Corporate Policies

Terms and Conditions of ACME Portable Computer GmbH

Deliveries, services and offers by ACME Portable Computer GmbH, hereinafter referred to as ACME, shall exclusively be subject to the following terms and conditions. These terms and conditions shall be deemed accepted at the latest upon acceptance of the goods or services.

The buyer's general terms and conditions, in particular purchasing conditions, are hereby already objected to. They shall not be recognized even if ACME does not expressly object to them again after receipt. Deviations from these terms and conditions shall only be effective if they are confirmed by ACME in writing.

  1. Offer
    1. ACME's offers are subject to change and non-binding. Declarations of acceptance and all orders require our written or telex confirmation to be legally effective. The same shall apply to supplements, amendments or subsidiary agreements. In case of immediate delivery, the written confirmation can also be replaced by invoice.
    2. We reserve the right to make technical and design deviations from descriptions and information in brochures, catalogs and written documents as well as model, design and material changes in the course of technical progress without deriving any rights against ACME.
  2. Prices
    1. All prices are exclusive of packaging, transport and freight insurance, plus the respective value added tax valid on the day of delivery, ex warehouse. For all deliveries, we expressly reserve the right to ship by cash in advance or cash on delivery. Packaging, freight and necessary insurance costs are shown separately.
    2. Unless otherwise agreed, ACME shall be bound by the prices contained in its offers for 14 days from the date of the offer. The prices stated in ACME's order confirmation shall be decisive. Additional services not included in the order confirmation shall be charged separately.
    3. Unforeseeable changes in customs duties, import and export charges of the foreign exchange industry, etc., shall entitle ACME to adjust prices accordingly.
    4. For call orders, the agreed price at the time of conclusion of the contract shall serve as the basis. Price changes by upstream suppliers during the term of the call-off contract shall entitle ACME to adjust the price.
  3. Deliver and performance time
    1. Dates and delivery periods are non-binding unless expressly agreed otherwise in writing. The specification of specific delivery periods and delivery dates by ACME shall be subject to correct and timely delivery to ACME by suppliers and manufacturers.
    2. Delays in delivery and performance due to force majeure or other unforeseeable events that make delivery significantly more difficult or impossible for ACME (including war-like events, official orders, non-issuance of export, import or transit permits, national measures to restrict trade and other operational disruptions of any kind, traffic disruptions) shall entitle ACME to postpone the delivery or performance for the duration of the impediment plus a reasonable start-up period or to withdraw from the contract - insofar as it has not yet been fulfilled - in whole or in part. For this purpose, it shall be irrelevant whether the delivery difficulties occur at ACME or at one of ACME's suppliers. The delivery period shall also be extended by the period of time the purchaser himself is in default with the fulfillment of his contractual obligations. For this purpose, it shall be irrelevant whether the delivery difficulties occur at ACME or at one of ACME's suppliers.
    3. If the hindrance lasts longer than 3 months, the buyer shall be entitled to withdraw from the contract - insofar as it has not yet been fulfilled - in whole or in part after setting a reasonable grace period (at least 14 days). If the delivery time is extended in application of clause 2 or if ACME is released from its obligation, this shall not result in any claims for damages against ACME. ACME shall only be entitled to invoke the aforementioned circumstances if the purchaser has been notified immediately.
    4. ACME shall be entitled to make partial deliveries and render partial services. In the case of delivery contracts, each partial delivery and partial performance shall be deemed an independent performance.
  4. Obligations of the buyer
    1. Acceptance of the delivered products, including partial deliveries, is a primary obligation of the Buyer. If the Buyer refuses or fails to accept, the Buyer shall be in default without further reminder.
    2. If the buyer does not accept the delivery, ACME shall be entitled to withdraw from the contract after setting a grace period of 4 weeks or to claim damages for non-performance. In the latter case, ACME shall be entitled to demand either 10% of the purchase price without proof of damage or compensation for the actual damage incurred. Instead of these rights, ACME shall be entitled to make a similar delivery under the agreed conditions within a reasonable extended delivery period agreed upon with the purchaser.
  5. Shipment and transfer of risk
    1. As a rule, shipment is ex warehouse Karlsruhe-Germany. Unless otherwise stated in the order confirmation, delivery is agreed "ex works" / "ex works".
    2. The costs and the risk of the transport as well as the loading costs shall be borne by the purchaser. Unless otherwise agreed, we shall take out transport insurance in favor of and for the account of the buyer.
    3. In the case of returns to ACME, the sender shall bear any risk, in particular the transport risk until the goods arrive at ACME.
