General Terms and Conditions of Sale an Delivery
We work exclusively under the following conditions. They apply for the entire duration of the business relationship with the customer. Conditions of our customers, which contradict these general terms and conditions or the special conditions of our offer, only apply if and insofar as we have expressly recognized their validity in writing when the contract was concluded. On our part, silence about different conditions – even in a confirmation letter – does not count as recognition or approval. At the latest, acceptance of our delivery constitutes acceptance of the binding nature of our sales and delivery conditions.
II. Prices, tools, additional costs:
The prices are ex works without VAT and without packaging. However, we reserve the right to increase these prices appropriately if the costs associated with the execution of the order increase significantly, unless the delivery is made within 4 months of the conclusion of the contract. If the customer reimburses tool costs, he does not acquire any rights to these tools or the reimbursement of services from these tools. After 3 years since the last delivery, we are entitled to scrap the tools without prior notice. Drafts, drawings, technical elaborations etc. that are made at the request of the customer will be charged by us if the order has not been placed.
III. Delivery time, delay in delivery:
- We are entitled to partial deliveries and corresponding partial invoicing according to the progress of production.
- Fixed transactions are not made.
- An agreed delivery time is deemed to be suspended until the documents, approvals, releases to be provided by the customer have been provided in full or until an agreed down payment has been received. A delivery deadline is met if the delivery item has left the factory or the readiness for dispatch has been communicated by the end of the delivery period.
- The delivery period is extended appropriately when significant unforeseen obstacles occur, which we are not responsible for – regardless of whether these obstacles occurred in our factory or at our subcontractors – including cases of force majeure, operational disruptions, strikes, delays in the delivery of essential raw materials and supplies are to be expected. We are also not responsible for such circumstances if they arise during an already existing delay. We will inform the customer immediately of the beginning and end of such obstacles.
- If shipping is delayed at the request of the customer, he will be charged at least half a percent of the invoice amount for each month, starting one month after notification of readiness for shipping, the storage costs, if stored in the supplier’s factory. However, we are also entitled to otherwise dispose of the delivery item after setting and fruitless course of a reasonable period and to supply the customer with a reasonably extended period. A delivery period agreed with the customer is suspended as soon and as long as the customer is in default with the fulfillment of obligations arising from this contract, in particular the payment of due invoices or the acceptance of partial deliveries.
- In the event of unforeseen events which are beyond our will and which significantly change the economic meaning or content of the service owed by us or have a significant impact on our business and in the event of subsequent impossibility of execution, we have the right, in whole or in part, from To withdraw from the contract. If we want to make use of this right of withdrawal, we must inform the customer immediately after knowing the scope of the event. The purchaser does not have any claims for damages due to such withdrawal. Any consideration already paid must be reimbursed by us immediately.
IV. Payment, advance payment, set-off, right of retention:
- Payments are to be made directly to us in cash or by transfer within 30 days of the invoice date without deduction.
- Check or bill payments are only deemed to have been made after unconditional credit, which is accepted for checks at the earliest 14 days after submission. The receipt or cashing of unsolicited checks or bills of exchange does not constitute a deferral.
- Payments are first offset against the costs, then against the interest and only to the extent that they exceed this, mainly on the most important and then in each case on the most uncertain, and then on the older claim.
- If the target is exceeded, interest at the amount of our respective overdraft interest rate will be charged at our house bank at least 8% above the respective federal discount rate from the due date.
- If, after the conclusion of the contract, circumstances become apparent that raise doubts about the creditworthiness of the purchaser, in particular if the purchaser is in arrears with his payments or purchase obligations in whole or in part for more than 10 days, he suspends his payments, is enforced against him or takes out credit insurance should it refuse to insure deliveries to the customer in full, then the payment terms that have been granted will lapse. All open invoices are then due for payment immediately, with the simultaneous occurrence of all the consequences of default, even if bills of exchange have been accepted with later due dates. In such a case, we can refuse further delivery to the purchaser and, depending on the agreed payment terms, make it dependent on advance payment or security payments. After the unsuccessful expiry of a reasonable period of time for the step-by-step service, we can withdraw from the contract. Such doubts about creditworthiness are only considered to be resolved if the customer has provided us with security in the amount of all his obligations from the current business relationship through the unlimited and unlimited guarantee of a German bank recognized as a customs and tax guarantor.
