General Terms and Conditions

Terms and Conditions of Sale, Delivery, and Payment of WTA UNISOL GmbH

Preamble
These conditions become part of the contract for deliveries and services (hereinafter collectively referred to as “delivery”). The other party to the contract is referred to as the buyer hereafter.

1. General, Governing Conditions
1.1. These conditions apply in their most recent version to all offers, conclusions, and deliveries without needing to be explicitly mentioned or agreed upon at the time of contract conclusion. This also applies to follow-up transactions.
1.2. Contradictory or deviating delivery conditions (including general terms and conditions of the buyer) or other restrictions are not recognized unless WTA UNISOL has expressly and in writing agreed to them.
1.3. The unconditional delivery does not constitute recognition of the buyer’s general terms and conditions.
1.4. The buyer may only assign claims from legal transactions concluded with us with our express consent.

2. Offers; Offer Documents and Conclusion of Contract
2.1. Our offers are non-binding. Their binding effect is excluded.
2.2. A contract is only concluded through our written order confirmation or the execution of the order by us. Order confirmations can be made by letter, fax, or email. The fax transmission protocol serves as proof of receipt. An invoice issued by us also serves as confirmation.
2.3. Accordingly, these conditions also apply to contract supplements, adjustments, or amendments.
2.4. All sales documents, cost estimates, drawings, specifications, and price lists are to be treated as strictly confidential and must not be made accessible to third parties, even in part. We reserve all property and copyright rights.
2.5. The buyer assumes full responsibility for documents to be provided by him. The buyer is responsible for the accuracy of the order and is responsible for providing us with any necessary information regarding the ordered goods in a timely manner so that we can execute the order in accordance with the contract.
2.6. If the goods must be manufactured or otherwise processed by us, and the buyer has submitted a specification for this, the buyer must indemnify us against any loss, damage, costs, or other expenses that he has to pay or is willing to pay because the contractual processing of the goods has turned out to be an infringement of a patent, copyright, trademark, or other protective right of a third party due to the buyer’s specification.
2.7. We reserve the right to modify the goods description concerning the specification to the extent necessary to comply with legal requirements, provided that this change does not result in a deterioration in the order in terms of quality and usability.

3. Scope of Delivery
3.1. The scope of delivery is definitively and conclusively fixed in our order confirmation. Supplements, changes, or similar require our written confirmation.
3.2. Consultations by our staff, especially those in internal and external sales, are based on the best knowledge and the state of the art and are tailored to normal operating conditions. The limitation of liability in the following clauses 8.7 to 8.9 and 9 also applies in the event of any liability arising from our consultation.

3.3. Measurements, weights, images, and drawings, especially for water technology systems, are binding for execution only if they have been expressly and mutually confirmed in writing.
3.4. The technical properties of the products, especially the extent of the operating permit and permissible operating conditions, are derived from our technical documents. Should the operating conditions, especially the water conditions, change in the time between our offer and delivery, the buyer is obliged to inform us in writing.
3.5. Installation and assembly work as well as the creation of possibly required test certificates and static evidence due to the intended use, duration of use, and/or location are not included in the scope of delivery unless explicitly agreed. They are then to be remunerated as special services.

4. Shipping
4.1. Unless expressly agreed otherwise in writing, delivery FCA (Incoterms 2010) is generally agreed upon. Our contractual performance is considered fulfilled upon handover of the goods to the carrier at the factory, subject to a different written agreement. The goods always travel uninsured and at the buyer’s risk, regardless of whether the delivery is carriage paid and regardless of the means of transport used. Transport insurance is only concluded at the express request of the buyer. The resulting costs are borne solely by the buyer.
4.2. The choice of shipping location, route of transportation, and transport means is made by us at our discretion in the absence of a different written agreement, without assuming liability for the cheapest and fastest transport.
4.3. If the buyer provides the transport means, he is responsible for its timely provision. Any delays must be communicated to us in a timely manner. The resulting costs plus any additional costs are borne by the buyer.

