Terms of service

General Terms and Conditions of Sale of AOT GmbH (‘AOT’)

1. Scope

1.1. These General Terms and Conditions of Sale (hereinafter ‘GTCS’) apply to all business relationships of AOT (hereinafter ‘Seller’) with the Buyer. The GTCS apply only if the Buyer is an entrepreneur (§ 14 BGB – German Civil Code), a legal entity under public law or a special fund under public law within the meaning of § 310 (1) sentence 1 BGB.

1.2. The GTCS apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Buyer shall not apply, even if the Seller does not separately object to their validity in an individual case. The unconditional acceptance of orders and contracts by the Seller does not constitute acknowledgement of such terms and conditions.

1.3. The GTCS also apply – as a framework agreement – to all future business relationships with the Buyer. By placing a first order under these GTCS, the Buyer accepts their exclusive validity as a framework agreement for further orders as well.

1.4. Individual agreements made with the Buyer in a specific case shall in any event take precedence over these GTCS. The content of such agreements is governed by a contract or a confirmation by the Seller in text form (e.g. letter, email, fax).

1.5. Legally relevant declarations and notifications to be made by the Buyer to the Seller after conclusion of the contract (e.g. setting of deadlines, notices of defects, declaration of withdrawal or reduction of the price) require written form in order to be effective.

1.6. Incoterms® referred to in these GTCS, in an offer and/or in the order confirmation apply in the 2020 version.

1.7. Working day means Monday to Saturday, excluding public holidays in the Free State of Bavaria.

2. Conclusion of contract, assignment of the Buyer’s rights

2.1. All offers by the Seller, including those in information and advertising material, brochures, advertisements and price lists, are subject to change and non-binding unless they are expressly marked as binding.

2.2. The Buyer may accept the Seller’s offer by express declaration, at least in text form, within ten (10) calendar days of its receipt.

2.3. If the Buyer accepts the Seller’s offer, a purchase contract is concluded on condition that the Seller expressly confirms the conclusion of the purchase contract within four (4) weeks of receipt of the Buyer’s declaration of acceptance, for example and in particular by sending an order confirmation to the Buyer.

2.4. If the Buyer does not accept the Seller’s offer within the period specified in clause 2.2 above, expressly rejects the Seller’s offer within this period, or declares acceptance subject to reservation or with an amendment to the terms offered (e.g. with regard to prices, cash discounts or terms of delivery stated in the offer), this declaration shall be deemed to be (i) a rejection of the Seller’s original offer combined with (ii) an offer to conclude an amended purchase contract on the amended terms. A purchase contract is concluded only when the Seller has expressly accepted the Buyer’s offer to conclude a purchase contract on amended terms within four (4) weeks, for example and in particular by sending an order confirmation to the Buyer.

2.5. The Buyer is bound by its order for four (4) weeks. The purchase contract is concluded when the Seller confirms the order within this period in text form, for example by means of an order confirmation, or carries out the delivery.

2.6. A concluded contract is subject to (i) the condition precedent of the availability of the goods and (ii) confirmation of the order by the Seller.

2.7. The assignment of the Buyer’s rights under the contract requires the written consent of the Seller.

3. Prices, price adjustment

3.1. The price of the items purchased is in euros ex works of the Seller, Am Mühlbach 38a, D-87487 Wiggensbach (EXW Incoterms® 2020), plus the applicable statutory value added tax, packaging costs, fees, customs duties and other charges arising from the performance of the contract – insofar as they are incurred in each case.

3.2. The price list valid at the time the contract is concluded or the agreed price applies. If the costs relevant to the price calculation change after conclusion of the contract – in particular raw material prices, wages owed under collective agreements, transport costs as well as taxes and other charges – the Seller is entitled, at its reasonable discretion, to adjust the agreed price accordingly. Any increases in one type of cost may only be used by the Seller for a price increase to the extent that they are not offset by any decrease in costs in other types of cost. In the event of cost reductions, prices shall be reduced insofar as these cost reductions are not fully or partially offset by increases in other areas. The Seller will choose the respective dates of a price change in such a way that cost reductions are not taken into account according to standards less favourable to the Buyer than cost increases, so that cost reductions take effect on prices to at least the same extent as cost increases. Insofar as deliveries by the Seller are not made within the framework of a continuing obligation, the Seller is entitled to adjust prices for the first time six weeks after conclusion of the contract. The Seller will announce the price change in text form at least two weeks before it takes effect. The Buyer may object to the price adjustment announced by the Seller in text form within a period of two weeks. Otherwise, the price change shall be deemed agreed as of the stated date. If the Buyer objects, the Seller has a special right of termination or special right of withdrawal, which the Seller may assert in text form within two weeks of receipt of the objection with a notice period of one month. The Seller will specifically draw the Buyer’s attention to this consequence in the notification of the price change. A price adjustment carried out by the Seller within the framework of continuing obligations does not apply to individual contracts already concluded. Any other ordinary or extraordinary right of termination remains unaffected.

