asecos – Safety and Environmental Protection

All quotations, sales and deliveries will be made by virtue of the following terms and conditions. Orders shall be deemed accepted if they are confirmed by us in writing. Our quotation shall be deemed non-binding until such time. Orders, amendments, modifications etc. by phone, by telegraph or orally shall be required to be confirmed in writing from the customer and confirmed by us in writing in order to be effective. Provisions, remarks etc. that may be made by principals, which are not covered by these terms and conditions, shall only be valid if they were acknowledged by us in writing. Measurements, weights, illustrations, designations and drawings shall only be binding for the execution if they are explicitly confirmed by us in writing. We reserve the property rights under property and intellectual law with regard to illustrations, drawings, sketches and other documentation. Such documents may not be made accessible to third parties without our approval and they must be returned at our request. Customers shall be required to guarantee that design drawings submitted by them do not interfere with third party property rights. We are not obliged towards the customer to verify if any third party property rights are violated by design drawings submitted by customers and in the event of execution. If any liability toward third parties occurs nonetheless, the customer shall be required to hold us harmless in the event of recourse claims.

A cancellation fee will be applicable for all goods manufactured to order. The charge will be determined at an appropriate rate to recover costs incurred by the seller. For items not manufactured to order, a restocking charge will be applicable at the discretion of the seller.

Prices shall be made in GBP (Pound Sterling) plus applicable tax and are ex works excluding packaging unless otherwise agreed upon and otherwise stated.

In the event that materials and auxiliary materials, freight and energy costs, wages and salaries and the like increase by the delivery date, we reserve a corresponding advance in price or subsequent billing provided that delivery and provision of the service are made later than four months following conclusion of the contract.

Delivery periods stated are approximate and non-binding unless expressly otherwise agreed upon. Where queries with regard to the execution are made, the delivery period shall run starting with that date on which issues of this sort are clearly defined and both parties agree upon all provisions of the conclusion of the contract. The delivery period shall be based upon the following:

1. Self-collection through the customer: The delivery period shall be based upon the completion at our facility in Gruendau, Germany (for production orders and handling material) or Huntingdon, UK (for stock cabinet orders), if not otherwise stated.
2. Delivery to UK-based shipping address: The delivery period shall be based upon the delivery of the products at the confirmed delivery address in UK, if not otherwise stated. Delivery is always confirmed with a two week time window.
3. Delivery to non UK-based shipping address: The delivery period shall be based upon the completion at our facility, if not otherwise stated.

Compliance with the delivery period shall require the contractual obligations of the customer being fulfilled and the dates of payment agreed upon being met. The delivery period will be reasonably extended by unforeseen events outside our sphere of control such as breakdown by mobilization, war, blockade, unrest, export and import bans, fire, strike, lockouts, machine breakage, energy supply, lack of raw and operating materials as a result of delayed delivery of subcontractors. Partial deliveries shall be permissible it not otherwise agreed.

Shipping will be made in accordance with Incoterms 2020. The Incoterm, which is used for a specific order, is confirmed with the order confirmation, invoice or quote. The choice of transport route and transport means is made at our best discretion without any liability for the most cost-effective shipping unless quite specific instructions are given. If no freight and / or no Incoterm is specified on asecos’ document, the order shall be deemed as self-collection order (FCA Gruendau). The risk will pass to the buyer upon specified Incoterm.

For self-collection orders, the risk will pass to the buyer upon notification of readiness of shipping, however no later than upon handover to the carrier.

If the shipping is delayed by fault of the customer, we shall be entitled to take out insurance against all relevant risks at the expense of the customer. Further, if the shipping is delayed by fault of the customer, we shall be entitled to charge for storage costs.

Required and stipulated packaging will be charged at the lowest price possible unless included in the price. asecos always recommends the most suitable transport packaging for each transport route. If asecos organises at least a part of the transport, the recommended transport packaging is mandatory. If asecos is not organiser of the shipment at all and the customer signs off a disclaimer, the customer can choose a lighter transport packaging.

If goods delivered fail to conform to the contractually agreed upon or statutory quality, our liability shall be limited to the claim for rectification. Customers may, however, reserve the right to reduce or to withdraw from the contract at their discretion in the event of a failure of rectification following expiry of an appropriate period. Any liability for consequential damages shall be excluded unless they are a result of grossly negligent behaviour on our part or related to the injury of life, body or health or the violation of a cardinal obligation.

Should the buyer not receive the correct quantity, or if goods are received in a damaged condition, then the buyer should mark the delivery document as appropriate. The seller should then be notified immediately in writing, as claims will not be accepted beyond five days from receipt of goods. The goods will be dispatched free from defect and in accordance with manufacturer’s specifications. In the event of any damage or claim against the product then the decision whether to replace the defective goods or to repair them shall be at the discretion of asecos and subject to the condition under which the article has been installed and used. Any costs incurred due to unjustified complaint will be recovered from the customer.

Any liability for defects shall be excluded if the customer carried out improvement work within the rectification period without our consent.

