General Terms and Conditions of Business and Delivery (GTC)

AXRO GmbH

§ 1 Scope of Application, Definition of Terms, Begriffserklärung

1.1 These GTC apply to all orders placed with AXRO GmbH, Schnackenburgallee 183 - 201, D-22525 Hamburg, hereinafter referred to as "AXRO", by companies. These GTC in connection with AXRO's order documents form the sole legal basis for the business relationship between the customer and AXRO for the acquisition of products and services from AXRO, unless expressly agreed otherwise in writing. Deviating business conditions of the customer do not apply.

1.2 An entrepreneur is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of their commercial or independent professional activity. A consumer is any natural person who concludes a legal transaction for a purpose that can neither be attributed to their commercial nor their independent professional activity. The merchant status within the meaning of these provisions is governed by the HGB.

1.3 In business dealings with entrepreneurs, these GTC are incorporated into the ongoing business relationship upon registration with AXRO, at the latest with the first order.

1.4 The customer is obligated to prove their entrepreneur status to AXRO before the first order, otherwise upon request by presenting a valid business license. Orders by consumers are not possible. These GTC do not apply to consumers.

§ 2 Offer and Contract Conclusion

2.1 The presentation of products offered by AXRO, the information particularly in brochures, catalogs, advertisements, other advertising documents and on the internet etc. as well as illustrations, colors, product samples, descriptions in offers, sample books, price lists and other documents are only to be understood approximately. They are compiled to the best of our knowledge, but do not constitute a binding offer. The order transmitted by the orderer to AXRO is, regardless of form (telephone, internet, written etc.) a binding offer to AXRO for contract conclusion. The orderer is bound by their offer for 14 days from receipt/acceptance by AXRO. Within this time period AXRO may declare acceptance of the offer. Acceptance generally occurs by sending an acceptance confirmation in text or written form, exceptionally by sending the goods. This also applies to changes or additions to the order. The control email automatically sent electronically after an order via the internet does not constitute contract acceptance in this sense.

2.2 Should the acceptance declaration or the goods delivery made without such confirmation exceptionally only occur after the expiry of 2 weeks, the confirmation or goods delivery is a new offer for contract conclusion. The orderer may accept this offer tacitly e.g. by goods acceptance and use or expressly. AXRO waives the requirement of receipt of the acceptance declaration (§ 151 BGB).

2.3 Should the offer be accepted by AXRO under changed conditions, e.g. different price, different quantity, modified product etc., this acceptance declaration/delivery is to be valued as an offer for the conclusion of a new contract (§ 150 II BGB). If a modified confirmation is not objected to by the orderer within 3 days after receipt, the new offer is deemed accepted, unless AXRO could not expect acceptance of the modified offer due to a significant deviation from the original order.

§ 3 Prices, Payment and Invoice

3.1 The prices are understood as net prices in Euro in the absence of a deviating agreement. AXRO delivers EX Works (EXW). Taxes are calculated according to the following provisions in accordance with legal requirements. Transport and packaging costs are also not included in the prices.

a) Orderers from Germany also have to pay the statutory VAT (currently 19% as standard tax rate and in exceptional cases 7%) on the net prices.

b) Orderers from other EU member states, for whom the regulations of intra-Community deliveries apply, have to pay VAT according to the destination country principle in accordance with the national regulations of the destination country, insofar as these are taxable transactions. Delivery to another EU member state (intra-Community delivery) only takes place VAT-free if the requirements for VAT exemption according to § 4 No. 1 letter b in conjunction with § 6 a UStG are met. The orderer undertakes to provide all information required for VAT assessment and furthermore to declare and pay VAT in their country. In the event that it turns out that the information provided by the orderer was incorrect or incomplete or the orderer has not declared or paid VAT in their country, the orderer shall indemnify us against all third-party claims upon first request or provide compensation for damages.

c) For orders that lead to export to third countries, the general VAT exemption according to § 4 No. 1 lit. a UStG applies. The orderer is solely responsible for the taxation of goods upon import into the destination country. Any customs duties, other import duties, inspection costs or other shipping costs (e.g. for the preparation of customs and/or shipping documents) that may arise during shipping are also to be paid by the orderer.

d) Orders that are invoiced as shipments abroad [cf. lit. b) and c)] must also have their destination abroad. Shipping of such goods with destination within the Federal Republic of Germany does not take place.

