GTaC Alfred Nolte GmbH
from February 1st, 2017
- The following conditions apply to all offers. Purchase, workssupplier, works and service contracts, including other contractual services.
- The customer of the supplier accept these conditions by placing an order and receiving the order confirmation as binding. Inserting contradictory only by characteristics of the customer-especially by his ordering conditions- is irrelevant. Written drafted, individual contract agreements have priority, same time individual agreements not conflicting with these GTC remain valid.
- Customer and interested persons data is stored at the supplier electronically. On request, he issues additional information according to §26 BDSG.
- Offers are made according to the documents submitted to the supplier and are non-binding until a valid order confirmation is received. All information about services and weights, rotational speed, power consumption, electricity and water consumption, etc. made by the supplier in the quotation phase are to be considered as provisional until the final technical clarification is done.
- Offers of the supplier may be used only with the approval of bills. In this case, the supplier gets the costs paid incurred by the development of the project in a reasonable amount when the contract is awarded to the other side.
III. Order placement
- Written or verbal orders and agreements which get to the representatives of the supplier, are binding for the supplier only upon written confirmation.
- Drawings of the supplier must be checked by the customer concerning the possible designs of the system and the local installation dimensions. If any discrepancies, the supplier must be notified immediately, otherwise he cannot take responsibility for any incorrect productions.
- The supplier reserves the right to make changes that become necessary in the processing of the project arising from new knowledge or other aspects and limit the initial purpose of the system in any way.
- In case of order cancellation, the supplier reserves the right of billing provided and no longer usable parts and the costs incurred.
- The scope of delivery is apparent from the written order confirmation from the supplier, the BOM and the design drawings. Subsidiary agreements and changes require the express written confirmation of the supplier.
- If the supplier is committed to deliver and assemble a functioning system, the parts and services which are necessary for the pure function of the system, are part of it. Additional parts, equipment or other services that contribute to the improvement, expansion or optimization, are not not included in the scope of delivery – if not agreed about separately.
- In case of changes in the layout of the facility, required by the customer or required due to incomplete information or documents or ignorance of own operational conditions, additional service and work are charged separately to the selling prices.
V. Other parts
- The efforts of the supplier concentrate on smooth order processing to final assembly. Therefore expediently more quantities are carried on. The rest parts are the property of the supplier after mounting end. Individual notes are listed in the order confirmation of the supplier.
- Prices are ex works and do not include utilities such as packaging, loading, freight and cartage, customs, transportation to the installation space and unloading costs and statutory. VAT. A possibly arising packaging, made by the supplier in order to prevent any damage during transport, is charged at cost price and not taken back.
- In contrast to the original agreement for the period of 4 months from the time of order placement orders whose extradition or installation dates postponed by the customer, the supplier may adjust prices to in the meantime occurred wage or material price increases.
- at a contract value of up to EUR 5.000, -: payable within 10 days after the invoice date with a 2 percent discount or within 30 days net, free accounts office of the supplier.
- at a contract value of EUR 5.000, -: payable within 8 days after the invoice date: 30% of the order after order confirmation, 30% of the contract value after half the delivery time, 30% of the contract value at availability, 10% on receipt of the final invoice, respectively plus. VAT., payable without deduction, free accounts office of the supplier.
- If the shipment is delayed upon the customer's request, this does not relieve him from the received payment obligation. For longer storage, the supplier reserves the right to bill storage costs.
- If delays of the acceptance- or the start-up date occur due to customers construction site, payments that are possibly linked to these dates are due, but no later than 8 days after delivery or notification of dispatch or acceptance readiness.
- In case of default of payment, the supplier reserves the right to bill an interest that is additional 3 percent to the Bundesbank interest discount rate.
- If circumstances arise after the contract has been signed which make the credit-worthiness of the customer appear doubtful, the supplier may demand payment in advance or suitable surety. If the customer does not fulfil such a desire within the prescribed period, the supplier is entitled to rescind the contract completely or partially.
