GTC

I. Conclusion of contract and contractual basis

a)
The buyer is bound to his order (contract offer) for four weeks. The purchase contract is concluded when Pipersberg confirms acceptance of the order (contract offer) in writing within this period (order confirmation). Pipersberg is obliged, after checking the deliverability and the other contractual details, to immediately notify the customer in writing of any rejection of the order.

b)
Unless otherwise agreed in writing, Pipersberg’s terms and conditions of sale, delivery and payment shall apply exclusively to all contracts between the purchaser and Pipersberg. The buyer’s general terms and conditions shall not become part of the contract if they conflict with Pipersberg’s terms and conditions of sale, delivery and payment – express exclusion. This also applies if the buyer’s order (contract offer) is made with reference to the buyer’s General Terms and Conditions and Pipersberg does not object to the buyer’s General Terms and Conditions.

c)
All agreements between the buyer and Pipersberg must be in writing to be effective. This also applies to collateral agreements, warranties and subsequent amendments to the contract.

d)
Catalog and brochure illustrations, drawings and weight specifications are not authoritative for the execution of the ordered goods in all details unless they are designated by Pipersberg as binding in the order confirmation. Offers from Pipersberg are subject to change; cost estimates are non-binding. Pipersberg retains ownership and copyright to cost estimates, drawings and other documents in the offer, even if a contract is concluded, unless expressly agreed otherwise. They may not be made accessible to third parties without consent and must be handed over on request or if the order is not placed.

e)
Models produced on behalf of the customer shall remain the property of Pipersberg, even if the customer bears a proportion of the costs of producing the model.

f)
Transfers of rights and obligations of the buyer arising from the contract with Pipersberg, in particular the right to delivery, rectification of defects and compensation for damages, are only permitted with the prior written consent of Pipersberg.

g)
If Pipersberg supplies items that are marked with a trademark, these items may only be used in connection with the products manufactured by the buyer with our consent or with the written consent of the trademark owner.

h)
If deliveries are made in accordance with drawings or other information provided by the purchaser and if this infringes third-party property rights, the purchaser shall indemnify Pipersberg against all third-party claims; in this case Pipersberg shall not be obliged but shall be entitled to demand reimbursement of the costs incurred to date.

II Prices

a)
The agreed prices shall apply free place of destination, including packaging and loading at the factory, unless otherwise agreed in individual cases.

b)
Price changes are only permissible if there are more than 4 months between the conclusion of the contract and the agreed delivery date; in this case the Pipersberg price valid on the day of delivery shall apply. In the event of a price increase of more than 10% in relation to the initially agreed purchase price, the buyer shall be entitled to withdraw from the purchase contract, unless Pipersberg is prepared to deliver at the originally agreed purchase price. Further rights of the buyer are excluded.

c)
If packaging systems are used, Pipersberg only charges the minimum rent. The buyer is therefore obliged to return these crates immediately, otherwise Pipersberg is entitled to charge an appropriate additional rent.

d)
The calibration fees valid at the time of delivery apply.
e)
We charge a dangerous goods flat rate for each shipment of dangerous goods.
This is to be paid irrespective of any freight-free limit.

III Payment

a)
Payment of the purchase price must be made regularly without deduction in EUR or the currency of the invoice issued. Pipersberg’s invoices are payable within 30 days of notification of readiness for dispatch and invoice date without any deduction; repairs and other services are payable within 14 days without deduction. Payment by bill of exchange is only permitted on the basis of a special prior written agreement. In accordance with the statutory provisions, bills of exchange shall only be accepted by Pipersberg on account of performance. Credit notes for bills of exchange or checks are always subject to receipt and the consequences with value date of the day on which Pipersberg can dispose of the equivalent value. Discount, charges and any tax on bills of exchange shall be borne by the buyer.

b)
If partial payments have been agreed, the entire remaining debt – irrespective of the due date of any bills of exchange – shall be due for payment immediately if the buyer, who is not registered as a merchant in the commercial register, is in default with at least two consecutive installments in whole or in part and the amount with whose payment he is in default amounts to at least 10% of the purchase price. If the buyer, who is registered as a merchant in the commercial register, is 14 days in arrears with an installment, if he suspends his payments or if insolvency proceedings are instituted against his assets, the entire remaining debt shall be due immediately.

c)
The buyer can only offset against Pipersberg’s claims if the buyer’s counterclaim is undisputed or if a legally binding title exists. The buyer may only assert a right of retention insofar as it is based on claims arising from the purchase contract.

d)
If the buyer is in default of payment, Pipersberg shall charge default interest in the amount of 8 percentage points above the base interest rate applicable at the time of the due date. They are to be set higher if Pipersberg proves a charge with a higher interest rate.

