These general terms of sale (AVB) apply between Argoa GmbH, Neulweg 1, 86453 Dasing, Germany, represented by Managing Director Stefan Buza, registered with Augsburg Local Court under HRB 31176, VAT identification number DE 310153746, telephone +49 8251 9369040 (referred to as “we” or the “Provider”), and the buyer described in § 1 paragraph 1.
(1) These general terms of sale (AVB) apply where the buyer is a business within the meaning of § 14 BGB, a legal entity under public law or a special fund under public law.
(2) These general terms of sale apply in particular to contracts for the sale and/or delivery of movable goods (“goods”), irrespective of whether we manufacture the goods ourselves or purchase them from suppliers (Sections 433, 650 of the German Civil Code). Unless otherwise agreed, these general terms of sale, in the version valid at the time of the buyer’s order or, in any case, in the version last communicated to the buyer in text form, shall also apply as a framework agreement to similar future contracts without us having to refer to them again in each individual case.
(3) Only our general terms of sale apply. Any differing, conflicting or supplementary general terms of the buyer become part of the contract only if, and to the extent that, we expressly agree to their application. This consent is always required, including where we deliver without reservation while being aware of the buyer’s terms.
(4) Individual agreements with the buyer, including ancillary agreements, additions and amendments, always take precedence over these general terms of sale. Unless proved otherwise, the written contract or our written confirmation determines the content of those agreements.
(5) Legally relevant declarations and notices from the buyer relating to the contract (e.g. setting deadlines, notice of defects, withdrawal or price reduction) must be made in writing, i.e. in written or text form (e.g. letter, email, fax). Statutory form requirements and additional evidentiary requirements remain unaffected, particularly where there is doubt about the authority of the person making the declaration.
(6) References to statutory provisions are included for clarity only. Those provisions also apply without such a reference, except where these general terms of sale directly modify or expressly exclude them.
(1) Our offers are subject to change and non-binding. This also applies if we have provided the buyer with catalogues, technical documentation (e.g. drawings, plans, calculations, costings, references to DIN standards), other product descriptions or documents – including in electronic form – to which we reserve ownership and copyright.
(2) The buyer’s order of goods constitutes a binding offer to enter into a contract. Unless otherwise stated in the order, we are entitled to accept this offer within 5 days of its receipt.
(3) Acceptance may be declared either in writing (e.g. by order confirmation) or by delivery of the goods to the buyer.
(1) The delivery period will be agreed upon individually or specified by us upon acceptance of the order. If this is not the case, the delivery period is 3 days from the conclusion of the contract.
(2) If we cannot meet a binding delivery deadline for reasons for which we are not responsible (non-availability of performance), we will inform the buyer without delay and provide an estimated new delivery deadline at the same time. If performance remains unavailable within that new period, we may withdraw from the contract in whole or in part. We will promptly refund any consideration already provided by the buyer. Non-availability in this sense includes, in particular, our supplier failing to deliver to us on time where we have entered into a matching procurement contract and neither we nor our supplier are at fault, or where we are not obliged to procure the goods in the individual case.
(3) Whether we are in default of delivery is determined by the statutory provisions. A reminder from the buyer is required in every case. If we are in default, the buyer may claim a flat-rate payment for the resulting loss. This amounts to 0.5% of the net price (delivery value) for each completed calendar week of delay, up to a maximum of 5% of the delivery value of the goods delivered late. We reserve the right to prove that the buyer suffered no loss or a substantially smaller loss than this flat-rate amount.
(4) The buyer’s rights under § 8 of these general terms of sale and our statutory rights remain unaffected, particularly where the obligation to perform is excluded, for example because performance and/or remedying a defect is impossible or cannot reasonably be required.
(1) Delivery is ex warehouse. The warehouse is also the place of performance for delivery and any remedy for defects. At the buyer’s request and expense, the goods will be sent to another destination (sale with shipment). Unless otherwise agreed, we may choose the shipping arrangements, particularly the carrier, route and packaging.
(2) The risk of accidental loss or damage to the goods passes to the buyer no later than upon delivery. In the case of a sale involving shipment, however, the risk of accidental loss or damage to the goods, as well as the risk of delay, passes to the buyer upon delivery of the goods to the carrier, freight forwarder, or other person or entity designated to carry out the shipment. If acceptance is agreed upon, this is decisive for the transfer of risk. Furthermore, the statutory provisions governing contracts for work apply accordingly to any agreed-upon acceptance. For the transfer of risk, the buyer’s default in accepting the goods has the same effect as handover or acceptance.
(3) If the buyer defaults on acceptance, fails to provide required cooperation or delays our delivery for other reasons for which the buyer is responsible, we may claim compensation for the resulting loss and additional expenses, such as storage costs. We charge a flat-rate amount of 50.00 EUR per calendar day for this, starting from the delivery deadline or, if no deadline applies, from notification that the goods are ready for dispatch.