3.3. Furthermore, the Seller is entitled to increase prices unilaterally after submitting an offer or after conclusion of the contract if the costs of tariff and non-tariff trade barriers, in particular customs duties, which were relevant to the price calculation when the offer was costed, change ad hoc.

The Seller is entitled to pass on the additional, unforeseen costs to the Buyer and to increase the prices offered or already agreed accordingly, as the parties are aware that in the current global situation costs arise at short notice, in particular customs duties are introduced ad hoc and unforeseeably. The Seller is therefore entitled to make price adjustments at short notice, if necessary also ad hoc.

 

 

4. Payment, due date, set-off

4.1. For the Buyer’s first order as a new customer, the entire order amount is due for payment in advance immediately after conclusion of the contract (‘advance payment’). The Seller is not obliged to perform the contract before receipt of the advance payment. In the event of late receipt of the advance payment, the delivery dates are postponed or the delivery periods are extended accordingly by the period until receipt of the advance payment plus a reasonable start-up period of not less than seven (7) calendar days. However, for orders from Buyers whose residence or registered office is abroad, or where there are reasonable indications of a risk of payment default, the Seller is entitled at any time, even within an ongoing business relationship, to carry out a delivery in whole or in part only against payment in advance (‘prepayment’). The Seller will declare a corresponding reservation no later than with the order confirmation. In this case, delivery will only be made after full payment in advance.

4.2. Within the ongoing business relationship, the purchase price and prices for ancillary services, in particular shipping and the preparation of customer-specific certificates of analysis, are due for payment immediately upon delivery and invoicing. By derogation from this, the Seller may provide for the following arrangement regarding the due date of payment no later than in the order confirmation: the invoice is due for payment without deduction within thirty (30) working days of receipt.
Receipt in the Seller’s account is always decisive for the timeliness of payment.

4.3. The Buyer may only set off against claims of the Seller if the Buyer’s counterclaim is undisputed or has been finally established by a court; the Buyer may only assert a right of retention if it is based on claims arising from the same contractual relationship and the claim is undisputed or has been finally established by a court.

5. Obligations of the Buyer to perform in advance and to cooperate

5.1. The Buyer is obliged to carry out, in good time and/or within the periods specified by the Seller, all measures and other acts of cooperation which, in accordance with the offer, the order confirmation and/or other specifications of the Seller, are necessary and expedient for the performance of the contract by the Seller.

5.2. In the event of non-fulfilment of the obligations under clause 5.1, clause 7.2 applies.

6. Seller’s right of withdrawal, extraordinary right of termination

6.1. The Seller has the right to withdraw from the contract if, after conclusion of the contract, through the fault of the Seller’s supplier, the item purchased is in particular no longer certified by the respective supervising organic farming association as organic goods within the meaning of Council Regulation (EC) No 834/2007 of 28 June 2007 on organic production and labelling of organic products (‘European Organic Regulation’) or certified equivalently. Furthermore, there is also a right to withdraw from the contract if, after conclusion of the contract, the item purchased is no longer recognised as organic goods due to a change in the statutory or regulatory basis, in particular the European Organic Regulation.

6.2. The foregoing also applies if, after conclusion of the contract, the item purchased does not receive, or no longer receives, a previous or equivalent certification, in particular for natural and organic cosmetics.

6.3. The Seller further has a right to withdraw from the contract if the Seller’s supplier is unable to deliver due to a crop failure for which the supplier is responsible. The crop failure may be caused in particular by the supplier’s choice or use of an unsuitable plant protection product or an unsuitable cultivation area.

