I. Validity of the General Terms and Conditions

All services and deliveries of ThermoExpert Deutschland GmbH are provided exclusively on the basis of the specific contract in conjunction with these General Terms and Conditions (hereinafter referred to as GTC). With the placing of the order by the customer, at the latest with the acceptance of the delivery items, the customer recognizes the sole binding nature of these GTC. Deviating terms and conditions of our customers shall not apply, even if we do not expressly object to them or if we carry out or accept deliveries and services without reservation in the knowledge of conflicting GTC.
These GTC apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) BGB.
Offers, conclusion of contract and content of contract

1) Our contractual offers are subject to change and are to be understood merely as an invitation to place an order.

2) A contract is only concluded by our written order confirmation that corresponds to the customer's order, at the latest by a delivery by us. Verbal declarations require confirmation in text form to be effective.

The scope of the performance owed by us shall be determined exclusively by our order confirmation (including these GTC). An order confirmation that differs in content from the customer's order shall be deemed accepted by the customer unless the customer objects to it within three working days of receipt.
If the delivery item is to serve special purposes of the customer or has special requirements, these purposes or requirements shall only become part of the contract if they are expressly and fully specified by the customer in the order and expressly confirmed by us in the order confirmation.
We shall only be obliged to commission the items delivered by us if this is expressly confirmed in the order confirmation.

We reserve the right to make changes to the technical concept on which the offer is based, provided that this does not impair the performance and quality of the delivery item offered or any agreed purpose. We shall inform the customer of such changes in writing within one week of the change to the concept.

III. documents / documentation

We reserve all rights to the illustrations, drawings, calculations, technical information and other documents provided to us, unless these are expressly intended for the commissioning or operation of the subject matter of the contract or for advertising purposes. Illustrations, drawings, calculations, technical information and other documents which are not expressly intended for the commissioning or operation of the subject matter of the contract or for advertising purposes may not be reproduced or made accessible to third parties without our express written consent. They may only be used for the contractual purposes and returned to us at our request if they are no longer required by the customer in the ordinary course of business and in compliance with any existing retention obligations. Existing copies are to be destroyed by the customer.
All illustrations, drawings, calculations, technical information, other documents and weight and dimensional data provided by us contain approximate information. They are therefore not binding unless they are expressly designated as binding by us.

IV. Terms of delivery

Unless otherwise agreed, our deliveries shall be made FCA Stapelfeld (Brookstieg 1) in accordance with Incoterms 2020. The risk of accidental loss and accidental deterioration shall pass to the customer upon handover of the delivery items to the logistics service provider (forwarding agent or carrier).
If, at the customer's request, we agree to organize the transport of the delivery items to another place of delivery, our delivery shall continue to be FCA in accordance with Incoterms 2020. The costs and risk of such transport of the delivery items to the place of delivery shall be borne by the buyer. On our part, the price of the goods shall be increased by a flat-rate shipping fee valid at the time of dispatch on the basis of standard packaging; special packaging and special transportation (e.g. express delivery) shall be charged separately. Insurance against transport and fire damage as well as destruction of the delivery items during transport shall only be taken out at the customer's expense if the customer so requests; we shall not be obliged to insure the delivery items in this respect.
Shipments abroad shall be made exclusively on the basis of the following conditions:
If the place of destination is within the European Economic Area, delivery shall be carriage paid in accordance with the CPT clause of the INCOTERMS.
If the place of destination is outside the European Economic Area, delivery shall be made duty unpaid in accordance with clause DAP of the [■].
Partial deliveries are permitted, provided that (i) the partial delivery can be used by the customer within the scope of the contractual purpose, (ii) the delivery of the remaining ordered delivery items is ensured, and (iii) the customer does not incur any significant additional work or additional costs as a result.

