General Therms and conditions of VL Thermo-Solutions GmbH

§ 1 General

(1) General terms and conditions of VL Thermo-Solutions GmbH apply fundamentally between the contracting parties. Deviations from the general terms and conditions of VL Thermo-Solutions GmbH are only valid if there is a written agreement of the contracting parties is present.
(2) Our General Terms and Conditions of Business apply within the meaning of Section 310 (1) of the German Civil Code (BGB) to legal entities under public law or special funds under public law.
(3) The General Terms and Conditions of VL Thermo-Solutions GmbH apply from the initial order as well as for follow-up orders.

§ 2 Scope of application
(1) General Terms and Conditions shall apply in their entirety as set out herein. Provisions not described are regulated within the framework of the German law.

§ 3 Offer, Acceptance and Placement of Order
(1) Quotations issued by VL Thermo-Solutions GmbH are to be regarded as subject to change and non-binding, as far as nothing else was agreed.
(2) Orders placed with VL Thermo-Solutions GmbH require written confirmation from us to be effective written confirmation on our part. This condition applies also to changes and additions to the provision of the expected service.
(3) Quotations issued by VL Thermo-Solutions GmbH are intended exclusively for the company of the recipient. Passing on to third parties is expressly prohibited.

§ 4 Cooperation of the Client
(1) The client shall be responsible for submitting all data, documents, processes and information in time for the proper performance of the service ordered. Included are also Documents and processes that become known during the testing activity.
(2) All data and information transmitted in written, electronic and verbal form shall initially be assumed to be true, correct, complete and binding until a contrary information is received. In this case, the current status shall be considered as meaningful.
(3) Delays in delivery, production and testing deadlines due to insufficient or late submission of documents by the customer shall in no way be chargeable to VL Thermo-Solutions GmbH.
(4) All parts and documents provided for and required for the service must be provided free of charge by the Client.

§ 5 Delivery and service
(1) Performance data and dimensions of our services are only binding in written form.
(2) Logistical and storage services will be invoiced separately on a time and material basis, if not listed in the offer.
(3) Certificates or the complete test report will be handed over to the client after receipt of the invoice amount.
(4) If fuel, winter additives or similar consumables are needed for the operation of the test object, VL Thermo-Solutions GmbH will make an advance payment on behalf of the customer and will invoice the costs incurred.

§ 6 Unforeseeable services
(1) Unforeseeable services are services which has not been determined in the offer, as their occurrence and scope are uncertain. The necessity only becomes apparent in active test operation. These services may include optimisation and modification of the test object.
(2) VL Thermo-Solutions GmbH will not undertake any changes to the test object without, that a clear confirmation in written form of the client is available.
(3) Unforeseeable services will be invoiced additionally according to effort.

§ 7 Dissemination of test results
(1) The test results and documents provided to the client are exclusively for the client’s his own use. With the mutual written agreement of the contracting parties, it is possible to pass on contents in whole or in part to third parties.
(2) Test results, certificates and documentation shall not be independently modified by the client.
(3) Documents that clearly bear the designation “certificate” may only be published and passed on unchanged.
(4) The evaluation of the results is carried out without considering the measurement uncertainties.

§ 8 Confidentiality and protection of intellectual property
(1) The Client and the Contractor equally assure that any knowledge and processes obtained shall be treated confidentially and secretly.
(2) Knowledge gained includes, in particular, intellectual property of VL Thermo-Solutions GmbH. Concrete information that can be obtained on site regarding the test facility must be treated confidentially.
(3) The creation and distribution of visual material of the test facility is expressly prohibited. In particular, if these contain images of software and technical equipment. Documents that can be viewed in the test facilities of VL Thermo-Solutions GmbH are included in this regulation.

§ 9 Scope
(1) Services of VL Thermo-Solutions GmbH are carried out according to recognised rules of technology and refer to international, technical or customer-specific rules and regulations.
(2) There is no obligation on the part of the contractor to check the data and test items of the client for completeness, integrity and correctness. Information of this of this kind shall be regarded as bindingly correct.
(3) Documentation as part of the test report always refers exclusively to the make tested on site and is not transferable. If two makes are identical in construction, this must be confirmed by means of an associated certificate with reference to the test report, only then is a make considered to be in conformity.

