General Terms And Conditions
" General Terms of Delivery for Products and Services of the Electrical Engineering HMS GmbH"
1 ) General provisions
1 For the scope of products or services (hereinafter referred to as deliveries ) , the mutual written declarations . Terms of the Purchaser shall apply only insofar as the supplier or service provider (hereinafter : supplier ) has expressly agreed to them in writing.
2 To cost estimates , drawings and other documents (hereinafter referred to as documents) , the supplier retains its ownership and copyright exploitation rights without restriction . The documents may not without the prior consent of the Supplier accessible to third parties and , if the contract is not awarded to the Supplier , be returned immediately upon request . Sentences 1 and 2 shall apply mutatis mutandis to documents of the Purchaser; however, these may be disclosed to third parties to whom the Supplier may rightfully transfer Supplies.
3 Standard software, the purchaser has the non-exclusive right to use the agreed performance characteristics in unmodified form on the agreed equipment . The purchaser may make a backup copy without express agreement .
4 Partial deliveries are permissible if they are reasonable for the customer .
2) Prices and Payment
1 Prices are ex works, excluding packaging, plus the applicable rate.
2 If the supplier is responsible for assembly or erection and unless otherwise agreed , the Purchaser shall pay the agreed remuneration and any additional costs such as travel costs, costs for the transport of tools and personal luggage as well as allowances .
3 Payments shall be made to provide point of payment .
4 The Purchaser may set off only those claims that are undisputed or legally binding.
3 ) Retention of title
1 The delivery items (reserved goods) shall remain the property of the Supplier until all claims against the Purchaser arising from the business connection has been fulfilled . If the value of all security interests , the interests of the Supplier , the amount of all secured claims by more than 20%, the Supplier shall release the Purchaser's request a corresponding part of the security interest .
2 While the retention of title, the Purchaser is a pledge or collateral assignment prohibited , and resale only for resellers in the ordinary course of business and only on condition allows the reseller of its customer receives payment or makes the reservation that the property to the customer passes only if he has fulfilled his payment obligations.
3 If third parties attachment, seizure or other act of intervention by the Purchaser shall notify the Supplier immediately .
4 In breach of duty of the purchaser , in particular default in payment, the supplier is after the unsuccessful expiry of a reasonable time set for performance to resign and take back any goods , does not affect the statutory provisions that a time limit . The purchaser is obliged to surrender .
4) Delivery deadlines ; delay
1 Times set for Supplies shall require the timely receipt of all documents to be supplied by the Purchaser , necessary permits and releases, especially concerning plans, and compliance with the agreed terms of payment and other obligations of the Purchaser . Unless these conditions are fulfilled in time, times set shall be extended accordingly does not apply if the Supplier is responsible for the delay.
2 If non-observance of the times set to force majeure such as mobilization, war, riot, or due to similar events , eg strike or lockout, such time shall be extended accordingly.
3 If the Supplier is in default, the purchaser - provided he can establish that he suffers loss or damage has arisen - a compensation for each full week of delay from 0.5% , but not exceeding 5% of the price of that part of the Supplies demand , which could not be put to the intended result of the delay .
4 Claims for damages by the purchaser due to delayed Supplies as well as claims for damages instead of performance that go beyond the limits specified in No. 3, in all cases of delayed Supplies even upon expiry of a supplier time set for delivery is excluded. This shall not apply in cases of intent, gross negligence, or injury of life, body or health of mandatory liability . The contract by the customer can only withdraw in line with the statutory provisions if the delay in delivery is the responsibility of the supplier . A change in the burden of proof to the detriment of the customer is not associated with the above provisions.
5 The Purchaser shall, at the Supplier's request to declare within a reasonable period of time whether it, due to the delayed Supplies or insists on the Supplies
6 Delayed shipping or delivery is requested by the Purchaser by more than one month after notification of readiness for dispatch , the Purchaser may , for every month commenced, storage costs of 0.5 % of the price of the Supplies, but no more than 5 % can be calculated. The proof of higher or lower storage costs the contract parties .
5) Transfer of Risk
1 The risk is even with carriage paid delivery to the Purchaser as follows :
a) for deliveries without installation or assembly , if they have been brought or collected . At the request and expense of the Purchaser the Supplier shall insure the Supplies against the usual risks of transport ;
b ) if the Supplies include assembly or erection, at the day of taking over in the own works or , if so agreed , after a fault -free trial run .
2 If the dispatch, shipping , the start or performance of assembly or erection , the taking over in the own works or the trial run to reasons within the Purchaser is delayed or if the Purchaser for other reasons is in default of acceptance , the risk shall pass to the Purchaser about .
