General Terms and Conditions (GTC)

This English version is provided for informational purposes only and is not legally binding. The official General Terms and Conditions (GTC) are available at https://aris-systeme.de/allgemeine-geschaeftsbedingungen-agb/

I. General Provisions

  1. These terms of sale are integral parts of our offers and contracts in current and future business relationships.
  2. Our offers are non-binding and not binding for any subsequent orders. The current price list is decisive.
  3. An order is only considered accepted when it has been confirmed by us in writing. Any conflicting purchase or other terms and conditions of the customer are hereby rejected. They are only binding if and to the extent that we expressly acknowledge them in writing as part of the contract.
  4. The return of our products is only possible with our express consent, except within the scope of warranty. In such cases, we are entitled to charge the customer for the resulting costs of return and transport.
  5. Our written order confirmation alone is binding for the type and scope of delivery. Changes and ancillary agreements require our written confirmation. Insofar as technical standards are referenced, they serve only to specify the delivered products more precisely, without thereby constituting a contractual assurance, unless the information is expressly confirmed by us in writing as such. Partial deliveries are permissible, provided that the customer does not express a particular interest in a single, complete delivery at the time of placing the order.
  6. We are entitled to make equivalent or value-enhancing changes in design or execution without giving the customer a right to claim defects, if and to the extent that the changes are unavoidable for proper contract fulfillment and the usability of the product for the customer is not affected thereby.
  7. The prices calculated from the cost factors existing on the day of order confirmation apply. Subject to differing agreements, the stated prices are in Euro plus statutory VAT and exclude packaging and any transport insurance. The customer bears the costs incurred for packaging and transport. Should significant changes, particularly in the cost sector, occur retrospectively for a delivery that can only be made after a longer period, at least after 4 months in commercial transactions with non-merchants, we reserve the right to adjust the stated prices appropriately to our price list valid at the time of delivery. If the resulting price increase is more than 10%, the customer has an extraordinary right of withdrawal.
  8. If, after acceptance of the order, we become aware of a significant deterioration in the customer’s economic circumstances that jeopardizes our claim to the consideration due to us, we may demand advance payment or security from the customer and refuse delivery until then.
    If the customer, despite being requested, does not agree to a concurrent performance or to provide security, or if this is not possible for them, we are entitled to withdraw from the contract after the fruitless expiry of a reasonable grace period.

II. Delivery Periods and Shipping

  1. Stated delivery periods are only to be met if and to the extent that we confirm them as binding. The stated delivery time begins with the dispatch of the order confirmation, but not before final agreement on all individual terms of the contract. If approvals are required or an advance payment has been agreed upon, the delivery time only begins upon receipt thereof.
  2. The delivery period is met if the delivery item has left our production facility before its expiry or if the customer has been notified of readiness for dispatch in the absence of a shipping address.
  3. We are only obliged to meet the stated delivery time if and to the extent that the customer fulfills their applicable transfer obligations. In the event of unforeseen events beyond our control, e.g., operational disruptions or force majeure, the delivery period is automatically extended by the duration of the impediment, provided that the impediment demonstrably affects the production or delivery of the delivery item. This also applies if impediments occur during a delay in delivery or if necessary third-party approvals or documents for the execution of deliveries or information required from the customer for the execution of the delivery are not received by us in good time. The same applies to subsequent changes to the order. In such cases, we also have the right, at our discretion, to withdraw from the contract to the extent caused by the impediment for the unfulfilled part of the contract, without the customer being able to derive any rights against us from this.
  4. If we fail to meet bindingly agreed delivery times, the customer is entitled to withdraw from the contract after the fruitless expiry of a reasonable grace period. If the customer incurs damage due to a delay for which we are responsible, they may instead demand compensation for delay, excluding further claims. This amounts to 0.5% for each full week of delay, but a maximum of 5% of the value of the part of the total delivery that cannot be used in time or in accordance with the contract due to the delay.
  5. If the completion or dispatch is delayed for reasons for which the customer is responsible, the costs incurred by us for storage will be charged to them, starting 1 month after receipt of their request or after notification of readiness for dispatch by us, whereby at least 0.5% of the invoice amount plus VAT per month will be charged for storage in our facility. We are entitled to dispose of the delivery item otherwise after the expiry of a reasonable grace period for collection of the goods. A subsequent request for the delivery item by the customer is considered a new order within the meaning of Section I.

