Heuft Thermo-Oel GmbH & Co. KG | Heuft Industry GmbH |
Heuft Service GmbH
WEHRER STRASSE 21, 56745 BELL
1. Scope of application/conclusion of contract
1.1 We place orders on the basis of our General Terms and Conditions of Procurement. Other terms and conditions shall not become an object of the contractual agreement, even in circumstances where we do not expressly contradict such other terms and conditions. Acceptance on our part of delivery/performance without express contradiction does not in any case constitute an assumption that we have accepted your terms and conditions of delivery. The present General Terms and Conditions of Procurement further apply to all future contractual relationships with you.
1.2 We will be entitled to revoke any order which you do not confirm in writing within 8 calendar days.
1.3 Only orders placed in writing are legally binding. Orders placed verbally or by telephone require subsequent written confirmation from us in order to be legally valid. The same applies in respect of side agreements and amendments to the contract. Orders and requisitions and amendments and supplements to orders and requisitions may also take place by electronic means. E-mails encrypted in accordance with the German Signatures Act shall be deemed to equate to the written form.
1.4 The contractual parties commit to treating all commercial and technical details not in the public domain of which they become aware through their business relations as business secrets. An equivalent duty shall be imposed on sub-contractors. In the event that one of the contractual partners becomes aware that an unauthorised third party has gained possession of a piece of information that considered to be confidential, said contractual partner shall notify the other contractual partner of such a circumstance without delay. We reserve ownership and copyright in diagrams, drawings, calculations and other documentation. Such diagrams, drawings, calculations and other documentation may not be made accessible to third parties without our express written consent. They may solely be used for manufacture on the basis of our order. Confidentiality shall be maintained vis-à-vis third parties in respect of such diagrams, drawings, calculations and other documentation.
1.5 Any general services agreements/fixed price agreements concluded between you and us shall take precedence. Such general services agreements/fixed price agreements shall be supplemented by the present General Terms and Conditions of Procurement insofar as necessary.
2. Prices, dispatch, packaging
2.1 Prices agreed are fixed prices and exclude subsequent claims of all types. The prices include costs of packaging and transport to the delivery address or point of use specified by us and costs of customs formalities and customs duties. The agreement on place of performance shall not be affected by the method of pricing. In the case of carriage forward delivery, we will only pay the most inexpensive freight costs unless we have specified a particular mode of shipment.
2.2 Our order number must be stated on dispatch notes, bills of lading, delivery notes and invoices and on all correspondence. You will be responsible for all consequences arising as a result of non-compliance with this requirement.
2.3 Dispatch takes place at your risk. You will thus bear the risk of impairment including risk of accidental destruction until delivery to the address or point of use specified by us.
2.4 Your duty to take back packaging is governed by statutory stipulations. The goods must be packed in such a way so as to avoid damage during transport. Packaging materials must only be used to the extent necessary for fulfilment of this purpose. Only environmentally friendly packaging materials may be deployed. Return of packaging requires separate agreement.
3. Issuing of invoices and payment
3.1 Invoices must be submitted separately together with all relevant documentation and data once performance/delivery has taken place. Improperly submitted invoices shall not be deemed to have been received by us until the point in time when they are corrected.
3.2 Payment shall take place in the normal commercial manner. In the absence of any agreement to the contrary, payment will be made within 14 calendar days at a cash discount of 3% or else strictly net payment will be rendered after 30 calendar days following delivery/performance and receipt of invoice.
3.3 Insofar as certifications regarding material inspections have been agreed, such certifications shall form a material component of the delivery and must be submitted to us 10 calendar days after receipt of invoice at the latest. The payment deadline shall commence on the date when the agreed certification is received.
3.4 In the event of erroneous delivery/performance, we shall be entitled to withhold payment proportionally until such time as correct fulfilment has taken place.
3.5 Rights to set off claims, rights of retention and the right to the defence of non-performance are accorded to us within the statutory scope. We shall in particular be entitled to withhold payments due for as long as we possess outstanding claims against you for incomplete or defective performance.
