General Terms and Conditions of E.GRUPPE GmbH, 77866 Rheinau

​

1. Contractual Basis

These General Terms and Conditions (“GTC”) apply to all our business relationships with our customers. The GTC apply only if the customer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB), a legal entity under public law, or a special fund under public law. The customer’s terms and conditions shall not apply, even if we do not expressly object to their validity. Deviating or conflicting terms shall therefore apply only if we have expressly agreed to them in writing. This requirement of consent applies in all cases, for example also if we perform deliveries or services for the customer without reservation while being aware of the customer’s GTC.

​

The GTC apply in particular to contracts (i) for the sale and delivery of movable goods (“Goods”), regardless of whether we manufacture the goods ourselves or purchase them from suppliers and resell them, (ii) for the manufacture of a work, or (iii) for the performance of installation services or repair/service services (lit. (i) and lit. (ii) also referred to as “work performance”). Unless otherwise agreed, the GTC in the version valid at the time of the customer’s order or commissioning, or in any case the version last communicated to the customer in text form, shall apply as a framework agreement also to similar future contracts, without the need to refer to them again in each individual case.

​

Individual agreements made with the customer in individual cases (including ancillary agreements, supplements, and amendments) shall in all cases take precedence over these GTC. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.

​

Legally relevant declarations and notifications by the customer relating to a contract (e.g. setting of deadlines, notice of defects, withdrawal, or reduction of price) must be made in writing, i.e. in written or text form (e.g. letter, email, fax). Statutory form requirements and further evidence requirements, in particular in case of doubts about the authority of the declarant, remain unaffected.

​

References to statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall apply unless they are directly amended or expressly excluded in these GTC.

​

2. Offer and Acceptance, Documents

Our offers are non-binding and subject to change. This also applies if we provide the customer with documents and information within the meaning of Section 2.3.

A customer order shall constitute a binding offer to conclude a contract. Unless otherwise stated in the order, we are entitled to accept this offer within four weeks of its receipt. Acceptance may be declared either in writing (e.g. by order confirmation) or by performing the order.

All rights to descriptions, plans, drawings, software, and all other documents and information provided to the customer are reserved exclusively to us. This applies in particular to use, reproduction, distribution, and any other form of exploitation. The customer shall keep such documents and information confidential.

​

3. Prices

Unless otherwise agreed in individual cases, our prices for the respective contractual performance are exclusive of packaging and unloading and plus the applicable statutory VAT. Service and repair services shall be charged on a time-and-material basis unless otherwise agreed. In the case of repair services, we will inform the customer of the expected repair costs upon conclusion of the contract. If the repair cannot be carried out at these costs or if additional work becomes necessary during the repair, the customer’s consent must be obtained if the stated costs are exceeded by more than 15.0%.

​

If a cost estimate with binding prices is requested prior to the performance of service/repair services, the customer must expressly request this. Such a cost estimate shall be binding only if issued in writing and expressly designated as binding.

​

Unless expressly agreed otherwise, packaging, transport, and insurance shall be charged additionally based on actual costs incurred. Any customs duties, fees, taxes, and other public charges shall be borne by the customer.

​

If the delivery or performance period exceeds two months, we are entitled to adjust the agreed prices accordingly if, after conclusion of the contract, changes in wage, energy, material, or raw material costs (in particular copper and metal) and/or costs for auxiliary and operating materials occur, leading to a cumulative increase in our costs of more than 2.0%, and if we are not responsible for such changes.

​

4. Payment, Set-Off

The agreed price for each partial delivery or service shall be due and payable within 30 days of invoicing. In the case of service/repair services that cannot be carried out for reasons not attributable to us (e.g. failure of the defect to occur during inspection, lack of spare parts, missed appointments by the customer, or cancellation of the repair order during performance), the services provided for preparing a cost estimate and any further documented expenses incurred (fault diagnosis time equals working time) shall be invoiced to the customer.

​

Other payment arrangements require written form. Payments shall be deemed made only to the extent that we can freely dispose of them at our bank. Checks and bills of exchange are accepted only on account of payment; any bank charges shall be borne by the customer and are due immediately.

​

We reserve the right to request an advance payment after receipt of the order and acceptance of the offer if there is a justified reason, in particular in the case of first-time customers, high order values, advance material orders, deliveries abroad or services abroad, or customer default. We are entitled to suspend work until the advance payment has been made.

During default, the agreed price shall bear interest at the applicable statutory default interest rate. We reserve the right to claim further damages caused by default. Our claim to commercial interest pursuant to Section 353 of the German Commercial Code (HGB) remains unaffected.

