AGB

TERMS AND CONDITIONS

General terms and conditions of Aurolia Technologies GmbH (As of: 01.09.2022)

1. Contractual Conditions

The following General Terms and Conditions (GTC) form the basis of all our offers, orders, deliveries, and services.

Wherever “in writing” is mentioned in these GTC in relation to submissions of advertisements or statements to the user, this means text form (email, letter, fax) within the meaning of § 126b of the German Civil Code (BGB).

Only our terms and conditions apply. Contrary terms and conditions of our contractual partners or third parties are only valid if Aurolia Technologies GmbH expressly and in writing agrees to their validity. If you do not agree with this, please inform Aurolia Technologies GmbH immediately in writing. In this case, we reserve the right to withdraw our offers without any claims of any kind being made against us. We expressly reject any form-letter reference to our own terms and conditions.

Our General Terms and Conditions shall be deemed accepted at the latest upon receipt of our deliveries and services.

2. Offers and Documents

Our offers are always subject to change, non-binding, and ex works Meiningen.

Provided indicative prices are not offers and become the basis of the contract only upon written confirmation of the order. We adhere to our quoted prices for a period of up to 4 months from the date of the offer until the order is placed.

We consider our offers, cost estimates, drawings, samples, calculations, interpretations, and other order documents (especially batch records and test reports) as our intellectual property. We reserve all rights to these documents. These documents must not be disclosed to third parties or otherwise made accessible without our consent.

The order documents must include coating drawings with information on areas free of coating, layer thickness, visible sides, measurement points for layer thickness, specifications of contact points, type of process, and material type. Furthermore, the required dimensions and tolerances must be clearly stated, and the minimum layer thicknesses must be specified at a defined measurement point. We assume no liability for deviations in the order documents within an order.

Since the pretreatment of the workpiece to be coated has a significant impact on the fit, the following must be specified by the purchaser: without pretreatment (almost no dimensional change), E0 (slight dimensional change), E6 (removal of approx. 0.05mm – depending on the alloy, possibly more). If workpieces have not been mechanically pretreated by us, we cannot assume any liability or warranty for the coating. Additionally, suitable measuring and testing equipment must be provided to us.

The documents provided by the purchaser (orders, drawings, or similar) are binding for us. In the event of conflicting information on the order, the drawing shall prevail. The purchaser is liable for their accuracy, technical feasibility, and completeness. Aurolia Technologies GmbH is not obligated to verify them.

Oral agreements, side agreements, and contract amendments are only effective upon our written confirmation.

3. Prices

Our prices are purely net, without cash discounts or any other deductions, in Euro, ex works Meiningen – excluding packaging, applicable lump sums (such as environmental lump sum, rack lump sum, etc.), transport and insurance, and without liability assumption costs for raw part production, which will be invoiced separately upon commissioning. Granting of discounts requires the special written agreement of the contracting parties.

Significant changes in labor, material procurement, energy, transport, or financing costs entitle us to adjust prices or withdraw from the contract.

All our prices for achieving the agreed coating qualities presuppose a condition of raw material delivery suitable for coating (see point 6). Otherwise, we reserve the right to make corresponding price adjustments. The prices apply exclusively to parts designed for coating.

Prices from our offers can be referenced up to 6 months after the offer is made, provided that the underlying order data remains unchanged.

Orders with a value of up to 120 € (net) will be invoiced with a minimum order value of 120 €. Exceptions can be agreed upon in writing.

The minimum order value for hard anodizing is 300.00 euros per alloy, layer thickness, and process.

An offered price is always linked to the requested quantity. In the case of delivery of a lower quantity, Aurolia reserves the right to carry out a recalibration of the price.

If liability assumption for the workpieces to be processed for raw part production is desired, this must be done in writing and be recognizable on the order confirmation; otherwise, this is excluded.

4. Delivery Times

The delivery time begins at the earliest when all documents and necessary measuring instruments are available (see point 2), all contractually essential technical and organizational details are firmly established, and the order confirmation can be issued. Our delivery dates refer to the possible availability for collection in the goods dispatch area of Aurolia Technologies GmbH.

Unforeseeable, unavoidable, or other significant events at our company, at a supplier, or at a subcontractor, such as strikes, lockouts, operational disruptions, shortages of energy or materials, personnel shortages, official orders or interventions, natural disasters, lack of transportation, etc., which lead to delays in delivery or performance and are not attributable to us, extend the agreed delivery periods by the duration of the impediment and entitle both parties to withdraw from the contract in case of impossibility. Deliveries are made ex works in Meiningen.

5. Transport, Packaging, and Storage Regulations

The transportation of the goods is carried out on behalf and at the expense of the purchaser. The costs incurred by us for packaging are calculated at 6% of the invoice amount.

