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Table of contents
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1. Scope of application, contractual partners and definitions

2. Conclusion of contract and contract language 

3. Delivery conditions and transport damage

4. Prices, shipping costs and terms of payment

5. Liability for defects

6. Liability for damage

7. Statute of limitations

8. Force majeure

9. Retention of title 

10. Naming as reference customer

11. Repair services

12. Amendments to the General Terms and Conditions 

13. Final provisions

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1 Scope of application, contractual partners and definitions

1.1
The following General Terms and Conditions (hereinafter referred to as “GTC”) apply to all contracts between ARX Robotics GmbH, represented by the managing directors Marc A. Wietfeld, Stefan Röbel & Maximilian Wied, Möslstraße 19B, 85445 Oberding, Germany, e-mail: info@arx-robotics.de, Internet: https://www. arx-robotics.de/, registered office of the company: Munich, registration court: Munich Local Court, registration number: HRB 282951 (hereinafter referred to as “Seller”) and the customers (hereinafter referred to as “Buyer”, jointly also referred to as “Parties”) of the Seller.

1.2
These GTC apply to contracts for the sale and delivery of movable goods (hereinafter “goods”) which the buyer concludes with the seller using means of distance communication (e.g. telephone, e-mail, letter) exclusively through individual communication within the meaning of Section 312j (5) sentence 1 German Civil Code. This applies regardless of whether the seller manufactures the goods himself or purchases them from suppliers (Sections 433, 650 German Civil Code).
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1.3
If the Buyer uses conflicting or supplementary terms and conditions, their validity and inclusion is hereby objected to, unless otherwise agreed between the parties. These GTC shall also apply exclusively if the Seller carries out the delivery to the Buyer without special reservation in the knowledge that the Buyer's terms and conditions conflict with or deviate from these GTC.
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1.4
These GTC apply exclusively if the buyer is an entrepreneur. According to § 14 of the German Civil Code, an entrepreneur is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of their commercial or independent professional activity. In contrast, a consumer pursuant to Section 13 German Civil Code is any natural person who enters into a legal transaction for purposes that are predominantly outside his trade, business or profession.
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1.5
Entrepreneurs within the meaning of these GTC are also authorities, corporations, institutions, foundations, legal entities under public law or special funds under public law that act exclusively under private law when concluding the contract.

1.6
The Seller's offer is aimed exclusively at entrepreneurs in accordance with Sections 1.4 and 1.4 of these GTC. The seller does not conclude contracts with consumers, § 13 German Civil Code. The seller can therefore demand that the buyer provides the seller with sufficient proof of his entrepreneurial status before concluding the contract. This can be done, for example, by providing a VAT identification number of a member state of the European Union and proof of residence or other suitable proof of legitimacy (e.g. business registration, extract from the commercial register). The data required for the proof of identity must be provided by the buyer completely and truthfully.

1.7 Unless otherwise agreed between the parties, these GTC shall also apply in the version valid at the time of the Buyer's order or in any case in the version last communicated to him in text form as a framework agreement for similar future contracts, without the Seller having to refer to them again in each individual case.

2 Conclusion of contract and contract language

2.1
The Buyer may submit a non-binding request for a quotation to the Seller by telephone, e-mail or via the online contact form provided on the Seller's website.

2.2
At the Seller's request, the Buyer shall receive a binding offer from the Seller for the product(s) previously selected by the Buyer in writing or text form (by letter or e-mail).

2.3
The Buyer may accept this offer by sending the Seller a declaration of acceptance by e-mail or by paying the purchase price offered by the Seller within the reasonable acceptance period specified by the Seller in the offer, starting from receipt of the offer. The day of receipt of the offer is not included in the calculation of the deadline. The date of receipt of payment in the seller's business account is decisive for the timeliness of payment. If the last day of the acceptance period falls on a Saturday, Sunday or a public holiday recognized by the state at the buyer's place of business, this day shall be replaced by the next working day. In his offer, the seller shall specifically point out to the buyer that he is no longer bound by his offer if the buyer does not accept it within the aforementioned period.

2.4 The contract shall be concluded exclusively in German.

If the parties have agreed special conditions, these shall not apply to current and future contractual relationships with the Buyer.

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3 Delivery conditions and transport damage

3.1
Unless otherwise agreed between the parties, goods shall be delivered by dispatch within the delivery area specified by the Seller to the delivery address specified by the Buyer. The delivery address specified by the Buyer during the order process shall be decisive.
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3.2
If the goods are delivered by a forwarding agent, delivery shall be “free kerbside”. In this case, the goods will be delivered to the nearest public curb of the specified delivery address. This shall only apply unless otherwise agreed between the parties.
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3.3
The Seller is permitted to make partial deliveries insofar as this is reasonable for the Buyer. In the case of reasonable partial deliveries, the Seller shall also be entitled to issue partial invoices.

