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All deliveries of goods and services, now and in the future, are subject exclusively to our terms and
conditions that follow, even if we do not expressly refer to them in the future. Deviating terms and
conditions not expressly recognised by us in writing are not binding for us.

I. Offer
Our offers in catalogues, on the internet and in sales documents are subject to change without notice
and not binding, i.e. they can merely be construed as an invitation to submit an offer. A contract is
concluded only by confirming an order or by delivery, unless anything to the contrary is agreed upon.
Documents that belong to an offer, such as illustrations, drawings, weights and measurements, are
approximate only unless they are expressly designated as binding. The supplier reserves the right
of ownership and copyright for cost estimates, drawings and other documents; these may not be
made accessible to third parties. The supplier requires the consent of the customer in order to make
plans designated as confidential by the customer accessible to third parties.

II. Delivery
The written order confirmation of the supplier is authoritative for the scope of delivery; in case of an
offer from the supplier that is valid for a limited time, and if the offer is accepted in time, the offer is
binding if an order confirmation is not issued in time. Subsidiary agreements and amendments must
be confirmed by the supplier in writing. Exporting our goods requires our express consent. Insofar
as our goods are delivered abroad, they must be inspected and accepted in our plant; otherwise the
goods are deemed to have been delivered in accordance with the contract and all complaints are
excluded.

Delivery ex works is agreed unless anything to the contrary is specified in the order confirmation.

III. Pricing and Payment

1. Prices are quoted in euros and net of VAT. We reserve the right to implement adequate price
increases in case of exchange rate fluctuations or if the costs for raw materials, wages, energy
etc. increase by more than 10 %. In case of a 25 % increase, the customer has the right to withdraw
from the contract.

2. Prices include packaging and freight carriage to the receiving station of the orderer, free to the
German border or free to a German seaport. This does not apply to deliveries of goods up to a
net value of EUR 500.00. Packaging and freight are charged in addition in this case.

3. Offsetting against receivables of the supplier is only permitted with counter claims that are undisputed or legally established. In case of transactions with traders, this also applies to their right of
retention.

IV. Delivery Term

1. Delivery times are approximate and non-binding.

2. The term of delivery begins when the order confirmation is sent out, but not before documents,
permits and approvals to be obtained by the orderer are obtained nor before an agreed down
payment is received.

3. The term of delivery is deemed to have been met provided that the delivery item has left the plant
by the promised delivery date or the orderer has been notified that the delivery item is ready for
shipment.

4. The term of delivery is extended appropriately in case of measures related to labour disputes, in
particular strikes and lock-outs, and in case of unforeseen obstacles beyond the control of the
supplier, insofar as such obstacles demonstrably have a significant influence on the completion
or shipment of the delivery item. This also applies when sub-suppliers are affected by such circumstances.

5. If shipment is delayed by request of the orderer, costs incurred for storage shall be billed to the
orderer beginning one month after notification of readiness for shipment; in case of storage at the
supplier's plant, at least 1/2 percent of the invoice amount shall be billed for each month, unless
the orderer provides proof of lower costs.

If the supplier grants a fair period of grace and it passes in vain, the supplier has the right to
otherwise dispose of the delivery item and to supply the orderer within an appropriately extended
term of delivery.

6. In order for the term of delivery to be met, the orderer must meet its contractual obligations.

7. Claims for damages due to delays are excluded.

V. Passing of Risk and Acceptance

1. Risk passes to the orderer no later than with the dispatch of the delivery item, even in case of
partial deliveries or additional performance by the supplier, e.g. the coverage of shipping costs,
delivery or installation. With the transfer of goods to the shipper, carrier or other forwarding agent,
including an internal person, the risk of destruction or deterioration passes to the customer in all
cases. In case of make-and-hold orders and third-party deals, acceptance by the customer is an
obligation pursuant to Section 276, 280 ff of the German Civil Code (BGB).

2. If shipment is delayed for reasons within the control of the orderer, risk passes to the orderer on
the day of readiness for shipment but the supplier is obligated to obtain insurance coverage as
specified by request and at the expense of the orderer.

3. Delivered items shall be accepted by the orderer even in case of immaterial defects, notwithstanding
the rights pursuant to Section VII.

4. Partial deliveries are allowable.

VI. Retention of Title

1. All deliveries are subject to the retention of title. Title to the delivery objects is retained as security
for all claims of the supplier against the orderer from current and, insofar as the orderer is a trader,
also future business relationships until all balances have been settled by the orderer.

2. If the goods subject to retention of title are processed, combined and mixed with other goods by
the orderer, the supplier shares title to the new items in the proportion of the invoice value of the
goods subject to retention of title to the invoice value of the other goods used. If our ownership
rights are eliminated by processing, combining or mixing, the orderer assigns the ownership
rights to the new assets or items to us now and in advance to the extent of the invoice value of
the goods subject to retention of title. The new assets or items are deemed to be goods subject
to retention of title.

3. The orderer is required to store the goods subject to retention of title on our behalf, free of charge
and with the diligence of a reasonable businessperson. The orderer is obligated to inform us at
any time about the inventory of goods subject to retention of title in its possession, the storage
location and, if applicable, the state of processing. We have the right to inspect the goods subject
to retention of title at any time.

4. The orderer is only permitted to sell the goods subject to retention of title in the ordinary course of
business, and as long as the orderer is in arrears with payment or other contractual obligations to
us, but only subject to the requirement that the receivables from the sale are assigned to us
according to no. 5 below.