- The customer expressly sets aside the clearing of any counterclaims disputed by the supplier.
- The payment of a delivery through change is possible in principle, subject to prior agreement with the supplier. In this case discount charges are payable by the customer. Both check and change are considered as valid only after redeemed.
VIII. Delivery time
- The delivery period begins with receipt of order confirmation, but not before receipt of all documents to be procured by the customer documents, permits, irrevocable release and clarification of all technical details and not before receipt of the agreed deposit.
- Compliance with delivery period mentioned in the order confirmation is the fulfillment of the contractual obligations of the customer, in particular agreed advance payments and on-site services provided by customer in advance. If the customer desires changes after the order, the delivery period shall be extended accordingly. The delivery period shall be deemed met if prior to deadline expiry the delivery item has left the factory or readiness for shipment has been notified to the customer.
- If unavoidable violence, official measures, difficulties in raw material and energy supply, transport difficulties, strike, lockout, war and breakdowns of any kind - even with our suppliers - the supplier is entitled to the delivery time be extended accordingly or the contract in whole or in part, set aside.
- Partial deliveries are permitted and are considered provisional fulfillment of the contractual obligation.
IX. Transfer of Risk and Acceptance
- The risk is transferred to the customer with the dispatch of the goods. The dispatch is considered completed once the goods have left the works of the supplier. Delivered objects are accepted, even if they have minor defects, without prejudice to the rights of subsequent section XII (warranties).
- Time limits on assembly start, -duration and -end quoted by the supplier are not binding and begin with receipt of the order confirmation, but not before complete clarification of all necessary for installation technical implementation details. The period shall be extended if unforeseen obstacles occur, independent of the will of the supplier, as weather-related influence on the assembly procedure, operational disturbances, strikes, lockouts etc. If the start of installation was delayed because of on-site reasons, the supplier is entitled to demand compensation for the additional costs incurred.
- If no arrangement is made, the following measures are included and available and the assembly personnel of the supplier is free to ask for on-site: Foundations, connections and provision of electricity, drained depending on the plant system water, compressed air and de-oiled, etc., Scaffolding , hoists, forklifts, cranes, crane tracks, lifts, and adequate lighting and heating. Also include earthworks, bricklaying, carpentry and final painting including building materials, flashings and supports needed to incl. The customer has to provide the electrical and pneumatic installation work on the services. On request of the assembly leader of the supplier assistants to be provided for free in sufficient numbers. For the transport of individual, irreducible system parts sufficiently large openings must be available in building and any obstacles be eliminated. For the storage of tools, supplied parts, equipment, work clothes, etc. dry and lockable premises are to be kept. The customer is liable for any loss of things in his custody. Phone calls to the assemblers, which are in connection with the assembly processing, are to allow for free. Each individual case of on-site services that arise in detail in the order confirmation of the supplier and the collusion of both parties.
- Deliveries of goods to be stored properly and as close as possible to the installation site. The place must be easily accessible, secured and suitable for any necessary pre-assembly. High-quality equipment must be protected from the weather. The supply must be insured against theft, since the lack of parts can cause costs for replacement and installation interruption costs. Unloading of the equipment and the transport to the utilization point is - if no other arrangements have been made – to be done by the customer.
- During testing and commissioning at the customer Both the designated user and support staff to attend for the purpose of admission. For the test run, the later operating conditions must be met, or at least be simulated in order to regulate the system can be carried out simultaneously. The commissioning and running the control system may extend over several days and is part of the chargeable mounting effort. An inadequate period for this can later lead to business interruptions that are disproportionately higher in cost. If this work cannot be carried out immediately after the end of assembly, without the supplier, so the cost of the repeated posting of the commissioning personnel will be invoiced. The customer bears the costs for energy, materials and personnel for the successful commissioning.
