General Terms and Conditions

We become exclusive on basis of these terms of business active and contradict differently being conditions.

The APST service&trading (in the following APST called) is a trading company with affiliated service office and sells machines, devices and consumables for the cable technology, electrotechnology and electronics manufacturing to company according to the law §14 German Civil Code (in the following purchaser called). The service office contain following main focuses:

• document service
• media design
• engineering and construction

Our services contain in detail compiling of innovative, tailor-made design concepts or advertising concepts – creation and treatment of product catalogues, instructions, demo films etc. – as well as development and construction for the product adaptation for our customers (in the following client called). At our service office ordered projects we get ourselves after the best knowledge and conscience on the basis to us accessed documents, media and the generally accessible market research data. A certain advertising success does not owe APST to the customer by these services.

§1    Area of validity
(1) These terms of business are valid exclusively towards enterprisers, legal entities of the public right or public service special property in terms of §310 Section 1 German Civil Code. We recognise contradictory or from our terms of sale to divergent conditions of the purchaser or client only if we agree expressly in writing to the validity.
(2) These terms of business are also valid for all future transactions or orders with the purchaser or the client, as far as it concerns legal transactions of related kind. The customer agrees with the first order with the fact that these GTC should be also valid for follow-up orders, without a renewed reference is necessary. Additional regulations need in isolated cases the written form.

§ 2    Offer and Conclusion of the contract
(1) Provided that an order by the purchaser presented as an offer according to §145 German Civil Code, we can accept this within two weeks.
(2) Orders to the service office by the client must be given in written form as a fax or by e-mail. Project basis for design works, media works and document works as well as contract components of these works is beside the project contract and its attachments from the client in a briefing to APST be handed over. If the briefing is informed by the client to APST verbally or by telephone, APST about the contents of the briefing creates a re-briefing which will pass to the client  within 5 working days after the verbally or telephone communication. This re-briefing becomes an obliging contract component if the client does not contradict this re-briefing within 5 working days. At the latest however, from access of templates or data by the client to the project work with APST, the contract is valid and is binding for both sides. With a contract resignation before completion of the project APST is entitled all costs resulted till then and expenses in the full extent charge to the client. All works created till then are to be handed over so far possibly to the client.

§ 3    Documents handed over
(1) The client makes available APST everybody for the realisation of the project to required data and documents free of charge. All working documents are used trustworthy by APST, are protected against the access of third, are used only for the development of the respective order and are returned after finishing of the order to the client or are deleted.
The customer will give in connection with an ordered project additional orders to this project to other agencies or service providers only after consultation and in the agreement with APST.
(2) In all in connection with the ordering to the customer (client or purchaser) to handed over documents, as for example calculations, drawings etc., we reserve ourselves property rights and copyrights. These documents may be made to third not accessible, unless, we give in addition to the customer our explicit written approval. As far as we do not accept the offer of the purchaser within the term from §2, these documents are immediately to be sent back us. If these documents were made available electronically by e-mail, the data are to be deleted immediately permanently.
(3) With ordering to our service office is to be proceeded with all order objects (data and documents) as on top described, if the client does not own the utilisation rights or has not acquired yet from us. The utilisation rights for the developed ideas, draughts, intellectual works, pattern, models or otherwise to the protection of the copyright to being defeated things by APST remain as long as in the exclusive possession competence of APST, until the client has paid the invoice amount completely. The client receives therefore only with the entire payment the rights of use for the created objects.

