General Terms and Conditions

I. General – Conclusion of Contract

1. These General Terms and Conditions (GTC) apply to all deliveries and services (hereinafter uniformly referred to as “Delivery”) of AGGRETECH GmbH, unless otherwise agreed in writing. Any deviating terms and conditions of the customer shall not become part of the contract.

2. Unless otherwise specifically agreed, a contract is concluded upon the customer’s dispatch of the order.

3. We reserve ownership and copyright in all documents, such as samples, cost estimates, drawings, and similar information in physical or electronic form. These may not be made accessible to third parties.

II. Price and Payment

1. Unless otherwise agreed, prices are ex works including loading at our premises but excluding packaging, unloading, discounts, and other deductions, and are subject to VAT at the applicable statutory rate.

2. Unless otherwise agreed, payment shall be made without deduction to our bank account within 14 days from the date of invoice.

3. The customer is only entitled to withhold payments or offset them against counterclaims to the extent that such counterclaims are undisputed or have been legally established.

III. Delivery and Delivery Period

1. The delivery period begins on the date of the order.

2. The delivery period is deemed met if the goods have left our premises before its expiry.

3. Deadlines and delivery dates stated by us are approximate unless a fixed deadline or date has been expressly agreed. Where dispatch is agreed, delivery periods and dates refer to the date of handover to the carrier, freight forwarder, or other third party commissioned with transportation.

4. We are not liable for delays due to force majeure, including labor disputes or unforeseen events beyond our control or due to delays by suppliers. In such cases, the delivery period shall be reasonably extended.

5. Compliance with delivery periods is subject to the customer’s fulfillment of all contractual obligations.

6. If the customer delays acceptance of the goods or payment obligations for more than four weeks after notification of readiness, we are entitled—after setting a 14-day grace period—to withdraw from the contract and/or claim damages for non-performance. We may claim 15% of the sales price as compensation unless higher or lower damages are proven.

7. Delivery is subject to correct and timely supply to us. Any anticipated delays will be communicated as early as possible.

8. We reserve the right to make design or form changes, color deviations, and changes to the scope of delivery, provided the changes are reasonable and do not significantly alter the goods.

9. Partial deliveries and services are permitted.

IV. Retention of Title

1. The delivered goods remain our property until full payment of all amounts due under the contract. This retention also covers all claims subsequently arising in connection with the goods, including for repairs or spare parts.

2. Any processing or transformation of the goods by the customer or third parties shall be deemed carried out on our behalf. We are entitled to co-ownership of the resulting new items proportionate to the value of the goods.

3. The customer is entitled to process or sell the goods in the ordinary course of business. As security, the customer hereby assigns all claims from such resale to us. The customer is authorized to collect the receivables, subject to revocation. We agree to release assigned claims if their value exceeds our claims by more than 20%.

4. In case of breach of contract by the customer—especially payment default—we may withdraw from the contract and demand return of the goods. We are then entitled to sell the goods privately after providing reasonable written notice and to offset proceeds against outstanding claims.

5. If third parties seize the goods, the customer must immediately notify us in writing and inform the third party of our retention of title. The customer bears all costs incurred to lift such seizures unless recoverable from third parties.

6. The customer must keep the goods in proper condition and have maintenance and necessary repairs carried out promptly by us or an authorized party.

7. If the law of a country does not recognize retention of title but allows equivalent rights, we may exercise those. The customer shall, at their expense, take all steps necessary to protect such rights.

8. Filing for insolvency entitles us to withdraw from the contract and demand immediate return of the goods.

V. Warranty for Material Defects

1. Excluding further claims, we warrant that the goods comply with expressly guaranteed properties and are free from defects in design, manufacture, and materials. At our discretion, we shall repair or replace defective items free of charge. Replaced parts become our property. The same warranty applies to repaired or replaced parts. For third-party components used in production, our warranty is limited to assigning our claims against the supplier. We remain liable if our choice or the third-party parts are proven defective.

2. If repair by us is unreasonable, the customer may, with our consent, remedy the defect professionally. In such cases, we reimburse costs up to the amount we would have incurred.

3. We bear the lowest transport costs for repaired or replaced parts, and reasonable removal and installation costs up to the level we would incur ourselves. We do not bear full removal/reinstallation costs or incidental costs.

4. In cases of intent, fraudulent concealment, guarantee of properties, use of goods in a building causing its defectiveness, gross negligence, breach of cardinal obligations, injury to life/body/health, or under the Product Liability Act, the statutory limitation period applies.

5. In cases of slight negligence, we are only liable for breaches of cardinal obligations, and damages are limited to typical foreseeable losses. Personal liability of our agents or vicarious agents is excluded.

6. The customer shall: – notify us in writing of material or legal defects immediately and provide complete documentation, – allow us the time and opportunity to inspect and rectify defects, – provide, at its own expense, assistants, tools, and perform auxiliary tasks, – bear additional work exceeding the original scope. Extra costs for work outside regular hours are the customer’s responsibility.

7. If the defect claim is justified, we shall bear shipping costs and reasonable installation/removal costs for the affected parts, provided that the engine is accessible or has a maintenance hatch. We are not liable for full disassembly or incidental costs.

8. In the case of unjustified defect claims, the customer bears all resulting costs, including transport, testing, and any additional damage, unless they can prove otherwise.

9. Warranty does not apply to normal wear or damage due to improper storage, use, assembly, overuse, unsuitable materials, poor construction, chemical or electrical influences, or other post-risk transfer causes beyond our control.

10. Warranty is excluded if the defect is caused by: – the customer failing to report it in writing immediately, – unauthorized repair/maintenance, – use of unapproved or non-equivalent parts, – unauthorized modifications, – disregard of handling/maintenance instructions, – violation of installation guidelines.

VI. Defects of Title

1. If use of the goods infringes German intellectual property rights, we will procure a right of use or modify the goods so that no infringement exists.

2. If this is not possible within reasonable time or conditions, both parties may withdraw from the contract.

3. We indemnify the customer against undisputed or legally established claims of rights holders.

VII. Liability for Consequential Damages

1. We are only liable for damage not affecting the goods themselves in cases of intent, gross negligence, injury to life/body/health, or where liability is mandatory under product liability laws.

2. Further claims are excluded. We are not liable for indirect or unforeseeable damages, loss of production or use, lost profits, missed savings, or third-party claims.

VIII. Project Planning Services – Scope and Limitation of Liability

1. Aggretech GmbH provides technical project planning services for energy systems including CHP units (biogas, natural gas, sewage gas), diesel generators (island or grid parallel), and large-scale battery storage (e.g., Fenecon Industrial / XL). Scope includes site- and customer-specific analysis, feasibility studies, planning documentation, and (if agreed) interaction with authorities or grid operators.

2. We do not guarantee that approval will be granted by relevant authorities.

3. The customer is expressly advised that project approvals depend on external factors (e.g., regulations, grid access, objections by neighbors) beyond our control.

4. If the agreed services are fully and properly rendered, Aggretech GmbH is not liable—except in cases of intent or gross negligence—for missing permits, non-realization, financial loss, lost revenues, or unutilized feed-in tariffs.

IX. Applicable Law and Jurisdiction

1. All legal relations between us and the customer are governed exclusively by German law.

2. Place of jurisdiction for all disputes is the court responsible for us in Passau, provided the customer is a merchant or public law entity.

3. If any provision is or becomes invalid, the remaining provisions remain effective. The invalid clause shall be replaced by one that most closely reflects the intended purpose.

Status: January 2025