|ROX Hamann GmbH
Hagenheimer Straße 20
D-86928 Hofstetten/Landsberg a. Lech
Fon + 49 8196 75-0
Fax + 49 8196 7017
|Mrs. Elisabeth Bottesch
Tel.: + 49 8196 75-85
|PLZ 6 - 97||Mr. Niklas Metzger
Tel.: + 49 8196 75-31
Unsere Unternehmenssprachen sind deutsch und englisch. Please contact us in german or english.
General Terms and Conditions of Business - ROX Hamann GmbH
January 1, 2003
1. Application of our terms
1.1 In business dealings between ourselves and our clients, our general terms and conditions of business shall exclusively apply for the duration of the business relationship, also for future orders. We here and now contradict terms and conditions to the contrary in order forms or ordering letters from cli- ents. They shall not become binding for us even if we do not expressly contradict them or fail to do so in each individual case or if we implement delivery after receipt of deviating terms and conditions of purchase.
1.2 All contracts with our clients shall only become effective with our order confirmation, which can also be simultaneous with invoicing. Up to then, our of- fers shall be non-binding and subject to change without notice.
2. Delivery terms, scope of delivery
2.1 Our prices result from the order confirmations. The prices are to be understood in Euros, ex works, including customary packaging, which is not taken back, plus Value Added Tax at the rate at the time.
2.2 Customer shall bear the costs of dispatch. Transport insurance shall only be concluded by us upon express demand by Customer and for its account.
2.3 Part deliveries shall be admissible.
2.4 A delivery period stated shall commence on the day of complete clarity of the order and, if technical documents, material, materials or tools are to be provided or down-payments to be made by Cus- tomer, upon receipt thereof by us. If an agreed delivery date is exceeded for reasons for which we are answerable, Customer can withdraw from the contract having previously set a subsequent period of three weeks.
3. Passage of risk and disturbance of performance
3.1 If nothing to the contrary can be seen from the order confirmation, delivery ex works is agreed.
3.2 We shall have fulfilled our delivery obligations as soon as goods have been transferred properly to the person or company implementing the transport.
3.3 If production or delivery of the goods offered is temporarily made excessively difficult or impossible, for example in cases of force majeure or official measures, operational disturbance or strikes, for which we or our suppliers shall not be answerable, we shall be released from the obligation to deliver for the duration of the prevention and its after-effects.
4. Non-performance by Customer
4.1 If Customer is in arrears with acceptance or breaches other cooperation obligations, we shall be entitled to demand damages incurred by us, including all and any extra expenditure. In this case, the risk of chance destruction or chance deterioration of the object of purchase shall pass to Customer at the time at which the latter gets into arrears of acceptance.
4.2 Under the aforementioned preconditions or if customer is in arrears with the fulfilment of its payment obligations or the provision of an agreed security for longer than two weeks, we shall, after prior setting of a subsequent period of three weeks, be entitled at our option to withdraw from the contract or to demand damages on account of non-perform- ance to a proven amount, albeit at least an amount of 25 % of the contractual price plus Value Added Tax. However, proof that damage did not occur at all or was considerably less than the lump sum shall be expressly permitted.
5. Retention of title
5.1 We reserve the right to ownership to the goods supplied until fulfilment of all claims from the business relationship, including performance of all subsidiary claims such as interest or costs of legal per- secution or interventions on account of seizures by third parties. Compulsory enforcement against the goods supplied shall be notified to us without delay.
5.2 In arrears in payment by Customer, we shall be entitled to demand return of commodities supplied under reservation of title as a precaution. This demand as well as compulsory enforcement against the goods supplied by us shall not be deemed as withdrawal from the contract, the same applying for the request that the conditional commodities be stored separately and identified.
5.3 Customer shall be entitled to resell the goods delivered in the course of regular business dealings. For this event, it shall here and now assign all its future claims against its client from the resale to us. Payments received from third parties shall be accepted for us by Customer on trust and shall be forwarded to us without delay as part of its liabilities still open towards us.
5.4 Upon request by us, Customer shall be obliged, in the event of arrears in payment or non-performance, to advise us of the names of its clients against whom it has acquired claims by the sale of our commodities as well as the amounts owed by us.
5.5 If the realisable value of the securities existing for us exceeds our demands by more than 20 %, we shall be obliged to release securities at our discretion with regard to the amount exceeding 20% upon request by Customer.
6. Payment terms
6.1 Payments shall be made according to the agreements made in individual cases.
6.2 Exercising of a right of retention shall be excluded.
6.3 Offsetting against our delivery claims shall only be admissible with counterclaims not disputed by us or legally effective.
6.4 If Customer is in arrears with payment, we shall not be obliged to deliver ordered goods until complete payment of amounts in arrears - even to the extent that they are concerned with a previous business relationship. Instead, we shall be entitled to demand advance payment; if this is rejected, all open claims shall become due for payment imme- diately.
6.5 We shall only accept bills of exchange following prior agreement with charging of all collection and discount fees and only on account of payment. As long as we are still subject to issuer or endorser liability from a bill of exchange given in connection with the business relationship, our claims shall not be deemed fulfilled.
7.1 Customer's warranty rights shall presuppose that it has duly complied with its obligations to inspect and notify defects pursuant to §§ 377, 378 German Commercial Code.
7.2 Notification of defects on account of hidden defects must be made immediately after discovery with a detailed description.
7.3 The warranty period shall amount to three years stating from passage of risk. This barring period shall also apply for claims to damage from subse- quent damage from defects insofar as not claims from tort are being made.
7.4 Warranty shall only be in favour of the contracting party. It shall not apply to third parties who acquire the delivered goods later.
7.5 If the notification of defect is justified and on time, warranty shall be by reworking or replacement delivery, further claims to warranty being ruled out. If Customer also makes a justified notification of defects concerning the reworking or the replace- ment delivery and it cannot be reasonably expected to tolerate a further attempt at reworking or a replacement delivery, the right to demand reduction of purchase price or withdrawal from the contract shall accrue to it.
8. Exclusion of claims to damage
8.1 Claims to damage of whatever nature, in particular for damage to appliances, instruments or other objects provided to us, our legal representatives, employees and vicarious agents shall be ruled out if they are only based on slight negligence and not on a breach of an essential contractual performance, insofar as damage from injury to life, limb and health is not concerned. Over and above this, claims to damage from a defect shall not be covered by this if we deceitfully fail to notify the defect or have assumed a guarantee for the properties of the matter. The limitations pursuant to sentence 1 shall however not apply for claims from the Product Liability Act of the Federal Republic of Germany.
8.2 All claims to damages made against us, regardless of the legal reason and notwithstanding the question of guilt, shall be barred by limitation with the expiry of six months following delivery of the goods, in the event of dispatch from the fourth day after dispatch by us. This shall not apply in the events of injury to life, limb or health and in the event of liability due to malice aforethought.
9. Place of performance, venue, final provisions
9.1 The place of performance for deliveries and payments shall be Company's headquarters.
9.2 The exclusive venue shall be the court factually and locally responsible for Company's headquarters.
9.3 If Customer has no general venue in the Federal Republic of Germany, the venue shall be Munich.
9.4 The legal relationship between ourselves and our customer shall be exclusively governed by German law, excluding UN laws on purchase of goods. This shall apply for both the conclusion and also the implementation of the contract.