Our general terms and conditions, as amended, apply to all contractual relationships we enter with customers. Otherwise, German law, including German technical regulations, applies exclusively; European standards apply to plant construction outside the Federal Republic of Germany. The customer’s general terms and conditions shall only be valid if they have been expressly accepted by us.
The contract language with our company is German and English. If texts need to be translated into or from other languages, the customer shall bear these costs separately.
Individual arrangements shall take precedence over these terms and conditions if they have been agreed in writing between us and our customers.
The customer may only make our offer and accompanying documents available to third parties if we have expressly given our consent. The same applies to all contract documents that we provide to the customer. We reserve the ownership rights and copyright to these documents.
We are bound by our offers for a maximum of four weeks from the date of issue. The exact scope of services is specified in the order confirmation. If work has to be carried out that is not listed in the offer or order confirmation, we are entitled to separate remuneration from our customer.
If we have described units from specific manufacturers in our quotation, we are entitled to use units from other manufacturers in the performance of the contractual relationship if these are equivalent. In this case, we shall inform our contractual partner in advance of the planned adjustment and explain the reason for the adjustment.
The agreed delivery period shall only commence once all technical details have been clarified and the customer has fulfilled all requirements for the service and installation. This includes, in particular, ensuring that the relevant rooms are ready for installation, that all necessary documents, including the countersigned order confirmation, are available, that the necessary approvals have been granted, that the instalment payments due have been made and that any security deposits have been provided.
If delivery periods or a fixed delivery date have been agreed, the dates shall be extended appropriately if the delays are due to industrial action, force majeure, lack of material deliveries, illness of employees, non-settlement of an outstanding payment obligation on the part of the customer or other circumstances beyond our direct control.
We shall be in default if, after expiry of a delivery date, we have been given a reasonable period of at least two weeks in writing and we have not used this period to perform in accordance with the contract. Correct and timely delivery to us remains reserved. We shall notify you immediately of any delays that become apparent.
For delivery and assembly, the customer must provide us with the necessary energy and connections at their own expense. We have the right to use the customer’s necessary auxiliary and operating resources (lifting equipment, forklifts, etc.) free of charge. The agreement in accordance with the order confirmation takes precedence. The customer must prepare the rooms for assembly at their own expense and remove all sources of danger. In particular, all combustible materials must be removed.
It is the customer’s responsibility to ensure that the necessary structural requirements and official approvals are in place. If necessary, the customer must obtain a permit for work on Sundays, public holidays and at night. The floors must be designed to be durable and load-bearing in accordance with the installation. We must be given the opportunity to carry out assembly work without interruption, including at weekends, on public holidays and at night.
If a contracting party requests formal acceptance, this must take place immediately after completion of the installation. Acceptance can only be refused if there are significant defects. If no one requests formal acceptance, the system is deemed to have been accepted after six days of use, but no later than twelve days after installation.
In the absence of a special agreement, payment shall be made without any deductions to our account as follows:
See order confirmation.
Our invoices are payable within the agreed period, see order confirmation, after the invoice has been issued, without deduction and free of charges by bank transfer.
If our customer cannot be insured by our credit insurance, we are entitled to demand security from our customer in the form of a directly enforceable guarantee from a German bank or credit insurance company. The amount of the guarantee must correspond to our expected remuneration claim.
Offsetting against counterclaims by the customer is excluded unless their claims are undisputed or have been legally established. The customer is entitled to offset against our claims if they assert complaints or counterclaims arising from the same contractual relationship.
The customer is only authorised to exercise a right of retention insofar as their counterclaim is based on the same contractual relationship.
The customer may not assign their claims against us to third parties.
The customer’s warranty rights presuppose that he has duly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code).
We must be notified immediately of any defects in the system. If the customer or a third party appointed by him carries out improper repairs, we shall not be liable for any resulting damage.
Claims for defects shall not exist in the case of only insignificant deviations from the agreed quality or only insignificant impairment of usability. In the event of justified complaints, the customer shall be entitled to rectification. If this fails repeatedly, is not carried out within a reasonable period of time or is refused by us, the customer shall be entitled to a reduction in price or compensation for damages.
Within the framework of the statutory provisions, the customer may only withdraw from the contract if we are responsible for the breach of duty that does not constitute a defect. Upon request, the customer must inform us within a reasonable period of time whether they are withdrawing from the contract due to the breach of duty or insisting on rectification. In the event of defects, the statutory provisions shall apply.
We are only obliged to carry out necessary rectification work on working days during normal business hours. In order to carry out the rectification work, the customer must give us unhindered access to the system, provide energy and, if necessary, personnel free of charge, explain the defect to us and assist us with the rectification work.
We shall only be liable for damage that has not occurred to the delivery item itself – regardless of the reasons – if we, our legal representatives or vicarious agents have acted with intent or gross negligence, if there has been a culpable injury to life, limb or health and freedom of human beings, in the case of defects that have been fraudulently concealed or whose absence has been expressly guaranteed, and in the case of simple and slight negligence, in this case limited to the reasonably foreseeable damage typical for this type of contract, if essential contractual obligations have been breached by us, our legal representatives or our vicarious agents.
The above provisions do not imply a change in the burden of proof to the detriment of the customer.
The warranty period is one year. We do not provide any warranty for consumable and wear parts.
If, prior to the start of plant production and prior to ordering essential materials for the plant, it becomes apparent that the contract will not be executed in whole or in part through no fault of our own, the customer shall owe us 15% of the gross order value from the part of the contract that is not executed, unless the customer can prove that we have not incurred such a claim or have not incurred it in this amount.
From the start of the installation work, the customer is obliged to provide a fire watch at their own expense to guard the premises where the work is being carried out around the clock.
Delivery shall be subject to retention of title until all current and future claims arising from the business relationship with the customer have been settled.
During the period of retention of title, the customer is prohibited from pledging or transferring ownership of the equipment by way of security. In the event of seizure, confiscation or other dispositions by third parties, the customer must inform us immediately.
In the event of breaches of duty by the customer, in particular in the event of default in payment, we shall be entitled, even without setting a deadline, to demand surrender and/or – if necessary after setting a deadline – to withdraw from the contract; the customer shall be obliged to surrender the goods. The demand for surrender shall only constitute a declaration of withdrawal if we expressly declare this.
For all disputes, depending on the amount in dispute, the local court or regional court of Fulda shall have exclusive jurisdiction, provided that the contractual partner is a merchant or a legal entity under public law.
This also applies to contractual partners who do not have a general place of jurisdiction in Germany and if our customer moves his place of residence or habitual abode outside the Federal Republic of Germany after conclusion of the contract or if his habitual abode is unknown at the time the action is brought.
The invalidity of individual contractual provisions or parts of the contractual provisions shall not affect the validity of the remaining terms and conditions.
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