§ 4    Prices and Payment
(1) Provided that nothing is agreed contrary in writing, our prices are valid ex works excluding packing and plus value added tax by in each case valid height. Costs of the packing are charged separately.
(2)The payment of the invoice amount has to occur exclusively on the bank account called on the invoice. The deduction of discount payment is allowed only with written special arrangement.
(3) Provided that nothing else is agreed, the purchase price of the product or the price of service rendered is to be paid within 10 days after delivery or completion. If the respective amount is still unpaid after we are entitled to charge default interest of 9% above the current base interest rate as far as there are no higher damages proven by us. Furthermore, we are entitled to charge all reminder fees and expenses additionally. At our discretion, we can also claim these costs with a lump sum of 40 EUR per each default.
(4) If no fixed price agreement was met, adequate price changes are left because of changed wage, material, and selling costs for the deliveries which occur 3 months or later after completion of the contract.
(5) Our service office reserves itself with ordering basically prepayment at the beginning of the works, e.g., by design creation etc. If APST insist on prepayment before the start of the project and no payment appropriate for term occurs, no guarantee can be taken over for a contract realisation in time. With late receipt of payment APST try to keep the agreed deadline of the service exclusively on goodwill base, however, APST is free otherwise of the accomplishment. To the circumstances between receipt of payment and the preservation of the rights of use after §3 of these GTC it is expressly pointed out. Additional provision of services of our service office resultant from unpredictable additional expenditure needs the mutual arrangement and if necessary the postremuneration.
(6) Invoices for deliveries and/or services will be strictly provided via e-mail in electronic form. We will send the invoices, as a PDF, to the indicated e-mail address given by you at the time when goods and/or services are ordered. Invoicing via paper is only possible if specific prior written agreement has been concluded concerning terms of payment. Paper invoice without handling fee will only be issued if the commercial invoice is a necessary document of the shipping documents. The handling fee depends on the cost of the postal service to the receiving country.

§ 5    Set-off and Rights of retention
The right of retention or offset against any counterclaims is only possible if such counterclaims have been acknowledged or adjudicated with res judicata effect by a court of law. The customer is authorised only in this respect to the exercise of a retention right when his counterclaim is based on the same contractual relationship.

§ 6    Delivery time
(1) The beginning of the delivery time given by us assumes the timely and proper fulfilment of the obligations of the purchaser / client. This are in particular while manufacturing after sample the supply appropriate for term of the samples in usable quality. With ordering to our service office all required documents must be given to this on time at the beginning of the project. If the client of this duty does not follow, the delivery term of the project is extended at least by this customer-sided owed delay time. The objection of the not full contract is left.
(2) If the purchaser is in default of acceptance or if he violates other duties to cooperate, APST shall be entitled to demand compensation for resulting damages, including any possible extra expenditure.
We reserve the right to further claims on our behalf. The risk of accidental deterioration or destruction shall pass to the purchaser as soon as he is in arrears with his acceptance.
(3) In the event of a delivery being delayed the purchaser is entitled to claim only an inclusive sum in compensation for the delay of 3 % of the overdue value of the order for each complete week after 14-day delay up to a maximum of 15 % of this order value for proven losses due to the delay.
(4) Other legal claims and rights of the customer because of a delay of delivery remain untouched.
(5) Late deliveries caused by force majeure and due to events that render the delivery conditions considerably more difficult and make same impossible for us, these especially including strike, lock-out, administrative orders, unforeseeable operational interruptions and factory malfunctions in the production area, delayed production or production made impossible by unavoidable lack of raw materials, and other events, which are not attributable to us, shall entitle us to postpone the delivery by the duration of the hindrance plus a reasonable start-up time, or to withdraw from the contract, as far as the portion of it not yet delivered is concerned, either in part or in full. A compensation claim of the customer against us does not result from it. This is also valid if thereby for the customer important terms and/or events cannot be kept and/or do not enter.

§ 7    Dispatching and Risk transfer
The purchaser has to take the risk of an accidental destruction and an accidental deterioration of the goods at the handing over, in case of a mailing purchase at delivering the object to a forwarding agent, the haulier or other people or institutions/departments responsible for the consignment. This is valid no matter whether the sending of the product of the place of fulfilment occurs or who carries the carriage costs.

