General Terms & Conditions of Purchase

§ 1 General / Scope of Application

(1) The Terms and Conditions shall apply to all present and future business relations between Giebel FilTec GmbH (hereinafter referred to as Giebel FilTec) and the purchaser. They shall only apply to entrepreneurs exercising their commercial or independent professional activities and to legal entities under public law.

(2) Deviating, conflicting or supplementary general terms and conditions of the purchaser shall not become part of the contract, even if Giebel FilTec is aware of them, unless their validity is expressly agreed to in writing.

(3) The General Terms and Conditions of Giebel FilTec shall also apply if Giebel FilTec, being aware of conflicting or deviating general terms and conditions of the purchaser, carries out the delivery to the purchaser without reservation.

§ 2 Offer / Offer Documents / Non-availability of Performance

(1) Offers are subject to change.
Statements made by Giebel FilTec relating to goods and prices during the order process are non-binding.
On the order form, the purchaser declares the binding application for the conclusion of a purchase contract. Giebel FilTec will confirm the receipt of the order immediately by e-mail. The confirmation of receipt does not constitute a binding acceptance of the order. However, Giebel FilTec may combine the acceptance of the order with the confirmation of receipt. The acceptance by Giebel FilTec shall be deemed to have taken place at the latest upon delivery of the ordered goods by Giebel FilTec. An explicit declaration of acceptance by Giebel FilTec is not required towards the purchaser.

(2) Agreements deviating from the order are only effective if they are confirmed by Giebel FilTec in writing or by e-mail.

(3) If, until the execution of the order, significant increases in raw material prices, wages, taxes, public charges and / or impediments resulting from laws and / or legally binding regulations of other kind occur, which demonstrably have a significant influence on the offer calculation of Giebel FilTec, Giebel FilTec shall be entitled to charge an appropriate price surcharge. Significant in the sense of this provision are changes of at least 10%.

(4) Giebel FilTec reserves the right to make technical changes as well as changes in shape, color and/or weight within reasonable limits.

Compliance with technical data or other information / details from catalogs, printed matter, parts lists and / or drawings / sketches and the like shall only be confirmed to the extent that individual data, dimensions or details thereof are expressly included in the technical description of the offer. In the case of blanket reference to documents or drawings, only the function shall be deemed confirmed.

(5) Obviously recognizable errors in the offer or the written order confirmation shall entitle Giebel FilTec to withdraw from the contract without prejudice to any other rights. In this respect, the purchaser shall not be entitled to claim damages.

(6) If the order is to be qualified as an offer according to § 145 BGB (German Civil Code), Giebel FilTec may accept it within 4 weeks.
The acceptance may be declared either in writing or by providing the service and notifying the purchaser thereof or by delivering the goods to the purchaser.

(7) The conclusion of the contract shall be subject to Giebel FilTec’s suppliers delivering to Giebel FilTec in due time and in conformity with the contract. This shall only apply in case Giebel FilTec is not responsible for the non-delivery, in particular in case of a congruent covering transaction with the supplier of Giebel FilTec. In addition to unforeseen, unavoidable events beyond Giebel FilTec’s control, Giebel FilTec shall in particular not be responsible for the lack of self-delivery due to an epidemic, pandemic (e.g. the Corona pandemic), epidemic or official measures such as quarantine.
If Giebel FilTec is nevertheless unable to perform, Giebel FilTec shall be entitled to withdraw from the obligation to perform. The purchaser shall be informed immediately about the non-availability of the performance. The counter-performance of the purchaser shall be refunded without delay.

(8) Giebel FilTec reserves the property rights and copyrights to illustrations, drawings, calculations and other documents; they may not be made accessible to third parties. This shall apply in particular to written documents marked “confidential”. Any disclosure to third parties requires the express written consent of Giebel FilTec.
These documents shall be returned to Giebel FilTec free of charge without request as soon as they are no longer required. The purchaser shall be liable for loss and damage. Upon request, these items/documents shall be returned at any time. The purchaser shall not be entitled to a right of retention. Documents / items shall be kept in a safe place and may not be reproduced without the prior written consent of Giebel FilTec.
In the case of items/documents for which Giebel FilTec holds industrial property rights and/or which are owed as business/trade secrets, the Buyer shall only be permitted to use them as expressly authorized by Giebel FilTec, unless certain types of use are also permitted to any third party.

§ 3 Scope of delivery

(1) The purchaser shall be obligated to specify in its order the individual specification of the respective delivery item according to the individual type of use intended in each case, taking into account all technically relevant factors.
If such specifications of the purchaser are missing or incomplete, the general product specifications of Giebel FilTec shall apply as a supplement, if applicable.

(2) The written order confirmation by Giebel FilTec shall be decisive for the scope of delivery. If the contract is concluded by acceptance of a time-limited offer by Giebel FilTec, the content of the offer by Giebel FilTec shall be decisive for the content of the contract.
Subsidiary agreements and amendments require written confirmation by Giebel FilTec.

(3) As far as the purchaser has packaging, the purchaser confirms to Giebel FilTec with the acceptance of the goods to be able to recycle the packaging according to the Packaging Act and undertakes to dispose of the packaging in compliance with the provisions of the Packaging Act. Upon Giebel FilTec’s request, the Buyer shall provide information on the type and quantity of the packaging disposed of in accordance with the Packaging Act. If the Buyer does not wish to dispose of its own packaging in accordance with the above provision, it shall notify Giebel FilTec thereof in writing or in text form immediately after acceptance of the goods. In this case, Giebel FilTec shall give the purchaser the opportunity to return this packaging to Giebel FilTec in accordance with the obligations under the Packaging Act. In this case, the purchaser shall bear the costs of the return transport of the packaging.

