Terms and conditions
General terms and conditions of purchase of AQUARENA GmbH
1. Scope of warranty
The general terms and conditions of purchase apply to goods and services rendered to us, in so far as no other agreements have been made. Supplier’s general terms and conditions that contradict our conditions only apply if we have given our written consent. Deviations or conflicting conditions in the contract confirmation apply only if they are expressly indicated by us in writing.
All our orders must be in writing or text form and include any amendments made to orders. Until we receive a written confirmation from you we are permitted to cancel our orders at any time free of charge,
Prices are fixed They include all expenditures pertaining to your goods and services. The agreed price applies in so far as another has not been expressly made, free receiving plant, free receiving stations for shipments. Packaging will only paid for if such a remuneration has been agreed upon. Reductions in prices incurred during delivery to us, granted to a third party, will also be awarded by us. Changes in prices due to subsequent cost increases are excluded in so far as no other agreement has been made. The agreed payment period is 30 days after the receipt of goods and invoice. We pay within 14 days after the receipt of goods and invoice, we grant ourselves a 3% discount which we may subtract from the invoice amount. If the invoice is received later than the goods, the calculation of the discount period of the delivery date is binding. Payments do not constitute acceptance of the goods or services as contracted. In case of incorrect or incomplete goods or services we are, without affecting to our other rights, entitled to withhold payments on claims from the To assign your claims against us to third parties is forbidden. We are entitled to offset counterclaims once the receivables are facing to be offset. Hourly and daily wage labour may only be carried out based on a written agreement including details of the work, the wages, the non-wage labour costs and all other surcharges. The agreed wage rates and surcharges which apply to the contractor’s workforce are applicable. Shifts on sundays, bank holidays, rest day shifts, and extra shifts which we have not specifically requested will be paid according to the same company surcharge as for normal work days. The wages of supervisors and preparatory work will only be specifically remunerated when we expressly requested their provision. If no written agreement has been made, we are entitled to fix the wage dates, non-wage labour costs and surcharges or to refuse the payment. Evidence of the hours worked is to be recorded on timesheets. These must be presented to us on the following day, a copy will be kept by us. The work will be exclusively compensated based on the recognised certificates which are to be p̈̈aid with the invoice.
4. Deadlines and consequences of failing to meet a deadline
Agreed deadline for goods and services are binding. If delays are expected or happen you must inform us in writing immediately. If the agreed deadlines are not kept to in part or in full, the following conditions apply, without request for payment or setting a final deadline. We charge a penalty claim of 0.1%, a maximum of 5% of the value of total order for each calendar day of delay. These demands do not apply when there is unconditional acceptance of a delayed service. We reserve the right to make further damages caused by delay applicable. In addition we can demand fulfillment or compensation, or withdraw from the contract. Any further statutory claims to which we are entitled shall remain unaffected thereby. Premature delivery requires our consent of the purchaser and shall not affect the payment date.
5. Scope of service
The order form which became the basis for the contract is essential. You have to protect our interests during the execution of the work. You may only allocate subcontracts with our consent, so far as it is not solely for the supply of standard parts Delivery schedules are binding as to the nature and quantity of the goods ordered and the delivery time. Partial deliveries require our consent. Each delivery is accompanied by a delivery note stating our order number and the name of the content type and quantity. We may request changes or additions that arise due to change in the planning or execution of the system; for long-term delivery and execution this applies to technological improvements or operational knowledge. In such cases the same conditions and the same price foundation for the original order apply. If changes or additions to the order lead to a price reduction they should be applied.
6. Amounts, weights
We reserve the right to allow additional deliveries and short deliveries. If we fall short of the binding weights, the invoice amount is reduced for this minus at the full average kilogram price. Surpluses will not be compensated. Your weights must be shown on the consignment note for rail shipments. In addition we are entitled to check weights on scales specified by us. The determined weights alone are representative.
7. Characteristics of the material and testing
All parts and materials for which there are DIN norms must conform to those DIN values. Deviations from the DIN norm require our written consent. Without prejudice to your existing warranty obligations we have the right to check the materials and the production in the workshops at any time using suitable methods, as well as to refuse the use of unsuitable materials, to object to improper objections being raised and to return faulty parts.
