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General Terms and Conditions of Delivery and Payment of HEDI GmbH, Elektro- und Gerätebau, 87727 Babenhausen, Germany


Validity

The following terms and conditions of delivery shall apply to all contracts, deliveries and other services, including consulting services, unless they are modified or excluded with the express consent of the seller. General terms and conditions of the buyer shall not become binding even if the seller does not expressly object to them again.


Offer and conclusion

Offers are always subject to change; contract conclusions and other agreements shall only become binding upon written confirmation by the Seller. As far as

sales employees or sales representatives make verbal subsidiary agreements or give assurances that go beyond the written purchase contract, these always require the written confirmation of the seller. The documents belonging to the offer, such as illustrations, drawings, weights and dimensions are, unless otherwise agreed, only approximate.


Terms of delivery, delay, impossibility of delivery

Das Verstreichen bestimmter Lieferfristen und -termine befreit den Käufer, der vom Vertrag zurücktreten oder Schadensersatz wegen Nichterfüllung verlangen will, nicht von der Setzung einer angemessenen Nachfrist zur Erbringung der Leistung und der Erklärung, dass er die Leistung nach Ablauf der Frist ablehnen werde. Das gilt nicht, soweit der Verkäufer eine Frist oder einen Termin zur Leistung ausdrücklich oder schriftlich als verbindlich bezeichnet hat. Teillieferungen sind in zumutbarem Umfang zulässig. Die Lieferfrist verlängert sich - auch innerhalb eines Verzuges - angemessen bei Eintritt höherer Gewalt und allen unvorhergesehenen, nach Vertragsabschluß eingetretenen Hindernissen, die der Verkäufer nicht zu vertreten hat, soweit solche Hindernisse nachweislich auf die Lieferung des verkauften Gegenstandes von erheblichem Einfluss sind. Dies gilt auch dann, wenn diese Umstände bei den Lieferanten des Verkäufers und deren Unterlieferanten eintreten. Beginn und Ende derartiger Hinder­nisse teilt der Verkäufer dem Käufer baldmöglichst mit. Der Käufer kann vom Verkäu­fer die Erklärung verlangen, ob er zurücktritt oder innerhalb angemessener Frist lie­fern will. Erklärt sich der Verkäufer nicht unverzüglich, kann der Käufer zurücktreten. Lieferfristen verlängern sich um den Zeitraum, in dem der Käufer mit seinen Vertragspflichten - innerhalb einer laufenden Geschäftsbeziehung auch aus anderen Verträgen - in Verzug ist. Verzug und Ausbleiben (Unmöglichkeit) der Lieferung hat der Verkäufer solange nicht zu vertreten, als ihn, seine Erfüllungsgehilfen und Vorlieferanten kein Verschuldensvorwurf trifft. Im übrigen haftet er nach den gesetzlichen Vorschriften. Hat er danach Schadensersatz zu leisten, so beschränkt sich ein dem Käufer zustehender Schadensersatzanspruch - sofern der Vertrag mit einer gewerblichen Tätigkeit des Käufers zusammenhängt - auf den im Zeitpunkt des Vertragsabschlusses voraussehbaren Schaden, höchstens aber 10% vom Werte desjenigen Teils der Gesamtlieferung, der infolge der Verspätung bzw. Nichtlieferung nicht rechtzeitig oder nicht vertragsgemäß benutzt werden kann. Diese Einschränkung gilt nicht, soweit der Verkäu­fer in Fällen des Vorsatzes oder der groben Fahrlässigkeit zwingend haftet. Für durch Verschulden seines Vorlieferanten verzögerte oder unterbliebene (Unmög­lichkeit) Lieferungen, hat der Verkäufer keinesfalls einzustehen. Das Recht des Käufers zum Rücktritt nach fruchtlosen Ablauf, einer dem Verkäufer gesetzten Nachfrist, bleibt unberührt.


Shipping and transfer of risk

Unless otherwise agreed, the route and means of shipment shall be at the discretion of the seller. If shipment is delayed at the request of or through the fault of the buyer, the goods shall be stored at the expense and risk of the buyer. In this case, notification of readiness for shipment shall be deemed equivalent to shipment. Otherwise, the risk shall pass to the buyer when the goods are handed over to its forwarding agent or carrier, but no later than when the goods leave the warehouse.