§ 8    Reservation of title, Copyrights and Usage rights
(1) The customer acquires with the complete payment of the agreed fee for the by contract agreed duration and in the by contract agreed extent the rights of use all of APST within the scope of this order to manufactured works and works. This transmission of the rights of use is valid, as far as a transmission is possible according to German law and is valid for the agreed use in the area of the Federal Republic of Germany. Uses about this area go out, need a written arrangement within the scope of the order or a separate written additional agreement. Rights of use the works which are not paid with ending of the contract yet remain subject to otherwise of concerted agreements with APST.
(2) The order objects remain up to the entire payment of the agreed price and all including conditional and subsidiary receivables property of APST. By wide disposal the client resigns beforehand all claims against the third in APST fulfilment-half and, nevertheless, the client responsibles furthermore as a codebtor for the agreed price.
(3) The provision of services compiled within the scope of the order are protected as personal spiritual creations by the Copyright Act. This regulation is also valid as agreed if the creation height necessary according to the Copyright Act is not reached.
(4) APST may sign from her developed works appropriately and industry-customary and publish the given order for self-advertising. This signing and advertising use can be excluded by a corresponding separate arrangement between APST and the client.
(5) The works of APST may not be changed by the customer or by the customer of representative third neither in the original nor with the reproduction. Every imitation, also in shares of the complete works, is inadmissible. With offence APST of the customer an additional fee is entitled by the at least 2.5-fold height of the originally agreed fee.
The transference of granted rights of use to third and/or multiple exploitations are, insofar as by the first order otherwise regulated, liable to fee and need the approval of APST. About the extent of the use APST is entitled with inquiry an information claim.
(6) If the client leaves reproductive material or other design submissions, picture submissions, film submissions or sound submissions, thus he explains and guarantees with the provision of the material that he is holder of rights of use according to the in each case appropriate copyrights.
Otherwise the customer is responsible for the injury of copyrights of third and releases the APST from third claims from the copyright infringement.
(7) All copyrights and rights of use as well as any patent law in works resultant from developments and construction work within the scope of a product adaptation remain with APST. The customer acquires no rights, unless deviant regulations were fixed expressly in writing.
(8) We reserve ourselves with sales contracts the property in the delivered commodity up to the entire payment of all demands from the supply agreement. This is also valid for all future deliveries, even if we do not appeal always expressly to it. We are entitled to take back the purchase case if the customer behaves contrary to the contract.
(9) The purchaser is obliged, as long as the property has not gone over yet on him to take good care of the commodity. In particular he is obliged to insure of this at own expenses against theft damage, fire damage and water damage enough to the replacement value. Must be carried out servicing and inspection work, the purchaser has to do this at own expenses on time. As long as the property has not gone over yet, the purchaser has to inform us immediately in writing if the delivered object is impounded or is put out to other interventions of third. As far as the third is not able to refund for us the judicial and extrajudicial expenses of a lawsuit according to §771 civil process order, the purchaser is liable for the financial loss resulted to us.

§ 9    Obligation of safekeeping and Terms
The safekeeping duties of all works end basically also with delivery and purchase of the project etc. on the part of APST. In particular APST cannot provide storage capacities for the period which is agreed for the project treatment. The original preservation including the backup copies of all project components is incumbent after project conclusion upon the client. If finished works from the customer's area of our web page are not collected within 8 days, we are entitled to delete the data irrevocably, unless a deviant period was agreed expressly in writing. The service office of APST is not legally responsible for data loss and all consequential damages, if the client not attend to his duty,

§ 10    Obligation of secrecy - APST
APST is obliged, all knowledge them on account of an order of the customer – indifferently whether purchaser or client – receives to treat chronologically unrestrictedly strictly confidentially and to oblige her employees, as well as from her pulled up third also in the same manner to absolute silence.

