Terms and Conditions

1. General

1.1 Unless otherwise expressly agreed in our quotations and contracts, our services and deliveries shall be governed exclusively by our terms and conditions. They shall be deemed accepted upon placement of the order or acceptance of the delivery or service. Deviating terms and conditions of the customer that we do not expressly acknowledge in writing shall not be binding on us, even if we do not expressly object to them.

1.2 The cancellation, amendment or invalidity of any individual provision shall not affect the validity of the remaining provisions. Oral agreements shall only be binding if confirmed by us in writing; the same applies to agreements made with representatives or employees.

2. Quotations

Our quotations and the accompanying documents, such as cost estimates including assembly costs and duration, illustrations, drawings, weight, dimensional and performance data, etc., are non-binding. Initial quotations are generally issued free of charge.

3. Design rights

3.1 We retain sole ownership and copyright to our design drawings, calculations, quotations and the design portion of any proposal prepared for a customer. These documents may neither be copied nor reproduced nor made accessible to third parties.

3.2 The interested party is obliged to return all documents to us if no legally effective contract corresponding to the design is concluded and remains in force.

4. Orders

4.1 All orders placed with us shall become binding on us only when confirmed by us in writing. Unless the customer objects in writing without undue delay after receipt of the order confirmation, silence shall be deemed consent. In the case of short-notice delivery of spare parts, the ordering of assembly personnel or small orders, the invoice issued may replace written confirmation. Only the order confirmation shall be authoritative for the execution and scope of an order. Subsequent order changes can only be carried out if production still permits this. Costs already incurred shall be charged to the customer additionally.

4.2 If information or other findings obtained after order confirmation indicate that our claims are at risk, we shall be entitled to demand advance payment or adequate security. If this is refused, we may withdraw from the contract to the exclusion of any claims for damages due to non-performance.

5. Customer obligations

For the execution of the order, the customer shall provide or confirm in writing all necessary information requested by us, if applicable together with drawings, calculations, samples, schedules and the like. Difficult site conditions that were not communicated to us or were not known before pricing was prepared shall constitute additional services to be invoiced separately on a time-and-material basis.

6. Assignment and pledging

Any assignment or pledging of rights arising from this contract by the customer requires our written consent.

7. Prices

7.1 Unless otherwise stated, all prices are quoted ex works and in euros. Packaging, loading, insurance and transport costs shall be charged additionally to the customer.

7.2 Prices are calculated on the basis of the production costs applicable on the date of the quotation. Should material prices, wages or other cost factors increase before delivery, we shall be entitled to make a corresponding price adjustment.

8. Shipping and transfer of risk

8.1 Shipment shall always be at the customer’s expense and risk, even if prices are agreed free receiving station. Unless the customer gives us special instructions in good time before dispatch, we remain free to choose the method and route of shipment.

8.2 Risk shall pass to the customer no later than at the start of loading at the supplying works or upon collection of the delivery items or upon making the purchased items available.

9. Delivery

9.1 Obvious errors, printing mistakes and clerical errors in the order confirmation shall not be binding on us. We reserve the right to make design and form changes up to the completion of the purchased item. Our statements, including those contained in catalogues and brochures, concerning weights, dimensions, speeds, figures, delivery times, etc., are to be regarded only as approximate and non-binding.

10. Delivery period, delivery and assembly delays

10.1 The delivery period shall commence when the documents to be procured by the customer have been provided and all details have been clarified. We endeavour to meet the stated deadlines. Even where specific deadlines or exact dates are expressly stated in special cases, we must reserve a reasonable margin.

10.2 If we are more than two months in delay with delivery and the customer has threatened withdrawal in writing while granting us an additional period of at least one month, the customer shall be entitled to withdraw from the purchase contract insofar as it is affected by the delay and to demand repayment of any advance payments plus 5% interest. Further claims arising from missed delivery dates, in particular claims for damages of any kind, are excluded.

10.3 Events of force majeure, strikes, lockouts, exceptionally high sick leave, operational disruptions and the like in our works or those of our suppliers, delays in delivery by our suppliers, transport difficulties, mobilisation, war, civil unrest and similar events and their effects on our ability to deliver or to dispatch installation personnel shall preclude default on our part, as shall changes requested by the customer regarding the execution of the purchased item. They entitle us to postpone performance for the duration of the hindrance or to withdraw from the purchase contract, wholly or in part, insofar as performance has not yet been rendered, without the customer being entitled to any claims against us as a result.

