All agreements and offers are based on our conditions, they are considered to be acknowledged through the placement of an order or acceptance of the delivery. Obligations which differ from those below are not valid, even if we do not explicitly object to them. Obligations which deviate from the terms below require our written confirmation to be valid.
A. General terms of delivery and payment
I. Offers and prices
- Our offers are subject to change until a written order confirmation is provided. Offers which are made verbally or by phone always require our written confirmation to be valid.
- Confirmed prices are binding for a period of four months from conclusion of the agreement. This does not apply to merchandise or services which are delivered or performed within the scope of permanent debt relationships. If our services are performed later than 4 months following conclusion of the agreement, we reserve the right to raise prices reasonably, under the condition that the major conditions which applied when the agreement is concluded and for the price conditions, particularly materials, wages, public duties and similar costs are expected to have changed.
Our prices are considered to be ex-works Herbrechtingen. The valid statutory VAT at the time of the delivery is to be included in the prices.
- The transfer of our written offers to third parties and any other usage of our written offer requires our express written permission. Otherwise, we are entitled to bill the services performed for offer preparation with the corresponding application of the HOAI regulations to the offer recipient.
- The delivery is ex-works unpacked if another agreement has not been explicitly concluded.
- Delivery is considered to have occurred with the timely report of provision.
- The delivery periods are extended by a reasonable period of time if data, drawings and samples according which are to be prepared according to the agreement, are not submitted in a timely manner or as agreed upon or the Buyer is delayed in the performance of his obligations. The same applies in the event of force majeure or unexpected circumstances which are not our responsibility and also if these circumstances apply to our sub-Suppliers.
- The costs of packaging are at the expense of the Supplier. Simple packages are charged the least and cannot be returned. Resending packages is at the expense of the Buyer.
III. Transfer of risk and shipping
- The risk is transferred to the Buyer when the merchandise leaves the factory. If the shipping has been agreed upon by the shipping agent, carrier etc., the risk is transferred to the Buyer with this transfer. The shipping costs are assumed by the Buyer. Partial deliveries or partial services are only permissible with our express permission.
IV. Terms of payment
- All invoice amounts are payable without discount within 14 days lacking payment agreements with other language. Agreements with deviations must be recorded in writing.
- With the expiration of the payment period according to paragraph 1, the Buyer, who is a general merchant, is in arrears without warning. Any amounts owed when the account is in arrears are charged interest with 8 percentage points over the basic interest rate. The right to assert verified higher damages due to arrears or verified higher interest rates remains unaffected.
- If, following conclusion of the agreement, solid concerns arise regarding the creditworthiness of the Buyer or his financial relationships, we are entitled to either select advance payment or to request security payments from the Buyer within one week. We therefore also have the right to interrupt execution of the order and to demand immediate settlement. In the event of a refusal, we are entitled to cancel the agreement. In this case, the customer is not entitled to damage claims.
- The Buyer is obligated to inspect the delivered merchandise immediately following receipt or restoration to a proper state. Obvious defects are to be reported immediately, within 8 days at the latest, in writing. If the Buyer does not meet this obligation to report defects, the delivered merchandise is considered to have been approved. If a defect appears later, the report must be made immediately following discovery. Otherwise, this delivered merchandise is considered approved.
- An expiration period of 24 months, which begins with the delivery, applies to warranty claims for all machines and devices. Upon expiration of this period, all purchase rights expire. This also applies to improper handling, operation and insufficient service of the machines and devices. However, excluded from liability are also such parts as wearing parts and movable parts which are subject to normal wear.
- The suppliers‘ warranty periods, which may range from 12 to 24 months, shall apply to the purchased parts installed in our machines and devices.
- Returning defective merchandise requires our previous permission and must be freight-free. Any remedy of defects by the Buyer may only occur with our permission.
- In any case, any replacement obligation which results in conjunction with the lacking delivery or service, insufficient remedies or a cause of damages at our expense due to subsequent damages is excluded due to the delivery, service or remedy is precluded.
VI. Retention of property
- We reserve the right to maintain ownership of the delivered merchandise until the payment of all claims resulting from the business relationship of the parties.
- The Buyer must sufficiently insure the delivered items against fire, theft and water damages for the duration of the retention of ownership period and provide proof of insurance to us on request.
- The Buyer may not take possession of the articles under retention of ownership unless they have been delivered to him with the condition that they have been processed, installed or further sold as part of a proper business transaction.
- If the merchandise subject to the retention of property is pledged, the Buyer must inform us immediately and make the third party aware of our rights. All costs resulting from our interventions are at the expense of the Buyer.
- In the event of the further sale of the merchandise, the Buyer hereby transfers his claims again his customer up to the amount of the claims resulting from this agreement. We are entitled, and the Buyer is obligated, upon our request, to notify the assignment to the customer in writing. If necessary, the Buyer must ensure the ownership of the property for us, also as part of an extended retention of ownership in relationship to his customer.
VII. Offset and retention
The Buyer is only entitled to offset against claims on our part if we have recognised his counter-claims or they have been deemed legally valid. Retention rights of the Buyer, which are not based on the same contractual relationship are precluded.
VIII. Exclusion from liability
Our liability, for any legal reason whatsoever, is limited to gross negligence on our part unless it involves injury to life, limb and health. We do not agree with the disclaiming of liability and/or liability restrictions of all kinds by the Supplier in the event of delayed delivery.
B. Terms for orders of Holzer GmbH
IX. Delivery, quality standard, material and deficiencies in title, compensation for damages
- The Supplier is obligated to notify us in writing immediately if it becomes aware of circumstances which result in the inability to meet the specified delivery date, even if this is not the fault of the Supplier.
