Conditions of the company HSS Tools GmbH
These conditions are part of all of our offers and contracts for deliveries and services, also in current or future business relationships. Deviating agreements, in particular contradicting terms and conditions of our customers as well as side agreements, require our express written consent in each individual case.
Contracts are only concluded when we have accepted orders received in writing, confirmed declarations of acceptance in writing, or delivered or provided the delivery items or services ordered by the customer.
This applies to additions or changes to contracts.
All documents made available to the customer only receive approximate values customary in the industry, unless otherwise expressly regulated in the respective contract specifications. We reserve the right to make changes to these documents, information and the items themselves. This also applies to changes in the design and shape of the delivery item, insofar as these are not fundamental changes and the changes are reasonable for the customer.
Details or properties given in drawings or other documents are only considered binding and assured if this has been expressly agreed in writing. Unless otherwise agreed, we deliver standardized goods; insofar, the permitted tolerances of the specified standards apply. Samples are type samples that are intended to illustrate the approximate failure of the goods.
We only owe those services that are expressly specified in the contract documents.
The buyer assumes absolute liability that the goods ordered by him do not infringe existing patents or protected brands. He undertakes to indemnify and hold us harmless for all claims made against us due to infringement of patent or trademark rights that arise from goods commissioned by me.
Any costs incurred for packaging, transport, insurance and commissioning will be charged separately by us, as will the value added tax.
Import duties and public charges, which are introduced or increased by legal measures after the day of the conclusion of the contract, are borne by the customer.
In the event that payment in a foreign currency has been agreed, the following applies: Both parties assume the euro exchange rate of the agreed foreign currency that is valid in the Federal Republic of Germany on the day the contract is concluded (Section 1.2). If this euro exchange rate changes by more than 2.5% - in the time between the conclusion of the contract and payment - we are entitled to a corresponding price adjustment.
Should cost increases occur during the period from the conclusion to the execution of the contract, we are entitled, at our discretion, to demand a corresponding adjusted price that does not exceed our generally applicable prices at the time of the execution of the contract.
The decisive factor for calculating the prices is the dispatch weight of the goods, which is determined by us or our agent at the point of departure of the delivery.
We only accept bills of exchange and checks after prior agreement and subject to their discountability. All discount charges are borne by the customer and are to be paid to us immediately. Bills of exchange and checks will only be credited if the equivalent value including ancillary costs is available to us without reservation.
If circumstances become known after the conclusion of the contract that give rise to serious doubts about the solvency or creditworthiness of the customer (e.g. default in payment, non-timely redemption of bills of exchange or checks), all services incumbent on us will be refused until the customer has provided the consideration and our due claims - including any claims other business of an ongoing business relationship - has fulfilled or provided security for this. This does not affect our rights under Section 3.3 above.
We are entitled to charge merchants from the due date and other customers from default interest at a rate of 4% p.a. above the current discount rate of the Deutsche Bundesbank plus any commissions and charges; the right to claim further damages remains reserved. If payment in installments has been agreed and the customer is in default with two consecutive installments in whole or in part, the entire remaining amount is due immediately.
If the customer does not accept the delivery / service, we are entitled, according to the articles of association, to refuse to fulfill the contract for a reasonable period and to demand compensation for non-fulfillment, either compensation for the corresponding damage or - without proof of damage - 10 vH of the agreed price.
The type of packaging is basically up to us. We do not take back packaging.
The customer is entitled to resell, process, mix or combine as well as to subsequently sell within the scope of extended retention of title, provided this takes place in the ordinary course of business. In particular, pledging or assignment by way of security of the reserved goods by the customer is not permitted. The customer may only transfer ownership of the reserved goods to his customers after our claims have been paid in full.
Any processing or transformation of the reserved goods is carried out by the customer for us. If the customer processes other goods that do not belong to us, we acquire co-ownership of the new item in the amount of the invoice value of the reserved goods. The new item resulting from the processing also counts as reserved goods in the sense of these conditions.
The customer hereby assigns to us all claims with ancillary rights to which he is entitled in connection with the resale as well as any claims against his insurer as security in advance. In the event that the items are exported, the customer hereby assigns to us all claims to which he is entitled or will be entitled in the future against domestic and foreign banks in connection with the export, in particular claims from collection orders, letters of credit or confirmations of credit Sureties and guarantees. If the customer sells the goods subject to retention of title together with other goods that do not belong to us, either without or after processing, the claims and claims in the amount of the invoice value of the goods subject to retention of title are assigned to us.
