1. Area of Application
These Standard Terms and Conditions shall apply to all contracts for deliveries and services to business persons (§ 14 BGB [German Civil Code]).
We will not accept the ordering party's terms and conditions that are to the contrary, unless we expressly approved their validity in writing.
2. Quotation and Contract Conclusion
Our quotations shall be subject to change. A contract shall not be concluded until we have confirmed the order in writing or fulfil the order.
Prices shall be ex works. They do not include the packaging and shipping costs and the statutory value added tax.
The current list prices valid on the date of delivery shall apply. In addition to that, we reserve the right to charge the prices valid on the date of delivery due to subsequently incurred cost increases (for wages, material and energy) for contracts with a delivery time of more than 4 months.
4. Delivery Time and Delivery Quantity
The agreed delivery time shall commence upon dispatch of our written order confirmation, at the earliest, however, upon fulfilment of the ordering party's duties to cooperate(such as provision of design plans, documents and/or drawings and notification of all material circumstances with regard to the rendering of services/performance) and upon clarification between the parties of all details of performance.
The delivery time shall be considered as complied with if the delivery item has left the plant on expiration of the delivery time or if we have announced the readiness of dispatch.
If non-compliance with the delivery time is based on unforeseeable events beyond our control (such as force majeure, labour disputes, interruptions of operation, committee work, delay in delivery caused by pre-suppliers), we shall be entitled to reasonably postpone the delivery time by the duration of the hindrance. This shall also apply if these circumstances occur during an already existing delay.
If the ordering party is entitled to claim compensation for default due to slight negligence on our part, this claim shall be limited to 0.5 % of the value of the delayed delivery for each full week of delay, however, in total no more than 5 % of the value of that part of the entire delivery that could not be put to the contractual use due to the delay.
Partial deliveries shall be permitted to the extent reasonable, even if higher shipping costs are incurred by the recipient due to this.
Excess quantities or shortfalls of 10 % are customary in this line of business and permissible.
5. Packaging, Dispatch and Risk Taking
The type and method of packaging shall remain our choice.
The risk shall pass to the forwarding agent or carrier upon transfer of the goods, at the latest, however, when the goods leave the plant. This shall also apply if carriage-free delivery was agreed.
If dispatch is delayed due to circumstances which the ordering party is responsible for, the risk shall pass to the ordering party from the day of readiness of dispatch.
Our invoices shall be payable without any deduction to our payments office within 60 days of the date of invoice. The same shall apply to partial deliveries. If payment is made within 30 days of the date of invoice, we will grant a cash discount of 2 % insofar as the ordering party has paid our other invoices that are due. Amounts below € 25.00 shall be payable immediately.
Cheques and bills of exchange shall only be accepted upon special arrangement and on account of performance. Bill of exchange charges and discount charges shall be borne by the ordering party and shall be payable immediately.
The ordering party shall only be entitled to rights of retention insofar as its counter-claim is based on the same contractual relationship. The ordering party may only offset claims against counter-claims that are undisputed, are ready for a decision or have been established by final judgement.
If we obtain knowledge of a considerable deterioration in the ordering party's financial circumstances, we shall be entitled to perform services only if a guarantee is given (such as absolute guarantee, bank guarantee). If the ordering party fails to comply with the request to give a guarantee in due time, we shall have the right to rescind the contract and to demand compensation for damages.
7. Claims due to Defects and Liability
The ordering party must give notice of obvious defects within 14 calendar days after delivery. § 377 HGB shall apply to traders.
In case of defects, we shall warrant by means of rectification of defects or replacement delivery at our option. If the rectification of defects or replacement delivery fails, the ordering party may demand, at its option, a reduction of the contract price or rescission of the contract.
We shall not be liable for defects that are based on the ordering party's specifications (e.g. constructional drawings and instructions).
All claims due to a defect shall become statute-barred within one year from the date the goods were delivered. This shall not apply to claims for damages according to item 7.5 and recourse claims pursuant to § 478 BGB [German Civil Code].
Should we be obliged under contract or law to compensate damages, we shall be liable for damages resulting from an injury to life, body or health which are based on a breach of duty that is negligent at the least. Furthermore, we shall be liable for the infringement of a fundamental contractual obligation that is negligent at the least, yet limited to the foreseeable, typically occurring damage. With regard to all other damages, we shall only be liable for a wilful or grossly negligent breach of duty. A breach of duty on our part shall be equal to a breach of duty on part of our legal representative or vicarious agent. In case of fraudulent concealment of a defect, the liability resulting from giving a guarantee or a assuming a procurement risk and pursuant to the German Product Liability Act shall remain unaffected.
