General terms and conditions of business
I. Deliveries and services
1. The scope of deliveries and services provided by STEINLE WATERTECHNOLOGY (hereinafter referred to as STEINLE) shall be determined by the mutual written declarations of the contracting parties. However, the general terms and conditions of the client (hereinafter referred to as the "Customer") shall only apply to the extent that STEINLE has expressly agreed to them in writing.
2. All deliveries and services provided by STEINLE are based on the specifications defined and agreed upon with the Client, including the specifications for the STEINLE systems. The process descriptions will be prepared and become part of the contract upon signature.
3. If additional expenses 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, the Client shall reimburse these at the agreed rates or, failing that, at the rates customary in the industry. Furthermore, STEINLE shall be reimbursed for the actual costs incurred due to the additional expenses.
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 subject to change and non-binding. 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 these changes are reasonable for the Customer.
2. Ownership and copyright to offers, plans, illustrations, drawings, calculations, and other offer documents remain reserved. These documents may not be reproduced or made accessible to third parties without the prior consent of STEINLE. Use for the self-production of devices and parts is also prohibited. The offer documents must be returned to STEINLE immediately upon request, particularly if the order is not placed and the Client is not legally obliged to retain them.
III. Prices and payment terms
1. Prices are ex works, excluding packaging, transport, assembly and commissioning plus the applicable statutory
VAT.
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 settlement of the payment arrears.
5. The Customer is not entitled to assign or transfer any claims or rights against STEINLE arising from the business relationship to third parties without STEINLE's consent. The same applies to claims and rights arising directly from the law against STEINLE. Section 354a of the German Commercial Code (HGB) remains unaffected.
6. Furthermore, STEINLE is entitled to refuse performance if, due to circumstances occurring after the conclusion of the contract, it is feared that the consideration from the Customer will not be received in full and on time, unless the Customer provides the consideration in advance, regardless of the scope of delivery, or provides sufficient security. 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 due to 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 interests to which STEINLE is entitled exceeds the amount of all secured claims by more than 20%, STEINLE will, at the Customer's request, release a corresponding portion of the security interests.
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 attachments, confiscations or other compensation or interventions by third parties, the Client must notify STEINLE immediately.
4. In the event of breaches of duty by the Customer, in particular in the event of default in payment, STEINLE shall be entitled to withdraw from the contract and take back the goods; the Customer shall be obliged to surrender the goods.
5. STEINLE is entitled to insure all deliveries at the Customer’s expense against theft, breakage, fire, water and other damage, unless the Customer has demonstrably taken out the insurance itself.
V. Deliveries and delay in delivery and acceptance
1. Compliance with delivery deadlines requires the timely receipt of all documents to be provided by the Client, the necessary approvals and releases, in particular plans, as well as compliance with the agreed payment terms and other obligations by the Client. If these requirements are not met in a timely manner, the deadlines shall 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. mobilisation, 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 damages as a result, the Customer shall be entitled to claim flat-rate compensation of 0.5% for each full week of delay, up to a maximum of 5% of the price for that part of the deliveries which could not be put into proper 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 shall be entitled to withdraw from the contract within the framework of the statutory provisions. Further claims arising from delayed delivery shall be 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 asserts.
6. If the Customer defaults on acceptance or violates other obligations to cooperate, STEINLE shall be entitled to demand compensation for the resulting damage, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the Customer at the time 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 shall pass to the Customer upon handover of the delivery item to the carrier, even in the case of freight-free delivery. This shall also apply if STEINLE transports the goods itself or arranges for transport, even if STEINLE has undertaken the shipment at its own expense or has assumed the delivery. If shipment is delayed for reasons attributable to the Customer, the risk shall pass to the Customer upon notification that the delivery item is ready for shipment.
3. If the Customer so requests, STEINLE will cover the delivery with transport insurance; the Customer shall bear the costs incurred in this regard.
VII. Assembly, commissioning, customer service and maintenance
1. To the extent that STEINLE is obligated to assemble and/or commission the delivered goods, the Customer shall provide all equipment and other prerequisites necessary for smooth execution. The Customer shall support STEINLE in fulfilling the order to the extent necessary, free of charge, by providing, for example, staff, workspace, etc. This obligation applies equally to customer service and maintenance work.
2. Acceptance of STEINLE's services is confirmed by signing the customer service or repair order or by signing separate forms. If no such acceptance occurs, the service is deemed accepted 10 working days after written notification of completion, but no later than upon commissioning of the system. STEINLE will point out the consequences of the expiration of the deadline in the notification.
VIII. Rights in the event of defects
1. The Customer must inspect the delivered goods for defects immediately upon receipt and report any defects in writing without delay, but no later than one week after receipt of the goods, including photographs of the goods in question. Defects that cannot be discovered within this period even after careful inspection must be reported to STEINLE in writing immediately upon discovery.
2. In the event of delivery of defective goods, STEINLE is entitled to subsequent performance, i.e., at STEINLE's discretion, either to remedy the defect or to deliver defect-free goods. STEINLE is entitled to refuse subsequent performance if both types of subsequent performance would only be possible at disproportionate costs for STEINLE. Instead of subsequent performance, a reduction in the agreed price may be demanded or—if the defect is not merely insignificant—the contract may be withdrawn.
3. If only a spare part of the system needs to be replaced, STEINLE may require the Customer to replace the spare part provided by STEINLE itself. STEINLE shall 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 may, at its discretion, withdraw from the contract or demand a reduction of the purchase price (abatement). Withdrawal from the contract is not possible if the defect is only minor. Further rights arising from the delivery of defective goods are governed exclusively by Section VIII of these Terms and Conditions.
6. No warranty shall be provided for defects which are caused by the Customer not carrying out the ongoing maintenance in accordance with the operating and maintenance instructions provided by STEINLE or carrying out such maintenance incorrectly and/or not using the chemicals recommended or supplied by STEINLE.
Also excluded from the warranty are normal wear and tear of wearing parts (especially 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 respect of defects are available only directly to the Client; they are not transferable.
9. Warranty claims shall expire after 12 months from the date of delivery of the goods.
IX. Liability
1. The supplier shall be liable for culpable injury to life, limb, or health caused by its legal representatives or vicarious agents, as well as under the Product Liability Act. Furthermore, the supplier shall be liable for defects that it fraudulently concealed or whose absence it guaranteed.
2. Otherwise, the Supplier shall be liable – for whatever legal reasons – only 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) in the event of negligent conduct is limited to compensation for the foreseeable damage typical for the contract. Otherwise, the supplier's liability pursuant to paragraph (2) is limited to the extent of its liability insurance, except in cases of intent, gross negligence, or breach of essential contractual obligations. The coverage amounts are €1.5 million for personal injury and property damage per incident.
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 may also withdraw from the contract by written declaration if STEINLE has become unable to fulfill the contract in its entirety before the risk is transferred to the Customer. In the event of partial impossibility, the right of withdrawal only exists if the partial delivery or partial performance is demonstrably of no interest to the Customer. Otherwise, the Customer may demand an appropriate price reduction.
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 Buggingen 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 checks, is Freiburg i Brsg.
Baden-Württemberg.
3. German law shall apply 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 16.11.2021
Thomas Steinle, owner
