Terms and conditions

General Trading Conditions (01.08.2025)

1. Application, Contract Conclusion, Form

1.1. These General Business Terms (GBTs) apply to all purchase, production and work contracts for goods and works to be acquired or produced (Goods) by us including operating instructions and possibly agreed additional services such as alteration, assembly or/and maintenance or/and training (Contract) between Apprich Secur GmbH (Apprich Secur/We) and our commercial customers in the meaning of § 310 (1) Civil Code (Customer). Our performance consists, in particular, in technical security alterations to basic vehicles of other manufacturers acquired by us or provided by the Customer.

1.2. The GBTs apply exclusively. We do not accept GBTs of the Customer even if the Customer refers to them in the course of issuing its order/commission and we have not expressly rejected them. We nevertheless reserve the right in such a case to demand a new order without the relevant reference.

1.3. The GBTs apply as the master agreement including for future contracts with the same Customer (Ongoing Business Relation) without our having to refer to them again in each particular case. The GBTs apply in the version valid at the time of the issue of the order and accessible at all times on our Website and/or in any event in the version last communicated to the Customer in text form.

1.4. Individual agreements (e.g. master supply contracts, quality assurance agreements) and our individual case data in particular in quotations and order confirmations take priority over the GBTs. Trading clauses are, in case of doubt, to be interpreted in accordance with the Incoterms^® issued by the ICC in Paris in the version valid at contract conclusion.

1.5. Our quotations are subject to change and non-binding unless a binding period is expressly stated. They are subject to any necessary permissions and approvals, e.g. due to state export controls the issue of which are in the Customer’s area of risk. The issue of the order by the Customer is deemed to be a binding offer to contract which remains valid, in the absence of conflicting provisions, for at least 4 weeks.

1.6. After the clarification of all significant technical and commercial details, a binding contract comes into existence on written confirmation of the order. That applies even if the order confirmation displays minor or customary trade deviations from the order (e.g. with regard to measurements, surfaces, material, colours, design etc.). Such deviations apply as approved unless the Customer rejects them without delay (usually within one week).

1.7. After contract conclusion, changes to performance are possible only by agreement. They must be provided for prior to the commencement of performance in a written supplementary agreement in which the additional remuneration and any changes to the time schedule are also to be recorded.

1.8. Legally significant declarations and notices issued by the Customer after contract conclusion (e.g. setting of deadlines, objections, defects notices, reduction/rescission) must be issued in writing. Writing in the meaning of these GBTs includes writing and text form (e.g. letter, e-mail, fax). Statutory form requirements and other evidence in particular in case of doubt as to the authority of the declarant remain unaffected.

2. Prices and Payment Provisions

2.1. Unless otherwise agreed or stated at 1(3), our prices or charging rates current in each case at the time of the contract conclusion  are deemed to be the agreed remuneration ex works and with the addition of statutory VAT, public charges (e.g. customs, fees) and other incidental expenses (e.g. shipping costs). 

2.2. The agreed remuneration becomes due in accordance with the individual contracts (usually in the amount of the agreed payment on account at contract conclusion, in any event, however, prior to the dispatch of the Goods) within 7 days of the date of the invoice without deduction. In the case of contracts for work, alterations and similar works, we are entitled at any time to invoice payments on account in the amount of the value of our performance already provided

2.3. We are entitled to adjust the agreed remuneration for performance not yet provided within six months of contract conclusion in accordance with equitable discretion (§ 315 Civil Code) if unforeseen changes to the basis of the contractual calculations occur due to not insig­nificantly increased raw material, energy or other production costs (by at least 10% in total) which cannot be made good even by cost savings in other areas. If the price adjustment is unreasonable for the Customer it can rescind the contract. We may rescind the contract if the Customer does not agree in writing to the price adjustment within 4 weeks after it has been invoked. The right of rescission is extinguished  on the coming into effect of a written agreement on the price adjustment. In all cases further contractual and statutory rights of the Parties remain unaffected.

2.4. Our invoices are issued in accordance with the statutory provisions in electronic or other form. All payments must be made by bank transfer in Euro or the agreed currency to our bank account stated in the invoice.

3. Delay in Payment, Counterclaims, Export Control

3.1. The Customer falls into delay in accordance with the statutory provisions i.e., usually on the expiry of the payment period according to 2(2). The interest for delay is annually 9 percentage points above the base rate applicable from time to time. Reserving other compensation, we also have a right to payment of a fixed statutory amount (at present 40 Euro). Our claim to interest for delay according to § 353 Commercial Code remains unaffected.

3.2. The Customer is entitled to set-off and withholding rights only to the extent that its claim has become legally effective or is undisputed. That does not apply if the counterclaim relates directly to our main performance obligation under the same contract (e.g. reduction in the case of defects).

