Terms & Conditions.
I. General Terms and Conditions of Business.
Status April 2023
§ 1 General / Scope of application
(1) The General Terms and Conditions shall apply to all present and future business relations between GIEBEL FilTec GmbH or GIEBEl FilTec Inc. (hereinafter referred to as Giebel Filtec) and the customer. They shall only apply to entrepreneurs exercising their commercial or independent professional activity and to legal entities under public law.
(2) Deviating, conflicting or supplementary General Terms and Conditions of the purchaser shall not become part of the contract, even if Giebel FilTec is aware of them, unless their validity is expressly agreed to in writing.
(3) The General Terms and Conditions of Giebel FilTec shall also apply if Giebel FilTec carries out the delivery to the buyer without reservation in the knowledge of conflicting or deviating General Terms and Conditions of the buyer.
§ 2 Offer / Offer documents / Non-availability of the service
(1) Offers are subject to change.
Information from Giebel FilTec relating to goods and prices during the ordering process is non-binding.
On the order form, the purchaser declares the binding application for the conclusion of a purchase contract. Giebel FilTec shall immediately confirm receipt of the order by e-mail. The confirmation of receipt does not constitute a binding acceptance of the order. However, Giebel FilTec may combine the confirmation of receipt with the acceptance of the order. Giebel FilTec shall be deemed to have accepted the order at the latest upon delivery of the ordered goods by Giebel FilTec. An express declaration of acceptance by Giebel FilTec is not required vis-à-vis the buyer.
(2) Agreements deviating from the order are only effective if they are confirmed by Giebel FilTec in writing or by e-mail.
(3) If significant increases in raw material prices, wages, taxes, public charges and / or complications from laws and / or legally binding regulations of any other kind occur up to the execution of the order, which demonstrably have a significant influence on the offer calculation of Giebel FilTec, Giebel FilTec shall be entitled to charge an appropriate price surcharge. Significant in the sense of this provision are changes of at least 10 %.
(4) Giebel FilTec reserves the right to make technical changes as well as changes in shape, color and/or weight within reasonable limits.
Compliance with technical data or other information / details from catalogs, printed matter, parts lists and / or drawings / sketches etc. is only confirmed to the extent that individual data, dimensions or details thereof are expressly included in the technical description of the offer. In the case of blanket reference to documents or drawings, only the function shall be deemed confirmed.
(5) Obviously recognizable errors in the offer or the written order confirmation shall entitle Giebel FilTec to withdraw from the contract without prejudice to other rights. The purchaser shall not be entitled to claim damages in this respect.
(6) If the order is to be qualified as an offer according to § 145 BGB, Giebel FilTec can accept it within 4 weeks.
Acceptance can be declared either in writing or by rendering the service and notifying the purchaser thereof or by delivering the goods to the purchaser.
(7) The conclusion of the contract is subject to the reservation that Giebel FilTec is supplied by its suppliers in accordance with the contract and on time. This shall only apply in the event that Giebel FilTec is not responsible for the non-delivery, in particular if a congruent covering transaction has been concluded with the supplier of Giebel FilTec. In addition to unforeseen, unavoidable events for which Giebel FilTec is not responsible, Giebel FilTec is in particular not responsible for the lack of self-delivery due to an epidemic, pandemic (e.g. the Corona pandemic), epidemic or official measures such as quarantine.
If Giebel FilTec is nevertheless unable to perform, Giebel FilTec shall be entitled to release itself from the obligation to perform. The purchaser must be informed immediately of the non-availability of the service. The consideration of the purchaser will be refunded immediately.
(8) Giebel FilTec reserves the property rights and copyrights to illustrations, drawings, calculations and other documents; they may not be made accessible to third parties. This applies in particular to written documents marked “confidential”. Any disclosure to third parties requires the express written consent of Giebel FilTec.
These documents are to be returned to Giebel FilTec free of charge without request as soon as they are no longer required. The purchaser is liable for loss and damage. Upon request, these objects / documents are to be returned at any time. The purchaser shall not be entitled to a right of retention. Documents / objects must be stored safely and may not be reproduced without the prior written consent of Giebel FilTec.
In the case of objects / documents to which Giebel FilTec has industrial property rights and / or which are owed as business / trade secrets, the purchaser is only permitted to use them as expressly permitted by Giebel FilTec, unless certain types of use are also permitted to any third party.
§ 3 Scope of delivery
(1) The purchaser is obliged to state in his order the individual specification of the respective delivery item according to the intended individual type of use, taking into account all technically relevant factors.
If such information is missing or incomplete, the general product specifications of Giebel FilTec shall apply in addition.
(2) The written order confirmation by Giebel FilTec shall be decisive for the scope of delivery. If the contract is concluded by the acceptance of a time-limited offer by Giebel FilTec, the content of the offer by Giebel FilTec shall be decisive for the content of the contract.
Additional agreements and changes require the written confirmation of Giebel FilTec.
(3) Insofar as the purchaser has packaging, he confirms to Giebel FilTec with the acceptance of the goods that he can recycle this in accordance with the Packaging Act and undertakes to dispose of the packaging in compliance with the provisions of the Packaging Act. At the request of Giebel FilTec, the purchaser must provide information on the type and quantity of packaging disposed of in accordance with the Packaging Act. If the purchaser does not wish to dispose of the packaging himself in accordance with the above regulation, he must inform Giebel FilTec immediately after acceptance of the goods in writing or in text form. In this case, Giebel FilTec shall give the purchaser the opportunity to return this packaging to Giebel FilTec in accordance with the obligations arising from the packaging law. The purchaser shall bear the costs of the return transportation of the packaging.
