General terms and conditions

§ 1 Validity of the General Terms and Conditions of Business

These General Terms and Conditions shall apply to all contracts/orders concluded between AIMOTION and its customers (hereinafter referred to as “customer”), who are entrepreneurs within the meaning of § 14 BGB (German Civil Code). They also apply to online orders placed via the website www.casambi-aimotion.de (hereinafter referred to as “website”).
These General Terms and Conditions shall apply exclusively. AIMOTION does not recognize any terms and conditions of the customer that contradict or deviate from these General Terms and Conditions, unless AIMOTION has expressly agreed to their validity in writing.
Legally relevant declarations and notifications to be made by the customer to AIMOTION after conclusion of the contract (e.g. setting of deadlines, notifications of defects, declaration of withdrawal or reduction) must be made in text form in order to be effective.
Any acceptance of goods and/or services by the customer shall result in the unrestricted acceptance of these General Terms and Conditions. The possibility to prove the acceptance of the Terms and Conditions in another way than the acceptance of goods/services remains unaffected.
These General Terms and Conditions also apply to all future contracts with the customer.

§ 2 Essential characteristics of the goods or services

AIMOTION offers components for lighting control (hereinafter referred to as “AIMOTION components”) as well as associated consulting and programming services. The essential features of the goods and/or services can be found in the respective offer.
Programming services at the customer’s site or via remote maintenance are expressly not part of the purchase contract for AIMOTION components, but must be ordered and remunerated separately.
AIMOTION shall provide the service in accordance with the current state of the art and by personnel who are qualified to provide the agreed service. The customer shall not have any claim to service provision by a specific employee. During the completion of the order, AIMOTION may replace an assigned person with another. Any necessary training period shall be borne by AIMOTION. The customer may only demand the replacement of personnel if there is an important reason which makes the continuation of the acceptance of services unreasonable. The costs for the replacement shall be borne by AIMOTION.
Internet/W-LAN and electricity are also not included in the scope of services of the AIMOTION components, but must be purchased separately by the customer from its respective provider.
As far as work results of any kind (e.g. copyright, patents, utility models, etc.) that are capable of being protected by industrial property rights arise within the scope of the consulting, planning or programming services, AIMOTION shall be entitled to them if they were created exclusively by the activities of AIMOTION’s employees.

§ 3 Conclusion of contract

All offers made by AIMOTION are subject to change without notice and are non-binding, unless they are expressly marked as binding or contain a specific acceptance period.
If the customer’s order is to be qualified as a binding offer to conclude a contract pursuant to § 145 of the German Civil Code (BGB), AIMOTION is entitled to accept the offer within two weeks after its receipt.
If there is no reaction by AIMOTION within the acceptance period, the silence cannot be considered as acceptance. The acceptance of an order shall only be effective if it is placed in text form. The content shall be governed exclusively by the content of the order confirmation and/or these General Terms and Conditions. AIMOTION reserves the right to make changes and/or extensions to the scope of delivery or performance that prove necessary during the execution of the respective order.
A contract is only concluded by the order confirmation of AIMOTION in text form.
After conclusion of the contract, the customer is not entitled to change or cancel orders without AIMOTION’s consent.

§ 4 Order process

Orders by e-mail

Orders received by AIMOTION via e-mail shall be deemed legally binding as soon as the customer has received an e-mail confirming the order and these General Terms and Conditions, which include prices and terms of delivery. Otherwise, § 3 clause 4 shall apply.

Online orders

The presentation of AIMOTION components on the website does not constitute a legally binding, but a non-binding offer to the customer to order goods from AIMOTION. By sending the order by means of the button “Order for a fee”, the customer submits a binding offer to conclude a purchase contract for the goods contained in the shopping cart. The confirmation of the receipt of the order follows immediately after the order has been sent and does not constitute an acceptance of the contract.
The acceptance of the offer by AIMOTION within the scope of an order via the online store shall be effected by the receipt of the order confirmation in text form by the customer, which shall take place within 14 days at the latest. The previously automatically generated e-mail order confirmation does not constitute an acceptance of the offer, but merely documents that the order has been received by AIMOTION.
The decision as to whether an order is accepted by AIMOTION shall be at AIMOTION’s sole discretion. If an order cannot be accepted for any reason, AIMOTION shall inform the customer thereof without delay; any payments already made shall be refunded in such a case. If an order is rejected by AIMOTION because the method of payment chosen by the customer cannot be used and if AIMOTION simultaneously offers another method of payment, this shall be deemed to be a rejection of the customer’s order and a new offer which the customer may accept.
The ordering process via the online store comprises a total of 4 steps: • place the desired AIMOTION components in the shopping cart • enter information on delivery and payment • actively agree to the general terms and conditions and the cancellation policy • send the order by clicking the button “Order with costs”
By providing a valid e-mail address, the customer agrees that his orders may also be received and processed by e-mail. The customer is hereby expressly advised that misuse cannot be ruled out in the case of e-mail transmission. AIMOTION is not in a position to check e-mail orders as to the correctness of the sender and their content. Notwithstanding this, the customer requests AIMOTION to accept such electronic orders for execution. AIMOTION shall be exempted from any liability and any recourse claims arising due to misuse of the transmission system.

