CONDIZIONI GENERALI (B2B)

1. Scope and Business Customers

1.1 These General Terms and Conditions (“Terms”) apply to all commercial intermediation, sourcing support, project coordination and related services provided by INTER SPRINT Ltd, registered as „ИНТЕР СПРИНТ“ ООД, UIC (EIK) 131351639, trading as KLIMAFAKTUR (“KLIMAFAKTUR”) to its customers.

1.2 These Terms apply exclusively to entrepreneurs and businesses acting in the course of their commercial or professional activities (“Customer”). KLIMAFAKTUR does not conduct transactions with consumers on the basis of these Terms.

1.3 Unless expressly agreed otherwise in writing or text form, KLIMAFAKTUR acts exclusively as a commercial intermediary and project coordinator in relation to the procurement of air-conditioning systems, heat pumps, HVAC equipment, accessories and related products.

1.4 Any conflicting or supplementary terms of the Customer shall apply only if expressly accepted by KLIMAFAKTUR in text form.

2. Role of KLIMAFAKTUR

2.1 KLIMAFAKTUR facilitates commercial transactions between Customers and independent suppliers.

Its services may include, in particular:

• identification and clarification of product requirements;
• supplier and product sourcing;
• obtaining and coordinating commercial quotations;
• preparation and presentation of product and pricing information;
• commercial communication between Customer and Supplier;
• coordination of enquiries and orders;
• coordination of delivery and logistics information; and
• general commercial and project support.

2.2 Unless expressly stated otherwise for an individual transaction, KLIMAFAKTUR does not act as the seller or supplier of the goods.

2.3 The independent company identified in the relevant quotation, order confirmation or other contractual documentation as the supplier or contractual seller (“Supplier”) is the seller of the goods.

2.4 The purchase contract for the goods is concluded exclusively between:

the Customer as purchaser

and

the Supplier as contractual seller.

2.5 KLIMAFAKTUR does not become a party to the purchase contract merely by sourcing products, preparing or transmitting quotations, communicating prices or availability, coordinating an order, assisting with logistics or remaining the Customer’s commercial point of contact.

2.6 Unless separately and expressly agreed, KLIMAFAKTUR does not itself owe the manufacture, sale, transfer of ownership, delivery, installation, commissioning, maintenance or repair of the goods.

3. Supplier Identification and Contractual Structure

3.1 The Supplier responsible for the respective transaction shall be identified no later than before the Customer enters into the binding purchase contract.

3.2 Quotations and commercial documentation may therefore distinguish between:

Customer / Purchaser – the company purchasing the goods;

KLIMAFAKTUR / Commercial Intermediary – responsible for commercial coordination and project support; and

Supplier / Contractual Seller – the company selling and supplying the goods.

3.3 The Supplier acts in its own name and for its own account unless expressly stated otherwise.

3.4 Supplier terms and conditions, order confirmations, delivery terms or other contractual provisions may additionally apply to the separate purchase contract between the Customer and the Supplier.

4. Enquiries, Quotations and Non-Binding Information

4.1 Unless expressly identified as legally binding, all enquiries, quotations, proposals, calculations, price indications, product suggestions, availability indications, lead times and other commercial information communicated by KLIMAFAKTUR are non-binding and subject to confirmation.

4.2 A quotation prepared, presented or transmitted by KLIMAFAKTUR does not by itself constitute a legally binding promise by KLIMAFAKTUR to sell or deliver the goods.

4.3 In particular, the following information is non-binding unless expressly confirmed as binding by the relevant Supplier:

• product prices;
• purchase prices;
• quantity discounts;
• volume or tier pricing;
• available quantities;
• stock levels;
• procurement availability;
• freight and transport costs;
• delivery dates;
• lead times;
• product allocations; and
• future availability.

4.4 Such information reflects the commercial information reasonably available at the time of the respective enquiry or quotation.

5. Price and Availability Volatility

5.1 The Customer acknowledges that the international HVAC, raw-material, manufacturing, freight and logistics markets may be subject to significant short-term fluctuations.

