General Terms and Conditions of Sale (GTCS)
§1 General Provisions
1.1. The following Terms and Conditions of Sale apply exclusively to natural or legal persons or partnerships with legal capacity who, when concluding the legal transaction, act in the exercise of their commercial or independent professional activity (entrepreneurs in the sense of § 14 of the German Civil Code – BGB).
1.2. We sell goods or provide services to entrepreneurs exclusively on the basis of our GTCS. They also apply to all future business with the customer, without us having to refer to them again in each individual case; the current version of the GTCS is available on www.americom.de. Deviating conditions of the customer that we do not expressly acknowledge shall not become part of the contract, even if we do not expressly object to them. Our GTCS also apply if we execute the delivery to the customer without reservation, in the knowledge of conflicting or deviating conditions of the customer.
§2 Offer – Offer Documents and Order Confirmation
(1) Our offers are non-binding (subject to change).
(2) The ordering of the goods by the customer is considered a binding contractual offer. We are entitled to accept this contractual offer within 2 weeks of its receipt by us.
(3) A delivery contract is only concluded through our written order confirmation, at the latest with the delivery. Objections to the content of the order confirmation must be raised immediately, but no later than within three working days of its receipt, in writing. If no objection is made in due time, the content of the order confirmation becomes contractually binding. Transmission via data telecommunication suffices for the written form requirement.
(4) We reserve the proprietary and copyrights to drawings, calculations, and other documents. This also applies to such written documents that are designated as "confidential". The customer requires our express written consent before passing them on to third parties1.
§3 Prices – Payment Terms
(1) Only the prices confirmed by us in writing shall be valid. These are understood to be ex works plus statutory value-added tax, postage, packaging, freight, insurance, etc.
(2) We reserve the right to reasonably change our prices if, after the conclusion of the contract, cost reductions or cost increases occur, in particular due to increases in wage costs or material price changes. We will prove these to the customer upon request.
(3) Unless otherwise stated in the order confirmation, our invoices are payable within 10 days with 2 % discount (Skonto) or 30 days net.
(4) The customer is in default of payment upon expiry of the aforementioned payment period. The purchase price shall bear interest during the default at the respective applicable statutory default interest rate. We reserve the right to assert further damage caused by default. Our claim against merchants for the commercial maturity interest according to § 353 HGB remains unaffected. Otherwise, the statutory rules regarding the prerequisite and consequences of default in payment apply.
(5) Means of payment other than bank transfer, such as cash payment, by cheque, or by cash on delivery, require a separate agreement. Receipt of the payment by us is decisive for the timeliness of the payment.
(6) The customer can only offset with counterclaims that are undisputed, acknowledged by us, or legally established. The customer is only entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
(7) If circumstances become known to us after the conclusion of the contract that question the creditworthiness of the customer, or if a significant jeopardisation of our claim to payment occurs due to the customer's deterioration of assets, or if the customer is in default with the payment of the purchase price, we can demand advance payment or security within a reasonable period and refuse performance until our demand is fulfilled. In the event of the customer's refusal or fruitless expiry of the deadline, we are entitled to withdraw from the contract in whole or in part and to demand compensation for damages instead of performance.
§4 Product Adaptations
We reserve the right to make constructional, design, and technical improvements in adaptation to the respective state of the art until delivery, insofar as these changes are reasonable for the customer and do not impair the usability of the goods for the contractually intended purpose. We will inform the customer about material changes.
§5 Delivery Time, Delay in Delivery
(1) The start of the delivery and performance dates specified by us presupposes that all technical questions have been clarified and that the obligations of the customer are fulfilled correctly and on time. If this is not done, the period shall be extended appropriately. The defense of non-performance of the contract remains reserved.
(2) The delivery period shall be extended in the event of force majeure, strike, or delays for which we are not responsible, by the duration of the hindrance.
(3) We are entitled to make partial deliveries, provided this does not result in disadvantages for the use.
(4) If the customer is in default of acceptance or culpably violates other obligations to cooperate, we are entitled to give priority to other third-party orders and to extend the delivery time appropriately. Without prejudice to further claims, we are entitled to demand compensation for2 the damage incurred by us in this respect, including any additional expenses. In particular, without prejudice to further rights, we may charge a storage fee of 0.5 % for each month, but no more than 5 % of the price of the delayed delivery. Furthermore, in the case of call orders, after the expiry of 12 months from the order confirmation, we can set a one-month grace period for acceptance and then invoice the unaccepted goods or service and charge reasonable storage fees or stand-by fees until acceptance.
