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Hummel-Formen GmbH - Daimlerstr. 9-13, 73252 Lenningen Tel.: ++49 (0) 7026/9310-0, Fax: ++49 (0)7026/9310-40 E-Mail: info@hummel-formen.de |
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| PRODUCT AND PROCESS DEVELOPMENT | |||
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| TOOL AND MOULD MANUFACTURING | |||
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| SUBCONTRACTING | |||
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| PRODUCT RANGE | |||
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| COMPANY PROFILE | |||
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| CONTACT | |||
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| VIRTUAL TOUR | |||
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General Business Terms
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| 1 | Application | |
| 1.1 | These general delivery and payment terms are to apply to all our contracts, deliveries and other performances. They are not to apply to contracts with consumers. Contrary or differing conditions of the customer not being formally recognised by us in written are without obligation for us even if not expressly contradicted. | |
| 1.2 | These terms are base of all future performances and deliveries even if their inclusion is not expressly agreed once more. | |
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| 2 | Offer and Orders | |
| 2.1 | All our offers are subject to alteration. Contracts and other agreements are binding only by our written confirmation. | |
| 2.2 | The data, drawings, sketches, technical data, weight-, measure- and performance descriptions contained in our prospects, catalogues, circular letters, advertisements, price lists or in the documents related to the offer are subject to alteration unless not expressly declared as binding in our order confirmation. | |
| 2.3 | All property and copyrights for the offer and the joined documents in the sense of 2.2 remain with us. They must neither be transferred nor published nor duplicated nor used for another than the agreed purpose without our prior written consent. | |
| 2.4 | Collateral covenant, reservation, modifications, oral guarantees or supplements of this contract require our written confirmation to be valid. | |
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| 3 | Delivery Times and Delays, Acts of God | |
| 3.1 | The delivery time indicated in our offer or order confirmation is fundamentally not binding. We endeavour to keep the given delivery times but we cannot guarantee for them. Delivery times are only binding if they are declared so in our offer or order confirmation. | |
| 3.2 | Delays in delivery due to modification requirements of the customer regarding the original order are chargeable to him. This is also to apply if the customer does not or not in time perform his obligation to supply data in the agreed form or if the supplied data are inadequate and have to be reworked. If this results in a stop of the production we are entitled to claim the arising costs due to idle times. | |
| 3.3 | In case of Acts of God and others unforeseen, extraordinary and without one's fault circumstances as for example difficulties in obtaining material, shutdowns, strike, lock-out, lack of conveyance, official interventions, difficulties in the electric power supply etc., also if arising with suppliers, the delivery time is extended in a reasonable scale if we are prevented from a timely fulfilment of our of our obligation. | |
| 3.4 | If the delivery or performance, due to such circumstances becomes impossible or unreasonable we are released of our delivery obligation. Provided that the delivery delay lasts more than two months the customer is entitled to withdraw from the contract. The customer may also withdraw earlier if the delay is unreasonable for him. | |
| 3.5 | If the delivery time is extended due to acts of God or if we are released from our delivery obligation the customer cannot infer claims for reimbursement from this. We can only refer to the mentioned circumstances if we notify our customer immediately of them. | |
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| 4 | Prices, Freight | |
| 4.1 | Our prices are net prices. The VAT in the legal amount and valid at a time has to be added. They will be invoiced plus. The prices are intended ex works and do not include costs of freight, unloading, transportation and installation. | |
| 4.2 | We expressly reserve our right to refuse bills of exchange. Checks and re-discountable bills are only accepted for payment without guarantee for correct presentment or protest. Customer has to bear the discount charges for given bills of exchange and eventual monetary loss. Bills of exchange and checks are credited under condition of the receipt of the expenses with value of the date at which we are able to dispose of the equivalent. | |
| 4.3 | If the payment of the customer is receipted with delay we are entitled to claim annual interest from the day of maturity up to 8% above the basic interest if the customer is a trader. If the customer is in default of payment we are entitled to charge interest up to the amount of the respective bank interests for overdraft interest but at least 8 percent above the basic interest if the customer is a trader. We reserve the right to recover further arising costs for financing and other losses due to the delay of the customer. | |
| 4.4 | In the case of default of payment we are entitled to withhold the delivery. The customer is not entitled to withhold or to set off unless the counterclaims are recognised by us ore with the force of law. | |
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| 5 | Reserve of Property | |
| 5.1 | All delivered products remain our property until the complete payment - in case of payment by bill of exchange or cheque until the cashing and freedom of recourse - of all entitled debts founded of the business relation with the customer. | |
| 5.2 | Customer is entitled to resale the products in an ordinary course of trade as far as he is not in default of payment. He is not authorised to extraordinary decrees as pawning or chattel mortgage to third parties. In the case of a resale customer assigns to us already now as a precaution the claims arising out of the resale against his clients and other claims inclusive all balance debts out of current account together with all secondary rights. Customer is entitled to collect the assigned claims. The collection authorisation will expire if the customer suspends payment, files for insolvency or starts the insolvency proceedings, with an out of court procedure or for any other case of asset. In this case we are entitled to claim that the customer announces to us the assigned claims and their debtors, gives all information necessary for the collection of the debts, hands out all documents belonging to them and notifies the debtor of the assignment. | |
