General Terms and Conditions & Delivery Conditions - Purchasing Conditions
> General Terms and Conditions & Delivery Conditions - Purchasing Conditions.pdf
1. General – Scope of application
The General Terms and Conditions & Delivery Conditions shall apply to all business transactions with an entrepreneur, a corporate body under public law or public special assets.
All quotations and agreements shall be governed by the present General Terms and Conditions, & Delivery Conditions of <HT>; said terms and conditions shall become valid and be considered as accepted by means of order placement or by means of delivery acceptance. Deviating, contradicting or amending general terms and conditions of the customer shall in no event become an integral part of the contract, albeit they were known, unless their validity is expressly agreed to in writing.
<HT> quotations are not binding until a written order confirmation has been issued.
Any documents associated with the quotation such as pictures, drawings, weight and dimension indications are valid as approximate values only, unless they have been expressly indicated to be binding values. <HT> reserves property and copy rights to any cost estimates, drawings and other documents; they may not be disclosed to any third party. Orders shall become valid only upon written order confirmation through <HT>. The scope of delivery is determined by <HT>'s order confirmation. Collateral agreements and modifications require written approval through <HT>. This shall especially apply to agreements and understandings with <HT> representatives. In case the order is placed electronically, <HT> shall immediately confirm the receipt of the order. Such a confirmation of receipt may not be considered to be a binding acceptance of the order. The confirmation of receipt may be tied to the order confirmation
Cost estimates are without responsibility for their correctness and are, by agreement, a charged service, as is any preparatory work upon the customer's request (issuing of performance data sheets, project documents, plans, drawings, models etc.).
2. Delivery schedule
The order confirmation lists the services to be rendered and stipulates the estimated delivery schedule. The delivery schedule shall be deemed as approximate agreement only. The delivery schedule commences with the mailing of the order confirmation, however, not before all design details have been clarified. The delivery schedule shall be stipulated anew if the customer requires changes after the order confirmation has been issued. The delivery schedule shall be regarded as adhered to if the goods have left <HT>'s plant/stocks by the end of the delivery period or if their readiness for shipment has been announced for the respective type of shipment. Contracts shall be closed subject to proper and timely supply to ourselves through <HT> suppliers; this shall especially apply for the conclusion of matching cover transactions The delivery time shall be extended sensibly, albeit the scheduled finishing date has already been exceeded, in case of unexpected events (e.g. system malfunctions, official interventions, industrial actions etc.). The customer shall be notified of such hindrances immediately. The customer shall be immediately informed as to the non-availability of performance should the above-mentioned conditions render delivery to be impossible. Any return service already rendered will be immediately reimbursed. If delivery is delayed upon the customer's request or the customer is responsible for any delays in delivery, the customer shall be obliged to pay the delay-related costs (transportation, storing etc.). Adherence to the delivery schedule assumes fulfillment of the contractual obligations by the customer.
3. Prices and Payment
3.1. Prices
Prices shall be in EUROs, ex <HT> works or ex <HT> stocks, excluding packing material, freight, freight fees and insurance. The respective legally valid VAT shall be added to the prices. In cases of production and delivery schedules of more than 4 months, <HT> reserves the right to add potential interim salary increases, increases in the ancillary labor costs, increases in material prices, increased freight rates, increased costs for third-party services etc. to the customer's invoice.
3.2. Payment notes
Payment shall be due cash within 14 days after the invoice has been issued, without any deductions and free of transaction charges to <HT>, irrespective of prior receipt of goods, potential defects or completeness of the technical documentation. In case of delayed payment, <HT> shall invoice a default interest of 8% above base rate. We reserve the right to claim further verifiable delay-based damage. Checks and bills of exchange shall be accepted only on account of performance and provided their discountability. Discount charges shall be calculated from the due-date of the invoiced amount. The customer may only calculate claims against any claims made by <HT> which are undisputed or legally binding. Should circumstances which encumber the customer's solvency and/or the customer's credit rating become known after contract closure, any and all claims shall be due without consideration of any due-dates of potentially filed bills of exchange. Furthermore, such circumstances shall entitle <HT> to require security for claims already due by means of bank guarantees. Moreover, <HT> shall be entitled to perform due deliveries only against cash advance payment or collateral provision. Upon expiry of a sensible grace period, <HT> shall be entitled to rescind the contract and to claim damages.
4. Transfer of risk, shipment, freight
<HT> ships at the customer's expense and risk. Should <HT> ship CPT due to a special agreement, unloading shall remain the customer's responsibility. If the goods are shipped to the customer upon customer’s request, the risk of accidental perishing and accidental deterioration shall pass on to the customer upon delivery to the shipping responsible, however, at the latest upon discharge from the plant, irrespective of whether shipment is made from the place of fulfillment and of who bears the shipping costs. Once the goods are ready for shipment and shipment is delayed due to reasons beyond <HT>‘s responsibility, the risk shall pass over to the customer upon receipt of the notification of the goods being ready for shipment. Partial deliveries shall be allowed. The transfer of risk for partial deliveries shall be identical to the above-mentioned criteria.
