Scope

1.1           For deliveries of goods and/or the provision of services and/or work services of Oeltechnik Service GmbH, these general terms and conditions apply unless otherwise agreed or otherwise stated in the offer of Oeltechnik Service GmbH.

1.2           Other general terms and conditions shall not apply even if they have not been expressly objected to in individual cases or if Oeltechnik Service GmbH provides deliveries and/or services without reservation on an order without objection.

 

Terminology

2.1           Oeltechnik Service GmbH is hereinafter referred to as the Supplier.

2.2           The respective contractual partner of Oeltechnik Service GmbH is referred to as the Customer.

 

Offer / Orders / Acceptance

3.1           The Supplier's offers are subject to change without notice unless they contain a binding period.

3.2           Ordering and acceptance must be in writing. Verbal ancillary agreements in connection with the orders are only effective if they have been confirmed in writing by the Supplier. The Supplier can also confirm orders electronically with the addition “This document was created electronically and is valid even without a signature.”

 

Prices

4.1           The prices for deliveries of goods are EXW from the Waghäusel plant in accordance with Incoterms 2020.

4.2           Goods and/or services will be invoiced according to offer package prices or according to time and effort.

4.3           The costs for any necessary tools, instruments, spare parts, travel and stays and holiday-related trips home etc., as well as certifications or legalizations of chambers of commerce as well as customs duties and all other duties, fees and taxes levied outside the Federal Republic of Germany are to be borne by the Customer. In the case of delivery, including customs or other charges, the stated price is based on the rates applicable at the time of the offer. The actual costs are calculated.

4.4           If the Customer's order is not placed in Euros (€), the Supplier may demand that the value ratio existing at the time of the offer be maintained.

4.5           All prices will be invoiced – insofar as the delivery, work and/or services are subject to VAT – plus VAT in the amount prescribed by law on the day of invoicing.

 

Terms of payment

5.1           Invoices are payable within 30 days of invoicing or – if the Supplier so requests – payment shall be made on an irrevocable letter of credit, which shall be opened in favor of the Supplier at short notice after receipt of the order confirmation and shall be confirmed by Deutsche Bank AG Frankfurt (Federal Republic of Germany) or another bank at the Supplier's discretion. The letter of credit must be denominated in Euro (€). In addition, the "Uniform Guidelines and Customs for Documentary Letters of Credit" (ERA 600, revision 2006) of the International Chamber of Commerce (Paris) apply. All costs arising from the opening and maintenance of the letter of credit are borne by the Customer.

5.2           The Customer is not entitled to any deduction for e.g., taxes, fees, etc.

5.3           For the timeliness of payments, it is decisive that the Supplier can dispose of the credit note without reservation and that there are no reclaim reservations; in the case of cheques or bills of exchange, that the possibility of timely redemption and crediting in the ordinary course of business is given. The Customer shall bear expenses and costs in connection with the discounting and submission of cheques and bills of exchange.

5.4           If it is impossible to transfer the payments from the country from which the payment is to be made at the time of the due date, the Customer must nevertheless pay the equivalent of the amount owed to a bank in this country on time at the Supplier's discretion at its exclusive availability. The Customer compensates for the exchange rate deterioration of the amounts paid in non-agreed currency by making a corresponding additional payment. However, the Supplier can also either suspend the execution of the order at his discretion until the Customer can transfer the payments again, or withdraw from the order without rescission.

5.5           If the Customer is in default with his payment obligation in whole or in part, the Supplier is entitled to claim default interest equivalent to the annual EURIBOR rate plus 8% for payment in the amount of the delayed portion from the due date until the current receipt of payment. The possibility to claim higher damages and to assert all other rights remain unaffected.

5.6           The Customer can only offset such claims or assert a right of retention if he is entitled to legally binding or undisputed counterclaims from the contract.

5.7           If the Customer's financial circumstances deteriorate after the conclusion of the contract, the Supplier is entitled to refuse the services until the Supplier's claims have been fulfilled or security is guaranteed for claims that are not yet due.

 

Delivery and execution deadlines

6.1           Delivery and execution dates for goods, work, or services require a written agreement. Partial deliveries are permissible.

