Terms and Conditions

General terms of delivery of the company hesotec electrify gmbh

§ 1 Scope

  1. These General Terms and Conditions of Delivery apply exclusively to entrepreneurs, legal entities under public law or public law special funds within the meaning of § 310 para. 1 BGB. Conflicting or differing from our General Terms and Conditions of the buyer, we only accept if we expressly agree in writing to the validity. This also applies if, on our part, the contractually owed delivery is carried out without reservation in the knowledge of conflicting or deviating terms of order.
  2. These General Terms and Conditions of Delivery also apply to all future transactions with the Buyer, as far as related legal transactions are concerned.

§ 2 Offer and contract

  1. All offers are non-binding. Orders are considered accepted only if they have been confirmed by us in writing. This also applies to any additions, side agreements, promises, consultations and statements of our employees to this contract. For the scope of the delivery only our written order confirmation is decisive.
  2. If the customer orders the goods electronically, the contract text and the terms and conditions will be stored in a reproducible form and sent to the customer by e-mail at the request of the customer.
  3. Patterns, illustrations, drawings, calculations, descriptions, catalogs, measurements and weights as well as other information, which serve as approximate guidelines for the orientation of the buyer, are not binding. Essential features and characteristics of the products remain unchanged.
  4. If the customer provides textual descriptions and drawings for the execution of an order, the drawings shall prevail in the event of deviating representations. If, due to the faulty descriptions, illustrations and / or drawings made available by the customer, errors or defects in the produced goods occur, we shall not be liable for this, unless the incorrect information was obvious.

§ 3 Submitted documents

All documents provided to the buyer in connection with the placing of the order, such as Calculations, drawings, etc., we reserve ownership and copyrights. These documents may not be made accessible to third parties, unless we give the buyer our express written consent. As far as we do not accept the offer of the buyer, 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, freight, postage, insurance and other shipping costs, plus value added tax in each valid amount. The corresponding freight and packaging costs will be charged separately. As far as freight-free delivery has been expressly agreed, the freight costs and any additional costs are to be paid by the buyer. The buyer is then entitled to deduct the costs incurred from the invoice amount. The indication of freight costs is without obligation. Changes in these costs up to the time of delivery shall be borne by the purchaser if the costs are increased accordingly, and in the event of cost reductions in favor of the purchaser.
  2. Packaging will not be taken back. Each packaging is a sales packaging in the sense of the packaging regulations.
  3. We are entitled to make price adjustments if price-related factors change if prices change in a period of 2 months or more between contracting and delivery. These price-forming factors include u. a. Material and raw material prices, foreign exchange rate increases as well as wage and non-wage labor costs.
  4. Unless otherwise agreed, the purchase price must be paid within 30 days of invoicing without any deduction and free of charge. If discount has been granted by express written agreement, the deduction will be calculated from the net invoice amount after deduction of any discounts, freight charges and other costs.
  5. Default interest will be charged per anno in the respective statutory amount. The assertion of further claims remains reserved.
  6. We are not obliged to accept bills of exchange and / or checks. If accepted, acceptance will only be on account of performance. In the case of acceptance of a bill of exchange, the resulting collection and discount costs as well as the bill of exchange etc. will be borne by the buyer. Payments from bills of exchange or checks will only be deemed to have been made when the countervalue has finally been credited to our account.
  7. In the event of late payment and justified doubts as to the buyer's solvency and creditworthiness, we are entitled, without prejudice to any other rights, to demand security or advance payments for outstanding deliveries and to immediately forfeit all claims arising from the business relationship.