Payment shall be made within the agreed period of time which is confirmed on our order confirmation, invoice or quote. In the event of deferred payments or payments made later than by the date agree upon, interest amounting to 2% above the base rate of the European Central Bank will be charged without any further notice of default being required. Any offset shall be excluded unless the counterclaim offset is uncontested or legally determined. Reasonable doubts regarding the buyer’s solvency entitle us to claim an advance payment for the yet outstanding delivery of all running contracts. Reasonable doubts exist if a credit insurer or agency globally recognized makes a negative decision on a credit application or expresses second thoughts regarding the customer’s creditworthiness. If the customer fails to make the advance payment within a reasonable period, we shall be entitled to withdraw from any and all or individual delivery contracts by unilateral declaration.

We reserve title to the item until receipt of all payments from the delivery contract. In the event of any behaviour contrary to the provisions of the contract on the part of the buyer, including but not limited to default of payment, we shall be entitled to take legal steps according to national law.

Upon placement of the order, the parties to the contract simultaneously and expressly agree upon our respective place of business being the place of performance and jurisdiction for disputes arising from the contractual relationship. This shall include but not be limited to the competence of a court of the first instance unless the customer has a general place of jurisdiction in Germany.

These General Terms and Conditions of Sale and Delivery shall be based upon German law. It is exclusively the law of the Federal Republic of Germany that is relevant to contracts concluded on this basis and their interpretation. Customer conditions of purchase conflicting with such provisions shall be non-binding for us even if the relevant customer has taken them as a basis and we do or did not separately object to them. The delivery contract shall not become ineffective in its entirety by the ineffectiveness of individual provisions. A potentially ineffective provision shall be replaced by an effective provision corresponding or coming closest to its sense.

These General Service Conditions of the asecos Ltd. shall apply without any exception to business transactions among enterprises (B2B).

Our General Service Conditions shall be exclusively applicable; we will not recognize customer conditions contrary to, or deviating from, our General Service Conditions unless we expressly consented to their applicability. Our General Service Conditions shall also apply in the event of our unconditional provision of the service in awareness of customer conditions contrary to, or deviating from, our General Service Conditions.

All quotations and services will be made based upon the following conditions.

The invoicing of the service will be made immediately following provision of the service. The blanket amount agreed upon shall be due for invoicing in proportion to the provision of the service. The payment shall be due and payable in accordance with agreed payment terms, and it is not discountable.

We warrant the following for the products maintained and examined by us:

• The products are examined pursuant to the standards and guidelines, as applicable, for inspection, maintenance and repair.
• Each scope of tests is recorded and retained.
• A recommendation is made for risks occurred.

We warrant the following for staff employed by us:

• Have received intensive in-house training in all aspects of our products enabling them to carry out inspections, service and maintenance of the asecos range.
• Have a relevant mechanical and/or electrical engineering qualification or documented background.
• Are fully trained on the electrical & mechanical systems included in our products.
• Receive regular refresher training on products and relevant standards

We assume the liability to the extent permitted by law for defects of the contractually agreed upon service communicated to us, which occur within 6 months following provision of the service. Such period of the assumption of liability shall recommence following successful remedy of the defect reported. Any discovered defect of the service must be immediately reported in writing.

There shall be no liability claim if a defect or the non-occurrence of a success owed is the result of a fact which the principal or its agents is accountable for.

Our liability shall be excluded if the principal performed modifications or repair works without our written approval, or a defect is the result of an operating error on the part of the principal.

The asecos Ltd. shall assume unlimited liability for damages occurring as a result of a lack in warrantied qualities of our staff. The same shall apply for damages related to the injury of life, body or health as a result of a willful or grossly negligent breach of duty on the part of one of the legal representatives or agents commissioned by the asecos Ltd.

Otherwise, the asecos Ltd. shall only be liable for intent and gross negligence on the part of its legal representatives unless it is a breach of a duty whose compliance is of special significance for the attainment of the purpose of the contract (essential contractual obligation). The asecos Ltd. shall only be liable for the fault of other agents to the extent of the liability for the violation of essential contractual obligations.

In the event of the violation of an essential contractual obligation, the asecos Ltd. shall also be liable for minor negligence. Such liability, however, shall be limited to those damages whose occurrence may be typically expected when providing a service.

The principal shall be required to take those measures for the protection of our staff which are required pursuant to the applicable regulations, including but not limited to the industrial safety regulations as well as their technical rules.

If a contract is in place, the service contractually agreed upon will be provided according to the intervals specified in the contract. The principal or its agent shall send a written notification of the service on time before the scheduled performance period. The performance period shall be mutually deemed fixed unless a written objection is made within three working days. The principal shall accordingly provide staff for the instruction of our agents for this period. The performance date shall be set by the agents of the principal by phone in timely manner in advance.

The foundation for the blanket amounts shall be subject to the customer allowing us expeditiously to provide the service on the contractual object. Delays such as excessive waiting periods at the gatekeeper, repeated journeys etc., which are not in our responsibility, have to be separately charged. The blanket amount shall exclusively satisfy the scope specified in the statement of work. Additional services (e. g. implementing furnishings, adjustments, repair and spare parts / material etc.) shall be separately charged at the rates as applicable.

Upon execution of the contract, the parties to the contract simultaneously and expressly agree upon our respective place of business being the place of jurisdiction.