General terms and conditions - HySeDi GmbH
General terms and conditions - HySeDi GmbH
§ 1 Scope of application
These terms and conditions shall apply to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). We shall only recognize conflicting or deviating terms and conditions of the contractual partner if we expressly agree to their validity in writing.
These terms and conditions shall also apply to all future transactions with the contractual partner, insofar as these are legal transactions of a related nature.
Individual agreements made with the contractual partner in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these Terms and Conditions of Sale. Subject to proof to the contrary, a written contract or our written confirmation shall be authoritative for the content of such agreements.
§ 2 Offer and conclusion of contract
If an order is to be regarded as an offer in accordance with § 145 of the German Civil Code (BGB), we may accept it within two weeks.
§ 3 Documents provided
We reserve the property rights and copyrights to all documents provided to the contractual partner in connection with the placing of the order - also in electronic form - such as calculations, drawings, etc.. These documents may not be made accessible to third parties unless we give our express written consent to do so. If we do not accept the offer of the contractual partner within the period of § 2, these documents shall be returned to us without delay.
§ 4 Prices and payment
Unless otherwise agreed in writing, our prices shall be ex works excluding packaging and plus value-added tax and, if applicable, further taxes at the respective valid rate. Costs of packaging shall be invoiced separately.
Payment of the purchase price shall be made exclusively to the account specified overleaf. The deduction of a cash discount is only permissible with a special written agreement.
Unless otherwise agreed, the purchase price shall be paid within 8 days after invoicing.
Interest on arrears shall be charged at a rate of 8 % (eight percent) above the respective base interest rate p.a. (see Appendix 1). The assertion of a higher damage caused by delay remains reserved.
In the case of digital services, the service may be discontinued in full or in part and/or permanently or temporarily if payment is not made on time. In any case, the payment claim shall continue to exist until the agreed end of the contract.
Unless a fixed price agreement has been made, reasonable price changes due to changes in labor, material and distribution costs for deliveries made 3 months or later after the conclusion of the contract are reserved.
§ 5 Rights of retention
The customer shall only be entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
§ 6 Delivery time
The commencement of the delivery period stated by us shall be subject to the timely and proper fulfillment of the contractual partner's obligations. We reserve the right to plead non-performance of the contract.
If the contractual partner is in default of acceptance or culpably violates other obligations to cooperate, we shall be financially compensated for the damage incurred in this respect, including any additional expenses. We reserve the right to assert further claims. If the above conditions are met, the risk of accidental loss or accidental deterioration of the leased/purchased item shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor's delay.
In the event of a delay in delivery not caused by us intentionally or by gross negligence, we shall be liable for each completed week of delay within the scope of a lump-sum compensation for delay in the amount of 1 % of the delivery value, but not more than 3 % of the delivery value.
Further legal claims and rights of the purchaser due to a delay in delivery remain unaffected.
§ 7 Transfer of risk in case of shipment
If the goods are shipped to the contractual partner at the latter's request, the risk of accidental loss or accidental deterioration of the goods shall pass to the contractual partner upon dispatch to the contractual partner, at the latest upon leaving the factory/warehouse. This shall apply irrespective of whether the goods are shipped from the place of performance or who bears the freight costs.
§ 8 Retention of title
We retain title to the delivered goods until full payment of all claims arising from the delivery contract. This shall also apply to all future deliveries, even if we do not always expressly refer to this. We are entitled to reclaim the object of sale and/or to discontinue performance if the contractual partner acts in breach of contract.
The contractual partner is obliged to treat the leasing/purchase item with care as long as ownership has not yet passed to him. In particular, the contractual partner shall be obliged to insure the leased/purchased item at its own expense against theft, fire and water damage at its replacement value. If maintenance and inspection work has to be carried out, the contractual partner shall carry this out in good time at its own expense. As long as ownership has not yet been transferred, the contractual partner must inform us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of an action in accordance with § 771 of the German Code of Civil Procedure (ZPO), the contractual partner shall be liable for the loss incurred by us.
