General terms and conditions
I. General
We do not recognise any sales and delivery conditions of our customers that are contrary to our terms and conditions, unless we have explicitly agreed to their validity in writing. Should there be contradictory general terms and conditions, § 306 para. 2 BGB (German Civil Code) shall apply.
II. Offer
Our offers in brochures are subject to change and are non-binding. They do not constitute an offer within the sense of § 145 BGB (German Civil Code). Individual offers that are sent to the customer are also non-binding; the placing of an order represents the customer's offers, which become part of the contract to the extent that we confirm their acceptance. Technical calculations provided to the customer and systems requested by them take into consideration the information provided to us by the customer for this purpose. In this regard, the customer is responsible for checking the dimensions, weights, quantities and technical data provided by us. Our specified delivery times are non-binding. We reserve all proprietary rights and copyrights to cost estimates, designs and technical calculations. They must not be made accessible to third parties.
III. Order placement
Orders shall only be deemed accepted if they have been confirmed or fulfilled in writing by us within a reasonable time period. Apart from the written placement and acceptance of the order, there are no further agreements. No assurances have been given in particular beyond the contents of the contract set down in writing. The seller is entitled, even after conclusion of the contract, to demand appropriate securities from the buyer, such as in the form of unlimited, directly enforceable bank guarantees, and can make the fulfilment of the contract dependent on the provision of the security. The seller is entitled to withdraw from the contract if the buyer does not provide the requested security within a reasonable period of time despite repeated requests and the fixing of a deadline by the seller.
IV. Prices
Prices are exclusive of freight and packaging costs. Prices are subject to change without notice. The calculation is based on the prices that are valid on the day of dispatch. Any inflation surcharges made by our suppliers are passed on to the customer. If materials are traded at prices quoted on the stock exchange, the price on the day of delivery applies. Calculation errors made in invoices can be subsequently corrected. If the net value of the goods is less than 50 Euros, a minimum quantity surcharge of 15 Euros will be imposed; the customer has the opportunity to prove that the costs for compiling the goods and invoicing are lower. Commissioning, special transportation or other additional deliveries and services are charged separately.
V. Payment conditions
The invoice amount is due 30 days after the date of issue without deduction, unless another method of payment has been agreed upon. Invoices for heat transfer liquids and cooling brines, rents, freight costs as well as interest calculations must be paid 10 days after the invoice date. Repair work will be deemed to have been accepted in the sense of § 640 BGB (German Civil Code) unless the customer notifies us on the day after completion of the repair that they do not accept the work performance. Invoices for any repair work carried out are to be settled 10 days after acceptance. The acceptance of promissory notes and customer bills requires a separate agreement. The customer shall bear the immediately payable exchange and discount charges. The seller reserves the right to deliver goods only by cash on delivery. We shall charge reminder fees and default interest at the statutory rate for late payment from the 31st day after the invoice date, if and to the extent that the seller has not incurred greater damages due to the delay. In such a case, they may demand compensation for the loss of interest actually incurred. Discount invoices must be paid immediately. Should any counterclaims arise, the refusal of payments or the assertion of a right of retention on the part of the customer is not permitted where the claims to which the customer refers are disputed or not legally established. All our claims shall become payable, regardless of the term of any bills of exchange accepted, if the purchaser fails to meet their payment obligations or if circumstances become known which diminish the purchaser's creditworthiness. In this case, the seller has the right to prohibit the resale of the items delivered under retention of title and/or to demand their return at the expense of the seller, without the seller being entitled to a right of retention in this respect. The seller is also entitled to revoke the authorisation to collect receivables from resale. The right of the seller to withdraw from the contract remains unaffected here.
VI. Delivery and shipment
Deliveries are made carriage forward and at the risk of the buyer.
