1. General – Scope
- 1. Our conditions of sale apply exclusively. We do not recognize any conditions of the customer that conflict with or deviate from our terms of sale or supplement these, unless we have expressly agreed to their validity in writing.
- 2. All agreements made between us and the customer for the purpose of executing this contract are laid down in writing in this contract. Additions or changes must be made in writing. Additions or changes must be made in writing.
Our offer is non-binding, unless otherwise stated in the order confirmation. A contract is only concluded when we confirm in writing an order, which the customer gives us on the basis of an offer, or execute the order.
- 1. We are entitled to withdraw from the contract if we have not been supplied or have not been supplied in time or not correctly, unless we are responsible for this.
- 2. If we can withdraw from the contract in accordance with Paragraph , (1) we undertake to inform the customer immediately and to reimburse any payments already made.
4. Compliance with Operating Instructions & Assembly Guidelines
- 1. Our operating instructions and assembly guidelines must be observed.
- 2. We are not liable for damages resulting from non-compliance with operating instructions and installation guidelines.
5. Prices – Terms of Payment
- 1. Unless otherwise stated in the order confirmation, our prices apply “ex works”, excluding packaging, shipping and insurance costs. We reserve the right to charge processing fees for small orders.
- 2. The customer has the price valid on the day of delivery pay.
- 3. The VAT is not included in our prices. you will be shown separately in the statutory amount on the date of invoice in the invoice. It will be shown separately in the invoice at the statutory rate on the day of invoicing.
- 4. Unless it is clear from the order confirmation, the net purchase price is (without discount) Due for payment within 30 days of the invoice date.
- 5. If payment is made within 14 days of the invoice date, the customer is entitled to deduct a 2% discount from the net invoice amount.
- 6. Rights of set-off and retention are only available to the customer if his counterclaims have been legally established, are undisputed or acknowledged by us.
- 7. We are entitled to assign our claims against the customer to third parties.
- 8. If the customer is in default of payment with a claim, then all other claims against the buyer can be made due.
6. Partial Delivery & Delivery on Call
- 1. We are entitled to the provision of partial services.
- 2. If the delivery in subsets or on call is expressly agreed, we can withdraw from the contract after expiry of a reasonable grace period of 4 weeks or demand the provision of the entire goods, the agreed total price. However, if the customer does not, as agreed, decrease or call off the agreed partial quantities, we reserve the right to charge him for incurred costs for storage and interest.
- 3. Goods ordered on call must be called off in full by the customer within 6 months, at the latest by 30 November of a year, unless a shorter period has been explicitly agreed. The call-off must be received by us within a reasonable period of time – before the delivery date. Price increases that occur during the call-off period shall take full effect.
7. Delivery Time
- 1. Information on the delivery time is not binding, unless otherwise expressly agreed.
- 2. Compliance with our delivery obligation requires the timely and proper fulfillment of all customer obligations. The exception of the unfulfilled contract remains reserved.
- 3. If the customer is in default of acceptance or culpably violates other duties to cooperate, we are entitled to demand compensation for the damage we incur, including any additional expenses. Further claims remain reserved.
- 4. Insofar as the conditions of (3) are met, the risk of loss or accidental deterioration of the purchased item shall pass to the customer at the time when the latter is in default of acceptance or default of payment.
- 5. If we are responsible for exceeding a delivery date, the customer can withdraw from the contract after he has given us a reasonable grace period in writing and this has expired unused. The reasonable grace period must be at least four weeks.
- 6. If we are prevented from delivering by force majeure, the delivery date shall be extended without delay for the duration of the delivery. Force majeure is equivalent to unforeseeable circumstances for which we are not responsible, which make delivery unreasonably difficult or impossible, such as industrial action, official measures, poor supply of raw materials, malfunctions caused by water, fire, machine breakdown, etc., regardless of whether they are us or our suppliers. If the aforementioned circumstances last longer than four months, we have the right to withdraw from the contract. At the request of the customer, we must declare whether we will resign or deliver within a reasonable period to be determined by us.
