All our business transactions are concluded exclusively on the basis of the conditions set forth below. Any other conditions stipulated by customers bind us only after we have issued our express consent in writing. No response to written documents submitted later by a customer does not in any way constitute tacit confirmation. All offers are conditional in terms of price, quantity, delivery time and availability, unless specified otherwise in writing. Orders are considered accepted only after having been confirmed by us in writing. Special needs to be taken into account with regard to the behaviour or processing of certain materials in use at a customer’s premises must be stipulated in writing by the customer before orders are placed. Any failure to fulfil the obligations imposed by our terms and conditions on customers exempts us from our own commitments.
2. Bidding and design documents
We retain ownership of, and copyright to, cost estimates, drawings, operating instructions etc. These items must be not made available to third parties or used for purposes other than those agreed. They must be returned to us if no order is placed. The dimensions, weights, etc. mentioned in our offers are only approximate, average values derived from empirical data. We accept no responsibility for specific cases. Construction, foundation and layout drawings serve purely as stipulations without making us liable for stability, structural analysis or structural utility, to the extent that these services are not part of our mandate. Customers are responsible for compliance with official and commercial regulations in existence or issued for special cases. This applies particularly to commencement of construction subject to approval. Regulatory and other approvals are to be obtained by the customer, who is to provide us with the documents necessary for implementation.
3. Prices and payment
All prices are in €, excluding statutory VAT. The prices are based on cost factors valid on submission of the offer and acceptance of the order. If the cost factors change prior to a delivery, we reserve the right to make corresponding adjustments. Prices are net ex works, excluding packaging, freight, postage and insurance.
Unless otherwise agreed, payments are due as follows:
a) For shipped goods: With a 2% discount within 8 days, or net without any discounts within 30 days. There is a surcharge for low order volumes worth less € 50.
b) For assembly, repair and tank protection work: Net cash without any discounts within 10 days.
c) For large and special facilities, including related installation services:
1/3 on order placement.
1/3 on notice of readiness to ship.
1/3 on completion, but no later than 4 weeks after delivery of materials or notice of readiness to ship. No discounts in this case.
As an alternative, we are generally entitled to demand partial payments in accordance with the services provided. Should the customer fall into arrears by failing to make payments by the deadlines mentioned under paragraph 3, items a – c, we are authorized to charge interest on arrears equal to 5% above the German Central Bank’s current discount rate without a need to issue a reminder. Bills of exchange are subject to prior agreement and only accepted on account of payment. Discount and bill of exchange charges plus VAT shall be borne by the customer according to the rates calculated by commercial banks.
4. Delivery times.
Though striving to deliver as quickly as possible, we are not bound to specific delivery deadlines. If a fixed delivery date is agreed nevertheless, the delivery period begins on the date of dispatch of the order confirmation, but not before clarification of all the order details and provision of all documents, permits and approvals to be obtained by the customer, and receipt of all agreed payments. If an agreed delivery deadline cannot be met, the customer has to set a reasonable grace period. Force majeure of any kind, operational interruptions, disruptions in traffic, fire damage,
flooding, labour strikes, official orders and other obstacles which are beyond our control and which diminish, delay, or impair production, dispatch, acceptance or consumption, or render them unacceptable, serve to exempt from a commitment to deliver or accept. In this case, the delivery period is extended appropriately without constituting grounds for the customer to raise compensation claims. The customer has a right to withdrawal only if the postponement in the delivery deadline makes fulfilment of the contract objectively unviable for the customer. This also entitles us to withdrawal. If shipment is delayed at the customer’s request, they will be billed the resultant costs of storage, but at least 0.5% of the total bill for each month following issue of notice of readiness to deliver. Compliance with delivery deadlines presumes fulfilment of thecustomer’s contractual obligations.
5. Reservation of title
The delivered goods remain our property until all our claims against the customer have been fulfilled, regardless of their legal grounds. Goods supplied by us are always worked and processed on our behalf, without giving rise to liabilities for us or leading to a decline in our property. If goods subject to our reservation of title are processed into new, movable items, we shall acquire co-ownership thereof; our share is determined by the ratio between the price of the goods supplied by us, and the values which the new items respectively have during and up to the end of processing.
The customer expressly acknowledges that the goods supplied by us are only connected to the premises through temporary use, and cannot become essential constituents of the real estate as a result. To the extent that the customer themselves do not own the premises, they herewith cede their delivery-related or installation-related claims against the owner of the premises to us.
If a payment which is due has not been made within one week of issue of a reminder, or if our claim to payment is at risk, we reserve the right at any time to demand return of the goods owned by us, or removal of the delivered items at the customer’s expense, without being responsible for restoration of the previous state or provision of replacements. A right of retention cannot be asserted against this claim for restitution. For as long as we are entitled to ownership, the customer is obliged to ensure adequate and effective insurance coverage of the delivered goods against fire, theft and other damage, with the proviso that we are entitled to the rights associated with the insurance policy. Our conditional merchandise may only be sold by the customer as part of regular business transactions. The customer herewith cedes to us all demands and claims arising against third parties in this connection. If we were entitled only to joint ownership, then cession applies only to the partial amounts corresponding to our co-ownership. At our request, the customer is to announce cession to third party debtors, provide all the information needed to assert our rights, and hand the relevant documents over to us. Contrary to § 951 of the German Civil Code (BGB), we are entitled to take back built-in items. The customer must immediately notify us in writing about all access measures by third parties, especially foreclosure and other detriments to our ownership or the claims ceded to us. The customer will compensate us for all damages and costs arising from the customer’s breaches of their obligations and interventions necessitated against third-party access. If the value of the securities granted to us by the above-mentioned provisions exceeds our claims by more than 20%, we will release appropriate collateral at our own discretion on request.
