Terms & condition
Terms of sale, delivery and payment of HAIX
§ 1 General matters, scope of application
These Terms and Conditions of Sales (‘AVB’ or ‘GTCS’) apply to all our business relationships with our customers (“buyers”). The GTCS apply to contracts for the sale and/or delivery of goods, regardless of whether we manufacture goods ourselves or buy them from suppliers. The GTCS apply, in their latest effective version, as a framework agreement for future con- tracts with the same buyer without having to refer to them again in each individual case. Our GTCS solely apply. Any deviating, con icting or supplementary General Terms and Conditions (GTC) of the buyer only form part of the contract if we have speci cally consented to their validity. The same applies if we carry out delivery to the buyer unreservedly in the knowledge of the buyer’s GTC. Contradictory GTC do not affect the validity of the contract. The statutory provision is applicable in case of contradictory GTC.
§ 2 Contents of contract conclusion
We are bound by our offers for two weeks. The buyer’s order for goods is regarded as a binding contract offer, which we can accept in writing or through delivery within two weeks of receipt. We reserve the right to carry out technical changes if the serviceability of goods is not affected and the change is acceptable to the buyer. We reserve proprietary rights and copyrights for illustrations, drawings, calculations and other documents referred to as con dential.
§ 3 Delivery period – obstacles to delivery
Binding delivery periods shall be individually agreed. They begin with sending the order con rmation, but not before the buyer’s provision of documents, permits and approvals to be obtained, and before receipt of an agreed advance payment and clari cation of all technical issues. A binding delivery period is observed if the product has left the plant before expiry or readiness for dispatch has been noti ed. If binding delivery periods cannot be observed through no fault of our company (e.g. act of God), we can extend the delivery period by the duration of obstruction. We inform the buyer hereof immediately and notify the anticipated new delivery period. If service performance is not possible within the new delivery period, we can withdraw from the contract in part or in full; a previous buyer trade-off is remuner- ated immediately. Our rights and the buyer’s statutory withdrawal and termination rights are unaffected. Binding delivery periods are interrupted in case of change requests from the buyer and, where appropriate, extended by the necessary period for different execution.
§ 4 Risk transfer, approval, acceptance default
- The risk of accidental loss and accidental deterioration of products transfers, at the latest, upon handover to the buyer.
- If the buyer is a contractor, risk transfers to the buyer with effect from handover to the transport person in in the event an agreed obligation to send. In the event of an agreed obligation to collect debt, risk transfers to the buyer upon selection of the product and agreed provision.
- Delivered products shall be accepted by the buyer in case of only immaterial defects, regardless of its rights under Sections 7, 8 of these GTCS.
- If the buyer falls into acceptance default, fails to cooperate, or our delivery is delayed for other reasons attributable to the buyer, we may demand refund of damage incurred as a result, including additional expenditure. We charge at-rate compensation for this in an amount of 0.5% of the purchase price per calendar week, up to a maximum of 5% of the purchase price from the start of default. Veri cation of higher damage and our statutory claims are unaffected; however, at rates shall be offset against further monetary claims. The buyer is at liberty to prove that we did not incur any damage or incurred signi cantly lower damage.
§ 5 Prices and terms of payment
- Our prices agreed at the time of contract conclusion, plus effective statutory VAT on the invoicing date, are applicable. Statutory VAT is included in respect of consumers. In case of contractors, this is shown separately. The purchase price is payable upon invoicing. Our prices are understood as from the registered of ce, plus transport and packaging.
- If the buyer is a consumer, the following applies: If amendments to the price basis arise on a delivery date, which is more than 4 months after contract conclusion, we reserve the right to make an appropriate price adjustment based on written information from the buyer. The buyer is entitled to withdrawal if a price increase exceeds the general rise in living costs not just by an insigni cant amount between order and delivery.
- If the buyer is a contractor, the following applies: If the price has increased at the time of service performance due to a change in market price or increase in fees demanded by third parties involved in service performance, the higher price is applicable. If this exceeds the agreed price by 20% or more, the buyer has the right to withdraw from the contract. This right shall be enforced immediately following noti cation of the increased price.
- Starting from an order volume of 3,000 €, HAIX is entitled to demand payment from the client of the purchase price due under the contract to secure contractual performance before delivery or execution of the order. The buyer is entitled to withhold 20% from the total amount of contractually liable remuneration to secure any claims of the buyer in the event of a defect. However, the residual amount is also due for payment within two weeks of delivery of the purchased objects.
§ 6 Retention of title
In case of consumers we reserve the right of ownership of the product until payment in full of the purchase price. If the buyer is a contractor, we reserve the right of ownership of the prod- uct until payment in full of all our present and future claims under the purchase agreement and an ongoing business relationship (secured claims) even if payment has already been made for the concrete product. Goods subject to retention of title shall not be pledged to third parties, nor assigned as collateral security, before payment in full of secured claims. The buyer shall immediately notify us in writing if and when third parties have access to products that belong to us. If the realizable value of securities exceeds our claims by more than 20%, we may release a relevant amount of collateral securities at our discretion.
