Last updated: August 2024

1. General Provisions for Work Services, Repairs, and Sales

1.1 Scope of Application

1.1.1. All deliveries, services, and offers are made exclusively on the basis of these General Terms and Conditions. They form an agreed component of all contracts and apply to all current and future business relationships, even if they are not expressly incorporated again. The version most recently valid at the time the contract is concluded, as also made available online, shall be decisive.

1.1.2. Consumers within the meaning of these Terms and Conditions are natural persons with whom business relations are entered into and who are not acting in the exercise or for the purposes of a commercial or self‑employed professional activity. Entrepreneurs within the meaning of these Terms and Conditions are natural or legal persons or legal partnerships with whom business relations are entered into and who act in the exercise of their commercial or self‑employed professional activity. Customers within the meaning of these Terms and Conditions are both consumers and entrepreneurs.

1.1.3. Deviating, conflicting, or supplementary general terms and conditions shall not become part of the contract—even if known—unless their validity is expressly agreed to in writing.

1.2 Conclusion of Contract

1.2.1. Our quotations are non‑binding and constitute an invitation without obligation to order goods. Our presentation of goods on the internet does not constitute an offer but an invitation to the customer to place an order. Technical changes and changes in the form and/or color of the goods remain reserved within reasonable limits.

1.2.2. By placing an order for goods/work services, the customer makes a binding declaration that they wish to purchase the ordered goods/work services. We are entitled to accept the contractual offer contained in the order within two weeks of receipt. Acceptance may be declared either in writing or by dispatch of the goods/commencement of the work service.

1.2.3. For consumers, the revocation periods pursuant to the German Civil Code (BGB) apply. Consumers may withdraw from the order within 14 days without stating reasons. Any payments already received will be refunded within 14 days after receipt of your revocation. For services possibly already commenced in the interim—including any deliveries of materials as well as their procurement or return costs—payment of an appropriate amount is deemed agreed.

1.2.4. The conclusion of the contract is subject to the reservation that, in the event of incorrect or improper self‑delivery (i.e., delivery by our suppliers), we may be unable to perform or may only perform in part to our contracting partner. This applies only where the non‑delivery by our suppliers is not attributable to us.

1.2.5. In the event of non‑availability or only partial availability of the goods, the customer will be informed without undue delay. Any payment already made will be refunded without undue delay.

1.2.6. The characteristics of the ordered goods result from the manufacturer’s information or the respective product descriptions. Any characteristics deviating therefrom require explicit agreement, as they form part of the subject matter of the contract.

1.2.7. Software and software licenses or activations, as well as client access licenses to any software, are generally excluded from exchange or return by the manufacturers. Therefore, exchange and return of these products are hereby also excluded vis‑à‑vis our customers.

1.3 Payment; Default

1.3.1. Unless otherwise agreed or offered, we are bound to the prices quoted in our offers for 90 days from the date of the offer.

1.3.2. The unit prices offered are valid only if the full scope of services offered is commissioned. Quantities listed in the offer are estimated and, unless expressly stated otherwise, non‑binding.

1.3.3. In contracts with consumers, value‑added tax (excluding packaging costs) is included in our individual and unit prices only where expressly indicated in the offer. Otherwise, individual prices are—as customary in the skilled trades—“net plus the value‑added tax applicable at the time.” Delivery and shipping costs are not included in our prices.

1.3.4. Unless otherwise agreed in writing for contracts with entrepreneurs, our prices apply ex works, exclusive of packaging, plus value‑added tax at the applicable rate. Packaging costs are invoiced separately.

1.3.5. Unless otherwise agreed, payments shall be made without any deduction to one of our specified accounts. Cash discounts shall be permitted only by special written agreement.

1.3.6. Unless otherwise agreed, the invoice amount is payable in a single sum within 14 days after delivery. Installment payments require written agreement.

