Terms and Conditions

Article 0 – Definitions
0.1 – Contractor: the civil law partnership Pollutex with its registered office in Bruchsal.
0.2 – Client: the person or company with whom the contract is concluded.
0.3 – Parties: Contractor and Client.
0.4 – Offer: any quotation and/or offer submitted by the Contractor to the Client, including any associated appendices.
0.5 – Contract: any contract concluded by the Parties for the performance of work or the purchase and sale.

Article 1 – Applicability
1.1 – These general terms and conditions apply to and form part of all offers submitted by the Contractor and all contracts concluded.
1.2 – General terms and conditions of the Client are expressly rejected by the Contractor.

Article 2 – Conclusion of Contract
2.1 – All offers are non-binding unless expressly agreed otherwise in writing. All advice provided by the Contractor and calculations, designs, models, drawings, dimensions, and other product specifications submitted have been prepared or produced with care but are non-binding. Samples, drawings, or models shown or submitted serve only as a general representation of the products offered. No claims can be derived from them.
2.2 – A contract is concluded when the order is signed by the Client. The written order or signed contract is deemed to be a complete and accurate record of the contract content.
2.3 – The conclusion of contracts or their confirmation by the Contractor is subject to the condition precedent that information obtained by the Contractor does not indicate that the Client has insufficient creditworthiness. The Contractor may invoke this condition precedent only within 14 days of contract conclusion or dispatch of the order confirmation by written notice to the Client. In the event of such invocation, the contract is deemed dissolved. In this case, the Client cannot assert any claims for compensation.
2.4 – With regard to activities and work for which, due to their nature or scope, neither an offer nor an order confirmation is sent, nor a contract signed, the contract may be proven in any legally permissible manner. In any case, the invoice received by the Client, unless the Client immediately objects, accurately and completely reflects the agreement reached and serves as order confirmation.
2.5 – The Contractor is entitled to require security from the Client upon or after conclusion of the contract regarding the fulfillment of all obligations before providing (further) performance.
2.6 – The Contractor is authorized—if deemed necessary—to engage third parties for the proper fulfillment of the contract. The costs thereof will be passed on to the Client in accordance with the submitted quotation. Where possible, this will be discussed with the Client.
2.7 – Deviations from a concluded contract must be recorded in a document signed by both Parties.

Article 3 – Delivery Period
3.1 – Delivery periods stated by the Contractor are not final deadlines and are non-binding at all times. The Contractor is obligated to adhere to the stated delivery period as accurately as possible. Except in cases of intent or gross negligence, the Client does not have the right to claim damages, refuse acceptance of the product, or dissolve the contract in whole or in part in the event of exceeding the delivery period.
3.2 – If the Client has not accepted the products after expiration of the delivery period, they will be stored at the Client’s expense and risk.

Article 4 – Delivery
Products are delivered ex works unless expressly agreed otherwise in writing.

Article 5 – Prices and Price Changes
5.1 – The Contractor’s quotations are exclusive of VAT and inclusive of packaging costs. The Contractor is entitled to pass on changes in the cost components described in this paragraph to the Client.
5.2 – The Contractor is authorized to invoice additional services separately, even if not commissioned in writing to provide the additional services or if the price thereof has not been agreed in advance. The provisions of the previous paragraph of this Article apply accordingly to the calculation of the price of additional services.

Article 6 – Force Majeure
6.1 – Force majeure on the part of the Contractor exists when, after conclusion of the contract, the Contractor is unable to fulfill its obligations under the contract due to war, threat of war, riot, civil unrest, fire, water damage, flooding, work stoppage, factory occupation, import or export restrictions, government measures, machinery defects, disruption in the supply of energy, or any other circumstance that wholly or partially prevents fulfillment of obligations, or where it cannot reasonably be required of the Contractor to fulfill its obligations, regardless of whether this circumstance was foreseeable at the time of contract conclusion. Force majeure also exists if such a circumstance occurs at a third-party company on which the Contractor depends for the fulfillment of the contract.
6.2 – If the force majeure persists for a continuous period of more than 6 months, both Parties are entitled to dissolve the contract. The Parties declare that they will not assert any claims for compensation in this case.
6.3 – The Contractor is entitled to demand payment for services rendered in the course of fulfilling the contract before the circumstances causing the force majeure occurred.

Article 7 – Payment
7.1 – Unless otherwise agreed in writing, all invoice payments must be made without any discount or set-off no later than 14 days after the invoice date by bank transfer to the bank account specified by the Contractor. The value date stated in the Contractor’s account statements is decisive and also serves as the payment date.
7.2 – If the Contractor has agreed with the Client that payment will be made through a banking institution, or that security will be provided by means of a documentary credit or bank guarantee, the Client guarantees that this will be done through a first-class bank. If the Contractor can reasonably doubt the stated qualifications, it is entitled to reject the proposed bank and select another bank.
7.3 – If an amount due is not paid within 14 days of the invoice date, the Client owes the Contractor interest at a rate of 1.5% per month on the entire invoice amount or the remaining portion thereof from the invoice date until full settlement, without notice of default.