III. Transfer of Risk

  1. The risk passes to the customer at the latest upon dispatch of the delivery item from the factory, even if carriage-paid delivery has been agreed upon. If dispatch is delayed due to the customer’s fault, the risk passes to the customer from the day of notification of readiness for dispatch.
    The customer is aware that the consignment will not be insured by us against theft, breakage, transport, fire, and water damage, and other insurable risks, unless otherwise agreed.

IV. Notification of Defects

  1. Notifications of obvious defects, or for merchants, legal entities under public law, or public special funds, also recognizable defects, as well as complaints due to incomplete or incorrect deliveries, must be reported in writing without culpable delay, but at least within 1 calendar week after receipt of the goods, and the complained goods must be returned to us upon request. Conflicting clauses in the customer’s terms and conditions that provide for exemption from return obligations are hereby rejected.
  2. Other defects must be reported in writing within the warranty period after the defect becomes known.
  3. If defects are not reported in time according to section 1, or in case of incomplete or incorrect delivery, the delivery is considered contractually fulfilled and thus approved by the customer. In the event of timely notifications of defects, we are entitled to make subsequent delivery, replacement delivery, or provide warranty in accordance with Section IV of these terms.

V. Warranty

  1. The warranty period for our products is generally 12 months from delivery.
  2. We warrant against defects in the delivery item and for the properties assured by us. Our liability is limited to repairing all actually defective parts of the delivery item free of charge or, at our discretion, delivering new ones.
  3. We assume no warranty for damages resulting from unsuitable or improper use, faulty assembly, commissioning, or storage by the customer or third parties commissioned by them, nor for damages caused by disregarding our maintenance or operating instructions, or by natural wear and tear, or otherwise faulty or negligent handling, unless our own fault or that of our employees is the cause. The same applies if the delivery item is modified by the customer or third parties commissioned by them by installing foreign parts in such a way that the cause of the defect can no longer be identified, unless an actually existing defect is not causally related to this modification. We assume no warranty for our products that the customer has accepted without complaint despite knowledge of the defects. Our warranty is finally also excluded in cases where successful defect rectification is made more difficult or impossible by improper attempts at repair by the customer.
  4. Our devices and systems are designed and built for the German market and the usual requirements and applicable standards here. Therefore, we assume no warranty for products that are installed or operated outside the Federal Republic of Germany without our express consent.
  5. If a warranty claim is expressly acknowledged by us, the defective parts will be repaired or replaced free of charge at our discretion. Replaced parts will not be returned. They become our property. We bear the costs incurred for defect rectification or replacement delivery, including shipping, provided that the customer’s complaint proves to be justified.
  6. The customer is only entitled to demand rescission or withdrawal from the purchase contract or reduction of the purchase price instead of rectification in the following cases:
    • if, in the event of a delay in performance for which we are responsible, we have allowed a reasonable grace period set for us for delivery to expire fruitlessly or refuse the delivery owed by us without stating reasons;
    • if the contractually agreed performance becomes impossible from the transfer of risk for reasons for which we are responsible;
    • if we have allowed a reasonable grace period set for us for the rectification of a defect previously reported by the customer to expire fruitlessly, or if rectification or procurement of a suitable replacement delivery is impossible, or if we refuse to rectify a proven defect without reason, or if several attempts at rectification fail and the customer cannot reasonably be expected to undergo further rectification.
  7. If impossibility occurs during a delay in acceptance for which the customer is responsible or any other delay for which they are responsible, the customer remains obliged to provide consideration.

VI. Liability

  1. Beyond the foregoing provisions, we can only be held liable for damages for a culpable breach of essential contractual obligations. Essential contractual obligations are, in particular, those that, from the mutual perspective of the parties, constitute the basis of the contract or on whose observance the proper execution of the contract depends.
    If our liability in such cases is not based on gross negligence, including that of our vicarious agents or assistants, our liability is limited in amount to the compensation for typically foreseeable damages, excluding further claims for damages. Otherwise, we are liable in principle only for intent and gross negligence, including that of our simple vicarious agents or assistants, unless we are already exempt from such liability by commercial custom.
  2. In commercial transactions, we are liable without limitation in principle for gross negligence. Otherwise, we are liable in principle for culpable breaches of essential contractual obligations (see above) as well as for gross negligence of simple vicarious agents, unless we are exempt from liability in this respect by commercial custom. In both cases, our liability is limited in amount to the compensation for typically foreseeable damage.

