General Terms and Conditions

1. general

1.1 The terms and conditions set out herein are applicable to contracts relating to the sale and/or delivery of movable goods, including any associated software and ancillary services such as commissioning, advice and proposals, if expressly mentioned in the contract. These conditions apply exclusively. Deviating or supplementary terms and conditions of the buyer shall only become part of the contract if heatrex GmbH explicitly approves this. This approval is required in any case, even if the delivery is carried out without reservation despite knowledge of the buyer’s terms and conditions.


1.2 These terms and conditions only apply to entrepreneurs, legal entities under public law or special funds under public law. For deliveries that include software, our license conditions take precedence. If Open Source Software (OSS) is part of the delivery, the corresponding OSS license conditions that we deliver with the goods or provide on request shall primarily apply. The way in which the OSS license conditions are made available depends on the specific conditions of the OSS.


2. offers and conclusion of contract

2.1 Our offers are subject to change. 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 buyer objects immediately.


2.2 All agreements made between us and the Buyer for the purpose of executing this contract must be recorded in writing.


2.3 Our employees are not authorized to make verbal agreements with the Buyer that deviate from our offer or our order confirmation.


3. prices and payment

3.1 The prices quoted by heatrex GmbH are net, exclusive of VAT. Costs for packaging, shipping, insurance and installation are not included, unless otherwise agreed.


3.2 Payments shall be made without deduction in accordance with the conditions set out in the order confirmation. The statutory provisions shall apply in the event of default in payment.


3.3 In the event of a delay in payment, heatrex GmbH will charge interest on arrears in accordance with the statutory provisions. The right to claim further damages remains reserved.


3.4 If the customer is in default of payment, does not honor means of payment such as checks or bills of exchange, stops payment transactions, starts debt settlement proceedings, does not comply with payment terms or impairs his creditworthiness, all claims of heatrex GmbH shall become due immediately. In such cases, heatrex GmbH reserves the right to make future deliveries only against advance payment or to withdraw from the contract after a reasonable period of time and to claim damages.


3.5 The customer may only offset undisputed or legally established claims against heatrex GmbH.


4. reservation of title

4.1 Deliveries by heatrex GmbH are subject to retention of title. Ownership shall pass to the customer as soon as all obligations arising from the delivery have been fulfilled. In current transactions, the retention of title serves as security for the total claim.


4.2 Processing or treatment of the delivered goods is carried out on behalf of heatrex GmbH. In the case of combination or mixing with other goods, heatrex GmbH acquires co-ownership of the new item in proportion to the invoice value.


4.3 The resale of the goods is only permitted in the regular course of business and under certain conditions. The customer may not assign the goods as security or pledge them.


4.4 The customer must inform heatrex GmbH immediately if our property rights are impaired. A seizure protocol must be submitted in the event of seizures.


4.5 In the event of default of 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 sold together with other products, the assignment is limited to the value of the invoices of heatrex GmbH.


4.8 The customer may collect the assigned claims until heatrex GmbH revokes this authorization.


4.9 If the value of the securities exceeds the claims by more than 10%, heatrex GmbH is obliged to release them.


5. contract amendments and delivery limits

5.1 The written consent of heatrex GmbH is required for changes or additions to the contract after its conclusion.


5.2 The limits of the delivery and exclusions of services are precisely defined in the order confirmation, in particular in the description of the scope of delivery and services.


5.3 Deliveries of systems and retrofits by heatrex GmbH shall be made FCA (Free Carrier – Incoterms 2020) to the location specified in the order confirmation as standard, unless otherwise agreed. Delivery includes provision for collection by the customer at the specified location. Transportation to another location is not part of the scope of delivery, unless otherwise agreed. For spare parts deliveries, DAP (Delivered At Place – Incoterms 2020) to the location specified by the customer shall apply as standard, unless otherwise agreed.


5.4 If heatrex GmbH organizes the transport and/or bears the freight costs, visible transport damage must be reported immediately upon delivery and non-visible damage within seven days. Otherwise the delivery is deemed to be faultless.


6. delivery time and delivery limits


6.1 Delivery periods and dates are determined individually and are generally non-binding. They begin with our order confirmation, but not before all details have been clarified. Delivery dates shall be postponed in accordance with the duration until all requirements have been met. Early or partial deliveries are permitted. The delivery day is the day on which the goods are made available at the shipping point.


6.2 For goods that are not manufactured by heatrex GmbH, we reserve the right to timely and correct self-delivery.


6.3 Force majeure extends the delivery time appropriately. If the delay persists, we may withdraw from the contract.


6.4 Delay in delivery shall be governed by statutory provisions. Withdrawal and claims for damages due to delay are regulated by law.


6.5 In the event of culpable default of acceptance by the customer, we may demand compensation and/or withdraw from the contract. The goods may be stored or shipped at the customer’s expense.



7. additional services

7.1 Additional services that are not specified in the contract but are necessary for its execution or are provided at the customer’s request shall only form part of the contract with our consent. In the absence of a special remuneration agreement, invoicing is based on our current rates.


