Legal Notice & Website Use
Technical modifications and errors
We make every endeavour to keep the website of ad notam up to date in line with the latest developments. However, we reserve the right to introduce further developments of our products and to make technical modifications. Any such modifications, mistakes or presentation errors do not form grounds for any claim to compensation for damages.
Colors and materials
Colors, materials and surface finishes can only be reproduced as an approximation. The way in which they are portrayed here is consequently intended as a non-binding guideline only. Where possible, we provide reference sources, for example from the RAL table. On principle, we recommend referring to real rather than depicted color and material samples.
Despite taking every care to monitor the contents of this website, we are unable to accept liability for the content of external links. The content of linked sites is the exclusive responsibility of their respective operators.
Products and Services
The provision of details of products and services on this website are not, and should not be construed as, an offer to sell or supply such products or services, and the seller or supplier may always accept or reject your offer at its sole discretion.
All products and services on this website are subject to availability and may be withdrawn without notice. All products and services and all prices are also subject to change without notice.
Terms and Conditions for individual Products and Services
These website terms should be read in conjunction with the separate terms and conditions for the sale or supply of the individual products or services which are referred to on this website. In the event of any inconsistency between these terms and the specific product or service terms and conditions, the latter shall prevail.
We cannot promise that this website will be uninterrupted or free of errors, bugs or viruses and we will not be liable if, for any reason, this website is unavailable at any time or for any computer virus or system freeze. Access may be suspended at any time without prior notice being given.
The copyright in the material contained in this website belongs to ad notam, an ad notam Group company or their licensors. No person may copy, modify, transmit, distribute, display, reproduce, publish, license or create works from any part of this material or otherwise use it for any public or commercial use without the prior express written permission of ad notam. You may only view or print individual pages for your own personal use.
The names, logos and images on this website are proprietary marks of ad notam and/or the relevant third parties herein. Nothing contained in this website shall be deemed to confer on any person any licence or right on the part of ad notam or any third party with respect to any such name, logo or image.
License (Other Intellectual Property Rights)
The products and services and technology or processes described in this website may be subject to other intellectual property rights reserved by ad notam or their licensors or any relevant third parties. No licence is granted in respect of such intellectual property rights.
Terms and conditions of sale
All our deliveries, services, offers and order confirmations are exclusively on the basis of these Business Conditions. This applies also to all future transactions with the customer, even when we do not specifically mention the applicability of these conditions. Any conditions of the customer that deviate from these terms are invalid.
2. Conclusion of contract, general
2.1 Our offers are non-binding. In order to be valid, a contract between ad notam and the customer requires a written order confirmation from ad notam. The submission of an invoice has the effect of an order confirmation.
2.2 We reserve the right to change the construction and the shape of our products, insofar as this is reasonable since such changes will result in a technical or economic improvement.
2.3 We reserve all property rights and copyrights on drawings, plans and other documentation concerning our products. Without our express written permission, these may not be made accessible to third parties.
2.4 All offers and documentation that do not result in an order must be returned to us immediately.
3. Delivery times, delayed delivery
3.1 The delivery period – whether stated or agreed – for standard products from a valid price list commences only when all technical questions have been resolved, all documentation to be submitted by the customer (e.g. drawings, plans, releases, specifications) has been received and any other cooperation on the part of the customer has been given.
3.2 Delivery times are prolonged in a reasonable manner in the case of any operative disturbances beyond our control such as strikes, lock-outs, or delays in supplies. In such cases, after a reasonable period of extension, the customer is entitled to rescind the contract. In such a case, no claims for damages are permitted. If the operative disturbances beyond our control continue for longer than eight weeks, we have the right to rescind the contract, without being liable for any claims for damages.
3.3 If we are in default concerning delivery, we are liable, insofar the customer can prove his claim, to maximum of 0.5 % of the net price for each week of default, but up to a maximum of 5 % of the net price of the part of the delivery concerned. This liability limitation does not apply in cases of deliberate intent or gross negligence.
3.4 In response to our request, the customer must state, within a reasonable period, whether he wishes to rescind the contract, or whether he insists on delivery.
4. Delivery, Transfer of risk, Default of receipt
4.1 Partial deliveries are permitted insofar as acceptance can be reasonably expected from the customer.
4.2 Deliveries take place ex-works our nominated warehouse (EXW, Incoterms 2010).
4.3 Apart from cases of liability, any returned merchandise is accepted only as debt by speciality. If we take back merchandise on the grounds courtesy, we charge the costs of this and the costs of disposal as an overall sum of 10 % of the net invoice value.
4.4 In the case of delivery being refused, we are entitled to charge the customer a storage charge of 0.5 % of the gross price for each month or part of a month with a maximum of 5 % of the gross price. The parties reserve the right to prove higher or lower costs. This applies likewise in the case that the collection or delivery of the merchandise is delayed because of the wish of the customer. We reserve the right to prove additional damages for default of acceptance.
5.1 All prices stated include packaging costs. The prices stated in our prospectuses are non-binding reference prices, excluding VAT.
5.2 Our prices are non-binding. They are calculated taking into account the costs of wages and materials and the general costs at the time the order is placed. If these costs should rise demonstrably within six weeks of the conclusion of the purchase/sale contract and the delivery, we shall be entitled to raise the prices in keeping, unless we are in default of delivery or the increase in costs was foreseeable at the time the contract was concluded.
5.3 Prices or price reductions given verbally require our written confirmation, unless such prices/reductions were given verbally by a Director or an authorised clerk.
5.4 In case of order cancellation we are entitled, to claim a cancellation fee. Such fee amounts to minimum 10% of the order value. If respective products or components for the products are already in stock, we are entitled to claim the full costs.
6.1 The customer has no right of retention of payment or of settlement of payment against counter claims, unless such are legally determined, recognised and undisputed, or unless a notice of defect has been submitted and the justification of this is undisputed.
6.2 We reserve the right to demand an advance payment or the lodging of security if we become aware of circumstances that reduce the creditworthiness of the customer. If the customer has made an incorrect statement concerning the facts that determine his creditworthiness, we are entitled to rescind the contract, unless the customer makes an immediate advance payment.
6.3 If the circumstances referred to under 6.2 occur, or in the case of default of payment on the part of the customer up to a sum of EUR 5,000.00, we reserve the right the revoke all the payment terms offered and to declare all outstanding claims immediately payable.
6.4 Insofar as we grant any payment rebates, this is subject to our payment conditions being met in full. We reserve the right to settle any payment rebates against claims on future orders.
6.5 We are entitled to demand the lodging of security for orders, if the order cannot be insured by our trade credit insurance. If in any case a demanded security fails to appear, we have the right to allocate/ deduct other deposit payments which we may have received before for such security.
7. Retention of title
7.1 All merchandise delivered remains our property until all our claims ensuing from our entire commercial relations with the customer have been settled. The customer is authorised to sell, to connect or to install the merchandise within the normal course of business (reserved merchandise), but not to mortgage it or to give it in security. In the case of any deterioration of the financial situation of the customer, we reserve the right to prohibit the sale, connection or installation.
7.2 Any sale may take place only on the condition that the customer (retailer) reserves his right to the property until his customer has complied in full with his financial responsibilities with respect to the reserved merchandise (simple title retention). The customer surrenders in advance all monies accruing to him from the resale up to the sum of our claim.
7.3 The customer is entitled to collect the surrendered monies. This right to collect is revoked in the case of default of payment or in the case of a considerable worsening of the financial position of the customer. In such cases, we reserve the right to inform the final customer of the cession of the receivables and to collect these.
In order to assert our claim to the surrendered receivables, the customer must give the necessary information and must allow the verification of this information. In particular, the customer must submit on request a detailed list of his trade receivables with the name and address of the debtor, the amounts of the respective receivables, the invoice data etc. and, for verification, the customer must allow access to his offices.
7.4 If the reserved merchandise has been linked to a new item, or been mixed with another item by the customer, we will do this for the customer, but without any obligation. As a consequence of such linking or mixing, the customer does not acquire the ownership of the new item. In the case of linking or mixing with items that are not our property, we acquire co-ownership of the new item according to the invoice value of our reserved merchandise compared with the total value.