V. Delivery time and delay

Delivery times communicated by us shall only be binding if (i) they are marked as binding by us in the order confirmation, the customer has provided us with all information/documents required for the execution of the delivery in good time and the customer has made any agreed down payments as agreed.
The delivery time shall be deemed to have been met if the consignment has been made available for collection at the agreed delivery time If shipment to the customer has been agreed, the delivery time shall be deemed to have been met if the consignment has been made available at the agreed delivery time and the transport company has been instructed to collect it. In the case of additional or extension orders placed by the customer at a later date, the deadlines shall be extended accordingly.
Disruptions in our production, in the provision of our services and/or in the transportation of the shipment to the customer due to the coronavirus or other events of force majeure (e.g. war, acts of terrorism, epidemics, natural disasters, strikes, lockouts, occupation of factories and premises, official measures, shortages of energy, materials or raw materials, fire or other disruptions) shall not affect the delivery time, shortages of energy, materials or raw materials, fire and explosion damage, traffic and operational disruptions, acts of government (whether lawful or unlawful), for which we are not responsible and which make it temporarily impossible or considerably more difficult for us to fulfill our delivery obligation, shall release us from the obligation to deliver on time for the duration of the disruption. This shall also apply if the aforementioned circumstances occur at upstream suppliers. We are not obliged to procure replacement goods from third parties during the disruption. Any agreed delivery periods shall be extended by the duration of the disruption. We shall inform the customer of the occurrence and end of the disruption in an appropriate manner as soon as possible. If the end of the disruption is not foreseeable or if it lasts longer than three months, the customer and we are entitled to withdraw from the contract with regard to the affected scope of performance without observing a deadline.
Our obligation to deliver such delivery items for which we procure raw materials and/or components from suppliers is subject to correct and timely self-supply.
The customer shall bear the additional costs of any interruption or delay in the services owed by us caused by him.
If the customer is in default of acceptance or if he violates other acts of cooperation incumbent upon him, we shall be entitled - without prejudice to our other rights - to store the delivery item appropriately at the customer's risk and expense or - in the event of a breach of duty by the customer - to withdraw from the contract. In this case, the warehouse receipt or the carrier's certificate of acceptance shall be deemed proof of delivery in accordance with the contract.

VI Prices and terms of payment

If, in the case of call-off or forward orders, only part of the agreed quantity is accepted by the customer within the agreed period, we shall be entitled, at our discretion, either to charge the price applicable to this batch size for the part delivered or to deliver and pay for the quantity not yet called off.

Unless otherwise contractually agreed, our invoices are due for payment without deduction within 14 days of the invoice date. In the event of late payment, we shall be entitled to demand default interest from the customer at the statutory rate. We shall also be entitled to claim liquidated damages in accordance with Section 288 (5) BGB and any higher damages caused by default.
Payment by bank transfer shall only be deemed to have been made when the amount has been irrevocably credited to the account specified by us without any deductions.

If the customer is in default with his obligations and our delivery or service is delayed as a result, payments shall be made as if the delay had not occurred.
The customer shall only be entitled to offset counterclaims or withhold payments due to such claims if his counterclaims are undisputed or have been legally established or arise from the same contract under which the delivery in question was made.

If the risk of the customer's inability to pay becomes apparent to us after conclusion of the contract, we shall be entitled to carry out outstanding or future deliveries only against advance payment or other provision of security. If the advance payments or other securities have not been provided even after the expiry of a reasonable grace period, we may suspend deliveries until the advance payments or securities have been provided or withdraw from individual or all affected contracts in whole or in part. We reserve the right to assert further rights.
We are entitled to issue partial invoices for partial deliveries within the meaning of Section IV.4 of these GTC.

Retention of title

We reserve title to the goods delivered by us ("goods subject to retention of title") until all our claims against the customer arising from the business relationship have been fulfilled. If the customer does not fulfill one of our claims resulting from the business relationship within the agreed time or not completely, we are entitled to demand the return of the reserved goods. The customer is then obliged to return the reserved goods to us at his own risk and expense at our place of business (Stapelfeld).

The customer is entitled to sell the goods subject to retention of title in the ordinary course of business. Insofar as the customer resells the goods subject to retention of title, he hereby assigns to us the resulting claim, limited to our claims from the delivery of the goods subject to retention of title, irrespective of whether the sale takes place without or after processing, mixing or combining. The customer is revocably authorized to independently collect the claims assigned to us, but is obliged to immediately pass on to us the payments received in this respect, whereby in the case of partial payments, the payments are deemed to have been made on the assigned part of the claim until our claims have been satisfied in full. We may revoke this authorization and the right to resell if the customer defaults on material obligations towards us, such as payment; if the authorization is revoked, we are entitled to collect the claim ourselves.
The customer is not entitled to pledge the reserved goods, assign them as security or make other dispositions that endanger our ownership.

