Terms and Conditions (GTC)
Version as of January 1, 2012
1. Prices
For correct pricing, ABES will create an offer that will be exclusively valid for the requesting
companies, corporations, institutions or foundations. A transfer requires the approval of ABES.
All prices are ex works, plus freight and packaging costs. Installation, excavation and
foundation costs are generally excluded. If value added tax is to be charged, it will be reported
All prices stated in price lists serve as guidelines only. Order prices are specified in the order
confirmation issued by ABES. ABES does not assume liability for possible errors and mistakes
in price lists, catalogues or other publications.
2. Order Confirmation
To be legally effective, orders, agreements and warranties require ABES’s written consent.
Specifications regarding delivery dates, shipping and payment terms shall be specified in the
order confirmation.
3. Delivery Period
Delivery periods specified in the order confirmation are ex works. After indication of the
readiness for dispatch, the delivery period shall be deemed to have been complied with.
If, without fault on ABES’s part, fulfilment of a service is made difficult, delayed or prevented
due to force majeure, interruption of operations at ABES or at a presupplier’s company, strike,
or other events beyond control, the delivery period shall be prolonged. ABES is then entitled
to either fully or partly withdraw from the contract.
The customer is entitled to withdraw only if one of the ABES’s CEOs has acted with wilful
misconduct or gross negligence or if the customer objectively is no longer interested in the
delivery. In the cases stated above, the customer shall not be entitled to any claim for
4. Shipping
The property and performance risk will, unless otherwise agreed, pass to the customer with
shipment to the carrier, even if ABES covers the insurance risk. Upon delivery, the supplying
carrier must be notified in writing about possible damage in transit or incomplete deliveries.
Moreover, any possible damage must be immediately reported to ABES together with the
respective written notice. The customer must immediately inspect whether the delivery is
complete. Subsequent complaints will not be accepted.
5. Terms of Payment
Invoices are due and payable within 30 days of the invoice date. Differing regulations and
discounts shall be agreed upon separately in the order confirmation or in another suitable
way. After 30 days, delay in payment sets in and ABES will thus have the right to charge an
interest rate amounting to 4 % above the discount rate of the Federal State Central Bank. The
set-off against invoice receivables with claims of the customer is only allowed if ABES has
acknowledged the customer’s claims or if they have been legally established in court.
Deliveries to companies with unknown or insufficient creditworthiness are made only
against prepayment.
6. Technical Changes
ABES reserve the right to carry out technical and visual changes without prior notice if such
changes further develop and improve the products. This also applies to an order, which has
already been placed, provided that such changes are reasonable for the customer. If the
customer objects, ABES has the right to entirely or partly withdraw from the contract.
7. Retention of Title
ABES reserves title to the delivered goods until the customer has settled all claims arising from
the business relationship with ABES. The goods subject to reservation of title may be sold only
under reservation of title. The customer has to make sure that purchasers do not claim rights
against the receivables arising from the sale.
If the delivered goods are processed or remodelled by ABES, the processing or remodelling
always takes place for ABES as manufacturer. If goods ABES does not own are to be processed,
ABES acquires co-ownership of the new item.
ABES reserves the legal right to recover possession.
8. Warranty
Complaints about noticeable defects must be immediately reported to ABES upon delivery of
the goods. Concealed defects, which manifest themselves within 12 months, must be reported
to ABES immediately after their occurrence. With regard to justified complaints, ABES replaces
or repairs the goods or gives a value compensation of its choice if the defect is remedied by
such measures.
If the delivered products contain components of wood or if they are made entirely of
wood, ABES generally declines any warranty for the natural product regarding crack
formation, surface roughness and deflection. Through usage in open space and under
certain circumstances rust points or rust-like appearances may occur on stainless steel
surfaces. Flash rust is caused by the contact of the product with rusting iron parts and not
by the material itself. It thus does not constitute a defect. Due to the unforeseeable nature
of everyday practices, ABES cannot provide any warranty that products equipped with the
3p-technology are indestructible.
Regarding third-party products, liability is restricted to the assignment of liability claims
against the suppliers of third-party products.
ABES is not liable for damages not occurring on the delivery item itself. Cancellation
(conversion) or claims for damages of any kind are excluded, unless the defect is caused by
intent or gross negligence. If liability is excluded by ABES, this also applies to the personal
liability of employees, representatives and agents.
9. Packaging
ABES takes back packaging materials in accordance with the packaging and exemption
regulations. The organisation of the retransfer and the resulting costs shall be borne by the
As a rule, ABES ships its goods on exchangeable euro pallets or stillages. The customer shall
undertake to immediately or within at most a week of delivery or, in case one week has
already passed, upon request by the carrier or ABES, place the euro pallets or stillages at the
carrier’s disposal. Otherwise ABES is entitled to separately charge 15.00 EUR/euro pallet or
70.00 EUR/stillage.
10. Custom and Original Products
If ABES is provided with samples or drawings for manufacturing purposes, smaller visual
deviations are to be accepted. This shall apply in general, however particularly regarding all
products employing the 3p-technology. Tools, models or similar devices that are manufactured
according to the production records of the customer or are acquired, shall become property of
ABES in any case, even if the client has paid for them in whole or in part.
11. Proprietary Rights
The customer shall assume responsibility towards third-party property rights regarding
provided samples, models or drawings and shall indemnify ABES against all third-party claims.
12. Terms and Conditions of the Customer
Any terms and conditions of the customer, which deviate from ABES’s terms and conditions,
shall not be binding unless confirmed by ABES in writing. This shall also apply if such terms
and conditions were taken as basis for an order by the customer and if ABES has not expressly
objected thereto in writing.
13. Privacy Policy
ABES stores the data of its business partners as necessary and permissible within the scope of
legal provisions.
14. Requirement of Written Form
Legal obligations of ABES require a written agreement. Oral agreements are invalid. Moreover,
a cancellation of the requirements regarding written form is only valid in written form.
15. Severability Clause
If individual provisions of the General Terms and Conditions as well as the Terms of Delivery
and Payment are or become ineffective, the validity of the remaining provisions shall remain
16. Place of Performance, Applicable Law and Place of Jurisdiction
Regarding contracts with registered traders, legal persons under public law and special publiclaw
funds, place of performance and place of jurisdiction shall be Luxemburg.