The customer is entitled and obliged to collect the claims from the resale despite the assignment, as long as we do not revoke this authorization. He must immediately transfer the amounts included in the amount of the claims to which we are entitled.
The customer must notify us immediately in writing of any impairment of our rights, in particular seizure or confiscation of the reserved goods, including copies and seizure protocols, etc.
If the customer is in default with his payment obligation or if he violates one of the obligations resulting from the agreed retention of title, the entire remaining debt becomes due immediately. We are then entitled to demand the surrender of the reserved goods at any time - even without withdrawing from the contract and without setting a grace period - without the customer having a right of retention or the right to refuse performance due to payments already made.
At the request of the customer, we are obliged to transfer back the title to which we are entitled to the reserved goods and the claims assigned to us to the extent that their value exceeds the value of the claims we are entitled to against the customer by more than 20%.
OFFER AND CONCLUSION OF CONTRACT
Our offers and cost estimates are non-binding.Contracts are only concluded when we have accepted orders received in writing, confirmed declarations of acceptance in writing, or delivered or provided the delivery items or services ordered by the customer.
This applies to additions or changes to contracts.
All documents made available to the customer only receive approximate values customary in the industry, unless otherwise expressly regulated in the respective contract specifications. We reserve the right to make changes to these documents, information and the items themselves. This also applies to changes in the design and shape of the delivery item, insofar as these are not fundamental changes and the changes are reasonable for the customer.
Details or properties given in drawings or other documents are only considered binding and assured if this has been expressly agreed in writing. Unless otherwise agreed, we deliver standardized goods; insofar, the permitted tolerances of the specified standards apply. Samples are type samples that are intended to illustrate the approximate failure of the goods.
We only owe those services that are expressly specified in the contract documents.
The buyer assumes absolute liability that the goods ordered by him do not infringe existing patents or protected brands. He undertakes to indemnify and hold us harmless for all claims made against us due to infringement of patent or trademark rights that arise from goods commissioned by me.
PRICE / WEIGHT OF DELIVERY
All prices are net in euros ex works or ex warehouse, excluding packaging and transport as well as VAT at the statutory rate.Any costs incurred for packaging, transport, insurance and commissioning will be charged separately by us, as will the value added tax.
Import duties and public charges, which are introduced or increased by legal measures after the day of the conclusion of the contract, are borne by the customer.
In the event that payment in a foreign currency has been agreed, the following applies: Both parties assume the euro exchange rate of the agreed foreign currency that is valid in the Federal Republic of Germany on the day the contract is concluded (Section 1.2). If this euro exchange rate changes by more than 2.5% - in the time between the conclusion of the contract and payment - we are entitled to a corresponding price adjustment.
Should cost increases occur during the period from the conclusion to the execution of the contract, we are entitled, at our discretion, to demand a corresponding adjusted price that does not exceed our generally applicable prices at the time of the execution of the contract.
The decisive factor for calculating the prices is the dispatch weight of the goods, which is determined by us or our agent at the point of departure of the delivery.
PAYMENTS
All payments due are to be made immediately after receipt of the invoice without any deduction.We only accept bills of exchange and checks after prior agreement and subject to their discountability. All discount charges are borne by the customer and are to be paid to us immediately. Bills of exchange and checks will only be credited if the equivalent value including ancillary costs is available to us without reservation.
If circumstances become known after the conclusion of the contract that give rise to serious doubts about the solvency or creditworthiness of the customer (e.g. default in payment, non-timely redemption of bills of exchange or checks), all services incumbent on us will be refused until the customer has provided the consideration and our due claims - including any claims other business of an ongoing business relationship - has fulfilled or provided security for this. This does not affect our rights under Section 3.3 above.
We are entitled to charge merchants from the due date and other customers from default interest at a rate of 4% p.a. above the current discount rate of the Deutsche Bundesbank plus any commissions and charges; the right to claim further damages remains reserved. If payment in installments has been agreed and the customer is in default with two consecutive installments in whole or in part, the entire remaining amount is due immediately.
