General Terms and Conditions of Sale, Delivery and Payment of:

rebotherm GmbH

Silberburgstrasse 126

70176 Stuttgart

1. general
– The following terms and conditions apply to our deliveries and services, including ancillary services.

– The customer’s general terms and conditions of purchase are excluded unless we have recognized them in writing.

– Our offers are subject to change. However, supply contracts and all other agreements, including collateral agreements, which, like declarations by our partners, shall only become legally binding upon our written confirmation.

– An order shall only be deemed accepted by our written order confirmation or by delivery of the goods.

– Properties of the delivery item shall only be deemed warranted insofar as we have expressly declared the warranty as such in writing.

– Business mail generated by data processing is legally binding even without a signature.

– We declare that we process and forward all personal data of our customers (buyers) exclusively for business purposes in accordance with the provisions of the Federal Data Protection Act.

2. prizes
– Our prices are exclusive of packaging and exclusive of VAT at the applicable statutory rate. They apply ex works or ex warehouse.
– Confirmed prices shall only apply if the confirmed quantities are accepted.

– For delivery periods of more than 3 months, we reserve the right to adjust prices by up to 10% if a change in the price basis occurs before the delivery date. A new price agreement is required for higher rates. If no agreement is reached, we have the right to withdraw from the contract by written notice.

– For orders for which no prices have been agreed, the prices valid on the day of delivery shall apply.
– Unless otherwise agreed, partial deliveries shall be invoiced separately.

3. terms of payment
– The current terms of payment can be found in the current price and order list or the current offer.
– Invoices for planning and customer services are payable net within 14 days.

– Bills of exchange are not accepted. Checks are only accepted on account of payment and subject to our acceptance in individual cases. All charges associated with payment by check shall be borne by the customer and are due for payment immediately.

– All payments shall always be credited first to interest and costs and then to our oldest claims, regardless of other dispositions by the customer.
– In the event of late payment, we shall charge interest on arrears at the usual bank lending rate plus commission and expenses.

– In the event of default of payment, dishonor of checks, suspension of payment, initiation of proceedings for debt settlement, non-compliance with the terms of payment and in the event of circumstances that are likely to reduce the creditworthiness of the customer, all our claims – even in the case of deferral – shall become due immediately. In addition, we are entitled to carry out outstanding deliveries only against 100% advance payment, to withdraw from the contract after setting a grace period or to demand compensation for non-performance.

– The customer may only offset claims that are undisputed or have been legally established. If the customer has a claim (e.g. from a counter-transaction) against us, we are entitled to offset our claims against his claims. If the mutual claims are due at different times, they are settled on the value date. In the case of current payment transactions, our authorization refers to the balance.

4. reservation of title
– The delivered goods remain our property until full payment has been made (reserved goods), in legal transactions with merchants until all our current and future claims arising from the business relationship with the customer have been paid.
– The handling and processing of goods supplied by us and still owned by us shall always be carried out on our behalf without any liabilities arising for us. If the goods delivered by us are mixed or combined with other items, the customer assigns to us (co-)ownership of the resulting item in the ratio of the invoice value of our reserved goods to the invoice value of the other goods used.

– The customer is only entitled to sell the reserved goods in the ordinary course of business. Pledges or transfers of ownership by way of security are not permitted. The customer hereby assigns to us all claims in the amount of the invoice value of the goods subject to retention of title which accrue to him from the sale of goods subject to retention of title, also within the framework of contracts for work and services and supply contracts, against the customer or third parties. Subject to revocation, the customer is authorized to collect the claims assigned in advance. The right to resell and collect the assigned claims shall lapse in the event of suspension of payments, application for or opening of insolvency proceedings, judicial or extrajudicial composition proceedings. The customer is obliged to ensure that his customer receives any consent reserved for assignment to us in the required form.

– The customer must inform us immediately of any seizures and other interventions by third parties on the reserved goods.
– Insofar as the Consumer Credit Act does not apply, we shall be entitled in the event of default of payment to demand the return of the goods subject to retention of title for our security without first withdrawing from the contract or setting a grace period in accordance with § 326 BGB.
– If the value of the security existing for us exceeds our total claim by more than 20%, we shall be obliged to retransfer or release securities of our choice at the request of the customer.

– To secure all our claims arising from the business relationship, including future claims, the customer hereby assigns to us all claims (including those from current accounts) with ancillary rights arising from the resale and other uses of the reserved goods (e.g. combination, processing, installation in buildings).

5. delivery and performance
– Delivery shall be ex warehouse or ex manufacturer’s works for the account of the customer, carriage forward, to the place of use, provided that the place of use can be reached by trucks on roads that are passable regardless of the weather.
– The shipping route, transportation and packaging or other safeguards are at our discretion. The customer shall bear the transportation risk in all cases. We are entitled, but not obliged, to insure deliveries in the name and for the account of the customer.
– Any damage or loss must be certified by the carrier on the consignment note immediately upon receipt of the goods by the customer and claims must be asserted.

