for business with international enterprises and institutional customers
KELO Robotics GmbH, Augsburg Germany
§ 1 Scope of application
- For all deliveries from KELO Robotics GmbH to consumers, these General Terms and Conditions (GTC) apply. A consumer is any natural person who concludes a legal transaction for a purpose that can predominantly neither be attributed to their commercial nor their independent professional activity.
- Individual agreements made with the buyer on a case-by-case basis (including side agreements, additions and changes) always take precedence over these sales conditions. A written contract or our written confirmation is authoritative for the content of such agreements, subject to proof to the contrary.
§ 2 Offer and conclusion of contract
- If an order is to be viewed as an offer in accordance with § 145 BGB, we can accept it within two weeks.
- We accept orders from customers worldwide unless their country of residence is listed on the United Nations embargo list.
§ 3 Provided documents
We reserve property rights and copyrights on all documents provided to the customer in connection with the placing of the order – also in electronic form – such as calculations, drawings, etc. These documents must not be made accessible to third parties unless we give the customer our express written consent. If we do not accept the offer of the customer within the period indicated in § 2, these documents must be destroyed or erased immediately.
§ 4 Prices
- The prices stated on the product pages do not included value added tax (VAT) and packaging and shipping cost. For orders shipped within Germany we will charge value added tax according to the statutory value added tax regulation effective at the time of the order.
- For orders outside of Germany, customers may have duties, taxes and/or custom fees charged upon delivery. These fees vary from country to country. Customers are responsible for paying these fees. If they refuse to pay them upon delivery, their package will be returned to us. Upon receipt, we will refund the order (minus shipping fees for both ways and handling fees).
- Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in wage, material and sales costs for deliveries that are made three months or later after the conclusion of the contract.
- While we try to ensure that all prices announced to the customer are accurate, mistakes can sometimes occur. If we discover an error in the price of products a customer has ordered we will contact the customer as soon as possible and give him/her the option of either reconfirming the order at the correct price or canceling it. If we are unable to contact the customer we will treat the order as being cancelled. If the order is cancelled, we will refund any money, which we obtained from the customer for the respective order.
§ 5 Terms and methods of payment
- All orders have to be prepaid without any deductions. We will only process orders upon receiving the full invoiced amount.
- We offer the following methods of payment:
Prepayment (per bank transfer): Consumers are requested to transfer the invoiced amount to the bank account specified in the invoice. The order will be shipped by economy express as soon as the consumer’s payment has arrived in our bank account.
Prepayment (per credit card): Payment follows regular credit card payment procedure. Cost for this payment method amount to 5% of the invoiced total.
Prepayment (per PayPal): Payments can be made to our PayPal account by sending the invoiced amount to firstname.lastname@example.org
Prepayment (per cheque): Upon receipt of our invoice customer will have to send a check over invoiced amount by registered mail. Order will be shipped by economy express as soon as the customer’s check has arrived in our office. Cost for this payment method amount to 0,25% of the invoiced total.
Payment fees have to be covered by the consumer.
§ 6 Retention rights
The customer may exercise a right of retention only if his counterclaim is based on the same contractual relationship.
§ 7 Shipping
- Orders will be shipped worldwide except to countries listed on the United Nations embargo list.
- By default we ship all orders based on Incoterms 2020® EXW (Ex Works) or CIP (Carriage and Insurance Paid to place of destination) according to the customers preferences. Orders are shipped by our service partners via their economy express services. Shipping cost are paid by KELO Robotics but will be added to the invoice of the customer.
- Shipping cost will depend on the weight of the order and the country of destination. Shipping cost will be calculated automatically after customers have entered and confirmed their order and address. These costs are indicative and not binding. Special requirements and circumstances may lead to shipping cost deviating from those, which have been calculated automatically.
§ 8 Delivery time
- The start of the delivery time specified by us presupposes the timely and proper fulfillment of the purchaser’s obligations. The exception of the unfulfilled contract remains reserved.
- If the customer is in default of acceptance or if he culpably violates other obligations to cooperate, we are entitled to demand compensation for the damage we incur in this respect, including any additional expenses. We reserve the right to make further claims. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item passes to the customer at the point in time at which the customer is in default of acceptance or payment.
