GTC

General Terms and Conditions of KSI – Kältetechnik Service Innovation GmbH

AGeneral

Deliveries, services, purchases and acceptance of services shall be made exclusively on the basis of these General Terms and Conditions. These GTC shall also apply to future transactions between the parties.

Deviating general terms and conditions of business or purchase of the customer or supplier shall not be recognized unless their inclusion in the contractual relationship has been expressly agreed in writing. Even the unconditional provision of services or acceptance shall not be deemed to constitute consent to deviating terms and conditions of the customer or supplier.

Conclusion of contract

Our offers are always subject to change. The customer’s order or purchase order is a binding offer (application). The customer shall be bound to his application for 2 weeks. The contract shall only come into effect upon express acceptance of the application or upon the first act of fulfillment by us.
The agreements and conditions of sale set out in our order confirmation shall apply to the scope of delivery and performance.

Prices, terms of payment

In case of doubt, prices quoted by us are net prices, i.e. exclusive of statutory value added tax and plus VAT. any freight or shipping costs incurred, unless expressly stated as gross prices incl. VAT. fringe benefits have been recognized.

Purchase prices can be claimed by us immediately upon delivery of the contractually owed object. In the case of services and work, we are entitled to charge installment payments for services that have not been completed in themselves, provided that the work has progressed accordingly. All invoices are due within 10 calendar days of receipt at the latest.

Any deterioration in the customer’s creditworthiness that becomes known after conclusion of the contract or any not insignificant default in payment that has occurred in the past shall entitle us to demand payment before delivery/performance or the provision of security, even if the contract or the order confirmation issued provides for a different method of payment. If the customer has been granted a term of payment by us and it becomes known within this period that the customer has not paid for deliveries, third parties or has not paid on time, becomes insolvent, defaults on payments or allows bills of exchange to be protested, our claim shall become due immediately. We shall not be obliged to make any further deliveries to the defaulting customer under any contract before payment of invoice amounts due, including default interest.

The contractual partner shall only be entitled to set-off rights if his counterclaims have been legally established or are undisputed or recognized by us or are in a close synallagmatic relationship to our claim.

Price change clause

Price changes by us are permissible if there are more than four months between the conclusion of the contract and the agreed delivery or performance date or completion of the work. The prerequisite for a price adjustment is that the labor, material or procurement costs or the relevant taxes and duties (e.g. sales taxes) 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 has occurred, which is the basis of the price increase. The price adjustment shall be made by declaration by us to the contractual partner and shall take effect for all services to be provided by us after the declaration of adjustment.

Deliveries

Ordered goods must be collected from us, otherwise delivery shall be made from our warehouse or from our supplier’s warehouse to the delivery address specified by the customer at the customer’s risk. If no contractual agreement has been made, the type and route of shipment shall be at our discretion. We are not obliged to choose the cheapest shipping method or the fastest shipping route. In business transactions, the risk is transferred to the customer as soon as the delivery has been handed over to the company or person commissioned with the shipment. In the case of shipping by a forwarding agent, delivery shall be made without unloading by us and on condition that the access route is suitable for heavy goods vehicles.

Delivery time

Information on delivery periods is always non-binding unless a delivery date has been expressly confirmed as binding. The delivery period begins on the day on which we send the order confirmation and ends on the day on which the goods leave the factory or our dispatch warehouse. If the customer changes the order or its specifications after our order confirmation, which affect the production time, the delivery time (only) begins anew with our confirmation of the changes.

Force majeure and similar unforeseeable events (in particular labor disputes, official measures and external events beyond our control) entitle us to extend the delivery periods appropriately. The customer may withdraw from the purchase contract if the delivery disruption that we or one of our suppliers have experienced lasts longer than 4 months.

The customer shall only be entitled to claim damages after a reasonable grace period of at least one month. 3 weeks to withdraw from the contract.
In the case of a non-binding delivery date, a reminder or setting of a deadline is only permissible if the non-binding deadline has been exceeded by more than 6 weeks, in the case of a bindingly agreed delivery date from the time the deadline is exceeded.

Retention of title

We reserve title to the delivered goods until all claims arising from the contract have been paid in full. We are entitled to take back the purchased goods if the customer acts in breach of contract.

As long as ownership has not yet been transferred, the customer must inform us immediately in writing if the delivered item is seized or exposed to other interventions by third parties.

The customer is entitled to resell the reserved goods in the normal course of business. The customer hereby assigns to us the claims of the customer against the purchaser from the resale of the reserved goods in the amount of the final amount agreed with us (gross). This assignment shall apply irrespective of whether the purchased item has been resold without or after processing. The customer remains authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this. However, we shall not collect the claim as long as the customer meets his 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 and payments have not been suspended.

