I. General conclusion of the contract
1. for all deliveries and services (hereinafter referred to uniformly as “delivery”) of the company Aggretech GmbH are subject to these general terms and conditions, unless otherwise agreed in writing. Deviating general terms and conditions of the customer do not become part of the contract.
2. in the absence of a special agreement, a contract is concluded with the sending of the order.
3. we reserve the right to retain documents such as samples, cost estimates, drawings and the like. Information of physical and may not be made accessible to third parties.
II. price and payment
In the absence of a special agreement, prices are ex works including loading at the factory, but excluding packaging, unloading, cash discounts and other rebates and plus value added tax at the respective statutory rate.
2. in the absence of a special agreement, payment shall be made to our bank account without any deductions, in full 14 days from the date of invoice.
The customer shall only be entitled to withhold payments or offset them against counterclaims to the extent that his counterclaims are undisputed or have been declared final and absolute.
III Delivery and delivery period
The delivery time begins with the date of the order.
The delivery period is deemed to have been met if the delivery item has left our company by the end of the period.
3. the periods and dates for deliveries and services promised by us are always only approximate, unless a fixed period or date has been expressly promised or agreed. If shipment has been agreed, delivery periods and delivery dates refer to the time of handover to the forwarding agent, carrier or other third party commissioned with the transport.
4. in the event of delays due to force majeure, in particular also in the event of industrial disputes as well as in the event of unforeseen obstacles which are beyond our control or obstacles for which a supplier is responsible, we shall not be liable and the delivery period shall be extended accordingly.
5. the observance of the delivery period presupposes the fulfilment of the customer’s contractual obligations.
6. if the customer is more than four weeks in arrears with the acceptance of the object of the contract or the fulfilment of his payment obligations after notification of the provision, we are entitled to withdraw from the contract after granting a grace period of 14 days and/or to claim damages for non-performance. If we claim damages for non-performance, we may demand 15% of the sales price as compensation. The damage is to be set higher or lower if we prove a higher damage or the customer proves a lower damage. 7) Compliance with the delivery period is subject to correct and timely delivery to us. We will inform you of any delays as soon as possible.
We reserve the right to make changes in construction or form, deviations in colour shade as well as changes in the scope of delivery, provided that the object of purchase is not substantially changed and the changes are reasonable for the customer.
9. partial performances or partial deliveries are permissible.
IV. Reservation of title
The object of purchase shall remain our property until full payment of the price owed under the contract. The retention of title also remains in force for all claims which we subsequently acquire against the customer in connection with the object of purchase, e.g. due to repairs or spare parts deliveries as well as other services.
Any processing and treatment of the object of purchase subject to retention of title, as well as any combination with third-party objects by the customer or third parties, is carried out for us. We are entitled to co-ownership of newly created items in accordance with the value of the object of purchase.
The customer is entitled to process and sell the object of purchase within the framework of his proper business operations; as security, he hereby assigns to us his claims from the resale of the object of purchase. The customer is authorised to collect the claim. We reserve the right to announce the assignment and to collect the claim.
We undertake to release the claims assigned to us to the extent that the invoice amount for the goods subject to retention of title exceeds our claims, insofar as these have not yet been settled, by more than 20%.
We are entitled to withdraw from the contract and to demand the return of the object of purchase in the event of conduct by the customer in breach of contract, in particular in the event of default of payment. In this case we are entitled, after written notice and with a reasonable period of notice, to realise the object of purchase by private sale in the best possible way, taking into account the proceeds of realisation on the purchase price.
In the event of access by third parties, in particular in the event of seizure of the object of purchase, the customer must notify us immediately in writing and inform the third party of the reservation of title without delay. The customer shall bear all costs that must be incurred to revoke the access and to recover the object of purchase, insofar as they cannot be collected by third parties.
The customer has the obligation to keep the object of purchase in proper condition during the period of the reservation of title, to have all maintenance work and necessary repairs planned by us or by the manufacturer carried out immediately – apart from emergencies – by us or by a third party commissioned by us.
7) If the law of a country does not permit the retention of title, but permits the reservation of comparable rights, we may exercise all rights of this kind. The customer is obliged to take measures at his own expense which are necessary to make and maintain these rights to the object of purchase effective.
8) An application for the opening of insolvency proceedings entitles Aggretech GmbH & Co. KG to withdraw from the contract and to demand the immediate return of the object of purchase.