(5) If the prerequisites of paragraph (4) are met, the risk of accidental loss or accidental deterioration of the purchased item passes to the customer at the time the latter is in default of acceptance or debtor's default.
(6) We are liable according to the statutory provisions if the delay in delivery is based on an intentional or grossly negligent breach of contract for which we are responsible; a fault of our representatives or vicarious agents is attributable to us3. In the event of a grossly negligent breach of contract, our liability for damages is limited to the foreseeable, typically occurring damage. This regulation is not connected with a change in the burden of proof to the disadvantage of the customer.
(7) Insofar as a delay in delivery is attributable to us according to these provisions, our liability for each completed week of delay is limited to compensation of 0.5 %, but a maximum total of 5 % of the price for the part of the delivery that cannot be used due to the delay.
(8) The customer is obliged, at our request and within a reasonable period, to declare whether he withdraws from the contract due to the delay in delivery or insists on the delivery.
§6 Delivery, Transfer of Risk – Packaging Costs
(1) Unless otherwise stated in the order confirmation, delivery "ex works/warehouse" is agreed. At the request and expense of the customer, the goods will be shipped to another destination at the customer's risk. In this case, the customer bears the transport costs from the warehouse. The customer bears any customs duties, fees, taxes, and other public charges. The type and route of dispatch will be determined by us at our reasonable discretion.
(2) Transport and all other one-way packaging will not be taken back.
(3) Small and stamped parts can be delivered as bulk goods. Single-piece or special packaging only takes place upon corresponding agreement.
(4) If the customer wishes, we will cover the delivery with transport insurance; the costs incurred in this respect are borne by the customer.
(5) For deliveries abroad, the customer pays all incurred transport costs from the factory. This means that after the handover of the goods to the carrier, we have fulfilled the purchase contract - all further burdens and risks (customs, freight, loss, damage) are transferred to the buyer (EXW clause 2010 of the International Commercial Terms – Incoterms).
§7 Rights in case of Defects and Liability
(1) Our deliveries are free from material defects if they have the agreed quality upon transfer of risk. The product descriptions and specifications listed in our catalogues and price lists based on the respective standard (e.g. DIN, ISO) are considered an agreement on the quality of the purchased item. Other or further properties and features than the expressly agreed quality of the deliveries are not owed. A guarantee that goes beyond the warranty for this quality agreement for a specific purpose of use or a specific suitability, duration of use, or durability after the transfer of risk is only assumed insofar as this is expressly agreed upon in writing; otherwise, the risk of suitability and use lies exclusively with the customer. Usual deviations in delivery from different production series are not considered a defect. The same applies to generally reasonable deviations of the delivery from samples and specimens. Technical data, specifications, and performance data in offers, contracts, annexes, advertising brochures, and documentation, etc. only characterize the quality of the products and do not constitute guarantees, unless they are designated as such.
(2) Claims for defects by the customer presuppose that the customer has properly fulfilled his obligations to inspect and give notice of defects according to § 377 HGB. Obvious defects must be reported immediately, but no later than within 10 days after delivery, in writing. Hidden defects must be notified immediately after their discovery. Timely dispatch of the notification suffices to meet the deadline. If the customer fails to notify the defect in time, the delivery is deemed approved.
(3) Insofar as a defect in the purchased item exists, we are entitled, at our choice, to subsequent performance in the form of remedy of the defect or delivery of a new item free of defects. In the event of the remedy of the defect, we are obliged to bear all expenses necessary for the purpose of remedying the defect, in particular transport, travel, labour, and material costs, insofar as these are not increased by the fact that the purchased item was moved to a location other than the place of performance. We can refuse subsequent performance if it is only possible with unreasonable or disproportionately high costs. If a request for remedy of a defect by the customer proves to be unjustified, we can demand reimbursement of the resulting costs from the customer.
(4) If the subsequent performance fails, the customer is entitled, without prejudice to any claims for damages, to choose between withdrawal (cancellation of the contract) or reduction (lowering of the remuneration).
(5) Claims for defects do not exist in the event of only insignificant deviation from the agreed quality or the agreed delivery quantity, in the event of only insignificant impairment of usability, in the event of natural wear and tear or damage that occurs after the transfer of risk as a result of faulty or negligent handling, excessive stress, unsuitable operating resources, unsuitable use, improper use, faulty assembly, disregard of maintenance and operating instructions or that arise due to special external influences that are not assumed under the contract. A deviation of the delivery quantity of up to 5% is considered insignificant. If improper changes are made by the customer or by third parties, there are also no claims for defects for these and the consequences arising therefrom.