3.2 Unless otherwise agreed, the orderer has to pay AXRO invoices via SEPA corporate direct debit procedure (Single Euro Payments Area).

For the implementation of the SEPA corporate direct debit procedure

a) the orderer and their payment service provider must use the SEPA corporate direct debit procedure,

b) the orderer must grant AXRO the

c) SEPA corporate direct debit mandate and

d) the orderer must confirm to their payment service provider the granting of the SEPA corporate direct debit mandate.

If a SEPA corporate direct debit procedure has been agreed between the orderer and AXRO, the following process applies:

AXRO informs the orderer within the scope of invoicing no later than 1 (one) calendar day before the due date of the respective direct debit about the upcoming direct debit collection (so-called "advance information" or "prenotification"). There is agreement between the orderer and AXRO that the amount debited via direct debit may deviate in individual cases from the amount communicated in the advance information/prenotification if the orderer has received credits and/or correction documents in the period between the creation of the advance information/prenotification and the due date. The orderer ensures that the account designated by them in the SEPA mandate has sufficient cover for the respective collection by AXRO.

3.3 A payment is only considered as completed when AXRO can dispose of the amount. AXRO does not accept checks or bills of exchange as means of payment.

3.4 If AXRO grants a payment term in individual cases, this is not a deferment but nevertheless binding. In case of exceeding a payment term, default interest of 8 percentage points above the respective base interest rate of the ECB p.a. becomes due from the following day.

3.5 Against claims of AXRO, the orderer may only set off with legally established or AXRO-recognized counterclaims. The exercise of rights of retention is also only permissible under corresponding conditions due to counterclaims resulting directly from the same contractual relationship.

3.6 If several claims against the orderer are outstanding and the orderer's payment is not sufficient to settle all claims, settlement occurs in the order of § 366 Para. 2 BGB. Deviating settlement determinations of the orderer have no legal effect.

3.7 Unless otherwise agreed, invoices from AXRO are sent electronically. If the orderer wishes a copy of the invoice in paper form in addition to this electronic invoice, AXRO will provide such a copy in paper form to the orderer. Costs arising from this are solely borne by the orderer.

§ 4 Delivery 

4.1 The delivery takes place to the delivery address specified by the orderer. The risk of accidental loss or deterioration of the purchase objects passes to the orderer upon delivery of the goods to the forwarder or another person designated for shipment (§ 447 BGB). By handing over the ordered goods to the forwarder or another person designated for shipment, AXRO is released from their performance obligation.

4.2 AXRO is entitled to make partial deliveries, provided these are not unreasonable for the orderer.

4.3 AXRO endeavors to deliver the goods as quickly as possible. Specified delivery periods or dates are generally subject to the proviso of timely and sufficient self-delivery. Subject to the priority of a demonstrable individual agreement, only delivery dates agreed in writing are deemed binding in case of doubt. An agreed delivery time begins on the day of receipt of the order confirmation. It is complied with if the shipment is ready for dispatch within the period and this is communicated to the orderer. Compliance with a delivery period generally requires the fulfillment of the orderer's contractual obligations.

4.4 If the non-compliance or delay of an agreed delivery period is due to force majeure, labor disputes, fire, unforeseeable obstacles or other obstacles not attributable to AXRO, the delivery period is extended for the duration of these events. If AXRO is in delivery delay upon occurrence of these events, this applies accordingly. The beginning and end of such obstacles will be communicated by AXRO to the orderer as soon as possible in important cases.

4.5 If the orderer suffers damage during a delay that arose as a result of AXRO's fault, they are entitled to demand delay compensation, excluding further claims. This amounts to 0.5% for each full week of delay, but at most 5% of the value of that part of the total delivery that cannot be used on time or according to contract as a result of the delay. AXRO reserves the right to prove lesser damage. The orderer's own breaches of duty may be taken into account as mitigating factors.

