Terms and Conditions
General terms and conditions of KSI Kältetechnik GmbH
Ageneral
Deliveries, services as well as purchases and the receipt of services are carried out exclusively on the basis of these general terms and conditions (GTC). These GTC also apply to future business between the parties.
Deviating general terms and conditions of business or purchasing of the purchaser or supplier are not recognised, unless their inclusion in the contractual relationship has been expressly agreed in writing. Even unconditional performance or acceptance does not constitute agreement to deviating terms and conditions of the purchaser or supplier.
Conclusion of contract
Our offers are always subject to change without notice. The order placed by the customer constitutes a binding offer (application). The customer is bound by their application for 2 weeks. The contract is only concluded upon explicit acceptance of the application or with the first act of performance by us.
The scope of delivery and services is governed by the agreements and terms of sale set out in our order confirmation.
Prices, payment terms
In case of doubt, prices quoted by us are to be understood as net prices, i.e. plus statutory value added tax and plus any freight or shipping costs incurred, unless gross prices including ancillary services have been expressly stated.
Purchase prices can be claimed by us immediately upon handover of the contractually owed item. For services and work performance, we are entitled to invoice instalment payments for corresponding progress of performance, even for services not yet completed as a whole. All invoices are due at the latest within 10 calendar days of receipt of the invoice.
A deterioration in the creditworthiness of the customer that becomes known after conclusion of the contract, or a not insignificant payment default that occurred in the past, entitles us to demand payment prior to delivery/performance or the provision of security, even if the contract or the order confirmation issued provides for a different method of payment. If a payment deadline has been granted to the customer by us and it becomes known within this period that the customer has not paid, or has not paid on time, for deliveries from third parties, becomes insolvent, defaults on payments or allows bills of exchange to be protested, our claim shall become immediately due. Prior to payment of due invoice amounts, including default interest, we are not obliged to make any further delivery under any contract to the defaulting customer.
The contractual partner is only entitled to set-off rights if their counterclaims have been legally established, are undisputed or have been acknowledged by us, or are in a close synallagmatic relationship with our claim.
Price adjustment clause
Price changes by us are permissible if more than four months lie between the conclusion of the contract and the agreed delivery or performance date or completion of the work. A prerequisite for a price adjustment is that labour, material or procurement costs, or the relevant taxes and duties (e.g. value added tax), have changed more than insignificantly. As part of the price adjustment, we are entitled to make a corresponding adjustment of the agreed prices to the changed cost or price structure at our reasonable discretion, with the aim of compensating for the cost increase and presenting the actual cost increase that forms the basis of the price increase. The price adjustment is made by declaration from us to the contractual partner and becomes effective for all services to be provided by us after the adjustment declaration.
Deliveries
Ordered goods are to be collected from us; otherwise, delivery is made from our warehouse or from our supplier's warehouse to the delivery address specified by the orderer, at the orderer's risk. Unless a contractual agreement has been made, the mode of dispatch and the shipping route are left to our own discretion. In doing so, we are not obliged to choose the cheapest mode of dispatch or the fastest shipping route. In commercial business transactions, risk passes to the orderer as soon as the delivery has been handed over to the company or person commissioned with the dispatch. In the case of freight forwarding, delivery is, in case of doubt, made without unloading by us and subject to the condition of an access route passable by a heavy goods vehicle.
Delivery time
Information on delivery times is always non-binding, unless a delivery date has been expressly confirmed as binding. The delivery period begins on the day we send the order confirmation and ends on the day the goods leave the factory or our dispatch warehouse. If, after our order confirmation, the customer changes the order or its specifications in a way that affects the production time, the delivery period begins (only) to run anew from our confirmation of the changes.
Force majeure and similar unforeseeable events (in particular industrial action, official measures and events beyond our control that are not attributable to our business) entitle us to extend delivery periods appropriately. The purchaser may withdraw from the purchase contract if the delivery disruption affecting us or one of our suppliers persists for longer than 4 months.
The purchaser shall only be entitled to withdraw from the contract after setting a reasonable grace period of at least 3 weeks.
In the case of a non-binding delivery date, a reminder or setting of a deadline is only permissible if the non-binding date has been exceeded by more than 6 weeks; in the case of a bindingly agreed delivery date, from the point at which the date is exceeded.
Retention of title
We retain ownership of the delivered goods until full payment of all claims arising from the contract. We are entitled to take back the purchased item if the customer acts in breach of contract.
As long as ownership has not yet been transferred, the customer must notify us immediately in writing if the delivered item is seized or subjected to other interventions by third parties.
The purchaser is entitled to resell the reserved goods in the ordinary course of business. The purchaser hereby assigns to us in advance the claims against the buyer arising from the resale of the reserved goods, in the amount of the final total (gross) agreed with us. This assignment applies regardless of whether the purchased item is resold without or after processing. The purchaser remains authorised to collect the claim even after the assignment. Our right to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the purchaser meets their payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or payments have not been suspended.