(6) In any case, we may make the subsequent performance (rectification or replacement delivery) dependent on whether a reasonable part of the agreed remuneration has already been paid in relation to the extent and severity of the defect.
(7) The customer will support us in the detection and elimination of defects and will inform and consult us comprehensively. He must give us the opportunity to investigate the damage event.
(8) We are liable according to the statutory provisions if the customer asserts claims for damages that are based on intent or gross negligence, including intent or gross negligence of our representatives or vicarious agents. Insofar as no intentional breach of contract is attributed to us, the liability for damages is limited to the foreseeable, typically occurring damage.
(9) We are liable according to the statutory provisions if we culpably breach an essential contractual obligation; in this case, however, the liability for damages is limited to the foreseeable, typically occurring damage, unless intent or gross negligence can be imputed to us or our vicarious agents.
(10) Insofar as the customer is entitled to a claim for damages instead of performance, our liability is limited to compensation for the foreseeable, typically occurring damage.
(11) Liability for culpable injury to life, limb, or health remains unaffected; this also applies to the mandatory liability under the Product Liability Act (Produkthaftungsgesetz).
(12) The preceding regulations are not connected with a change in the burden of proof to the disadvantage of the customer.
(13) Unless otherwise agreed, the limitation period for claims for defects for items that have been used for a building in accordance with their usual purpose and have caused its defectiveness is 36 months from the transfer of risk. For other items, the limitation period is 12 months. The limitation period in the case of a supplier recourse according to §§ 478, 479 BGB remains unaffected. Otherwise, in cases of injury to life, limb, or health, in the event of an intentional or grossly negligent breach of duty, and in the event of fraudulent concealment of a defect, the statutory limitation period remains. The statutory regulations on the beginning of the limitation period and on the suspension, interruption, and recommencement of the deadlines are not affected by these provisions.
(14) The customer's right of recourse claims against us pursuant to § 478 BGB (recourse of the entrepreneur) exist only insofar as the customer has not made agreements with his buyer that go beyond the statutory claims for defects. The preceding provisions apply accordingly to the scope of our liability for damages.
§8 Industrial Property Rights; Defects in Title
(1) We are liable to the customer for infringements of property rights in connection with the sale of our products, provided and to the extent that such property rights that are valid in the Federal Republic of Germany and are published there at the time of delivery by us are infringed when the goods are used in accordance with the contract, as follows:
a) we will, at our option and expense, either acquire a right of use for the product, modify the product so that the property right is not infringed, or exchange the product. If this is not possible for us under reasonable conditions, we must take back the product against reimbursement of the purchase price.
b) The aforementioned obligations only exist for us if the customer informs us immediately in writing of the claims asserted by the third party, does not acknowledge an infringement, and all defense measures and settlement negotiations remain reserved for us. If the customer ceases use of the product for reasons of damage mitigation or other important reasons, he is obliged to point out to the third party that the cessation of use is not connected with an acknowledgment of a property right infringement.
(2) Claims of the customer are excluded insofar as he is responsible for the infringement of the property right. Claims of the customer are also excluded insofar as the infringement of the property right is caused by special specifications of the customer, by an application not foreseeable by us, or by the fact that the delivery is modified by the customer or used together with products not supplied by us.
§9 Total Liability
(1) Any further liability for damages than provided for in §§ 5, 7, and 8 is excluded – regardless of the legal nature of the asserted claim. This applies in particular to claims for damages arising from fault upon conclusion of the contract, due to other breaches of duty, or due to tortious claims for compensation for property damage pursuant to § 823 BGB.
(2) The limitation according to paragraph (1) also applies insofar as the customer demands reimbursement of useless expenditures instead of a claim for compensation for damages instead of performance.
(3) Insofar as the liability for damages is excluded or limited towards us, this also applies with regard to the personal liability for damages of our employees, workers, staff, representatives, and vicarious agents.
§10 Special Productions; Costs for Tools
(1) In the case of delivery of special productions, we charge proportional and one-off costs for the production of corresponding tools.
(2) The tools remain our property. We reserve all copyrights and ancillary property rights to the tools without restriction.
(3) If a special production has a defect within the meaning of § 7 Paragraph 1, the customer initially only has a claim to subsequent performance. If the customer demands subsequent performance, we can, at our option, remedy the defect or produce a new tool. If the subsequent performance fails, the customer is entitled, without prejudice to any claims for damages, to choose between withdrawal (cancellation of the contract) or reduction (lowering of the remuneration). Otherwise, the provisions of §§ 7 to 9 apply mutatis mutandis with regard to defects and our liability.
