Conditions business customers

translation for information purposes - the German version - in interpretation questions - always remains relevant

General conditions of sale for business customers

§ 1 Basic provisions
(1) These general conditions of sale (hereinafter referred to only as GCS) are valid for all sales of goods by us, Thermotec AG, whether these transactions are concluded online or offline. The GCS below are valid in the version that is valid when the contract is concluded. Unless agreed otherwise, involvement of any of your own
conditions that you use will be contradicted.
(2) Business customers within the meaning of these GCS are all undertakings (§§ 14, 310 para. 1 BGB [Federal Law Gazette]), legal persons under public law or special funds under public law. An undertaking is any natural or legal person or a general partnership having legal capacity that is carrying on its commercial or independent professional activity when it concludes the contract.

§ 2 Registration as a customer
(1) In addition to direct orders, you can set up your own online user account and register as a customer in the business customer section of our website www.thermotec.ag.
(2) You must provide the information required for setting up a/the user account completely and accurately. Entering subsequent changes to your personal data is your responsibility. The password you have chosen must be kept secret under all circumstances and never shared with third parties under any circumstances.
(3) As a business customer, you must prove your identity before you can place a binding order. Proof of your identity must be provided by sending your valid licence to trade (business registration, extract from the commercial register) separately (by fax or email). After the relevant checks have been made, you will receive a message from us about activation of the customer account/online user account you have set up with us.

§ 3 Conclusion of the contract
(1) The subject of the contract is sale of goods. Our online offers are non-binding and not a binding offer to conclude a contract.
(2) You can make a binding purchase offer (order) using the online shopping basket system or the separately available order form. For online orders, the products intended to be purchased are put in the “basket”. You can view your “basket” and make changes to it at any time, via the corresponding button in the navigation bar. After visiting the “checkout” page and entering your personal details, as well as payment and delivery terms, all order data will be displayed again on the order overview page. Before you place your order, you will have the chance to review or change all of the information again (including by using your browser’s “back” button) and/or to cancel the sale. By sending the order using the “order in return for payment” button, you are submitting a binding offer to us. First of all, you will then receive email confirmation of receipt of your order. This does not result in conclusion of the contract.
(3) We will accept the offer (and the contract will therefore be concluded) within 4 working days, at the latest, of the order, by confirmation in text form, in which execution of the order or delivery of the goods is confirmed for you (order confirmation). If you have not received a corresponding message, you are no longer bound to your order. Any services that have already been provided will be refunded immediately in this case.
(4) When the contract is concluded, we will transfer the right to sell our AeroFlow® products and their successor models, as well as their accessories, spare parts and wearing parts, to the party placing the order, according to our offer pages and/or our specialist retailer price lists. As a trader, you buy and sell in your own name and on your own account. You act as an independent trader in respect of both the end consumer and us. You do not have the authority to legally represent us as a manufacturer. All of the costs for the trader’s own advertising are paid by the trader.
(5) The essential features of the product and/or service can be found in the product description and supplementary information on our website.
(6) The order will be processed and all necessary information in connection with conclusion of the contract will sent by email. In some cases, this will be automated. You must therefore make sure that you have given us the correct email address and that receipt of emails is guaranteed in terms of technology and, in particular, will not be prevented by a SPAM filter.

§ 4 Lien, retention of title, transfer
(1) You can only exercise a right of lien if it concerns claims resulting from the same contractual relationship.
(2) We reserve proprietary rights to the goods until full settlement of all claims resulting from the current business relationship. Pledging or transfer of ownership as security lien is not permitted until ownership of the goods subject to retention of title has been transferred.
(3) You can resell the goods in normal business. In this case, you will transfer all debts you incur from the resale to us now, at the amount of the invoice. We accept the transfer. You are also authorised to recover the debt. However, if you do not fulfil your payment obligations in accordance with the regulations, we reserve the right to recover the debt ourselves.
(4) In cases where the goods subject to retention of title have been connected or mixed, we acquire joint ownership of the new product in the proportion of the invoice value of the goods subject to retention of title to the other objects processed, at the time of processing.
(5) We undertake to release the securities to which we are entitled, at your request, when the realisable value of our securities exceeds the debt to be secured by more than 10%. The choice of securities to be released is our responsibility.