IV. Delivery and delay in delivery

a)
The delivery periods or delivery dates stated by Pipersberg in the order confirmation are non-binding, unless they have been expressly agreed there in writing as binding. Delivery periods begin with the conclusion of the contract. If changes to the contract are subsequently agreed, the originally agreed delivery period shall commence anew, unless otherwise agreed. The agreed delivery period shall be deemed to have been met upon timely notification of readiness for dispatch, even if dispatch is not effected for reasons for which Pipersberg is not responsible.

b)
Pipersberg is also entitled to make delivery – including partial delivery – before the expiry of the delivery period or before the delivery date.

c)
Six weeks after a non-binding delivery date or a non-binding delivery period has been exceeded, the buyer may request Pipersberg in writing to deliver within a reasonable period of time. This grace period may not be less than 30 days. In addition to delivery, the buyer can only demand compensation for the damage caused by delay if Pipersberg is guilty of intent or gross negligence due to exceeding the delivery date. In the event of default, the buyer may also set Pipersberg a reasonable grace period in writing, stating that he will refuse to accept the object of purchase after expiry of the grace period. After unsuccessful expiry of this period, the buyer is entitled to withdraw from the contract by written declaration or to claim damages for non-performance. If the buyer is a legal entity under public law, a special fund under public law or a merchant for whom the contract is part of the operation of his commercial business, he shall only be entitled to claim damages in the event of intent or gross negligence on the part of Pipersberg. The buyer’s claim to delivery is excluded if he makes use of the aforementioned claims.

d)
Force majeure, riots, strikes, lockouts and significant operational disruptions for which we are not responsible shall extend the binding and non-binding delivery periods or delivery dates by the duration of the disruptions caused by these circumstances.

e)
We reserve the right to make technical changes as well as changes in shape, color and/or weight, provided that the object of purchase is not significantly changed and the changes are reasonable for the buyer.

f)
Details in descriptions of the scope of delivery, appearance, performance, dimensions and weight of the object of purchase valid at the time of conclusion of the contract are part of the contract, they are to be regarded as approximate and not warranted characteristics, but only serve as a yardstick for determining whether the object of purchase is in accordance with the contract and free of defects, unless certain characteristics are expressly warranted by Pipersberg at the time of conclusion of the contract. If Pipersberg uses symbols or numbers to designate the order or the ordered object of purchase, no rights can be derived by the buyer from this alone.

g)
If the buyer is in arrears with payments due to Pipersberg – also from earlier contracts -, if the buyer’s bills of exchange are protested, if checks are not honored, if the buyer suspends payments or if insolvency proceedings are opened against his assets, Pipersberg is only obliged to deliver against advance payment in cash.

V. Classification

If the buyer places an order without declaring before conclusion how the delivery is to be divided up, it shall be placed in approximately equal monthly quantities spread over the delivery period. If the buyer does not call or does not call in time or does not specify, Pipersberg shall be entitled either to deliver at its own discretion or call or, after setting a deadline to no avail, to claim damages for non-performance or to withdraw from the part of the contract that has not yet been fulfilled.

VI Transfer of risk and shipment

a)
The risk of deterioration shall pass to the buyer when the object of purchase is handed over to a carrier, but at the latest when it leaves Pipersberg’s premises.

b)
Pipersberg has the choice of shipping route and mode of transportation, unless expressly agreed otherwise. Claims arising from the choice of shipping route and mode of transportation can only be asserted against Pipersberg in cases of gross negligence or intent.

c)
Shipments shall be insured by Pipersberg against breakage during transportation, unless the buyer expressly waives this. Any breakage damage must be documented by certificates from the forwarding agent or carrier, otherwise the buyer shall have no claim for compensation.
Goods notified as ready for dispatch must be called off by the buyer immediately, otherwise Pipersberg shall be entitled to store them at its own discretion at the buyer’s expense and risk.