(4) Giebel FilTec reserves the right to make changes in design or form due to technical improvements or legal requirements during the delivery period, provided that the delivery item or the agreed delivery is not substantially changed and the changes are reasonable for the purchaser.

§ 4 Prices / Terms of Payment

(1) In the absence of a special agreement, the prices shall apply “ex works” plus the applicable statutory value added tax.

(2) The purchase price shall be due for payment within 30 days from the date of invoice. If the purchaser is in default of payment, Giebel FilTec shall be entitled to charge default interest in the amount of 9% p.a. above the base interest rate. As far as a higher damage caused by default can be proven, Giebel FilTec is entitled to claim it. For its part, the purchaser is entitled to provide evidence of a lower damage.

(3) The Buyer is only entitled to set-off rights or rights of retention if its counterclaims are legally established, undisputed or acknowledged by Giebel FilTec. The customer is only entitled to exercise a right of retention if his counterclaim is based on the same contractual relationship. Giebel FilTec is entitled to set off payments against the oldest due claim, even in case of a contrary redemption provision of the purchaser.

(4) If after the conclusion of the contract a substantial deterioration of the financial situation of the Buyer occurs or if Giebel FilTec becomes aware of a previously occurring deterioration of the financial situation after the conclusion of the contract, which gives rise to serious doubts about the creditworthiness of the Buyer, Giebel FilTec is entitled to demand advance payment or provision of security at its own discretion. Giebel FilTec is entitled to withdraw from the contract if the purchaser does not comply with this demand.

§ 5 Call orders

Call orders shall be accepted within the specified periods or on the agreed dates.

§ 6 Delivery Time / Delay in Delivery / Cancellation Costs

(1) The beginning of the delivery time stated by Giebel FilTec requires the clarification of all technical questions as well as the timely and proper fulfillment of the obligations of the purchaser.
This includes, in particular, any documents to be provided or prepared by the purchaser, such as drawings, descriptions, permits to be submitted by the purchaser, releases and the crediting of agreed down payments by the purchaser to the account of Giebel FilTec.
If one of these conditions is missing or if there are any ambiguities for which the purchaser is responsible, the delivery time indicated by Giebel FilTec shall be suspended until the obstacle has been removed by the purchaser.

(2) The delivery period shall be deemed to have been complied with if the delivery item has left the factory by the expiry of the agreed delivery date or by the expiry of the delivery date specified by Giebel FilTec, but at the latest by the expiry of the calendar week following this date or, in case of debts to be collected, if the readiness for shipment has been communicated to the purchaser by the expiry of the calendar week specified on the order confirmation.

(3) The delivery period shall be reasonably extended in the event of unforeseen circumstances beyond the control of Giebel FilTec, provided that such hindrances demonstrably affect the completion or delivery of the subject matter of the contract. This shall also apply if such circumstances occur at Giebel FilTec’s sub-suppliers.

In particular, this shall apply in case of hindrances occurring within the scope of labor disputes, in particular strikes and lockouts, furthermore in case of epidemics, pandemics (including the Corona pandemic), epidemics and official measures (e.g. quarantine orders or similar).
Giebel FilTec shall not be responsible for delays in delivery due to the above-mentioned circumstances even if they occur during an already existing delay. Giebel FilTec shall inform the purchaser as soon as possible about the beginning and the end of such hindrances.

If unforeseeable circumstances for which Giebel FilTec is not responsible or an aforementioned impediment endanger the performance of the contract for an unforeseeable period of time and if the impediment to performance cannot be overcome by Giebel FilTec with reasonable expenses, Giebel FilTec shall be entitled to withdraw from the contract. In this case, Giebel FilTec shall be obliged to inform the Buyer immediately about the circumstances impeding performance and to reimburse the Buyer immediately for any consideration already received after exercising the withdrawal. Further claims of the purchaser in this case are excluded.

(4) Giebel FilTec shall only be in default with a delivery if the purchaser has set a grace period of two weeks in text form and Giebel FilTec allows this grace period to expire unused.

(5) If the purchaser is in default of acceptance or if he violates other duties to cooperate, Giebel FilTec shall be entitled to claim the damages incurred by Giebel FilTec, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the object of sale shall also pass to the purchaser at the time the purchaser is in default of acceptance.

(6) If the delivery of the subject matter of the contract is delayed at the request of the purchaser, the purchaser shall be charged with the costs incurred by the storage as of the beginning of the month following the notification of the readiness for shipment, however, in case of storage in one of the plants of Giebel FilTec at least 0.5 % of the invoice amount for each month or part thereof.
Giebel FilTec reserves the right to prove a higher damage, the purchaser the right to prove a lower damage.
In addition, Giebel FilTec is entitled to withdraw from the contract after the expiry of a reasonable period of time, which has been communicated to the purchaser, or to otherwise dispose of the delivery item after the expiry of a reasonable period of time communicated to the purchaser and to deliver to the purchaser within a reasonable, extended period of time in accordance with the contract.

(7) If the purchaser unjustifiably withdraws from a placed order, Giebel FilTec shall be entitled, if the purchaser has been granted a reasonable period of time for subsequent performance, to claim 10 % of the sales price for the costs incurred by the processing of the order and for lost profit, without prejudice to the possibility to claim higher actual damages.
The orderer reserves the right to prove a lower damage.