8. Transport & Transfer of Risk
- 1. Unless otherwise agreed, we determine means of transport and transport routes without being responsible for choosing the fastest and cheapest option.
- 2. The risk passes to the customer when we hand over the goods to the transport person in the warehouse of the supplying factory. This also applies to partial deliveries. If the customer does not accept the goods without authorization, if the delivery is delayed for reasons that fall within his area or if the customer does not call up call orders on time, the risk passes to him.
- 3. If we store the goods with us, the customer has to pay the usual storage fee to us. If the goods are stored by third parties, they bear their costs.
- 4. In the case of damage or loss of the goods on the transport, the customer must immediately arrange for a conclusion of the facts.
9. Liability for Defects
- 1. The warranty rights of the customer presuppose that he has duly fulfilled his duties of inspection and complaint pursuant to § 377 HGB.
- 2. Insofar as there is a defect in the purchased item, we shall be entitled to supplementary performance in the form of removal of the defect or delivery of a new defect-free item. In the event of the defect being remedied, we are obliged to bear all expenses necessary for the purpose of remedying the defect, in particular transport, travel, labor and material costs, provided that these do not increase as a result of the goods being moved to a location other than the place of use which we had to go out on conclusion of the contract.
- 3. If the supplementary performance fails, the customer is entitled to choose to withdraw from the contract or demand a reduction.
- 4. We are liable according to the statutory provisions if the customer asserts claims for damages based on intent or gross negligence. Unless we have deliberately caused the breach of contract, liability for damages in these cases is limited to the foreseeable, typically occurring damage. Unless we have deliberately caused the breach of contract, liability for damages in these cases is limited to the foreseeable, typically occurring damage.
- 5. We shall continue to be liable in accordance with the statutory provisions if we culpably violate a material contractual obligation (cardinal obligation). In this case, liability for damages is limited to the foreseeable, typically occurring damage.
- 6. Insofar as the customer is entitled to compensation for the damage instead of the service, our liability is limited to compensation for the foreseeable, typically occurring damage
- 7. Liability for culpable injury to life, limb or health remains unaffected. This also applies to the mandatory liability under the Product Liability Act.
- 8. Unless otherwise stipulated above, liability is excluded.
- 9. The limitation period in the case of a delivery recourse according to §§ 478, 479 BGB remains unaffected.
10. Limitation of Claims for Defects
- 1. The limitation period for claims for defects is 12 months.
- 2. In the case of a purchased item which has been used for a building in accordance with its customary use and has caused its defectiveness, the period of limitation shall be two years, unless the person who has installed the item in the building has a longer period of time vis-à-vis its contractual partner to stand for two years for material defects of the purchased item. In this case, this limitation period applies, but at most the limitation period of § 438 para. Ziff. 2 lit. b BGB.
11. Other Claims for Damages
- 1. Unless otherwise stipulated above, claims for damages and reimbursement of expenses of the customer (hereinafter referred to as “claims for damages”) are excluded for whatever legal reason, in particular due to breach of duties arising from the contractual relationship and from unauthorized acts.
- 2. This shall not apply in the case of intent, gross negligence, injury to life, limb or health or due to the violation of essential contractual obligations. The claim for damages for the breach of essential contractual obligations, however, is limited to the contractually typical, foreseeable damage, unless there is intent or gross negligence or liability for injury to life, limb or health. A change in the burden of proof to the detriment of the customer is not associated with the above regulations.
12. Retention of Title
- 1. We reserve the ownership of the purchased item until receipt of all payments from the existing current account relationship (business relationship) with the customer. The reservation relates to the recognized balance. In the event of breach of contract by the customer, in particular in the event of default in payment, we shall be entitled to take back the purchased item. The withdrawal of the purchased item by us is a withdrawal from the contract. After taking back the object of sale, we are authorized to sell it, the proceeds of the sale are to be offset against the customer’s liabilities – less reasonable costs of sale.
