GENERAL

Our sales and delivery conditions apply to all agreements, including those concluded at a later stage, to the extent that no special conditions have been agreed in writing.
Deviating sales and delivery conditions of customers are not applicable.
Counter-confirmations by customers with deviating conditions are hereby contradicted.
All orders are exclusively subject to our sales and delivery conditions.


OFFER

All enquiries on the part of the customer or his offers concerning the order as well as our own offers to the customer only become binding once we have confirmed the order in writing; where this is not the case and the order is nonetheless to be performed, the offer and pricing terms are subject to our relevant list prices and delivery conditions (which have been provided) valid at the point in time of delivery of the goods.
Service, weight and measurement details as well as images in the offer, in print material and brochures are approximate and non-binding.
Only those characteristics expressly designated as binding by us in the order confirmation shall be deemed to be such.
In terms of advice and recommendations provided, we shall only be liable where contractual breach exists, and in the case of merchants only where malice exists.
Telegraphic, telephonic and verbal amendments to the offer, modifications or ancillary agreements of any type require our written confirmation in all cases to be valid.
Shortages of raw material, non-delivery by our suppliers, transport difficulties or interruptions of operation as well as cases of force majeure entitle us to withdraw from the contract or to request an appropriate extension of delivery time.
Prices changes are permitted insofar as the customer amends the object of the contract during the production or processing period or where more than six months exist between conclusion of the contract and the agreed delivery date. Where an increase in salaries, material costs and standard market cost prices occurs thereafter up to the time of completion, KALOR Thermotechnik GmbH is entitled to increase the price proportionately in accordance with the cost increases. The purchaser is only entitled to cancellation if the price increase exceeds the general cost of living between the order and the delivery. Where delivery is delayed for reasons not attributable to KALOR Thermotechnik GmbH, same is entitled to refuse delivery and to invoice the services rendered to the extent that no agreement is reached within two months of the price adjustment requirement. Where a contractual partner is a customer according to 24 of the General Terms and Conditions Act, in particular a merchant, price changes are permitted pursuant to the abovementioned regulation where more than 6 weeks exist between conclusion of the contract and the agreed delivery date.
All documentation such as drawings, cost estimates and calculations etc. associated with our offers represent only approximate values to the extent that they are not expressly designated as binding in writing.
Same also remain our property in the event of an order and may not be reproduced or made available to third parties without our approval; conversely, such documentation remains the property of the customer where it is provided by same and must be returned to the customer in full in the event of non-commissioning of an order.
To the extent that drafts have been produced at the request of the customer that exceed the framework of a normal and standard offer compensation must be paid to us in the amount of 5% of the overall total of the order in the event of non-commissioning of the order.
Each subsequent modification to the construction or calculation or measurements etc initiated by the customer shall be invoiced separately. The prices are understood to be ex warehouse in Sonneberg to the extent that no other agreement has been made. Where carriage-free delivery has been agreed, all costs of cartage shall be for the account of the customer.
Our prices are list prices and are understood to be exclusive of statutory VAT. Any discounts and special net prices are only granted under the condition that payment is received within an agreed period. Where the purchaser is in arrears with payment, any discounts and special net prices are forfeited. In this case, the purchaser shall pay the list price without deducting discounts.


ACCEPTANCE OF GOODS

Delivered objects must be accepted by the customer, even if they exhibit insignificant defects.
Partial deliveries are permitted.
In the event of call orders as well, the customer is obliged to accept prematurely delivered goods and to store same at his costs and risk.


