Terms of service

Terms and Conditions
GENERAL TERMS AND CONDITIONS

 

§ 1 Scope of application

Business transactions with our customers are based on these General Terms and Conditions; conflicting or deviating terms and conditions are not binding for us, even if we have not expressly objected to them or have carried out the delivery without complaint. Our General Terms and Conditions shall be deemed to have been agreed upon at the latest upon acceptance of the goods or services.

 

§ 2 Conclusion of contract

Our offers are subject to change; an order is only considered accepted once we have confirmed it in writing or the order has been executed without confirmation. Information is always non-binding.

 

§ 3 Prices

1. Our prices are net prices. They are quoted ex works or from the shipping station specified by us (excluding packaging and shipping costs) plus the sales tax applicable on the day of delivery. The price applicable on the day of delivery according to our price list shall be used for calculation. Fixed prices require express written agreement.

2. We reserve the right to adjust the prices agreed in delivery contracts by the corresponding amount after delivery or upon invoicing in the event of price changes on the world markets for precious metals that occur between the time a customer order is placed and the agreed delivery date.

3. Notwithstanding this, fixed prices for precious metal components shall only apply in the event of immediate advance payment of the agreed partial order amount.

 

§ 4 Scope of deliveries and services

We expressly reserve the right to make changes to the choice of materials or manufacturing, provided that the price and/or essential functions and/or delivery time remain unchanged.

 

§ 5 Delivery periods

1. The buyer cannot assert claims for damages against us due to delayed or failed delivery. The customer is obliged to provide all data, documents, and other specifications required for the execution of the contract with the order, but at the latest immediately after placing the order.

2. The delivery period shall be extended appropriately in the event of unforeseen, extraordinary and unavoidable events, in particular strikes and delayed delivery to us, by the duration of the hindrance plus a reasonable grace period or start-up period; or we shall be entitled to withdraw from the contract due to the part of the contract that has not yet been fulfilled.

3. The delivery period shall be deemed to have been met if the goods leave the specified shipping station at the agreed time or the customer is notified that the goods are ready for shipment, but the goods cannot be shipped on time through no fault of our own. The same applies to delivery dates.

 

§ 6 Transfer of risk, shipping, packaging

1. The risk shall pass to the customer upon handover of the goods to the forwarding agent, carrier, or other transport personnel, but no later than upon leaving our premises. This shall also apply to deliveries free domicile or free construction site. Insurance of the goods against transport damage – including for partial deliveries – shall only be provided at the express written request and expense of the customer. If shipment is delayed for reasons for which the customer is responsible, the customer shall bear the risk of accidental loss or accidental deterioration of the goods after a request for acceptance, from the time of receipt of the request for acceptance.

2. Shipping is at the expense and risk of the customer; unless shipping instructions are provided by the customer, we will select the means of transport and the transport route at our discretion. The costs of packaging will be charged at cost price. Unless otherwise agreed, the packaging itself will not be taken back.

3. If we are responsible for transport damage, the customer is obliged to notify us of the transport damage in writing immediately upon receipt of the shipment.

 

§ 7 Acceptance, takeover

1. We reserve the right to make excess or short deliveries of up to 5% and to coordinate packaging units and partial deliveries.

2. The customer shall also be in default of acceptance if we merely offer the delivery to them in writing. § 294 BGB (German Civil Code) is therefore waived. The other legal requirements for default of acceptance remain unaffected. In the event of default of acceptance, we may withdraw from the contract and/or claim damages.

3. In the case of delivery on call, the call within the agreed period constitutes a primary obligation, the non-compliance with which entitles us to withdraw from the contract and/or claim damages.

 

§ 8 Retention of title, security ownership

1. All goods delivered by us remain our property until all our claims arising from the business relationship have been paid in full and finally.

2. We are entitled to assert our rights arising from the retention of title – in particular the return of goods delivered under retention of title – without prior withdrawal from the respective purchase contract. Pledging or mortgaging our property is not permitted. In the event of foreclosure, our goods must be marked as our property and separated. We must be notified immediately of such measures. The customer is entitled to sell the goods in the ordinary course of business as long as they are not in default or in financial difficulties. If the customer sells the goods subject to our retention of title, the claims arising from the sale are hereby assigned to us without the need for express confirmation in the event of sale.

3. Until the goods have been paid for in full, we shall be entitled to enter the purchaser's premises and take back the goods. As long as the delivered goods remain the property of the seller, any processing or treatment of the goods resulting in the creation of a new movable item shall be carried out on behalf of the seller without placing the seller under any obligation whatsoever.

4. Through this processing by the customer, the seller acquires a co-ownership share in the new item. The amount of the co-ownership share is determined by the ratio of the value of the goods subject to retention of title incorporated into the new item and the items incorporated by the customer or third parties at the time of incorporation or processing. The added value resulting from the processing or treatment is not subject to co-ownership; this is retained by the customer.

5. The customer's contingent right to acquire ownership of the goods delivered by the seller continues in the seller's aforementioned co-ownership share in the new item. The customer is entitled to dispose of the seller's co-ownership thus created in accordance with the above provision. In cases of combination or mixing (§§947, 984 BGB) of movable items, the seller acquires a co-ownership share in the items or groups of items resulting from the combination or mixing in accordance with these statutory provisions, as long as the customer has not yet settled all their liabilities to the seller.