5. Retention of title
The delivered goods shall remain the property of <HT> until all claims from the business relationship between <HT> and the customer have been paid in full. Including individual claims into a current invoice as well as balance striking and its acceptance shall not affect the retention of title. Payment shall be considered as effected once the nominal value has been recorded as received at <HT>. The customer shall be entitled to re-sell the goods subject to retention of title in the regular course of business. However, pledging or chattel mortgage shall not be permissible. The customer shall be obliged to secure <HT>'s rights in a re-sale of goods subject to retention of title on credit assignment of a claim, bank guarantee etc.) The customer herewith already surrenders his right to any claims from a potential re-sale of goods subject to retention of title on credit to <HT>; <HT> accepts said surrender of claims. Regardless of the surrender of the right to seizure to <HT>, the customer shall be entitled to seizure for as long as he fulfills his obligations to <HT> and does not enter illiquidity. Upon <HT>'s request, the customer is to submit the information required for seizure of the surrendered claims to <HT> and to inform the debtor of said surrender. If the goods subject to retention of title are re-sold together with other goods, the above-mentioned pre-surrender shall only be valid for the amount of the goods subject to retention of title which was re-sold together with other goods. The customer shall inform <HT> immediately as to any third-party foreclosure action with regard to the goods subject to retention of title or the claims pre-surrendered to <HT>, including submission of the documents relevant for an intervention. <HT> shall be obliged to release the collaterals to which <HT> is entitled as per the above-mentioned clauses at <HT>'s discretion upon the customer's request to the extent to which their value exceeds the claims to be secured by more than 20%.
6. Warranty
6.1. Remedy, new production
<HT> shall warrant for defects on the goods either through remedy or new production at <HT>'s discretion.
6.2. Abatement, rescission of contract
Only after unsuccessful expiry of a sensible grace period set by the customer may the customer demand a decrease of payment (abatement), cancellation of contract (rescission of contract) and damages under the limitation of liability as per section 6.4. and/or demand the reimbursement of expenses in place of performance due to a defect. The grace period must be tied to the declaration that remedy will not be accepted after the grace period has expired unless the grace period may be omitted as per legal stipulations. Should <HT> seriously and finally refuse any remedy, be able to refuse the rectification of a defect and the remedy due to disproportional costs, should remedy prove to be unsuccessful or should remedy prove to be unreasonable for <HT>, the customer may, at his own discretion, require a mere decrease of payment (abatement) or may rescind the contract (rescission of contract) and claim damages under the limitation of liability as per section 6.4. In cases of minor infringements of contract, especially in cases of minor defects, the customer shall not be granted the right to rescind the contract. The customer shall also not be entitled to rescind the contract if <HT> is not responsible for the obligation infringement inherent to a defect.
6.3. Statute of limitations
Customer rights due to defects which are not related to a building and/or a plant, which exists for the integration of planning and monitoring units, shall prescribe after one year as of acceptance.
Such a short statute of limitation shall not apply if <HT> is guilty of gross negligence as well as in cases of <HT> being responsible for injuries of life, body or health. <HT>'s liability as per the product liability act shall also remain unaffected.
Further customer claims shall remain unaffected in cases of malicious concealment of defects or assumption of a guarantee for quality.
<HT>'s claims for payment shall prescribe after 5 years as of their arising.
6.4. Limitation of liability
In cases of slightly negligent breaches of duty, <HT>'s liability shall be limited to the average damage which was foreseeable, contractually typical and immediate under the agreement. This shall also apply in cases of slightly negligent breaches of duty of the legal representatives or vicarious agents of <HT>.
<HT> shall not be liable to companies in cases of slightly negligent breaches of duty with regard to immaterial contractual obligations. The afore-mentioned limitations to liability shall not apply to customer claims resulting from product liability. Furthermore, limitations of liability shall not apply to damage to life, body or health imputable to <HT>.
7. General stipulations
7.1. Place of fulfillment for all obligations from the contractual relationship shall be <HT>'s headquarters.
7.2. The contractual relationship shall be exclusively governed by German law excluding the United Nations Convention on Contracts for the International Sale of Goods [abbr.: CISG].
7.3. Should individual clauses of the contract with the customer including the present general terms and conditions be or become invalid, either partially or entirely, the remaining clauses shall remain unaffected in their validity. Any entirely or partially invalid clause shall be replaced with a clause as close as possible in its economic consequences to the invalid clauses.
7.4. The legal court which is responsible for the city of Stadtlengsfeld shall be the exclusive legal venue for any and all litigation under the present contract. The customer's headquarter location may also serve as the legal venue at <HT>'s discretion.
Stand: 01.01.2007/
Stand: 31.08.2014