Terms and conditions

The business relationship between Adapt Deutschland GmbH (hereinafter referred to as Adapt) and the customer is governed exclusively by the following General Terms and Conditions (GTC).

The GTC apply in particular to contracts for the sale of movable goods to entrepreneurs in accordance with § 14 BGB. Deviating, conflicting or supplementary terms and conditions of the customer are only valid if Adapt expressly agrees to them in writing.

If Adapt does not demand strict compliance with these GTC in every case, this does not affect the fundamental validity of these GTC. A right of repetition or customary right for individual business partners cannot be derived from this.

Legally relevant declarations and notifications to be made to us by the customer after conclusion of the contract (e.g. setting of deadlines, notifications of defects, declarations of cancellation or reduction) are only effective in writing.

Offers from Adapt or product and price information provided in any other form are subject to change and non-binding. This shall also apply if we have provided the customer with price lists, catalogues, technical documentation or other product descriptions, documents or data - also in electronic form - to which we reserve ownership rights and copyrights. The sending of an offer or other information does not oblige Adapt to accept an order.

The sending of an order in text or written form shall be deemed a binding contractual offer. Orders placed by the customer by telephone or verbally are also binding. Adapt reserves the right to demand written confirmation for orders placed verbally.

The acceptance of the order and thus the conclusion of a purchase contract is only released by our written order confirmation or by performance (dispatch of the goods). The customer is obliged to check order confirmations within 5 working days. If no change request or objection is received in text form within these 5 working days, the mutually concurring declarations of intent shall be deemed to have been issued with legal effect.

Our delivery condition is exclusively "ex works" (EXW). Adapt shall provide the service by dispatching the goods, i.e. handing them over to a shipping or transport service provider.

Delivery times and dispatch dates are agreed individually or specified by us upon acceptance of the order.

Changes to delivery times or dates shall only be binding if they have been mutually agreed at least in text form.

If we are unable to meet binding dispatch dates for reasons for which we are not responsible (non-availability of the service), we shall inform the customer of this immediately and at the same time inform the customer of the expected new performance period. If the service is also not available within the new performance period, we shall be entitled to withdraw from the contract in whole or in part.
Ist die Leistung auch innerhalb der neuen Leistungsfrist nicht verfügbar, sind wir berechtigt, ganz oder teilweise vom Vertrag zurückzutreten.

The occurrence of our default in performance shall be determined in accordance with the statutory provisions. In any case, a reminder from the customer is required.

We assume no liability for compliance with the delivery deadlines of the shipping or transport service provider. The carriers do not act on behalf of Adapt.

Quotations, order confirmations and invoices contain net sales prices in euros (€) plus shipping costs and statutory VAT at the time of performance.

The prices are "ex works" (Incoterms 2020) plus freight and packaging costs (see point 3 - Provision of services). Any costs for special services, transport insurance, customs duties and fees, taxes and other charges shall also be borne by the customer.

Offers are valid without special notice until cancelled.

After the ordered goods have been handed over to a transport/shipping service provider, the customer will receive a corresponding invoice by e-mail. All invoices are due after 10 days without deduction. Payment must be made by bank transfer to the bank account stated on the invoice.

The customer shall be in default upon expiry of the above payment deadline. If the term of payment is exceeded despite a reminder, the statutory provisions on default of payment shall apply. If the buyer exceeds the payment deadline, all claims arising from the business relationship shall become due immediately.

The customer shall only be entitled to rights of set-off or retention to the extent that his claim has been established in due time or is undisputed.

We reserve the right to demand advance payment or a pro rata advance payment from new customers. The same applies to subsequent orders in the event of late payment.

After the ordered goods have been handed over to a transport/shipping service provider, the customer will receive a corresponding invoice by e-mail. This invoice includes a fee to cover the additional administrative costs for shipments to non-EU countries. All invoices are due after 10 days without deduction.

Payment must be made by bank transfer to the bank account stated on the invoice.

The customer shall bear the bank charges for payments.

We reserve title to the goods sold until full payment of all services rendered under a purchase contract.

Offsetting or suspension of payments is excluded, unless the offsetting takes place with a credit note issued by Adapt or on the basis of a written agreement previously confirmed by both parties.

The goods subject to retention of title may neither be pledged to third parties nor assigned as security before full payment of the secured claims. The customer must inform us immediately in writing if an application is made to open insolvency proceedings or if third parties have access to the goods belonging to us (e.g. seizures).

