General Terms and Conditions of Purchasing and Contract Work of HURST+SCHRÖDER GmbH
- The following General Terms and Conditions of Purchasing and Contract Work apply to all purchase contracts, contracts for work and labour as well as contracts for work and materials (including contracts for contract work) involving HURST+SCHRÖDER GmbH as “purchaser” or “orderer”. They apply to all future contracts even without expressly referring to them again.
- Deviations, amendments and additions require our express written confirmation. The seller/contractor’s General Terms and Conditions of Business are rejected. Article 2 applies accordingly.
- The acceptance of deliveries or performances and the payment of the purchase price/remuneration do not constitute acceptance of the seller/contractor’s General Terms and Conditions of Sale and Delivery, even without express rejection.
II. Content of the contract:
- Orders, contracts and delivery call-offs as well as amendments and additions to same are required to be in the written form. Purchase orders and delivery call-offs transmitted by means of data telecommunication and EDP printout are valid even without signature.
- Verbal declarations must be confirmed in every case in the aforementioned form.
- Our purchase order is decisive for the content and scope (quality and quantity) of deliveries and performances.
- Insofar as our purchase order is based on additional technical documents, drawings, etc., these shall be regarded as part of the contract. The values and standards specified by us determine the performance content and must therefore be adhered to.
- In the individual case, drawings/plans that we specify, including tolerance specifications, become binding on acceptance of the purchase order/commission.
- No obligation exists in the case of obvious errors, spelling mistakes and errors of calculation.
- In this case, or if documents should be missing or incomplete, the seller/contractor must inform us immediately.
III. Property rights and copyright:
- All drawings, models or samples that we make available to the seller/contractor for the execution of the purchase order remain our property and are to be handed over on demand.
- The seller/contractor is obligated to handle all drawings, models, samples, instructions or other documents made available to him in conjunction with the execution of the contract with the strictest confidentiality. The seller/contractor is forbidden, without our prior written permission, to allow third parties access to the aforementioned documents etc. or to make them available in any other way to third parties.
- Further, the seller/contractor is forbidden, without our prior written permission, to supply tools or fixtures manufactured to our drawings, models or samples, or the goods manufactured with them, to third parties or to manufacture these items for third parties, regardless of the state of manufacturing. This applies accordingly to all items that have been developed according to specifications, ideas, plans or other collaboration on our part (tests, experiments, etc.). All aforementioned items remain our intellectual property and we also retain the copyright to these items as far as is legally permissible.
- In the case of culpable infringements of the obligations according to paragraphs 1 to 3, the seller/contractor is obligated to compensate us for any resulting damages.
- The tools and aids required for the fulfilment of the agreed work performances or the manufacture of the agreed items are generally to be provided by the seller/contractor at his own expense.
- If we make down-payments or advanced payments for tools or goods, then the ownership of the tools or goods (proportional) shall be transferred to us at the time of receipt of the payment in the ratio of the value of our payment to the total value. The transfer is substituted by the safekeeping of the tools/goods by the seller/contractor. The seller/contractor must ensure that our ownership of the tools and goods is marked. Tools are to be identified as the property of HURST + SCHRÖDER GMBH. Goods are to be identified as far as possible and stored separately until delivery to us so that singling out is possible at all times.
- In addition, the seller/contractor is obligated, when executing the respective job, to observe the EU Machinery Directive, the respective accident prevention and legal regulations and the generally applicable labour and occupational health and safety rules.
IV. Terms of delivery:
- Partial deliveries or performances as well as excess or short deliveries/performances require express agreement.
- The goods shall be transported at the risk and expense of the seller/contractor.
- The risk of accidental perishing and/or loss of the goods is transferred to us on the handing over of the goods at the point of delivery stipulated by us.
- The seller is obligated to use packaging provided by us in the individual case. We shall otherwise have the right to reject the goods. If the goods are nevertheless accepted, the costs of repackaging shall be deducted from the purchase price/remuneration.