(4) Giebel FilTec reserves the right to make design or form changes due to technical improvements or legal requirements during the delivery period, provided that the delivery item or the agreed delivery is not significantly changed and the changes are reasonable for the purchaser.
§ 4 Prices / Terms of payment
(1) In the absence of a special agreement, the prices shall apply “ex works” plus the applicable statutory value added tax.
(2) The purchase price shall be due for payment within 30 days of the invoice date. If the customer is in default of payment, Giebel FilTec shall be entitled to demand default interest in the amount of 9% above the base interest rate per annum. As far as a higher damage caused by delay can be proven, Giebel FilTec is entitled to claim this. For his part, the purchaser is entitled to provide evidence of lower damages.
(3) The purchaser shall only be entitled to set-off rights or rights of retention if his counterclaims have been legally established, are undisputed or have been recognized by Giebel FilTec. The purchaser is only authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship. Giebel FilTec shall be entitled to set off payments against the oldest claim due, even if the purchaser has stipulated a repayment term to the contrary.
(4) If a substantial deterioration of the financial circumstances of the buyer occurs after the conclusion of the contract or if Giebel FilTec becomes aware of a previous deterioration of the financial circumstances after the conclusion of the contract, which gives rise to serious doubts about the creditworthiness of the buyer, Giebel FilTec is entitled to demand advance payment or the provision of security at its own discretion. Giebel FilTec is entitled to withdraw from the contract if the buyer does not comply with this request.
§ 5 Call-off orders
Call-off orders must be accepted within the specified periods or on the agreed dates.
§ 6 Delivery time / Delay in delivery / Cancellation costs
(1) The commencement of the delivery period stated by Giebel FilTec shall be subject to the clarification of all technical questions as well as the timely and proper fulfillment of the obligations of the customer.
This includes in particular any documents to be procured or prepared by the purchaser, such as drawings, descriptions, approvals, releases to be submitted by the purchaser and the crediting of agreed advance payments by the purchaser to the account of Giebel FilTec.
If one of these prerequisites is missing or if there are uncertainties for which the purchaser is responsible, the delivery time stated by Giebel FilTec shall be suspended until the purchaser has removed the obstacle.
(2) The delivery period shall be deemed to have been met if the delivery item has left the factory by the end of the agreed delivery date or the delivery date stated by Giebel FilTec, but at the latest by the end of the calendar week following this date or, in the case of debts to be collected, if the buyer has been notified of readiness for dispatch by the end of the calendar week stated on the order confirmation.
(3) The delivery period shall be extended appropriately if unforeseen events occur for which Giebel FilTec is not responsible, insofar as such obstacles demonstrably affect the completion or delivery of the subject matter of the contract. This shall also apply if these circumstances occur at the subcontractors of Giebel FilTec.
This applies in particular to obstacles that occur in the context of labor disputes, in particular strikes and lockouts, as well as epidemics, pandemics (including the corona pandemic), epidemics and official measures (e.g. quarantine orders, etc.) Giebel FilTec shall not be responsible for delays in delivery due to the aforementioned circumstances even if they occur during an already existing delay. Giebel FilTec shall inform the purchaser as soon as possible of the beginning and end of such hindrances.
If unforeseeable circumstances for which Giebel FilTec is not responsible or an aforementioned obstacle endanger the fulfillment of the contract for an unforeseeable period of time and the obstacle to performance cannot be overcome by Giebel FilTec with reasonable expenses, Giebel FilTec has the right to withdraw from the contract. In this case, Giebel FilTec is obliged to inform the buyer immediately about the circumstances that impede performance and to reimburse the buyer immediately for any payments already received after exercising the withdrawal. Further claims of the customer in this case are excluded.
(4) Giebel FilTec shall only be in default with a delivery if the buyer has set a grace period of two weeks in text form and Giebel FilTec allows this grace period to expire unused.
(5) If the buyer is in default of acceptance or if he violates other obligations to cooperate, Giebel FilTec is entitled to demand compensation for the damages incurred by Giebel FilTec, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the purchased goods shall also be transferred to the customer at the point in time at which he is in default of acceptance.
(6) If the delivery of the subject matter of the contract is delayed at the request of the buyer, he shall be charged the costs arising from the storage at the beginning of the month following the notification of readiness for dispatch, in the case of storage in one of the plants of Giebel FilTec, however, at least 0.5 % of the invoice amount for each month or part thereof.
Giebel FilTec reserves the right to prove a higher damage, the buyer reserves the right to prove a lower damage.
Furthermore, Giebel FilTec is entitled to withdraw from the contract after the expiry of a reasonable period of time, which has been communicated to the purchaser, or to dispose of the delivery item otherwise after the expiry of a reasonable period of time communicated to the purchaser and to supply the purchaser in accordance with the contract within a reasonable, extended period of time.
(7) If the buyer withdraws from a placed order without justification, Giebel FilTec shall be entitled to claim 10% of the sales price for the costs incurred by processing the order and for loss of profit, if the buyer has been given a reasonable period for subsequent performance, without prejudice to the possibility of claiming higher actual damages.
The customer reserves the right to prove a lower damage.
