General Terms and Conditions of Delivery and Payment of HEDI GmbH, Elektro- und Gerätebau, 87727 Babenhausen, Germany
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
The expiry of certain delivery periods and dates does not release the buyer, who wishes to withdraw from the contract or claim compensation for non-performance, from setting a reasonable grace period for the provision of the service and the declaration that he will refuse the service after the period has expired. This does not apply if the seller has expressly designated a deadline or date for performance as binding. Partial deliveries are permitted to a reasonable extent. The delivery period is extended - even within a delay - appropriately in the event of force majeure and all unforeseen obstacles that have occurred after the conclusion of the contract for which the seller is not responsible, insofar as such obstacles can be shown to have a significant influence on the delivery of the item sold. This also applies if these circumstances occur with the seller's suppliers and their sub-suppliers. The seller will inform the buyer as soon as possible of the beginning and end of such obstacles. The buyer can demand a declaration from the seller as to whether he wants to withdraw or deliver within a reasonable period. If the seller does not make a declaration immediately, the buyer can withdraw. Delivery times are extended by the period in which the buyer is in default with his contractual obligations - within an ongoing business relationship also from other contracts. The seller is not responsible for delay or failure (impossibility) of delivery as long as he, his vicarious agents and sub-suppliers are not accused of fault. Otherwise he is liable according to the statutory provisions. If he has to pay damages afterwards, a claim for damages to which the buyer is entitled - insofar as the contract is related to a commercial activity of the buyer - is limited to the damage foreseeable at the time of the conclusion of the contract, but not more than 10% of the value of that part of the total delivery that is due to Delay or non-delivery cannot be used on time or in accordance with the contract. This restriction does not apply if the seller is compulsorily liable in cases of willful intent or gross negligence. The seller is not responsible for deliveries that are delayed or not (impossibility) due to the fault of his sub-supplier. The right of the buyer to withdraw after a fruitless expiry, a grace period set for the seller, remains unaffected.
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.
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
The prices are always exclusive of value added tax at the respective statutory rate. Unless expressly agreed otherwise, payment shall be made within 30 days of the invoice date in such a way that the amount agreed for the settlement of the invoice is available to the seller no later than the due date. Payments for repairs are due immediately without deduction. The seller shall only accept discountable and properly taxed bills of exchange on account of payment if a corresponding agreement has been made. Credit notes for bills of exchange and checks shall be made subject to receipt less disbursements with value date of the day on which the seller can dispose of the countervalue. The seller's claims shall become due immediately, irrespective of the term of any bills of exchange received and credited, if the terms of payment are not complied with or if facts become known which make the buyer's creditworthiness appear doubtful. In the event of default in payment, interest on arrears shall be payable - irrespective of the assertion of further claims for damages caused by default. From merchants at least interest is charged from the due date according to §§ 325, 353 HGB. Discounts shall not be granted if the buyer is in arrears with the payment of earlier deliveries. Offsetting against any counterclaims of the buyer disputed by the seller shall not be admissible. The assertion of a right of retention due to counterclaims that are not recognized or not legally established is excluded, unless these claims are based on the same contractual relationship. If a notice of defect is asserted, payments by the buyer may be withheld to an extent that is in reasonable proportion to the defects that have occurred. If, however, the contract is part of the operation of a commercial business, the buyer may withhold payments only if a notice of defect is asserted about the justification of which there can be no doubt. Payments may only be made to employees of the seller if they present a valid power of attorney for collection.
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.
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.
Allgemeine Einkaufsbedingungen der Firma HEDI GmbH Elektro- und Gerätebau
2. Angebot und Vertragsabschluss
3. Preise und Zahlungsbedingungen
4. Lieferung, Gefahrenübergang, Verpackung
5. Lieferzeit und Lieferverzug
6. Mangelhafte Lieferung
9. Geheimhaltung und Weitervergabe an Dritte
10. Eigentumsvorbehalt und Beistellung
11. Erfüllungsort, Gerichtsstand, anwendbares Recht, Schlussbestimmung
Stand: April 2021
Allgemeine Einkaufsbedingungen (Deutsche Version):