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1. the following terms and conditions of business and delivery shall apply exclusively to all present and future services and deliveries, consideration, payments and all other mutual claims arising from and in connection with contracts between FaktorPlus GreenTechnology GmbH and its contractual partners (hereinafter referred to as the customer).
2. ‘Customer’ within the meaning of these terms and conditions is a natural or legal person or a partnership with legal capacity which, when ordering goods and/or services, acts exclusively in the exercise of its commercial or independent professional activity.
3. any general terms and conditions of business, payment and delivery of the customer, insofar as they deviate from or contain additions to these terms and conditions, are hereby expressly rejected. These shall also not become part of the contract through silence or unconditional delivery. The inclusion of such terms and conditions of the contractual partner shall only be considered if and insofar as these terms and conditions have been expressly accepted in writing by FaktorPlus GreenTechnology GmbH prior to the conclusion of the contract.
4 Individual agreements between the customer and FaktorPlus GreenTechnology GmbH that deviate from the following General Terms and Conditions of Business and Delivery must be made in writing. This also applies to any deviation from the written form requirement.
5. FaktorPlus GreenTechnology GmbH is authorised to amend or supplement the following General Terms and Conditions of Business and Delivery, including any annexes, at any time. In this respect, the version in force at the time of the conclusion of the contract shall be authoritative.
In the case of an existing ongoing business relationship in which a regular exchange of performance and consideration takes place on the basis of a corresponding contractual agreement (continuing obligation), the customer must be notified of the amendment/addition without delay by sending the complete terms and conditions in the amended/supplemented version. Transmission by fax or email shall suffice. If the customer does not wish to agree to the amended/supplemented terms and conditions, he must object to them in writing (fax or email is sufficient) without delay, at the latest within a period of 2 weeks, beginning on the day following receipt of the amended/supplemented terms and conditions. An objection shall be irrelevant if the amendment/addition only serves to implement mandatory legal provisions or to comply with supreme court decisions of German and European jurisdiction. In this case, FaktorPlus GreenTechnology GmbH must inform the customer of this when sending the amended/supplemented version.
If FaktorPlus GreenTechnology GmbH does not receive an objection within the aforementioned period, the contract shall be deemed to be continued on the basis of the amended/supplemented terms and conditions. FaktorPlus GreenTechnology GmbH must expressly inform the customer in writing of this legal consequence and the possibility of avoiding its occurrence by timely objection at the same time as the amended/supplemented terms and conditions are sent.
Insofar as the Customer has effectively objected to the amendment/addition, FaktorPlus GreenTechnology GmbH is entitled to terminate the contractual relationship within a period of 2 weeks, beginning on the day following receipt of the objection, in accordance with the general statutory provisions for good cause without notice. If FaktorPlus GreenTechnology GmbH does not make use of this option, the contract shall be deemed to be continued under the old terms and conditions.
6. Should individual provisions of these General Terms and Conditions of Business and Delivery be invalid, this shall not affect the validity of the contract or the remaining provisions. In this case, the parties are obliged to replace the invalid provision with a provision that comes closest to the economic purpose of the invalid provision.
1. The presentation of the product range in the respective current advertising material does not constitute a binding contractual offer. The corresponding information is subject to change and non-binding with regard to price, quantity, delivery options and delivery time. We expressly reserve the right to make changes. We also reserve the right to make technical changes in the interests of technical progress. Changes in form, colour, weight, etc. as well as other deviations from the product illustrations and product descriptions in brochures and other advertising material are reserved within the bounds of what is reasonable.
2. A contract between the customer and FaktorPlus GreenTechnology GmbH is only concluded when FaktorPlus GreenTechnology GmbH accepts an order (offer) placed by the customer with FaktorPlus GreenTechnology GmbH in writing (also by fax or email) or by telephone. However, an express declaration of acceptance, for example in the form of a written order confirmation, to the customer is not required. In this respect, acceptance can also be declared implicitly, in particular by delivery or notification that the ordered goods are ready for collection.
