Terms and conditions

I. Scope

1. These general terms of delivery apply to all – including future – contracts between the contracting parties regarding deliveries and services.
2. The client’s conditions of purchase do not apply, even in circumstances where they are not expressly contradicted.

II. Offers/conclusion of contract

1. All offers are subject to change other than in individual cases where we declare in writing that an offer is binding for a specific period.
2. No oral collateral agreements shall be concluded.
3. Unless other written agreements are made, the terms of the contract shall be reproduced in binding form in our order confirmation.

III. Prices/payment

1. Our prices are ex works, plus VAT to the applicable amount, and without packaging costs.
2. If no other contractual arrangements are made in writing, the method of payment is as follows:

• Down payment of 40% of the contract value on conclusion of the contract,
• 40% of the contract value on delivery or readiness for dispatch,
• 15% after installation.

The remaining amount is due once the gas tightness test has been successfully completed. If this test is not carried out, for reasons for which we are not responsible, within four weeks of completion of installation, the remaining amount is due immediately.

3. If no other written arrangements have been made, all invoices shall be paid without deductions within ten days of the invoice date.
4. Cheques or bills of exchange will only be accepted on the basis of a separate agreement, and only on account of performance. Cheque charges and bill of exchange charges shall be borne by the purchaser.
5. Offsetting with counterclaims by the client is excluded, unless the counterclaims are established as final and absolute, are uncontested or are approved by us.

IV. Deliveries/delivery periods

1. The delivery period shall not begin before final clarification of all technical details and not before receipt of all other documents and official permits to be procured by the client.
2. In the event of force majeure, industrial action and other disruptions to our operation or that of our suppliers, through no fault of our own, the delivery period shall be extended by the duration of the disruption, provided that we have informed the customer without delay of the reason for and expected duration of the disruption, once it is apparent that the delivery period is no longer feasible.
3. Once the delivery period elapses, the client can set a reasonable extension period for the delivery. Once this extension period has elapsed, the purchaser is entitled to the relevant statutory claims. However, we shall be released from our delivery obligation if the purchaser does not state, when asked by us within the extension period for the delivery, whether it insists on completion of the contract.
4. Transactions for delivery by a fixed date shall not be entered into.
5. When the goods are handed over to a transport company, and on departing the works at the latest, the risk is transferred to the purchaser.

V. The client’s obligation to cooperate

1. The client is obligated to provide to us, at the client’s own risk, all the dimensions and information regarding the planned operation site for the membrane that is to be produced. We shall not carry out an independent verification of this information. The dimensions specified by the client and the specified operation site form the basis for determining a profile, for the structural analysis of the membrane, and for its production.
2. If the plant for which the cover is to be delivered is or will be operated with substances other than renewable raw materials, the client is obligated to inform us of this before conclusion of the contract, so that we shall have the opportunity to select suitable materials to be used for the cover. Please note VIII. 3.
3. If, after readiness for dispatch has been announced, collection or shipping is delayed through the fault of the client, the client shall be deemed in default of acceptance after a set grace period of at least one week has elapsed.
4. In order to help organise a frictionless installation procedure, the client shall ensure

• that the tank is empty and clean,
• that the construction site is accessible to a truck weighing up to 40 t and a mobile crane with a lifting force of 100 t, so that the cargo can be set down directly at the construction site without interim storage,
• that our technicians are informed of local conditions by a representative of the client, and specifically the supply and discharge lines located in the working area,
• that the tank is easily accessible from all sides and the terrain surrounding the tank is at the same height as the baseplate to a distance of at least 4 metres on all sides,
• that the ground is suitable for a travelling scaffold,
• that a forklift (3 t, tine length 2 m) is available on the construction site,
• that power consumed on site is available free of charge, including construction site distribution boards,
• that sanitation facilities are available for the technicians.

5. The client is obligated to comply with the operating regulations, installation instructions and maintenance instructions handed over to the client for the product. If the client is not itself the operator of the plant, the client is obligated to pass on the aforementioned documents to the operator and to inform the operator of the operator’s duty to comply with said specifications.
6. The client is obligated to clear snow and ice away from the tank cover and to keep it free of snow and ice at all times. The client is aware that the tank cover is statically calculated for a snow load of 25 kg/m². If the client is not itself the operator of the plant, the client is obligated to pass on this information and the notice regarding clearing to the operator.

