1.1 All deliveries and services are subject to our delivery and payment terms as follows. Other conditions do not form part of the contract, even when we do not object to them explicitly.
1.2 Our delivery terms apply to those persons only who act in their commercial or independent professional capacity on conclusion of the contract (contractors as defined under § 310, Para. 1 of the German civil code BGB), to public law entities, and to separate public estates.
1.3 All services are subject to our separate terms and conditions for customer, maintenance, and repair services.
1.4 All hiring services are subject to our separate general terms and conditions for the hire of fusion, scraper, and accessory equipment.
2. Conclusion of contract
2.1 Our offers are nonbinding and subject to change provided that they have not been marked explicitly as binding or contain a specific acceptance period.
2.2 Verification of the contents and scope of a contract requires our order confirmation issued in writing.
2.3 Custom makes and prefabricated piping elements are designed and manufactured according to the technical documentation, drawings, and other details submitted by the ordering party. If, at the ordering party’s request, design and manufacturing documents of this kind are drawn up by us or our technical personnel, these are submitted for approval to the ordering party before start of production. Acceptance is deemed as having been made when the ordering party fails to accept the contracted work within a period set by us of seven days following receipt of the design and manufacturing documents and when we have referred the ordering party at the commencement of this period to the foreseeable consequences of this failure. We accept changes to the completed custom makes and prefabricated piping elements only when the ordering party has declared explicitly and in writing its willingness to assume the additional costs involved. This does not affect the rights of the ordering party on the grounds of services not provided in accordance with the contract.
2.4 The design and manufacturing documents, the images, the cost estimates, the drawings, the calculations, the files, and all other material, details, and information we provide must be treated confidentially. Their ownership and copyrights remain our property. Without our prior consent, they may not be used for any purpose other than those agreed. Their communication or access to third parties requires our explicit consent.
2.5 The technical content of the ordered goods may be changed provided that this does not induce a fundamental change in their functionality, or unless the ordering party verifies unacceptability.
2.6 We accept warranties for the durability and/or consistency of the ordered goods and/or the goods we manufacture at the ordering party’s request only when these warranties have been confirmed explicitly in our order confirmation or our advertisements.
3.1 Delivery dates and periods can be observed only when we ourselves are supplied in due order and when the ordering party fulfils duly its obligations. If these obligations are not fulfilled duly or the ordering party wishes subsequent changes, the delivery periods are extended appropriately.
3.2 The delivery period commences on the date of our order confirmation issued in writing. It is deemed fulfilled when on its expiry the goods have left the works or their readiness for shipping has been declared.
3.3 The delivery period is also extended appropriately when their nonobservance can be put down to force majeure or to any other events unforeseeable at the conclusion of contract and outside of our responsibility, including disruption to production of any nature; difficulties in material and energy acquisition; transport delays; industrial action; legitimate lockouts; shortage of labour, power, or raw materials; difficulties in the acquisition of requisite licences; deliveries not duly provided by suppliers, etc.
3.4 If the ordering party defaults on acceptance and violates culpably other obligations to cooperate, we are entitled to demand recompense for any damage incurred, including any additional expenditure. We also have the right to exact claims beyond this.
4. Prices, payment terms, and shipping
4.1 Our prices are for shipping ex works or ex stores, not including the statutory value added tax. The costs for insurance, packaging, shipping, and custom duties are invoiced separately to the ordering party, provided that we have not agreed explicitly otherwise in our price list valid at the time.
4.2 If not agreed otherwise in writing, our invoices are payable immediately on receipt without deductions. The statutory rules apply in the event of default.
4.3 We reserve the right to change our prices accordingly when, following conclusion of contract, costs rise or fall, specifically as a result of collective bargaining agreements or changes in the prices of materials. Verification of such we submit to the ordering party on demand. If a new price list comes into force during contracts with an agreed life exceeding four months between conclusion and delivery, we are entitled to invoice the prices valid on the day of delivery.
4.4 If partial deliveries have been agreed or are acceptable to the ordering party, we are entitled to issue a separate invoice for each and every partial delivery, which must be paid in accordance with the above conditions.