Rules for delivery and dispatch of special equipment and composites:
The confirmed dates shall be understood as outgoing dates ex works. A preliminary complete or partial delivery to a reasonable extent is permissible. Delivery dates and deadlines shall be extended in the event of force majeure or other unforeseeable events which cannot be reasonably overcome and over which we have no influence and which considerably impede our delivery, such as operational disruptions, transport delays, customer change requests, strikes, failure of customers to provide materials, lockouts, incorrect or late delivery by our suppliers for the duration of the impediment plus a reasonable start-up period. The customer shall be notified of such factors within 3 days of their discovery by us. Robert Schiessl GmbH does not coordinate loading or placement at the shipping destination. The customer must organise appropriate loading aids (forklift trucks, cranes, lifting vehicles). If the goods are sent at the customer's request, then the risk of accidental loss and deterioration of the goods shall be transferred to the customer upon their dispatch to the shipping agent, but at the latest when they leave our factory or warehouse, regardless of whether they are dispatched from the place of fulfilment and who is responsible for the freight costs. If the goods are ready for dispatch and dispatch is delayed for reasons outside our control, the risk shall pass to the customer upon receipt of the notification that the goods are ready for dispatch. The customer shall bear the storage costs in the event of a delay in acceptance. The current rate is €4/m² per day of storage space and is due on the tenth day of delay.
Regulation of provisions for special installations and composite constructions:
We shall not assume any responsibility for the possible loss of the goods for customer-supplied items. All necessary documents must be immediately submitted to Robert Schiessl GmbH. Provisions must be made available on the desired date at Robert Schiessl GmbH or at the agreed production site. This is the sole responsibility and liability of the customer. We reserve the right to deliver unfinished systems if supplies are not available on the desired date. If untimely provisions lead to delays in the production process, we reserve the right to charge the corresponding additional expenses.
VII Release of containers
Steel cylinders, iron drums and such like will generally be made available to the customer free of charge for the first 120 days, with the exception of all recycling bottles. However, the costs for the release of the containers shall be calculated as follows:
- for refrigerant bottles from the 121st day €25 per day and bottle
- for large rental containers from the 61st day €15 per day and container
The day on which the containers are made available to the customer shall be included in the calculations; the amounts stated shall be calculated for each day accrued following the expiration of the cost-free period. The customer shall confirm with their signature on the delivery note that they have received the containers free of any damage. They are liable for damage to the vessels that occurs while they are in their possession. The containers shall be returned by the customer carriage paid. Costs for the transfer for use must be paid within 10 days of the invoice date. Vessels and other packaging and containers are only available to the customer for the purpose of transporting the goods and then only for the time required for this and for removing the contents. Any other use is prohibited. The contractual partner in this respect shall be exclusively the customer, even if the delivery of the containers is made to a third party specified by the customer.
VIII. Liability for defects
The limitation period for warranty claims for defects is governed by the provisions of the German Civil Code. The limitation period shall not start again in cases of subsequent fulfilment. Claims for incomplete or incorrect delivery as well as complaints about recognizable defects must be made to the respective store in writing without delay. Defects which have not been notified to the seller within 7 days following receipt of the shipment or 7 days following discovery in the case of non-identifiable defects shall be deemed approved and shall no longer entitle the buyer to assert claims for liability for defects. It is the responsibility of the buyer to immediately check each delivered item for defects. Rejected goods must be returned to the seller or to the manufacturer's factory at the buyer's expense if the seller requests this. The seller reserves the right to rectify any defects that have been justifiably asserted or to have them rectified by repair. If the seller decides on subsequent fulfilment, the transport costs will be reimbursed to the buyer, insofar as the reimbursement of costs is not excluded and/or limited due to disproportionality in accordance with § 439 III of the German Civil Code. The buyer shall grant the seller the right to rectify the defect twice for each defect. The seller also reserves the right to fulfil claims for liability for defects that are justifiably asserted by means of a replacement delivery. Until such time as a factory decision has been made on the justification of the notice of defects and the seller has decided on how to satisfy the claims for liability for defects, the seller shall, at the buyer's request, deliver a replacement and charge the buyer for the value of the replacement delivery. The invoiced amount will be refunded if the notification of defects proves to be justified or if it is decided that the claims for liability for defects will be satisfied by replacement delivery. The buyer shall only be entitled to claims for reimbursement of any expenses incurred within the scope of § 439 III BGB (German Civil Code) if the seller decides to have the defects remedied by the buyer. Should the return of goods on the grounds of a complaint show that the complaint was unjustified, the seller is entitled to charge an appropriate fee for the inspection of the goods. Should it not be possible to return the rejected goods, the buyer can only demand costs for a subsequent fulfilment carried out or arranged by themselves from the seller if and insofar as the seller has given their approval and the cost framework authorised by the seller is not exceeded.
