Terms and conditions
All deliveries and services (legal transactions) of Karl Hipp GmbH take place exclusively according to the following general terms and conditions. This also applies to all future legal transactions, even if it is no longer explicitly referred to these terms and conditions, unless our customer objects in writing. We herewith object to deviating purchasing conditions of our customers (orderers), insofar as these run counter to our general terms and conditions. The customer confirms his consent to the content of these terms and conditions at the latest by placing the order or by accepting the goods.
1. Offers and delivery
(1) Our offers are always subject to change unless they are limited in time. Our written order confirmations are decisive for the scope of deliveries and services.
(2) Orders and orders come into being when we accept them through an order confirmation. The order confirmation is also deemed to have been issued in good time if it is issued at the same time as the invoice and / or delivery, unless the customer objects within 3 working days.
(3) The customer grants us the right to withdraw from an order without giving reasons if we become aware of circumstances that could possibly affect its solvency.
(4) Subsidiary agreements and changes to the order confirmation must be confirmed by us in writing.
(5) We reserve the right to make changes, in particular design-related changes, insofar as they serve technical progress and function.
(6) Drawings and documents attached to the offer remain our property. They only serve the personal use of the recipient and may not be reproduced or made accessible to third parties without our prior written approval. The customer is liable for any use of the documents that have come into his possession that contradict the above conditions.
(7) Obvious errors, printing, arithmetic, typing and calculation errors are not binding for us; no entitlement to performance or compensation arises from them.
2. Prices and payment
(1) The prices are pure goods values and apply ex works or from the delivery warehouse. They do not include statutory sales tax or other costs for packaging, delivery, unloading, installation, etc. If the basis of the calculation changes after the order has been placed, we reserve the right to make price adjustments, provided that this can be expected of the customer. We also reserve the right to charge the list price valid on the day of delivery instead of the price stated in the order confirmation, insofar as this is reasonable. The customer bears the burden of proof for proving the unreasonableness. In the event of unreasonableness, the customer has the right to withdraw.
(2) For small order quantities below an order value of € 75, we charge a small quantity surcharge.
(3) For domestic orders we grant a 2% discount if payment is made within 10 days of the invoice date; For international orders, a 2% discount can be deducted if the amount due is paid within 10 days of the invoice date by international transfer. The decisive time for the timely payment is the receipt of money in our account. Any bank charges incurred shall be borne by the customer.
(4) If the target is exceeded, we reserve the right to charge default interest at a rate of 8 percentage points above the base rate and to charge a processing fee.
(5) Check payments are considered payment if they are credited to our bank account; The customer bears the expenses. Bills of exchange are excluded as a means of payment.
(6) All transactions are carried out in euros. If payment in foreign currency is expressly agreed, the conversion rate officially set on the day of payment (receipt of money, bank credit) applies free of charge to the conversion into European currency.
(7) The withholding of payments or the offsetting of any counterclaims or claims is only permitted if the counterclaim of the customer is undisputed or legally established.
3. Delivery, return of goods
(1) The delivery period begins on the day of the order confirmation. However, this only applies if all technical and commercial details have been clarified at this time. The delivery period is deemed to have been met if the goods have left the factory within the specified date or the customer has been informed that the goods are ready for dispatch in writing.
(2) The delivery period is extended appropriately in the event of obstacles beyond our control (force majeure, strikes, lockouts, mobilization, riot). This also applies if unforeseen obstacles and circumstances or delivery times of our sub-suppliers have occurred.
(3) The customer is entitled to set a reasonable grace period for the extended delivery time and to withdraw from the contract after its expiration.
(4) Compliance with the delivery period presupposes the fulfillment of the contractual obligations of the customer. If the delivery is delayed at the request of the customer, we are entitled, after a reasonable period of time, to supply the customer with a correspondingly extended period and to calculate the storage costs incurred.
(5) Goods that are free from defects and not specially manufactured or specially marked can only be returned if we have given our prior written consent to returning the goods. In the event of our approval, the goods must be returned free of charge, Burladingen. We charge 15% of the net value of the goods for storage and administrative costs, but at least € 50. Used and damaged parts that were free of defects when the risk passed are generally not taken back.
