electrify Terms and Conditions
The electrify Terms and Conditions were updated in October 2018.
Find out more about our deliveryterms and conditions as well as purchaseterms and conditions.
§ 1 Scope
- These General Terms and Conditions of Delivery apply exclusively to entrepreneurs, legal entities under public law or public law special funds within the meaning of & sect; 310 para. 1 BGB. Conflicting or differing from our General Terms and Conditions of the buyer, we only accept if we expressly agree in writing to the validity. This also applies if, on our part, the contractually owed delivery is carried out without reservation in the knowledge of conflicting or deviating terms of order.
- These General Terms and Conditions of Delivery also apply to all future transactions with the Buyer, as far as related legal transactions are concerned.
§ 2 Offer and contract
- All offers are non-binding. Orders are considered accepted only if they have been confirmed by us in writing. This also applies to any additions, side agreements, promises, consultations and statements of our employees to this contract. For the scope of the delivery only our written order confirmation is decisive.
- If the customer orders the goods electronically, the contract text and the terms and conditions will be stored in a reproducible form and sent to the customer by e-mail at the request of the customer.
- Patterns, illustrations, drawings, calculations, descriptions, catalogs, measurements and weights as well as other information, which serve as approximate guidelines for the orientation of the buyer, are not binding. Essential features and characteristics of the products remain unchanged.
- If the customer provides textual descriptions and drawings for the execution of an order, the drawings shall prevail in the event of deviating representations. If, due to the faulty descriptions, illustrations and / or drawings made available by the customer, errors or defects in the produced goods occur, we shall not be liable for this, unless the incorrect information was obvious.
§ 3 Submitted documents
All documents provided to the buyer in connection with the placing of the order, such as Calculations, drawings, etc., we reserve ownership and copyrights. These documents may not be made accessible to third parties, unless we give the buyer our express written consent. As far as we do not accept the offer of the buyer, these documents are to be returned to us immediately.
§ 4 Prices and payment
- Unless otherwise agreed in writing, our prices are ex works excluding packaging, freight, postage, insurance and other shipping costs, plus value added tax in each valid amount. The corresponding freight and packaging costs will be charged separately. As far as freight-free delivery has been expressly agreed, the freight costs and any additional costs are to be paid by the buyer. The buyer is then entitled to deduct the costs incurred from the invoice amount. The indication of freight costs is without obligation. Changes in these costs up to the time of delivery shall be borne by the purchaser if the costs are increased accordingly, and in the event of cost reductions in favor of the purchaser.
- Packaging will not be taken back. Each packaging is a sales packaging in the sense of the packaging regulations.
- We are entitled to make price adjustments if price-related factors change if prices change in a period of 2 months or more between contracting and delivery. These price-forming factors include u. a. Material and raw material prices, foreign exchange rate increases as well as wage and non-wage labor costs.
- Unless otherwise agreed, the purchase price must be paid within 30 days of invoicing without any deduction and free of charge. If discount has been granted by express written agreement, the deduction will be calculated from the net invoice amount after deduction of any discounts, freight charges and other costs.
- Default interest will be charged per anno in the respective statutory amount. The assertion of further claims remains reserved.
- We are not obliged to accept bills of exchange and / or checks. If accepted, acceptance will only be on account of performance. In the case of acceptance of a bill of exchange, the resulting collection and discount costs as well as the bill of exchange etc. will be borne by the buyer. Payments from bills of exchange or checks will only be deemed to have been made when the countervalue has finally been credited to our account.
- In the event of late payment and justified doubts as to the buyer’s solvency and creditworthiness, we are entitled, without prejudice to any other rights, to demand security or advance payments for outstanding deliveries and to immediately forfeit all claims arising from the business relationship.
§ 6 Delivery time
- The beginning of the delivery time specified by us presupposes the timely and proper fulfillment of the obligations of the buyer. The exception of the unfulfilled contract remains reserved. Delivery and service periods begin with the dispatch of the order confirmation.
