// GTC

General Terms and Conditions of EIGRO Transportkälte GmbH, Rheinbach

§ 1 General information, scope

Our deliveries and services to the customer are carried out exclusively on the basis of these General Terms and Conditions (GTC). We do not recognize any terms and conditions of the customer that conflict with or deviate from these GTC unless we have expressly agreed to their validity in writing. Our GTC shall also apply if we carry out the delivery and service to the customer without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from these GTC.
These GTC only apply to legal entities under public law, special funds under public law and entrepreneurs within the meaning of Section 310 (1) of the German Civil Code (BGB).
All agreements between us and the customer for the purpose of executing this contract are set out in writing in this contract. The contracting parties shall immediately confirm verbal agreements in detail in writing.

§ 2 Offer/order/placement of order

Unless they are limited in time, our offers are always subject to change.
If the customer's order qualifies as an offer in accordance with § 145 BGB, we are entitled to accept it within two weeks. Acceptance can be made by order confirmation or by our delivery or service. We are also entitled to declare the order confirmation at the same time as the invoice. In the event that repair or maintenance work is commissioned, we may also declare acceptance by issuing a work card.
The documents, such as drawings, specifications, materials, samples, tools, models and the like, provided to us by the customer before the order is placed shall be the binding basis for the preparation and elaboration of the offer. Subsequent changes by the customer shall only be binding for us as changes to the order or the contract if we expressly agree to them.
Our order confirmation contains the final and comprehensive description of the services to be provided by us, in particular it is the basis of the technical and commercial performance characteristics and conditions as well as the terms of use and safety regulations.
We reserve the right to charge separately for services that we provide to prepare a cost estimate for installation or repair (outside of the warranty).

§ 3 Documents/samples/drawings

Insofar as we enclose drawings, specifications, models or other documents with our offers, we reserve the property rights and copyrights thereto, unless expressly agreed otherwise.
The customer warrants that the reports, plans, concepts, drawings, lists, analyses and calculations produced by us within the scope of or on the occasion of the order will only be used for its own and the contractually intended purposes and will not be disclosed or published to third parties other than as contractually intended.
We reserve the right to make design changes and other changes to technical data and performance features insofar as they serve technical progress.
We are not bound by obvious mistakes, printing, calculation, spelling and calculation errors.

§ 4 Dates/deliveries

The customer must provide all information and/or material required for the timely execution of the order in good time. Our obligation to meet delivery deadlines and dates is subject to the timely and proper fulfillment of the customer's obligations, in particular his obligations to cooperate and provide materials. The defense of non-performance of the contract remains reserved.
Unless otherwise agreed, the delivery period shall commence with the conclusion of the contract; however, it shall not commence before the order has been fully clarified, all technical questions have been clarified and agreement has been reached on the type of execution.
Compliance with and fulfillment of our delivery and performance obligations requires proper and timely delivery to us.
Unless otherwise stated in the order confirmation, delivery “ex works” or “ex warehouse” is agreed. Delivery “ex works” or “ex warehouse” shall also include delivery from a plant or warehouse outside the Federal Republic of Germany, but within the European Union. If a delivery other than “ex works” or “ex warehouse” is agreed, the customer shall be obliged to carry out the necessary preparatory work and preparations in good time to ensure the agreed type of shipment.
Partial deliveries and deliveries ahead of schedule are permissible insofar as they are reasonable for the customer.
If the delivery or service is not performed by us on time, the customer must grant us a reasonable grace period before asserting further rights to which he is entitled, in particular withdrawal from the contract due to default. This shall not apply if a fixed-date transaction has been expressly agreed.
We shall only be liable for damages due to delayed delivery or performance if a corresponding grace period has been granted and we have been notified in writing of the delay by the customer before the final delivery and informed of the liability claims and their possible amount. Liability shall be limited to 0.5% of the value of the delivery or service affected by the delay for each full week of delay, up to a maximum of 5% of the value of the delivery or service affected by the delay. We reserve the right to prove to the customer that no damage or less damage than that claimed by the customer has occurred as a result of the delay. The limitation of liability pursuant to § 12 shall apply.

§ 5 Packaging

We shall pack the goods at our discretion in a customary manner and at the customer's expense.