The customer is authorised until revocation in accordance with (c) below to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the customer is obliged to inform his contractual partner of Adapt's existing retention of title (extended retention of title).

The statutory provisions (Sections 377, 381 of the German Commercial Code (HGB)) shall apply to the customer's rights in the event of material defects and defects of title (including incorrect and short delivery), unless otherwise specified below.

Any damage to packaging or goods recognisable upon delivery must be documented immediately upon receipt, also vis-à-vis the carrier, and reported to Adapt without delay. Irrespective of the above obligation to inspect and give notice of defects, the customer must report obvious defects (including incorrect and short deliveries) in writing within 14 calendar days of receipt of the delivery and document them with photos or videos. If the customer fails to properly inspect the goods and/or report defects, our liability for the unreported defect shall be excluded. After expiry of the 14 calendar days, Adapt reserves the right to reject complaints/claims for replacement delivery, returns or credit notes for delivered goods.
The inspection must take place before transport to and installation at the end customer.

Adapt Deutschland GmbH accepts no liability for complaints, damage reports or shortages of goods delivered directly to third parties at the customer's request. Goods received must be inspected immediately for defects. In the event of a defect, please inform us upon receipt of the goods in accordance with § 377 HGB. Transport damage must be acknowledged upon receipt of the goods. Please notify us immediately.

In the event of timely and accepted complaints, Adapt is exclusively obliged to remedy the defect by repair or replacement delivery. An additional claim for the customer for additional compensation of any kind is excluded.

The payment obligation towards Adapt from an individual order remains in force even in the event of a complaint.

The return of the goods is only possible after prior agreement. Returns must be made at the customer's own expense in the original packaging and avoiding further damage.

In principle, the statutory warranty provisions apply.

The Adapt Deutschland GmbH products listed below are guaranteed for life against defects in materials and workmanship. (Defects due to incorrect installation* or improper use are not included).

• SpaceArm monitor arms
• SpaceBeam toolrails
• Elevator CPU holders

Adapt will repair or replace any product covered by this warranty or take other reasonable steps to assist the purchaser in resolving the problems associated with the use or performance of such products. The defective product must be returned to Adapt Deutschland GmbH.
Adapt will replace any product that cannot be professionally repaired. If the replacement is shipped BEFORE the defective product is returned and inspected, the replacement product, including shipping costs, will be invoiced first. If the inspection of the returned goods shows that the lifetime guarantee applies, this invoice will be credited in full. Claims under this guarantee or any resulting refund claims without inspection of the defective product and our express consent are excluded and will not be accepted. This guarantee is not transferable.
Warranty claims must be made by the original purchaser of the product. Adapt Deutschland GmbH grants a 5-year warranty for defects in material and workmanship for products in the Ergo-Boost product range. (Defects due to incorrect installation* or improper use are not included).

* Excluded from this restriction are goods that have been installed at the end customer's premises by an Adapt installation team.

The data, processing instructions and information provided by us are compiled with the utmost care and are of course checked regularly. Nevertheless, we cannot accept any liability for the completeness, accuracy and up-to-dateness of the information provided. Errors and technical mistakes excepted.

The delivery times stated by us cannot be guaranteed, but are merely estimates. We accept no liability for any consequential damage resulting from delivery delays.

Adapt accepts no liability for damage that has arisen or been caused by the use of the goods or is attributable to improper use of the goods.

Liability limitation

Liability for consequential damage of any kind (e.g. personal injury or damage to property, loss of data, loss of profit, additional personnel costs, useless expenditure, failure to realise savings, etc.) is excluded in any case, insofar as this is legally permissible.
Any further liability obligations other than those expressly stated in these terms and conditions, irrespective of the legal grounds, in particular claims for any damage arising from advice, assistance in preparing for use, interruption of operations or defects in third-party products, are excluded, unless liability is mandatory due to intent or gross negligence. In the event of a warranty or liability claim against Adapt, contributory negligence on the part of the customer shall be taken into account appropriately, in particular in the event of inadequate or delayed delivery.

If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from the contractual relationship shall be Krefeld.

Should individual provisions of the contract with the customer, including these GTC, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision shall be replaced by a provision whose economic success comes as close as possible to that of the invalid provision.

Adapt Deutschland GmbH
Hanns-Martin-Schleyer-Str. 30
47877 Willich
Germany

Phone: 02154-89140-0
E-mail: infode@adapt-global.com