§ 5 Offsetting and retention rights

The buyer is entitled to set-off only if his counterclaims are legally established or undisputed. The buyer 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 beginning of the delivery time specified by us presupposes the timely and proper fulfillment of the obligations of the buyer. The exception of the unfulfilled contract remains reserved. Delivery and service periods begin with the dispatch of the order confirmation.
  2. If the buyer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred to us, 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 is transferred to the buyer at the time when the latter is in default of acceptance or payment.
  3. Delivery and performance periods shall be reasonably extended if we are prevented from fulfilling our obligations by the occurrence of unforeseen events with which we could not reasonably expect due care in the circumstances of the case, e.g. War, internal civil unrest, forces of nature, accidents, strikes, lockouts and other measures in the context of labor disputes and in all cases of force majeure. The buyer will be informed of this in writing in written cases.
  4. We reserve the right, after consultation with the buyer, to carry out the order in partial services and partial deliveries and to calculate these separately upon agreement. Should we be in default with regard to such a partial service and / or partial delivery, this justifies the buyer only with regard to this partial service and / or delivery, his rights after & sect; 9.
  5. In the case of the delay in delivery caused by us not intentionally or grossly negligently, we are liable for every completed week of delay within the scope of a lump-sum compensation for default amounting to 3% of the delivery value, however, not exceeding 15% of the delivery value.
  6. We are not obliged to re-deliver already delivered products as far as these products have been taken out of production or have been omitted from the sales program for other reasons.

§ 7 Transfer of risk upon dispatch

  1. If the goods are shipped 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 upon leaving the factory / warehouse. This applies irrespective of whether the shipment of the goods is made from the place of performance or who bears the freight charges.
  2. Loading and shipping are uninsured at the risk of the buyer. At his request and expense, we are prepared to insure shipments against breakage, transportation, fire and water damage.
  3. We will make every effort to take into account the wishes and interests of the buyer with regard to the shipping method and shipping route. As a result additional costs - even with agreed carriage-free delivery - shall be borne by the buyer.

§ 8 Retention of title

  1. We reserve title to the delivered goods until complete 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 purchased item if the buyer behaves contrary to the contract.
  2. The buyer is obliged, as long as the property has not been transferred to him, to treat 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 has to be carried out, the buyer has to carry it out on time at his own expense. As long as the ownership has not been transferred, the buyer must notify us immediately in writing if the delivered item is seized or subjected to other interventions by third parties. Unless the third party is able to pay us the judicial and extrajudicial costs of a lawsuit in accordance with & sect; 771 ZPO, the buyer is liable for the loss incurred by us.
  3. The buyer is entitled to resell the reserved goods in the normal course of business. The buyer hereby assigns to us the claim of the customer from the resale of the reserved goods in the amount of the 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 buyer 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 buyer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no petition for opening insolvency proceedings or cessation of payments.
  4. The processing and remodeling of the purchased item by the buyer is always named and on behalf of us. In this case, the Buyer's expectancy rights to the purchased goods continue with the remodeled goods and the retention of title remains in place, provided that we also acquire ownership of the remodeled goods (ยง 950 BGB). 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 buyer is to be regarded as the main item, it is deemed agreed that the buyer assigns co-ownership pro rata to us and secures the resulting sole ownership or co-ownership for us. The co-ownership remains until the full purchase price payment. In order to secure our claims against the buyer, the buyer 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 to which we are entitled at the request of the buyer, insofar as their value exceeds the claims to be secured by more than 20%.

§ 9 Warranty and notice of defects as well as recourse

  1. Warranty rights of the buyer assume that this is his after & sect; 377 HGB has properly complied with the inspection and complaint obligations. All information, transfer, processing and use of our products, technical advice and other information is given to the best of our knowledge, but does not exempt the purchaser from its own examinations and examinations. Notification of defects shall only be processed to the extent that they are effective insofar as they are made in writing accompanied by evidence. The complaint is to be made within 8 days after receipt of the goods. In the case of hidden defects, it must be made within 8 days of discovery, no later than 6 months after receipt of the goods.
  2. Claims for defects expire 12 months after delivery of the goods delivered by us to our buyer. The above provisions do not apply insofar as the law prescribes longer periods. Prior to any return of the goods, our consent must be obtained.
  3. If, despite all due care, the delivered goods have a defect that was already present at the time of the transfer of risk, we will repair the goods, subject to timely notice of defects at our discretion or replace the 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. Claims of the buyer according to & sect; 439 para. 3 BGB are excluded.
  4. If the supplementary performance fails, the buyer - without prejudice to any claims for damages - may withdraw from the contract or reduce the fee with a notice period of 14 days.
  5. claims for defects do not exist with insignificant deviation from the agreed condition, with only insignificant impairment of the usability, with natural wear or tear as in case of damage after the transfer of risk due to faulty or negligent treatment, excessive use, unsuitable equipment, defective construction work, unsuitable ground or due to special external influences that are not required by the contract. If the buyer or a third party improperly undertakes repair work or changes, there are no claims for defects for these and the resulting consequences.
  6. Buyer's claims necessary for the purpose of supplementary performance, in particular transport, travel, labor and material costs, are excluded if the expenses increase because the goods delivered by us subsequently brought to another location than the unless the shipment complies with its intended use.
  7. Claims 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. For the scope of the buyer's right of recourse against the supplier, paragraph 6 shall apply mutatis mutandis.
  8. Warranty claims are excluded if the goods have been modified / processed by the buyer or third parties without prior written consent.

