General Terms and Conditions

ClimaLevel Energiesysteme GmbH

 

Version: 1.1-DE, as of: 01.02.2012


1. Scope and Provision of Service

1.1 Our goods and services are provided exclusively on the basis of the following General Terms and Conditions, which form an integral part of our delivery and service contracts.

 

1.2 The general terms and conditions of the ordering party shall not apply without the explicit consent of ClimaLevel Energiesysteme GmbH.

 

1.3 These General Terms and Conditions shall apply also to goods and services ordered in the future, either in writing or by telephone, insofar as the General Terms and Conditions have been effectively incorporated.

 

1.4 Any verbal and telephonic statements, agreements and side agreements must be made in writing. This shall also apply to the alteration of this clause.

 

1.5 ClimaLevel is authorised to entrust the provision of required services to third parties.

 

2. Prices

2.1 Our retail prices – including those in quotes and calculations – shall be stated in Euros. Unless otherwise agreed in writing, factory prices plus packaging and any related costs, and customs and fees, other fiscal charges, as well as value-added tax to the legally applicable amount, shall apply unless otherwise agreed. Confirmed prices shall apply only on acceptance of confirmed volumes.

 

2.2 In the event of an overall order volume exceeding 3,000 Euro net, goods shall be shipped free of carriage charges within the entire territory of the Federal Republic of Germany. In the event of any special requests, such as express delivery etc., any costs in excess of the parcel rate shall be borne by the ordering party.

 

2.3 Insofar as delivery and/or assembly takes place more than four months subsequent to closure of the contract, we reserve the right to adjust the price by up to 10% in the event that corresponding changes have taken place in the price base up to the day of delivery. A new pricing agreement shall be necessary in the event of greater changes to the price base. In the event that no such agreement is reached, we have the right, following written notification, to withdraw from the contract within 14 days of failure to reach an agreement on prices.

 

3. Payment

3.1 The contractual parties explicitly agree that due dates of invoices shall be determined on the basis of the stated deadlines. Insofar as no due date is explicitly stated, invoiced amounts shall be payable within 14 days of the invoice date, without deductions.

 

3.2 Cash-free payments shall be deemed to have been completed only when the payable amount has been credited to our bank account.

 

3.3 In the event of default, as well as deferral, of payment, businesses that are ordering parties shall be charged interest to the amount of 8 percentage points and consumers that are ordering parties shall be charged interest to the amount of 5 percentage points in excess of the base rate of interest. We reserve the right to assert further claims.

 

3.4 The withholding of payments due to counterclaims that have not been recognised by us or the offsetting of payments with the same, as well as deductions from invoices without our written consent are not permitted insofar as these counterclaims are not uncontested and have not been recognised in writing or have entered into legal force. Any objections or differences in opinion shall not absolve the ordering party of the obligation to pay.

  

4. Delivery

4.1. If a certain delivery deadline has been agreed, our adherence to this deadline shall be on condition that the ordering party has provided all required documents no later than 14 working days prior to delivery and all technical details have been clarified.

 

4.2 Partial deliveries on our part are permissible insofar as they are acceptable to the ordering party.

 

4.3 The contract shall come into being only on written confirmation and/or delivery of an order by ClimaLevel. Order confirmation shall set out only the scope of and equipment provided as part of the order, insofar as no claims are made within one week of delivery and this claim is recognised by ClimaLevel.

 

4.4 Our obligation to deliver presupposes the solvency of the purchasing party. In the event of any justified doubt arising in relation to this, we are authorised to request payment in advance and/or the provision of securities.

 

4.5 All delivery dates and deadlines are non-binding insofar as no fixed dates have been agreed in writing. In the event that ordered goods are not retrieved within a period of six months, we are authorised to request the payment of damages following the setting of a grace period.

 

4.6 Any deviations from the blueprints, illustrations, measurements and weights, as well as guaranteed properties, are permitted so long as the usual tolerances, including those in accordance with DIN and normal practise, are respected. These are deemed non-binding insofar as not confirmed in writing.