6.4. The Seller shall declare the withdrawal to the Buyer in text form fourteen (14) working days after the occurrence of and/or becoming aware of the reason for withdrawal.

6.5. The legal consequences are governed by the statutory provisions.

6.6. Furthermore, the Seller has in particular an extraordinary right of termination (i) if, after conclusion of the contract, the Buyer’s financial situation deteriorates significantly and the Seller thereby suffers or is at risk of suffering such substantial losses in its economic circumstances, (ii) if the Buyer does not cease and/or remedy a breach of contract for which it is responsible within a reasonable period after a corresponding warning;

or if the breach of contract is already so serious when first committed that continued adherence to the contract is unreasonable, or if the Buyer repeats a breach of contract for which it has already been warned.

7. Delivery, delay in delivery, default of acceptance, force majeure

7.1. Delivery is made ex works Am Mühlbach 38a, D-87487 Wiggensbach (EXW Incoterms® 2020), which is also the place of performance for delivery and for any subsequent performance. If the items purchased are shipped to another destination on the basis of a contractual agreement (sale by dispatch), the Seller is entitled to determine the type of shipment (in particular carrier, shipping route, packaging, insurance) itself, even if the Buyer bears the costs for this.

7.2. Delivery dates and delivery periods are agreed in text form and may be agreed as binding or non-binding. They are only deemed binding if the Seller expressly confirms this in the order confirmation. Delivery periods begin with the conclusion of the contract. Delivery dates and periods are deemed to have been met upon notification of readiness for dispatch. If, upon request, the Buyer does not fulfil the obligations to cooperate required for the performance of the contract in accordance with clause 5.1 of these GTCS, the delivery dates are postponed or the delivery periods are extended by the duration of the delay plus a reasonable start-up period of not less than fourteen (14) calendar days. The right to assert further claims is reserved.

7.3. If the Buyer is in default of acceptance, the risk passes to the Buyer at the time the default occurs.

7.4. The Seller is entitled to make partial deliveries if the partial delivery can be used by the Buyer within the scope of the contractual purpose, delivery of the remaining items ordered is ensured and the Buyer does not incur any significant additional effort or additional costs as a result, unless the Seller agrees to bear these costs.

7.5. The Buyer may request the Seller to deliver (reminder) no earlier than four (4) weeks after expiry of the agreed non-binding delivery date/period. If a binding delivery date or a binding delivery period is exceeded, the Seller is in default as soon as the delivery date or delivery period is exceeded.

7.6. If the Seller is in default with a delivery or if a delivery becomes impossible for it, for whatever reason, the Seller’s liability for damages is governed by clause 11 of these GTCS. In the event of slight negligence, however, the damage caused by delay to be compensated by the Seller is limited to five (5)% of the agreed purchase price. The damages shall be set higher or lower if the Buyer proves greater damage or the Seller proves lesser damage or the absence of damage.

7.7. In cases of force majeure (unforeseen circumstances and events for which the Seller is not responsible and which could not have been avoided with the diligence of a prudent businessperson, e.g. industrial action, war, fire, floods, crop failures, in particular due to weather and climatic conditions as well as insect/pest infestation, transport obstructions, blockades of transport routes, blackouts, power, internet or telecommunications failures caused independently of the parties, failures or restrictions of electronic data interchange caused by third parties, cybercrime by third parties, in particular cyberattacks, shortages of labour, energy, raw materials or auxiliary materials, subsequent material shortages, import and export restrictions, official measures, pandemics, epidemics or other operational disruptions), both at the Seller and at its suppliers, which temporarily prevent the Seller, through no fault of its own, from delivering the items purchased when due, the Seller is released from its delivery obligations for the duration of the force majeure plus a reasonable start-up period of not less than fourteen (14) calendar days and to the extent of the effect of the force majeure. The Seller will notify the Buyer of the occurrence and cessation of the force majeure without undue delay after becoming aware of it and will use its best endeavours to remedy the force majeure and to limit its effects as far as possible. In the event of force majeure, the Seller and the Buyer will agree on how to proceed. Should the delay caused by the force majeure event last longer than six (6) months, either party may terminate the contract for cause or withdraw from it with regard to the part not yet performed. The parties may always jointly agree on a further suspension of the performance obligations. If the performance obligation is extended to a later point in the year or in subsequent years, the Seller will render the services owed at that later point in time, provided this is compatible with the nature of the performance and is not unreasonable for the contractual partner. The Buyer’s obligation to pay the remuneration and its amount then remain unaffected, unless otherwise agreed by the contracting parties.