4.6 If shipping is delayed due to circumstances for which the orderer is responsible, the risk passes to the orderer from the day of readiness for dispatch. At the request and expense of the orderer, AXRO will arrange the insurance that the orderer requests.

4.7 If shipping is delayed at the orderer's request, they will be charged the costs arising from storage, starting one month after notification of readiness for dispatch, at least 1% of the invoice amount for each month. AXRO is entitled, after setting and fruitless expiry of a reasonable period, to otherwise dispose of the delivery object and to deliver to the orderer with reasonable notice after ending the delay.

4.8 If the orderer falls into default of acceptance, AXRO is entitled to claim compensation for the damage thus incurred. The orderer reserves the right to prove that actually less damage occurred.

4.9 The orderer must examine the goods immediately upon delivery for completeness, correct addressing and quality. Obvious defects must be reported immediately after delivery of the goods and hidden defects immediately after discovery or objective possibility of discovery. The validity of § 377 HGB remains unaffected.

4.10 There is the possibility of direct delivery of goods to the orderer's customers after appropriate arrangement. If these customers are consumers, they also represent themselves as authorized representatives of the entrepreneur in the contractual relationship between AXRO and the orderer; in particular, they bear the obligation to complain in place of the entrepreneur according to § 4.9; the consumer's rights against their respective contractual partner remain unaffected by this regulation.

§ 5 Retention of Title

5.1 AXRO reserves title until receipt of all payments from the business relationship with the orderer; the reservation relates to the acknowledged balance. In case of contractually non-compliant behavior by the orderer, particularly in case of default in payment, AXRO is entitled to take back the purchased item. Unless AXRO expressly declares otherwise, the taking back of the goods does not constitute a withdrawal from the contract. AXRO is entitled to dispose of the goods subject to retention of title in this case. The disposal proceeds are to be applied to the orderer's liabilities – minus reasonable disposal costs –. The statutory property rights of §§ 946 ff. BGB remain unaffected.

5.2 The orderer has the obligation with regard to the goods subject to retention of title to maintain the reserved goods in proper condition for the duration of the retention of title and to treat them with care. The orderer is obligated during the existence of a retention of title to proper storage of the reserved goods and to their proper insurance. The orderer also already assigns to AXRO up to the amount of the invoice value of the reserved goods the other claims due to them regarding the reserved goods (e.g. from tort, insurance claims), which AXRO already accepts.

5.3 If third parties access the reserved goods – particularly in the form of seizures or confiscations – the orderer must point out AXRO's rights and notify AXRO immediately so that AXRO can file a lawsuit according to § 771 ZPO. For costs arising from this – including court and extrajudicial costs for a lawsuit according to § 771 ZPO if these cannot be reimbursed by the third party, the orderer is liable.

5.4 The orderer is authorized to resell the reserved goods in ordinary business transactions. The authorization for resale of the reserved goods is only granted when the retention of title is passed on. For security transfer and pledging of the reserved goods, the authorization expressly does not apply.

5.5 In the event that the customer does not pass on the retention of title when reselling, they already assign to AXRO up to the amount of the invoice amount all their claims that arise from the resale against the purchaser or third parties, which AXRO already accepts. The advance assignment is independent of whether resale has taken place without or after processing or manufacturing. The same applies to corresponding balance claims from a current account if the orderer has agreed accordingly with their customer. AXRO undertakes not to collect the claims as long as the orderer meets their payment obligations, does not fall into default of payment and no application for opening insolvency proceedings has been filed or a cessation of payments exists. However, if one of these cases occurs, AXRO is entitled to demand from the orderer that the assigned claims and their debtors be disclosed, that all information required for collection be provided, that the relevant documents be handed over and that the assignment be disclosed to the debtors (third parties).

5.6 The processing or transformation of the reserved goods is always carried out for AXRO. If the reserved goods or parts thereof are inseparably connected or mixed with other items not owned by AXRO, AXRO acquires co-ownership of the new item in the ratio of the value of the connected, mixed reserved goods.

5.7 AXRO undertakes to release the securities due to them at the orderer's request insofar as the realizable value of our securities sustainably exceeds the claims to be secured by more than 10%. The selection of securities to be released is at AXRO's discretion.