5.2 In particular, prices and availability may be affected by circumstances including:

• changes in manufacturer or distributor pricing;
• raw-material price fluctuations;
• production capacity;
• supply-chain disruptions;
• product shortages or allocations;
• freight and transportation costs;
• energy costs;
• currency fluctuations;
• customs or regulatory measures;
• changes in taxes, duties or levies; and
• other developments outside KLIMAFAKTUR’s reasonable control.

5.3 Accordingly, any price, availability, quantity, freight cost or delivery-time information provided at the stage of a non-binding enquiry or quotation represents only the commercial status known or indicated at that particular time.

5.4 Such information does not constitute a contractual guarantee, legally binding commitment, reservation of stock, price guarantee or promise of delivery by KLIMAFAKTUR.

5.5 Products shown as available at the time of an enquiry may no longer be available when an order is placed or confirmed.

5.6 Prices communicated during the enquiry or quotation stage may therefore differ from prices subsequently confirmed by the Supplier.

5.7 The binding price, quantity, availability and delivery conditions are those expressly confirmed by the Supplier when the purchase contract is concluded.

5.8 Nothing in this Section entitles KLIMAFAKTUR or the Supplier to unilaterally change a price that has already become contractually binding unless such right follows from the applicable purchase contract or applicable law.

6. Orders and Formation of the Purchase Contract

6.1 A Customer’s acceptance of a quotation, submission of an order or instruction to proceed may be treated by KLIMAFAKTUR as a request to facilitate or forward the corresponding order to the Supplier.

6.2 Unless KLIMAFAKTUR has expressly communicated otherwise, receipt of such request or order by KLIMAFAKTUR does not itself constitute acceptance by the Supplier.

6.3 The purchase contract becomes binding only when the Supplier:

• issues a written order confirmation;
• expressly accepts the Customer’s order; or
• otherwise concludes the purchase contract with the Customer in a legally effective manner.

6.4 KLIMAFAKTUR may transmit communications between the Customer and Supplier. The mere transmission of a statement does not make that statement KLIMAFAKTUR’s own declaration.

6.5 KLIMAFAKTUR may make legally binding declarations in the name of a Supplier only where KLIMAFAKTUR has been granted the necessary authority to do so.

7. Product Information and Specifications

7.1 Product descriptions, technical specifications, performance data, energy-efficiency information, refrigerant information, dimensions, illustrations, photographs, data sheets and other product information are generally based on information provided by manufacturers, distributors or Suppliers.

7.2 KLIMAFAKTUR may collect, structure, translate and present such information for commercial purposes.

7.3 Unless expressly confirmed by KLIMAFAKTUR as its own guarantee, such information does not constitute an independent guarantee by KLIMAFAKTUR regarding the characteristics or suitability of the goods.

7.4 The Customer remains responsible for reviewing the product specifications and determining whether the selected product is suitable for its intended purpose, insofar as such review can reasonably be expected from the Customer in the context of a B2B transaction.

7.5 Obvious inconsistencies or errors in quotation or product documentation should be reported to KLIMAFAKTUR before the order is placed.

8. Alternative Products

8.1 If a requested product is unavailable or commercially impracticable to procure, KLIMAFAKTUR may identify and propose alternative products.

8.2 The proposal of an alternative product does not constitute a representation that it is technically identical or fully equivalent to the originally requested product.

8.3 Where known and commercially relevant, material differences in specifications, refrigerants, performance, efficiency, functionality or configuration will be communicated on the basis of the information available to KLIMAFAKTUR.

8.4 The Customer is responsible for approving the proposed alternative before ordering it.

9. Prices, Taxes and Additional Costs

9.1 Unless otherwise stated, prices communicated in B2B quotations are net prices in the stated currency.

9.2 Applicable VAT, sales taxes, import duties, customs charges, levies or similar charges shall be determined according to the actual transaction and applicable law.

9.3 Unless expressly included in the respective quotation or Supplier confirmation, prices do not include:

• freight or transportation;
• transport insurance;
• customs duties;
• unloading;
• installation;
• commissioning;
• mounting materials;
• refrigerant piping;
• electrical work; or
• other ancillary goods or services.

9.4 Tax information provided by KLIMAFAKTUR in connection with a transaction is provided for commercial coordination purposes and does not constitute tax advice.