(8) If Giebel FilTec is in default of delivery, claims for compensation due to delay in performance shall be excluded irrespective of other rights of the customer.
§ 11 shall apply accordingly.
§ 7 Place of fulfillment
Giebel FilTec expressly points out that for every delivery agreed “ex works”, the place of performance for the contractual relationship shall be Forchtenberg, irrespective of where the delivery is ultimately made.
§ 8 Transfer of risk
(1) Delivery shall be “ex works” Bretzfeld.
(2) If the customer is in default of acceptance, this shall be deemed equivalent to handover.
(3) The above clauses shall also apply to agreed partial deliveries.
(4) Insofar as Giebel FilTec has assumed shipping costs, delivery or installation of the subject matter of the contract according to contractual agreement, the above risk transfer clauses shall remain unaffected by this.
(5) If the shipment of the subject matter of the contract is delayed due to circumstances for which the buyer is responsible, the risk shall pass to the buyer from the day of readiness for shipment; however, Giebel FilTec shall be obliged to take out the insurance requested by the buyer at the latter's request and expense.
(6) Delivered items, even if they have minor defects, shall be accepted by the purchaser without prejudice to the rights under § 9.
Partial deliveries are permissible.
§ 9 Warranty
(1) The limitation period for claims for defects shall be 12 months - except in the case of fraudulent intent and subject to § 11 para. 8. Any claims for damages, including those for breach of an obligation of subsequent performance according to para. 4, shall be subject to the regulation in § 11.
(2) Otherwise, the warranty of Giebel FilTec shall initially be limited to subsequent performance, namely at the discretion of Giebel FilTec by repair or replacement delivery. In the event of the removal of defects, Giebel FilTec shall bear the necessary expenses for the removal of the defective item and the installation of the repaired or delivered defect-free item, insofar as these are not increased because the subject matter of the contract is located at a place other than the place of performance. Giebel FilTec shall not reimburse the expenses of an additional legally and economically necessary reworking of the end product within the scope of a subsequent performance in the case of combination, mixing or processing or any other elimination of damage in the ratio in which the remuneration for the delivered product stands to the sales price of the end product. This shall also apply to the subsequent performance of end products without prior mixing, combining or processing with other products or in the case of products which have undergone further processing or treatment.
Führt die Benutzung des Liefergegenstandes zur Verletzung von gewerblichen Schutzrechten oder Urheberrechten im Inland, wird Giebel FilTec dem Besteller das Recht zum weiteren Gebrauch verschaffen oder auf andere Weise die Schutzrechtsverletzung beseitigen. Ist das zu wirtschaftlich angemessenen Bedingungen oder in angemessener Frist nicht möglich, ist der Besteller zum Rücktritt vom Vertrag berechtigt. Unter den genannten Voraussetzungen steht auch Giebel FilTec ein Recht zum Rücktritt vom Vertrag zu. Diese Verpflichtung ist für Schutz- und Urheberrechtsverletzung vorbehaltlich der Regelungen in § 11 abschließend. Dies setzt voraus, dass der Besteller Giebel FilTec unverzüglich über geltend gemachte Verletzungen informiert und Giebel FilTec bei der Abwehr der geltend gemachten Ansprüche unterstützt bzw. die Durchführung der Modifizierungsmaßnahmen ermöglicht. Voraussetzung ist weiter, dass Giebel FilTec alle Abwehrmaßnahmen vorbehalten bleiben, der Rechtsmangel nicht auf einer Anweisung des Bestellers beruht und die Rechtsverletzung nicht dadurch verursacht wurde, dass der Besteller den Liefergegenstand eigenmächtig geändert oder in nicht vertragsgemäßer Weise verwendet hat. Soweit Giebel FilTec nach diesem Abschnitt nicht haftet, stellt der Besteller Giebel FilTec von allen Ansprüchen Dritter frei.
(3) If the subsequent performance fails or if the subsequent performance does not take place for other reasons or is delayed beyond a reasonable period of time, the customer shall be entitled to withdraw from the contract. In the event of only a minor breach of contract, in particular in the case of minor defects, the customer shall not be entitled to withdraw from the contract. The customer's right to a reduction in price is excluded.
The rectification of defects shall be deemed to have failed after the second unsuccessful attempt, unless further attempts at rectification are appropriate and reasonable for the customer due to the subject matter of the contract.
(4) If the customer demands compensation after failed subsequent performance, the goods shall remain with the customer insofar as this is reasonable.
The compensation for damages shall be limited - subject to the provisions in § 11 - to the difference between the purchase price and the value of the defective item after the provision of the failed service or, if the service is provided by a third party, to the relevant service price less expenses saved. This shall not apply if Giebel FilTec has maliciously caused the breach of contract. In the event of the defectiveness of goods, which arise through combination, mixing or processing as well as further treatment or processing of a defective product, Giebel FilTec will not compensate the damage in the ratio of the remuneration for the delivered product to the sales price, which would have been expected for the end product in the case of defect-free delivery.
(5) The product descriptions of Giebel FilTec shall only be deemed to be quality specifications. Public statements, promotions or advertising do not constitute a contractual quality description.
The product descriptions of a manufacturer used by Giebel FilTec shall also only be deemed to be quality specifications. Public statements, promotions or advertising of the manufacturer do not constitute a contractual description of the quality of the goods.