§5 Prices – Terms of Payment, Default of Payment

If no collection has been agreed, the prices shall apply ex Hamburg, plus packaging and the transport costs actually incurred; these shall be invoiced separately.
The statutory value added tax is included in the prices for transactions within Germany; it will be shown separately in the invoice at the statutory rate on the day of invoicing. For deliveries within the European Union or to third countries, different statutory sales tax provisions apply, according to which no sales tax is shown.
The deduction of a discount is not permitted unless this has been expressly agreed in writing.
The terms of payment result from the order confirmation. If advance payment is agreed, this covers the risk of expenses incurred by AIMOTION through contractual obligations with its suppliers.
Remuneration for programming services (“programming”) shall be made by agreement or on a time basis at the hourly rates announced by AIMOTION verbally or in text form prior to or upon conclusion of the contract in accordance with the currently valid cost schedule. The cost of materials shall be invoiced separately.
Waiting times of AIMOTION’s personnel for which the customer is responsible shall be remunerated as service times. However, the customer shall be free to prove that no costs were incurred by AIMOTION as a result of the waiting time. Travel times and travel costs shall be invoiced in accordance with the currently valid list of costs.
The timeliness of payment shall be determined by the date of receipt of the money. Any deductions due to bank charges shall be borne by the customer; this applies in particular to trade with customers in non-euro countries.
The various payment options for online orders are presented on the website as part of the ordering process.
The legal rules concerning the conditions and the consequences of the delay of payment apply. Any agreed discounts will not be granted if the customer is in arrears with the payment of earlier deliveries. AIMOTION’s claim to the commercial due date interest (§ 353 HGB) shall remain unaffected by this.
The customer shall only be entitled to set-off rights if its counterclaims have been legally established, are undisputed or have been acknowledged by AIMOTION. Furthermore, the customer shall only be entitled to exercise a right of retention insofar as its counterclaim is based on the same contractual relationship.

§ 6 Delivery time, delay in delivery

The agreement of delivery deadlines requires the express confirmation by AIMOTION in writing.
Compliance with AIMOTION’s service obligation requires the timely and proper fulfillment of the customer’s cooperation obligations. Thus, the possibility of delivery of packages is always the customer’s responsibility. In the case of on-site programming services, the customer shall prepare the devices and equipment in such a way that AIMOTION can carry out the programming without any obstacles. In particular, the customer shall be responsible for ensuring that power is supplied to the components at the programming location and – if required for programming – that sufficiently powerful internet is available. The defense of non-performance of the contract remains reserved.
As long as the customer is in arrears with an obligation arising from the ongoing business relationship, AIMOTION’s obligation to perform shall be suspended.
AIMOTION shall be entitled to make partial deliveries, insofar as these are reasonable for the customer.
If the customer is in default of acceptance or culpably violates other obligations to cooperate, AIMOTION shall be entitled to demand compensation for the damage incurred in this respect, including any additional expenses. Further claims or rights remain reserved.
If the preconditions for default of acceptance exist, the risk of accidental loss or accidental deterioration of the object of sale shall pass to the customer at the time at which the customer is in default of acceptance.
All events and circumstances the occurrence of which is beyond the control of AIMOTION and its suppliers, such as e.g. force majeure, natural disasters, war, labor disputes, shortage of workers, energy or raw materials, traffic or operational disruptions, official orders, fire or explosion damage, shall extend the agreed delivery periods by the duration of the hindrance plus a reasonable start-up period. If the impediment lasts longer than two months, each party shall be entitled to withdraw from the contract with regard to the unfulfilled part.
If AIMOTION is unable to meet binding delivery deadlines for reasons for which AIMOTION is not responsible (non-availability of the service), AIMOTION shall inform the buyer of this immediately and at the same time inform him of the expected new delivery deadline. If the service is also not available within the new delivery period, both contracting parties shall be entitled to withdraw from the contract in whole or in part. AIMOTION will immediately refund any consideration already paid by the buyer. A case of non-availability of performance shall be deemed to be, in particular, non-timely self-delivery by suppliers if AIMOTION has concluded a congruent hedging transaction and neither AIMOTION nor the supplier is at fault or AIMOTION is not obligated to procure in the individual case.
The occurrence of a delay in delivery shall be determined in accordance with the statutory provisions. In any case, however, a reminder by the buyer is required. If AIMOTION culpably defaults on delivery, the buyer may demand lump-sum compensation for his damage caused by the default. The lump-sum compensation shall amount to 0.5% of the net price (delivery value) for each completed calendar week of the delay, but in total not more than 5% of the delivery value of the goods delivered late. AIMOTION reserves the right to prove that the buyer has not suffered any damage at all or only significantly less damage than the aforementioned lump sum.
The rights of the buyer according to § 10 of these GTC as well as the legal rights of AIMOTION, especially in case of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), remain unaffected.

