General Terms and Conditions

GTC – Oehmen Maschinenmontagen GmbH & Co. KG

1. Scope

1.1 These General Terms and Conditions (GTC) apply to all our business relationships with our clients (“Clients”). The General Terms and Conditions shall only apply if the Client is an entrepreneur (Section 14 BGB), a legal entity under public law or a special fund under public law within the meaning of Section 310 (1) BGB.

1.2 Our General Terms and Conditions apply exclusively. Deviating, conflicting, or supplementary General Terms and Conditions shall only become part of the contract if and to the extent that we have expressly consented to their validity. This requirement of consent also applies if the customer refers to their General Terms and Conditions within the scope of the order and we have not expressly objected to the General Terms and Conditions.

1.3 Our General Terms and Conditions apply to forwarding orders, equipment rentals, and other services, unless separate terms have been agreed. Unless otherwise agreed, these General Terms and Conditions shall apply in the version valid at the time of the order or in the version most recently communicated to the customer in text form as a framework agreement, including for similar future contracts, without us being required to refer to them again on a case-by-case basis.

1.4 Individual agreements made with the customer in individual cases (including ancillary agreements, additions, and amendments) and information in our order confirmation take precedence over these General Terms and Conditions. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.

1.5 Legally relevant declarations and notifications regarding the contract (e.g., notifications of defects, setting of deadlines, withdrawal, or reduction of price) must be submitted in writing, i.e., in written and text form (e.g., letter, email, fax). Further statutory formal requirements and additional evidence (if there is doubt about the legitimacy of the person making the declaration) remain unaffected.

2. Cooperation of the client

2.1 In the case of assembly and repair work, the client is obliged to support our personnel, to provide the necessary tools and materials and to prepare the work site.

2.2 In the case of transportation services, the client must specify the correct dimensions, weights and special characteristics of the goods in advance.

2.3 Changes or instructions that deviate from the contractual agreements require our consent.

3. Terms of payment

3.1 Payment of the agreed price must be made exclusively to the account specified by us. Cash discounts are only permitted by special written agreement.

3.2 Our invoices are due without deduction 14 days after receipt of the service.

3.3 The client is in default if the above payment period expires. During the period of default, the purchase price will bear interest at the applicable statutory default interest rate according to Section 288 Paragraph 2 of the German Civil Code (BGB), amounting to eight percentage points above the respective base interest rate. We reserve the right to assert further damages for default. With regard to merchants, our claim to commercial default interest according to Section 353 of the German Commercial Code (HGB) remains unaffected.

4. Rights of retention

4.1 The Client shall only be entitled to rights of set-off or retention if his claim has been legally established or is undisputed and his counterclaim is based on the same contractual relationship.

5. Delivery period and delay in delivery

5.1 The delivery period will be agreed individually or specified by us upon acceptance of the order.

5.2 In the event that we are unable to meet contractually agreed delivery deadlines for reasons beyond our control, we must inform the customer immediately of this fact and simultaneously provide the expected or new delivery deadline. If a delayed delivery cannot be made due to the unavailability of the service even within the newly announced delivery period, we are entitled to withdraw from the contract in whole or in part; we must immediately reimburse any consideration already provided by the customer (in the form of payment of the purchase price).

5.3 Whether a delivery delay on our part exists is determined by statutory provisions. However, a reminder from the customer is a prerequisite for a delivery delay on our part. In the event that a delivery delay does exist, the customer can claim lump-sum compensation for damages caused by the delay. The flat-rate compensation shall amount to 0.5% of the net price (delivery value) for each completed calendar week of delay, but not exceeding 5% of the delivery value of the delayed goods. We reserve the right to provide appropriate evidence that the customer has suffered no damage or only less damage than the above flat-rate compensation.

6. Delivery, transfer of risk, acceptance, default of acceptance

6.1 The risk of accidental loss and accidental deterioration of the goods shall pass to the customer upon delivery of the goods to the customer. In the case of a sale involving the carriage of goods, the risk of accidental loss of the goods, accidental deterioration of the goods and the risk of delay shall pass to the customer upon delivery of the goods to the forwarding agent or carrier. In the event that acceptance of the goods is contractually agreed, this shall be decisive for the transfer of risk. Further statutory provisions of the law on contracts for work and services remain unaffected.