§ 5 Warranty
(1) As the condition of the goods, only our own information and the manufacturer’s product description are considered to have been agreed, not, however, other advertising, public advertising and statements by the manufacturer.
(2) You are required to inspect the goods immediately and with due care for deviations in terms of quality and quantity. You must inform us in writing of obvious defects within 7 days of receipt of the goods. Timely sending of the written notification is sufficient for adhering to this deadline. This also applies to latent defects that are found later, from the time of discovery. If the obligation to investigate and give notice of defects is violated, claims under warranty cannot be asserted.
(3) We will remedy any defects through our choice of subsequent improvement or replacement delivery. If remedy of defects is unsuccessful, you have the choice of requesting price reduction or withdrawing from the contract. Remedy of defects is considered to be unsuccessful after a failed second attempt, unless something else arises, in particular from the type of goods or the defect or the other circumstances. In cases of subsequent improvement, we do not have to bear the increased costs that result from transporting the goods to a place other than the place of performance, if transportation does not correspond to the use in accordance with the regulations of the goods.
(4) The warranty period amounts to 15 years’ functional warranty on the heat production and operability of panel storage radiators, as well as 2 years’ warranty on control technology, spare parts and accessories. The warranty applies from the day of delivery. The reduced warranty period does not apply to culpable damages, resulting from injury to life, limb or health and damages caused by gross negligence or intent or malice, that can be attributed to us, as well as in the case of rights of recovery pursuant to §§ 478, 479 BGB [Federal Law Gazette]. We also refer to the detailed warranty conditions for our products, a printed version of which is enclosed, when goods are delivered, as part of the operating instructions for every appliance and which are also available as an electronic document on our website.

§ 6 Requirement to inspect and give notice of defects
(1) The party that placed the order must inspect the goods with regard to quantity and weight as soon as they are delivered and make note of any complaints in relation to this on the delivery or consignment note. The party placing the order must inform the transportation company immediately if packaging is damaged. Otherwise, quantity, weight and packaging will be considered to be in accordance with the contract. The party placing the order has to have a random quality inspection of the goods delivered carried out, immediately after delivery, and must open the packaging for this purpose.
(2) Recognisable material defects must be reported to us in writing, immediately, but at the latest five days after delivery of the goods. Latent material defects must be reported to us in writing, immediately, but at the latest five days after their discovery. Otherwise, the goods will be considered to have been approved. The notification of defects must precisely describe the type and extent of the defect. The party placing the order is required to immediately make available to us the goods that are the subject of the complaint, for the purposes of examination, if requested.

§ 7 Prices, payment methods, offset
(1) The prices listed in the offers are net prices in EUR. The list prices valid on the day of the order are applicable in principle.
(2) Any delivery costs incurred are not included in the purchase price. They are shown separately during the order process and should be paid by the party placing the order in addition, unless free delivery is effective.
(3) The payment methods available to you are shown under a correspondingly marked button on our website.
(4) The payment for the first order must be made in advance to a bank account specified by us. Payment is due immediately after conclusion of the contract. If you are using the “PayPal – Express” instant payment system by clicking on the correspondingly marked button integrated into the shop system, you will be forwarded to the PayPal login page. Once you have successfully logged in, the address and contact details you have registered with PayPal will be displayed. Press the “next” button to return to the order overview page of our online shop.
(5) For orders, we offer purchase on account with an period for payment of 30 days net with no discount. In the event of default on payment, we reserve the right to impose default charges (interest on late payment, flat rates for costs), to the extent permitted by law. In the event of default on payment by the purchaser, despite the seller having granted an extension, the seller is entitled to collect the object of purchase, in order to secure their rights, even without the agreement of the purchaser, without this being seen as withdrawal from the contract. The seller has the choice of claims for fulfilment or claims resulting from § 326 BGB.
(6) You are only permitted to fulfil the obligation to pay the purchase price through offset if your counter claims are legally established, uncontested and recognised by us.

