Eifelglut
AGB

Terms and Conditions of Sale →

General Terms and Conditions for Reworking, Contract Manufacturing and Briquetting Services

§ 1 General Provisions, Scope

1. These General Terms and Conditions (“Terms”) of Eifelglut GmbH (“Contractor”) apply to business relationships with the Contractor’s customers (“Client”), provided the Client is an entrepreneur within the meaning of Section 14 German Civil Code (BGB), a legal entity under public law or a special fund under public law. The subject of the business relationships includes, in particular, reworking, contract manufacturing, processing, mixing, briquetting, drying, packaging, loading and related services.
2. Unless otherwise agreed, the Terms in the version valid at the time the contract is concluded — in any event in the version most recently communicated to the Client in text form — shall also apply as a framework agreement to future contracts of the same kind, without the Contractor having to refer to them again in each individual case.
3. These Terms apply exclusively. Deviating, conflicting or supplementary terms and conditions of the Client shall only become part of the contract if and to the extent that the Contractor has expressly agreed to their application in writing. This consent requirement applies in all cases, including where the Contractor performs the service without reservation while being aware of the Client’s terms and conditions.
4. Individual agreements made with the Client in a specific case, including collateral agreements, supplements and/or amendments, shall in all cases take precedence over these Terms. Subject to proof to the contrary, the content of such agreements shall be governed by a written contract or the Contractor’s written confirmation.
5. Legally relevant declarations and notices by the Client in relation to the contract, such as setting deadlines or giving notice of defects, must be made in writing, i.e. in written or text form, for example by letter, email or fax.

§ 2 Conclusion of Contract, Individual Orders

1. Offers made by the Contractor are non-binding and subject to change. This also applies where the Contractor has provided the Client with technical documentation such as drawings, plans, calculations, references to DIN standards, other product or service descriptions or documents, in which the Contractor reserves ownership and copyright.
2. An order placed by the Client shall be deemed a binding contractual offer. Acceptance of the order requires written confirmation by the Contractor, for example an order confirmation. Acceptance may also take place by commencement of performance.
3. The relevant order confirmation, technical annexes, product specifications, test parameters and, where applicable, agreed processing instructions shall be decisive for the type and scope of the service.
4. Changes or additions to an individual order require written confirmation by the Contractor. Any additional expense arising as a result shall be remunerated separately by the Client.

§ 3 Subject Matter of the Contract and Scope of Services

1. The Contractor shall provide the contractually agreed reworking or contract manufacturing of raw materials or preliminary materials supplied by the Client into the agreed finished or intermediate products.
2. A specific technical, chemical or physical quality of the final product is only owed if expressly agreed.

§ 4 Provision of Materials by the Client

1. The Client shall provide all raw materials, preliminary materials, accompanying substances, documents, data, safety information and other cooperation services required for performance in due time and in full, unless expressly agreed otherwise.
2. The Client warrants that the materials supplied by it comply with the applicable statutory provisions and official requirements, are correctly declared, contain no undisclosed hazardous substances, are suitable for the intended processing and are free from such impurities as may impair processing, equipment, quality or safety.
3. The Client is obliged to provide the Contractor in good time before delivery with all safety-relevant information, in particular safety data sheets, handling instructions, classifications under hazardous substances, environmental, transport or waste law and any other required information.

§ 5 Inspection Rights and Handling of Unsuitable Materials

1. The Contractor is entitled to inspect incoming materials by random sampling, on a case-by-case basis or at its own discretion with regard to identity, condition, quality, quantity and processability. The Contractor shall only have a duty to inspect insofar as this has been expressly agreed or is required by mandatory statutory provisions.
2. If delivered materials deviate from the agreed specifications, are unsuitable, defective, incompletely declared or dangerous, the Contractor is entitled to refuse acceptance, suspend storage or processing, arrange for additional inspections at the Client’s expense, invoice additional costs separately, return or dispose of the materials, in each case at the Client’s expense, and interrupt services already commenced or terminate the contract for good cause.
3. The Client shall bear the costs incurred up to the time of rejection or interruption as well as any additional transport, inspection, storage, disposal, cleaning, setup or processing costs, insofar as the cause originates from the Client’s sphere of responsibility.
4. Further claims of the Contractor shall remain unaffected.

§ 6 Ownership, Possession and Processing

1. The raw materials and materials provided by the Client shall remain the property of the Client unless otherwise agreed.
2. The products manufactured as part of contract manufacturing shall also remain the property of the Client until any transfer of ownership under a separate agreement; the Contractor shall not acquire ownership solely by processing them.
3. The Client’s ownership, marking and separation obligations shall remain unaffected. Where separate storage or special marking is required, this must be agreed in advance; any additional costs shall be borne by the Client.