Additional provision Warranty for special and compound installations:
We shall not provide any warranty for material supplied by the customer or procured on the basis of specifications provided by the customer, nor for designs prescribed by them. Any unauthorised rectification of defects by the customer or third parties shall result in the loss of all claims for defects against us. We shall not accept any costs for the rectification of defects by the customer or third parties without our prior written consent. This shall not apply in urgent cases, especially those that cannot be postponed, where operational safety is endangered or to prevent disproportionately large damage. In such cases, we are obliged to notify you immediately and only to reimburse the necessary costs. We shall not accept any liability or obligation to accept warranty claims for damages, particularly in the event of unsuitable or improper use, incorrect assembly or commissioning by the customer or third parties, naturally occurring wear and tear, defective or negligent handling, improper maintenance, excessive stress, improper storage and transport, unsuitable operating materials, defective work, chemical, electro technical/ electronic or electrical influences. There is also no liability and obligation to accept warranty claims, particularly for the following measures and actions of the customer or third parties and their consequences: Improper rectification of defects, modifications to the delivery item without our prior consent, attachment and fitting of parts, especially spare parts which do not originate from ourselves or which have not been explicitly approved for fitting, as well as failure to observe the operating instructions. To the extent that claims exist, we shall initially provide a warranty for defects in the goods at our discretion either by repair or replacement. If the subsequent fulfilment fails, the customer may, in principle, demand a reduction in the payment amount or revocation of the contract at their discretion. In the event of only a minor breach of contract, particularly in the case of only minor defects, the customer shall not, by contrast, be entitled to revoke the contract. If the customer chooses to revoke the contract due to a legal or material defect following failed subsequent fulfilment, they shall not be entitled to any additional claims for damages due to the defect. If the customer chooses compensatory damages following failed subsequent fulfilment, the goods shall remain with the customer. The compensatory damages shall be limited to the difference between the purchase price and the defective item. This shall not apply if we have culpably caused the breach of contract. We shall accept a maximum charge rate of €45/hour for the approved rectification of notified defects by customers or third parties within the scope of the warranty, irrespective of Sunday, public holiday or other hardship allowances, for specialist personnel. Travel times and expenses must be accounted for separately and coordinated appropriately in accordance with economic and ecological aspects of the expenditure/deficiency. Journeys to the site subject to complaint that are more than 200 km away are subject to approval. We reserve the right to balance the invoice in the event of disproportionate transport and travel costs in relation to the reported defect. The statutory provisions on flat rates per kilometre shall apply. The work and activity reports must be submitted to us in writing without delay. Replaced or reconditioned components that are cost-intensive will be made available again in exchange and may not be invoiced to us. The same applies to auxiliary agents, operating fluids, lubricants and refrigerants.
IX. General liability
Claims for damages of any kind against the seller or their vicarious agents - in particular due to breach of ancillary contractual obligations, for default on completion of the contract, for unlawful acts - are excluded, unless there is intent or gross negligence on the part of the seller or their vicarious agents. This shall not apply in cases of damage to life and limb. If the buyer is a company, there shall also be no liability if there has been gross negligence of ordinary vicarious agents, unless there is a breach of cardinal obligations in this regard. The liability shall in any case be limited to the amount at which the respective risk has been insured by the seller, however, to a maximum of the delivery value, insofar as this is legally permissible. Insofar as the seller themselves are entitled to damage compensation claims against their suppliers, for example under the Product Liability Act, the seller is entitled to assign these to the buyer. The buyer has to first do everything that is reasonable for them out of court to satisfy themselves from the assigned claims. Claims for damages can only be asserted against the seller if this does not lead to success, unless they are contractually excluded. Claims for damages resulting from delay in delivery for which the seller is not responsible cannot be asserted. Third party companies including their employees are not vicarious agents of the seller.