6.2           The delivery period begins on the day of receipt of the Supplier’s written order confirmation by the Customer. However, it does not start under any circumstances before clarifying all technical details and fulfilling the Customer's obligations to cooperate, particularly the provision of documents, approvals, releases, and performance of the agreed down payment.

6.3           If the non-compliance with the delivery and/or execution deadline is due to labor strikes or other unforeseeable events through no fault of the Supplier, such as lack of materials or energy, incorrect or late deliveries (despite careful selection of suppliers) and the non-compliance could not be prevented even with the application of customary care and reasonable use, the delivery and/or execution period shall be extended by the duration of the hindrance plus a reasonable start-up period. This also applies if the delivery and/or execution period is delayed as a result of force majeure or other events. Events of force majeure include, in particular, fire, war or war-like acts, riots, mutiny, mobilization, requisition, flooding, earthquakes, other natural disasters, epidemics, quarantine measures, strikes and lockdowns, restrictions on foreign exchange transfers as well as transport and export restrictions. If the Customer proves that such an extension is unreasonable for him, he is entitled to withdraw from the unfulfilled part of the contract to the extent that this cannot be fulfilled within a reasonable period of time.

6.4           If the Customer proves that – with the exception of the cases referred to in 6.3 – he has suffered damage as a result of the delay, he may claim compensation of a maximum of 0.1% of the price of the goods or work or service in arrears for each full week of delay, but in no case more than 5% of the value of the goods delivered, or the work or service provided, in total.

6.5           If the Supplier is responsible for the non-compliance with the delivery period, the Customer may withdraw in writing from the unfulfilled part of the contract after the expiry of a reasonable grace period. The Customer is only entitled to compensation for non-performance in the amount of the typically foreseeable damage.

 

Obligation to give notice of defects in the event of material defects and transport damage

Obvious material defects, transport damage, incorrect deliveries, or quantity deviations must be reported to the Supplier in writing immediately, but no later than 14 days after receipt of the goods.

 

Retention of title

8.1           The Supplier remains the owner of the delivered goods until full payment of all claims arising from the business relationship ("reserved goods").

8.2           The Customer is also entitled to resell the delivered goods in the ordinary course of business until payment has been made, provided that he assigns the claims from the resale, including all ancillary rights in the amount owed, to the Supplier with immediate effect. The Supplier revocably authorizes the Customer to collect the claims assigned to the Supplier for the Supplier’s account in his own name. The Customer may only pledge the reserved goods with the Supplier’s consent or assign them as security.

8.3           When the reserved goods are processed with other objects, the Supplier shall be deemed to be the manufacturer and shall be entitled to co-ownership of the new item in the ratio of the value of the reserved goods. The Customer shall store the new item free of charge for the Supplier in this case. If the Customer resells the new item, para. 8.2 shall apply accordingly.

8.4           In the event of enforcement proceedings by third parties, the Customer must immediately inform the Supplier and cooperate to protect the reserved goods. The Customer shall bear all costs incurred to prevent access and to replace the reserved goods insofar as these costs cannot be collected from third parties.

8.5           The Supplier may exercise the collection authorization in accordance with para. 8.2 if the Customer does not meet his payment obligations or if his financial situation deteriorates. In this case, the Supplier is entitled, without written termination and without setting a grace period, to demand the return of the reserved goods at the expense of the Customer.

8.6           If the value of the security exceeds the claim to be secured by 10%, the Supplier is obliged to release the reserved goods at the request of the Customer.

8.7           The Customer is obliged to properly transport, unload, store and insure the reserved goods against the usual risks at his own expense and to prove to the Supplier that the insurance has been taken out on request.

8.8           If the retention of title is not effective under the law of the country of destination in the above form, the Customer must cooperate to establish a security interest for the Supplier in accordance with the country's provisions.

 

Testing and acceptance

9.1           Work or services are accepted in the Customer's presence by prior agreement. Acceptance can also be agreed upon for delivery services.

9.2           If an acceptance test of a delivery service is planned, it must be carried out in the Supplier's production facilities.

9.3           Acceptance shall take place if the Customer does not assert any justified complaints until the end of the inspection.