§ 7 Processing, Tolerances and Material Losses

1. The Contractor shall perform the services in accordance with the state of the art customary at the time of performance and with customary industry care.
2. Production-related and process-related deviations, customary industry deviations, technically unavoidable deviations or other deviations in product properties shall not constitute a defect, provided they do not materially impair the contractually intended use.
3. Material losses caused in particular by dust, abrasion, screening, compaction, adhesion to machinery, drying, evaporation, cleaning processes or other process-inherent causes shall be deemed customary in the industry and must be accepted by the Client unless otherwise agreed.
4. Rejects attributable to the condition or suitability of the materials supplied by the Client shall be borne by the Client.
5. Where product refinement has been agreed, overproduction may occur for production-related reasons. In such a case, the supplier reserves the right to overdeliver by up to 10% of the agreed quantity.

§ 8 Dates and Deadlines

1. Any delivery, completion or processing dates shall be agreed individually and shall only be binding if the Contractor confirms the respective date in writing upon acceptance of the order.
2. If the Contractor is unable to meet binding dates for reasons for which it is not responsible (non-availability of performance), the Contractor shall inform the Client without undue delay and at the same time communicate the expected new deadline. If the service is also unavailable within the new deadline, the Contractor is entitled to withdraw from the respective contract in whole or in part; any consideration already provided by the Client shall be refunded without undue delay. Cases of non-availability include in particular force majeure, operational disruptions, energy or raw material shortages, equipment failures, transport disruptions, industrial action, official measures or untimely self-supply by the Contractor’s supplier, provided the Contractor has concluded a congruent covering transaction, neither the Contractor nor the supplier is at fault, or the Contractor is not obliged to procure in the individual case.
3. Compliance with agreed dates requires the timely and proper fulfilment of all cooperation obligations by the Client, in particular timely delivery of suitable materials and documents.
4. The statutory rights of the parties, in particular in the event of exclusion of the obligation to perform, for example due to impossibility or unreasonableness of performance and/or subsequent performance, remain unaffected.

§ 9 Remuneration, Prices and Payment Terms

1. Remuneration shall be based on the respective offer, order confirmation or valid price agreement.
2. Unless otherwise agreed in an individual case, all prices are ex works plus statutory VAT and plus any packaging, transport, disposal, energy and ancillary costs, unless expressly agreed otherwise.
3. Unless otherwise agreed, remuneration for reworking shall be based on the agreed prices and the quantity of material actually processed (= quantity of delivered preliminary material).
4. Unless otherwise agreed in an individual case, remuneration shall be due and payable without deduction before performance of the order (advance payment).
5. The Client shall only have set-off or retention rights insofar as its claim has been finally established by a court or is undisputed.

§ 10 Storage, Collection, Dispatch and Transfer of Risk

1. Unless otherwise agreed, raw materials, semi-finished products and finished products shall be stored at the Client’s risk.
2. Risk shall pass, in the case of collection, upon notification of readiness or handover for loading; in the case of dispatch, upon handover to the forwarding agent, carrier or other transporter; and in the case of default of acceptance by the Client, at the time when the Client is in default.
3. If collection or dispatch is delayed for reasons for which the Client is responsible, the Contractor is entitled to claim compensation for the resulting damage, including additional expenses such as storage costs and transport costs.
4. After the fruitless expiry of a reasonable collection period, the Contractor may store, return, exploit or, where necessary and permissible, dispose of the goods at the Client’s expense.
5. Loading and unloading times of up to 120 minutes from the agreed time window or from arrival of the properly notified vehicle are covered by the agreed remuneration. Further standing and waiting times shall only be reimbursed if
   1. they are attributable to the Contractor,
   2. the Contractor was informed without undue delay of the threatened or actual overrun,
   3. the standing time and its cause are properly evidenced, and
   4. the costs claimed are reasonable and customary in the market.
   Early arrival, lack of notification, breaches of time-window or slot requirements or other circumstances falling within the responsibility of the carrier or the Client shall not give rise to a reimbursement claim.