(8) If Giebel FilTec is in default of delivery, claims for compensation due to delay in performance shall be excluded, irrespective of any other rights of the purchaser.
§ 11 shall apply accordingly.

§ 7 Place of Performance

Giebel FilTec expressly points out that for any delivery agreed to be “ex works”, the place of performance for the contractual relationship shall be Forchtenberg, irrespective of where the delivery is ultimately made.

§ 8 Transfer of risk

(1) Delivery shall be “ex factory” Bretzfeld.

(2) Handover shall be deemed to have taken place if the Purchaser is in default of acceptance.

(3) The above clauses shall also apply to agreed partial deliveries.

(4) Insofar as Giebel FilTec has assumed shipping costs, delivery or installation of the subject matter of the contract according to contractual agreement, the foregoing risk transfer clauses shall remain unaffected.

(5) If the shipment of the subject matter of the contract is delayed due to circumstances for which the Buyer is responsible, the risk shall pass to the Buyer from the day of readiness for shipment; however, Giebel FilTec is obliged to effect the insurances requested by the Buyer at the Buyer’s request and expense.

(6) Delivered items shall be accepted by the purchaser, even if they show minor defects, without prejudice to the rights under § 9.
Partial deliveries are permissible.

§ 9 Warranty

(1) The limitation period for claims for defects is 12 months – except in case of fraudulent intent and subject to § 11 para. 8. Any claims for damages, including claims for breach of a duty of supplementary performance according to para. 4, are subject to the provisions of § 11.

(2) In all other respects, Giebel FilTec’s warranty shall initially be limited to supplementary performance, at Giebel FilTec’s option either by repair or replacement. In case of rectification of defects, Giebel FilTec shall bear the necessary expenses for the removal of the defective item and the installation of the rectified or delivered defect-free item, unless such expenses are increased because the subject matter of the contract is located at a place other than the place of performance. Giebel FilTec shall not reimburse the expenses of an additional legally and economically necessary rectification of the final product within the scope of a subsequent performance in case of combination, mixing or processing or any other remedy of damage in the ratio of the remuneration for the delivered product to the sales price of the final product. This shall also apply to subsequent performance for end products without prior mixing, combining or processing with other products or for products where further processing has taken place.
If the use of the delivery item leads to the infringement of industrial property rights or copyrights in Germany, Giebel FilTec shall procure the right to further use for the purchaser or shall eliminate the infringement of property rights in another way. If this is not possible under economically reasonable conditions or within a reasonable period of time, the purchaser shall be entitled to withdraw from the contract. Under the aforementioned conditions, Giebel FilTec shall also be entitled to withdraw from the contract. This obligation is conclusive for infringements of industrial property rights and copyrights, subject to the provisions of § 11. This presupposes that the purchaser informs Giebel FilTec immediately about asserted infringements and supports Giebel FilTec in defending the asserted claims or enables Giebel FilTec to carry out the modification measures. It is further a prerequisite that Giebel FilTec reserves the right to take all defense measures, that the defect of title is not based on an instruction of the purchaser and that the infringement of rights was not caused by the fact that the purchaser has modified the delivery item without authorization or has used it in a way not conforming to the contract. As far as Giebel FilTec is not liable according to this section, the purchaser shall indemnify Giebel FilTec against all claims of third parties.

(3) If the supplementary performance fails or if the supplementary performance is not carried out for other reasons or is delayed beyond a reasonable period of time, the Purchaser shall be entitled to withdraw from the contract. In the event of only minor non-conformity with the contract, in particular in the event of minor defects, the Purchaser shall not be entitled to rescind the contract. The Purchaser’s right to reduce the purchase price shall be excluded.
The rectification of defects shall be deemed to have failed with the second unsuccessful attempt, unless further attempts at rectification are reasonable and acceptable to the Purchaser due to the subject matter of the contract.

(4) If the Purchaser claims damages after failed subsequent performance, the goods shall remain with the Purchaser insofar as this is reasonable for the Purchaser.
The compensation for damages shall be limited – subject to the provisions in § 11 – to the difference between the purchase price and the value of the defective item after the provision of the failed service or, if the service is provided by a third party, to the relevant service price less saved expenses. This shall not apply if Giebel FilTec has fraudulently caused the breach of contract. In case of defectiveness of goods resulting from combination, mixing or processing as well as further processing of a defective product, Giebel FilTec shall not compensate the damage in the ratio of the remuneration for the delivered product to the sales price which could have been expected for the final product in case of a defect-free delivery.

(5) The product descriptions of Giebel FilTec shall only be deemed quality specifications. Public statements, recommendations or advertisements do not constitute a contractual quality description.
The product descriptions of a manufacturer used by Giebel FilTec shall also only be deemed to be quality specifications. Public statements, recommendations or advertisements of the manufacturer shall not constitute a contractual description of the quality of the goods.

(6) If the purchaser receives defective assembly instructions, Giebel FilTec shall only be obliged to deliver assembly instructions free of defects and this only if the defect in the assembly instructions prevents proper assembly.

(7) The purchaser may only claim damages for non-performance or withdraw from the contract if Giebel FilTec, despite having set a reasonable time limit, has neither repaired the defect nor provided a replacement or if the purchaser cannot reasonably be expected to accept a replacement or repair.

