The following general terms and conditions in the current version (the current version is published on our website www.ecotecworld.com) apply to all contracts, deliveries and other services – including future contracts – with entrepreneurs (hereinafter referred to as: the customer), unless the order confirmation or a written agreement with the customer provides otherwise. These terms also apply as a framework agreement for all other legal acts between the contracting parties. The Buyer acknowledges these Terms and Conditions by placing an order or accepting the delivered products. We hereby expressly object to any other conditions of the customer. Subsidiary agreements, amendments and additions shall in any case require our written confirmation.
2. Offer and conclusion of the agreement
2.1. Our offers are without obligation. Agreements are therefore only concluded if we confirm the order in writing within two weeks of receiving the order or providing the service.
2.2. Additions, changes and ancillary agreements at the time of concluding the agreement must be in writing to be valid. This also applies to the waiver of this requirement of written form.
3. Delivery periods; grace periods; partial deliveries;
3.2. Our delivery obligation shall be suspended as long as the customer fails to fulfil his payment obligations towards us, irrespective of the contractual relationship.
3.3 If the provision of the service is temporarily impossible or difficult for us as a result of force majeure or other unusual circumstances beyond our control, an agreed performance period shall be extended by the duration of this impediment to performance. Events of force majeure include in particular war, circumstances of war, mobilisation, import and export bans and blockades. Other extraordinary circumstances beyond our control are in particular transport impediments, operational disruptions, delays in the delivery of raw materials, strikes, lockouts and other labour disputes, even if they occur at our suppliers. We shall inform the customer of the start and end of such impediments.
3.4 The buyer shall not be entitled to terminate the contract or claim damages before the end of the extended performance period pursuant to point 3.3.
3.5 We shall be entitled to make partial deliveries insofar as this does not conflict with the customer’s legitimate interests.
4 Prices and payment
4.1 Unless otherwise agreed in writing, our prices shall be ex works plus sales tax at the applicable rate.
4.2 Payment of the purchase price shall only be made into the account mentioned at the back. The deduction of a discount is only permitted if a special written agreement has been concluded.
4.3 Unless otherwise agreed, the purchase price shall be paid within 8 days of delivery.
4.4 Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes in connection with changes in the wage, material and distribution costs for deliveries that take place 3 months or later after the conclusion of the contract.
5. The customer is only entitled to set-off if his counterclaims have been established by law or are undisputed. The customer is only entitled to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.
6. Transfer of risk in the event of shipment
If the goods are sent to the customer at the customer’s request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch to the customer, at the latest upon leaving the factory/warehouse. This applies regardless of whether the goods are dispatched from the place of delivery or who bears the freight costs.
7 Reservation of title
7.1 We reserve the ownership of the delivered goods until full payment of all claims from the delivery contract. This also applies to all future deliveries, even if we do not always expressly refer to them. We are entitled to take back the object of sale if the customer acts in breach of the contract.
7.2 The purchaser is obliged to treat the object of sale with care as long as ownership has not yet passed to him. In particular, he is obliged to insure the goods at his own expense against theft, fire and water damage at replacement value. As long as the ownership has not yet been transferred, the customer must inform us immediately in writing if the delivered item is seized or subjected to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us.
7.3 The customer shall be entitled to resell the reserved goods in the normal course of business. The customer hereby assigns to us the customer’s claims arising from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including value added tax). The assignment shall apply irrespective of whether the object of sale has been resold without or after processing. The customer remains authorised to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this. However, we shall not collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, has not filed an application for the opening of insolvency proceedings or suspended payments.
7.4 The treatment and processing or transformation of the object of sale by the customer shall always be in our name and on our behalf. In this case, the customer’s expectant right to the object of sale shall continue to apply to the transformed object. If the object of sale is processed with the other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the objective value of our object of sale to the other processed objects at the time of processing. The same shall apply in the event of mixing. If the mixing is carried out in such a way that the customer’s item is to be regarded as the main item, it shall be deemed agreed that the customer transfers co-ownership to us on a pro rata basis and keeps the resulting sole ownership or co-ownership for us. In order to secure our claims against the customer, the customer also assigns to us such claims which accrue to him against a third party as a result of the combination of the reserved goods with a piece of land; we hereby accept this assignment.
8 Warranty and notice of defects
8.1 Warranty rights of the customer presuppose that he has duly complied with his inspection and notification obligations owed in accordance with § 377 HGB (German Commercial Code).
8.2 Warranty claims expire 12 months after delivery of the goods delivered by us to our customer. Our consent must be obtained before any goods are returned.
8.3 If, despite all due care taken, the delivered goods exhibit a defect which already existed at the time of transfer of risk, we shall, at our discretion and without reservation and in due time, repair the goods or deliver replacement goods. We shall always be given the opportunity to remedy the defect within a reasonable period of time. Recourse claims shall remain unaffected by the above provision without restriction.
8.4 If subsequent performance fails, the customer may – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration appropriately after consultation with us.
8.5 Warranty claims shall not exist in the event of only insignificant deviation from the agreed quality, in the event of only insignificant impairment of usability, in the event of natural wear and tear as well as in the event of damage arising after the transfer of risk as a result of faulty or negligent handling, excessive strain, unsuitable equipment, defective construction work or as a result of special external influences not provided for in the contract. If improper repair work or modifications are carried out by the customer or third parties, there shall also be no claims for defects for these and the resulting consequences.
8.6 Claims by the customer for the expenses necessary for the purpose of subsequent performance, in particular transport, travel, labour and material costs, shall be excluded insofar as the expenses increase because the goods delivered by us have subsequently been taken to a location other than the customer’s branch office, unless the transfer complies with their intended use.
8.7 The Purchaser’s right of recourse against us shall only exist insofar as the Purchaser has not entered into any agreements with its customers which go beyond the legally mandatory claims based on defects. Furthermore, paragraph 6 shall apply mutatis mutandis to the extent of the recourse claim of the Purchaser against the Supplier.
9 Final provisions; assignment; place of jurisdiction; applicable law9.1 Should any of the above provisions be invalid in whole or in part, this shall not affect the validity of the remaining provisions.
9.2 The customer may only transfer his rights and obligations under this contract to third parties with our written consent.
9.3 Order processing within our group of companies is carried out with the aid of automated data processing.
9.4 The place of performance and jurisdiction for all claims arising from the contractual relationship shall be our place of business, unless otherwise specified in the order confirmation.
9.5 Plans, sketches or other technical documents, as well as samples, catalogues, brochures, illustrations and the like, shall always remain our intellectual property; the customer shall not be granted any rights of use or exploitation whatsoever. We expressly reserve the right to take legal action in the event of such infringement.