9.4           If the Customer waives an agreed acceptance test, or if he is not present at the inspection despite timely notification, the inspection by the Supplier shall be deemed accepted.

9.5           If inspections are delayed for reasons for which the Supplier is not responsible, any additional costs incurred shall be borne by the Customer.

9.6           The use/commissioning after delivery of goods, work or service shall be deemed acceptance.

9.7           After completion of the work or services, the hours worked must be certified by the Customer.

 

Warranty and liability for material defects

10.1         The Supplier warrants that the goods delivered and the work or service provided are free of material or manufacturing defects.

10.2         In the event of a notification of defects the Supplier may demand that the Customer sends the defective part or device to the Supplier or keeps it available for a service technician.

10.3         Properties in the legal sense are only promised if confirmed to the Customer in writing.

10.4         The warranty period for material defects is 12 months from delivery or acceptance.

10.5         The Customer must immediately notify the Supplier in writing of any defects.

10.6         The supplier is only obliged to remedy the defect if the Customer has fulfilled all contractual obligations.

10.7         The Supplier shall not provide any warranty for defects resulting from natural wear and tear or improper handling.

10.8         For software the Supplier assures conformity with program specifications.

10.9         For works and services: if the Customer provides personnel they must be insured according to legal requirements.

10.10       If the Customer provides material and equipment the Supplier is not liable for their quality.

10.11       Non-contractual work is carried out at the Customer's responsibility and risk.

 

Return of deliveries for repair or repair

Statutory provisions on occupational health and safety and environmental protection oblige companies to protect employees and the environment from harmful effects when handling hazardous substances. The Customer must ensure that all devices exposed to hazardous substances are properly decontaminated before being sent for repair.

 

Liability and claims for damages

12.1         If a delivery item or service cannot be used due to the Supplier’s fault, the rules of sections 12.2 to 12.5 apply.

12.2         The Supplier is liable only in cases of intent, gross negligence, injury to life or health, fraudulently concealed defects or typical foreseeable damage.

12.3         Liability under the Product Liability Act remains unaffected.

12.4         For software installations liability for data loss applies only if proper backup procedures were followed.

12.5         Further claims including consequential damages such as lost profits are excluded; liability is limited to the order value unless mandatory law applies.

 

Industrial property rights and copyrights

13.1         It is not permitted to remove trademarks or alter goods so that another party appears as the manufacturer.

13.2         The Supplier retains ownership and copyright to cost estimates, drawings and documents.

13.3         The Customer receives a non-exclusive, non-transferable right to use software supplied with the goods.

 

Data storage

The Supplier stores personal data only insofar as permitted under the EU GDPR.

 

Export permit

If export approvals are required and denied, the Supplier’s offer or contract expires without claims for the Customer.

 

Participation and technical assistance by the Customer in work and/or services

16.1         The Customer must grant access to the assembly site before work begins.

16.2         The Customer must ensure that services can begin on time and without interruption.

16.3         The Customer must ensure that the assembly site, personnel, equipment and facilities are available.

 

Training Courses

17.1         Registrations for training courses or examinations must be submitted in writing using the supplier’s registration forms.

17.2         Minimum number of participants for training courses and examinations is 5 persons.

17.3         Prices are per participant and exclusive of statutory VAT.

17.4         Cancellations must be submitted in writing.

17.5         Participation fees are due immediately upon receipt of the invoice.

17.6         Personal protective equipment must be brought by the Customer.

17.7         Payment of examination fees does not guarantee passing the exam.

17.8         Failed exams may be repeated for a fee.

17.9         Admission requires proof of eyesight according to DIN EN ISO 9712.

17.10       Qualification exams consist of general, specific and practical parts.

 

Applicability

Should individual clauses of these General Terms and Conditions be invalid, this shall not affect the validity of the remaining provisions.

 

Place of performance, law and place of jurisdiction

19.1         The place of performance for delivery services is EXW Waghäusel (Incoterms 2020).

19.2         The law of the Federal Republic of Germany shall apply.

19.3         Place of jurisdiction is at the Supplier’s discretion the competent court in Germany or at the Customer’s registered office.