(8) Warranty claims according to para.1-7 require that the Buyer notifies Giebel FilTec in text form of obvious defects within a period of 2 weeks, calculated from receipt of the goods, and of hidden defects within 2 weeks from detection of the defect.

(9) The purchaser shall bear the burden of proof for the immediate notification of a defect. Likewise, the Purchaser shall bear the burden of proof that it has not itself taken measures to remedy the defect.

(10) Giebel FilTec does not grant any warranties in the legal sense. Manufacturer’s warranties of third parties shall remain unaffected.

§ 10 Warranty in case of replacement of individual parts

If an individual component of a product is exchanged/replaced within the warranty periods, this shall not entail an extension/restart of the warranty periods for the entire product. Rather, the extension / restart of warranty periods shall exclusively refer to the replaced individual part, provided that Giebel FilTec has unconditionally acknowledged its obligation for subsequent performance.

§ 11 Limitation of Liability

(1) In case of negligent breaches of duty, the liability of Giebel FilTec shall be limited to the direct average damage which is foreseeable and typical for the type of goods. This also applies to negligent breaches of duty by employees, workers, representatives and vicarious agents of Giebel FilTec.
Liability shall be excluded in the event of a slightly negligent breach of immaterial contractual obligations.

(2) Unless otherwise stated below, any further claims of the purchaser – irrespective of their legal basis – are excluded.
Therefore, Giebel FilTec shall not be liable for damages which have not directly occurred to the delivery item itself; in particular, Giebel FilTec shall not be liable for loss of profit or damages to other assets of the purchaser or a third party, including such assets which have been created by combination, mixing, processing and/or further processing.

(3) The exemption from liability and the limitation of liability in the above clauses (1) and (2) shall not apply in the case of damage resulting from injury to life, body or health, or in the case of intent or gross negligence. The exemption from liability shall also not apply if Giebel FilTec culpably breaches a material contractual obligation (cardinal obligation) or fraudulently conceals a defect. In this case, however, liability shall be limited in accordance with clause (1) to the foreseeable, direct average damage typical for the contract.
Material contractual obligations (cardinal obligations) are those obligations by which the achievement of the purpose of the contract is guaranteed and by the fulfillment of which the proper execution of the contract is made possible in the first place and on the fulfillment of which the Customer may rely.

(4) If Giebel FilTec breaches a material contractual obligation, Giebel FilTec’s liability to pay damages shall be limited to the amount covered by Giebel FilTec’s business liability insurance, unless Giebel FilTec has at least acted with gross negligence. Upon request, Giebel FilTec shall grant insight into the insurance policy.
As far as the liability of Giebel FilTec is excluded or limited, this shall also apply to the personal liability of Giebel FilTec’s employees, representatives and vicarious agents.

(5) In general, any liability of Giebel FilTec shall be excluded in the event that, at the request of the purchaser, parts other than those manufactured or specified by Giebel FilTec are installed in the delivery item. The customer shall bear the burden of proof that such deviation is not the cause of any defectiveness of the delivery item.

(6) Giebel FilTec shall not be liable for installation work performed by the purchaser itself. The burden of proof for the defect-free installation shall be on the purchaser.

(7) The above limitations of liability shall not affect the claims of the purchaser under warranties and/or product liability.

(8) Claims for damages according to the above clauses 1 – 7 shall become time-barred within the statutory limitation periods.

§ 12 Retention of Title

(1) Giebel FilTec reserves the title to the subject matter of the contract until receipt of all payments from an ongoing business relationship.
In case of a breach of contract by the purchaser, especially in case of default of payment, Giebel FilTec shall be entitled to take back the subject matter of the contract. The taking back of the subject matter of the contract does not constitute a withdrawal from the contract, unless Giebel FilTec expressly declares this in writing.
The seizure of the subject matter of the contract by Giebel FilTec shall always constitute a rescission of the contract. After taking back the object of the contract, Giebel FilTec shall be entitled to sell it. The proceeds of the realization shall be credited against the liabilities of the purchaser – less reasonable realization costs.

(2) The Purchaser shall be obliged to handle the goods with care; in particular, it shall be obliged to insure the goods at its own expense against damage by fire, water and theft at their replacement value. Insofar as maintenance and inspection work is required, the Purchaser must carry this out regularly and in good time at its own expense.

(3) In case of seizure or other interventions by third parties, Giebel FilTec shall be notified by the purchaser in writing without delay. As far as the third party is not able to reimburse Giebel FilTec for the judicial and extrajudicial costs of an action according to § 771 ZPO (German Code of Civil Procedure), the buyer shall be liable for the loss incurred by Giebel FilTec.
Furthermore, the purchaser is obliged to inform Giebel FilTec immediately about any damage or destruction of the goods. The Buyer shall notify Giebel FilTec without delay of any change of ownership of the goods as well as of any relocation of the registered office.

(4) The purchaser shall be entitled to resell the goods in the ordinary course of business. However, he already now assigns to Giebel FilTec all claims in the amount of the agreed price of the goods subject to retention of title (including VAT), which accrue to him from the resale against his customers or third parties, irrespective of whether the goods have been resold without or after processing. Giebel FilTec accepts this assignment.
The purchaser shall remain authorized to collect the claim even after the assignment. The authority of Giebel FilTec to collect the claim itself remains unaffected. However, Giebel FilTec undertakes not to collect the claim as long as the purchaser meets its payment obligations from the collected proceeds, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or payments have not been suspended. However, if this is the case, Giebel FilTec may demand that the buyer informs Giebel FilTec of the assigned claims and their debtors, furthermore provides all information necessary for the collection of the claims, hands over the relevant documents and informs the debtors (third parties) of the assignment.

