Terms of Use

1.1.    The following General Terms and Conditions (“T&Cs”) of Cleantecs GmbH (the “Seller”) and its affiliated companies as per § 15 of the German Stock Corporation Act (AktG) (“Affiliated Companies”) shall apply exclusively to the sale of goods by the Seller to the Buyer. They shall also apply to all future business transactions with the Buyer. This shall also apply even if they are not explicitly agreed again.
1.2.    Conditions of the Buyer that conflict with or deviate from the T&Cs of the Seller shall not be recognised unless the Seller has consented to their application in writing. The T&Cs of the Seller shall also apply even if the Seller carries out delivery or performs services for the Buyer without reservation despite knowledge of conditions of the Buyer that conflict with or deviate from these T&Cs.
1.3.    All agreements made concerning deliveries shall be set out in writing in the contracts concluded between the Seller and Buyer. Deviating agreements that are made between the Seller and the Buyer shall be concluded in written form in the relevant contract and in any additional supplementary agreements.
1.4.    These T&Cs shall apply only with respect to companies as per § 14 para. 1 of the German Civil Code (BGB) and to legal entities under public law or special funds under public law as defined in § 310 para. 1 of the German Civil Code (BGB). In this regard, a company is a natural person or legal entity or a legally capable partnership that acts in the course of conducting its commercial or self-employed professional activity when concluding a legal transaction.

Contract conclusion
2.1.    Offers from the Seller shall be subject to confirmation and are non-binding. The Buyer shall have 14 days to accept offers from the Seller.
2.2.    If the Seller has issued a cost estimate to the Buyer, this shall not represent an offer. The Buyer can submit an offer on this basis that the Seller can accept within 14 days of receipt.
2.3.    Verbal agreements shall become effective as per the contents of the confirmation of these in written form.
2.4.    Documents and specified details handed over by the Seller, such as photographs, drawings, and specifications of weights and dimensions, shall only be binding to the extent that the Seller explicitly includes these in the order confirmation as a part of the contract and/or explicitly refers to these in the order confirmation.

Delivery of goods
3.1.    The delivery or service time shall begin only when all business and technical questions have been resolved between the Seller and the Buyer and presupposes the timely and orderly fulfilment of the obligations held by the Buyer.
3.2.    The statement of delivery times by the Seller shall be non-binding unless the Seller has explicitly confirmed the precise delivery or service time in writing.
3.3.    Insofar as not otherwise specified in the order confirmation, delivery shall be FCA from the Seller’s location (Incoterms® 2020).
3.4.    Adherence to the delivery or service period shall be subject to our orders being delivered to us correctly and on time. Fulfilment of the contract by the Seller with regard to those parts of the delivery that are subject to state export regulations shall be subject to the granting of the necessary permits.
3.5.    The delivery deadline shall be extended in an appropriate manner in the case of actions taken in the course of industrial disputes, operational disturbances, shortages of raw materials, transport disruptions, decrees by higher authorities, all cases of force majeure, and if unforeseen obstacles occur that the Seller is not responsible for and if these obstacles have a significant influence on the completion or delivery of the goods.
3.6.    The Seller shall be entitled to provide partial deliveries or services if these do not represent an unreasonable inconvenience for the Buyer. Partial deliveries or services shall result in a corresponding entitlement to partial payment.
3.7.    If transport or collection is delayed by the Buyer at the Buyer’s request or through fault of the Buyer, the goods shall be stored at the Seller’s premises at the Buyer’s own expense and risk. In this case, the risk shall pass to the Buyer from the date of communication of readiness for delivery or acceptance.