- The delivery periods and delivery dates indicated in our order are binding (fixed dates). The delivery date is the date of receipt at our location or at the delivery address we have designated; for services it is the acceptance date.
- The Supplier guarantees that the merchandise it is to be delivered is suitable for usage under the terms of the agreement without restrictions. All delivery items must correspond to the specifications, drawings and other information as well as the applicable statutory provisions at the time of delivery, the safety equipment rules, the relevant ordinances and guidelines of the professional relationships, commercial inspectorate and TÜV and the latest version of the VDI guidelines, its sub-groupings and the national and international standards (e.g. DIN, CEN or ISO standards) in the respective valid version and the newest state of the art in each case.
- Upon our request, the Supplier is obligated to provide a pattern, a replacement sample test report, a sample and/or data sheets. The characteristics of the pattern or the sample and the information in the data sheets are agreed upon as a guarantee of workmanship. The same applies to information on the products of work. The Supplier is obligated to perform all of the required checks which are required to achieve producability, the promised quality and the promised characteristics and to prove this to us upon request. It states that it is willing to conclude a quality assurance agreement with us.
- The Supplier shall provide us with a completely filled out accident data sheet or corresponding equivalent statements for materials and objects which, due to their composition, state or their properties constitute a risk for the life and health of persons, for the environment and for property and, due to certain regulations, are subject to special handling in terms of packaging, transport, storage, handling, waste disposal, etc. The Supplier shall also inform us of these changes without request.
- Claims due to material damages shall expire in two years upon transfer of liability, unless another expiration period has been specified in the order.
- A restriction of our statutory defect claims is not permitted. In the case of purchase or factory delivery agreements, we can immediately choose between demanding a remedy to the defect or a defect-free item. In urgent cases, and in the event that the Supplier is delayed in the remedy of a defect, we are entitled to remedy defects ourselves - even if purchase contract law applies - at the expense and risk of the Supplier or to have it remedied by third parties. In these cases, the Supplier must reimburse us for the required costs. This also applies if there is a risk of unusually high damages or the expected costs of the Supplier are higher than the costs of remedying defects by us or by third parties.
- We do not agree to a restriction of our statutory damage compensation claims neither in terms of the scope or culpability nor the amount of liability.
X. Industrial property rights
- The Supplier guarantees that absolutely no absolute effective rights of the third parties, particularly no patent and protective rights, are violated in conjunction with its delivery.
- If a claim is asserted against us by a third party due to a violation of the law of this type, the Supplier is obligated to release us from these claims upon initial written request. All expenses which we incur or result in conjunction with the assertion of claims by the third party are to be reimbursed to us.
- The expiration period for deficiencies in title is 30 years.
XI. Production facilities and diagrams
- All of the production equipment transferred to the Supplier, including tools, measurement and manufacturing tools remain our property. The Supplier is obligated to use the production equipment exclusively for the production of the merchandise ordered by us and to insure the production equipment belonging to us at the replacement value against fire, water and theft - at its own expense. The contractual parties agree now that the ownership of all production equipment, particularly tools, measurement and production tools which the Supplier produces as part of our order or which the Supplier has produced, is transferred to us if we compensate the Supplier for the production costs according to the Agreement.
- Until the complete execution of the order, the Supplier is to preserve production equipment for us, maintain it at is own expense and to keep the production equipment ready for use through timely repairs and re-certification at its own expense. If the production equipment is not maintained, we shall provide a replacement at our expense if the production equipment becomes unusable due to normal wear. In the event of damages which are the fault of the Supplier which cause a non-repairable state of the production equipment, the Supplier is obligated to compensate us for the costs of the replacement tool. After execution of the order, the Supplier must surrender the production equipment to us with no charge upon request.
- The production equipment and diagrams made available to the Supplier are subject to out copyright according to DIN34.
- The aforementioned regulations also apply to all drawings, patterns, drafts etc. which have been provided by is or designated for us. They may not be further used nor made accessible to third parties without our previous written permission.
- Our orders and the transferred or designated production equipment, diagrams and other documents are to be treated confidentially. They may not be made accessible to third parties.
- The depictions and presentation of items belonging to us and specified for us require our explicit previous written permission.
XII. Environmental Protection Regulations, RoHS and WEE:
- The goods supplied and services performed as well as the production processes for supplied goods must comply with statutory regulations in particular with the German law on dangerous chemicals.
In the event Holzer orders substances or preparations thereof for which a material safety data sheet exists, the contractor also has to provide such sheet free of charge and in the form of the REACH regulation (EC) no. 1907/2006. A copy thereof has to be sent to Holzer purchasing department.
If the contractor is in breach of its obligations it shall be liable for any costs and damages incurred by Holzer.
- The Contractor shall fulfill all legal requirements arising from directives RoHS 2011/65/EU and WEEE 2012/19/EU, as well as the associated national regulations.
C. General provisions
XIII. Final provisions and jurisdiction
- All ancillary agreements and amendments to the Agreement are only valid in written form.
- The Agreement and the Terms of delivery and payment also remain valid also in the event of the invalidity of individual provisions. Instead of the invalid provisions, the provision which corresponds to the sense and the purpose of the invalid provisions applies.
- The contractual parties hereby mutually and irrevocably grant their permission to make use of all independent evidentiary procedures which occur in conjunction with this Agreement, including these provisions and its implementation.
- The place of performance for claims resulting from agreements between the Buyer and ourselves is Heidenheim a. d. Brenz. The court of jurisdiction for all disputes between the Buyer and ourselves due to the contractual relationship is the court with jurisdiction for Holzer GmbH. However, we are entitled to file suit at the court with jurisdiction at the Supplier's headquarters. This also applies in the summary proceedings based on bills of exchange, promissory notes and checks. German law applies.