PAYMENTS

Payments must, to the extent that we have not specified anything to the contrary in writing, be made subject to the following conditions:
Payment within 8 days of receipt of invoice qualifies for a 2% discount; payment within 30 days shall be net without deductions. Default begins from this point in time.
Acceptance of cheques and bills remains reserved in any event and same are for purposes of processing only. Where the statutory payment deadline is exceeded, interest on arrears in the amount of 2% above the relevant discount rate of our local Landeszentralbank may be levied.
Payments shall also be made independent of the time frame of execution of our orders.
In the case of call orders, payment is due no later than three months after delivery of the goods.
In the event of non-compliance with payment conditions on the part of the customer, we are released from performing our services until the customer has paid the full contractual amount due, whereby individual orders form a unit.
We accept no liability for any damage to the goods once the goods have left our plant.
Where the goods are dispatched by Bahn AG or a logistics company, the recipient of the consignment is solely responsible for applying for compensation in the event of damage.
Insurance for damage incurred during transport is only concluded at the request and for the account of the customer.
Returns of goods delivered shall not be accepted without our prior approval and without any consideration of the reason for rejection of acceptance.
The sender also carries the transport risk for goods returned if the return is performed by us.


CALL ORDERS

Call orders must contain an approximate time and date. Delivery is performed within 3 4 weeks of receiving the call request. Where the agreed will-call date is exceeded by two months, the goods shall be delivered without further consideration and invoiced.


COMPLAINTS

Services provided by KALOR Thermotechnik GmbH are deemed to be accepted by the customer as soon as same receives the object of the service and acceptance is not rejected on the basis of immediate notification of concrete defects. The purchaser is obliged to accept the delivery item. The purchaser is obliged to accept the delivery item within 14 days of receipt of notification that the goods are available or of handover unless he is temporarily unable to accept the goods for reasons not attributable to him. Where the purchaser wilfully or negligently delays acceptance of the purchase object for more than 14 days after receipt of notification of availability of the goods or handover of the delivery item, KALOR Thermotechnik GmbH is entitled to withdraw from the contract or to request compensation for damages on the grounds of non-fulfilment of the contract. Setting of an extension period is not required if the purchaser seriously or finally rejects acceptance or patently is not in a position to pay the purchasing price even within this period.
In the event of a justified complaint, KALOR Thermotechnik GmbH is exclusively entitled in the first instance to repair or replace the goods, at its discretion. Where this is unsuccessful, the customer can select either a reduction in price (decrease) or cancellation of the contract (annulment), as required. With regard to further rights and claims, KALOR Thermotechnik GmbH is only liable in cases of malice and gross negligence. Liability is otherwise excluded. Our guarantee is excluded where the customer disregards operation or maintenance instructions, performs modifications to the products, replaces components or makes use of consumables that do not comply with the original specifications.
Reclamations concerning suppliers of KALOR Thermotechnik GmbH or other third parties can only be considered by KALOR Thermotechnik GmbH once the purchaser has demonstratively requested the third party to implement the guarantee, without success. The purchaser is however not obliged to institute proceedings against the third party.
To the extent that the contractual partner is a customer according to 24 of the General Terms and Conditions Act, in particular a merchant, the customer must inform KALOR Thermotechnik GmbH of non-evident defects without delay, however no later than within three weeks, in writing and including concrete identification of the defects, failing which any guarantee is excluded.
Guarantees for activities performed in terms of the material delivered are excluded, as we have no influence on improper processing.
Sales according to samples are only subject to a guarantee in terms of accepted product quality, whereby we are also unable to accept responsibility for any usage suitability in this regard, as is the case for other deliveries made by us. In case of direct delivery of the goods to the construction site, the customer carries all additional risks to the exclusion of liability on our part. The customer is in this event also required to prove that we have delivered correctly and in full.
Guarantee claims on the part of the customer lapse at a constant percentage rate such that the declaration of value has fully expired at the end of the guarantee period (e.g. guarantee period 5 years / annual decrease in value of guarantee of 20% of invoiced amount). In case of replacement or repair the original guarantee period is under no circumstances extended.