§ 11    Warranty, Claims and Complaints
(1) Warranty claims of the customer are conditional on proper fulfilment of his obligations to inspect and complain as owed under §377 HGB (German trade code).
(2) Provided that no contrary warranty period are agreed in writing, any claims for defects come under the statute of limitations in 12 months after followed delivery of the product delivered by us with our customer. With contract for services the warranty period amounts like with the sales contract 12 months. There is no guarantee, if it is explicit or silent, for all creative works, for customised documents and for media of all kind. The client is obliged with project completion to check this on correctness, completeness and content (see section 8). Excluded from the liability for material defects are all parts that are subject to wear or tear and any cases of improper use. In case of mistaken deliveries or defectiveness, you must inform us before the return of the product and our approval is to be requested. If the object of sale are old and/or used material or spare parts any liability for material defects shall be excluded. The object of sale was purchased from the customer, as seen or how described and documented from APST, and there is no guarantee.
(3) If, despite all care being taken at our premises, the delivered goods contain a defect that already existed at the time that the Risk passed, then we will, at our election and subject to receiving notification of the defect within the required time, repair the goods or deliver substitute goods. We must always be given the opportunity to render subsequent performance within a reasonable time. Contribution claims shall be deemed unaffected without restriction of aforesaid terms.
(4) If subsequent performance is not successful, i.e. if at least two attempts at reworking fail or if the purchaser cannot be reasonably expected to tolerate subsequent performance, the purchaser has the right - without prejudice to any damages claims - to rescind the contract or require a reduction in payment.
(5) Claims for defects do not exist with only unimportant divergence of the agreed condition, with only unimportant encroachment of the usefulness, with natural wear or wear like with damages which originate after the passing of risk as a result of faulty or negligent treatment, excessive use, inexpedient operating resources, defective construction work, inexpedient subsoil or on account of special external influence which is not assumed according to the contract. We shall not be liable for either material defects due to unsuitable or improper use, faulty assembly or commissioning by the customer or third parties or usual wear and tear, faulty or negligent treatment or the consequences of modifications or repair work by the customer or third parties that have been carried out improperly or without our consent.
(6) Claims of the customer based on expenditure necessary for the purpose of the subsequent fulfilment, in particular transport, travelling, labour and material costs, are excluded in so far as the expenditure increases because the item delivered has retrospectively been taken to a location other than the business establishment of the customer, unless this relocation is in line with the intended use.
(7) Claims to recourse against us by the purchaser only exist insofar as the contract entered into between the purchaser and its purchasers is subject to a jurisdiction in which such claim to recourse is mandatory and insofar as the purchaser did not reach any agreements with its purchaser in excess of the statutory claims on account of defects. As for the extent of the claim of the customer against the supplier as a result of the right of recourse section 6 shall be applicable accordingly.
(8) The client cannot circumvent our remuneration claim by the fact that he avoid  the approval of the work and services of our service office. If the business transaction is based on a contract for work and services, the client shall be deemed to default on acceptance of the work and services if he does not carry out the acceptance process within a week of handover, notification of completion or invoicing. Therefore, is valid the following: If no detailed written complaint comes in a period of 14 days after handing over of the project results, the delivered project results are valid as being accepted or released. Holiday times do not interrupt this regulation. These periods are to be announced by both sides on time. As timely is valid a term of two weeks.
(9) If the client wishes formative changes after project results delivery which are not based on a craft shortage rebuke of the customer-sided default, but to a changed formative feeling of the client arise, APST take care these change wishes to consider also afterwards still. In this case the additional costs of the changes are charged basically after expenses. Besides, perhaps, resulted expenses by appointed third for a spare production must be transmitted basically to the client. Express surcharges will be charged to the client.

§ 12    Collecting societies
The client is obligated to pay possible accruing fees in collecting societies as for example to GEMA (German Society for Musical Performing Rights and Mechanical Reproduction Rights). If these fees are paid by APST beforehand for the client, the client commits himself, this amount against voucher in APST refund. Paying this outlay can also follow after ending of the contractual relationship.

§ 13    Services from third parties
From APST appointed freelances or third are assistants or vicarious agents of APST. The customer undertakes not to appoint the assistants or agents used by us 6 months ago after project's conclusion neither directly nor indirectly with new projects. A regulation deviant from this is always necessary in written form and needs the explicit approval of APST. A renewed activity or project work of the freelances or third with the same customer for a new project under the direction of APST is no assignment by the customer, however, the preclusion period of 6 months begins once more.

§ 14    Miscellaneous an Final Clauses
(1) For the business relations and the whole complete legal relations between the parties exclusively the law of the Federal Republic of Germany applies excluding the UN-purchase law (CISG).
(2) If the order confirmation does not specify otherwise, as place of performance and exclusive place of jurisdiction for deliveries and payments as well as for all disputes arising between the parties inclusively of cheque and change complaints the seat is for the selling company (Nuremberg/Germany) and in the case of an assignment to one having been carried out to an end of the collection collection job the seat this collection job.
(3) All agreements made between parties for the purpose of execution of contract shall be deemed recorded in this contract in writing.
(4) If several regulations of the contract should or will be ineffective or declared null and void the rest of the regulations of this contract remain valid. Should this contract or a part thereof be or become void or ineffective or a loophole appear, the contracting parties undertake to agree an appropriate regulation instead of the ineffective provision or to fill the loophole that, if legally possible, right from the beginning of the ineffectiveness and the loophole comes closest to what the parties had intended or would have intended from the meaning and purpose of this contract if they had thought of these points on concluding the contract.