11. Payments

Payment terms are set out in the quotation. Unless expressly agreed otherwise, the following payment terms shall apply.

11.1 Delivery of systems and spare parts

For orders (excluding call-off orders) whose total price exceeds EUR 10,000 net of VAT, the following payment terms shall apply:

50% of the purchase price within 8 days after placing the order
40% of the purchase price within 8 days before delivery after workshop acceptance
10% of the purchase price within 8 days after delivery and invoicing, without deduction, payable freely to one of our bank accounts

11.2 Services

Services such as mobile sludge dewatering, rentals and provision of operating personnel are due 10 days after receipt of invoice. Partial payments at the end of each month are deemed agreed.

11.3 Set-off / right of retention

The customer may only set off or assert a right of retention against our payment claims if the customer’s counterclaims are undisputed or have been established by final and binding judgment.

11.4 Default

If payment deadlines are exceeded, we shall be entitled to charge default interest at the current overdraft interest rate of our bank connection, but at least 3% above the discount rate of the BZB, without the need for a separate notice of default.

11.5 Bills of exchange and cheques

If we accept bills of exchange and cheques, this shall be only on account of payment, and in the case of bills of exchange free of charges for us and without any discount deduction. If the customer has received several independent deliveries and falls into arrears with payment for one of them, the invoice amounts for all other deliveries shall also become due immediately. Payments shall always first be applied by us to costs, then to default interest and lastly to the oldest due debt. We do not guarantee timely collection or timely protest.

12. Delay in acceptance

12.1 If acceptance by the customer is delayed, we shall be entitled, beginning one month after notification of readiness for dispatch, to charge the customer for the storage costs incurred, but at least 0.5% of the invoice amount for each month.

12.2 We shall also be entitled, after setting and expiry without result of a reasonable grace period, to dispose of the delivery item otherwise and to supply the customer within a reasonably extended period, taking into account our other delivery obligations to third parties.

13. Retention of title

13.1 All purchased items supplied by us shall remain our property until all payment obligations of the customer have been fulfilled. The assertion of our ownership rights and the seizure of the delivery items by us shall not be deemed withdrawal from the contract.

13.2 Retention of title shall also apply to spare parts. If installation of spare parts results in a change of ownership in rem, the customer hereby transfers co-ownership in the overall system to us in proportion to the purchase price of the spare parts. Delivery is replaced by the customer’s obligation to hold the overall system in custody for us from the time the spare parts are installed.

13.3 If the delivery items are permanently connected to the land and buildings, this shall be done only for temporary purposes until all payment obligations owed to us have been fulfilled.

14. Obligations of safekeeping and notification

14.1 For the duration of the retention of title, the customer shall be obliged to insure the purchased items against theft, fire, water and other damage. Claims against the insurer arising from a loss event are hereby assigned to us, without the need for any further declaration, at the time of shipment in the amount of the value of the goods subject to retention of title. The policy and premium receipts shall be handed over to us upon request.

14.2 As long as the retention of title exists, the customer may neither pledge the purchased items supplied by us nor transfer them by way of security to third parties.

14.3 The customer shall notify us without delay by registered letter of any access by third parties, in particular attachments, to the purchased items delivered under retention of title or to the assigned claims.

15. Extended retention of title

Resellers are permitted to resell the purchased items subject to retention of title. In this case, the reseller hereby assigns to us by way of security all claims against third-party purchasers arising from the resale, together with all ancillary rights. Any claim arising in this way shall be notified to us immediately by the reseller, stating the purchaser’s name; however, the customer shall remain entitled to collect the purchase price, subject to the obligation to keep the proceeds separately and to pass them on to us immediately if there is a payment arrears owed to us.

16. Complaints

Complaints concerning incomplete or incorrect delivery or performance, or concerning recognisable defects, must be notified to us in writing without delay, no later than 8 days after receipt of the goods or performance, and at the latest 8 days after receipt of the invoice. After expiry of this period, the delivery shall be deemed to have been performed in accordance with the contract.

17. Warranty and limitation

17.1 Our liability for defects shall be limited to repairing or replacing, at our option and free of charge, systems, apparatus and equipment or parts thereof which become defective or unusable as a result of circumstances demonstrably existing before the transfer of risk, such as material, design or workmanship defects.