7.2 For work outside normal working hours, surcharges shall apply in accordance with the current rates.


7.3 Waiting times and repeated journeys not caused by us shall be invoiced on the basis of time and travel costs.


7.4 If commissioning cannot commence or has to be interrupted for reasons for which we are not responsible, a full invoice will be issued with additional costs for the resumption or continuation of the work.



8. redemption

In general, the return of material that is part of our deliveries is not intended.



9. performance data and factory approvals

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 authorized representatives must be agreed with heatrex GmbH in good time. The customer bears the costs for this.


10. commissioning


10.1 The date for commissioning shall be agreed at least four weeks in advance for domestic projects and eight weeks for foreign projects. We are not obliged to put into operation travel warnings.


10.2 The customer must provide the required documents in accordance with the commissioning checklist two days in advance. The system must be ready for operation, including the necessary energy supply and power consumption.


10.3 Commissioning shall only take place upon full payment of the amounts due.


10.4 Changes and additions during commissioning are possible. The success is recorded in the commissioning log.


10.5 The customer must ensure all necessary requirements for smooth commissioning and safe continuous operation, including official approvals and necessary documents.



11. liability for defects

11.1 Statutory regulations apply to material defects and defects of title, unless otherwise specified in these terms and conditions. For defects of title relating to third-party property rights, see Section 12.


11.2 The delivery item shall be deemed free of defects if it corresponds to the product description or meets the state of the art. Insignificant changes do not constitute a defect.


11.3 Guarantees shall only apply if expressly stated. We are liable for public statements if we have initiated them.


11.4 Claims for defects presuppose that the customer fulfills his inspection and complaint obligations.


11.5 In the event of defects, we shall have the option of repair or replacement. Changes to defective items shall release us from liability for defects.


11.6 Costs for subsequent performance outside Germany shall only be reimbursed in the amount of the costs that would have been incurred within Germany.


11.7 Claims for defects shall not exist in the event of damage after the transfer of risk due to improper use or intervention by third parties.


11.8 Limitation periods for claims for defects: 12 months for combined heat and power units and spare parts, 24 months for other delivery items.


11.9 Wear parts are subject to their normal service life.


11.10 Operating and maintenance logs must be submitted on request.


11.11 Spare parts become our property.


11.12 Software rectification shall be carried out by providing a defect-free version.


11.13 Rectifications shall be made as a gesture of goodwill without recognition of any legal obligation.


11.14 No liability 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 aids is limited to the correction or new creation of our faulty services.



12. property rights and copyrights


12.1 We assume liability for claims arising from the infringement of third-party property rights, insofar as these are valid in Germany, unless the customer or its affiliated company holds ownership or usage rights to the property rights concerned.


12.2 The customer must inform us of possible risks of infringement and give us the opportunity to defend ourselves.


12.3 We may adapt or replace the delivery or acquire a right of use in order to remedy infringements of property rights.


12.4 No claims shall exist if the customer has contributed to the infringement or does not cooperate.


12.5 Customer claims are limited to the conditions defined in Section 13 and are time-barred in accordance with Section 11.8.


13. liability


13.1 We shall only be liable for damages and futile expenses in the event of intent, gross negligence, culpable injury to life, limb or health, fraudulent concealment of a defect, assumption of a quality guarantee or in accordance with the Product Liability Act.


13.2 In the event of slight negligence, we shall only be liable for breach of material contractual obligations, limited to foreseeable damage typical of the contract.


13.3 These provisions shall also apply to our vicarious agents and assistants.


13.4 These provisions shall not change the burden of proof to the detriment of the customer.


14 Confidentiality and data protection


14.1 “Confidential Information” includes all trade secrets and information that we make available. The customer acknowledges our confidentiality measures.


14.2 Confidential information must be kept secret unless it is publicly known or approved by us for disclosure.


14.3 In the event of unauthorized loss of information, the customer must inform us and have the information 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 the execution of the contract.


14.6 The customer must support product safety campaigns with address information.


14.7 Personal data is processed in accordance with our privacy policy.



15. export control


15.1 Contracting parties may refuse performance or terminate the contract if foreign trade regulations make this necessary.


15.2 Delivery periods and dates shall be extended in the event of delays due to approval processes; liability for such delays shall be excluded.


15.3 Both parties shall inform each other about relevant foreign trade regulations.


15.4 The customer must provide the information required to comply with these regulations.


15.5 The customer must comply with the regulations when passing on our deliveries.


15.6 Liability for damages due to refusal or termination of the contract in accordance with these provisions is excluded.



16 Choice of law and place of jurisdiction


16.1 The law of Germany shall apply exclusively, to the exclusion of international private law and the UN Convention on Contracts for the International Sale of Goods.


16.2 Herten shall be the exclusive place of jurisdiction for disputes. We may also bring an action at the customer’s registered office or at the place of performance. Statutory places of jurisdiction remain unaffected by this.



17 Choice of law and place of jurisdiction

17.1 If any provision of these General Terms and Conditions of Sale, Delivery and Payment or any other agreement between us and the customer is invalid, this shall not affect the validity of the remaining provisions.