General Terms and Conditions

1. Offers and Prices

1.1

Our offers are subject to change until written order confirmation. Offers made verbally or by telephone always require our written confirmation to be valid.

1.2

Confirmed prices are binding for a period of 4 months from the conclusion of the contract. This does not apply to goods or services that are delivered or provided within the framework of continuing obligations. If our services are to be provided more than 4 months after conclusion of the contract, we reserve the right to increase prices appropriately, provided that the circumstances prevailing at the time of conclusion of the contract and relevant for the price determination, in particular costs for materials, wages, public charges, and the like, have changed.

Unless otherwise agreed, our prices are ex works Herbrechtingen. The statutory value added tax applicable at the time of performance shall be added to the prices.

1.3

The disclosure of our written offers to third parties and any other use of our written offers requires our express written consent. Otherwise, we are entitled to charge the recipient of the offer for the services we have provided in connection with the preparation of the offer in accordance with the provisions of the HOAI (German Fee Structure for Architects and Engineers).

2. Delivery

2.1

Delivery is made ex works unpacked, unless expressly agreed otherwise.

2.2

Delivery shall be deemed to have been made upon timely notification of readiness for delivery.

2.3

Delivery periods shall be extended by a reasonable period if data, drawings, and samples, according to which production is to be carried out as agreed, are not submitted on time or as agreed, or if the customer defaults on its obligations. The same shall apply in cases of force majeure or unforeseen events for which we are not responsible, and likewise if these events occur at our suppliers.

2.4

The costs of packaging shall be borne by the customer. Simple packaging shall be charged at the lowest possible rate and shall not be taken back. The costs of returning packaging shall be borne by the customer.

3. Risk Assumption and Shipping

The risk shall pass to the customer when the goods leave the factory. If shipment by a forwarding agent, carrier, etc. has been agreed, the risk shall pass to the customer when the goods are handed over to them. The customer shall bear the costs of shipment. Partial deliveries or partial services are only permitted with our express consent.

4. Payment Terms

4.1

Unless otherwise agreed, all invoice amounts are payable without deduction within 14 days of receipt of the invoice. Any deviating agreements must be made in writing.

4.2

Upon expiry of the payment period specified in paragraph 1, the customer, who is a registered trader, shall be in default without a reminder being required. Interest shall be charged on amounts due at a rate of 8 percentage points above the base rate after the customer has fallen into default. We reserve the right to claim proven higher damages caused by default or proven higher interest rates.

4.3

If, after conclusion of the contract, justified concerns arise regarding the creditworthiness of the customer or their financial circumstances, we shall be entitled, at our discretion, to demand advance payment or security deposits from the customer within one week. We also have the right, at our discretion, to interrupt the execution of the order and demand immediate payment. In the event of refusal, we are entitled to withdraw from the contract. In this case, the customer is not entitled to claim damages.

5. Warranty

5.1

The customer is obliged to inspect the delivered goods for proper condition immediately upon receipt or handover. Obvious defects must be reported in writing immediately, at the latest after 8 days. If the customer fails to comply with this obligation to report defects, the delivered goods shall be deemed to have been approved. If a defect becomes apparent later, it must be reported immediately after discovery. Otherwise, these delivered goods shall also be deemed to have been approved.

5.2

For all machines and devices, warranty claims are subject to a limitation period of 24 months, which begins upon delivery. Upon expiry of this period, all purchase rights expire, as do those in the event of improper handling, operation, and insufficient maintenance of the machines and devices. However, parts such as wear parts and moving parts that are subject to normal wear and tear are excluded from the warranty.

5.3

The warranty periods of the suppliers, which can range from 12 to 24 months, apply to the purchased parts installed in our machines and devices.

5.4

The return of defective goods requires our prior consent and must be carriage paid. The customer may only remedy the defects with our consent.

5.5

In any case, we shall not be liable for consequential damages arising in connection with defective delivery or performance, defective repairs, or damage caused by delivery, performance, or repairs.

6. Retention of Title

6.1

We retain title to the delivered goods until all claims arising from
the business relationship between the parties have been paid.

6.2

For the duration of the retention of title, the purchaser must adequately insure the delivery items against fire, theft, and water damage and provide us with proof of this upon request.

6.3

The purchaser may not dispose of the items subject to retention of title unless they have been delivered to him with the stipulation that they may be processed, installed, or resold in the ordinary course of business.

6.4

Der Käufer darf über die unter Eigentumsvorbehalt stehenden Gegenstände nicht verfügen, es sei denn, sie wurden ihm mit der Maßgabe geliefert, dass sie im Rahmen des gewöhnlichen Geschäftsbetriebs verarbeitet, eingebaut oder weiterverkauft werden dürfen.

6.5

In the event of resale of the goods, the purchaser hereby assigns to us its claims against its customers up to the amount of the claims arising from this contract. We shall be entitled, and the purchaser shall be obliged at our request, to notify the customer of the assignment in writing. If necessary, the purchaser shall also reserve title to the items vis-à-vis its customers by way of extended retention of title.

7. Offsetting and Retention

The purchaser shall only be entitled to offset claims on our part if their counterclaims have been recognized by us or have been legally established. Rights of retention on the part of the purchaser that are not based on the same contractual relationship are excluded.

8. Disclaimer

We limit our liability, regardless of the legal basis, to gross negligence, unless injury to life, limb, or health is involved. We do not agree to any disclaimers and/or limitations of liability of any kind on the part of the supplier in the event of a delay in delivery.

9. Delivery, Quality Standards, Material Defects and Defects of Title, Compensation

9.1

The supplier is obliged to inform us immediately in writing if circumstances become apparent to him which indicate that the specified delivery time cannot be met, even if the supplier is not responsible for this.