6. delivery time
– Delivery times are approximate only. Delivery periods shall commence on the date of our order confirmation, but not before the customer has clarified the requirements for proper execution of the contract. Partial deliveries and early deliveries are permitted.
– If the customer violates its obligation to cooperate (e.g. by refusing to accept the goods or by not calling them off in good time), we shall be entitled, after setting a reasonable grace period to no avail, to take the necessary measures ourselves and to deliver the goods or to withdraw from the unfulfilled part of the contract or to demand compensation.
– If the goods are not accepted in full as agreed, we shall be entitled to store or dispatch them. The goods are then deemed to have been accepted.
– Events of force majeure shall extend the delivery time appropriately. In this case, we are also entitled to withdraw from the contract. Strikes, lockouts, operational disruptions or other unforeseeable events shall have the same priority as force majeure. This shall also apply if the aforementioned circumstances occur during the delay or at one of our subcontractors. If these events occur at the customer’s premises, the same legal consequences shall apply to the customer’s obligation to take delivery.
– In the event of a delay in delivery, the customer shall grant us a reasonable grace period of at least 4 weeks in the event of extraordinary events which we were unable to avert despite reasonable care – even if they occur at the upstream supplier – insofar as they have a significant influence on the completion or delivery of the ordered goods. This includes, in particular, delays in the delivery of raw and auxiliary materials or parts.
– In all cases of delayed delivery, both claims for damages by the customer due to delayed delivery and claims for damages in lieu of delivery shall only be admissible in the event of intent or gross negligence, even after expiry of any grace period granted to us.

7. redemption
– The return of material from a delivery is excluded. Other regulations require our written confirmation.
8. liability
– Claims for damages of any kind (e.g. due to delay, impossibility of performance, culpable breach of contract, culpa in contrahendo and tort) are also excluded outside the area of warranty, unless the damage was caused by us intentionally or through gross negligence. The exclusion of liability shall apply to the same extent to our vicarious agents and assistants.
If we are liable, our liability is limited to the damage foreseeable at the time the contract was concluded.
– Exclusion and limitation of liability shall not apply in cases in which we are liable under the Product Liability Act for property damage and personal injury to privately used items.

9. warranty
– Unless otherwise agreed, we provide the warranty specified by the manufacturer for the goods delivered by us. It extends up to 25 years for the products and begins after delivery or commissioning of the system by us or third parties commissioned by us.
– We guarantee warranted properties and freedom from defects in accordance with the respective state of the art. We reserve the right and shall not be entitled to give notice of defects if we make changes in the design and/or execution which serve to improve and/or further develop the goods.
– We provide a warranty for the products supplied by us by repairing or replacing, at our discretion and free of charge, all parts that are demonstrably defective in material or defective due to faulty workmanship. Further claims, such as liability for consequential damages, non-fulfillment and delay as well as conversion, reduction, compensation (e.g. installation and removal costs, travel costs) or withdrawal from the contract are excluded.
– The warranty for spare parts supplied or repairs carried out within the scope of the warranty shall be provided to the same extent as for the original delivery item. However, the time is limited to the warranty period of the original delivery item. Negotiations about complaints do not lead to our waiver of the objection that the complaint was not made in good time and sufficiently. Defects can only be acknowledged by us or by persons authorized by us.
– We shall only accept liability for planning services provided by us at the customer’s request to the extent that we correct our demonstrably faulty planning services or provide new ones at our discretion. If no damage was caused by intentional or grossly negligent action, any further liability for our planning services is excluded.
– Defects must be reported to us in writing immediately, at the latest 2 weeks after their discovery. If the delivered item has defects that do not impair its value or only insignificantly impair its usability, or if it lacks a warranted characteristic, we shall rectify the defect free of charge within a reasonable period of time or remedy it by delivering a replacement. The customer must give us the time and opportunity to do so. If changes or repairs are made to the defective item without our express consent, we shall be released from liability for defects.
– Failure to observe the installation, operating and maintenance instructions, improper modifications or repair work by the purchaser or third parties, the effects of parts of third-party origin, improper use of the system or continued use despite the occurrence of a defect shall invalidate the warranty.
– If parts for which a warranty claim is made are removed with our consent, they must be sent to us free of charge. Replacement parts become our property.

10 Place of jurisdiction and choice of law
– Our registered office shall be the sole place of jurisdiction for all disputes arising from the contractual relationship. However, we are also entitled to bring an action at the customer’s head office.
– In addition to the contractual provisions, the law of the Federal Republic of Germany applicable to the legal designations of domestic parties shall apply exclusively. The application of the uniform sales law of the Hague Convention of 1964 and the Vienna CISG Convention of 11.4. 1980 is excluded.
11. severability clause
– Should a provision in these GTC or a provision within the framework of the other agreements between the customer and us be or become invalid, this shall not affect the validity of all other provisions or agreements.