(5) The processing or transformation of the goods by the purchaser shall always be made in the name and on behalf of Giebel FilTec. If the goods are processed with other objects not belonging to Giebel FilTec, Giebel FilTec shall acquire co-ownership of the new object in proportion of the value of the goods to the other processed objects at the time of processing.
In all other respects, the same shall apply to the object created by processing as to the goods delivered under reservation of title.

(6) If the goods are mixed with other objects not belonging to Giebel FilTec, Giebel FilTec shall acquire co-ownership of the new object in proportion of the value of the goods to the other mixed objects at the time of mixing.
If the mixing takes place in such a way that the object of the purchaser is to be regarded as the main object, it shall be deemed agreed that the purchaser transfers co-ownership to Giebel FilTec on a pro rata basis. The purchaser shall keep the sole ownership or co-ownership thus created in safe custody for Giebel FilTec.

(7) The orderer also assigns to Giebel FilTec the claims in the amount of the price of the goods subject to retention of title (including VAT) as security for Giebel FilTec’s claims against it, which arise against a third party due to the connection of the goods with a property.

(8) Giebel FilTec undertakes to release the securities to which Giebel FilTec is entitled upon request of the purchaser to the extent that the value of the securities given to Giebel FilTec exceeds the claims to be secured by more than 20 %; Giebel FilTec shall be responsible for the selection of the securities to be released.

§ 13 Special Right of Termination / Embargo Regulations / EU Anti-Terrorism Regulations

(1) As far as the conclusion of contracts between Giebel FilTec and the purchaser respectively the resulting delivery obligations and/or payment obligations of the purchaser for Giebel FilTec violate nationally as well as internationally binding regulations (e.g.: foreign trade regulations of the Federal Republic of Germany, export and embargo regulations of the European Union, other states, in particular the USA including the EU anti-terror regulations), Giebel FilTec is entitled to terminate the contractual relationship extraordinarily and/or to withdraw from the contract.

(2) The purchaser shall have no claim for damages in this special case.

(3) The purchaser is obligated to inform himself about corresponding legal regulations that make it impossible for Giebel FilTec to fulfill the contract.

§ 14 Data Protection

The parties mutually undertake to observe the statutory provisions on data protection, in particular the EU Data Protection Regulation (DSGVO) in the performance of the contract and to impose compliance with these provisions on their employees.
More detailed information on data protection is available on our website.

§ 15 Secrecy

The Buyer is obliged to treat all information, know-how and other business secrets in connection with the execution of the respective order as strictly confidential and not to disclose any information, documents or other records to third parties without the express consent of Giebel FilTec. Giebel FilTec shall also treat documents of the purchaser confidentially.

§ 16 Provider identification

Comprehensive information about Giebel FilTec, such as the complete company name, address, commercial register number, VAT ID number and more can be found in the imprint of our website.

§ 17 Final Provisions

(1) The law of the Federal Republic of Germany shall apply. The provisions of the UN Convention on Contracts for the International Sale of Goods and the provisions of German private international law shall not apply.

(2) The transfer of rights and obligations of the purchaser to third parties is only possible with the prior written consent of Giebel FilTec.

(3) If the purchaser is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract shall be the place of business of Giebel FilTec. The same shall apply if the purchaser does not have a general place of jurisdiction in Germany or if its place of residence or habitual abode is unknown at the time the action is brought.
Giebel FilTec is also entitled to bring an action at the business headquarters of the purchaser.

(4) Should individual provisions of the contract with the purchaser, including these General Terms and Conditions, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions.
The wholly or partially invalid provision shall be replaced by a provision whose economic success comes as close as possible to that of the invalid provision.

§ 1 Scope of application

(1) Our Terms and Conditions of Purchase shall apply exclusively. Any terms and conditions of the supplier conflicting with or deviating from our terms and conditions shall not be accepted. These Terms and Conditions of Purchase shall also apply in all cases in which Giebel FilTec accepts the supplier’s deliveries without objecting to his terms and conditions deviating from these Terms and Conditions of Purchase.

(2) Our Terms and Conditions of Purchase shall apply exclusively to entrepreneurs, legal entities under public law and special funds under public law within the meaning of § 310 BGB (German Civil Code).

(3) Our Terms and Conditions of Purchase shall also apply to all future transactions with the supplier.

(4) The following Terms and Conditions of Purchase shall apply to the delivery of movable goods (§ 651 BGB). For services, which also include repairs and service work, the following terms and conditions shall apply with the exception of clauses 4, 5 and 9; here the relevant statutory provisions shall apply.

§ 2 Placing of orders

An order is only binding if it has been placed in text form or in writing; orders placed by telephone are only binding if they are subsequently confirmed by Giebel FilTec in writing or in text form. An order confirmation by the supplier is not required. Possible further agreements require subsequent confirmation by Giebel FilTec, whereby an e-mail shall suffice (text form).
Each order shall be based on these Terms and Conditions of Purchase. If the supplier’s general terms and conditions of business conflict with Giebel FilTec’s terms and conditions of purchase, Giebel FilTec’s terms and conditions of purchase shall nevertheless apply, unless the supplier objects to them in writing within 3 days after receipt of the order. It shall not be sufficient to send the supplier’s general terms and conditions of business to the contrary or to otherwise refer to the supplier’s general terms and conditions of business. The objection shall be irrelevant if the supplier starts the execution of the order and notifies Giebel FilTec thereof. If a quality assurance agreement, a framework agreement or an individual agreement exists between the supplier and Giebel FilTec, these shall prevail in any case, as far as they deviate from the Giebel FilTec Terms and Conditions of Purchase or the General Terms and Conditions of the supplier.

