Terms and conditions
Allgemeine Geschäftsbedingungen der H&H Technologien
Status January 2012
Our terms and conditions of sale, delivery and payment shall apply to all business relations, sales and other legal transactions between us and our customers in a legally binding manner. Deviating agreements or supplements, telephone and verbal promises are only binding if they are confirmed by us in writing.
The customer waives his own terms and conditions of purchase unless he expressly objects in writing and requests special agreements. Customers within the meaning of our terms and conditions are exclusively entrepreneurs, except for legal entities or partnerships with legal capacity, who act in the exercise of their commercial or independent professional duties when entering into the business relationship. Agreements of our sales representatives are only effective if they are confirmed by us.
A set-off by the buyer with counterclaims is excluded, unless the counterclaims are undisputed or legally established. The buyer is not entitled to a right of retention. This does not apply to business transactions with non-merchants insofar as the right of retention is based on the same contractual relationship. A right to refuse performance on the part of the purchaser is excluded in business transactions with merchants.
Offers – Offer documents
Unless otherwise agreed, our offers are subject to confirmation until the final order confirmation; errors and misprints excepted.
All information, such as dimensions, weights, illustrations, assembly sketches, descriptions and drawings in sample books, price lists and other printed matter are only approximate, but determined as best as possible, but are binding on us to this extent. The same applies to details of the works, models and drawings remain our property.
The delivery period shall commence upon receipt of the order confirmation, subject to the possibility of delivery and other contractual provisions.
Irrespective of our rights arising from the Buyer’s default, the agreed period shall be extended by the period by which the Buyer is in default with his obligations under this or any other contract. This shall apply mutatis mutandis if a delivery date has been agreed.
If we are in default, the buyer must set a reasonable grace period. After expiry of this period of grace, he may withdraw from the contract if the goods have not been reported to him as ready for dispatch by this time.
Any claims for damages arising from non-compliance with delivery periods or delivery dates are limited to the order value if the managing director(s) or one of our employees caused the delay through negligence.
We are entitled at any time to make deliveries or to render partial services, unless the partial service is not of interest to the customer.
Force majeure and contractual obstacles
Force majeure of any kind, unforeseeable operational, traffic or shipping disruptions, fire damage, floods, unforeseeable shortages of labour, energy, raw materials or auxiliary materials, strikes, lock-outs, official orders or other acts of God imposed by the
Party liable to perform not responsible for obstacles that hinder the manufacture. To reduce, delay, prevent or make unreasonable the dispatch, the acceptance or the consumption, release for duration and extent of the disturbance from the obligation to delivery and acceptance. If the delivery and/or acceptance is exceeded by more than 8 weeks as a result of the disruption, both parties shall be entitled to withdraw from the contract. In the event of partial or complete loss of the Seller’s sources of supply, the Seller shall not be obliged to obtain supplies from third-party suppliers. In this case the Seller shall be entitled to distribute the available quantities of goods taking into account his own requirements.
The seller reserves the right to choose the shipping route and the mode of shipment. If the value of the goods is less than € 150,- for delivery within Germany, freight costs of € 5,00 will be charged. For deliveries abroad we determine gladly on your inquiry. Additional costs caused by special shipping wishes of the buyer are at his expense. The same applies to increases in freight rates occurring after conclusion of the contract, any additional costs for diversion, storage costs, etc., unless freight-free delivery has been agreed.
The risk of destruction, loss or damage of the goods shall pass to the buyer upon dispatch or, in the case of collection by the buyer, upon the buyer’s order.
Transport packaging and all other packaging in accordance with the packaging regulations shall not be taken back; with the exception of pallets. The purchaser is obliged to ensure that the packaging is disposed of. If the customer so wishes, we shall cover the delivery with transport insurance; the costs incurred in this respect shall be borne by the customer.
terms of payment
Our invoices are payable within 30 days of the invoice date without deduction or within 8 days with 2% discount. The discounts mentioned are not granted if the buyer is in arrears with the payment of earlier deliveries.
In the event of late payment, we shall charge default interest in accordance with the respective interest rates for short-term bank loans, but at least 3% p.a. above the respective base rate; in the case of legal transactions in which a consumer is involved, we shall charge 8% above the base rate.
Retention of title
Our deliveries are made exclusively under retention of title. Ownership shall not pass to the customer until he has fulfilled all his obligations arising from the business relationship with the seller, including ancillary claims, claims for damages and the encashment of cheques and bills of exchange. The own
The retention of title shall also apply if individual claims of the Seller are included in a current account and the balance has been struck and acknowledged.
