Allgemeine Geschäftsbedingungen der SKADEC GmbH
TERMS
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Business Unit "Service, Maintenance, Repairs, Assembly"
§1 General / Scope of Application
These terms and conditions concern the range of services “Service, maintenance, repairs, assembly of Skadec GmbH”, they concern all orders / contracts for this business area.
These terms and conditions apply exclusively to business transactions with entrepreneurs in accordance with § 12 BGB.
The following terms and conditions apply exclusively to all our offers/contracts in this business area and all related services/deliveries. By placing an order, the customer agrees to these in full. Deviating conditions are only valid if they are specifically agreed and confirmed by us in writing. Amendments to individual conditions shall not affect the others. Counter-confirmations by the customer with reference to the validity of his terms and conditions of business or purchase are hereby contradicted. Rights and obligations arising from a contract may not be transferred to third parties without our express consent. Until otherwise agreed, these terms and conditions shall apply to all current and future business transactions, even to the extent that no special reference is made in the case of an individual order placed within the framework of an existing business relationship.
These terms and conditions also become effective upon receipt of our services, they can be viewed in their current version at www.skadec.de and downloaded as a file.
§2 Subject of the Contract / Remuneration
These GTCs concern the general regulations for the performance of services from the range of services “Service, Maintenance, Repairs, Assembly” of Skadec GmbH as well as related consulting services and associated other contracts. Individual regulations are agreed in the respective individual contracts and take precedence over these General Terms and Conditions.
Insofar as purchase transactions for spare parts arise in the context of such orders, such as repairs, the general terms and conditions of Skadec GmbH apply to the execution of these purchase contracts, which can also be downloaded as a file under www.skadec.de.
As a contractor, we take over the service, maintenance, repair and assembly services for the systems, parts and components supplied by us in accordance with the order description, if necessary and by arrangement also for third-party makes.
Our offers are subject to change unless the binding nature is expressly declared in writing. Insofar as dimensions and weights or pictures and/or drawings are given, these are considered approximate values or exemplary.
The remuneration specified in the service description is an integral part of the contract. If the remuneration does not result from the service description, it is to be determined according to our offer. It shall be deemed to have been agreed at the latest if the Client does not object to the offer within a period of 8 working days or if he accepts our services before accepting the offer.
If the contractor is deployed outside our headquarters, costs will be charged for travel expenses, expenses and other expenses.
All prices and remuneration are net amounts plus the statutory value added tax in the applicable amount.
Invoice amounts are due for payment 10 days after the invoice date. Only the credit to our account is timed. If the client is in default of payment, default interest at the statutory rate is due.
The assertion of a right of retention or offsetting due to any counterclaims by the client is generally excluded. In exceptional cases, set-off is only permissible if the counterclaim submitted for set-off on our part is undisputed or has been legally established.
§3 Obligation of the Client to Cooperate
The Client shall support our staff in carrying out the agreed services to the best of its ability and at its own expense. In particular, our staff must be provided with assistants, aids as well as electricity and water, including the necessary connections, free of charge to the extent necessary for the completion of the order. The same applies to the provision of consumables and operating materials.
The client is obliged to take the necessary measures to protect persons and property. He must inform our staff about existing special safety regulations, insofar as these are important for the services to be provided under the existing contract. He must also work towards compliance with these safety regulations by our staff and inform us in the event of violations.
For the services to be provided on site at the client’s premises, a contact person for our staff must be named and kept available, who is responsible, competent and authorised for all questions relating to the completion of the order.
§4 Time of performance
The time of service provision is specified in the service description, and then becomes binding through a mutual signature.
If no specific date for the provision of the service has been agreed, we will notify the Client of the date in writing no later than 10 days before the performance of the service. If the execution of the work on the specified date is not possible for reasons on the part of the Client, the Client is obliged to notify us accordingly at least 5 days before the announced date of execution of the work. If this notification is not given or is not given in time, the agreed price will be due in full.
If the execution of our work is delayed due to industrial disputes, in particular strike action and lockouts, as well as due to force majeure or other circumstances for which we are not responsible, the period for the provision of services will be extended accordingly.
If the provision of services is delayed due to circumstances for which the client is responsible, we can claim the resulting damage as well as additional expenses. Any further statutory claims shall remain unaffected.
§5 Commencement and Duration of Contracts
A contract comes into force with the legally effective signing of the order/service description by both contracting parties. If it has not been disposed of by a specific provision of services, it is closed for an indefinite period of time.
Otherwise, the contractual relationship ends if it is terminated in writing by one of the contracting parties with a notice period of 3 months to the end of the month. The decisive factor is the time of receipt of the notice of termination by the respective recipient. The right to extraordinary termination remains unaffected.
§6 Warranty / Liability / Damages
In all cases of contractual or non-contractual liability in the event of intent and gross negligence, we shall be liable to the contractual partner for damages or reimbursement of futile expenses in accordance with the statutory provisions.
In other cases, unless otherwise stipulated in the following paragraph, we shall only be liable in the event of a breach of a contractual obligation, the fulfilment of which is essential for the proper execution of the contract and on the compliance of which the contractual partner may regularly rely ( so-called cardinal obligation ), and this is limited to compensation for foreseeable and typical damages. In all other cases, our liability is excluded – to the extent permitted by law and subject to Section 3 below.