8. Retention of Title
The delivered goods shall remain our ownership until all claims from the business relationship we are entitled to against the ordering party have been fulfilled. In the case of a current account, the retained ownership ensures our current account balance claims. If payment is effected by means of a bill of exchange, the retention of title shall not lapse until the bill of exchange has been paid by the ordering party as acceptor.
Any processing of or alterations to the goods shall always be carried out for us as the manufacturer without us being under any obligation by this. If the goods are processed, mixed or combined with other objects that are not owned by us, we shall acquire co-ownership of the new goods in a ratio of the invoice value of the goods to the other objects at the time of processing, mixing or combination. If our ownership expires as a result of combination or mixing, the ordering party herewith transfers its (co-)ownership of the uniform item to the extent of the invoice value of the goods delivered by us.
The ordering party shall hold our (co-)ownership in safe custody for us free of charge and with the diligence of a prudent businessman and shall insure it against breakage, theft and damage caused by fire or water.
The ordering party shall be entitled to resell the goods or our (co-)ownership (together with all future goods subject to retention of title) in the orderly course of business. The ordering party herewith assigns to us all claims regarding the goods subject to retention of title that arise from reselling or for any other legal reason (such as insurance, unauthorised action) of the invoice amount agreed with us (including value-added tax) , irrespective of whether the goods subject to retention of title were processed before. If a current account has been agreed between the ordering party and its customer, the claim assigned to us shall also refer to the recognised balance and, in the case of insolvency, to the causal balance.
The ordering party shall be authorised to collect the assigned claims .We shall have the right to revoke the authorisation to resell and to collect claims if the ordering party is in arrears or if any other considerable deterioration of its financial circumstances or creditworthiness arises. In such a case, the ordering party shall be obliged to supply us with information and documents necessary to assert the assigned claims and to inform third-party debtors of the assignment.
Pledging or transferring the goods subject to retention of title by way of security shall be prohibited. The ordering party must inform us immediately of any enforcement measures taken by third parties relating to the goods subject to retention of title or the claims assigned to us and must handover any documents necessary for an intervention. The ordering party shall bear any residual costs from resulting legal action despite our winning the case.
If the ordering party is in arrears, we shall be entitled to take back the goods. The ordering party shall be obliged to return the same. Taking back the goods only constitutes a rescission of the contract if explicitly declared by us as such in writing.
We shall be entitled to realize the goods taken back after prior threat of realization and fixing a reasonable period to realize the goods through private sale. The proceeds obtained from realization shall be set off against the price after deduction of the realization costs.
If the realizable value of the securities exceeds the nominal value of the secured claims by more than 10 %, we will be obliged to release the securities at our option and at the ordering party's request.
9. Right of Pledge
Due to our claims arising from the order, we shall be entitled to a contractual right of pledge to the objects transferred into our possession due to the order if wage work has been agreed. If we become the owner of the new item due to toll processing or if objects integrated by us do not form an essential part of the object of the contract, the retentions of title in this respect shall apply pursuant to item 8.
10. Place of Performance and Place of Jurisdiction
The place of performance for the delivery shall be the place of our plant or warehouse. The place of performance for the payment shall be Achstetten-Bronnen, Germany.
If the party to the contract is a merchant, the place of jurisdiction for all disputes arising from the contract shall be Ulm, Germany. We shall be entitled to sue the ordering party at its general place of jurisdiction.
11. Final Provisions
The law of the Federal Republic of Germany shall be applicable to the exclusion of the UN Sales Convention.
Should single provisions of the contract be ineffective, the effectiveness of the remaining provisions shall not be affected thereof. Ineffective provisions shall be replaced by a regulation which comes closest to the parties' economic purpose.
These General Terms and Conditions (referred to as “GTC” below) of
Erwin Halder KG (referred to as “Vendor” below) apply to all contracts for the supply of goods that a consumer or entrepreneur (referred to as “Customer” below) enters into with the Vendor with respect to the goods offered by the Vendor in his online shop. Unless agreed upon otherwise, the inclusion of terms and conditions of the Customer is hereby expressly rejected.
A consumer within the meaning of these GTC is any natural person who concludes a transaction for purposes that cannot be for the most part assigned to the commercial or independent professional activities of the person. An entrepreneur within the meaning of these GTC is a natural or legal person, or a partnership with legal capacity, exercising a commercial or independent professional activity when concluding a transaction.
2. Conclusion of contract
The services offered on our Web site do not constitute a proposal in the legal sense but are merely an invitation to submit a proposal for the conclusion of a purchase contract.