5.8 The provisions of §§ 5.1 to 5.7 do not apply to goods that AXRO delivers on advance payment by the orderer.

§ 6 Defect Claims

6.1 A product that is already defective upon delivery (warranty case) will be replaced by AXRO at their own cost with an equivalent product. If the legal requirements are met, the orderer has – subject to the liability limitation according to § 8 – the further rights according to § 437 No. 1-3 BGB.

A warranty case particularly does not exist in the following cases:

a) in case of wear and tear. Wear and tear are changes to the product that occur as a result of intended use. This particularly concerns wear parts such as print heads, ribbons, type wheels, toner, batteries.

b) in case of damage that occurred at the orderer's premises through misuse or improper use, provided this is not based on a defective assembly instruction,

c) in case of damage that occurred because the products at the orderer's premises were exposed to harmful external influences (particularly extreme temperatures, humidity, unusual physical or electrical stress, voltage fluctuations, lightning, static electricity, fire).

d) AXRO provides no warranty for a defect that arose through improper repair by a service partner not authorized by the manufacturer.

e) If operating or maintenance instructions are not followed, changes are made, parts are replaced or consumables are used that do not meet the original specifications, AXRO provides no warranty insofar as the defect is attributable to this.

6.2 Should the product examination reveal that it is an obviously unfounded defect complaint, the orderer owes AXRO compensation for expenses in the amount of a flat rate of €40.00; both contracting parties reserve the right to prove lesser or greater expenses in individual cases.

6.3 Should the product examination reveal that although it is not a defect complaint according to para. 6.2, a warranty case nevertheless does not exist, the orderer must compensate AXRO for the examination effort according to the actually incurred effort as well as the costs for sending and returning the product. The orderer remains entitled to prove that AXRO incurred no such effort or incurred it to a lesser extent.

6.4 If the orderer sends in the goods to get a replacement product, the usage compensation is governed by the following provisions:

If the orderer was able to use the goods in a defect-free condition between delivery and return, they must compensate for the value of the benefits they derived. A flat usage fee of 10% of the purchase price or the value of the replaced goods becomes due for each commenced month of usage time. Deviating from this, the usage fee for benefits derived from toners and inks is calculated according to consumption. In any case, both contracting parties reserve the right to prove lesser or greater usage compensation.

6.5 Withdrawal is only possible in case of a not insignificant defect (§ 323 V BGB). Damage compensation claims exist only according to § 8 of these GTC (§ 475 III BGB). Complaints about partial deliveries generally do not entitle to rejection of the remaining delivery, unless holding to the contract is no longer reasonable for the orderer.

6.6 Furthermore, for products delivered within the Federal Republic of Germany, claims against the manufacturer may also exist within the framework of a (contractual) guarantee assurance granted by them, which are governed by the corresponding guarantee conditions.

6.7 Warranty claims against AXRO are only due to the direct orderer. Assignment of warranty claims is excluded.

6.8 For the processing of returns, the return conditions of AXRO attached to these GTC apply.

§ 7 Limitation of Actions

7.1 In business dealings with entrepreneurs, the warranty period for used and new goods is one year from transfer of risk, unless AXRO has fraudulently concealed the defect. This does not cover damage compensation claims that arose due to gross negligence and intent.

7.2 The statutory limitation of entrepreneurs' recourse claims remains unaffected by this, insofar as the newly manufactured goods are sold to consumers within the scope of business operations. Statutory recourse claims exist only insofar as the customer has not made any agreements with AXRO's customers that go beyond the statutory defect claims.

7.3 In business dealings with entrepreneurs, the limitation period begins to run upon goods readiness or handover to the forwarding agent. It is complied with if the shipment is ready for dispatch within the period and this is communicated to the orderer. Compliance with a delivery period generally requires the fulfillment of the orderer's contractual obligations. A guarantee possibly granted by the manufacturer does not extend the limitation period according to § 7.1. The orderer bears the full burden of proof for all claim prerequisites, particularly for the defect itself, for the time of discovery of the defect and for the timeliness of the defect notification.

7.4 Insofar as third-party products show defects during the warranty period, AXRO's customer primarily turns to the manufacturer of the third-party products to achieve defect remedy there. If this fails, the above provisions regarding AXRO's warranty apply accordingly.

