Hünersdorff main catalogue NO.: 20343 - Page 80
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Textversion Hünersdorff main catalogue Page 80
General Terms and Conditions § 1 Conclusion of the Agreement 1. Unless otherwise expressly agreed, the “General Delivery Terms and Conditions” alone shall apply to all agreements, deliveries and other services included in the business transactions with non-consumers as de-fined by section 310, paragraph 1 of the German Civil Code [Bundesgesetzbuch - BGB]. As part of an ongoing business relationship between business people, the terms and conditions shall also then become an integral component of the agreement, if the seller has not expressly made reference thereto in the individual instance in question. 2. Any conflicting terms and conditions, particularly the buyer’s conditions of purchase, are hereby rejected. Other contradictory terms and conditions of the purchaser shall not be valid except where these involve Individual agreements. Deviations as a result of individual agreements must be made in writing. Conflicting conditions of purchase on the part of the purchaser shall also not apply even if they are included in letter of confirmation from the purchaser following our confirmation of contract and we have not expressly contradicted them. Our silence shall be deemed rejection thereof. Our terms and conditions shall be accepted with effect from acceptance of the goods by the purchaser at the latest, in particular in the case of telephone orders. 3. Supply contracts shall be concluded either by means of our written order confirmation following a written order or upon delivery. All verbal, and in particular, telephone, ancillary and supplementary agreements, even those concerning fulfilment of the order, shall require our specific written confirmation in order to be valid. 4. Any documents associated with the quotation such as diagrams, drawings, weights and measurements shall only be approximate unless expressly referred to as binding. We hereby retain ownership of and copyright over cost estimates, drawings and other documents, which may not be disclosed to third parties. § 2 Delivery 1. The scope of delivery shall conform to our written order confirmation. 2. Within our standard range (Article 5 No. 2) deliveries rounding the order quantity up or down in sealed packaging units, or in the case of special designs (Article 5 No. 4) additional or short deliveries shall be per-mitted by up to 10%. We hereby reserve the right to fulfil orders in partial deliveries. The purchaser hereby undertakes to inform us at least three months in advance and in writing of deletions of or change requests to listed items which have optional extras in accordance with its own specific requirements, and to continue to accept goods with the former features up to the average volume of sales for three months. 3. All items delivered shall be subject to changes in structure or shape that are attributable to improvements in technology or legislative requirements during the delivery period, providing the object supplied is not signif-icantly modified thereby and providing the changes are reasonable for the purchaser. 4. In the event that we subsequently receive indications of irregular payment by the purchaser, of the applica-tion for or initiation of a moratorium or insolvency proceedings or of any other deterioration in its financial circumstances, we shall be entitled to make delivery dependent on payment of the purchase price in advance or to deliver cash on delivery. 5. In the event of non-acceptance of the delivery (even cash on delivery consignments), the purchaser shall bear all transportation and postage costs as well as any additional expenses incurred. In the case of a delay in acceptance by the purchaser, the costs for storing orders ready for dispatch shall be calculated at a minimum of 0.5% of the order value for each part month. The purchaser shall be provided with proof that damage has not occurred or is equivalent to less than the amount of the above mentioned fixed sum. We shall be entitled to prove that the damage is greater than the above mentioned fixed sums. 6. In addition to Clause 1 - the scope of supply and the object supplied hall, where applicable, result from additional performance specifications where these have become an object of the con-tractual agreement. 7. We hereby reserve the right to provide equivalent performance in terms of quality and price. In the event of nonavailability, we also hereby reserve the right not to provide the service as promised. § 3 Delivery Deadline and Acceptance 1. Subject to timely and proper delivery from our own suppliers, we will make every effort to comply with delivery deadlines as far as possible. All delivery deadlines shall be non-binding however. In the event of difficulties with supply from our own suppliers as regards availability of the goods or the timeliness of this availability, then we hereby undertake to provide immediate notice hereof. Where delays of more than six weeks are concerned, in such cases, both contracting partners shall be entitled to withdraw from the agreement by sending a written declaration to the respective other party. In this scenario, any benefits already received must be returned. There shall be no other claims, in particular, claims for dam-ages. Where a fixed date for delivery is included in the purchaser’s order and where we only specify an ap-proximate date or a date specified in calendar weeks in the order confirmation, this period shall be agreed upon as the delivery deadline if the purchaser fails to contradict it within one week following receipt of our order confirmation. 