§ 3 Terms of Payment / Prices

(1) Unless otherwise agreed upon in writing, invoices of the supplier shall be paid to Giebel FilTec within 14 days after receipt of goods and receipt of invoice with a 2% discount, within 30 days after receipt of goods and receipt of invoice net.
The supplier is obliged to send the invoice in written form or by e-mail to payment@giebel-adsorber.com.
In all other respects, the due date for payment shall be conditional upon delivery free of defects.
The supplier’s invoice must state the Giebel FilTec order number and, if applicable, the Giebel FilTec article number. If the above mentioned numbers are missing or incorrect, Giebel FilTec reserves the right to return the unpaid invoice to the supplier for completion or correction. In this case, the payment period shall not commence until the receipt of the supplemented or corrected invoice.

(2) The price stated in an order is binding. In the absence of any agreement to the contrary, the price shall be understood as “DDP Carl-Zeiss-Str. 5, 74626 Bretzfeld” in accordance with Incoterms 2020 including packaging.
Changes due to subsequent cost increases are excluded unless otherwise agreed.

(3) Giebel FilTec shall be notified immediately in text form of any additional or reduced price resulting from changes in the execution as well as of any change in the agreed delivery date. In order to become binding, the respective change must be confirmed in writing by Giebel FilTec prior to the production and delivery of the ordered item.

§ 4 Terms of delivery

The ordered item shall be delivered according to Incoterms 2020 “CIP” (Carriage and Insurance Paid to / freight paid insured) to the delivery address specified in the order. If the supplier delivers from abroad, the Incoterm condition “DDP” (Delivered Duty Paid) shall apply. If applicable, the delivery must be made in accordance with the applicable GGVSEB regulations. The supplier’s delivery documents must show the Giebel FilTec order no., if applicable the Giebel FilTec article no., the goods no., the part weight and the country of origin. If necessary, further documents/data shall be provided by the supplier in accordance with the requirements of foreign trade.

If delivery terms according to Incoterms 2020 are agreed upon, where Giebel FilTec pays for the transport, the transport shall be carried out by a forwarding agent approved by Giebel FilTec. However, unless otherwise agreed, the supplier shall be responsible for notifying the forwarding agent of the shipment. If the forwarder does not pick up the goods as confirmed after the notification, the supplier has to inform Giebel FilTec immediately.

§ 5 Transfer of Risk / Place of Performance

Upon handover of the ordered item by the supplier to the delivery address specified in the order, the risk of accidental loss or accidental deterioration shall pass to Giebel FilTec. The place of performance shall be the registered office of the delivery address specified in the order.

§ 6 Delivery Date / Delay in Delivery / Force Majeure

(1) The delivery date specified in the order shall be binding for the supplier.

(2) If a binding delivery date in accordance with section 1 or a fixed delivery time has been agreed, if it is determined according to the calendar or if the delivery date can be calculated according to the calendar from a certain event (e.g. receipt of the order), the Supplier shall be in default even without a reminder.

(3) If the contracting parties expressly agree on a provision deviating from clause 1 and if the supplier’s performance is due, the supplier shall be in default by a reminder from Giebel FilTec.

(4) In case of delay, Giebel FilTec shall be entitled to compensation for the damage caused by the delay. Giebel FilTec shall be entitled to claim liquidated damages for delay in the amount of 2.5% of the delivery value per completed calendar week, but not more than 10% of the total delivery value. Further legal claims shall remain reserved. The supplier may prove that lower damages have been incurred as a result of the delay.
The acceptance of a delayed delivery or service shall not constitute a waiver of compensation for the damage caused by the delay.

(5) If the supplier is granted a reasonable period of time for performance, Giebel FilTec may rescind the contract and/or claim damages instead of performance after fruitless expiration of the period of time.

(6) The withdrawal does not require the supplier to be at fault.

(7) Force majeure, operational disruptions for which Giebel FilTec is not responsible, riots, labor disputes, official measures and other unavoidable events for which Giebel FilTec is not responsible (in particular the case of an epidemic, pandemic, including the well-known Corona pandemic, an epidemic or official measures such as quarantine orders) shall release Giebel FilTec from the obligation to accept the goods in due time. During such events, Giebel FilTec shall be entitled to withdraw from the contract in whole or in part, provided that the events are not of insignificant duration and the demand no longer exists.

§ 7 Obligation to give notice of defects / incoming goods inspection

Giebel FilTec or the direct delivery addressee are obliged to inspect the goods within a reasonable period of time for conformity of ordered and delivered goods, for any deviations in quantity as well as for externally visible damages. Giebel FilTec shall immediately notify the supplier of any defects detected during such inspection. The supplier shall release Giebel FilTec from any further inspection of incoming goods at Giebel FilTec to the extent permitted by law. Giebel FilTec shall notify the supplier without undue delay of any other defects which have only been detected by Giebel FilTec during the processing or the intended use of the delivered goods. In this respect, the supplier waives the defense of delayed notice of defects.