Packing

The packaging will be charged separately. If the type and value of the packaging justify taking it back, and if the packaging is returned free warehouse within one month using the old marks with all packing materials, credit will only be given on the terms previously agreed in each case. Light packaging, such as cartons, etc., will not be taken back. The conditions of the seller or the manufacturer's works or the cable reel company shall apply to transport aids returned late.


Prices and payment

Die Preise verstehen sich stets zuzüglich Mehrwertsteuer in der jeweiligen gesetzli­chen Höhe. Die Zahlung hat, soweit nicht ausdrücklich anders vereinbart, binnen 30 Tagen nach Rechnungsdatum so zu erfolgen, dass dem Verkäufer der für den Rechnungsausgleich vereinbarte Betrag spätestens am Fälligkeitstermin zur Verfügung steht. Zahlungen für Reparaturen sind ohne Abzug sofort fällig. Der Verkäufer nimmt nur bei entsprechender Vereinbarung diskontfähige und ordnungsgemäß versteuerte Wechsel zahlungshalber an. Gutschriften über Wechsel und Schecks erfolgen vorbehaltlich des Eingangs abzüglich der Auslagen mit Wertstellung des Tages, an dem der Verkäufer über den Gegenwert verfügen kann. Die Forderungen des Verkäufers werden dann unabhängig von der Laufzeit etwa hereingenommener und gutgeschriebener Wechsel sofort fällig, wenn die Zahlungsbedingungen nicht eingehalten, oder Tatsachen bekannt werden, die eine Kreditwürdigkeit des Käufers zweifelhaft erscheinen lassen. Bei Zahlungsverzug sind - unabhängig von der Geltendmachung weiteren Verzugsschadens - Verzugszinsen zu zahlen. Von Kaufleuten werden zumindest Zinsen ab Fälligkeit gem. §§ 325, 353 HGB erhoben. Skonti werden nicht gewährt, wenn sich der Käufer mit der Bezahlung früherer Lieferungen im Rückstand befindet. Die Aufrechnung mit etwaigen vom Verkäufer bestrittenen Gegenansprüchen des Käufers ist nicht statthaft. Die Geltendmachung eines Zurückbehaltungsrechts we­gen nicht anerkannter oder nicht rechtskräftig festgestellter Gegenansprüche ist ausgeschlossen, sofern diese Ansprüche nicht auf dem selben Vertragsverhältnis beruhen. Wenn eine Mängelrüge geltend gemacht wird, dürfen Zahlungen des Käu­fers in einem Umfang zurückgehalten werden, der in einem angemessenen Verhältnis zu den aufgetretenen Mängeln steht. Gehört jedoch der Vertrag zum Betriebe ei­nes Handelsgewerbes, so kann der Käufer Zahlungen nur zurückhalten, wenn eine Mängelrüge geltend gemacht wird, über deren Berechtigung kein Zweifel bestehen kann. Zahlungen dürfen an Angestellte des Verkäufers nur erfolgen, wenn diese eine gültige Inkasso-Vollmacht vorweisen.


Retention of title

a) The seller retains ownership of the goods until the purchase price has been paid in full. In the case of goods which the buyer purchases from him in the course of his commercial activities, the seller shall retain title until all his claims against the buyer arising from the business relationship, including claims arising in the future from contracts concluded at the same time or later, have been settled. This shall also apply if individual or all claims of the seller have been included in a current invoice and the balance has been struck and accepted. In the event of a breach of important contractual obligations, in particular in the event of default in payment, the seller shall be entitled to take back the goods after issuing a reminder, and the buyer shall be obliged to surrender the goods. In the repossession as well as in the seizure of the object by the salesman lies, if the Abzahlungsgesetz does not apply

the contract only if this is expressly declared by the seller in writing. In the event of seizures or other interventions by third parties, the buyer shall notify the seller in writing, sending the seizure protocol as well as an affidavit on the identity of the seized item.


b) The buyer is entitled to resell the goods in the ordinary course of business, provided that the claims from the resale are transferred to the seller as follows: The buyer hereby assigns to the seller all claims, including all ancillary rights, accruing to him from the resale against the buyer or against third parties, irrespective of whether the goods subject to retention of title are resold without or after processing. The buyer is authorized to collect these claims even after the assignment. This shall not affect the seller's right to collect the claims himself, but the seller undertakes not to collect the claims as long as the buyer duly meets his payment obligations.