- After mounting end equipment made by the supplier are to be taken over immediately on the date agreed about in advance or to be handed over. The acceptance and handover of the equipment must not be hindered by the fact that the machine or equipment from other manufacturers, which are connected to the system of the supplier, during the test run are not or only partially operational. If a possible delay of the acceptance date the responsibility of the customer or as also due to the fact that having the site asked or installed electrical switching device defects, so the resulting costs are borne by the customer. If the customer does not cooperate despite a request during the acceptance, the work will be regarded with the due date for the acceptance date as accepted. If the system is driven prior to the acceptance with knowledge of the supplier, the customer has to bear the full maintenance until the time of acceptance responsibly. If the plant is taken in operation without permission of the supplier, then the acceptance shall be the beginning of use as carried. The acceptance certificate must be signed by the customer. Possibly deficiencies, lack of small items or the need for smaller rework shall be specified therein. The discovery of such small defects has no effect on the signing of the acceptance report. The supplier guarantees prompt remedial measures.
- As a basis for the installation costs and other services the rates of the supplier apply. Preparatory visits, assembly, measurement, balancing, commissioning, trial run, operator training and the transfer are chargeable. Labor and travel hours, travel expenses, fare costs, tools and luggage cargo, heavy duty- or dirt allowances will be noted on work hour sheets and presented to the customer for approval and signature. For free of charge installation work the hours worked also to be confirmed by the customer on the work hour sheets. By signing off, the services provided by the assemblers are considered as accepted. This also applies to general packages or special agreements. The settlement by the respective cost reference rates is carried out after completion of the assembly work, for large assemblies on a weekly basis. Changes in the layout of the facility, which are caused by structural difficulties or by the customer (for example in case of subsequent change of the site of the plant or machinery, and characterized differently extending piping), are settled in principle base on the time sheet. For compliance with a package price applies: The customer services shall be provided in due time and properly. All field conditions for a normal and uninterrupted course of the installation and commissioning must be met. If the above requirements are not met or if by customer desired changes occur, the supplier is entitled to demand resulting additional costs in addition to the flat rate. Waiting time of the assemblers caused by customer fault or other unforeseen occurrence, the supplier is not responsible for incidents due to delays in construction of the plant, calculated at the same hourly rate as for working. When mounting interruptions that arise due to structural circumstances or at the request of the customer, will be charged for the trip home and re-directions, as separately provided resulting travel times.
- Installation costs are cash expenditure and therefore to pay on receipt of invoice without deduction. Any offsets are excluded.
- If the course of the installation or the use and the work of the technicians of the supplier or the hour and costs evidence be rejected, this is immediately to be forwarded to the assembly foreman, as subsequently incoming complaints cannot be accepted.
- The mechanics of the supplier, which carry the necessary tools for their own use are to provide all the necessary securities to build the plants. This refers with priority to the proper scaffold building, and the provision of impeccable lifting and transport. In all cases, the accident prevention regulations must be observed. The mechanics of the supplier should be instructed in individual-site regulations
- The operator must comply with its daily and the operating conditions required operating controls regularly. The daily operating control includes all mechanical drives, the function of the entire system with regard to the provision of the full power and control of emissions. Mounted measuring and control equipment are also included in this daily check. At least at monthly intervals, the pipeline system, the sensing elements and the panels are to be checked. Careful consideration should be the disposal and exhaust installations.
- The supplier strongly advises well to provide monitoring and control instruments by competent manufacturers to prevent possible damage. Guidelines for proficiency testing, installation and maintenance of continuously operating emission measuring instruments were created to implement the § 48 of the Federal Immission Control Act. On request, the supplier provides with the contact of the respective manufacturers of such equipment.
- The customer and user has to follow the operation and maintenance manuals, and any accompanying documentation and functional descriptions of the supplier in the smallest detail (see Section XII warranty)
XII. Warranty and liability
- The supplier shall be liable for defects and errors of his supplies and installation services, excluding further claims as follows: At the discretion of the supplier all parts shall be reworked or replaced free of charge if applicable as follows, within 12 months in single shift - detected in multi-shift operation within 6 months after delivery, assembly plants since commissioning due to a situation prior to the transfer of risk, in particular due to incorrect design , poor materials or defective execution are significantly affected unusable or their usefulness. The same applies to the operation of the system and the redemption of the emissions / - imissions and other technical values stated in the order confirmation of the supplier.
