§ 1 Quotations and orders
All quotations are based on our terms and conditions, which are shown below. The customer acknowledges these terms and conditions by placing the order. Customer terms and conditions which conflict with our terms and conditions, additional or deviating agreements or other subsidiary agreements of whatever type are only binding if they are confirmed in writing by ourselves. We reserve the right to replace the materials offered with those of equivalent quality and to make structural changes if these are induced by further technical developments.
§ 2 Prices
The prices are in principle understood to be without obligation ex delivery works. For agreed carriage paid delivery, the freight fee is advanced by the recipient and the pure freight sum is cut from the invoice amount. We reserve the right to charge for any unavoidable increases in our actual costs (e.g. increase in material costs, wage increases etc.) proportionately. The pricing for installation work starts with the assumption that our work does not meet with any particular difficulties on site (e.g. pipe layouts, work in ducts, interruptions to construction which we are not responsible for, worsening in conditions on the site in comparison with the conditions at the time of acceptance of the order etc.). If any such difficulties arise following acceptance of the order, we are entitled to make a subsequent demand for the additional costs we have incurred on production of proof. Additional costs are charged regardless of the prices agreed if the work deadlines are put back for reasons, which we cannot be held responsible for and which result in additional costs for legal reasons or reasons, which are labour agreement or weather related. Such additional costs are also reimbursed to ourselves if a flat fee was agreed.
§ 3 Installation schedules
All schedules are approximate and will be adhered to as much as possible. Failure to adhere precisely to a schedule neither entitles the customer to withdraw from the contract nor to make claims for compensation. Obstacles such as force majeure, strikes, lockouts, operational disruptions or other unforeseen events in our supply plants or with our upstream suppliers, difficulties in the acquisition of raw materials and fuel, measures of monetary policy or official measures or delayed/inadequate transport provision and blocking or obstruction of transport routes entitle us to choose to postpone or partially or fully relinquish fulfilment of the obligations we have undertaken.
§ 4 Installation work
The areas to be insulated must be made available by the customer in a condition where no preparatory work is necessary prior to fitting the insulation and the possibility of carrying out our work without any obstacles or impediments is guaranteed. The customer must make workers available free of charge as required. Provision of fully operational scaffolds including assembly and modification while taking trade association rules into consideration. Provision of lighting including electricity for tools and machines, fuel for heating bitumen filler and pitch and water close to the point of use and provision of heatable and lockable rooms for the workers plus use of washing and toilet facilities free of charge. The customer is also responsible for the transport of materials to and from the railway and within the building site. If overtime or Sunday work occurs in accordance with the customer's wishes, or if surcharges for difficulties not anticipated at the time of signing the contract come into consideration in the sense of the applicable labour agreements, then wage supplements are levied. If building work, materials, packaging or equipment are lost or suffer damage for which we are not responsible, then the customer assumes liability. The surface of the finished insulation applies for measurement for apparatus and pipework. Flanges are measured. Insulated flanges and piping fittings are calculated specifically. Pipe bends are measured over the largest bend length. Pipes, which are close together and insulated jointly are measured as if they were insulated individually. The clear internal space of the room in question prior to insulation is decisive. Columns, beams, buttresses etc. are measured over the insulation. The VDI directives for thermal and cooling insulation otherwise apply.
§ 5 Acceptance
Following completion our work must be inspected within a week and accepted at a time to be agreed. If the customer does not cooperate with this acceptance, then our work is deemed to be accepted on reaching the time intended for inspection and acceptance. Regardless of this, our work is deemed to be accepted two weeks after completion at the latest. Larger pieces of work must be inspected and accepted in partial sections. If the customer has already put the work or a part of it to use, acceptance is deemed to have occurred from the start of use. This risk passes to the customer on acceptance or putting to use. The same applies if the inspection and acceptance has not occurred within the aforementioned period of one week.