9.2

The delivery periods and delivery dates specified in our order are binding (fixed dates). The delivery date is the date on which the goods are received by us or at the delivery address specified by us; in the case of services, it is the date of acceptance.

9.3

The supplier guarantees that the goods to be delivered by him are fully suitable for the contractual use. All delivery items must comply with the specifications, drawings, and other information specified in the order, as well as the legal provisions applicable at the time of delivery, the rules of safety engineering, the relevant regulations and guidelines of the professional associations, trade supervisory authority, and TÜV, as well as the latest version of the guidelines of the VDI, its subgroups, and the national and international standards (e.g., DIN, CEN, or ISO standards) in their currently valid version, as well as the latest state of the art.

9.4

At our request, the supplier is obliged to provide a sample, an initial sample test report, a test sample and/or data sheets. The properties of the sample or test sample and the information in the data sheets are agreed as a guarantee of quality. The same applies to the information in tool certificates. The supplier is obliged to carry out all necessary checks to ensure manufacturing reliability, the guaranteed quality, and the guaranteed properties, and to provide us with evidence of this upon request. The supplier agrees to conclude a quality assurance agreement with us.

9.5

For materials and objects which, due to their nature, condition, or properties, may pose a risk to human life and health, the environment, or property, and which are therefore subject to special treatment with regard to packaging, transport, storage, handling, waste disposal, etc., the supplier shall provide us with a fully completed accident data sheet or submit equivalent declarations. The supplier shall also inform us of any changes in this regard without being asked to do so.

9.6

Claims for material defects shall become time-barred two years after the transfer of risk, unless a different limitation period is specified in the order.

9.7

The limitation of our statutory warranty claims is not permitted. In the case of purchase and work delivery contracts, we may immediately demand, at our discretion, either the rectification of the defect or the delivery of a defect-free item. In urgent cases, as well as if the supplier is in default with the rectification of a defect, we are entitled – even if sales contract law applies – to rectify defects ourselves or have them rectified by third parties at the supplier’s expense and risk. In such cases, the supplier shall reimburse us for the necessary expenses. The same shall apply if we are threatened with unusually high damages or if the supplier’s anticipated costs are higher than the costs of remedying the defect by us or by third parties.

9.8

We do not agree to any limitation of our statutory claims for damages, either with regard to the degree of fault or with regard to the scope and amount of liability.

10. Property Rights

10.1

The supplier guarantees that no absolute rights of third parties, in particular no patent rights or property rights, are infringed in connection with its delivery.

10.2

If claims are asserted against us by a third party due to such an infringement, the supplier shall be obliged to indemnify us against these claims upon first written request. All expenses incurred by us as a result of or in connection with the claim by the third party shall be reimbursed to us.

10.3

The limitation period for legal defects is 30 years.

11. Manufacturing Facilities and Drawings

11.1

All production equipment provided to the supplier, in particular tools, measuring and production aids, remain our property. The supplier is obliged to use the production equipment exclusively for the manufacture of the goods ordered by us and to insure the production equipment belonging to us at replacement value at its own expense against fire, water, and theft damage. The contracting parties hereby agree that ownership of all production equipment, in particular tools, measuring and production aids, which the supplier manufactures or has manufactured on our behalf, shall be transferred to us insofar as we reimburse the supplier for the manufacturing costs as agreed.

11.2

Until the order has been completed, the supplier shall store the production equipment for us free of charge, maintain it at its own expense, and keep it operational by carrying out timely repairs and recertification at its own expense. If the production equipment cannot be repaired, we shall deliver a replacement at our expense, provided that the production equipment has become unusable due to normal wear and tear. In the event of damage caused by the supplier that has rendered the production equipment irreparable, the supplier shall be obliged to reimburse us for the cost of the replacement tool. After completion of the order, the supplier shall hand over the production equipment to us free of charge upon request.

11.3

The production facilities and drawings made available to the supplier are subject to our copyright in accordance with DIN34.

11.4

The above provisions also apply to all drawings, samples, drafts, etc. provided by us or intended for us. They may not be reused or made available to third parties without our prior written consent.

11.5

Our orders and any production equipment, drawings, and other documents handed over to us or designated for us must be treated as confidential. They may not be made accessible to third parties. The reproduction and display of items belonging to us and intended for us requires our express prior written consent.

12. Environmental protection regulations, RoHS, and WEE

12.1

The supplier must comply with its duty to provide information in accordance with Regulation 1907/2006 (REACH). Any claims made against Holzer by third parties due to non-compliance with legal regulations will be passed on.

12.2

The supplier must comply with all requirements arising from the RoHS 2011/65/EU and WEEE 2012/19/EU directives and the resulting national implementing laws.

13. Final Provisions and Place of Jurisdiction

13.1

All supplementary agreements and contract amendments are only valid in written form.

13.2

The contract and the terms of delivery and payment shall remain valid even if individual provisions are invalid. In place of the invalid provisions, a provision shall be deemed to have been agreed which corresponds to the meaning and purpose of the invalid provisions.

13.3

The contracting parties hereby mutually and irrevocably consent to all independent evidence proceedings in connection with the contract, including these terms and conditions, and its implementation.

13.4

The place of performance for claims arising from contracts between the customer and us is Heidenheim a. d. Brenz. The place of jurisdiction for all disputes between the customer and us arising from the contractual relationship is the court responsible for Holzer GmbH. However, we are entitled to bring legal action at the supplier’s place of business. This also applies to document, check, and bill of exchange proceedings. German law applies.

As of: December 2023