The seller is entitled to demand the return of the reserved goods from the buyer without setting a grace period and without withdrawing from the contract, if the buyer is in default with the fulfilment of his obligations towards the seller. The taking back of the reserved goods shall only constitute a withdrawal from the contract if the Seller has expressly declared this. If the seller withdraws from the contract, he can demand remuneration for the duration of the use of the goods, which is calculated in accordance with § 13 paragraph 2 Consumer Credit Act. The customer is obliged to handle the goods in accordance with their intended purpose and with care. If maintenance and inspection work is necessary, the customer shall carry this out regularly at his own expense.
The customer is obliged to inform us immediately of any third party access to the goods as well as of any damage to or destruction of the goods. The customer must notify us immediately of any change of ownership of the goods or of his own change of residence. Insofar as the customer transforms or processes the goods, this shall always be done in our name and on our behalf. If the processing or transformation is carried out with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the objective value of our goods to the other processed objects at the time of processing. The same shall apply if the goods are mixed with other objects not belonging to us. The customer is entitled to resell or lease the goods in the ordinary course of business. He hereby assigns to us all claims in the amount of the final invoice amount agreed with us (including value added tax) which accrue to him from the resale or leasing to others. This applies regardless of whether the customer has resold or rented the goods without or after processing, mixing or reshaping. We accept the assignment. After the assignment, the customer remains authorised to collect the claim. Our authority to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claims as long as the customer duly meets his payment obligations towards us and is not in default of payment. Furthermore, we undertake to release the securities to which we are entitled at the customer’s request to the extent that the realisable value of our securities exceeds the claims to be secured by more than 20%; the choice of the securities to be released shall be incumbent on us.
Complaints / Liability
All information on the suitability, processing and application of our products, technical advice and other details are given to the best of our knowledge, but do not release the purchaser from the obligation to carry out his own tests and trials. The agreement of qualities and the assumption of any guarantees shall only be binding for us if it has been made expressly and in writing in the contract. In the case of defects in the goods, we shall initially provide the customer with subsequent performance by repair or replacement, at the customer’s option.
If the supplementary performance fails, the customer may, at his discretion, demand in particular a reduction in payment (reduction) or rescission of the contract (withdrawal). In the event of a minor breach of contract, in particular in the event of minor defects, the customer shall not, however, be entitled to withdraw from the contract. The customer must notify us in writing of obvious defects in the goods within a period of 2 weeks from receipt of the goods; otherwise the assertion of any claims for defects, in particular for subsequent performance, reduction or withdrawal, is excluded. Timely dispatch is sufficient to meet the deadline. The customer shall have full probative force for all prerequisites for a claim, in particular for the defect itself, for the time of discovery of the defect and for the timeliness of the notice of defect. If the customer chooses to withdraw from the contract due to a defect in the goods after failed subsequent performance, he shall not be entitled to any additional claims for damages due to the defect. If the customer chooses damages after failed subsequent performance, the goods shall remain with the customer if this is reasonable.
Compensation is limited to the difference between the purchase price and the value of the defective item. This shall not apply if we have maliciously caused the breach of contract. If the customer uses the goods himself or resells the goods exclusively to entrepreneurs, the limitation period for claims based on defects shall be one year from delivery of the goods, subject to the proviso that the customer notifies us of the defect in accordance with this provision. In the event of the customer’s default in payment or deterioration of credit, we shall be entitled to refuse to meet claims based on defects until the customer has fulfilled his payment obligation to the extent that the invoice value of our delivered goods less any existing defects corresponds to the reduction in the purchase price. Any claims of the customer on the basis of the guarantee declarations issued separately by us shall remain unaffected.
Prohibition of assignment and pledging
The customer may neither assign nor pledge claims against us to which he is entitled from the business relationship without our prior express written consent.
Place of performance
The place of performance for both parties is 75223 Niefern-Öschelbronn, Germany.
place of jurisdiction
The place of jurisdiction for both parties to the contract shall, at our option, be the Local Court of Pforzheim, also for bills of exchange and cheque litigation.
In addition, the seller is entitled to assert his claims at the respective place of jurisdiction of the buyer.
For deliveries abroad, the above German place of jurisdiction and thus the application of German law shall also be expressly agreed.
For the business relationship with our customers, only the law of the Federal Republic of Germany shall apply in any case to the exclusion of foreign law. The Hague Convention of 01.07.1964 on Uniform Laws concerning the International Sale of Goods and the United Nations Convention of 11.04.1980 on Contracts for the International Sale of Goods (UN Sales Convention) shall not apply.
If our customers export our goods to areas outside Germany, we shall assume no liability if our products infringe the industrial property rights of third parties. The purchaser is obliged to compensate us for any damage caused by the export of goods which we have not expressly delivered for export.