3.3. If it becomes clear after the conclusion of the contract (e.g., by an application for the opening of insolvency proceedings, deferred payments etc.) that our contractual payment claims are at risk because of the Customer’s inability to pay, we are entitled – after setting a grace period as the case may be – to rescind the contract in accordance with the statutory provisions on refusal to perform (§ 321 Civil Code). In the case of contracts for the production of individual items or contracts for work (special production), we can declare the rescission immediately. In all cases, the statutory provisions on dispensing with grace periods and other statutory claims remain unaffected.

3.4. If the contract or its performance is subject to state export controls, the Customer is obliged to provide all necessary declarations and information (e.g. end-use declaration). If all necessary permissions and approvals are not provided in time, are finally refused or completely or partially revoked, we may rescind the contract and demand partial remuneration and reimbursement of expenses in accordance with § 645 Civil Code or the fixed amount provided for at 9(5). The same applies in the case of retroactive export prohibition and other state export or delivery restrictions (e.g. sanctions, embargoes). The statutory rights of the Parties remain unaffected.

4. Acceptance

4.1. Delivery of the Goods takes place from our works and registered office in Ludwigsfelde, Germany, which – in accordance with the statutory provisions (§ 269 Civil Code) – is also the place of performance for the delivery and any subsequent performance. Unless self-collection or a certain form of shipping is agreed, the delivery is performed in the shipping form set by us to the business base of the Customer or the agreed address for delivery.

4.2. If we, at the request of the Customer, undertake the shipping of the Goods, that is at its cost and risk (destruction, deterioration and delay). We are entitled, but not obliged, to conclude the transit insurance usual in the industry. If the collection or shipping is delayed on grounds for which we are not responsible, the risk passes to the Customer at the time of the notice that the Goods are ready for collection/shipping (comple­tion). For vehicles provided and other third-party items, a duty of care and corresponding insurance cover ends in all cases at the latest 7 days after completion. The statutory passing of risk because of delay in acceptance and any other rights accruing to us from the delay in acceptance  (e.g. reimbursement of warehouse costs or other additional expense) remain unaffected.

4.3. The Customer is obliged to submit to us, punctually and free of charge, correct and complete documents and information (e.g. technical requirements, vehicle configuration etc.) necessary for the provision of our performance and, in the same manner, to perform all other acts of cooperation (e.g. provision or collection of the Goods).

4.4. If the Customer fails to perform an act of cooperation, if it falls into delay in acceptance or if our delivery is delayed  on other grounds for which the Customer is responsible, we are entitled to demand compensation for losses thereby sustained including for additional expense (e.g. warehousing charges).  We thereby charge a fixed compensation rate of 15.00 EUR per calendar day beginning with the notice that the Goods are ready for collection/shipping  (completion). The proof of a greater loss and our statutory rights (in particular reimbursement of additional expenses, reasonable compensation, termination) remain unaffected. The fixed penalty is to be credited against additional monetary claims. The Customer may prove that we incurred no loss or only a considerably lesser loss than the above fixed amount.

4.5. Agreements on acceptance arise in each individual case with the procedure being also expressly specified. In the absence of such an agreement, the statutory provisions on the law of contracts for work also apply to purchase contracts and contracts for work production mutatis mutandis unless otherwise provided in these GBTs. The same applies to the consequences of a performed acceptance which e.g. is decisive for the passing of risk and the commencement of the limitation period.

5. Delivery Period, Unavailability of Performance, Delay in Delivery

5.1. The delivery planning and the delivery period, as the case may be, will be individually agreed or stated by us in the context of the order confirmation. In the case of approximate or non-binding delivery periods, the Customer may, after their expiry, demand from us in writing the nomination of a reasonable binding delivery period. In all cases, the delivery periods are subject to the provision of materials, information, permissions and documents to be provided by the Customer or third-party suppliers and do not begin to run prior to their complete receipt by us.

5.2. If we cannot comply with a binding delivery period for reasons for which we are not responsible (non-availability of performance e.g. due to unforeseen disruption in the supply chain, non-delivery by the superior supplier or force majeure such as scarcity of raw materials and energy, strikes and lock-outs, official orders etc.), we inform the Customer accordingly without delay stating the reason for the delay and stating the new anticipated delivery period. If the performance is still not available within the new delivery period, we are entitled to rescind the contract. We will refund without delay any consideration already provided by the Customer in that case.

5.3. The statutory provisions on the conditions for and consequences of any delay in delivery apply. In particular, we do not fall into delay if the Customer itself has substantially caused the delay (e.g. due to lack of information, permissions or documents) or the performance is not provided because of another circum­stance for which we are not responsible. In all cases, a written reminder from the Customer is required.