5. Delivery Period, Delivery Time, Force Majeure, Delivery Delay
5.1. Stated delivery and unloading times are always non-binding unless something different has been expressly agreed in writing.
5.2. Delivery periods/times specified unilaterally by the buyer do not become part of the contract.
5.3. The delivery period begins with our written order confirmation but not before all details of the execution have been clarified and both parties have agreed on all terms of the contract, and the necessary construction freedoms and possibly required official permits are available, and it refers to completion in the factory. Compliance with it presupposes the timely fulfillment of the contractual obligations of the buyer, especially the payment conditions. If these prerequisites are not met in a timely manner by the buyer, the period is appropriately extended.

5.4. A reasonable extension of the period also occurs if non-compliance with the period is due to force majeure. Force majeure includes in particular mobilization, war, riot, strike, lockout, interventions by higher authorities, or the occurrence of other unforeseen obstacles that are not culpably caused by us. This also applies if the obstacles occur during a delivery delay.
5.5. A reasonable extension of the period also occurs if there is a shortage of raw materials at the time of contract conclusion or supply disruptions not foreseeable by us, especially for energy, operating materials, and water. If we are still unable to deliver after a reasonable extension of the period, either party is entitled to withdraw from the contract. Claims for damages by the buyer are excluded.
5.6. A reasonable extension of the period also occurs if official permits or other permits required for the execution of the delivery (e.g., import or export permits) or information from the buyer do not arrive in time or if there is a subsequent change to the order by the buyer.
5.7. We are entitled to make partial deliveries unless expressly agreed otherwise in writing.
5.8. If an agreed delivery or unloading time is exceeded without a delivery obstacle as described in the preceding clauses 5.3, 5.4, and 5.5 occurring, the buyer must grant us a reasonable grace period of at least two weeks in writing.
5.9. If we culpably fail to meet this grace period, the buyer is not entitled to claim damages for non-performance or delay unless we are guilty of intent or gross negligence. The buyer’s right to withdraw from the contract after the fruitless expiry of a set grace period remains unaffected.
5.10. If the shipment is delayed at the request of the buyer, storage fees of at least 1.5% of the invoice amount or a maximum of the actual storage costs + 10% overhead surcharge for each started month (for interest, storage costs, and insurance) are to be paid by the buyer from the notification of readiness for dispatch.
5.11. If a work performance is owed and completion is delayed due to circumstances we are not responsible for, we are entitled to claim compensation for additional expenses plus a 10% overhead surcharge from the buyer.

6. Default in Acceptance
If there is a default in acceptance, non-contractual acceptance, or other breaches of cooperative duties by the buyer, we can claim damages and/or possible additional expenses.
6.2. In the event of default in acceptance as described above, the risk of accidental loss or accidental deterioration transfers to the buyer.

7. Consequences of Delay
The buyer agrees to pay a lump-sum compensation of 5% of the contract sum if he is in default of acceptance. Further claims on our part remain unaffected.

8. Warranty
8.1. We guarantee that the goods we manufacture are free from material and manufacturing defects and are manufactured according to our specifications and, if agreed, according to the buyer’s specifications.
8.2. We do not assume responsibility that the goods are suitable for a particular purpose unless we have expressly agreed to this liability.
8.3. Defects must be reported to us in writing by the buyer immediately, at the latest within one week after delivery to the buyer, for hidden defects immediately after their discovery. This also applies equally to incomplete deliveries.
8.4. For defects, we provide a warranty by repairing the delivery free of charge or delivering a new one at our discretion.
8.5. Upon the detection of defects, we must be given the opportunity to inspect them.
8.6. In the event of justified complaints about defects, the buyer must grant us a reasonable time and opportunity for subsequent performance. If a set reasonable grace period expires without rectifying the defect or if the subsequent performance fails, the buyer has the right, at his choice, to withdraw from the contract or to reduce the agreed compensation.
8.7. The warranty does not cover natural wear and tear or deterioration, nor damages that occur after the transfer of risk due to incorrect or negligent handling

