General Terms & Conditions

Sales, delivery, and payment terms of iWater Wassertechnik GmbH & Co. KG  

1. General Terms

These sales, delivery and payment terms are valid for all business relations, sales and other legally binding transactions between our customers and us. Deviating agreements or amendments, telephone and verbal agreements must be confirmed in writing.

Deviating terms and conditions of the customer are objectable. The customer waives his/her own conditions of purchase, if he/she does not object in writing and wishes for different arrangements.

 

Our terms and conditions apply to all future transactions with the customer. They apply even if they are no longer referred to.

2. Offer

Our offers are subject to change. Orders are at our discretion and require our written confirmation. Our written order confirmation is the sole deciding measure for the volume of the delivery as well as other details in the contract. Technical details and descriptions of goods relating to brochures and other printed leaflets are only binding if they are taken into account and mentioned on the order confirmation.

Prices are mentioned without Value Added Tax. The VAT will be added according to the legal current rate at the time of billing. 

Unless otherwise agreed, the prices are ex-factory including loading and commercial packing necessary for the road transportation.

Unless otherwise agreed in writing, prices remain valid at the latest up until the end of the year in which the order is completed. If delivery is made later than four months after conclusion of the contract, we have the right to increase the agreed price, if between contract signing and the delivery, the current prices of our suppliers or other costs applying to our goods (including public burdens, duties, taxes, fees, etc.)  happen to increase.

Towards persons within the meaning of § 310 para. 1 sentence 1 BGB (German Civil Code) we are also entitled to price increases, when the delivery occurs within four months after the contract is concluded and the costs that apply to our goods increase between contract signing and delivery. The price increase will take effect as soon as we have communicated them to the purchaser in writing.

 

All information such as dimensions, weights, illustrations, descriptions, drawings and installation diagrams in pattern books, price lists and other printed materials are only binding if expressly agreed in writing. Such details are not intended as guarantee of quality or guaranteed characteristics. The same applies to our suppliers’ information.

3. Delivery

Unless expressly agreed otherwise, we owe to deliver "ex-factory". By leaving the warehouse or factory, the risk passes to the customer, to the extend the customer is not a consumer. Delivery is at the customer's expense.

If free delivery is agreed upon in writing, the risk is transferred when the goods are unloaded on level ground.


If delivery is delayed due to circumstances for which we are not responsible, then the risk goes over to the purchaser the day the goods are ready for shipment.


Delivered items, even if they have minor defects, have to be accepted by the purchaser without prejudice to the rights in section 7.


Minor changes to the delivery item in the structure, form and design, as well as in the values specified in the description are acceptable for technical reasons, if and when the intended use, the quality and functionality are not affected.

 

If the delivery item is shipped or picked up before and up to the delivery deadline, the same delivery deadline is considered met. The goods are also considered delivered if they are not called by the buyer immediately upon notification of readiness - after 14 days at the latest - and if the buyer was declared late in writing before. The delivery period starts when all the order’s details are cleared up. Our compliance with the delivery date prerequisites the buyer has fulfilled his respective contractual obligations until then. 

In case of force majeure, industrial action such as strike or lockout, the effects thereof, or any other events beyond our control to fulfill the obligation to deliver, the delivery deadlines will be prolonged for the duration of the inconvenient. This is valid even if our suppliers incur such circumstances. Beginning and end of such obstacles will be communicated to the buyer immediately. A right to cancel the order is granted to the buyer or to ourselves if any of the two parties is not going to be able to fulfill the contract because of the delays. 

All delivery times depend on the correct and timely availability of supplies unless they are agreed in writing as firm and binding.

The delivery times we indicate are still not binding unless they are explicitly stated in a written order confirmation as a firm deal.

Time-and volume-oriented partial shipments are permitted, and they are considered as independent deliveries and may be invoiced separately.

We are entitled to rescind the contract and claim damages for breach of contract if the buyer, without being entitled to refuse acceptance of goods, ends up not accepting the goods or does not accept them within a set time limit of 14 days.

Damage reports with respect to any damage in transit must be reported immediately upon receipt of the goods and in writing to confirm the type and extend of the damage. Obvious shipping damage and missing items must be noted on the delivery confirmation and confirmed in writing by the driver. Claims arising from the damages are to be assigned to us upon request.

 

Transport equipments (reusable systems) are our property. If they are not exchanged, returned in perfect condition or paid for, the calculation of the costs is made at normal market prices.

4. Terms of payment

Our invoices are payable immediately. We do reserve the right to run deliveries only against cash payment in individual cases. Bills for repairs and customer services are due immediately without discount.