This proposal is made when you submit your order after going through the online ordering process by entering the required information and clicking on the “Order” button in the final step.
We confirm the receipt of your order with an e-mail, in which we list the details of your order (order confirmation). This is not yet the acceptance of your proposal.
A purchase contract comes into effect only when we dispatch the ordered goods and confirm the dispatch by e-mail (dispatch confirmation).
3. Cancellation policy
Right of withdrawal
Any natural person who concludes a transaction for a purpose that cannot be assigned to his/her commercial or independent professional activity (consumer) has the following right of withdrawal:
You have the right to withdraw from this contract without giving reasons within 14 days as of the day on which you or a third party named by you who is not the carrier have taken possession of the goods (or – in the case of a contract for several items in one uniform order or the delivery of goods in several partial deliveries – of the last item or partial delivery).
The right of withdrawal can be exercised by means of a clear declaration that you want to withdraw from the contract. The declaration must be sent by postal mail or electronically to the address below.
3.2 Consequences of withdrawal
If you withdraw from the contract, we shall reimburse all payments we received from you; this includes delivery costs (with the exception of the additional costs arising from the fact that you have chosen a type of delivery that differs from the cheapest standard delivery offered by us; as well as any surcharges, handling and distribution fees). This reimbursement shall be made immediately and at the latest within 14 days as of the day we receive the notification of your withdrawal from the contract. Unless expressly agreed upon otherwise, we shall use the same means of payment for the reimbursement that you used for the original transaction; under no circumstances shall we charge you any fees for this reimbursement. We have the right to refuse reimbursement until the goods have been returned to us; or until you have provided proof you have sent back the goods, depending on what comes earlier.
The goods must be sent back to us, or handed over to us, promptly, in any case within 14 days as of the day upon which you informed us of the withdrawal from the contract. The deadline is met if you dispatch the goods prior to the expiration of the period of 14 days.
You must pay compensation for any loss of value to the goods only if this loss in value is due to you handling the goods in a way not required for checking their condition, properties or functions.
Exceptions to the right of withdrawal
The right of withdrawal does not exist for distance selling contracts; it lapses in the case of contracts for goods that were produced according to customer specifications or for goods clearly tailored to personal needs. The right of withdrawal also lapses for goods that show traces of use.
Costs in the event of withdrawal
In the event of withdrawal, the consumer bears the costs of the return.
4. Subject to availability
Should an ordered article – by way of derogation from the non-binding delivery time – not be able to be delivered for reasons for which we are not responsible, we shall inform you of it without delay.
In this case, we reserve the right to send you a replacement article that is equal with respect to price and quality to the original item. If you don’t want to accept or keep the replacement article, you can send it back to us free of charge within the statutory warranty period.
If the ordered goods are unavailable, we reserve the right not to deliver. In this case, we shall inform you promptly and reimburse any payments already received.
5. Terms and conditions of delivery and payment
The terms and conditions of delivery and payment shown on our Web site apply. Packaging and shipping costs can vary. The current costs are shown in the shopping cart. The ordered goods are delivered by a parcel service of our choice.
6. Reservation of title
We reserve the title to the goods until full payment of the purchase price has been made.
We exclude our liability for slightly negligent breaches of duty provided they do not concern major contractual obligations, damage deriving from injury to life, limb or health, guarantees or claims under the Product Liability Act. The same applies to breaches of duty on the part of our subcontractors.
All prices are indicated in euros and include, unless marked differently, the statutory VAT.
9. Shipping costs and additional costs
Shipping costs and additional costs can be added to the product price indicated. These costs are shown at the latest in the shopping cart and are included in the total.
10. Price error
If, in spite of diligent monitoring, a mistake is made when creating or entering a price, we reserve the right to dispute a purchase contract concluded on this basis.
11. Image rights
The use of images on our Web site is not permitted without our express written consent.
12. Applicable law
The law of the Federal Republic of Germany applies, unless the protection it grants is withdrawn from you as a consumer by mandatory provisions of the law of the country in which you have your habitual residence. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
13. Final provisions
The place of fulfilment for delivery is the place of our delivery plant or warehouse.
Place of fulfilment for payment is Achstetten-Bronnen.
The place of jurisdiction for all disputes arising from the contract is Ulm, Germany. We are entitled to sue the Customer at his general place of jurisdiction.
Should individual provisions be ineffective, the effectiveness of the remaining provisions is not affected by it. Ineffective provisions shall be replaced by provisions that come closest to the commercial purpose of the ineffective ones.
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