Our liability for damages resulting from injury to life, limb or health and under the Product Liability Act remains unaffected by the above limitations and exclusions of liability.
The aforementioned limitations and exclusions of liability do not apply to claims that should have arisen due to fraudulent conduct on our part.
The aforementioned limitations and exclusions of liability also apply to our employees, employees and vicarious agents.
§7 Statute of Limitations / Acceptance
All claims of the Client, regardless of the legal basis on which they are based, shall become statute-barred after the expiry of 12 months. The limitation period begins with the conclusion of our service provision, which we notify the Client.
If a contract contains a specifically designated performance success, we can demand formal acceptance after completion of the service provision. In these cases, the limitation period begins after acceptance. The Client may not refuse acceptance in the event of a non-material defect.
Actual use of the services provided replaces acceptance. In addition, the provisions of § 640 BGB apply.
For the claims in cases where an exclusion of liability / limitation of liability is prohibited by law, the statutory time limits apply.
Insofar as supplementary performance work is carried out on our part, the limitation period is extended by the duration of this work.
§8 Training
If agreed or necessary, we also provide training and instruction services. Such measures generally take place at the registered office of our company, unless a different regulation is agreed.
The training fee will be invoiced after the training measure has been carried out and is due immediately.
Training materials are subject to our copyright and may not be published, duplicated, distributed or made accessible in any other way without our consent.
A cancellation of the training measure must be received by us in writing at least 7 days before the training measure is carried out. If the cancellation letter is received later, the full training fee must be paid.
We reserve the right to make changes to the content of the training, to cancel it for reasons beyond our control, or to postpone it, without the client having any claim as a result.
We are obliged to issue the client or the participants in the measures with appropriate certificates of participation.
§9 Other Obligations of the Client / Copyrights / Software
During the agreed business hours/operating hours, our staff must be granted access to the premises, the machines/systems of the client in order to carry out the services in accordance with the contract. The Client shall immediately provide our employees with any necessary or desired information about the machines, systems and buildings affected by the contractual performance and shall provide the associated documents and data.
We are entitled to transfer our rights and obligations under this contract to third parties, in particular legal successors, or companies of the Kratschmayer Group. The client already gives its consent to this.
Rights to our drawings, plans, drafts and other copyrighted documents or data belong exclusively to us. Passing on originals or copies is prohibited. A violation obliges you to pay damages. This provision shall also apply beyond the term of this contract.
Insofar as software is included in our scope of services, the Client is granted a non-exclusive right to use the software provided, including its documentation. The use of the software on more than one system is not permitted.
The Client may only reproduce, revise, translate or convert the software from the object code to the source code to the extent permitted by law (§§ 69 a et seq. UrhG). The Client undertakes not to remove or change the manufacturer’s information – in particular copyright notices – without our prior express consent.All other rights to the software and documentation, including copies, remain with us or the software manufacturer. The granting of sublicenses is not permitted.
§10 Processing of personal data
The processing of personal data is carried out in accordance with the applicable data protection provisions of the General Data Protection Regulation (GDPR). The Client consents to the processing of this data by the company of the Kratschmayer Group designated as the contractual partner.
§11 Applicable Law / Place of Jurisdiction
German law applies to the exclusion of the UN Convention on the International Sale of Goods. The language of the contract is German. For all disputes arising directly or indirectly from the contractual relationship, the court responsible for our headquarters, 74638 Waldenburg, is the exclusive place of jurisdiction. In addition, we are entitled to sue before the court that has jurisdiction at the Client’s registered office.
§12 Miscellaneous
If individual provisions of these General Terms and Conditions are or become legally invalid or if these T contain a loophole, this shall not affect the legal validity of the remaining content.
Rather, legally invalid provisions or loopholes in the provisions are to be replaced, insofar as this is compatible with the purpose of the contract, by other provisions that lead to the legally identical result and to a similar result that can reasonably be expected of the parties to the contract in good faith.
Purchasing Division
§1 General
The following terms and conditions of purchase apply exclusively to all orders. They also only apply to business transactions with companies. Contrary terms and conditions shall only apply if they have been accepted in writing by the customer. If different conditions are mentioned in the order confirmation, they do not oblige the customer without express, written acknowledgement. The execution of the order shall be deemed to be acceptance of the Terms and Conditions of Purchase. If the Purchaser accepts the delivery/service without objection, it cannot be inferred from this that the Purchaser has accepted the supplier’s terms of delivery. These terms and conditions also apply to future orders, they can be viewed in their current version at www.skadec.de.
§2 Placing and Acceptance of Orders
Only orders placed or confirmed in writing (orders/call-offs) and contracts are legally binding for the customer. Orders placed orally or by telephone, including add-ons, require written confirmation.
Orders, delivery call-offs as well as their changes and additions can also be made by prior written agreement by data transmission or by machine-readable data carriers.
However, legal declarations by both sides can also be made in electronic form. In this case, the issuer must add his name to the declaration and affix a qualified signature to the electronic document in accordance with the Signature Act.
In the case of a contract, both sides must electronically sign an identical document in the aforementioned manner.
Until proven otherwise, each page is bound by the declarations contained in such a digital document if the document has been digitally signed in accordance with the requirements of the Signature Act.
If the Purchaser accepts the Supplier’s offer unchanged with the order, the contract shall be concluded upon receipt of the order. A further order confirmation is then not required from the supplier.
