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Allgemeine Geschäftsbedingungen – General terms and conditions of AutoGyro GmbH

§ 1 CONTRACTUAL PARTNERS AND VALIDITY

  1. These General Terms and Conditions apply to all contracts, deliveries and other services, including consulting services.
  2. The contractual partner is AutoGyro GmbH (Commercial Register of the Local Court Hildesheim, HRB 200849), represented by its managing directors.
  3. To the contractual relationship exclusively apply these General Terms and Conditions of AutoGyro GmbH, in conjunction with the information in the contract and the order confirmation. Any terms and conditions (in particular purchasing conditions) of our contractual partner are hereby expressly rejected. They will not become part of the contract even if AutoGyro GmbH does not expressly reject them again upon receipt.
  4. For the purposes of these General Terms and Conditions, a consumer is any natural person who enters into a legal transaction with AutoGyro GmbH for purposes that are predominantly neither attributable to its commercial nor its independent professional activity (consumer goods purchase).
  5. For the purposes of these General Terms and Conditions, an entrepreneur is any natural or legal person or a legally capable partnership that, when concluding a legal transaction with AutoGyro GmbH, acts in the exercise of its commercial or independent professional activity.

§ 2 DELIVERY

  1. The delivery period begins on the day all technical and other details of the order have been clarified, any necessary documents have been provided, and any agreed down payment has been received. It is extended by the period during which the buyer is in default of his or her contractual obligations.
  2. The delivery or performance period shall be extended appropriately – even in the event of a default – in the case of force majeure and unforeseen obstacles arising after conclusion of the contract that are beyond our control (in particular strikes, epidemic and pandemic events, lockouts, or disruptions to transport routes), provided that such obstacles demonstrably have a significant impact on the intended performance or delivery. This also applies if these circumstances occur at our suppliers, subcontractors, or other suppliers. We will inform the buyer of the beginning and end of such obstacles as soon as possible. The buyer may request a statement from us as to whether we intend to withdraw from the contract or deliver within a reasonable period. Claims for damages are excluded in these cases.
  3. AutoGyro GmbH is entitled to make partial deliveries.

§ 3 ACCEPTANCE

  1. The buyer is obliged to take possession of the purchased item at the agreed location within two weeks of receiving the notification of availability.
  2. If the buyer is in default of acceptance, AutoGyro GmbH is entitled to its statutory rights (§ 304 BGB). If the buyer’s conduct also constitutes a breach of contract, AutoGyro GmbH is entitled to withdraw from the contract. A grace period does not have to be set, if the buyer seriously and definitively refuses acceptance. AutoGyro GmbH is entitled to claim compensation for damages incurred due to the non-acceptance. Damages can be calculated specifically or claimed as a lump sum. The lump-sum compensation for non-acceptance amounts to 20% of the purchase price plus all costs for ancillary services, e.g., transport, unless the customer proves to AutoGyro GmbH that no damage or only significantly less damage than the aforementioned lump sum was incurred. In the event of default of acceptance by the buyer, a storage fee of €5.00 per day plus VAT will be charged. In these cases, the buyer is liable according to the statutory provisions governing default of acceptance.

§ 4 PACKAGING 

  1. Packaging material provided by AutoGyro GmbH will be invoiced depending on its type and quantity. If the goods are shipped by AutoGyro GmbH at the buyer’s request, the buyer will bear the costs for packaging and shipping/transport.
  2. Packaging materials provided by AutoGyro GmbH, the return of which AutoGyro GmbH does not require, must be disposed of by the buyer at his or her own risk and expense.

§ 5 TRANSFER OF RISK

  1. In the case of a consumer goods purchase, the risk of accidental loss or accidental damage to the goods sold passes to the buyer upon handover. Handover is deemed to have occurred if the buyer is in default of acceptance. If the goods are shipped to the consumer buyer at his or her request, the risk of accidental loss or accidental damage to the goods passes to the buyer upon handover of the goods to the carrier, provided the buyer has commissioned the carrier and AutoGyro GmbH has not previously appointed this carrier to the buyer.
  2. In the case of a commercial sale, delivery is ex works or ex warehouse, Dornierstraße 14, 31137 Hildesheim, Germany (EXW, Incoterms ® 2010).
  3. If the buyer defaults on acceptance, the goods will be stored at the buyer’s expense and risk. This also applies if shipment is delayed at the buyer’s request or due to the buyer’s fault. In this case, notification of readiness for shipment is equivalent to shipment.
  4. If collection by the buyer is agreed, the risk passes to the buyer upon notification of readiness for collection in the event of delayed collection at the buyer’s request or due to the buyer’s fault.

