General Business and Delivery Conditions
These conditions apply to all contracts concluded by companies of the CAT Group, in particular CAT Clean Air Technology GmbH, CAT m-tec GmbH and CAT e-tec GmbH (hereinafter referred to as “we”) with companies within the meaning of § 14 BGB (German Civil Code), legal entities under public law or a special fund under public law (“customer”).General terms and conditions for all types of contracts
A. General terms and conditions for all types of contracts
1. Offers
1.1 We are bound to the offer for 3 months from the date of the offer.
1.2 We reserve the right of ownership and copyright to images, drawings, calculations and other files and documents. They may not be disclosed to third parties and shall be treated confidentially.
1.3 Documents, in particular brochures, catalogues, drawings and illustrations, weight and dimensional specifications, are only approximately relevant insofar as they are not expressly declared binding by us in text form.
2. Delivery dates and execution periods
2.1 Delivery dates and execution periods are only binding if we expressly confirm this in text form. The beginning of the delivery time or execution period indicated by us requires clarification of all technical questions.
2.2 Delivery and execution periods shall be extended to an appropriate extent if the customer does not fulfil his obligations or duties to cooperate in a timely manner.
3. Pricing; price changes
3.1 All prices are always net plus VAT at the applicable rate.
3.2 If there are more than four months between conclusion of the contract and delivery/execution without us being responsible for a delay, the price may be reasonably increased taking into account material, wage, energy, transport and other ancillary costs. If the price increases by more than 40 %, the customer is entitled to withdraw from the contract.
4. Terms of payment; financial circumstances of the customer
4.1 All payments shall be made 14 days after the date of invoice without any deduction. We shall be entitled to discontinue our services or to withdraw from the contract if the customer delays with the payment for more than 14 calendar days.
4.2 If after conclusion of the contract, the financial circumstances of the customer deteriorate considerably or change in such a way, that our claim to consideration is at risk, or if this only becomes known to us after conclusion of the contract, we may refuse our performance until the consideration is fulfilled.
5. Offsetting and right of retention
A set-off by the customer is excluded, unless the set-off claim is undisputed or legally binding.
The exercise of a right of retention by the customer is excluded, unless it is based on the same contractual relationship.
6. Limitation of liability
Claims for damages by the customer due to the violation of contractual obligations are excluded subject to paragraph 2. This applies in particular to any production stoppages at the customer’s premises.
6.1 However, we shall be liable for compensation for damages which we, our legal representative or vicarious agent have caused intentionally or by gross negligence, in the case of injury to life, body or health, in this case also in the case of negligent breach of duty, in the case of fraudulent concealment of defects, in the case of acceptance of a guarantee for the quality of the service (§ 639 BGB), in the case of liability in accordance with the Product Liability Act and in the case of culpable breach of essential contractual obligations.
6.2 In the case of simple negligence, the customer’s compensation for damages shall be limited to the foreseeable damage typical for the contract, unless liability is assumed for injury to life, limb or health or under product liability law. In these cases liability is limited as follows:
a.
a. Liability of personal injury is limited to € 5 million.
b. Liability of property damage is limited to € 5 million.
c. Liability of financial losses is excluded.
7. Text form clause
All agreements regardless of whether they are made during or after the conclusion of the contract, must be in text form (i.e. also by e-mail). This also applies to the cancellation of this text form clause.
8. Protective clause
The customer’s general terms and conditions are not accepted.
9. Choice of law; Place of performance and place of jurisdiction
9.1 These general terms and conditions as well as the contracts are subject to German law under exclusion of the UN sales law.
9.2 The place of performance for all contractual and legal claims is our registered office.
9.3 If the customer is a company, a legal entity under public law or a special fund under public law, Stuttgart is the exclusive place of jurisdiction for all legal disputes. However we are entitled to take legal action at the customer’s general place of jurisdiction.
10. Severability clause
Should individual provisions of these terms and conditions be invalid, the validity of the remaining provisions and of the contract itself shall not be affected. In place of the invalid provisions a provision shall apply which comes closest to the intended purpose in a legally permissible manner.
B. General terms and conditions for the respective contract types
I. Contracts for measurements with documentation
1. Unless otherwise agreed, the above General Terms and Conditions as well as the Section § 631 of the German Civil Code (BGB) are valid.
II. Contracts for the supply of goods
1. Unless otherwise agreed, the Section §§ 433 of the German Civil Code (BGB) is valid.
2. Retention of title
a) The delivered goods remain our property until full payment of the purchase price and all claims which we have or will have in the future against the customer from the business relationship with the customer.
b) The customer is only entitled to resell the goods, including the goods produced by mixing, blending, combining, processing or treatment, within the scope of his proper business operations. He is not authotised to dispose of these goods in any other way, in particular to pledge them or assign them as security.
c) The customer hereby assigns to us all claims arising from the resale of the goods subject to retention of title or the goods produced from these by treatment or processing. We hereby accept the assignment.
Of the claims from the sale of goods in which we have acquired co-ownership by mixing, blending or combining, the customer hereby assigns to us a first-ranking partial amount which corresponds to our co-ownership share in the goods sold. We hereby accept the assignment.
If the customer sells goods which are in our ownership or co-ownership together with other goods not belonging to us at a total price, the customer hereby assigns to us a first-ranking partial amount of this total claim corresponding to the share of the goods subject to retention of title. We hereby accept the assignment.
d) Subject to revocation by us at any time, the customer is authorised to collect the assigned claims from the resale. Upon request, he shall immediately name the debtors of the assigned claims, notify them of the assignment or hand over the notices of assignment to us. As long as the customer meets his payment obligations, we will not disclose the assignment.
e) If the realisable value of the securities existing for us exceeds the secured claims by a total of more than 10%, we shall be obliged to release securities of our choice at the customer’s request.
3. The customer must insure the goods belonging to us against the usual risks to a reasonable extent at his own expense and at our request and assign the insurance claims to us. We are entitled to pay the insurance premiums at the expense of the customer.
III. Consulting contracts and training contracts
1. Unless otherwise agreed, the above general terms and conditions and the Section §§ 611 of the German Civil Code (BGB) are valid.
IV. Contracts for work services
Our general terms and conditions apply exclusively for contracts for work and services relating to technical building equipment systems.