- If the buyer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred to us, including any additional expenses. Further claims are reserved. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item is transferred to the buyer at the time when the latter is in default of acceptance or payment.
- Delivery and performance periods shall be reasonably extended if we are prevented from fulfilling our obligations by the occurrence of unforeseen events with which we could not reasonably expect due care in the circumstances of the case, e.g. War, internal civil unrest, forces of nature, accidents, strikes, lockouts and other measures in the context of labor disputes and in all cases of force majeure. The buyer will be informed of this in writing in written cases.
- We reserve the right, after consultation with the buyer, to carry out the order in partial services and partial deliveries and to calculate these separately upon agreement. Should we be in default with regard to such a partial service and / or partial delivery, this justifies the buyer only with regard to this partial service and / or delivery, his rights after & sect; 9.
- In the case of the delay in delivery caused by us not intentionally or grossly negligently, we are liable for every completed week of delay within the scope of a lump-sum compensation for default amounting to 3% of the delivery value, however, not exceeding 15% of the delivery value.
- We are not obliged to re-deliver already delivered products as far as these products have been taken out of production or have been omitted from the sales program for other reasons.
§ 7 Transfer of risk upon dispatch
- If the goods are shipped to the purchaser at the request of the purchaser, the risk of accidental loss or accidental deterioration of the goods shall pass to the purchaser upon dispatch to the purchaser – at the latest upon leaving the factory / warehouse. This applies irrespective of whether the shipment of the goods is made from the place of performance or who bears the freight charges.
- Loading and shipping are uninsured at the risk of the buyer. At his request and expense, we are prepared to insure shipments against breakage, transportation, fire and water damage.
- We will make every effort to take into account the wishes and interests of the buyer with regard to the shipping method and shipping route. As a result additional costs – even with agreed carriage-free delivery – shall be borne by the buyer.
§ 8 Retention of title
- We reserve title to the delivered goods until complete payment of all claims from the delivery contract. This also applies to all future deliveries, even if we do not always expressly refer to them. We are entitled to take back the purchased item if the buyer behaves contrary to the contract.
- The buyer is obliged, as long as the property has not been transferred to him, to treat the purchased goods with care. In particular, he is obliged to insure these at his own expense against theft, fire and water damage sufficiently to the replacement value. If maintenance and inspection work has to be carried out, the buyer has to carry it out on time at his own expense. As long as the ownership has not been transferred, the buyer must notify us immediately in writing if the delivered item is seized or subjected to other interventions by third parties. Unless the third party is able to pay us the judicial and extrajudicial costs of a lawsuit in accordance with & sect; 771 ZPO, the buyer is liable for the loss incurred by us.
- The buyer is entitled to resell the reserved goods in the normal course of business. The buyer hereby assigns to us the claim of the customer from the resale of the reserved goods in the amount of the invoice amount agreed with us (including value added tax). This assignment applies regardless of whether the purchased item was resold without or after processing. The buyer remains authorized to collect the claim even after the assignment. Our power to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the buyer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no petition for opening insolvency proceedings or cessation of payments.
- The processing and remodeling of the purchased item by the buyer is always named and on behalf of us. In this case, the Buyer’s expectancy rights to the purchased goods continue with the remodeled goods and the retention of title remains in place, provided that we also acquire ownership of the remodeled goods (§ 950 BGB). If the purchased item is processed with other items not belonging to us, we acquire the co-ownership of the new item in proportion of the objective value of our purchased item to the other processed items at the time of processing. The same applies to the case of mixing. If the mixing takes place in such a way that the item of the buyer is to be regarded as the main item, it is deemed agreed that the buyer assigns co-ownership pro rata to us and secures the resulting sole ownership or co-ownership for us. The co-ownership remains until the full purchase price payment. In order to secure our claims against the buyer, the buyer also assigns to us such claims that accrue to him from the connection of the reserved goods with a property against a third party. We already accept this assignment.