If the Supplier deviates from the provisions in the order in an order confirmation, the Supplier must clearly point this out. If this is not done, the contract is concluded without these deviations.
If, by way of exception, no price is mentioned in the order, the supplier must indicate its maximum price in the confirmation, which shall be deemed approved if the customer does not object within 2 weeks.
The Purchaser may also demand changes to the delivery item after the conclusion of the contract, insofar as this is reasonable for the Supplier. In this contract amendment, the effects of both sides, in particular with regard to additional or reduced costs as well as delivery dates, must be taken into account appropriately.
Remuneration for visits or the preparation of offers, projects, etc. will not be granted.
The supplier must treat the conclusion of the contract confidentially and may only refer to business connections with the customer in advertising materials after written consent.
The contracting parties undertake to treat all non-obvious commercial or technical details that become known to them through the business relationship as trade secrets. Subcontractors must be obliged accordingly.
If one of the contracting parties recognizes that information to be kept secret has come into the possession of an unauthorized third party or that a document to be kept secret has been lost, it shall inform the other contracting party thereof immediately.
§3 Prices, shipping, packaging
The agreed prices are fixed prices and exclude additional claims of any kind.
Costs for packaging and transport to the shipping address or place of use specified by the customer as well as for customs formalities and customs are included in the prices. The type of pricing does not affect the agreement on the place of performance.
Each delivery must be announced immediately after execution by means of a dispatch note, which is precisely divided according to type, quantity and weight. Shipping notices, bills of lading, invoices must contain the order number.
The customer only accepts the quantities or quantities ordered by him. Over- or under-deliveries are only permissible after prior agreements have been made with him.
Shipping is at the supplier’s risk. The risk of any deterioration, including accidental loss, thus remains with the supplier until delivery to the shipping address or place of use desired by the customer.
A take-back obligation for the packaging is based on the legal provisions. If, by way of exception, the Purchaser is invoiced separately for packaging, he shall be entitled to return packaging that is in good condition to the Supplier carriage paid for a fee of 2/3 of the value resulting from the invoice for this purpose. Only environmentally friendly packaging materials are to be used.
§4 Delivery dates, delay in delivery, force majeure
The agreed delivery dates are binding. The decisive factor for compliance with the delivery date or the delivery period is the receipt of the goods at the point of receipt or use named by the customer or the timeliness of the successful acceptance.
If the Supplier recognises that an agreed deadline cannot be met for any reason, he must inform the Purchaser of this in writing without delay, stating the reasons and the expected duration of the delay.
If the supplier is in default of delivery, then the customer is entitled to the statutory claims.
After the unsuccessful expiry of a reasonable period of time set by him, the Purchaser shall be entitled, at his discretion, to demand damages instead of performance or to procure compensation from a third party or to declare withdrawal. The claim to the delivery/service shall lapse as soon as the customer demands damages in writing instead of the service or declares the withdrawal.
The Supplier may only invoke the lack of necessary documents to be supplied by the Purchaser if he has received the documents in writing and has not received them within a reasonable period of time.
Force majeure and labour disputes release the contracting parties from their performance obligations for the duration of the disruption and to the extent of their effect. The contracting parties are obliged to provide the necessary information without delay within the scope of what is reasonable and to adapt their obligations to the changed circumstances in good faith.
The Purchaser shall be released from the obligation to accept the ordered delivery/service in whole or in part and shall be entitled to withdraw from the contract in this respect if the delivery/service can no longer be used by the Purchaser due to the delay caused by the force majeure or the industrial dispute – taking into account economic aspects.
In the event of earlier delivery than agreed, the customer reserves the right to return the shipment at the expense of the supplier. If no return is made in the event of early delivery, the goods shall be stored at the Purchaser’s premises until the delivery date at the Supplier’s expense and risk. In the event of early delivery, the customer reserves the right to make payment only on the agreed due date.
§5 Liability for Material Defects
The supplier warrants that all deliveries / services are free of defects, i.e. in particular that they have the properties described in the order and enable appropriate, safe and trouble-free operation, comply with the latest state of the art and the relevant legal provisions and guidelines of authorities, trade associations and trade associations.
If deviations from such regulations are necessary in individual cases or if there are doubts about the type of execution desired by the customer, these must be communicated to the customer immediately in writing.
The Purchaser’s inspection of incoming goods is limited to transport damage, random samples and open defects, he shall immediately notify the Supplier of open defects in the delivery/service in writing as soon as they are determined according to the circumstances of a proper course of business, but no later than within 5 calendar days after receipt of the delivery by the Customer. Defects that the customer does not discover during random inspections are considered hidden defects.
Unless otherwise agreed in the order, the warranty period for the delivery/service is 24 months from delivery.
If defects occur in the delivery item within the warranty period, the Purchaser shall be entitled, at its discretion, to have the Supplier, in consultation with the Purchaser, immediately remedy them free of charge by remedying the defects and/or delivering a replacement, and to bear all additional costs caused by this, in particular also material and labour costs for the replacement of the defective deliveries.
In all other respects, the statutory provisions apply to the rights of the customer in the event of material defects and defects of title, and the claim for damages also includes indirect damages.
Claims for damages due to non-compliance with duties of care, faulty advice, consequential damages for defects are subject to a 3-year limitation period in accordance with §§ 195, 199 BGB.