V. Warranty for material defects
We guarantee, to the exclusion of further claims, compliance with expressly warranted characteristics as well as fault-free design and manufacture and fault-free material in such a way that we will, at our discretion, either repair free of charge or replace parts of the delivery which have become unusable as a result of such defects or whose usability has been considerably impaired. Replaced parts become our property. We provide a warranty for repair work and replaced parts to the same extent as for the original object of purchase. For third-party products used by us in the manufacture of the object of purchase or essential processing, our warranty is limited to the assignment of the warranty claims to which we are entitled against the sub-supplier. However, even in this case, we provide a warranty if the choice incumbent on us or the third-party products turn out to be defective.
2. if a removal of defects by us is not reasonable, a professional removal of defects by the buyer or a third party can be carried out with our consent. In this case, we will reimburse the costs to a maximum of the amount that we would have had if we had repaired the defect ourselves.
3. we shall bear the transport costs of the cheapest shipment of repaired or replaced parts. Furthermore, we shall bear the reasonable costs for the removal and installation of parts of the object of purchase up to the amount of the costs that would have been incurred by us for removal and installation. We shall not bear the costs for the dismantling and installation of the complete object of purchase or other additional costs.
The warranty period begins on the day of the transfer of risk or, in the case of assembly, after its completion and ends after 12 months or, in the case of the delivery of used parts or the use of used items, after 6 months, unless a longer warranty period is prescribed by law. For repair work and installed replaced parts, the warranty period ends with that of the original object of purchase. For MAN parts, the warranty period ends after 12 months or 8000 operating hours, whichever occurs first. If the gas quality does not meet the specified minimum gas quality requirements for MAN, the warranty period shall be reduced to 6 months or 4000 operating hours, whichever comes first.
5. in order to carry out necessary rectification work, the customer shall
– to provide the necessary time and opportunity.
– to provide auxiliary staff, equipment and operating facilities at its own expense and to carry out ancillary work.
– to carry out at its own expense any work that exceeds the original scope of the order.
Additional costs for work outside the regular working hours shall be borne by the buyer.
6. the warranty does not apply to natural wear and tear and parts that are subject to premature consumption due to their material composition or the nature of their use; furthermore, it does not apply to damage due to improper storage, handling or use, incorrect assembly or commissioning by third parties, excessive strain, unsuitable operating materials, defective construction work or foundations, unsuitable building ground, chemical, electrochemical or electrical influences. The same shall apply to other circumstances occurring after the transfer of risk which have arisen through no fault of ours.
The warranty obligations shall not apply if the defect that has occurred is causally connected with the fact that
– the customer has not immediately notified us in writing of an error or
– the object of purchase has not been repaired, maintained and cared for by us or by a company not recognised by us and the customer had to recognise this or
– parts have been built into the object of purchase whose use we have not approved or
– the object of purchase has been modified in a way not approved by us or
– the customer has not complied with the regulations concerning the handling, maintenance and care of the object of purchase (e.g. operating instructions).
– the customer has not complied with the installation guidelines valid at the time.
VI. defects of title
If the use of the object of purchase leads to an infringement of industrial property rights or copyrights in Germany, we shall, at our expense, procure the right to further use for the customer or modify the object of purchase for the customer in a reasonable manner so that the infringement of property rights no longer exists.
If this is not possible at economically reasonable conditions or within a reasonable period of time, the customer is entitled to withdraw from the contract. Under the aforementioned conditions, we are also entitled to withdraw from the contract.
Furthermore, we shall indemnify the customer against undisputed or legally established claims of the respective owners of the property rights.
VII Liability for consequential damages
We are only liable for damage not occurring to the delivery item itself – for whatever legal reasons – in the event of intent or gross negligence or in the event of culpable injury to life, limb or health or in the event of defects in the delivery item, insofar as liability is mandatory under the Product Liability Act for personal injury or damage to privately used items.
2. further claims are excluded.
VIII. Applicable law, place of jurisdiction
All legal relations between us and the customer shall be governed exclusively by German law.
2. the place of jurisdiction for all disputes between us and the customer is the court responsible for us, if the customer is a merchant or a legal entity under public law.
3) Should any provision of these terms and conditions or other contractual agreements be or become invalid, the validity of all other provisions or agreements shall not be affected. The invalid provision shall be replaced by a valid provision which comes as close as possible to the original intention.