1.3.7. If the customer is wholly or partly in default of payment, they shall—without prejudice to the supplier’s other rights—pay default interest from that time at the statutory rate then applicable. Currently, for contracts with entrepreneurs this is 9 percentage points above the base rate (§ 288 (2) BGB); for contracts with consumers, 5 percentage points above the base rate (§ 288 (1) BGB). If we incur interest losses exceeding the statutory amount due to default, we are entitled to prove and claim such higher loss from our customers. In this case, however, the consumer may prove that the asserted default loss did not arise at all or is substantially lower.

1.3.8. The customer shall have a right of set‑off only if their counterclaims have been finally adjudicated or are undisputed. The customer is then entitled to set off if they assert notices of defects or counterclaims from the same contractual relationship.

1.3.9. The customer may exercise a right of retention only if the counterclaim is based on the same contractual relationship.

1.4 Limitations of Liability

1.4.1. Notwithstanding the foregoing provisions and the limitations of liability below, we shall be liable without limitation for damage to life, limb, and health caused by a negligent or intentional breach of duty. This also applies to damage to life, limb, and health caused by a negligent or intentional breach of duty by our legal representatives or vicarious agents.

We shall further be liable for damage covered by the German Product Liability Act and for all damage resulting from an intentional or grossly negligent breach of contract, as well as fraud, whether by our legal representatives or our vicarious agents. Insofar as we have given a guarantee of quality and/or durability with respect to the goods or parts thereof, we shall also be liable within the scope of this guarantee. For damage resulting from the absence of the guaranteed quality or durability but not occurring directly to the goods, we shall be liable only if the risk of such damage is evidently covered by the guarantee of quality and durability.

1.4.2. We shall also be liable for damage caused by simple negligence insofar as such negligence concerns the breach of contractual obligations the fulfillment of which is essential for achieving the purpose of the contract (cardinal obligations). However, we shall be liable only to the extent that the damage is typically associated with the contract and foreseeable. We shall not otherwise be liable for simple negligent breaches of non‑essential ancillary obligations. This limitation of liability also applies insofar as liability of our legal representatives, executive employees, and other vicarious agents is concerned.

1.4.3. Any further liability is excluded irrespective of the legal nature of the asserted claim. Insofar as our liability is excluded or limited, this also applies to the personal liability of our employees, workers, staff, representatives, and vicarious agents.

1.5 Miscellaneous

1.5.1. The law of the Federal Republic of Germany shall apply. The provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

1.5.2. If the customer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract—excluding claims relating to bills of exchange and checks—shall be, depending on the amount in dispute, the Regional Court of Traunstein or the Local Court of Mühldorf.

1.5.3. Should one or more provisions of the contract with the contracting partner, including these General Terms and Conditions, be or become wholly or partially invalid, the validity of the remaining provisions shall not be affected thereby. The wholly or partially invalid provision shall be replaced by a provision whose economic effect comes as close as possible to that of the invalid provision.

2. Conditions of Sale

2.1 Transfer of Risk

2.1.1. In the case of consumers, the risk of accidental loss and accidental deterioration of the sold goods passes to the consumer upon delivery of the goods, including in the case of a sale by dispatch.

2.1.2. In the case of entrepreneurs, the risk of accidental loss and accidental deterioration of the goods passes upon delivery; in the case of a sale by dispatch, upon delivery of the goods to the carrier, freight forwarder, or other person or institution designated to execute the dispatch.

2.1.3. Delivery is deemed effected if the customer is in default of acceptance.

2.2 Warranty and Liability for Defects

2.2.1. If our operating and maintenance instructions are not followed, changes are made to the products, parts are replaced, or consumables are used that do not correspond to the original parts, any warranty claims shall lapse.

2.2.2. If the purchase is a commercial transaction for both parties, the customer must inspect the delivered goods immediately upon receipt as to quality and quantity and, if a defect is found, notify us of this defect in writing; otherwise the assertion of a warranty claim is excluded. The merchant must notify us in writing of hidden defects within one week of their discovery. Timely dispatch of the notice of defects shall suffice to meet the deadline. The merchant bears the full burden of proof for all claim requirements, in particular for the defect itself, the time of discovery, and the timeliness of the notice of defects.