§ 7 Transfer of risk, packaging and shipping costs

Unless otherwise stated in the order confirmation, delivery ex works Hamburg is agreed. AIMOTION shall deliver the products to the customer (“mail order purchase”) or make them available for collection at the AIMOTION business premises, Offakamp 9D, 22529 Hamburg. Assembly shall be carried out by the customer or by specialist companies commissioned by the customer.
Unless otherwise agreed in writing, AIMOTION shall be entitled to determine the type of shipment (in particular choice of transport company, shipping route, packaging, etc.) itself. In the case of a mail order purchase, the customer shall bear the transport costs ex works and the costs of any transport insurance requested by the customer. Any customs duties, fees, taxes and other public charges shall likewise be borne by the customer.
The risk of accidental loss and accidental deterioration of the goods shall pass to the customer at the latest upon handover; in the case of collection by the customer, this shall be ex works Hamburg. In the case of sale by delivery to a place other than the place of performance, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the customer upon handover of the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment.

§ 8 Export and import restrictions

Certain AIMOTION products may be subject to export control regulations and laws, in particular those of the UN, the EU and the USA (“Export Control Regulations”), which prohibit the export or distribution of certain products or technologies to certain countries.
The deliveries and services (performance of the contract) are subject to the proviso that there are no obstacles to performance due to national or international regulations, in particular export control regulations as well as embargoes or other sanctions. The customer undertakes to provide all information and documents required for export, transfer and import. Delays due to export inspections or licensing procedures shall invalidate deadlines and delivery times. If required approvals are not granted within a reasonable period of time, AIMOTION is also entitled to terminate or withdraw from the contract without being liable to the customer or end customer for this reason.
Any obligation of AIMOTION to export, re-export or transfer products, as well as technical assistance, training or the like, is subject to such export control regulations. Where applicable, such export control regulations will require the licensing and supply of products and technology by persons subject to the jurisdiction of the authorities responsible for export control regulations.
The refusal of an export license does not entitle the customer to withdraw from the contract or to claim damages. AIMOTION is not obliged to issue the customer with a supplier or long-term supplier declaration or to procure such a declaration from its own upstream suppliers.
The customer warrants that it will comply with all restrictions of export control regulations or requirements and permits relating to export, re-export and transfer. The customer shall use all reasonable efforts to ensure that no customer, purchaser or end user violates any export control regulations. The customer shall indemnify AIMOTION against any direct, indirect damages, losses and costs (including legal costs) and fines and penalties and any other liability arising from any breach by the customer or its customers. The customer acknowledges that the obligations under this agreement shall survive any termination of contractual arrangements under which products, software or technology are provided. In the event of any conflict between this agreement and any other contractual agreements, this agreement shall prevail.

§ 9 Obligation to give notice of defects, confirmation of programming service provision

The customer shall inspect the AIMOTION components immediately after delivery or after collection ex works Hamburg to determine whether they are in perfect condition and suitable for the agreed purpose. Any defects in delivered or collected AIMOTION components which are visible during the inspection shall be notified in writing immediately, at the latest within six (6) working days after receipt of the components. Hidden defects shall be notified immediately after their discovery, stating the order data. If the customer fails to give such notice, the AIMOTION component shall be deemed approved. A prerequisite for the recognition of any complaint is the proper storage of the AIMOTION components after receipt.
If a contract for programming of AIMOTION components has also been concluded, AIMOTION may request from the customer written confirmation of programming in accordance with the order after the service has been provided – if necessary also before the expiry of the agreed execution period. In this case, the customer shall submit the confirmation within six (6) working days; a different deadline may be agreed. If the programming has not yet been carried out completely in accordance with the agreed order, the confirmation may be refused until it has been carried out completely.
An on-site programming service shall be deemed to have been performed when the customer or a person authorized by the customer signs the work protocol prepared by AIMOTION and confirms the proper functioning of the programmed components / networks with his signature.
When AIMOTION components programmed for the customer at the factory are shipped, their programming in accordance with the order shall be deemed confirmed upon expiry of six (6) working days after receipt of the components, unless the customer claims functional errors within this period.
Subsequent changes to the programming are possible after fulfillment of the programming service via the chargeable AIMOTION telephone support or within the scope of a chargeable programming follow-up order.