5.4. Other contractual or statutory rights of the Parties and the statutory provisions on the non-performance of the contract in case of the exclusion of the obligation to perform (e.g. due to impossibility) remain unaffected.

6. Confidentiality and Retention of Title

6.1. We reserve ownership and copyright to copies, process specifications, alteration specifications, design drawings, data and other documents unless otherwise provided in the contract. Such documents may be used only for the contractual objectives and are to be kept secret according to the contractual provisions and the statutory regulations (in particular business secrets legislation) with the same care as one’s own corresponding documents and knowledge vis-à-vis third parties and protected against unauthorised use.

6.2. We retain title to the Goods until full payment of all claims under the contract and under an on-going business relationship (Secured Goods). That also applies to goods provided in so far as we, due to agreed processing (e.g. alteration), become owner of the Goods by law. Other contractual or statutory security rights  (e.g. entrepreneurial lien according to § 647 Civil Code) remain unaffected.

6.3. The Secured Goods must be treated with due care and stored separately from other goods. They must be insured at replacement value to the usual extent against material damage (in particular damage by fire, flood, or theft).

6.4. The Secured Goods may neither be pledged to third parties nor transferred as security prior to full payment of the secured claims. The Customer must inform us without delay in writing if an application for the opening of insolvency proceedings is made or if third parties seize the Secured Goods (e.g. execution).

6.5. In case of conduct in breach of contract by the Customer, especially non-payment of the remuneration due, we are entitled in accordance with the statutory regulations to rescind the contract and/or demand surrender of the Secured Goods based on the retention of title. The demand for surrender does not contain a declaration of rescission at the same time. We are, in fact, entitled to demand the surrender of the Secured Goods only and to reserve the right of rescission. If the Customer does not pay the remuneration due, we can exercise these rights only if we have previously set the Customer a reasonable period for payment without result or the setting of such a period may be dispensed with according to statutory law.

7. Examination and Defects Notice

7.1. We are not liable for defects known to the Customer at contract conclusion or not known to it then due to gross negligence (§ 442 Civil Code). The same applies in case of acceptance agreed and declared by the Customer if it does not expressly reserve its defects rights.

7.2. The Customer is obliged to examine the Goods for defects (including incorrect and short delivery) without delay (usually within a week of delivery) in accordance with the statutory provisions  and to complain of same in accordance with the following provisions. The Customer must in so far as reasonable in the normal course of business pursue even a suspicion of defect at reasonable expense. The examination and complaint obligation also applies to contracts for work if defects are not mentioned in the acceptance record.

7.3. If a defect is established at delivery, on examination or some later time, we must be notified thereof immediately (usually within 3 days). For observance of that period, the punctual sending of the notice suffices. In addition, transport damage is also to be complained of directly to the transport company and noted on the acknowledgement of receipt. All notices and complaints must be in writing.

7.4. If the Customer fails to duly examine and/or give notice of defects, our liability for the defect not notified or not notified in time or not duly notified is excluded in accordance with the statutory provisions.

8. Defects Claims of the Customer, Warranty Period

8.1. For the rights of the Customer in the case of material defects and defects of title (including incorrect or short delivery and faulty fitting/installation or defective instruction), the statutory provisions apply unless otherwise provided below. In all cases, the statutory provisions on the consumer protection and rights of the Customer out of separately given manufacturer guarantees remain unaffected.

8.2. The basis of liability for defects is above all the agreement concluded on the quality and the intended use of the Goods (including accessories and instructions). All product and application specifications and other manufacturer’s instructions which are subject matter of the individual contract or made public (in particular on our Website) by us at the time of the contract conclusion are deemed to constitute such agreement on quality. We are not responsible for errors not based on our performance (e.g. in the case of used or provided items, worn parts or incorrect use).

8.3. In addition, the question of defectiveness is to be assessed according to the statutory provision. If in this connection compliance with public law requirements (including product or market-related obligations) is decisive, only the provisions relevant to marketability of the goods in the Federal Republic of Germany and the European Union are applicable. Different foreign requirements which are disadvantageous to us, in particular of the country of destination of the product, are relied on only if that is expressly agreed in an individual case.

8.4. In the case of Goods with digital elements or other digital content we must provide and update the digital contents as the case may be only if that is expressly provided for in an agreement on quality according to subsection (2).

8.5. The Customer’s claims for defects shall be conditional on the Customer having satisfied its examination and notification obligations in accordance with Art. 7. Minor or customary trade deviations (e.g. with regard to measurements, surfaces, material, colours, design, etc.) do not constitute a defect if they are of no consequence for the functionality of the goods.

8.6. If the Goods are defective, we can choose whether to provide subsequent performance by rectifying the defect (rectification) or by supplying goods without defects (replacement) or by newly manufactured product (in the case of contracts for work). Otherwise, the statutory provisions apply.

