1 Scope of application
Our Terms and Conditions of Sale below apply exclusively; we do not recognise any terms and conditions of the Buyer that conflict with or deviate from our Terms and Conditions of Sale unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Sale shall also apply if we carry out the delivery to the Buyer without reservation in the knowledge that the Buyer's terms and conditions conflict with or deviate from our Terms and Conditions of Sale. Our Terms and Conditions of Sale shall only apply to entrepreneurs within the meaning of § 14 BGB (German Civil Code). Otherwise, our Terms and Conditions of Sale shall also apply to foreign business.
2. offer
Our offers are subject to change with regard to price, quantity, delivery period and delivery possibility. A purchase contract shall only become effective upon our written confirmation. Otherwise, the purchase contract shall be concluded at the latest upon delivery and invoicing in accordance with these Terms and Conditions of Sale. Our sales staff are not authorised to make verbal collateral agreements or give verbal assurances that go beyond the content of the written contract. We reserve the right of ownership and all utilisation rights arising from copyright to illustrations, drawings, calculations and other documents. These documents may not be made accessible to third parties. This applies in particular to written documents that are labelled "confidential". The purchaser requires our express written consent before passing them on to third parties.
3. prices/payment terms
Unless otherwise stated in the contract, our prices are "ex works". Our list prices at the time of the order shall apply. We reserve the right to change our prices accordingly if cost reductions or cost increases occur after conclusion of the contract, in particular due to collective labour agreements or changes in material prices. We shall provide evidence of such changes to the buyer upon request. All payments must always be made to us. Our representatives or warehouse managers are only authorised to collect payments if we have expressly authorised them to do so in writing in individual cases. Our invoices are due upon receipt. The buyer shall be in default if he fails to pay in response to a reminder sent after the due date of the payment claim. Irrespective of this, he shall be in default if he fails to make payment by a calendar date specified in the contract. The statutory regulation according to which the debtor is also automatically in default 30 days after the due date and receipt of an invoice remains unaffected. In the event of default by the purchaser, we may, subject to further claims, demand interest on the outstanding amount at a rate of 8 percentage points above the respective base interest rate set by the Deutsche Bundesbank as well as a share of the costs of EUR 5.00 per reminder. The debtor shall be entitled to prove that we have not incurred any further damage or that the damage is significantly lower or that the dunning costs are lower. The buyer shall only be entitled to set-off rights if his counterclaim has been legally established, is undisputed or has been recognised by us. If the Buyer is in default of payment, the Seller shall be entitled to withhold further deliveries, including deliveries on a fixed date, until the outstanding amounts have been paid.
4. securities for goods credit deliveries
a) The delivered goods remain the property of the seller until full payment of all claims, including future claims, arising from the business relationship with the buyer. In the event of serious breaches of contract or a significant deterioration in the Buyer's financial circumstances, the Buyer shall be obliged, at the Seller's request, to return all goods subject to retention of title in its possession to the Seller's dispatch warehouse without delay and at its own expense.
b) Any treatment or processing of the goods subject to retention of title shall be deemed to have been carried out on behalf of the seller without any obligations arising for the seller. If the goods subject to retention of title are combined, mixed, blended or processed with other items, the Seller shall be entitled to the resulting co-ownership share in the new item in the ratio of the invoice value of the goods subject to retention of title to the value of the other goods used. The same shall also apply if the reserved goods are used for the purpose of production. If the buyer acquires sole ownership of the new item, he hereby grants the seller co-ownership of it in the ratio of the invoice value of the reserved goods to the value of the new item. The Buyer undertakes to store the new item for the Seller with due commercial care.
c) Until revoked, the Buyer may sell the goods owned or co-owned by the Seller in the ordinary course of business, but may not pledge them or assign them as security. If the goods subject to retention of title are resold, the purchase price claim shall be transferred to the seller by way of security until all of the seller's claims arising from deliveries of goods have been settled in full. If the goods are resold together with other goods, possibly after processing, combining, mixing or blending, this advance assignment shall, however, only apply to the amount of the invoice value of the goods subject to retention of title in question. If the goods subject to retention of title are incorporated into the property of a third party, possibly after processing, combining, mixing or blending, or if the Seller loses its ownership rights to the goods in connection with another legal transaction of the Buyer (e.g. consumption for the provision of services or work), the claims from the corresponding legal transaction shall be transferred to the Seller by way of security in the amount of the invoice value of the goods subject to retention of title used.
d) Notwithstanding the assignments pursuant to Clause 4 and the Seller's right of collection, the Buyer shall be entitled to collect the claim as long as it fulfils its obligations towards the Seller and does not suffer a financial collapse. The buyer must confirm the assignment to the seller in writing on request and provide him with the information required for collection.
e) If the value of the securities granted to the Seller in accordance with a) to c) above exceeds the Seller's claims arising from the business relationship with the Buyer by more than 20% in total, the Seller shall be obliged to retransfer such securities at the Buyer's request.
f) If the goods subject to retention of title or the securities granted to the Buyer in accordance with a) to c) above are jeopardised by third-party enforcement measures or in any other way, the Buyer shall draw attention to the Seller's rights and inform the Seller immediately, handing over the documents required for the Seller's intervention.