§11 Retention of Title
(1) We reserve the title to the purchased item until receipt of all payments from the business relationship (including all balance claims from the current account) with the customer. If the value of the items delivered under retention of title that serve as security for us exceeds our total claim by more than 10 %, we are obliged, at the customer's request, to release the security (proportionally).
(2) In the event of conduct by the customer contrary to the contract, in particular in the event of default in payment, we are entitled, after setting a reasonable deadline, to take back the purchased item. The taking back of the purchased item by us constitutes a withdrawal from the contract. We are authorised to sell the purchased item after taking it back; the proceeds from the sale shall be credited against the customer's liabilities – minus reasonable realisation costs.
(3) Before payment of the purchase price, the customer may neither pledge nor transfer the delivered items as security. In the event of seizures as well as confiscation or other interventions by third parties, the customer must notify us immediately and provide us with all information and documents necessary to safeguard our rights. Enforcement officers or third parties must be informed of our ownership. Insofar as the third party is not in a position to reimburse us for the judicial and extrajudicial costs of a lawsuit according to § 771 of the German Code of Civil Procedure (ZPO), the customer is liable for the resulting loss incurred by us.
(4) The customer is entitled to resell the delivered items in the ordinary course of business; however, he already now assigns to us all claims in the amount of the purchase price agreed between us and the customer, including VAT, that accrue to him from the resale against his buyers or third parties, regardless of whether the delivered items are resold without or after processing. The customer is authorised to collect this claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the customer properly meets his payment obligations and is not in default of payment. If this is the case, however, we can demand that the customer informs us of the assigned claims and their debtors, provides all information required for collection, hands over the associated documents, and notifies the debtors (third parties) of the assignment.
(5) The processing or transformation of the goods by the customer is always carried out for us. If the delivered items are processed with other items that do not belong to us, we acquire co-ownership of the new item in proportion to the value of the delivered items to the other processed items at the time of processing. For the item created by processing, the same applies as for the items delivered under retention of title.
(6) If the delivered items are inseparably mixed with other items that do not belong to us, we acquire co-ownership of the new item in proportion to the value of the delivered items to the other mixed items at the time of mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer transfers co-ownership to us proportionally. The customer stores the sole ownership or co-ownership thus created for us.
(7) The customer also assigns to us the claims that arise against a third party through the connection of the purchased item with a piece of land to secure our claims against him.
(8) If, at the foreign location where the goods are located after collection or delivery, certain measures are required for the effectiveness of the retention of title or the assignment, the customer must point this out to us immediately and carry out such measures at his own expense. If the granting of a retention of title and/or the other rights previously dealt with is not possible at the location where the goods are located after delivery, the customer must do everything necessary at his expense to provide us with the security rights to the delivered goods that are most similar to these rights or to secure our claims at least equivalently.
§12 Confidentiality and Data Protection
(1) The contracting parties will treat confidentially all information or information materials that become known to them orally, in writing, or in any other way, directly or indirectly, within the scope of the contractual relationship, which are designated as confidential or which are usually to be regarded as confidential due to the nature of the matter, during the term of the contractual relationship and for two years after its termination, use them exclusively within the scope of the services covered by this contract, and neither pass them on to third parties nor make them accessible to third parties in any other form without the consent of the other party, and take all reasonable precautions to exclude and avoid access by any third party thereto.
(2) Excluded from this obligation of confidentiality are only such information and information materials that were already obvious at the time they became known, i.e. easily accessible to any third party, are lawfully made accessible to a contracting party by a third party after they became known, who is not subject to an obligation of confidentiality towards the other contracting party in this regard, must be compulsorily communicated to an authority or another authorised third party upon their request, or must necessarily be communicated to the legal or tax advisors of the respective partner for the purpose of consultation.
(3) The parties undertake to comply with the applicable data protection regulations (in particular GDPR, BDSG). Detailed information on the type, scope, and purpose of the collection and use of personal data by us can be found in our separate data protection declaration, which can be viewed on our website.
§13 Place of Jurisdiction, Place of Performance, Amendments
(1) The place of jurisdiction is our respective place of business; however, we are also entitled to sue the customer at his place of residence court.
(2) The law of the Federal Republic of Germany shall apply; the application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
(3) Unless otherwise stated in the order confirmation, our place of business is the place of performance.
(4) Amendments and supplements to this contract require the written form.
© Copyright by Americom GmbH All rights reserved
Status: 11/2025
Americom GmbH
Breslauer Weg 31, 82538 Geretsried
Registry Court: Munich
Registration Number: HRB 223568
Managing Director authorized to represent: Arno Wienhausen
Tax Number: 139/121/52094
VAT Identification Number: DE304715898