General Terms and Conditions of Sale and Delivery (GTC)

JVK Filtration Systems GmbH – Georgensgmünd, Germany

Section 1: Scope of Application

These General Terms and Conditions of Sale and Delivery (hereinafter “GTC”) apply to all business relations, contracts, deliveries, and services between JVK Filtration Systems GmbH (hereinafter “JVK”) and its customers (hereinafter “Buyer”). These GTC apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, or special funds under public law. Any conflicting, deviating, or supplementary terms and conditions of the Buyer shall not become part of the contract unless JVK has expressly agreed to their validity in writing.

Section 2: Offer and Conclusion of Contract

All offers made by JVK are subject to change and non-binding, unless they are expressly designated as binding. An order placed by the Buyer shall be deemed a binding contractual offer. A contract is only concluded upon written order confirmation by JVK or by the execution of the delivery. Technical descriptions, drawings, dimensions, weights, and other performance data in brochures, catalogs, or online media are approximate values only and do not constitute guaranteed characteristics unless expressly agreed in writing.

Section 3: Prices and Payment Terms

Unless otherwise agreed in writing, all prices are quoted “Ex Works” (EXW Incoterms 2020) Georgensgmünd, excluding packaging, freight, insurance, customs duties, and statutory value-added tax (VAT). Invoices are due and payable without any deduction within 30 days from the invoice date, unless alternative payment terms (e.g., advanced payment, down-payment after drawing approval) are specified in the contract. The Buyer shall be in default upon expiry of the payment deadline. JVK reserves the right to charge default interest at the statutory rate (currently 9 percentage points above the base interest rate per annum).

Section 4: Delivery, Shipping, and Passing of Risk

Delivery dates and deadlines are only binding if they have been expressly confirmed by JVK in writing. The risk of accidental loss and accidental deterioration of the goods shall pass to the Buyer as soon as the goods are handed over to the carrier, freight forwarder, or other person designated to perform the shipment. If delivery is delayed due to circumstances for which the Buyer is responsible, the risk shall pass to the Buyer from the day the goods are ready for shipment. JVK is entitled to make partial deliveries if this is reasonable for the Buyer.

Section 5: Retention of Title

JVK retains full legal title to all delivered goods until all current and future claims arising from the purchase contract and the ongoing business relationship have been paid in full. The Buyer is authorized to resell the goods in the ordinary course of business; however, the Buyer hereby assigns to JVK all claims in the amount of the final invoice value (including VAT) that accrue to the Buyer from the resale against its customers or third parties.

Section 6: Warranty and Notification of Defects

The Buyer’s warranty rights require that the Buyer has properly complied with its statutory duties to inspect the goods and report defects (Sections 377, 381 of the German Commercial Code – HGB). Any obvious defects must be reported to JVK in writing immediately, but no later than within 7 days of receipt of the goods. In the event of a justified and timely defect notification, JVK shall, at its option, remedy the defect (rectification) or deliver a defect-free item (replacement). The limitation period for warranty claims is 12 months from the delivery of the goods.

Section 7: Limitation of Liability

JVK shall be liable without limitation for damages resulting from injury to life, body, or health caused by a negligent or intentional breach of duty. For other damages, JVK’s liability is limited to intent and gross negligence. In cases of simple negligence, JVK shall only be liable for the breach of essential contractual obligations (cardinal obligations), limited to the foreseeable damage typical for this type of contract. Liability under the German Product Liability Act (Produkthaftungsgesetz) remains unaffected.

Section 8: Governing Law and Jurisdiction

These GTC and all contractual relationships between JVK and the Buyer shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the registered office of JVK in Georgensgmünd (or the competent court in Nuremberg, Germany).