General Terms and Conditions

(02/2021)

E-Cap Marine GmbH

 

§ 1 General

(1) The following General Terms and Conditions (GTC) apply exclusively to all deliveries and other services of E-Cap Marine GmbH (hereinafter: Seller).

(2) Customers within the meaning of these GTC are both consumers and entrepreneurs.

(3) A consumer within the meaning of these GTC is any natural person who concludes the contract for a purpose that cannot be attributed to his commercial or independent professional activity (§ 13 of the German Civil Code - BGB).

(4) An entrepreneur within the meaning of these General Terms and Conditions is a natural or legal person or a partnership with legal capacity who, when concluding the contract, acts in the exercise of his commercial or independent professional activity (Section 14 (1) of the German Civil Code (BGB)).

(5) Terms and conditions of customers or third parties shall not apply, even if the Seller does not separately object to their application in individual cases. Even if the Seller refers to a letter that contains or refers to the terms and conditions of the Customer or a third party, this shall not constitute an agreement to the validity of those terms and conditions.

§ 2 Offers, scope of services and conclusion of contract

(1) The Seller's contract offers are subject to change and non-binding, unless they are expressly marked as binding.

(2) The order confirmation and these General Terms and Conditions shall be exclusively authoritative for the scope of the contractually owed performance. Additions and amendments to the agreements made, including these terms and conditions, must be made in writing to be effective.

(3) Information provided by the Seller on the subject matter of the delivery (quantity, weights, dimensions, etc.) are not guaranteed characteristics, but descriptions or identifications of the delivery or service. Customary deviations are permissible.

(4) Any transfer of concluded contracts to third parties (so-called transfer of contract) shall require the prior consent of the Seller in order to be effective.

§ 3 Prices and terms of payment

(1) Prices quoted are in EURO and do not include the statutory value-added tax, if this is not shown separately, nor transport costs. Customs duties and similar charges shall be borne by the customer.

(2) Unless expressly agreed otherwise, the Seller shall deliver only against advance payment.

(3) If the provision of services is the subject matter of the contract, a down payment in the amount of 50% of the total order value shall be due for payment immediately after conclusion of the contract, the other half after delivery, unless expressly agreed otherwise.

§ 4 Offsetting and retention

(1) The Seller shall be entitled to rights of set-off and retention as well as the defense of non-performance of the contract to the extent provided by law.

(2) The Customer may only set off its own claims against claims of the Seller if the counterclaims are undisputed or have been legally established. The Customer may only retain services owed by it due to justified counterclaims from the same contractual relationship.

§ 5 Delivery times

(1) The periods and dates for deliveries and services promised by the Seller shall always be approximate only, unless a fixed period or a fixed date has been expressly promised or agreed. If shipment has been agreed, delivery periods and delivery dates shall refer to the time of handover to the forwarder, carrier or other third party entrusted with the transport.

(2) The Seller may - without prejudice to its rights arising from default of the Customer - demand from the Customer an extension of delivery and performance periods or a postponement of delivery and performance dates by the period of time during which the Customer fails to meet its contractual obligations towards the Seller.

(3) The Seller shall not be liable for impossibility of delivery or for delays in delivery insofar as these are caused by force majeure or other events unforeseeable at the time of conclusion of the contract (e.g. operational disruptions of all kinds, difficulties in the procurement of materials or energy, transport delays, strikes, lawful lockouts, shortages of labor, energy or raw materials, difficulties in obtaining necessary official permits, official measures or the failure of suppliers to deliver or to deliver correctly or on time) for which the Seller is not responsible. If such events make it substantially more difficult or impossible for the Seller to provide the delivery or service and the impediment is not only of temporary duration, the Seller shall be entitled to withdraw from the contract. In the event of hindrances of temporary duration, the delivery or service deadlines shall be extended or the delivery or service deadlines shall be postponed by the period of the hindrance plus a reasonable start-up period. Insofar as the Customer cannot reasonably be expected to accept the delivery or service as a result of the delay, it may withdraw from the contract by means of an immediate written declaration to the Seller.