If FaktorPlus GreenTechnology GmbH wishes to reject an offer or parts thereof or to make acceptance dependent on additional conditions or if it is foreseeable that the delivery cannot be made or cannot be made in full within a reasonable period or within a period set by the customer, FaktorPlus GreenTechnology GmbH will notify the customer of this immediately and, if necessary, submit a counter-offer to the customer, which the customer can freely decide to accept within the commitment period communicated by FaktorPlus GreenTechnology GmbH.
3. The acceptance of the offer is subject to the express reservation of correct and timely delivery by FaktorPlus GreenTechnology GmbH’s suppliers, insofar as FaktorPlus GreenTechnology GmbH has concluded a congruent hedging transaction with the supplier and is not responsible for any incorrect or non-delivery. If, in other cases, it turns out after conclusion of the contract that ordered goods are not available, FaktorPlus GreenTechnology GmbH reserves the right to withdraw from the contract. In both cases, FaktorPlus GreenTechnology GmbH will inform the customer immediately about the non-availability and reimburse any payments already made by the customer without delay.
4 If an order exceeds customary quantities, FaktorPlus GreenTechnology GmbH reserves the right to limit the order to the customary quantity or to make the acceptance of the order dependent on the provision of a directly enforceable, unlimited and irrevocable bank guarantee in the amount of the expected purchase price.
5. it is the responsibility of the customer (applies only to commercial resellers) to submit a confirmation at the same time as the (initial) order stating that he fulfils the requirements of Section 3 (1) (2a) of the Chemicals Prohibition Ordinance. If the customer breaches this obligation and it transpires after acceptance of the order that the customer does not fulfil these requirements and that a sale (delivery) to the customer is therefore not permitted, the customer shall nevertheless remain obliged to provide the consideration (payment of the purchase price). In the case of a delivery that has already been made, the customer is obliged to return the goods (without compensation) and, if necessary, to pay compensation.
If the customer is an end user, he must always submit the following documents at the same time as the order due to the Chemicals Prohibition Ordinance:
– If the end customer is a natural person: copy of the identity card (purchaser must be at least 18 years old) or
– if the final purchaser is a company: copy of the trade or business
register extract and
– Certificate of the required expertise in handling chemicals and
– confirmation that the goods will only be used in an authorised manner and will not be resold.
Orders that are not accompanied by these documents will not be processed. In this case, no express notification of the rejection of the order shall be given, in deviation from clause 2.
1. The purchase price to be paid by the customer is generally based on the FaktorPlus GreenTechnology GmbH price list valid at the time of receipt of the order. In the case of continuing obligations, the price list at the time of the respective delivery shall apply. The unit prices shown in the price list are net prices. If payable, the customer must also pay the applicable value added tax. If the customer has not expressly placed his order subject to prior notification of the prices, his offer shall be deemed to have been made on the basis of the current price list.
Any price information deviating from the current price list in older price lists or otherwise contained in advertising material shall not be valid (cf. also § 3 No. 1).
2. if the customer has indicated prices deviating from the current price list in his order, FaktorPlus GreenTechnology GmbH is entitled to send the customer an order confirmation of the order stating the currently valid prices. If the customer does not immediately object to the order confirmation, the contract shall be concluded on the basis of the current prices.
3. The provision under clause 2 shall apply accordingly in cases where a price change is imminent after receipt of the order up to the time of delivery.
1. unless expressly agreed otherwise in writing, payments shall only be made against invoice.
2. the invoices of FaktorPlus GreenTechnology GmbH are due and payable in full within 10 days of invoicing without deduction, subject to any other written agreement or deviating provisions in these terms and conditions. Invoicing shall generally take place on the date of delivery or on the date of notification that the ordered goods are ready for collection.
3. in the case of larger orders exceeding the usual commercial quantities, half of the invoice amount shall in any case be due and payable immediately upon delivery or collection, irrespective of any bank guarantee provided (cf. § 3 No. 4).
