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Business Hours
MO - FR 09:00 - 17:00
Location
HAMBURG GERMANY
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General Terms and Conditions

General Terms and Conditions

EMENO Batteries GmbH
Jarrestrasse 44
22303 Hamburg
Phone: +49(0)40 696563-48
Fax.:+49(0)40 696563-76
E-Mail: info@emeno.de

Managing Director: Wojtek Kerschke
HRB – 98209 District Court of Hamburg
VAT ID: DE250030882 Preamble

§ 1 General Terms and Conditions

The following general terms and conditions apply to all of our deliveries and services. The customer’s general terms and conditions and/or purchasing conditions are expressly not valid.

Our offer is aimed exclusively at entrepreneurs and public bodies. An entrepreneur is defined as a natural or legal person or a partnership with legal capacity who acts in representation of their commercial or independent professional activity when conducting a legal transaction.

§ 2 Conclusion of Contract

Based on the requirements and specifications provided by the customer and, if necessary, through our own investigations, we create an offer to which we are bound for a period of 5 days. The customer can accept the offer in written form (by email, fax, or letter). If they change the content of the offer or if the customer misses the acceptance period, this is initially considered a rejection of the offer, and it must be followed by a new offer on behalf of the customer. In addition, we have the option to accept an order by means of an order confirmation, provided that the content of the offer specified by the customer is acceptable to us. Our general terms and conditions also apply in this case.

§ 3 Prices

Depending on the order, the prices we offer include the purchase price, as well as the costs for the development of the products and any expenses incurred. The additional costs could result from trainings, installation, or other additional services, including, but not limited to, necessary consultation, planning, or trips to the customer or locations named by the customer, such as those that would be made for assessment, consultation, inspection, etc. Unless expressly stated otherwise, the prices are net prices.

If the preparation of the offer already incurs costs, the payment of these costs will be discussed and agreed upon with the customer beforehand.

Furthermore, our offer includes the costs for packaging, insofar as these are charged separately.

Costs for any required permits and customs duties, etc. are at the expense of the customer, as is any import sales tax, etc.

§ 4 Bearing the Risk: Customer’s Obligation to Insure

Unless expressly agreed upon otherwise, we deliver with EXW for deliveries within Germany and abroad (“Ex Works” – “Ab Werk” (c/o Elb Logistics GmbH, Gutenbergring 45, 22848 Norderstedt near Hamburg, Germany resp. Wamtechnik Sp. z o.o., ul.Techniczna No.2 PL-05-500 Piaseczno, Poland)

The customer is responsible for transport insurance, as we do not assume any liability during transport, and once transport of the products has commenced, all risk transfers to the customer.

§ 5 Official Permissions

The customer is obliged to arrange for any necessary official approvals for the product (e.g. for its export.) We will help to ensure that the prerequisites for the approval are met where necessary. Costs for this as well as the risk of refusal of approval are borne by the customer.

§ 6 Terms of Payment

We deliver against payment in advance. Unless otherwise expressly agreed, the net invoice amount is to be paid within 10 days. We only grant cash discounts after prior agreement.

§ 7 Retention of Title

  1.  The delivered goods (reserved goods) remain our property until all claims arising from this contract have been paid in full.
  2.  As long as ownership has not yet passed to the buyer, they undertake to treat the goods subject to retention of title with care and to insure them at the buyer’s own expense against damage caused by fire, water, and theft at replacement value.
  3. The buyer is not entitled to pledge the reserved goods to third parties or to transfer ownership as collateral. However, the buyer is entitled to use the reserved goods and to resell them in the ordinary course of business, as long as they have fulfilled their payment obligations. Any claims of the sale made against the buyer’s business partners are assigned to us by the buyer as collateral. We accept this cession.

We revocably authorize the buyer to collect the claims that have been assigned to us for their account in their own name. This does not affect our right to collect the claims ourselves. However, we will not collect the claims ourselves and will not revoke the direct debit authorization as long as the buyer duly fulfills their payment obligations.

If the buyer breaches contract, in particular if they default on their payment obligations, we can demand that the buyer disclose the assigned claims and the respective debtors, inform the respective debtors of the previously mentioned assignment, and hand over all documents to us and provide all the information necessary for us to assert these claims.

The handling and processing or modification of the reserved goods by the buyer always takes place in our name and on our behalf. If the reserved goods are processed with other items that are not our property, we acquire co-ownership of the new item in relation to the value of the reserved goods and to the other processed items at the time of processing. If the reserved goods are inseparably connected or blended with other items that do not belong to us, we acquire co-ownership of the new item in relation to the value of the reserved goods and to the other connected or blended items at the time of connection or blending. If the connection or blending takes place in such a way that the buyer’s item is to be regarded as the main item, it is agreed that the buyer transfers co-ownership to us proportionately. We accept this transfer. The buyer will keep the resulting sole ownership or co-ownership of the item for us.