The seller may demand that the buyer informs him of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors of the assignments. If the goods are resold together with other goods which do not belong to the seller, the buyer's claim against the buyer shall be deemed assigned in the amount of the delivery price agreed between the seller and the buyer.


c) Processing of the goods subject to retention of title shall be carried out for the seller as manufacturer within the meaning of § 950 BGB (German Civil Code) without obligating the seller. The processed goods shall be deemed to be goods subject to retention of title within the meaning of these terms and conditions. If the goods subject to retention of title are processed or inseparably mixed with other items not belonging to the seller, the seller shall acquire co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods used at the time of processing or mixing. The co-ownership rights thus created shall be deemed to be reserved goods within the meaning of these terms and conditions. If the goods are combined or inseparably mixed with other movable items to form a single item, and if the other item is to be regarded as the main item, it shall be deemed agreed that the buyer shall transfer co-ownership on a pro rata basis insofar as the main item belongs to him. The same applies to the item resulting from the processing, connection and mixing as to the reserved goods.


d) The seller undertakes to release the securities to which he is entitled insofar as their value exceeds the claims to be secured, insofar as these have not yet been settled, by more than 25%.


Notice of defects and warranty

The seller is only liable for following defects:

a) The buyer must inspect the received goods immediately upon arrival for quantity, quality and warranted characteristics. Obvious defects must be notified to the seller in writing within one week.


b) In the event of justified complaints, the seller shall, at its discretion, either remedy the defective goods or deliver a replacement.


c) In order to remedy the defect, the buyer shall grant the seller the time and opportunity reasonably required, in particular to make available the object complained of or samples thereof; otherwise the warranty shall lapse.


d) If the seller allows a reasonable period of grace granted to him to elapse without rectifying the defect or supplying a replacement, or if the rectification or replacement is impossible or is refused by the seller, the buyer shall be entitled, at his discretion, to demand cancellation of the contract (redhibitory action) or reduction of the purchase price (abatement).


e) Any improper modifications and repair work carried out by the buyer or third parties shall void the liability for the resulting consequences.


f) The warranty period for repairs is 3 months, for replacement deliveries and replacement services 6 months. It shall run at least until the expiry of the original warranty period for the delivery item or as long as and to the extent that the seller itself is entitled to corresponding warranty claims against its upstream supplier. The period for liability for defects shall be extended by the duration of the interruption of operations caused by the fact that repairs, replacement deliveries or replacement services become necessary, for those parts which cannot be operated expediently due to the interruption.


g) If the sold goods lack a warranted quality at the time of the transfer of risk, the buyer shall be entitled to withdraw from the contract. He may only claim damages for non-performance if the purpose of the warranty was to protect him against this.


General limitation of liability

The seller's liability shall be governed exclusively by the agreements made in the preceding section. Claims for damages by the buyer arising from culpa in contrahendo, breach of ancillary contractual obligations and tort are excluded, unless they are based on intent gross negligence by the seller or one of his agents; this limitation of liability applies accordingly to the buyer. These claims become time-barred 1/2 year after receipt of the goods by the buyer.


Repairs

If the submission of a cost estimate is requested before repairs are carried out, this must be expressly stated. The costs of the estimate shall be reimbursed, insofar as there is an ongoing business relationship between the seller and the buyer to which these General Terms and Conditions apply, if the repair is not commissioned. Whether a repair is carried out in the seller's own workshop or in a workshop of a third party shall be at the seller's discretion. The provisions of Clauses 8 and 9 shall apply mutatis mutandis to the seller's warranty. Costs for shipping and packaging shall be borne by the buyer. Repair invoices are due immediately.


Place of performance, place of jurisdiction, applicable law

The place of performance and exclusive place of jurisdiction for deliveries and payments (including actions on checks and bills of exchange), as well as all disputes arising between the parties, shall be the headquarters of the seller, insofar as the buyer is a registered merchant, a legal entity under public law or a special fund under public law. The relations between the contracting parties shall be governed exclusively by the law applicable in the Federal Republic of Germany and excluding the Hague Convention on Contracts for the International Sale of Goods. In accordance with §§ 26 and 34 of the BDSG, we hereby inform you that we store data of your company, as far as necessary for business and permissible within the framework of the BDSG, with us or with third parties. Of course, this only affects data that originates directly from our business relations with each other.