If the delivery of the goods fails for reasons for which the Buyer is responsible, the Buyer shall be obliged to bear the necessary costs incurred by the Seller as a result.
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3.4
The risk of accidental loss and accidental deterioration of the goods sold shall pass to the Buyer upon delivery of the goods to the forwarding agent, carrier or other person or institution designated to carry out the shipment. This also applies if the seller bears the costs of transportation. Transport insurance shall only be taken out at the special request and for the account of the buyer.
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3.5
If delivery is not possible for reasons for which the buyer is responsible, the buyer shall bear the costs for the unsuccessful delivery and shall be obliged to pay a lump-sum compensation for delay. The costs are to be borne by the buyer if, for example, the goods do not fit through the front door, front door or staircase of the buyer, or because the buyer is not found at the delivery address specified by him, although the delivery time was announced to the buyer with reasonable notice. The costs shall amount to 1% for each full week of delay, but in total not more than 8% of the value of the total delivery or the part of the total delivery not accepted. The parties shall be entitled to prove that they have incurred no damage at all, lower damage or higher damage than the above lump sum.

3.6
If the Seller is unable to meet binding delivery deadlines for reasons for which it is not responsible (non-availability of the goods), the Seller shall inform the Buyer of this immediately and at the same time inform the Buyer of the expected new delivery deadline. If the goods are still not available within the new delivery period despite all reasonable efforts by the Seller, the Seller shall be entitled to withdraw from the contract in whole or in part; the Seller shall immediately reimburse any consideration already paid by the Buyer. A case of non-availability of the goods shall be deemed to be in particular the failure of the Seller's suppliers to deliver to the Seller on time or properly, provided that the Seller has concluded a congruent hedging transaction and neither the Seller nor its suppliers are at fault.

The buyer has the option of collecting the goods from the seller. In the case of self-collection, the seller first informs the buyer in text form (by e-mail) that the goods are ready for collection. The buyer can collect the goods from the seller's place of business after being notified that the goods are ready for collection and after making an appointment. If the buyer collects the goods himself, no shipping costs will be charged.

4 Prices, shipping costs and terms of payment

Unless otherwise stated in the seller's description of the item or service, the prices quoted are in EURO and are net prices plus the statutory value added tax applicable at the seller's registered office on the day of invoicing and, if applicable, plus any delivery and shipping costs incurred. The amount of any delivery and shipping costs incurred shall be stated separately in the respective item or service description.

4.1
If the transport company returns the shipped goods to the seller because delivery to the buyer was not possible, the buyer shall bear the costs for the unsuccessful shipment. This does not apply if the buyer is not responsible for the circumstance that led to the impossibility of delivery or if he was temporarily prevented from accepting the service offered, unless the seller had notified him of the service a reasonable time in advance.

4.2
If the Buyer's order is made by partial deliveries in accordance with Section 3.3, the Buyer shall only incur shipping costs for the first partial delivery. If the partial deliveries are made at the Buyer's request, the Seller shall charge shipping costs for each partial delivery.

4.3
If the agreed price has increased at the time of performance due to an increase in material production and/or material and/or product procurement costs, wage and ancillary wage costs, social security contributions and energy costs and costs due to environmental regulations, and/or currency regulations and/or changes in customs duties, and/or freight rates and/or public charges and/or due to an increase in the fees charged by third parties involved in the performance of the service, the higher price shall apply if there are more than four (4) months between the conclusion of the contract and the agreed performance date. If the new price is 20% or more higher than the originally agreed price due to the Seller's right to adjust the price, the Buyer shall have the right to withdraw from the contract. This right must be asserted by the Buyer immediately after notification of the increased price.

4.4
If delivery is made to countries outside the European Union, additional costs may be incurred in individual cases. These costs shall be borne by the Buyer if the Seller is not responsible for them. These costs may include taxes, customs duties and other public charges as well as costs for the transfer of money by credit institutions (e.g. transfer fees, exchange rate fees). Where applicable, some of the aforementioned costs may also arise for deliveries to countries within the European Union if the buyer makes the payment from a country outside the European Union.