ASSIGNMENT / RETENTION / OFFSET
The customer is not entitled to assign claims against us to third parties without our written consent. Offsetting against counterclaims by the customer is only permitted insofar as these have been recognized by us and are due or have been legally established. The customer is not entitled to assert rights of retention against us due to any counterclaims from other transactions; however, Clause 4.2 applies accordingly.DEADLINES AND APPOINTMENTS
The deadlines specified by us begin on the date of our written declaration of acceptance or confirmation, but not before the documents, permits and releases to be obtained by the customer have been provided, before all other necessary conditions have been created and the payments due have been received.
By changing a contract, the anticipated deadlines are extended accordingly.
Specified deadlines and dates are only binding if they have been expressly agreed in writing. Force majeure and other extraordinary circumstances such as labor disputes, sovereign measures and traffic disruptions, regardless of whether they have occurred with us or our suppliers, release us for the duration of their effects and, if they lead to the impossibility of performance, even from the delivery / Obligation to perform. Any agreed contractual penalty is also deemed not to have been forfeited under these circumstances.
If we are not supplied by our supplier, or not supplied in good time, for reasons that we are not at fault, so that we cannot fulfill our delivery / service obligation towards the customer on time, then we have the right to withdraw from the contract concluded with the customer, to withdraw as far as it relates to goods that cannot be delivered.
Part deliveries and services are permitted. Item 9 applies accordingly to them. If successive delivery or successive call-offs have been agreed, the quantity to be delivered or called-off is to be distributed in approximately equal parts over the agreed delivery period.
Claims for damages due to late delivery / performance or non-delivery / performance are excluded, unless they are based on gross negligence. In the rest of Section 10 accordingly.
If dispatch is delayed at the customer's request, he will be charged for the storage costs, beginning one month after notification of readiness for dispatch. However, after a reasonable deadline has been set and has expired without result, we are entitled to otherwise dispose of the delivery item and to deliver to the customer within a reasonably extended deadline.
ACCEPTANCE / ACCEPTANCE
In any case, the customer must accept or accept the delivery / service immediately upon request.If the customer does not accept the delivery / service, we are entitled, according to the articles of association, to refuse to fulfill the contract for a reasonable period and to demand compensation for non-fulfillment, either compensation for the corresponding damage or - without proof of damage - 10 vH of the agreed price.
SHIPPING AND PAYMENT
The place of fulfillment for all obligations arising from the contract and all other obligations is Bremen. Our choice of jurisdiction is the Bremen District Court. Also for lawsuits in the bill of exchange and check process. We are also entitled to sue the customer at his general place of jurisdiction. For all legal relationships between the customer and us, the law of the Federal Republic of Germany applies exclusively to the exclusion of the Hague Sales Convention.
In all cases, the risk is transferred to the customer upon acceptance or acceptance, but no later than upon delivery when it leaves our warehouse. This also applies to partial deliveries and even if we have taken on other services (e.g. transport).
If the dispatch is delayed due to circumstances for which the customer is responsible, the risk is transferred to the customer on the day of readiness for dispatch.
Insurance is only provided at the request and expense of the customer.
RESERVATION OF TITLE
We reserve title to the items delivered by us (reserved goods) until all claims to which we are entitled under this contract and from the business relationship, regardless of the legal basis (including balance claims from current accounts) that arise at the time the contract is concluded, have been paid in full , have already arisen or will arise from the business relationship in the future.The customer is entitled to resell, process, mix or combine as well as to subsequently sell within the scope of extended retention of title, provided this takes place in the ordinary course of business. In particular, pledging or assignment by way of security of the reserved goods by the customer is not permitted. The customer may only transfer ownership of the reserved goods to his customers after our claims have been paid in full.
Any processing or transformation of the reserved goods is carried out by the customer for us. If the customer processes other goods that do not belong to us, we acquire co-ownership of the new item in the amount of the invoice value of the reserved goods. The new item resulting from the processing also counts as reserved goods in the sense of these conditions.
The customer hereby assigns to us all claims with ancillary rights to which he is entitled in connection with the resale as well as any claims against his insurer as security in advance. In the event that the items are exported, the customer hereby assigns to us all claims to which he is entitled or will be entitled in the future against domestic and foreign banks in connection with the export, in particular claims from collection orders, letters of credit or confirmations of credit Sureties and guarantees. If the customer sells the goods subject to retention of title together with other goods that do not belong to us, either without or after processing, the claims and claims in the amount of the invoice value of the goods subject to retention of title are assigned to us.
