General Conditions of Sale of HG-Power GmbH – as of July 2018
§ 1 Scope
1. These conditions of sale apply exclusively to entrepreneurs, legal entities of public law or special funds under public law within the meaning of § 310 (1) BGB. Conflicting or differing from our terms and conditions of the customer, we only accept if we expressly agree in writing to the validity.
2. These conditions of sale also apply to all future transactions with the customer, insofar as these are legal transactions of a related nature (as a precaution, the conditions of sale should in any case be attached to the order confirmation).
§ 2 Offer and contract
If an order is to be regarded as an offer according to § 145 BGB, we can accept it within two weeks.
§ 3 Submitted documents
At all in connection with the order placing the orderer left documents, such for example, calculations, drawings, etc., we reserve ownership and copyrights. These documents may not be made accessible to third parties, unless we give the orderer our express written consent. As far as we do not accept the offer of the customer within the period of § 2, these documents are to be returned to us immediately.
§ 4 prices and payment
1. Unless otherwise agreed in writing, our prices are ex works excluding packaging and plus value added tax in the respective valid amount. Packaging costs will be charged seperately.
- Payment of the purchase price must be made exclusively on one of the accounts indicated on the invoice. The deduction of cash discount is only permitted in the case of a written special agreement.
3. Unless otherwise agreed, the purchase price must be paid within 30 days of delivery. Default interest of 8% above the respective base interest rate p.a. calculated. The assertion of a higher damage caused by default remains reserved.
4. Unless a fixed price agreement has been made, reasonable price changes remain due to changes in labour, material and distribution costs for deliveries made 3 months or later after the conclusion of the contract.
5 Rights of retention
The customer is only authorized to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.
§ 6 delivery time
1. The start of the delivery time specified by us requires the timely and proper fulfilment of the obligations of the customer. The exception of the unfulfilled contract remains reserved.
2. If the purchaser is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for any damage incurred, including any additional expenses. Further claims are reserved. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the purchaser at the time at which the purchaser is in default of acceptance or payment.
3. We shall be liable in the event of delivery delay caused by us willfully or grossly negligently for each completed week in the context of a lump-sum compensation for delay in the amount of 1% of the delivery value, but not more than 5% of the delivery value.
4. Further statutory claims and rights of the customer due to a delay in delivery remain unaffected.
- 7 Transfer of risk upon dispatch
If the goods are despatched to the purchaser at the request of the purchaser, the risk of accidental loss or accidental deterioration of the goods shall pass to the purchaser upon dispatch to the purchaser, at the latest when leaving the factory / warehouse. This applies regardless of whether the shipment of goods from the place of performance or who bears the freight costs.
§ 8 Retention of title
1. We reserve the ownership of the delivered goods until full payment of all claims from the delivery contract. This also applies to all future deliveries, even if we do not always expressly refer to them. We are entitled to take back the goods if the customer behaves contrary to the contract.
2. The purchaser is obliged, as long as the property has not been transferred to him, to handle the purchased goods with care. In particular, he is obliged to insure these at his own expense against theft, fire and water damage sufficiently to the replacement value. If maintenance and inspection work have to be carried out, the customer has to carry it out on time at his own expense. As long as the ownership has not been transferred, the purchaser must notify us immediately in writing if the delivered object is seized or subjected to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the legal and out-of-court costs of a claim in accordance with § 771 ZPO, the customer is liable for the loss incurred by us.
3. The customer is entitled to resell the reserved goods in the normal course of business. The purchaser hereby assigns to us the claims against the purchaser from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including value added tax). This assignment applies regardless of whether the purchased item was resold without or after processing. The customer remains authorized to collect the claim even after the assignment. Our power to collect the claim ourselves remains unaffected. However, we will not 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, has not filed an application for opening insolvency proceedings or has ceased payments. [Note: This clause does not apply if no extended retention of title is wanted.]
4. The processing and remodeling of the purchased item by the customer is always named and on behalf of us. In this case, the right of expectancy of the purchaser in the purchased item continues with the remodeled item. If the purchased item is processed with other items not belonging to us, we acquire the co-ownership of the new item in proportion of the objective value of our purchased item to the other processed items at the time of processing. The same applies to the case of mixing. If the mixing takes place in such a way that the item of the customer is to be regarded as the main item, it shall be deemed agreed that the customer transfers pro rata co-ownership to us and secures the resulting sole ownership or co-ownership for us. To secure our claims against the purchaser, the purchaser also assigns to us such claims that accrue to him from the connection of the reserved goods with a property against a third party; We already accept this assignment.
5. We undertake to release the securities due to us at the request of the customer, insofar as their value exceeds the claims to be secured by more than 20%.
- 9 Warranty and notice of defects as well as recourse / manufacturer’s recourse
1. Warranty rights of the purchaser presuppose that the purchaser has duly fulfilled his duties of inspection and notification of defects according to § 377 HGB.
2. Claims for defects expire 12 months after delivery of the goods delivered by us to our customer. For damages in case of intent and gross negligence as well as injury to life, body and health, which are based on an intentional or negligent breach of duty of the user, the statutory limitation period applies.
Prior to returning the goods our permit is to be requested.
3. If, despite all due care, the delivered goods have a defect that was already present at the time of transfer of risk, we will repair the goods, subject to timely notice of defects at our discretion or replace goods. It is always our opportunity to provide supplementary performance within a reasonable time. Claims for recourse remain unaffected by the above regulation without limitation.
4. If the subsequent performance fails, the customer may – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration.
5. Claims for defects do not exist in the case of insignificant deviation from the agreed quality, in the case of only insignificant deterioration of use, natural wear or tear, or damage after the transfer of risk as a result of faulty or negligent handling, excessive use, unsuitable equipment, defective construction works, unsuitable Ground or due to special external influences, which are not required by the contract. If the customer or a third party improperly carries out repair work or changes, no claims for defects shall be made for these and the resulting consequences.
6. Claims of the purchaser because of the expenses required for the purpose of subsequent performance, in particular transport, travel, labour and material costs, are excluded if the expenses increase because the goods delivered by us subsequently to a location other than the establishment of the purchaser has been shipped, unless the shipment complies with its intended use.
7. Rights of recourse of the purchaser against us exist only to the extent that the purchaser has not made any agreements with his purchaser beyond the legally binding claims for defects. Paragraph 6 shall apply mutatis mutandis to the scope of the purchaser’s right of recourse against the supplier.
- 10 Miscellaneous
1. This contract and the entire legal relationships between the parties are subject to the laws of the Federal Republic of Germany to the exclusion of the UN Sales Convention (CISG).
2. Place of performance and exclusive place of jurisdiction and for all disputes arising from this contract is our place of business, unless the order confirmation states otherwise
- All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.