§ 11 Defect Rights

1. The statutory provisions shall apply to the Client’s rights in the event of material and legal defects, unless otherwise provided below.
2. The basis of the Contractor’s liability for defects is primarily the agreement made regarding the quality of the service or final product. Where no quality has been agreed, the existence of a defect shall be assessed according to statutory provisions.
3. The Client’s defect claims require that it inspects the provided or delivered final products without undue delay after provision or delivery and notifies the Contractor in writing of apparent defects without undue delay, but no later than within five (5) working days. Hidden defects must be notified to the Contractor in writing without undue delay after discovery. Timely dispatch of the notice of defect shall be sufficient to meet the deadline.
4. If the Contractor’s services are defective, the Contractor may initially choose whether to provide subsequent performance by rectification or by new production or replacement service. The Contractor’s right to refuse subsequent performance under statutory requirements remains unaffected.
5. The Contractor shall bear or reimburse the expenses required for inspection and subsequent performance if a defect actually exists. If, however, the Client’s request for defect remedy proves unjustified, the Contractor may demand reimbursement from the Client of the costs incurred, unless the absence of defectiveness was not apparent to the Client.
6. If subsequent performance has failed, or if a reasonable deadline to be set by the Client for subsequent performance has expired unsuccessfully or is dispensable under statutory provisions, the Client may withdraw from the contract or reduce the remuneration. Claims by the Client for damages and/or reimbursement of futile expenses shall exist only in accordance with § 12 of these Terms (“Liability”) and are otherwise excluded.
7. Defect rights shall not exist in the case of unsuitable or defective materials supplied by the Client, improper further processing or storage by the Client or third parties, or merely insignificant deviations.
8. By way of derogation from statutory provisions, the general limitation period for claims arising from material and legal defects shall be twelve (12) months from transfer of risk or acceptance. This does not apply to claims based on intent, gross negligence or cases of mandatory statutory liability.

§ 12 Liability

1. Unless otherwise provided in these Terms, including the following provisions, the Contractor shall be liable for breaches of contractual and non-contractual obligations in accordance with statutory provisions.
2. The Contractor shall be liable for damages — irrespective of the legal basis — in cases of intent and gross negligence. In cases of simple negligence, the Contractor shall be liable, subject to a more lenient statutory liability standard, only
   1. for damage resulting from injury to life, body or health,
   2. for damage resulting from breach of material contractual obligations, i.e. obligations whose fulfilment is essential for the proper performance of the contract and on whose compliance the contractual partner regularly relies and may rely. In this case, however, the Contractor’s liability is limited to compensation for foreseeable damage typical for the contract.
3. The liability limitations resulting from this provision shall also apply to breaches of duty by persons whose fault the Contractor is responsible for under statutory provisions. They shall not apply where the Contractor has fraudulently concealed a defect or assumed a guarantee for the quality of the service. The liability limitations shall also not apply to claims by the Client under the German Product Liability Act and other mandatory provisions.
4. The Client shall be liable for all damage, disadvantages, costs and claims attributable to unsuitable, defective, dangerous, improperly declared or unlawful materials, information or instructions of the Client.
5. Where the cause of product damage, a safety defect or another third-party claim lies within the Client’s sphere of responsibility, in particular in materials, formulations, specifications, markings, instructions or usage instructions provided by the Client, the Client shall indemnify the Contractor against all third-party claims and reimburse the Contractor for any resulting damage, including reasonable legal enforcement costs.
6. Unless otherwise agreed, any maximum liability amounts shall be determined by the Contractor’s insurance cover.

§ 13 Confidentiality

1. Both parties undertake to keep confidential all technical, commercial, operational and other confidential information disclosed to them in connection with the contractual relationship and to use such information exclusively for the performance of the respective contract.
2. The confidentiality obligation shall not apply to information that is publicly known or becomes publicly known without breach of this obligation, was already lawfully known to the receiving party, was lawfully disclosed by an authorised third party, or must be disclosed due to statutory provisions or official or court orders.
3. The confidentiality obligation shall continue after termination of the contractual relationship.

§ 14 Intellectual Property and Documents

1. All rights to processes, know-how, formulations, production methods, calculations, drawings, illustrations, offers and other documents of the Contractor shall remain with the Contractor.
2. No rights of use, licences or other intellectual property rights are transferred by the contract unless expressly agreed.
3. Documents, specifications, formulations or markings provided by the Client shall remain the property or within the legal ownership of the Client. The Client warrants that their use does not infringe third-party rights and shall indemnify the Contractor against third-party claims in this respect.

§ 15 Place of Jurisdiction, Choice of Law

1. For all disputes arising directly or indirectly from or in connection with the contract, the exclusive — including international — place of jurisdiction shall be the Contractor’s registered office, provided the Client is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law. The same applies if the Client is an entrepreneur within the meaning of Section 14 BGB. However, the Contractor is also entitled to bring an action at the Client’s general place of jurisdiction. Mandatory statutory provisions, in particular those on exclusive jurisdiction, remain unaffected.
2. These Terms and the business relationship between the Contractor and the Client shall be governed by the law of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

§ 16 Severability Clause

1. Should individual provisions of these Terms be or become invalid in whole or in part, the validity of the remaining provisions shall not be affected.
2. Where individual provisions have not become part of the contract, are invalid or void, the statutory provisions shall apply. Where no corresponding statutory provision exists, the provision that has not become part of the contract, is invalid or void shall be replaced by a provision that the parties would have agreed had they considered the matter from the outset; due account shall be taken of the mutual economic interests in an appropriate and reasonable manner. The preceding sentence shall apply accordingly in the event of gaps in the provisions.