KONVEKTA AG

Am Nordbahnhof 5
34613 Schwalmstadt

phone: +49 (0) 66 91 · 76 -0
fax: +49 (0) 66 91 · 76 -111

Commercial Registry at the district court in Marburg HRB 4344
Sales tax identification number: DE113942250  

Management

 
Constantin H. Schmitt
Klaus Teebken
Horst Knauff 

President of the supervisory board

Carl Heinrich Schmitt

All contents of the web-site will be checked by Konvekta AG most thoroughly. However, there is no guarantee for the correctness, completeness and up-to-dateness.

KONVEKTA AG is not responsible for other web-sites which are linked to our web-site. We do not identify with companies and their products presented there or advertising statements on these sites.

Liability claims from third parties, which are results from their internet offering, are excluded. KONVEKTA AG reserves the right of changes or amendments of their published information.

1. General

a. For all sales and deliveries the following terms and conditions are authoritative as far as no other agreements or supplements have been made in writing.

b. Offers and conclusions are always without obligation. Prices, dimensions and weights given in offers and other printed media are not binding but expressly indicated as such. The prices indicated by Konvekta AG are ex works as far as not otherwise agreed on in writing, plus the statutory VAT, excluding packing costs, customs duty or other incidental expenses.

c. With labour, material or raw material costs or manufacturing and transport costs rising, Konvekta AG is entitled to charge the prices valid at the day of delivery. This does not apply if the agreed deliveries and performances are to be provided within three months upon the conclusion of contract. d. Konvekta AG is authorised to make use of and store company and personal data within the scope of the contractual relations.

2. Scope of Delivery

For the scope of delivery the written confirmation of order by Konvekta AG is authoritative, especially supplementary agreements and modifications are subject to the written confirmation by Konvekta AG. Protective devices for delivered Konvekta AG products are included in the delivery as far as this has been agreed on or is officially prescribed.

3. Terms of Payment Invoices

are payable within 30 days upon the date of invoice and without deduction. For payments within 10 days 2% discount are given. The date of invoice shall be the date of dispatch. Any other kind of payment requires the express written agreement by Konvekta AG. The handing over of a bill of exchange is no performance of payment. The offsetting against counterclaims by the customer / buyer is inadmissible except for such counterclaims having been acknowledged by Konvekta AG or recognised by declaratory judgement. Any right of retention not based on the same contractual relationship is excluded. With exceeding the time limit for payment, Konvekta AG charges default interest of 8% above the current basic interest rate.

4. Order

The contract comes into existence with the confirmation of order by Konvekta AG being received by the customer.

5. Packing

The packing of the delivered products is done with utmost care, its execution and kind is within the discretion of Konvekta AG. Packing material is only taken back if expressly agreed so by the contracting parties.

6. Acceptance

In general, the customer has to accept the finished product. If this is not done within a reasonable period of time, Konvekta AG has the right of dispatch. The product shall then be deemed as being delivered according to the terms and conditions from the date of leaving the works.

7. Dispatch / Passing of Risk

a. When dispatching the product the risk passes to the customer with the transfer of the product to the forwarding agent or carrier, at the latest when leaving the works. The risk passes to the buyer / customer with the ordered product - at partial delivery, the respective consignment - leaving the Konvekta AG works especially also in cases of agreed freight paid delivery and at delivery without assembly.

b. If not especially specified or agreed, the transport means and transport route are within the discretion of Konvekta AG without any liability for the choice made and the inexpensive way of transportation.

c. Products declared ready for dispatch have to be called off, otherwise Konvekta AG has the right to store them at its own discretion and at the expense and risk of the customer and to invoice them as delivered ex works.

8. Insurance / Damage to Goods in Transit

a. Insurance of the products against damage to goods in transit and/or breakage is effected only on demand of the customer. In this case, Konvekta AG charges the costs so incurred. Yet Konvekta AG does not assume any responsibility for the execution of the insurance itself. The buyer undertakes at his own costs to further insure the delivery from Konvekta AG against damages immediately upon arrival at its destination.

b. Possible damages to goods in transit have to be ascertained immediately when receiving the products. For this, the goods office must be asked the issuance of a certificate by the railway authorities (ascertainment of the facts) to assert claims for damages. This must immediately be sent to Konvekta AG. When failing to produce such certificate, Konvekta AG disclaims any claim for damages. The same applies to forwarding agents.