7.8. Compliance with delivery dates and periods is subject to correct and timely self-supply. This includes in particular the case where the Seller’s supplier does not submit a certificate on the origin or the ingredients of the item purchased that is required by official or statutory requirements, does not submit it in time for the agreed delivery date or does not submit an equivalent one. If correct and timely self-supply has not taken place, the Seller is not responsible for non-delivery or late delivery to the Buyer, provided that the Seller has concluded a specific hedging transaction with suppliers with due care. If such events make delivery significantly more difficult or impossible for the Seller and the hindrance is not merely of a temporary nature, the Seller is entitled to terminate the contract for cause or to withdraw from it. In the case of hindrances of a temporary nature, the delivery dates and periods are postponed by the period of the hindrance plus a reasonable start-up period of not less than fourteen (14) calendar days. The Seller will inform the Buyer of foreseeable delays as soon as possible. If, as a result of the delay, the Buyer can no longer reasonably be expected to accept the delivery, the Buyer may terminate the contract for cause or withdraw from it by means of a written declaration to the Seller without undue delay.
The parties may always jointly reach a different agreement. If the performance obligation is extended to a later point in the year             or in subsequent years, the Seller will render the services owed at that later point in time, provided this is compatible with the nature of the performance and is not unreasonable for the contractual partner. The Buyer’s obligation to pay the remuneration and its amount then remain unaffected, unless otherwise agreed by the contracting parties.

7.9. If the Buyer is in default of acceptance, in particular where delivery ex works has been agreed and a deadline for collection of the items purchased made available for collection has been allowed to lapse, the Seller is entitled to store the items purchased at the Buyer’s risk and expense on its business premises or, alternatively, at another storage location, taking into account the interests of the Buyer, at customary storage costs. The Seller will notify the Buyer of the storage location without undue delay and provide information about the storage location, in particular the costs incurred. The Buyer must inform the Seller in good time that it is unable to accept the items purchased on time. The Seller’s statutory rights remain unaffected.

7.10. In the event of unjustified non-acceptance, the Seller may exercise its statutory rights. If the Seller demands damages, these amount to fifteen (15)% of the net purchase price. In the event of only partial non-acceptance by the Buyer, the damages are calculated only on the basis of the net purchase price attributable to the part of the items purchased not accepted. The damages shall be set higher or lower if the Seller proves greater damage or the Buyer proves lesser damage or the absence of damage.

8. Packaging material, pallet exchange

8.1. The Seller is not obliged to take back transport packaging and all other packaging in accordance with the Packaging Act (Verpackungsgesetz). Euro pallets are excluded from this.

8.2. As a general rule, a so-called pallet exchange with pallet accounts takes place between the Seller and the Buyer.

8.3. If the Buyer collects the item purchased from the Seller itself, the pallet exchange takes place directly with the Seller. In this case, the Seller is obliged to accept only exchangeable pallets in accordance with the relevant GS1 Germany guidelines in the quality classes ‘New’ or ‘Class A’; the number of pallets exchanged must be noted in the documents. The Seller does not bear the risk that pallets of the same quality and the same quantity are handed over. If exchange pallets are missing or are not of the corresponding quality, the Buyer must report this and obtain instructions in this respect. If, upon collection by the Buyer, there are not as many empty pallets available for exchange as loaded pallets, the difference is noted and offset accordingly in subsequent deliveries.

8.4. Upon delivery, the Buyer must carry out a pallet exchange with the carrier/freight forwarder engaged by the Seller. The latter is obliged to accept only exchangeable pallets in accordance with the relevant GS1 Germany guidelines in the quality classes ‘New’ or ‘Class A’; the Seller does not bear the risk that pallets of the same quality and the same quantity are handed over by the Buyer. If, upon delivery of items purchased, there are not as many empty pallets available for exchange as loaded pallets delivered, the difference is noted and offset accordingly in subsequent deliveries.