(4) If the Seller defaults on a delivery or service, the Seller's liability for damages shall be limited to 5% of the order value. Otherwise, § 10 of these General Terms and Conditions shall apply. Default shall only occur if the Seller does not perform within a reasonable grace period in response to a reminder from the Customer despite the due date.

§ 6 Service provision

(1) Insofar as the Customer commissions the Seller with the conversion of a product to an alternative drive technology, the Customer shall be obligated, after completion of the service provision and setting of a corresponding deadline by the Seller, to collect the removed components or to have them shipped at its own expense.

(2) Any warranty/guarantee claims that may still exist for the product to be retrofitted may be invalidated by the retrofit. The customer is recommended to contact the manufacturer or dealer in advance in this regard. A corresponding inspection is expressly not the subject of the service to be provided by the seller.

§ 7 Shipping, transfer of risk

(1) Unless expressly agreed otherwise, the Seller shall determine the appropriate mode of shipment and the carrier at its reasonable discretion.

(2) The Seller shall only owe the timely, proper delivery of the goods to the transport company and shall not be responsible for any delays caused by the transport company. A shipping time stated by the seller is therefore non-binding. If the Seller has undertaken installation or assembly work at the Customer's location, it shall, however, in deviation from this, owe the timely completion of this work and handover to the Customer on the contractually agreed date.

(3) If the customer is a consumer, the risk of accidental loss, accidental damage or accidental loss of the delivered goods shall pass to the customer at the time the goods are delivered to the customer or the customer is in default of acceptance. In all other cases, if the Seller is only responsible for the shipment, the risk shall pass to the Customer when the goods are handed over to the transport company. If the Seller has undertaken installation and assembly work at the Customer's location, however, the risk shall pass to the Customer upon completion of such work and upon handover of the goods to the Customer.

§ 8 Retention of title

(1) The goods delivered by the seller to the customer remain the property of the seller until full payment of all secured claims.

(2) The customer is not entitled to process and sell the reserved goods. Pledges and transfers by way of security are not permitted.

(3) If the reserved goods are combined by the customer with another item in such a way that they become an integral part of a uniform item, it is agreed that the seller acquires direct ownership or - if the combination is made with movable items belonging to several owners or the value of the other item is higher than the value of the reserved goods - co-ownership (fractional ownership) of the newly created item in the ratio of the value of the reserved goods to the value of the newly created item.

(4) In the event of resale of the reserved goods, the customer hereby assigns to the seller by way of security the resulting claim against the purchaser - in the event of co-ownership of the seller in the reserved goods, in proportion to the co-ownership share.

(5) If third parties gain access to the goods subject to retention of title, in particular by way of seizure, the customer shall immediately inform them of the seller's ownership and notify the seller thereof in order to enable the seller to enforce its ownership rights.

§ 9 Warranty, defects

(1) If the customer is acting as a consumer, he shall be entitled to the statutory rights in the event of defects. If a contract is concluded for the delivery of used items, claims for defects and claims for damages directly related to a defect shall become statute-barred within one year of handover.

(2) If the customer is acting as an entrepreneur, the warranty period shall be one year from delivery or, if acceptance is required, from acceptance. This period shall not apply to claims for damages by the customer arising from injury to life, limb or health or from intentional or grossly negligent breaches of duty by the seller or his vicarious agents, which shall each be time-barred in accordance with the statutory provisions. If a contract is concluded for the delivery of used items, the delivery shall be made to the exclusion of any warranty for material defects.

(3) If the customer is acting as an entrepreneur, he must carefully inspect the goods delivered by the seller immediately upon receipt. The goods shall be deemed to have been approved insofar as, with regard to obvious defects or other defects which would have been recognisable in the course of an immediate, careful examination, no corresponding notification is made to the seller without delay. With regard to other defects, the goods shall be deemed to have been approved if the seller does not receive notification of the defect within seven working days of the time at which the defect became apparent; however, if the defect was already apparent to the customer at an earlier time during normal use, this earlier time shall be decisive for the start of the period for giving notice of defects.

(4) Further claims of the customer against the seller, insofar as these do not result from the assumption of a guarantee, are excluded. This shall not apply in the event of intent, gross negligence or breach of material contractual obligations on our part.

