Terms of delivery and payment B2B

1. scope of application

1.1 These Terms and Conditions of Sale apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). We shall only recognize terms and conditions of the customer that conflict with or deviate from our terms and conditions of delivery and payment if we expressly agree to their validity in writing.

1.2 These Terms and Conditions of Sale shall also apply to all future transactions with the Customer, insofar as these are legal transactions of a related nature.

1.3 Individual agreements made with the Customer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these Terms and Conditions. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.

2. offer and conclusion of contract

If an order is to be regarded as an offer in accordance with § 145 BGB, we can accept it within two weeks.

3. obligations of the customer

3.1 The customer shall be obliged to perform in advance with regard to an individual specification of our products unless we take over the planning work in this respect or in total. Furthermore, the customer must provide the technical data required for the design of our products completely and accurately.

3.2 In the event of missing technical data, we are entitled to withdraw from the contract after a single reminder.

3.3 If the customer claims a faulty design, he shall be obliged to present and provide evidence with regard to the provision of correct technical data.

3.4 The customer must check the specifications set out in the order confirmation for their conclusiveness with regard to the intended use, insofar as the customer has made specifications.

4 Delivery and transfer of risk

4.1 If the goods are dispatched to the customer at the customer’s request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch to the customer, at the latest when the goods leave the factory/warehouse, unless otherwise agreed. This shall apply irrespective of whether the goods are dispatched from the place of performance or who bears the freight costs.

4.2 If the goods are ready for collection, the risk shall pass to the customer upon receipt of the notification of readiness for collection, unless otherwise agreed.

4.3 The customer is responsible for the disposal of the packaging.

4.4 Specified delivery times are non-binding and shall only be deemed to be fixed dates in the sense of a firm deal if they are expressly confirmed as such.

4.5 Non-compliance with delivery dates and deadlines shall only entitle the customer to assert the rights to which he is entitled after he has set us a reasonable grace period of at least 15 working days, unless this is legally dispensable.

4.6 If we are prevented from fulfilling our obligation due to unforeseen circumstances that cannot be avoided despite reasonable care, the delivery period shall be extended by the duration of the hindrance. This shall also apply in the event of labor disputes, disruptions in our own operations, disruptions in the operations of subcontractors (insofar as a replacement cannot reasonably be procured), including transport companies, disruptions due to measures by public authorities or disruptions to traffic routes.

4.7 We are entitled to make partial deliveries insofar as this does not unreasonably disadvantage the customer.

4.8 If the customer does not accept or take delivery of the goods, partial services or partial deliveries even after a reasonable deadline has been set, we are entitled to demand a lump sum of 20% of the order amount as minimum compensation. The customer reserves the right to prove that no or less damage has been incurred.

5 Prices and payment

5.1 Unless otherwise agreed in writing, our prices are ex works excluding packaging and plus VAT at the applicable rate. Packaging costs shall be invoiced separately.

5.2 Payment of the purchase price must be made exclusively to the specified account. The deduction of a cash discount is only permitted with a special written agreement.

5.3 Unless otherwise agreed, the purchase price must be paid within 14 days of invoicing. Interest on arrears shall be charged at a rate of 8% p.a. above the respective base interest rate. We reserve the right to claim higher damages for default.

5.4 Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in labor, material and distribution costs for deliveries made 3 months or more after conclusion of the contract.

6. rights of retention

The customer is only authorized to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.

7. nature of the goods

7.1 The goods shall be manufactured in accordance with the customer’s specifications by providing technical data, drawings, a sample or other technical specifications.

7.2 The suitability of the goods for the purposes intended by the customer, in particular for the success of air pollution control, is not part of the quality of the goods, unless this has been specifically guaranteed.

8. assembly

8.1. We only carry out assembly work if this has been commissioned separately at unit prices plus material and travel costs and expenses.

8.2 In the context of installation work, the customer is obliged to provide us with unhindered access to the installation site during normal business hours and to provide suitable auxiliary personnel on request. Delays due to omissions at the installation site beyond the usual requirements in air conditioning technology, such as the need for protective measures due to the use of hazardous substances, set-up work or special formalities in the case of stays abroad, shall be borne by the customer.