8.5. If no so-called pallet exchange takes place, either on the basis of a contractual agreement or because no pallets or not enough pallets of the same type and quality are handed over or acceptance is refused because they are not exchangeable, the Seller must confirm this. The pallets will then be invoiced separately to the Buyer by the Seller. Clause 4 applies in particular.

9. Retention of title, insurance

9.1. If the Buyer is the end customer of the items purchased delivered, the Seller retains title until the purchase price has been paid in full. Clause 9.2.3 of these GTCS applies accordingly.

9.2. If the Buyer is a commercial reseller of the items purchased delivered, the following also applies:

9.2.1 The items purchased delivered remain the property of the Seller until all claims to which the Seller is entitled under the contract have been settled. The retention of title also remains in place for all claims of the Seller against the Buyer arising from the ongoing business relationship, including future or conditional claims, including those arising from contracts concluded simultaneously or later.

9.2.2 The Buyer is only permitted to sell the items purchased subject to retention of title (‘Reserved Products’) in the ordinary course of business. The Buyer is not entitled to make any disposition of any kind that jeopardises the Seller’s title.

9.2.3 If a Reserved Product is combined by the Buyer with other goods, the Seller is entitled to co-ownership of the new item in the ratio of the invoice value of the Reserved Product to the invoice value of the other goods plus the processing value. If the Seller’s ownership lapses as a result of combination, mixing or processing, the Buyer transfers to the Seller, at the time of the combination, mixing or processing, the ownership rights to which the Buyer is entitled in the new item to the extent of the invoice value of the Reserved Product and holds them in safe custody for the Seller free of charge. The ownership rights to which the Seller is thereby entitled are deemed to be Reserved Products.

9.2.4 The Buyer hereby assigns to the Seller, in the amount of the invoice value of the Reserved Products, the purchase price, remuneration for work or other claims arising in respect of the Reserved Products from their resale or further processing or from any other legal ground (e.g. in the event of an insurance claim, a tort or loss of ownership through combination of the Reserved Product with real property); the Seller accepts the assignment. The assignment of claims pursuant to clause 9.2.4 sentence 1 serves to secure all claims – including future claims – arising from the business relationship with the Buyer.

9.2.5 The Buyer is entitled, subject to revocation, to collect claims arising from the resale on behalf of the Seller in its own name. The Seller’s authority to collect the claims itself remains unaffected; however, the Seller undertakes not to collect them as long as the Buyer duly meets its payment obligations. This collection authorisation may be revoked in particular if the Buyer does not duly meet its payment obligations. In such a case, at the Seller’s request, the Buyer must provide the information on the assigned claims and their debtors required for collection, make the corresponding documents available and notify the debtor of the assignment in writing.

9.2.6 The Buyer’s rights to resell and further process the Reserved Products and the authorisation to collect assigned claims expire upon cessation of payments or the filing of an application for, or opening of, insolvency proceedings against the Buyer. The statutory rights of an insolvency administrator – including a provisional one – remain unaffected.

9.3. The Buyer is obliged to treat the items purchased/Reserved Products with care, in particular to insure them adequately at its own expense against fire, water and theft damage at replacement value, and to inform the Seller without undue delay of any seizure, confiscation, damage and/or loss; a breach of this obligation entitles the Seller to withdraw from the contract. The Buyer bears all costs which must be incurred in particular in connection with a third-party action against enforcement to lift a seizure and, if applicable, to recover the items purchased/Reserved Products, insofar as they cannot be recovered from third parties.

9.4. If the realisable value of the securities granted to the Seller under the above provisions exceeds the Seller’s claims against the Buyer by more than ten (10)%, the Seller will release securities of its choice to that extent at the Buyer’s request.

9.5. In the case of deliveries to other jurisdictions in which the above retention of title provision does not have the same security effect as in Germany, the Buyer will do everything necessary to grant the Seller corresponding security rights without undue delay. The Buyer will cooperate in all measures, such as registration, publication etc., that are necessary and conducive to the effectiveness and enforceability of such security rights.

