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Terms and Conditions

General Terms and Conditions of Heute + Comp. GmbH & Co.KG, Kaiserstraße 186 to 188, 42477 Radevormwald

As of 01.12.2018

I. General

  1. All our deliveries, services, or offers are made exclusively based on the following general terms and conditions. These apply exclusively. General terms and conditions of our contractual partner only apply insofar as we have expressly agreed to them.
  2. Our offers are non-binding and only binding for us if we have confirmed an order in writing. In particular, we are not bound to previous prices for new orders.
  3. Our delivery times are not fixed dates. They are generally only approximate and non-binding. Deviating agreements on a binding delivery time must be expressly made in writing. If we cannot meet a delivery date, we will inform the contractual partner immediately.
  4. Information about our goods is only approximate (technical data, etc.). They are not a guarantee of quality unless the guarantee is expressly and in writing.

II. Prices and Payment Terms:

  1. Unless otherwise agreed in writing, our prices are ex-works or delivery warehouse. The statutory VAT is not included in our prices; it is shown separately in the invoices.
  2. If the delivery is made more than three months after the conclusion of the contract, we are no longer bound to the agreed prices. In this case, we will agree on an adjustment of the prices with the contractual partner if our costs increase due to price increases from suppliers, etc.
  3. Payment is made net within 30 days of receipt of the goods. Discounts are only granted if expressly agreed. In the event of default in payment, we are entitled to charge interest at the statutory rate. Proof of higher default damage remains reserved.
  4. If the contractual partner is in arrears with a due payment in whole or in part, we are entitled to withdraw from the contract after the unsuccessful expiry of a set reasonable period. The right of withdrawal also exists if circumstances become known that are likely to reduce the creditworthiness of the buyer. If we withdraw, we are entitled to store the goods already delivered separately and have them collected. The contractual partner hereby declares his consent that the persons commissioned by us with the collection may enter and drive on the premises where the goods are located for this purpose.
  5. Rights of retention of the contractual partner based on another contractual relationship are excluded. Rights of retention of the contractual partner based on the same contractual relationship are also excluded if the counterclaim is disputed or not legally established or does not stand in a close synallagmatic relationship to our claim. The contractual partner is also not entitled to offset a counterclaim if this claim is disputed or not legally established or does not stand in a close synallagmatic relationship to our claim.

III. Delivery and Acceptance Obligation, Force Majeure:

  1. If a bindingly agreed delivery period is not met due to our own fault, our contractual partner is in any case obliged to set a reasonable grace period.
  2. If delivery is not possible because we are not supplied by our supplier without our own fault despite express contractual obligations, we are entitled to withdraw from the contract. In this case, we will inform the contractual partner immediately that the goods to be delivered are no longer available and will immediately refund any services already rendered.
  3. If the contractual partner does not fulfill his acceptance obligation despite a corresponding request within a reasonable period, we are – without prejudice to other rights – not bound to the provision on self-help sale but can sell the goods freely after prior notification of the customer. The assertion of further claims remains reserved.
  4. Events of force majeure entitle us to extend the delivery by the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part for the part not yet fulfilled. Force majeure includes strikes, lockouts, unforeseeable, unavoidable circumstances (unavoidable operational disruptions or transport delays or interruptions, unavoidable raw material or energy shortages) that make timely delivery impossible despite unreasonable efforts. This also applies if the aforementioned hindrances occur during a delay or with one of our sub-suppliers.