9. Delivery Time

a. The time of delivery given by Konvekta AG is without obligation. Exceeding the time-limit does not entitle the buyer to make any claims whatsoever or to withdraw from the sales contract. The time of delivery is calculated from the day on, on which all details of the order are settled under the condition that both parties agree on all of the terms of the transaction. Times of delivery given by Konvekta AG do not indicate but the expected delivery date without obligation if not otherwise agreed on hereinafter under these presents.

b. Yet, Konvekta AG is bound by delivery dates guaranteed and agreed in writing with the legal consequences for a possible exceeding of the time limit being as follows.

c. Strike, lockouts, any kind of operational breakdowns, non-arrival of materials deliveries as well as other delays in the manufacturing process without any fault on the part of Konvekta AG delay the delivery date accordingly, yet not more than 2 months beyond the agreed date. Upon expiration of these two months each party is entitled to withdrawal. In none of such cases claims for damages can be asserted.

d. If Konvekta AG is liable for non-delivery or delay in delivery, the buyer can assert claim for damages after having complied with the conditions of the statutory regulations under §§ 281, 323 BGB / German Civil Code, especially by granting an additional period of time of reasonable length under consideration of the rightful interests of Konvekta AG to be cleared up with Konvekta AG before such fixing of an additional period of time. The same applies to non-fault conditions of claim, especially regarding the fixing of a period of time should the customer / buyer want to declare his withdrawal from the contract.

e. The customer can only claim for damages according to § 323 BGB / German Civil Code to the extend to which failure of delivery or delay in delivery is due to intention or gross negligence proved to have been committed by Konvekta AG. Contingent damages have to be exactly calculated and explained. Abstract calculation by claiming facilitation of proof in the form of hypothetical covering operations is inadmissible. f. Subsequent modifications asked by the buyer / customer extend the delivery time accordingly.

10. Liability for Defects

a. Konvekta AG assumes a warranty of quality of 12 months from the day of the passing of risk on for the perfect condition and expedient carrying-out of the products and spare parts, for built-in external parts only within the scope of the warranty provisions of the subcontractor. Should within the warranty of quality at appropriate application, perfect installation and correct operation in compliance with government and police regulations and the operating instructions occur defects in material or of fabrication, Konvekta AG replaces the defective parts in the sense of subsequent performance. The disassembled defective parts under warranty claim shall be dispatched to Konvekta AG for the claim to be inspected. Only after such inspection of the products found fault with, Konvekta AG makes a final commitment. Especially required is the return of the products found fault with for the purpose of examination and also for constituting contingent rights of recourse in terms of §§ 478 and 479 BGB / German Civil Code.

b. To the appropriate application of the products delivered by Konvekta AG belongs also at least one maintenance to be carried out every 20.000 km or 1.000 working hours, yet at least once a year at an authorised Konvekta - Service-Point. The scope of maintenance is given in the operating instructions and shall be given proof of in writing. Arbitrary modifications of the installation delivered by Konvekta AG, especially repairs, whether effected by the owner, user or on their behalf by third parties, constitute an intervention in the installation that releases Konvekta AG from its obligation of warranty of quality. Works at the installation are to be carried out by authorised Konvekta Service-Points only. Condition for a warranty of quality claim is the posting of the completely filled in registration card detached from the warrantee card.

c. Further claims of the customer for damages which have not occurred on the delivered object itself and that are not directly connected to subsequent performance are not to compensate.

d. The warranty of quality does not apply to natural wear and tear, such as attrition; also not to damages occurred after the passing of risk and without any fault on the part of Konvekta AG, due to incorrect or negligent handling, excessive use, inappropriate operating material, deficient fitting and construction work, improper subsoil, and chemical, electrochemical or electrical influences. The above listing is not final.

e. Konvekta AG reserves the right to assign under the terms of the supply contracts to the buyer existing warranty for quality claims against the subcontractor from the purchase of prefabricated parts or aggregate units for direct settlement by the buyer.