10. Warranty, obligation to inspect and give notice of defects

10.1. Information in descriptions valid at the time the contract is concluded, in particular in the contractual documents, brochures, advertisements or price lists, regarding the scope of delivery, fill quantities, appearance, dimensions and weights etc. of the items purchased forms part of the contract; it is to be regarded as approximate and does not constitute a guarantee, in particular not a guarantee of quality, but serves as a benchmark for determining whether the items purchased are free from defects. The Seller reserves the right to deviations in appearance and changes to the scope of delivery, provided that the items purchased are not significantly changed and the changes are reasonable for the Buyer. Insofar as the Seller uses symbols or numbers to designate the order or the items purchased, no rights can be derived from this alone.

10.2. The Buyer’s claims for defects presuppose that the Buyer has complied with its statutory obligations to inspect and give notice of defects. If a defect becomes apparent during the inspection or later, the Seller must be notified of this in writing without undue delay. Notification is deemed to be without undue delay if it is made within two working days, whereby timely dispatch of the notification is sufficient to meet the deadline. Irrespective of this obligation to inspect and give notice of defects, the Buyer must notify obvious defects in writing within seven (7) working days of delivery, whereby here too timely dispatch of the notification is sufficient to meet the deadline. If the Buyer fails to carry out a proper inspection and/or give notice of defects, liability for the defect not notified is excluded.

10.3. If the items purchased delivered are defective, the Seller may, at its own discretion, provide subsequent performance either by remedying the defect (rectification) or by delivering an item free from defects (replacement delivery). If subsequent performance fails for the first time, the Seller is entitled to at least a second attempt at subsequent performance.

10.4. If subsequent performance has failed or a reasonable period for subsequent performance to be set by the Buyer in writing has expired without success or is dispensable under the statutory provisions, the Buyer may withdraw from the contract or reduce the purchase price. In the case of an insignificant defect, however, there is no right of withdrawal.

10.5. Claims of the Buyer for damages or reimbursement of futile expenses exist only in accordance with clause 11 of these GTCS and are otherwise excluded.

11. Liability

11.1. The Seller has unlimited liability under the Product Liability Act (Produkthaftungsgesetz), in cases of the express assumption of a guarantee or a procurement risk, for intentional or grossly negligent breaches of duty, for defects that the Seller has fraudulently concealed and for breaches of duty under the General Data Protection Regulation (Datenschutzgrundverordnung, GDPR).

11.2. The Seller likewise has unlimited liability for intentional or negligent injury to life, body or health.

11.3. For damage to property and financial loss caused by slight negligence, the Seller is liable only in the event of a breach of such obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose fulfilment the Buyer may rely to a particular degree (‘material contractual obligations’), but limited to the foreseeable damage typical of the contract at the time the contract was concluded. Claims for damages by the Buyer that are based on contractual penalty claims of the Buyer’s contractual partners are in no case foreseeable or typical of the contract for the Seller in the above sense.

11.4. The foregoing also applies with regard to liability for employees and vicarious agents of the Seller.

12. Limitation period

12.1. By derogation from § 438 (1) no. 3 BGB, the general limitation period for claims of the Buyer arising from material defects and defects of title is one year from delivery. Insofar as acceptance has been agreed, the limitation period begins with the acceptance of the respective item purchased.

12.2. The above limitation period does not apply in the case of clause 9.2 of these GTCS.

12.3. In the case of fraudulently concealed defects, the regular limitation period applies (§ 438 (3) sentence 1 BGB). § 438 (1) no. 1 and no. 2 BGB also remain unaffected.

12.4. The above limitation periods do not apply to limitation periods under the Product Liability Act (§ 12 ProdHaftG). If a guarantee or procurement risk has been assumed, the contractual agreement applies; § 444 BGB remains unaffected. If no contractual provision has been made, the regular limitation period pursuant to § 195 BGB applies. In the case of breaches of duty under the General Data Protection Regulation, the regular limitation period pursuant to § 195 BGB also applies.

12.5. Claims for damages by the Buyer arising from other claims, in particular non-contractual claims, become time-barred within the regular limitation period pursuant to § 195 BGB.

12.6. § 445b BGB also remains unaffected if the last contract in the supply chain is a consumer goods purchase (§§ 478, 474 BGB).

13. Rights to documents

The Seller reserves all property rights, copyrights and other rights to its own documents, in particular quality documents and certificates of analysis.

Insofar as necessary or legally required accompanying documents are enclosed with the items purchased, the Buyer is granted solely a non-exclusive right of use to them. Furthermore, the Buyer is not entitled to grant rights of use to the documents to affiliated companies within the meaning of §§ 15 et seq. AktG (German Stock Corporation Act), end customers or third parties.

