General Terms and Conditions

01Scope of Application

1.1. Our offer is directed exclusively at industrial, commercial and business customers for use in their independent, professional or commercial activity (entrepreneurs within the meaning of § 14 BGB [German Civil Code]).

1.2. These General Terms and Conditions shall also apply to all future business relations, even if they are not expressly agreed upon again.

1.3. If the entrepreneur uses conflicting or supplementary general terms and conditions, their validity is hereby objected to; they shall only become part of the contract if we have expressly agreed to them in writing.

1.4. Oral side agreements, amendments or supplements to these General Terms and Conditions shall require our written confirmation in order to be effective.

02Contracting Party, Conclusion of Contract

2.1. The sales contract is concluded with A1-ESD Equipment GmbH.

2.2. The presentation of products in the online shop does not constitute a legally binding offer, but a non-binding online catalogue. You may initially place our products in the shopping basket without obligation and correct your entries at any time before submitting your binding order by using the correction aids provided and explained in the ordering process.

2.3. By clicking the order button, you place a binding order for the goods contained in the shopping basket. Confirmation of receipt of your order is sent by e-mail immediately after the order is placed and does not yet constitute acceptance of the contract.

2.4. We may accept your order by sending a declaration of acceptance in a separate e-mail or by delivering the goods within 2 days. A binding contract may also be concluded beforehand as follows:

• If you have selected credit card payment, the contract is concluded at the time the credit card is charged.
• If you have selected payment by direct debit, the contract is concluded at the time your account is debited.
• If you have selected PayPal as payment method, the contract is concluded at the time you confirm the payment instruction to PayPal.

2.5. The language available for the conclusion of the contract is German. You can view and download the GTC at any time on this page. Your past orders can be viewed in our customer login area.

03Delivery Conditions

3.1. Shipping costs are added to the stated product prices. Details on the amount of shipping costs can be found in the respective offers.

3.2. We deliver by shipping only. Self-collection of goods is unfortunately not possible. We do not deliver to parcel stations (Packstationen).

3.3. We are entitled to make partial deliveries, provided this is reasonable for the Buyer. Each partial delivery may be invoiced separately.

3.4. Delivery dates and periods shall only be binding if they have been expressly confirmed by us in writing as binding. Otherwise, stated delivery times shall be considered approximate and non-binding.

3.5. Our delivery obligation is subject to the proviso of correct and timely self-delivery (reservation of self-delivery). This shall only apply in the event that we are not responsible for the non-delivery, in particular if a congruent covering transaction has been concluded with our supplier. The Buyer shall be informed without undue delay of the non-availability of the goods. Any consideration already paid shall be refunded without undue delay.

3.6. For shipments to countries outside the EU (third countries) the following applies: customs duties, import taxes and levies in the country of destination shall be borne by the Buyer; if these are subsequently charged to us by the carrier, the Buyer shall be obliged to reimburse them.

04Prices and Payment

4.1. Unless otherwise agreed in writing, our prices are ex works, exclusive of packaging and transport insurance, plus value added tax at the rate applicable at the time of conclusion of contract. The prices and conditions stated in the written order confirmation shall be authoritative. Costs of packaging and, upon the Buyer's request, transport and transport insurance shall be invoiced separately.

4.2. The minimum order value is EUR 150.00 for domestic orders and EUR 300.00 for international orders, plus VAT where applicable. Unless otherwise agreed, we charge a surcharge of EUR 35.00 for orders below the minimum order value.

4.3. The following payment methods are available in our shop:

• Prepayment: If you select prepayment, we will provide our bank details in the order confirmation and deliver the goods after receipt of payment.
• Credit card: Your credit card will be charged upon completion of the order.
• Direct debit: The purchase price will be debited from your account upon completion of the order.
• PayPal: You pay the invoice amount via the online provider PayPal. You must generally be registered or register first, authenticate with your credentials and confirm the payment instruction to us.
• Invoice: Public authorities and institutions, institutes and universities, corporations and partnerships may additionally receive goods on account.

4.4. Unless otherwise agreed, invoices are payable within two (2) days of the invoice date without deduction.

4.5. In the event of late payment, we are entitled to charge default interest at the rate of 9 percentage points above the respective base interest rate of the European Central Bank (§ 288 para. 2 BGB). The right to claim further damages for delay is reserved.

