General Terms and Conditions
I. General – Conclusion of contract
1 These GTC shall apply to all deliveries and services (hereinafter uniformly referred to as “Delivery”) of Aggretech GmbH, unless otherwise agreed in writing.
Deviating general terms and conditions of the customer shall not become part of the contract.
(2) In the absence of a special agreement, a contract shall be concluded upon dispatch of the order.
3. we reserve the right to documents such as samples, cost estimates, drawings and similar. Information of a physical nature may not be made accessible to third parties. II. price and payment 1. in the absence of a special agreement, the prices shall apply ex works including loading at the works, but excluding packaging, unloading, cash discount and other discounts and plus value added tax at the respective statutory rate.
2. in the absence of a special agreement, payment shall be made without any deduction to our bank account, in full 14 days from the invoice date.
3. the customer shall only be entitled to withhold payments or offset them against counterclaims insofar as his counterclaims are undisputed or have been legally established. III Delivery and delivery period 1. the delivery period shall commence on the date of the order.
2. the delivery deadline shall be deemed to have been met if the delivery item has left our company by the time it expires.
3. the deadlines and dates for deliveries and services promised by us are always only approximate, unless a fixed deadline or a fixed 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 transportation.
4. in the event of delays due to force majeure, in particular also in the event of labor disputes and the occurrence of unforeseen obstacles beyond our control, or in the event of obstacles for which a supplier is responsible, we shall not be liable and the delivery period shall be extended accordingly.
5. compliance with the delivery period presupposes the fulfillment of the customer’s contractual obligations.
6. if the customer remains in arrears with the acceptance of the subject matter of the contract or the fulfillment of his payment obligation for more than four weeks after notification of provision, we shall be entitled, after granting a grace period of 14 days, to withdraw from the contract 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 damages shall be set higher or lower if we prove higher damages or the customer proves lower damages.
7. compliance with the delivery period is subject to correct and timely delivery to us.
We shall inform the customer as soon as possible of any delays that become apparent.
8. we reserve the right to make changes to the design or shape, deviations in color and changes to the scope of delivery, provided that the object of purchase is not significantly changed and the changes are reasonable for the customer.
9. partial services or partial deliveries are permissible. IV. Retention of title 1. the object of purchase shall remain our property until full payment of the price owed under the contract. The retention of title shall also remain 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.
2. any treatment or processing of the object of purchase subject to retention of title, as well as any combination with third-party items by the customer or third parties, shall be carried out on our behalf.
We shall be entitled to co-ownership of newly created items in proportion to the value of the object of purchase.
3. the customer is entitled to process and sell the object of purchase in the course of his ordinary business operations; as security, he hereby assigns to us his claims from the resale of the object of purchase.
The customer is authorized to collect the claim.
We reserve the right to disclose the assignment and to collect the claim.
We undertake to release the claims assigned to us insofar as the invoice amount for the reserved goods exceeds our claims by more than 20%, insofar as these have not yet been settled. 4.
4. we are entitled to withdraw from the contract and demand the return of the object of purchase if the customer acts in breach of contract, in particular in the event of default in payment.
In this case, we shall be entitled, after giving written notice with a reasonable period of notice, to realize the object of purchase in the best possible way by private sale, offsetting the proceeds of realization against the purchase price.
5. in the event of seizure 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 immediately of the retention of title.
The customer shall bear all costs that have to be incurred to cancel the seizure and to recover the object of purchase, insofar as they cannot be collected from third parties.
6. the customer is obliged to keep the object of purchase in proper condition for the duration of the retention of title, to have all maintenance work and necessary repairs provided for by us or 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 allows comparable rights to be reserved, we may exercise all rights of this kind.
The customer is obliged to take measures at his own expense which are necessary to make these rights to the object of purchase effective and to maintain them.
8. the application for the opening of insolvency proceedings shall entitle Aggretech GmbH to withdraw from the contract and to demand the immediate return of the object of purchase. V. Warranty for material defects 1. to the exclusion of further claims, we provide a warranty for compliance with expressly warranted characteristics as well as for defect-free design and manufacture and defect-free material in such a way that we shall, at our discretion, either repair or replace free of charge parts of the delivery which have become unusable as a result of such defects or whose usability has been considerably impaired.
Replaced parts shall become our property.
We provide the same warranty for repair work and replaced parts 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 shall be limited to the assignment of the warranty claims to which we are entitled against the subcontractor.
However, we shall also provide a warranty in this case if the choice incumbent on us or the third-party products prove to be defective.
2. if we cannot reasonably be expected to remedy the defect, the buyer or a third party may remedy the defect professionally with our consent.
In this case, we shall reimburse the costs up to a maximum of the amount that we would have incurred if we had remedied the defect ourselves.
3. we shall bear the transportation 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 assume the costs for the removal and installation of the complete object of purchase or other ancillary costs.
