General Terms and Conditions of Sale, Delivery and Payment
Hexacon Messtechnik GmbH Dieburg
Article 1 General remarks
The General Terms of Contract apply for all offers, confirmation of orders and deliveries of the seller and are part of the Purchase Agreement between the purchaser and seller. Deviating or additional agreements or conditions apply only with an explicitly written consent of the seller.
Article 2 Formation of the contract
Unless otherwise explicitly stated, all offers by the seller are non-binding.
Article 3 Delivery
The dispatch is ex works from Dieburg at purchaser´s expanse and risk. Delivery period commence upon dispatch of the confirmation of the order, but not before the purchaser has supplied all documents, permissions and releases. The delivery period is considered to have been met when the delivery item has left the company by the time of its expiration or notification has been given that it is ready for delivery.
In case of delivery delays caused by circumstances beyond seller´s control, especially in the case of force majeure – notably in the case of industrial conflicts, strikes and lock-outs – the delivery period shall be extended up to the length of the events causing the delay, as far as these obstructions evidently influence the completion or delivery not only negligible. This also applies if such circumstances affect our suppliers. Partial deliveries are permissible.
Article 4 Assignment of goods
4.1 The seller retains the ownership of the goods delivered by the said seller until payment in full of the price is made by the purchaser. The purchaser shall be obligated to hold the product in trust while the seller reserves all right of ownership in this time. If the purchase price of the goods is not paid by the purchaser in accordance to the Terms of Payment in the invoice, we are entitled to demand the return of the goods. By taking back the sold item we withdraw from the contract. On taking back the purchased item, we are entitled to dispose of it and the revenue from its disposal will be deducted from the liabilities of the customer – minus appropriate disposal costs.
4.2 The risk of loss or damage of the goods shall pass to the purchaser on delivery of the goods.
Article 5 Prices
The prices are calculated ex works plus the statutory rate of value-added tax. Should taxes or other extraneous expenses included in the agreed upon price change or be added later than four weeks after conclusion of the contract, the seller shall be authorized to modify the price relative to the respective change. In case of price increases in energy, resources and other means, which are necessary for the production of the goods and occur before the agreed date of delivery, the seller has the right to increase the price of the ordered goods proportionately as long as the purchaser has been informed in written form and as long as the seller assume that the purchaser has the right to cancel the payment agreement within seven days after receipt of such a notice.
Article 6 Payment and Offsetting
If no other agreement has been made and if no other instructions are shown on the invoices, the purchase price is due immediately upon delivery without any discount and is to be paid so that the amount is available on the account of the seller on the due date. Furthermore, we need to point out that by paying via bank transfer, the payee and the payer each pay the respective fees charged by their own payment service provider. If it becomes apparent after conclusion of the contract that the claim for payment is endangered by the purchaser´s lack of ability to perform, the seller is entitled to exercise its rights under section § 321 BGB (defence of insecurity). Furthermore, the seller is entitled to make all outstanding claims and liabilities from the business relationship with the purchaser immediately become payable and due, if those have not been time-barred yet. Moreover, the defence of insecurity shall apply to all other outstanding deliveries and performances under the business relations with the purchaser. Should the purchaser default in payment at maturity, the seller has additional rights to all available means:
1. Settlement of all costs incurred by the purchaser, which have been caused by claiming for the full amount due
2. The discontinuation of services until receipt of payment of all outstanding debts.
Article 7 Liability for material defects
1. Defects in the goods must be communicated immediately in writing, at the latest seven days after delivery. Defects which, even upon careful inspection, cannot be discovered within that period must be notified in writing immediately upon their discovery. At the latest before the elapse of any agreed or statutory warranty period – with all processing to be ceased forthwith.
2. If complaints are justified, we are permitted to provide replacement goods or to remedy deficiencies. This does not affect the purchaser´s right to assert a price reduction or to withdraw from the contract as a result of failure to provide supplementary performance. Further claims, in particular any claim to a compensation of damages not originating from the delivered item itself, have been excluded. These restrictions do not apply, if the damage is based on intention or grossly negligent breach of duty or on a culpable injury of life, limb or health.
3. The warranty period lapses one year after date of delivery unless an acceptance is required. In those cases, the warranty period starts at acceptance. The mentioned warranty period does not apply to damage claims resulting from the destruction of life, personal injury or health damages, if based on an intentional or negligent breach of duty by Hexacon or our person employed in the performing an obligation, which become time-barred according to legal regulations.
Article 8 The place of performance and jurisdiction
For all rights and obligations resulting from deliveries and services, the headquarter of the seller shall be the place of performance for both parties. Place of jurisdiction for all disputes arising directly or indirectly from contractual relationships is at the seller´s option at the competent court for seller´s headquarter.