If the goods subject to retention of title are seized or are subject to other interventions by third parties, the buyer is obliged, as long as ownership has not yet passed to them, to inform the third party of the property rights to which we are entitled and to inform us immediately in writing so that we can enforce our property rights. The buyer is liable to us for any court or out-of-court costs incurred in this connection if the third party is not able to reimburse us for these costs.

At the buyer’s request, we undertake to release the collateral to which they are entitled insofar as the feasible value exceeds the value of the outstanding claims against the buyer by 10%.

§ 8 Liability for Defects

The statutory period for liability for defects is two years. This is hereby contractually limited as follows: the liability for material defects and defects of title as well as any digital products and digital elements is reduced to one year.

In the event of damage caused in any other way, and in accordance with the statutory provisions, we are liable in the event of intent and gross negligence, including that of our associates. The same applies to negligently caused damage resulting from injury to life, limb, or health.

§ 9 Limitation of Liability

In the event of negligent property damage and financial loss, we and our associates are only liable if a material contractual obligation is breached, but the amount is limited to the damage that was foreseeable and typical for the contract at the time the contract was concluded. Essential contractual obligations are those whose fulfillment characterizes the contract and on which the customer can rely.

The aforementioned limitation of liability does not apply:

  • To intentional or grossly negligent breaches of duty.
  • To breaches of essential contractual obligations.
  • To injury to life, limb, or health.
  • To the assumption of warranties or contractual performance.
  • To liability under the Product Liability Act.
  • In the case of fixed and agreed-upon delivery dates.

§ 10 Ban on Offsetting

Offsetting and a right of retention can only be asserted against us if the claims are undisputed by us or have been legally established in court.

§ 11 Intellectual and Technical Property Rights

We may create documents of plans, drawings, concepts, calculations, etc. The rights to these documents are exclusively ours. If a contract is concluded, the customer will be granted a simple right of use, insofar as property rights (such as copyright, design/design patent protection, utility model protection, or patent) can occur on our documents or other work results. We alone are entitled to register patents, utility models, and designs but are not obliged to do so. Insofar as intellectual or technical property rights arise in cooperation with the customer, these can be fully exploited by everyone involved in view of the indivisible joint results, whereby the registration of patents, utility models and designs can then be registered by us together with the customer against an agreement to share the costs. If we waive the registration, the customer also refrains from doing so, unless they register themselves and bear all the costs.

If no agreement is reached after the documents have been created, these and all other work results must be returned to us immediately and all files must be deleted. The customer waives any rights of retention.

Passing on the documents and work results to third parties is prohibited unless this is necessary for the execution of a contract with us. The customer undertakes to keep all information, documents, and work results transmitted to them strictly confidential. This applies in particular to prototypes, etc., for which patentability or design protection may be possible. These are only to be made available to the public after development has been completed and after our express consent, so that we have the opportunity to register any property rights. Our consent is deemed to have been granted if we have not registered the property right within one month of being expressly requested to do so or have made a declaration that we are not registering any property rights. The same applies to jointly developed work results. The passing on and early publication of work results, also in the context of obtaining alternative offers, will lead to claims of damages.

The customer is responsible for checking whether and under which conditions the component ordered from us can be combined with the end product without infringing on the property rights of the manufacturer of the end product or its liability and warranty conditions.

§ 12 Choice of Law and Place of Jurisdiction

The law of the Federal Republic of Germany applies exclusively, excluding the UN sales law. The place of jurisdiction is Hamburg, Germany.

§ 13 Written Form

Written form applies to agreements made with us, including faxes or PDF documents that are exchanged with signatures.

§ 14 Information Text for Manufacturers according to § 18 BattG:

The symbol of the crossed-out garbage can on batteries or accumulators means that they must not be disposed of with household waste at the end of their service life. If batteries or accumulators contain mercury (Hg), cadmium (Cd) or lead (Pb), you will find the respective chemical symbol below the symbol of the crossed-out garbage can. You are legally obliged to return old batteries and accumulators after use. You can do this free of charge at a retail store or at another collection point near you. Addresses of suitable collection points can be obtained from your city or local government.

Batteries may contain substances that are harmful to the environment and human health. Particular caution is required due to the special risks involved in handling lithium-containing batteries. The separate collection and recycling of old batteries and accumulators is intended to avoid negative effects on the environment and human health.

Please avoid generating waste from old batteries as much as possible, for example, by giving preference to batteries with a longer lifespan or rechargeable batteries. Please avoid littering public spaces by not leaving batteries or battery-containing electrical and electronic devices lying around. Please explore ways to recycle a battery instead of disposing of it, such as reconditioning or repairing the battery.

Further information on the Battery Act can also be found on the Internet at www.batteriegesetz.de.

In the event of discrepancies between the German and English language versions of these terms and conditions, the German version shall prevail.

Status as of 2/2022