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These General Terms and Conditions of Sale, Delivery and Payment will apply exclusively to all legal relationships with HÄFELE’s business partners (hereinafter “Customers”). Customers’ terms and conditions that conflict with or differ from these Terms and Conditions of Sale, Delivery and Payment will not be recognized, unless HÄFELE has explicitly approved their validity in writing. These Terms and Conditions of Sale, Delivery and Payment will also apply if HÄFELE accepts the Customer’s order without reservation and/or completes the delivery to the Customer without reservation, despite being aware of the Customer's terms and conditions that conflict with or differ from these Terms and Conditions of Sale, Delivery and Payment.
2. Quotations, contract conclusion
2.1 HÄFELE’s quotations are not binding. A contract will not materialize until HÄFELE gives a written confirmation of order, albeit no later than the time at which delivery takes place. Transmission by fax or email will satisfy the written form requirement.
2.2 The Customer's orders will represent binding offers to contract, and HÄFELE may accept them within four weeks of their receipt.
2.3 None of the details in illustrations, brochures, catalogues and in advertising, together with the product descriptions, constitute information relating to composition. Such details will only be binding if they have been agreed as the composition of the goods. HÄFELE’s acceptance of a guarantee or of the procurement risk must be explicit and set out in writing.
2.4 HÄFELE reserves rights of ownership and copyright to samples, illustrations, drawings, calculations and other information of a material and immaterial nature. The Customer must obtain HÄFELE's explicit written approval before passing these on to third parties.
2.5 Our Installation Terms and Conditions will apply accordingly to installation work.
2.6 Data relating to inquiries, catalogue requests and the receipt of orders will be saved.
3. Prices, payment terms and conditions
3.1 Prices will be ex place of performance for delivery, in euros, plus the value added tax applicable on the invoice date.
3.2 Invoices will be payable either within 10 days of delivery subject to deduction of a 2% discount, or else net within 30 days of delivery. However, discount will only be granted for final invoices totalling more than EUR 130.00. The date of receipt by HÄFELE will be decisive in determining the timeliness of the payment.
3.3 The Customer will be deemed to be in default after 30 days from the invoice date. If the Customer defaults, HÄFELE will be entitled to withdraw from the contract without notice, and to take back goods delivered subject to reservation of title, less the costs incurred (as a rule 20% of the value of the goods). This will not affect the statutory provisions relating to the consequences of default in payment.
3.4 The time limit for pre-notification of the SEPA direct debit is at least one day.
3.5 The Customer may offset claims exclusively using counterclaims that HÄFELE has not contested or that have been approved with final legal effect. The customer will only be entitled to claim a right of retention insofar as its counterclaim is based on the same contractual relationship.
3.6 If HÄFELE learns of a deterioration in the Customer's financial circumstances, or if the Customer provides stocks or outstanding amounts as collateral for other creditors, HÄFELE will be entitled to cancel all payment agreements, to demand immediate payment in cash or return of the goods, to withdraw from the contract or else to demand payment in advance or to require cash on delivery.
4. Deliveries, delivery time
4.1 Delivery periods are approximate periods, and will begin in each case upon dispatch of the order confirmation. However, the start of the delivery period presupposes that the Customer has fulfilled its duties to cooperate, and in particular that the parties have clarified all technical and commercial questions. Otherwise, the delivery period will be extended accordingly.
4.2 The delivery period will be deemed to have been observed provided, by the time it expires, the goods have left the place of shipment or have been declared ready for shipment.
4.3 The delivery period will be extended by a reasonable period in the event of force majeure or other events that HÄFELE could not have predicted and/or are outside its control (such as labour disputes, operational problems, problems in the supply of raw materials, late deliveries by HÄFELE’s own suppliers). The same will apply if subsidiary suppliers and contracted suppliers experience such events.
4.4 HÄFELE will be entitled to make part-deliveries, provided the Customer can reasonably be expected to accept this. Surplus or short deliveries of up to 10% will be admissible.
4.5 When goods are delivered elsewhere within the EU, the customer must present a confirmation of arrival or alternative evidence. If no such document is presented, HÄFELE reserves the right to charge the value added tax applicable in the Federal Republic of Germany.
5. Shipment, transfer of risk, delay in accepting delivery
5.1 Shipment will be ex works inclusive of packaging. HÄFELE reserves the right to select the method of shipment and type of packaging.
5.2 For an order value below EUR 100.00, a flat rate shipment cost of EUR 15.00 will be charged.
5.3 The risk of accidental loss and accidental deterioration will transfer to the Customer upon handover of the goods to the person, company or institution entrusted with execution of the shipment; in the case of contracts for work, transfer of the risk will take place after acceptance of the work in question. If the customer does not require an acceptance procedure, the delivery of the work will be deemed to have been accepted when 10 days have elapsed since the written notification of completion.
5.4 If the customer delays in accepting delivery, or if it culpably breaches other duties to cooperate, HÄFELE will be entitled to demand compensation for losses suffered as a result. This will not affect statutory damages claims.
6. Reservation of title
6.1 HÄFELE reserves title to all goods until payment of all receivables arising out of the existing business relationship with the Customer.
6.2 Processing or remodelling of the goods by the Customer will in all cases be undertaken on behalf of HÄFELE. If the goods are inseparably incorporated, combined or processed with other items not belonging to HÄFELE, HÄFELE will acquire joint ownership to the new goods in the ratio of the value of the goods to the other items processed at the time of the incorporation, combination or processing. The same will apply in the event that the Customer's items are deemed to be the primary item. The Customer will safeguard the resulting joint ownership on behalf of HÄFELE without charge.
6.3 The Customer is entitled to sell on the item purchased during the normal course of business, provided it meets its obligations arising out of its business relationship with HÄFELE in good time; however, it hereby assigns to HÄFELE all receivables accruing to it from the onward sale, in the amount of the final invoice amount (including value added tax) of our claim, regardless of whether the goods have been sold on unprocessed after processing. HÄFELE hereby accepts the assignment. The customer will retain authority to collect the receivable in question even after such assignment. This will not affect HÄFELE's authority to collect the receivable itself; however, HÄFELE undertakes not to collect the receivable for as long as the Customer meets its payment obligation, has not defaulted in payment and no application to institute insolvency proceedings has been made. If requested, the Customer must declare the assignment to its own customers and provide HÄFELE with all the information (list of receivables due to HÄFELE including the name and address of the customer, amount of the individual receivables, invoice date, etc.) and also transmit documents that HÄFELE requires in order to assert its rights.
6.4 In the event that the Customer behaves in breach of contract, in particular in the event of payment default, or following an application to institute insolvency proceedings in relation to the Customer’s assets, HÄFELE will be entitled to withdraw from the contract and to demand the immediate return of the goods.
6.5 If the goods are attached or otherwise claimed by third parties, the Customer must notify HÄFELE immediately and also confirm HÄFELE’s title both to HÄFELE and the third parties in question. The Customer will be obliged to support HÄFELE in the assertion of its title.
6.6 The Customer undertakes to treat the goods with care; it is also obliged in particular to adequately insure them against theft, breakage, fire and water damage, at their original value, at its own expense. It hereby irrevocably assigns to HÄFELE its claims for compensation against the insurance company or other liable parties as a result of losses of the type referred to in sentence 1, in the amount of HÄFELE’s receivables. HÄFELE hereby accepts the assignment.
6.7 HÄFELE undertakes to release the collateral due to it, at the Customer’s request, to the extent that the realizable value of the collateral exceeds the receivables to be secured by more than 10 %. HÄFELE will be responsible for selecting the collateral to be released.
7.1 The Customer must submit an immediate written complaint regarding material defects that come to light, no later than 1 week following receipt of the goods. The Customer must submit an immediate written complaint regarding other material defects as soon as they are discovered. Receipt of the complaint by HÄFELE will be decisive in determining timeliness. If a complaint is submitted late, no claims may be made in relation to the material defect in question.
7.2 If there is a material defect, HÄFELE will be entitled to opt either to remedy the defect or to undertake a replacement supply. To this end, the Customer must give HÄFELE the necessary time and opportunity to undertake all the remedial work or replacement supplies that it deems necessary. If the Customer fails to fulfil this obligation, HÄFELE will be released from liability for the resulting consequences.
7.3 Following subsequent performance that has failed or whose acceptance has been refused, the Customer may withdraw from the contract in accordance with the statutory provisions. However, in the case of a merely minor defect, the Customer will be entitled only to a reduction in the agreed price. The Customer will otherwise have no right to a reduction in the price.
7.4 No further claims may be made, unless indicated otherwise under No. 8
7.5 Claims in relation to material defects will become barred by statute 12 months after delivery of the goods to the Customer. This will not affect either claims according to No. 8 or the statutory provisions relating to claims for return by third parties (Section 438(1) No 1 BGB [German Civil Code]), claims for buildings and items used for buildings (Section 438(1) No 2 BGB), claims made in connection with recourse claims according to Section 479(1) BGB and in connection with structural defects (Section 634a(1) BGB).
8. Damages claims
8.1 HÄFELE will be liable, in accordance with the statutory provisions, in the event of intent and gross negligence, of negligent or intentional action causing loss of life, physical injury and health impairment, according to the provisions of the Produkthaftungsgesetz [German Product Liability Act] and in the event of defects that have been fraudulently withheld.
8.2 In the event of a breach of material contractual obligations, HÄFELE’s liability will the restricted to the predictable losses that are typical for this type of contract, provided there has been no gross negligence or intent, or where liability exists for action causing loss of life, physical injury or health impairment, or where a guarantee of quality has been accepted.
8.3 No further damages claims may be made.
9.1 Based on the current state of the art, the absolutely flawless production of software, in particular complex software systems, is not possible, or else is not possible subject to reasonable expenditure. The subject matter of the contract is a program that is fit for customary use or for the use provided for under the contract. The Customer will be responsible for checking whether the program functions meet its requirements or whether they interact within the selection it has made under its own responsibility.
9.2 If programs are installed on the purchaser’s own hardware, the customer itself will be responsible for the fact that the programs interact with its hardware.
9.3 The programs delivered to HÄFELE for its own use are protected by copyright. The Customer undertakes to use the programs in question exclusively on its own behalf or in connection with the contractual agreement concluded with it. The Customer may only copy the software, revise it, translate it or convert it from object code to source code, to the statutorily admissible extent (Sections 69a et seq. UrhG [German Copyright Act]). The Customer undertakes not to remove manufacturer details, in particular copyright details, or to alter these without HÄFELE's prior written approval. We reserve entitlement to all other rights to the software and the documentation, including copies.
9.4 If the scope of supply includes software, the Customer will be granted a non-exclusive, non-transferable right to use such software, including its documentation. It will be made available for use on the goods intended for the purpose, for the term set out in the provisions relating to the scope of supply. The grant of subsidiary licenses will be inadmissible.
No information originating from HÄFELE may be disclosed to third parties, while and insofar as such information is not demonstrably within the public domain or intended by HÄFELE for resale by the Customer, and it may only be made available within the Customer’s operation to those persons who must, of necessity, be called upon to use it and who are also bound by a non-disclosure obligation. HÄFELE reserves exclusive title to such information.
11. Place of performance, place of jurisdiction, governing law
11.1 The place of performance for deliveries by HÄFELE will be the place at which the goods are located, as intended, for shipment purposes. The place of performance will otherwise be HÄFELE's business headquarters.
11.2 If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes will be the Amtsgericht [local court] at HÄFELE’s business headquarters.
11.3 The law of the Federal Republic of Germany will govern all legal relations between the customer and HÄFELE, to the exclusion of international harmonized law, in particular the UN Convention on the International Sale of Goods.
Version: November 2015
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