6) Installation and assembly
For the erection and installation , unless otherwise agreed in writing, the following provisions:
1 The Buyer shall provide at its own expense and in a timely manner :
a) all earth and construction work and other ancillary work including the necessary skilled and unskilled labor, materials and tools ,
b ) necessary for the installation and commissioning of commodities and materials such as scaffolds , lifting equipment and other devices, fuels and lubricants,
c) energy and water at the point of use including connections, heating and lighting,
d) at the site for the storage of machine parts, apparatus , materials, tools , etc. sufficiently large, suitable , dry and lockable rooms for the erection personnel and adequate working and recreation rooms including appropriate sanitary facilities; Furthermore, the Purchaser has to protect to take the possessions of the Supplier and of the erection personnel at the site the measures he would take to protect his own property ,
e) protective clothing and protective devices needed due to particular conditions prevailing on the site.
2 Before the erection work starts , the Purchaser shall provide the necessary information about the location of concealed electric power, gas and water lines or of similar installations as well as the necessary structural data are available.
3 Before starting the installation or assembly required for the commencement of work materials and equipment must be located in the installation or erection site and all preparations have progressed so far prior to start of that assembly or erection started as agreed and can be carried out without interruption. Access roads and the installation or erection must be level and clear .
4 Delay the installation, assembly or commissioning by the supplier is not responsible circumstances , the customer has to bear the costs of waiting times and any additional traveling of the Supplier or the erection personnel to a reasonable extent .
5 The Purchaser shall certify to the Supplier at weekly hours worked by the erection personnel as well as the completion of the installation, assembly or commissioning .
6 Should the supplier after completion of the acceptance of the delivery , it shall be implemented within two weeks of ordering . If not, the acceptance shall be deemed to have occurred . Acceptance is also deemed to have occurred if the delivery - is put to use - if necessary after completion of an agreed test phase.
7 ) Acceptance
The Purchaser shall not refuse to receive Supplies due to minor defects.
8 ) All warranty
Liable for material defects the Supplier as follows :
1 All parts or services are reasonable discretion, repaired at the option of the Supplier , be repaired, replaced or provided again , within the limitation period - show a defect , provided that the cause existed at the time of transfer of risk - regardless of the operating time .
2 Warranty claims expire after 12 months . This does not apply if the law according to § § 438 paragraph 1 No. 2 ( buildings and things used for a building) , 479 , paragraph 1 (right of recourse ) and 634a paragraph 1 No. 2 ( defects of a building ) German Civil Code prescribes longer periods and in cases injury to life , body or health, or an intentional or grossly negligent breach of duty of the supplier and in case of fraudulent concealment of a defect . The legal provisions regarding suspension of expiration , suspension and recommencement of limitation periods remain unaffected .
3 The Purchaser shall notify Defects to the Supplier in writing immediately.
4 Event of defects, payments made by the purchaser may be withheld in an amount that is proportionate to the defect occurred . The Purchaser may withhold payments only if a complaint is made, the justification can be no doubt . If the complaint is unjustified, the supplier is entitled to demand from the customer , the expenses incurred.
5 First, the Supplier shall be afforded the opportunity for subsequent performance within a reasonable time.
6 If subsequent performance fails , the customer may - without prejudice to any claims for damages under Article 11 - withdraw from the contract or reduce the remuneration .
7 Warranty claims can not exist with only insignificant deviations from the agreed quality, of only minor impairment of usefulness, of natural wear and tear or damage arising after the transfer of risk from faulty or negligent handling, excessive strain, unsuitable equipment, defective workmanship, inappropriate foundation soil or from particular external influences that are not according to the contract
are provided , or from non -reproducible software errors . Be made by the Purchaser or third parties to improper modifications or repair work , so for these and the consequences will be no claims for defects .
8 Claims of the Purchaser shall for the purpose of supplementary performance, in particular transport, travel, labor and material costs , are excluded to the extent that expenses are increased because the item is delivered subsequently brought to another location than the Purchaser's been is , unless the transfer is in accordance with its intended use .
9 Recourse the Purchaser has against the Supplier pursuant to § 478 BGB ( recourse to a company ) is limited to cases where the Purchaser has taken with its customers exceeding the statutory warranty claims agreements. Also applies accordingly No. 8 to the extent of recourse the Purchaser has against the Supplier pursuant to § 478 para 2 BGB.
10 Claims for damages shall apply in respect of Article 11 ( Other claims for compensation ) . Further or other than those regulated in this Article 8 claims of the Purchaser against the Supplier or its agents due to a defect are excluded.