§ 6 Liability, warranty and notice of defects
We carry out our work in line with the accepted codes of engineering practice. The customer must inform us of any defects in writing. When a notice of defect is justified, there is an entitlement to rectification or a price reduction. Claims for rescission, compensation, for whatever reason, are ruled out. Fulfilment or rectification can only be requested to the extent that the cost does not exceed the basic order value. The warranty claim expires after 3 months for material deliveries - calculated from the delivery to the purchaser's premises or the point of receipt designated by the purchaser. For installation work, the period is one year from the point of acceptance. These periods also apply if contractual warranty claims vie with claims due to unauthorised action or if claims are only based on unauthorised action. We are obliged to rectify all defects for which our responsibility is proven during this period with the exclusion of any further reaching liability for other disadvantages, which could arise for the customer in this context provided that these are not covered by our liability insurance. If a defect can be traced back to a specific instruction of the customer, to materials delivered or prescribed by the customer or the quality of input of another company, we are thus exempted from the warranty. The warranty also lapses if changes are made to the system without our agreement or the system is damaged under circumstances, which we are not responsible for. The VDI directives for thermal and cooling insulation apply for the review of technical warranties. We are only obliged to make shipbuilding amendments in German ports. If this should not be possible for whatever reason, we will, following prior agreement with the customer, reimburse the costs in German currency, which would arise for fault rectification in a German port. Samples passed on to the customer are only for viewing purposes. All parts, which are subjected to natural, intensified wear, are exempted from the warranty.
§ 7 Payment
Payments are to be made as follows unless anything to the contrary has been agreed in writing. Within 14 days of invoicing for deliveries, 1/3 on agreement of order, 1/3 on commencement of work, 1/3 within 14 days of issuing of invoice for installation work. Discounts are not permitted. For installation work and for interruptions to work over a long period it is possible on request to make progress payments for the final third in proportion to the value of the materials delivered or the work completed or the wages advanced and always at the point when 1/5, 2/5, 3/5 etc. of the order amount is reached at the latest. If payment periods are exceeded, the relevant valid interest rate for open bank loans is applied. Official reminders are not necessary before a payment delay can be deemed to have occurred. The right to assert further damage due to the delay remains reserved. Cheques and payments by bill of exchange are only accepted with the customary reservation. Payment by bill of exchange requires a particular agreement. We do, however, in principle reserve the right to demand appropriate securities following acceptance of non-cash means of payment, cash payments or immediate deposit of cheque or bill of exchange amounts. Discount, bill of exchange and collection charges are to be met by the customer. Prior to and while carrying out the order we are also entitled to demand immediate payment and/or security regardless of any payment conditions which may have been agreed. If the purchaser refuses to cooperate with this request, we are entitled to refuse to carry out any (further) work in connection with the order without the purchaser being able to bring any claims against us. Offsetting of counter claims and assertion of rights of retention against us are not permissible in any cases. On the other hand, we can offset our claims against claims of the customer towards us, towards our parent company or its subsidiary company.
§ 8 Retention of title and assignment in advance
The materials delivered or installed by ourselves remain our property until complete payment (up to the point of clearance for cheques and bills of exchange) of all claims due to ourselves on whatever legal basis. Handling or processing of the materials provided by ourselves occurs in the sense of § 950 of the German Civil Code for ourselves without any obligation being implied. The materials, which are handled and processed, also serve to secure all claims described above under clause 1. If the materials provided by ourselves are processed together with materials, which do not belong to us, we become joint owners of the new things, which arise in proportion to the invoice value of our materials, which are processed. If our rights of ownership founder due to mixing or processing, then the contractual partner transfers the single or joint ownership rights to us in advance, with the transfer being replaced by the agreement of a complimentary safekeeping arrangement. The customer may resell the materials owned singly and jointly by ourselves for an appropriate price in the proper conduct of business, provided that the customer is not in arrears, for work and with reservation of the right of ownership due to the customer until complete payment. The customer is not entitled to other dispositions for the objects named, especially for assignment of security or hypothecation. The customer assigns any claims for their processing, reselling or loss, damage or decay to us at this point. We must be informed of seizures of third parties immediately. On our request, the customer is obliged to inform purchasers of the assignment. We are also entitled to make the announcement to the purchaser in place of and on behalf of the customer. The sales authorisation granted to the customer only applies if the assignment of claims is legally possible to our benefit. The assigned claims serve to secure our complete claims described under clause 1. We are obliged, on the request of the customer, to release safeguards due to us according to our own choice if their total market value exceeds the claims to be secured according to clause 1 by more than 25%.
§ 9 Power to represent
Those persons who identify themselves as agents of the customer are deemed to be the customer's powers of attorney and their instructions are binding - even if these change the scope of services.
§ 10 Applicability of German law
German law applies exclusively for contractual relations with foreign customers. The application of the Hague Convention on the Sale of Goods of 1/07/1964 is expressly ruled out.
§ 11 Partial invalidity
The contractual stipulations including the general terms and conditions of business remain valid in their remaining points even if individual parts become legally invalid.
§ 12 The place of fulfilment and place of jurisdiction is Minden