, deliberate damage, inadequate work by third parties, improper assembly or storage, and similar other causes for which we are not responsible.
8.8. Warranty is voided for consequences arising from changes or repair works carried out by the customer or an unauthorized third party.
8.9. Unless otherwise expressly agreed in writing, the warranty period is 1 year. For filter modules, their membranes, spare parts, and accessories, it is 4000 operating hours, maximum 12 months from delivery, in the case of agreed assembly from completed assembly, in the case of an agreed trial operation, as soon as it has been carried out without complaint.
8.10. For buildings, materials in the sense of § 438 Abs. 1 Nr. 2 BGB (building materials and components), and work performances in the sense of § 634 a Abs. 1 Nr. 2 BGB, the statutory warranty periods apply.
8.11. Claims by the buyer exceeding the aforementioned warranty claims are excluded. This applies in particular to claims for compensation for damages not occurring on the delivery itself. The aforementioned limitation of liability does not apply in cases of intent and gross negligence. The liability limitation also does not apply in the event of culpable injury to life, body, or health, as well as liability under the Product Liability Act.
8.12. Insofar as liability is not already excluded according to clause 8.11, we are liable for breaches of essential contractual obligations only up to the amount of the typically occurring, foreseeable damage, but not exceeding 50% of the order value.
8.13. In the case of clause 8.11, the liability for property and personal damage is limited to the coverage amount of our liability insurance. We are liable for a maximum of €100,000 per year and event. We are willing to provide the buyer with information about the existence of liability insurance upon request.
8.14. For returns – except for returns due to defectiveness of the goods – the buyer bears the risk and costs. 8.15. Goods complained about may only be returned with the express consent of the seller. Furthermore, §§ 439, 440 BGB apply.

9. Liability
9.1. Further liability for damages as provided in clauses 8.11, 8.12, and 8.13 is – regardless of the legal nature of the asserted claim – excluded.
9.2. The aforementioned provision does not apply to claims under the Product Liability Act and for claims due to initial inability or culpable impossibility.
9.3. The exclusion of liability in clauses 8.11, 8.12, 8.13, and clause 9.1 also applies correspondingly to such claims that arose through consultations, information, or data in print media provided before or after the conclusion of the contract.
9.4. As far as our liability is excluded or limited, this also applies to the personal liability of our employees, representatives, and agents.

10. Prices and Payment
10.1. Prices are, unless otherwise indicated, exclusive of the applicable statutory value-added tax which the buyer must also pay, as far as this is legally required. 10.2. Prices are quoted in Euro.
10.3. Unless otherwise indicated in the offer or our sales price lists, or unless otherwise agreed between us and the buyer in writing, all prices mentioned by us are based on EXW (Incoterms 2010). Insofar as we are willing to deliver the goods to other locations, the buyer has to bear the costs for transport, packaging, and insurance.
10.4. We reserve the right to increase the goods price as required by the general development of prices beyond our control (such as exchange rate fluctuations, currency regulations, changes in customs duties, significant increases in material or manufacturing costs) or due to a change of suppliers after timely notification of the buyer and before the execution of the delivery of the goods.
10.5. Our claims for payment of the purchase price are generally “net cash” and without any deductions immediately payable upon receipt of the invoice unless a different payment deadline is agreed in writing.
10.6. The acceptance of bills of exchange or checks must be agreed in writing in advance and occurs only on account of payment, the buyer bears the costs of discounting and collection. 10.7. If the invoice amount is not settled within a maximum of 15 calendar days from the invoice date or another due date, we are entitled to charge default interest at a proven rate, but at least at a rate of 8% above the base interest rate of the ECB, without the need for a special reminder.
10.8. If proper business operations are no longer maintained at the buyer’s, in particular, if attachments occur, a check or bill of exchange protest takes place, or payment difficulties or even payment cessation occur, or if a judicial or extrajudicial settlement procedure or bankruptcy procedure concerning him is requested or

a procedure under the Insolvency Code is applied for, we are entitled to make all our claims from the business relationship immediately due, even if we have accepted bills of exchange or checks. The same applies if the buyer defaults on payments to us or other circumstances become known that make his creditworthiness appear doubtful. In such a case, we are also entitled to demand advance payments or security deposits or to withdraw from the contract.
10.9. The buyer may only offset with claims that are undisputed or have been legally established. Moreover, the buyer is entitled to exercise a right of retention only to the extent that his counterclaim is based on the same contractual relationship.
10.10. Representatives or customer service technicians are not authorized to collect unless they are explicitly authorized in writing.