The right to prove a higher loss and our statutory rights (in particular, reimbursement of additional expenses, reasonable compensation, termination) remain unaffected; however, the flat-rate amount will be credited against any further monetary claims. The buyer is entitled to prove that we have incurred no loss at all or only a significantly lower loss than the aforementioned flat-rate amount.
(4) An annual demand forecast and a free stock reserve of 10% of that forecast apply only where expressly agreed in a separate supply agreement. An ordinary webshop order does not create either obligation. Responsibilities, dates and other details are governed by that separate supply agreement.
(1) If nothing else has been agreed in a particular case, our prices in effect when the contract is concluded apply, ex warehouse and plus statutory VAT.
(2) For shipped orders, the buyer pays the shipping charges unless free delivery or a different individual agreement applies. For webshop orders, charges and free-delivery thresholds depend on the B2B table under “Shipping and payment” and the destination country or region. Amounts and thresholds are net of VAT, after discounts and excluding shipping charges; VAT is added where applicable. Charges are shown before the order is placed. Separately requested transport insurance and individually agreed special transport are charged additionally. Any customs duties, fees, taxes and other public charges are payable by the buyer to the extent permitted by law. Delivery to the Dutch Wadden Islands is not offered for B2B orders.
(3) Payment on invoice is available only after our individual approval. Without that approval, orders require advance payment or another immediate payment method offered at checkout. Where payment on invoice has been approved, the invoice amount is due within 20 days of the date of the official invoice unless a different payment period has been individually agreed. Individually agreed payment terms take precedence. We may also require advance payment during an ongoing business relationship; we will notify you of this no later than the order confirmation.
(4) Upon expiry of the aforementioned payment period, the buyer will be in default. Interest will accrue on the purchase price during the period of default at the applicable statutory default interest rate. We reserve the right to claim further damages for default. With respect to merchants, our right to commercial interest from the due date (§ 353 HGB) remains unaffected.
(5) The buyer may exercise rights of set-off or retention only to the extent that their claim has been established by a final, binding judgment or is undisputed. Where the delivery is defective, the buyer’s countervailing rights remain unaffected, particularly under § 7 para. 6 sentence 2 of these general terms of sale.
(6) If, after conclusion of the contract, it becomes apparent (e.g., through the filing of an application for the opening of insolvency proceedings) that our claim to the purchase price is jeopardised by the buyer’s lack of solvency, we are entitled to refuse performance and – if necessary, after setting a deadline – to rescind the contract in accordance with statutory provisions (§ 321 German Civil Code). In the case of contracts for the production of non-fungible goods (custom-made items), we may declare rescission immediately; the statutory provisions regarding the dispensability of setting a deadline remain unaffected.
(1) We retain title to the goods sold until full payment of all our present and future claims arising from the purchase agreement and an ongoing business relationship (secured claims).
(2) Goods subject to retention of title may not be pledged to third parties or transferred as security before full payment of the secured claims. The buyer must notify us immediately in writing if an application to open insolvency proceedings is made or if third parties take action against goods belonging to us, for example by attachment.
(3) In the event of a breach of contract by the buyer, in particular in the event of non-payment of the purchase price when due, we are entitled, in accordance with statutory provisions, to rescind the contract and/or to demand the return of the goods based on our retention of title. A demand for return does not automatically constitute a declaration of rescission; rather, we may limit our demand to the return of the goods and reserve the right to rescind the contract. If the buyer fails to pay the purchase price when due, we may only exercise these rights if we have previously set the buyer a reasonable deadline for payment without success, or if setting such a deadline is unnecessary under statutory provisions.
(4) The buyer may resell and/or process goods subject to retention of title in the ordinary course of business until this authority is revoked under (c) below. The following additional provisions then apply.
(a) The retention of title extends to products resulting from the processing, mixing, or combining of our goods to their full value, with us being considered the manufacturer. If, in the case of processing, mixing, or combining with goods belonging to third parties, their ownership rights remain, we acquire co-ownership in proportion to the invoice values of the processed, mixed, or combined goods. In all other respects, the same provisions apply to the resulting product as to the goods delivered under retention of title.
(b) The buyer hereby assigns to us, as security, all claims against third parties arising from the resale of the goods or products, either in their entirety or to the extent of any co-ownership share we hold as set forth in the preceding paragraph. We accept this assignment. The buyer’s obligations set forth in paragraph 2 shall also apply with respect to the assigned claims.