4. 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 items manufactured using used parts, after 6 months, unless a longer warranty period is prescribed by law.
The warranty period for repair work and installed replaced parts shall end with that of the original object of purchase.
For MAN parts, the warranty ends after 12 months or 8000 operating hours, whichever comes first.
If the gas quality does not meet the specified minimum gas quality requirements for MAN, the warranty shall be reduced to 6 months or 4000 operating hours, whichever occurs first.
5. the customer shall – grant the necessary time and opportunity to carry out any necessary rectification work.
– provide at its own expense auxiliary staff, equipment and operating facilities and carry out ancillary work.
– carry out at its own expense any work that goes beyond the original scope of the order.
Additional costs for work outside 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 wear and tear due to their material properties or the nature of their use; nor to damage resulting from 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 our own. 7. the warranty obligations shall not apply if the defect that has occurred is causally related to the fact that – the customer has not notified us of a defect immediately in writing or – the object of purchase has not been repaired, maintained and serviced by us or by a company not approved by us and the customer should have recognized this or – parts have been installed in the object of purchase whose use we have not approved or – the object of purchase has been modified in a manner not approved by us or – the customer has not complied with the regulations on the handling, maintenance and care of the object of purchase (e.g. operating instructions). operating instructions) have not been followed.
– the customer has not complied with the applicable installation guidelines. VI Defects of title 1. if the use of the object of purchase leads to the infringement of industrial property rights or copyrights in Germany, we shall, at our expense, procure the right for the customer to continue using the object of purchase or modify the object of purchase for the customer in a reasonable manner in such a way that the infringement of property rights no longer exists.
2. if this is not possible under economically reasonable conditions or within a reasonable period of time, the customer shall be entitled to withdraw from the contract.
Under the aforementioned conditions, we shall also be entitled to withdraw from the contract.
(3) In addition, we shall indemnify the customer against undisputed or legally established claims of the respective owners of the property rights. VII Liability for consequential damage 1. we shall only be liable for damage that has not occurred to the delivery item itself – for whatever legal reasons – in the event of intent or gross negligence or 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 property damage to privately used items.
2. further claims are excluded, in particular loss of profit and loss of earnings. VIII. Applicable law, place of jurisdiction 1. all legal relationships 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, provided that the customer is a merchant or a legal entity under public law.
3. should a provision of these GTC or other contractual agreements be or become invalid, this shall not affect the validity of all other provisions or agreements.
The invalid provision shall be replaced by a valid provision which comes as close as possible to the original intention.
Deviating general terms and conditions of the customer shall not become part of the contract.
(2) In the absence of a special agreement, a contract shall be concluded upon dispatch of the order.
3. we reserve the right to documents such as samples, cost estimates, drawings and similar. Information of a physical nature may not be made accessible to third parties. II. price and payment 1. in the absence of a special agreement, the prices shall apply ex works including loading at the works, but excluding packaging, unloading, cash discount and other discounts and plus value added tax at the respective statutory rate.
2. in the absence of a special agreement, payment shall be made without any deduction to our bank account, in full 14 days from the invoice date.
3. the customer shall only be entitled to withhold payments or offset them against counterclaims insofar as his counterclaims are undisputed or have been legally established. III Delivery and delivery period 1. the delivery period shall commence on the date of the order.
2. the delivery deadline shall be deemed to have been met if the delivery item has left our company by the time it expires.
3. the deadlines and dates for deliveries and services promised by us are always only approximate, unless a fixed deadline or a fixed 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 transportation.
4. in the event of delays due to force majeure, in particular also in the event of labor disputes and the occurrence of unforeseen obstacles beyond our control, or in the event of obstacles for which a supplier is responsible, we shall not be liable and the delivery period shall be extended accordingly.
5. compliance with the delivery period presupposes the fulfillment of the customer’s contractual obligations.
6. if the customer remains in arrears with the acceptance of the subject matter of the contract or the fulfillment of his payment obligation for more than four weeks after notification of provision, we shall be entitled, after granting a grace period of 14 days, to withdraw from the contract 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 damages shall be set higher or lower if we prove higher damages or the customer proves lower damages.
7. compliance with the delivery period is subject to correct and timely delivery to us.
We shall inform the customer as soon as possible of any delays that become apparent.
8. we reserve the right to make changes to the design or shape, deviations in color and changes to the scope of delivery, provided that the object of purchase is not significantly changed and the changes are reasonable for the customer.
9. partial services or partial deliveries are permissible. IV. Retention of title 1. the object of purchase shall remain our property until full payment of the price owed under the contract. The retention of title shall also remain 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.
2. any treatment or processing of the object of purchase subject to retention of title, as well as any combination with third-party items by the customer or third parties, shall be carried out on our behalf.
We shall be entitled to co-ownership of newly created items in proportion to the value of the object of purchase.