- We undertake to release the securities to which we are entitled at the request of the buyer, insofar as their value exceeds the claims to be secured by more than 20%.
§ 9 Warranty and notice of defects as well as recourse
- Warranty rights of the buyer assume that this is his after & sect; 377 HGB has properly complied with the inspection and complaint obligations. All information, transfer, processing and use of our products, technical advice and other information is given to the best of our knowledge, but does not exempt the purchaser from its own examinations and examinations. Notification of defects shall only be processed to the extent that they are effective insofar as they are made in writing accompanied by evidence. The complaint is to be made within 8 days after receipt of the goods. In the case of hidden defects, it must be made within 8 days of discovery, no later than 6 months after receipt of the goods.
- Claims for defects expire 12 months after delivery of the goods delivered by us to our buyer. The above provisions do not apply insofar as the law prescribes longer periods. Prior to any return of the goods, our consent must be obtained.
- If, despite all due care, the delivered goods have a defect that was already present at the time of the transfer of risk, we will repair the goods, subject to timely notice of defects at our discretion or replace the goods. It is always our opportunity to provide supplementary performance within a reasonable time. Claims for recourse remain unaffected by the above regulation without limitation. Claims of the buyer according to & sect; 439 para. 3 BGB are excluded.
- If the supplementary performance fails, the buyer – without prejudice to any claims for damages – may withdraw from the contract or reduce the fee with a notice period of 14 days.
- claims for defects do not exist with insignificant deviation from the agreed condition, with only insignificant impairment of the usability, with natural wear or tear as in case of damage after the transfer of risk due to faulty or negligent treatment, excessive use, unsuitable equipment, defective construction work, unsuitable ground or due to special external influences that are not required by the contract. If the buyer or a third party improperly undertakes repair work or changes, there are no claims for defects for these and the resulting consequences.
- Buyer’s claims necessary for the purpose of supplementary performance, in particular transport, travel, labor and material costs, are excluded if the expenses increase because the goods delivered by us subsequently brought to another location than the unless the shipment complies with its intended use.
- Claims of recourse of the purchaser against us exist only to the extent that the purchaser has not made any agreements with his purchaser beyond the legally binding claims for defects. For the scope of the buyer’s right of recourse against the supplier, paragraph 6 shall apply mutatis mutandis.
- Warranty claims are excluded if the goods have been modified / processed by the buyer or third parties without prior written consent.
§ 11 Industrial property and copyrights
- If a product is made by us on the basis of construction plans, drawings, models or other special requests of the buyer in violation of industrial property rights or copyrights, the buyer indemnifies us with regard to all claims of third parties and indemnifies us for all claims for damages.
- Design documents such as plans, sketches or technical elaborations as well as models, catalogs, brochures, illustrations and photos etc. remain our intellectual property and are the subject of the applicable statutory provisions on reproduction, replication and competition. The buyer is obliged to keep all aforementioned documents as well as information strictly confidential. They may only be disclosed to third parties with our express consent. The secrecy obligation also applies after completion of the respective contract; It expires if and to the extent that the manufacturing knowledge contained in the provided illustrations, drawings, calculations and other documents has become generally known.
- Design documents may only be pledged with the prior written consent of us. Your return can be requested anytime by us. They must be returned immediately if the order is placed elsewhere. The order and all related information, documents, etc. are our business secret and must be treated confidentially.
§ 12 Export-Import Authorization
- Products delivered by us are in certain cases only intended for use and to remain in the agreed country of delivery. The re-export of contract products – individually or system-integrated – in countries outside the European Union is subject to authorization in these cases and is subject to the foreign trade regulations of the Federal Republic of Germany or the other country agreed with the buyer. The buyer must independently inquire about this provision in accordance with German provisions or the provisions of the state of his domicile. Regardless of whether the customer indicates the final destination of the delivered contract products, it is incumbent on the buyer, under its own responsibility, to obtain any necessary approval from the relevant foreign trade authority before exporting such products.