VII Acceptance and default of acceptance

a)
The buyer is obliged to accept the goods delivered or reported ready for dispatch in accordance with the contract.

b)
If the offered goods have significant defects which are not completely remedied within a period of 14 days despite the buyer’s complaint, the buyer may refuse acceptance.

c)
If the buyer refuses acceptance after the expiry of a reasonable grace period set for him (at least 8 days for merchants, at least 14 days for non-merchants) or if the buyer expressly declares beforehand that he does not wish to accept, Pipersberg may withdraw from the contract or demand compensation for non-performance.

d)
Pipersberg may demand 20% of the purchase price without deductions as compensation for non-performance in the event of default of acceptance by the buyer, unless the buyer proves that no damage has been incurred at all or not in the amount of the lump-sum compensation. However, Pipersberg is entitled – especially in the case of custom-made products – to claim higher, proven damages.

VIII Retention of title

a)
The delivered goods remain the property of Pipersberg until the agreed purchase price has been paid in full. The retention of title shall also remain in force for all claims that Pipersberg subsequently acquires against the buyer in connection with the goods sold, e.g. due to repairs or spare parts deliveries as well as other services.

b)
If the buyer is a legal entity under public law, a special fund under public law or a merchant entered in the commercial register for whom the contract is part of the operation of his commercial business, the retention of title shall also apply to such claims of Pipersberg which exist from ongoing business relations with the buyer.

c)
The buyer undertakes to safeguard Pipersberg’s reserved title even if the delivered goods are not intended directly for the buyer but for third parties. In this case, the buyer must expressly inform the third party of Pipersberg’s retention of title. The buyer must treat the goods subject to retention of title with care. Pipersberg must be notified immediately in writing of any change of location and interventions by third parties, in particular seizures.

d)
For the duration of the retention of title, the buyer is only entitled to possess and use the purchased goods as long as he fulfills his obligations arising from the retention of title and is not in default of payment. If the buyer is in default of payment or fails to meet his obligations arising from the retention of title, Pipersberg may demand the return of the object of purchase from the buyer and, after giving written notice with a reasonable period of notice, realize the object of purchase by private sale at the best possible price, offsetting the proceeds of the sale against the purchase price. If Pipersberg demands the return of the goods subject to retention of title, the buyer is obliged to return the goods subject to Pipersberg’s retention of title to Pipersberg immediately, excluding any rights of retention – unless they are based on the relevant purchase contract.

e)
The buyer shall bear all costs for the return and utilization of the object of purchase. The realization costs amount to 10% of the realization proceeds including VAT without special proof. They shall be set higher or lower if Pipersberg proves higher costs or the buyer proves lower costs. The proceeds will be credited to the buyer after deduction of the costs and other claims of Pipersberg in connection with the purchase contract.

f)
As long as Pipersberg’s retention of title exists, the goods sold may only be sold, pledged, transferred by way of security, leased or otherwise transferred to third parties or modified with Pipersberg’s prior written consent.

g)
If the goods subject to retention of title are seized, the bailiff and the seizing creditor must be informed immediately of Pipersberg’s retention of title.

IX. Extended retention of title

a)
If the goods delivered by Pipersberg are resold by the buyer with/or without the consent of Pipersberg prior to full payment, the buyer assigns his claims against his customer from the sale of the goods delivered by Pipersberg under retention of title up to the amount of Pipersberg’s claim from this delivery. This also applies analogously in the case of processing and connection on behalf of a third party. If the goods delivered by Pipersberg are combined with another movable item in such a way that they become an integral part of this other item, which is to be regarded as the main item, the buyer hereby assigns Pipersberg co-ownership of the new item on a pro rata basis. The buyer is obliged to disclose this assignment in favor of Pipersberg or the proportionate co-ownership of the main item in the event of transfer or processing at Pipersberg’s request.

b)
The buyer shall be entitled at any time to provide security by providing a sufficient bank guarantee, in which case Pipersberg’s retention of title – including extended retention of title – shall expire.

X. Warranty

a)
Pipersberg warrants that the goods delivered by Pipersberg are state of the art and free of defects.

b)
The warranty period is 12 months; in the case of the purchase of consumer goods (§ 474 BGB) 24 months or 12 months for used goods. It shall commence upon delivery of the goods or upon notification of readiness if the Buyer is in default of acceptance.

c)
The buyer must notify Pipersberg in writing of any obvious defects without delay, at the latest within 2 weeks of receipt of the goods at the place of destination or notification of readiness in the event of default of acceptance, specifying the defects complained of in detail and, in the case of a majority of delivered goods, stating the number of defective items. If the complaint deadline is not met, Pipersberg is no longer obliged to provide a warranty, even if the 12-month warranty period has not yet expired, unless it is a purchase of consumer goods.

d)
Defects that cannot be detected immediately even after careful inspection (non-obvious defects) must be reported within 2 weeks of discovery or disclosure at the latest.