(6) If the buyer receives faulty assembly instructions, Giebel FilTec shall only be obliged to supply faultless assembly instructions and only if the fault in the assembly instructions prevents proper assembly.
(7) The buyer can only claim damages for non-fulfilment or withdraw from the contract if Giebel FilTec, despite setting a reasonable deadline, has neither repaired nor replaced the goods or if the buyer cannot reasonably be expected to accept a replacement delivery or repair.
(8) Warranty claims according to paragraphs 1-7 require that the buyer notifies Giebel FilTec in text form of obvious defects within a period of 2 weeks from receipt of the goods and hidden defects within 2 weeks from discovery of the defect.
(9) The customer shall bear the burden of proof for the immediate notification of a defect. The customer shall also bear the burden of proof that he has not taken measures to remedy the defect himself.
(10) Giebel FilTec shall not provide the purchaser with any guarantees in the legal sense. Manufacturer's warranties of third parties shall remain unaffected by this.
§ 10 Warranty for replacement of individual parts
If an individual component of a product is exchanged / replaced within the warranty period, this shall not constitute an extension / recommencement of the warranty period for the entire product. Rather, the extension/new start of warranty periods relates exclusively to the replaced individual part, provided that Giebel FilTec has unconditionally recognized its obligation to subsequent performance.
§ 11 Limitation of liability
(1) The liability of Giebel FilTec is limited in the case of negligent breaches of duty to the foreseeable, contract-typical, direct average damage according to the type of goods. This also applies to negligent breaches of duty by employees, workers, staff, representatives and vicarious agents of Giebel FilTec.
Liability shall be excluded in the event of a slightly negligent breach of insignificant contractual obligations.
(2) Unless otherwise stated below, further claims of the purchaser - irrespective of the legal grounds - are excluded.
Giebel FilTec is therefore not liable for damages that have not occurred directly on the delivery item itself, in particular Giebel FilTec is not liable for loss of profit or damages to other assets of the purchaser or a third party, including such items that have arisen through combination, mixing, processing and / or further processing.
(3) The exemption from liability and the limitation of liability in the above clauses (1) and (2) shall not apply in the event of damage resulting from injury to life, limb or health, in the event of intent or gross negligence. The exemption from liability shall also not apply if Giebel FilTec culpably breaches a material contractual obligation (cardinal obligation) or fraudulently conceals a defect. In this case, however, liability shall be limited in accordance with clause (1) to the foreseeable, direct average damage typical of the contract.
Essential contractual obligations (cardinal obligations) are those which guarantee the achievement of the purpose of the contract and whose fulfillment is essential for the proper execution of the contract and on whose fulfillment the customer may rely.
(4) If Giebel FilTec violates an essential contractual obligation, Giebel FilTec's obligation to pay compensation shall be limited to the amount covered by Giebel FilTec's business liability insurance, unless at least gross negligence is the cause. Upon request, Giebel FilTec will grant access to the insurance policy.
Insofar as the liability of Giebel FilTec is excluded or limited, this shall also apply to the personal liability of the employees, workers, staff, representatives and vicarious agents of Giebel FilTec.
5) In general, Giebel FilTec shall not be liable in the event that parts other than those manufactured or specified by Giebel FilTec are installed in the delivery item at the request of the purchaser. The purchaser shall bear the burden of proof that such a deviation is not the cause of any defectiveness of the delivery item.
(6) Giebel FilTec shall not be liable for installation work carried out by the customer himself. The burden of proof for the defect-free installation lies with the purchaser.
(7) The above limitations of liability do not affect the claims of the purchaser arising from guarantees and/or product liability.
(8) Claims for damages according to the above clauses 1 - 7 shall become statute-barred within the statutory limitation periods.
§ 12 Retention of title
(1) Giebel FilTec reserves the right of ownership of the object of the contract until all payments from an ongoing business relationship have been received.
In case of breach of contract by the customer, in particular in case of default of payment, Giebel FilTec shall be entitled to take back the subject matter of the contract. The taking back of the object of the contract does not constitute a withdrawal from the contract, unless Giebel FilTec expressly declares this in writing.
The seizure of the subject matter of the contract by Giebel FilTec always constitutes a withdrawal from the contract. Giebel FilTec is authorized to sell the object of the contract after taking it back. The proceeds of the sale shall be set off against the liabilities of the customer - less reasonable costs of sale.
(2) The customer is obliged to treat the goods with care; in particular, he is obliged to insure them sufficiently at his own expense against fire, water damage and theft at replacement value. If maintenance and inspection work is required, the customer must carry this out regularly and in good time at his own expense.
(3) In the event of seizure or other interventions by third parties, Giebel FilTec must be informed immediately in writing by the customer. Insofar as the third party is not in a position to reimburse Giebel FilTec for the judicial and extrajudicial costs of an action according to § 771 ZPO, the purchaser is liable for the loss incurred by Giebel FilTec.
Furthermore, the purchaser is obliged to inform Giebel FilTec immediately of any damage or destruction of the goods. A change of ownership of the goods as well as the relocation of the company headquarters must be reported to Giebel FilTec by the purchaser immediately.
(4) The purchaser is entitled to resell the goods in the ordinary course of business. However, he already now assigns to Giebel FilTec all claims in the amount of the agreed price of the reserved goods (including VAT), which accrue to him from the resale against his customers or third parties, irrespective of whether the goods have been resold without or after processing. Giebel FilTec accepts this assignment.