§ 10 Liability

(1) The Seller shall be liable to the Customer for all contractual, quasi-contractual and statutory claims, including claims in tort, for damages and reimbursement of expenses as follows:

(2) The Seller shall be liable for any legal reason without limitation

- in the event of intent or gross negligence,

- in the event of intentional or negligent injury to life, limb or health,

- on the basis of a guarantee promise, insofar as nothing else is regulated in this respect,

- on the basis of mandatory liability such as under the Product Liability Act.

(3) If the Seller negligently breaches a material contractual obligation, liability shall be limited to the foreseeable damage typical for the contract, unless liability is unlimited pursuant to paragraph 2 above. Material contractual obligations are obligations which the contract imposes on the Seller according to its content in order to achieve the purpose of the contract, the fulfilment of which makes the proper performance of the contract possible in the first place and compliance with which the customer may regularly rely on. With regard to the Seller's liability arising from default, § 5 para. 4 shall apply.

(4) In all other respects, liability on the part of the Seller is excluded.

(5) The above liability provisions shall also apply with regard to the Seller's liability for its vicarious agents and legal representatives.

§ 11 Data protection notice

The seller collects, processes and uses the personal data of the customers, in particular their contact data, for processing the order. The same applies to the e-mail address, insofar as this was provided by the customer.

§ 12 Final provisions

(1) The contract existing between the Seller and the Customer shall be governed by the laws of the Federal Republic of Germany, subject to mandatory international private law provisions, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

(2) The place of performance for all obligations arising from the contractual relationship is Winsen (Luhe), unless otherwise specified. If the Seller is also responsible for installation, the place of performance shall be the place where the installation is to take place.

(3) If the Customer is a merchant, a legal entity under public law or a special fund under public law or if it has no general place of jurisdiction in the Federal Republic of Germany, the place of jurisdiction for any disputes arising from the business relationship between the Seller and the Customer shall be the Seller's place of business in Winsen (Luhe). The Seller shall also be entitled to bring an action before a court which has jurisdiction over the registered office or a branch of the Customer.

(4) The invalidity of individual provisions of this contract shall not affect the validity of the remaining provisions. The contracting parties are obliged, within the framework of what is reasonable and in good faith, to replace an invalid provision with a valid provision that is equivalent to its economic success, provided that this does not result in a significant change to the content of the contract; the same applies if a matter requiring regulation is not expressly regulated.

§ 13 Consumer dispute resolution (1) The Seller is neither obliged nor willing to participate in a dispute resolution procedure pursuant to §§ 36 ff VSBG.

(2) Nevertheless, the competent consumer arbitration board is notified as follows: Universalschlichtungsstelle des Bundes Zentrum für Schlichtung e.V. Straßburger Straße 8 77694 Kehl am Rhein www.verbraucher-schlichter.de

General Terms and Conditions of Purchase

(11/2025)

E-Cap Marine GmbH

 

I. General

These General Terms and Conditions of Purchase (“Purchase Terms and Conditions”) apply to all purchase, work, supply, and other contracts between E-Cap Marine GmbH (the “Purchaser”) and the Contractor, unless otherwise agreed in writing. Any terms and conditions that deviate from the order or these Purchase Terms and Conditions shall not become part of the contract and shall be deemed rejected, even if they remain unchallenged.

II. Conclusion of Contract

Orders are only binding if placed by the Purchaser in writing. Amendments to the contract, orders, and these Purchase Terms and Conditions must be in writing, and this requirement can only be waived in writing.

III. Prices

The prices stated in the order are binding and apply free of charge to the place of performance. They include everything the Contractor is required to provide to fulfill its contractual obligations, as well as all incidental costs, in particular for packaging, delivery, insurance, and customs duties.

