Hocoplast Bauelemente GmbH
GENERAL TRADING CONDITIONS
I. Validity of the conditions
1.
Our supplies, achievements and offers exclusively take place due to these trading conditions. These apply thus also to all future business relations, even if they are not again expressly agreed upon. At the latest with the receipt to the commodity or achievement are considered these conditions as accepted. Counter attestations of the buyer under reference to its business and/or. One contradicts to purchasing conditions hereby. Deviating one or supplementing conditions of the buyer applies only, if they were confirmed in writing by us.
II. Offer, confirmation of order and contract conclusion
1.
Our offers are not-binding and noncommittal. Weight, measure data or other performance data, color reproductions and descriptions of model in folders, Farbkarten, designs and samples are only approximately determining, as far as their commitment is not agreed upon expressly in writing. The data and capability characteristics contained in the contract documents, in particular offers and confirmation of orders stand in the service of the use suitability of the object of the purchase, if they are called not expressly so-called condition agreement.
2.
Orders are considered only then as accepted if they were confirmed in writing or delivered and/or computed by us. In individual cases if a confirmation of order is omitted by our enterprise and if the order is nevertheless implemented, then the written order of the orderer is determining for its contents. Only verbal, telephone or orders by teleprint require, subject to sentence 1, to their effectiveness in principle the written confirmation. With such orders the orderer carries danger and costs of developing incorrect manufacturing.
3.
With dispatching the confirmation of order at the same time the release for the manufacturing takes place. With any order alterations or cancellations after this time therefore the costs spent by us go debited to the orderer.
4.
Any technical information or remark suggestions given by us in the context of customer inquiries are noncommittal and take place only under exclusion of any adhesion.
5.
Verbal special agreements or agreements were not made, in all other respects to have with our commercial agents or sales employee met agreements validity only if they are handed in writing with the order at us and confirmed in writing by us. This applies, even if an agreement were made that writing was not to apply.
III. Prices
1.
The prices understand themselves net, plus the respective legal value added tax. They contain the supply ex factory the salesman excluding packing, if expressly differently does not agree.
2.
Additional supplies and achievements are separately computed.
3.
If the supply takes place later than 4 months after conclusion of a contract, without this delay from us would be to be represented to, then can be computed on the day of the supply valid list price with consideration of the agreed upon discount.
IV. Supply, achievement time
1.
Agreed upon dates or periods are considered as noncommittal, as far as they are agreed upon not expressly and in writing as obligatory. As far as a fixed date for the supply was not agreed upon, failure to deliver is only then present if an appropriate respite were set in writing.
2.
Supply and achievement delays due to higher force and due to events, those the salesman the supply only temporarily substantially make more difficult or do not make impossible - to it belongs in particular strike, lockout, official arrangements, etc., even if they occur with suppliers of the salesman or their subcontractor -, have the salesman also with obligatorily agreed upon periods and dates not to represent. They entitle the salesman, the supply and/or. Achievement around the duration of the handicap zzgl. to postpone an appropriate starting time or not withdraw because of yet the fulfilled part totally or partly from the contract.
3.
If the handicap in the sense of the paragraph 2 lasts longer than 3 months, the buyer is entitled after appropriate respite setting to withdraw regarding the part not fulfilled yet from the contract. If the delivery time extends or if the salesman of its obligation becomes free, then the buyer can deduce from this no claims for damages. The salesman can appoint himself to the circumstances specified in paragraph 2 however only if he informs the buyer immediately of it.
1.
If we have to represent the disregard of obligatorily assured periods and dates or us in failure to deliver to rule, the buyer can withdraw from the contract. An obligation to pay damages is excluded expressly, it is, the delay been based on at least rough negligence of the salesman or its executing aides.
2.
The salesman is entitled to partial deliveries, it at any time is, the partial delivery is for the buyer not of interest.
3.
The adherence to of the supply and achievement obligations of the salesman presupposes the punctual and normal fulfilment of the obligations of the buyer, in particular the reconciliation of due payments - also from other orders of the buyer with the salesman -. If the buyer comes into default of acceptance, the salesman is entitled to require substitution him developed damage; with entrance of the default of acceptance the danger of the coincidental degradation or the coincidental fall of the object of the purchase turns into on the buyer.
V. Passage of the risk and transport
1.
All transmissions travel on danger of the buyer. The danger ignores also in the case of freight-free supply at the latest with the leaving of the supplier or one from the salesman to dispatch place which can be selected on the buyer. With delay of the sending off by a behavior or when desired the buyer, the danger with the report the ready for dispatch shank turns into on the buyer. The danger of dispatching the commodity carries the buyer.
2.
The buyer or the receiver its executing aide, called by him, is obligated to examine the supplied commodity with arrival for possible delivery damage and visible lack. The supply is considered as removed, if the orderer raises not within a set period of exclusion from 8 days notice of defect or indicates delivery damage.
VI. Terms of payment
1.
As far as differently does not agree, our calculations are to be carried out 30 days after invoicing due and without each departure without or by transfer freely for cashier's office of the salesman.
2.
We are entitled to take into account despite differently reading regulations of the buyer payments first on its older debts whereby we will inform the buyer about the kind of the accounting taken place. Already if costs and interest arose, then we are entitled, the payment first at the expense to take into account then at the interest and last on the main achievement.
3.
A payment is considered only then as effected if we can have the amount. In case of of cheques the payment applies only as effected if the cheque is redeemed. - According to previous agreement - if changes are as payment accepted, introduction expenses and costs of the discounting the buyer fall to the load.
4.
The buyer is entitled for the set-off, retention or reduction, even if notices of defect or counterclaims are made valid, only if the counterclaims are validly determined or indisputable. This restriction of the right of lien does not apply, as far as counterclaims from the same contractual relation are entitled to the buyer.