The customer is entitled and obliged to collect the claims from the resale despite the assignment, as long as we do not revoke this authorization. He must immediately transfer the amounts included in the amount of the claims to which we are entitled.
The customer must notify us immediately in writing of any impairment of our rights, in particular seizure or confiscation of the reserved goods, including copies and seizure protocols, etc.
If the customer is in default with his payment obligation or if he violates one of the obligations resulting from the agreed retention of title, the entire remaining debt becomes due immediately. We are then entitled to demand the surrender of the reserved goods at any time - even without withdrawing from the contract and without setting a grace period - without the customer having a right of retention or the right to refuse performance due to payments already made.
At the request of the customer, we are obliged to transfer back the title to which we are entitled to the reserved goods and the claims assigned to us to the extent that their value exceeds the value of the claims we are entitled to against the customer by more than 20%.
ACCEPTANCE / DEFAULT IN ACCEPTANCE
If delivered items are not accepted by the customer, e.g. due to refusal, vacation, unknown delay, etc., the customer will be charged a compensation of 20% of the net order value plus statutory VAT and shipping costs.
Should goods perish or deteriorate due to a delay in acceptance by the customer, the customer shall bear the resulting damage in full.
REFUND POLICY
In principle, goods can be exchanged or returned within 14 days, unless otherwise agreed in writing, provided they are in their original packaging and have not been used and we have confirmed this in writing.
The purchase price will be refunded, but the shipping costs will be passed on. The return must be made free of charge for us.
Custom-made items, items with an expiration date, first aid items and high quantities of goods ordered on an order-related basis, personalized items such as individually stamped drills, personalized packaging, as well as order-related manufactured goods, etc. and cut running material are excluded from exchange.
COMPLAINTS AND WARRANTY
We guarantee that in the case of defective or justified rejected goods within the framework of the BGB, a free exchange or a free repair or improvement of our choice will be carried out.
If the repair or replacement delivery fails, the buyer has the right to choose whether to reduce the purchase price or withdraw from the purchase contract.
For defects and for the lack of warranted properties in the delivered objects or services provided, which are reported to us in writing by the customer immediately after their discovery and can be proven to be due to material defects for which we are responsible or other defective services, we guarantee that we At our discretion, repair or deliver defect-free items or spare parts ex works. The customer is only entitled to cancel the contract (conversion) or to reduce the remuneration (reduction) if the replacement delivery or repair is not possible in individual cases, is culpably omitted despite a written request from the customer with a reasonable deadline, or the repair has repeatedly failed. Removal and installation costs as well as costs for processing defective goods by the customer will not be reimbursed by us. Further claims by the purchaser, in particular claims for compensation for consequential damage, are excluded unless our legal representatives, our business services or our executives are guilty of intent or gross negligence in view of the defect.
We do not assume any liability for damage caused by improper use and storage, incorrect assembly by the buyer, natural wear and tear, improper maintenance and care, unsuitable operating materials, chemical, electrochemical or electrical influences outside our area of responsibility and insofar as these are not caused by spare parts supplied to us have arisen.
Insignificant, reasonable deviations in the dimensions and design of the goods delivered by us, which do not impair their use in accordance with the contract, do not entitle to complaints, especially in the case of repeat orders, as long as the observance of dimensions, color tones and technical properties are not expressly agreed in writing and the deviations do not Represent deterioration in value.
In business dealings with traders, complaints must be made within 4 days of receipt of the goods. Hidden defects must be reported in writing immediately after their discovery, but no later than 2 months after the transfer of risk.
We are only obliged to repair or replace the goods after the customer has paid a reasonable portion of the payments due, taking into account the defect. Replaced parts and materials become our property. Our warranty obligation does not apply if the items delivered or services provided have been changed, handled, processed or processed improperly. No guarantee is given for used goods.
We are entitled to guarantee for defects and for the lack of warranted properties in third-party products supplied by us exclusively in such a way that we assign the warranty claims we are entitled to against the suppliers of the third-party products to the customer.
Warranty claims become statute-barred 3 months after we have rejected the complaint in writing, at the earliest with the expiry of the notice period for hidden defects. The above provisions also apply in the event of missing warranted properties and delivery of goods other than those in accordance with the contract. Further claims, in particular those for damages, lost profit or contractual penalties are excluded. Claims for damages under the law on liability for defective products (Product Liability Act) remain unaffected.