(c) The buyer remains authorised to collect the receivables alongside us. We undertake not to collect the receivables as long as the buyer fulfils its payment obligations to us, there is no deficiency in its ability to perform, and we do not assert our retention of title by exercising a right pursuant to paragraph 3. However, if these conditions are no longer satisfied, we may demand that the buyer disclose to us the assigned receivables and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtors (third parties) of the assignment. Furthermore, in this case, we are entitled to revoke the buyer’s authorisation to resell and process the goods subject to retention of title.
(d) If the realisable value of the security exceeds our claims by more than 10%, we will release security of our choice at the buyer’s request.
(1) The statutory provisions apply to the buyer’s rights in the event of defects in the goods and legal defects (including incorrect or short deliveries as well as improper assembly or defective assembly instructions), unless otherwise stipulated below. In all cases, the special statutory provisions for the final delivery of unprocessed goods to a consumer remain unaffected, even if the consumer has processed them further (supplier recourse pursuant to Section 478 of the German Civil Code). Claims arising from supplier recourse are excluded if the defective goods have been processed further by the buyer or another business, e.g., by incorporation into another product.
(2) The basis of our liability for defects is primarily the agreement reached regarding the quality of the goods. All product descriptions that are part of the individual contract or that we have made publicly available (in particular in catalogues or on our website) are considered agreements regarding the quality of the goods.
(3) If the quality of the goods has not been agreed upon, the statutory provisions shall determine whether or not a defect exists. However, we assume no liability for public statements made by the manufacturer or other third parties (e.g., advertising claims).
(4) The buyer’s claims for defects are conditional upon the buyer having complied with their statutory obligations to inspect and give notice of defects (Sections 377, 381 of the German Commercial Code). If a defect becomes apparent upon delivery, inspection, or at any later time, we must be notified immediately in writing. In any case, obvious defects must be reported in writing within 7 working days of delivery, and defects not detectable upon inspection must be reported in writing within the same period after discovery. If the buyer fails to properly inspect the goods and/or give notice of defects, our liability for the defect not reported, not reported in a timely manner, or not reported properly is excluded in accordance with statutory provisions.
(5) If the goods delivered are defective, we may initially choose whether to remedy the defect by repair or by supplying a defect-free replacement. Our right to refuse either remedy under the statutory conditions remains unaffected.
(6) We may make our obligation to remedy a defect conditional on payment of the purchase price due. The buyer may, however, withhold a portion of the price that is reasonable in relation to the defect.
(7) The buyer must grant us the necessary time and opportunity to remedy the defect, in particular by providing the goods in question for inspection. In the case of replacement delivery, the buyer must return the defective item to us in accordance with statutory regulations. Remedying the defect does not include removing the defective item or reinstalling it if we were not originally obligated to install it.
(8) We will bear or reimburse the expenses necessary for inspection and remedying the defect, in particular transport, travel, labour and material costs, as well as any removal and installation costs, in accordance with the statutory provisions, if a defect actually exists. Otherwise, we may demand reimbursement from the buyer for the costs incurred as a result of the unjustified request for rectification of the defect (in particular inspection and transport costs), unless the lack of a defect was not apparent to the buyer.
(9) In urgent cases, e.g., if operational safety is at risk or to prevent disproportionate damage, the buyer has the right to remedy the defect themselves and to demand reimbursement from us for the objectively necessary expenses incurred. We must be notified of such self-remedy immediately, and if possible beforehand. The right to self-remedy does not exist if we would be entitled to refuse the corresponding remedy in accordance with statutory provisions.
(10) If the attempt to remedy a defect fails, if a reasonable period to be set by the buyer for that remedy expires without success, or if setting such a period is unnecessary under the law, the buyer may rescind the sales contract or reduce the purchase price. There is no right to rescind for an insignificant defect.
(11) Even where goods are defective, the buyer may claim damages or reimbursement of wasted expenditure only under § 8. Such claims are otherwise excluded.
(1) Unless otherwise provided in these General Terms and Conditions, including the following provisions, we shall be liable for breaches of contractual and non-contractual obligations in accordance with statutory provisions.
(2) Regardless of the legal basis, we are liable for damages on the basis of fault in cases of intent or gross negligence. In cases of ordinary negligence, and subject to any less stringent statutory standard of liability (such as the care exercised in one’s own affairs), we are liable only:
a) for loss resulting from death, physical injury or harm to health,
b) for damages resulting from a significant breach of a material contractual obligation (an obligation whose fulfilment is essential for the proper execution of the contract and on whose fulfilment the other party normally relies and is entitled to rely); in this case, however, our liability is limited to compensation for foreseeable damages that typically occur.
(3) The liability limits in paragraph 2 also apply to breaches of duty by persons for whose fault we are responsible by law, and also operate for their benefit. They do not apply insofar as we have fraudulently concealed a defect or assumed a guarantee for the quality of the goods, nor do they apply to claims by the buyer under the German Product Liability Act.