Summations of invoices with bills/claims other than those approved in writing by us or legally granted are not permitted to the customer and the customer who is not a consumer has no retention rights.


Appropriate sales tax to be paid and all charges (taxes, fees, duties and the same) encountered by the supplier for the supply of materials and / or shipment of personnel outside of the Federal Republic of Germany, will be the responsibility of the purchaser.


Bills of exchange/drafts or cheques will only be accepted by special agreement, in lieu of payment. Charges shall be borne by the payer. If these papers are in default, or if circumstances become known that lower the creditworthiness of the customer, we are entitled to make our total claim immediately or to demand securities.


Checks and drafts are only credited after cashing, assignment of receivables are credited only after payment. The claim and its due date remain untouched until then.


If there are several claims against the customer, payments received will be charged with the oldest claim.


The payment delay occurs, notwithstanding § 286 paragraph 3 BGB (German Civil Code), already 14 days after the due date and reception of an invoice or an equivalent request for payment, without the need for a special reminder.


We are entitled to demand to customers that are not consumers a default interest of 8 percentage points and to consumers of 5 percentage points each above the base rate of the European Central Bank. In case we incur a higher interest damage we are entitled to claim this damage due to the payment delay as well; the assertion of further damages is reserved.


All of our claims are due immediately independent of the running time of taken and credited drafts or deferral agreements if payment conditions are not met or if circumstances become known which are, in our dutiful commercial discretion, suited to reduce the creditworthiness of our customers.

 


We are also entitled, without prejudice to further legal rights, to make outstanding deliveries only against advance payments, or to require security, or after a reasonable grace period to demand compensation for nonperformance.

5. Retention of title

The goods until full payment of all outstanding claims coming from the business relationship remain our property. The retention of ownership clause is valid for any open bill and serves as security for our balance claim.


If payment is made by the buyer through a joint agency that forwards the amount to be paid to us, the retention of ownership clause remains valid including the arrangements made before and after until the purchase price is fully passed on to us. Payments to us are only deemed effected if the amount is received in full by us. If insolvency proceedings commence over the funds of the payment agency, regardless of whether or not the insolvency proceedings are opened or dissolved for lack of assets, outstanding claims against the buyer are to be settled directly with us.


The processing of the goods with retention of ownership on our behalf occurs for us without any obligations. In case of  processing, combination or commingling of our goods with other goods not belonging to us, the joint ownership of the new object is in relation to the invoice value of goods to the value of the other processed, combined or commingled goods at the time of the processing, combination, commingling. If the purchaser acquires sole ownership of the new object, he/she transmits to us already now the ownership of the new object in the invoice value of our goods to the value of the remaining processed, combined or commingled goods at the time of processing, combining or mixing, and secures them with commercial care for us.


Resale of goods supplied by us, whether unprocessed or processed, or combined or commingled, is only allowed for resellers in the ordinary course of business under reservation and only if the claim from the resale is upon us. Pledging or transfer of ownership to the buyer is prohibited, as is the agreement of an interdiction of assignment. The buyer must notify us immediately about any third party access or any other infringement of our rights by third parties,.


The buyer hereby assigns to us his rights from the resale or any other legal ground regarding the goods supplied by us now or later claims attributable to their formation up to the value of the goods in advance. We accept the assignment of this right. Value of the goods is our invoice amount plus a security surcharge of 50%, which remains out of consideration, if it violates the rights of third parties.


In the case of resale of our goods after processing, combination or commingling, or the resale of the new product resulting from processing, combination or commingling, the claim against the buyer in the amount of the invoice value of our processed, combined or commingled goods is transferred, this eventually only in the amount that corresponds to our share in the ownership, whichever is lower. This applies also in case of sale after our item has become another item by combining or processing of essential components.


The buyer is entitled up to notice of revocation, to collect the receivables from the resale. At our request the purchaser must inform us of the debtors of assigned claims, give information for the assertion of our rights against the debtor and hand over documents as well as notify the debtors of the transfer.

 


If the value of the securities given to us is superior to our claims by more than 50%, we are obliged at the buyer's request to release securities at our discretion. With repayment of all of our claims from the business relationship, the ownership of the reserved commodity and the claims is assigned to the buyer.

6. Return policy

Returns that are not based on a legal claim are permitted only if the good is still packaged and is in brand new condition, date of manufacture is not older than 1 year and is not under a net value of € 50.00. Before returning, which requires our prior written consent, it is necessary to specify the quantity and item number, original invoice or original packing slip, serial number and reason for the return. If the incorrectness of the delivery is our fault, we bear the costs incurred by the return, in any other case the buyer has to pay with an additional withdrawal fee of 25% of the net value plus any additional costs such as damaged packaging. Products beyond our current standard delivery program and custom deliveries are exempt of a return in any case.