For the duration of the retention of title, the customer is obliged to insure the goods subject to retention of title against loss and destruction to the usual extent, to mark them - as far as possible - as our property and to treat them with care.
The customer is obliged to inform us immediately of all events that endanger our property (in particular seizures, dispositions, confiscations) and to provide us immediately with all information and documents that are necessary to protect our rights. Third parties must be informed of our ownership.
The processing of the reserved goods is carried out for us as the manufacturer, without any obligations arising for us from the processing. If the reserved goods are processed, mixed or combined with other items not owned by us, we shall be entitled to co-ownership of the newly produced item in the ratio of the value of the reserved goods to the other items at the time of processing, mixing or combining. If the customer acquires sole ownership of the newly manufactured item, it is agreed that the customer shall grant us co-ownership of the new item in the ratio of the value of the goods subject to retention of title to the value of the other processed, mixed or combined items and shall administer this co-ownership share for us in trust and free of charge.
If the value of our security according to the provisions in this Section VII exceeds the amount of our claim by more than 30%, we shall, at the customer's request and at our discretion, immediately release securities to such an extent that the remaining security amounts to a maximum of 130% of our claims.
If the customer defaults on material obligations towards us, such as payment, we may - without prejudice to other rights - withdraw from the contract in accordance with the statutory provisions. If we withdraw from the contract, we shall be entitled to demand the return of the goods subject to retention of title and to utilize them elsewhere for the purpose of satisfying due claims. In the event of a request for return, the customer shall grant us or our authorized representative immediate access to the reserved goods and return them.

Warranty

The delivery items supplied by us are already free of material defects if they correspond to a quality agreed between us and the customer at the time of transfer of risk. The agreed quality shall be determined exclusively in accordance with the specific agreements made in text form regarding the properties, features and performance characteristics of the delivery item.
Defects in the delivered items shall be remedied at our discretion by rectification or subsequent delivery. We shall bear all expenses necessary for the purpose of remedying the defect, unless these result from the fact that the item has been taken to a place other than the place of performance.
If heating conductors, thermocouples and heating solutions become unusable or their usability is significantly impaired after the transfer of risk, it shall be assumed that the impairment is due to normal wear and tear, unless this assumption is incompatible with the nature of the item or the nature of the impairment. A warranty is excluded if increased wear results from the fact that the products supplied by us are operated outside their limits.
We only provide a warranty for application-related functions if this has been expressly agreed in writing. Information in catalogs, price lists and other information material provided by us to the customer as well as product-describing information are in no case to be understood as guarantees for a special quality or durability of the delivery item; such quality or durability guarantees must be expressly agreed in writing
An obvious defect must be reported to us by the customer in text form within two weeks of receipt of the item, otherwise a warranty is excluded. If the defect is not obvious, the customer must notify us of this defect in text form no later than one week after its discovery. Timely dispatch of the notification of defects shall be sufficient to meet the deadline. The provisions of 377 HGB remain unaffected. We shall have the right to inspect and test the delivery item complained about in the event of any notification of defects. The customer shall grant us the necessary time and opportunity to do so. We may also require the customer to return the rejected delivery item to us at our expense.
Warranty claims shall expire one year after the transfer of risk. This shall not apply to claims for damages by the buyer due to damage to life, body or health culpably caused by us or our vicarious agents; nor to other damage caused by us or our vicarious agents through gross negligence or intent. In these cases, the statutory limitation periods shall apply. Special statutory provisions (e.g. Section 438 (3) BGB, Section 444 BGB) shall also remain unaffected.
The limitation period in the event of delivery recourse pursuant to Section 445 b BGB shall remain unaffected by the above Section VIII.5. However, delivery recourse pursuant to §§ 445a, 445b BGB is excluded if the customer fails to inform his customer of the normal wear period of thermocouples, heating conductors and heating solutions and he thereby becomes liable to pay compensation to his customer.