V. Delivery and performance periods/default:
- The delivery and performance periods stated in the written confirmation of order are binding.
- Decisive for the timeliness of deliveries or supplementary performances is their receipt at the point of delivery stipulated by us. Decisive for the timeliness of deliveries that include installation and other contract performances is the time of their acceptance.
- The seller/contractor shall inform us immediately of foreseeable delays and shall obtain our decision.
- The acceptance of late deliveries/performances without reservation on our part shall not be interpreted as a waiver of our claims to compensation.
- If the seller/contractor culpably fails to deliver or perform within the reasonable grace period set by us, we shall have the right to withdraw from the contract and/or to assert claims for compensation of damages.
- In the case of a forward transaction within the meaning of Section 376 HGB (German Commercial Code), it is not necessary for a grace period to be set in order to exercise the right of withdrawal or to assert claims for compensation of damages.
- In case of force majeure (e.g. natural phenomena, mobilisation, war, riots, etc.) or similar events (e.g. accidents, strikes, lockouts, serious operational disruptions, official measures or omissions, etc.) we shall be temporarily freed from our acceptance and performance duty until these events are remedied or ended. The seller/contractor shall be informed as soon as possible.
- If the seller/contractor for his part pleads “circumstances with the effect of relief from his obligations”, in particular force majeure, he shall be obligated to indicate these circumstances to us in writing. If he does not comply with his duty to inform, then he shall lose the right to plead these circumstances.
VI. Prices and terms of payment:
- All quotations or estimates shall be in principle free of charge and binding.
- The prices agreed are net prices, carriage paid including packaging. The respectively applicable VAT must be stated separately.
- The prices agreed are fixed prices. In the case of increases in the price of raw materials and/or manufacturing, the seller/contractor shall bear the price risk. He shall not be entitled to unilaterally increase prices. A withdrawal from the contract is permissible only under the conditions set out in section 313 BGB (German Civil Code).
- Payment terms set by the seller/contractor begin only on receipt of both the goods and the invoice.
- In all other cases, payment shall be made on the 20th of the month following the month of delivery, with the deduction of a 3% discount.
- We reserve the right, in accordance with the legal requirements, to withhold the purchase price or a part thereof or to offset against it.
- The assignment of the seller’s/contractor’s claims arising from the business relationship with HURST+SCHRÖDER GMBH is permitted only with our prior written consent.
- Our commercial duty to inspect is satisfied by our carrying out random inspections of the goods sent to us to the extent customary in the industry. More extensive quality checks are the responsibility of the seller.
- The notification of defect shall be regarded as timely if we send it to the seller/contractor within 14 days of discovering the defect. If the defect is obvious, the 14-day period begins on receipt/acceptance of the goods.
- If a material defect appears within six months of the transfer of risk, it shall be assumed that the item was already defective at the time of transfer of risk, unless this assumption is irreconcilable with the type of item or the type of defect.
- In the case of a justified notification of defect, we shall have the right to demand either a subsequent improvement (rectification of the defect) or a subsequent delivery (supply of a replacement), whichever we choose.
- The subsequent performance (replacement) of the entire delivery can also be demanded if only a part of the delivery is defective.
- The expenses incurred due to the subsequent performance shall be borne by the seller/contractor.
- If the seller/contractor cannot render the desired subsequent performance, if he fails to comply with the demand within the grace period that he has been set, if the subsequent performance fails or if the setting of a grace period is dispensable (for instance in the case of particular urgency, imminent danger, etc.), then we shall have the right to reduce the purchase price/remuneration, to withdraw from the contract and/or to demand compensation of damages. This shall also include the costs of a possible procurement of replacements or the costs of subsequent improvement by a third party. Section 637 BGB (German Civil Code) is not affected.
- The compensation of damages encompasses all damages caused proximately by the defective item.