Article 8 – Ownership
8.1 – Products delivered by the Contractor to the Client remain the property of the Contractor until the Client has paid the entire purchase price of the relevant product.
8.2 – As long as products from the Contractor are located at the Client’s premises in accordance with Art. 8.1, the Client must properly insure them against the usual risks.
8.3 – The Client may use products subject to retention of title only in the course of normal business operations. The Client is expressly prohibited from using these products as a pledge or security in favor of third parties.
8.4 – If the Client fails to fulfill its payment obligation described in Art. 7.1 with respect to the relevant products, the Contractor is entitled, without notice of default, to take possession of the products belonging to the Contractor as described in Art. 8.1 and remove them from the Client’s premises.

Article 9 – Complaints
9.1 – The Client is obligated to immediately inspect upon delivery whether the delivered products have any defects or damage, or to carry out this inspection after the Contractor has notified that the products are ready for collection. Any complaints, including those regarding the quality, dimensions, weight, or packaging of the delivered products, must be reported by the Client to the Contractor in writing no later than 3 days after receipt of the products.
9.2 – Defects that cannot reasonably be detected within this period must be reported to the Contractor immediately after they are detected, but in any case within the warranty period, in writing.
9.3 – If a complaint is not reported within the period(s) specified in this Article, the Client forfeits any claim based on the relevant defects.
9.4 – The Client is not free to return the products before the Contractor has approved such return in writing.

Article 10 – Warranty
10.1 – The Contractor guarantees to the Client or the first actual user of a product delivered by the Contractor the solid construction and proper quality of the delivered product. Based on this warranty, the Contractor has exclusively the following obligations:
a. If a defect (any characteristic that prevents the Client from using the delivered product for normal use) is reported in writing to the Contractor within one year of the date on which the relevant product was delivered to the Client, all costs associated with repair or replacement—to the extent determined exclusively by the Contractor, including 50% of freight costs—will be borne by the Contractor. The Client is obligated to offer the products to the Contractor for repair if necessary. The Contractor will endeavor to complete the repair work as soon as possible. This work will generally be performed during normal working hours. No repair work will be performed on Sundays and public holidays.
b. These periods begin on the delivery date.
10.2 – The warranties described in Art. 10.1 expire:
– after expiration of the period described in Art. 10.1 ;
– if the Client has not reported a defect to the Contractor within 3 days of detecting it;
– if the Client or the first user has carried out repairs without the Contractor’s consent;
– in case of improper use, including non-compliance with storage, maintenance, application, and operating instructions; or
– if the Client has installed incorrect parts or non-original parts.

Article 11 – Contractor’s Liability
11.1 – Taking into account the provisions of Art. 9, in the event of delivery of defective products, the Contractor is entitled to repair the delivered products, or to either refund the purchase price to the Client upon return of the delivered products, or to replace the products with similar, equivalent products. Otherwise, the Client cannot assert any claims for compensation.
11.2 – Liability of the Contractor for any damage, including any environmental damage and any consequential damage that the Client or a third party may suffer due to the use of products delivered by the Contractor, is excluded, except in cases of intent or gross negligence. The same applies to the content of product information provided by the Contractor for the delivered products.
11.3 – In any case, the Contractor’s liability will be limited to the amount corresponding to the purchase price of the relevant products delivered to the Client.
11.4 – The Client indemnifies the Contractor against all claims by third parties arising from the quality of the products delivered to the Client or services rendered.

Article 12 – Dissolution, Extrajudicial Costs
12.1 – If the Client fails to fulfill any obligation arising from the contract concluded with the Contractor, or fails to do so on time or properly, the Client is in default, and the Contractor is entitled, without notice of default or judicial intervention:
– to suspend fulfillment of the contract and directly related contracts until fulfillment of the relevant obligation is sufficiently secured, or
– to dissolve the contract and related contracts in whole or in part, without the Contractor being obligated to pay any compensation.
12.2 – If the Client is declared bankrupt or granted a moratorium on payments, or if the Client’s products are (partially) seized, all contracts concluded with the Client are dissolved, unless the Contractor notifies the Client within a reasonable period that it requires fulfillment of (part of) the relevant contract.
12.3 – If the Contractor incurs judicial or extrajudicial legal assistance costs due to non-performance on the part of the Client, the Client must reimburse the Contractor for these costs.

Article 13 – Cancellation
13.1 – If the Client wishes to dissolve the contract concluded with the Contractor, and the Contractor agrees in writing, the Client is obligated, unless otherwise agreed in writing, to take over the materials and raw materials purchased by the Contractor—possibly on a forward basis—whether or not processed, at the price determined or to be determined by the Contractor, and additionally to pay the Contractor a fixed compensation of at least 20% of the agreed price, including for loss of profit, without prejudice to other rights to which the Contractor is entitled by law, including the right to claim full compensation.
13.2 – The Client indemnifies the Contractor against all claims by third parties arising from the cancellation of the order by the Client.

Article 14 – Choice of Law and Jurisdiction
14.1 – The legal relationship between the Parties is governed exclusively by German law.
14.2 – In the event of disputes arising from the contract, the German court, to the exclusion of all other authorities, has jurisdiction. Place of performance and jurisdiction for both Parties is Bruchsal. If the buyer is a merchant or a legal entity under public law, the exclusive jurisdiction of the Bruchsal Local Court is deemed agreed.