4.5
The payment method(s) will be communicated to the buyer in the seller's offer:

If the payment method “invoice” is selected, the purchase price is due after the goods have been delivered and invoiced. The purchase price is due for payment within 30 days without discount after receipt of a proper and verifiable invoice, unless otherwise agreed between the parties. The receipt of the invoice amount in the seller's business account shall be decisive for the timeliness of payment. The Seller reserves the right to offer the payment method “invoice” only up to a certain order volume and to reject it if the specified order volume is exceeded. In this case, the seller will inform the buyer of a corresponding payment restriction in his payment information.

4.6
Upon expiry of the above payment deadline, the Buyer shall be in default. The outstanding remuneration shall bear interest during the period of default at the applicable statutory default interest rate. The Seller reserves the right to claim further damages caused by default (e.g. reasonable costs of necessary legal defense including all court and legal fees, costs for dunning procedures or debt collection). In the case of merchants, the seller's claim to commercial maturity interest (§ 353 German Commercial Code) remains unaffected. In the event of overdue claims, incoming payments by the Buyer shall first be offset against any costs and interest and then against the oldest claim.

4.7
The Buyer shall only be entitled to set-off rights if his counterclaims have been legally established or are undisputed and are mutually linked to the Seller's main claim or have been recognized by the Seller.

4.8
The Buyer shall have no right of retention unless the Buyer's counterclaim arises from the same contractual relationship and is undisputed or has been legally established. Written notification to the seller is required to assert this right.

4.9
If it becomes apparent after conclusion of the contract (e.g. through an application for the opening of insolvency proceedings) that the Seller's claim to payment is jeopardized by the Buyer's inability to pay, the Seller shall be entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw from the contract (Section 321 German Civil Code).

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5 Liability for defects

5.1
Unless expressly agreed otherwise between the parties, the statutory liability for defects shall apply. The following shall apply in deviation from this:

5.2
In the case of new goods, the limitation period for claims for defects is one (1) year from the transfer of risk. The statutory limitation periods for the right of recourse according to § 445a German Civil Code remain unaffected.

5.3
The Seller shall initially provide warranty to the Buyer at its discretion by remedying the defect (rectification) or by delivering a defect-free item (replacement delivery). If a replacement delivery is made within the scope of liability for defects, the limitation period shall not begin again.

5.4
The Seller's own description of the item or service and the manufacturer's specifications, which are included in the contract, apply exclusively to the quality of the goods; the Seller assumes no liability for public statements made by the manufacturer or other third parties (e.g. advertising statements).

5.5
An insignificant defect shall not justify any claims for defects and shall not entitle the Buyer to refuse acceptance of the goods. If a part of the goods has a not insignificant defect, this does not entitle the buyer to complain about the entire delivery. This shall not apply if the partial delivery is of no interest to the Buyer. Furthermore, the seller is entitled to make the subsequent performance owed dependent on the buyer paying the purchase price due. However, the buyer is entitled to retain a reasonable part of the purchase price in proportion to the defect. If goods are provided free of charge, the seller shall only be liable for defects insofar as he is guilty of intent or gross negligence.

5.6
Furthermore, claims for defects shall not arise in the event of natural wear and tear or damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable equipment or due to special external influences which are not provided for in the contract. If improper modifications or repair work are carried out by the purchaser or third parties, no claims for defects shall exist for these and the resulting consequences, unless the purchaser can prove that the fault complained of was not caused by these modifications or repair work.

5.7
If the supplementary performance has taken the form of a replacement delivery, the Buyer is obliged to return the goods first delivered to the Seller within 30 days. The return shipment must contain the necessary information, such as the reason for the return shipment, the buyer's name and the return number assigned to the defective goods, so that the seller can assign the returned goods. If it is not possible to assign the return shipment for reasons for which the buyer is responsible, the seller is not obliged to accept the returned goods and to refund the purchase price. In this case, the costs of reshipping the goods shall be borne by the buyer.

5.8
If the Seller delivers a defect-free item for the purpose of subsequent performance, the Seller may claim compensation for use from the Buyer in accordance with Section 346 (1) German Civil Code. Other statutory claims remain unaffected.

5.9
The above restrictions and shortening of time limits do not apply to claims based on damage caused by the seller, its legal representatives or vicarious agents:

• in the event of injury to life, limb or health
• in the event of intentional or grossly negligent breach of duty and fraudulent concealment of a defect
• for goods that have been used for a building in accordance with their normal use and have caused its defectiveness,
• in the event of a breach of essential contractual obligations, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the buyer may regularly rely (cardinal obligations)
• within the scope of a guarantee promise agreed separately between the parties
• insofar as the scope of application of the Product Liability Act is opened up.