8. Safety and protection devices
The goods and services must in all parts, including the safety and protection devices, correspond to the terms correspond as stated by law and by the regulatory authorities, professional associations, trade associations and other bodies. You are responsible for ensuring that patents and copyrights are not violated. You have to enable the use, including any repairs, alterations or additions to the goods supplied or the work produced and to release us from all third parties claims. You will pay all damages incurred by us and our successors for infringement of a property right. If a third party is not in use you may take back the costs of the obtained compensation for your services or retract them, also we can claim compensation for the damage suffered.
All deliveries are to be dispatched free of freight charges and additional costs. A freight charge is not made by us. We also pay fees for transportation and other insurance only if this is expressly accepted by us. Cash on delivery packages are not accepted. The transport risk shall always be borne by the supplier. If an inspection is conducted through us in our factory (or with the recipient), the risk will be transferred to us. All costs for acceptance tests shall be borne by the supplier. The shipment must be made in strict accordance with our respective shipping instructions. A delivery notice (twice) for every delivery must be sent to us on the dispatch date. Our order numbers and other remarks should be specified in the delivery notice, freight bills, package labels and in the relevant order correspondence. We are not liable for your property including means of transport, which is lost or damaged or destroyed on our premises through no fault of ours. The same applies to the property of third parties, which is used to fulfill your contractual obligation. You agree to release us from any claims by third parties. All costs due to non-compliance with our shipping instructions shall be borne by the supplier
10. Inspection and complaints
An inspection for obvious defects will take place upon arrival. Hidden defects will be notified if they are discovered in the course of normal business operations. You waive an objection to delayed defects within fourteen days following the discovery of defects. If we send you defective goods back, we are entitled to charge you back the invoice amount plus a handling fee of 5% of the price of the defective goods. We reserve the right of evidence of higher expenses without prior notice. Evidence of lower or no expenses shall be reserved to you.
11. Transfer of risk, loss, property rights
Regardless of the agreed price, the risk during delivery without installation or assembly upon receipt at the specified delivery address and delivery with installation or assembly at the time of acceptance lies with us. Implementation or use does not replace our declaration of acceptance. The supplied goods belong to us following payment. Any prolonged or extended retention of title is excluded.
12. Liability for defects
If the delivery item is defective are claims will be based on the statutory provisions, unless the general conditions of purchase state otherwise. We can carry out the repair ourselves or have a third party do it for us after informing the supplier if operational safety is endangered, or if there is an unusually large amount damages or to maintain our ability to deliver to our customers. The incurred costs are borne by the supplier. The supplier is responsible for all damages and expenses based on defects caused by us directly or indirectly. The expenses for the customary scope of inspection of incoming goods must also be covered, provided that at least parts of the delivery were found to be defective. This also applies to partial or complete inspection of the shipment in the subsequent course of business by us or our customers. Insofar as the supplier serves the third party, he is liäble as a vicarious agent. You will refund our customers and/or our expenses which are incurred beforehand or in connection with liability for defects to premature loss prevention, defence or reduction (eg callbacks). You will reimburse us for the expenses that we are obligated by law to bear for our customers and are due to defects created during delivery. You provide a warranty for complete and proper execution of your obligations, in particular f̈or appropriate and efficient design, flawless execution and operation – each according to the latest technology, so ẗhat you will be liable for any defects that occur within the statutory warranty period. In the case of subsequent fulfillment (§439 BGB), the limitation period is suspended respectively for the period of the complaint until the acceptance of the rectification measures.
The warranty period will start afresh for repair work and replacement parts after acceptance.
As agreed in the contract the following points apply:
a) the agreed service level and agreed consumption figures
b) proper and reliable work
c) the use of the most appropriate material for all parts
d) the quality of construction and state of the art design
e) the observance of the safety instruction provided by the authorities and trade associations.
13. Liability for suppliers
You are responsible for subcontractors to the same extent as you are for your own services.
14. Limitation/Insurance protection
Unless the law is states otherwise you are liable for defects that occur within 36 months of receipt of the supplier’s delivery or acceptance. If the statutory provisions provide a longer limitation period, the statutory limitation rule applies. In the case of subsequent fulfillment, the period is extended by the same length of time in which the delivery item can not be used according to the contract. The same deadlines apply for subsequent fulfillments. The limitation period for claims for defects occurs at earliest two months after the claims of the end users are met. This delay ends no later than 5 years after delivery to us. You agree to sustain insurance coverage for the risks of the appropriate warranty obligations for the duration of the supply relationship. Proof should be provided at our request.