4. if the customer is in default of payment, FaktorPlus GreenTechnology GmbH is entitled to claim the respective statutory default interest (currently 8% above the base interest rate for commercial customers and 5% above the base interest rate for private customers). The right to claim higher damages caused by default remains reserved. In this case, however, the customer is entitled to prove that no or less damage has been caused by the delay. Default occurs when the claim becomes due, without the need for a reminder. 5.
5. all claims become due immediately if the customer defaults on the fulfilment of one or more obligations, culpably fails to comply with other material obligations arising from the contractual business relationship or if FaktorPlus GreenTechnology GmbH becomes aware of circumstances that are likely to affect the creditworthiness of the customer. These include, in particular, suspension of payments or (also provisional) insolvency. In these cases, FaktorPlus GreenTechnology GmbH is entitled to withhold outstanding deliveries and to make the delivery dependent on an advance payment or the provision of a security.
6. the customer may only offset FaktorPlus GreenTechnology GmbH’s claims against counterclaims that have been legally established, are undisputed or have been recognised by FaktorPlus GreenTechnology GmbH. The customer may only assert a right of retention on the basis of counterclaims that are based on the same contractual relationship.
1. all goods delivered by FaktorPlus GreenTechnology GmbH remain the property of FaktorPlus GreenTechnology GmbH as reserved goods in the amount of the claims still due to FaktorPlus GreenTechnology GmbH (current account reservation) until complete fulfilment of all claims, including future principal and ancillary claims, to which FaktorPlus GreenTechnology GmbH is entitled against the customer from the entire business relationship.
2. the customer shall store the goods for FaktorPlus GreenTechnology GmbH with due commercial care and may only resell them in the ordinary course of business as long as he is not in default. If the goods are combined, mixed or blended with other goods, FaktorPlus GreenTechnology GmbH acquires co-ownership, which the customer must hold in safekeeping for FaktorPlus GreenTechnology GmbH.
3. the customer hereby assigns to FaktorPlus GreenTechnology GmbH by way of security all claims against its customers or third parties arising from the resale of the goods subject to retention of title, including all ancillary rights, in full; FaktorPlus GreenTechnology GmbH hereby accepts this assignment. Upon request, the customer is also obliged to provide FaktorPlus GreenTechnology GmbH with a written special assignment of these claims. If the Customer sells the goods subject to retention of title after combining, mixing or blending them with other goods or together with other goods, the assignment of claims shall only be deemed agreed in the amount of the part corresponding to the price agreed between FaktorPlus GreenTechnology GmbH and the Customer plus a safety margin of 10%.
4 FaktorPlus GreenTechnology GmbH undertakes to release the securities to which it is entitled in accordance with the above provisions at the request of the customer insofar as their value exceeds the claims to be secured by more than 10%, and not only in the short term.
5. in the event of seizures and other access by third parties to the reserved goods that jeopardise the ownership of FaktorPlus GreenTechnology GmbH, the customer shall draw attention to the ownership of FaktorPlus GreenTechnology GmbH and inform it immediately of the access. The customer shall bear the costs of any interventions.
6. the customer is obliged to notify FaktorPlus GreenTechnology GmbH immediately of any change of his place of business as long as claims for delivered goods are still outstanding.
1. in addition to the ordered goods with batch-related data on each label, the customer receives the complete, batch-related certificate of analysis as a formal product description with each delivery, as well as a safety data sheet if hazardous goods are involved. The product description is prepared to the best of our knowledge and with the greatest possible care and in compliance with the ISO 9000 and 9001 guidelines.
2. FaktorPlus GreenTechnology GmbH maintains a warehouse at Ellmers in Bremen for the storage of the products. FaktorPlus GreenTechnology GmbH endeavours to keep sufficient stock in its warehouse at all times in order to be able to fulfil orders promptly in customary quantities and to avoid longer delivery times. If the stock is not sufficient to fulfil incoming orders in full, FaktorPlus GreenTechnology GmbH reserves the right to make partial deliveries.
Irrespective of this, delivery times are only binding if they have been expressly confirmed in writing after acceptance of the order.