Limitation of liability

1) We shall not be liable for damages resulting from the fact that we have provided services based on drawings, templates, calculations and the like provided or checked by the customer. As far as we are aware, we shall inform the customer as soon as possible of the impossibility of technical implementation of the templates.

2) In the event of a slightly negligent breach of material contractual obligations ("cardinal obligations"), our liability shall be limited to the amount of damage foreseeable at the time of conclusion of the contract and typical for the contract. Cardinal obligations are those obligations which give the buyer a legal position which the contract must grant him according to its content and purpose, as well as those whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the buyer regularly relies and may rely.

3) We shall not be liable for the slightly negligent breach of obligations under the contract other than those specified in Section IX. 2.

4) In all other respects, the customer's statutory claims for damages shall remain unaffected; in particular, we shall be liable in the event of intent and gross negligence in accordance with the statutory provisions.

5) The aforementioned limitations of liability in Sections IX.2 and IX.3 shall not apply in cases of mandatory statutory liability (in particular under the Product Liability Act), culpable injury to life, limb or health by us, guarantees given by us or defects fraudulently concealed by us.

6) Insofar as our liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents

7) The customer is obliged to provide us with evidence of any damages claimed. Any contractual penalties and/or liquidated damages provided for in the buyer's terms and conditions shall not apply (cf. Section I. 1 of these GTC).

8) If the customer resells a delivery item, he shall indemnify us internally against product liability claims and any other third-party claims insofar as he is responsible for the fault/defect giving rise to the liability.

Assembly, commissioning

If assembly (and commissioning) of the delivery items is part of the contract, the conditions of this Section X shall apply in addition:

The customer is responsible for the proper storage of the goods at or near the place of commissioning. Any part lost, damaged or lost during storage shall be repaired or replaced by us at our discretion at the customer's expense.
All preparatory work must be carried out and completed on time in accordance with the specifications communicated by us with sufficient advance notice. The installation site must be made available to us unhindered on the agreed date. Our assembly personnel shall not be requested until all preparatory work has been completed or it has been ensured that the preparatory work will be completed by the agreed date.
The delivery items intended for assembly or commissioning must be available in perfect condition at the agreed time.
In the event that one of the prerequisites specified in the above clauses X.2 to 3 is not met, or that we have to interrupt the commissioning and assembly work for reasons that are not attributable to us, the agreed time for the provision of these services shall be extended accordingly. All additional costs incurred for these reasons shall be borne by the customer.
Export control
Insofar as the delivery or export of the goods requires the approval of German and/or foreign authorities and/or international institutions, our offers are subject to the granting of this approval. The customer shall be responsible for obtaining this approval, whereby we shall support him to the extent necessary, in particular by issuing certificates and confirmations.

Final provisions

If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with this contractual relationship shall be Hamburg. However, we are entitled to sue the customer at any other legal place of jurisdiction.
The law of the Federal Republic of Germany shall apply exclusively, excluding the UN Convention on Contracts for the International Sale of Goods.
Should an agreement between us and the customer be or become invalid or ineffective in whole or in part, this shall not affect the validity of the remaining agreements. In this case, the provision that comes closest to the economic intent of the invalid provision shall be deemed to have been agreed.
Any assignment of claims (with the exception of monetary claims) requires the prior written consent of the contractual partner.
Collateral agreements, amendments and supplements to these GTC must be made in text form to be effective. Likewise, the waiver of the text form requirement requires an agreement in text form.

ThermoExpert Deutschland GmbH
Brookstieg 13
D-22145 Stapelfeld

Tel. (040) 67 10 22 8-0
Fax (040) 67 10 22 8-20

http://www.thermoexpert.de
Email: welcome@thermoexpert.de

Managing Director:

Andreas Helf, Heiko Gevert
Registered office of the company: Stapelfeld,
Registered at the local court
Lübeck, HRB 12446 HL

Bank details:

Raiffeisenbank Südstormarn Mölln eG
Account no. 532363, sort code 200 691 77
IBAN: DE46 2006 9177 0000 5323 63
BIC: GENODEF1 GRS
VAT ID no. DE 285 410 793

Status: April 2023