§ 8 Terms of delivery
(1) Delivery within Germany is free for orders with a total order value of €99.00 or more. For order values below the aforementioned threshold, we charge a flat rate for delivery expenses within Germany, at the amount valid according to the information on our website at the time the order is placed.
(2) Radiators (including any accessories ordered at the same time) are delivered on pallets by the haulier contracted by us. Delivery is agreed between the haulier and the recipient, on the basis of the order. Orders of accessories / spare parts only are delivered by “DHL” parcel post.
(3) Self-collection from our factory address is possible by arrangement for local customers within a radius of up to 50km.
(4) In principle, there is always a charge for deliveries abroad. Delivery charges are agreed with the haulier according to country of delivery / recipient address and communicated to the customer.
(5) Dates and delivery times are non-binding, unless expressly agreed otherwise in writing. Goods are normally delivered to the customer’s address within around 5-7 days after ordering or after receipt of payment in advance or PayPal payment.
(6) Risk of accidental destruction or accidental deterioration of the goods is transferred to the party placing the order when the goods are dispatched or, at the latest, when they leave our factory/warehouse. This is regardless of whether the goods are dispatched from the place of performance or who is paying the freightage.
(7) Partial deliveries are permitted, unless the party placing the order confirms that partial deliveries are not of interest to them in economic terms.
(8) In the case of intra-Community deliveries to an EU Member State other than Germany, the customer has to hand over confirmation of arrival according to the requirements of the respectively valid version of § 17a UStDV. With this confirmation, the customer has to confirm that the object of the delivery has arrived in other Community territory. The confirmation of arrival must include, as a minimum, the name and address of the customer, the quantity of the object of delivery and the description in normal business practice, the place and date of receipt of delivery in the other Community territory or, in the case of transportation by the customer, place and date of the end of transportation to another EU Member State, as well as the issue date. The customer must use a template provided by us for the confirmation of arrival. The confirmation of arrival should be signed by hand and sent to us electronically.

§ 9 Liability and data protection
(1) We are liable to an unlimited extent for damages resulting from injury to life, limb or health. Furthermore, we are liable to an unlimited extent in all cases of intention and gross negligence, in cases of malicious concealment of a defect, in the event of guaranteeing the condition of the object purchased and in all other cases regulated by law.
(2) As far as essential contractual obligations are concerned, our liability in cases of ordinary negligence is limited to foreseeable damages that are typical of the contract. Essential contractual obligations are essential obligations that result from the nature of the contract and whose violation would jeopardise the purpose of the contract, as well as obligations that the contract imposes on us, according to its content, to achieve the purpose of the contract, whose fulfilment makes proper performance of the contract possible in general and in the observance of which you may regularly trust.
(3) If non-essential contractual obligations are violated, liability is ruled out in cases of ordinary negligent violation of contractual obligations.
(4) The state of current technological development cannot guarantee error-free and/or continually available communication of data via the internet. In this respect, we are not liable for the constant or uninterrupted availability of the website and the service offered there.
(5) The information required for processing the order will be saved and treated confidentially, observing the regulations of the law on data protection. However, we reserve the right to transfer data for the purposes of credit checks.

§ 10 Choice of law, place of performance, place of jurisdiction
(1) German law applies. In the case of consumers, this choice of law only applies if it does not remove the protection given by the compulsory provisions of the law of the consumer’s state of permanent residence (favourability principle).
(2) The place of performance for all services resulting from the business relationships that exist with us and the place of jurisdiction is our headquarters (Vierkirchen). The same applies if you do not have a general place of jurisdiction in Germany or the EU, or if the place of habitual residence is not known when the action is brought. The authority to also go to a court in a different statutory place of jurisdiction is not affected by this.
(3) The provisions of the UN sales convention (CISG) are expressly not applicable here.

Last updated:13 November 2018