(4) For a breach of duty that does not consist of a defect, the buyer may rescind or terminate the contract only if we are responsible for that breach. The buyer has no right to terminate at will. In all other respects, the statutory requirements and legal consequences apply.
(1) By way of derogation from § 438(1) No. 3 of the German Civil Code (BGB), the general limitation period for claims arising from defects in the goods or defects of title is one year from delivery. Where acceptance has been agreed, the limitation period starts on acceptance.
(2) However, if the goods are a building or an item that, according to its usual purpose, has been used for a building and has caused its defectiveness (building material), the limitation period is 5 years from delivery in accordance with the statutory provisions (§ 438 para. 1 no. 2 of the German Civil Code). Other special statutory provisions regarding limitation periods remain unaffected (in particular § 438 para. 1 no. 1, para. 3, §§ 444, 445b of the German Civil Code).
(3) The aforementioned limitation periods under the law of sales also apply to contractual and non-contractual claims for damages by the buyer based on a defect in the goods, unless the application of the regular statutory limitation period (Sections 195, 199 of the German Civil Code) would result in a shorter limitation period in a specific case. However, claims for damages by the buyer pursuant to Section 8(2), sentences 1 and 2(a), as well as claims under the German Product Liability Act, are subject exclusively to the statutory limitation periods.
(1) The invalidity of one or more provisions of this Agreement shall not affect the validity of the remaining provisions of the Agreement.
(2) The parties must agree on a replacement for any invalid provision that comes as close as possible to the economic purpose of this contract. The same applies to any gaps in the contract.
(1) This contract protects confidential information arising from the customer’s access to our confidential information. It may be used only within the scope and for the purpose of the performance agreed in the contract between the parties.
(2) The customer must keep the confidential information received from us confidential. In particular, they must not disclose it to third parties themselves or through employees, or use it for any purpose other than those agreed in the contract between the parties.
(3) Any other use or disclosure of the information is only permitted if and to the extent that we have given our prior written consent.
(4) The customer must treat the confidential information received from us with at least the same care they apply to their own affairs.
(5) The customer undertakes to comply with the statutory and contractual provisions on data protection when processing confidential information. This also includes technical security measures adapted to the current state of the art (Art. 32 GDPR) and the obligation of employees to maintain data secrecy (Art. 28 para. 3 lit. b GDPR).
(6) The customer shall use the confidential information received exclusively for the performance of the contract. The rights to the information the customer has received from us remain with us, unless otherwise contractually agreed.
(7) This obligation to protect confidential information does not include information that is publicly known. The duty of confidentiality does not apply towards courts and authorities to the extent that there is a legal obligation (including under criminal law) to disclose/release the information, or if the information is relevant in civil proceedings between the parties or between one of the parties and a third party. We must be notified immediately of any disclosure of confidential information.
(8) The information provided, or parts thereof, may only be disclosed to external consultants who are bound by confidentiality obligations, or to representatives required for the performance of the relevant assignment who have been informed of the confidentiality of the information provided and are bound by the same confidentiality obligations. The parties expressly agree to be liable for any culpable breach of confidentiality by their representatives.
(9) The customer may only engage subcontractors with our prior written consent for the performance of the contracted activities. The obligations arising from this agreement must also be imposed on these subcontractors.
(10) Within 14 days of our written request, the customer shall return to us all confidential information and any further documents prepared on the basis of this information, or provide verifiable proof of the destruction of the information and documents. This does not apply to the extent that retention is required by law or by an administrative or court order.
(11) We are entitled to check compliance, or have it checked, with this agreement to the necessary extent. For this purpose, the customer shall, upon prior agreement, grant us unimpeded access to information processing systems, files, and information related to the performance of the activities. The customer shall provide us with all information necessary for the performance of our checks. Upon request, the customer shall inform us which confidential information has been returned or destroyed and which has been retained. The notification that specific documents or information have been retained must be justified. The customer must also tell us who their data protection officer is when we ask.
(12) If either party becomes aware that confidential information has been disclosed contrary to this confidentiality agreement, that party shall immediately inform the other party.
(13) In all other respects, the GDPR and the German Federal Data Protection Act (BDSG) apply.
(1) These General Terms and Conditions and the contractual relationship between us and the buyer shall be governed by the law of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.
(2) If the buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the courts responsible for our registered office in 86453 Dasing, Germany, have exclusive jurisdiction over all disputes arising directly or indirectly from the contractual relationship, to the extent that such an agreement is permitted by law. This also applies to international jurisdiction. We may also bring an action at the place of performance of the delivery obligation under these general terms of sale or an individual agreement that takes precedence, or at the buyer’s general place of jurisdiction. Overriding statutory provisions, particularly those concerning exclusive jurisdiction, remain unaffected.
Version: 3 November 2026.
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