Hünersdorff main catalogue Page 81
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General Terms and Conditions § 7 Payments 1. Unless otherwise agreed, invoices shall be payable to us 30 days following the invoice date at the latest and in the currency of the Federal Republic of Germany. Our representatives shall not be authorised to accept payments. 2. A 2% early payment discount shall be granted for cash in advance, cash on delivery, payment by direct Debit or payment within 10 days following the invoice date. Early payment discounts shall not be granted if the purchaser is in arrears with payment for earlier deliveries. Otherwise, no early payment discount or other allowances shall be granted unless there is a written agreement to that effect. 3 All payments must be made free of any charges to our registered office. Insofar as we face additional charges by banks or other institutions for the purchaser’s payment, then these shall be borne by the latter and the latter shall be billed for these by us. 4. Payments by bill of exchange shall be prohibited unless otherwise expressly agreed upon in writing. An exceptional assumption of acceptance shall only be deemed deferral of the purchase price providing no ad-verse changes have occurred or are known in the purchaser’s financial circumstances. Payments by bills of exchange shall not be deemed cash payments. Discount charges and other fees for bills of exchange must always be paid by the purchaser immediately upon presentation of the bill of exchange. We shall not accept any liability for the prompt presentation, protest and/or return of bills of exchange. Cheques shall only be ac-cepted on account of payment and not in lieu of performance. 5. We shall calculate interest on arrears at 8% p.a. above the relevant Deutsche Bundesbank bank interest rate. This is to be increased or decreased if we are able to prove that we have been charged a higher rate of interest or where the purchaser is able to prove lower charges. 6. The withholding of payments on the grounds of any counter-claims of the purchaser not legally established or acknowledged by us shall not be permitted, nor shall the offsetting of such counter-claims. 7. In the event of failure to comply with the payment terms or conditions or should facts come to light suggesting that claims to the purchase price may be endangered as a result of liquidity problems on the part of the pur-chaser, we shall be entitled to make subsequent deliveries conditional upon advance payment or the provision of security. extent proportionate, in good faith, to the defect reported, in other words, only up to a maximum of the portion of the purchase price for the item specifically reported as defective. 6. In the event of the purchaser or a third party performing unauthorised repairs, we hereby accept no liability for the duration of any consequences thereof. The same shall apply to any modifications made to the item supplied without our prior written consent. 7. Paragraph 10 shall also apply in the case of claims for damages. 8. The warranty obligation for material defects shall be one year following delivery of the goods. This shall not apply where we are liable for a defect of which we are aware due to intent or malicious non-disclosure; in such cases, we shall be liable in accordance with the legal stipulations. A shorter period shall apply where the defect relates to a product for which the normal wear and tear period is usually and typically less than one year. In such cases, the warranty shall be limited to the usual wear and tear period. 9. The purchaser shall not be entitled to employ any advertising not approved by us as part of the sale of goods manufactured by us. In the event of customers of the purchaser asserting claims for defects based on devia-tions of the goods purchased from advertising statements by sales partners, the latter shall not be entitled to derive claims against us as a result of such circumstances. § 10 Liability 1. With regard to damages for the purchaser, regardless of the legal basis thereof, in particular due to the breach of obligations under the agreement or tortious acts, we shall only be liable in the case of intent or gross negligence, providing a) there is no liability on the grounds of loss of life, physical injury or impairment of health b) there is no liability for the breach of fundamental contractual obligations. 2. The claim for damages on the grounds of a breach of fundamental contractual obligations shall be limited to the foreseeable damage typical for the contract. 3. This shall also apply in cases of liability for defects. 4. The liability limitations in articles 9 and 10 shall also apply in respect of any liability on the grounds of incorrect advice, incorrect assembly instructions and other breaches of secondary obligations. 5. Any other claims for damages are hereby excluded. 6. Article 9, Clause 8 shall apply to the limitation period for the aforementioned claims accordingly. § 8 Transfer of Risk § 11 Offsetting / Right of Retention All risks shall pass to the purchaser once the consignment leaves our registered office or when dispatch is deferred at the request of the purchaser following notice of readiness of the goods for dispatch. Transportation damage or loss of the goods shall not be covered by us. Insofar as claims may be asserted against liable third parties and/or insurers (insurance at the request and expense of the purchaser only), any claim by the pur-chaser against us shall lapse upon assignment of the claim to the purchaser. 1. The purchaser may only offset counter-claims against our claims where the counter-claims have been legally established in a court of law or are undisputed. 2. Unless otherwise stipulated to the contrary in these terms and conditions of business, this shall also apply to the assertion of rights of retention. § 9 Warranty 1. The place of fulfilment shall be Ludwigsburg. Nevertheless, in individual cases, we shall be entitled to sp cify the location of any other supplying factory as the place of fulfilment. 