Material provided by us remains our property and is free of charge and is kept isolated from your property with the care of an organised businessman, and should be marked as our property. It may only be used to execute our order. Damage to the material provided must be replaced by you. If you process the material provided or reorganise it, you are doing it for us. We will immediately become owners of the resulting new items. If the provided material is only one part of the new items, , we shall have joint ownership of the new items in the proportion corresponding to the value of the material provided therein.
You must treat all non-public business and technical details which become known to you through the business relationship as confidential and not disclose it to third parties. The production for third parties, the exhibition specially for us, specifically according to our plans, drawings or other special requirements for finished products, publications of these services or orders as well as references to this order made to third parties are subject to our prior written consent. The use of our orders for promotional purposes is prohibited. We point out that we store personal information associated with our business relationship with you and also share this data with our affiliates. We do not pass personal data onto third parties, unless it is a legal obligation to do so.
If non-standard software is included in the delivery, the supplier declares themselves prepared to provide reasonable reimbursement for a period of 5 years from the dispatch of the delivery item according to our specifications changes / improvements to the software. If the software comes from upstream supplier, he must oblige them accordingly
18. Higher authority/Long term inability to deliver
Labour disputes, riots, official measures and other unforeseeable and unavoidable events rid as the supplier and us of obligations for the duration of the disturbance and the extent of their impact. The person concerned shall promptly inform the other party and shall do everything within reason to limit the effects of such events. The person concerned shall promptly inform the other party and shall do everything within reason to limit the effects of such events. The person concerned shall promptly inform the other party of the end of the disturbances. In the case of longer term delivery prevention, cessation of payments or insolvency proceedings, the rejection to commence such proceedings for lack of assets or the commencement of similar proceedings by one of the parties, the other is entitled to withdraw from the contract with respect to the unfulfilled part. If the supplier is affected by any of the preceding events, he will support us to the best of their ability in the relocation of production of the goods supplied to us or to a third party, including a license necessary for the production of industrial property rights by customary conditions. For goods and services carried out in an EU country outside of Germany it is necessary to specify your EU sales tax identification number. Imported goods shall be delivered duty paid. You are required under regulation (EG) No. 1207/2001 to conferstatements and information at your expense, to obtain inspections by the customs authority, and to produce the requisite official confirmations. You are obliged to inform us of any license requirements for (re)exports under German, European and US-American export and customs regulations and export and customs regulations of the country of origin of the goods and services in detail and in writing.
19. Transferability of the contract
Rights from this contract shall only be transferred to third parties with our prior written consent.
20. Other types of contracts
These conditions shall apply mutatis mutandis for contracts of other kinds, in particular for contracts of labour and materials.
The place of performance is the place specified in contract paperwork. Jurisdiction, provided that you are a merchant, legal entity under public law or public law funds, our company headquarters in Böblingen. We are also entitled to take engage you at your place of business. German law applies excluding the UN sales law and the referral provisions of the German International private law. If any provision of these conditions are invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a provision which acheives the original accessible aspired economic purpose asbest as possible.
General Terms and Conditions for Deliveries, Construction, and Assembly Work by AQUARENA GmbH
1. Scope of Application
We shall render our deliveries and performances based exclusively on the following General Terms and Conditions in their currently valid version. All diverging regulations shall be excluded. Other regulations than the ones contained here shall only be valid if we have accepted these regulations through prior written approval by an authorized representative from Management. Our General Terms and Conditions shall apply exclusively even if we unconditionally carry out the delivery to the Customer while being aware of the divergent provisions of the Customer. These GBTC shall also apply for other orders without it being necessary to specifically refer to them another time.
Unless explicitly referred to as binding, all aspects of an offer shall be subject to change. An agreement shall only be concluded once we have confirmed the order in writing or electronically or the goods have been shipped to the Customer. Our order confirmation or, if none exists, our offer shall govern the content of the agreement. With offers designated as binding, acceptance of the offer by the orderer within a period of two weeks after the date the offer was made shall constitute the conclusion of the agreement. Once this period has elapsed, we shall no longer be bound to the offer made.
