Conditions

I. GENERAL

The following terms and conditions of sale and delivery apply to all business relationships between Zentral GmbH and entrepreneurs within the meaning of Section 14, Paragraph 1 of the German Civil Code, as well as with legal entities under public law or special funds under public law. Entrepreneur is any natural or legal person who acts in a commercial or independent capacity when concluding the transaction. All orders from entrepreneurs, regardless of whether they were placed via the online shop www.zentral.international or by other means at Zentral GmbH, as well as our deliveries, services and offers to entrepreneurs are made exclusively on the basis of these terms and conditions. These also apply to all future business relationships, even if they are not expressly agreed again. These conditions are deemed to have been accepted at the latest when the goods or services are received. The buyer's general terms and conditions of purchase are not recognized. In accordance with the provisions of the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG-new), we would like to point out to buyers that we use electronic data processing to process their personal data required for the handling of business relationships and only pass it on within the company.

II. OFFERS

Our offers are non-committal and non-binding. Delivery contracts and all other agreements (including ancillary agreements), as well as declarations by our representatives, only become legally binding for us once we have confirmed them in writing. We do not provide planning services. Suggestions and information from our representatives are non-binding. Illustrations, drawings, dimensions and weights or other performance data are only binding if this has been expressly agreed in writing. Business mail printed out by data processing systems (e.g. order confirmations, invoices, credit notes, payment reminders) is legally binding even without a signature.

III. PRICES

Our prices are net ex works or warehouse plus packaging, freight and VAT. For orders for which no prices have been agreed, our prices valid on the day of delivery according to the price list shall apply. Partial deliveries will be charged separately unless expressly agreed otherwise.
We reserve the right to make a corresponding price adjustment in the event of changes in the cost of materials and personnel costs up to the day of delivery. However, this only applies to delivery times of more than 4 months and for price adjustments of up to 10%. For higher rates, a new price agreement is required. If such an agreement does not come about, we are entitled to withdraw from the contract within 14 days by written notification.

IV. TERMS OF PAYMENT

Insofar as the terms of payment were not already agreed upon when the contract was concluded, the terms of payment and payment dates specified in our invoices are binding. Discount periods and terms of payment begin upon receipt of the invoice.
The buyer can only offset claims that are undisputed or legally established.
We are not obliged to accept bills of exchange and checks. Credits for bills of exchange and checks are issued with the value date of the day on which we can dispose of the equivalent value.
In the event of a delay in payment, we will charge interest on arrears at the statutory rate. The assertion of further damage is not excluded. In the event of non-compliance with the terms of payment, non-payment of bills of exchange and cheques, suspension of payment or the existence of circumstances that reduce the creditworthiness or solvency of the buyer, all claims become due immediately. Furthermore, we are entitled to carry out outstanding deliveries only against advance payment or, after setting a reasonable grace period, to withdraw from the contract and to demand damages instead of performance.
For the rest, the following provisions of Section IX apply to claims for damages by the buyer.

V. RESERVATION OF TITLE

Our deliveries are made exclusively under retention of title (reserved goods). Ownership is only transferred to the buyer when he has paid off all of his liabilities, including all balance claims from our goods deliveries. This also applies if payments are made on specially designated claims.
Processing or transformation is always carried out for us as the manufacturer, but without any obligation for us. If the goods delivered by us are mixed or combined with other items, the buyer assigns the (joint) ownership of the resulting item to us in the ratio of the invoice value of our reserved goods to the invoice value of the other goods used.
The buyer may only sell or use our reserved goods in the ordinary course of business. Pledges or collateral assignments are inadmissible. The buyer hereby assigns to us in full the claims arising from the resale or any other legal reason (further use, tort) with regard to the goods subject to retention of title (including all balance claims).
The buyer is entitled to collect the claims assigned to us. We can revoke the direct debit authorization in the event of default in payment, suspension of payment, application for or opening of insolvency or composition proceedings or other financial collapse of the buyer. In the event of attachments, confiscations or other dispositions or interventions by third parties, the buyer must notify us immediately.
If the buyer is in default of payment, we are entitled to demand the return of the reserved goods and to obtain direct possession of them ourselves or through an authorized representative, regardless of where they are located. The buyer is obliged to hand over the reserved goods to us. In order to assert our rights, he is also obliged to provide the necessary information and hand over documents.
If the realizable value of the securities to which we are entitled according to the above provisions exceeds the value of our claims by more than 10%, we are obliged to release excess securities of our choice at the request of the buyer.