 

14. Confidentiality, data processing and storage

14.1. The Buyer must keep secret, and must not disclose or reveal, trade secrets of the Seller within the meaning of § 2 no. 1 GeschGehG (German Trade Secrets Act) as well as other confidential information, in particular economically, legally, fiscally and technically sensitive data (together ‘Confidential Information’), that has been entrusted to it or has become known to it – irrespective of whether or not it has been expressly marked as confidential. Confidential Information does not include information that was known or generally accessible to the public before it was communicated or handed over to the Buyer or becomes so at a later date without breach of a confidentiality obligation; that was demonstrably known to the Buyer before disclosure and without breach of a confidentiality obligation; that was obtained by the Buyer itself without use of or reference to Confidential Information of the Seller; or that is handed over or made accessible to the Buyer by an authorised third party without breach of a confidentiality obligation. This obligation also applies for a period of five (5) years after termination of the respective business relationship. The content of the respective contract itself is also covered by this obligation.

14.2. The Buyer is not entitled to use, exploit or appropriate the Confidential Information itself or for or through others for purposes other than those contractually agreed between the Seller and the Buyer. In particular, in the case of products and objects, the Buyer is not entitled to obtain Confidential Information by means of so-called ‘reverse engineering’ through observation, examination, disassembly or testing.

14.3. Insofar as documents containing Confidential Information have been provided in electronic form, these data must be deleted no later than upon termination of this contract or – insofar as this is not technically possible – permanently blocked.

14.4. The Buyer may disclose Confidential Information internally only to the extent necessary and to the necessary group of persons (‘need-to-know’). In particular, the Buyer may only make Confidential Information accessible to its employees who are bound to secrecy or to its advisers who are subject to professional confidentiality, insofar as they are involved in the contractual relationship with the Seller and reasonably require the information. The employees must be informed of this agreement in advance. The Buyer will take all necessary measures to ensure that all persons to whom Confidential Information is communicated or made accessible handle it in the same way as the Buyer is obliged to do.

14.5. The Buyer will likewise protect the Confidential Information against unauthorised access by third parties by means of appropriate confidentiality measures and will comply with the statutory and contractual data protection provisions when processing the Confidential Information. This also includes technical security measures adapted to the current state of the art (Art. 32 GDPR) and obliging employees to maintain confidentiality and observe data protection (Art. 28 (3) (b) GDPR).

14.6. If the Buyer intentionally or negligently breaches the above confidentiality obligations, it undertakes to pay an appropriate contractual penalty, the amount of which is to be determined by the Seller at its reasonable discretion and, in the event of a dispute, reviewed by the competent court. The amount of the contractual penalty actually forfeited depends in particular on the degree of confidentiality of the trade secret or other Confidential Information concerned and the number of unauthorised persons to whom the Confidential Information is disclosed in breach of duty.

14.7. The Seller processes personal data in accordance with the provisions of the EU General Data Protection Regulation (Regulation (EU) 2016/679 of the European Union (DSGVO/GDPR)) and other applicable statutory data protection provisions, in particular those of the Federal Data Protection Act (Bundesdatenschutzgesetz, BDSG). All data are treated confidentially. Further details can be found in the separate privacy notice at Privacy notice | Privacy policy – AOT, which provides a detailed overview of the processing of personal data.

15. Choice of law, place of jurisdiction, severability clause

15.1. The contractual relationship between the Buyer and the Seller is governed exclusively by the law of the Federal Republic of Germany excluding any conflict-of-law rules of private international law and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

15.2. For all present and future claims arising from the business relationship with merchants, the exclusive place of jurisdiction, unless a statutory exclusive place of jurisdiction applies, is the Seller’s registered office. Irrespective of merchant status, this shall also apply if the Buyer moves its residence or habitual abode abroad or if its residence or habitual abode is not known at the time the action is filed. The Seller is always also entitled to bring an action at the Buyer’s general place of jurisdiction.

15.3. Should a clause of these GTCS be or become invalid, this does not affect the validity of the contract and the remaining clauses. The invalid or void provision shall be replaced by a provision that corresponds to its economic intent. The same applies to any gaps in the provisions.

As of May 2026