2. The delivery period shall commence upon sending of the order confirmation but not before the provision of any documents, approvals or releases to be obtained from the purchaser or before receipt of any advance payment agreed upon. 3. The delivery deadline shall be deemed to have been complied with when notice is given that the goods are ready for dispatch or that the delivery items have left the factory, before its expiry. 4. In the event of measures associated with industrial action, in particular strikes and lockouts, and in the event of unforeseen obstacles beyond our control, e.g. operational disturbances, delays in the supply of critical ma-terials, the delivery deadline shall be extended where such obstaclescan be proven to have a significant impact on delivery of the items to be supplied. This shall also be the case when circumstances arise with sub-suppli-ers. The delivery deadline shall be extended in line with the duration of such measures and obstacles. The aforementioned circumstances shall also not be attributable to us should they arise as a result of an existing delay. In significant cases, we shall inform purchasers of the start and end of such obstacles as soon as possible. 5. Compliance with the delivery deadline shall also be dependent on fulfilment by the purchaser of contractual obligations under other transactions with us. § 4 Packaging and Dispatch 1. Goods shall be dispatched (including any returns) at the expense and risk of the purchaser unless otherwise agreed. This shall also be the case where we deliver the goods using our own vehicles. In all cases, we shall be entitled to charge delivery costs up to the amount that would have been incurred had a different method of dispatch been chosen. 2. We shall have discretion to select the method of dispatch. We shall not accept any liability for 80 the cheapest dispatch. 3. We hereby reserve the right to dispatch the goods not from the place of fulfilment as defined by Article 12, clause 1, but from another venue of our choosing. 4. In the case of a delivery from the standard range in accordance with Article 5, no. 2, we shall provide basic packaging (without special packaging and without pallets) free of charge. Otherwise, packaging shall be charged for separately. § 5 Quotations and Prices 1. Prices shall be from the manufacturing plant plus any applicable statutory value added tax. A Discount scheme shall apply to Article 7, no. 2. 2. The standard range shall be those items featured and described in our catalogue. Unless expressly quoted as net prices or otherwise agreed, the gross prices applicable at the time of delivery shall apply to these items ex works, including basic packaging, and shall be subject to change. 3. The minimum net order value shall be 250.-. For deliveries up to this amount a surcharge of 25.- ap-plies. We do not accept orders below 100. 4. Items made to order shall be items manufactured in accordance with the purchaser’s drawings, prototypes or other specifications. Unless expressly agreed to the contrary, these shall be quoted for at net prices ex works and excluding packaging. 5. List and catalogue prices shall not be binding. We shall always charge the prices applicable on the date of delivery. In particular, we shall be entitled to adjust prices if the price of raw materials required by us and any additional expenses associated therewith, e.g. import duties etc., increase. In the event of the price increase in this respect amounting to more than 10% of the previous applicable price, then the purchaser shall be entitled to withdraw from the agreement. 6. In the event of billing for certain tools being referred to in our prices and invoices as a price component, payment of this item shall in no way confer any rights over the tool on the part of the purchaser. Such tools shall merely refer to tools provided in order to supply the purchaser and the corresponding price elements shall represent purchaser and product-specific overheads apportioned to the purchaser, and for which the latter shall be invoiced. Insofar as the tools bear the name of the purchaser, this servers purely to allocate production resources to production for the relevant purchaser and shall in no way give rise to any rights on the part of the purchaser over the tool, in particular, not to ownership thereof. Nor would constructive possession shall arise as a result hereof. § 6 Retention of Title 1. We hereby reserve ownership of the goods supplied for all receivables under the present and future busi-ness relationship with the purchaser (current account retention). The addition of individual items to an open account or balancing of the account and acceptance of the same shall not lift the retention of title. 