3. Delivery, as defined in these terms, means making the goods available for collection at the Bremen warehouse. The costs incurred up to this point for transport and packaging are included in the unit prices according to the current price list and are not shown separately. With the provision of the goods, the service to be rendered by FaktorPlus GreenTechnology GmbH is fulfilled.
4. The customer is generally obliged to collect the goods, either personally or through a forwarding agent commissioned by them at their own expense, within a period of one week after notification that the goods are ready for collection. The risk of accidental loss and accidental deterioration passes to the customer upon handover of the goods to the customer or a forwarding agent commissioned by them. The same applies if the customer is in default of acceptance. In this case, FaktorPlus GreenTechnology GmbH is also entitled to charge a customary and reasonable storage fee for each day until collection. If the goods have not been collected by the customer after 6 weeks despite request and deadline, FaktorPlus GreenTechnology GmbH is entitled to withdraw from the contract and demand compensation for the damage incurred.
5. If the customer so desires, FaktorPlus GreenTechnology GmbH will organize the transport of the goods to the customer through a suitable transport company against reimbursement of the costs incurred. The risk of loss, destruction or deterioration of the goods as well as the price risk passes to the customer upon delivery of the goods to the person designated to carry out the shipment. The same applies to the risk of delayed delivery.
6. The customer must ensure that they meet the legal requirements under which the goods may be delivered to them or to persons/transport companies commissioned by them for collection. For orders from abroad, this includes in particular compliance with regulations in the customer’s home country (e.g. import regulations) as well as compliance with regulations of any transit countries. If delays or even the impossibility of delivery to the customer are due to non-fulfillment of these requirements, this is exclusively at the customer’s expense.
7. For exports to countries of the European Union, the customer must also provide FaktorPlus GreenTechnology GmbH with their VAT number at the time of ordering. Bank charges and insurance will be charged separately in this case and are to be paid by the customer.
8. If the customer’s order includes the offered service of fuel system cleaning using a so-called Purge Machine, this service will be provided by FaktorPlus GreenTechnology GmbH. These works are carried out either at the business premises of FaktorPlus GreenTechnology GmbH or, if contractually agreed, directly at the customer’s site. In the latter case, the customer shall bear the associated additional costs, unless already contractually agreed.
1. If contractually agreed, the customer has the right to return goods free of defects within 2 weeks, starting from the date of handover to the customer (for self-collectors) or to the transport company, provided that the customer returns the goods at their own cost and risk, undamaged and complete in their original packaging. Unfranked, incomplete, or externally damaged goods will not be accepted for return. The receipt of the goods by FaktorPlus GreenTechnology GmbH is decisive for the timeliness of exercising the granted right of return. The customer must provide proof of the return shipment and its timely receipt by FaktorPlus GreenTechnology GmbH.
2. The right of return is excluded for goods that have already been opened and/or used (even for their intended use).
3. In cases of contractually agreed return of defect-free goods, FaktorPlus GreenTechnology GmbH is entitled to payment of 15% of the invoice amount corresponding to the returned goods. In all other cases, i.e., in case of a partial return with regard to the goods not returned, the purchase price claim remains in full. FaktorPlus GreenTechnology GmbH is entitled to deduct the 15% payment claim from the refund amount to be claimed by the customer regarding the returned goods.
4. In cases where the goods are defective or do not correspond to the ordered goods, the customer is generally not entitled to initiate a return on their own. Rather, in these cases, provided that the customer has reported the defect or incorrect delivery in a timely manner, the goods will generally be collected by FaktorPlus GreenTechnology GmbH. However, FaktorPlus GreenTechnology GmbH is entitled to demand the return of the goods by the customer instead of collection. In this case, the return must be made free of charge. The costs of the return will be reimbursed to the customer in this case.
1. FaktorPlus GreenTechnology GmbH guarantees that the distributed products are generally suitable for their intended use. No warranty is provided for suitability for a specific purpose or for a specific result (see also Section 5).
2. FaktorPlus GreenTechnology GmbH itself or through its supplier provides warranty for defects in the goods at its discretion by repair or replacement. The replacement can also be made by delivering an equivalent item.