- In the event of delays in delivery caused by us deliberately or through gross negligence, we are liable for each full week of delay within the framework of a flat-rate compensation for delay amounting to 3% of the delivery value, but not more than 15% of the delivery value.
- Further legal claims and rights of the customer due to a delay in delivery remain unaffected.
- Approximate delivery date will be twelve weeks after placing the order. This date may be subject to change. Sales and delivery of the goods will be subject to correct and punctual supply to ourselves. Deviating delivery times will be announced on our product pages.
§ 9 Transfer of risk upon dispatch
If the goods are sent to the purchaser at the request of the purchaser, the risk of accidental loss or accidental deterioration of the goods passes to the purchaser when they are sent to the purchaser, at the latest when they leave the factory / warehouse. This applies regardless of whether the goods are dispatched from the place of performance or who bears the freight costs.
§ 10 Reservation of title
- We reserve title to the delivered item until all claims from the delivery contract have been paid in full. This also applies to all future deliveries, even if we do not always expressly refer to them. We are entitled to take back the purchased item if the customer behaves contrary to the contract.
- As long as ownership has not yet passed to him, the purchaser is obliged to treat the purchased items with care. In particular, he is obliged to insure them adequately at replacement value at his own expense against theft, fire and water damage. If maintenance and inspection work have to be carried out, the customer must carry this out in good time at his own expense. As long as ownership has not yet passed, the customer must immediately notify us in writing if the delivered item is seized or exposed to other interventions by third parties. If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with § 771 ZPO, the customer is liable for the loss we incur.
- The customer is entitled to resell the reserved goods in normal business dealings. The purchaser hereby transfers to us the claims against the customer from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including VAT). This transfer applies regardless of whether the purchased item has been resold without or after processing. The customer remains authorized to collect the claim even after the assignment. Our authorization to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the customer fulfills his payment obligations from the proceeds received, is not in default of payment and, in particular, no application has been made to open insolvency proceedings or payments have been suspended.
- We commit ourselves to release the securities to which we are entitled at the request of the customer insofar as their value exceeds the claims to be secured by more than 20%.
§ 11 Warranty and notification of defects and manufacturer recourse
- The purchaser’s warranty rights require that he has properly complied with his obligations to inspect the purchased item and notify defects according to § 377 HGB.
- Claims for defects lapse 12 months after delivery of the goods delivered by us to our customer. The statutory limitation period applies to claims for damages in the event of willful intent and gross negligence as well as injury to life, body and health based on an intentional or negligent breach of duty by the user. Prior to returning the goods our permit is to be requested.
- If, despite all due care, the delivered goods show a defect that already existed at the time of the transfer of risk, we will either repair the goods or deliver replacement goods, subject to timely notification of defects. We must always be given the opportunity to provide supplementary performance within a reasonable period. Recourse claims remain unaffected by the above regulation without restriction.
- If the supplementary performance fails, the customer can – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration.
- Warranty claims do not exist in the case of only insignificant deviations from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear as in the case of damage after the transfer of risk as a result of incorrect or negligent treatment, excessive use, unsuitable operating resources or due to special external influences that are not required by the contract. If improper repair work or changes are carried out by the customer or a third party, there are no claims for defects for this or the consequences thereof.
- Claims of the customer due to the expenses necessary for the purpose of supplementary performance, in particular transport, travel, labor and material costs, are excluded if the expenses increase because the goods delivered by us are subsequently moved to a location other than the branch of the customer that has ordered the item, unless the shipment corresponds to its intended use.
- The purchaser’s right of recourse against us only exists insofar as the purchaser has not made any agreements with his customer that go beyond the legally mandatory claims for defects. Paragraph 6 also applies accordingly to the scope of the purchaser’s right of recourse against the supplier.
§ 12 Miscellaneous
- This contract and all legal relationships between the parties are subject to the law of the Federal Republic of Germany to the exclusion of the UN Sales Convention (CISG).
- The place of performance and exclusive place of jurisdiction for all disputes arising from this contract is Augsburg Germany, unless otherwise stated in the order confirmation.
- All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.
Augsburg, 1 March 2021