IV. Scope of Delivery and Services

1. The Contractor shall transfer ownership of all technical documentation created within the scope of design and programming services, including that of its subcontractors, and of all other documentation required for the manufacture, maintenance, and operation of the deliveries and services to the Client. This documentation shall be written in German and English and in accordance with the International System of Units (SI).
2. The Contractor shall grant the Client all rights of use necessary for the Client or third parties to use the deliveries and services, taking into account any patents, supplementary protection certificates, trademarks, utility models, etc.
3. The deliveries and services to be provided by the Contractor shall be free from any rights of the Contractor or third parties and shall be transferred to the Client for unrestricted use. This includes the Client's right to carry out or have carried out repairs and modifications to the deliveries and services, as well as to manufacture or have manufactured replacement parts. The Contractor shall indemnify the Client against all claims by third parties due to any infringement of intellectual property rights.
4. The approval of submitted drawings and technical documents by the client or by a testing, acceptance or classification company does not constitute acceptance in the legal sense.
5. Goods manufactured according to the customer's specifications, drawings, samples, models, or other documents or requirements may only be delivered to the customer and may not be made accessible to third parties without the customer's written consent. All documents, in particular samples, models, and drawings, remain the property of the customer. The same applies to any existing intellectual property rights. The documents must be treated confidentially and may not be made accessible to third parties without the customer's written consent. The documents, along with any copies made, must be returned to the customer immediately after the customer's inquiry or order has been completed, without any special request. The contractor will inform the customer of any improvements to the goods that appear possible during contract execution. The customer has the exclusive right to apply for intellectual property rights for these improvements and to exploit them commercially.
6. In the case of processing orders, the processing is carried out at every stage of production on behalf of the customer as the manufacturer within the meaning of Section 950 of the German Civil Code (BGB). The contractor is not entitled to acquire ownership.
7. If there is to be a deviation from the agreed scope of services, the contractor is only entitled to additional claims or changes to the schedule if a corresponding written supplementary agreement has been made before the execution.

V. Quality

The Contractor shall establish and maintain a documented quality assurance system that is appropriate in nature and scope, conforms to the latest state of the art, and is suitable for the task. The Contractor shall create records, in particular of its quality inspections, and make these available to the Client upon request. The Contractor hereby consents to quality audits by the Client or a representative appointed by the Client to assess the effectiveness of its quality assurance system.

VI. Deadlines and Delays

1. The deadlines specified in the order are binding. Performance prior to the agreed deadlines entitles the client to reject the performance until the due date.
2. The contractor must notify the client immediately in writing of any reasons leading to a delay. Delays may result in significant damages for the client due to their own obligations to their customers.
3. In the event of a delay, the client is entitled, without setting a grace period, to have the outstanding delivery/service performed by a third party at the contractor's expense if there is imminent danger, urgency, or to prevent further damage.
4. In the event of a delay, the client is entitled to a contractual penalty from the contractor amounting to 0.2% of the contract price for each calendar day the contractor is in default, but not exceeding a total of 10% of the contract price. The right to a contractual penalty remains in effect until final payment, even if this was not expressly reserved upon acceptance of the respective delivery or service. Further rights and claims of the client remain reserved.

VII. Delivery and Storage

1. Unless otherwise stipulated in the contract, delivery shall be made to the shipping address specified in Section XIV of these Purchasing Terms and Conditions, subject to the following provisions:
2. Delivery of the goods to a receiving point other than the one designated by the customer shall not result in the transfer of risk to the customer, even if that receiving point accepts the delivery. The supplier shall bear any additional costs incurred by the customer as a result of delivery to a receiving point other than the agreed one.
3. Delivery notes shall be provided in duplicate upon delivery. The following information must be included: (1) Customer's order number, (2) Supplier number, (3) Material number as per the order, (4) Item number from the order, and any other additional information requested in the order. On the day of dispatch, a shipping notification in triplicate, containing the same information as that included in the delivery notes, shall be sent to the customer separately for each order.
4. Partial deliveries shall be marked as such. Ordered material test certificates and other test documents must be delivered together with the goods.
5. If the return of packaging material is contractually agreed upon, a corresponding and clear indication must be included in all delivery documents. If no such indication is given, the client shall dispose of the packaging at the contractor's expense; in this case, the contractor's right to the return of the packaging shall lapse.
6. The storage of the contractor's items required for the performance of services on the client's premises may only take place in the designated storage areas. The contractor bears full responsibility and risk for these items.