10. Invoicing and Payment

10.1 Unless expressly agreed otherwise, invoices for the purchased goods are issued directly by the Supplier.

10.2 The Customer shall pay the purchase price in accordance with the payment instructions and payment terms stated by the Supplier.

10.3 Payment of the purchase price to KLIMAFAKTUR shall discharge the Customer’s payment obligation towards the Supplier only where KLIMAFAKTUR has expressly been authorised to receive such payment and the Customer has been informed accordingly.

10.4 KLIMAFAKTUR may separately invoice its own services where a separate fee has been agreed with the Customer.

11. Delivery, Freight and Transfer of Risk

11.1 Delivery location, delivery method, freight costs, delivery period, transfer of risk and any applicable Incoterms shall be governed by the purchase contract and/or order confirmation issued by the Supplier.

11.2 Delivery dates or lead times communicated by KLIMAFAKTUR are based on information available from the Supplier or logistics providers and do not constitute an independent delivery guarantee by KLIMAFAKTUR.

11.3 Unless expressly confirmed otherwise by the Supplier, indicated delivery times are estimates.

11.4 Where KLIMAFAKTUR assists in arranging or coordinating transportation, KLIMAFAKTUR does not thereby become the carrier, freight forwarder or contractual supplier of the goods unless expressly agreed otherwise.

12. Availability and Allocation

12.1 A quotation does not constitute a stock reservation unless expressly stated otherwise by the Supplier.

12.2 Goods may be sold, allocated or become unavailable between the time of enquiry and the conclusion of the purchase contract.

12.3 References such as “available”, “in stock”, “short-term availability”, “expected delivery” or comparable statements describe the information available at the relevant time and are not guarantees by KLIMAFAKTUR.

12.4 Binding allocation of stock requires confirmation by the Supplier.

13. Installation and Regulatory Requirements

13.1 Unless expressly agreed separately, KLIMAFAKTUR does not provide installation, assembly, commissioning, maintenance or refrigerant-handling services.

13.2 The Customer is responsible for ensuring compliance with any regulatory requirements applicable to the installation, operation, resale or use of the purchased equipment within its area of responsibility.

13.3 Where equipment contains fluorinated greenhouse gases or is otherwise subject to specific environmental, installation or certification requirements, the Customer shall ensure that the applicable legal requirements are observed.

13.4 Where legally required, installation must be carried out by appropriately qualified or certified personnel.

13.5 Any documentation or certification obligations applicable to the Customer in connection with resale or installation remain the Customer’s responsibility unless expressly agreed otherwise.

14. Warranty, Defects and Manufacturer Guarantees

14.1 Claims relating to defects, conformity, delivery, warranty or other obligations arising from the purchase of the goods shall be asserted against the contractual Supplier in accordance with the applicable purchase contract and applicable law.

14.2 Any manufacturer guarantee is governed exclusively by the relevant manufacturer’s guarantee conditions.

14.3 KLIMAFAKTUR may voluntarily assist the Customer with communication concerning defects, warranty cases or manufacturer claims.

14.4 Such assistance does not create an independent warranty, guarantee or seller obligation on the part of KLIMAFAKTUR.

14.5 Any mandatory liability of KLIMAFAKTUR arising from its own conduct remains unaffected.

15. Liability of KLIMAFAKTUR

15.1 KLIMAFAKTUR shall be liable without limitation in accordance with applicable law for:

• intentional misconduct;
• gross negligence;
• injury to life, body or health; and
• liability that cannot lawfully be excluded or limited.

15.2 In cases of slight negligence, KLIMAFAKTUR shall only be liable for breach of a material contractual obligation, meaning an obligation whose fulfilment is essential for the proper performance of the contractual relationship between KLIMAFAKTUR and the Customer and on which the Customer may regularly rely.

15.3 In such cases, liability shall be limited to the damage that was typical and reasonably foreseeable at the time the relevant contractual relationship was entered into.

15.4 Subject to Sections 15.1–15.3, KLIMAFAKTUR shall not be liable for damages resulting solely from acts or omissions of independent Suppliers, manufacturers, carriers, freight forwarders, installation companies or other independent third parties.