- The supplier is not responsible for defects which are attributable to the following reasons:
- If the customer requires, expressly against the by the supplier intended plant design, a different or modified version or if the supplier has been provided with incorrect or incomplete information for the planning or design of a plant or a device.
- If the information of the customer about noise emissions- and pollution limits to be maintained, including the position and distance of action places the noise sources either not present, not correctly or completely. Additional, specially requested by the customer noise reduction measures and the necessary measurements are chargeable. For the assessment of noise in the workplace is made to the VDI guidelines and the UVV-noise regulations. The exposure values for the evaluation of industrial noise in the neighborhood are also the VDI guidelines and the technical instructions for Noise Protection (TA-Lärm) refer to.
- If the inflowing air is of lower quality than the TLV-demand.
- If sensor elements on site planned and provided.
- If self-assembly, without involving the supplier at least for balancing, commissioning, handover, including the necessary measurements, chargeable.
- If made by the customer or third parties improperly and without prior consultation or approval of the supplier changes or supplements work from any liability, for any damages arising later for the supplier.
- Electric switching and control systems that were supplied by the customer provided and installed or installed by the customer, the guarantee for those functions that are directly related to the electrical system. The normal guarantee can be maintained if the supplier - at cost - per order and time is given the opportunity to review the entire electrical system in place and to be present at the commissioning and acceptance.
- If the maintenance and control procedures provided by the supplier as well as functional descriptions were not properly observed and respected.
- If in the usual practice, daily and monthly plant inspections were not correctly executed.
- In case of excessive use.
- Purchased second-hand equipment.
- Components that are subject to natural wear and corrosion Please note any restriction reservations in the order confirmation of the supplier.
- For orders that are placed with the supplier due to a third party service specification he will happily accept the responsibility for the performance of its equipment only in accordance with the predetermined values. The supplier, however, cannot assume any responsibility for the design and assembly and thus to the overall functioning of the system.
- If the customer wishes for the other members to third party service description order a plant functional guarantee, then a revision of the project is inevitable. Should any resulting technical and price changes no agreement between the parties can be achieved in terms of, both parties may withdraw from the contract without any compensation claims can be made of it contends.
- For third party products, the supplier can limit, the liability to the assignment of liability claims to which he is entitled against the supplier of the third party products.
- If service date delayed from on-site reasons, the agreement in accordance with the warranty start coupled, so the warranty period begins to run from the date on which the supplier's performance could provide, if the on-site delay had not occurred./li>
- If there are deficiencies in any way, the supplier shall be informed immediately in writing of the complaint which is to describe accurately. Replacement parts are property of the supplier.
- If the supplier is not able to remedy the defect properly in a reasonable time, then the customer depending on the agreement is entitled to rescission (cancellation of contract) or reduction (reduction of payment).
- Only in urgent cases, the supplier to be informed about, or in the event of default, the customer is entitled to remedy the defect itself or have it remedied by third parties and to demand adequate compensation of its costs.
- The supplier can refuse to remedy the deficiencies as long as the customer has not properly fulfilled its contractual obligations up to this point. If defects are asserted, there is no doubt as to its justification, and the customer is previously complied with the agreed payment obligations, this may the rest withhold payment only to the extent which is in reasonable proportion to the defect that occurs.
- The customer is liable for damages on-site due e.g. to to poor performance, non-safety-oriented action or behavior, faulty transport or lifting gear, etc.
- Claims for damages by the customer against the supplier, his fulfillment and performing assistants, regardless of the legal reason, including from negligence in connection with contractual negotiations of arrears, the absence of guaranteed properties, breach of contract and or tort are excluded, unless which are based on intent or gross negligence. Claims for damages for loss of profit (for example, loss of production) are excluded.