The purchaser remains authorized to collect the claim even after the assignment. The authorization of Giebel FilTec to collect the claim itself remains unaffected by this. However, Giebel FilTec undertakes not to collect the claim as long as the purchaser fulfills his payment obligations from the collected proceeds, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or payments have been suspended. However, if this is the case, Giebel FilTec can demand that the purchaser informs Giebel FilTec of the assigned claims and their debtors, furthermore provides all information necessary for the collection of the claim, hands over the corresponding documents and informs the debtors (third parties) of the assignment.
(5) The processing or transformation of the goods by the purchaser shall always be carried out in the name and on behalf of Giebel FilTec. If the goods are processed with other objects not belonging to Giebel FilTec, Giebel FilTec shall acquire co-ownership of the new object in the ratio of the value of the goods to the other processed objects at the time of processing.
In all other respects, the same shall apply to the item created by processing as to the goods delivered under reservation of title.
(6) If the goods are mixed with other objects not belonging to Giebel FilTec, Giebel FilTec shall acquire co-ownership of the new object in the ratio of the value of the goods to the other mixed objects at the time of mixing.
If the mixing takes place in such a way that the object of the purchaser is to be regarded as the main object, it is agreed that the purchaser transfers proportionate co-ownership to Giebel FilTec. The purchaser shall keep the resulting sole ownership or co-ownership for Giebel FilTec.
(7) The purchaser also assigns to Giebel FilTec the claims in the amount of the price of the reserved goods (including VAT) to secure the claims of Giebel FilTec against him, which arise through the connection of the goods with a property against a third party.
(8) Giebel FilTec undertakes to release the securities to which Giebel FilTec is entitled at the request of the purchaser insofar as the value of the securities given to Giebel FilTec exceeds the claims to be secured by more than 20%; Giebel FilTec is responsible for the selection of the securities to be released.
§ 13 Special right of termination / embargo regulations / EU anti-terror regulations
(1) Insofar as the conclusion of contracts between Giebel FilTec and the purchaser or the resulting delivery obligations and / or payment obligations of the purchaser for Giebel FilTec violate nationally and internationally binding regulations (e.g.: foreign trade regulations of the Federal Republic of Germany, export and embargo regulations of the European Union, other states, in particular the USA including the EU anti-terror regulations), Giebel FilTec is entitled to terminate the contractual relationship extraordinarily and / or to withdraw from the contract.
(2) The customer shall not be entitled to claim damages in this special case.
(3) The buyer is obliged to inform himself about corresponding legal regulations, which make it impossible for Giebel FilTec to fulfill the contract.
§ 14 Data protection
The parties mutually undertake to observe the statutory provisions on data protection, in particular the EU General Data Protection Regulation (GDPR), in the performance of the contract and to impose compliance with these provisions on their employees.
Further information on data protection can be found on our website.
§ 15 Confidentiality
The purchaser is obliged to treat all information, know-how and other business secrets in connection with the execution of the respective order as strictly confidential and not to pass on any information, documents or other records to third parties without the express consent of Giebel FilTec. Giebel FilTec shall also treat the customer's documents confidentially.
§ 16 Supplier identification
Comprehensive information about Giebel FilTec, such as the full company name, address, commercial register number, VAT ID number and other details can be found in the legal notice on our website.
§ 17 Final provisions
(1) The law of the Federal Republic of Germany shall apply. The provisions of the UN Convention on Contracts for the International Sale of Goods and the provisions of German international private law shall not apply.
(2) The transfer of rights and obligations of the customer to third parties is only possible with the prior written consent of Giebel FilTec.
(3) If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract shall be the registered office of Giebel FilTec. The same shall apply if the purchaser has no general place of jurisdiction in Germany or if his place of residence or habitual abode is unknown at the time the action is filed.
Giebel FilTec is also entitled to take legal action at the business headquarters of the purchaser.
(4) Should individual provisions of the contract with the customer, including these General Terms and Conditions, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions.
The wholly or partially invalid provision shall be replaced by a provision whose economic success comes as close as possible to that of the invalid provision.
II. Terms and conditions of purchase.
Status April 2023
§ 1 Scope of application
(1) Our Terms and Conditions of Purchase shall apply exclusively. Any terms and conditions of the supplier that conflict with or deviate from our terms and conditions shall not be recognized. These Terms and Conditions of Purchase shall also apply in all cases in which Giebel FilTec accepts the supplier's deliveries without objecting to the supplier's terms and conditions that deviate from these Terms and Conditions of Purchase.
(2) Our Terms and Conditions of Purchase shall apply exclusively to entrepreneurs, legal entities under public law and special funds under public law within the meaning of § 310 BGB (German Civil Code).
(3) Our Terms and Conditions of Purchase shall also apply to all future transactions with the supplier.
(4) The following Terms and Conditions of Purchase apply to the delivery of movable goods (§ 651 BGB). The following conditions apply to services, which also include repairs and service work, with the exception of clauses 4, 5 and 9; the relevant statutory provisions apply here.
§ 2 Placing of orders
An order shall only be binding if it has been placed in text form or in writing; orders placed by telephone shall only be binding if they are subsequently confirmed by Giebel FilTec in writing or in text form. An order confirmation by the supplier is not required. Possible further agreements require subsequent confirmation by Giebel FilTec, whereby an e-mail is sufficient (text form).