8.7. The Customer must give us the time and opportunity necessary for the subsequent performance, in particular provide the goods concerned to us at the place of performance of subsequent performance (§ 439 (5) Civil Code) for purposes of examination. We can make subsequent performance dependent on the Customer paying the remuneration due. The Customer is entitled to temporarily withhold part of the remuneration reasonable in relation to the defect.

8.8. The expenses necessary for examination and subsequent performance, in particular transport, travelling, labour and material costs and removal and fitting costs are paid or reimbursed by us as the case may be – related to the place of performance of the subsequent performance – in accordance with the statutory provisions and these GBTs if there is in fact a defect. Otherwise, we may demand reimbursement of such costs from the Customer if it knew or must have known that no defect existed in fact.

8.9. In urgent cases, e.g. danger to operational safety or the prevention of disproportionate damage, the Customer may itself remedy the defect without setting a grace period in advance and demand reimbursement of the necessary expense from us. We must be informed of such self-help without delay, if possible in advance. The right to self-help does not apply if we would have been entitled to refuse such subsequent performance according to the statutory provisions.

8.10. If a reasonable period for subsequent performance set by the Customer expires without result or may be dispensed with according to the statutory provisions (e.g. because of failure), the Customer may rescind the contract or reduce the agreed remuneration. In case of an insignificant defect, there is no right of rescission. Claims of the Customer for compensation or the reimbursement of expenses incurred in vain (§ 284 Civil Code) arise even in case of defects only in accordance with the provisions of Art. 9.

8.11. In deviation from the statutory provisions (§§ 438 (1) No. 3, 634a (1) No. 1 Civil Code) the general limitation period for claims arising from physical defects and defects of title (Warranty Period) is one year after delivery. If acceptance is agreed, the limitation period begins according to §§ 634a, 640 Civil Code on acceptance. The reduced periods also apply in the case of a new commencement of the limitation period.

8.12. Defects claims are excluded after the expiry of the Warranty Period. That also applies to compensation claims arising from defects. Special statutory provisions on limitation (e.g. § 438 (1) No. 1 and 2, (3), §§ 444, 445b Civil Code) remain unaffected.

9. Damages, Fixed Compensation on Termination

9.1. We shall be liable for damages in accordance with the statutory provisions unless otherwise provided below.

9.2. In the case of breaches of duty – no matter on what legal ground – we are, in the context of fault liability, liable in case of intent or gross negligence.

9.3. In case of simple negligence and less onerous liability standards (e.g. care in one’s own affairs), we shall be liable only

1. 1. for damage due to injury to life, body or health, and
   2. for damage due to not insignificant violation of a material contractual obligation (an obligation the satisfaction of which enables the proper performance of the contract in the first place and on the satisfaction of which the contracting party regularly relies and may rely); in that case, however, the liability shall be limited to compensation for foreseeable damage typically incurred

9.4. The above limitations on liability also apply vis-à-vis third parties and in the case of breaches of duty by or in favour of persons for whose fault we are responsible according to statutory provisions. For claims under the Product Liability Act, the statutory provisions apply exclusively.

9.5. If the contract ends because of rescission or termination (e.g. payment default or the Customer’s failure to cooperate according to § 323 and/or § 643 Civil Code) and we have compensation or reimbursement claims (e.g. according to §§ 281, 280 Civil Code) or for proportional remuneration (e.g. according to §§ 645, 643; § 648 Civil Code), we may claim 20% of the full agreed remuneration (net contract sum) as fixed discharge of our claim. We reserve the right at any time to prove a higher loss. The Customer retains the right to prove that we suffered no loss or a considerably lesser loss than the above fixed amount.

10. Choice of Law, Place of Court Jurisdiction

10.1. These GBTs and the contractual relationships between the Parties shall be governed by the laws of the Federal Republic of Germany with the international uniform law, in particular, the United Nations Convention on Contracts for the International Sale of Goods being excluded. The choice of law also applies to non-contractual obligations which are closely connected to the contract. In all other respects, the scope and extent of the choice of law is governed by the statutory provisions. The conditions for and effects of retention of title are subject to the law of the place of storage of the goods provided that according thereto the choice of German law is inadmissible or invalid.

10.1. For all disputes – including international disputes - arising from the contractual relations the exclusive place of court jurisdiction shall be the location of our registered office in Ludwigsfelde Germany (Landgericht Potsdam). We are, however, in all cases also entitled, in accordance with the statutory provisions, to file a lawsuit at the place of performance of the delivery obligation or at the Customer's place of general court jurisdiction. Statutory provisions with priority, in particular on exclusive jurisdiction, remain unaffected.