11. Retention of Title
11.1. We retain title to the delivery item until receipt of all payments from the delivery contract and the entire business relationship including balance claims from current accounts as well as from refinancing or reverse bills of exchange as well as the interest and costs of any legal prosecution. 11.2. The buyer is authorized to resell the goods delivered by us in the ordinary course of business. The authorization granted herein expires in particular in the cases referred to in the following paragraph 11.3. Furthermore, we are entitled to revoke the buyer’s authorization to resell by written declaration if he defaults in fulfilling his obligations towards us, especially with his payments, or if other circumstances become known that make his creditworthiness appear doubtful.
For the buyer’s right to process the goods delivered by us, the restrictions of the aforementioned paragraph 11.2 apply accordingly. By processing, the buyer does not acquire ownership of the wholly or partially manufactured items; the processing takes place gratuitously exclusively for us as the manufacturer within the meaning of § 950 BGB. Should our retention of title nevertheless expire due to any circumstances, the buyer and we hereby agree that ownership of the items passes to us with the processing, we accept the transfer of ownership, and the buyer remains a gratuitous custodian of the items. 11.4. If our reserved goods are processed with other goods still owned by third parties or are inseparably mixed, we acquire co-ownership of the new items or mixed stock. The extent of the co-ownership arises from the ratio of the invoice value of the goods delivered by us to the invoice value of the other goods.
11.5. Goods in which we acquire ownership or co-ownership according to the aforementioned paragraphs 11.3 and 11.4, as well as the goods delivered under retention of title according to the aforementioned paragraph 11.1, are considered reserved goods within the meaning of the following provisions.
11.6. The buyer hereby assigns the claims from a resale of the reserved goods to us. The claims from a resale also include the claim against the bank that has opened or confirmed a letter of credit in favor of the buyer (= reseller) within the scope of the resale. We hereby accept this assignment. If the reserved goods are a processing product or a mixed stock containing only items that either belonged to the buyer or were delivered to him by third parties under the so-called simple retention of title, the buyer assigns the entire claim from the resale of the goods to us. In the other case, that is, when pre-assignments to us and other suppliers meet, we are entitled to a fraction of the sales proceeds, corresponding to the ratio of the invoice value of our goods to the invoice value of the other processed or mixed goods.
11.7 As long as our claims are secured by more than 125% by the assignments or reservations declared above, the surplus of outstanding amounts or reserved goods will be released at the buyer’s request at our discretion.
11.8. The buyer is authorized to collect the outstanding amounts from the resale of the goods. This authorization to collect ceases if proper business operations are no longer maintained at the buyer’s. Furthermore, we can revoke the buyer’s authorization to collect if he defaults in fulfilling his obligations towards us, especially with his payments, or if other circumstances become known that make his creditworthiness appear doubtful. If the authorization to collect ceases or is revoked by us, the buyer must immediately notify us of the debtors of the assigned claims upon our request and provide us with the information and documents necessary for collection. We are entitled to disclose the assignment at our discretion.
11.9. The buyer may not pledge the delivery or assign it for security; he must store it properly, if necessary, maintain and insure it according to our specifications. In the event of third-party access to our reserved goods or the claims assigned to us, the buyer is obliged to indicate our ownership/our right and to notify us immediately. The buyer bears the costs of an intervention. In the event of resale, processing, or mixing, there is a right to full information at any time in our favor regarding the respective process.
11.10. In the event of breach of contract,

especially default in payment, the buyer is obliged to surrender the reserved goods still in his possession and any claims against third parties for the surrender of the reserved goods to us upon our first request. The taking back as well as the seizure of reserved goods by us does not constitute a withdrawal from the contract.