2.2.3. Consumers may choose whether subsequent performance is to be by remedy of the defect or delivery of a replacement. We are entitled to refuse the chosen type of subsequent performance if it is possible only at disproportionate cost and the other type of subsequent performance remains available to the consumer without significant disadvantages. In the case of entrepreneurs, we shall initially provide subsequent performance for defects in the goods at our discretion by remedy of the defect or replacement delivery.

2.2.4. If subsequent performance fails, the customer may, as a rule, at their discretion reduce the price (reduction) or rescind the contract, as well as claim damages. In the case of only minor defects, the customer has no right of rescission. If the customer chooses damages, the limitations of liability pursuant to clause 1.4 of these GTC shall apply.

2.2.5. For consumers, the warranty period is two years from delivery of new goods; for delivery of used goods, the warranty period is one year. For entrepreneurs, the warranty period is one year from delivery for new goods and is excluded for used goods. For claims for damages based on intent and gross negligence, as well as for injury to life, body, or health caused by an intentional or negligent breach of duty by us, our representatives, or vicarious agents, the statutory limitation period applies. Our liability under the Product Liability Act remains unaffected.

2.2.6. As a rule, only the manufacturer’s product description is agreed as the quality of the goods. Public statements, promotions, or advertising by the manufacturer do not constitute a contractual specification of the goods alongside this.

2.3 Retention of Title

2.3.1. We retain title to the delivered goods until full payment of the purchase price including value‑added tax. In the case of entrepreneurs, we retain title to the goods until all claims existing at the time of delivery or arising later from an ongoing business relationship have been satisfied.

2.3.2. As long as title has not yet passed, the customer is obliged to treat the purchased item with care. In particular, they are obliged to insure it at their own expense against theft, fire, and water damage at replacement value. If maintenance and inspection work is required, the customer must carry this out regularly at their own expense. As long as title has not been transferred, the customer must notify us without undue delay, at least in text form, if the delivered item is seized or subject to other interference by third parties. Insofar as the third party is unable to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 German Code of Civil Procedure (ZPO), the customer shall be liable for the loss incurred by us.

2.3.3. Processing and transformation of the goods subject to retention of title by the entrepreneur shall always be carried out in our name and on our behalf. In this case, the customer’s expectant right to the goods subject to retention of title continues with respect to the transformed item.

2.3.4. If the goods subject to retention of title are processed, combined, or mixed with other items not delivered by us or not owned by us, we shall acquire co‑ownership of the new item in the ratio of the objective value of our goods subject to retention of title to the other processed items at the time of processing. If the combination is carried out in such a way that the customer’s item is to be regarded as the principal item, it is agreed that the customer transfers proportional co‑ownership to us and holds the resulting sole ownership or co‑ownership in safekeeping for us.

2.3.5. The entrepreneur is entitled to resell the goods subject to retention of title in the ordinary course of business. They hereby assign to us all claims against a third party arising from the resale in the amount of the invoice value. We hereby expressly accept the assignment. After the assignment, the entrepreneur is authorized to collect the claim. We reserve the right to collect the claim ourselves as soon as the entrepreneur does not properly meet their payment obligations and is in default of payment.

2.3.6. If, on behalf of a third party, the customer connects the goods subject to retention of title with a piece of real property, the customer also assigns to us, to secure our claims against the customer, those claims arising for them from the connection of the goods subject to retention of title with a piece of real property. We hereby expressly accept this assignment.

2.3.7. In the event of a breach of contract by the customer, in particular default in payment, we are entitled to rescind the contract and to demand surrender of the goods subject to retention of title and, where applicable, to demand assignment of the customer’s claims for surrender against third parties.

3. Conditions for Services and Repairs

3.1 General

3.1.1. For the execution of construction services, the German Construction Contract Procedures (VOB) Part B and Part C shall apply in their entirety.

3.1.2. Quotations are our property and intended only for internal use by our customers. We object to any other use or disclosure to third parties. In the event of unauthorized handing over of these documents or parts thereof to third parties—particularly as a basis for obtaining further quotations—we are entitled to charge the customer for the effort incurred in preparing the quotation on the basis of the customary remuneration under HOAI or local customary rates by way of cost reimbursement.