§ 7 Buyer’s claims for defects
- The statutory provisions apply to buyer’s rights in case of material and legal defects (including wrong and short delivery), unless speci ed to the contrary herein below. In all cases special legal provisions are unaffected in case of nal delivery of products to a consumer (supplier’s redress pursuant to Sections 478, 479 BGB [German Civil Code]).
- If the buyer is a contractor, the following applies: The buyer’s claims for defects assume that it has complied with its statutory inspection and defect noti cation obligations. If a defect appears during the examination or later, this shall be noti ed to us in writing without delay (within 10 working days).
- If the buyer is a contractor, we reserve the right to choose the method of supplementary performance. If the buyer is a consumer, the buyer may rst demand subsequent rem- edy or replacement at its discretion. In the event of replacement, the buyer shall return the defective item.
- If supplementary performance has failed or a deadline set by the buyer for supplemen- tary performance has expired unsuccessfully or is super uous, the buyer may withdraw from the purchase agreement or reduce the purchase price. A right of withdrawal does not exist in case of an insigni cant defect.
- The buyer’s claims for compensation or reimbursement of wasted expenditure only arise according to Section 8; otherwise they are excluded.
- If supplementary performance is impossible or disproportionate or has failed, our rights and those of the buyer are determined based on statutory provision.
- We are not liable for damage caused by inappropriate or improper use, natural wear and tear, or defective or negligent handling.
- The buyer does not receive any guarantees in a legal sense (in particular as de ned in Section 443 BGB).
§ 8 Liability for damage
- Unless revealed to the contrary under these GTCS, we are liable for breach of contrac- tual and non-contractual obligations pursuant to statutory regulations.
- We are liable for compensation – on any legal grounds whatsoever – in case of intent and gross negligence. In the event of ordinary negligence, we are only liable for: - damages from injury to life, body or health; - damages from breach of a material contractual obligation (however in this case our liability is limited to compensation for foreseeable, typical damage); - damages caused by delay;
- Liability limitations under paragraph (2) do not apply in case of fraudulent concealment of a defect, issuance of a quality guarantee, or claims under the Product Liability Act.
§ 9 Statute of limitations
- Mutual claims by our company and the buyer become statute-barred under statutory provisions, unless stipulated to the contrary herein below.
- If the buyer is a contractor, the general statutory period of limitation for defect claims is one year from delivery. This reduction in the statutory period of limitation does not apply in the event of supplier’s redress, fraudulent intent, injury to life, body or health, guar- antees or product liability. In these cases the statutory period of limitation regulations are solely applicable.
- Our claims for payment become statute-barred in 5 years. Section 199 I BGB is appli- cable.
§ 10 Choice of law and court of jurisdiction
- The law of the Federal Republic of Germany is solely applicable to these GTCS and to all legal relationships between our company and the buyer, in exclusion of the UN Convention on Contracts for the International Sale of Goods.
- If the buyer is a trader, the exclusive court of jurisdiction for all disputes arising under the contractual relationship is based on our head of ce. We are also entitled to bring an action at the general court of jurisdiction for the buyer.
§ 11 Export clause
- Contractual performance is subject to there being no obstacles to performance under national or international regulations, in particular export control regulations, embargos or other sanctions.
- The buyer undertakes to provide all information and documents required for export, shipment and import. The buyer is liable for costs/expenditure.
- Delays resulting from of cial export controls or licensing procedures suspend agreed deadlines and delivery periods for the duration of delay. If a signi cant delay is involved (minimum 5 months), both parties are entitled to withdraw from the contract for the affected parts. Such circumstances shall be noti ed immediately to the buyer.
- If necessary licences are not de nitively granted, both contractual parties are also entitled to withdraw from the contract with regard to the affected parts. Refusal by the buyer to reimburse costs in accordance with subsection 2 clause 2 also entitles us to withdraw from the contract for the affected parts. Subsection 3 clause 3 applies accordingly.
- Compensation claims of the buyer due to withdrawal or transgression of deadlines, according to subsections 3 and 4, are excluded.
- The buyer shall comply with relevant regulations of national and international export and re-export control law when transferring our products to third parties. When transferring our products to third parties, the buyer shall in particular comply with export and re-ex- port control regulations of the Federal Republic of Germany and the EU.
- The buyer undertakes to make sure that it does not contravene any embargo of the EU, USA or UN by transferring our products to third parties. Any restrictions on domestic transactions and existing bans on circumvention shall be observed.
- The buyer undertakes to note existing sanctions lists of the EU, USA and UN.
- The buyer shall ensure that in the event of our goods being transferred to third par- ties, they are not used for any prohibited purposes related to armaments or weapons technology.
- Upon request, the buyer shall provide us with all information about the nal recipient and the whereabouts and intended use of products that we have delivered, where such information is required to check on export control restrictions.
- The buyer undertakes to exempt our company from all claims enforced against us by authorities or other third parties due to breach of export control regulations. The buyer is obliged to refund all damages and expenditure incurred in relation to such an infringement.
§ 12 Severability clause
In the event of individual provisions of these GTCS being fully or partly invalid, the remaining provisions are unaffected. If a provision is ineffective, the statutory regulation shall apply.