X. Return of goods
If the seller is in agreement with the return of the goods and the repayment of any purchase prices already paid, beyond claims for liability for defects and cases of withdrawal, such an exchange will only be processed if the buyer provides the seller with the full details of the purchase data (delivery note and invoice number). Any returns must be free of freight charges to the place specified by the seller. The seller is authorised to revoke their consent to the exchange if the goods or the original packaging (not transport packaging) is damaged or missing. There will be no possibility to exchange parts that have already been installed, devices that have been ordered especially for the customer and for items and refrigerants that are not in stock. The customer shall contribute to the processing costs of the return of goods to a minimum amount of Euro 15,--/ product or up to 10% of the value of the goods. The buyer has the option of providing proof of lower expenses.
XI. Retention of title
The seller reserves the right of ownership of the goods that they have delivered until all claims against the buyer that have already arisen at the time of delivery have been paid. This shall also apply to such claims until bills of exchange and cheques have been redeemed. This does not include claims due to repair and maintenance work carried out. The working and processing of our goods subject to retention of title shall be carried out for the seller without any obligations arising from this for the seller. If the goods subject to retention of title delivered by the seller are processed, combined or mixed with goods under the ownership of third parties, the seller shall be entitled to ownership of the new item or the mixed stock in the proportion which corresponds to the value of the goods subject to retention of title in relation to the value of the new item or the mixed stock at the time of processing, combination or mixing. If the buyer acquires sole ownership of the new item pursuant to the law through combination or mixing, the parties shall hereby agree that the buyer shall transfer co-ownership of the new item to the seller in the ratio of the value of the goods subject to retention to the value of the new item arising at the time of combination or mixing and shall keep this in safe storage for the seller at no extra cost. In order to ensure that the goods delivered by the seller are still clearly identifiable following combination or mixing, the buyer undertakes to specifically identify and document them in their records and invoices. The buyer is only permitted to sell the delivered goods and the items resulting from the working and processing within the regular course of business. If the seller so requests, the buyer shall insure the goods subject to retention at their own expense. The purchaser is prohibited from pledging or transferring by way of security the goods subject to retention. Claims arising from the resale of the goods subject to retention are assigned to the seller upon conclusion of the contract, irrespective of whether the sale takes place without or after processing, combination or mixing with other items that do not belong to the seller. The buyer accepts the assignment upon conclusion of the contract. If the goods subject to retention are sold after processing, combining or mixing with other items that do not belong to the seller, the claim is assigned to the amount of the invoice value of the goods delivered subject to retention. The buyer shall only be authorised to collect the claims to the extent and for as long as they meet their payment obligations to the seller. In the case of default of payment or suspension of payment, in particular after filing for bankruptcy, the buyer is obliged to notify their customers of the assignment and to send the seller a list of the claims assigned to them. The buyer is obliged to immediately notify the seller of any access by third parties to the goods subject to retention or attachment of claims by sending the corresponding documents together with a declaration in lieu of an oath as proof of the retention of title existing in favour of the seller. The seller is entitled to demand an immediate return of the goods that haven't yet been sold in case of default of payment by the buyer, without this already constituting the exercise of the seller's right of withdrawal. Until such time as the goods subject to retention have been returned, the buyer shall store the goods subject to retention separately from other goods on behalf of the seller, mark them as the seller's property, refrain from any disposal of the property to which the seller is entitled, and to provide the seller with a list of the goods still subject to retention of title. The buyer is obliged to insure the goods against fire and the risk of theft. All claims against the insurer with respect to the goods subject to retention are assigned to the seller upon conclusion of the contract. The seller accepts the assignment upon conclusion of the contract. At the request of the buyer, the conditional seller undertakes to release the (co-)ownership reserved and granted to them in accordance with the above conditions at the seller's discretion to the extent that its value that can be realised in the event of security exceeds the claims to be secured by 20%.
XII. Court of jurisdiction/place of performance
The parties agree that German law shall apply to the exclusion of the provisions of the EGBGB (Introductory Act to the German Civil Code) concerning private international law and that German courts shall have jurisdiction. The court of jurisdiction for all claims arising from the contractual relationship shall be the Regional Court of Munich I or the District Court of Munich, if, according to the amount in dispute, the jurisdiction of the Regional Court has not been reached, as far as legally permissible. The place of performance for both parties is Oberhaching or the corresponding sales branch of the seller.
XIII. Severability clause
If one of the above terms and conditions is or becomes invalid, the validity of the remaining provisions shall not be affected. The invalid clause shall also be replaced by a provision which comes closest to the invalid clause in terms of content.