  • General Terms & Conditions of Purchase
  • General Terms & Conditions of Sale
General Terms & Conditions of Purchase

General Terms & Conditions of Purchase of HEDI GmbH Elektro- und Gerätebau

1. Scope

  • 1.1. Our General Terms and Conditions of Purchase apply exclusively to our orders.
  • 1.2. Alternative, contradictory or supplementary conditions of the supplier are not recognised by us, unless we have expressly consented to them in writing.
  • 1.3. The General Terms and Conditions of Purchase also apply to all future contracts with the same supplier, without having to make reference to them in each individual case.
  • 1.4. The Terms and Conditions of Purchase apply only in respect of companies, legal entities under public law or special funds under public law within the meaning of Section 310(1) of the German Civil Code (BGB).

2. Offer and conclusion of contract

  • 2.1. Our orders are issued in writing. Orders placed verbally or agreements made verbally are binding for us only when they are confirmed in writing.
  • 2.2. Offers are excepted if they had been confirmed by us with a written order or by email. Deliveries for which there are no written orders shall not be accepted.
  • 2.3. Our silence in response to offers, requests and other declarations on the part of the supplier shall be taken as consent only if that has been expressly agreed in writing.
  • 2.4. A contract shall come into being on the basis of our order unless the supplier objects within 5 days of receipt.
  • 2.5. Order confirmations shall be sent to us specifying a binding delivery date and the identification details listed under 4.5.

3. Prices and payment conditions

  • 3.1. The agreed prices are fixed prices in EUR, include transport and packaging costs and are understood to be plus Value Added Tax at the applicable rate. Subsequent increases are excluded.
  • 3.2. Invoices shall be sent to us as a single copy, specifying the invoice and order number and the identification details listed under 4.5. Submission of invoices by email or post is permitted only by agreement with our purchasing department.
  • 3.3. Unless agreed otherwise in writing, supplier invoices shall be paid within 30 days of receipt of invoice with a discount of 3%.
  • 3.4. Payment and discount period shall commence on the date of receipt of the properly issued invoice by us, but not before complete delivery of the goods and not before the agreed delivery date.
  • 3.5. Delays in payment resulting from the absence of details in accordance with the above provision under 4.5. are the fault of the supplier and shall not affect the discount periods.
  • 3.6. The supplier has a right to offset or a right of retention only against uncontested or legally established claims.

4. Delivery, transfer of risk, packaging

  • 4.1. Unless agreed otherwise, delivery shall be made free of all fees, at the cost and risk of the supplier to the place of delivery specified by us.
  • 4.2. In the case of delivery of technical items, the supplier undertakes to supply us with spare parts at least for the period of the normal useful life of the item, at standard market conditions and prices.
  • 4.3. As a matter of principle, part deliveries are not permitted, unless we have expressly agreed to them or they are reasonable for us to accept.
  • 4.4. The risk shall be transferred to us on delivery of the goods at the destination.
  • 4.5. Every delivery shall be accompanied by a standard delivery note. The following identification details shall be specified on all supplier documents:
  • our address
  • our item number
  • the supplier’s item number
  • our order number
  • the supplier number
  • our customer number
  • The packaging must be suitable for transport and protect the specific product in such a way that transport damage is avoided. The packaging must also meet the specifications given in our order. If the supplier fails to meet these requirements, it shall be responsible for all resulting costs, damage, etc.

5. Delivery period and default in delivery

  • 5.1. The delivery period is specified in our order and is therefore binding. Receipt of the goods at the place of fulfilment is definitive for compliance with the delivery date. Before the agreed delivery period, deliveries may be carried out only with our prior written consent.
  • 5.2. If it is anticipated that the agreed delivery date cannot be met, the supplier is obliged to notify us promptly in writing, specifying the reasons and the probable delay.
  • 5.3. If the supplier is in default in delivery, we are entitled to charge a contractual penalty of 0.5% of the total order value for each calendar week that commences, up to a total of no more than 5% of the overall order value. If we accept a delayed delivery, we shall assert the penalty for the delay at the latest at the time of final payment.
  • 5.4. Our right to delivery is excluded only if the supplier has paid full compensation in place of delivery at our request. Acceptance of the delayed delivery shall not constitute waiving of the right to compensation or of the penalty for the delay.
  • 5.5. In the event of a delay caused by the supplier, following unsuccessful expiry of an appropriate grace period set by us we are entitled to arrange for a third party to perform the service that the supplier has failed to provide, at the cost of the supplier. Following unsuccessful expiry of a grace period set by us, we are also entitled to withdraw from the purchase contract.

