The following terms and conditions apply exclusively to all our offers, sales and deliveries. By placing an order, the customer agrees to these in full. Deviating conditions are only valid if they are specifically agreed and confirmed by us in writing. Amendments to individual terms and conditions shall not affect the remaining terms and conditions. Counter-confirmations of the buyer with reference to the validity of his business or purchasing conditions are hereby contradicted. Rights and obligations arising from the purchase contract may not be transferred to others without our express consent. Until otherwise agreed, these terms and conditions shall apply to all present and future business transactions, even if no specific reference is made to them when an individual order is placed within the framework of an existing business relationship.
Offers are always subject to change, even if not specifically agreed.
Orders shall only be deemed accepted when they have been confirmed by us in writing. If delivery is made immediately without confirmation, the invoice shall be deemed to be the order confirmation at the same time.
Our prices are subject to change and apply ex place of delivery excluding packaging, freight and other shipping charges. Price changes are permissible if there are more than four months between the conclusion of the contract and the agreed delivery date. If wages, material costs or market cost prices increase thereafter until completion of the delivery, we shall be entitled to increase the price appropriately in accordance with the cost increases. The Purchaser shall only be entitled to rescind the contract if the price increase exceeds the increase in the general cost of living between the time of order and the time of delivery by more than an insignificant amount.
For each individual order, the agreement of the delivery time is reserved. The delivery time shall be deemed to have been met with the timely notification of readiness for dispatch if dispatch is impossible through no fault of ours. Partial deliveries may not be rejected by the buyer. An obligation to meet agreed delivery deadlines can only be assumed under the condition of an undisturbed manufacturing process. The consequences of force majeure, operational disruptions, strikes, lockouts, official measures, shortages of raw and auxiliary materials at the time of manufacture and other unforeseen circumstances at our company and at our suppliers shall entitle us to cancel the delivery obligations in whole or in part. Failure to meet confirmed delivery deadlines shall not entitle the customer to claim damages or to cancel the order. We are entitled, but not obligated, to make a subsequent delivery of the failed consignment. Claims for damages due to non-performance or delayed performance are excluded. Upon leaving the factory or upon notification of readiness for shipment, the risk shall pass to the buyer. In the absence of special instructions, the choice of the means of transport shall be made at our best discretion without any liability for the cheapest and fastest shipment. Shipment shall always be at the risk of the customer – even in the case of prepaid delivery and in the case of retention of title. Unless otherwise agreed, packaging shall be at our discretion. It will be charged at the valid prices.
Notices of defects due to quantity, quality or equipment of the goods can only be taken into account, as far as they are not cancelled by our terms and conditions of sale, if they come to our knowledge immediately after detection, but at the latest within one week after receipt of the goods at the place of delivery by written notice. Defects which cannot be discovered within this period even upon immediate inspection shall be notified immediately upon discovery.
We warrant the flawless manufacture of the parts delivered by us in accordance with the agreed technical delivery specifications. Decisive for the contractual condition of the goods is the time of the transfer of risk. Defects shall be notified by the Purchaser in writing immediately upon receipt of the goods at the place of destination, hidden defects immediately upon discovery of the defect, but no later than 6 months after transfer of risk. In the case of agreed acceptance, the notification of defects that could have been detected during the agreed type of acceptance shall be excluded. We shall be given time and opportunity to determine the defect complained of. Goods which are the subject of a complaint must be returned to us immediately upon request. If the purchaser does not comply with these obligations or makes changes to the rejected goods without our consent, he shall lose any warranty claims. Only in urgent cases of danger to operational safety and to prevent disproportionately large damage, in which case we must be notified immediately, shall the customer have the right (subject to our consent) to remedy the defect itself or have it remedied by third parties or to demand reimbursement of the necessary costs from us. In the event of a justified notice of defect within the time limit, we shall, at our discretion, either repair the defective goods or supply a faultless replacement. We will not reimburse dismantling and installation costs, transport costs, travel costs, costs for the processing of defective goods by the purchaser, or follow-up costs. If we do not fulfill our warranty obligations or do not do so in accordance with the contract, the customer shall be entitled to rescission or reduction of the purchase price after expiration of a reasonable grace period with respect to the defective delivery item. Further claims of the purchaser, in particular for compensation for damage not occurring to the delivery item itself, are excluded, unless we are guilty of intent or gross negligence. Warranty claims shall become time-barred 3 months after written rejection of the notice of defects by us, at the earliest upon expiry of the period for giving notice of defects. We do not assume any warranty for damage caused by natural wear and tear, faulty assembly or commissioning by the purchaser or third parties, unsuitable or improper use of unsuitable materials and improper handling by the purchaser prescribed errors in the design and other causes over which we have no influence.