§ 8 Description of the ordered item / EU Chemicals Regulation REACH / 2011/65/EU (RoHS Directive)

(1) Insofar as the supplier receives drawings, samples, specifications or other regulations from Giebel FilTec, these alone shall be decisive for the type, quality and design of the ordered item or the service to be rendered. If Giebel FilTec specifies drawing numbers, change indices or similar in the order details, the supplier may only manufacture according to these specifications. Drawings not available at the supplier shall be requested by the supplier from Giebel FilTec. Giebel FilTec shall make them available free of charge.
If Giebel FilTec requests reference samples or initial samples, a serial production started at the same time shall only be accepted by Giebel FilTec after Giebel FilTec has approved and released the samples or the sample series in writing.
Any reservations of the supplier against Giebel FilTec specifications shall be communicated to Giebel FilTec in writing without undue delay prior to the start of series production. In such cases, Giebel FilTec may be started.

(2) The supplier shall comply with the recognized rules of technology and the respective applicable safety regulations for its deliveries. As far as the supplier has received drawings, samples or other regulations or documents from Giebel FilTec, he shall comply with them as far as the design and the characteristics of the delivery item are concerned. Modifications of the delivery item, of an already approved production process or its relocation to another location require a timely notification in text form by the supplier and the prior express consent of Giebel FilTec in the same form.

Irrespective of a successful sampling, the supplier shall continuously check the quality of the delivery items.

(3) The supplier shall ensure that the requirements of the EU Chemicals Regulation REACH (Regulation (EC) No. 1907/2006, OJ EU of 30.12.2006) – hereinafter referred to as “REACH” – are complied with.
“REACH” – are complied with, in particular that the pre-registration as well as the registration are carried out or have been carried out in due time. Giebel FilTec shall in no case be obliged to perform the (pre-) registration. The supplier is aware that the products cannot be used if the requirements of REACH are not completely and properly fulfilled.

(4) The supplier shall further ensure that the requirements of the EU Directive 2011/65/EU with CE marking obligation (RoHS Directive) implemented by the Ordinance on the Restriction of the Use of Hazardous Substances in Electrical and Electronic Equipment (ElektroStoffV) hereinafter referred to as “RoHS” – are met. Furthermore, the supplier guarantees that all goods delivered by him also – insofar as these are procured from sub-suppliers – comply with the RoHS specifications. In this respect, the supplier shall be deemed to be the manufacturer and shall fulfill any obligations resulting from the RoHS. This shall also apply in particular to any (pre-)registration obligations.

(5) The Supplier shall be liable for all damages resulting from culpable non-observance of existing statutory provisions in accordance with the above provisions (under paras. 3 and 4).

(6) The supplier is aware that the goods cannot be used if the requirements according to the above-mentioned legal regulations as per paras. 3 and 4 are not completely and properly fulfilled.

(7) In the performance of its contractual obligations, the supplier shall otherwise comply with all statutory and official regulations with regard to environmental protection.

(8) The supplier shall fully indemnify Giebel FilTec against all consequences, in particular damages and possible claims of third parties against Giebel FilTec, which result from the fact that the supplier has culpably not complied with or fulfilled the above provisions according to paragraphs 3 and 4 in full or in time.

§ 9 Warranty

(1) It is pointed out to the supplier that the ordered item may also be installed in Giebel FilTec products and that therefore the unrestricted functionality of the ordered item must be guaranteed. If the supplier has not manufactured the ordered item himself, he shall inform the manufacturer or sub-supplier thereof.

(2) The Supplier warrants the ordered item to be free of defects for a period of 36 months, commencing with the acceptance of the ordered item, which includes in particular the unrestricted functionality and the agreed quality.

(3) Acceptance is the point in time from which Giebel FilTec or the delivery addressee has the opportunity to inspect the ordered item in the ordinary course of business at Giebel FilTec or the delivery addressee.

(4) Giebel FilTec shall be entitled to the statutory warranty claims in full. Giebel FilTec may demand supplementary performance, either the removal of the defect or the delivery of a defect-free item.

This shall also include expenses incurred as a result of the defectiveness of products which are combined, mixed or processed with the ordered item.
If Giebel FilTec has set the supplier a reasonable period of time for this purpose, Giebel FilTec shall be entitled to the unrestricted warranty claims according to §§ 437, 440, 441 BGB (German Civil Code) after expiration of the period of time, referring in particular to the right to reduce the purchase price or the right to rescind the contract and, in addition to the rescission, to claims for damages instead of performance or, instead thereof, to the claim for compensation of futile expenses.
Warranty limitations in general terms and conditions of the supplier are not accepted.
It is agreed that functionality in the sense of the above conditions only exists if the relevant accident prevention regulations are also complied with.

§ 10 Product Liability

(1) In case Giebel FilTec is held liable by a third party due to product liability, the supplier shall be obliged to indemnify Giebel FilTec within the scope of its own obligation under the Product Liability Act upon first request against any claims for damages. This shall also apply to damages resulting from a product recall.

(2) The supplier undertakes to maintain a product liability insurance with a coverage of EUR 5 million per personal injury / property damage. The supplier shall prove this upon request of Giebel FilTec.