The processing or transformation of the purchased goods by the customer is always carried out in our name and on our behalf. In this case, the customer's expectancy right in the purchased goods continues in the transformed item. If the purchased goods are processed together with other items not belonging to us, we acquire co-ownership of the new item in proportion to the objective value of our purchased goods to the other processed items at the time of processing. The same applies in the case of mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer transfers co-ownership to us on a pro rata basis and holds the resulting sole ownership or co-ownership in safekeeping for us. To secure our claims against the customer, the customer also assigns to us any claims arising against a third party from the connection of the reserved goods with a property; we already accept this assignment now.
We undertake to release the securities to which we are entitled at the customer's request, insofar as their value exceeds the claims to be secured by more than 20 %.”
Statutory warranty under sales law, contract for work and services
The purchaser is obliged to inspect the goods immediately upon arrival at the destination. In the case of partial deliveries, each partial delivery must be inspected separately. Defects must be reported to us immediately, at the latest within 14 days. The purchaser is obliged to store any defective items properly, protect them from deterioration and make them available to us without delay upon request, or, at our discretion, allow us to inspect them.
If the purchaser is a legal entity under public law, a special fund under public law, or an entrepreneur acting in the exercise of their commercial or self-employed professional activity when concluding the contract, statutory warranty claims under sales law become time-barred within one year of delivery of the purchased item; in the case of the purchase of used goods, the warranty is excluded.
If the purchaser is a consumer, statutory warranty claims under sales law become time-barred in accordance with statutory provisions; in the case of the purchase of used goods, within 12 months of delivery of the purchased item.
Statutory warranty period, notification and remedy of defects
The statutory limitation period for warranty claims under contracts for work and services vis-à-vis non-consumers is 4 years for buildings, and 2 years for other works whose outcome consists in the manufacture, maintenance or alteration of an item. For parts of mechanical and electrical/electronic systems where maintenance affects safety and functionality, the limitation period for defect claims for these system parts is two years, provided the customer has chosen not to transfer maintenance to us for the duration of the limitation period.
By way of exception, statutory rights remain unaffected if the defect was fraudulently concealed by us or if we have granted a differing warranty.
Should a defect become apparent in our service during the warranty period, we must be notified of this immediately and given the opportunity to inspect the reported defect and remedy it within a reasonable period. The customer bears all necessary expenses to make the defective item accessible to us.
Copyright and intellectual property rights
If the customer provides us with plans, samples or other templates for implementation, they are responsible for ensuring that no third-party rights are infringed during execution. They shall indemnify us against all third-party claims arising from the infringement of copyrights, patents and other intellectual property rights to that extent.
Liability
In the event of a merely negligent breach of duty by us or our vicarious agents, our liability is limited to the typical, foreseeable damage. We accept no liability for damage and consequential damage caused by slight negligence due to a defect in the ordered item. The personal liability of our legal representatives, vicarious agents and employees for damage caused by them through slight negligence is also excluded.
These limitations of liability do not apply in the event of injury to life, limb or health, in cases of gross negligence, or to liability under the Product Liability Act for privately used items.
Special provisions for works services and works supply contracts
Unless expressly agreed otherwise, the remunerable working and service hours also include travel to the deployment or assembly locations. Travel costs or vehicle costs are to be remunerated separately.
The purchaser must name contacts reachable during normal office hours who have all the necessary technical and contractual decision-making authority. The purchaser is further responsible for providing correct and complete information, working documents and work equipment required to perform the contracted work, and must grant us free and unhindered access for employees, suppliers and subcontractors. The purchaser is further responsible for ensuring that all necessary acts of cooperation and services are provided in good time and to the necessary extent. If the purchaser does not sufficiently fulfil their duties to cooperate in the manner required and/or agreed, they must reimburse us for any resulting additional expenses, idle time costs and damages.
Upon completion of our services, the purchaser is obliged, at our request, to carry out a formal acceptance inspection within a reasonable period, but no later than 2 weeks. If acceptance cannot be carried out for reasons for which the purchaser is responsible, we are entitled to calculate the expected final invoice amount as a provisional interim invoice. Acceptance may not be refused on account of insignificant defects.
For repairs and maintenance work, we are entitled to make use of removed old parts without compensation or to dispose of them at the client's expense, unless the client has given other instructions.
Place of performance and jurisdiction
The place of performance for deliveries and payments is our registered office in Heinsdorfergrund.
If the purchaser/supplier is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract is Plauen. The same applies if the purchaser/supplier has no general place of jurisdiction in Germany. This jurisdiction agreement also applies to future claims arising from the business relationship. However, we are also entitled to sue at the general place of jurisdiction of the defendant or at the place of performance of the work.
Other
The contractual relationship is governed by the substantive law of the Federal Republic of Germany. The provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) do not apply.
Should individual provisions of the contract between us and you, including these general terms and conditions, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The invalid provision, in whole or in part, is to be replaced by a provision that comes as close as possible to the economic outcome of the invalid provision.
d22/D58-2015