The agreed-upon prices shall apply. Unless a price agreement has been made, our valid prices on the day the agreement is concluded, which are available for review via the Internet, shall be definitive. It is understood that the applicable statutory value added tax will be added to our prices. They are valid ex works and therefore do not include costs for packaging, freight, postage, or insurance or other shipping costs. We shall have the right to make an appropriate adjustment to the contractual prices for increased costs of labor and materials, rates, taxes, and charges, including price hikes by preliminary suppliers, if the goods are delivered more than four months after the agreement is concluded and the cost increase occurs after the agreement was concluded. Additional services are to be paid for separately. No extra work shall be included in the offer or in the order unless it has been separately itemized with quantities and prices. If we are to perform it anyway, it will need to be paid for separately. Design suggestions and other suggestions, drafts, drawings, and tools supplied by us shall continue to be our property and, as with other documents that we have provided, may not be made accessible to third parties –even in part – without our approval or duplicated. We shall retain proprietary rights and copyrights to drawings, drafts, sketches, calculations, etc; Such documents may not be made accessible to third parties and shall be returned to us free of charge at our request or if the order is not issued.
The Customer shall procure at its expense and in a timely manner the approvals required for executing the agreement, along with any needed for operating the installation. If we help with this, the Customer shall also bear the resulting costs incurred. The order shall be executed as described in the order confirmation. Design drawings shall only be definitive if both we and the Customer have countersigned them. Performance shall be subject to production tolerances. Any specified dimensions are to be regarded as approximate unless they are referred to explicitly as functional dimensions. It is essential for the functional dimensions to already be expressly noted in the order. If the Customer stipulates which material to use, the Customer shall be liable for the correctness of the material selected. Any chemical or other influences occurring in the Customer’s operation for the intended use are to be thoroughly investigated by the Customer and disclosed to us when the Customer selects the material quality.
5. Orderer Obligation
The Customer shall guarantee that the proprietary rights of third parties have not been violated by the delivery of items produced by us according to the Customer’s specifications, drawings, descriptions, drafts, models, etc.
6. Delivery Conditions
The times of delivery shall be non-binding and subject to our being supplied correctly and in a timely fashion unless we have agreed in writing to binding times of delivery. Our obligation to deliver shall be suspended for as long as the Customer has not submitted the required execution documents and approvals to be produced by the Customer is to produce or has not disclosed information. Times of execution must be agreed upon in a timely fashion. To begin assembly, it is required that work on the building or at the construction site be advanced enough so that assembly can be carried out unimpeded. The time of execution shall only begin when all commercial and technical requirements for executing the order have been established and not until all approvals that the Customer is to procure have been provided. Raw material and energy shortages, strikes, lockouts, traffic congestion, official ordinances, missed times of delivery by preliminary suppliers, and operational disruptions, provided that the above-mentioned circumstances are not our responsibility, including acts of nature, shall release us from our delivery obligation for as long as they persist, insofar as they adversely affect our ability to deliver. In the above-mentioned cases, we shall also have the right to withdraw from the agreement if our performance is made impossible or unreasonable for us or if an end to the impediment to performance cannot be foreseen. If we are in default for a delivery, our liability vis-à-vis the company shall be limited to 0.5% – up to a total of max. 5% – of the value of the (partial) delivery affected for each completed work week of the delay. Our delivery obligation shall be suspended for as long as the Customer is in default with us due to an overdue payment liability. If we become aware of facts or circumstances that justify doubts concerning the ability of the Customer to pay (e.g. nonpayment of overdue invoices after reminders have been sent) and the Customer is not prepared to provide sufficient securities despite our demand for it, we shall have the right to withdraw from the agreement fully or in part.