7.5 The fulfillment of a warranty claim does not set new warranty periods in motion.

§ 8 Liability

8.1 AXRO is liable for grossly negligent and intentional breaches of duty, as well as for personal injury caused by simple negligence. In business dealings with entrepreneurs, liability for non-intentional acts is limited to the direct damage typically foreseeable at the time of contract conclusion.

8.2 In case of slight negligence, AXRO is only liable for breach of essential contractual obligations and limited to damage foreseeable at the time of contract conclusion. This limitation does not apply to injury to life, body and health. AXRO is not liable for other damage slightly negligently caused by a defect of the purchase object. Any liability due to pre-contractual fault (c.i.c.) or under the Product Liability Act remains unaffected.

8.3 Independent of AXRO's fault, any liability for fraudulent concealment of a defect or from assumption of a guarantee (§ 444 BGB) or assurance remains unaffected. The manufacturer's guarantee is a guarantee of the manufacturer and does not constitute assumption of a guarantee by AXRO.

8.4 AXRO is also responsible for impossibility of delivery occurring by chance during delay, unless the damage would also have occurred with timely delivery.

8.5 If the orderer sends in a product, the orderer must take care to secure any data possibly located on the product. AXRO assumes no liability for the loss of data and resulting consequential damages

8.5 Insofar as liability for AXRO is excluded or limited, this also applies to the liability of AXRO's legal representatives or vicarious agents.

§ 9 Use of Data / Privacy Policy

Regarding the data protection provisions, we refer to the following page:

http://www.axro.de/DE/de/privacy.phpnsichtlich der Datenschutzbestimmung verweisen wir auf nachfolgende Seite:

https://www.axro.com/en/legal/privacy/    

§ 10 Web Shop Access Data / Confidentiality Obligation

10.1 AXRO grants access to its web shop voluntarily, revocably and only temporarily in each case. The customer has no right to access. AXRO may extend, restrict or terminate access at any time at its own discretion. Upon termination of the business relationship, violation of these conditions, abusive use or for other justified reasons, AXRO is entitled to block access to the web shop without notice.

10.2 The access data to the web shop are only intended for personal use by the authorized persons registered by the customer. The access data together with the associated password must be kept strictly confidential; they may not be passed on to third parties. Use or passing on of access data for or to external price research software or similar software tools is prohibited. The customer must ensure that their agents also comply with this confidentiality obligation. The customer or their agents are not entitled without express consent to pass on information about prices, availability etc., which have been obtained from AXRO's electronic systems or from AXRO's web services or stored there, to third parties outside the company. Likewise, they are not entitled without consent to store the received data on computers other than their own.

10.3 The customer undertakes, after an employee's departure who was granted access to the protected AXRO web shop area, to immediately delete their access or have a previously used password changed.

10.4 The customer is liable for any (even slightly negligent) misuse of their web shop access or the access of employees commissioned by them. They bear the burden of proof that the unauthorized use is not attributable to them and that they had undertaken all necessary security measures to exclude misuse.

§ 11 Export

11.1 Contract performance by AXRO is subject to the proviso that performance is not hindered by national or international provisions of foreign trade law as well as no embargos and/or other sanctions.

11.2 When passing on goods delivered by AXRO to third parties domestically and abroad, the customer must comply with the applicable provisions of national and international (re-) export control law. In any case, they must observe the (re-) export control provisions of the Federal Republic of Germany and the European Union.

11.3 The customer fully indemnifies AXRO against all claims asserted against AXRO by authorities or other third parties due to the customer's non-observance of the above export control obligations, and is obligated to compensate all damages and expenses incurred by AXRO in this connection, unless the customer is not responsible for the breach of duty. No reversal of the burden of proof is associated with this.

§ 12 Final Provisions

12.1 For all present and future claims from the business relationship with merchants, legal persons under public law or special funds under public law, the place of jurisdiction is AXRO's registered office, including bills of exchange and check claims. AXRO is also entitled to sue the orderer at any other statutory place of jurisdiction.