9) Industrial property rights and copyrights ; legal defects
1 Unless otherwise agreed , the Supplier is obliged to only in the country of delivery free of industrial property rights and copyrights of third parties (hereinafter Rights) . If a third party for infringement of property rights resulting from the Supplier used according to contract deliveries against the purchaser asserts legitimate claims , the supplier is liable to the Purchaser within the time specified in Article 8 No. 2 deadline as follows :
a) The Supplier shall at its option and at its expense for the deliveries a right of use in question , change it so that the property right is not infringed or exchange . Is this the supplier is not possible under reasonable conditions, the purchaser is entitled to the statutory rights of rescission or reduction .
b ) The Supplier's liability to pay damages is governed by Article 11
c ) The obligations of the supplier mentioned above will only remain if the Purchaser notifies the Supplier of any such claim asserted by the third party in writing not acknowledge an infringement and any protective measures and settlement negotiations. If the Purchaser stops using the Supplies in damage or for other good reason , he is obliged to inform the third party that the use does not constitute acknowledgment of the alleged infringement.
2 Claims of the Purchaser shall be excluded if it is responsible for the infringement .
3 Claims of the Purchaser shall also be excluded if the infringement of an IPR is caused by specifications made by the Purchaser, to a not foreseeable by the Supplier or by the fact that the Supplies being modified by the Purchaser or is used together with products not supplied by the Supplier .
4 In the case of trademark infringements for pursuant to No. 1 a ) Claims in other respects, the provisions of Article 8 Nos. 4, 5 and 9 accordingly.
5 Where other defects in title occur, Article 8 shall apply accordingly .
6 Further or other than those regulated in this Article 9 claims of the Purchaser against the Supplier or its agents due to a defect are excluded.
10) impossibility ; contract adjustment
1 If the delivery is impossible, the Purchaser is entitled to claim damages, unless the Supplier is not responsible for the impossibility . However, the claim for damages is limited to 10 % of the value of that part of the delivery which can not be put to the intended use of the impossibility. This limitation shall not apply in cases of intent, gross negligence, or injury of life, body or health of mandatory liability , a change in the burden of proof to the detriment of the buyer is not connected. The customer's right to withdraw from the contract remains unaffected.
2 Where unforeseeable events within the meaning of Article 4 No. 2 substantially change the economic importance or the contents of the Supplies or considerably affect the Supplier's business , the contract shall be adapted appropriately in good faith. Where doing so is economically unreasonable, the Supplier shall have the right to withdraw from the contract. He intends to exercise this right , he shall immediately notify after having realized the repercussions of the event the purchaser even if an extension of the delivery period was agreed with the Purchaser .
11) Other claims for damages
1 Claims for damages and reimbursement of expenses the Purchaser may have ( hereinafter: compensation claims ) , regardless of the legal reason , including infringement of duties arising in connection with the contract or tort , shall be excluded.
2 This does not apply , unless mandatory liability , eg under the German Product Liability Act, in case of intent, gross negligence, injury of life, body or health, or breach of essential contractual obligations. The claim for damages for the breach of fundamental contractual obligations is limited to the contract- typical, foreseeable damage if there is no willful misconduct or gross negligence or based on liability for injury of life, body or health. A change in the burden of proof to the detriment of the customer is not associated with the above provisions.
3 To the extent that the Purchaser has 11 Damages according to this Art , this expires at the end of the applicable period of limitation for claims for defects under Article 8 No. 2 Damage claims under the Product Liability Act, the statutory limitations shall apply
12 ) Jurisdiction and Applicable Law
1 Sole place of jurisdiction if the customer is a merchant, directly or indirectly, all of the contractual relationship resulting disputes the location of the supplier . However, the supplier is also entitled to bring an action at the Purchaser.
2 German substantive law shall apply to the legal relations in connection with this contract , excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
13) Validity of Contract
The contract remains binding even if legal invalidity of individual provisions in its other parts . This does not apply if adherence to the contract would be an undue hardship for a party.
We point out that the above Terms and Conditions are supplemented by the following conditions :
All prices are subject to change, refer to the listed price unit and are exclusive of packaging .
All prices are ex works , excluding VAT , or in the online store, with sales tax.
Packing is charged at cost price , but not withdrawn .
Calculations of the HMS Elektrotechnik GmbH are within 30 days of the invoice without any deductions about the numbers. Except for deliveries of goods. These are delivered only after payment.
Supplements at the dawn of packaging we reserve the right .
Illustrations and descriptions
The references cited in the article pictures , dimensions, descriptions , technical details and packaging are not binding , the HMS Elektrotechnik GmbH expressly reserves the right to change .