6.3 In the event that the customer is in default of acceptance or our delivery is delayed for other reasons for which the customer is responsible, we shall have a claim against the customer for compensation for the damage incurred, including additional expenses (e.g. storage costs). Proof of higher damages and our statutory claims (in particular reimbursement of additional expenses, reasonable compensation, termination) shall remain unaffected.

7. Reservation of ownership

7.1 We reserve title to the delivered goods until full payment of all our current and future claims arising from the contract and an ongoing business relationship (secured claims).

8. Rights of withdrawal and adjustments to the contract

8.1 We reserve the right to refuse to perform the contract, even after the contract has been concluded, for reasons that make it unreasonable for the contractor to perform the contract. The client has the right to be informed of the reasons for the rejection.

8.2 In the event of unforeseen events that significantly impact the execution of the contract, the contract will be adjusted accordingly. If cost-effective execution is not possible, we reserve the right to withdraw.

9. Client’s claims for defects

9.1 The statutory provisions apply to the customer's rights in the event of material and legal defects (including incorrect and incomplete deliveries, improper assembly/installation, or inadequate instructions), unless otherwise provided below.

9.2 The customer's claims for defects only exist to the extent that the customer has fulfilled its statutory inspection and notification obligations (§§ 377, 381 HGB).

9.3 The customer must grant us the necessary time and opportunity for any subsequent performance to be performed.

9.4 We will reimburse the expenses necessary for inspection purposes and subsequent performance (transport, labor, and material costs, as well as, if applicable, removal and installation costs) in accordance with the statutory provisions and these General Terms and Conditions in the event that a defect exists. However, we may demand reimbursement from the customer for costs incurred due to an unjustified request for defect rectification in the event that the customer knew or could have recognized that there was actually no defect.

10. Limitation period

In derogation from Section 438 Paragraph 1 No. 3 of the German Civil Code (BGB) or Section 634a of the German Civil Code (BGB), the general limitation period for claims resulting from material or legal defects is one year from delivery. If acceptance has been contractually agreed, the limitation period begins upon acceptance.

11. Other liability

11.1 Unless otherwise stated in these General Terms and Conditions, including the following provisions, we are liable for breaches of contractual and non-contractual obligations in accordance with statutory provisions and – unless excluded by law – up to the risk covered by our business liability insurance (maximum amount of EUR 5,000,000.00).

11.2 Within the scope of liability based on fault, we are liable for damages, regardless of the legal basis, only in the event of intent and gross negligence. In the event of simple negligence, we are liable, subject to statutory limitations of liability (e.g., due diligence in our own affairs; minor breach of duty), only: a) for damages resulting from injury to life, limb, or health, b) for damages resulting from the breach of a material contractual obligation (obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner relies and may rely). In this case, however, our liability is limited to compensation for foreseeable, typically occurring damages.

11.3 The limitations of liability resulting from Section 10.2 also apply to third parties and in the event of breaches of duty by persons whose fault we are legally responsible for. If a defect was fraudulently concealed and a guarantee for the quality of the goods was provided, the limitations of liability do not apply. This also applies to claims by the customer under the Product Liability Act.

11.4 The customer may withdraw from or terminate the contract due to a breach of duty that does not result from a defect only if we are responsible for the breach of duty.

11.5 The customer's right of termination (in particular pursuant to Sections 650 and 648 of the German Civil Code) is excluded. Otherwise, the statutory requirements and legal consequences apply.

12. Data protection

We are committed to treating all personal data in accordance with the provisions of the General Data Protection Regulation (GDPR).

13. Choice of law and jurisdiction

13.1 These General Terms and Conditions and the contractual relationship between us and the client are governed by the laws of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

13.2 If the client is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law, or a special fund under public law, our registered office in Düren shall be the exclusive, and also the international, place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. The same applies if the client is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB).