These General Terms and Conditions apply exclusively to entrepreneurs within the meaning of Section 14 BGB, legal entities under public law and special funds under public law. They do not apply to consumers. Individual agreements, the order confirmation and the agreed technical specification take precedence.
1. Scope and order of precedence
These terms apply to offers, engineering and consulting services, development and pilot work, machinery, plant components, spare parts, deliveries, installation, commissioning, training and related services supplied by EPCOTEC GmbH. Customer terms do not apply unless EPCOTEC expressly accepts them in text form. In the event of inconsistencies, the following order applies: individual agreement or signed contract, order confirmation, agreed technical specification, commercial offer and these terms.
2. Offers and formation of contract
Offers are non-binding unless expressly designated as binding. A contract is formed by EPCOTEC’s order confirmation in text form, by execution of a signed agreement or by commencement of performance at the customer’s request. Technical statements are not guarantees unless expressly identified as such. Drawings, calculations, samples, software concepts, process descriptions and cost estimates remain protected and may be used only for the contractual purpose.
3. Scope, customer cooperation and changes
The agreed specification defines the scope of performance. The customer shall provide complete and accurate product requirements, material and safety data, site conditions, utilities, interfaces, permits, access and timely decisions. EPCOTEC may rely on information supplied by the customer. Additional work, delay or cost caused by incomplete information, changed requirements or unavailable customer inputs entitles EPCOTEC to a reasonable adjustment of remuneration and schedule. Changes require documented agreement on their technical, commercial and timing effects.
4. Prices and payment
Unless agreed otherwise, prices are net ex works, plus statutory VAT and the costs of packaging, freight, insurance, duties, travel and site work. The payment milestones stated in the order apply; otherwise invoices are due within 14 calendar days without deduction. Statutory default interest and further statutory rights remain unaffected. Set-off or retention is permitted only with undisputed or finally adjudicated counterclaims, except where the counterclaim arises from the same contractual relationship or mandatory law provides otherwise.
5. Delivery dates, impediments and force majeure
Delivery and performance dates presuppose timely clarification of technical matters, customer cooperation and receipt of agreed payments. Events outside EPCOTEC’s reasonable control, including supply-chain disruption, shortage of energy or materials, industrial action, epidemic, cyber incident, official measure, export restriction or transport interruption, extend deadlines for the duration and reasonable consequences of the event. If such an impediment continues for an unreasonable period, either party may terminate the affected part of the contract after setting an appropriate final deadline, unless setting a deadline is legally dispensable.
6. Delivery, transfer of risk and partial performance
The agreed Incoterm in the version stated in the order governs delivery and transfer of risk. If no Incoterm is agreed, delivery is ex works and risk passes when the goods are handed to the carrier at EPCOTEC’s premises. Partial deliveries are permitted where objectively reasonable and usable by the customer. The customer shall preserve recourse claims against carriers and document visible transport damage upon delivery.
7. Acceptance
Work results, engineering packages, pilot systems, machinery, commissioning and plant services are subject to acceptance where their nature requires it. Acceptance is assessed against the agreed specification and acceptance procedure. It may not be refused because of immaterial deviations. Statutory deemed acceptance, including Section 640(2) BGB, remains applicable. Productive use does not waive properly reserved rights in defects.
8. Inspection, defects and subsequent performance
Where Section 377 HGB applies, the customer shall inspect deliveries promptly and notify detectable defects without undue delay, with a sufficiently precise description. EPCOTEC warrants conformity with the expressly agreed specification at transfer of risk or acceptance and may choose between repair and replacement, subject to mandatory law. The customer shall provide reasonable access and cooperation for subsequent performance. Claims do not arise from normal wear, unsuitable customer materials, improper storage or operation, unauthorised modification, unagreed interfaces or failure to follow operating and maintenance instructions.
9. Limitation period for defect claims
For business customers, the limitation period for defect claims is 12 months from transfer of risk or acceptance, as applicable. This reduction does not apply to claims based on intent, gross negligence, injury to life, body or health, fraudulent concealment, an expressly assumed guarantee, mandatory product-liability law, statutory rights of recourse or defects in a building or an item used for a building in accordance with its usual purpose where mandatory longer periods apply.
10. Liability
EPCOTEC is liable without limitation for intent, gross negligence, injury to life, body or health, fraudulent concealment, expressly assumed guarantees and mandatory product liability. For a slightly negligent breach of an essential contractual obligation, liability is limited to foreseeable damage typical for the contract. Essential obligations are those whose fulfilment enables proper performance of the contract and on which the customer may regularly rely. In all other cases, liability for slight negligence is excluded to the extent legally permissible. These limitations also apply in favour of EPCOTEC’s employees, representatives and agents.
11. Retention of title
Delivered goods remain EPCOTEC property until all claims arising from the business relationship have been settled. The customer shall store retained goods separately where practicable, protect and insure them appropriately and notify EPCOTEC immediately of third-party access. Processing or combination is carried out for EPCOTEC proportionally to the value of the retained goods. The customer may resell retained goods in the ordinary course of business and assigns to EPCOTEC, as security, the resulting claims up to the secured amount. EPCOTEC shall release security at its choice insofar as its realisable value exceeds the secured claims by more than 10%.
12. Intellectual property, software and confidentiality
Pre-existing know-how, methods, designs, source materials, software and intellectual-property rights remain with the respective owner. Upon full payment, the customer receives the non-exclusive rights expressly required to operate the agreed deliverable. Rights to reproduce equipment, disclose manufacturing documentation, reverse engineer or supply third parties are not granted except where mandatory law permits otherwise. Each party shall protect confidential commercial and technical information and use it only for the contractual purpose.
13. Export control and compliance
Performance is subject to applicable export-control, sanctions, customs and anti-corruption laws. The customer shall provide accurate end-use, end-user, destination and compliance information when requested and shall not use, export, re-export or transfer deliverables contrary to applicable restrictions. EPCOTEC may suspend performance for a proportionate compliance review or where performance would be unlawful; statutory rights and agreed allocation of compliance responsibilities remain unaffected.
14. Applicable law and jurisdiction
The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods. If the customer is a merchant, legal entity under public law or special fund under public law, exclusive jurisdiction is Aachen, Germany; EPCOTEC may additionally bring proceedings at the customer’s registered office. Mandatory jurisdictions remain unaffected. The invalidity of an individual provision does not affect the remaining provisions; the statutory rule applies in place of an invalid clause.