6. Defective delivery

  • 6.1. Acceptance is always subject to an incoming goods inspection to ensure the absence of defects, in particular with regard to correctness, completeness and suitability.
  • 6.2. Obvious external defects and damage, such as transport damage, shall be carefully assessed and documented during the incoming goods inspection.
  • 6.3. A complaint shall be made by us to the supplier promptly after discovery of any defects. In all cases, our complaint shall be deemed to be prompt and timely if it is received by the supplier within 10 calendar days.
  • 6.4. If the supplier does not meet its obligation to supplementary performance – by rectifying the defect (repair) or by delivering a fault-free item (substitute delivery), at our discretion – within an appropriate grace period set by us, we may rectify the defect and demand reimbursement of the necessary costs incurred by the supplier. If supplementary performance by the supplier fails or is unreasonable for us, there is no requirement to set further grace periods.

7. Product liability

  • 7.1. The supplier shall indemnify us against all third-party claims that result from material or legal defects in the delivery or service. This applies in particular to producer liability and the breach of commercial property rights.

8. Quality

  • 8.1. The delivered goods must meet all applicable regulations, ordinances, certifications and other provisions.
  • 8.2. The supplier is obliged to comply with our quality assurance agreements, the accepted rules of technology and the statutory provisions on product safety.
  • 8.3. The contractor shall set up and maintain a suitable quality management system in terms of type and scope which corresponds to the state of the art and is documented appropriately. It shall keep records of its quality checks in particular and make these available to us on request.

9. Confidentiality and disclosure to third parties

  • 9.1. The supplier shall not disclose to third parties the content of the orders concluded with us, in particular the prices and quantities.
  • 9.2. We may require the supplier to place all its employees and vicarious agents under the same obligation and allow us to inspect such agreements on request.
  • 9.3. Disclosure of our orders to third parties is permitted only with our written consent. Disclosure to third parties without our written consent entitles us to withdraw from the purchase contract in whole or in part and to demand compensation.

10. Retention of title and provision of materials

  • 10.1. Any agreed retention of title on the part of the supplier shall lapse at the latest on payment of the purchase price for the goods supplied.
  • 10.2. Materials provided shall remain our property. Their use is permitted for our orders only. Processing, mixing or combining the materials supplied by us shall be carried out only on our behalf. The parties agree that we shall become joint owners of the products made using the materials we provide in the proportion of the value of the materials provided to the value of the overall product, which in this respect shall be kept safe for us by the supplier.

11. Place of fulfilment, place of jurisdiction, applicable law, concluding provision

  • 11.1. Unless agreed otherwise, the place of fulfilment is our registered office or the place of delivery specified in our order.
  • 11.2. The place of jurisdiction for both parties is Memmingen. We are, however, entitled to take action against the contracting partner at a different place of jurisdiction.
  • 11.3. The legal relationships between the parties are governed by German law, excluding UN sales law. The contract language is German.
  • 11.4. Invalidity of provisions in these terms of contract shall not affect the validity of the remaining provisions of these General Terms and Conditions of Purchase or of other agreements. In such cases, the contracting parties shall agree to a provision that best corresponds to the meaning and purpose of the contract and comes as close as possible to the invalid provision.
  • 11.5. Changes or additions to the contract require a written confirmation to take effect.

Version: April 2021

General Terms & Conditions of Purchase (German Version)

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General Terms & Conditions of Purchase (English Version)

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General Terms & Conditions of Sale

General Terms of Sale of HEDI GmbH Elektro- und Gerätebau

1. General provisions

  • 1.1. The following General Terms & Conditions of Sale apply to all contracts, deliveries and other services, including consultancy services, unless they are changed or excluded with the express consent of the seller.
  • 1.2. Alternative, contradictory or supplementary conditions of the buyer do not apply, even if the seller does not reject their validity specifically in each individual case.