3.1.3. Documents belonging to our quotation, such as illustrations or drawings, are to be regarded only as approximate with respect to dimensions and weight, unless dimensional and weight accuracy has been expressly confirmed. We reserve all ownership and copyright to these documents. They may not be made accessible to third parties or misused without our consent. If no order is placed, the documents must be returned unsolicited.

3.1.4. Work outside our trade (e.g., masonry, painting, drywall, carpentry, roofing, or metal construction work) is not included in our offer unless expressly stated in the item text.

3.2 Delivery Dates / Execution Times

3.2.1. Delivery and/or completion dates stated in quotations are preliminary and therefore non‑binding unless otherwise expressly and in writing agreed. Even in that case, they are binding only if circumstances not attributable to us do not render compliance impossible. Such circumstances also include changes and the absence of documents necessary for performance of the order.

3.2.2. For periods and deadlines not expressly designated as fixed dates in the order confirmation, the contracting partner may, two weeks after their expiry, set us a reasonable grace period for delivery/performance. We shall be in default only upon expiry of this grace period.

3.2.3. Self‑delivery remains reserved.

3.2.4. We are entitled to make partial deliveries and partial services if reasonable for the customer.

3.2.5. If the contracting partner has a contractually agreed or statutory right of rescission and we set a reasonable deadline for its exercise, the right of rescission expires if rescission is not declared before the deadline expires.

3.2.6. In cases of default, the contracting partner shall have a claim under § 8 No. 3 VOB/B only if a time by the calendar was agreed in writing at the start and upon completion, and the contracting partner, after expiry of this time, has set a reasonable grace period and declared that they will withdraw the order after fruitless expiry of the deadline.

3.2.7. Unless expressly offered otherwise, the services offered are performed during our normal business hours: Monday to Friday from 06:00 to 18:00. For work outside these hours, the customary collectively agreed surcharges apply. These are:
– Saturday, 06:00–18:00: 25%
– Monday–Saturday, 18:00–22:00: 25%
– Night work (Monday–Saturday after 22:00): 60%
– Sundays and public holidays: 100%
– Easter / Pentecost / Christmas / 1 May: 150%

3.3 Prices; Billing and Payment Terms

3.3.1. Payments are made in accordance with the provisions of VOB/B.

3.3.2. For orders lasting longer than one month, progress payments shall be made in accordance with the performance completed. The provisions of the BGB and VOB/B apply.

3.3.3. Retentions as security (e.g., to secure performance of the contract or for warranty and defect claims) apply only if expressly agreed in writing.

3.3.4. If additional services arise, follow‑up offers can be requested by the customer or submitted by us. Should additional services be carried out on the instruction of a person authorized to do so before a subsequent price agreement is reached, these services shall be invoiced at locally customary and reasonable prices.

3.3.5. In billing based on unit prices, only the quantities actually incurred and measured shall be invoiced at the unit prices stated in the offer or contractually agreed. Data cables are generally invoiced according to the measurement protocol plus 10% for off‑cuts. The basis is also an uninterrupted or unhindered execution of all listed work during normal working hours.

3.3.6. In billing based on time and material—for unforeseeable work or work carried out on local instruction of a person authorized to do so (daywork)—the invoice is based on material and time records for the actual effort. Material, labor and travel time, use of vehicles, machinery, measuring devices, and any cash expenditures are invoiced, each plus a locally customary and reasonable markup for risk and profit. Unless otherwise agreed, the hourly billing rates under the currently valid price list of APLEMIS design & build AG (in formation) apply, which we will gladly send upon request. In case of dispute, locally customary and reasonable hourly rates apply plus a reasonable markup for risk and profit. For material deliveries, the applicable gross list prices of wholesalers or manufacturers apply (except the brand Rittal).

3.3.7. Any call‑out lump sums and quoted travel kilometers stated in the offer, unless expressly offered otherwise or agreed in writing, include only the costs for the specified service vehicle including its standard equipment with standard tools, small machines and measuring devices, as well as standard small parts. Personnel travel time is not included; it is invoiced based on actual effort, with travel time billed as working time.