(3) To the extent that a recall action or owner notification program is required to comply with a law, regulation, order or other governmental requirement or as a safety measure to prevent personal injury, property damage or death, or in the case of other field or service actions, the costs, including, among others, labor, transportation and traceability costs, shall be apportioned on the basis of contributory negligence (§ 254 BGB)/co-causation attributable to Giebel FilTec or the supplier.
Giebel FilTec shall notify the supplier – as far as possible and reasonable – of the content and scope of the recall actions or other field or service actions to be carried out and shall give the supplier the opportunity to comment thereon. All other legal claims shall remain unaffected.

§ 11 Retention of Title / Devices and Tools

(1) Insofar as Giebel FilTec provides parts to the supplier, Giebel FilTec shall retain title thereto. Processing or transformation by the supplier shall be carried out exclusively for Giebel FilTec. In the event of processing or mixing, Giebel FilTec shall acquire the

Giebel FilTec shall acquire co-ownership of the new item in proportion of the value of the parts provided by Giebel FilTec to the other processed items at the time of processing.

(2) The supplier expressly agrees that parts, devices and tools owned by Giebel FilTec as well as all documents of Giebel FilTec shall not be used for the manufacture or construction of products for third parties without the prior written or textual consent of Giebel FilTec.

(3) If the parts, devices and tools owned by Giebel FilTec are damaged or destroyed during the supplier’s period of possession, the supplier shall be obliged to pay damages in the amount of the replacement value. Giebel FilTec may demand that these parts are insured at replacement value at the supplier’s expense at least against fire, water and theft and that these insurances are maintained by the supplier. If necessary, proof of these insurances shall be provided to Giebel FilTec upon request.
In any case, any damage or destruction of the parts shall be reported to Giebel FilTec without delay.
Upon full payment of the purchase price for the products, they shall become the property of Giebel FilTec. Any extended or expanded retention of title by the supplier to delivered products is excluded.

§ 12 Third Party Rights / Industrial Property Rights

The supplier warrants that all deliveries and services are free from third party rights, even if he has pointed out such rights upon acceptance of the order or later, but nevertheless executes the order.
The supplier warrants in particular that the delivery of the ordered item does not infringe any third party property rights. If Giebel FilTec becomes aware of such an infringement or of third party rights or if Giebel FilTec is directly held liable by a third party for such infringements, Giebel FilTec may demand that the supplier immediately eliminates the infringement or the third party rights and / or indemnifies Giebel FilTec from any claims arising from a possible infringement and claim of a third party. If Giebel FilTec has set a reasonable deadline for the supplier to do so, Giebel FilTec may withdraw from the contract after expiry of the deadline and, in case of fault of the supplier, claim damages instead of performance or compensation for futile expenses.

§ 13 Preliminary Work

Even if an order is not placed, the preparation of drafts, calculations, quotations, etc. shall be free of charge for Giebel FilTec, unless otherwise agreed in writing.

§ 14 Secrecy

The supplier is obliged to treat all illustrations, drawings, calculations and other documents and information provided to him as strictly confidential and to keep them secret. All documents are the exclusive property of Giebel FilTec. Business and trade secrets may only be disclosed to third parties with the prior express consent of Giebel FilTec.
This confidentiality obligation shall also apply after the termination of the respective delivery contract. In particular, the supplier shall not use the knowledge for its own production or for deliveries to competitors of Giebel FilTec. In this respect, Giebel FilTec reserves all rights (among others in case of patent or utility model registration for new features).

§ 15 Assignment to Third Parties / Subcontractors

(1) The assignment of claims or other rights of the supplier to third parties shall be excluded without the prior written consent of Giebel FilTec.

(2) The same shall apply to the transfer of orders placed by Giebel FilTec with the supplier to third parties / subcontractors.
Giebel FilTec shall not unreasonably withhold its consent thereto.

§ 16 Rights of Rescission and Termination

In addition to the statutory rights of rescission and the right of rescission in case of force majeure according to § 6 para. 7, Giebel FilTec shall be entitled to rescind the contract if a material deterioration of the financial situation of the supplier occurs or threatens to occur, if the supplier becomes insolvent or stops payments, and if the fulfilment of the delivery obligation is endangered thereby. The same shall apply in the event that insolvency proceedings or comparable proceedings for the settlement of debts are instituted against the assets of the Supplier or such proceedings are rejected for lack of assets.

In the event of a continuing obligation, there shall be a right of extraordinary termination under the aforementioned conditions.

In this case, the supplier shall – subject to further legal claims of Giebel FilTec – compensate the resulting damage, unless the supplier is not responsible for the occurrence of the right of rescission or termination.

§ 17 Place of Performance / Jurisdiction

(1) Place of performance is the registered office of Giebel FilTec or of the agreed delivery addressee.

(2) As far as legally permissible, either the Local Court of Künzelsau or the Regional Court of Heilbronn is hereby agreed upon as place of jurisdiction for all obligations arising from this contractual relationship, depending on the subject-matter jurisdiction. Giebel FilTec shall also be entitled to bring an action at the supplier’s business headquarters as well as at any other admissible place.

§ 18 Applicable Law / Contract Language

(1) The law of the Federal Republic of Germany shall govern all legal disputes arising directly or indirectly from the contractual relationship.

(2) The provisions of the “United Nations Convention on Contracts for the International Sale of Goods (CISG)” and other conflict of laws provisions shall be excluded.

(3) The contractual language is German.

§ 19 Partial invalidity

Should individual provisions of these Terms and Conditions of Purchase be or become invalid, this shall not affect the validity of the remaining provisions. Ineffective provisions shall be replaced by such effective provisions as come closest to their purpose.