Note: The following General Terms and Conditions are an English translation of the legally binding German version. In case of discrepancies or legal disputes, only the German version shall apply.
1.1 These terms apply to contracts relating to the sale and/or delivery of movable goods, including any associated software and ancillary services such as commissioning, consulting, and proposals, if expressly mentioned in the contract. These terms apply exclusively. Deviating or supplementary terms and conditions of the purchaser shall only become part of the contract if expressly approved by heatrex® GmbH. Such approval is always required, even if the delivery is carried out without reservation despite knowledge of the purchaser’s terms and conditions.
1.2 These terms apply only to entrepreneurs, legal entities under public law, or special funds under public law. For deliveries that include software, our license terms take precedence. If open-source software (OSS) is part of the delivery, the corresponding OSS license terms apply, which we supply with the goods or provide upon request. The method of provision of OSS license terms depends on the specific OSS terms.
2.1 Our offers are non-binding. A contract is only concluded with our written order confirmation or with the delivery of the goods. Our order confirmation is decisive for the content and scope of the contract, unless the purchaser objects without delay.
2.2 All agreements between us and the purchaser for the purpose of executing this contract must be recorded in writing.
2.3 Our employees are not authorized to make oral agreements with the purchaser that deviate from our offer or order confirmation.
2.4 By signing the delivery and service contract, the customer confirms that they have read and understood it carefully.
3.1 The prices quoted by heatrex® GmbH are net, excluding VAT. Costs for packaging, shipping, insurance, and installation are not included unless otherwise agreed.
3.2 Payments must be made without deduction in accordance with the conditions specified in the order confirmation. Statutory provisions apply in the event of default.
3.3 In case of late payment, heatrex® GmbH will charge default interest in accordance with statutory provisions. The right to claim further damages is reserved.
3.4 If the customer is in arrears with payment, fails to honor payment instruments such as checks or bills of exchange, suspends payments, initiates insolvency proceedings, fails to comply with payment terms, or otherwise impairs their creditworthiness, all claims of heatrex® GmbH shall become immediately due. In such cases, heatrex® GmbH reserves the right to make future deliveries only against advance payment or, after a reasonable period, to withdraw from the contract and claim damages.
3.5 The customer may only offset claims that are undisputed or have been legally established.
4.1 Deliveries by heatrex® GmbH are subject to retention of title. Ownership passes to the customer once all obligations arising from the delivery have been fulfilled. In ongoing business relations, the retention of title serves as security for the total claim.
4.2 Processing or transformation of the delivered goods is carried out on behalf of heatrex® GmbH. In the event of combination or mixing with other goods, heatrex® GmbH acquires co-ownership of the new item in proportion to the invoice value.
4.3 Resale of the goods is permitted only in the ordinary course of business and under certain conditions. The customer may not assign the goods as collateral or pledge them.
4.4 If our ownership rights are impaired, the customer must notify heatrex® GmbH immediately. In the event of seizures, a seizure protocol must be provided.
4.5 In case of late payment, heatrex® GmbH may demand the return of the goods without this being considered a withdrawal from the contract.
4.6 To secure all claims, the customer hereby assigns all claims from the resale of the goods to heatrex® GmbH.
4.7 If the goods are resold together with other products, the assignment is limited to the value of the invoices of heatrex® GmbH.
4.8 The customer is entitled to collect the assigned claims until heatrex® GmbH revokes this authorization.
4.9 If the value of securities exceeds the claims by more than 10%, heatrex® GmbH is obliged to release them.
5.1 Changes or additions to the contract after its conclusion require the written consent of heatrex® GmbH.
5.2 The delivery limits and exclusions of services are precisely defined in the order confirmation, particularly in the description of the scope of delivery and services.
5.3 Deliveries of systems and retrofits by heatrex® GmbH are made, unless otherwise agreed, on an FCA basis (Free Carrier – Incoterms 2020) to the location specified in the order confirmation. Delivery includes provision for collection by the customer at the specified location. Transport to another location is not part of the delivery scope unless otherwise agreed. For spare parts deliveries, DAP (Delivered At Place – Incoterms 2020) to the location specified by the customer applies, unless otherwise agreed.
5.4 If heatrex® GmbH organizes transport and/or bears freight costs, visible transport damages must be reported immediately upon delivery, and hidden damages within seven days. Otherwise, the delivery is deemed to be free of defects.
6.1 Delivery periods and dates are agreed individually and are generally non-binding. They begin with our order confirmation but not before clarification of all details. Delivery dates are extended by the duration of fulfilling all prerequisites. Early or partial deliveries are permitted. The delivery day is the day the goods are made available at the shipping point.
6.2 For goods not manufactured by heatrex® GmbH, we reserve the right of timely and correct self-supply.
6.3 Force majeure extends the delivery period appropriately. In the event of prolonged delays, we may withdraw from the contract.
6.4 Any delay in delivery shall be governed by statutory provisions. Rights of withdrawal and claims for damages in the event of delay are subject to statutory law.
6.5 In the event of culpable default of acceptance by the customer, we may claim damages and/or withdraw from the contract. The goods may be stored or shipped at the customer’s expense.
7.1 Additional services not specified in the contract but required for its execution, or rendered at the customer’s request, become part of the contract only with our consent. If no specific remuneration agreement is in place, billing will be based on our current charge rates.