§ 10 Quality of goods, warranty for defects

Within 12 months after receipt of the goods, the customer may assert claims for defects, which, however, may only refer to the components received from AIMOTION, not to programming services confirmed according to § 9.
It is a prerequisite for the assertion of claims for defects that the customer has duly complied with its inspection and complaint obligations owed pursuant to § 377 of the German Commercial Code (HGB) in conjunction with § 9.1 of these GTC. In addition, the customer shall notify AIMOTION of its claim for defects in writing by completing the complaint form sent to it by AIMOTION and sending the component(s) complained about to AIMOTION for inspection.
The customer is responsible for the proper assembly of the AIMOTION products and any defects caused by improper assembly. This also applies if the customer commissions a specialist company with the assembly. In this case, the specialist company is responsible for any damage caused by or in the course of assembly. AIMOTION shall not be liable for assembly errors made by third parties or for damage caused by improper assembly or for damage that occurs later.
The basis of AIMOTION’s liability for defects is primarily the agreement reached on the quality of the goods. Only express agreements with the customer confirmed in writing by AIMOTION shall be deemed to be an agreement on the quality of the goods. Only technical defects that could have been avoided according to the current state of the art shall be considered defects, but not aspects of taste.
Insofar as the quality has not been agreed upon, it is to be jugded according to the statutory provisions whether or not there is a defect.
In the event of a defect, AIMOTION shall be entitled to choose between subsequent performance in the form of rectification of the defect or new delivery/replacement. In the event of rectification of the defect or replacement delivery, AIMOTION shall be obliged to bear all expenses necessary for the purpose of subsequent performance, in particular transport, travel, labor and material costs, insofar as these are not increased by the fact that the purchased item was brought to a place other than the place of performance. After successful replacement delivery, the customer shall return the rejected goods to AIMOTION.
AIMOTION must be granted a reasonable period of time to remedy the defect or make a replacement delivery. The duration of this period of time shall be determined in each individual case according to the extent of the notified defect as well as the requirements for its remedy.
The customer shall handle the AIMOTION components to be returned with care and pack them carefully so that transport without damage is made possible.
If the subsequent performance fails, the customer shall be entitled to demand rescission or reduction at his discretion. A failure of subsequent performance shall only be deemed to exist after two unsuccessful attempts at subsequent performance.
If the customer has made a warranty claim against AIMOTION and it turns out that either there is no defect or the claimed defect does not oblige AIMOTION to provide a warranty, the customer shall reimburse AIMOTION for all expenses incurred.
The limitation period for claims for defects is twelve (12) months, calculated from the date of handover or delivery of the purchased goods.

§11 Goodwill guidelines

AIMOTION reserves the right to voluntarily take back goods from the customer in exceptional cases. The following provisions shall apply: Only goods in proper and saleable condition are eligible for return. Against return of the goods, the customer will receive a refund in the amount of the value of the goods, minus a restocking fee. The restocking fee is a flat rate of € 25.00 excl. VAT, unless a different value is agreed upon on the occasion of the return. In case of more than 10 devices to be tested, 15 % of the net purchase price per device sent in will be charged.