3.6 You are only entitled to set off claims or exercise a right of retention in respect of counterclaims that are established in law, recognised or undisputed.
4. Delivery date, delay in delivery, force majeure
4.1 Delivery dates agreed are binding. Compliance with the delivery date or delivery deadline is determined by arrival of the goods at the place of receipt or point of use specified by us or by timeliness of successful acceptance.
4.2 If you recognise that adherence to an agreed date is not possible for any reason whatsoever, you are required to act immediately in notifying us of such a circumstance and of the reasons and expected duration of the delay.
4.3 We shall have the right to assert statutory claims in the case of a delay in delivery.
4.4 In the event that an appropriate deadline set by us expires without fulfilment, we shall be entitled to act at our own discretion in choosing to require compensation in lieu of performance or to procure replacement from a third party. Claim for performance is excluded as soon as we have required compensation in lieu of performance.
5. Guarantee, warranty, product liability
5.1 You guarantee and provide an assurance that all deliveries/performances correspond to the latest status of technology, to the relevant legal provisions and to the regulations and policies of government authorities, employer’s liability insurance associations and professional associations.
5.2 Within the scope of your economic and technical capabilities, you commit to endeavour that environmentally friendly products and procedures are deployed for your deliveries/performances and for deliveries and ancillary performances provided by third parties. In respect of the environmental compatibility of products supplied and packaging materials, you will be liable for all consequential damages which are incurred as a result of breach of your statutory waste disposal obligations. You are required to hand over the respective safety data sheets applicable to each delivery together with the delivery. You indemnify us against recourse claims asserted by third parties in the event that you have not supplied the safety data sheets or are late in supplying the safety data sheets. The same applies in respect of all subsequent amendments.
5.3 We will act without delay in notifying you in writing of obvious defects to the delivery/performance as soon as such defects are ascertained within the scope of the regular course of business. Notwithstanding this, we will provide such notification within 5 calendar days of receipt of the delivery by us at the latest.
5.4 Upon receiving a request, you are required to act without delay and without cost to us including all ancillary costs to remedy defects to the delivery/performance notified during the warranty period, which include non-achievement of guaranteed data and the absence of properties assured, by providing subsequent performance or a new delivery. Following the expiry without fulfilment of an appropriate deadline set by us for subsequent performance or for a new delivery, statutory rights including withdrawal and reduction will be accorded to us.
5.5 In the event that you act culpably in failing to meet your warranty obligation within an appropriate deadline set by us, we may instigate or arrange for third parties to instigate necessary measures at your expense and risk and irrespective of your warranty obligation. In urgent cases and having consulted with you, we may provide subsequent performance ourselves or arrange for subsequent performance to be provided by a third party. Within the scope of our duty to avert or reduce damage, we may remedy minor defects ourselves without prior consultation and without prejudice to your warranty obligation. We may then charge the necessary expenditure to you. The same shall apply in the event of unusually high impending damages.
5.6 The warranty period shall be two years unless something to the contrary has been expressly agreed. The warranty period commences upon transfer of the object of delivery to us or to third parties stipulated by us at the place of receipt or point of use specified by us. In the case of equipment, machines and plants, the warranty period commences on the date of acceptance stated in our written declaration of acceptance. If acceptance is delayed for a reason which is not your fault, the warranty period will be two years after provision of the object of delivery for acceptance. The warranty period for replacement parts is two years after installation/commissioning and ends four years after delivery at the latest.
5.7 A warranty period in force is extended by the time of operational interruption in the case of delivery components which have been unable to remain operational during the investigation of a defect and/or during the remedy of a defect. The warranty period for repaired or newly supplied parts recommences upon completion of subsequent performance or, if an acceptance has been agreed, upon acceptance. Written application for acceptance must be made to us if necessary.
5.8 The warranty claim lapses six months after remedy of the notification of defect but not before the end of the warranty period.
