General Terms of Delivery B2B
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 Paragraph 1 of the German Civil Code (BGB). We only recognize terms and conditions of the customer that conflict with or deviate from our delivery and payment conditions if we expressly agree to their validity in writing.
1.2 These terms and conditions of sale also apply to all future transactions with the customer, insofar as legal transactions of a related nature are involved.
1.3 Individual agreements made with the customer in individual cases (including additions and changes) always take precedence over these terms and conditions. Subject to proof to the contrary, a written contract or our written confirmation is decisive for the content of such agreements.
2. Offer and Conclusion of Contract
If an order is to be regarded as an offer according to § 145 BGB, we can accept it within two weeks.
3. Obligations of Customer
3.1 The customer is obliged to provide advance performance with regard to an individual specification of our products, unless we take over the planning work in this respect or as a whole. Furthermore, the customer must provide the technical data required for the design of our products in full and correctly.
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 defective design, he is responsible with regard to the the provision of applicable technical data to present and provide evidence.
3.4 The customer has to check the specifications stated in the order confirmation on their consistency with regard to the intended use if he has made specifications.
4. Delivery and Passing of Risk
4.1 If the goods are sent to the customer at his request, the risk of accidental loss or accidental deterioration of the goods passes to the customer upon dispatch to the customer, at the latest when they leave the factory/warehouse, unless otherwise agreed. This applies regardless of whether the goods are shipped from the place of performance or who bears the freight costs.
4.2 If the goods are ready for collection, the risk passes to the customer upon receipt of 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 only apply as fixed dates in the sense of a fixed time transaction if they are expressly confirmed as such.
4.5 Non-compliance with delivery dates and deadlines only entitles the customer to assert his rights after he has given 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 is extended by the duration of the hindrance. This also applies to labor disputes, disruptions in our own operations, disruptions in the operations of sub-suppliers (insofar as replacement procurement is not reasonable) including transport companies, disruptions due to public sector measures or disruptions to traffic routes.
4.7 We are entitled to make partial deliveries as long as this does not place the customer at an unreasonable disadvantage.
4.8 If the customer does not accept the goods, partial services or deliveries even after setting a reasonable deadline, we are entitled to demand 20% of the order amount as a lump sum as minimum compensation. The customer retains the right to prove that no damage or less damage has occurred.
5. Prices and Payment
5.1 Unless otherwise agreed in writing, our prices apply ex works, excluding packaging and plus VAT at the applicable rate. Packaging costs will be charged seperately.
5.2 Payment of the purchase price must be made exclusively to the specified account. The deduction of cash discount is only permissible with a special written agreement.
5.3 Unless otherwise agreed, the purchase price is to be paid within 14 days of invoicing. Interest for delay will be charged at a rate of 8% above the respective base interest rate p.a. The assertion of a higher damage caused by default remains reserved.
5.4 Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in wage, material and distribution costs for deliveries made 3 months or later after the conclusion of the contract.
6. Retention Rights
The customer is only authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
7. Quality of Goods
7.1 The goods are manufactured by providing technical data, drawings, providing a sample or other technical specifications according to the customer ́s specifications.
7.2 The suitability of the goods for the purposes intended by the customer, in particular for the success of air purification, is not part of the quality of the goods, unless this has been specifically guaranteed.
8.1. We only carry out assembly work with a separate order at uniform prices plus material and travel costs as well as expenses.
8.2 Within the framework of assembly work, the customer is obliged to grant us unhindered access to the place of assembly during normal business hours and on request to make suitable support staff available. Delays due to defaults at the installation site that go beyond the usual requirements in air conditioning technology e.g. the need for protective measures due to the use of hazardous substances, set- up work or special formalities during stays abroad are at the expense of the customer.
8.3 Acceptance of the installation takes place after a trial run by the client or his authorized representative.
9. Warranty and Notification of Defects
9.1 Warranty rights of the customer presuppose that owed examination and complaint obligations have been duely fulfilled according to § 377 German Trade Code (HGB).
9.2 Claims for defects become time-barred 12 months after the delivery of the finished goods at our customer ́s place. For claims for damages in the event of intent and gross negligence and in the event of injury to life, limb and health which are based on a intentional or negligent breach of duty by the user, the statutory limitation period applies. Prior to returning the goods our consent is to be requested.
9.3 If, despite all due care, the delivered goods show a defect that already existed at the time of the transfer of risk, we shall, subject to timely notice of defects, at our discretion, improve or deliver replacement goods. We are always to be given the opportunity to remedy the defect within a reasonable period of time. Recourse actions remain unaffected by the above provision without restriction.
9.4 If the supplementary performance fails, the customer can – without prejudice to any compensation claims – withdraw from the contract or reduce the remuneration.
9.5 Claims for defects do not exist in the case of only minor deviations from the agreed quality, with only insignificant impairment of usability, with natural wear and tear, such as damage occurring after the passage of risk due to faulty or negligent treatment, excessive stress, unsuitable operating resources, defective construction work, unsuitable building ground or due to special external influences that are not presumed under the contract.
If the customer or third parties carry out improper repair work or make changes, no claims for defects for these and the resulting consequences exist. If there is no defect or if the defect does not result in any warranty claims against us, the customer must bear all costs incurred by this.
9.6 Claims of the customer due to the work required for the purpose of supplementary expenses, in particular transport, travel, labor and material costs, are excluded if the expenses increase because the goods delivered by us subsequently have been taken to a location other than the customer’s branch unless the shipment corresponds to its intended use.
9.7 The customer’s right of recourse against us only exists to the extent that the customer provides his buyer no more than the legally mandatory claims for defects. For the scope of the right of recourse paragraph 6 also applies accordingly.
9.8 For damage caused by slight negligence due to product defects, with the exception of damage to body, health or life, we limit the liability as to the ground and the amount up to € 1.5 million on the benefits of our product liability insurance. In the event of a delay in delivery, our liability is limited to 0.5% of the order value per week, in total, however, no more than 10% of the order value. Furthermore, claims for reimbursement are limited to proven additional costs (cover purchase based on three comparative offers). In the case of other breaches of duty, we are not liable for slight negligence, except for bodily injury.
10. Retention of Title
10.1 We retain ownership of the delivered item until full payment of all claims from the delivery contract. This also applies 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 behaves in breach of contract.
10.2 The customer is obliged to treat the purchased item with care as long as ownership has not yet passed to him. If maintenance and inspection work has to be carried out, the customer must, at his own expense, carry this out in good time or commission. As long as ownership has not yet passed, the customer must inform us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the court and out-of- court costs of a lawsuit in accordance with § 771 German Civil Procedure Code (ZPO), the customer shall be liable for the loss incurred by us.
10.3 Thecustomer is entitled to resell the reserved goods in normal business transactions. The customer assigns to us the claims against his own customer from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including value added tax). This assignment applies regardless of whether the purchased item has been resold without or after processing. The customer remains authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we will 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 or payments have been suspended.
10.4 We undertake to release the securities to which we are entitled at the request of the customer if their value exceeds the claims to be secured by more than 20%.
11. Model Protection
The customer may not copy or replicate items from our product range or sell replicas. In the event of an infringement, a contractual penalty of 100% of the value of the item in question is due. Further claims for damages remain unaffected. A setoff is excluded.
12.1 This contract and the entire legal relationship between the parties are subject to the law of the Federal Republic of Germany.
12.2 Place of performance and exclusive place of jurisdiction for all disputes arising from this contract is our place of business, unless otherwise stated in the order confirmation.
12.3 All agreements between the parties for the purpose of executing this contract are set down in writing in this contract.