Each order is based on these terms and conditions of purchase. If the general terms and conditions of the supplier are in conflict with the terms and conditions of purchase of Giebel FilTec, the terms and conditions of purchase of Giebel FilTec shall nevertheless apply if the supplier does not object to them in writing within 3 days after receipt of the order. The sending of different general terms and conditions of the supplier or any other reference to his general terms and conditions shall not be sufficient. The objection is irrelevant if the supplier begins with the execution of the order and informs Giebel FilTec accordingly. If a quality assurance agreement, a framework agreement or an individual agreement exists between the supplier and Giebel FilTec, these shall take precedence in any case, insofar as they deviate from the Giebel FilTec conditions of purchase or the general terms and conditions of the supplier.
§ 3 Terms of payment / Prices
(1) Unless otherwise agreed in writing, invoices of the supplier shall be payable to Giebel FilTec within 14 days after receipt of goods and receipt of invoice with a 2% discount, within 30 days after receipt of goods and receipt of invoice strictly net.
The supplier is obliged to send the invoice in writing or by e-mail to payment@giebel-adsorber.de.
In all other respects, the due date for payment shall be conditional upon a defect-free delivery.
The Giebel FilTec order number and, if applicable, the Giebel FilTec article number must be stated on the supplier's invoice. If the aforementioned numbers are missing or incorrect, Giebel FilTec reserves the right to return the unpaid invoice to the supplier for completion or correction. In this case, the payment period shall only commence after receipt of the supplemented or corrected invoice.
(2) The price stated in an order is binding. Unless otherwise agreed, the price shall be “DDP Carl-Zeiss-Str. 5, 74626 Bretzfeld” in accordance with Incoterms 2020 including packaging.
Changes due to subsequent cost increases are excluded, unless otherwise agreed.
(3) Giebel FilTec must be informed immediately in text form of any additional or reduced price resulting from changes to the design as well as any change to the agreed delivery date. In order to become binding, the respective change must be confirmed in writing by Giebel FilTec before production and delivery of the ordered item.
§ 4 Terms of delivery
The ordered item shall be delivered in accordance with Incoterms 2020 “CIP” (Carriage and Insurance Paid to) to the delivery address specified in the order. If the supplier delivers from abroad, the Incoterm condition “DDP” (Delivered Duty Paid) applies. Where applicable, delivery must be made in accordance with the applicable GGVSEB regulations. The supplier's delivery documents must show the Giebel FilTec order number, if applicable the Giebel FilTec article number, the goods number, the part weight and the country of origin. If necessary, the supplier shall provide further documents/data in accordance with the requirements of foreign trade.
If delivery terms according to Incoterms 2020 are agreed, in which Giebel FilTec pays for the transport, the transport must be carried out by a forwarding agent approved by Giebel FilTec. However, unless otherwise agreed, the supplier shall notify the forwarding agent of the shipment. If the forwarder does not collect the goods as confirmed after the notification, the supplier must inform Giebel FilTec immediately.
§ 5 Transfer of risk / place of fulfillment
The risk of accidental loss or accidental deterioration shall pass to Giebel FilTec upon delivery of the ordered item by the supplier to the delivery address stated in the order. The place of performance shall be the registered office of the delivery addressee specified in the order.
§ 6 Delivery date / delay in delivery / force majeure
(1) The delivery date stated in the order shall be binding for the supplier.
(2) If a binding delivery date in accordance with Clause 1 or a fixed delivery time has been agreed, is determined according to the calendar or if the delivery date can be calculated according to the calendar from a certain event (e.g. receipt of the order), the supplier shall be in default even without a reminder.
(3) If the contractual partners expressly agree on a regulation deviating from clause 1 and if the supplier's performance is due, he shall be in default by a reminder from Giebel FilTec.
(4) In the event of default, Giebel FilTec shall be entitled to compensation for the damage caused by default. Giebel FilTec is entitled to demand a lump-sum compensation of 2.5 % of the delivery value per completed calendar week, but not more than 10 % of the total delivery value. Further statutory claims remain reserved. The supplier may prove that the damage caused by the delay was lower.
Acceptance of a delayed delivery or service shall not constitute a waiver of compensation for damages caused by delay.
(5) If the supplier is given a reasonable period of time for performance, Giebel FilTec may withdraw from the contract after fruitless expiry of the deadline and / or demand compensation instead of performance.
(6) The withdrawal does not require the supplier to be at fault.
(7) Force majeure, operational disruptions for which Giebel FilTec is not responsible, unrest, labor disputes, official measures and other unavoidable events for which Giebel FilTec is not responsible (in particular the case of an epidemic, pandemic, including the well-known corona pandemic, an epidemic or official measures such as quarantine orders) shall release Giebel FilTec from the obligation to accept delivery on time. During such events, Giebel FilTec is entitled to withdraw from the contract in whole or in part, provided that the events are not of insignificant duration and the requirement no longer exists.
§ 7 Obligation to notify defects / incoming goods inspection
Giebel FilTec or the direct delivery addressee are obliged to inspect the goods within a reasonable period of time for conformity of the ordered and delivered goods, for any quantity deviations as well as externally recognizable damage. Giebel FilTec shall immediately notify the supplier of any defects detected during this inspection. The supplier releases Giebel FilTec - as far as legally permissible - from a further incoming goods inspection at Giebel FilTec. Giebel FilTec shall notify other defects, which were only discovered during the processing or the intended use of the delivered goods by Giebel FilTec, immediately after discovery. In this respect the supplier waives the defense of delayed notification of defects.