4.5 On the ordering party’s failure to fulfil the payment terms or under circumstances casting doubt on the ordering party’s creditworthiness, we are entitled to demand immediate payment for all services. In this event, all discount agreements, discounts, price reductions, etc., are deemed void. In addition, we are entitled to retain all pending deliveries, to ship them only against advance payment or security, to withdraw from the contract, and to demand compensation. We are further entitled to prohibit the further sale of goods delivered under our rights of ownership and to retrieve immediately the goods at the ordering party’s expense once we have withdrawn from the contract.
4.6 Containers, wire mesh pallets, EUR-pallets, support rings, and similar remain our property if not agreed otherwise. The named objects must be returned carriage free and in faultfree condition to the place of performance within one month of receipt. Otherwise we are entitled to invoice the ordering party for the replacement.
5. Transfer of risk, final acceptance
5.1 The risk is transferred to the ordering party when the delivery is ready to ship and this has been declared, or on final acceptance. This applies also when shipping or acceptance is delayed under circumstances outside of our responsibility. If readiness for shipping is not declared, the risk is transferred to the ordering party when the goods are passed to the carrier, but no later than the date the goods leave the works or stores. This also applies when our own means of transport are used and for carriage paid deliveries.
5.2 If final acceptance has been agreed, this must be performed immediately by its set end date, preferably after the readiness for final inspection has been declared. The ordering party may not refuse final acceptance in the event of a nonessential deficiency.
6. Notice of defects, warranty claims, limitations
6.1 On receiving the delivered goods, the ordering party must inspect them immediately and carefully for deficiencies. The ordering party must submit notices of defects immediately, but no later than fourteen days, after receipt of the goods. The same period applies to concealed deficiencies, commencing on the date of their discovery. Deficiencies not reported in the due time are not approved.
6.2 Justified complaints are remedied with subsequent services or replacements, as we see fit. If we fail to remedy the deficiency within an appropriate period or after two attempts at the most, or if we deliver a replacement, the ordering party has the right to withdraw from the contract or to demand a reduction in the purchase price. Withdrawal is excluded when our violation of an obligation is minor only.
6.3 The limitation for warranty claims is:
a) five years on delivered construction materials that have been installed and have caused the defectiveness of a structure;
b) one year on other, new goods delivered to contractors;
c) two years in all other cases.
d) Liability for defects is excluded for used goods delivered to contractors.
e) The periods under b) and d) do not apply to the ordering party’s damage compensation claims on the grounds of risks to life, body, or health or of wilful or grossly negligent violations to obligations by us, our legal representatives, or our vicarious agents. These claims expire by limitation under the law. If we are not charged with wilful violation of the contract, our liability for damage compensation is limited to the foreseeable, typical extent.
f) This does not affect any further special laws on limitations (specifically § 438 Para. 1 No. 1, Para. 3, §§ 444, 445 b BGB).
6.4 The limitation for warranty claims commences on the day the object is shipped or, if this is necessary, subjected to the final acceptance.
6.5 In the case of delivered replacements and remedies, the limitation does not commence afresh for the replaced or remedied goods, including goodwill cases. If, in exceptional cases, there is acknowledgement, this applies to those deficiencies only that formed part of the wish for repeat performance.
6.6 Warranty claims are ruled out in particular for deficiencies that are incurred after the transfer of risk as a result of unsuitable or improper use, incorrect installation, or incorrect maintenance by the ordering or third parties, improper operation, natural wear and tear, improper care, unsuitable resources, defective construction work, unsuitable building ground, or particular external effects that are unforeseen after conclusion of contract.
7. Reservation of ownership
7.1 All of our deliveries are effected under ownership rights. The goods remain our property until payment has been defrayed in full of all accounts receivable from the business relationship with the ordering party. In the case of a current account, the reserved ownership is deemed security for our outstanding receivables.
7.2 The ordering party is entitled to resell the delivered goods as part of its ordinary course of business. It may not, however, either pledge or assign as security the reserved goods.
7.3 When reselling, the ordering party cedes immediately to us all accounts receivable and all subsidiary rights engendered to it by the resale. This applies irrespectively of whether the ordering party sells the reserved goods unprocessed, worked, processed, or together with other objects. If the resale includes goods not belonging to us, the assignment is deemed the value of the reserved goods only. The value measured is based on our sales prices.