7.2 Work outside of normal working hours is subject to surcharges in accordance with current charge rates.
7.3 Waiting times and repeated travel not caused by us will be charged based on time and travel expenses.
7.4 If commissioning cannot begin or must be interrupted for reasons beyond our control, full invoicing will take place, including additional costs for resumption or continuation of work.
In general, the return of material that is part of our deliveries is not intended.
9.1 The performance, consumption, and emission values specified in the contract are binding.
9.2 Inspections or acceptances at the manufacturing plant by the customer or their representatives must be arranged in advance with heatrex® GmbH. The costs for such inspections are borne by the customer.
10.1 The commissioning date is to be agreed at least four weeks in advance for domestic projects and eight weeks in advance for international projects. In the event of official travel warnings, we are not obliged to carry out commissioning.
10.2 The customer must provide the required documents according to the commissioning checklist two days in advance. The system must be ready for operation, including the necessary energy supply and performance acceptance.
10.3 Commissioning will only take place upon full payment of all amounts due.
10.4 Changes and additions during commissioning are possible. The results will be documented in the commissioning protocol.
10.5 The customer must ensure all necessary conditions for smooth commissioning and safe continuous operation, including official approvals and required documents.
11.1 Statutory provisions apply to material and legal defects unless otherwise specified in these terms. For legal defects concerning third-party intellectual property rights, see Section 12.
11.2 The delivery item is deemed free of defects if it complies with the product description or meets the state of the art. Minor deviations do not constitute a defect.
11.3 Guarantees only apply if expressly stated. We are liable for public statements if initiated by us.
11.4 Claims for defects require that the customer has fulfilled their duty of inspection and notification.
11.5 In the event of defects, we shall, at our option, provide rectification or replacement. Any modification of the defective items releases us from liability for defects.
11.6 Costs for supplementary performance outside Germany will only be reimbursed up to the amount that would have been incurred within Germany.
11.7 No warranty claims exist for damage occurring after the transfer of risk due to improper use or third-party interference.
11.8 Limitation periods for defect claims: 12 months for combined heat and power plants and spare parts, 24 months for other delivery items.
11.9 Wear parts are subject to their usual service life.
11.10 Operating and maintenance logs must be presented upon request.
11.11 Replaced parts become our property.
11.12 Software rectification is provided by supplying a defect-free version.
11.13 Rectifications may be carried out on a goodwill basis without recognition of a legal obligation.
11.14 No liability is assumed for damage caused by commissioning not carried out by us.
11.15 Claims for damages are governed by Sections 12 and 13.
11.16 Liability for planning assistance is limited to correction or new creation of our defective services.
12.1 We assume liability for claims arising from the infringement of third-party intellectual property rights, provided these are valid in Germany, unless the customer or its affiliated company holds ownership or usage rights to the relevant intellectual property rights.
12.2 The customer must inform us of potential risks of infringement and allow us the opportunity to defend against such claims.
12.3 We may adjust or replace the delivery, or acquire a right of use, to remedy the infringement.
12.4 No claims exist if the customer contributed to the infringement or fails to cooperate.
12.5 Customer claims are limited to the conditions set forth in Section 13 and are subject to the limitation periods in Section 11.8.
13.1 We are liable for damages and reimbursement of expenses only in cases of intent, gross negligence, culpable injury to life, body, or health, fraudulent concealment of a defect, assumption of a quality guarantee, or under the Product Liability Act.
13.2 In cases of slight negligence, we are only liable for the breach of essential contractual obligations, limited to foreseeable, contract-typical damages.
13.3 These provisions also apply to our vicarious agents and assistants.
13.4 The burden of proof is not shifted to the disadvantage of the customer by these provisions.
14.1 “Confidential Information” includes all trade secrets and information provided by us. The customer acknowledges our confidentiality measures.
14.2 Confidential Information must be kept secret unless it is publicly known or released by us for disclosure.
14.3 In the event of unauthorized loss of information, the customer must inform us and ensure that the information is deleted.
14.4 When processing personal data, we comply with data protection laws and provide a privacy policy.
14.5 The customer must provide correct data for contract processing.
14.6 In the case of product safety actions, the customer must support us with address information.
14.7 The processing of personal data is carried out in accordance with our data protection guidelines.
15.1 The contracting parties may refuse performance or terminate the contract if required by foreign trade law provisions.
15.2 Delivery periods and dates are extended in the event of delays caused by approval processes; liability for such delays is excluded.
15.3 Both parties shall inform each other of relevant foreign trade law provisions.
15.4 The customer must provide the information required for compliance with these provisions.
15.5 In the event of further transfer of our deliveries, the customer must comply with these provisions.
15.6 Liability for damages due to refusal of performance or termination of the contract under these provisions is excluded.
16.1 Exclusively the law of Germany shall apply, excluding private international law and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
16.2 Castrop-Rauxel shall be the exclusive place of jurisdiction for disputes. We may also bring action at the customer’s registered office or at the place of performance. Statutory places of jurisdiction remain unaffected.
17.1 If any provision of these General Terms and Conditions of Sale, Delivery, and Payment or of any other agreement between us and the customer is invalid, the validity of the remaining provisions shall remain unaffected.