7. Shipping and Passing of Risk
The risk involved with the delivery item shall be transferred to the Customer at the time notification is made that the item is ready for shipping, but no later than when it leaves the manufacturer’s plant, even if partial deliveries are made or if we have assumed other services, e.g. shipping or deliveries and setup at the construction site. If acceptance is necessary, this shall be definitive for the passing of risk. It must be conducted promptly on the acceptance date, or alternatively after we given notice concerning readiness for acceptance. However, fully completed parts of the performance must be accepted by the Customer on demand. The Customer may not refuse acceptance due to the presence of a non-significant defect. Transport insurance or other insurance shall only be concluded at the express wish and expense of the orderer. If shipping is delayed at the request or due to the fault of the buyer, the goods shall be stored at the Customer’s expense and risk. In this case, notification of acceptance readiness shall be regarded as equivalent to shipping. Otherwise, the risk shall pass to the Customer once the goods have been transferred to a forwarding agent or carrier, but no later than once they leave the warehouse. For free delivery to the application site, the unloading point must be easily accessible by vehicles under their own power. Workers and/or suitable machines must be promptly provided by the recipient for unloading. Waiting times will be invoiced. Any additional costs incurred due to slippery conditions, ice, snowfall, or trailer hookup must be borne by the Customer. If the delivery item is to be set up on foundations or base plates built at the construction site, the Customer shall be responsible for ensuring that these installations on the construction site are ready for use. If unloading is not possible upon delivery as specified in the agreement for reasons that are not our responsibility, the Customer must immediately decide what is to happen with the delivery. If the Customer comes into default of acceptance or culpably violates other obligations to cooperate, we shall have the right to demand compensation for any damage incurred in this respect, including any additional expenditures. We reserve the right to make further claims. If the Customer is in default of acceptance, the risk of accidental destruction or deterioration of the goods shall be transferred to the Customer at the time the Customer comes into default.
All prices are to be regarded as ex works and excluding freight, packaging, and value added tax if no other arrangement has been made. Our invoices shall be payable without deduction at the headquarters of our company; discounts and other abatements shall require a special arrangement (currency exchanges or checks shall not be considered as payment until they have been converted). If no special arrangement has been made, the payment shall be due no later than 30 days after shipment/acceptance and the invoice date (or within 14 days of the acceptance date). If, after an order has been accepted, circumstances become apparent that – according to our best judgment – lead to doubts with respect to the Customer’s fulfillment of the agreement, we shall have the right to refuse the provide the performance incumbent upon us until the counter-performance has been rendered or security has been provided. All outstanding payment claims arising from the business relationship shall become payable once this notification has been made. Notwithstanding other claims, we may invoice the customary bank interest in case of default of payment, yet no less than interest of 8% above the respective prime lending rate of the European Central Bank. Furthermore, we may withhold our deliveries or other performances arising from all orders by the Customer until all outstanding payment claims have been completely fulfilled and may demand reasonable security provisions. Only claims that are recognized or finally adjudicated shall be admissible for asserting rights of retention or offsets against our claims.
9. Reservation of Proprietary Rights
The delivered goods shall remain in our possession as conditional goods until all existing payment claims arising from the business relationship have been fulfilled. This shall also be true if individual or all payment claims have been included in a current account and the balance has been struck and recognized. If the conditional goods are joined to other items to form a single entity, and if the other entity is to be regarded as the main entity, then the Customer shall be obligated to transfer a portion of the joint ownership to us to the extent that the main entity belongs to the Customer. If the Customer resells the delivered goods as intended, the Customer shall already at this time assign to us any payment claims against the purchaser arising from the resale, along with all ancillary rights, until all payment claims have been paid off. If justified reasons exist, the Customer shall be obligated on our demand to inform third-party buyers of this assignment, give us the information necessary for asserting its rights, and provide us with documents. The Customer shall commit to only selling the goods delivered by us with the stipulation that it will reserve proprietary rights of these goods until the purchase price has been paid in full and agrees that, if the reservation of proprietary rights ceases due to reselling, joining, processing, or commingling, the Customer will arrange for ownership of the new entity or the resultant payment claim instead. In the event of default of payment or an application to initiate insolvency proceedings against the Customer’s assets, we shall have the right to demand the immediate return of the conditional goods. This retraction shall not constitute withdrawal from the agreement. At the same time, all payment claims shall be immediately payable. If the realizable value of the securities procured for us exceeds our secured claims by more than 10% due to this reservation of proprietary rights alone or in conjunction with other securities, then we shall be obligated to release securities in this respect at our discretion if the Customer so demands. The Customer shall be obligated to insure the conditional goods against all insurable damage. The Customer shall assign to us ahead of time its receivables from the insurance agreements and shall provide us with proof of having concluded the agreements at our request. Access to the conditional goods by third parties or payment claims taking their place shall be disclosed to us by the Customer along with documents.