VII. Retention of Title and Securities

  1. Until all claims arising from the business relationship have been fully satisfied, we reserve ownership of all sold goods.
  2. The products owned or co-owned by us must be stored safely and properly and insured against theft, fire, or other hazards. They may only be disposed of in the ordinary course of business; in particular, they may only be sold if, in the event of non-cash payment, ownership is also reserved against the purchasers and the obligations contained in this section are imposed on them in writing.
    In the event that the customer does not provide proof of the insurances listed above within a reasonable period, we are entitled to insure the delivery item ourselves at the customer’s expense.
  3. All claims and rights against third parties that extend to the goods owned or co-owned by us, arising from contracts, dispositions, seizures, or other legal grounds, are hereby assigned to us in advance as security.
    If we only have co-ownership, only the partial amount of the claim is assigned to us that corresponds to the value of the item belonging to us or our co-ownership share therein.
    The customer may neither pledge the delivery item nor assign it as security.
    We must be notified immediately of any pledging, seizure, or other disposition.
  4. In the event of a breach of contract by the buyer, particularly in case of default in payment, we are entitled, after the fruitless expiry of a reasonable grace period, to demand the return of the goods owned or co-owned by us or, if applicable, the assignment of the buyer’s claims for return against third parties.
  5. The same applies if the buyer ceases payments, insolvency proceedings are opened or rejected for lack of assets, in the event of the opening of judicial composition proceedings, in the event of enforcement measures against the buyer, or in the event of check or bill protests. Under the same conditions, we may revoke the authorization to sell the delivered goods and to collect the monetary claims assigned to us. In this case, we can assert the assigned claims and rights directly ourselves.
  6. The assertion of our claim for return and the seizure of an item owned or co-owned by us do not constitute a withdrawal from the contract.
  7. The securities existing for us and granted to us serve to secure all claims against the buyer arising from the business relationship with us.

VIII. Payments

  1. Payments are to be made within 20 days of delivery without any deduction, unless otherwise expressly agreed in writing at the time of contract conclusion. The buyer’s payments will first be credited against their older debt, irrespective of any deviating provision. If costs and interest have already accrued, we are entitled to credit the payments first against the costs, then against the interest, and finally against the principal claim.
  2. The assertion of a right of retention is only permissible in non-commercial transactions and only to the extent that counterclaims arising from the underlying contractual relationship are asserted. Offsetting against counterclaims of the customer is only permissible if these are undisputed or legally established.
  3. If a cash discount has been agreed upon in writing, this further requires that no other due claims exist against the buyer.
  4. The acceptance of bills of exchange and checks is only for the purpose of payment. The costs of collection and discounting are borne by the customer.
  5. If payments are deferred or made only after the agreed due date, default interest will be charged without a special reminder, without prejudice to further rights, at the actually incurred rate, but at least 5% annually above the discount rate of the Deutsche Bundesbank plus statutory VAT, unless no damage or no damage of this amount has occurred.
  6. Invoices will be transmitted electronically to an email address.

IX. Partial Invalidity, Place of Jurisdiction, and Place of Performance

  1. Should any of the provisions of these terms and conditions or a provision within the framework of other agreements be or become invalid, or if a provision has not become part of the contract, the validity of all other provisions or agreements shall not be affected thereby. In this respect, the content of the contract shall then be governed by the statutory provisions.
  2. The place of performance is the registered office of our company.
  3. For all current and future claims arising from the business relationship with fully qualified merchants, including claims from bills of exchange and checks, the exclusive place of jurisdiction is the registered office of our company. The same place of jurisdiction applies if the buyer has no general place of jurisdiction in Germany, moves their domicile or habitual residence abroad after conclusion of the contract, or if their domicile or habitual residence is unknown at the time the lawsuit is filed.