Terms of Service
§ 1 General - Scope of Application
(1) Our Terms and Conditions of Sale and Delivery shall apply exclusively; any terms and conditions of the customer that conflict with or deviate from our Terms and Conditions of Sale and Delivery shall not apply unless we expressly accept them in writing. Our Terms and Conditions of Sale and Delivery shall also apply if we carry out the delivery to the customer without reservation in the knowledge that the customer's terms and conditions of purchase conflict with or deviate from our terms and conditions.
(2) These General Terms and Conditions of Sale and Delivery shall apply exclusively and only to companies, legal entities under public law.
(3) Our Terms and Conditions of Sale and Delivery shall also apply to all our future transactions with the Customer.
(4) Individual agreements shall take precedence over these General Terms and Conditions of Sale and Delivery.
§ 2 Offers, offer documents and orders
(1) Our offers are subject to change unless otherwise stated in our order confirmation. A contract shall only be concluded upon our written confirmation or upon delivery of the goods or performance of the service.
(2) We are entitled to change our goods and services within the scope of what is reasonable for the customer.
(3) We shall have a free right of withdrawal if, due to force majeure, the agreed goods or services cannot be procured or cannot be procured under reasonable conditions. We undertake to inform the customer immediately of the non-availability of the goods or services and to reimburse any consideration already paid without delay.
(4) We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents. This shall also apply to such written documents which are designated as "confidential". The customer must obtain our express written consent before passing them on to third parties.
§ 3 Installation and assembly
Unless otherwise agreed in writing, the following provisions shall apply in addition to installation and assembly:
(1) The customer shall assume at its own expense:
a) all earthwork, construction work and other ancillary work outside the scope of the trade, including the skilled and unskilled labor, building materials and tools required for this purpose.
b) Connections for energy and water supply at the place of use.
c) Protective clothing and protective devices required due to special circumstances at the installation site.
(2) Prior to the start of assembly or erection, the materials and objects required for the commencement of work must be available at the site of assembly or erection and all preparatory work must have progressed to such an extent that assembly or erection can be commenced as agreed and carried out without interruption; access roads and the site of assembly or erection must be levelled and cleared.
(3) If assembly, erection or commissioning is delayed due to circumstances for which we are not responsible, the customer shall bear the costs for waiting time and any additional travel required by our employees or the erection personnel to a reasonable extent.
(4) If we request acceptance of the delivery or service after completion, the customer shall carry this out immediately, at the latest within two weeks. If this does not occur, acceptance shall be deemed to have taken place. Acceptance shall likewise be deemed to have taken place if the delivery is put into use - if applicable, after completion of an agreed test phase.
§ 4 Consultations
Unless otherwise agreed, the following supplementary provisions shall apply to consultations which go beyond the actual biofilter:
(1) Insofar as consulting services are provided by us, the customer shall make available to us in full all information and documents required or relevant for this purpose.
(2) Our consultations are only solution aids for our customers and do not include any guarantee that they are the best or most cost-effective solution aid.
§ 5 Repairs
Unless otherwise agreed, the following additional provisions shall apply to repairs:
(1) Any cost estimates for repairs shall be made to the best of our knowledge. Deviations from this by up to 25% are permissible without consultation with the customer in the case of proper repairs.
(2) Repairs shall be carried out in accordance with the respective state of the art. We shall endeavor to restore items to be repaired to a condition that corresponds to the original. We are entitled to use replica spare parts of today's production without consulting the customer.
(3) Removed parts become our property.
(4) In the case of repairs, the warranty for installed new parts shall be 24 months.
§ 6 Agreement and transfer
For the transfer of ownership of a movable thing it is necessary that the owner hands over the thing to the acquirer and both agree that the ownership should pass. If the acquirer is in possession of the thing, agreement on the transfer of ownership is sufficient.
§ 7 Terms of payment
(1) Payments shall be made without deduction within 30 days of the invoice date (date of issue of the invoice). We grant a 2% discount for payments made within 10 days of the invoice date.
(3) The statutory value-added tax is not included in our prices; it will be shown separately on the invoice at the statutory rate.
(4) The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been acknowledged by us. Furthermore, he shall only be entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
§ 8 Delivery time
(1) Delivery dates or delivery periods shall be deemed to be approximate unless confirmed by us in writing.
(2) The commencement and running of delivery periods or delivery dates shall be subject to all technical questions having been clarified.
(3) Compliance with our delivery obligation further presupposes the timely and proper fulfillment of the customer's obligations. We reserve the right to plead non-performance of the contract.
(4) If we miss a delivery deadline or delivery date due to force majeure or other unforeseeable circumstances or circumstances for which we are not responsible, the delivery deadline or delivery dates shall be extended by the period of the disruptive circumstance plus a reasonable restart period.
(5) The risk of exportability and importability of ordered products lies solely with the customer.
(6) We are entitled to partial performance to a reasonable extent.
(7) If, after the conclusion of the contract, there is a significant deterioration in the financial circumstances of the customer, or if, after the conclusion of the contract, we subsequently become aware of facts already existing at the time of the conclusion of the contract concerning the credit unworthiness or the inability to pay of the customer, as a result of which our claim to counter-performance is jeopardized, we shall be entitled to refuse the delivery of the goods or the performance of the service until the counter-performance has been effected or until securities have been provided for it.
§ 9 Retention of title
(1) We shall retain title to the goods delivered by us until all claims against the customer to which we are entitled now or in the future have been satisfied. In the case of a current account, the retained title shall apply as security for any balance claim to which we are entitled. If the realizable value of the securities exceeds the value of our total claim by more than 20%, the customer shall be entitled to demand release to this extent.
(2) If the customer defaults on significant obligations, such as payment to us, we may, without prejudice to other rights, take back the products subject to retention of title and otherwise dispose of them against the customer for the purpose of satisfying due claims - less reasonable costs of disposal. The taking back of the purchased goods by us does not constitute a withdrawal from the contract. In this case, the customer shall immediately grant us or our agents access to the products subject to retention of title and surrender them.
(3) The customer shall not be entitled to pledge the products, to assign them by way of security or to make any other dispositions endangering our ownership.
§ 10 Warranty
(1) We warrant for a period of 24 months after delivery of the goods that the goods will function substantially in accordance with the respective functional description of the goods (data sheet). If the function of the goods deviates from the respective functional description, the customer shall be entitled to choose between subsequent performance in the form of rectification of defects or delivery of a new item free of defects. In the event of rectification of the defect, we shall be obliged to bear all expenses necessary for the purpose of rectifying the defect, in particular transport, travel, labor and material costs, provided that a defect is notified to us in writing within the warranty period.
(2) If a notice of defect proves to be unfounded, we shall be entitled to claim compensation for the expenses incurred in determining and/or eliminating the cause of the defect on the occasion of the notice of defect.
(3) If our operating or maintenance instructions are not followed or not followed properly, if modifications are made to the products, if parts are replaced or if they are installed improperly, any warranty for defects based thereon shall lapse.
§ 11 Severability clause
If any provision of these Terms and Conditions of Sale and Delivery is or becomes invalid or unenforceable, or if there is a gap in these Terms and Conditions, this shall not affect the validity and enforceability of the remaining provisions. This shall not apply if adherence to the contract would represent an unreasonable hardship for the other party.
§ 12 Place of Jurisdiction and Applicable Law
(1) The sole place of jurisdiction, if the customer is a registered trader, a legal entity of the public sector, or a legal entity of the private sector, shall be the courts of the Federal Republic of Germany.