- Any transfer of contracted products to third parties, with or without our knowledge, also requires the transfer of export licensing conditions. The buyer is liable to us for the proper observance of these conditions.
§ 13 Import VAT
- Insofar as the buyer is domiciled outside the Federal Republic of Germany, he is obliged to observe the regulations of the import VAT of the European Union. This includes, in particular, the announcement of the VAT identification number (UID No.) without separate request. The purchaser is obliged to provide us with the necessary information on his / her property as an entrepreneur, with regard to the use and transport of the delivered goods and other information required for statistical reporting on request.
- The Buyer is obliged to reimburse any expenses, in particular a processing fee, which arises from defective or incorrect information provided by the Buyer regarding import turnover tax.
- We exclude any liability from the consequences of the buyer’s information on import VAT or the relevant data for this, as far as we are not intent or gross negligence.
§ 14 Miscellaneous
- This Agreement and all legal relationships between the parties shall be governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
- Place of fulfillment and exclusive place of jurisdiction for all disputes arising from this contract is the location of our head office, unless the order confirmation states otherwise.
- All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.
- Should individual provisions of this contract be or become ineffective or contain a gap, the remaining provisions shall remain unaffected. The parties undertake to replace the ineffective provision with such legally permissible provision which comes closest to the economic purpose of the invalid provision or fills in this gap.
§ 1 Scope
Hesotec elctrify gmbh (hereinafter AG) orders exclusively on the basis of these General Conditions of Purchase. Deviating terms and conditions of the contractor (hereinafter AN) are hereby expressly contradicted, other conditions of the contractor are not part of the contract, even if the AG does not expressly contradict them. The unconditional acceptance of services, even with their payment, does not constitute acceptance of the GTC of the AN.
The following General Terms and Conditions of Purchase also apply to future delivery transactions within the framework of the current business relationship.
§ 2 Orders / placing of order
- Orders of the client must be in writing and can be delivered by post, fax or e-mail at the discretion of the customer; only orders placed in writing are legally binding. Orders placed orally or by telephone require the subsequent written confirmation in order to be valid. The same applies to verbal collateral agreements and changes.
- The contractor is obliged to accept orders of the client also in text form and to declare the acceptance to the client within 5 working days. After expiry of this period, the client is entitled to a free revocation.
- The transfer of orders to third parties without the written consent of the AG is inadmissible and entitles the AG to withdraw wholly or partly from the contract and to demand compensation, as far as it is not merely a supply of marketable parts.
§ 3 Prices and payment
- The agreed prices are fixed prices and binding and exclude additional claims of any kind. If an order confirmation by the Contractor contains deviating prices for the order, this shall be deemed a new contract offer which, to be valid, requires the written acceptance of the Principal, which can be delivered within 8 days. The prices are to be understood “free domicile” including packaging, unless deviating written agreements have been made. Additional costs due to a non-compliance with the shipping instructions shall be borne by the contractor. Additional costs for an accelerated carriage, which may be necessary to comply with a delivery date, shall be borne by the contractor. If transport costs are agreed upon by the AG, the most cost-effective shipping method is to be selected, if the order does not state otherwise, under which the goods can arrive punctually under normal conditions.
- Unless otherwise agreed in writing, the Purchaser pays the purchase price within 14 days of delivery and receipt of a proper, correct and verifiable invoice, with 3% discount within 10 days or within 30 days net.
- In the case of faulty delivery / service, the customer is entitled to withhold the payment pro rata until proper fulfillment. Payments do not constitute an acknowledgment of the claim, the price or the quality of the goods or services as being in accordance with the contract.
§ 4 Material supplies
- Supplies of materials remain the property of the AG and are free of charge to store, designate, manage and discard separately. The exclusive use is bound to the order for which the material is provided. In the event of impairment or loss, the costs shall be borne by the Contractor or compensation of the same type and quality. This also applies to the invoiced release of order-based material.