2. If the purchaser is a registered trader, a legal entity under public law or a public law special fund, legal proceedings for any disputes arising under the contractual relationship must be filed with the court having jurisdiction for our registered office. We shall also be entitled to file legal proceedings at the purchaser’s main location. 1. Where the goods supplied to the purchaser have not been manufactured by us but purchased from upstream suppliers, we shall fulfil our warranty obligations by hereby transferring all of our own warranty claims against our upstream suppliers to the purchaser. The purchaser hereby accepts this transfer by way of provisional performance. In the case of unenforceability or failure, the subsidiary warranty claims against us shall be based on the terms and conditions set out in clause 2 below. 2. The goods supplied shall demonstrate the quality set out in the product description or shall be of merchant-able quality. Declarations regarding quality shall not represent any warranty if not expressly referred to as such. In general, no guarantee shall be offered regarding the warranty pursuant to these terms and conditions or the statutory warranty. The purchaser shall be required to examine the received goods for defects and quality immediately. We are to be notified in writing of any defects within three days following delivery. Regard-less hereof, the purchaser’s right to complain shall lapse if it has already modified, processed or combined the goods purchased from us prior to expiry of the aforementioned period. Other statutory provisions shall remain unaffected. We must be notified in writing of any concealed defects within one week of their discovery. In the event of identifying a defect, the purchaser shall be obliged to submit the goods in question to us for inspection one week, at the latest, following the dispatch date of the written notice of defects. All claims shall lapse in the event of deliberate refusal. The aforementioned reporting obligation shall also apply where the purchaser is informed of defects in the goods supplied by us or components thereof by its own customers. In the event of the purchaser’s complaint being justified, it shall be entitled to request supplementary performance in the form of a repair or a replacement. We shall be entitled to refuse the chosen supplementary performance type where such would only be possible at disproportionate expense or where the selected supplementary performance type is more costly than the other and where the latter does not involve any significant detriment for the purchaser in relation to the other supplementary performance option. In the case of supplementary performance by way of a repair, our right to remedy the defects shall be limited to three attempts for a single defect and to a total of six attempts for all defects. If the purchased goods are to be taken to a location other than the original delivery destination follow-ing supplementary performance, any additional costs incurred in this respect shall be borne by the purchaser. The same shall apply in the event of the purchaser returning the defective items to us from a location other than its registered office or the delivery destination for the supplementary performance. The purchaser shall only be entitled to assert further warranty claims once it has granted us a reasonable period to undertake the repair or replacement and this has expired without success. In the event ofa minor defect only, the purchaser shall not be entitled to withdraw from the agreement. The entitlement to a reduction in the purchase price shall remain unaffected hereby. 3. There shall be no warranty obligations where a) the defect is attributable to improper use, operation or maintenance or to poor maintenance, incorrect as-sembly and commissioning or to a violent impact or other external influences or as a result of storage or transport-related circumstances providing such are not attributable to us, b) the defect concerns an unauthorised modification to the object supplied, in particular the use of unsuitable, especially third party, replacement parts and where the damage is a direct result of the modification or improper use. c) the defect relates to quality or defects in product components or elements of our products (e.g. films) that the purchaser gave us specifications for and stipulated that we must use. Normal wear and tear or damage due to negligence or incorrect operation or handling shall be excluded from the warranty. 4. The disputed goods must be returned to us together with the original delivery note or a photocopy thereof. Negotiations regarding complaints shall not constitute a waiver on our part to an objection that the defect was not reported correctly or promptly. 5. The purchaser shall only be entitled to withhold payments and assert claims for defects to the § 12 Place of Fulfilment and Court of Jurisdiction § 13 Applicable Law German law alone shall apply to the exclusion of the laws on the international purchase of movable property, even if the purchaser is headquartered abroad. § 14 Formality Agreements 1. Any amendments, additions and supplementary agreements to these general terms and conditions and to individual agreements must be made in writing in order to be valid. This shall also apply to elimination of the written form requirement for amendments. 2. No verbal subsidiary agreements have been entered into. § 15 Miscellaneous Provisions 1. Any transfer of rights and obligations incumbent upon the purchaser under the agreement concluded with us shall require our written consent in order to be valid. 2. In the event of individual provisions of the foregoing general terms and conditions being or becoming void-able or invalid, in full or in part, the validity of the remaining provisions and the contract as a whole shall not be affected thereby. The contract parties shall then implement the agreement using a valid replacement clause which most closely reflects the economic purpose of the nullified clause. www.huenersdorff.de/en/service/download.html 81
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