§ 6 PRICES AND PAYMENT

  1. The prices quoted include statutory VAT (gross price). Delivery and shipping costs are calculated separately due to the complexity of shipping worldwide and not included in the prices. These are invoiced separately if applicable. 
  2. Paragraph 1, sentence 1 does not apply if the buyer is a merchant as defined by the German Commercial Code. In this case, prices are ex works or ex warehouse (EXW, Dornierstraße 14, 31137 Hildesheim, Germany, Incoterms® 2010), excluding packaging and plus statutory value added tax at the applicable rate, unless otherwise agreed. Packaging costs will be invoiced separately.
  3. Payment of the purchase price can be made – at the customer’s discretion – either in cash or in advance by bank transfer to the account of AutoGyro GmbH below. The payment date is the date on which AutoGyro GmbH has access to the funds. AutoGyro GmbH reserves the right to accept or refuse bills of exchange and checks. In this case, checks and bills of exchange are accepted only on account of payment and are considered payment only after they have been honored. Discount charges are borne by the buyer. 
    • Account Holder: AutoGyro GmbH
    • IBAN: DE31 2594 0033 0214 7254 00
    • Account Number: 0214725400
    • BIC / SWIFT: COBADEFFXXX
    • Bank Name: Commerzbank
  4. Unless expressly agreed otherwise, 50% of the aircraft  purchase price is due immediately upon conclusion of the purchase agreement. A further 30% is due when the aircraft commences final assembly. The remaining balance is due upon receipt of the goods and must be paid in full – without any deduction – no later than that time. Spare part orders are paid 100% up front unless otherwise specifically agreed.
  5. If the buyer is in default of payment, AutoGyro GmbH reserves the right to charge reminder fees of €2.50 per reminder – starting with the second reminder – as compensation for late payment. If the buyer is a consumer, default interest will be charged at a rate of 5 percentage points above the respective base interest rate (§ 247 German Civil Code) per annum. Otherwise, the default interest rate is 9 percentage points above the respective base interest rate. Buyers who are not consumers will also be charged for costs a flat fee of €40.00. The right to claim higher damages for late payment remains reserved. The buyer is permitted to prove that a lower amount of damages than the flat fee, or no damages at all, were incurred.
  6. If the buyer is a merchant within the meaning of the German Commercial Code and no fixed price agreement was made, reasonable price changes due to changes in wages, material and distribution costs remain reserved for deliveries that take place three months or later after the conclusion of the contract.

§ 7 SET-OFF; RIGHT OF RETENTION

  1. The customer can only offset claims that are undisputed or have been legally established.
  2. The customer may only exercise a right of retention if and to the extent that his counterclaim is based on the same contractual relationship or he is entitled to do so in accordance with § 320 German Civil Code.

§ 8 RETENTION OF TITLE

  1. AutoGyro GmbH retains title to the delivered goods until the purchase price has been paid in full (goods subject to retention of title).
  2. If the buyer is a merchant as defined by the German Commercial Code AutoGyro GmbH retains title to all delivered goods until all claims arising from the business relationship with the buyer have been settled in full (goods subject to retention of title). This includes future claims arising from contracts concluded simultaneously or subsequently. This also applies if individual or all claims have been included in a current account by AutoGyro GmbH and the balance has been drawn and acknowledged. 
  3. Any processing or transformation of the goods subject to retention of title by the customer is always carried out in the name and on behalf of AutoGyro GmbH as the manufacturer within the meaning of § 950 German Civil Code, without creating any obligation for AutoGyro GmbH. In this case the processed or transformed items are considered goods subject to retention of title. The customer’s expectant right extends to the processed or transformed goods subject to retention of title. If the goods subject to retention of title are processed, combined, or mixed by the customer with other items not belonging to AutoGyro GmbH, AutoGyro GmbH acquires co-ownership of the new item in proportion to the objective value of the goods subject to retention of title relative to the other processed, combined, or mixed items at the time of processing, combining, or mixing.
  4. No rights of third parties may be established with respect to the goods subject to retention of title (in particular sale, transfer of ownership as security, mixing, combining, processing).
  5. Until full ownership is transferred, the customer is obligated to treat the goods subject to retention of title with care. In particular, the customer is obligated to insure the purchased goods at his or her own expense against theft, fire, and water damage for their full replacement value. Furthermore, the customer is obligated to have all necessary repairs or maintenance work carried out promptly at his or her own expense.
  6. As long as ownership has not yet been transferred, the customer must immediately notify AutoGyro GmbH in text form if the goods subject to retention of title are seized or otherwise subject to third-party intervention.
  7. If the value of all security rights held by AutoGyro GmbH exceeds the amount of all secured claims by more than 20%, AutoGyro GmbH will release a corresponding portion of the security rights at the customer’s request; AutoGyro GmbH has the option of choosing between different security rights when releasing the security.