e)
Pipersberg shall have no warranty obligations if the defects complained of are causally related to the fact that the object of purchase has been improperly handled or overused, parts whose use has not been approved by Pipersberg have been installed in the object of purchase or the buyer has not followed the instructions for handling, maintenance and care of the object of purchase.

f)
Natural wear and tear is excluded from the warranty.

g)
In the event of justified complaints, the buyer shall initially only be entitled to rectification of defects, unless the purchase is of consumer goods. However, Pipersberg is entitled to make a replacement delivery instead of rectification. Repairs under warranty shall be carried out in accordance with technical requirements by replacing or repairing defective parts without charging the necessary labor, material and freight costs. Replaced parts become the property of Pipersberg.

h)
If the defect cannot be rectified or if further attempts to rectify the defect are unreasonable for the buyer or the ordering party, the buyer or the ordering party shall only have the right to withdraw from the contract or to demand a reduction (reduction in payment) instead of rectification. Claims for damages, in particular for consequential damage, are excluded. The buyer or ordering party shall not be entitled to a replacement delivery. However, this shall not affect Pipersberg’s right to make a replacement delivery instead of rectification.

i)
Pipersberg must be given the opportunity to ascertain the defect complained of on site itself or through a representative. If third parties attempt to rectify defects or make other changes to the defective object of purchase prior to this determination by the buyer without the express written consent of Pipersberg, any warranty claims of the buyer against Pipersberg shall lapse. This does not apply if a defect in goods already installed and delivered by Pipersberg can only be detected subsequently and an emergency repair is unavoidable to avoid consequential damage. In this case, however, Pipersberg must be notified of the defect and the intended emergency repair by telephone, fax or e-mail. Otherwise the warranty claim against Pipersberg expires.

j)
Pipersberg shall only be liable for third-party products delivered by Pipersberg – insofar as it is a purchase of consumer goods – to the extent that Pipersberg’s supplier is liable, unless Pipersberg is guilty of gross negligence or intent when selecting the supplier or Pipersberg has forwarded the goods delivered by the upstream supplier to the buyer despite recognizing a defect or the upstream supplier has restricted its warranty in a legally inadmissible manner.

XI. Exclusion of liability

a)
Claims for compensation for indirect damage or consequential damage due to a defective meter/controller/measuring device are excluded. This includes, for example, lost profit or turnover. Warranty claims exceeding the value of the goods delivered are also excluded.

b)
Cancellation of the contract and returns for custom-made products are excluded. Custom-made products are items that are not manufactured in series or not included in the standard price lists. The customer shall be liable for ensuring that the rights of third parties are not infringed by the use of drawings, samples and similar aids sent in. According to §312 d. Para. 4 BGB, there is no right of withdrawal for distance contracts for the delivery of goods made to customer specifications. Any custom-made products according to customer specifications are included and cannot be revoked after the order has been placed and confirmed.

c)
Pseudomonas; microbiological safety of water meters:
A sample must be taken as part of an incoming goods inspection within 5 days of delivery of the water meters. Any later removal will invalidate the guarantee of microbiological safety. For medium-term storage (on whose ambient temperatures we have no influence) after our delivery of goods (longer than 5 days), there is a low probability that later sampling (i.e. after more than 5 days) will make sampling (membrane filtration) for Pseudomonas Aeruginosa impossible due to covering colony contamination (harmless).

XII Place of performance, place of jurisdiction, applicable law

a)
The place of performance for deliveries, services and payments as well as for all other mutual claims arising from the contract is Remscheid.

b)
The law of the Federal Republic of Germany shall apply. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply.

c)
If the Buyer is a registered merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all present and future claims arising from the business relationship, including claims arising from bills of exchange and checks, shall be Remscheid Local Court or Wuppertal Regional Court. The same place of jurisdiction shall apply if the buyer has no general place of jurisdiction in Germany, moves his domicile or usual place of residence out of Germany after conclusion of the contract or his domicile or usual place of residence is not known at the time the action is filed.

d)
By accepting the order confirmation, the buyer consents to the processing of the personal data arising in connection with the business relationship in our electronic data processing.

XIII Partial ineffectiveness

Should individual contractual provisions be invalid or become invalid due to new statutory provisions, this shall not affect the validity of the remaining provisions, provided that the purpose of the contract can still be achieved. The contracting parties are then obliged to replace an invalid provision with a provision that comes as close as possible to the invalid provision in a legally permissible manner. The same applies if a gap requiring supplementation should arise during the execution of this contract.