Customer payments shall be credited in accordance with Sections 366 (2) and 367 BGB.

​

Retention of payments or set-off against counterclaims is permissible only if such counterclaims are undisputed or legally established. In the event of defects, the customer’s counter-rights remain unaffected.

​

If, after conclusion of the contract, it becomes apparent that our claim for payment is endangered by the customer’s lack of ability to perform (e.g. application for insolvency proceedings), we are entitled under statutory provisions to refuse performance and, after setting a deadline if applicable, to withdraw from the contract (Section 321 BGB). In the case of contracts for the manufacture of non-fungible goods (custom-made products), we may declare withdrawal immediately.

​

5. Delivery and Performance Periods; Delay

Delivery and performance periods are agreed individually or specified by us upon acceptance of the order.

​

Delivery and performance periods are approximate unless expressly agreed otherwise. Repair and service time indications are estimates and therefore non-binding. Delivery periods begin with dispatch of the order confirmation, but not before receipt of an agreed advance payment. Compliance with deadlines is determined by the transfer of risk pursuant to Section 6.

​

The customer is responsible for clarifying technical issues and obtaining any required official permits or approvals.

​

Delivery/performance periods shall be extended by an appropriate period if certain conditions beyond our responsibility occur (e.g. unresolved technical issues, customer’s acceptance delay, failure to fulfill obligations, force majeure, labor disputes). We will inform the customer without delay if binding deadlines cannot be met.

​

Any reminder or setting of deadlines requires written form.

​

6. Delivery/Performance and Transfer of Risk

The place of delivery or performance shall be agreed with the customer. Unless otherwise agreed, we may determine the shipping method.

Partial deliveries and partial services are permitted unless otherwise agreed.

​

Risk of accidental loss or deterioration passes to the customer upon handover or, in the case of shipment, upon delivery to the carrier. This also applies if we have assumed additional services such as transport.

​

In the case of work performance and agreed acceptance, acceptance is decisive for the transfer of risk. Acceptance shall be deemed to have occurred if the customer is in default of acceptance.

​

If the customer is in default of acceptance, we may claim compensation for additional expenses, calculated at 0.5% of the order value per completed calendar week.

​

7. Retention of Title for Goods and Manufactured Products

Delivered or manufactured goods remain our property until all claims against the customer have been fully settled.

​

In the event of breach of contract, particularly payment default, we may withdraw from the contract after setting a reasonable deadline. Transport costs for repossession shall be borne by the customer.

​

The customer must treat retained goods with care, insure them at replacement value, and may resell them in the ordinary course of business provided there is no payment default. Claims from resale are hereby assigned to us as security.

​

Processing or combination of retained goods results in co-ownership proportionate to value. The customer shall hold such ownership in trust for us.

​

If third parties seize retained goods, the customer must inform us immediately and bear related costs if third parties fail to reimburse them.

Upon request, we shall release securities exceeding our claims by more than 10.0%.

8. Retention of Title and Extended Lien for Service/Repair Services

For service/repair services, we retain title to all parts used until full payment has been received.

​

We are entitled to a lien on the repaired item for all claims arising from the repair contract, including prior related services.

​

9. Customer Cooperation in Work Performance

The customer shall support us at its own expense, ensure safety measures, provide necessary plans, and inform us of applicable safety regulations.

​

If goods were not supplied or installed by us, the customer shall inform us of any industrial property rights and indemnify us against third-party claims.

10. Rights in the Event of Defects

Statutory provisions apply unless otherwise stated. The basis for defect liability is the agreed quality.

​

Defects must be reported in writing without delay; obvious defects within two weeks of delivery, hidden defects within three weeks of discovery.

We may choose between repair or replacement. Further rights depend on statutory provisions.

​

11. General Liability

We are liable in accordance with statutory provisions. In cases of simple negligence, liability is limited to personal injury and essential contractual obligations, and to foreseeable damages.

​

Liability limitations do not apply in cases of fraud, guarantees, or product liability claims.

​

12. Limitation Period

Claims for defects expire after one year from delivery or acceptance, except for construction-related goods and services, for which statutory periods apply.

Claims for damages relating to life, body, health, or product liability follow statutory limitation periods.

​

13. Governing Law and Jurisdiction

Exclusive place of jurisdiction is Rheinau, Germany, if the customer is a merchant or entrepreneur. We may also sue at the customer’s place of jurisdiction or place of performance.

​

German law applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

​

Version dated: 18 October 2021