General Terms and Conditions of the Abwaclean Group
I. Deliveries and services
1. The scope of deliveries and services of the Abwaclean group of companies, consisting of Abwaclean EWU GmbH and STEINLE WATERTECHNOLOGY, hereinafter STEINLE, is determined by the mutual written declarations of the contracting parties. However, the general terms and conditions of the client, hereinafter AG, only apply to the extent that STEINLE has expressly agreed to them in writing.
2. The basis for all deliveries and services from STEINLE are the service descriptions agreed and agreed with the client with the task for the STEINLE systems. The process descriptions are created and become part of the order after signing.
3. If additional costs arise for STEINLE due to a subsequent change to the service description by the Client or due to other circumstances for which the Client is responsible, these will be reimbursed by the Client at the agreed rates or, alternatively, at the rates customary in the industry. In addition, STEINLE must be reimbursed for the costs actually incurred due to the additional costs.
II. Offer and offer documents
1. Offers are based on the product water analysis values and offer documents provided by the customer, such as drawings, illustrations, descriptions, weight and other dimensions, etc. are non-binding and subject to change. They only become part of the contract if they are expressly included in an order confirmation from STEINLE. STEINLE expressly reserves the right to make design and material changes, provided that these changes are reasonable for the customer.
2. Ownership and copyright of offers, plans, illustrations, drawings, calculations and other offer documents are reserved. These documents may not be copied or made available to third parties without the prior consent of STEINLE. Use for the self-production of devices and parts is also not permitted. The offer documents must be returned to STEINLE immediately upon request, in particular if the order is not placed and the customer is not legally obliged to keep them.
III. Prices and payment conditions
1. Prices are ex works, excluding packaging, transport, assembly and commissioning.
plus the applicable sales tax.
2. The amounts for the deliveries and services will be invoiced as follows:
50% deposit immediately after receipt of order confirmation
30% after half the delivery time
10% upon notification of readiness for dispatch
5% after start of installation
5% after commissioning
3. All invoices are due for payment immediately upon receipt without deduction.
4. In the event of payment arrears, STEINLE is entitled to make further deliveries dependent on the complete elimination of the payment arrears.
5. The customer is not entitled to assign or transfer claims against STEINLE or rights arising from the business relationship to third parties without the consent of STEINLE. The same applies to claims and rights arising directly against STEINLE by law. Section 354a of the German Commercial Code remains unaffected.
6. In addition, STEINLE is entitled to refuse performance if, due to a circumstance that occurred after the conclusion of the contract, there is reason to fear that the consideration from the customer will not be received in full and on time, unless the customer provides the consideration in advance or provides sufficient security, regardless of the scope of delivery. This applies in particular if STEINLE's credit insurer has refused to insure the price of the delivery item after the conclusion of the contract for reasons of the customer's creditworthiness.
IV. Retention of title and insurance
1. The items delivered (reserved goods) remain the property of STEINLE until all claims to which STEINLE is entitled have been fulfilled. If the value of all security rights to which STEINLE is entitled exceeds the amount of all secured claims by more than 20%, STEINLE will release a corresponding portion of the security rights at the request of the customer.
2. While the retention of title exists, the Customer is prohibited from pledging or transferring the goods as security and is only permitted to resell the goods in the ordinary course of business on the condition that the Customer receives payment from its customer or makes the reservation that ownership will only pass to the customer once the customer has fulfilled its payment obligations.
3. In the event of seizures, confiscations or other compensation or interventions by third parties, the Client must notify STEINLE immediately.
4. In the event of a breach of duty by the Customer, in particular in the event of late payment, STEINLE is entitled to withdraw from the contract and take back the goods; the Customer is obliged to hand them over.
5. STEINLE is entitled to insure all deliveries against theft, breakage, fire, water and other damage at the expense of the Customer, unless the Customer has proven that he has taken out the insurance himself.
V. Deliveries and delay in delivery and acceptance
1. Compliance with delivery deadlines requires the timely receipt of all documents to be supplied by the customer, the necessary approvals and releases, in particular plans, as well as compliance with the agreed payment terms and other obligations by the customer. If these requirements are not met in a timely manner, the deadlines will be extended accordingly; this does not apply if STEINLE is responsible for the delay.
2. If non-compliance with the deadlines is due to force majeure, e.g. mobilization, war, riots, or similar events, e.g. strikes, lockouts, the deadlines shall be extended accordingly.
3. If STEINLE is in default and the Customer suffers damage as a result, the Customer shall be entitled to demand a flat-rate compensation of 0.5% for each full week of delay, but a maximum of 5% of the price for the part of the deliveries that could not be put into appropriate operation due to the delay.
4. If the customer sets STEINLE a reasonable deadline for performance after the due date - taking into account the statutory exceptions - and the deadline is not met, the customer is entitled to withdraw from the contract within the framework of the statutory provisions. Further claims arising from delayed delivery are governed exclusively by Section VIII of these terms and conditions.
5. The Customer is obliged to inform STEINLE, upon request, within a reasonable period of time whether it still insists on delivery due to the delay in delivery and/or which of its claims and rights it is asserting.
6. If the customer defaults on acceptance or violates other obligations to cooperate, STEINLE is entitled to demand compensation for the damage incurred, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the purchased item passes to the customer at the time at which the customer defaults on acceptance.