4.1.    The Buyer shall examine the goods without delay upon receipt as per § 377 of the German Commercial Code (HGB) and shall inform the Seller of obvious defects without delay. The same shall also apply to hidden defects from the instant that they are discovered.
4.2.    The buyer’s claims for defects shall expire 12 months after handover.
4.3.    The Seller can perform subsequent fulfilment either by repair or by replacement delivery at the discretion of the Seller. In all further respects, the statutory provisions shall apply.
4.4.    There shall be no warranty claims for defects that result from unsuitable or improper use, faulty commissioning, natural wear and tear, incorrect or negligent handling, excessive use and improper maintenance of the goods and from modifications to the goods by the Buyer or on the Buyer’s behalf by third parties without the explicit consent of the Seller.

5.1.    The Seller shall be liable without limitation for damage caused intentionally or by gross negligence. The Seller shall be liable for ordinary negligence only in and limited to the case of foreseeable damages typical for this type of contract if an obligation has been breached for which the fulfilment of this obligation facilitates the orderly execution of the contract in the first place and for which the Seller can generally expect adherence to it (cardinal obligation).
5.2.    The aforementioned exclusions and limitations of liability shall not apply in the case of malicious concealment of a defect, from the assumption of a guarantee, for claims under the German Product Liability Act and for damages resulting from injury to life, limb or health.
5.3.    Insofar the liability of the Seller is excluded or limited, this shall also apply to the personal liability of the Seller’s salaried employees, waged workers, hired staff, representatives and vicarious agents.

6.1.    The net prices agreed in the offer, payable in euros, excluding statutory value added tax and excluding packaging and shipping, duties, charges and other taxes shall apply FCA from the Seller’s location (Incoterms® 2020).
6.2.    Packaging and loading costs and the costs of returning packaging shall be billed separately. The same shall apply to shipping costs if the Buyer opts for shipping. Unless otherwise agreed, the choice of the type of shipping and route are at the discretion of the Seller.
6.3.    The Seller reserves the right to alter prices accordingly if cost increases that the Seller is not responsible for occur between conclusion of the contract and delivery, particularly newly introduced charges, ancillary fees, significant increases in the costs of materials or production, including increases in freight costs including duties, import and export charges, and cost increases as a result of exchange rate fluctuations.

Payment, default, due date
7.1.    Payment claims shall be fulfilled 30 days following the date of the invoice without deductions.
7.2.    Should the Buyer default on the payment obligation, the Seller shall be entitled to charge default interest at the current statutory rate. The right to assert claims for greater damages shall remain unaffected. In all other regards, the statutory requirements shall apply. 
7.3.    If, after conclusion of the contract, a significant worsening of the Buyer’s asset situation should occur that endangers the Seller’s claim to payment, the Seller can make the service dependent on an advance payment by the Buyer or a security. It shall be up to the Buyer to prove that the Seller was aware of this before conclusion of the contract or that the Seller should have been aware of this.

Offsetting or withholding
The Buyer shall be entitled to offset or withhold payment only if the Buyer’s counterclaim has been legally established, is undisputed or has been acknowledged by the Seller. Assignment of existing claims against the Seller to third parties shall require the prior written consent of the Seller.

Retention of title
9.1.    The Seller shall retain title to the delivered goods until all existing amounts receivable by the Seller from the Buyer from this business relationship and amounts that will be receivable in the future from this relationship have been fulfilled. 
9.2.    The Buyer must handle contractual commodity with care and must insure it sufficiently against fire damage, water damage and theft for its new value at the Buyer’s own expense. Maintenance and inspection work that is required shall be carried out by the Buyer in a timely manner at the Buyer’s own expense.
9.3.    The Buyer may not pledge the goods before transfer of ownership and may not assign the goods to third parties for security. The Buyer shall mark these goods as the property of the Seller in a clearly visible manner.
9.4.    The Buyer shall be entitled to make onward sale of the goods in the ordinary course of business; however, the Buyer already assigns to the Seller all amounts receivable in the amount of the final invoice total of the amount receivable from the recipient or third parties that results for the Buyer from the onward sale, irrespective of whether the goods have been sold on without or following processing. The Buyer shall remain entitled to collect this amount receivable even after assignment. The right of the Seller to collect this amount receivable shall be unaffected by this. The Seller shall undertake not to collect this amount receivable as long as the Buyer satisfies its payment obligations from the payments taken over, does not default on payments and no significant worsening of the Buyer’s asset situation has occurred. If this should be the case, the Seller can demand that the Buyer informs the Seller of the assigned claims and their debtors, provides all information required for collection, hands over the corresponding documents and notifies the debtors (third parties) of the assignment.
9.5.    Processing or alteration of the goods by the Buyer shall always be performed for the Seller. If the goods are processed with objects that do not belong to the Seller, the Seller shall acquire co-ownership of the new item in the ratio of the value of the goods (final invoice total) to that of the other processed objects at the time of processing. In other regards, the same applies to the item created as a result of processing as to goods supplied subject to the retention of title.