10. Liability for Defects
Our products are subjected to quality monitoring. Prototypes or samples shall constitute non-binding viewing objects. Slight deviations from them shall not justify lodging complaints. Similarly, deviations, changes, or tolerances within the limits of DIN standards shall not entail defects, such as product or material-related deviations or changes. The use of natural additives may also result in variations in the configuration of our products. Such variation within the corresponding DIN standards shall not constitute a deviation from the agreed-upon, contractually prescribed, or customary configuration. If the Customer is a merchant, it must inform us in writing immediately after delivery of any obvious defects in the goods or as soon as any hidden defects are discovered. Otherwise, the delivery shall be regarded as approved. For material defects and defects of title in the delivery, we guarantee the following, excluding any other claims: At our discretion, we shall rectify or redeliver free of charge any parts that turn out to be defective due to circumstances taking place before the transfer of risk. The discovery of such defects must be reported to us in writing immediately. Replaced parts shall become our property. After reaching an agreement with us, the Customer must give us the necessary time and opportunity to conduct all repairs and/or replacement deliveries that we consider necessary. Otherwise, we shall be released from liability for the resultant consequences. Only in urgent cases involving a threat to operational safety or for preventing disproportionately severe damages, in which case we must be contacted immediately, shall the Customer have the right to eliminate the defects itself or commission third parties to do so and demand reimbursement from us for necessary and reasonable expenditures For replacement deliveries, we will bear the cost for the replacement part, including delivery to the original, contractually arranged delivery location. However, we shall not cover costs for disassembly and installation or other expenses unless the original assembly was conducted by us. Replaced parts shall become our property and must be returned to us. If, at the Customer’s request, the shipment is sent to another location or we perform work on location, the Client shall assume the resultant additional costs incurred. If rectifications or a replacement delivery are impossible or fail at least twice or are not performed by us despite a reasonable deadline, the customer may abate the price, withdraw from the agreement, or demand compensation. Asserting compensation for damages shall require the orderer to prove our guilt. If there is only a non-significant defect, the Customer shall merely have the right to abate the contractual price. Our liability shall be excluded for defects and damages due to unsuitable or improper handling, use, or processing, faulty assembly or initial operation, excessive load, natural wear, faulty or negligent handling, or unsuitable equipment for which we are not to blame. The same shall be true if the object of agreement was produced according to the Customer’s specifications (drawings, descriptions, sketches, drafts, models, etc.) and the defect is attributable to errors or the incompleteness of these documents. To the extent legally permissible, material defects shall lapse for contractors within one year. The guarantee period begins at the time of acceptance, or, if acceptance is not carried out and there is no justifiable reason for it, at the time readiness for acceptance is announced. For the replacement part and repair work, the guarantee shall be 3 months; however, it shall continue at least until the originally agreed-upon guarantee period for the object of agreement lapses. For the elimination of rightly criticized defects, we may either repair them or deliver a replacement at our discretion. We must immediately exercise this right to choose – no later than one weak after clarifying the situation – by stating our choice to the Customer. If replacement deliveries or rectifications fail, or if they require disproportionate time and expenses, the Customer shall have the right to demand an abatement in the purchase price after installation takes place. Liability for damages shall be excluded to the extent legally permissible. We shall not be liable for damages attributable to intent or gross negligence unless the guilt lies with a cardinal obligation and/or an owner or executive of the company. This exclusion of liability shall not apply to cases in which material defects or defects of title due to negligent breach of duty lead to loss of life, physical injury, or detriment to health. Our liability shall be limited to the net merchandise value of the delivery of which the defective object was part. It shall invariably be limited to typically foreseeable damage. If our liability for damage is excluded or limited, this shall also apply to the personal liability for damage of our employees, workers, staff, representatives, and vicarious agents.
The place of fulfillment and place of jurisdiction shall be Böblingen. German law shall exclusively apply. The validity of the United Nations Convention on Contracts for the International Sale of Goods is hereby expressly excluded. If a provision of these Terms and Conditions should be ineffective, this shall not alter the effectiveness of the remaining provisions. The ineffective provision is to be replaced by one that comes closest to achieving the economic purpose originally intended. Jettingen, 2014