Terms and Conditions

1. General

In the following, Jerko Sprühsysteme GmbH is referred to as Jerko, and the contractual partner is referred to as the customer. This applies regardless of the specific type of contract, such as a purchase contract, a work contract, or a service contract.

All offers, deliveries, installations, repairs, or other transactions are conducted exclusively on the basis of these General Terms and Conditions. They shall apply to all future business relationships between Jerko and the customer, even without further express agreement.

By placing the order and accepting the service provided by Jerko, the customer confirms his agreement to these terms and conditions.

Any terms and conditions of the customer that differ from these are not recognized. They are hereby expressly rejected, and they may only become part of the contract with the express written confirmation of Jerko.

2. Offers

Offers are non-binding and only valid for immediate acceptance, unless expressly limited in time. The exact scope of the delivery/service is determined by Jerko’s written order confirmation. Changes or ancillary agreements must be made in writing.

Information contained in advertising materials, such as dimensions, materials, and weight specifications, as well as images or models included in offers, are only authoritative if they are expressly designated as binding. We reserve the right to make changes to technical data and designs in the interest of technical progress.

3. Prices / Payment

Prices are ex works, excluding packaging, freight or shipping costs, customs duties, border clearance fees, and, in the case of spare parts, installation and assembly costs, unless otherwise agreed in writing. They are also excluding statutory value-added tax.

By accepting the goods packaged by Jerko, the customer also confirms that they are able to dispose of the packaging in accordance with the German Packaging Ordinance. Otherwise, the customer must notify Jerko of this when placing the order, as Jerko reserves the right to include the return transport costs in the price calculation.

If Jerko has undertaken the installation or assembly of the delivery item and nothing else has been agreed, the customer shall bear all necessary additional costs such as travel and transport costs in addition to the agreed remuneration.

Payments are due upon invoicing and must be settled within 14 days to the contractor’s payment office without deduction.

Custom-made products/orders for services that cannot be used elsewhere will only be processed after receipt of a deposit of 30% of the order value.

If Jerko has delivered partially defective goods, the customer is nevertheless obliged to accept them and to pay for the undisputedly non-defective portion; unless the partial delivery cannot be used for the contractually agreed purpose.

The customer may only offset counterclaims that have been legally established or are undisputed.

In the event of counterclaims arising from the same contractual relationship, the customer is entitled to withhold payment, up to a maximum of 10% of the invoice amount. Regarding the customer’s right of retention for payment in the event of justified claims for defects, see Section 7 of these Terms and Conditions.

All payments must be made in euros. Checks and bills of exchange are accepted only as payment, not in lieu of payment. Jerko reserves the right to refuse acceptance of these payment methods without stating reasons.

After the due date, Jerko will charge 5% interest in accordance with Sections 352 and 353 of the German Commercial Code (HGB). The right to claim additional damages for late payment remains expressly reserved.

If shipment is delayed at the customer’s request, payment may not be delayed as a result.

Cost estimates for repair work do not include fixed prices unless they have been expressly designated as binding. Exceedances of up to 15% of the estimate are considered insignificant and do not require prior consultation with the customer.

4. Retention of title

Jerko reserves title to the delivered goods (hereinafter referred to as the “reserved goods”) until full payment of the invoice amount, including any accrued interest and incidental costs, and until payment of any other outstanding invoice amounts from other contracts with the customer.

The customer may dispose of the reserved goods in the course of ordinary business transactions, but only provided that the customer is not in default of payment.

During the term of the retention of title, the customer is obligated to insure the reserved property at his own expense against third-party interference or loss for which he is not responsible. The customer must assign to Jerko any resulting claims for compensation and recourse against third parties.

In the event of a breach of duty by the customer, particularly in the event of late payment, Jerko is entitled to take back the reserved goods after issuing a reminder, and the customer is obligated to surrender them. Taking back the reserved goods upon assertion of the retention of title does not constitute a withdrawal from the contract unless Jerko has expressly declared this. Rights arising from the contract, in particular for compensation for damages and lost profits, remain in effect.

A customer’s application for the opening of insolvency proceedings entitles Jerko to immediately withdraw from the contract. Attachments, confiscations, or other dispositions by third parties must be reported to Jerko immediately. Pledging or transferring ownership by way of security by the customer is prohibited.

The customer is permitted to process the reserved goods and combine them with other items. It is hereby agreed that the customer’s ownership of the combined item shall then pass to Jerko in proportion to its value, as part of a joint ownership agreement with the supplier.