§6 REACH/RoHS/Product Safety
The supplier must ensure on its own responsibility that the production material and the goods comply with the relevant provisions of the EU regulations, in particular the Chemicals Regulation REACH (Regulation EC No. 1907/2006), the RoHS Directive (2011/65/EU), the Electrical Substances Regulation and the Product Safety Act in the respectively valid version.
If the Supplier delivers products that are subject to substance restrictions and/or material information obligations due to laws, the Supplier must declare these substances at the latest at the time of the first delivery of the products.
§7 Product Liability, Breach of Duty, Indemnification
The Supplier shall indemnify the Purchaser against claims arising from producer liability as well as on the basis of the Product Liability Act insofar as the damage was caused by a defect in the delivery item. In this respect, the supplier shall bear all costs and expenses, including the costs of legal defense and a recall, unless the cause of the error was not within its area of responsibility. The Purchaser shall inform the Supplier of the content and scope of the recall measures to be carried out before they are carried out.
If the Supplier culpably violates an obligation arising from or in connection with the order, the Purchaser may demand full compensation for the resulting damage, including damage that has occurred outside the delivery item.
§8 Issue of invoices and payment
Invoices must be sent to the customer in duplicate with all associated documents and data separately in a proper form after delivery. Invoices that have not been submitted properly shall only be deemed to have been received by the Purchaser from the time of their correctness.
Payment is made in the usual way, either within 14 calendar days with a 3% discount or after 30 calendar days purely net, calculated according to delivery / service and receipt of invoice. Depending on the automatic payment runs of the customer, these deadlines may be exceeded by a maximum of 5 working days without the customer’s right to a discount being waived.
In the case of advance payments, the supplier must provide appropriate security, e.g. bank guarantee.
§9 Intellectual Property Rights
The Supplier guarantees that all deliveries are free of property rights or other rights of third parties and, in particular, that the delivery and use of the delivery items does not infringe patents, licenses or other property rights of third parties.
The Supplier shall indemnify the Purchaser and its customers against claims by third parties arising from any infringements of intellectual property rights and shall also bear all costs incurred by the Purchaser in this context.
The Purchaser shall be entitled, at the Supplier’s expense, to obtain permission from the Entitled Party for the use of the relevant delivery items and services.
§10 Deliveries according to the customer’s specifications, drawings and models
If the goods are manufactured according to the specifications, drawings or models of the Purchaser, the goods as well as the special equipment, matrices or the like associated with their manufacture may only be delivered to third parties with the express consent of the Purchaser.
Models, samples, drawings or technical documents of any kind remain the property of the customer and must be kept secret; they must be returned together with any copies made after the order has been completed.
§11 Provision
Provided material remains the property of the customer. He reserves ownership of the materials provided in such a way that the Supplier manufactures the items to be delivered to the Purchaser for him on behalf of the Purchaser; in this respect, the customer is a manufacturer within the meaning of the law. Ownership of these items shall be vested in the respective state of manufacture. The Supplier shall store the items free of charge for the Purchaser.
§12 Final Provisions
If individual parts of these Terms and Conditions of Purchase are legally invalid, the validity of the remaining provisions shall not be impaired.
The Supplier shall not be entitled to pass on the order or substantial parts of the order to third parties without the prior written consent of the Purchaser.
The Purchaser shall treat the Supplier’s personal data in accordance with the Federal Data Protection Act.
Claims arising from this contract may only be assigned by the Supplier with the prior consent of the Purchaser.
The customer is entitled to transfer rights or claims under this contract to another company of the Kratschmayer Group.
The Purchaser may offset all claims to which the Supplier or another company of the Kratschmayer Group is entitled against the Supplier against all claims to which the Purchaser or another company of the Kratschmayer Group is entitled against the Supplier.
Unless expressly agreed otherwise, the place of performance for the delivery obligation shall be the shipping address or place of use desired by the Purchaser; for all other obligations of both sides, Waldenburg (Baden-Württemberg).
The place of jurisdiction is Öhringen if the supplier is a merchant. However, the customer reserves the right to assert his claims at any other permissible place of jurisdiction.
The law of the Federal Republic of Germany applies exclusively, the UN Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
Sales Division
§1 General / Scope of Application
These terms and conditions apply exclusively to business transactions with entrepreneurs, for consumers the legal provisions of the sales law apply.
All our offers, sales and deliveries are subject exclusively to the following conditions. By placing an order, the customer agrees to these in full. Deviating conditions are only valid if they are specifically agreed and confirmed by us in writing. Amendments to individual conditions shall not affect the others. Counter-confirmations by the buyer with reference to the validity of his terms and conditions of business or purchase are hereby contradicted. Without our express consent, rights and obligations arising from the purchase contract may not be transferred to others. Until otherwise agreed, these terms and conditions shall apply to all current and future business transactions, even to the extent that no special reference is made in the case of an individual order placed within the framework of an existing business relationship.
These terms and conditions also become effective upon receipt of our deliveries. These terms and conditions can be viewed in their current version under www.skadec.de and downloaded as a file
§2 Offer / Order / Order Confirmation
Unless otherwise specified, our offers are subject to change. Contracts are only considered to have been concluded with our order confirmation. A confirmation of receipt of the Purchaser’s order by the Contractor does not constitute an order confirmation and therefore does not give rise to any legal claims on the part of the Purchaser.