§ 10 Design conformity and type
(1) In the context of our company, construction equality always refers to a tested type with the associated test report for a certain purpose or frame, prepared by VL Thermo-Solutions GmbH. This prototype serves as a template for products that are equally qualified for this specific purpose or frame. Influencing factors for deciding whether there is constructional equality are characteristic values such as volume and dimensions. Likewise, it is necessary that the components are identical. Unless otherwise agreed between the contracting parties, these include insulation, evaporators, fans, condensers, refrigeration and heating systems, motorisation and all technical measures necessary to comply with the purpose and scope of the design.
(2) In order to designate another, make with reference to our work and test reports of the type requires a written confirmation from VL Thermo-Solutions GmbH. This will be confirmed after examination of the influencing criteria in accordance with § 10 Para. 1 and in the sense of § 9 Para. 3.

§ 11 Legal Liability
(1) Our liability for contractual breaches of duty is limited to intent and gross negligence. In the event of injury to life, body or health, liability shall be in accordance with the statutory liability is governed by the statutory provisions.
(2) Services such as environmental simulations can damage or impair test items. VL Thermo-Solutions GmbH cannot be held liable for damage of this kind.
(3) Damage to the test equipment of VL Thermo-Solutions GmbH can be caused by test objects. We reserve the right to invoice these separately in the event of damage.
(4) In the event of fraudulent misrepresentation or concealment of a defect, a deviation or any other impairment of the proper performance of a testing service, there shall be no claim for liability claim.
(5) Claims of the customer due to material defects expire after one year if the defect was not caused by fraudulent concealment or intentionally by VL Thermo-Solutions GmbH.
(6) The limitations of liability apply to the same extent as named here to the staff and representatives of VL Thermo-Solutions GmbH.

§ 12 Copyright
(1) All contents such as test results, test reports, documentation, plans, records, graphical material, measurement data and other data including publications on websites are protected by copyright and remain the property of VL Thermo-Solutions GmbH.
(2) Insofar as not separately regulated, the client is prohibited from passing on third parties as well as from the publication of contents as mentioned in § 10 sub-section 1. Exceptions require a written confirmation by VL Thermo-Solutions GmbH.

§ 13 Remedying defects
(1) Initially, the client is only entitled to have defects corrected. If corrections remain unsuccessful, a reduction may be demanded. Claims for damages only exist according to § 11.
(2) Necessary rectification of defects must be claimed in writing within 14 calendar days of receipt.

§ 14 Inspection of services by the Client
(1) Upon delivery, the client must immediately check the service for completeness. Within 14 calendar days, a defect must be objected to in writing for rectification. If this complaint is not made, the order shall be deemed to have been properly fulfilled.
(2) Minor defects that are insignificant for the test result shall not entitle the client to refuse acceptance or to terminate the contract.

§ 15 Passing of risk
(1) The liability for the test item on the part of VL Thermo-Solutions GmbH is transferred to the customer on completion of the test procedure and notification of readiness for dispatch to the customer.

§ 16 Place of jurisdiction
(1) The place of jurisdiction for all claims and liabilities of the parties, irrespective of the value in dispute shall be the Local Court of Gütersloh.
(2) All activities, orders and liabilities of VL Thermo-Solutions GmbH take place within the legal scope of the German law.
(3) The place of performance is the registered office of VL Thermo-Solutions GmbH in 33775 Versmold.
(4) If individual provisions of these General Terms and Conditions of Trade are or become ineffective or become invalid, this does not affect the validity of the remaining provisions.

§ 17 Severability clause
(1) Should individual provisions of this contract be ineffective or unenforceable or become invalid or unenforceable after conclusion of the contract, the validity of the rest of the contract shall remain unaffected.
(2) The invalid or unenforceable provision shall be replaced by a valid and enforceable provision the effects of which come closest to the economic objective pursued by the contracting parties with the invalid or unenforceable provision.
(3) The foregoing provisions shall apply mutatis mutandis in the event that the contract proves to be incomplete.

Ver. 1.2