ComTermsGeneral Terms and Conditions of Delivery and Payment of HURST+SCHRÖDER GmbH
- The following General Terms and Conditions of Delivery and Payment apply to all business relationships of HURST+SCHRÖDER GmbH, i.e. to all contracts, deliveries or other performances. They apply to all future contracts even without expressly referring to them again.
- Deviations, amendments and additions require our express written confirmation.
- The General Terms and Conditions of Business of the customer are rejected. Article 2 applies accordingly.
II. Content of the contract:
- Order confirmations as well as amendments and additions to same are required to be in the written form. Order confirmations 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.
- The order confirmation is decisive for the content and scope of our deliveries and performances.
- Our catalogues and other sales documents, lists and drawings are created with great care. Should the technical data and specifications of weights and dimensions be obviously erroneous, we reserve the right to make subsequent corrections.
- The bases for the rendering of invoices are the prices valid at the time of conclusion of the contract.
- All prices are ex works, excluding packaging, plus the statutory VAT applicable on the day of delivery.
III. Manufacture to the customer’s plans, etc./tools
- If the manufacturing/processing takes place for the customer according to his samples or specifications, then he shall be liable for any infringements of third-party property rights (registered designs, licences or patent rights, etc.) and shall indemnify us in the internal relationship against all liability.
- If tools are manufactured by us or on our behalf for the manufacture or processing of customer-specific goods, then the tools remain our sole property in every case, even if the customer has contributed towards the tool costs in addition to or as part of the remuneration.
- Paragraph 2 applies accordingly to all tool documentation, in particular where this contains our special technical know-how or already protected copyrights or usage rights.
IV. Delivery periods/default::
- Delivery periods/dates are generally approximate.
- Fixed delivery dates as well as forward transactions relating to commercial law require our express consent in the form decisive for the order confirmation.
- Delivery periods generally start with the sending of our written order confirmation.
- Adherence to delivery periods presupposes the timely receipt of all specifications, documents, necessary permits and releases to be supplied by the customer, in particular plans, and the customer’s adherence to the agreed terms of payment and other obligations. If these prerequisites are not fulfilled in a timely manner, the delivery periods shall be extended by an appropriate time provided we are not responsible for the delay.
- In the case of force majeure (e.g. mobilisation, war, riots) or similar events (e.g. strikes, lockouts, etc.), the periods shall be extended appropriately.
- Such an appropriate extension of the delivery periods also comes into force in the case of late self-delivery, provided this is not due to our poor planning.
- Our delivery and performance duty ceases to apply if delivery becomes impossible for us due to the events listed under 5.
- If a firmly assured delivery date/period is not adhered to, the customer is obligated to set us an appropriate grace period for subsequent delivery. If we culpably fail to deliver within the grace period set, the customer shall have the right to withdraw from the contract. This does not apply to future transactions.
- IX applies with regard to any damages due to default or delay.
- On demand from us the customer is obligated to declare within an appropriate period of time whether, on account of the delay, he will withdraw from the contract and/or demand compensation of damages in place of the performance and/or insists on delivery.
- If the supply, dispatch or delivery is postponed at the customer’s request, we can invoice the customer - at the earliest ten working days after notification of readiness to dispatch - for warehousing charges amounting to 0.5% of the total invoice amount for each commenced month of storage, but at the most 5% of the total invoice amount. The contracting parties are at liberty to prove higher or lower warehousing costs.
V. Terms of delivery:
- We are entitled to make partial deliveries to a reasonable extent.
- We are similarly entitled to make excess or short deliveries up to a tolerance limit of 10%.
- Deviations with regard to dimensions, weights, technical design, manufacturing and scope of the goods to be delivered are permissible within the product-specific tolerance limits customary in the trade.
VI. Transfer of risk/delivery:
- Dispatch takes place at the customer’s express request and on his behalf.
- The risk of accidental perishing and/or loss is transferred to the customer upon the dispatch or handing over of the goods to the freight forwarder. This also applies in the case where the transport is carried out by our employees or vicarious agents.
- Moreover, the risk is transferred to the customer as soon as he in default of acceptance following receipt of our notification of readiness to dispatch.
VII. Terms of payment:
- Our invoices are generally to be settled within 30 days of the invoice date without deduction of any kind.
- The payment is deemed to have been made as soon as we can irrevocably dispose of the sum.
- Bills of exchange will not be accepted even on account of performance. Collection charges for cheques shall be borne by the customer.