TITLE RETENTION

All objects supplied remain our property until full payment of the total claim including ancillary services has been received.
This also applies if the purchase price for certain objects designated by the customer has been paid or the objects supplied are sold on by the customer. In the latter case, the customer commits to agreeing his title retention when selling on the products.
In the case of current accounts, the retained title serves as a guarantee for our balance claims.
The customer is obliged to immediately inform us of access by third parties to the objects supplied under reservation of title by means of forwarding us the report on assets seized as well as a statutory declaration about the identity of the objects impounded.
The customer grants us an extended retention of title on goods installed by him and procured by us. Consequently, we are entitled to have recourse to the owner of the system in the event of non-fulfilment on the part of the customer under relinquishing of his rights and to demand direct payment for any amounts due.
Where the customer processes goods supplied by us and makes available new object by using these goods, we shall be the manufacturers. Consequently this entitles us to ownership of the new item. In the event of garnishment, the customer is responsible for the costs of intervention. The costs are considered to be ancillary costs of the order. We are at all times entitled, under renouncement by the customer of his right of admission to property, to immediately take ownership of all objects sold as well as to remove systems already constructed and restored, at the start of operation.
Assertion of retention of title as well as garnishment of delivery items by KALOR Thermotechnik GmbH are not considered to be withdrawal from the contract, to the extent that the provisions of the Consumer Credit Law are not applicable, or this is expressly declared by KALOR Thermotechnik GmbH. Where the contractual partner is a customer according to 24 of the General Terms and Conditions Act, in particular a merchant, the following applies: The purchaser is entitled to sell on the delivery items in the normal course of business; however, he hereby cedes to KALOR Thermotechnik GmbH all claims in the amount of the purchase price (including VAT) agreed between KALOR Thermotechnik GmbH and the purchaser that arise from this onward sale, irrespective of whether the delivery items or subsequent performance are sold on. The purchaser is authorised to collect this claim after its cession.
Capacity of KALOR Thermotechnik GmbH to collect the claim itself remains unaffected by this; KALOR Thermotechnik GmbH however commits not to collect the claim as long as the purchaser fulfils his payment obligations in an orderly manner and is not in arrears on payment. Where this is the case however, KALOR Thermotechnik GmbH may demand that the purchaser provide notification of the ceded claims and their debtors, provide all information required for collection, forward the associated documentation and inform the debtor (third party) of the cession.
Processing or redesigning the goods on the part of the purchaser shall in all cases be performed on behalf of KALOR Thermotechnik GmbH. Where delivery items are processed with items not belonging to KALOR Thermotechnik GmbH, KALOR Thermotechnik GmbH procures partial ownership in the new item in relation to the value of the delivery items to the other processed items at the time of processing.
Where the delivery items are inextricably fused with items not belonging to KALOR Thermotechnik GmbH, KALOR Thermotechnik GmbH procures partial ownership of the new item in relation to the value of the delivery items to the other fused items. The purchaser preserves partial ownership for KALOR Thermotechnik GmbH.
The purchaser may neither pledge the delivery items nor assign them as surety. In the case of garnishment or attachment or other availabilities to third parties, the purchaser shall immediately inform KALOR Thermotechnik GmbH in this regard and make available to KALOR Thermotechnik GmbH all details and documentation required for retention of its rights. Executory officers or third parties must be informed as to title. KALOR Thermotechnik GmbH is obliged to release any securities to which it is entitled on request of the purchaser, to the extent that the value of the claim to be secured is greater by more than 20%, where this has not yet been settled. Determinant is the nominal value in the case of claims, the invoiced value in the case of goods supplied by KALOR Thermotechnik GmbH, and the current market value in all other cases.


PLACE OF FULFILMENT AND JURISDICTION

Place of fulfilment for delivery is Sonneberg.
The Sonneberg Local Court is responsible for any legal disputes.
Proceedings can however also be instituted against contractual partners at their local responsible court.


BINDING NATURE OF THE CONTRACT

By commissioning the order, the sales and delivery conditions are considered to have been accepted.
The contract remains binding even where individual items are or become ineffective.