3.3.8. The contracting partner shall have a right of set‑off only if their counterclaims have been finally adjudicated or are undisputed. The contracting partner may exercise a right of retention only if the counterclaim is based on the same contractual relationship. In the case of merchants, retention of payments or set‑off with counterclaims by the contracting partner is permissible only if these counterclaims are undisputed or have been finally adjudicated.

3.4 Acceptance

3.4.1. Acceptance may not be refused due to a defect that only insignificantly reduces value or suitability for use.

3.4.2. If the contracting partner waives acceptance or does not participate in the acceptance date after being requested to do so, we are entitled to carry it out without the contracting partner, and the contracting partner is obliged to accept the results of this acceptance date. Costs arising from a delay in acceptance not attributable to us shall be borne by the contracting partner. In any case, the work or trade is deemed accepted if the contracting partner has taken it into use.

3.4.3. Expert acceptances (e.g., TÜV, etc.) are, unless expressly stated as included in the offer, generally additional services to be invoiced and, where applicable, billed based on effort (expert and our own staff) plus a 15% administrative fee on external costs.

3.5 Warranty

3.5.1. The warranty period vis‑à‑vis the contracting partner as entrepreneur for all work services, repairs, etc. that are not construction services and for installed material is one year.

3.5.2. For construction services, VOB/B as a whole and VOB/C apply.

3.5.3. In the event of a defect, the contracting partner must grant us a reasonable period for subsequent performance. The contracting partner must in particular ensure that the object complained of is made available to us for inspection and for carrying out subsequent performance.

3.5.4. Where we are obliged to subsequent performance, this may—at our discretion—be by remedying the defect or producing a new work.

3.5.5. If subsequent performance fails, the contracting partner is entitled to reduce the remuneration or to rescind the contract. Rescission is excluded in cases of immaterial defects or if the subject matter of the contract is a construction service.

3.6 Liability

3.6.1. For delay damages, we are liable, in cases of slight negligence, only up to 5% of the order value.

3.6.2. For other damages resulting from the breach of essential obligations due to slight negligence by us, our legal representatives, or vicarious agents, our liability is limited to the foreseeable, contract‑typical damage up to a maximum of twice the value of the contractual object.

3.6.3. All claims for damages against us, regardless of the legal grounds, become time‑barred at the latest one year from acceptance, provided the contracting partner is a merchant.

3.6.4. The provisions of this paragraph do not apply where we are liable for intent; in such cases the statutory provisions apply.

3.7 Extended Lien of the Contractor on Movable Items

3.7.1. We have a lien on items of the customer that have come into our possession due to the order for claims arising from the order. The lien may also be asserted for claims from earlier work performed, delivery of spare parts, and other services, insofar as they are related to the item. For other claims arising from the business relationship, the lien applies only insofar as these claims are undisputed or have been finally adjudicated.

3.7.2. If the item is not collected within four weeks after a request for collection, we may charge a reasonable storage fee after expiry of this period. If collection has not taken place at the latest three months after the request for collection, the obligation to continue safekeeping and any liability for slightly negligent damage or loss shall cease. One month before expiry of this period, a notice of intended sale shall be sent to the contracting partner. We are entitled to sell the item at market value after expiry of this period to cover our claims. Any surplus proceeds will be reimbursed to the contracting partner.

3.7.3. If the repair is carried out at the contracting partner’s premises, the contracting partner must give us the opportunity to remove the parts on site; labor and travel costs shall be borne by the contracting partner.

3.8 Retention of Title

3.8.1. Insofar as the spare parts inserted during repairs do not become essential components of the object of the contract, we retain title to these installed parts until all claims arising from the contract have been settled.

3.8.2. If the contracting partner is in default of payment or fails to comply with obligations under the retention of title and we have therefore rescinded the contract, we may demand surrender of the item for the purpose of removing the installed parts. All costs of recovery and removal shall be borne by the contracting partner.

3.8.3. If the repair is carried out at the contracting partner’s premises, the contracting partner must give us the opportunity to carry out removal on site; labor and travel costs shall be borne by the contracting partner.