5. industrial property rights
If we deliver items according to drawings or models, the Buyer warrants that the manufacture and delivery of the goods does not infringe the industrial property rights of third parties. We are not obliged to carry out an examination in this respect. The buyer undertakes to indemnify us against claims for damages by third parties and to compensate us for all direct or indirect damages incurred by us as a result of the infringement of any third-party industrial property rights. If we supply products under a customer's own label, the customer is obliged to observe the industrial property rights of third parties.
6. delivery time/dispatch type/order quantities
Our delivery times are generally non-binding. Binding deadlines must be expressly agreed as such in writing. Delays in delivery due to force majeure, strike, lockout, official orders and other unforeseeable circumstances or interventions in our operations, the absence of materials to be supplied by the upstream supplier
for which we are not responsible, shall entitle us to postpone the deliveries for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part due to the part not yet fulfilled if we can no longer reasonably be expected to fulfil the contract.
If the hindrance lasts longer than 3 months, the buyer is entitled, after setting a reasonable grace period, to withdraw from the contract with regard to the part not yet fulfilled. We shall inform the purchaser of the aforementioned circumstances within a reasonable period of time. Unless specified by the buyer, the mode and route of despatch shall be chosen at our discretion. If carriage paid terms have been agreed, we shall generally determine the carrier. Partial deliveries are permissible. Production and packaging-related excess and/or short quantities are within the scope of the contractually agreed quality of the goods to be delivered by us and in this respect are not material defects within the scope of § 434 BGB.
7. compensation for damages in the event of a delivery extension
If the delivery time is extended or if we are released from our obligation due to cancellation of the contract by the buyer, the buyer cannot derive any claims for damages from this.
8. transfer of risk/packaging costs
Unless otherwise stated in the order confirmation, delivery is agreed "ex works". Goods which the buyer has to collect from us shall be stored at the buyer's risk upon notification of readiness for collection. If the buyer does not fulfil his obligation to collect the goods, he must pay an appropriate fee for storage. Packaging according to our specifications is included in the price. Special packaging requests or packaging instructions of the Buyer shall be invoiced separately. If the Buyer so wishes, we will cover the delivery with transport insurance: the costs incurred in this respect shall be borne by the Buyer.
9. warranty
a) The buyer's warranty rights presuppose that he has properly fulfilled his inspection and complaint obligations in accordance with § 377 HGB.
b) Decisive for the quality and design of our products and thus for the quality of our products within the scope of § 434 BGB are the samples submitted to the buyer for inspection. Our information in technical data sheets on product properties and application is based on our experience and, where applicable, laboratory tests and on the technical data of our suppliers. They do not release the buyer from application-related suitability testing unless we expressly declare the suitability of the product in writing. Such a declaration is made by us under the
reservation that all information required for the further description of the properties of our products and for this purpose is duly provided to us by the Buyer. We are not obliged to check this. The state of the art at the time of acceptance of the order shall be decisive for the product properties.
c) In the event of justified material defects, the Seller shall - without prejudice to any further liability for damages - only be obliged, at its discretion, to make subsequent delivery and replacement delivery or repair the delivered products. If these measures fail, the buyer has the right, after setting a deadline and at his discretion, to demand a reduction in payment or cancellation of the contract or to claim damages. The rejected goods must be returned to the Seller without delay.
d) Any complaints must be made to the Seller in writing immediately after the defects are discovered, at the latest seven days after delivery, and must be documented by sending samples of the rejected goods. Minor customary or technically unavoidable deviations in colour, quality, dimensions and equipment are not deviations from the contractual quality of the delivered goods within the meaning of § 434 BGB and are therefore not material defects
e) The Seller shall be liable in accordance with the statutory provisions if the Buyer asserts claims for damages in the event of a breach of primary obligations. In the event of a breach of secondary obligations, the seller shall only be liable for claims for damages that are based on intent or gross negligence, including intent or gross negligence on the part of its
representatives or vicarious agents.
f) In general, the seller shall only be liable within the scope of obligations to pay damages for typical and foreseeable damage arising from the fulfilment of the purchase contract and the delivery of the goods.
g) Overall, the warranty period is shortened to 1 year, unless other periods apply by separate contractual agreements.
10. place of jurisdiction/place of fulfilment
If the purchaser is an entrepreneur, a legal entity under public law or a special fund under public law or has no general place of jurisdiction in Germany, the place of jurisdiction shall be our place of business; however, we shall also be entitled to sue the purchaser at the court of his place of residence. Unless otherwise stated in the order confirmation, our registered office shall be the place of fulfilment.
In business transactions with Eastern European customers, arbitration proceedings shall be initiated in accordance with the Rules of Arbitration and Conciliation of the International Arbitral Centre of the Austrian Federal Economic Chamber in Vienna (Vienna Rules) before any recourse to the ordinary courts, in which a final decision shall be made by one or more arbitrators appointed in accordance with these rules
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Status: 01 July 2016
Hanno-Werk GmbH & Co KG, 30880 Laatzen, www.hanno.com