| 5.3 | It is prohibited to the customer to decree about the resale of the claim by chattel mortgage or release of covenant also by the way of claim sale without our prior written consent. | |
| 5.4 | We commit ourselves to retransfer or to release the securities on demand of the customer if the value of the transferred securities exceeds our claims in total more than 20%. | |
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| 6 | Passing of Risk and Acceptance | |
| 6.1 | The product has to be inspected and accepted after completion of the work if this was agreed by contract. This is to apply also on complete partial performances. | |
| 6.2 | With the acceptance the risk is passed onto the customer. | |
| 6.3 | If the customer is late for acceptance the risk is passing onto him at the moment of the delay. The same is to apply if an agreed installation is interrupted due to reasons of customer's responsibility and if we handed over the up to then effectuated work in a consensual way to the customer. | |
| 6.4 | As far as no acceptance is required or agreed the risk will pass onto the customer at the latest with the shipment of the goods and in fact even if there are partial deliveries or if we accepted further performances as per example the shipment costs or transportation and installation. | |
| 6.5 | On customer's demand we will insure the shipment at his costs against theft, breakage, transport, fire or water damages as well as other insurable risks. | |
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| 7 | Warranty and Compensation | |
| 7.1 | We warrant the quality of the construction and the workmanship for 12 months from the day of delivery, for multiple-shift operations for six months, in that way that any part becoming unusable or defective during this period due to defective material or inadequate workmanship will be replaced by us as fast as possible and gratuitously or repaired appropriately. The express warranty does not apply to consumption parts and such damages caused at the customer by normal machine wear, moisture, strong warming up of the rooms, other temperature and climatic influences, improper treatment, brute force, overexertion and use of non-appropriate operational supplements or lubricants. Claims for additional fulfilment, compensation, abatement or withdrawal in the sense of §§ 437, 634 BGB because of obvious defaults expire with acceptance but at the latest if the customer does not notify them immediately, so within two weeks after the handing over. We will bear the costs necessary for the additional fulfilment; especially transport costs, mileage, work and material costs. But we can refuse the additional fulfilment sound our rights of § 275 BGB, par. 2 and 3 if the fulfilment is possible only with unreasonable costs. | |
| 7.2 | We may also deliver a replacement instead of touching up. If we deliver a replacement, we may require back warranty for the defective things from the customer according to §§ 346 to 348 BGB. If the touching up fails, if we refuse the replacement of if we don't deliver it within a reasonable period of time, the customer is entitled to decrease the remuneration or to withdraw from the contract. A touching up is considered as failed after the third vain attempt if there are not turning up other points especially regarding the nature of the matter or the default or the other circumstances. | |
| 7.3 | Insignificant, reasonable divergences in the dimensions and workmanship especially for repeated order do not entitle to objections unless the observance of dimensions and shades was expressly agreed. Technical improvements as well as necessary technical modification are also considered in accordance with the contract as far as they don't represent a deterioration of the value. | |
| 7.4 | If the customer dictates the use of a certain material or if he furnishes us the material that is to use, we are not reliable for any defect or damage arising thereof and therewith, either resulting on our product or leading to defects on the product that has to be manufactured. | |
| 7.5 | All claims for warranty will expire if the customer himself or by third carries out modifications or interventions on the product without our prior written authorisation. | |
| 7.6 | All damage claims of the customer arising from infringement of the obligations, delay, impossibility of performance, positive claim infringements, fault at conclusion of the contract, unauthorised action, and other legal reasons are excluded as far as the damages or the consequential damages, not arisen on the contractual subject itself, were not caused by premeditated action or gross negligence. This liability restriction applies also in the same extent for our vicarious agents and execution agents. | |
| 7.7 | Damage claims according to the law about the liability for defective products (ProdHaftG) are unaffected thereof. | |
| 7.8 | We are not entitled to refer to the above-mentioned restrictions of liability if we have concealed the defect in a malicious way or if we have accepted to warrant for the consistency of the product. | |
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| 8 | Copyright and Property rights | |
| 8.1 | Copyrights and property rights on engineering drawings, 3D-tool data, CAM-data, electrodes, technological data as well as all other performances which could be protected by copyright remain with Hummel-Formen GmbH. | |
| 8.2 | The customer can obtain licenses and exploitation rights by a separate contract. | |
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| 9 | Interdiction of set-off | |
| Customer is only entitled to set off counter-claims against us with the payment of the agreed remuneration, if the counterclaim of the customer was either recognised by us or legally determined. Also retainers of the customer are excluded. | ||
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| 10 | Written Form | |
| Collateral covenants were not agreed. Modifications of this contract require the written form. This is applicable also for the revocation of this clause for written form. | ||
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| 11 | Solomon clauses | |
| If one ore more terms of this contract are or become ineffective this will not affect the effectiveness of the remaining terms of this contract. The parties commit themselves to consent in such a case to a new provision, approaching the commercial purpose of the invalid term as much as possible and which the parties would have agreed if they had known the nullity. | ||
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| 12 | Place of Jurisdiction and Applicable Law | |
| 12.1 | If the customer is a businessman, a legal person of the public right or the legal public special wealth the place of fulfilment of this contract and place of jurisdiction for any dispute arising out of the contractual relationship is the domicile of Hummel-Formen GmbH. | |
| 12.2 | Only the Law of Federal Republic of Germany excluding the UN-sales right is applicable for the contractual relationship between the parties. | |
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