17.2 For third-party products, our liability shall be limited to the assignment of warranty claims to which we or the manufacturing plant are entitled against the supplier of the third-party products.

17.3 Our liability further requires that the customer, without being requested by us, has accurately informed us of the properties and behaviour of the solid free-flowing, gaseous or liquid substances used in the purchased items. Any performance data provided by us at the customer’s request are based on test and experience values carefully evaluated by us, but their transfer cannot always be exact, because the chemical and physical behaviour of the substances to be used and the operating conditions are difficult to reproduce identically. Therefore, statements regarding performance, fineness, continuous operation and other assurances are non-binding unless they are expressly agreed in the purchase contract under defined acceptance conditions for a precisely specified substance. If expressly promised performance is nevertheless not achieved, the customer’s claim shall be limited to taking back and refunding the non-functioning delivered parts.

17.4 If the delivery item is used with substances other than those specified by us, any resulting irregularities and malfunctions of any kind shall not be covered by our warranty obligation.

18. Customer obligations in warranty cases

18.1 Defects discovered must be reported to us in writing without delay, at the latest within 8 days of their discovery. The customer shall give us the necessary time and opportunity, after consultation with us, to remedy the defects. Defective parts shall be sent to us or to the manufacturer designated by us immediately upon request, carriage and expenses paid.

18.2 Insofar as the warranty defects reported to us in respect of our systems, apparatus and equipment require inspection and, if necessary, rectification by our specialist personnel, this must first take place at the installation site. The customer shall be obliged to pay the travel costs, daily and overnight expenses as well as travel and waiting times incurred, even if we recognise the asserted defect as a warranty case and do not charge for repaired or replaced defective parts.

18.3 In the event of default in payment by the customer regarding the purchase price, assembly costs, spare parts or other costs invoiced by us, warranty services or further requested services shall only be carried out after the outstanding payments have been received by us.

19. Exclusion of warranty

19.1 No warranty shall be assumed for damage resulting from unsuitable or improper use, faulty assembly or commissioning by the customer or third parties, natural wear and tear, faulty or negligent handling, in particular excessive stress, unsuitable operating materials, substitute materials, defective construction work, unsuitable subsoil, chemical, electrochemical or electrical influences, etc., provided that such damage was not caused by us.

19.2 Our warranty obligation shall also lapse if repair work or modifications are carried out on the purchased item by the customer or by third parties on the customer’s behalf without our consent, or if it emerges that the damage was caused by failure to observe the operating instructions or to perform the prescribed inspections. In the case of the purchase of used systems, apparatus and equipment, all warranty claims are excluded.

20. Warranty period

20.1 For defects in delivery we shall be liable, to the exclusion of all further claims, for an operating period of 24 months from the date of transfer of risk under regular operation.

21. Exclusion of further claims

Further warranty claims of the customer due to defects in the item, such as rescission, reduction of the purchase price and compensation for damage of any kind, are excluded.

22. Withdrawal, cancellation costs

22.1 In cases in which we are unable to effect delivery or can do so only with difficulty for special reasons, we shall be entitled to withdraw from the contract.

22.2 The customer may withdraw from the contract if our entire performance becomes definitively impossible before the transfer of risk. If impossibility occurs during delay in acceptance or due to fault of the customer, the customer shall remain obliged to render consideration.

22.3 In the event of such withdrawal, we shall be obliged only to refund any payments already made plus 5% interest, to the exclusion of any further claims.

22.4 Cancellation of service orders by the client: 50% of the order value up to 4 weeks before the start of the order; 80% of the order value up to 1 week before the start of the order.

23. Place of performance, place of jurisdiction, applicable law

23.1 Place of performance is D-66424 Homburg.

Place of jurisdiction is D-64283 Darmstadt or, at our option, the place to which we have delivered the delivery item or rendered the service on the customer’s instructions - also in FOB and CIF transactions.

23.2 German law shall apply in all cases to the contractual provisions and to all disputes arising from the contractual relationship.

24. Severability clause

Should any provision of these General Terms and Conditions be invalid, the validity of the remaining provisions shall remain unaffected. The parties undertake to replace invalid provisions with an agreement that comes as close as possible to the intended commercial purpose and significance.

Version: 01/2016

Mobile Schlammentwässerung
Rüdiger Kümmel GmbH
Homburg/Saar
Neue Industriestr. 22
66424 Homburg