§ 6 Shipment, transfer of risk, default of acceptance

Unless otherwise agreed, shipment and transportation shall be carried out at our discretion for the account and at the risk of the customer, as a rule by the cheapest means of transportation..
The risk for the delivery shall pass to the customer at the latest upon dispatch, as well as as soon as the goods are ready for dispatch but cannot be dispatched through no fault of our own. The risk for the delivery shall also pass to the customer upon dispatch if the shipment is made with our own means of transportation or from a place other than the place of performance or if we bear the freight costs.
We will only cover the delivery with transport insurance if the customer expressly requests this and bears the costs incurred in this respect.
If the customer is in default with his obligation to collect or accept the goods or if he does not call off goods ready for dispatch within the agreed period, we shall be entitled to store the goods at the customer's risk at our reasonable discretion and to invoice them as delivered. If the customer is in default of acceptance, collection or call-off, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer. In addition, in this case we shall be entitled to claim a contractual penalty from the customer in the amount of 1% of the value of the goods for each month or part thereof, up to a maximum of 15% of the value of the goods and services, unless the actual costs of storage are higher. If the customer fails to collect goods notified as ready for dispatch as agreed or fails to call them off within the agreed period, we shall be entitled to set the customer a reasonable deadline for the performance of his cooperation, to withdraw from the contract after the unsuccessful expiry of this deadline and to demand a part of the remuneration corresponding to our performance. The further rights and claims to which we are entitled under the law, in particular for damages and the statutory provisions on default of acceptance, shall remain unaffected.

§ 7 Prices, payments

Unless expressly agreed otherwise, our prices are “ex works” excluding packaging, which will be invoiced separately. The prices are exclusive of statutory value added tax, which is shown separately on the invoice at the statutory rate on the day of invoicing.
In the case of orders with a delivery or performance period of more than two months, we reserve the right to adjust the agreed prices appropriately in accordance with the cost changes if there are cost increases after conclusion of the contract, in particular due to collective wage agreements or changes in the price of materials. At the request of the customer, we shall provide evidence of the cost increases.
Unless otherwise agreed, invoices are to be paid by the customer 10 days after dispatch of the invoice (invoice date) without deductions. If the customer does not pay by then, default of payment shall occur.
We only accept bills of exchange by special agreement and only if they are properly taxed and rediscountable. Bill of exchange and discount charges and costs shall be borne by the customer. Cheques and bills of exchange are accepted on account of payment; the payment obligation is only fulfilled when they are honored by cash payment or credit note.
Im Falle eines Zahlungsverzugs sind wir berechtigt, nach den gesetzlichen Bestimmungen Verzugszinsen für das Jahr in Höhe von 8 Prozentpunkten über dem Basiszins sowie weitere, uns nach dem Gesetz zustehende Rechte und Ansprüche geltend zu machen.
In the event of default in payment, we shall be entitled to claim default interest for the year in accordance with the statutory provisions at a rate of 8 percentage points above the prime rate as well as other rights and claims to which we are entitled by law. If, after conclusion of the contract, we become aware of facts, in particular default in payment by the customer with regard to earlier deliveries, which, according to our best judgment, indicate that our claim for payment is jeopardized by a lack of ability to pay, we shall be entitled to declare outstanding payments due immediately and to refuse our own performance until payment is effected or security is provided for them. If payment is not effected or security is not provided within a period set by us, we shall be entitled to withdraw from the contract and demand compensation. Partial deliveries already made shall be due for payment immediately, irrespective of any withdrawal. We reserve the right to assert further rights and claims.
The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by us. The customer shall also have no right of retention due to disputed counterclaims.

§ 8 Retention of title

The delivery items shall remain our property (goods subject to retention of title) until all claims to which we are entitled from the business relationship with the customer have been settled. If a current account relationship exists, the retention of title refers to the recognized balance.
All processing and treatment of the reserved goods shall be carried out by the customer on our behalf. If the reserved goods are processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the invoice value of the reserved goods to the value of the other items at the time of processing. If the goods subject to retention of title are combined with other movable items to form a single item or if the other item is to be regarded as the main item, the customer shall transfer co-ownership to us on a pro rata basis insofar as the main item belongs to him. The customer shall keep the property or co-property for us. In all other respects, the same shall apply to the item created by processing or combination as to the reserved goods.
The customer and we declare that the machines delivered and installed by us. The customer and we declare that the machines, aggregates and equipment supplied and installed by us do not become essential components of the vehicle or the building, but can be separated from it without damaging or changing the substance.
The customer is obliged to handle the reserved goods with care, to store them separately from other goods and to insure them adequately against fire, water and theft at his own expense. The customer shall carry out any necessary maintenance and inspection work in good time at his own expense.
The customer must inform us immediately of any enforcement measures taken by third parties against the reserved goods, handing over the documents necessary for an intervention. This shall also apply to impairments of any other kind. The customer shall bear the costs of extrajudicial efforts to release and recover the goods. This also applies to the costs of a justified judicial intervention if this cannot be recovered from the third party.
In the event of breach of contract and culpable breach of contractual obligations by the customer, in particular in the event of default in payment, we shall be entitled to withdraw from the contract and demand the return of the reserved goods after the unsuccessful expiry of a reasonable deadline set for the customer. The statutory provisions on the dispensability of setting a grace period shall remain unaffected. We shall also be entitled to withdraw from the contract if an application is made to open insolvency proceedings against the assets of the ordering party. If we take back the reserved goods, this shall constitute a withdrawal from the contract. For the purpose of repossession, we shall be entitled to inspect the inventory and condition of the goods subject to retention of title or to have such inspected. to enter the premises of the customer and to remove or dismantle the goods delivered by us from the vehicles or buildings or to separate them properly in any other way. The costs incurred for this shall be borne by the customer.
If the realizable value of the existing securities exceeds the claims to be secured by more than 20%, we shall be obliged to release securities of our choice at the request of the customer.

