General Terms and Conditions of Business and Delivery


§1 Validity of the terms and conditions
The deliveries, services and offers of apic are made exclusively on the basis of these terms and conditions. They therefore also apply to all future business relationships, even if they are not expressly agreed again. These terms and conditions are deemed to have been accepted at the latest upon receipt of the goods or services. Counter-confirmations by the buyer with reference to his terms and conditions of business or purchase are hereby rejected.
All agreements made between apic and the buyer for the purpose of executing a contract must be set out in writing in this contract.
§2 Offers and prices
Unless otherwise stated, apic shall be bound by the prices contained in the offers for 30 days from their date. Otherwise, the prices stated in apic’s order confirmation plus the respective statutory value-added tax shall apply. Additional deliveries and services will be charged separately.

§3 Delivery and delay
Delivery dates or deadlines, which can be agreed as binding or non-binding, must be in writing.
Unless otherwise agreed, delivery and shipment shall be at the risk and expense of the purchaser from apic’s registered office in Cologne.
The risk shall pass to the purchaser as soon as the consignment has been handed over to the person carrying out the transportation or has left apic’s warehouse for the purpose of shipment. If shipment is delayed at the request of the buyer, the risk shall pass to the buyer upon notification of readiness for shipment.
If the contractual partner is in default with its obligations to cooperate or its due counter-performance, apic is entitled to suspend the further performance of its services until the services incumbent on the contractual partner have been rendered.
In the event of default by the contractual partner, apic is also entitled to withdraw from the contract after issuing a reminder with a deadline under threat of refusal. In this case, the contractual partner shall pay a lump-sum compensation amounting to 30% of the order volume, unless apic has incurred higher damages. The contractual partner reserves the right to provide evidence of lower damages.

§4 Withdrawal
If the contractual partner withdraws from a placed order without justification, apic may, without prejudice to the possibility of claiming higher actual damages, claim 30% of the contract amount as lump-sum compensation for the costs incurred in processing the order and for loss of profit. The customer reserves the right to provide evidence of lower damages.

§5 Warranty
The customer must notify apic in writing of any defects without delay, but at the latest within 5 working days of receipt of the delivery item. Defects that cannot be discovered within this period, even after careful inspection, must be reported to apic in writing immediately after discovery.
Shipped goods must be checked for transportation damage immediately upon receipt. If the transport packaging is visibly damaged on the outside, this must be noted on the delivery bill immediately upon delivery.
In the event of justified defects, apic may choose to either repair or replace the goods. If the defects persist, apic is entitled to two further attempts at rectification. The rectification of defects shall take place on apic’s business premises; transportation costs shall be borne by the customer.
The warranty period is one year and begins on the date of delivery.
Warranty claims against apic are only available to the direct purchaser and are not transferable.
Natural wear and tear are excluded from the warranty.
If the contractual partner makes changes or unauthorized repair attempts by opening the delivered devices without the prior consent of apic, the warranty claim expires.
In the case of a (free) test installation of software requested by the customer, apic does not assume any warranty for the installed software. In the case of test installations, apic only accepts liability for intent and gross negligence, otherwise liability is excluded.
Liability on the part of apic for damage caused by the customer using or operating software contrary to the instructions in the documentation supplied is excluded.
Liability on the part of apic is excluded if the customer fails to carry out a simulation run to check the function and settings before each program start of the software supplied by apic.
apic is also only liable for further claims and rights in cases of intent and gross negligence. Liability is otherwise excluded.
The above limitations of liability do not apply to damages resulting from injury to body and health.

§6 Terms of payment

The prices are net prices plus the applicable statutory VAT/VAT, transportation costs, packaging costs, goods insurance etc.

Checks and bills of exchange shall only be considered as payment after they have been honored. Acceptance of bills of exchange always requires prior written agreement with us. If bills of exchange are accepted, the bank discount and collection charges will be charged. They are to be paid immediately in cash.

We charge interest on arrears at 5% p.a. above the prime rate.

The withholding of payments due to any counterclaims not recognized by us – unless these have been established by a court – is not permitted, nor is offsetting against such claims.

Unless otherwise agreed separately, payments are due as follows: 1/3 of the gross contract amount upon receipt of the order confirmation, the remaining amount within 14 days of the invoice date. Discounts are only granted if this has been expressly agreed.

If, after conclusion of the contract, apic becomes aware of circumstances that call into question the creditworthiness of the buyer or suggest the buyer’s inability to pay, apic is entitled to demand advance payment or corresponding securities, to withdraw from the contract in the event of refusal and, if necessary, to assert claims for compensation.

§7 Retention of title

We reserve title to the delivery items until payment has been made.

If the customer acts in breach of contract, in particular in the event of default in payment, we shall be entitled to take back the goods after issuing a reminder and the customer shall be obliged to surrender them.

The assertion of the retention of title and the seizure of the delivery items by us shall not be deemed a withdrawal from the contract.

In the event of access by third parties to the goods subject to retention of title, in particular in the event of seizure, the purchaser shall draw attention to apic’s ownership and inform apic immediately so that apic can enforce its ownership rights.

§8 Training courses

At the customer’s request, apic will conduct training courses to familiarize the respective employees with the use of the delivered software. Registration for a training course is binding. Cancellations after binding registration will be charged at Euro 150.00 per participant up to 4 weeks before the start of the training course, half the fee for cancellations up to 7 days before the start of the training course and the full fee for later cancellations or no-shows. If a training course has to be cancelled by apic for organizational reasons, the customer’s claim for reimbursement is limited to the fees already paid.

§9 Transfer of software

Unless otherwise agreed separately, the delivery of software by apic is a transfer of software for use by the customer. apic grants the customer a personal, non-transferable and non-exclusive right to use the software products listed in the contract form in accordance with the agreements made therein. The customer may use the delivered software exclusively for himself and his company. Resale or transfer to third parties is not permitted.

§10 Place of fulfillment and jurisdiction

The place of performance and jurisdiction is Cologne.

§11 Miscellaneous

Transfers of rights and obligations of the customer arising from the contract concluded with us require our written consent to be effective.

Should one of the above provisions be or become invalid, this shall not affect the validity of the other provisions.