- If the customer does not pay within the time limit, i.e. within 30 days from the date of the invoice, he is in default even without a reminder.
- If the time of receipt of the invoice or payment plan or the receipt itself is uncertain, then the payment is due at the latest 30 days after receipt of the counter-performance. The customer is therefore in default at the latest from the 31st day after receipt of the counter-performance.
- The deduction of discounts requires an express agreement and presupposes that the customer is not culpably in arrears with his other payment obligations and that the invoice amount is credited to our account within the agreed discount time limit.
- Irrespective of the specially payment agreements reached in an individual case, the receivables due to us are payable immediately if circumstances concerning the customer arise that make adherence to the payment agreements reached no longer reasonable. This is the case if there are justified indications of a significant worsening of the customer’s financial situation, in particular in the case of ceasing to make payments, cheque and bill protests or default of payment, if it is recognisable therefrom that our claim to a counter-performance is endangered by a lack of capability on the part of the customer. In these cases we shall additionally have the right to demand fulfilment concurrently or to order further securities. Furthermore, we shall have the right to determine an appropriate time limit in which the customer must concurrently render the counter-performance against the performance or provide securities, whichever we choose. We shall have the right to withdraw from the contract following fruitless expiry of the time limit. The customer has the right to offset only with undisputed or legally established counterclaims or counterclaims that are about to be decided in a court of law.
- Moreover, all receivables shall be due for payment if application is made for the opening of insolvency proceedings against the customer’s assets.
- Within the scope of the warranty, the customer may only withhold payments, following a justified notification of defects, to an extent that is appropriate in relation to the material defect that has occurred. In all other cases the customer shall have no right of retention.
- The customer has the right to offset only with undisputed or legally established counterclaims.
VIII. Retention of title:
- The goods delivered (provisional goods) shall remain our property until all of our claims against the customer arising from the business relationship have been satisfied.
- During the period of the retention of title, the customer shall store and safe keep the goods delivered by us separately from similar goods or goods of the same type from other manufacturers and identify them as having originated from our delivery.
- The pawning or transfer of the provisional goods by way of security is forbidden. The customer shall inform us immediately in the case of attachment, seizure or other third-party enactments or interventions.
- The customer is entitled to sell on the provisional goods in the normal course of business, provided he receives the agreed remuneration or no assignment prohibition is agreed. The customer surrenders to us now by way of security the claim to the purchase price arising from the sale. He remains authorised to collect the receivables surrendered by way of security as long as this authorisation is not rescinded by us. The authorisation can be rescinded if the customer culpably fails to meet his contractual obligations or no longer meets them. Moreover, we shall have the right in the case of rescinding the collection authorisation to indicate the surrender. The customer must make the documents necessary for indicating the surrender and for the collection without delay.
- It is not regarded as a sale in the normal course of business if the customer, contrary to para. 2, pawns or transfers the provisional goods by way of security to a third party and/or makes them an object of factoring and/or sale-lease-back procedure.
- In the case of the processing and/or machining of provisional goods, this takes place on our behalf and for us within the meaning of Section 950 ff. BGB (German Civil Code). (This does not lead to an obligation on our part). In this case we shall gain (joint) ownership of the item created by the processing and or machining of the provisional goods in the ratio of the value of the provisional goods to the value of the new item at the time of the processing and or machining. We are also entitled to proportional joint ownership of the new item if third-party goods are processed together with the provisional goods. If the customer sells on the new item manufactured by him, then he surrenders to us now by way of security the claim due to him from the sale to the amount of the value of the provisional goods.
- The customer must inform us without delay in the case of damage to or other impairment of the provisional goods. If the damage or impairment gives rise to claims on the part of the customer against third parties, then he surrenders these claims to us now by way of security.
- If the value of all securities to which the supplier is entitled exceeds the amount of all secured claims by more than 20%, we shall at our own choice release a corresponding part of the securities at the customer’s request.
- In the case of a breach of obligations by the customer, in particular default of payment, we shall have the right to withdraw and repossess the provisional goods. The customer is obligated to hand them over. The repossession of the provisional goods or the assertion of the retention of title alone necessitates no withdrawal. It also does not represent an implied declaration of withdrawal on our part, unless we expressly declare that these actions are to be understood to be a withdrawal.
- The customer may not refuse to accept deliveries due to insignificant defects or excess or short deliveries in an insignificant amount (+/- 10%).
- Claims for defects shall not be valid in the case of only insignificant deviation from the agreed properties or in the case of only an insignificant impairment of the usability.