5. The receivables of the orderer from reselling the goods subject to retention of title are assigned to
us now and in advance. If the goods subject to retention of title are sold together with other
goods, the assignment only applies up to the amount of the invoice value of the goods subject to
retention of title that are sold, according to our invoices. When goods to which we hold joint title
are sold, the assignment of receivables applies on a pro-rata basis according to the ownership
rights. The assigned receivables serve as security to the same extent as the goods subject to
retention of title.

6. If the value of the security granted to us above exceeds our purchase price or delivery claims by
more than 20%, we are obligated to release the excess security by request of the buyer or orderer.
7. The orderer has the right to collect receivables from resale unless this right is revoked by us,
which we may do at any time with immediate effect. Under no circumstances does the orderer
have the right to assign the receivables to third parties. By our request, the orderer is obligated to
notify its customers of the assignment immediately and to provide us with the documentation and
information required for collection.

8. In case of seizure or other access to the goods subject to retention of title and the assigned receivables, the buyer or orderer is required to notify us promptly and to inform the respective third
party of our rights.

9. Insofar as the orderer has not obtained documented insurance coverage, the supplier has the
right to insure the delivery item for theft, breakage, fire, water and other damage at the expense
of the orderer.

VII. Warranty

1. The warranty of the supplier applies exclusively to the boilers, burners and their components delivered by the supplier. It applies for a term of 12 months and encompasses the replacement of
defective single components.

2. Performance under the warranty is limited to the delivery of replacements for defective parts. In
case of construction work, the rectification of defects is offered instead of the delivery of replacements.
In any case, only defective parts shall be replaced. Replaced parts become the property
of the supplier. In case the delivery of suitable replacements or the rectification of defects fails,
the orderer may demand an abatement or can withdraw from the contract.

3. Further warranty and compensation claims are excluded. This disclaimer of liability does not
apply in case of death, personal injury, the impairment of health or gross negligence due to an
intentional or negligent breach of duty by the user or a legal representative or assistant of the
user, nor in case of other damages due to an intentional or grossly negligent breach of duty by
the user or a legal representative or assistant of the user. Liability pursuant to Section 478 of the German Civil Code (BGB) is excluded; a discount is granted as compensation of equal value.

4. The warranty obligation of the supplier is eliminated if the system is not operated according to the
operating instructions of the supplier, regardless of whether the error is due to improper operation
or not. This applies correspondingly if work is performed on the system by third parties without
the consent of the supplier, or if the orderer is in default with its payment obligations.

5. The supplier's warranty does not cover frost damage, defective construction, an inadequate flue
system, natural wear, the weakening of seals, rust, chemical or electrical influences, excessive
strain and forcible destruction.

6. To the extent the supplier has warranty obligations, these are eliminated if changes are made to
the system without the supplier's consent or if the system is damaged due to structural obstacles,
fire, explosion, theft, water, frost or similar circumstances within the control of the buyer.

VIII. Other Provisions

1. We assume no liability for technical information, recommendations and advice; in particular,
these can never be construed as the assurance of characteristics.
2. Illustrations, drawings, dimensions, weights and colours contained in catalogues, price lists and
other printed matter constitute approximations in line with industry standards. We reserve the
right to make design or material changes for technical or styling reasons
3. In case of deliveries according to drawings or other information from the orderer that violate thirdparty proprietary rights, the orderer shall indemnify us from all obligations.

IX. Orderer Right of Withdrawal

1. The orderer can withdraw from the contract if performance ultimately becomes impossible for the
supplier prior to the passing of risk.

2. In case of default in terms of Section IV of the delivery terms and conditions where the orderer
grants an adequate period of grace to the supplier in default with the express stipulation that the
acceptance of performance after the end of this grace period is rejected, the orderer has the right
of withdrawal if performance by the supplier does not occur within the grace period.
3. If performance becomes impossible during default of acceptance or through the orderer's fault,
the orderer remains liable for compensation.

4. To the extent permitted by law, all further claims of the orderer are excluded, in particular for
redhibitory action, cancellation or abatement as well as compensation for damages of any kind,
including damages that are not incurred on the delivery item itself, unless the obligation for
damages is based on gross negligence or intent.

X. Supplier Right of Withdrawal

In case of unforeseen events pursuant to Section IV of the delivery terms and conditions, insofar as
they significantly alter the economic impact or content of performance or have a significant impact
on the operations of the supplier, and in case performance subsequently turns out to be impossible,
the contract shall be amended accordingly. To the extent this is not economically justifiable, the supplier has the right to withdraw from the contract in whole or in part. The orderer is not entitled to any claims for damages due to such a withdrawal. If the supplier wants to exercise the right of withdrawal, the supplier has to notify the orderer of its intent promptly after recognising the impact of the event, even if an extension of the delivery time was originally agreed upon with the orderer.

XI. Place of Fulfilment and Jurisdiction

The place of fulfilment for all obligations arising from this contract is Hemer. Written notifications to
the supplier specified in these delivery and payment terms and conditions must be addressed
directly to the registered office of the supplier. Notifications addressed to the representative are
deemed ineffective. The jurisdiction for all disputes arising from the contractual relationship, including
action on a bill of exchange, is Iserlohn. The supplier also has the right to bring action against
the orderer before the orderer's court of jurisdiction.

XII. Applicable Law

The mutual legal relationships shall be subject exclusively to the laws of the Federal Republic of
Germany.

XIII. Binding Force of the Contract

Even if individual points in the provisions of the contract or the delivery and payment terms and
conditions should prove legally ineffective, the contract shall remain binding. Gaps resulting from
the elimination of ineffective provisions shall be filled in good faith according to the intent of the
contract.

G. 16.04.2014 Druck-Nr. 04-14 • Art.Nr. 71-10-57356-GB • Printed in Germany

 

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