The treatment and processing or transformation of the purchased item by the customer shall always be carried out in our name and on our behalf. In this case, the expectant right of the purchaser to the purchased item shall continue in the transformed item. If the purchased item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the objective value of our purchased item to the other processed items at the time of processing. The same applies in the event 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 shall transfer proportional co-ownership to us and shall keep the sole ownership or co-ownership thus created for us. To secure our claims against the customer, the customer shall also assign to us such claims which accrue to him against a third party through the combination of the reserved goods with a property; we hereby accept this assignment.

We undertake to release the securities to which we are entitled at the request of the customer insofar as their value exceeds the claims to be secured by more than 20%.”

Warranty under sales law, contract for work and materials

The customer is obliged to inspect the goods immediately upon receipt at the place of destination. In the case of partial deliveries, each partial delivery must be examined separately. Defects must be reported to us immediately, at the latest within 14 days. The customer is obliged to store any defective goods properly, to protect them from deterioration and to make them available to us immediately on request or, at our discretion, to allow us to inspect them.

If the customer is a legal entity under public law, a special fund under public law or an entrepreneur who is acting in the exercise of his commercial or independent professional activity when concluding the contract, warranty claims under sales law shall become statute-barred one year after delivery of the purchased item; the warranty is excluded for the purchase of used items.

If the customer is a consumer, warranty claims under sales law shall expire in accordance with the statutory provisions, in the case of the purchase of used items 12 months after delivery of the purchased item.

Warranty period under the contract for work and services, notification and rectification of defects

The warranty period under the contract for work and services for non-consumers is 4 years for buildings and 2 years for other works whose success consists in the manufacture, maintenance or modification of an item. For parts of mechanical and electrotechnical/electronic systems where maintenance has an influence on safety and functionality, the limitation period for claims for defects for these system parts is two years if the customer has decided not to transfer the maintenance to us for the duration of the limitation period.
Notwithstanding this, the statutory rights remain unaffected if the defect was fraudulently concealed by us or if we have granted a guarantee to the contrary.

If a defect is found in our service during the warranty period, we must be notified of this immediately and given the opportunity to inspect the defect and rectify it within a reasonable period of time. The customer shall bear all expenses necessary 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, the customer shall be responsible for ensuring that no third-party rights are infringed during implementation. He shall indemnify us against all third-party claims due to the infringement of copyrights, patents and other intellectual property rights in this respect.

Liability

In the event of a merely negligent breach of duty by us or our vicarious agents, our liability shall be limited to the foreseeable damage typical of the contract. No liability is accepted 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, or in cases of gross negligence or liability under the Product Liability Act for privately used items.

Special regulations for work services and contracts for work and materials

Unless expressly agreed otherwise, the remunerable working and performance times shall also include travel to the deployment or assembly sites. Travel expenses and vehicle costs are to be paid separately.

The customer must provide us with contact persons who can be reached during normal office hours and who have all the necessary technical and contractual decision-making powers. The customer is also responsible for the provision, correctness and completeness of all information, work documents and work equipment required to perform the work offered and must grant us free and unhindered access for employees, suppliers and subcontractors. The customer shall also be responsible for ensuring that all necessary cooperation and services are provided in good time and to the required extent. If the customer does not sufficiently fulfill his obligations to cooperate in the required and/or agreed manner, he shall compensate us for any additional expenses, idle time costs and damages incurred as a result.

After completion of our service, the customer is obliged to carry out a formal acceptance inspection at our request within a reasonable period of time, but at the latest after 2 weeks. If acceptance cannot be carried out for reasons for which the customer is responsible, we shall be entitled to invoice the expected final invoice amount as a provisional partial invoice. Acceptance may not be refused due to insignificant defects.

In the case of repairs and maintenance, we are entitled to recycle removed old parts without compensation or to dispose of them at the client’s expense if we have not received any other instructions from the client.

Place of fulfillment and jurisdiction

The place of performance for deliveries and payments is our registered office in Plauen.

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 shall be Plauen. The same applies if the customer/supplier has no general place of jurisdiction in Germany. This agreement on the place of jurisdiction shall also apply to future claims arising from the business relationship. However, we are also entitled to bring an action at the general place of jurisdiction of the defendant or at the place of performance of the work.

Miscellaneous

The contractual relationship shall be 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 shall 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 wholly or partially ineffective provision shall be replaced by a provision that comes as close as possible to the economic success of the ineffective provision.

d22/D58-2015