The following sales and delivery terms apply to the extent that they are not deviated from by explicit, written agreement between the parties. These sales and delivery terms are considered accepted upon the buyer's approval of the offer. The buyer waives the use of their own general or special terms of business.
1. Offer and Conclusion of Agreement
The establishment of an agreement requires either written confirmation from WATERCryst or the actual completion of the task. Offers issued by WATERCryst are non-binding. WATERCryst reserves the right to amend or revoke its offers to the extent that it is not unreasonable towards the buyer.
For units in the range of BIOCAT KS 5000-S and BIOCAT WS 2, as well as special systems, assistance from WATERCryst is required for commissioning. Offers from WATERCryst are not binding as a general rule. Production equipment, drawings, and similar items forming the basis of an offer are always to be considered as property of WATERCryst.
2. Delivery and Place of Delivery
Unless otherwise agreed, all services of WATERCryst are delivered from the factory. WATERCryst fulfills its part of the agreement by preparing the packaged goods and making them ready for collection from the warehouse at WATERCryst. From the time of collection, all responsibility and risk transfer to the contracting party. Delivery deadlines and times are only binding if expressly stated as such. In all other cases, delivery times serve as information about expected delivery and do not constitute a breach of contract if not met. In connection with agreed delivery times, WATERCryst also assumes no responsibility for damages, losses, or indirect losses due to delayed delivery.
Termination of the agreement by the contracting party due to non-compliance with delivery deadlines is only possible if a grace period has been agreed upon, and WATERCryst does not meet this deadline. The deadline must be at least 4 weeks.
3. Return
Return of undamaged goods in original packaging requires explicit consent from WATERCryst. Goods purchased over 12 months ago and special systems cannot be returned as a general rule. The cost of return is covered by the buyer. WATERCryst's costs are deducted from the credited amount, however, at a minimum of 10% of the purchase price.
4. Payment Terms
All services are invoiced by WATERCryst according to the current price list. All prices are inclusive of packaging and exclusive of any applicable VAT from the factory. The invoice must be paid net within 30 days after delivery or within 10 days with a 3% discount in euros.
Service billing must be paid net within 7 days. In case of delays, the contracting party is obliged to pay default interest of 8% annually and is liable to pay damages according to the general rules of compensation. WATERCryst is entitled to withhold deliveries as long as payment claims have not been fully or partially satisfied by the partner.
Offsetting with counterclaims or exercising a right of retention, especially due to alleged defects, is only permitted if the counterclaim or alleged defect has been acknowledged in writing by WATERCryst or legally determined by a court.
5. Warranty and Liability
WATERCryst guarantees that the delivered products meet the specifications described in the product description for a period of two years. The warranty period begins with the purchase of the units or at the latest with the installation of the units in the water supply. The installer's invoice or the commissioning protocol from WATERCryst serves as documentation. A prerequisite for the application of the warranty is precise compliance with and consideration of all references stated in the product description as well as installation by a specialized or authorized installer.
WATERCryst is not liable for defects or deficiencies attributable to improper handling, transportation, storage, assembly, or other neglect by parties other than WATERCryst, or for extraordinary or ordinary wear and tear.
The geographical scope of the warranty includes Denmark, Germany, Austria, and the Netherlands. Deviating agreements are possible. In case of warranty claims, the demands from the contracting party are fulfilled by WATERCryst through repair or delivery of a flawless product. Furthermore, no further claims for additional warranties exist.
Compensation from WATERCryst can only be claimed to the extent covered by WATERCryst's liability insurance. Claims for compensation that are based only to a small extent on WATERCryst's negligence are excluded from the agreement. The warranty can only be invoked if defects from WATERCryst are reported within 10 days after they occur. The contracting party is obliged to immediately and accurately inspect the delivered product for defects and deficiencies.
WATERCryst is not liable for damage to the buyer's or third-party property caused by defects in the delivered product. WATERCryst's liability in no case includes loss of profits, loss of time, loss of earnings, or any other indirect loss incurred by the buyer or third party.
6. Retention of Title
WATERCryst reserves ownership of the products until all of the contracting party's obligations are fulfilled. This also includes obligations from other agreements. The buyer has no other rights than those transferred by the concluded purchase agreement.
In case of default in payment, WATERCryst is entitled to immediately demand the return of the delivered goods, which remain the property of WATERCryst, without requiring explicit termination or rescission of the agreement or a new payment deadline.
The contracting party hereby agrees that WATERCryst may retrieve products without prior judicial assistance. In case of resale of products subject to retention of title, this also applies to third parties. The buyer must thus indemnify WATERCryst against any third-party claims. If the buyer does not pay WATERCryst, and the buyer has resold the product to a third party, WATERCryst is entitled, in case of default in payment, to demand the product back from the third party.
7. Place of Performance and Jurisdiction for Buyer
The place of performance and jurisdiction for all deliveries, services, and payments is Haan, Germany, even if the transfer takes place elsewhere. German law applies to the legal relationship between the parties. Payments are considered made only when the payment is received in WATERCryst's account.
8. Applicable Law and Jurisdiction
All agreements between WATERCryst and the contracting parties are subject to German law, excluding the UN Convention on Contracts for the International Sale of Goods. Jurisdiction for all legal disputes between WATERCryst and the contracting party is a court with jurisdiction to hear cases in Haan. However, WATERCryst is entitled to bring an action against the other party to the agreement before any court with the appropriate jurisdiction.
9. Force Majeure
The following circumstances lead to force majeure if they prevent the fulfillment of the agreement or make fulfillment unreasonably burdensome: labor disputes and any other circumstance beyond the control of the parties, such as fire, war, mobilization, or military conscription of a corresponding extent, requisition, seizure, currency restrictions, riots and disturbances, lack of transportation, general scarcity of goods, restrictions on fuel, and defects or delays in deliveries from subcontractors due to any of the circumstances mentioned in this paragraph.
Circumstances mentioned lead to force majeure only if their influence on the fulfillment of the agreement could not be foreseen at the time of the conclusion of the agreement.
The party wishing to invoke any ground of force majeure as mentioned in point 9 must immediately notify the other party thereof in writing upon its occurrence and cessation. In case of force majeure on the part of the buyer, the buyer shall cover the costs incurred by WATERCryst to secure and protect the product.
August 2023