2. Offer and conclusion of contract

  • 2.1. Offers are always subject to change and non-binding, unless they are expressly marked as binding. Conclusions of contract and other agreements become binding only when they are confirmed in writing by the seller.
  • 2.2. Insofar as employees or sales representatives make verbal ancillary agreements or give undertakings in the context of contractual negotiations, they always require written confirmation from the seller.
  • 2.3. The documents belonging to the offer, such as illustrations, drawings, information about weights and dimensions are only approximate, unless agreed otherwise.

3. Prices, payment and default

  • 3.1. Prices are understood to be in EUR, plus the applicable Value Added Tax at the statutory rate and packaging and transport costs.
  • 3.2. Unless expressly agreed otherwise, payment shall be made within 14 days in such a way that the amount agreed to settle the invoice is made available to the seller at the latest on the due date. The payment period begins on the date of service provision or invoicing.
  • 3.3. Ancillary costs such as taxes, customs duties, charges, import and export fees and metal supplements shall be paid for separately.
  • 3.4. Payments by cheque are made subject to receipt, less the expenses at the value on the day on which the seller is able to access the equivalent amount.
  • 3.5. The seller is entitled to demand an appropriate advance payment. However, the seller is not obliged to fulfil the order before receipt of the advance payment. Agreed completion dates shall be postponed by the period before receipt of the advance payment.
  • 3.6. Designs, developments and drafting of drawings, etc. shall be paid for separately.
  • 3.7. Offsetting against any of the buyer’s counterclaims contested by the seller is not permitted. Assertion of a right of retention for counterclaims that have not been recognised or legally established is excluded, insofar as such claims are not based on the same contractual relationship.
  • 3.8. Claims resulting from deliveries of goods may not be assigned to third parties without the written consent of the seller.
  • 3.9. If the buyer is in default of payment, the seller is entitled at its discretion and on expiry of an appropriate grace period to withdraw from the purchase contract and to take back the goods delivered under retention of title, less the costs incurred as a result (usually 20% of the value of the goods). Notwithstanding pursuit of further default damages, in the event of default of payment the seller is entitled under Sections 288, 247 of the German Civil Code (BGB) to charge default interest of 5% above the base interest rate of the German Federal Bank or the interest rate that takes its place.
  • 3.10. If the seller obtains information about a deterioration in the buyer’s assets, it has the right to suspend all payment agreements, demand immediate payment or return of the goods and to withdraw from the purchase contract.

4. Delivery, delivery period, transfer or risk

  • 4.1. Part deliveries and corresponding billing are permitted to a reasonable extent.
  • 4.2. Unless agreed otherwise, the shipping route and method are at the discretion of the seller. If shipping is delayed at the request of the buyer or for reasons for which the buyer is responsible, the goods shall be stored at the cost and risk of the buyer. In this case, notification of readiness for shipping shall be equivalent to shipping.
  • 4.3. Indication of the delivery period is without obligation, unless it is guaranteed as binding in writing by the seller. The delivery period is deemed to have been met if, at the end of it, the purchased goods have left the seller’s factory or, in the event of agreed collection, notification of readiness for shipping has been given.
  • 4.4. The risk shall be transferred to the buyer on handover of the goods to the shipping agent or freight carrier, and at the latest when they leave the warehouse.

5. Default in delivery, impossibility of delivery

  • 5.1. The buyer may demand delivery (warning) from the seller at the earliest on expiry of the agreed, non-binding delivery period, at the latest after setting an appropriate grace period. If a binding delivery date is agreed and is exceeded, the seller shall be in default as soon as the delivery date is exceeded.
  • 5.2. If the seller is in default in providing a delivery or service or if, for whatever reason, it is impossible for it to make a delivery or provide a service, the liability of the seller is restricted by the provisions of Section 11 of these General Terms & Conditions of Sale.
  • 5.3. In the event of force majeure (unforeseen circumstances or events for which the seller is not responsible that could not have been avoided, e.g. labour disputes, war, fire, transport problems, shortage of raw materials, official measures) or disruptions to the operations of either the seller or its suppliers which temporarily prevent the seller, through no fault of its own, from delivering the goods when they are due, the delivery dates and periods shall be extended by the period of the obstacle. The seller shall notify the buyer of the start and end of obstacles of this sort as soon as possible.
  • 5.4. If delivery is impossible, the buyer is entitled to demand compensation, unless the seller is not responsible for the impossibility. The buyer’s compensation shall, however, be limited to 5% of the value of that part of the delivery which it has not been possible to deliver. This restriction does not apply to malicious intent or gross negligence.