 

5. Assembly

5.1 When assembling an underfloor heating system, ClimaLevel must provide the following services with regard to construction, unless explicitly otherwise agreed:

 

  • Installation of heating circuit distributors
  • Insulation of end caps, muffs and ball valves on distributors.
  • Rinsing, filling, ventilation and pressure testing of individual underfloor heating circuits
  • Re-tightening of all screw joints during and after bringing of system into operation
  • Beginning of operation and setting of heating circuits
  • Assembly and electrical wiring of regulatory and control facilities
  • Assembly of additional heating surfaces and accessories

 

5.2 We accept no liability for the provision of construction services. We would like to explicitly advise you that the rinsing, filling, ventilation and pressure testing of underfloor heating must be carried out before floor filling or other structures are installed.

 

5.3 A German Construction Contract, which shall be provided on request, has been agreed for services based on a contract for work. In the event of any contradictions, the provisions contained in these General Terms and Conditions shall take precedence over those contained in the German Construction Contract.

  

6. Retention of title

6.1 ClimaLevel shall retain title to delivered goods until full payment of all amounts derived from the delivery contract. We are authorised to take the goods back in the event of the ordering party behaving in a manner that is in breach of contract or filing an application for insolvency. In such a case, the ordering party is no longer permitted to make use of goods delivered under reservation of title.

 

6.2 Insofar as ownership rights have not been transferred to them, the ordering party is obliged to treat the goods with care. The ordering party is obliged, in particular, to adequately insure it up to their replacement value against force majeure, theft and vandalism. The ordering party shall hereby assign their claims for insurance to us. We accept this.

 

6.3 In the event that goods, or items made from these, are seized or confiscated from the contractual partner, then the contractual partner must inform us of this immediately in writing, while precisely specifying which items have been seized and location at which these were seized or confiscated.

 

6.4 Goods that are under retention of title, or items made from these goods, may be neither mortgaged or given as collateral by the ordering party.

 

6.5 The ordering party is authorised to handle and dispose of the goods in the course of normal business operations. The ordering party hereby already accedes to the claims of the accepting party that derive from further disposal to the amount of the final invoice amount (including value-added tax) agreed with us.

 

7. Warranty and Liability

7.1 Notice of defects shall be recognised only when manifest defects are brought to our attention in writing within 8 days following receipt of the goods. The obligation to pay shall remain unaffected.

 

7.2 In the event of any justified complaints, we shall deliver replacement goods free of charge in place of unused defective goods, which shall then be taken back or repaired.

 

7.3 We shall bear unrestricted liability for all damage caused by ourselves, our legal representatives, executive employees or proxies through either wilful or grossly negligent behaviour. The same shall apply in the event of the culpable harming of body, life and health.

 

7.4 In the event that damage is caused by us, our legal representatives or proxies through ordinary negligence, we shall be liable only for the breach of contractual obligations (cardinal obligations), whereby our liability shall be restricted to damage that is typically foreseeable within the bounds of the contract. Contractual obligations are obligations, due to which the contract has been closed and in the fulfilment of which the contractual parties may trust.

 

7.5 ClimaLevel shall otherwise bear no liability, irrespective of the legal justification.

 

7.6 Liability in accordance with the German Product Liability Act and other mandatory legal provisions shall remain unaffected by the aforementioned provisions.

 

7.7 Objections naturally exclude wear and tear caused as a result of inappropriate handling and use, overloading or elementary influences.

 

7.8 The right to report defects shall lapse in the event of interference with the goods by the ordering party themselves or third parties.

 

8. Return of goods

8.1 Goods may be sent back only following appropriate agreement in writing. While goods may initially be sent back in the absence of an agreement for reasons of economy, this is on the understanding that a take-back agreement shall be reached.

 

8.2 In the event of the take-back of goods we are authorised to invoice processing costs to the amount of 5% of the credited amount. The ordering party is entitled to provide evidence that no, or only slight, damage has been caused.

  

9. Severability Clause

In the event that individual provisions are invalid or contain a loophole, the remaining provisions shall remain unaffected.

  

10. Place of Contract Fulfilment and Jurisdiction

The place of fulfilment for goods and services shall be Cologne, unless otherwise agreed and the ordering party is a registered trader. An exclusive place of jurisdiction shall remain unaffected.

 

11. Applicable Law

All legal disputes arising from this contract shall be subject to German law under exclusion of the UN Convention on the International Sale of Goods.

 

 

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