of ph-cleantec GmbH, Kernen, hereinafter referred to as ph-cleantec or the Seller.

§ 1 Scope

(1) All deliveries, services and offers of ph-cleantec are made exclusively on the basis of these General Terms of Delivery. These form part of all contracts that ph-cleantec concludes with its contractual partners (hereinafter also referred to as the “Customer”) regarding the deliveries or services it offers. They also apply to all future deliveries, services or offers to the Customer, even if they are not separately agreed again.

(2) The terms and conditions of the Customer or of third parties do not apply, even if ph-cleantec does not separately object to their validity in an individual case. Even if ph-cleantec refers to a letter that contains or refers to terms and conditions of the Customer or of a third party, this does not constitute agreement to the validity of those terms and conditions.

§ 2 Prices and payment

(1) The prices apply to the scope of services and deliveries listed in the order confirmations. Additional or special services are charged separately. The prices are understood to be in EUROS ex works plus packaging, the statutory value added tax, and, in the case of export deliveries, customs duties as well as fees and other public charges.

(2) Invoice amounts are to be paid within thirty days without any deduction, unless otherwise agreed in writing. The date of payment is determined by receipt at ph-cleantec. In the event of late payment, ph-cleantec reserves the right to charge, from the second reminder onwards, the statutory reminder fees in the amount of €40.

(3) Set-off against counterclaims of the Customer or the withholding of payments on account of such claims is only permitted insofar as the counterclaims are undisputed or have been established with legal force.

(4) Receivables and liabilities of ph-cleantec may only be sold, assigned or ceded with the express written consent of ph-cleantec.

§ 3 Delivery and delivery time

(1) Deliveries are made ex works.

(2) Periods and dates for deliveries and services indicated by ph-cleantec are always only approximate, unless a fixed period or a fixed date has been expressly promised or agreed. Insofar as dispatch has been agreed, delivery periods and delivery dates refer to the time of handover to the forwarder, carrier or other third party commissioned with the transport.

(3) ph-cleantec is not liable for impossibility of delivery or for delays in delivery insofar as these have been caused by force majeure or other events not foreseeable at the time the contract was concluded (e.g. operational disruptions of all kinds, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, shortage of labour, energy or raw materials, difficulties in obtaining necessary official permits, official measures, or the failure of suppliers to deliver, or their incorrect or untimely delivery) for which ph-cleantec is not responsible. Insofar as such events make the delivery or service substantially more difficult or impossible for ph-cleantec and the hindrance is not merely of a temporary nature, the Seller is entitled to withdraw from the contract. In the case of hindrances of a temporary nature, the delivery or service periods are extended, or the delivery or service dates are postponed, by the period of the hindrance plus a reasonable start-up period.

(4) ph-cleantec is only entitled to make partial deliveries if:

the partial delivery is usable for the Customer within the scope of the contractual purpose,
the delivery of the remaining ordered goods is ensured, and
this does not result in any significant additional effort or additional costs for the Customer (unless ph-cleantec declares its willingness to bear these costs).

(5) If ph-cleantec is in default with a delivery or service, or if a delivery or service becomes impossible for it, for whatever reason, then the liability of ph-cleantec for damages is limited in accordance with § 8 of these General Terms of Delivery.

(6) On request, ph-cleantec is happy to take back used packaging in order to dispose of it properly.

§ 4 Assembly

(1) In the case of assembly, commissioning or instruction work, the Customer is obliged to correctly inform the ph-cleantec staff of all necessary facts. The Customer is responsible for the correctness of its information and for providing the connections.

(2) At the request of the fitters, the Customer must certify the services rendered on the activity reports after completion of the work. As a matter of principle, the signed activity reports are billing bases that cannot be contested by the Customer.

(3) The fitters of ph-cleantec are not entitled to make legally binding declarations. In addition, as a matter of principle they are neither obliged nor entitled to carry out work that goes beyond the agreed service.

§ 5 Passing of risk

(1) The risk passes to the Customer at the latest upon handover of the delivery item (whereby the start of the loading process is decisive) to the forwarder, carrier or other third party designated to carry out the dispatch. This also applies if partial deliveries are made or if ph-cleantec has also undertaken other services (e.g. dispatch or installation). If dispatch or handover is delayed as a result of a circumstance the cause of which lies with the Customer, the risk passes to the Customer from the day on which the delivery item is ready for dispatch and ph-cleantec has notified the Customer of this.

§ 6 Warranty, material defects

(1) The warranty period is one year from delivery or, insofar as acceptance is required, from acceptance. Excepted from this are claims for damages due to injury to life, body or health and/or claims for damages based on damage caused by ph-cleantec through gross negligence or intent. In this respect, the statutory limitation periods apply.

