GENERAL TERMS AND CONDITIONS
I General Part – Terms and Conditions
§ 1 Scope
(1) These terms and conditions of sale apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of § 310 paragraph 1 of the German Civil Code (BGB). We only accept conflicting or deviating terms and conditions of the customer if we expressly agree to the validity in writing.
(2) These terms and conditions of sale also apply to all future transactions with the customer, insofar as these are legal transactions of a related nature.
§ 2 Offer and conclusion of contract
(1) Our offer is subject to change and is based on the currently valid wages, material prices and delivery options, unless there is a binding period for the offer.
(2) If an order is to be regarded as an offer in accordance with Section 145 of the German Civil Code (BGB), we may accept it within two weeks.
§ 3 Provided documents
We reserve the right of ownership and copyright to all documents, such as calculations, drawings, etc., which are provided to the customer in connection with the placing of the order. These documents may not be made available to third parties, unless we give the customer our express written consent to do so. Insofar as we do not accept the offer of the customer within the period of § 2, these documents must be returned to us immediately.
§ 4 Prices and Payment
(1) Unless otherwise agreed in writing, our ex-works prices shall apply exclusively to packaging and plus VAT in the respective valid amount. Packaging costs will be charged separately.
(2) The payment of the purchase price must be made exclusively to the account mentioned by the other side. The deduction of discount is only permitted in the case of a special written agreement.
(3) Unless otherwise agreed, the purchase price is payable within 14 days after invoicing. Interest on arrears is calculated at a rate of 9% above the respective base interest rate. In addition, a default fee of €40.00 will be charged. We reserve the right to assert a higher damage caused by delay. We reserve the right to make deliveries only in advance in the event of a delay in payment.
(4) Unless a fixed price agreement has been made, reasonable price changes due to changes in the wage, material and distribution costs for deliveries made 3 months or later after the conclusion of the contract are reserved.
(5) For the preparation of offers for dosing equipment in conjunction with a chemical storage tank, we charge a flat rate of 500.00 €, which is due for payment in advance. When the order is placed, the lump sum paid will be offset against the total amount.
§ 5 Set-off and retention rights
The customer is only entitled to set-off if his counterclaims are legally established or undisputed. The customer is only entitled to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.
§ 6 Delivery time
(1) The commencement of the delivery time indicated by us presupposes the timely and proper fulfilment of the customer’s obligations. The objection of the unfulfilled contract is reserved.
(2) The delivery time is at least 12 working days (based on a 6-day week). If necessary, deliveries within the delivery time may incur increased costs for logistics and handling, which are to be taken over by the customer.
(3) If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. Further claims are reserved. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the time when the customer is in default of acceptance or debtor.
(4) In the event of a delay in delivery which we do not intentionally or through gross negligence, we shall be liable for each completed week of delay within the scope of a flat-rate compensation for delay in the amount of 3 of the delivery value, but not more than 15 of the delivery value.
(5) Further legal claims and rights of the customer due to a delay in delivery remain unaffected.
§ 7 Transfer of risk in the event of dispatch
If the goods are dispatched to the customer at the request of the customer, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch to the customer, at the latest upon leaving the factory/warehouse. This applies regardless of whether the goods are dispatched from the place of performance or who bears the freight costs.
§ 8 Retention of title
(1) We reserve the title to the delivered item until full payment of all claims arising from the delivery contract. This also applies to all future deliveries, even if we do not always expressly refer to them. We are entitled to take back the purchased item if the customer behaves in breach of the contract.
(2) The customer is obliged to treat the purchased item with care as long as the property has not yet passed to him. In particular, he is obliged to insure them at his own expense against theft, fire and water damage sufficiently at the new value (note: only permitted in the case of the sale of high-quality goods). If maintenance and inspection work has to be carried out, the customer must carry it out on time at his own expense. As long as the property has not yet been transferred, the customer must notify us immediately in writing if the delivered item is seized or subject to other interference by third parties. Insofar as the third party is not in a position to reimburse us for the legal and extrajudicial costs of a claim pursuant to Section 771 of the German Civil Code (ZPO), the customer shall be liable for the loss incurred by us.
(3) The customer is entitled to resell the goods subject to retention of title in normal business transactions. The customer already assigns the claims of the customer from the resale of the reserved goods to us in the amount of the final invoice amount agreed with us (including VAT). This assignment applies regardless of whether the purchased item has been resold without or after processing. The customer remains authorized to collect the claim even after the assignment. This does not affect our power to collect the claim ourselves. However, we will not collect the claim as long as the customer fulfils his payment obligations from the collected proceeds, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed, or payment setting.
(4) The processing and processing or conversion of the purchased item by the customer always takes place by name and on behalf of us. In this case, the customer’s right of entitlement to the purchased item of the reconstituted item continues. If the purchased item is processed with other items that do not belong to us, we acquire co-ownership of the new item in proportion to the objective value of our purchased item to the other processed items at the time of processing. The same applies in the case of mixing. If the mixing takes place in such a way that the customer’s item is to be regarded as the main thing, it is deemed agreed that the customer assigns co-ownership to us pro rata and holds the resulting sole ownership or co-ownership for us. In order to secure our claims against the customer, the customer also assigns to us such claims that arise from the connection of the reserved goods with a property against a third party; we are already accepting this assignment.
(5) We undertake to release the securities to which we are entitled at the request of the customer, insofar as their value exceeds the claims to be secured by more than 20.
§ 9 Warranty and notification of defects as well as recourse/manufacturer’s recourse
(1) Warranty rights of the customer presuppose that the customer has duly complied with the investigation and complaint obligations owed in accordance with Section 377 of the German Commercial Code (HGB).