If we notify the goods as ready for shipment and the shipment or acceptance is delayed for reasons beyond our control, the risk passes to the purchaser upon receipt of the notification of readiness for shipment. Furthermore, we reserve the right to charge storage costs. These currently amount to 1% of the invoice amount for each commenced month. The storage fee is limited to 5% of the invoice amount; higher storage costs will be charged upon proof.

Insurance against transport damage is only carried out upon instruction and at the expense of the client. If processed goods are returned for reasons beyond our control, the client bears the risk until the goods are received by us.

For in-house freight services provided by Aurolia Technologies, we charge a flat rate of 50.00 euros net for each journey. If the order value exceeds 500.00 euros net, the flat rate for the journey can be waived upon written agreement.

If shipping is arranged through an external freight company, the client must ensure that visible damages upon delivery of the goods are recorded in writing by the carrier in the freight documents. If no written notice of damage is provided, we do not assume liability for the goods.

6. Warranty / Obligations of the Purchaser

We guarantee proper surface treatment in workmanship according to the recognized rules of technology, the applicable or generally recognized DIN, EN, and ISO regulations. The processing result is always suitable for ordinary use and has a quality that is customary for items of the same kind and can be expected by the purchaser based on the nature of the item. Deviations from a sample underlying the order may be unavoidable due to galvanic and chemical processes or due to quality differences in the raw material.

We do not assume responsibility for oral or written recommendations for clearance dimensions. These must be determined through appropriate sample processing.

The delivered raw parts must be free from any residues. These include, among others, plastic, grease, silicone, and oil residues (or similar residues affecting the coating process). Furthermore, the raw parts must be free from foreign bodies, Helicoils, adhesive residues, foils, etc., and must be delivered in a disassembled state without attachments. We do not assume any liability for the damage to non-coated attachments, even if they have been covered by us to the best of our knowledge and belief.

The client must prevent chemical and mechanical damage to the surface through suitable measures. Surface defects can intensify after coating.

Clearances and threads must be adequately provided. Sample coating is explicitly recommended by us.

Aurolia does not guarantee for previous work not carried out by us. The same applies to customer-specific masking already applied or provided by the customer. We explicitly point out that undercuts may always occur in masked areas and are not influenced by us. For this reason, we strictly reject complaints related to undercutting caused by masking.

As we refer to DIN 17611 in the anodizing coating process, we do not guarantee variations in structure, color tone, and gloss level within different batches. Different alloy compositions and material batches can lead to color deviations.

Defects must be reported in writing immediately upon receipt of the goods. The obligation to inspect also applies if sample parts have been sent. In the case of non-immediately recognizable defects, the same applies within the aforementioned period after the discovery of the defect. If defects are discovered during further processing, this must be stopped until we have verified the condition of the goods and made our decision.

In the case of untimely or non-formal complaints, the goods are considered approved by merchants within the meaning of the German Commercial Code (HGB).

Defectively surface-treated parts will be rectified by us free of charge. We reserve the right to forego rectification if it can be proven that the defect in the coated goods has only minor effects and the effort for rectification would be disproportionately high. In this case, we grant a credit note, which is limited to the amount of twice the coating value of the parts reported as defective.

Costs incurred due to unjustified complaints are to be borne by the purchaser.

The warranty applies only to stress under ordinary operational and climatic conditions in the Federal Republic of Germany. If the goods are intended for special conditions and we have not been informed in advance so that this has not become part of the contract, warranty for these special conditions is excluded. Claims for defects expire with regard to such defects where attempts at rectification have already been made by third parties and this has made rectification by the user more difficult, provided that the user has not had a reasonable opportunity for rectification beforehand.

For small and series parts, we assume no liability for reject and short deliveries of < 5% of the total order quantity. The purchaser undertakes to consider a corresponding surplus of raw parts to achieve the target quantity of coated parts in its delivery quantity. In principle, no liability is assumed for faulty coating resulting from design and construction (design-conducive construction). For damages during surface processing in our facility, we limit our liability to a maximum of twice the coating value. If you wish to assume liability for the entire raw part manufacturing costs, this must be communicated to us immediately and in writing before processing begins. You will then receive a final offer. The acceptance of the goods provided for processing by our goods receipt department is, apart from obvious deviations, generally subject to subsequent verification of quantity and weight. The customer does not receive guarantees in the legal sense from us. The quality after coating must be accurately described in a separate quality assurance agreement.[/vc_column_text][vc_column_text]

7. Retention of Title

All goods delivered or processed by us remain our property until full payment has been received.

The purchaser may only dispose of the goods coated by us in the course of proper business transactions. Pledging or transferring ownership to third parties is not permitted (extended retention of title).
The customer is entitled to resell the goods subject to retention of title within the scope of proper business transactions, as long as they are not in default of payment. However, the customer may not pledge or transfer the reserved goods as security. The customer hereby assigns to us, as collateral, the claims for payment against its customers arising from the resale of the reserved goods, as well as any claims the customer may have regarding the reserved goods arising from any other legal grounds (including against third parties).
Processing or transformation of the goods subject to retention of title by the customer is always carried out on our behalf. If the reserved goods are processed together with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the reserved goods (invoice amounts including VAT) compared to the other connected or mixed items at the time of connection or mixing.
If the customer’s item is to be regarded as the main item, the customer transfers co-ownership of this item to us proportionately. We accept the transfer.