8.3 Acceptance of the installation shall take place after a single trial run by the client or its authorized representative.

9 Warranty and notification of defects as well as recourse/manufacturer recourse

9.1 Warranty rights of the customer presuppose that he has properly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code).

9.2 Claims for defects shall become time-barred 12 months after delivery of the goods supplied by us to our customer. The statutory limitation period shall apply to claims for damages in the event of intent and gross negligence as well as in the event of injury to life, limb and health which are based on an intentional or negligent breach of duty by the user. Our consent must be obtained before any return of the goods.

9.3 If, despite all due care, the delivered goods have a defect that already existed at the time of the transfer of risk, we shall, at our discretion, either repair the goods or deliver replacement goods, subject to timely notification of defects. We must always be given the opportunity for subsequent performance within a reasonable period of time. Recourse claims shall remain unaffected by the above provision without restriction.

9.4 If the subsequent performance fails, the customer may – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration.

9.5 Claims for defects shall not exist in the case of only insignificant deviations from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear and in the case of damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable operating materials, defective construction work, unsuitable building ground or due to special external influences which are not provided for in the contract. If improper repair work or modifications are carried out by the customer or third parties, no claims for defects shall exist for these and the resulting consequences. If there is no defect or if the defect does not result in any warranty claims against us, the customer shall bear all costs incurred by us as a result.

9.6 Claims of the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labor and material costs, are excluded if the expenses increase because the goods delivered by us have subsequently been taken to a place other than the customer’s branch office, unless the transfer corresponds to their intended use.

9.7 The Purchaser shall only have a right of recourse against us to the extent that the Purchaser has not made any agreements with its customer that go beyond the statutory mandatory claims for defects. Paragraph 6 shall also apply accordingly to the scope of the customer’s right of recourse against the supplier.

9.8 For damages caused by slight negligence due to product defects, with the exception of damages to body, health or life, we limit our liability in terms of reason and amount to the benefits of our product liability insurance up to € 1.5 million. In the event of a delay in delivery, our liability is limited to 0.5% of the order value per week, but no more than 10% of the order value in total. Furthermore, claims for compensation are limited to the reimbursement of proven additional costs (covering purchase on the basis of three comparative offers). In the event of other breaches of duty, we shall not be liable for slight negligence, with the exception of bodily injury.

10. reservation of title

10.1 We reserve title to the delivered goods until all claims arising from the delivery contract have been paid in full. This shall also apply to all future deliveries, even if we do not always expressly refer to this. We are entitled to take back the purchased item if the customer acts in breach of contract.

10.2 The customer is obliged to treat the purchased item with care as long as ownership has not yet been transferred to him. If maintenance and inspection work has to be carried out, the customer shall carry out or commission such work in good time at his own expense. As long as ownership has not yet been transferred, the customer must inform us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. If the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO (German Code of Civil Procedure), the customer shall be liable for the loss incurred by us.

10.3 The customer is entitled to resell the goods subject to retention of title in the normal course of business. The purchaser hereby assigns to us the claims against the customer arising from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including VAT). This assignment shall apply irrespective of whether the purchased item has been resold without or after processing. The customer shall remain authorized to collect the claim even after the assignment. Our authorization to collect the claim ourselves remains unaffected. However, we shall not collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed and payments have not been suspended.

10.4 We undertake to release the securities to which we are entitled at the request of the customer insofar as their value exceeds the claims to be secured by more than 20%.

11 Model protection

The customer may not reproduce articles from our delivery program or have them reproduced or sell reproductions. In the event of non-compliance, a contractual penalty amounting to 100% of the value of the corresponding article shall become due. Any further claims for damages shall remain unaffected by this. No offsetting shall take place.

12. other

12.1 This contract and all legal relationships between the parties are subject to the law of the Federal Republic of Germany.

12.2 The place of performance and exclusive place of jurisdiction for all disputes arising from this contract is our registered office, unless otherwise stated in the order confirmation.

12.3 All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.

As at 23.12.2022