4. Dispatch, transfer of risk and acceptance
(1) The dispatch takes place at the expense and risk of the customer. This also applies to partial deliveries and freight-free deliveries or if we have taken over delivery and installation.
(2) If the dispatch is delayed due to circumstances for which the purchaser is responsible, the risk passes to the purchaser from the day of readiness for dispatch.
(3) If the purchaser has not issued any special shipping instructions for a delivery from the factory, we will arrange for the shipment to be sent in the best possible way.
(4) In the case of shipments (and collections) that are subject to the Ordinance on the Transport of Dangerous Goods, it is the responsibility of the purchaser or his representative to observe the statutory provisions.
(5) Partial deliveries are permitted unless otherwise agreed in writing.
5. Retention of Title
(1) The delivered goods remain our property until all current and future claims from the business relationship with the customer have been paid in full, regardless of the legal basis. Ownership passes to the buyer at the point in time when there is no doubt that we no longer have any claims against him.
(2) The assertion of our retention of title rights is not to be regarded as a withdrawal from the contract. Rather, in addition to the right to surrender our property, we have our rights under the purchase contract, in particular for compensation for damage and lost profit.
(3) The customer is revocably entitled to sell the delivered goods in the ordinary course of business (including further processing of the delivered goods). The customer hereby assigns to us all claims from the resale / use with all ancillary rights to secure our claims.
(4) At our request, the customer is obliged to notify the assignment to third parties for payment and to provide us with the information and documents necessary to assert our rights.
(5) The customer is permitted to process the reserved goods, to transform them and to combine them with other objects. The processing or transformation takes place for us. We immediately become the owner of the item manufactured through processing or transformation. In the case of processing, transformation or connection with other objects that do not belong to us, we have a co-ownership right to the new item in the amount of the share, which results from the ratio of the value of the processed, transformed or combined reserved goods to the value of the new item. The share of claims assigned to us takes precedence over the other claims.
(6) If our goods subject to retention of title are connected by the customer to land or movable property, the customer shall also assign his claims, which he is entitled to as remuneration for the connection, to us with all ancillary rights as security, without the need for any special explanation. Paragraph 5 applies accordingly to the amount of the assigned claim.
(7) The purchaser is not authorized to dispose of anything other than the above, in particular not to pledge or assign the reserved goods as security. We must be informed immediately of any impairment of our rights.
(8) If the purchaser defaults on his payment obligation or if he violates one of the obligations arising from the agreed retention of title, the remaining debt is due in full immediately. In addition, we are then entitled to request the return of our goods. In this case, the goods must be made available for collection by the customer at a central place. From this point on, the purchaser no longer has any right to possess.
(9) The purchaser is obliged to insure the goods against all risks (comprehensive insurance) at his expense until the acquisition of the unconditional ownership of the delivery item and to prove this to us on request. In the event of damage, claims against the insurance shall be deemed to have been assigned to us in the amount of our claim to the customer, unless the customer objects within a period of two weeks from the delivery.
(1) We are liable for defects in our deliveries and services, which include the lack of guaranteed properties, as follows:
a) All parts or services that occur within 6 months after the transfer of risk in the case of single-shift operation at the customer or the person who uses the parts or services (shorter in multi-shift operation) as a result of a situation prior to the transfer of risk, in particular due to faulty design, poor material or defective execution become unusable or are significantly impaired in its usability, we will rectify it free of charge.
b) We only assume the guarantee for the function or for open defects if the assembly and commissioning has been carried out in accordance with the regulations and the defect has been notified to us in writing within 2 weeks of commissioning.
c) The warranty period for the repaired item or the replacement part or the newly performed service is 3 months from the transfer of risk, but at least until the end of the original warranty period.
d) The customer must give us adequate time and opportunity for the rectification or replacement delivery. Only if the operational safety is endangered or to prevent major damage is the orderer entitled, with our prior consent, to have the defect remedied by himself or by a third party and to request that we reimburse the agreed amount.
e) The customer only has the right to withdraw or a reduction if the reworking or replacement delivery after a warning has not been made in good time or has finally failed.
f) Further claims, in particular a claim for compensation for damage that has not arisen to the delivery item itself, or for damage from loss of production, related rework or rejects, are excluded, provided that Karl Hipp GmbH, their representatives and their vicarious agents do not act with intent or gross negligence. This clause does not apply to damage to life, limb or health and to essential liability, such as the Product Liability Act.
g) Claims for defects become statute-barred 12 months after the transfer of risk, unless the law stipulates a longer period (e.g. sections 438 (1) no. 2, 634a (1) BGB).