- Processing or transformation of the material takes place for the AG. The AG immediately becomes the owner of the new or transformed thing. If this is not possible for legal reasons, then the AG and the AN agree that the AG becomes the owner of the new object at any time during processing or transformation. The contractor keeps the new item free of charge for the client with the care of a prudent businessman.
§ 5 Delivery times
- The agreed delivery dates are binding. Advance deliveries or partial deliveries are only permitted with the consent of the customer. If deadlines or delivery dates can not be met by the contractor, the contractor will be in default without warning.
- The contractor is obliged to inform the client in writing without delay, stating the reasons and the expected duration of the delay, if circumstances occur or become apparent to the contractor, which indicates that an agreed deadline can not be met.
- In the event of default in delivery, the customer shall be entitled to statutory claims, in particular the claim for inconsequential expiry of a reasonable period of grace set by the AG at the discretion of the AG to demand compensation for non-performance or to procure replacement for the AG from third parties at cost-free or by Contract to resign. Further legal rights remain unaffected.
- In the event of default by the Contractor, the Principal shall not be entitled to a contractual penalty of 0.2% of the net order value per working day on which the delay exists, but not exceeding 5% of the net order value to demand.
- If delivered earlier than agreed, the client reserves the right to return the goods at the expense of the contractor. If no return is carried out, the goods delivered in good time are stored at AG at the expense and risk of the contractor until the agreed delivery date. In the event of early delivery, the AG reserves the right to make the payment on the agreed due date.
§ 6 Confidentiality
- The Contractor may not disclose any confidential information, drawings, tools, models and standard sheets u. without the written consent of the AG for other than the agreed purposes use or make it accessible to third parties. They must be stored free of charge, secured against unauthorized inspection or use, maintained and insured against damage and loss. Subject to further rights, the AG may demand their surrender if the contractor violates these obligations. Any documents and tools made available remain the property of the AG.
- After the end of the order, all documents and tools must be returned to the client without being requested. Digitally provided documents, documents and drawings must be verifiably deleted.
- The contractor must treat the contract confidentially. The Contractor and the AG undertake to treat all non-public commercial or technical details, which become known to them through the business relationship, as business secrets. Subcontractors must be obliged to do so.
§ 7 Modification of Terms
The client may demand changes to the delivery item or the agreed service even after the conclusion of the contract, insofar as this is reasonable for the contractor. Any change in the contract must take due account of the impact of both parties, especially with regard to the additional or reduced costs and the delivery dates..
§ 8 Warranty / Liability for defects
- The contractor guarantees that all deliveries / services are free from material and legal defects. In particular, the AN assures that the delivered goods / services at the time of delivery are free from third-party rights and free from material defects and comply with the current state of the art, the applicable laws / regulations, protection and accident prevention regulations and the relevant technical quality assurance standards / standards.
- An inspection of incoming goods takes place by the client only with regard to externally visible damage and externally recognizable deviations from identity and quantity. Such defects are reported immediately by the AG. The AG reserves the right to carry out a further incoming goods inspection. In addition, the AG complains of defects as soon as they are determined according to the circumstances of the proper course of business. In this respect, the Contractor waives the objection of the delayed notice of defects for all defects reported within a period of 3 days from their discovery.
- Deficiencies in the delivery / service during the warranty period, including non-fulfillment of guaranteed quality, must be remedied by AN within a reasonable period of time and free of charge, including all incidental costs, at the discretion of the AG by repair or replacement of the defective parts. The AG reserves the right to redelivery of a defect-free product or a defect-free work.
The subsequent performance is to be carried out immediately and causes a new beginning of the statute of limitations, unless the extent, duration and / or costs of the supplementary performance do not imply recognition of the Nacherfüllungspflicht by the contractor. In the case of a justified notice of defects, the limitation period is extended by the period of time between notice of defect and removal of the defect. In the case of remedy of defects, the contractor is obliged to bear all expenses necessary for the remedy of the defect, in particular transport, travel, labor and material costs. The same applies with regard to the claims of the customer according to & sect; 439 para. 3 BGB. This also applies insofar as the expenses increase as a result of the purchase item having been moved to a location other than the place of performance. In addition, the AG has legal claims.
