General terms and conditions

Our general terms and conditions of business

1) Conclusion

There is agreement about the fact that all deliveries and services shall be based on the following terms and
conditions, except all performances are based on temporary workers. In this case our “General Terms and Conditions for temporary workers” are valid. At the conclusion of the contract, your attention shall expressly be
drawn to our terms and conditions – that you have received – and you shall acknowledge them as being legally
binding by signing the order. Conclusions and agreements can only be understood as individual agreements
within the meaning of § 305 b German Civil Code. Terms and conditions of Contracting Party are expressly contradicted; they shall only obligate us if we expressly declare our agreement with them in writing.

2) Orders

Orders shall only be submitted written mechanically. We shall assume no liability for errors caused by orders
written unclearly. We shall only accept telephone orders in very urgent cases. Liability on our part shall likewise
be ruled out for errors in transmission caused by this kind of order.

3) Quotations

Our quotations shall be subject to change without notice. Agreements made verbally by our field service or other employees not authorised to conclude contracts shall require our written confirmation in order to become effective. Information about our commodities and services (technical data, dimensions etc.) shall only be approximate and rough; they shall not be a guaranteed property - unless the guarantee is given separately, expressly and in writing.

4) Prices and payment terms

Depending on the order, our services shall in particular extend to

  • technical maintenance and electrical fitting of wind-energy systems;
  • electrical wiring for wind-farms by order, as a rule, of the operators, i.e. wiring of a number of wind-energy systems amongst one another and the connection to the mains;
  • pure sales of danger light systems;
  • sale of danger light systems plus fitting and connection;
  • mechanical fittings of wind-energy systems;
  • cleaning and analysis of rotor blades on wind-energy systems;
  • remedying of defects from warranty analyses.

In detail, the following holds with regard to the prices and the payment terms:

  1. To the extent that nothing to the contrary has been agreed in writing, the prices stated by us are to be understood ex works or delivery warehouse; all and any packaging shall be charged separately according to actual expenditure. Statutory Value Added Tax shall not be included in our prices; it shall be stated separately on the invoice. We shall use the rate of Value Added Tax applicable as a basis for the deliveries to entities within the meaning of § 310 sub-section 1 sentence 1 German Civil Code (entrepreneurs, public law entities or public law special funds).
  2. If the delivery or the service/works take(s) place later than 4 months after conclusion of the contract, we shall be entitled to increase the agreed price. If the valid prices of our suppliers or other costs attached to our commodities (incl. public charges) rise between conclusion of the contract and delivery; otherwise, the price stated in the order confirmation shall apply. We shall also be entitled to price increases in the cases of entities pursuant to § 310 sub-section 1 sentence 1, German Civil Code, if the delivery or service takes place within 4 months of the conclusion of the contract and the costs attached to our goods increase between the conclusion of the contract and delivery. The price increase shall take effect as soon as we have notified Buyer/Client for the services thereof in writing.
  3. Granting of discount shall only apply if this has expressly been agreed in writing in the individual case. Apart from this, deduction of discount shall be inadmissible.
  4. Rights of retention of Buyer/Client based on another contractual relationship shall be ruled out. Rights of retention of Buyer/Client based on the same contractual relationship shall likewise be ruled out insofar as Buyer/Client is an entity within the meaning of § 320 sub-section 1 sentence 1 German Civil Code and the counterclaim is disputed and not legally effective. Buyer/Client shall not be entitled to offset with a counterclaim to the extent that this claim is disputed or is not legally effective.
  5. If Buyer/Client falls into arrears with payment, we shall be entitled to charge interest to the amount of 5% above the basic interest at the time; if Buyer/Client is an entrepreneur or any other entity within the meaning of § 310 sub-section 1 sentence 1 German Civil Code, the rate of interest shall be 8 % above the basic rate. We reserve the right to prove increased damage from arrears.
  6. If Buyer/Client falls into total or partial arrears with a due payment, we shall be entitled to withdraw from the contract after fruitless expiry of a suitable period set. Our right of withdrawal shall also exist if circumstances suited to reducing the creditworthiness of Buyer/Client become known. If we withdraw, we shall be entitled to mark the goods supplied by us at Buyer's/Client's expense, to store them separately and to have them collected. Buyer/Client here and now declares its agreement with the fact that persons commissioned by us with the collection have access to the premises where the goods are situated on foot and in vehicles for this purpose. Alongside the right to withdrawal, our right to claim damages according to the provisions of the new version of the German Civil Code shall remain, as not only withdrawal, but also damages can be requested according to new law.
  7. As an alternative to our rights of withdrawal pursuant to sub-section f above, we can also demand security from Buyer/Client.