12.2 In business dealings with companies, the common place of performance of the parties is AXRO's registered office.

12.3 The contractual language is German.

12.4 The contractual relationships of the parties are subject to German law. The applicability of the uniform laws on the international sale of movable goods as well as on the conclusion of international purchase contracts for movable goods is expressly excluded, as well as the UN Convention on Contracts for the International Sale of Goods and the provisions on conflict of laws.


Return Conditions

AXRO GmbH

To enable smooth processing of returns in your interest, we ask you to observe the following conditions.

1. Address and Contact

1.1 Address for Returns

AXRO GmbH
Alter Wölzower Weg 4
D-19243 Wittenburg

1.2 Contact

Mail: rma@axro.de                         

 2. General Shipping Instructions

1. Please ensure that you provide returns with the RMA number (Return Merchandise Authorization), as otherwise the return cannot be assigned or can only be assigned with considerable effort. You can obtain the RMA number in our online service area http://www.axro.de/DE/de/service/rma.php after entering your data.

2. Please pack open items sufficiently (e.g. toners must be packaged separately and dust-tight).

3. Return of Goods by AXRO

3.1 Principle

Please understand that we can generally only accept returns of goods by our customers if we are legally obligated to take them back, particularly when we delivered a defective product (warranty case) or when we delivered wrong goods not ordered by the customer.

3.2 Goodwill Returns

If goods are returned by us without us being legally obligated to do so, this is done merely as a goodwill gesture and without acknowledgment of a legal obligation. We expressly reserve the right to return goods sent to us, for which we are not obligated to take back, to the customer at cost or to charge the customer for costs incurred in handling these goods.

Goods for which we are not obligated to take back will in no case be accepted by us if the goods

1. are not marketable because the goods and/or their packaging are damaged, labeled or inscribed,

2. have a best-before date of less than twelve months,

3. were specially purchased for the customer or

4. were delivered to the customer more than 4 weeks ago.

3.3 Return of Incorrectly Delivered, Damaged or Defective Goods

If we are obligated to take back, we ask you to observe the following:

3.3.1 The goods delivered by us do not correspond in quantity or type to the goods you ordered


Please note that in case of quantity shortages, special documents may be required, such as an affidavit documenting a shortage.

3.3.2 Transport Damage

3.3.2.1 Visible (Open) Transport Damage


· Ensure that visible damage is confirmed and noted on the forwarder's freight documents upon acceptance of damaged goods.

· Visible damage should be reported immediately online to our service.

· To effectively process your damage report, we generally need the following information from you:

1. affected delivery note/invoice

2. damaged items

3. pictures of the damage

4. copy of the delivery receipt with notation

The settlement of visible transport damage without notation on the freight documents is typically rejected by our insurer.

3.3.2.2 Concealed Transport Damage

· Please report transport damage that is not immediately visible and is only discovered after detailed inspection of the package or pallet immediately via our online service.

· To effectively process your damage report, we generally need the following information from you:

1. affected delivery note/invoice

2. damaged items

3. pictures of the damage

4. copy of the delivery receipt

3.3.3 Defective Goods

In the warranty case, we ask you to provide all required data in our online tool. You will then receive a return slip with RMA number. This facilitates our processing of your complaint. Please definitely include the return slip with RMA number with the return. The return of these goods takes place "freight free".

For processing your complaint, it is furthermore necessary to enclose with the shipment documents showing the defect pattern of the goods (e.g. test prints, error logs, SMC log).

All items must be packaged securely (e.g. leaking goods must definitely be packaged dust-tight).

Goods for which no warranty case exists are available for 14 days for collection by you. Upon your request, these will be returned to you against a shipping flat rate of €10.00.


Direct Processing

Take advantage of the benefits of direct processing of your warranty cases with the respective manufacturer. You benefit from faster handling, shorter processing times and significantly lower costs.

The following manufacturers offer direct service:

Xerox Hotline Germany 0180 50 04 39 2

Konica Minolta Hotline Germany 0180 50 05 76 8

OKI Hotline Germany 01805 65 44 35 7

DELL Hotline Germany 069 9792 7200

Also pass on the information about the possibility of direct processing via the manufacturer to your customers.

Hamburg, August 2025