VI. Retention of title

1. The delivered objects shall remain our property until payment in full of all receivables from deliveries of goods and services for the entire business relationship, including incidental claims, claims for damages and claims arising from the encashment of cheques and bills of exchange.
2. The client may sell the reserved goods or install these in its own or a third party structure only in the course of ordinary business operations. This authorisation shall expire if the client is in default of payment or the client’s creditworthiness is reduced.
3. The client hereby relinquishes to the contractor all claims arising from resale of the reserved goods, and all ancillary rights and liens to the amount of the invoice value of the reserved goods. Should the reserved goods be installed, the client hereby relinquishes to us the resultant payment claim to the amount of the invoice value of the reserved goods. We hereby accept the aforementioned relinquishments.
4. The client is authorised, provided it fulfils its payment obligations to us, to collect the relinquished claims. This collection authority shall expire in the event of default on payment by the client or in the event of a significant deterioration of the client’s financial circumstances. In this case, the contractor hereby authorises us to inform its account debtors of this relinquishment and to collect the claim ourselves. To assert the relinquished claims, the client is obliged to provide us with all the necessary information and to authorise us to verify this information. In particular, the client shall provide us, on request, with a detailed list of the claims to which the client is entitled, with names and addresses of the account debtors, the amount of each individual claim, invoice date, terms of payment etc.
5. If the value of the securities provided for us exceeds our total claims by more than 10%, we shall be obligated, at the request of the client, to release securities of our choosing to this amount. Pledging or security transfer of the reserved goods or the relinquished claims shall not be permitted. The client must inform us without delay of any pledges, specifying the garnisher.
6. The client shall store the reserved goods at no cost to us. The client must secure the reserved goods to the customary extent. The client hereby relinquishes any claims to which it is entitled that may arise from compensation claims on insurers or other persons liable to pay damages to the amount of the invoice value for the goods in question. We accept this relinquishment.

VII. Warranty

1. The client shall inspect the delivered goods without delay after receipt of delivery for defects and notify us without delay of any defects identified. A limitation period of ten calendar days from receipt of delivery shall apply to the notification of defects. The client shall submit a complaint for any hidden defects without delay after these are identified.
2. In the case of justified notices of defects, the client shall be entitled to supplementary performance, which we shall comply with either by means of rectification or by delivering a new contractual object, at our discretion.
3. In the event of a significant deviation from the agreed quality, there shall be no claims to withdraw from the contract due to material defects. Deviations of the contractual object compared to previous deliveries or samples are permissible and shall not be considered defects if they comply with the current DIN/EN standards or other applicable technical standards.
4. In the event of notices of defects, the client may withhold payments only to a reasonable amount relative to the defects in question. If a notice of defect is found to be entirely or partially unjustified, we are entitled to demand compensation from the client for any resultant expenses.
5. Rights of recourse as defined in Article 478 of the German Civil Code (BGB) shall only be admissible to the extent that the client has not made any arrangements with its account debtors that go beyond the statutory claims for defects.

VIII. Limitation of liability

1. In cases of breach of contractual or non-contractual obligations, we shall only be liable in cases arising from intent and gross negligence. This limitation does not apply to damages to the legally protected rights to life, protection from bodily harm and personal health or to a culpable breach of fundamental contractual obligations, if this should jeopardise fulfilment of the purpose of the contract, nor does it apply in the event of failure to fulfil a guarantee of quality or durability that was expressly issued by us, or in cases of statutory liability as defined in the German Product Liability Act.
2. We shall not be liable for damages arising from the client or operator or other third parties failing to comply with operating regulations or maintenance instructions. This applies in particular in the event that, contrary to section V. 6. of this agreement, snow or ice is not cleared or is not cleared in good time or not in full. The client hereby indemnifies us from any claims by third parties arising from the aforementioned omissions of duties. Section 1.(2) also applies here.

3. We shall not be liable for damages that might arise if the plant is operated with substances other than those specified by the client before conclusion of the contract. The client hereby indemnifies us from any claims by third parties arising from the aforementioned omissions of duties. Section 1.(2) also applies here.

IX. Copyright

1. We retain the copyright to quotations, draft versions, drawings, calculations and other documents submitted by us to the client.  The client may only pass these on or make these known to third parties after receiving our prior approval.
2. Should we deliver services on the basis of drawings, samples or other specifications from the client, the client shall vouch for the fact that this does not infringe the property rights of third parties. The client shall indemnify us from all third-party claims and shall bear the costs of any necessary prosecution or legal defence.

X. Applicable law/place of jurisdiction/place of performance

1. The Law of the Federal Republic of Germany shall apply, to the exclusion of the UN Convention on Contracts for the International Sale of Goods dated 11 April 1980.
2. The court of jurisdiction and place of performance for the entire contractual relationship is Kreuzau, Germany. The client may also be sued by us at its general place of jurisdiction.