- Furthermore, claims for defects shall not be valid in the case of natural wear and tear that occur after the transfer of risk as a result of:
- incorrect or negligent handling,
- excessive stress,
- unsuitable equipment,
- poor processing or machining,
- combination/blending with unsuitable components within the scope of the manufacture of a new product,
- particular external influences that are not foreseen according to the contract,
- or as a result of improper modification or repair work on the part of the customer or a third party.
- The customer shall inspect the goods sent to him without delay to ensure that they are in an orderly condition and shall inform us of any defects in writing within ten days of receipt of the goods. In the case of concealed defects, this time limit commences with their discovery.
- In the case of a justified notification of defect (i.e. in the case of material defects that already existed, or whose cause already existed at the time of the transfer risk) we shall have the right at our own choice to carry out a subsequent improvement (elimination of the defect) or to make a subsequent delivery (delivery of a replacement).
- If we deliver a defect-free item for the purpose of supplementary performance, the customer must hand over the defective item. This applies accordingly to defective components where these have been replaced by defect-free components within the scope of subsequent improvement.
- The customer shall have the right to withdraw from the contract or to a reduction in the purchase price only in the following cases:
- if we are incapable of carrying out subsequent improvement or subsequent delivery;
- if we justifiably refuse to carry out the subsequent improvement or subsequent delivery;
- the subsequent improvement or subsequent delivery is delayed beyond an appropriate grace period and we are at fault for the delay;
- if the subsequent improvement or subsequent delivery fails twice.
- Statutory rights of recourse on the part of the customer against us are valid only to the extent that the legal prerequisites are satisfied. Therefore, the customer shall have no right of recourse if he has reached agreements with his own customer within the context of a warranty or goodwill that extend beyond the statutory claims for defects.
- If the legal regulations governing the purchase of consumer goods and in particular with regard to recourse liability (in the absence of the statutory prerequisites) are not applicable, then the warranty term shall be one year. Longer terms that are mandatory by law remain unaffected.
- The legal consequences of a breach of the commercial duty to inspect and notify defects also remain unaffected.
- In all other cases, section IX applies to claims for compensation of damages. Farther-reaching claims or claims other than those governed by this section and by section IX against us and our vicarious agents on account of a material defect are excluded.
X. Compendation of damages/liability:
- Claims against us on the part of the customer 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 mandatory liability
- under the terms of the product liability laws,
- for deceitful, deliberate or grossly negligent behaviour,
- due to an injury to life, limb or health
- or due to the breach of fundamental contractual obligations.
- Claims for compensation of damages due to a breach of fundamental contractual obligations are limited to the contractually typical, foreseeable damages. This does not apply if a limitation is excluded for another reason:
- due to deceitful, deliberate or grossly negligent acts,
- due to an injury to life, limb or health
- or under the terms of the product liability law.
- If the customer should face justified claims from his customer or their customer for supplementary performance, he shall give us the opportunity within an appropriate time limit to render the supplementary performance ourselves before he procures a “replacement” elsewhere. The customer shall impose this obligation on his customer accordingly. If the customer breaches these obligations, then we reserve the right to reduce the reimbursement of expenditure to the sum that we would have incurred if we had carried out the supplementary performance ourselves. The extended liability on account of deceit or arising from a warranty remains unaffected.
- The customer is in breach of his duty to minimise the damages if he does not make use of his right to refuse his customer a particular kind of supplementary performance or the supplementary performance itself due to the disproportionality of the costs. In the former case the reimbursement of expenditure is limited to the least expensive alternative; in the latter case the reimbursement of expenditure is fully excluded.
- Claims on the part of the customer for compensation of the expenditure incurred within the scope of the supplementary performance (in particular costs for transport, travel, labour and materials) are excluded if the expenditure is increased because the delivery object has been taken to another place (differing from the delivery address), unless taking it there corresponds to its use for the intended purpose. This applies to the recourse liability accordingly.
- The binding statutes of limitations apply to the claims for compensation of damages and expenditure incurred in conjunction with defective goods.
- We reserve the unrestricted ownership, copyright and usage rights to cost estimates, drawings and other documents (hereinafter referred to as “documents”). The documents may only be disclosed to third parties with our prior consent and, if the contract is not awarded to us, must be returned to us without delay on demand. Clauses 1 and 2 apply accordingly to the customer’s documents; however, these may be made available to such third parties as we have permissibly commissioned to carry out the deliveries.
- 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.
- 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.
- 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!