(2) Claims for defects shall become statute-barred within 12 months of the delivery of the goods delivered by us to our customer. The statutory limitation period applies to claims for damages in the event of intent and gross negligence as well as for injury to life, body and health, which are based on an intentional or negligent breach of duty on the part of the user. The above provisions do not apply to the extent that the law pursuant to § 438 paragraph 1 No. 2 BGB (buildings and objects for buildings), § 479 paragraph 1 of the German Civil Code (BGB) and § 634a paragraph 1 of the German Civil Code (Construction Defects) require longer periods of time. Our consent must be obtained before any return of the goods.
(3) If, despite all due care, the delivered goods show a defect that already existed at the time of the transfer of risk, we will repair the goods at our discretion or deliver replacement goods, subject to timely notification of defects. We must always be given the opportunity to comply within a reasonable period of time. Claims for recourse remain unaffected by the above provisions without restriction.
(4) If the subsequent performance fails, the customer may withdraw from the contract or reduce the remuneration, without prejudice to any claims for damages.
(5) Claims for defects do not exist in the event of only insignificant deviation from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear, as in the case of damage caused after the transfer of risk as a result of faulty or negligent handling, excessive stress, unsuitable equipment, defective construction work, unsuitable building land or due to special external influences not required by the contract. If repair work or modifications are carried out improperly by the customer or third parties, there are also no claims for defects for these and the resulting consequences.
(6) Claims of the customer due to the expenses required for the purpose of subsequent performance, in particular transport, travel, labour and material costs, are excluded insofar as the expenses increase because the goods delivered by us have subsequently been moved to a location other than the customer’s place of establishment, unless the shipment corresponds to their intended use.
(7) Claims for recourse by the customer against us only exist to the extent that the customer has not entered into any agreements with his customer that go beyond the legally binding claims for defects. Paragraph 6 shall also apply accordingly to the scope of the buyer’s claim for recourse against the supplier.
(8) For dosing systems, we grant a warranty of 12 months after delivery. All media-touching parts are excluded from (8) of the warranty. The scope of the respective dosing system is defined by the corresponding order with order number.
§ 10 Mediation Clause
In the event of a dispute arising from this contract, the parties undertake to mediatise with the Stader Mediation Office for Economic Conflicts of the IHK Stade prior to bringing an action.
§ 11 Other
(1) This contract and the entire legal relations of the parties are subject to the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the Sale of Goods (CISG).
(2) Place of performance and exclusive place of jurisdiction and for all disputes arising from this contract shall be the place of business of the user, unless otherwise stated in the order confirmation. This is currently Zwickau.
(3) All agreements made between the parties for the purpose of implementing this contract are set out in writing in this agreement.
(4) Should individual provisions of this contract be or become ineffective or contain a gap, the remaining provisions remain unaffected. The parties undertake to replace the ineffective regulation with a legally permissible regulation that most closely approximates the economic purpose of the ineffective regulation or fills this gap.
II Technical Part – Application Regulations Process and Technology for Biogas Plants
§ 1 Notes on Quality Assurance Process Aids
We practice an internal quality assurance system to ensure product characteristics. The quality standards are defined by the currently valid data and safety data sheets. Since the production of the process aids is large-scale production, the product parameters are subject to natural fluctuations due to production.
§ 2 Operator Obligations
(1) The customer/customer is advised to carry out self-checks of the consumables and, if necessary, to take samples.
(2) Due to its position as a power plant operator and energy supplier, the customer/customer has operator obligations. installation/existence of adequate redundant technologies to ensure desulphurisation and avoid plant damage (e.g. activated carbon filters, bioscrubbers, air input for biological desulphurisation). By acknowledging these General Terms and Conditions, the customer/customer warrants these operating obligations.
(3) The customer/customer has knowledge of the contents of the corresponding safety data sheets.
§ 3 Rental containers and rental containers
(1) The storage of all containers supplied by hatchnests, such as tanks, containers, barrels, etc., is generally at the risk of the customer. The latter must also insure the risk to third parties. The customer is responsible for compliance with the storage conditions for the water-hazardous liquids. After the agreed service life, rental or rental containers must be returned in perfect condition. The use of the containers for purposes other than those provided for in accordance with the contract is prohibited without the consent of Lukeneder. Damaged containers and containers may not be used for safety reasons. The damage to containers must be reported immediately. They must be specially marked and returned without request.
(2) If the customer is in arrears with the return of containers or containers, Lukeneder is entitled to use the net replacement value. of the statutory value added tax in the applicable amount.
§ 4 Tanks and plants
(1) Each tank installation shall be approved, to the extent required by law, before initial commissioning, in the event of extensions and modifications, at the expense of the customer in accordance with official regulations and guidelines and in accordance with the state of the art. The correct acceptance must be proven in writing by Lukeneder for the delivery release.
(2) The customer is obliged to have all statutory checks carried out on time. The customer assumes the guarantee for the perfect condition of the tank and the accessories that are owned by him and bears all maintenance and testing costs.
(3) The customer assumes in full the operator duties according to WHG (First Part Common Provisions for the Waters), in particular pursuant to § 19i and 19k as well as the valid VAwS country regulations, in particular pursuant to § 21 and
§ 5 Others
(1) All agreements made between the parties for the purpose of carrying out this contract are set out in writing in this agreement.
(2) Should individual provisions of this contract be or become ineffective or contain a gap, the remaining provisions shall remain unaffected. The parties undertake to make such a legally permissible provision instead of the invalid provision, which comes closest to the economic purpose of the invalid provision or fills this gap.
As of: May 19, 2016