6. Retention of title

  • 6.1. The seller shall retain title to the delivered goods until fulfilment of all claims under the respective purchase contract and all other claims arising from the business relationship with the buyer. This also applies if the buyer makes payment of claims specifically designated by him. In the case of open invoices, the property subject to retention of title shall be used to secure the seller’s demand for the balance. The above rights are not affected by balancing of an account or recognition of a balance. In the event of the breach of material contractual obligations, in particular default of payment, the seller is entitled to take back the goods following a reminder and the buyer is obliged to release them. Taking back the goods and seizure of the item by the seller shall entail withdrawal from the contract only if the seller declares this expressly in writing, unless the German Instalment Payment Act applies. In the case of seizures or other interventions by third parties, the buyer shall notify the seller in writing and send the seizure report and a certified assurance of the identity of the seized item.
  • 6.2. The buyer is entitled to sell or process the goods in the ordinary course of business, on condition that the claims from the resale are transferred to the seller as follows: The buyer hereby assigns the claims from the resale of the goods subject to retention of title to the seller, along with all ancillary rights, irrespective of the number of customers (third parties) in their full amount. If the goods subject to retention of title are sold with other goods that do not belong to the seller, the claim shall be assigned only in the amount of the invoice amount agreed between the seller and buyer. If the goods subject to retention of title are sold following combination or processing with other goods that do not belong to the seller, the claim shall be assigned only in the amount of the seller’s joint ownership of the sold item. The buyer is entitled to collect these claims as long as he meets his obligations in respect of the seller. The authority of the seller to collect the claims itself is not affected by this, but the seller undertakes not to collect the claims as long as the buyer meets his payment obligations properly. The buyer shall notify the seller promptly in writing of seizures of the goods subject to retention of title or the assigned claims by third parties, provide all the information required for the seller to assert its rights and hand over the necessary documents. Court and outof-court costs resulting from the seller’s intervention shall be met by the buyer.
  • 6.3. Processing or conversion of the goods subject to retention of title is carried out for the seller as the manufacturer within the meaning of Section 950 BGB, without obligation for the seller under this agreement. If the goods subject to retention of title have been processed or combined with other items not belonging to the seller to create a new, single item and if, as a result, the seller’s ownership of the goods subject to retention of title (Section 947 BGB) no longer applies, the seller shall be entitled to joint ownership of the new item in the proportion of the invoice value of the processed goods subject to retention of title to the total of the invoice values of all of the goods used in manufacturing the new item. The items produced from the processing or conversion are goods subject to retention of title within the meaning of these Terms & Conditions.
  • 6.4. If the value of all security rights available to the seller exceed the amount of all secured claims by more than 25%, the seller shall, at the request of the buyer, release an appropriate part of the security rights; the choice of which of the various security rights to release is at the seller’s discretion.

7. Confidentiality

  • 7.1. Any documents made available by the seller may not be passed on the third parties without its consent or for advertising for the buyer’s own purposes or those of others.
  • 7.2. Drawings, blueprints, parts lists, cost estimates, etc. created by the seller shall remain its property, are subject to copyright and may not be made accessible to third parties without its written consent.

8. Provision of materials

  • 8.1. If materials are supplied by the buyer, they shall be supplied at the buyer’s cost and risk with an appropriate volume surcharge of at least 5%, in good time and in perfect condition.
  • 8.2. In the case of non-fulfilment of these requirements, the delivery time shall be extended accordingly. Except in cases of force majeure, the buyer shall meet the resulting additional costs, including for interruptions to production.

9. Repairs

  • 9.1. If submission of an estimate of costs is required before repairs are carried out, this shall be specified expressly.
  • 9.2. It is at the seller’s discretion whether a repair is carried out in its own or a third-party workshop.
  • 9.3. The costs of shipping and packaging shall be met by the buyer. Repair invoices are due for payment immediately.