VI. Transfer of risk
1. Unless otherwise stated in the order confirmation, delivery is ex works without packaging.
2. In all cases – including the risk of seizure – the risk passes to the customer when the delivery item is handed over to the transport person, even in the case of freight-free delivery. This also applies if STEINLE transports the item itself or has it transported, even if STEINLE has taken over the shipment at its own expense or has taken over the delivery. If the shipment is delayed for reasons attributable to the customer, the risk passes to the customer when the customer is notified that the delivery item is ready for shipment.
3. If the customer so wishes, STEINLE will cover the delivery with transport insurance; the customer will bear the costs incurred in this regard.
VII. Assembly, commissioning, customer service and maintenance
1. If STEINLE is obliged to assemble and/or commission the delivered goods, the customer must create all devices and other requirements that are necessary for unhindered execution. The customer will support STEINLE in fulfilling the order to the extent necessary and free of charge, for example by making employees, work spaces, etc. available. This obligation applies equally to customer service and maintenance work.
2. Acceptance of STEINLE's service occurs by signing the customer service or repair order or on separate forms. If no such acceptance takes place, the service is deemed to have been accepted after 10 working days have passed since written notification of completion, but no later than when the system is put into operation. In the notification, STEINLE will point out the consequences of the expiry of the deadline.
VIII. Warranty rights
1. The customer must inspect the delivered goods for defects immediately after receipt and report these in writing without delay, but no later than one week after receipt of the goods, and attach photographs of the delivery items complained about. Defects that cannot be discovered within this period even after careful inspection must be reported to STEINLE in writing immediately after discovery.
2. If defective goods are delivered, STEINLE is entitled to subsequent performance, i.e., at STEINLE's discretion, to remedy the defect or to deliver defect-free goods. STEINLE is entitled to refuse subsequent performance if both types of subsequent performance are only possible for STEINLE at disproportionate costs. Instead of subsequent performance, a reduction in the agreed price can then be demanded or - if the defect is not only insignificant - the contract can be withdrawn.
3. If only a spare part of the system needs to be replaced, STEINLE can request that the customer replace the spare part provided by STEINLE himself. STEINLE will bear the costs for this.
4. The Customer shall send the defective delivery item to STEINLE for subsequent performance at its own risk, provided that it has not yet been installed as intended.
5. If subsequent performance ultimately fails after a reasonable period of time, the customer can, at his discretion, withdraw from the contract or demand a reduction in the purchase price (reduction). Withdrawal from the contract is not possible if the defect is only insignificant. Other rights due to the delivery of defective goods are determined exclusively by Section VIII of these terms and conditions.
6. There is no warranty for defects that are caused by the fact that the customer does not carry out the ongoing maintenance in accordance with the operating and maintenance instructions provided by STEINLE or does so incorrectly and/or does not use the chemicals recommended or supplied by STEINLE.
Also excluded from the warranty are normal wear and tear of wearing parts (in particular electrical parts, pumps, electronic parts, control valves, filters), frost and water damage and damage caused by improper use or operation.
7. The warranty rights do not extend to the suitability of the delivery item for the intended use by the customer, unless this has been agreed in writing.
8. Rights in connection with defects are available only directly to the Client; they are not transferable.
9. Warranty claims expire after 12 months from the date of delivery of the goods.
IX. Liability
1. The supplier is liable for culpable injury to life, body or health caused by its legal representatives or vicarious agents, as well as under the Product Liability Act. The supplier is also liable for defects that it fraudulently concealed or whose absence it guaranteed.
2. Otherwise, the supplier shall only be liable – for whatever legal reasons – for intent and gross negligence as well as for the culpable breach of essential contractual obligations (cardinal obligations).
3. The liability of the supplier and its legal representatives and vicarious agents pursuant to paragraph (2) is limited to compensation for the foreseeable damage typical of the contract in the event of negligent action. In all other cases, the supplier is liable pursuant to paragraph (2), except in the case of intent, gross negligence or the violation of essential contractual obligations, only within the scope of its liability insurance. The coverage amounts are € 1.5 million for personal injury and property damage per damaging event.
4. Further claims are excluded.
X. Withdrawal, exclusion of obligation to perform
1. Apart from the other cases regulated in these terms and conditions, the customer can also withdraw from the contract by written declaration if it has become impossible for STEINLE to fulfil the contract before the risk has passed to the customer. In the case of partial impossibility, the right to withdraw only exists if the partial delivery or partial service is demonstrably of no interest to the customer; otherwise, the customer can demand an appropriate reduction in the price.
Any further claims by the AG against STEINLE are excluded.
2. If the impossibility is not the responsibility of either contracting party, STEINLE shall be entitled to a portion of the remuneration corresponding to the service provided.
XI. Place of performance, jurisdiction, applicable law and other
1. Unless otherwise stated in the order confirmation, the place of performance for all claims arising from the business relationship is Breisach am Rhein in Baden-Württemberg.
2. The exclusive place of jurisdiction for all claims arising from the business relationship, including those arising from bills of exchange and cheques, is Breisach am Rhein in Baden-Württemberg.
3. German law applies exclusively, excluding the provisions of international agreements, in particular the Hague Uniform Sales Law and the UN Convention on Contracts for the International Sale of Goods.
4. Should any provision of these Terms and Conditions or any provision within the framework of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements.
Eschbach 19.10.2023
Thomas Steinle, Owner / Managing Director