Deviations that the customer makes from our offer must be clearly marked in the order. Deviations from the order will also be marked in our order confirmation. If necessary, written agreement must be reached immediately on deviations. In the event of a dispute, our order confirmation is decisive.
§3 Drawings, technical documents
Drawings, illustrations, dimensions, weights, other performance data are binding if they are mentioned in the order confirmation or separately agreed. We reserve the right to make technical or technical changes insofar as they are necessary and reasonable for the customer.
Insofar as we have to deliver according to drawings, information / specifications of the customer, this is done exclusively at the responsibility of the customer. We are not obliged to check drawings, information or specifications for completeness and correctness.
The intellectual property or existing property rights to calculations, cost estimates, drafts, drawings and other technical documents provided to the customer remain with us. Without our prior permission, they may not be disclosed or reproduced by the recipient to third parties. Violations oblige you to pay damages. If an order is not placed, the drawings or documents sent with the offer must be returned by the recipient.
§4 Prices and Payments
Our prices are ex-warehouse (EXW Incoterms 2020) plus statutory VAT and packaging. If we are commissioned with the transport by the customer, postage, freight as well as other shipping costs and transport insurance are at the expense of the customer. A separate invoice will be issued for any additional installation, installation and commissioning. At the request of the customer, construction site can also be delivered free of charge against
assumption of costs.
If, at the request of the Contractor, the services are to be provided by the Contractor later than agreed, this can only be done against reimbursement of the costs of any interim storage, whereby the payments for the services must be made at the originally agreed dates.
Our invoices for deliveries / services are payable net without any deduction free of charge within 10 days from the invoice date. If the target of 10 days is exceeded, delay occurs without prior reminder. Default interest must be paid at the statutory rate.
For an order value of more than EUR 15,000, the price is due for payment within 3 days as follows: 1/3 of the price after order confirmation, 1/3 of the price immediately after notification of readiness for shipment, but in any case before dispatch or collection, 1/3 of the price upon delivery or acceptance, provided that installation / commissioning has been agreed.
Payment by bills of exchange or cheques requires a special agreement. The customer is not entitled to offset, withhold or reduce due to any counterclaims.
§5 Delivery and Delay, Force Majeure
Upon leaving the factories or upon notification of readiness for shipment, the risk shall pass to the customer. In the absence of special instructions, the choice of the transport route and means shall be made at the best discretion without any liability for the cheapest and fastest shipment. Shipping is always at the risk of the customer. This also applies to frank delivery and in the case of retention of title. Unless otherwise agreed, packaging will be at our discretion.
The delivery time is reserved for each individual order. Delivery dates are only binding if they are expressly marked as binding in writing in the order confirmation. We canexceed delivery dates that are not marked as binding by up to three weeks. The customer may not reject partial deliveries and partial services.
We are not responsible for delays in delivery and performance due to force majeure, strikes, lockouts and official orders, even if they occur at our suppliers or their subcontractors, or due to events that make delivery significantly more difficult or impossible for us, not only temporarily. Such reasons entitle us to cancel the delivery liabilities in whole or in part. We can only invoke the aforementioned circumstances if we notify the customer immediately and prove the circumstances to him.
In the event of default, the customer is only entitled to terminate the contract if he has set us a reasonable grace period twice and this has not been observed.
§6 Installation / Commissioning
If we also have to carry out an assembly / commissioning, this must be agreed in writing (order/order confirmation). Unless otherwise agreed, the following usually applies to installation / commissioning:
The execution of the installation requires that the customer has issued the installation approval, whereby all the prerequisites necessary for the installation (permits, on-site requirements, coordination of the technical details, services to be provided by the customer at the installation site, etc.) must be met at this time.
A period of at least four weeks must be observed between the approval for installation and the start of assembly. Changes in the period from assembly approval to the start of assembly will lead to deadline extensions.
At the agreed time of the start of installation, the customer has either paid the agreed down payment or transmitted the agreed guarantee.
The successful completion of the installation within the agreed period will be determined either by acceptance, but at the latest with the commissioning of the delivered and assembled plant or plant sub-system.
The deadline for the execution of the installation shall be deemed to have been met if the delivered and assembled system or system components can be put into operation or used within the deadline. The subsequent execution of work of a secondary nature is irrelevant.
The commissioning of the delivered and/or assembled plant or plant components requires that all on-site requirements and all necessary services to be provided by the customer must be in place.
The warranty begins with the completion of assembly and handover. If commissioning is also desired and agreed, the limitation period of 1 year for the installation or commissioning services begins from this date.
The customer is obliged to point out existing hazards affecting the installation (e.g. fire hazards in rooms or from the building materials used) and to take the hazard protection measures necessary for the installation (provision of fire watches, fire extinguishing material, etc.).
We are obliged to notify the customer immediately in writing of any special circumstances that prevent us from properly performing our service.
§7 Retention of Title
Ownership of the goods delivered by us shall not pass to the customer until he has repaid all his liabilities from the existing business relationship.
The customer is entitled to sell the goods subject to retention of title within the framework of ordinary business operations. In this case, the customer assigns to us all claims with all ancillary rights that arise from the resale against customers or against third parties.
In the event of a breach of important contractual obligations, in particular in the event of default of payment, the Contractor shall be entitled to take back the goods subject to retention of title. The repossession of the goods subject to retention of title by us shall only constitute a withdrawal from the contract if we expressly declare this in writing. If the goods subject to retention of title are taken back without a declaration of withdrawal, the customer already allows us to take possession of the goods subject to retention of title. In the event of seizures or other interventions by third parties, the customer must notify us immediately in writing.