15.5 In particular, KLIMAFAKTUR does not assume the Supplier’s contractual liability merely because KLIMAFAKTUR facilitated the transaction or coordinated communication.

15.6 The foregoing provisions do not limit liability arising from KLIMAFAKTUR’s own legally attributable breach of duty.

16. Customer Cooperation

16.1 The Customer shall provide complete and accurate information reasonably required to process the enquiry or transaction.

This may include:

• legal company name and billing information;
• delivery address;
• VAT identification number;
• requested products and quantities;
• technical requirements;
• intended application;
• logistics requirements;
• installation or certification information; and
• documentation required for cross-border transactions.

16.2 The Customer shall review quotations, product specifications, quantities, addresses and commercial details before placing an order.

16.3 KLIMAFAKTUR shall not be responsible for delays or additional costs resulting from incomplete, inaccurate or late information supplied by the Customer, except to the extent caused by KLIMAFAKTUR.

17. Cross-Border Transactions

17.1 International transactions may be subject to additional VAT, customs, transport, documentation, environmental and regulatory requirements.

17.2 Unless expressly agreed separately, KLIMAFAKTUR does not provide legal, customs or tax advice.

17.3 Any VAT treatment indicated during the quotation process is subject to verification of the actual transaction and the applicable statutory requirements.

17.4 The Customer shall provide valid VAT identification numbers, proof of transport, confirmation of receipt and other documentation reasonably required for the transaction where such documentation falls within the Customer’s responsibility.

18. Force Majeure and External Disruptions

18.1 KLIMAFAKTUR shall not be responsible for delays or inability to perform its intermediary or coordination services to the extent caused by circumstances beyond its reasonable control.

18.2 Such circumstances may include, in particular, natural disasters, war, civil unrest, governmental measures, sanctions, embargoes, strikes, transport disruptions, port closures, energy shortages, cyber incidents affecting third-party infrastructure, epidemics, production failures or substantial supply-chain disruptions.

18.3 This provision does not affect mandatory statutory rights or liability.

18.4 The consequences of such circumstances for the purchase contract between Customer and Supplier shall be governed by that purchase contract and the law applicable to it.

19. Communication

19.1 Commercial communication may take place by email, telephone, electronic platforms or other agreed communication channels.

19.2 KLIMAFAKTUR may forward declarations, documents and information between the Customer, Supplier and other parties involved in the transaction where necessary for commercial coordination.

19.3 Forwarding third-party information does not constitute an independent confirmation by KLIMAFAKTUR of the accuracy of that information.

20. Confidentiality

20.1 The parties shall treat non-public commercial and technical information received in connection with their cooperation as confidential.

20.2 This does not prevent disclosure where required:

• for the execution of the transaction;
• to Suppliers, manufacturers, logistics providers or professional advisers;
• by law, regulation or governmental authority; or
• where the information is already lawfully public.

21. Data Protection

21.1 Personal data shall be processed in accordance with applicable data-protection law.

21.2 Further information is provided in KLIMAFAKTUR’s applicable Privacy Policy.

22. Incorporation and Priority of Contractual Documents

22.1 These Terms apply where their applicability has been agreed between KLIMAFAKTUR and the Customer.

22.2 Individual agreements expressly negotiated between KLIMAFAKTUR and the Customer shall take precedence over these Terms.

22.3 Unless otherwise agreed, the following order of priority applies to the contractual relationship between KLIMAFAKTUR and the Customer:

1. individually negotiated agreements;
2. transaction-specific written agreements concerning KLIMAFAKTUR’s services;
3. these Terms.

22.4 The Supplier’s terms and conditions govern the separate contractual relationship between the Supplier and the Customer to the extent validly incorporated into that relationship.

23. Governing Law

23.1 The contractual relationship between KLIMAFAKTUR and the Customer shall be governed by the laws of the Federal Republic of Germany, excluding its conflict-of-law rules to the extent legally permissible.

23.2 The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to the contractual relationship between KLIMAFAKTUR and the Customer.

23.3 The governing law of the separate purchase contract between the Customer and the Supplier is determined independently by that contract and is not determined by these Terms.