3. If the repair or replacement fails, the customer may, at their discretion, demand a reduction in payment or cancellation of the contract.
4. The goods must be inspected immediately upon receipt for defects and completeness. Any defects discovered must be reported to FaktorPlus GreenTechnology GmbH immediately, at the latest within 5 working days of receipt of the goods. Timely dispatch of the notice of defects is sufficient to meet the deadline; the burden of proof for this lies with the customer.
If the customer fails to inspect or give notice of defects in time, the delivered goods are deemed approved, unless the defect was not detectable during inspection. Defects discovered later must also be reported to FaktorPlus GreenTechnology GmbH immediately; otherwise, the goods are deemed approved with regard to these defects as well.
The notice of defects must be made in writing and must precisely describe the complained defect.
5. A defect that would entitle to warranty claims does not exist if, during the intended use of the goods, the reduction in fuel consumption or emission reduction is less than stated in announcements (brochures, internet, press releases, and other advertising materials) by FaktorPlus GreenTechnology GmbH. These statements are merely non-binding examples. Although the information is based on the results of numerous tests, the success ultimately depends on numerous imponderables (e.g., driving style, vehicle age, etc.), so that no guarantee can be given for a specific fuel saving or a specific emission reduction.
A defect entitling to warranty claims therefore only exists during intended use of the goods if no fuel savings and emission reduction occur at all. The burden of proof for this lies with the customer.
When using the service (fuel system cleaning), a defect entitling to warranty claims does not exist even if no fuel savings and emission reduction can be proven at all. This already follows from the nature of the service, where only a specific performance, in this case cleaning, is owed, but not a specific result.
6. All warranty and damage claims expire within one year from the handover of the goods.
1. Subject to the following regulations and mandatory statutory provisions, FaktorPlus GreenTechnology GmbH is liable – including with regard to its vicarious agents – only for intent and gross negligence. In case of slight negligent breach of cardinal obligations, FaktorPlus GreenTechnology GmbH’s liability is limited to the amount of typically foreseeable damage. FaktorPlus GreenTechnology GmbH is not liable for slightly negligent breaches of duty, such as delay or impossibility, or for slightly negligent breaches of protective duties.
2. The above exclusions and limitations of liability do not apply in cases of strict liability, particularly under the Product Liability Act, in cases of culpable injury to body and health or loss of life.
3. FaktorPlus GreenTechnology GmbH is not liable for damages – regardless of their nature and extent – that arise from improper handling, particularly use deviating from the intended purpose, of the delivered products (chemicals) or that are based on non-compliance with the product description or technical requirements or on insufficient protective measures when handling the products (chemicals).
If the customer or a person authorized by them to collect the goods notices damage to the packaging upon receipt of the goods, they must immediately report this damage on-site to the auxiliary person of FaktorPlus GreenTechnology GmbH entrusted with the handover of the goods and have this damage confirmed in writing by them. If the customer notices damage to the packaging upon receipt of the delivery in case of shipment made at their express request, they must have the damage confirmed in writing by the transport company when accepting the goods. Transport damages that are only discovered after unpacking the goods must be reported in writing to FaktorPlus GreenTechnology GmbH within 5 working days after receipt of the goods. Otherwise, the assertion of claims based on improper transport is excluded. Additionally, § 9 No. 4 applies accordingly.
1. The substantive law of the Federal Republic of Germany shall apply exclusively. The UN Convention on Contracts for the International Sale of Goods does not apply.
2. The exclusive place of jurisdiction for all disputes arising from the business relationship with the customer is the court responsible for the registered office of FaktorPlus GreenTechnology GmbH (Celle).
3. The place of performance for the service to be provided by FaktorPlus GreenTechnology GmbH is Bremen (location of the warehouse). The place of performance for the consideration is Celle (registered office of FaktorPlus GreenTechnology GmbH).
4. Should individual provisions of the contract between FaktorPlus GreenTechnology GmbH and the customer, including these General Terms and Conditions, be or become wholly or partially invalid or should there be a gap herein, this shall not affect the validity of the remaining provisions. Section 2 No. 5 shall apply additionally.