- If a defect is not recognisable in advance through appropriate material inspections and the defectiveness of the item delivered is thus determinable only during production, then, in addition to his subsequent performance obligation, the seller/contractor shall be liable, insofar as he is responsible for the defectiveness of the item, for all damages resulting from the ceasing of and delay in production as well as the futile work already carried out.
- The compensation of damages also encompasses damages resulting from the creation of a defective product through the installation or blending of the defective item. In the individual case, therefore, the compensation of damages also includes the compensation of damages and expenditure that we are obligated to pay in accordance with the statutory warranty obligation and/or recourse liability (Section 478 f. BGB [German Civil Code]).
- In general the warranty period shall be three years. If the statutory regulations, including the regulations governing recourse liability (Sections 438, 479 BGB [German Civil Code]) and suspension of the statute of limitations according to Section 479 Para. (2) BGB, lead to a longer warranty period, then this period shall apply.
- In the case of subsequent delivery, a new warranty period shall commence with the delivery of the new goods in place of the defective goods.
- The warranty periods in paragraph 11 apply accordingly to contract work performed by the seller/contractor.
VIII. Product liability:
- In the case of defects in the goods for which the seller/contractor is responsible, he shall indemnify us and - where necessary - our customers on first demand against the resulting product liability to the extent that he would himself be directly liable.
- The seller/contractor is obligated on our instruction to take all necessary measures within the framework of product monitoring including warning and recall campaigns in the individual case. The seller/contractor shall reimburse us the costs incurred by recall campaigns.
- The seller/contractor must insure himself adequately against the risks of product liability. Corresponding proof of insurance shall be produced on demand.
IX. Infringement oft industrial property rights:
- The seller/contractor gives his assurance that the goods are free from industrial property rights of third parties.
- The seller/contractor indemnifies us against all third-party claims on account of the infringement of industrial property rights with regard to the use, further processing, resale, etc. of the goods delivered. The seller/contractor is obligated to reimburse us all damages incurred by us due to an infringement of third-party property rights. This also encompasses the costs of consultation and representation by a solicitor.
X. Compensation of damages caused by infringement of other ancillary duties:
In the case of a culpable infringement of other contractual ancillary duties, the seller/contractor shall be liable towards us for compensation of the proximately caused damages.
XI. Claims on the part of the seller/contractor for compensation of damages:
- Claims against us on the part of the seller/contractor for compensation of damages, regardless of the legal grounds, in particular due to the infringement of contractual obligations and tortious acts are excluded. This does not apply in the case of liability for deliberate or grossly negligent behaviour, in the case of injury to life, limb and health, or in the case of an infringement of fundamental contractual obligations.
- Claims for compensation of damages on account of the infringement of fundamental contractual obligations shall, however, be limited to the contractually typical and foreseeable damages, insofar as a limitation is not excluded by law for some other reason.
- The legal relationship in connection with this contract is subject to German substantive law to the exclusion of the United Nations Treaty on Contracts for the International Sale of Goods.
- The place of fulfilment for all deliveries and performances, including payments, is Werdohl.
- Sole place of jurisdiction for all direct or indirect disputes arising from the contractual relationship is the local court of law responsible for our company location in Werdohl.
- If a provision of these terms and conditions of business or a provision within the framework of other agreements should be or become ineffective, this shall not affect the effectiveness of the remaining provisions or agreements.
Together with DOMOELEKTRO, KSM Kunststofftechnik Meschede, HS ELECTRONIC and HSTR ELEKTRIK, we make up a service group that offers a comprehensive package of technological services. As a successful system supplier and market leader in the “retractable control knob” segment, we supply well known customers in the electrical appliance industry. Around 490 employees in Germany, Hungary, Slovakia and Turkey manufacture knobs, residual heat indicators, indicator lamps, display elements, electronic products and complex systems. These are used all over the world. For example, our warehouse logistics in the USA ensures on time deliveries on the American continent.
We put your wishes precisely into practice - from the development and manufacture through to delivery on the exact day. The bundling of our range of services gives you the advantage of being able to implement the most demanding projects with just one partner. The results are optimum technical solutions!