5) Retention of title

To the extent that not only services are the object of an order, but goods are also to be supplied and/or installed
in the course of purchase agreements and contracts for work, the following shall hold:

  1. The goods supplied by us shall remain our property until fulfilment of all the claims accruing to us from the concrete order. Against enterprises and other entities within the meaning of § 310 sub-section 1 sentence 1 German Civil Code, we reserve right to ownership until fulfilment of all claims accruing to us against Buyer/Client for any legal reason on the basis of the business relationship.
  2. All claims from all and any re-sale of the conditional commodities are assigned to us by Buyer/Client with all subsidiary and securing rights; we accept said assignment. If realisation of our claims appears at risk to us, Buyer/Client as our business partner shall, upon request, notify its purchaser in writing of the assignment and provide us with all the necessary documents and information. Security agreements and pledges may not be done by you.

6) Delivery period

  1. As a matter of principle, our delivery times are only approximate and non-committal. Agreements deviating from this concerning a binding delivery period must be express and in writing. If we cannot delivery punctually, we shall inform Buyer/Client without delay.
  2. If we fall into arrears with the delivery/service for reasons for which we are answerable and if Buyer/Client fruitlessly sets us a suitable subsequent period, it can withdraw from the contract. Claims to damages of Buyer/Client on account of a breach of duty shall be ruled out - unless we or our vicarious agents have acted with malice aforethought or gross negligence.
  3. Unforeseen incidents for which we are not answerable (e.g. lack of energy, delay in the delivery of essential components and other materials, import difficulties, disturbances of operation and transport, strikes, lockouts, force majeure) shall extend the delivery period/processing period in a suitable way. If we cannot perform even after a suitable extension, both Buyer/Client and also we ourselves shall be entitled to withdraw from the contract. Claims to damages of Buyer/client shall be ruled out. If we withdraw, we shall reimburse all payments already made to Buyer/Client without delay.

7) Breach of duties due to defects

  1. Buyer/Client shall examine the goods without delay after receipt. Recognisable defects shall be notified to us in writing within 1 week of receipt of the goods. If this is not done, the goods/work/service shall be deemed accepted. This directive shall only apply for consumers to the extent that it is a question of obvious defects.
  2. Our liability shall extend to freedom of defects of the goods/work/service matching the state of the art.
  3. Insofar as we have claims against our suppliers, our liability shall be fulfilled by assignment of said claims to Buyer/Client, which here and now accepts said assignment for such a case. A claim of Buyer/Client to reimbursement of costs incurred within the framework of assertion of claims against a supplier shall in any case be ruled out if any measures triggering costs - in particular initiation of judicial proceedings - are not coordinated with us beforehand; written form shall be necessary.
  4. If a claim against the supplier cannot be considered or if the supplier rejects liability towards Buyer/Client, our liability shall be limited to subsequent performance, i.e. replacement delivery or after-working at our choice. The defective goods or the replaced parts must be returned to us by Buyer/Client. If after-working fails or if we are not in a position to perform. Buyer/Client shall be entitled to withdraw from the purchase contract or to reduce the purchase price. Further claims to damages of Buyer/Client on account of breach of duties shall be ruled out - unless we or our vicarious agents have acted with malice aforethought or gross negligence.
  5. All the aforementioned limitations of liability shall not apply for the sale of consumer goods.
  6. Our liability on account of defects to purchased goods and/or services and/or works shall amount to 2 years from delivery/rendering of the service; if Buyer is an entrepreneur or other entity within the meaning of § 310 sub-section 1 sentence 1 German Civil Code, the period for barring by limitation shall amount to 1 year.
  7. Further claims of Buyer/Client than the aforementioned – whatever the legal reason – shall be ruled out. We shall therefore not be liable for damage not occurring to the goods or works themselves and also not for other economic damage to Buyer/Client. The aforementioned exemption from liability shall not apply for personal injury; for other damage, it shall not apply to the extent that the cause of the damage is based on malice aforethought or gross negligence; finally, it shall not apply to the extent that damage occurs through a lack of a property which we have guaranteed. Exclusion of further liability for damages shall not apply for claims pursuant to §§ 1, 4 German Product Liability Act.

8) Place of performance/place of jurisdiction

Place of performance for both parties shall be Bremen. Place of jurisdiction - also for proceedings for cheques
and bills of exchange – shall be Bremen if our Contracting Partner is a merchant.

9) Final provisions

  1. German law shall apply exclusively, even for deliveries abroad. Application of UN purchase law shall be ruled out.
  2. For export and goods purchased (e.g. danger light systems) by our customers outside the Federal Republic of Germany, we shall assume no liability if third-party protective rights are breached by our products. Buyer/Client shall be obliged to reimburse all damage caused by the export of our goods not expressly provided for exportation.
  3. If these provisions are partly legally ineffective or incomplete, the validity of the remaining provisions shall not be affected.

Bremen, March 2013
Regenerative Energie- und Elektrotechnik

Terms and conditions (PDF)