§ 9 Assembly, repairs, maintenance

Our installation. Repair and maintenance work is carried out in a workmanlike manner. We reserve the right to make necessary or expedient deviations from our offer. We do not guarantee the success of repair or maintenance work on used machines and units that are not covered by a warranty.
Removed and replaced parts shall become our property without compensation. No warranty shall be assumed for work carried out by third parties at the request of the customer. It is also not accepted for repairs that are only carried out provisionally or incompletely at the request of the customer.
Vehicles that are handed over to us for installation, repair or maintenance of a cooling system must be roadworthy. We are authorized to carry out test drives, to transfer the vehicle to special workshops and to assign special work to such workshops. The customer is responsible for ensuring that his vehicle is suitable for installation and repair in terms of its dimensions and weight.
In the case of assembly, repairs and maintenance or servicing work outside our company premises, the customer must secure the work site in such a way that no damage of any kind can be caused by our fitters and that they themselves are not injured. We are entitled to have our fitters inspect the work safety on site; unless otherwise expressly agreed, our in-house safety regulations “EH&S” shall apply as the standard for the inspection of work safety. If the required work safety is not guaranteed, we shall be entitled to suspend assembly, repair, maintenance or servicing work until the customer has adequately secured the work site. We shall not carry out ancillary work. If necessary, such work shall be carried out by the customer at no cost to us prior to the commencement of our work. Furthermore, if necessary, the customer shall provide us with a worker with the necessary tools and equipment free of charge for such ancillary work.
Damage culpably caused by our fitters must be noted immediately by the customer on the work card, if possible, or must be reported to us in writing immediately, at the latest within four days of becoming aware of it.
If the customer or a representative authorized to sign is not present when our work is completed, the work card shall be decisive for invoicing even without the customer's signature. Waiting times for which we are not responsible shall be invoiced in full. We are entitled to invoice the customer for all necessary or reasonable expenses (driving hours, kilometers driven, other travel expenses). Even if the work card has already been signed by the customer or his representative, driving hours and mileage will be added after our fitters have returned to our premises and invoiced accordingly.

