General Terms and Conditions
ClimaLevel Energiesysteme GmbH
Version: 1.1-EN, Status: 01.02.2012
1. scope of application and provision of services
1.1 Our deliveries and services are provided exclusively on the basis of the following General Terms and Conditions. They are an integral part of our supply and service contracts.
1.2 The customer’s terms and conditions shall not apply unless we expressly agree to them.
1.3 These Terms and Conditions shall also apply to future deliveries and services based on written or telephone orders, provided that the General Terms and Conditions have been effectively incorporated.
1.4 Oral and telephone statements, agreements and collateral agreements must be made in writing. This also applies to changes to the written form.
1.5 We are entitled to commission third parties to provide the necessary services.
2. prizes
2.1 Our sales prices – also in offers and calculations – are quoted in euros. Unless otherwise agreed in writing, prices are ex works plus packaging and other ancillary costs, in the case of export deliveries customs duties and fees, other public charges and plus VAT at the applicable rate, unless otherwise agreed. Confirmed prices shall only apply if the confirmed quantities are accepted.
2.3 If the delivery and/or assembly is to take place more than four months after conclusion of the contract, we reserve the right to adjust the price by up to 10% if corresponding changes in the price basis occur up to the delivery date. In the event of major changes to the price basis, a new price agreement is required. If no such agreement is reached, we have the right to withdraw from the contract by written notice within 14 days of the price agreement failing.
3. payment
3.1 The parties expressly agree that the due date of the invoice shall be determined on the basis of the dates stated in the invoices. Unless the due date is expressly stated, the invoice amounts shown are due for payment within 14 days of the invoice date without any deductions.
3.2 Cashless payments shall only be deemed to have been made when we can dispose of the amount as a result of it being credited to our account.
3.3 In the event of default and also in the event of deferral, interest in the amount of 8 percentage points shall be charged for entrepreneurs as customers and interest in the amount of 5 percentage points above the respective base interest rate for consumers as customers. We reserve the right to assert further claims.
3.4 The withholding of payments due to counterclaims not recognized by us or offsetting against such counterclaims as well as deductions from invoices without our written consent are not permitted unless the counterclaims are undisputed and recognized by us in writing or have been legally established. Complaints or differences of opinion do not postpone the obligation to pay on time.
4th delivery
4.1. If a specific delivery time has been agreed, we shall only comply with it if we have received all documents to be provided by the customer at least 14 working days before delivery and all technical details have been clarified.
4.2 Partial deliveries on our part are permissible, provided they are reasonable for the customer.
4.5 All delivery dates and deadlines are always non-binding unless fixed dates have been agreed in writing. . If goods ordered on call are not called within six months, we shall be entitled to claim damages after setting a grace period.
4.6 Deviations from the drawings, illustrations, dimensions and weights specified in the lists as well as warranted characteristics are permissible, taking into account the tolerances customary in the trade and in accordance with DIN or the applicable practice. They are non-binding unless they are confirmed in writing.
5. assembly
5.1 When we install underfloor heating, the following services must be provided by the customer, unless expressly agreed otherwise:
- Installation of the heating circuit manifolds
- Sealing of the end caps, sleeves and ball valves on the manifolds.
- Flushing, filling, venting and pressurizing the individual underfloor heating circuits
- Tightening of all screw connections during and after commissioning
- Commissioning and adjusting the heating circuits
- Assembly and electrical wiring of the control and regulation systems
- Installation of additional heating surfaces and accessories
5.2 We accept no liability for services to be provided by the customer. We expressly point out that flushing, filling, venting and pressure testing of the underfloor heating must be carried out on site before the screed or another structure is applied.
5.3 The VOB/B, which can be provided on request, is agreed for contractual services. In the event of contradictions, the provisions of these General Terms and Conditions shall take precedence over the provisions of the VOB/B.
6. reservation of title
6.1 We reserve title to the delivered goods until all claims arising from the delivery contract have been paid in full. We are entitled to take back the purchased goods if the customer acts in breach of contract or if an application for insolvency proceedings is filed against him. In this case, the customer may no longer dispose of the goods delivered under retention of title.
6.2 The customer is obliged to treat the goods with care as long as ownership has not yet been transferred to him. In particular, he is obliged to insure them adequately at replacement value against force majeure, theft and vandalism at his own expense. He hereby assigns his claims against the insurance companies to us. We accept the assignment.
6.3 If the goods or the items manufactured from them are seized or confiscated from the contractual partner, the contractual partner must notify us of this immediately in writing, giving a precise description of the seized items and the seizing or confiscating body.
6.4 The customer may neither pledge nor transfer by way of security the goods still subject to retention of title or the items manufactured from them.
6.5 The Buyer shall be entitled to process and sell the goods in the ordinary course of its business. The customer’s claim arising from the resale of the goods subject to retention of title is hereby assigned to us in the amount of the final invoice amount agreed with us (including VAT).
7 Warranty and liability
7.1 Notices of defects shall only be considered if they are brought to our attention in writing within 8 days of receipt of the goods in the case of obvious defects. They do not change the payment obligation.
7.2 In the event of justified complaints, we shall deliver replacement goods in perfect condition free of charge for the unprocessed defective goods, which we shall take back or repair.
7.3 We shall be liable without limitation for all damages caused by us, our legal representatives, executive employees or our vicarious agents intentionally or through gross negligence. The same applies in the event of culpable injury to life, limb and health.
7.4 If damage is caused by us, our legal representatives or vicarious agents merely through slight negligence, we shall only be liable for the breach of material contractual obligations (cardinal obligations), whereby our liability shall be limited to the foreseeable damage typical for the contract. Material contractual obligations are obligations on the basis of which the contract was concluded and on compliance with which the respective contractual partner was entitled to rely.
7.5 Our liability is otherwise excluded, irrespective of the legal grounds.
7.6 Liability under the Product Liability Act and other mandatory statutory provisions shall remain unaffected by the above provisions.
7.7 Natural wear and tear, improper handling and use, excessive strain or elementary influences are excluded from a complaint.
7.8 Any unauthorized tampering with the goods by the customer or by third parties shall invalidate the right to give notice of defects.
8. return shipment
8.1 Returns can only be made following a corresponding written agreement. The acceptance of returns of goods that have not been agreed may take place. initially for economic reasons, but subject to the conclusion of a take-back agreement.
8.2 If goods are returned, we are entitled to charge processing costs amounting to 5% of the credit note amount. The customer reserves the right to prove that no or less damage has been incurred.
9. severability clause
Should individual provisions be or become invalid or contain a loophole, the remaining provisions shall remain unaffected.
10 Place of fulfillment and jurisdiction
The place of performance for deliveries and services is Cologne, unless otherwise agreed and the customer is a registered trader. Any exclusive place of jurisdiction shall remain unaffected by this.
11 Applicable law
All legal disputes arising from this contract are subject to German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.