IV. Warranty Claims:

  1. The quality of the ordered goods is determined exclusively by the agreed technical delivery specifications. The risk of suitability for the intended use is borne by our contractual partner.
  2. The limitation period for claims of the contractual partner is 12 months from the transfer of risk; for intentional or fraudulent behavior and for claims under the Product Liability Act, the statutory periods apply. The supplementary performance does not restart the limitation period.
  3. To assert defects, the contractual partner must properly comply with the inspection and notification obligations in accordance with § 377 HGB. If the contractual partner or a person commissioned by him accepts the goods without reservation, subsequent complaints about the external condition, including quantity differences, are excluded. Other defects that were not recognizable to our contractual partner even with careful examination must be reported to us immediately in writing. Otherwise, the goods are considered approved as free of defects.
  4. If our contractual partner reports the defect in due time, we are entitled, at our discretion, to remedy the defect or deliver a replacement within a reasonable period, provided that the reported defect does not significantly impair the value or usability of the goods. If our contractual partner unjustifiably asserts a defect and we incur costs for error checks, repairs, or replacement deliveries, we are entitled to claim these costs from our contractual partner and to be reimbursed.
  5. Defect removal work by the contractual partner or by third parties commissioned by him is inadmissible without prior defect notification to us and voids the warranty unless our prior written consent is obtained.

V. Limitation of Liability:

  1. We are liable for intent or gross negligence on our part or that of our representatives or vicarious agents, as well as for culpably caused injury to life, body, and health according to the statutory provisions. In cases of gross negligence, our liability is limited to the foreseeable, contract-typical damage, unless another of the exceptions listed in sentence 1 or sentence 3 of this paragraph applies. Otherwise, we are only liable under the Product Liability Act for the culpable violation of essential contractual obligations or if the defect was fraudulently concealed or a guarantee for the quality of the delivery item was assumed. The claim for damages for the violation of essential contractual obligations is, however, limited to the foreseeable, contract-typical damage, unless another of the exceptions listed in sentence 1 or sentence 2 applies.
  2. The provisions of the preceding paragraph 1 apply to all claims for damages, regardless of the legal basis, in particular due to defects and the violation of obligations from the contractual relationship. They also apply to claims for reimbursement of futile expenses and any delay on our part. The above provisions do not involve a change in the burden of proof to the detriment of our contractual partner.

VI. Retention of Title:

  1. The delivery item remains our property until all claims against the contractual partner arising from the business relationship have been fulfilled.
  2. Our contractual partner is permitted to process or transform the delivery item. The processing is carried out for us. If we do not acquire ownership of the new goods according to the above, the parties agree that our contractual partner grants us co-ownership of the new goods in the ratio of the value of the delivery item belonging to us to the other processed goods at the time of processing. The above sentence applies accordingly in the case of the inseparable connection of the delivery item with goods not belonging to us. If we acquire ownership or co-ownership according to this paragraph, our contractual partner will store these for us with the care of a prudent businessman.
  3. In the event of the sale of the delivery item, our contractual partner hereby assigns his claim from the resale against his customer with all ancillary rights to us as security, without the need for any further special declaration. The assignment includes any balance claims. However, the assignment only applies to the amount of the price invoiced by us for the delivery item. The assigned claim portion is to be satisfied with priority.
  4. Our contractual partner is authorized to collect the claims resulting from the retention of title assigned to us until revoked. However, our contractual partner will immediately forward payments made on the assigned claim to us up to the amount of the secured claim. In the event of justified interests, in particular in the event of default in payment, cessation of payment, opening of insolvency proceedings, or justified indications of over-indebtedness or impending insolvency of our contractual partner, we are entitled to revoke the collection authorization. If there is a justified interest, we have the right to obtain the information and necessary documents from our contractual partner immediately to assert the aforementioned rights.
  5. During the existence of the retention of title, our contractual partner is prohibited from pledging or transferring ownership by way of security. In the event of seizure, confiscation, or other dispositions or interventions by third parties, our contractual partner must inform us immediately.
  6. If the realizable value of all security rights to which we are entitled exceeds the amount of all secured claims by more than 10%, we will release the corresponding part of the security rights at the request of our contractual partner.
  7. In the event of breaches of duty by our contractual partner, in particular in the event of default in payment, we are entitled to demand the return of the delivery item without setting a deadline and/or – if necessary after setting a deadline – to withdraw from the contract. In this case, our contractual partner is obliged to return the item immediately.

VII. Miscellaneous:

  1. Place of performance and jurisdiction is Radevormwald.
  2. Even for deliveries abroad, German law applies exclusively, excluding the application of the UN Sales Convention.
  3. If a provision of the above conditions or part thereof is invalid or incomplete, the validity of the remaining provisions is not affected.