6. With regard to the customer's expectant right, the above shall apply accordingly.

 

§ 9 Payment, default

1. Invoices to credit customers are payable within 10 days of the invoice date without deduction. Any cash discount deduction requires prior written agreement.

2. In the event of default in payment, we shall charge interest at a rate of 8 percentage points above the base rate from the due date, as well as all applicable attorney's fees and collection costs. In the event of non-compliance with the terms of payment or in the event of circumstances that become known to us after conclusion of the contract and that call into question the customer's creditworthiness from a banking perspective, such as an application to open insolvency proceedings or a suspension of payments, or circumstances that significantly reduce the customer's creditworthiness and jeopardize our claim to the consideration owed to us, all claims shall become due immediately after a reminder has been issued, regardless of the term of any bills of exchange that may have been accepted. In this case, we shall be entitled to make outstanding deliveries and provide outstanding services only against advance payment or security, or to withdraw from the contract after expiry of a reasonable grace period and/or to claim damages. Proof of the circumstances relevant to creditworthiness shall be deemed to have been provided by information from a reputable credit agency or bank.

3. We are entitled to assign the claims arising from our terms and conditions, in particular our claims from deliveries and services.

 

§ 10 Liability

1. We are not obliged to check materials, etc. made available to us for defects or other impairments, unless these are obvious defects to us. If we manufacture a new item from the materials provided to us by processing, transforming, etc., we shall only be liable for damage caused directly by the processing and transformation, but not for damage attributable to materials already delivered to us in a defective condition or for defects whose cause is already inherent in the materials provided to us.

2. If the repair or replacement fails, the customer is entitled, at their discretion, to reduce the price of the defective goods or to withdraw from the contract.

3. Our warranty obligation presupposes that the customer has reported recognizable defects in writing immediately after receipt of the goods and that the goods have been inspected with the diligence of a prudent businessman upon arrival at their destination. Defects that occur later must also be reported in writing without delay.

4. Further claims, in particular liability for consequential damages of any kind, especially for claims for damages, regardless of the legal basis, do not exist and cannot be asserted by the customer, unless a written guarantee of quality or durability was given or the damage was caused by intent or gross negligence. Any claims for damages based on slight or moderate negligence are excluded. Furthermore, liability claims are excluded if, as a result of further shipment or processing of the goods delivered by us or other circumstances, we are no longer able to properly check or determine whether the goods are actually defective.

5. Further claims are excluded to the extent permitted by law; this applies in particular to contractual and non-contractual claims for compensation for damage that has not occurred to the goods themselves. In the event of rectification, we may demand that, at our discretion, the goods be sent to us or the manufacturer's factory with prepaid freight for the purpose of rectification or be kept ready for dispatch. Unless otherwise agreed, flash rust does not constitute a defect, even in Class I a goods.

6. Any claims based on paragraphs 2 to 6 shall become time-barred within the period specified in § 10 (7).

7. The warranty period for new items or manufactured works is limited to one year from the transfer of risk. This does not apply to the purchase of consumer goods.

8. Due to the possible catalyst toxins in biogas, pollutant reduction can only be guaranteed when the product is new. The warranty expires if the catalyst has been exposed to a temperature of more than 700°C, if there is silicon in the exhaust gas, and if sulfur, phosphorus, iron, calcium, potassium, sodium, manganese, arsenic, or other catalyst poisons have covered more than 2% by weight of the surface. Please ensure that the exhaust gas flows evenly onto the catalyst.

9. The customer warrants that the documents, plans, design drawings, etc. provided by them are their property and that the execution of the work does not infringe any patents, trademarks, or other property rights of third parties. If, nevertheless, claims are made against us by third parties for infringement of rights, the customer hereby indemnifies us against all claims of the third party.

 

§ 11 Data protection

We are entitled to collect, store, process, and pass on the user's personal data to our shipping service providers and to the measurement institutes commissioned by us in the context of organizing exhaust gas measurements, in compliance with the applicable data protection regulations.

 

§ 12 Final provisions

1. Offsetting is excluded unless the counterclaim is undisputed, legally established, or recognized by us; the same applies to the exercise of a right of retention. The customer is only entitled to assign claims against us to third parties with our written consent.

2. Amendments and additions to these General Terms and Conditions must be made in writing to be effective.

3. Insofar as the parties have assigned claims and rights to each other in this contract, each party accepts the respective assignment of the other.

4. In addition to the general terms and conditions, the provisions of the respective operating instructions, safety data sheets, and information on compliance with the warranty in their most current form shall also apply.

5. Should any provision of these General Terms and Conditions and the further agreements made be or become invalid, this shall not affect the validity of the rest of the contract. The contracting parties are obliged to replace the invalid provision with a provision that comes as close as possible to it in terms of economic success.

6. The law of the Federal Republic of Germany applies exclusively. The place of performance for all obligations, including claims arising from withdrawal, is Oldenburg. If the customer is a merchant, a legal entity under public law, or a special fund under public law, the court with jurisdiction for Oldenburg shall be agreed as the place of jurisdiction for all disputes, including document, bill of exchange, and check proceedings. The agreement on jurisdiction shall also apply in the event that the customer does not have a general place of jurisdiction in Germany, moves his place of residence or habitual abode outside the scope of the German Code of Civil Procedure after conclusion of the contract, or his place of residence or habitual abode is unknown at the time the action is brought. 

As of: June 30, 2016