7. Defects, defects liability and general liability

The customer shall be responsible, in order to protect his rights due to defects, to comprehensively examine the goods immediately upon delivery for defects.

If our customer is a consumer, he must  fulfill his inspection and complaint requirements in compliance with § 377 HGB (German Commercial Code); he has to report obvious deficiencies in the delivery immediately after the delivery, in each case, before processing or installation of hidden defects within 5 days after their discovery. The customer has the right to investigate the goods to a reasonable extent  through a trial/probe immediately upon their receipt for defects relating to the constitution and purpose of the goods, otherwise the goods shall be deemed approved. If delivered by a freight forwarding company, the buyer is obliged to do the necessary paperwork for the carrier. A defect notice shall always be written with an exact description of the complaint. If the customer is a merchant, the goods shall be deemed accepted and free of defects when a complaint is not made within the designated time limit for claims.


Our warranty covers only those defects that occur demonstrably before the transfer of risk, in particular manufacturing or material defects. For damage, defects and failures which among others occur due to improper installation or handling by the buyer, unauthorized changes to the delivered goods, or by normal wear and tear (such as mechanical seals, rotary pump parts), there is no right to claim warranty. Upon our request the buyer shall return defective items.


In case of justified complaints of defects, we, at our discretion, repair or provide replacement if the customer is not a consumer. Before carrying out a remedial measure to his own customers, the purchaser must notify us and obtain our consent. When we take appropriate measures, labor costs are calculated up to a maximum amount of the charts in accordance with internal experience and are comprehensible and acceptable.  After passing a reasonable period for the replacement or repair due to our fault, the remediation fails outright or we reject it or when it is unreasonable for the buyer, the buyer may rescind the contract or demand reduction. If it comes to replacement or the buyer uses his right to rescind the contract, he is required to return the defective product and to provide compensation for benefits derived. To determine the value of benefits derived, the pro rata reduction in the linear comparison between the actual value of product life and the estimated product life is applied. If there is only a minor defect and if the goods can be used by the buyer without any inconvenient, the buyer has merely the right to reduce the contract price.


The warranty period is for customers who are not consumers one year. In the case of customers that are consumers, the warranty period is one year, unless there is a case of § 438 I No. 2 BGB (things that are used in their intended use for a building and cause it to be defective), then it remains at the 5-year statute of limitations.

If it is a used item, then all warranty claims are excluded, unless the customer is not a consumer. Is the customer a consumer, the limitation period for used goods is one year.


If damages occur during a shipment by a third party contracted by us, the customer has to report all the findings about damage caused by transport in order for us to preserve our claims against the third party.


We are not liable for damages that we or our representatives or vicarious agents have caused by simple negligence. This liability limitation does not apply to damages resulting from injury to life, limb or health, and for breach of contract.


As far as we are not accused of fraudulent, intentional or grossly negligent breach of contract, liability is limited for damages to the foreseeable and typically occurring, as far as we are not liable for damage, which did not occur at the item of supply, unless it is an injury to life, a limb or health or any claims under product liability law.

 


For special orders or alteration measures to adjust to the proper use, the purchaser has a duty to provide detailed information available. Should the details of the customer or his architect be false, with the consequence that the ordered goods cannot be used or installed, the purchaser alone is liable for all damages incurred. We are not responsible for the information of the buyer nor the information for architects.

8. Labelling of goods

Any change in the delivery item requires our prior written consent. A change in the delivery item and any special stamp which are considered as marks of origin of the purchaser or third parties and could give the impression that this is a special product, are prohibited.

9. Place of performance, jurisdiction, applicable law

Place of fulfillment for the delivery is Troisdorf. Performance for all obligations of the customer is the seat of our company.


Jurisdiction over disputes with merchants, legal persons under public law or persons who have no domestic jurisdiction, even regarding drafts and cheques, is the seat of our company. We may, at our discretion, sue the buyer at the competent court of jurisdiction.


All legal relationships between us and our customers shall be governed by German law in addition to these conditions but excluding the provisions of the United Nations Convention of 11.04.1980 on the International Sale of Goods (CISG).


Should individual provisions of these Conditions be or become legally invalid, the validity of the remaining provisions remains unaffected .

 

Should any provision of these Terms and Conditions for use to consumers be invalid because they violated regulations to protect consumers, they remain effective to customers who are not consumers.

10. Privacy notice according to § 26 Federal Data Protection Act

The data in the context of implementing the contract and the contract required for business-related data is processed and stored in a computer system.

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