If the delivered goods or parts thereof are incorporated into another item, the retention of title does not expire; rather, co-ownership is deemed to have been agreed according to the value ratios of the new object. If the newly created item is resold, the customer assigns to us all claims from the resale with all ancillary rights against the third-party debtor up to the amount of the value of the services with the authority to collect the claim on a pro rata basis. We hereby accept this assignment.
If the delivered goods or parts thereof are installed as an essential component in a third party’s property, the customer shall assign his claims against the third party to us in the amount of the invoice amount
§8 Return of goods
Since we do not supply standard products, but all products are specially manufactured for the customer, it is not possible to cancel the contract or take back the products.
§9 Claims for defects
We shall be liable for defects in the delivery to the exclusion of further claims – subject to clause 10 – as follows:
Material defects
- In the case of material defects that were already present at the time of transfer of risk and only become apparent after the delivery item has been handed over or accepted, we are entitled to rectify defective parts within a reasonable period of time or to replace defective parts with defect-free parts. The discovery of such defects must be reported to us immediately in writing.
- Insofar as the complaint turns out to be justified, we shall bear the expenses necessary for the purpose of subsequent performance, provided that this does not result in a disproportionate burden on our part. Insofar as the expenses increase due to the fact that the buyer moves the purchased item to a place other than the place of performance after delivery, the additional costs incurred as a result are to be borne by the customer. In the case of the sale of a newly manufactured item, we also reimburse the expenses incurred by the customer in the context of recourse claims in the supply chain to the extent of our legal obligation.
- Within the framework of the statutory provisions, the customer has a right to withdraw from the contract if we – taking into account the statutory exceptions – allow a reasonable period of time set for us twice for repair or replacement delivery to expire fruitlessly due to a material defect. If there is only an insignificant defect, the customer is only entitled to a reduction of the contract price.
- Further claims are determined exclusively in accordance with Section 10 of these Terms and Conditions.
- In particular, no liability is assumed in the following cases:
unsuitable or improper operation, incorrect installation or commissioning by the customer or third parties, natural wear and tear, incorrect or negligent handling, improper maintenance, unsuitable equipment, physical, chemical, electro-chemical or electrical influences – unless they are our responsibility. In all other respects, our work and operating data sheets are authoritative.
Our liability for material defects does not include damage caused by air pollution, heavy dust accumulation, improper water quality, aggressive vapours, oxygen corrosion, installation in unsuitable rooms or continued use of the delivery items despite the occurrence of a defect.
Defects of title
- If the use of the delivery item leads to the infringement of industrial property rights or copyrights in Germany, we will, at our expense, in principle provide the customer with the right to further use or modify the delivery item in a reasonable manner for the customer in such a way that the infringement of intellectual property rights no longer exists.
- Subject to clause 10, the aforementioned obligations of the Supplier shall be conclusive in the event of infringement of protection or copyright.
- They only exist if: the customer informs us immediately of asserted infringements of property or copyright,
- the customer supports us in defending against the asserted claims or enables us to carry out modification measures,
- we reserve the right to take all defensive measures, including out-of-court settlements,
- the defect of title is not based on an instruction of the Purchaser and/or the infringement of the right was not caused by the fact that the Purchaser has changed the delivery item without authorisation or has not used it in accordance with the contract.
§10 Liability, Disclaimer
If the delivery item cannot be used by the Purchaser in accordance with the contract as a result of culpably omitted or erroneous suggestions or consultations made by us before or after the conclusion of the contract, or due to the culpable breach of other ancillary contractual obligations, the provisions of Clause 9 and the following paragraph shall apply to the exclusion of further claims by the Purchaser.
For damages that have not occurred to the delivery item itself, we are liable – for whatever legal reasons – only
- in case of intent,
- in the event of gross negligence on the part of the owner(s) or executives,
- in the event of culpable injury to life, limb, health,
- in the case of defects that have been fraudulently concealed,
- within the framework of a guarantee commitment,
- in the event of defects in the delivery item, insofar as liability is assumed for personal injury or property damage to privately used objects in accordance with the Product Liability Act.
In the event of culpable breach of essential contractual obligations, we are also liable in the event of gross negligence and slight negligence, in the latter case limited to the contract-typical, reasonably foreseeable damage.
Any further liability for damages than previously determined is excluded – to the extent permitted by law. In no case shall liability be imposed beyond the statutory liability / statutory claims for damages.
§11 Statute of limitations
All claims of the Purchaser – regardless of the legal grounds – shall become statute-barred after 12 months, in the cases of Section 10 (2) a-d, the statutory deadlines shall apply.
§12 Place of jurisdiction, applicable law, partial nullity
Öhringen is agreed as the exclusive place of jurisdiction for all disputes between our company and the customer arising directly or indirectly from the contractual relationship.
The law of the Federal Republic of Germany applies. The application of the United Nations Convention of 11.04.1980 on Contracts for the International Sale of Movable Property is excluded.
Should one of the above provisions or agreements be or become invalid, this shall not affect the validity of the remaining provisions. Rather, the legal regulations apply until the contractor and the customer agree on a legally permissible regulation. This also applies in the event of a regulatory gap.