Furthermore, the goods are subject to an extended retention of title, so that should the retention of title expire, the resulting claim shall take the place of the retention of title. The customer’s claim against a third party that replaces this claim is hereby assigned to Jerko in the amount of the outstanding claim.

In the case of payments by bill of exchange or check, the retention of title remains in effect until the bill of exchange/check is cashed.

5. Transfer of risk

The danger goes

a) for deliveries without installation or assembly
The risk passes to the customer upon dispatch of the goods from the factory, even if freight-free delivery has been agreed upon in exceptional cases. This also applies if Jerko has undertaken delivery using its own company vehicles.

b) for delivery with installation or assembly
on the day after installation at the customer’s premises or, if agreed, after satisfactory trial operation.

If shipment is delayed due to circumstances beyond Jerko’s control, the risk shall pass to the customer at the time the goods are ready for shipment.

If shipment is delayed at the customer’s request, the risk of accidental loss passes to the customer. If shipment is delayed at the customer’s request for more than one month after notification of readiness for shipment, the customer may be charged storage fees of 0.5% of the price for each additional month, up to a maximum of 5%. Proof of higher storage costs within the scope of claims for default in acceptance remains unaffected.

At the customer’s request and expense, Jerko will insure the goods against transport damage, loss or destruction if they are stored in the desired manner.

6. Delivery times, delay on both parties, impossibility

Delivery and performance deadlines begin on the date of order confirmation, provided all technical and commercial details have been clarified and the down payment has been received by that date. They will be adhered to wherever possible. However, they are only binding if they have been expressly confirmed as binding in writing by Jerko.

The customer must comply with his obligation to cooperate in assembly and repair work; otherwise, the expressly agreed delivery/performance period will be extended accordingly.

Unforeseen and unavoidable events of force majeure, e.g. strikes, lockouts, riots or natural disasters, over which Jerko has no influence and for which it is not responsible, but which hinder its timely execution of the contract, do not constitute a delay, but extend bindingly agreed times by the duration of the hindrance.

The customer may withdraw from the contract if performance becomes impossible for Jerko before the transfer of risk. The customer is also entitled to withdraw if, in the case of an order for similar items, the execution of a part of the delivery becomes impossible and the customer has a demonstrably legitimate interest in refusing partial delivery. If this is not the case, the consideration will only be reduced accordingly. Otherwise, Jerko is entitled to make partial deliveries, provided that this part can be used for the contractually agreed purpose without the other part.

Acceptance of the delivery may not be refused due to minor defects.

If the customer defaults on acceptance, Jerko is entitled, after setting a reasonable deadline in writing, to withdraw from the contract by means of a written declaration of withdrawal, to dispose of the delivery item in another way, or to deliver to the customer within a correspondingly extended deadline and to charge the customer for any storage costs incurred. A grace period of at least one month is considered reasonable for an agreed delivery time of up to three months, and a grace period of at least four months for a delivery time of more than three months.

If Jerko defaults on delivery, the customer must grant a reasonable grace period and, if this grace period is not met, may withdraw from the contract. Claims for damages due to delay are excluded unless the delay is due to gross negligence or willful misconduct on the part of Jerko.

For information on late payment by the customer, see point 3 of these terms and conditions.

7. Material defects

Jerko shall repair, free of charge, or replace, at its discretion, all parts that prove to be unusable or significantly impaired in their contractually agreed usability within 12 months of the transfer of risk due to circumstances prior to that date, in particular due to poorly quality materials or defective workmanship. Consumable and wear parts are excluded from the warranty unless Jerko acted intentionally or with gross negligence.

Obvious defects must be reported in writing and received by Jerko within one week of receipt of the delivery/service. In the case of hidden defects, notification of defects must be received within one week of discovery. The obligation to inspect and report defects pursuant to Section 377 of the German Commercial Code (HGB) remains unaffected.

In the case of obvious defects, the goods must not be used or installed. Customer claims for expenses incurred for the purpose of subsequent performance of a part of the delivery that has nevertheless been resold or installed, such as transport, travel, labor, and material costs, are excluded.

The customer must grant Jerko the time and opportunity required for subsequent delivery or replacement delivery; otherwise, Jerko shall be released from liability for any resulting consequences. Only in urgent cases where operational safety is at risk and major damages are to be prevented does the customer have the right, with Jerko’s prior consent, to remedy the defect itself or have it remedied by a third party and to demand reimbursement of the necessary and reasonable costs.