    4. If the buyer has agreed to pick up the goods himself and the goods have not been picked up within 14 days after sending the notification of readiness for shipment, ACME shall be entitled to deliver the goods to the buyer at the buyer's expense.
    5. The packaging of the goods shall be carried out by ACME. The costs for the packaging and the disposal of the packaging are to be borne by the buyer.
  6. Terms of payment
    1. Invoices are by advance payment, cash, cash on delivery cash, cash on delivery crossed check or by agreement, depending on the agreement.
    2. In the event that the purchaser is in default of payment, ACME shall be entitled, despite any provisions of the purchaser to the contrary, to first offset payments against the purchaser's older debt. ACME shall inform the purchaser of the type of set-off made. If costs and interest have already been incurred, ACME shall be entitled to offset the payment, first against the costs, then against the interest and finally against the main performance.
    3. The purchaser is only entitled to set-off, retention or reduction if the counterclaims have been legally established or are undisputed.
    4. Partial deliveries and partial services may be invoiced separately.
    5. A payment shall only be deemed to have been made when the claim amount has been credited to ACME's bank account. The same shall apply to the cashing of checks.
    6. If the buyer does not meet his payment obligations, stops his payments or a bank does not honor a check, ACME shall be entitled to immediately withdraw from the delivery contract without special prior notice. In these cases, all claims of ACME against the buyer shall become due immediately in one amount without any special requirements. The same shall apply if ACME becomes aware of other circumstances that call into question the creditworthiness of the customer.
    7. ACME shall have the right to exclude the buyer in default from further deliveries, even if corresponding delivery contracts have been concluded. If ACME is willing to maintain the contract, it shall be entitled to demand advance payment, bank guarantee or security.
    8. From the time of default, ACME shall be entitled to charge interest at the rate charged by commercial banks for open overdrafts. The purchaser shall bear all collection, court and enforcement costs.
  7. Retention of title
    1. The delivery shall remain the property of ACME until all outstanding debts, including interest and costs, have been paid in full or until the checks given for this purpose have been honored in full.
    2. The retention of title shall extend to the resold delivery and to the products resulting from processing. In the event of combination or mixing with material that does not belong to ACME, ACME shall always acquire co-ownership of the manufactured new item in the ratio of the value of the goods subject to retention of title to the value of the new item. In this case, the purchaser shall be deemed the custodian for ACME to this extent.
    3. The purchaser is revocably entitled to sell the delivery in the ordinary course of business. Any other disposal, in particular pledging, transfer of ownership by way of security or transfer by way of exchange is not permitted. ACME shall be notified immediately of any seizure by a third party, even after mixing or processing, as well as of any other impairment of the rights to the delivery owned by ACME. The buyer hereby assigns to ACME, irrespective of any processing, all claims and ancillary rights to which he is entitled from the further processing. In the event that the delivery is sold by the buyer together with other goods not belonging to ACME, the assignment of the purchase price claim shall only apply to the amount of the value of the delivery.
    4. The purchaser is revocably authorized to collect the claim from the resale. The authorization to collect and the right to process shall also expire without express revocation if the buyer ceases to make payments or if justified doubts arise regarding the solvency or creditworthiness of the buyer and the application for bankruptcy, a protest of a bill of exchange or a seizure that has taken place. Assigned outstanding debts received thereafter shall immediately be accumulated in a special account with the designation to be specified separately by ACME. Upon ACME's request, the purchaser shall immediately inform ACME in writing of the debtors of the assigned claim and submit the assignment to the debtor. If the value of the security provided by ACME exceeds its total claim by 25%, ACME shall be obligated to release fully paid deliveries at the request of the purchaser, at ACME's discretion.
    5. If the buyer defaults on his payment obligation to ACME or if he violates one of the obligations resulting from the retention of title, the entire remaining debt shall become due immediately. In these cases, ACME shall be entitled to demand the surrender of the delivery and to collect it from the buyer. The buyer shall have no right of possession. ACME shall be entitled to inform the purchaser's customers of the assignment of the purchaser's claim to ACME and to collect the claim.
    6. The purchaser shall store the reserved goods for ACME free of charge. He shall insure them against the usual risks, such as fire, theft and water, to the extent required by the building. The purchaser hereby assigns to ACME its claims for compensation to which it is entitled from damages of the above-mentioned kind against insurance companies or other parties liable for damages, in the amount of the value of the goods. ACME accepts the assignment.