(2) For third-party products in our scope of delivery, our warranty is initially limited to the assignment of the corresponding claims that we are entitled to against the supplier of the third-party product, as long as and insofar as warranty claims still exist against our supplier, unless there is further liability, in particular due to of the Product Liability Act is mandatory by law.
(3) We generally exclude any liability for damage or occurrences caused by the improper use of parts by the customer or his customers. This applies in particular to incorrect assembly or installation. All safety-related matters must be observed by the customer in accordance with our instructions when using and assembling the parts. In this respect, the customer assumes the traffic safety obligations.
7. Impossibility, delay, contract adjustment
(1) The customer can withdraw from the contract if we are unable to perform the entire service before the transfer of risk. The customer has the right to withdraw even if it is impossible to carry out part of the delivery when ordering similar items and if he has a legitimate interest in rejecting a partial delivery. If this is not the case, the customer can reduce the consideration accordingly.
(2) If there is a delay in performance due to us within the meaning of section 3 and the customer grants us a reasonable grace period that is not met, the customer is entitled to withdraw. If a delay in acceptance occurs due to the fault of the customer, he remains obliged to pay the consideration.
(3) In the event of unforeseen events within the meaning of Section 3, provided that they change the economic meaning or the content of the service or affect our business, and in the event that it becomes subsequently impossible to carry out the contract, the contract will be adjusted accordingly. If this is not economically justifiable, we have the right to withdraw from the contract in whole or in part.
8. Claims for damages
(1) Claims for damages by the purchaser arising from the breach of contractual or secondary obligations or from unlawful acts are excluded, provided that liability is not due to gross negligence or intent on the part of Karl Hipp GmbH, its representative or vicarious agents.
Liability is also not excluded because of the negligent or willful injury to life, limb or health that is due to a breach of duty by Karl Hipp GmbH or its representative, vicarious agents or vicarious agents.
Furthermore, liability is not excluded due to the existence of a product defect in accordance with the Product Liability Act (Section 14 ProdHaftG) or due to other, essential liability.
(2) In the case of construction or manufacture in accordance with the customer's mandatory specifications, the customer must indemnify us against any claims by third parties arising from patent rights or the like.
(3) For third-party products, our liability is initially limited to the assignment of claims that we are entitled to against the supplier of the third-party product, provided that no further liability arises from the manufacturer's liability point of view, in particular the Product Liability Act.
9. Technical documents and documentation
(1) Drawings, technical documents or documentation, including those that are part of an offer, remain our intellectual property and thus protected by copyright.
(2) The distribution and reproduction of the documents referred to in paragraph 1, their use or disclosure is not permitted unless Karl Hipp GmbH agrees in writing.
(3) Subject to changes in information, dimensions, data, material and design.
10th Data Protection Act
(1) We inform you that we also store your company data in connection with our EDP. This data comes exclusively from our mutual business relationships and may therefore also be stored insofar as it may be personal data in accordance with § 28 BSDG.
(2) We reserve the right to transfer the data collected in the course of business to credit agencies in accordance with § 28 a BDSG.
11. Final Provisions
(1) Any ineffectiveness of any of these conditions does not affect the validity of all others.
(2) Changes and additions must be in writing in order to be effective, as must the modification of this written form requirement.
(3) The place of performance and place of jurisdiction is the respective headquarters of Karl Hipp GmbH.
(4) All contracts between Karl Hipp GmbH and the customer are subject to the laws of the Federal Republic of Germany to the exclusion of the UN Sales Convention (CISG).
As of: December 2012
Karl Hipp GmbH