Use of software and documentation, intellectual property, reverse engineering
10.1.  Insofar as software or other intellectual property is contained in the contractually agreed scope of delivery, the Buyer shall be granted a non-exclusive right to use the supplied software and other intellectual property including the documentation for same. This shall be transferred for use with the associated goods. Use of the software on more than one system shall be prohibited.
10.2.  All other rights to the software and its documentation and to other intellectual property including copies shall be retained by the Seller and/or the software supplier. The software can include software from third parties as component parts. The Buyer shall not be entitled to isolate individual component parts from the software. 
10.3.  The Seller shall retain ownership rights and copyright to samples, cost estimates, photographs, drawings, calculations, films, templates, slides, reproductions, blueprints and other documents (jointly referred to as “Documents”). These shall not be made accessible to third parties without the written consent of the Seller or used by the Buyer for itself or for third parties. This shall apply irrespective of whether they are marked as confidential. Otherwise the Seller shall be entitled to demand damages without prejudice to any other rights.
10.4.  Insofar as Documents form part of the contractually agreed scope of delivery, the Buyer shall be granted a simple, non-exclusive usage right for use in combination with the relevant goods. Use for other purposes, particularly for duplication etc., is explicitly excluded. 
10.5.  The Buyer shall be prohibited from carrying out reverse engineering.

11.1.  “Confidential Information” shall refer to business, marketing, technical, scientific, financial and other information, specifications, drafts, plans, drawings, software, prototypes or processing methods of the Seller or Buyer or their Affiliated Companies that are marked as confidential (or with a similar marking) at the time of disclosure by the Seller or Buyer or their Affiliated Companies, that are communicated under confidential circumstances or that would be regarded as confidential on the basis of sound business judgement by the Seller or Buyer.
11.2.  Confidential Information shall not include information for which (i) this information was or became generally known or publicly accessible without action being taken by the receiving contractual party, (ii) this information was already possessed by the receiving contractual party before the receipt of this information from the disclosing contractual party, (iii) the information was obtained legally by a third party that had the right to reveal this information, or (iv) the information was developed independently by a contractual party without access to the Confidential Information of the disclosing contractual party.
11.3.  The Seller and Buyer shall undertake to keep all Confidential Information strictly secret, not to reveal this information and not to use it for other purposes than this contract for the duration of the business relationship and for a period of two years beyond the end of this relationship. This shall apply with respect to all third parties, including unauthorised salaried employees or freelance staff, if the revealing of information is not necessary for the fulfilment of obligations that result from this contract. 
11.4.  The Seller and the Buyer shall conclude a confidentiality agreement with the corresponding content of this Section 11 with their salaried employees, freelance staff and other third parties in order to fulfil the obligations that result from this distributorship contract.

Place of performance, place of jurisdiction, applicable law
12.1.  The place of performance shall be the registered office of the Seller in Senden.
12.2.  The contractual relationship between the Seller and the Buyer shall be governed by the law of the Federal Republic of Germany subject to exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
12.3.  The Regional Court of Memmingen (Landgericht Memmingen) shall be the exclusive place of jurisdiction for all disputes arising from or in connection with this contractual relationship.

Last updated: October 2023