§ 8 Description of the ordered item / EU Chemicals Regulation REACH / 2011/65/EU (RoHS Directive)
(1) Insofar as the supplier receives drawings, samples, information or other specifications from Giebel FilTec, these shall be solely authoritative for the type, quality and design of the ordered item or the service to be provided. If Giebel FilTec specifies drawing numbers, modification indices or similar in the order details, the supplier may only manufacture according to these specifications. Drawings not available at the supplier's are to be requested by him from Giebel FilTec. Giebel FilTec shall make these available free of charge.
If Giebel FilTec requests outturn or initial samples, a series production started at the same time will only be accepted by Giebel FilTec after Giebel FilTec has approved and released the samples or the sample series in writing.
Giebel FilTec must be informed immediately in writing of any objections of the supplier to Giebel FilTec specifications before the start of series production. In such cases, Giebel FilTec may commence production.
(2) The supplier shall comply with the recognized rules of technology and the respective applicable safety regulations for his deliveries. Insofar as the supplier has received drawings, samples or other regulations or documents from Giebel FilTec, he shall comply with them as far as the design and the characteristics of the delivery item are concerned. Changes to the delivery item, an already approved production process or its relocation to another site require a timely notification in text form by the supplier and the prior express consent of Giebel FilTec in the same form.
Irrespective of a successful sampling, the supplier shall constantly check the quality of the delivery items.
(3) The supplier shall ensure that the requirements of the EU Chemicals Regulation REACH (Regulation (EC) No. 1907/2006, OJ EU of 30.12.2006) - hereinafter referred to as “REACH” - are complied with, in particular that the pre-registration and registration are carried out or have been carried out in due time. Giebel FilTec is under no circumstances obliged to carry out the (pre-)registration. The supplier is aware that the products cannot be used if the requirements of REACH are not completely and properly fulfilled.
(4) The supplier shall further ensure that the requirements of EU Directive 2011/65/EU with CE marking obligation (RoHS Directive) implemented by the Ordinance on the Restriction of the Use of Hazardous Substances in Electrical and Electronic Equipment (ElektroStoffV) - hereinafter referred to as “RoHS” - are complied with. Furthermore, the supplier guarantees that all goods supplied by him - insofar as these are purchased from sub-suppliers - also comply with the RoHS requirements. In this respect, the supplier is deemed to be the manufacturer and must fulfill all obligations resulting from the RoHS. This also applies in particular to any (pre-)registration obligations.
(5) The supplier shall be liable for all damages resulting from culpable non-compliance with existing legal regulations in accordance with the above provisions (under paragraphs 3 and 4).
(6) The supplier is aware that the goods cannot be used if the requirements according to the above-mentioned legal regulations pursuant to paragraphs 3 and 4 are not completely and properly fulfilled.
(7) The Supplier shall otherwise comply with all statutory and official regulations with regard to environmental protection when fulfilling its contractual obligations.
(8) The supplier shall indemnify Giebel FilTec in full against all consequences, in particular damages and possible claims of third parties against Giebel FilTec, which result from the fact that the supplier has culpably not completely or not timely complied with or fulfilled the above provisions according to paragraphs 3 and 4.
§ 9 Warranty
(1) The supplier is advised that the ordered item can also be installed in Giebel FilTec products and therefore the unrestricted functionality of the ordered item must be guaranteed. The supplier shall inform the manufacturer or sub-supplier of this if he has not manufactured the ordered item himself.
(2) For a period of 36 months, beginning with the acceptance of the ordered item, the supplier guarantees that it is free of defects, which includes in particular unrestricted functionality and the agreed quality.
(3) Acceptance is the time from which Giebel FilTec or the delivery addressee has the possibility to check the ordered object within the scope of the usual course of business at Giebel FilTec or the delivery addressee.
(4) Giebel FilTec is entitled to the full statutory warranty claims. Giebel FilTec can demand supplementary performance, either the removal of the defect or the delivery of a defect-free item.
This also includes expenses that arise as a result of the defectiveness of products that are created by combining, mixing or processing with the ordered item.
If Giebel FilTec has set the supplier a reasonable deadline for this, Giebel FilTec is entitled to the unrestricted warranty claims according to §§ 437, 440, 441 BGB (German Civil Code) after the expiry of the deadline, whereby in particular the right to a reduction or the right to withdraw from the contract and, in addition to the withdrawal, to claims for damages instead of the service or instead of this to the claim for reimbursement of futile expenses is referred to.
Warranty restrictions in the supplier's general terms and conditions are not accepted.
It is agreed that functionality within the meaning of the above conditions only exists if the relevant accident prevention regulations are also complied with.
§ 10 Product liability
(1) Should Giebel FilTec be held liable by a third party for product liability, the supplier is obliged to indemnify Giebel FilTec from any claims for damages within the scope of his own obligation according to the product liability law on first demand. This shall also apply to damages resulting from a recall campaign.
(2) The supplier undertakes to maintain a product liability insurance with a sum insured of EUR 5 million per personal injury / property damage. The supplier has to prove this upon request of Giebel FilTec.
(3) Insofar as a recall action or an owner notification program is necessary to comply with a law, a regulation, order or other governmental requirement or as a safety measure to prevent personal injury, property damage or death or in the case of other field or service actions, the costs, including but not limited to labor, transport and traceability costs, shall be allocated on the basis of the contributory negligence (§ 254 BGB)/co-causation attributable to Giebel FilTec or the supplier.