4.6. In the event of late payment by the Buyer, we are further entitled to charge a flat-rate compensation for recovery costs in the amount of EUR 40.00 (§ 288 para. 5 BGB), which shall be offset against any further claims for damages caused by delay.

4.7. The Buyer may only set off against our claims with undisputed or legally established counterclaims. The Buyer’s right of retention is excluded unless the counterclaims arise from the same contractual relationship and are undisputed or have been legally established.

05Right of Withdrawal

5.1. No contracts are concluded with consumers. Our offer is directed exclusively at industry, trades, commerce and the liberal professions.

06Retention of Title

6.1. The delivered goods (hereinafter “reserved goods”) shall remain our property until full payment of all current and future claims arising from the business relationship (current account reservation).

6.2. The Buyer is entitled to resell the reserved goods in the ordinary course of business. The Buyer hereby assigns to us in advance all claims in the amount of the invoice value (including VAT) arising from the resale; we accept the assignment. The Buyer shall remain authorised to collect the claims. We reserve the right to collect the claims ourselves as soon as the Buyer fails to properly meet its payment obligations.

6.3. If the reserved goods are processed or transformed by the Buyer, the processing shall be deemed to be carried out on our behalf as manufacturer within the meaning of § 950 BGB, without creating any obligations on our part. The new item created through processing shall be our property. In the event of processing with other goods not belonging to us, we shall acquire co-ownership of the new item in proportion to the invoice value of the reserved goods to the other processed goods at the time of processing.

6.4. The reserved goods may neither be pledged nor assigned as security before full payment. The Buyer must notify us in writing without undue delay if an application for the opening of insolvency proceedings is filed or if third parties seize goods belonging to us (e.g. attachments).

6.5. We undertake to release the securities to which we are entitled at the Buyer’s request insofar as the realisable value of our securities exceeds the claims to be secured by more than 10%. The selection of the securities to be released shall be at our discretion.

07Right of Rescission

7.1. If there are justified doubts as to the Buyer’s ability to fulfil its payment obligations towards us, or if the Buyer is in default of payment, we shall be entitled to make further deliveries only against prepayment or to withdraw from the contract by written declaration.

7.2. In the event of withdrawal, we may charge the Buyer for expenses incurred up to that point. The Buyer’s statutory right of withdrawal shall remain unaffected.

08Returns

8.1. Returns require our prior written consent and the assignment of an RMA number (Return Merchandise Authorization). Returns received without an RMA number will not be accepted.

8.2. Goods returned by the Buyer without legal basis will not be accepted or will be stored at the Buyer’s cost and risk. In the event of storage, we shall be entitled to destroy or sell the goods at the Buyer’s expense after a period of six months, provided we have previously requested the Buyer in writing to collect the goods within a period of four weeks and have warned of destruction or sale in the event of non-collection.

8.3. For agreed returns of goods, we are entitled to charge processing and reconditioning costs amounting to at least 30% of the goods value, but no less than EUR 50.00.

09Transfer of Risk, Transport Damage

9.1. The risk of accidental loss and accidental deterioration shall pass to the Buyer as soon as we have delivered the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment.

9.2. As between merchants, the obligation to inspect and give notice of defects pursuant to § 377 HGB [German Commercial Code] shall apply. Obvious defects and transport damage must be reported in writing without undue delay, but no later than within three (3) business days of receipt of the goods. Hidden defects must be reported in writing without undue delay after discovery, but no later than within three (3) business days of discovery.

9.3. The Buyer is obliged to document transport damage vis-à-vis the carrier upon acceptance of the goods and to record the damage in writing and by photographs. If the Buyer fails to give timely notice, the goods shall be deemed approved, unless the defect was not recognisable upon inspection. This shall not apply if we have fraudulently concealed a defect.

10Warranty and Guarantees

10.1. The warranty period for new goods shall be twelve (12) months from delivery.

10.2. In the event of a defect, we shall be entitled, at our choice, to repair or replace the goods. If supplementary performance fails after three (3) attempts, the Buyer may, at its choice, demand a reduction of the purchase price (abatement) or withdrawal from the contract.