10. Defective delivery and warranty claims

  • 10.1. The buyer shall inspect the received goods immediately on arrival in terms of quantity, quality and guaranteed properties. The buyer shall notify the seller of obvious defects in writing without delay and within one week. If the buyer fails to carry out proper inspection and/or to provide notification of defects, liability for the defect that has not been reported is excluded. In the case of legitimate complaints, a repair of the defective goods or replacement delivery shall be provided, at the seller’s discretion.
  • 10.2. The buyer shall give the seller the necessary time and opportunity determined by reasonable discretion to rectify the defect, in particular by making the item or sample about which complaint has been made available, otherwise the warranty shall no longer apply.
  • 10.3. If the supplementary performance fails or is impossible from the outset or if an appropriate period of grace set by the buyer in writing has elapsed without success or is not required according to the statutory provisions, the buyer has the right to withdraw from the purchase contract or demand a reduction in the purchase price. In the case of a minor defect, however, there is no right of withdrawal.
  • 10.4. If the goods sold are missing a guaranteed property at the time of the transfer of risk, the buyer has a right of withdrawal. The buyer may demand compensation for non-fulfilment only within the meaning of Sections 280, 281 BGB.
  • 10.5. The warranty period begins on delivery or at the latest when use of the goods commences. The warranty is restricted to repair or replacement, at the seller’s discretion. The warranty obligation shall lapse if the buyer does not give the seller the necessary time and opportunity to carry out an attempted repair which is not futile. It shall also lapse if the buyer definitively refuses to fulfil the applicable contractual obligations.
  • 10.6. The warranty obligation does not cover defects that result from natural wear, defective or negligent treatment or treatment that is not in accordance with the operating instructions on the part of the buyer, excessive strain, defective assembly work on the part of the buyer or of third parties appointed by the buyer, the use of inappropriate operating materials, transport damage or force majeure. No warranty shall be provided if the buyer or a third party makes changes or carries out repair work without the prior consent of the seller.
  • 10.7. Deviations in the goods from the information in documentation attached to an offer (in particular illustrations, drawings information about size and weight) are not grounds for warranty claims, unless such information has been designated as binding in writing. Such information – unless expressly marked otherwise – shall be regarded as approximate and never as a guarantee of characteristics.

11. Liability and compensation claims

  • 11.1. The seller accepts liability without restriction in accordance with the statutory provisions for loss of life, physical injury and damage to health that results from a negligent or intentional breach of obligation on the part of the seller, its legal representatives or vicarious agents, and for damage covered by liability under the German Product Liability Act and for damage that results from intentional or grossly negligent breaches of contract and fraudulent actions on the part of the seller, its legal representatives or vicarious agents.
  • 11.2. Insofar as the seller has provided a guarantee of the quality and/or durability for the goods or parts, it is also liable within the framework of that guarantee. However, the seller shall accept liability for damage that results from the absence of the guaranteed quality or durability but does not directly affect the goods only if the risk of such damage is obviously covered by the quality and durability guarantee.
  • 11.3. The seller is also liable for damage that is caused by simple negligence, insofar as that negligence concerns the breach of contractual obligations, compliance with which is of particular importance in achieving the purpose of the contract. The same applies if the buyer has claims to compensation in place of performance. However, the seller shall accept liability only insofar as the damage is typically associated with the contract and is foreseeable.
  • 11.4. The buyer’s compensation claims on the grounds of breach of our contractual obligations are excluded, unless any damage has been caused intentionally or through gross negligence on the part of the seller or its vicarious agents.
  • 11.5. Notwithstanding Section 438(1) no. 3 BGB, the general limitation period for claims by the buyer for material and legal defects is one year from delivery.

12. Erfüllungsort, Gerichtsstand, anwendbares Recht, Schlussbestimmung

  • 12.1. The place of fulfilment and exclusive place of jurisdiction for deliveries and payments and for all disputes between the parties, insofar as the buyer is a general merchant, legal entity under public law or special fund under public law, is the registered office of the seller.
  • 12.2. The relationships between the contracting parties are governed exclusively by the law applicable in the Federal Republic of Germany. The contract language is German. Application of UN sales law is excluded.
  • 12.3. If any of the provisions above should be invalid, the remaining provisions remain valid. An alternative regulation corresponding to the economic intention of the invalid or ineffective provisions shall be found.
  • 12.4. The seller collects, stores and uses customer data in the course of processing contracts. As far as the details are concerned, we refer to the seller’s privacy policy, which is available online and can be accessed there at any time.

Version: May 2021

General Terms & Conditions of Sale(German Version)

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General Terms & Conditions of Sale (English Version)

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HEDI GmbH

Elektro- und Gerätebau

Schöneggweg 17

D-87727 Babenhausen

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+49 (0) 8333 92 11 -75

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