§ 10 Damages

To the extent permitted by law, our obligation to pay damages - for whatever legal reason - is limited to the invoice value of our directly involved in the damaging event quantity of goods. This does not apply if we are liable without restriction due to intentional or gross negligence.

§ 11 Industrial property and copyrights

  1. If a product is made by us on the basis of construction plans, drawings, models or other special requests of the buyer in violation of industrial property rights or copyrights, the buyer indemnifies us with regard to all claims of third parties and indemnifies us for all claims for damages.
  2. Design documents such as plans, sketches or technical elaborations as well as models, catalogs, brochures, illustrations and photos etc. remain our intellectual property and are the subject of the applicable statutory provisions on reproduction, replication and competition. The buyer is obliged to keep all aforementioned documents as well as information strictly confidential. They may only be disclosed to third parties with our express consent. The secrecy obligation also applies after completion of the respective contract; It expires if and to the extent that the manufacturing knowledge contained in the provided illustrations, drawings, calculations and other documents has become generally known.
  3. Design documents may only be pledged with the prior written consent of us. Your return can be requested anytime by us. They must be returned immediately if the order is placed elsewhere. The order and all related information, documents, etc. are our business secret and must be treated confidentially.

§ 12 Export-Import Authorization

  1. Products delivered by us are in certain cases only intended for use and to remain in the agreed country of delivery. The re-export of contract products - individually or system-integrated - in countries outside the European Union is subject to authorization in these cases and is subject to the foreign trade regulations of the Federal Republic of Germany or the other country agreed with the buyer. The buyer must independently inquire about this provision in accordance with German provisions or the provisions of the state of his domicile. Regardless of whether the customer indicates the final destination of the delivered contract products, it is incumbent on the buyer, under its own responsibility, to obtain any necessary approval from the relevant foreign trade authority before exporting such products.
  2. Any transfer of contracted products to third parties, with or without our knowledge, also requires the transfer of export licensing conditions. The buyer is liable to us for the proper observance of these conditions.

§ 13 Import VAT

  1. Insofar as the buyer is domiciled outside the Federal Republic of Germany, he is obliged to observe the regulations of the import VAT of the European Union. This includes, in particular, the announcement of the VAT identification number (UID No.) without separate request. The purchaser is obliged to provide us with the necessary information on his / her property as an entrepreneur, with regard to the use and transport of the delivered goods and other information required for statistical reporting on request.
  2. The Buyer is obliged to reimburse any expenses, in particular a processing fee, which arises from defective or incorrect information provided by the Buyer regarding import turnover tax.
  3. We exclude any liability from the consequences of the buyer's information on import VAT or the relevant data for this, as far as we are not intent or gross negligence.

§ 14 Miscellaneous

  1. This Agreement and all legal relationships between the parties shall be governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
  2. Place of fulfillment and exclusive place of jurisdiction for all disputes arising from this contract is the location of our head office, unless the order confirmation states otherwise.
  3. All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.
  4. Should individual provisions of this contract be or become ineffective or contain a gap, the remaining provisions shall remain unaffected. The parties undertake to replace the ineffective provision with such legally permissible provision which comes closest to the economic purpose of the invalid provision or fills in this gap.

Version 10.2018