VI. DELIVERY/DELAY PERIODS

Delivery times are only approximate. We are only in default if the service is due and a written reminder has been issued. The delivery day is the day of dispatch from the factory or warehouse.
Delivery periods begin on the date of our order confirmation, but not before clarification of all execution details and all other conditions to be created by the buyer for the proper processing of the contract. The same applies to delivery dates. Early deliveries are permitted.
Delays in delivery and performance due to force majeure and due to events that not only temporarily make delivery more difficult or impossible for us - these include in particular strikes, lockouts, operational disruptions, delays in the delivery of essential raw and auxiliary materials, even if they are at our Suppliers step in - we are not responsible for bindingly agreed deadlines and dates. They entitle us to postpone the delivery for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part. If the delivery time is extended or if we are released from our delivery obligation, the buyer cannot derive any claims for damages from this. However, we can only invoke the circumstances mentioned if we notify the buyer immediately.
We are entitled to make partial deliveries. Each partial delivery is considered an independent transaction.

VII. SHIPPING

Shipping is at the expense of the buyer.
The type and route of dispatch, transport and packaging or other safeguards are left to our choice. We are entitled, but not obliged, to insure deliveries in the name and for the account of the buyer.
The risk passes to the buyer as soon as the shipment has been handed over to the person carrying out the transport or has left our works or warehouse for the purpose of shipment.
If the buyer violates his obligations to cooperate (e.g. by not calling up the goods in good time or refusing to accept them), we are entitled, after an unsuccessful extension of time, to store the goods at the expense and risk of the buyer and to compensate us for the damage we have suffered (in particular storage costs) including additional expenses to demand.
If the grace period expires without result, we are also entitled to invoice the ordered goods.
If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item passes to the buyer at the point in time at which he is in default of acceptance or debtor.
The goods are then deemed to have been accepted.
This does not affect our right to demand compensation for breach of duty or compensation in lieu of performance.
The goods are unloaded at the expense of the buyer.

VIII. DEFECTS

The goods are delivered free of manufacturing and material defects. Claims for defects do not exist in the case of only insignificant deviations from the agreed quality or in the case of only insignificant impairment of usability.
Guarantees for the quality and durability of the delivery item are only deemed to have been accepted if we have expressly declared the guarantee as such in writing.
Complaints about defects are to be made immediately - and in writing - and are excluded if they are not received by us within 2 weeks of receipt of the delivery. Defects that could not be discovered within this period even with careful inspection must be reported to us immediately, but no later than 2 weeks after their discovery.
If the delivered goods have a defect, the cause of which was already present at the time of the transfer of risk, we will, at our discretion, repair the defect free of charge within a reasonable period of time or remedy it by delivering a defect-free item (subsequent performance). If this is refused by the buyer or if changes or repairs are made to the defective goods, we are released from liability for defects.
If the rectification fails or does not take place within a reasonable period of grace set by the buyer, the buyer can reduce the purchase price or withdraw from the contract.
a) The buyer is responsible for the perfect water quality. In this respect, the respective requirements and guidelines for boiler and feed water must be observed. In the case of stainless steel tanks, the water used must meet the values specified in the Drinking Water Ordinance.
b) The buyer has to prove, as far as it is possible and reasonable for him, that material defects are based on material or manufacturing errors of the goods and not on assembly errors. The costs of determining the cause of the error and other expenses incurred as part of this obligation are not covered by the warranty.
a) Damage caused by incorrect or defective installation, commissioning, treatment, operation, maintenance or the use of non-prescribed fuels, control devices, types of firing and electricity, voltages or incorrect burner selection or setting do not justify claims for defects. This also applies to overload and corrosion damage.
b) Liability for normal wear and tear is excluded.
c) Claims for defects against the seller are only available to the direct buyer and are not transferable.
Claims by the buyer for the expenses required for the purpose of supplementary performance or reversal after withdrawal from the contract, in particular transport, travel, labor and material costs, are excluded if the expenses increase because the delivery item was installed at a location that is difficult to access. The same applies if the delivery item was installed outside the territory of the Federal Republic of Germany.
Recourse claims of the buyer against us according to § 478 BGB (recourse of the entrepreneur) only exist insofar as the buyer has not made any agreements with his customer that go beyond the statutory claims for defects.
Claims for material defects become statute-barred as follows:
a) 5 years
- Parking heater condensing
- Water heater and standing storage tank
- Solar collectors
b) 2 years
- Ventilation and air conditioning units
- Living room ventilation
- Gas calorific value and gas condensing boilers
- Gas condensing boilers
- heat pumps
- all other products
- All other electrical and moving parts, such as control devices, fittings, burners
c) 1 year
- Spare Parts
These deadlines only apply if the law does not prescribe longer deadlines. The periods begin on the day of our delivery.
In the event of injury to life, limb or health and in the event of an intentional or grossly negligent breach of duty by us as well as fraudulent concealment of a defect or the assumption of a guarantee of quality, the statutory limitation periods apply.
None of the above clauses is intended to change the statutory or judicial distribution of the burden of proof.