§ 10 Warranty

We do not accept any liability for damage that can be traced back:
- incorrect or unsuitable use or handling,
- for non-compliance with our processing, usage and operating instructions;
- faulty assembly, commissioning or repair of the delivery item by the customer or a third party not commissioned by us,
- to natural wear and tear or
- the use of unsuitable operating materials or substitute materials.
In particular, the prerequisite for our warranty is that the customer complies with the inspections and maintenance prescribed by us and/or the manufacturer in accordance with the maintenance schedule.
If our delivery or service is provided in accordance with drawings, specifications, samples, etc. and the customer's requirements, the customer shall assume the risk of suitability for the intended purpose, unless we have expressly confirmed the suitability of the delivery items for this purpose. We shall be liable for defects in the delivery item that arise before the transfer of risk or acceptance to the customer, unless the customer is responsible for a defect or damage or it is based on a defect in the material provided by the customer or on the customer's instructions.
The customer must notify us in writing of obvious defects without delay, at the latest within one week of delivery or acceptance of the goods and services. Hidden defects must be reported to us immediately after their discovery.
If the customer complains about a defect, we may, at our discretion and at our expense, demand that the customer sends or keeps the rejected delivery or service available to us for inspection or subsequent performance. The customer shall reimburse us for the costs incurred by the complaint if it turns out that the delivery or service does not contain a defect.
In the event of a defect, we shall be entitled to choose between replacement delivery or rectification of defective deliveries or services. When choosing the type of subsequent performance, we shall take into account the nature of the defect and the legitimate interests of the customer. We shall bear the expenses necessary for the purpose of subsequent performance. We shall not be liable for any additional costs incurred as a result of the goods being transported to a location other than the place of performance, unless such transportation is in accordance with the intended use of the delivery or service.
If the subsequent performance fails after a reasonable period of time, the customer may, at his discretion, reduce the price, withdraw from the contract or demand compensation. If the customer withdraws from the contract, he shall not be entitled to any additional claim for damages due to the defect. If only part of the delivery is defective, the customer may only withdraw from the entire contract if he has no interest in the remaining part of the delivery and service. Compensation shall be limited to the difference between the purchase price and the value of the defective goods, unless we are responsible for the breach of contract due to fraudulent intent.
If an acceptance procedure has been agreed and carried out, the notification of defects which the customer could have detected during a careful acceptance procedure shall be excluded. This shall apply accordingly if we and the customer have carried out test runs of the delivered systems and machines for the purpose of acceptance.
Insofar as the customer is entitled by law (§ 637 BGB) to remedy the defect himself or have it remedied by third parties at our expense after the unsuccessful expiry of a deadline set for subsequent performance, the customer shall only be entitled to do so if he notifies us in good time beforehand of the exercise of this right and informs us of the expected costs.
The customer can only assert claims and rights due to a defect in the delivery items within a warranty period of 12 months from delivery of the delivery items or acceptance of the services. This shall not apply to claims and rights for which the law prescribes longer periods (five years) for buildings and items for buildings (building materials) pursuant to Section 438 (1) No. 2 BGB and for buildings and related planning and monitoring services pursuant to Section 634 a (1) No. 2 BGB.

§ 11 Force majeure

In cases of force majeure and other unforeseeable or unavoidable damaging events for which we are not responsible, in particular operational disruptions, labor disputes, riots, armed conflicts, the delivery period shall be extended or the delivery date postponed by the duration of the disruption plus a reasonable start-up time, insofar as the disruption has a significant influence on the delivery or service. This shall also apply if these circumstances occur at our suppliers.
We shall inform the customer immediately of the occurrence and end of such a circumstance. If the disruption lasts longer than three months after the originally agreed delivery period has expired, either party may withdraw from the contract. The withdrawal shall extend to the unfulfilled part of the contract, unless the partial deliveries and services rendered are unusable for the customer.

§ 12 Limitation of liability

The above paragraphs and these Terms and Conditions of Delivery and Service conclusively contain our liability and warranty for the deliveries. We are not liable for any other services and obligations arising from the order and exclude other warranty and damage compensation claims of any kind and regardless of the legal nature of the asserted claim, in particular for breach of duty arising from the contractual obligation, from tort and for claims for compensation for loss of profit or for other financial losses of the customer, such as from loss of production of the customer or its customers. In the event of culpable breach of material contractual obligations, we shall only be liable for reasonably foreseeable damage typical of the contract. However, these and any other limitations of liability contained in these GTC shall not apply
- in the event that we are responsible for the damage due to intent or gross negligence,
- in the event that a guarantee assumed by us or a procurement risk assumed by us is breached,
- for liability under the Product Liability Act and
- for liability for damages resulting from culpable injury to life, body or health.
Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our employees, legal representatives and vicarious agents.

§ 13 Other copyrights and rights of use

Insofar as our work results are copyrightable, we remain the author.
Insofar as our deliveries and services include the granting of exploitation and usage rights, this granting shall only take place to the extent that this has been agreed for the order or results from the recognizable circumstances and the contractual purpose of the orders.
Insofar as third parties are to be used for our deliveries and work results, we shall acquire their rights of use to the extent described in the above paragraph and transfer them to the customer; insofar as this is necessary for the order.
If it is not possible to acquire the rights of use to this extent or if there are restrictions on the rights of use or other rights of third parties, we shall inform the customer of this. The customer must observe these restrictions.
We are not obliged to secure the rights of use and exploitation for services and works provided by the customer, or for services and deliveries manufactured according to drawings, models or other information provided by the customer, and we are not liable for the infringement of third-party property rights. In this respect, the customer is obliged to indemnify us against third-party claims.

§ 14 Final provisions

Unless otherwise agreed, the place of performance shall be Rheinbach.
The exclusive and internationally competent place of jurisdiction is Rheinbach. However, we are also entitled to sue the customer at his general place of jurisdiction.
This contract shall be governed exclusively by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

// GTC

General Terms and Conditions of EIGRO Transportkälte GmbH, Rheinbach

24-hour emergency assistance

DIRECTIONS

EIGRO Transportkälte GmbH