For the length of time that the subject of the contract is stored with us for this reason, we can charge the customer storage fees in the amount of the usual rates for a shipping company.
- The customer waives the right of retention unless it is based on the same contractual relationship. Offsetting is only permitted with undisputed or legally established counterclaims.
V. Passing of risk, impossibility, insurance, and acceptance:
- The risk passes to the customer at the latest when the delivery parts are dispatched, even if partial deliveries are made or we have undertaken other services, such as the shipping costs or delivery and installation. If the shipment is delayed due to circumstances for which we are not responsible, the risk passes to the customer from the day the goods are ready for dispatch. Delivered items, even if they have minor defects, are to be accepted by the customer without prejudice to our liability for defects in the delivery.
- If the impossibility arises during the delay in acceptance or through the fault of the purchaser, the purchaser remains obliged to provide consideration.
- The customer must also take out insurance against transport risks at his own expense if the transport is carried out with our own vehicles. We are not obliged to take out insurance. The unobjectionable takeover on the loading ramp of the delivery plant by the carrier is considered proof of perfect packaging and loading.
- If an acceptance has been agreed in our factory, the acceptance must take place within 14 days after the customer has reported completion. If the purchaser does not meet this deadline, the goods are considered accepted. The customer bears all costs of the acceptance. If the transport of the goods is carried out by us or by a carrier, the goods are deemed to have been accepted, if not immediately or at the latest within 4 days after delivery, any defects are notified to us or the carrier in writing.
VI. Retention of title, right of lien:
- The delivered goods remain our property until all major and secondary claims from the ongoing business relationship have been settled. The assertion of retention of title does not constitute a withdrawal from the contract.
- The customer is entitled to resell the delivery item in the ordinary course of business. However, he must maintain our retention of title vis-à-vis the customer. When placing the order, the customer assigns to us all claims that arise from the resale against the customer. The customer remains authorized to collect these claims even after the assignment. Our authority to collect the claims itself remains unaffected; however, we undertake not to collect the claims as long as the customer meets his payment obligations properly. We can request that the customer name the debtors of the assigned claims and notify the debtors of the assignment. If the delivery item is resold together with other goods that do not belong to us, the customer’s claim against the customer in the amount of the delivery price agreed between us and the customer is deemed to be assigned. We undertake to release the security to which we are entitled insofar as their value exceeds the claims to be secured, insofar as these have not yet been settled, by more than 20%.
- We acquire a right of lien on the items handed over to the contract processing, which we can assert in favor of all – also future – claims from the current business relationship.
- If objects processed or processed by us are delivered before they have been paid for in full, ownership of these objects is deemed to have been transferred to us to secure all claims arising from the current business relationship, with simultaneous agreement of a custody relationship. If the items delivered by the customer for the purpose of contract processing are already encumbered with the retention of title of a third party, the transfer of the entitlement takes the place of the transfer of security. If objects processed by us are transferred to a third party for security purposes, the claims of the purchaser to return the goods are assigned to us.
- If we lose his right of ownership due to the mixing or processing of the items delivered by him, the customer hereby assigns to us his claims which have arisen from the contract or according to the provisions on unjust enrichment or have already grown up to Amount that corresponds to the total price of the order from which the mixed, used or processed items originate.
VII. Obligation to inspect:
The customer is obliged to inspect the items delivered to him immediately. Obvious defects must be reported in writing immediately, at the latest within one week after delivery, other defects immediately after their discovery, at the latest within 12 months after delivery. Delivery items are deemed to have been accepted under waiver of warranty claims as soon as the purchaser has sold them or processed them in the broadest sense despite obvious or recognized defects. The same applies if the purchaser has carried out repairs, changes or other interventions himself or through third parties without our consent.
