General Terms and Conditions

Non-binding translation of the original German page!

General Terms and Conditions of NTH Therm GmbH

Applicable in business transactions with companies, legal entities under public law and special funds under public law

1.    Scope
All deliveries and services of NTH Therm GmbH and its subsidiaries, (NTH), are exclusively based on these General Terms and Conditions (GTCs). Regulations deviating from these, especially terms and conditions of contract partners, are only valid if they have been explicitly confirmed by NTH in writing before conclusion of the contract. This also applies if NTH has not contradicted the general terms and conditions of contractual partners in individual cases. These terms and conditions apply to the present business as well as to all future business transactions. 

2.    Written form  
Oral statements require written confirmation to be effective.

3.    Offers
3.1 Offers made by NTH are subject to change and non-binding, unless NTH has expressly designated them as binding in writing. Declarations of acceptance and orders of the customer, insofar as they are to be qualified as an offer according to § 145 BGB (German Civil Code), become binding only after written confirmation of the order by NTH. NTH has 12 working days from receipt of the order to accept the customer's orders.  
3.2 . NTH reserves all property rights and copyrights to illustrations, drawings, calculations and other documents and data, regardless of the data carrier; they may not be made accessible to third parties. Any transfer to third parties requires the prior, explicit written consent of NTH. The illustrations, drawings, calculations and other documents and data, as well as the resulting measurements and weights are only approximate, unless NTH has expressly designated them as binding in writing. The same applies to instructions for use. NTH reserves the right to standard commercial tolerances within the scope of what is reasonable for the customer.  

4.    Delivery periods / delay 
4.1 Delivery times are generally non-binding and approximate. In case of doubt, the delivery period starts with the receipt of the down payment on a business account of NTH. 
4.2 The observance of delivery periods is subject to the timely receipt of all documents to be supplied by the customer, necessary permits and releases, especially of plans, and the observance of the agreed terms of payment and other obligations by the customer. If these prerequisites are not fulfilled in time, the time limits are extended appropriately; this does not apply if NTH is responsible for the delay.  
4.3 If the non-compliance with agreed delivery times is due to force majeure, e.g. pandemic, mobilization, war, riot or similar events, e.g. strike, lockout, the delivery times are extended appropriately. The same applies in case NTH is not duly supplied in time by one of our suppliers.  
4.4 If NTH is culpably in default of delivery, the customer can - if he can prove that he has suffered damages - demand compensation for each completed week of delay of 0.5%, but not more than 5% of the net price for the part of the delivery, which could not be put into appropriate operation due to the delay.
4.5 The customer's claims for damages due to delay in performance as well as claims for damages in lieu of performance exceeding the limits specified in section 4.4 are excluded in all cases of delayed delivery, after expiry of any deadline for delivery set by NTH. This shall not apply in cases of mandatory liability for intent, gross negligence or injury to life, body or health. The customer can only withdraw from the contract within the framework of legal regulations, as far as NTH is responsible for the delay in delivery.
4.6 Upon our request, the customer is obliged to declare within a reasonable period of time whether he will withdraw from the contract due to the delay in delivery or insist on delivery.      

5.    Prices
5.1 Deliveries are invoiced at the prices of NTH valid on the day of delivery plus VAT at the respective legal rate. The stated prices are "ex works" without costs for packaging, shipping and/or customs, which will be invoiced separately.  
5.2 NTH reserves the right to increase the prices appropriately, if after the conclusion of the contract cost increases occur, especially due to wage cost increases, e.g. due to collective bargaining agreements or changes in material prices. These will be proved to the customer on request.  

6.    Dispatch 
6.1 The dispatch of the goods - even in the case of partial deliveries - shall be at the expense and risk of the customer. This also applies if NTH pays the freight costs in individual cases. The risk is transferred to the orderer when the goods are handed over to the transporter/forwarder.  
6.2 Freight costs are not advanced. The transport is carried out by a carrier/forwarding agent of NTH's choice, without any obligation for the cheapest shipment. By choosing the forwarder/carrier, NTH does not assume any risk for the transport. 
6.3 Even for goods delivered at the expense of NTH, the transfer of risk from NTH to the Buyer takes place at the moment of handing over to the carrier.  
6.4 If the purchased goods are exported, the Customer is obliged to obtain all documents required for export (e.g. export and customs permits etc.) at his own expense. NTH is not liable for the legal admissibility of the export of the goods and their compliance with the legal and technical regulations of the importing country. Furthermore, NTH is not liable for the fact that the goods correspond to the technical standard in the import country. 