2. We shall be entitled to take back our retained goods during the purchaser’s normal hours of business should the latter fail to fulfil its obligations to us, in particular in the case of payment arrears, and we shall be entitled to enter all of the purchaser’s business and storage premises for this purpose. Such removal shall not consti-tute unlawful interference. 3. In the event of processing of our goods or combining thereof with other products, we shall acquire joint ownership over the objects resulting from the processing or combining which the purchaser shall preserve for us with the due diligence of a prudent businessman and free of charge. Our joint ownership share shall be determined based on the portion corresponding to the value of our goods in relation to the value of the resulting object. Should the purchaser acquire sole ownership as a result of the combining, it shall hereby assign joint ownership thereof to us based on the ratio of the value of the retained goods to the value of the resulting object. Clause 4 below shall apply to resale. Any receivables arising from the resale or on some other legal basis, are hereby assigned to us to the value of the aforementioned portion. 4. In the event of the retained goods being sold by the purchaser alone or together with goods not belonging to us, the purchaser hereby assigns any receivables arising from the resale to us, in the amount of the value of the retained goods including any ancillary rights, and with priority over the remainder. We hereby accept the assignment. The value of the retained goods shall be our invoice amount. 5. The purchaser shall only be entitled to resell, exploit or incorporate the retained goods in the normal course of business. The purchaser shall not be entitled to any other disposal of the retained goods and in particular to attachment or assignment as security thereof. In the case of payment by cheque/bill of exchange procedure, the right of retention shall only lapse once the bill of exchange/ cheque clears and the invoice amount is cred-ited. 6. The authorisation to resell, exploit or incorporate the retained goods shall not apply where the purchaser concludes terms and conditions with a third party under which it is not permitted to assign third party claims to us. 7. The purchaser hereby authorises us to collect the receivables assigned to us until further notice. We shall refrain from exercising our authority to collect providing the purchaser fulfils its payment obligations. At our request, the purchaser shall be required to provide information regarding the status of any goods over which we have retained title and of any receivables and rights assigned to us, and shall inform its customer of the assignment. We shall be entitled, but not obliged, to notify the purchaser’s customers of the assignment and to independently assert any claims assigned to us, at any time. Assertion of the rights assigned shall be at the cost and risk of the purchaser without giving rise to any obligation on our part in this respect or to the possibility of us being held liable by the purchaser as a result hereof. 8. The purchaser must inform us immediately in the event of our retained goods or claims assigned to us becoming involved in third party enforcement measures and must supply us with any documentation required to contradict the measures. 9. We hereby undertake to release securities to which we are entitled, at the purchaser’s request, to the extent that the value of such securities exceeds the value of the debts to be secured by more than 20%, and insofar as these remain outstanding. 10. Attachments on or assignment of the retained goods or rights to which we are entitled, as collateral or security and other methods of disposal by the purchaser impacting upon our rights shall not be permitted. 11. If third parties attempt to secure the retained goods, the claims thereto assigned to us or any rights estab-lished under the foregoing paragraphs, the purchaser shall inform such parties of our ownership and shall inform us immediately, sending all documentation required to intervene. 12. Recovery of the retained goods or attachment thereof by us shall not constitute withdrawal from the agree-ment; such measures serve purely to secure our claims. 13. In the event of a resale of the retained goods, we do not consent to the initiation of court settlement or insolvency proceedings.
Legal issues
The offer is aimed exclusively at business customers, companies, public institutions, tradesmen and freelancers. All prices in catalogues are exclusive of VAT, shipping costs and surcharges if applicable.
The manufacturer is exclusively responsible for the content, price and article details of the products and offers presented in the catalogues. Subject to technical and optical changes by the manufacturer and errors excepted.
The manufacturer is exclusively responsible for the content, price and article details of the products and offers presented in the catalogues. Subject to technical and optical changes by the manufacturer and errors excepted.