3. the customer is entitled to process and sell the object of purchase in the course of his ordinary business operations; as security, he hereby assigns to us his claims from the resale of the object of purchase.
The customer is authorized to collect the claim.
We reserve the right to disclose the assignment and to collect the claim.
We undertake to release the claims assigned to us insofar as the invoice amount for the reserved goods exceeds our claims by more than 20%, insofar as these have not yet been settled. 4.
4. we are entitled to withdraw from the contract and demand the return of the object of purchase if the customer acts in breach of contract, in particular in the event of default in payment.
In this case, we shall be entitled, after giving written notice with a reasonable period of notice, to realize the object of purchase in the best possible way by private sale, offsetting the proceeds of realization against the purchase price.
5. in the event of seizure 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 immediately of the retention of title.
The customer shall bear all costs that have to be incurred to cancel the seizure and to recover the object of purchase, insofar as they cannot be collected from third parties.
6. the customer is obliged to keep the object of purchase in proper condition for the duration of the retention of title, to have all maintenance work and necessary repairs provided for by us or 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 allows comparable rights to be reserved, we may exercise all rights of this kind.
The customer is obliged to take measures at his own expense which are necessary to make these rights to the object of purchase effective and to maintain them.
8. the application for the opening of insolvency proceedings shall entitle Aggretech GmbH to withdraw from the contract and to demand the immediate return of the object of purchase. V. Warranty for material defects 1. to the exclusion of further claims, we provide a warranty for compliance with expressly warranted characteristics as well as for defect-free design and manufacture and defect-free material in such a way that we shall, at our discretion, either repair or replace free of charge parts of the delivery which have become unusable as a result of such defects or whose usability has been considerably impaired.
Replaced parts shall become our property.
We provide the same warranty for repair work and replaced parts 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 shall be limited to the assignment of the warranty claims to which we are entitled against the subcontractor.
However, we shall also provide a warranty in this case if the choice incumbent on us or the third-party products prove to be defective.
2. if we cannot reasonably be expected to remedy the defect, the buyer or a third party may remedy the defect professionally with our consent.
In this case, we shall reimburse the costs up to a maximum of the amount that we would have incurred if we had remedied the defect ourselves.
3. we shall bear the transportation 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 assume the costs for the removal and installation of the complete object of purchase or other ancillary costs.
4. 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 items manufactured using used parts, after 6 months, unless a longer warranty period is prescribed by law.
The warranty period for repair work and installed replaced parts shall end with that of the original object of purchase.
For MAN parts, the warranty ends after 12 months or 8000 operating hours, whichever comes first.
If the gas quality does not meet the specified minimum gas quality requirements for MAN, the warranty shall be reduced to 6 months or 4000 operating hours, whichever occurs first.
5. the customer shall – grant the necessary time and opportunity to carry out any necessary rectification work.
– provide at its own expense auxiliary staff, equipment and operating facilities and carry out ancillary work.
– carry out at its own expense any work that goes beyond the original scope of the order.
Additional costs for work outside 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 wear and tear due to their material properties or the nature of their use; nor to damage resulting from 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 our own. 7. the warranty obligations shall not apply if the defect that has occurred is causally related to the fact that – the customer has not notified us of a defect immediately in writing or – the object of purchase has not been repaired, maintained and serviced by us or by a company not approved by us and the customer should have recognized this or – parts have been installed in the object of purchase whose use we have not approved or – the object of purchase has been modified in a manner not approved by us or – the customer has not complied with the regulations on the handling, maintenance and care of the object of purchase (e.g. operating instructions). operating instructions) have not been followed.
– the customer has not complied with the applicable installation guidelines. VI Defects of title 1. if the use of the object of purchase leads to the infringement of industrial property rights or copyrights in Germany, we shall, at our expense, procure the right for the customer to continue using the object of purchase or modify the object of purchase for the customer in a reasonable manner in such a way that the infringement of property rights no longer exists.
2. if this is not possible under economically reasonable conditions or within a reasonable period of time, the customer shall be entitled to withdraw from the contract.
Under the aforementioned conditions, we shall also be entitled to withdraw from the contract.
(3) In addition, we shall indemnify the customer against undisputed or legally established claims of the respective owners of the property rights. VII Liability for consequential damage 1. we shall only be liable for damage that has not occurred to the delivery item itself – for whatever legal reasons – in the event of intent or gross negligence or 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 property damage to privately used items.
2. further claims are excluded, in particular loss of profit and loss of earnings. VIII. Applicable law, place of jurisdiction 1. all legal relationships 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, provided that the customer is a merchant or a legal entity under public law.
3. should a provision of these GTC or other contractual agreements be or become invalid, this shall not affect the validity of all other provisions or agreements.
The invalid provision shall be replaced by a valid provision which comes as close as possible to the original intention.