General Terms and Conditions (GTC)

General Terms and Conditions (GTC) of Wärme- und Glühtechnik GRUBE GmbH

Version dated 27 January 2026

Wärme- und Glühtechnik GRUBE GmbH
Alte Ziegelei 1
48734 Reken
Germany

Tel.: +49 (0) 2864 – 88 555 – 0
Fax: +49 (0) 2864 – 88 555 – 10
24 h: +49 (0) 180 – 56 56 3 – 56

1. Contractual Basis

These General Terms and Conditions (“GTC”) apply to all business relationships between Wärme- und Glühtechnik GRUBE GmbH (“we”, “us”) and its customers. They apply exclusively to customers who are entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, or special funds under public law. The customer’s own terms and conditions shall not apply unless we expressly agree to them in writing.

These GTC apply in particular to:

the sale and delivery of movable goods (“Goods”), whether manufactured in-house or procured from third parties;
the manufacture of works;
the performance of installation, repair, or service services.

Individual agreements with the customer (including ancillary agreements, supplements, or amendments) shall take precedence over these GTC. Written agreements or our written confirmation shall be decisive.

Legally relevant declarations by the customer (e.g. setting of deadlines, notice of defects, withdrawal, or reduction of price) must be made in writing or in text form (letter, email, fax). Mandatory statutory form requirements remain unaffected. References to statutory provisions are for clarification purposes only.

2. Offer and Acceptance, Documents

Our offers are non-binding and subject to change, even if we provide documents or information.

A customer order constitutes a binding offer to conclude a contract. We may accept this offer within four weeks either in writing or by performance.

All rights to plans, drawings, software, and other documents remain exclusively with us. The customer undertakes to treat such documents as confidential.

3. Prices

Unless otherwise agreed, our prices are exclusive of packaging, transport, and unloading and plus statutory VAT. Service and repair services are charged on a time-and-material basis.

Cost estimates are binding only if issued in writing and expressly marked as binding.

Additional costs such as customs duties, fees, or taxes shall be borne by the customer.

For delivery periods exceeding two months, price adjustments may be made due to increases in material, energy, or raw material costs (from a cumulative increase of 2%), provided we are not responsible for such increases.

4. Payment, Set-Off

Invoices are payable within 30 days of the invoice date.

Service or repair services that cannot be performed will be invoiced based on the effort incurred.

Advance payments may be required in cases of first-time deliveries, high order values, deliveries abroad, or advance material procurement.

Payments shall be credited in accordance with Sections 366 (2) and 367 BGB.

Set-off or retention is permitted only if counterclaims are undisputed or legally established.

If the customer becomes insolvent or unable to perform, we are entitled to refuse performance or, after setting a deadline, withdraw from the contract pursuant to Section 321 BGB.

5. Delivery and Performance Periods

Delivery and performance periods are approximate unless expressly agreed as binding.

In the case of delivery of goods, the period begins with dispatch of the order confirmation or after receipt of an agreed advance payment.

Delays for which we are not responsible (force majeure, labor disputes, additional orders) shall reasonably extend the delivery or performance period.

Binding delivery or performance periods require written confirmation.

6. Delivery/Performance and Transfer of Risk

The place of delivery and performance shall be agreed with the customer.

Partial deliveries are permitted.

We are entitled to withdraw from the contract if, despite a proper covering transaction, we are not supplied by our supplier.

The risk of loss or deterioration of the goods passes to the customer upon handover or, in the case of shipment, upon delivery to the carrier or freight forwarder.

In the case of work performance, acceptance shall determine the transfer of risk.

If the customer is in default of acceptance, we may charge a lump sum of 0.5% of the order value per calendar week, up to a maximum of 5%.

7. Retention of Title for Goods and Works

The goods remain our property until full settlement of all claims.

In the event of payment default, we may repossess the goods; transport costs shall be borne by the customer.

Processing or combination of the goods with other items shall be carried out on our behalf; we acquire co-ownership in proportion to the invoice value of the retained goods.

The customer may resell the goods in the ordinary course of business but may not pledge or assign them as security.

Seizures or interventions by third parties must be reported to us immediately in writing.

Upon request, securities shall be released if their value exceeds our claims by more than 10%.

8. Retention of Title for Service and Repair Services

Ownership of accessories, spare parts, and replacement units remains with us until full payment has been received.

We are entitled to a lien on repaired items, which also covers previous or related services.

9. Customer Cooperation in Work Performance

The customer shall support us in the performance of work services at its own expense.

The customer shall ensure occupational safety measures, inform us of applicable safety regulations, and enable the immediate commencement of work.

Any industrial property rights of third parties must be disclosed without delay.

10. Liability for Defects

The customer’s rights in the event of defects in goods, works, or legal title shall be governed by statutory provisions unless otherwise stipulated herein.

Defects must be reported in writing without undue delay:

obvious defects: within two weeks of delivery;
hidden defects: within three weeks of discovery.

Subsequent performance shall be provided at our discretion by repair or replacement/new manufacture.

The customer must grant us the necessary time and opportunity for subsequent performance.

Inspection and transport costs shall be borne by us if a defect actually exists; otherwise, such costs shall be borne by the customer.

In urgent cases, the customer may remedy the defect itself and must inform us without delay.

11. General Liability

We shall be liable for breaches of duty in accordance with statutory provisions.

In cases of intent or gross negligence, liability shall be unlimited.

In cases of simple negligence, we shall be liable only for:

damage resulting from injury to life, body, or health;
breach of essential contractual obligations (liability limited to the foreseeable, typical damage).

Limitations of liability do not apply in cases of fraudulent concealment or the assumption of a guarantee.

12. Limitation Period

The general limitation period is one year from delivery.

For buildings, building materials, or planning and supervisory services, the limitation period is five years.

Statutory special provisions (Sections 438 and 634a BGB) remain unaffected.

Claims for damages under Section 11 and product liability claims are subject to statutory limitation periods.

13. Governing Law and Jurisdiction

German law shall apply exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

The exclusive place of jurisdiction for merchants, legal entities under public law, or special funds under public law shall be Reken

We are also entitled to bring actions at the place of performance or at the customer’s general place of jurisdiction.

GRUBE GMBH