General Terms and Conditions of Sale, Delivery and Payment (GTC) of HSP GmbH & Co. KG - Status: January 2014
1. general, scope of application
1.1 Our deliveries and services are provided exclusively in accordance with the following conditions. Any terms and conditions of the customer to the contrary or deviating from our General Terms and Conditions shall only apply if they are in accordance with our terms and conditions or we have expressly agreed to their validity in writing. Our General Terms and Conditions shall also apply if we execute the order without reservation in the knowledge that the customer's terms and conditions of sale, delivery and payment deviate from our own.
1.2 These terms and conditions shall only apply to entrepreneurs within the meaning of § 14 BGB, legal entities under public law or special funds under public law.
1.3 These conditions also apply to future contracts with the same customer. No further separate submission or explicit reference is required for this.
1.4 All agreements must be made in writing.
1.5 For the purpose of our own credit check we call up creditworthiness information from SCHUFA Holding AG, 65201 Wiesbaden, if necessary.
1.6 We reserve the right to engage subcontractors.
2. offers/offer documents
2.1 Our offers are non-binding. The contract must be confirmed by us in writing to become effective.
2.2 If the customer's order is to be regarded as an offer, we can accept it within three weeks.
2.3 We reserve title and copyright to the illustrations, drawings, calculations and other documents prepared by us which are subject to copyright. This shall also apply if the documents have been handed over to the customer - irrespective of the reason. They are to be returned on request. They may not be made accessible to third parties without our written consent. Copies and imitations are not permitted.
2.4 Deviations from the information given in brochures, catalogues, price lists and other documents belonging to the offer are expressly reserved, as far as these are technically conditioned and do not impair the function of the offered goods and / or service in the long term, unless the information is expressly described as binding in our order confirmation.
3. prices
3.1 The agreed prices are ex works. Costs for delivery and / or packaging will be invoiced separately, unless otherwise stated in our order confirmation.
3.2 We reserve the right to reasonably change our prices for contracts with an agreed delivery period of more than four months if cost reductions or increases occur after conclusion of the contract, in particular due to material costs, changes in raw material prices, auxiliary material prices, wages and salaries, freight or public charges. We will provide evidence of the change in these costs upon request.
3.3 Unless otherwise stated in our order confirmation, our prices do not include the statutory value-added tax. It will be invoiced and shown separately in the applicable statutory amount on the day of invoicing.
3.4 The deduction of a discount requires a special express written agreement.
4. terms of payment
4.1 Unless otherwise stipulated in the contractual agreements and our order confirmation, payments are due for payment within 14 days of receipt of the invoice. In all other respects, the statutory provisions shall apply with regard to default in payment.
4.2 All payments are to be made in euros.
4.3 Bills of exchange and cheques shall only be accepted upon express agreement and only on account of performance and subject to their being discountable. Exchange charges and costs as well as the risk of timely presentation and protest shall be borne by the customer.
4.4 Irrespective of other rights, we are entitled to withhold deliveries already ordered or orders placed until all claims have been settled in full.
4.5 The customer is only entitled to offset claims which are legally established, undisputed or acknowledged by us in writing. The customer is only entitled to exercise a right of retention insofar as it is based on the same contractual relationship.
4.6 In the event of a significant deterioration in the financial circumstances of the customer, which, in our dutiful commercial discretion, jeopardises our payment claims, we are entitled to provide further services only concurrently with payment or security. Further legal rights remain reserved.
4.7 If partial deliveries are agreed, the customer is obliged to make advance payments on request in the amount of the respective partial performance in accordance with the contract, which corresponds to the value of the partial deliveries in relation to the total delivery.
5. Delivery time
5.1 The beginning of a stated delivery period requires the clarification of all technical and legal questions (e.g. obtaining the building permit). For the beginning of the delivery period it is also necessary that the customer has fulfilled his obligations and other obligations in a timely and proper manner.
5.2 Events of force majeure entitle us to postpone delivery for the duration of the hindrance. Force majeure includes industrial action, mobilisation, war, blockade, import and export ban, shortage of raw materials and energy, fire, traffic blocks, bad weather and other circumstances for which we are not responsible. It is irrelevant whether they occur with us, a sub-supplier or a sub-supplier. If delivery becomes impossible due to such events or if the temporary impediment to performance caused by such events lasts longer than four weeks, we shall be entitled to withdraw from the contract. The customer can demand a declaration from us whether we want to withdraw or will deliver within a reasonable period of time. Let's not explain this internally.
5.3 Objection to flat-rate billing of tolls: We do not agree with the flat-rate tolls charged since 01.01.2005 and without proof. In the case of contracts concluded, payment shall be made exclusively subject to reservation. In anticipation of a legal decision, we insist in the course of 2005 on proof of the actual toll charges incurred, which are causally related to the deliveries to our company address.
6. Warranty, Guarantee
6.1 The seller is liable without limitation according to the statutory warranty provisions. This also applies to claims for damages arising from breaches of duty, tort and non-fulfilment.
6.2 The Seller guarantees that the goods are free of third party rights, in particular that there are no third party property rights to the goods which could be infringed by delivery to us or by resale of the goods to third parties / end consumers. If third parties assert such rights in the goods, the seller is - without prejudice to further rights on our part - obliged to clarify immediately the justification of the asserted claims in coordination with us. We are obliged to inspect the goods for any defects within a reasonable period of time. In the case of open defects, the complaint period shall be five working days from receipt of the goods or, in the case of hidden defects, from discovery.
6.3 We are entitled to the statutory warranty claims in full.
7. Transfer of risk
7.1 Unless otherwise agreed in writing, delivery shall be free domicile.
8. Retention of title, prohibition of assignment
8.1 Materials, parts, special packaging and other materials provided by us remain our property. These may only be used in accordance with the contractual provisions. The processing of materials and the assembly of parts as well as storage shall be carried out for us. If our reserved goods are processed with foreign objects, we shall acquire co-ownership of the new object in the ratio of the gross purchase price to the value of the other processed objects at the time of processing.
8.2 Any retention of title in favour of third parties shall be deemed excluded to us.
8.3 The assignment of claims of the seller against us and to third parties is excluded.
9. place of jurisdiction, choice of law
9.1 The law of the Federal Republic of Germany shall apply. UN sales law is excluded.
9.2 The place of jurisdiction for all legal disputes arising from the contractual relationship and with regard to its origin and effectiveness is Tauberbischofsheim, if the customer is a merchant, a legal entity under public law or a special fund under public law. However, we are also entitled to sue the seller at his place of residence or business at our discretion.