IX. LIABILITY

We are only liable for damages and reimbursement of futile expenses (§ 284 BGB) due to breach of contractual or non-contractual obligations, or from tortious acts - in the case of intentional or grossly negligent action - in the case of intentional or negligent injury to life, limb or health - due to fraudulent concealment of a defect or if a quality guarantee is assumed - in the case of liability for hazardous facts (in particular under the Product Liability Act)
In the event of a breach of essential contractual obligations, we are liable for any negligence, but only up to the amount of the foreseeable damage typical of the contract.
Insofar as our liability is excluded or limited, this also applies to employees, workers, representatives and vicarious agents.
Cardinal obligations are essential contractual obligations, i.e. those obligations that give the contract its character and on which the contractual partner may rely; these are the essential rights and obligations that create the conditions for the fulfillment of the contract and are indispensable for the achievement of the purpose of the contract.
None of the above clauses is intended to change the statutory or judicial distribution of the burden of proof.

X. RETURNS/EXCHANGES

If the buyer withdraws from an order placed without justification, we can demand 25% of the sales price for the costs incurred by processing the order and lost profit, without prejudice to the possibility of asserting higher actual damages. The buyer is permitted to prove that we have suffered no or less damage.
Return deliveries will only be accepted after our express, prior and written consent.
A credit is only given in the amount of the current value less 25% return and inspection costs.

XI. PLACE OF PERFORMANCE/JURISDICTION

Place of fulfillment is Munich. The place of jurisdiction in commercial business transactions is for ours
place of business. 3. German substantive law applies to all legal relationships in connection with this contract, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

XII. PARTIAL NULLITY

Should a provision in these terms of sale and delivery or a provision within the framework of other agreements be or become invalid, this shall not affect the validity of all other provisions.

Force majeure

Neither of the contracting parties is responsible for being prevented from fulfilling the contract as a result of force majeure or other events beyond the control of the contracting party.
"Force Majeure" means the occurrence of an event or circumstance which prevents a party from performing one or more of its contractual obligations under the Contract if and to the extent that party proves:
[a] that such impediment is beyond their reasonable control; and
[b] that it could not reasonably have been foreseen at the time the Contract was formed; and
[c] that the effects of the impediment could not reasonably have been avoided or overcome by the party concerned.
Unless proven otherwise, the following events affecting a party shall be presumed to satisfy conditions (a) and (b) of paragraph 2 of this clause:
(i) war (declared or undeclared), hostilities, invasion, acts of foreign enemies, full-scale military mobilization;
(ii) civil war, riot, rebellion and revolution, military or usurped power, insurrection, acts of terrorism, sabotage or piracy;
(iii) currency and trade restrictions, embargo, sanctions;
(iv) lawful or unlawful official act, compliance with law or governmental order, expropriation, confiscation of works, requisition, nationalization;
(v) plague, pandemic, epidemic, natural disaster or extreme natural event;
(vi) explosion, fire, destruction of equipment, prolonged failure of transportation, telecommunications, information systems or power;
(vii) general labor disturbances such as boycotts, strikes and lockouts, go-slows, occupation of factories and buildings. It is expressly made clear that all impairments of the contractual services in connection with the current Corona Pandemic, such as in particular measures ordered by the authorities or delivery difficulties and/or delivery difficulties at sub-suppliers constitute force majeure within the meaning of this clause.
A party who succeeds in invoking this clause shall be relieved of its obligation to perform its contractual obligations and from any liability for damages or any other contractual remedy for breach of contract from the point at which the impediment causes the inability to perform , provided that this is communicated immediately. If notice is not given promptly, the exemption will take effect from the time notice is received by the other party. If the effect of the impediment or event asserted is temporary, the foregoing consequences shall only apply as long as the impediment asserted hinders the affected party's performance. If the duration of the alleged impediment results in the contracting parties being substantially deprived of what they could reasonably expect under the contract, each party has the right to terminate the contract by giving notice to the other party within a reasonable period of time. Unless otherwise agreed, the parties expressly agree that the contract may be terminated by either party if the duration of the impediment exceeds 120 days.