General Terms and Conditions of Sale and Delivery

AMI Intralogistics, LLC

These terms are valid unless otherwise expressly agreed in writing. The
Terms and Conditions apply to business entities (§ 14 BGB) and consumers (§ 13 BGB), unless they are expressly limited to business entities.

1. Offers and Conclusion of Contract
1. Offers from AMI Intralogistik GmbH (“AMI”) are subject to change and valid for 14 days from the date of the offer.
2. A contract is not concluded until AMI issues a written order confirmation.
3. Verbal side agreements or changes to the agreed-upon services require written confirmation by AMI to be effective.
4. AMI reserves the right to sell the offered goods to another party in the meantime.

2. Technical Documentation and Intellectual Property Rights

1. Drawings, plans, calculations, samples, brochures, catalogs, and other documents (“Documents”) remain the property of AMI and may not be reproduced, made available to third parties, or otherwise used without prior written consent.
2. Technical data, illustrations, and descriptions in catalogs, brochures, or other documents are nonbinding unless expressly designated as binding. We reserve the right to make changes.

3. Prices, Payment Terms, Shipping, and Packaging

1. All prices in the online store are net prices in euros, plus applicable value-added tax, which is shown separately in the shopping cart.
2. The DAP delivery term (Incoterms® 2020) applies unless otherwise expressly agreed. The customer is responsible for shipping and insurance costs.
3. The customer is responsible for packaging costs. Packaging materials are charged at a flat rate and are not accepted for return.
4. Unless otherwise agreed, the purchase price is due immediately and must be paid in full.

4. Delivery Time, Force Majeure, and Delayed Delivery

1. The delivery period begins on the date of the written order confirmation and is contingent upon all technical and commercial details having been clarified, the customer having fulfilled its obligations to cooperate, and agreed-upon payments or security having been provided.
2. Force Majeure: Events of force majeure as well as other unforeseeable, extraordinary circumstances for which AMI is not responsible—in particular natural disasters, epidemics, pandemics, war, strikes, lockouts, official orders, shortages of energy or raw materials, operational disruptions, or delivery delays from upstream suppliers—shall extend the delivery period by the duration of the hindrance plus a reasonable restart period. This also applies if such events occur during a delivery delay.
3. Delivery delays due to force majeure or comparable circumstances do not entitle the customer to withdraw from the contract, claim damages, or assert any other claims.
4. In the event of a delay for which AMI is responsible, liability is limited to provable, typically foreseeable damages. Indirect damages, lost profits, or production losses will not be compensated.
5. If the hindrance lasts longer than six months, both AMI and the customer are entitled to withdraw from the contract with respect to the portion not yet fulfilled. Services already rendered will be invoiced.

5. Retention of Title and Insurance Requirement

1. The delivered goods remain the property of AMI until full payment has been made for all claims—including those arising in the future—arising from the business relationship.
2. The customer is entitled to resell the goods subject to retention of title in the ordinary course of business; however, the customer hereby assigns to AMI all claims arising from such resale in the amount of the invoice value of the goods subject to retention of title.
3. Pledging or transferring ownership of the goods subject to retention of title as security is prohibited. In the event of third-party claims, the customer must notify AMI immediately in writing.
4. The buyer is obligated to insure the goods subject to retention of title at its own expense at replacement value against fire, water, theft, and other damage. The buyer assigns to AMI any insurance claims in the amount of the outstanding invoice balance.

6. Notice of Defects, Warranty, and Exclusions

1. The statutory warranty periods apply unless they have been contractually shortened in a B2B relationship.
2. The customer is obligated to inspect the delivered goods immediately and to report defects in writing. Obvious defects must be reported within 7 calendar days of delivery; hidden defects must be reported immediately upon discovery. If a complaint is not filed within the prescribed time limit, the delivery shall be deemed accepted.
3. Damage incurred during transport must be reported in writing to the carrier and AMI without delay.
4. In the event of a valid complaint, AMI shall, at its discretion, either repair the goods or provide a replacement. If the remedy fails or is unreasonable, the customer may demand a price reduction or—in the case of significant defects—withdraw from the contract.
5. The following are specifically excluded from the warranty: normal wear and tear and wear-and-tear parts; damage caused by improper use, insufficient maintenance, installation without AMI authorization, external influences, or unsuitable operating materials.

7. Liability

1. AMI bears unlimited liability in cases of willful misconduct, gross negligence, injury to life, body, or health, under the Product Liability Act, and to the extent of any warranty provided.
2. In cases of simple negligence, AMI shall be liable only for breaches of material contractual obligations (cardinal obligations), limited to foreseeable damages typical for this type of contract.
3. Liability for indirect or consequential damages, in particular production losses, business interruptions, lost profits, loss of use, contractual penalties, or other financial losses, is excluded to the extent permitted by law.

8. Special Terms and Conditions for Turnkey Systems, Installation Services, and Project Cancellations

1. For the delivery and installation of complete systems, the currently valid Special Terms and Conditions for the Delivery and Installation of Systems by AMI Intralogistik GmbH shall apply in addition to or in lieu of these terms.
2. Any cancellation or modification of the order by the customer requires AMI’s written consent.
3. If a cancellation is accepted, the customer shall bear all costs incurred up to that point, including planning, design, material, third-party service, and manufacturing costs, as well as a processing fee of 10% of the net order value.
4. Partial services that have already been commenced or completed will be billed at the agreed-upon price.
5. The right to withdraw from the contract for good cause remains unaffected.

9. Governing Law and Jurisdiction

1. German law applies, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
2. The place of jurisdiction for all disputes is—to the extent permitted by law—the Stuttgart Local Court.