7.4 Reserved goods are always worked and processed for our benefit as the manufacturer as defined under § 950 BGB, but without obliging us. The processed goods are deemed reserved goods as defined under these terms. If reserved goods are processed or mixed inseparably with other objects not belonging to us, we acquire coownership of the new object in the ratio of the reserved goods’ invoiced value to the invoiced value of the other used goods at the time of processing or mixing. The arising coownership rights are deemed reserved goods as defined under these terms. The ordering party is obliged on demand to refer the purchaser of the reserved goods to our ownership rights.
7.5 The ordering party is authorised to collect the account receivable from the resale, without detriment to our own collection authority. As long as the ordering party fulfils duly its payment obligations, we do not claim the account receivable. On demand the ordering party must inform us of the debtors for the assigned accounts receivable and to report the assignment to them. This does not affect our right to inform ourselves third party debtors of the assignment. The ordering party is not permitted to assign third party accounts receivable to third parties or to agree on nonassignability with the third party debtor.
7.6 The ordering party is obliged to inform us immediately and by the fastest means of a pledge or any other detriment to our security right by third parties. The ordering party is obliged to hand over to us all of the documentation needed to protect our rights and to reimburse to us the costs incurred by a requisite intervention.
7.7 We are obliged, as we see fit, to release securities to 10% in excess of the accounts payable in need of security.
7.8 In the event of the ordering party’s violation of contract, in particular default of payment, we are entitled to withdraw from the contract and to retrieve the objects delivered under reserved ownership. Also, the ordering party is obliged to return them.
7.9 The ordering party is obliged to insure the goods to an adequate extent for the duration of our reserved ownership.
8. Force majeure – right to withdraw
When force majeure or other circumstances we cannot influence hinder us in the fulfilment of our delivery obligations, or when such reasons render this fulfilment unacceptable, we are entitled to withdraw from the contract. The ordering party is not entitled to compensation claims in this event. The right to withdraw may also be observed when the ordering party is first informed of an extension to the delivery period.
9. Liability for compensation of culpable damage
9.1 Our liability for damage compensation, irrespectively of the legal grounds, in particular from impossibility, delay, defective or incorrect delivery, violation of contract, breach of obligations during contract negotiations, and unpermitted activities, if caused by culpability in each and every case, is limited to the extent under 9.
9.2 We are liable to compensate for damages, irrespectively of the legal grounds, in the event of wilful culpability and gross negligence.
9.3 On condition of a smaller scope of liability, we are liable for slight negligence under the law (e.g. for due care in our own matters) only
a) for damages as a result of harm to life, the body, or health and
b) for damages resulting from the not inconsiderable violation of an essential contractual obligation (an obligation whose fulfilment first makes at all possible the ordinary performance of the contract and on whose fulfilment the contracting partner relies or may rely regularly). In this case, however, our liability is restricted to the compensation for the predictable, typical damage.
9.4 The liability limitations under 9.3 also apply in the event of violations of obligations by or for the benefit of persons whose culpability lies within our responsibility under the law.
9.5 The limitations of and exemptions from liability under 9.3 do not apply when we fail deliberately to communicate a deficiency, when we have granted a warranty on the consistency of the object, or there are claims under the product liability laws.
9.6 The ordering party may only withdraw or terminate when we are responsible for violating an obligation not consisting in a deficiency. The ordering party has no free right to terminate (in particular as set down under §§ 651, 649 BGB). In all other cases, the legal prerequisites and consequences apply.
10. Data protection
We store the ordering party’s data that may contain personal details for handling the contractual relationship – Art 6, Para. 1(1b) GDPR. When required for the fulfilment of the contract, we communicate these data to third parties (e.g. insurance houses). Further details on how we handle personal data can be viewed on our website.
If this is not agreed specifically otherwise with the ordering party, the ordering party is not entitled without our prior consent to transfer contractual rights to third parties.
12. Applicable laws, venue, place of performance
12.1. Exclusively German law applies, excluding the United Nations Convention on Contracts for the International Sale of Goods.
12.2 The sole venue for disputes between the contracted parties is Mannheim, when the ordering party is a merchant, a public law entity, or a separate public estate or does not have general jurisdiction in Germany. Notwithstanding, we reserve the right to take legal action against an ordering party that has no general jurisdiction in Germany also before other competent law courts, as we see fit.
12.3 The place of performance is our head office when this is not specified otherwise in the order confirmation.
Mannheim, December 2019