If Jerko fails to comply with the aforementioned obligations within a reasonable period of time following a written request from the customer, or if two attempts to remedy the defect do not achieve the result stipulated in the contract, the customer is entitled to demand a reduction in price or to withdraw from the contract.

Returns require prior agreement; otherwise, they will not be accepted. Any resulting costs are borne by the customer.

If a complaint is justified, Jerko shall bear the direct costs of the replacement part and its dispatch, as well as the reasonable costs of removal and installation, provided that this does not result in a disproportionate burden for Jerko.

Jerko’s liability expires if rework, modifications, or repairs are carried out by the customer without its prior consent or on their instructions. This also applies to unsuitable or improper use, failure to follow operating or maintenance instructions, or chemical or electrical influences beyond Jerko’s control.

Jerko may request acceptance of installed/repaired services upon completion. If the customer fails to do so, acceptance shall be deemed to have occurred. This shall be deemed equivalent to the time the work has been put into use – possibly after completion of an agreed test phase.

In the case of justified complaints about defects, the customer may retain payments to an extent that is reasonable in relation to the material defects that have occurred, but not in the case of claims for defects that have become time-barred.

8. Limitations of Liability

With regard to a defective delivery item, if the customer cannot use it in accordance with the contract, the provisions under Section 7 (Claims for Defects) of these Terms and Conditions shall apply accordingly, to the exclusion of further claims.

Jerko’s liability for consequential damages resulting from defective goods, as well as for damages not caused by the delivered goods themselves – for whatever legal reason (in particular, due to delay, impossibility of performance, culpable breach of ancillary contractual obligations, fault before or upon conclusion of the contract, and tortious acts) – is limited to cases of intent and gross negligence on the part of senior management, as well as culpable injury, including negligent injury, to life, limb, or health, as well as for defects that were fraudulently concealed or whose absence was guaranteed. Further claims are excluded. Jerko is therefore not liable for damages not caused by the delivered goods themselves. In particular, it is not liable for lost profits, production downtime, or other financial losses of the customer.

In the event of defects in the delivered item, however, limitation of liability is excluded to the extent that liability is provided for personal injury or property damage to privately used items under the Product Liability Act.

Furthermore, the limitation of liability does not apply in the event of a breach of essential contractual obligations (cardinal obligations), for which Jerko is liable even in cases of negligence. Essential contractual obligations are those obligations intended to protect the customer’s essential contractual positions and which the contract must grant to the customer according to its content; Essential obligations are also those obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the customer relies and may rely. However, in the case of liability for simple negligence, the claim for damages for the culpable breach of essential contractual obligations is limited to typical contractual damages that were foreseeable at the time of conclusion of the contract, applying due care. Further claims are excluded.

To the extent that Jerko’s liability is excluded or limited, this also applies to the personal liability of its employees, workers, staff, legal representatives and vicarious agents.

9. Limitation period

All claims of the customer – for whatever legal reason – shall expire within 12 months from delivery or acceptance.

10. Jerko’s right of withdrawal

In the event of unforeseen events of economic significance that subsequently render performance impossible, in particular Jerko being unable to deliver, Jerko shall have the right to withdraw from the contract in whole or in part after becoming aware of the events and prior notification to the customer.

The customer shall not be entitled to any claims for damages due to such withdrawal.

11. Partial invalidity

Should individual provisions of these Terms and Conditions prove to be invalid, the validity of the remaining provisions shall remain unaffected. Jerko and the customer are obligated to agree on a valid replacement provision that comes as close as possible to the purpose of the invalid provision.

12. Applicable law

The contractual relationship between Jerko and the customer shall be governed exclusively by the laws of the Federal Republic of Germany, excluding all bilateral and/or multilateral agreements concerning the purchase of movable goods, in particular excluding the UN Convention on Contracts for the International Sale of Goods (CISG). This also applies to contracts with foreign clients whose registered office is located abroad.

13. Place of jurisdiction

The place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship – including claims relating to checks and bills of exchange – is Krefeld. However, Jerko is entitled to bring legal action at the customer’s headquarters.

14. Data protection

In accordance with the provisions of applicable data protection law, we hereby point out that all customer and supplier-related data is processed electronically. The documents/data provided by Jerko to the customer may only be passed on to third parties with Jerko’s express prior consent.