XIII. Authorization systems
- Systems which cause serious environmental damage, are subject to approval in accordance with § 4 of the Federal Immission Act. The check whether the contemplated facility requires a permit, subject to the customer, who then has to also submit the request for authorization from the competent authority.
- If the licensing authority demand by the permit aggravating conditions, no claims against the supplier are derived. Changes, additions or improvements which may be necessary due to failure or incomplete communication of requirements of the permit to the supplier (this also applies to later editions issued), are charged to the customer. Measurements and structural calculations that are required because of the permit to demonstrate compliance with requirements imposed are to be performed at the customer, and he also has to bear the costs incurred.
XIV. Retention of title
- The supplier reserves the ownership of the delivery item until all payments from the delivery fulfilled, including future claims against the purchaser arising from the business relationship. This is applies also to the current account after balance.
- The acquisition of ownership of the customer to the delivery item in accordance with § 950 BGB in case of processing into a new item is excluded.
- The customer is entitled to resell the delivery item prior to its full payment only in the ordinary course of business. This is entitled neither to pledge nor to collateral assignment.
- The claims of the customer from the resale of the reserved goods shall be assigned to the supplier. The assigned claim serves to its security only in the amount of the value of the reserved item sold in each case. The customer is authorized to resell and the involvement of the respective receivable from the same despite the assignment, however, the supplier may at any time disclose by a corresponding notice to the customer of the assignment. The customer is obligated to deliver the requisite declaration.
- Instead of the retention of title may exercise any replacement rights that are permitted by the law of the buyer country, the supplier, at his discretion. The customer is obliged to submit the relevant certificate. Even in the case of the exercise of the retention of title Interest may be calculated in the usual bank rate.
XV. The customer's rights
- The customer can withdraw only for the reasons listed below from the contract, unless the supplier agrees to the request to withdraw consent. In this case, however, must pay for the hitherto produced special constructions and parts of the customer.
- The customer can withdraw from the contract if the supplier has a power output of unacceptable by the customer reasons is impossible or culpable non-compliance with a reasonable grace period, which has provided with an explicit statement of refusal of the customer.
- To the extent permitted by law, all other claims of the customer are excluded.
- Procedures for consumers: If necessary, we would participate voluntarily in a conciliation. This is limited to products to keep and improve appartments and houses and to valuable domestic appliances, each case limited to a value up to € 3000,- Responsible Consumer arbitration body: Allgemeine Verbraucherschlichtungsstelle des Zentrums für Schlichtung e.V., Straßburger Str. 8, 77694 Kehl, https://www.verbraucher-schlichter.de ; ODR-Platform of EU-Commission: https://webgate.ec.europa.eu/odr/main ;
XVI. Supplier's Right of withdrawal
- Mobilization, war, strike, lack of raw materials at normal prices, fire, significant operations or traffic or similar events, as force majeure in the business of the supplier or its subcontractors, the supplier, in so far as its services and supplies are affected, entitled to a corresponding amendment of the contract or for partial or total withdrawal without recognition of any claims for damages.
- If it turns out later that the execution of an investment in the originally intended version from the supplier not previously known reasons impossible or the use of a particular device by new aspects for the present case of need is not acceptable, then the supplier shall have a right of withdrawal, without being liable for damages.
- If the supplier has reasonable doubts about the solvency of the purchaser to pay after order confirmation, the supplier may either withdraw in the same way the contract or demand early cash or security for the purchase price at his discretion.
XVII. Performance / Jurisdiction
For all of the contractual relationship or on the conclusion of the contract, directly or indirectly resulting disputes including actions on dishonored bills and checks or due to the retention of title is agreed jurisdiction Reinbek.
XVIII. Validity of Contract
The contract remains binding even if individual provisions are legally ineffective, the remaining parts. This does not apply if adherence to the contract would represent an unreasonable hardship for a party.
release: February 1st, 2017