8. application engineering advice, reservation of right of modification
Application, use and processing of the purchased goods are the sole responsibility of the purchaser. The Seller’s technical application advice, whether verbal or in writing, shall be deemed to be non-binding information only, also with regard to any third-party property rights, and shall not release the Buyer from its own examination of the products as to their suitability for the intended processes and purposes. If, nevertheless, a position of the seller should come into question, this is limited to the value of the goods delivered by the seller. We reserve the right to make design changes.
9. retention of title
Ownership shall not pass to the purchaser until he has repaid all his liabilities arising from the existing business relationship. The acceptance of bills of exchange or checks is only valid on account of payment, therefore the ownership of the respective object of purchase is only transferred to the buyer with the final repayment of the debt. Payments by check with simultaneous establishment of a financing relationship by bill of exchange shall not be considered as redemption of the purchase claim. If the delivered goods or parts thereof are installed in another object, the retention of title shall not expire; rather, co-ownership shall be deemed to have been agreed in accordance with the value ratios of the new object. The buyer is entitled to process or sell the goods delivered under retention of title in the ordinary course of business. On the other hand, he may not pledge the goods or assign them as security. In the event of resale or further processing, the Buyer hereby assigns to us by way of security all claims arising from the resale together with all ancillary rights against the third-party debtor up to the amount of the invoice with the authority to collect the claim on a pro rata basis. Insofar as the purchaser collects the assigned claim itself, this shall only be done on a fiduciary basis. The proceeds collected on our behalf are to be delivered to us immediately. At our request, the purchaser is obliged to make the assignment known to the secondary purchasers and to provide the information required to assert our rights against the secondary purchaser. The buyer must notify us immediately of any seizure or any impairment of our rights by third parties. In the event that the secondary purchaser does not pay cash immediately, the purchaser shall reserve extended ownership to us.
10. terms of payment
The purchase price and the fees for ancillary services are due for payment upon handover of the delivery item. Agreements to the contrary shall immediately lapse if the Buyer defaults on other payments owed to us or if we become aware of the uncertainty of its financial situation as a result of a bankruptcy petition, a court or out-of-court settlement petition, a bill or check protest, foreclosure or default by a guarantor or other events pursuant to § 321 of the German Civil Code (BGB). In this case, we are entitled to make outstanding deliveries only against advance payment or to withdraw from the contract. Checks shall only be accepted subject to their cashing and shall only be deemed to be cash payment from the time of cashing. If the target is exceeded, default occurs without prior reminder and we are entitled to charge default interest in the amount of the usual bank interest for overdraft. The purchaser is not entitled to withhold payments due to any counterclaims or to offset such payments.
Drawings, documents and designs may not be disclosed by the recipient to any third parties. Violators are liable for full compensation. Drawings or documents sent with offers must be returned by the recipient if an order is not placed.
12. limitation of liability
the Seller’s liability shall be governed exclusively by the provisions set forth in the foregoing paragraphs. All claims of the Buyer not mentioned therein as well as claims for damages, irrespective of the legal grounds, in particular also the non-contractual liability as well as the liability for consequential damages are – as far as legally permissible – excluded, otherwise they are in any case limited to the amount of the value of the delivered goods.
13 Applicable law, place of jurisdiction, partial invalidity
The law of the Federal Republic of Germany applies to these terms and conditions and the entire legal relationship between the seller and the buyer. To the extent permitted by law, Büdingen shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. Place of performance for delivery and payment is Altenstadt. Should any provision in these business relations or any provision within the scope of any other agreement be or become invalid, this shall not affect the validity of all other provisions or agreements.
Managing Director: Uwe Hahmann, Erling Boller Friedberg Local Court
Commercial register HRB 3347
UST-Id. no.: DE 112613579
HET Filter Ltd.
Diesel road 1