5.10.
If the Buyer acts as a merchant within the meaning of § 1 German Commercial Code, the obligation to inspect and give notice of defects regulated in §§ 377, 381 German Commercial Code shall apply. If a defect is discovered during delivery, inspection or at any later point in time, the Seller must be notified immediately in writing. In any case, obvious defects must be reported in writing immediately after delivery and defects not recognizable during the inspection must be reported in writing within the same period after discovery. If the Buyer fails to inspect the goods and/or report defects, the goods shall be deemed to have been approved, unless the defect was not recognizable during the inspection. This does not apply if the seller has fraudulently concealed a defect.

6 Liability for damages

6.1
With regard to the services provided by the seller, the seller, its legal representatives and vicarious agents shall be liable without limitation

• in the event of intent or gross negligence,
• in the event of intentional or negligent injury to life, limb or health,
• in the case of warranty promises, insofar as this is agreed between the parties,
• insofar as the scope of application of the Product Liability Act is opened.

6.2
In the event of a breach of material contractual obligations, the Seller's liability shall be limited to the foreseeable damage typical for the contract, unless liability is unlimited in accordance with Section 6.1. Essential contractual obligations are those obligations which the contract imposes on the seller according to its content in order to achieve the purpose of the contract, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the buyer may regularly rely (so-called cardinal obligations).

6.3
Any further liability of the seller is excluded.

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7 Limitation period

Claims of the Buyer against the Seller shall become statute-barred - with the exception of the claims regulated under Clause 5 - one year after knowledge of the facts giving rise to the claim, but no later than five years after performance of the service, unless unlimited liability applies in accordance with Clause 6.

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8 Force majeure

In the event of force majeure affecting the performance of the contract, the Seller shall be entitled to postpone the delivery for the duration of the hindrance and, in the event of longer-term delays, to withdraw from the contract in whole or in part, without any claims against the Seller being able to be derived from this. Force majeure shall be deemed to be all events which are unforeseeable for the Seller or which - even if they were foreseeable - are beyond the Seller's control and whose effect on the fulfillment of the contract cannot be prevented by reasonable efforts on the part of the Seller. Any statutory claims of the Buyer shall remain unaffected.

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9 Reservation of title

9.1
The Seller retains title to the delivered goods until full payment of all current and future claims of the Seller arising from the purchase contract and an ongoing business relationship (secured claims). The buyer is entitled to resell the reserved goods in the ordinary course of business. The Buyer assigns to the Seller in advance all claims against third parties arising from the resale - irrespective of any combination or mixing of the reserved goods with new items - in the amount of the respective invoice amount including the statutory value added tax applicable on the date of invoicing. The Buyer shall remain authorized to collect the claims even after the assignment. The seller's right to collect the claims himself remains unaffected. The Seller shall not collect the claims as long as the Buyer meets its payment obligations to the Seller, is not in default and no application for the opening of insolvency proceedings has been filed.

9.2
The buyer is obliged to treat the reserved goods with care until the transfer of ownership. In addition, he is obliged to insure the goods subject to retention of title at his own expense against theft, fire and water damage at replacement value, insofar as this is appropriate or customary in the industry. The buyer must also carry out any necessary maintenance and inspection work in good time at his own expense.

9.3
The goods subject to retention of title may not be pledged to third parties or assigned as security before full payment of the secured claims. The Buyer shall notify the Seller immediately in writing if an application for the opening of insolvency proceedings is filed or if the goods belonging to the Seller are seized by third parties (e.g. attachments).

9.4
If the Buyer acts in breach of contract, in particular in the event of non-payment of the purchase price due, the Seller shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods on the basis of the retention of title. The demand for the return of the goods does not at the same time include a declaration of withdrawal. Rather, the seller is entitled to merely demand the return of the goods and reserve the right to withdraw from the contract. If the buyer does not pay the purchase price due, the seller may only assert these rights if the seller has previously set the buyer a reasonable deadline for payment without success or if such a deadline is dispensable according to the statutory provisions.

9.5
Until revoked in accordance with clause 9.5.3 below, the Buyer is authorized to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition.

9.5.1
The retention of title shall extend to the full value of the Seller's products resulting from the processing, mixing or combining of the goods, whereby the Seller shall be deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their right of ownership remains, the Seller shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the goods delivered under retention of title.

9.5.2
The Buyer hereby assigns to the Seller as security any claims against third parties arising from the resale of the goods or the product, either in full or in the amount of any co-ownership share in accordance with the previous paragraph. The Seller accepts the assignment. The Buyer's obligations set out in Section 9.4 also apply with regard to the assigned claims.