§12 Liability / Compensation

AIMOTION shall be liable in accordance with the statutory provisions, if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of AIMOTION’s representatives or vicarious agents. Insofar as AIMOTION is not accused of intentional breach of contract, liability for damages shall be limited to the foreseeable, typically occurring damage. If the customer chooses to withdraw from the contract due to a legal or material defect after subsequent performance has failed, the customer shall not be entitled to any additional claim for damages due to the defect.
AIMOTION shall not be liable for direct, indirect or incidental damages or for consequential damages, for lost profits or for business interruptions resulting from the use or lack of use of telecommunications and network services. This also applies if AIMOTION has been informed of the possibility of such damages.
AIMOTION is also not liable for the data transmission via the AIMOTION components functioning without interruptions or without errors. AIMOTION assumes no responsibility and shall not be liable for any damage caused by third-party interference with the customer’s system or during the process of data transmission between the customer and AIMOTION or via the AIMOTION components.
AIMOTION is not liable for software of external providers and also not for the fact that this software works on the AIMOTION components. Furthermore, AIMOTION is not liable for the fact that the customer meets the necessary technical requirements. In particular, the customer is aware that a router with W-LAN with sufficient range/strength is a prerequisite for the commissioning and use of AIMOTION components with internet function. The customer itself must ensure that the technical requirements are available or established at its premises.
If planning, consulting and/or programming have been provided by AIMOTION, the customer must adhere to the planning and only make changes with the consent of AIMOTION. AIMOTION shall not be liable for any damage resulting from the customer’s unauthorized deviation from the specifications. Furthermore, AIMOTION shall not be liable for any damage resulting from improper use of the software by the customer, in particular incorrect execution of required updates.
AIMOTION shall be liable in accordance with the statutory provisions if AIMOTION culpably breaches a material contractual obligation. This shall be deemed to be the case if the breach of duty relates to a duty of fulfillment on which the customer has relied and was entitled to rely. In this case, too, the liability for damages is limited to the foreseeable, typically occurring damage.
Liability for culpable injury to life, body or health shall remain unaffected; this shall also apply to mandatory statutory liability, inter alia, under the German Product Liability Act (Produkthaftungsgesetz).
The statutory limitation provisions shall apply to liability for gross negligence and to claims for damages based on injury to life, body or health; in all other respects, § 10 para. 11 shall apply.
Unless otherwise stipulated above, AIMOTION’s liability shall be excluded.

§ 13 Product information, technical recommendations

If AIMOTION provides information about the properties of the products sold or about other circumstances, or if AIMOTION provides technical advice or a recommendation, this is done to the best of its knowledge, but without obligation. Such information, advice or recommendations do not exempt the customer from carrying out his own tests. Claims for damages cannot be asserted against AIMOTION in this respect.

§14 Retention of title

AIMOTION shall retain title to the purchased item(s) until receipt of all payments arising from the business relationship with the customer. In case of breach of contract by the customer, in particular in case of default of payment, AIMOTION shall be entitled to reclaim the object of sale. The taking back of the purchased goods by AIMOTION shall constitute a withdrawal from the contract. After taking back the object of sale, AIMOTION shall be entitled to dispose of it; the proceeds of such disposal shall be credited against the customer’s liabilities – less reasonable costs of disposal.
In the event of seizures or other interventions by third parties, the customer shall immediately notify AIMOTION in writing so that AIMOTION can file an action pursuant to § 771 of the German Code of Civil Procedure (ZPO). Insofar as the third party is not in a position to reimburse AIMOTION for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by AIMOTION.
The customer shall handle the goods with care and insure them appropriately until the transfer of title.
AIMOTION undertakes to release the securities to which AIMOTION is entitled at the customer’s request to the extent that the realizable value of the securities exceeds the claims to be secured by more than 10%. The selection of the securities to be released shall be incumbent on AIMOTION.

§15 Data storage

The customer agrees that AIMOTION stores, processes and – as far as usual and/or necessary for the fulfillment and processing of the business relationship – transmits company and personal data of the customer to third parties within the scope of the legal provisions. The data will also be used for the maintenance of customer relations, unless the customer objects to this in accordance with § 28 para. 4 of the German Data Protection Act (BDSG).
As far as necessary and legally permissible, contractual data may be transmitted to third parties, in particular to trade credit insurers, for the purpose of checking the customer’s creditworthiness. The results of this check may also be made available to other third parties.
In the context of processing orders that include items that are subject to selective distribution systems of individual manufacturers, it may also be necessary to process personal data (name, address, delivery data) and to transmit them to the relevant manufacturer or third parties commissioned by the latter.

§ 16 Place of Jurisdiction – Place of Performance

The contractual and non-contractual legal relationships with the customer shall be governed exclusively by German law, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
It is agreed that the Hamburg Local Court or the Hamburg Regional Court shall have exclusive local and international jurisdiction. However, AIMOTION shall also be entitled to bring an action at the customer’s place of business or before other courts having jurisdiction on the basis of domestic or foreign law.
Unless otherwise stated in the order confirmation, the place of performance shall be AIMOTION’s place of business.

§15 Severability clause

Should individual provisions of these General Terms and Conditions be or become invalid or unenforceable, the remaining provisions shall remain valid. The parties undertake to replace the invalid or unenforceable provision from the beginning of the invalidity or unenforceability by a provision that comes as close as possible to the invalid or unenforceable provision in all respects.