Business Unit "Rentals"
§1 General
These terms and conditions concern the range of services “Rental of Skadec GmbH”, it concerns chillers, heat pumps, air conditioning systems, ventilation units, mobile heaters and central heating systems, humidifiers and dehumidifiers as well as refrigerated containers and accessories.
These terms and conditions apply exclusively to business transactions with entrepreneurs, and the statutory provisions of tenancy law apply to consumers.
For all our offers, rental contracts in the “Rental” business area and related deliveries / services, the following conditions apply exclusively. By placing an order, the customer agrees to these in full. Deviating conditions are only valid if they are specifically agreed and confirmed by us in writing. Amendments to individual conditions shall not affect the others. Counter-confirmations by the customer with reference to the validity of his terms and conditions of business or purchase are hereby contradicted. Without our express consent, rights and obligations under the rental agreement may not be transferred to others. Until otherwise agreed, these terms and conditions shall apply to all current and future business transactions, even to the extent that no special reference is made in the case of an individual order placed within the framework of an existing business relationship.
These terms and conditions also become effective upon receipt of our services / transfer of use of systems / devices, they can be viewed in their current version under www.skadec.de and downloaded as a file.
§2 Subject of the contract
These terms and conditions concern the general regulations for the rental of our systems and equipment, the associated service and related consulting services. Individual regulations are agreed in the respective individual contracts and take precedence over these General Terms and Conditions.
Insofar as purchase transactions are also involved in the context of the rental of mobile systems and equipment, the general terms and conditions of Skadec GmbH apply to the processing of these purchase contracts, which can also be downloaded as a file under www.skadec.de.
§3 Delivery and installation of systems / force majeure
The tenant must ensure that there are no delays in the delivery, installation and commissioning of the systems/equipment that are based on the nature and character of the place of use (property or building and building furnishings), which are at the expense of the tenant. We will not cover additional expenses due to delays in the delivery and collection of the systems / equipment due to unforeseeable circumstances for which we are not responsible, such as traffic jams, operational disruptions, etc.
In cases of force majeure, we are exempt from the obligation to provide services for the duration of the event. This does not constitute a breach of contract and the tenant does not have any claims against us.
Force majeure is any event beyond our control that prevents us from fulfilling our obligations, in whole or in part. Cases of force majeure include, for example, war (with or without a declaration of war), terrorism, fire damage, floods and other natural disasters, strikes and lockouts, embargoes, sovereign interventions, pandemics or epidemics, as well as operational disruptions or official orders for which we are not responsible; Supply difficulties and other disruptions in performance on the part of our upstream suppliers shall be deemed to be force majeure if the upstream supplier is prevented from performing the services incumbent on it by an event pursuant to sentence 2 of this paragraph.
§4 Obligations of the tenant, right of inspection and inspection
The tenant undertakes to treat the systems / equipment with care and professionalism, to observe all regulations and technical rules relevant to their use and to check them regularly. In particular, the tenant must return the systems / devices in the condition in which he took them over.
The lessor’s systems/equipment are insured against the general operating risk.
Any additional risks that lie within the tenant’s sphere of influence are borne by the tenant.
The tenant is liable for all damage caused by him (such as accidental damage, loss, theft or improper operation of the systems / devices) for the repair costs, in the event of a total loss for the replacement value of the systems / devices. In addition, the tenant is also liable for any consequential damages incurred, in particular depreciation, towing costs, expert fees and a lump sum for administrative costs.
In the event of any damage to the equipment/equipment during the rental period, the renter is obliged to inform us immediately of all details of the event that led to the damage, either orally or in writing.
§5 Rental period and purpose of use
The rental of our systems / equipment is for a certain period of time. Unless otherwise stipulated in the rental agreement, 28 calendar days are considered the minimum rent.
If no end of the term is specified in the contract, the termination of the tenancy is only permissible with a notice period of at least 7 calendar days. The termination must be in writing and will be confirmed by us in writing.
Unless otherwise stipulated in the contract, the rental period begins on the day of delivery and ends on the day of collection, whereby both the day of delivery and the day of collection are considered the rental period.
The operation of the systems / equipment must be carried out by the tenant by professionally qualified personnel in accordance with the recognised rules of technology.
Interventions on the rented items may not be carried out without our written confirmation. The tenant may have notify our maintenance service and request an appropriate intervention. In the case of unauthorized conversions, the tenant bears the full costs of dismantling to the original state.
§6 Prices / Terms of Payment
Based on the requested rental period, the prices are shown in the rental agreement according to our current price list.
Billing is based on the actual rental days incurred. For this purpose, 7 calendar days are taken into account per calendar week and the respective calendar days of a month per month.
Our prices are exclusive of the applicable VAT and are calculated in EURO. If the renter requires the conclusion of comprehensive machinery and liability insurance, this will be shown separately. In this case, the corresponding insurance premiums must be paid.
The specific terms of payment are initially set out in the agreements in the rental agreement. If these are not expressly agreed, the standard calculation rates of 10 days net after receipt of invoice apply.
If the tenant is in default of payment and does not pay within the specified period despite a prior warning of the arrears, the landlord can terminate the tenancy without notice and reserves the right to switch off the systems.
The tenant is only entitled to offset, withhold or reduce if any counterclaims have been legally established or are undisputed.
§7 Liability for defects
Defects in the rented systems / equipment must be reported to us in writing in text form immediately, but no later than within a preclusive period of 2 days after receipt of the systems / devices or occurrence of the defect.