9.5.3
The buyer remains authorized to collect the claim alongside the seller. The seller undertakes not to collect the claim as long as the buyer meets his payment obligations to the seller, there is no lack of his ability to pay and the seller does not assert the retention of title by exercising a right in accordance with section 9.5. If this is the case, however, the seller can demand that the buyer inform the seller of the assigned claims and their debtors, provide all information necessary for collection, hand over the associated documents and inform the debtors (third parties) of the assignment. In this case, the seller is also entitled to revoke the buyer's authorization to further sell and process the goods subject to retention of title.

9.5.4
The Seller undertakes to release the securities to which he is entitled at the Buyer's request, provided that the amount of the securities exceeds the sum of all outstanding claims of the Seller from the business relationship by more than 10% (or more than 50% if there is a risk of realisation). The Seller can release the securities at his discretion.

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10 Mention as reference customer

10.1
The seller is entitled to name the buyer as a reference customer after obtaining the buyer's prior written consent. The buyer can refuse consent at any time without giving reasons and can revoke consent once given. In the second case, the seller remains entitled to use advertising material that has already been created.

10.2
The information can also be provided online, for example on the seller's website and/or social media channels, including the display of the buyer's company logo. For this purpose, the buyer grants the seller a simple, temporally and spatially unlimited, non-transferable right of use with regard to the name and trademark rights required for this purpose.

11 Special conditions for repair services

11.1
If the parties agree to repair an item belonging to the buyer, the following provisions apply:

11.2
The place of performance and fulfillment for repair services is the Seller’s place of business.

11.3.
The seller provides its services through qualified personnel selected by it. It is entitled to engage third parties (subcontractors) to provide the service. Unless otherwise agreed between the parties, the buyer has no right to select a specific person to provide the service.

11.4
The Buyer will support the Seller in providing its contractual services by providing appropriate cooperation. In particular, the Buyer will provide the Seller with the information required for this purpose about the defect and its causes, as well as a comprehensive description of the defect identified, free of charge, in full and in a timely manner, and will allow employees or subcontractors access to the Seller's premises to the extent necessary.

11.5
If the buyer provides the seller with information for use, he assures that he is authorized to hand over and use this information. The seller is not obliged to check the content provided by the buyer, in particular not with regard to whether it is suitable for achieving the purpose of the commissioned service. An obligation to check only exists if the procurement of the information falls within the seller's scope of duties based on the contract concluded between the parties.

11.6
The buyer is obliged to send the item to be repaired to the seller's place of business at his own expense and risk. The buyer is advised to take out transport insurance. Furthermore, to avoid transport damage, it is recommended that the item be sent in transport packaging suitable for transport. If obvious transport damage occurs during shipment, the seller will inform the buyer of this immediately so that the buyer can assert any rights he may have against the transport person.

11.7
The risk of accidental loss and accidental deterioration when returning the item passes to the buyer as soon as the seller has handed the item over to the forwarding agent, the carrier or the other person or institution designated to carry out the shipment. The buyer shall bear the costs of returning the item. If the buyer wishes to take out transport insurance, the seller will take out this at the buyer's expense.

11.8
The aforementioned provisions do not limit the buyer's statutory rights in the event of defects with regard to a purchase agreement concluded between the parties.

The seller is liable for defective repair services in accordance with the legally applicable provisions.

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12 Amendment of the General Terms and Conditions

Changes to these terms and conditions will be notified to the customer in writing by email before they come into effect and will take effect one month after this notification unless a later date is expressly specified. The changes are deemed to have been approved by the customer unless the customer objects to the changes to the terms and conditions in writing or in writing by email within one month of receiving the notification of the change. The provider will inform the customer of his right of objection and the associated legal consequences in the notification of the change.

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13 Final provisions

13.1
Any assignment of claims arising from the contract concluded between the parties by the Buyer, in particular any assignment of any claims for defects by the Buyer, is excluded.

13.2
These General Terms and Conditions and the contractual relationship between the parties shall be governed by the law of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

If the buyer is a merchant within the meaning of the German Commercial Code, an entrepreneur within the meaning of Section 14 of the German Civil Code, a legal entity under public law or a special fund under public law, the exclusive - including international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the seller's place of business. In all cases, the seller is also entitled to bring an action at the place of performance of the service obligation in accordance with these General Terms and Conditions or a priority individual agreement or at the buyer's general place of jurisdiction. Priority statutory provisions, in particular those relating to exclusive jurisdiction, remain unaffected.

13.3
Should individual provisions of the terms and conditions be invalid, this shall not affect the validity of the remaining provisions. The contracting parties shall endeavour to replace the invalid provision with a valid one that comes as close as possible to the economic meaning of the invalid provision.