VIII. Liability for defects:
- We guarantee that our products are free from manufacturing or material defects at the time of the transfer of risk and are not subject to defects that cancel or significantly reduce their value or their suitability for normal use or the use stipulated in the contract.
- The warranty period is 12 months.
- For anodizing work, we guarantee the quality and lightfastness, provided that the recognized rules of technology, in particular DIN 17611 and DIN 17612, the provisions of the GAA (Gütegemeinschaft anodized aluminum) and the EURAS quality mark are adhered to, and if the processing materials are used in industry-standard quality is usually achieved. A prerequisite for the guarantee is that what the customer has to prove in doubt, items refined by us have been maintained and cleaned in the technically necessary manner. Reference is made to the cleaning recommendations set out in leaflet A 5 of the aluminum headquarters in Düsseldorf.
- There is no defect in the technically unavoidable slight color deviations from existing samples. This also applies if the items delivered or processed by us have technically unavoidable slight color deviations from one another. In the case of delivery after a sample or sample, claims for defects are excluded, also because of hidden defects, if the delivered goods correspond to the sample or sample. Likewise, there is no defect in the case of short deliveries due to the usual rejects caused by the processing process.
- If there are defects, the purchaser’s claims are initially limited to remedying the defect or new delivery (= supplementary performance). Only if this fails, is refused by us, is impossible or is unreasonable for the customer, the customer is entitled to reduce or to withdraw from the contract. A failure or an unreasonableness usually require two attempts at subsequent performance. The purchaser cannot assert further claims due to defects, unless these were in accordance with Section IX. authorized.
- The liability for defects, which is still decisive for the delivery item, applies to the replacement part or the repair.
- As far as the cause of a defect is the material provided or prescribed by the customer, any liability for defects is void. The same applies if the customer requests a type of execution that contradicts technical standards or knowledge and we have pointed out these concerns.
- In the case of repair orders, our warranty is limited to the parts that we renew.
- We can refuse to remedy the defects if the customer is not ready to fulfill his contractual obligations step by step against the supplementary performance.
IX. Limitation of liability for claims for damages:
- We are liable, regardless of the legal reason, for our own fault and that of our vicarious agents in the full amount of damage only in the event of intent and gross negligence.
- We are not liable for slight negligence or regardless of our fault; this does not apply if and insofar as we or our vicarious agents have violated essential contractual obligations. In these cases, liability is limited to compensation for the typical foreseeable damage per damage event.
- The limitation of liability does not apply to damage from injury to life, limb or health that is based on our negligent breach of duty or an intentional or negligent breach of duty by our legal representative or vicarious agent. The provisions of the Product Liability Act remain unaffected.
X. Place of performance, place of jurisdiction, applicable law:
- Place of performance for all services, payments, improvements and other warranty services is Jettingen – Scheppach.
- The place of jurisdiction is Memmingen. The supplier is also entitled to sue at the customer’s registered office.
- German law applies exclusively to legal relationships with foreign customers. Even if this is not provided for in their home law, foreign buyers are obliged to reimburse us for any costs that may arise from the enforcement of claims, including all costs incurred in Germany.
- Verbal side agreements with persons whose authority to represent us does not result from the commercial register require our written confirmation to be effective.
- Should one or more provisions of these conditions be or become legally ineffective in whole or in part, this does not affect the validity of the remaining provisions; rather, the regulation that comes closest to the economic purpose of the possibly ineffective regulation is then agreed between the parties.
- If a party tacitly does not exercise its rights, this does not constitute a waiver of these rights.
HD Wahl GmbH
Memmingen Register Court HRB 10267
Managing Director: Hans Dieter Wahl
HD Wahl GmbH, Jettingen-Scheppach, 8.2016