We do not assume any warranty for failures of the systems / equipment and resulting damage to the tenant caused by unsuitable or improper use, assembly or commissioning or decommissioning by the tenant or third parties, by natural wear and tear, operating errors, faulty or negligent handling, unsuitable equipment, faulty system and equipment settings, unsuitable fuels and chemical or electrochemical and electrochemical and electrical influences, insofar as they are not attributable to our fault, by
Failure to comply with the assembly, operation and maintenance instructions as well as improper modifications or repair work by the tenant or third parties and due to the effects of parts of foreign origin. The guarantee on our part requires that the water used is of drinking water quality. The filling and make-up water must comply with the manufacturer’s requirements: If heating water that has not been treated or is otherwise treated is filled into the heating system, the operator / tenant is liable for any consequential damage that occurs (e.g. corrosion damage to heat exchangers, boiler damage due to overheating due to scale formation).
We expressly point out that wearing parts are excluded from the warranty obligation, this also applies to fuses, seals and all system / equipment parts that wear out due to regular, consumption-related wear and tear.
Furthermore, the liability of the landlord does not include failures of the systems/devices that have occurred due to air pollution, such as heavy dust accumulation or aggressive vapours, oxygen corrosion (e.g. when using non-diffusion-tight plastic pipes in underfloor heating), installation in unsuitable rooms or continued use despite the occurrence of a defect.
The tenant must ensure that the systems / devices are kept locked at all times and that unauthorized persons are prevented from entering. We disclaim any liability for consequential damages that arise in connection with unauthorized access or directly through actions by unauthorized persons.
During assembly, dismantling and commissioning by the customer, the following points must be ensured for the proper operation of the rental system:
Minimum system capacity 4-5 l per kW cooling capacity – an additional pump is required when the system is open
Frost resistance also during transport (e.g. water-glycol mixture, observance of the limits of use)
Emptying of the heat exchanger before the return of the system.
Professional construction must be proven by a commissioning protocol from a certified company. Technical interventions due to improper and proven commissioning will be invoiced. Work on the Equipment may only be carried out by Skadec and/or with written confirmation thereof. Contaminated rental equipment must be cleaned before return or will be charged.
§8 Disclaimer
If the rented object cannot be used by the Purchaser in accordance with the contract as a result of culpably omitted or incorrect suggestions or consultations by us that took place before or after the conclusion of the contract, or due to the culpable breach of other ancillary contractual obligations – in particular instructions for the operation and maintenance of the rented systems / equipment – the provisions of Section 7 and the following paragraph shall apply to the exclusion of further claims by the Purchaser.
For damages that have not occurred to the rented property itself, we are liable – for whatever legal reasons – only
- in case of intent,
- in the event of gross negligence on the part of the owner(s) or executives,
- in the event of culpable injury to life, limb, health,
- in the case of defects that have been fraudulently concealed on our part,
- within the framework of a guarantee commitment,
- in the event of defects in the rented systems / equipment, insofar as liability is under the Product Liability Act for personal injury or property damage to privately used objects
In the event of culpable breach of essential contractual obligations, we are also liable in the event of gross negligence and slight negligence, in the latter case limited to the contract-typical, reasonably foreseeable damage.
Any further liability for damages than previously stipulated – to the extent permitted by law – is excluded. In no case shall liability be imposed beyond the statutory liability / statutory claims for damages.
The tenant must take all measures that are useful and conducive to the clarification of a damage event. This includes, in particular, that the tenant must answer the questions about the circumstances of the damage event truthfully and completely.
We are entitled at any time to inspect and examine the systems / equipment at our own expense or to have them inspected and examined by an authorised representative. Access to the facilities / equipment must be ensured after prior notice by the tenant.
After the expiry of the rental period or in the event of a delay in payment of more than 5 (five) days, we are entitled to demand the return of the systems / equipment or, if necessary, to cancel them. assignment of the tenant’s claims for restitution against third parties.
§9 Processing of personal data
The processing of personal data is carried out in accordance with the applicable data protection provisions of the General Data Protection Regulation (GDPR). The tenant consents to the processing of this data by the company of the Kratschmayer Group designated as the contractual partner.
§10 Copyrights and rights to related rights
In connection with the conclusion of the contract, the Lessee acquires simple and non-transferable rights of use for his own purposes.
The tenant is prohibited from copying, changing or duplicating these documents in any other way for his own use in legal transactions. Violations in this regard oblige you to pay damages.
§11 Applicable Law / Place of Jurisdiction
German law applies to the exclusion of the UN Convention on the International Sale of Goods. The language of the contract is German. For all disputes arising directly or indirectly from the contractual relationship, the court responsible for our headquarters is the exclusive place of jurisdiction. In addition, we are entitled to sue before the court that has jurisdiction over the tenant’s registered office.
§12 Miscellaneous
If individual provisions of this contract are or become legally invalid or if the contract contains a loophole, this shall not affect the legal validity of the remaining content of the contract.
Rather, legally invalid provisions or loopholes in the provisions are to be replaced, insofar as this is compatible with the purpose of the contract, by other provisions that lead to the legally identical event that can reasonably be expected of the parties to the contract in good faith.
There are no oral ancillary agreements. Changes and additions to this contract must be made in writing and confirmed in writing by the other contracting party. The waiver of the written form requirement must also be in writing.
