General Terms and Conditions
I. Scope
The contractual basis for this order consists of:
a) the following General Terms and Conditions, and
b) the provisions of the German Civil Code (BGB) concerning contracts for work and similar agreements (§§ 631 et seq.) in the version valid at the time of conclusion of the contract. These shall also apply to all future contractual relationships. The client’s general terms and conditions shall only apply if expressly agreed to in writing or electronically by the contractor. Silence on the part of the contractor regarding the client’s terms and conditions shall not be deemed acceptance.
The content of the contract shall be determined by the contractor’s order confirmation, or – if such does not exist – by the contractor’s offer. If the client accepts an offer with amendments or additions, the contract content shall be determined by the contractor’s acceptance.
All ownership and copyright rights to the offer and all related documents remain reserved. The offer and documents may not be passed on, published, reproduced, or used for any purpose other than the agreed one without the provider’s approval.
The offer is made under the condition that:
a) the media used in the operation of the system (water, air, etc.) are non-aggressive, and
b) no hazardous substances within the meaning of the German Hazardous Substances Ordinance arise or need to be disposed of during execution, unless expressly stated by type and scope in the service description.
II. Construction Documents and Official Permits
The client shall obtain, at their own expense and in good time, all permits required for the execution and operation of the system. If the contractor assists in this, the client shall also bear the resulting costs.
III. Prices and Payments
The prices in the offer apply only when the entire offered system is ordered.
Contract prices are exclusive of statutory VAT.
All ancillary works (e.g., masonry, chiseling, plastering, carpentry, earthworks, electrical work, painting) are not included in the offer unless separately listed with quantities and prices. If executed by the contractor, they shall be remunerated separately.
Assemblies that must be additionally performed or repeated for reasons attributable to the client shall be remunerated separately.
If assembly is interrupted for reasons attributable to the client, the resulting additional costs shall be charged to the client.
The order will be invoiced on the basis of measurements according to the agreed unit prices, unless another remuneration has been expressly agreed.
Progress payments shall be granted upon request at short intervals or at agreed dates, corresponding to the value of the verified contractual services performed, including the applicable VAT. The services shall be documented with a verifiable statement that enables a prompt and accurate assessment. Progress payments are due within 21 calendar days of receipt of the statement.
The final payment is due within 30 calendar days after receipt of the final invoice.
IV. Retention of Title
The contractor retains ownership and disposal rights to the delivered goods until full payment of all amounts under the contract has been received.
If the goods become integral components of a property and the client is the property owner, the client agrees, in case of non-compliance with payment terms, to allow the contractor to dismantle and reclaim items that can be removed without significant damage to the building structure, and to transfer ownership of such items back to the contractor.
If the client infringes on these rights, they are liable for damages. Dismantling and other costs shall be borne by the client.
If delivered goods are combined with other items, and claims or co-ownership rights arise, the client assigns such claims or rights to the contractor in proportion to the contractor’s claim.
The contractor agrees to release securities obtained under this contract upon request of the client, provided their value exceeds the contractor’s secured claims by more than 20%.
V. Assembly, Execution Period, and Duties Regarding Welding Work
Execution periods shall be agreed in good time. Assembly may only begin once construction progress allows unhindered installation. The execution period shall only commence once all commercial and technical conditions for system execution have been definitively established, and once permits to be obtained by the client under Section II have been provided, as well as receipt of any agreed advance payment.
If cutting, welding, thawing, and/or soldering work is required, the contractor must inform the client of associated hazards. The client is obligated to inform the contractor of any potential risks (e.g., fire hazards in rooms or materials) and to take all necessary safety measures (e.g., fire watch, fire extinguishing equipment).
If work is to continue under particularly adverse weather conditions, it is the client’s responsibility to create the necessary conditions.
VI. Acceptance and Transfer of Risk
The contractor bears the risk until acceptance of the system. However, if the system is damaged or destroyed before acceptance due to force majeure or other objectively unavoidable circumstances not attributable to the contractor, the contractor is entitled to payment for the work completed and other costs included in the contract prices for the unperformed portion of the service.
The client also bears the risk before acceptance if they delay acceptance, if assembly is interrupted for reasons attributable to them, or if the contractor explicitly and mutually hands over the completed part of the system to the client for safekeeping.
The system constructed by the contractor must be accepted upon completion, even if only preliminary adjustment has been carried out. Self-contained parts of the work shall be accepted separately upon request. Use of the system before acceptance requires the contractor’s express consent.
Acceptance shall be deemed granted if the client fails to accept the system within a reasonable period set by the contractor, despite being obliged to do so.
During trial commissioning, the contractor shall train the client’s operating personnel in the operation of the system.
VII. Warranty Claims
The client’s rights are governed by § 634 BGB.
VIII. Alternative Dispute Resolution
The contractor is neither legally obliged nor voluntarily willing to participate in dispute resolution proceedings before a consumer arbitration board.
IX. Definition of Terms
In these General Terms and Conditions, the term “offer” is used as a generic term, covering not only “offers” but also “estimates” and “quotations.”