- If the Contractor fails to fulfill his obligation of subsequent performance within a reasonable deadline set by the AG, the Client may himself take the necessary measures at the expense and risk of the Contractor, without prejudice to his warranty obligation.
In urgent cases, the client may, after consultation with the contractor, carry out the rectification himself or have it carried out by a third party. In particularly urgent cases in which it is no longer possible to inform the contractor of the defect and the threat of damage and to provide him with a short-term remedy, the shortcomings on the part of the client may be in the interest of undisturbed Production is eliminated without prior consultation and the necessary expenses are charged to the contractor; The same applies if unusually high damages threaten.
- The limitation period for warranty claims is 36 months, calculated from the transfer of risk. As far as the AG against the AN according to & sect; 478 BGB, the limitation period for claims of the AG due to the lack of a newly manufactured item sold to the purchaser of the AG shall not commence until 6 months after the date on which the AG has fulfilled the claims of the purchaser of the AG. If the client is charged with infringement of official regulations or due to domestic or foreign product liability regulations or laws due to a defectiveness of his services / products that can be traced back to services / products of the contractor, the client shall be entitled to demand compensation from the contractor for this damage insofar as this was caused by the services / products delivered by the contractor. This damage also includes the costs of a precautionary recall. The Contractor will insure himself against all risks arising from product liability, including the recall risk, in an appropriate amount and submit the insurance policy to the Client for inspection upon request.
§ 9 Property rights
- The Contractor guarantees that all deliveries / services are free from third-party property rights and, in particular, that patents, licenses or other proprietary rights of third parties are not infringed by the delivery and use of the delivery / service items.
- If the client is claimed by a third party, the contractor is obliged to indemnify the client and its customers against third-party claims arising from any infringement of intellectual property rights. The contractor bears all costs incurred by the client in this regard. The client is entitled, at the expense of the contractor with the third party, without the consent of the Contractor, to effect the authorization to use the relevant delivery items and / or services by the entitled party.
- The period of limitation is 10 years, calculated from the conclusion of the contract.
§ 11 Import and export regulations
- The contractor ensures that the export legislation of his country is not violated by the agreed delivery / service. The contractor shall indemnify the client against all legal violations that affect specific state law.
- For deliveries and services from an EU country outside Germany, the sales tax identification number (UID No.) must be indicated.
- Imported goods are cleared to deliver. The contractor is under an obligation to provide explanations and information required under Regulation (EC) No 1207/2001 at its own expense, to allow for checks by the customs authorities and to provide the necessary official confirmations.
§ 12 Applicable law
Legal disputes arising from the contract as well as the entire legal relationship between the contractor and the AG are subject to the law of the Federal Republic of Germany, excluding the UN Sales Convention, the other International Sales Law and the provisions of the Hague Convention on International Sales Contracts.
§ 13 Jurisdiction / place of performance
- For all disputes arising indirectly or directly from the contractual relationship, the place of jurisdiction is exclusively Dinslaken. This also applies to bills of exchange and checks. However, the AG is entitled to sue the AN at its place of jurisdiction.
- Place of performance for the delivery obligations of the contractor is the shipping address or place of use desired by the customer, for all other obligations on both sides the place of business of the customer, unless expressly agreed otherwise.
§ 14 Severability clause
Should individual provisions of these General Conditions of Purchase be wholly or partially invalid, this shall not affect the validity of the remaining provisions. The Contractor and the AG undertake to replace an ineffective provision by one which comes closest to the economic purpose of the ineffective provision and is effective.
This does not apply to ineffectiveness for violation of Section 2 of the Second Book of the Civil Code with the title “Design of contractual obligations by general terms and conditions”. In this case the legal regulation applies, as far as no additional contract interpretation for the purpose of the gap filling is offered.