11. Duty to Examine and Requirement to Complain

a. The buyer / customer is obliged under § 377 HGB / German Commercial Code to immediately examine the goods of which he has taken delivery and to bring contingent complaints to the notice of Konvekta AG in writing. Notification of obvious defects has in any case to be filed without delay, at the latest within 14 calendar days, starting with the day of arrival of the products at the buyer. Defects that fall provable under the warranty for quality claims are remedied by Konvekta AG or replaced by new delivery under the condition that no modification has been effected on the objects. According to § 439 sub-par. 1 BGB / German Civil Code a subsequent performance in terms of a rectification of defects or a substitute delivery depends on which cost-accruing facts are caused by either warranty measure. Konvekta AG is entitled to fix within 10 days upon receipt of the notice of defect the kind of the subsequent performance to be rectification or substitute delivery, should one of the two warranty measures cause disproportionately higher costs.

b. Defective part performance does not entitle the buyer to withdraw from the contract as a whole. Compensation for a consequential harm caused by a defect not directly caused by a defect in a product or product part and/or a spare part delivered by Konvekta AG is excluded.

12. Copyrights / Property Rights

All documents, especially drawings and calculations remain the exclusive intellectual property of Konvekta AG. Without the approval of Konvekta AG they shall not be used for any other purpose then that provided in the order and have to be given back unsolicited upon its performance. Konvekta AG is not liable for property right infringements and their consequential costs that may be incurred by the user or customer by using the products of Konvekta AG.

13. Retention of Title / Obligations

a. Konvekta AG retains title to all delivered items until payment of all its transaction accounts receivable (principal and collateral claims) to the respective total amount. Konvekta AG undertakes to release upon request of the buyer at its discretion all securities exceeding the balance (extended reservation of ownership). When the products delivered by Konvekta AG under retention of title are processed into new objects, Konvekta becomes a co-owner of such new objects. The buyer / customer is not allowed to modify products under retention of title or co-ownership of Konvekta AG and shall not dispose of them in the ordinary course of business but with the consent of Konvekta AG. If a third party acquires ownership of products under retention of title or co-ownership of Konvekta AG, the buyer / customer herewith assigns by way of security to Konvekta AG his actual or subsequent claims arising by selling or for other legal grounds in relation to the passed-on products against the future buyer to the amount of the price or its equivalent (extended reservation of title). If the price or the product is simultaneously related to other products, the assignment applies only to the proportional partial amount.

b. The buyer immediately informs Konvekta AG of all seizures and other impairments of the ownership or co-ownership of Konvekta AG or of the claims assigned to Konvekta AG. Konvekta AG may at any time request from the buyer / customer information required to enforce its rights; Konvekta AG may also request that the buyer / customer informs in writing of such assignments the debtors of the claims assigned to Konvekta AG.

c. The buyer / customer shall then not be allowed neither to pledge nor to assign by way of security the respective delivered item until its complete payment. d. The delivered products are not paid completely until the bills of exchange or cheques received by Konvekta AG are not cashed.

14. Taking Back of Products

The return of delivered products for crediting is not possible but with the express agreement by Konvekta AG. Should then Konvekta AG take back the delivered products for whatever reason, this shall only constitute a withdrawal from contract if acknowledged so in writing by Konvekta AG.

15. Binding Force of Contract

The legal invalidity of individual parts does not affect the remaining parts of the contract.

16. Place of Performance and Place of Venue

Applicability of the German Law; Final Clause a. Place of performance for performance and payment is the seat of Konvekta AG in Schwalmstadt (Germany). Place of venue for both contractual parties is Schwalmstadt (Germany), also for procedures for claims arising out of bills of exchange or cheques. Possible legal actions are exclusively subject to the German Law. b. Should any above condition be an infraction of a statutory prohibition or for other reasons be legally invalid, this shall not affect any part of the remaining contract. Headings in these Terms and Conditions are for orientation only and do not define or limit the conditions of these Terms and Conditions as such and especially not the contents of the individual sections.