5.9 If claims are asserted against us for breach of government safety regulations or on the basis of German or foreign product liability regulations or laws for faultiness of our product due to one of your goods, we will be entitled to obtain compensation from you for this damage on the first occasion on which such a request is made to the extent that it has been caused by products supplied by you. This damage further encompasses the costs of a precautionary recall measure. Insofar as possible and reasonable, we will notify you of the content and scope of recall measures to be carried out and will afford you an opportunity to respond. You will label the objects of delivery in such a way that they are permanently identifiable as your products. You are required to conduct relevant state-of-the-art quality assurance measures that are suitable in terms of their nature and scope and to furnish us with evidence of said quality assurance on request. You will conclude a relevant quality assurance agreement with us insofar as we deem this to be necessary. You will furthermore obtain insurance to an appropriate amount in respect of all risks arising from product liability including the risk of a product recall and shall make said insurance policy available for inspection by us upon receiving a request to do so.
6. Proprietary rights
6.1 You guarantee that all deliveries are unencumbered by proprietary rights of third parties and in particular that patents, licences or other proprietary rights of third parties are not infringed by usage and delivery of the goods.
6.2 You will indemnify us and our customers against claims asserted by third parties for any potential breaches of proprietary rights upon receipt of a first written request so to do and will also bear all costs incurred by us within this context.
6.3 We are entitled to act at your cost in seeking permission from the rightful owners for the usage of the objects of delivery and performances concerned.
7. Retention of title, free-issue parts, tools, confidentiality
7.1 We shall retain ownership in any free-issue parts we supply to you. Any processing or transformation takes place on our behalf. Insofar as our goods subject to retention of title are processed together with other objects not belonging to us, we will acquire co-ownership in the value of the new item thus created in the ratio of the value of our goods compared to other objects processed at the time when such processing took place.
7.2 Insofar as our free-issue parts are inseparably mixed together with other objects not belonging to us, we will acquire co-ownership in the value of the new item in the ratio of our goods subject to retention of title compared to other objects mixed at the time when such mixing took place. Insofar as mixing takes place in such a way so that your item is to be viewed as the main item, it is agreed that you will transfer co-ownership to us proportionately. You will keep the sole ownership or co-ownership in safe custody on our behalf.
7.3 We retain ownership of tools. You are required only to deploy the tools for the manufacture of goods ordered by us. You are required to insure tools belonging to us to their full replacement value against fire, water damage and theft and to bear the costs of such insurance. You are required to carry out any necessary maintenance and inspection works in a timely manner and at your own expense. You will notify us of any malfunctions without delay. Culpable failure to do so on your part shall be without prejudice to claims for compensation.
7.4 You are required to maintain strict confidentiality in respect of all diagrams, drawings, calculations and other documentation and information received. Such diagrams, drawings, calculations and other documentation and information may only be disclosed to third parties with our express consent. The duty to maintain confidentiality continues to apply after completion of this contract. It lapses if and to the extent that the manufacturing know-how contained within the diagrams, drawings, calculations and other documentation provided has entered the public domain.
8. Final provisions
8.1 Should individual provisions of the present General Terms and Conditions of Procurement be legally invalid, this shall be without prejudice to the validity of the remaining provisions herein contained.
8.2 You are not entitled to transfer the order or material parts of the order to third parties without our prior written consent.
8.3 Insofar as nothing to the contrary has been expressly agreed, place of fulfilment for the duty to provide delivery is the delivery address or point of use specified by us. Place of fulfilment for all other duties of both sides is Bell.
8.4 We will be entitled to withdraw from the contract in whole or in part in circumstances where you cease making payments, where a temporary insolvency administrator is appointed or where insolvency proceedings are opened in respect of your assets.
8.5 Place of jurisdiction is Mayen District Court if you are a Registered Trader within the meaning of German law. Notwithstanding this, we reserve the right to assert our claims at any other permissible place of jurisdiction.
8.6 The contract is further exclusively governed by the law of the Federal Republic of Germany.