10.3. The warranty shall not cover natural wear and tear, damage caused by improper handling, excessive use, unsuitable operating materials, or defects attributable to modifications or repairs made by the Buyer.

10.4. The commercial obligation to inspect and give notice of defects pursuant to § 377 HGB shall remain unaffected (see § 9).

10.5. Information on any additional manufacturer guarantees and their precise conditions can be found with the respective product and on special information pages in the shop.

11Liability

11.1. For claims arising from damage caused by us, our legal representatives or vicarious agents, we shall always be liable without limitation:

• in the event of injury to life, body or health,
• in the event of intentional or grossly negligent breach of duty,
• in the event of guarantee commitments, if agreed,
• insofar as the scope of application of the German Product Liability Act (Produkthaftungsgesetz) is applicable.

11.2. In the event of a breach of material contractual obligations (cardinal obligations) through slight negligence by us, our legal representatives or vicarious agents, liability shall be limited in amount to the foreseeable damage typical for the contract at the time of conclusion, but in no event exceeding the respective order value (net goods value of the affected order).

11.3. Liability for indirect damages, consequential damages and loss of profit is excluded, unless a case of unlimited liability pursuant to Section 11.1 applies.

11.4. All other claims for damages are excluded.

11.5. The above liability provisions shall also apply with regard to the liability of our vicarious agents and legal representatives.

12Force Majeure

12.1. Events of force majeure that significantly impede or temporarily prevent performance - including in particular strikes, lockouts, official orders, pandemics, epidemics, natural disasters, war, terrorism, failure of telecommunications networks, interruption of energy supply, supply chain disruptions or failure of key suppliers - shall entitle us to postpone performance for the duration of the impediment plus a reasonable start-up period.

12.2. We shall inform the Buyer without undue delay of the occurrence and expected duration of the force majeure event.

12.3. If the force majeure event persists for more than six (6) months, we shall be entitled to withdraw from the contract with respect to the unfulfilled part. The Buyer’s claims for damages shall be excluded in such cases.

13Data Protection

13.1. We process the Buyer’s personal data in the course of order processing, customer care and, where applicable, credit assessment. Processing is carried out on the basis of Art. 6 para. 1 lit. b) GDPR (performance of contract) and Art. 6 para. 1 lit. f) GDPR (legitimate interest).

13.2. We are entitled, on the basis of legitimate interests (Art. 6 para. 1 lit. f GDPR), to transmit the Buyer’s personal data to credit reference agencies (e.g. Creditreform, SCHUFA) and to obtain information for the purpose of assessing creditworthiness. This is done in particular when a business relationship is first established, when payment terms are agreed, or when there are justified doubts about the Buyer’s ability to pay.

13.3. In the event of payment default, we are entitled to transmit the data necessary for the enforcement of our claims to commissioned debt collection agencies or lawyers.

13.4. Details on data processing, the Buyer’s rights and the service providers used can be found in our Privacy Policy at fluidics-equipment.com.

14Export Control

14.1. The Buyer undertakes to comply with the applicable national and international (re-)export control regulations for the delivered goods, in particular the EU Dual-Use Regulation (EU) 2021/821 as well as the German Foreign Trade and Payments Act (AWG) and the German Foreign Trade and Payments Regulation (AWV).

14.2. At our request, the Buyer shall promptly provide us with all information regarding the end recipient, end use and intended purpose of the delivered goods, and shall submit the required end-use certificates.

14.3. We are entitled to refuse delivery in the event of violations of export control regulations or refusal to cooperate pursuant to Section 14.2, without giving rise to any claims for damages by the Buyer.

15Final Provisions

15.1. The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

15.2. If you are a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from contractual relationships between us and you shall be our registered office (Solingen).

15.3. The assignment of the Buyer’s claims arising from the contractual relationship to third parties is excluded without our prior written consent. § 354a HGB shall remain unaffected.

15.4. Should any provision of these General Terms and Conditions be or become invalid, the validity of the remaining provisions shall not be affected thereby. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid provision.

15.5. Amendments and supplements to these General Terms and Conditions shall require written form to be effective. This shall also apply to the waiver of this written form requirement.