Shipping takes place at the customer’s expense and risk. Risk passes to the customer when the goods are handed over to the carrier, but no later than the time at which the goods leave our factory.
Non-acceptance or inability to dispatch entitles us to store the goods at our own discretion at the customer’s risk and at expense, and invoice them as having been delivered ex works. The shipping mode and packaging will be chosen by us.
Deficiencies must be reported in writing within one week of goods receipt. Complaints regarding any incomplete deliveries must be lodged immediately on receipt of the shipment. All complaints should be addressed to us. Goods intended for direct dispatch to third parties or abroad must be inspected and approved by the supplier; otherwise, goods following their dispatch are considered as delivered according to agreed conditions. In the case of goods which are defective due to faulty material or workmanship, or which lack assured properties, we are merely obliged, at our discretion, to either perform the necessary improvements or replace the deficient goods with perfect products free of charge. The customer is entitled to cancellation or reduction only in the event of unsatisfactory repair or replacement. We will not bear any transport expenses or costs of installing or removing repaired or replaced parts. Substitutions of individual parts or replacement deliveries will not result in extensions of the guarantee period. In the case of deficient products supplied by our subcontractors, we are liable only to the extent to which these subcontractors assume liability and perform fulfilment on our behalf. In the case of measuring apparatus, guarantees for displayed results are fulfilled by official calibration. Further guarantee claims are ruled out. Guarantees shall not apply under the following conditions:
a) If the purchased item has been altered in a manner not approved by us.
b) In the event of natural wear or damage due to negligence or improper handling.
c) If the customer breaches their contractual obligations, in particular, by defaulting on payment.
d) If equipment was installed by staff other than technicians from our factory or authorized dealerships / workshops.
Guarantee claims expire one month after written rejection by us, but no later than 6 months after goods receipt. All guarantee claims exclude the following: Withholding of due payments, claims for compensation of indirect or direct damages, claims for compensation of reduced profits, cancellation or reduction, and claims for reimbursement for expenses incurred through
work performed or assigned to other companies by the customer without our consent.
8. Other compensation claims
Other compensation claims raised by the customer against us or our assistants or vicarious agents, regardless of the legal grounds, shall be limited to the value of the goods delivered.
9. Installation conditions
The customer is to provide our technicians free of charge with a lockable room for storing materials, tools and items of clothing. Our deliveries and assembly services are to be invoiced according to agreement as per our order confirmation. If fixed or flat rates have not been agreed, or work beyond the originally expected services becomes necessary, invoicing will be performed using valid accounting rates on the basis of verified time and material expenditures. If extraordinarily adverse work conditions are encountered after contract conclusion, we are entitled to submit a revised tender on the spot. If the revised tender is not accepted so that work already commenced has to be cancelled, all costs accrued by then will be charged to the customer.
10. Construction-site preparation and work procedures
Unless otherwise agreed, the customer will store all incoming materials carefully at a weather-proof location until arrival of the technician. Production of tank pits and pipe trenches, storage of tanks in excavations, as well as provision of foundations, penetrations, ducts, drainage facilities, supply lines and paint coats are the customer’s responsibility – to the extent that such services are not part of our mandate – and must be finished in time to permit our technician to commence installation immediately on arrival. On an occurrence of ground water, rain water or backwater, the customer must secure the tanks against buoyancy. The customer must therefore organize the related precautionary measures. We assume no liability for this whatsoever. The customer will bear the expenses of early summoning of the technician or stays necessitated by the customer or construction-site management. The customer will be responsible in all cases for heating, lighting, and guarding of the site, timely procurement of rigging gear, equipment and supplies (steam, water, electricity, etc.). Conclusion of an insurance policy to cover the associated risks is left to the customer. Incoming materials are to be unpacked and submitted to the technician for the purpose of inventory control. The facility is to be set up exclusively on the basis of our drawings and
instructions issued to the technician. Any exceptions desired by the customer require our prior, written approval.
11. Commissioning of the facility
Immediately after installation, our technicians are required to thoroughly test the facility and commission it properly. Transfer of the facility is then considered complete. If this demonstration is delayed for reasons beyond our control, the additional expense of re-sending a technician at a later stage must be reimbursed to us. Both parties to the contract acknowledge demonstration of the facility’s regular operations and its official acceptance independently as evidence of proper realization of the facility, so that any subsequently alleged defects will constitute no grounds whatsoever for retroactive claims. Commissioning of the plant includes its adaptation to operating conditions and briefing of operating staff. The customer is responsible for procuring the materials and supplies required for tests.
12. Tank inspections
Inner tank walls are checked for signs of damage as part of tank cleaning services. Though such inspections are carried out conscientiously, we cannot assume any liability for existent or subsequently discovered damage to a tank, or consequential damage (as per the Federal Water Act in particular). Protective measures recommended or taken on detection of corrosion are in line with current technological findings. We assume no liability for damage which may occur nevertheless. Leakage tests are always conducted at the tank operator’s risk and under their own liability. We guarantee proper execution in accordance with guidelines known to us.
13. Place of fulfilment and legal venue
D-37308 Heiligenstadt is the place of fulfilment for deliveries and payments, including bills payable. These terms and conditions remain binding even in case of legal invalidity of individual
items forming part hereof. D-37308 Heiligenstadt is the legal venue for disputes arising directly or indirectly from this contractual relationship, provided that the client is not a non-registered merchant (§4 German Commercial Code). The contractual relationship is governed by German law valid at the place of fulfilment.