7.    Outer packaging 
Invoiced outer packaging - crates or special boxes - will be credited to the customer with 2/3 of the invoiced value if returned freight paid, provided that it arrives at NTH in good condition and can be reused according to its nature.  
8.    Reimbursement of tool costs
Unless the transfer of ownership of tools, which are specially manufactured or procured by NTH for the production of goods to be delivered to the customer, has not been expressly agreed in writing, these tools remain the property of NTH. Even if the manufacturing costs for these tools have been paid in full, the customer does not acquire the right to transfer ownership of the tools themselves.  
9.    Liability for material defects 
9.1 Warranty rights of the buyer presuppose that the buyer has fulfilled his obligations to examine and complain in accordance with § 377 HGB.  
9.2 Warranty claims expire 12 months after delivery of the goods delivered by NTH to the customer. NTH's consent must be obtained before any goods are returned. This period does not apply if the law according to §§ 438 para. 1, no. 2 (buildings and items for buildings), 479 para. 1 (right of recourse) and 634 a para. 1 no. 2 (building defects) BGB (German Civil Code) prescribes longer periods.  
9.3 Should the goods delivered by NTH show a defect which already existed at the time of the transfer of risk, NTH will, subject to timely notification of defects, either repair the goods or deliver replacement goods. NTH must always be given the opportunity to remedy the defect within a reasonable period of time. Recourse claims remain unaffected by the above regulation without restriction.  
9.4 If the supplementary performance fails, the customer can withdraw from the contract or reduce the payment - without prejudice to any claims for damages according to item 10.8.  
9.5 Warranty claims shall not exist in the event of insignificant deviations from the agreed quality, insignificant impairment of usability, natural wear and tear or wear and tear as well as damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable operating resources or due to special external influences that are not provided for under the contract. If the buyer or third parties carry out improper repair work or modifications, no claims based on defects shall exist for these and the resulting consequences.  
9.6 Claims of the customer for expenses necessary for the purpose of supplementary performance, especially transport, travel, labour and material costs are excluded, as far as the expenses increase because the goods delivered by NTH have subsequently been taken to a place other than the customer's premises, unless the transfer corresponds to their intended use.  
9.7 Claims for damages by the customer due to a material defect are excluded. This shall not apply in the event of fraudulent concealment of the defect, failure to comply with a guarantee of quality, injury to life, body, health or freedom and in the event of a wilful or grossly negligent breach of duty by us. Any further claims of the buyer or claims other than those regulated in these general terms and conditions due to a material defect are excluded.

10.    Other claims for damages, statute of limitations 
10.1 Claims for damages on the part of the customer, regardless of the legal grounds, in particular due to breach of duties arising from the contractual obligation and from unlawful acts, are excluded.  
10.2 This shall not apply in the event of mandatory liability, e.g. under the German Product Liability Act, in cases of intent, gross negligence, due to injury to life, limb or health, the body or health or due to the violation of essential contractual obligations. However, claims for damages for the breach of material contractual obligations shall be limited to foreseeable damage typical of the contract, unless caused by intent or gross negligence or based on liability for injury to life, body or health.  
10.3 Insofar as the buyer is entitled to claims for damages, these shall become time-barred upon expiry of the limitation period applicable under item 10.2. The same shall apply to claims of the buyer in connection with measures to prevent damage (e.g. recall actions). The statutory limitation periods shall apply to claims for damages under the Product Liability Act. 

11.    Impossibility, adaptation of contract 
11.1 If delivery is impossible, the customer is entitled to claim damages, unless NTH is not responsible for the impossibility. However, the customer's claim for damages is limited to 5% of the value of that part of the delivery, which cannot be put into useful operation due to the impossibility. This limitation shall not apply in cases of mandatory liability based on intent, gross negligence or injury to life, body or health. The right of the buyer to withdraw from the contract remains unaffected.  
11.2 If unforeseen events in the sense of section 4.3. change the economic importance or the content of the delivery considerably or have a considerable effect on the operation of NTH, the contract will be adapted appropriately in good faith. If this is not economically justifiable, NTH has the right to withdraw from the contract. If NTH wants to make use of this right of withdrawal, NTH has to inform the customer immediately after recognizing the consequences, even if an extension of the delivery time was initially agreed with the customer.  

12.    Payments and creditworthiness
12.1 Invoices from NTH are payable within 30 days from date of invoice without deduction.  
12.2 Field staff are only allowed to accept payments with a written confirmation of receipt. power of attorney. 
12.3 The total claims of NTH become due immediately if the customer does not comply with the terms of payment or stops his payments for reasons for which he is responsible.  
12.4 In addition, NTH is entitled to demand advance payment for outstanding deliveries, as well as to withdraw from the contract after a reminder and a reasonable period of grace, or to claim damages for non-performance. Furthermore, after reminder and setting a reasonable grace period, the customer may be prohibited from reselling the goods and the delivered goods may be taken back at the customer's expense.  
12.5 Retention of payments or offsetting against counterclaims of the customer is excluded, unless these have been expressly accepted by NTH in writing or have been legally established.

13.   Retention of title
NTH reserves the right of ownership of all goods delivered by NTH until full payment has been received; in this respect all deliveries are considered as one continuous delivery transaction. In case of a current account, the reserved property is considered as security for NTH's balance claim. If the goods are combined by the customer with other items to form a uniform item, and if the other item is to be regarded as the main item, the customer hereby assigns to NTH a pro rata co-ownership, insofar as the main item belongs to him.  
If the customer resells the delivered goods as intended, he hereby assigns to NTH all claims arising from the sale against his customers, including all ancillary rights, until all their claims have been settled in full. 
In case of justified cause (e.g. delay in payment) the customer is obliged, on request of NTH, to disclose the assignment to the third party buyers and to give NTH all information and documents necessary to assert their rights. NTH will release the securities held by NTH, if their value exceeds the claims to be secured by more than 20% in total.  
14.    General 
14.1 If one of the contracting parties suspends payments or if insolvency proceedings are applied for over its assets or judicial or extrajudicial composition proceedings are applied for, the other contracting party is entitled to withdraw from the contract for the part not fulfilled.  
14.2 Should any provision of these terms and conditions and the other agreements made be or become invalid, the validity of the rest of the contract shall not be affected. The contractual partners are obliged to replace the invalid provision with a provision that comes as close as possible to the invalid provision in terms of its economic success.  
14.3 The law of the Federal Republic of Germany shall apply exclusively, unless expressly agreed otherwise in writing. The application of the United Nations Convention on Contracts for the International Sale of Goods of 11.4.1980 shall be excluded.  
14.4 The place of performance is the registered office of the NTH Group company involved in the delivery contract as the Seller.  
14.5 NTH is entitled to store and process the customer's data for the purpose of handling the business relationship, in compliance with the provisions of the Federal Data Protection Act.  
14.6 The place of jurisdiction for all legal disputes arising from the contractual relationship is the registered office of the company of the NTH Group involved in the delivery contract as Seller.