VIII. Subcontracting and Assignment

1. The Contractor is not entitled to subcontract the performance of this contract, in whole or in part, to third parties without the prior written consent of the Client. If the Client grants consent, the Contractor remains jointly and severally liable for the performance of the contract. The Contractor's subcontractors must be named upon the Client's request.
2. The Contractor is not entitled to assign any claims arising from this contract without the prior written consent of the Client.

IX. Termination

1. The Client is entitled to terminate this contract, in whole or in part, without stating reasons. The Client shall appropriately compensate the Contractor for all deliveries and services rendered up to that point at the agreed contract price, as well as for materials procured and work performed. The Client may purchase materials and/or semi-finished products, including any special operating equipment, under reasonable conditions.
2. Any further claims by the Contractor beyond those stated above are excluded.

X. Invoicing, Payment, and Offsetting

1. The invoice and all correspondence must contain the same information as the delivery note. The invoice must also include the following information: (1) the date of delivery or performance of services, (2) the price for the delivery or services, and (3) the amount of tax due on the price, if applicable.
2. Payments are made only after complete delivery or performance of services and receipt of a proper invoice. The payment due date is the last business day of each week. Unless otherwise agreed in the contract, the price is due after delivery or performance in accordance with the contract and receipt of the proper invoice as follows: less a 3% discount for payment within 30 days or net within 60 days.
3. The client is not in default of payment without receiving a payment reminder.
4. The client is entitled to offset any claim the contractor may have against the client with any claims the client may have against the contractor.
5. The contractor may only offset undisputed or legally established claims.

XI. Liability for Defects and Product Liability

1. The Contractor warrants without limitation that its deliveries and services conform to the agreed specifications and fulfill their intended purpose as contractually stipulated.
2. Notwithstanding the provisions of Section 377 of the German Commercial Code (HGB), the Client must inspect incoming deliveries for obvious defects within seven working days and notify the Contractor of any such defects. For hidden defects, notification must be given within seven working days of discovery. Timely dispatch of the notification is sufficient.
3. The statutory limitation period for claims based on defects applies. The limitation period for claims based on defects begins upon acceptance, or, in the case of delivered items that are part of a complete system, at the earliest upon delivery of the complete system to the Client's customer. In the case of plant and machinery or parts thereof, the limitation period begins at the earliest upon commissioning of the plant. Otherwise, the limitation period begins upon complete and defect-free performance of the deliveries and services.
4. For repaired and replaced parts, the limitation period for claims based on defects begins anew after the defect has been completely remedied. If the remaining regular limitation period for a defect reported by the client is less than six months, the client's claims shall expire six months after notification of the defect.
5. The client is entitled to carry out all necessary measures to remedy defects at the contractor's expense without prior request for subsequent performance if this is necessary for urgent reasons (e.g., meeting deadlines or preventing damage).
6. The client's statutory rights remain unaffected.
7. To the extent that the contractor is responsible for product damage, it is obligated to indemnify the client against third-party claims for damages upon first demand, provided the cause lies within its sphere of control and organization and it is liable to third parties.

XII. Confidentiality and Data Protection

1. The contractor shall maintain strict confidentiality regarding all operational processes, facilities, equipment, documents, etc., of the client and its customers that become known to it in connection with its work for the client, even after submission of the respective offer or completion of the contract. He will impose corresponding obligations on his agents and subcontractors.
2. Pursuant to Section 33 of the German Federal Data Protection Act (BDSG), the client hereby informs the contractor that he will store the contractor's data in accordance with the Federal Data Protection Act.

XIII. Place of Performance, Jurisdiction, Applicable Law

1. The place of performance for the contractor's deliveries and services is the receiving point designated by the client. Unless mandatory statutory jurisdictions apply, the exclusive place of jurisdiction is the client's general place of jurisdiction or, at the client's option, the contractor's general place of jurisdiction.
2. All legal relations between the client and the contractor are governed exclusively by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) of April 11, 1980, as amended from time to time.

XIV. Delivery Address

Head office - Postgut:/LKW: Porschestraße 28, 21423 Winsen (Luhe)

Opening hours: Mo. - Fr. 07:00 – 14:30 CEST