7.5 The customer is obliged to inform us without delay in case of any suspension of payments, any considerable worsening of his financial situation, or any attachment. The names and addresses of the creditors must be given. The customer shall pay all the costs incurred in order to reverse the seizure of the creditor and to reacquire the merchandise.
7.6 If the customer is in default of payment for a considerable partial sum or if there is a considerable worsening of his financial position, in particular if insolvency procedures have been initiated concerning his property, we reserve the right to demand restitution of the reserved merchandise. The demand for restitution signifies a rescission of the contract. In such a case, it is not necessary to set time limit for the restitution. Also in the case of a rescission of the contract, we reserve the right to claim damages.
7.7 The customer stores the reserved merchandise for us free of charge, he is not entitled to claim any right to warehouseman’s lien. He is obliged to insure the merchandise adequately for normal risks, such as fire, theft and water damage, as well as for transport damage. He herewith cedes to us any claims to damages against third parties that accrue to him following any such incidents up to the sum of the invoice value of the merchandise.
8.1 There can be no guarantee claims on the grounds of insignificant defects.
8.2 The customer must check the delivered merchandise immediately and must inform us without delay of any obvious defects in matter and in number, at the very latest 14 days after the transfer of risk. Also in the case of defects that are not obvious, a notice of defect must be given without delay after the defect has been discovered, at the very latest within seven days. The time limits on notices of defect apply equally to direct deliveries to third parties indicated by the customer. Also in such cases, the customer must ensure that a timely notice of defect is given.
8.3 In respect of a guarantee we have, at our discretion, the right and duty to choose between a free-of-charge repair within a reasonable period, up to three times, or to deliver a new item, insofar as the defect has occurred within the statutory period of limitation and a notice of defect has been submitted after discovery without delay, subject to the cause of the defect having occurred before the transfer of risk. In such a case, the burden of proof rests with the customer. If the repair does not succeed, the customer is entitled to rescind the contract, without prejudice to claims to damages according the stipulations under 9, or to a reduction in the remuneration.
8.4 Claims in respect of defects lapse after a period of one year. This does not apply insofar as the Law prescribes a longer period of limitation, or in cases of injury to life and health in the case of intention or gross negligence on our part or in the case of a wilfully deceptive concealment of a defect. This is without prejudice to the legal regulations concerning time limit restraints, other restraints or the imposition of new time limits.
8.5 Customers are not entitled to any claims based on the costs incurred in any repair work; in particular the costs for transport, mileage and labour costs are excluded, insofar as the costs are higher because the merchandise has been transported to a location other than the premises of the customer.
8.6 Claims of recourse against us exist only insofar as the customer has not made agreements with his own customer that exceed the legal claims in respect of defects. Furthermore, the stipulation under 8.4 applies likewise to the size of the recourse claim of the customers.
8.7 For compensation claims, see the stipulations under 9. The customer is not entitled to any guarantee claim exceeding what is stated in the stipulations under 8 and 9.
8.8 If a notice of defect submitted by the customer is culpably wrong, we reserve the right to claim restitution of all costs we might have incurred and compensation for all damages we might have suffered.
9.1 No claims for indemnification in respect of damages and costs of the customers (indemnification claims) are permitted for any reason whatsoever, in particular not on the grounds of breach of duty concerning the contractual obligations or of unlawful acts.
9.2 The exclusion of liability referred to under 9.1 is not valid if we are nevertheless liable according to law, in cases of intent, gross negligence, because of injury to life or health, or in the case of breach of important contractual obligations. Contractual duties are considered to be important, primarily when their fulfilment makes possible the proper execution of the contract and the customer may trust in their regular fulfilment. However, in the case of breach of important contractual obligations we are liable only for the contractual, foreseeable claims, unless there is a question of deliberate intent, gross negligence or injury to life or health. These rules do not imply a modification to the burden of proof to the disadvantage of the customer.
9.3 Claims for damages due to material deficiencies (under 8) expire in accordance with the stipulation under 8.4.
10. Place of jurisdiction, Applicable Law
10.1 The place of jurisdiction for all disputes arising from the contract is the registered office of ad notam AG, Germany.
10.2 This contract is subject to German material and procedural Law. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to this contract.