The customer shall keep the sole ownership or co-ownership of the item thus created on our behalf.

8. Drawings/Tools/Racks

Our drawings, samples, models, and tools remain our property and must not be made accessible to third parties.

The costs for racks, which are manufactured by us or on our behalf by third parties for the production of contract services, are to be borne by the purchaser unless otherwise agreed in writing. Since the racks are manufactured using our proprietary know-how, they remain our property before, during, and after the execution of the purchaser’s order. Even if the purchaser has fully or partially borne the manufacturing costs for the racks, they have no claim to the surrender or transfer of ownership of the racks.

We undertake to use molds, tools, and racks only for the purchaser’s orders. In the event of the purchaser’s default in payment, we reserve the right to use the molds, tools, and racks as we see fit.

Our retention period for molds, tools, and racks ends two years after the purchaser’s last order.

9. Payment

Unless otherwise agreed, payments are to be made within 14 days from the invoice date without deductions or discounts. If this deadline is exceeded, the client will be in default of payment. In case of default of payment, we reserve the right to charge default interest at a rate of 9.14 percentage points above the base rate (Sections 286, 288 para. 2 BGB), without prejudice to further rights. We are entitled under Section 286 para. 3 BGB to send reminders before the expiry of the payment deadline.

A default of payment exceeding four weeks on the part of the debtor, failure to fulfill obligations arising from retention of title, or suspension of regular payments by the debtor will result in all claims becoming immediately due and payable. This also applies to checks or bills of exchange accepted with later maturity. The granting of discounts, bonuses, or rebates is null and void in this case.

Furthermore, we have the right to suspend work/deliveries that have not been fully completed and to make further processing and deliveries dependent on advance payments of the outstanding delivery/work value and provision of security for all other outstanding invoices. We are also entitled to withdraw from the contract and claim damages.

We also have the right to prohibit the purchaser from further resale of the goods and to reclaim unpaid goods at the expense of the purchaser. Further deliveries will only be made against advance payment.

The purchaser is not entitled to withhold payments due to counterclaims or to offset them against counterclaims unless these are acknowledged by us, undisputed, or have been legally established.

10. Factoring

We are entitled to assign the claims arising from our business relationships.

If the buyer is in default with any payment obligations towards us, all existing claims become due immediately.

To assert the rights arising from retention of title, rescission of the contract is not required unless the debtor is a consumer.

All payments are to be made exclusively to VR Factoring GmbH, Hauptstraße 131 – 137, 65760 Eschborn, with discharging effect, to which we have assigned our current and future claims from our business relationship. We have also transferred our retention of title to VR Factoring GmbH.

To fulfill our factoring contract (assignment of our claims and transfer of debtor management), we will forward the following data to the financial services institution VR Factoring:

– Names and addresses of our debtors
– Data of our claims against our debtors (especially gross amount and due date)
– Names of contacts and contact details of our debtors (telephone number, email address) for coordination of debtor accounting

VR Factoring will disclose the company data of the debtors to credit agencies and trade credit insurers, as well as to processors (IT data processing, printing service providers, etc.).

Further details regarding data processing can be found in the “Data Protection Information” of VR Factoring GmbH, which you can view and download online at http://www.vr-factoring.de/datenschutz. Offset by the customer with counterclaims is excluded unless the counterclaims are undisputed or legally established. The assertion of a right of retention by the customer is excluded unless it is based on the same contractual relationship or the counterclaims are undisputed or legally established.

11. Place of Performance, Jurisdiction

If the purchaser is a merchant, a legal entity under public law, or a special fund under public law, the place of jurisdiction for both contracting parties is the registered office of the contractor. The place of performance is our place of business, unless it concerns warranty claims or claims relating to the rescission of a contract.

The laws of the Federal Republic of Germany apply, excluding foreign law and the United Nations Convention on Contracts for the International Sale of Goods. The German version of a contract text is authoritative.

For all disputes arising from the contractual relationship, whether direct or indirect, the exclusive place of jurisdiction is the local court in Meiningen. However, we are entitled to sue the supplier at any other competent court. In the case of asserting a claim assigned by us, this may also be in Frankfurt am Main.

12. privacy policy

Our privacy policy can be found on our website at the following link: >>https://www.aurolia.de/datenschutz/<<.

13. Severability Clause

If any of the foregoing provisions of these terms and conditions are found to be void, invalid, or unenforceable for any reason, the validity of the remaining provisions and of the underlying contract shall remain unaffected. In such a case, the parties are obliged to replace the ineffective provision with an agreement that corresponds to the purpose of the provision that has become ineffective.