12. Impossibility, Contract Adjustment
12.1. If the performance owed by us is impossible due to our own fault, the buyer is entitled to claim damages or reimbursement of expenses up to a maximum of 10% of the value of that part of the delivery which cannot be put into operational service due to the impossibility. This liability limitation does not apply in cases of intent or gross negligence. The buyer’s right to withdraw from the contract remains unaffected.

13. Applicable Law, Arbitration
13.1. All disputes arising from or in connection with the contractual relationship between us and the buyer shall be finally decided according to the arbitration rules of the Chamber of Commerce and Industry of Erfurt. The arbitration tribunal consists of one arbitrator. For domestic transactions, the arbitration language is German, for transactions with foreign involvement in non-German-speaking areas, the arbitration language is English. The arbitrator must be proficient in the arbitration language. The seat of the arbitration tribunal is Erfurt. Additionally, or in the case of a missing or ineffective arbitration agreement, the district court of Gotha is locally and materially competent for all legal disputes arising from the contractual relationship.
13.2. The law of the Federal Republic of Germany applies. The arbitration tribunal shall apply this substantive law. Regardless of the provisions of §§ 305 to 310 BGB, the arbitration tribunal is authorized in the event of a contractual clause violating § 307 BGB to reduce the clause to a reasonable content. International sales law is excluded. This expressly also applies to the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

14. Trademarks / Marks
14.1. Our trademarks may only be used with special written permission and according to the specifications of the trademark owner in connection with the goods filled or manufactured by the buyer.

15. Termination / Withdrawal
15.1. We are entitled to terminate the contract without notice if the buyer is guilty of a serious breach of contract.
15.2. The contractual partner is only entitled to withdraw from the contract due to non-performance or untimely or other non-contractual performance if we are responsible for this performance disturbance and a reasonable grace period set by the contractual partner has expired without success.

16. Final Provisions
16.1. For international transactions, the German text version of the agreement is also decisive.
16.2. The invalidity of individual provisions of these General Sales Conditions does not affect the validity of the remaining regulations. Invalid provisions are deemed replaced by such valid provisions that are suitable to achieve the economic purpose of the omitted provision as far as possible.
16.3. The buyer agrees that we may store and use his contact information, including names, telephone numbers, and email addresses, in all countries in which we and/or our affiliated companies are commercially active. Such information may be processed and used by us within the framework of the existing business relationship and may also be passed on to our subcontractors, business partners, and their authorized agents and affiliated companies for the purpose of joint business activities, including communication with customers (e.g., processing orders, for advertising campaigns, for market research).

Special Conditions for the Performance of Customer Service, Maintenance, Assembly, and Repairs
17. General
17.1. The provisions of the foregoing General Sales and Delivery Conditions apply accordingly unless otherwise specified.
17.2. Acceptance of the order can also occur through its execution.

18. Cost Estimates
18.1. Cost estimates are only binding if they are issued in writing or designated as binding.

19. Invoice and Payment
19.1. Labor, used parts, materials, and refill agents are billed separately unless a flat rate price has been agreed in writing at the time of order placement. Where applicable, our respective customer service and spare parts price list applies.
19.2. Payments are due immediately after completion of the work and handing over of the invoice net directly to us or to authorized representatives, provided they can demonstrate a written collection authorization.

20. Acceptance
20.1. Acceptance and acknowledgment of our services occur through the signature on the customer service order or corresponding form, verbal approval, or unreserved payment of the invoice.
20.2. If no such acceptance occurs, the service is considered accepted 12 working days after written notification of completion of the services, but at the latest with the commissioning of the system.
20.3. With the acceptance of the delivery or the acceptance of the work performance, the risk passes to the client.

21.Replaced Parts
21.1. Replaced parts become our property unless otherwise agreed at the time of order placement.