(2) The customer must notify ph-cleantec of obvious defects in writing within a period of two weeks from receipt of the goods; otherwise the assertion of the warranty claim is excluded. At the request of ph-cleantec, the item complained about is to be returned to ph-cleantec carriage-free. In the case of a justified notice of defect, ph-cleantec reimburses the costs of the cheapest shipping route; this does not apply insofar as the costs increase because the delivery item is located at a place other than the place of intended use.

(3) In the case of material defects in the delivered items, ph-cleantec is, at its option to be exercised within a reasonable period, initially obliged and entitled to rectify the defect or to make a replacement delivery. In the event of failure, i.e. the impossibility, unreasonableness, refusal or unreasonable delay of the rectification or replacement delivery, the Customer may withdraw from the contract or reasonably reduce the purchase price. Replaced parts become the property of ph-cleantec.

(4) If a defect is due to the fault of ph-cleantec, the Customer may claim damages under the conditions specified in § 8.

(5) The warranty lapses if the Customer changes the delivery item, or has it changed by third parties, without the consent of ph-cleantec, as well as through unsuitable or improper use, faulty assembly or commissioning, natural wear and tear, faulty or negligent handling, improper maintenance, or chemical, electrochemical or electrical influences.

§ 7 Intellectual property rights

(1) ph-cleantec warrants that the delivery item is free from industrial property rights or copyrights of third parties. Each contractual partner will notify the other contractual partner in writing without delay if claims are asserted against it for the infringement of such rights.

(2) In the event that the delivery item infringes an industrial property right or copyright of a third party, ph-cleantec will, at its option and at its own expense, either modify or replace the delivery item in such a way that the rights of third parties are no longer infringed but the delivery item still fulfils the contractually agreed functions, or obtain the right of use for the Customer by concluding a licence agreement. If it does not succeed in this within a reasonable period, the Customer is entitled to withdraw from the contract or to reduce the purchase price appropriately. Any claims for damages by the Customer are subject to the limitations of § 8 of these General Terms of Delivery.

§ 8 Liability for damages due to fault

(1) For damage that has not occurred to the delivery item itself, ph-cleantec is liable – on whatever legal grounds – only:

a.) in the case of intent;
b.) in the case of gross negligence on the part of the owner/the executive bodies or senior management;
c.) in the case of culpable injury to life, body or health;
d.) in the case of defects that ph-cleantec fraudulently concealed or the absence of which was guaranteed;
e.) in the case of defects in the delivery item, insofar as liability applies under the Product Liability Act for personal injury or damage to privately used items.

(2) In the case of culpable breach of essential contractual obligations, ph-cleantec is also liable in the case of gross negligence on the part of non-managerial employees and in the case of slight negligence, in the latter case limited to the contractually typical, reasonably foreseeable damage. Further claims are excluded.

§ 9 Retention of title

(1) ph-cleantec retains title to the delivery item in a comprehensive form (simple, extended and prolonged retention of title) until receipt of all payments under the delivery contract.

(2) The Customer is permitted to resell the delivery item. This entitlement lapses if the Customer falls into default of payment towards ph-cleantec or generally into financial collapse.

(3) In the case of conduct by the Customer in breach of contract, in particular default of payment, ph-cleantec is entitled to take back the delivery item after a reminder, and the orderer is obliged to surrender it.

(4) The application to open insolvency proceedings entitles ph-cleantec to withdraw from the contract and to demand the immediate return of the delivery item.

§ 10 Final provisions

(1) The place of jurisdiction for all possible disputes arising from the business relationship between ph-cleantec and the Customer is the court responsible for the registered office of ph-cleantec. However, ph-cleantec is also entitled to bring an action at the Customer’s head office. Mandatory statutory provisions on exclusive places of jurisdiction remain unaffected by this provision.

(2) The relations between ph-cleantec and the Customer are subject exclusively to the law of the Federal Republic of Germany.

(3) Insofar as the contract or these General Terms of Delivery contain gaps, those legally effective provisions are deemed to be agreed to fill these gaps which the contractual partners would have agreed in accordance with the economic objectives of the contract and the purpose of these General Terms of Delivery, had they been aware of the gap.

(4) The Customer takes note that ph-cleantec stores data from the contractual relationship for the purpose of data processing in accordance with § 28 of the German Federal Data Protection Act, and reserves the right to transmit the data, insofar as necessary for the performance of the contract, to third parties (e.g. tax advisors, insurers).

As at 01/2023

General Terms and Conditions