General Terms and Conditions of Business of the company HaDo International GmbH
(intended exclusively for use with business firms)
The terms and conditions which follow shall apply exclusively to all our deliveries and services to contractors in the sense of §14 BGB, including those arising from future transactions. Any conflicting terms and conditions of business of our contracting parties shall be valid only when we have explicitly and in writing consented to the validity thereof, even if we do not expressly contradict those.
2. Offer and conclusion of contract
Our offers are without obligation. The sale comes only with our express confirmation or by delivery of the goods. Documents belonging to our offer such as illustrations, technical drawings, specifications of weights and measures only prevail as far as they are not expressly designated as binding. We cannot accept orders for goods with a value of less than 50,- Euro.
3. Delivery periods and dates, delay and resignation
The stated delivery and execution times shall always be deemed as not binding, unless otherwise expressly agreed upon in writing.
If the deadline is exceeded and in all other cases in which we do not render a due performance as owed, we shall be entitled to a reasonable additional period to effect performance or subsequent performance, which shall be at least 4 weeks and which must be set in writing.
If observance of a binding delivery/service date or period of grace is impossible owing to circumstances beyond our control, e.g. acts of God or any other reason, the delivery date shall be automatically extended by the duration of such circumstances; any right of withdrawal on the part of the customer shall therefore be excluded. In these cases the delivery or performance is impossible; we have the right to withdraw from the contract.
4. Delivery and transfer of risk
All deliveries and services are at the risk of the buyer. If thebuyer does not collect his goods, but instead the buyer requests shipping or delievery of goods, the risk passes onto the buyer as soon as the delivery has left our stores or any other place of dispatch.
This shall also apply for the case that assembly or commissioning of the goods is done by us. The customer shall be committed to inspect the goods for any possible shipping damage and losses upon receipt, and to notify the forwarder as well as us immediately of any damage or loss.
5. Customer defaults on acceptance
If the buyer/orderer does not accept our performance or the goods upon delivery, then we are entitled to set an additional period of 2 weeks and to withdraw from the contract after this period and to demand damages instead of goods and services. We can demand 20 % of the purchasing price as damages subject to proof of increased damage, as long as the buyer does not prove that damage has not occurred at all or is considerably lower than the flat rate.
6. Prices and payment
Prices for supplies and services are understood as being net (without tax), excluding packaging, transport and insurance. Upon agreed delivery we will take out a transport insurance policy at the cost of the buyer. Assembly or commissioning of the goods is not included in the price. We are willing to provide a technician for the installation and commissioning of the goods as well as training after prior agreeement and against an extra fee.
All payments must be made within 15 days after receipt of the invoice without deductions, unless agreed otherwise.
Offset is permitted only with regard to undisputed or legally binding counter claims. The same shall also apply accordingly to the exercise of a right of retention.
7. Reservation of title
We reserve the ownership of all goods delivered by us, until the customer has paid all receivables from the business relationship. In the case of claims from a current account, the reserved title shall secure our balance claim.
The buyer undertakes, except in the ordinary course of business, not to effect any dispositions, in respect of the goods subject to reservation of title. If the goods are resold the customer hereby assigns and transfers in advance by way of security towards HaDo International any claim for purchase price. The Customer may neither pledge nor transfer ownership of the reserved goods by way of transfer. if an application for insolvency proceedings is filed against the Client or retained product is pawned, then he shall without undue delay notify us.
If the customer is in arrears with payment or if circumstances come to our knowledge that call the customer’s creditworthiness into question, we are entitled to resign from contract, to demand the immediate return of the reserved-title goods.
If the value of the collateral that exists for us exceeds our claims, not just temporarily, by more than 20% in total, we shall make collateral of our own choice available at a corresponding level upon request.
The period of limitation in the case new manufactured items as well as services of all kinds on movable items is one year; a continued liability for defects is excluded, as far as no deviating written agreements are made in individual cases.
If the subsequent performance cannot be rendered after three attempts, the customer can withdraw from contract or reduce the payment. The warranty shall expire if the delivery item has suffered due to improper handling or modifications.
Our liability for goods of other suppliers is as follows, we convey our warranty deed claims toward the supplier to the orderer. If those claims against the third parties can not be pursued in a legal process, we resume liability in accordance with the provisions described above.
Notifications of defect must be in writing to be legally effective. In all other respects of inspection and reporting of complaints § 377 HGB applies.
The sale and delivery of second-hand objects takes place without any guarantee and liability claims.
9. Right to compensation
With the exception of damages arising from injury to life and limb or to health, all rights to compensation are excluded by the customer unless the damages are due to deliberate or grossly negligent breach of duty by our legal representative employees or vicarious agents; this also applies to damages due to a breach of obligations in contracting and for tort claims.
All other liability, including violation of fundamental contract obligations, shall be limited to the foreseeable level of damage which is typical for the contract.
In all cases of the copyright in works, including written documents, tables, drawings, photography, representation of any kind, electronically created documents and works or reproduced illustations within the framework of initiating the contract with a customer and if we do not come to a contractual closing respectively after the order settlement, they shall be returned to us. A right of use, regardless of which kind, shall not result for the customer.
11. Final Provisions
The legal relations between us and our contracting partners shall be governed by the laws of the the Federal Republic of Germany. The place of performance for all services under this contract shall be Mähringen. As far as legally permissible, all parties herewith agree, that the exclusive jurisdiction for all disputes will be Tübingen. Should individual provisions of the agreement be or become invalid or impracticable, or should the agreement contain any gaps, this will not affect the validity of the other provisions of the agreement.