§ 9 WARRANTY, PROPERTIES OF THE GOODS, NOTIFICATION OF DEFECTS

  1. The descriptions and specifications, including illustrations and drawings, in catalogues, brochures, advertisements, and other written or electronic publications (e.g., websites) are non-binding and serve only for illustration and informational purposes. AutoGyro GmbH expressly reserves the right to make minor deviations regarding fabric properties, shape, color, print color, size, weight, or similar characteristics, provided these are reasonable for the customer. Reasonable grounds for changes may in particular arise from standard commercial fluctuations and technical production processes.
  2. Warranty: Refer to AutoGyro GmbH General Conditions document (06-019b-Rev3 Guarantee Conditions), latest updated on 30/06/2026.
  3. Insofar as a defect to be covered by warranty exists under the statutory provisions, the customer is entitled, within the framework of the statutory provisions, to initially demand subsequent performance. If the buyer is a consumer, he or she may choose whether subsequent performance should be carried out by repair or replacement. Otherwise, this right of choice rests with AutoGyro GmbH. AutoGyro GmbH is entitled to refuse the type of subsequent performance chosen by the consumer if it is only possible at disproportionate cost and the other type of subsequent performance remains available without significant disadvantages for the consumer. Repair is deemed to have failed after the second unsuccessful attempt, unless the nature of the item or the defect, or other circumstances, indicate otherwise.
  4. If the subsequent performance has failed or AutoGyro GmbH has unlawfully refused subsequent performance, the customer may – without prejudice to any claims for damages under Section 10 of these General Terms and Conditions – demand within the framework of the statutory provisions a reduction of the purchase price (abatement) or rescission of the contract (withdrawal) at his discretion.
  5. Warranty claims regarding delivered goods expire after two years (unless extended) from receipt of the goods in the case of a consumer goods purchase. If the buyer is an entrepreneur, the limitation period is one year from receipt of the goods. For used goods, the warranty period is one year from receipt. 
  6. If the contract constitutes a commercial transaction for the buyer, warranty rights are only available if the buyer has properly fulfilled the obligations to inspect and report defects as stipulated in § 377 German Commercial Code. The buyer must notify AutoGyro GmbH of any defects of the goods immediately in writing; obvious defects must be reported within an exclusion period of two weeks from receipt of the goods.

§ 10 LIABILITY

  1. AutoGyro GmbH is fully liable, regardless of the legal basis, for damages resulting from injury to life, body or health caused by a negligent breach of duty by AutoGyro GmbH or an intentional or negligent breach of duty by one of its legal representatives or vicarious agents and for other damages resulting from a grossly negligent breach of duty by AutoGyro GmbH or from an intentional or grossly negligent breach of duty by one of its legal representatives or vicarious agents.
  2. Any further liability is excluded, regardless of the legal nature of the claim asserted. This exclusion of liability applies in particular to claims for damages due to a defect in the goods (§ 437 No. 3, § 475 para. (3) German Civil Code), unless AutoGyro GmbH has fraudulently concealed the defect or assumed a separate guarantee for the quality of the goods.
  3. To the extent that the liability of AutoGyro GmbH is excluded or limited, this also applies to the personal liability of its employees, workers, representatives and vicarious agents.
  4. Liability under the Product Liability Act remains unaffected.

§ 11 DATA PROTECTION

AutoGyro GmbH processes the customer’s personal data for specific purposes and in accordance with legal regulations. The personal data provided for the purpose of ordering goods (e.g. , name, email address, postal address, payment details) is used by AutoGyro GmbH to fulfill and process the contract. This data is treated confidentially and is not disclosed to third parties who are not involved in the ordering, delivery, and payment process. Upon request, the customer free of cost will receive information about the personal data stored about them by AutoGyro GmbH. They have the right to correct inaccurate data, block, and delete their personal data (upon request), provided there is no legal obligation to retain it.

§ 12 FINAL PROVISIONS

  1. All contracts governed by these General Terms and Conditions, including their interpretation, and all legal relations between the parties are subject to the laws of the Federal Republic of Germany, excluding the provisions of the UN Convention on Contracts for the International Sale of Goods (CISG). If the customer is a consumer and has his or her habitual residence abroad, the mandatory provisions of that country remain unaffected.
  2. The place of performance and exclusive jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the registered seat of AutoGyro GmbH in Hildesheim, provided the customer is a merchant, a legal entity under public law, or a special fund under public law. In this case, AutoGyro GmbH also retains the right to alternatively sue the customer at his or her general place of jurisdiction.
  3. If the customer is an entrepreneur, all agreements made between the parties for the purpose of carrying out the contract are laid down in the contract, including these General Terms and Conditions.