5.
If circumstances admits become, which question the credit-worthiness of the buyer to the salesman, in particular the nonredemption of a cheque or the attitude of its payments, the salesman - independent of other agreements - is entitled to place the entire balance of debt due even if cheques were accepted. The salesman is entitled in this case in addition to require pre-payments or security. If the buyer does not furnish this pre-payment or security after appropriate period, the salesman is entitled to the payment of damages-free contract resignation.
VII. Retention of title
1.
Up to the fulfilment of all demands (including all demands for balance from current account), which the salesman from each argument approximately the buyer is entitled now or in the future, the salesman the following collateral are granted, which it will release on demands for its choice, as far as its value exceeds the demands lastingly around more than 20%.
2.
The commodity remains property of the salesman. Processing and reorganization take place always for the salesman as manufacturers, however without obligation for it. (With) if the property of the salesman expires by connection, then it is already now agreed upon that (with) the property of the buyer at the uniform thing turns into proportional value-moderately (invoice amount) on the salesman. The buyer keeps (with) the property of the salesman free. Commodity, at which property is entitled to the salesman (with), is called in the following reservation commodity.
3.
The buyer has the reservation commodity at his expense sufficiently against theft and fire to insure as well as for the duration of the reservation at his expense in normal condition receive.
4.
The buyer is entitled to process and sell the reservation commodity in the normal course of business, as long as it is not in delay. Verpfändungen or transfers by way of security are inadmissible. From resale or an other argument (e.g. Insurance, bad action) concerning the reservation commodity developing demands (including all demands for balance from current account) retires the buyer already now safeguardfor the sake of in its entirety on the salesman. The salesman authorizes it revocably to draw in the demands for its calculation in the own name, surrendered to the salesman. This collection authorization can be only recalled, if the buyer does not follow his liabilities duly.
5.
If the property of the salesman goes down with the installation of the reservation commodity supplied by the salesman into a strange property, then all rights of the buyer following from this turn into for safety's sake against the property owner for the still open requirements on the salesman.
6.
With accesses third on the reservation commodity, in particular seizing, will refer the buyer to the property of the salesman and it immediately will inform, so that the salesman can implement its vested titles. As far as third is not able to refund to the salesman the judicial or costs out of court developing in this connection for this the buyer clings.
7.
With behavior contrary to the terms of the agreement of the buyer - in particular delay of payment - the salesman is entitled to step of the contract back and to require the reservation commodity out.
VIII. Notice of defect and rights of the buyer
1.
The products are supplied freely by productions and defects in material; the period for the asserting of the requirements for lack amounts to 5 years starting from supply of the products.
2.
The buyer has to examine immediately after receipt of the commodity these for the contractually agreed upon condition and any lack immediately to communicate at the latest however within one week after receipt to the transmission in writing. If this examination is omitted, is not indicated not immediately not in time or not not accomplished to the required extent, or obvious lack with us, then the commodity applies regarding such lack as authorized. Lack, which cannot be discovered also with careful examination within the aforementioned period, are to be communicated to the salesman in writing immediately after discovery. In the commercial course of business §§ the 377, 378 HGB apply.
3.
Objections are to be made valid in writing under indication of the lack and the invoice number. Notices of defect opposite our travelers or commercial agents are ineffective. Complained of commodity may be sent back only with express agreement of the salesman. Lack of a part of a supply do not lead to an objection of the entire consignment of goods.
4.
The salesman - with agreement of the buyer - will correspond to duly raised and justified notices of defect by rework. If the attempts fail for rework after appropriate period or if it is finally refused by the salesman, the buyer can require for its choice reduction of the remuneration or withdraw from the contract.
5.
An adhesion for normal wear is impossible. If operating or service instructions of the salesman is made not obeyed, changes at the products, replaced parts or used expendables material, which do not correspond to the original specifications, then requirements are void because of lack of the products, if the buyer does not disprove an appropriate substantiated statement that one of these circumstances caused the lack.
6.
Requirements for lack opposite the salesman are entitled only to the direct buyer and are transferable only with the agreement of the salesman.
1.
Adhesion
1.
Claims for damages are independently of the kind of the obligation injury, including bad action, impossible, as far as deliberate or roughly negligent acting is not present.
2.
With injury of substantial contract obligations the salesman clings for each negligence, however only up to the height of the foreseeable damage. Requirements on escaped profit, saved expenditures, from claims for damages third as well as on other indirect and damages cannot be raised, it are, a condition characteristic guaranteed by the salesman aim at straight securing the buyer against such damage.
3.
The limitations of liability and - exclusions in the paragraphs 1 and 2 do not apply to requirements, which developed because of bad-cunning behavior of the salesman, as well as with an adhesion to guaranteed condition characteristics, to requirements after the product liability law as well as to damage from the injury of the life, the body or the health.
4.
As far as the adhesion of the salesman is impossible or limited, this applies also to employees, employees, representatives and executing aides of the salesman.
1.
Applicable right, place of delivery, area of jurisdiction, Teilnichtigkeit
1.
To these trading conditions and the entire legal relations between salesmen and buyers the right of the Federal Republic of Germany applies. The regulations of the UN-Kaufrechts do not apply.
2.
Place of delivery for all rights and obligations of both contracting parties is the seat of the salesman, if from the confirmation of order does not result something else.
3.
As far as the buyer is a buyer, exclusive area of jurisdiction for all is direct or indirectly resulting in disputes for the seat the salesman local itself from the contractual relation and essentially responsible court.
4.
(N) or several if regulation (EN) in these trading conditions or in the context of other agreements should be ineffective or become, then is of it the effectiveness of all other regulations or agreements does not affect.