- 2. The customer is obliged to handle the purchased goods with care. In particular, he is obliged to adequately insure the purchased item against fire, water and theft at replacement value at his own expense. If maintenance and inspection work is required, the customer must carry it out on time at his own expense.
- 3. In the event of attachments or other interventions by third parties, the customer must immediately notify us in writing. As soon as the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit pursuant to Section 771 ZPO Third Party (action for opposition), the customer is liable for the loss we incurred.
- 4. The customer is entitled to resell the purchased goods in the ordinary course of business. He now assigns to us all claims in the amount of the final invoice amount (including value added tax) of our claim, which accrue to him from the resale against his buyer or third party. We hereby accept the assignment. This applies regardless of whether the purchased goods have been sold without or after processing. To collect this claim, the customer remains entitled after the assignment. Our right to collect this claim ourselves remains unaffected. We undertake not to collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and in particular there is no order to open a settlement or insolvency proceedings or there is a suspension of payment. If this is the case, we can request that the customer inform us of the assigned claims and their debtors. Furthermore, he must provide all the information required for collection, hand over the associated documents and notify the debtor (third party) of the assignment.
- 5. The processing or transformation of the purchased item by the customer is always carried out for us. If the purchased item is processed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of the purchased item to the other processed items at the time of processing. For the thing resulting from processing, the same applies as for the goods delivered with reservation.
- 6. If the purchased item is inseparably mixed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of the purchased item to the other mixed items at the time of the mixing. If the mixing takes place in such a way that the customer’s item is to be regarded as the main item, then it is agreed that the customer assigns proportional co-ownership to us. Der Kunde verwahrt das so entstandene Alleineigentum oder Miteigentum für uns.
- 7. The customer also assigns to us the claim to secure our claims against him, which accrue by the connection of the purchased object with a property against a third party.
- 8. We undertake to release the securities to which we are entitled at the customer’s request insofar as the realized value of our securities exceeds the claims to be secured by more than 10%. It is our responsibility to select the collateral to be released.
13. Special Costs for Custom-Made Products
- 1. If we buy or manufacture pressing tools ourselves to manufacture the customer’s goods, the customer bears the costs. We undertake not to use these tools for manufacturing for third customers without the customer’s consent; this obligation ends two years after the last use of the pressing tools for customer orders.
- 2. Half of the total costs are due when ordering. The other half is to be paid without deduction after delivery of the first failure sample from this tool.
- 3. Expenses beyond normal use and maintenance of the tool, such as changes, replacement of parts, overhaul, are borne by the customer.
14. Extra Delivery for Special Orders
For special orders such as special paints, special decors, special surface structures, we reserve the right to deliver an excess quantity of up to 10%. The excess quantity delivered must be paid by the customer.
15. Own Constructions of The Customer
Any warranty and liability is excluded for the construction of goods or parts of goods that the customer has made himself. In particular, by accepting an order for the manufacture of such parts, we accept no responsibility for the correctness of the construction on which the parts are based.
16. Place of Jurisdiction – Place of Performance
- 1. Jurisdiction is our place of business. We are also entitled to sue the customer at his place of residence.
- 2. The law of the Federal Republic of Germany applies. The UN sales law is excluded.
- 3. Unless otherwise stated in the order confirmation, our place of business is the place of performance.
- 4. The customer shall bear all fees, costs and expenses incurred in connection with any legal prosecution outside of Germany that is legally successful against him.
17. PEFC Certification
All article numbers that are not marked with * on the order confirmation, delivery note, invoice are listed under the PEFC certification number. HW-Zert GmbH HW-CoC-0296-13 100% PEFC certified.
18. Default interest
If the customer is not an entrepreneur, we are entitled to charge interest in the amount of 5 percentage points above the applicable base interest rate of the German Bundesbank in the event of late payment. If the customer is an entrepreneur, we are entitled to charge interest in the amount of 8 percentage points above the applicable base rate in the event of late payment. In addition, we reserve the right to charge processing fees. The assertion of a higher damage caused by delay is not excluded. We expressly reserve the right to prove to our customers that damage has not occurred or is significantly less than that claimed by us.