Giebel FilTec shall inform the supplier - as far as possible and appropriate - of the content and scope of the recall actions or other field or service actions to be carried out and shall give the supplier the opportunity to comment on them. All other statutory claims shall remain unaffected.
§ 11 Retention of title / devices and tools
(1) Insofar as Giebel FilTec provides the supplier with parts, Giebel FilTec reserves the right of ownership to these. Processing or transformation by the supplier shall be carried out exclusively for Giebel FilTec. In the case of processing or mixing, Giebel FilTec acquires co-ownership of the new item in the ratio of the value of the parts provided by Giebel FilTec to the other processed items at the time of processing.
(2) The supplier expressly agrees that parts, devices and tools, which are the property of Giebel FilTec, as well as all documents of Giebel FilTec, will not be used for the production or construction of products for third party customers without the prior written or textual consent of Giebel FilTec.
(3) If the parts, devices and tools owned by Giebel FilTec are damaged or destroyed during the supplier's period of ownership, the supplier is obliged to pay compensation in the amount of the replacement value. Giebel FilTec can demand that these parts are insured at replacement value at the expense of the supplier at least against fire, water and theft and that these insurances are maintained by the supplier. If necessary, these insurances must be proven to Giebel FilTec on request.
In any case, damage or destruction of the parts must be reported to Giebel FilTec immediately.
Upon full payment of the purchase price for the products, they shall become the property of Giebel FilTec. Any prolonged or extended retention of title of the supplier to the delivered products is excluded.
§ 12 Third-party rights / property rights
The supplier warrants that all deliveries and services are free of third-party rights, even if he has been informed of such rights when accepting the order or later, but nevertheless carries out the order.
The supplier guarantees in particular that the delivery of the ordered item does not infringe any third party property rights. If Giebel FilTec becomes aware of such an infringement of rights or the rights of third parties or if claims are made directly against Giebel FilTec by third parties due to such infringements of rights, Giebel FilTec can demand that the supplier immediately removes the infringement of rights or the rights of third parties and / or indemnifies Giebel FilTec from any claims arising from a possible infringement of rights and claims by third parties. If Giebel FilTec has set the supplier a reasonable deadline for this, Giebel FilTec can withdraw from the contract after expiry of the deadline and, in the event of fault on the part of the supplier, demand compensation for damages instead of performance or the reimbursement of futile expenses.
§ 13 Preliminary work
Even if an order is not placed, the preparation of drafts, calculations, calculations, offers etc. shall be free of charge for Giebel FilTec, unless otherwise agreed in writing.
§ 14 Confidentiality
The supplier is obliged to treat all illustrations, drawings, calculations and other documents and information made available to him as strictly confidential and to keep them secret. All documents are the exclusive property of Giebel FilTec. Business and trade secrets may only be disclosed to third parties with the prior express consent of Giebel FilTec.
This confidentiality obligation shall also apply after termination of the respective supply contract. In particular, the supplier shall not use the knowledge for his own production or for deliveries to competitors of Giebel FilTec. Giebel FilTec reserves all rights in this respect (e.g. in the event of a patent or utility model registration for new features).
§ 15 Assignment to third parties / subcontractors
(1) The assignment of claims or other rights of the supplier to third parties is excluded without the prior written consent of Giebel FilTec.
(2) The same applies to the transfer of orders placed by Giebel FilTec with the supplier to third parties / subcontractors.
Giebel FilTec shall not unreasonably withhold its consent.
§ 16 Rights of withdrawal and termination
Giebel FilTec shall be entitled to withdraw from the contract beyond the statutory rights of withdrawal and the right of withdrawal in case of force majeure according to § 6 para. 7, if a significant deterioration of the financial circumstances of the supplier occurs or threatens to occur, if the supplier becomes insolvent or suspends payments and the fulfillment of the delivery obligation is thereby jeopardized. The same shall apply in the event that insolvency proceedings or comparable proceedings for the settlement of debts are opened against the assets of the supplier or the opening of such proceedings is rejected for lack of assets.
In the case of a continuing obligation, there is a right to extraordinary termination under the aforementioned conditions.
In this case the supplier shall - subject to further legal claims of Giebel FilTec - compensate for the resulting damage, unless he is not responsible for the occurrence of the right of withdrawal or termination.
§ 17 Place of performance / place of jurisdiction
(1) The place of performance shall be the registered office of Giebel FilTec or the agreed delivery addressee.
(2) The place of jurisdiction for all obligations arising from this contractual relationship is hereby agreed to be either the Local Court of Künzelsau or the Regional Court of Heilbronn, as far as legally permissible. Giebel FilTec shall also be entitled to bring an action at the business headquarters of the supplier as well as at any other admissible place.
§ 18 Applicable law / contract language
(1) All legal disputes arising directly or indirectly from the contractual relationship shall be governed by the law of the Federal Republic of Germany.
(2) The provisions of the “United Nations Convention on Contracts for the International Sale of Goods (CISG)” and other conflict of laws provisions are excluded.
(3) The contract language is German or English.
§ 19 Partial invalidity
Should individual provisions of these Terms and Conditions of Purchase be or become invalid, this shall not affect the validity of the remaining provisions. Ineffective provisions shall be replaced by effective provisions that come closest to their purpose.