  8. Warranty
    1. The warranty period for all products supplied by ACME is 24 months with the exception of the ACME GO series, for which we provide a 1-year warranty.
    2. The period begins with the date of delivery. If operating or maintenance recommendations of ACME or the individual manufacturers are not followed, changes are made to the goods, parts are replaced or consumables are used that do not comply with the original specifications, any warranty shall be void.
    3. ACME must be granted a period of 14 days to remedy the defect before the contract is rescinded. Warranty claims are not assignable. Only the direct purchaser is entitled to them.
    4. The buyer must notify ACME of any defects in writing without delay, but no later than one week after receipt of the goods. Defects that cannot be discovered within this period even after careful inspection shall be reported to ACME GmbH in writing immediately after discovery. If a buyer fails to immediately notify ACME of the defect, the goods shall be deemed approved in view of this defect.
    5. Return deliveries of goods due to defective or otherwise non-contractual delivery shall only be permitted in coordination with ACME with specific reference to the respective delivery note/invoice number. For all returns, the customer shall bear the risk of accidental deterioration and accidental loss until the returned goods are received by ACME.
    6. No new warranty periods come into effect as a result of the replacement of parts, assemblies or entire devices. Wear parts are excluded from warranty claims. Improper use, storage and handling of devices, as well as tampering and opening of devices will void warranty claims.
    7. Should the data located on the equipment to be repaired be lost during the repair efforts by ACME, this risk shall be borne by the client. Liability for normal wear and tear is excluded.
    8. If the rectification of defects fails after a reasonable period of time, the purchaser may, at his discretion, demand a reduction of the remuneration or rescission of the contract.
    9. Warranty claims shall be excluded in particular if the customer has further processed the goods or has had repairs carried out by persons other than personnel recognized by ACME, unless these repairs are carried out with the written consent of ACME. Warranty and guarantee promises that are incompatible or contradictory to the terms of these warranty rules shall not be binding on ACME unless confirmed in writing by ACME.
    10. The buyer shall not make any changes to the delivered goods and/or performed services after a defect has been detected or perform the rectification itself without ACME being in default herewith. Otherwise, any warranty shall be excluded.
  9. Software
    1. Insofar as programs are included in the scope of delivery, the purchaser shall be granted a simple, unrestricted right of use for these, i.e. the purchaser may neither copy them nor make them available to others for use. A multiple right of use requires a special written agreement. In the event of infringement of these rights of use, the purchaser shall be liable in full for any resulting damage.
  10. Disposal of waste electrical equipment
    1. Pursuant to §10 Para. 2 Sentence 3 ElektroG, the buyer and ACME agree that the buyer shall assume the obligations of a manufacturer pursuant to §10 Para. 2 Sentence 1 ElektroG for old equipment of users other than those of professional equipment, unless otherwise agreed in writing between the buyer and ACME pursuant to 9.2. The buyer shall, as soon as he passes on the equipment, ensure a reasonable possibility of taking it back and shall otherwise treat the equipment at his own expense in accordance with §11 ElektroG and dispose of it in accordance with §12 ElektroG. In this respect, the purchaser shall hold ACME harmless from all obligations under the ElektroG towards authorities and third parties. Claims arising from this agreement shall become statute-barred at the earliest 30 years after handover of the device.
    2. Other claims for damages. ACME shall only be liable for claims for damages arising from positive breach of contract, tort, organizational negligence, culpa in contrahendo if ACME or its vicarious agents are guilty of intent or gross negligence.
  11. Applicable law
    1. Place of jurisdiction is Karlsruhe
    2. The relations between ACME and the purchaser shall be governed exclusively by the laws of the FRG. The application of the provisions of the Uniform Law on the Formation of Contracts for the International Sale of Goods and the Uniform Law on the Purchase of Movable Goods or the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
  12. Privacy
    1. ACME shall be entitled to process data about the purchaser received with regard to or in connection with the business relationship, regardless of whether such data originates from the purchaser itself or from third parties, in accordance with the German Federal Data Protection Act.
  13. Severability clause
    1. If individual provisions of these terms and conditions of delivery or of the delivery transaction are or become invalid, this shall not affect the validity of the remaining provisions. The contracting parties shall be obliged to agree on a new provision which comes as close as possible to the purpose pursued by the correct provision.

Karlsruhe, July 2023


Cage Code: 4AA27

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