The contractual partner shall be entitled to resell the reserved goods in the normal course of business. The contractual partner hereby assigns to us the claims against the purchaser arising from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including value added tax). This assignment shall apply regardless of whether the leased/purchased item has been resold without or after processing. The contractual partner shall remain authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves shall remain unaffected thereby. However, we shall not collect the claim as long as the contractual partner meets its payment obligations from the proceeds collected, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or payments have not been suspended.
The processing or transformation of the leased/purchased item by the contractual partner shall always be carried out in our name and on our behalf. In this case, the expectant right of the contractual partner to the purchased item shall continue to exist in the transformed item. If the leased/purchased item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the objective value of our purchased item to the other processed items at the time of processing. The same shall apply in the event of mixing. If the mixing takes place in such a way that the object of the contractual partner is to be regarded as the main object, it shall be deemed to be agreed that the contractual partner shall transfer co-ownership to us on a pro rata basis and shall keep the sole ownership or co-ownership thus created for us. In order to secure our claims against the contractual partner, the latter shall also assign to us such claims as accrue to him against a third party as a result of the combination of the goods/services subject to retention of title with a plot of land; we hereby accept this assignment.
We undertake to release the securities to which we are entitled at the request of the customer insofar as their value exceeds the claims to be secured by more than 20%.
§ 9 Warranty and notice of defects as well as recourse/manufacturer recourse
Warranty rights of the contractual partner presuppose that he has duly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 of the German Commercial Code (HGB).
Claims for defects shall become statute-barred 12 months after delivery of the goods/services supplied by us to our contractual partner. The statutory limitation period shall apply to claims for damages in the event of intent and gross negligence as well as in the event of injury to life, body and health which are based on an intentional or negligent breach of duty by the user. Insofar as the law mandatorily prescribes longer periods in accordance with § 438 Para. 1 No. 2 BGB (buildings and items for buildings), § 445 b BGB (right of recourse) and § 634a Para. 1 BGB (construction defects), these periods shall apply. Our consent must be obtained prior to any return of the goods.
If, despite all due care, the delivered goods/services show a defect which was already present at the time of the transfer of risk, we shall, at our discretion, either repair the goods/services or deliver replacement goods, subject to timely notification of defects. We shall always be given the opportunity to remedy the defect within a reasonable period of time. Claims under a right of recourse shall remain unaffected by the above provision without restriction.
If the subsequent performance fails, the contractual partner may - without prejudice to any claims for damages - withdraw from the contract or reduce the remuneration.
Claims for defects shall not exist in the case of only insignificant deviation from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear as well as in the case of damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable operating materials, defective construction work, unsuitable building ground or due to special external influences which are not assumed under the contract. If the contractual partner or third parties carry out improper repair work or modifications, there shall also be no claims for defects for these and the resulting consequences.
Claims by the contractual partner for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labor and material costs, including any dismantling and installation costs, shall be excluded insofar as the expenses are increased because the goods delivered by us were subsequently transported to a location other than the contractual partner's branch office, unless the transport is in accordance with their intended use.
The contractual partner shall only have a right of recourse against us insofar as the contractual partner has not concluded any agreements with its customer that go beyond the statutory mandatory claims for defects. Furthermore, paragraph 6 shall apply mutatis mutandis to the scope of the contractual partner's right of recourse against the supplier.
§ 10 Miscellaneous
This contract and the entire legal relationship between the parties shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
The place of performance and exclusive place of jurisdiction and for all disputes arising from this contract shall be our registered office, unless otherwise stated in the order confirmation.
All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.
§ 11 Severability clause
Should individual provisions of this contract be wholly or partially invalid, or become wholly or partially invalid as a result of a change in the legal situation or otherwise, or should this contract contain any gaps, the parties agree that the remaining provisions of this contract shall remain unaffected and valid. In this case, the contracting parties undertake, taking into account the principle of good faith, to agree on a valid provision in place of the invalid provision which comes as close as possible to the meaning and purpose of the invalid provision and which it can be assumed that the parties would have agreed on at the time of conclusion of the contract if they had foreseen the invalidity.
Status: July 01, 2023