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- General information, scope of application
(1) These General Terms and Conditions (GTCs) are a component of all our contracts relating to deliveries of goods and services. These GTCs apply to business dealings with entrepreneurs within the meaning of Article 14 BGB [German Civil Code], legal persons under public law and special funds under public law.
(2) For services (in the form of service or goods performances) which HACOTECH GmbH provides to the Customer, only the following conditions apply. Conditions that deviate from or conflict with these GTCs do not apply unless the Contractor has expressly agreed to their validity. The following conditions also apply if the Contractor or his representative performs the service without reservation in the knowledge that the Client's conditions conflict with or deviate from his own.
(3) These conditions also apply to all future performances until the new conditions come into force.
- Subject matter, scope of services
(1) The Contractor will perform, on behalf of the Client, service tasks and consultancy activities related to fibre-reinforced composites.
(2) The Contractor deals in fibre-reinforced composites.
- Offers and orders
(1) All offers made by the Contractor are non-binding, unless explicitly stated otherwise in the offer. Contracts or other binding agreements only come about upon a written order confirmation from the Contractor or by execution of the order. The Contractor reserves the right to make minor, technical deviations from the offer, even after acceptance of the offer.
- Delivery, shipping costs
(1) Delivery is ex works. The shipping costs are specified in the offer and can be requested for domestic and foreign shipment by sending an e-mail to the Contractor.
(2) The Contractor is entitled to make partial deliveries if they are reasonable for the Customer.
(3) Information regarding the estimated delivery date is not binding if the Contractor has not given a binding commitment in writing an individual basis.
(4) Claims for damages asserted by the Customer, which could be caused by a late delivery of the Contractor, are excluded.
(5) In the event of goods exported to countries outside Germany, export restrictions may apply and import duties may be incurred by the Customer. They vary in different customs areas. The Customer is responsible for ensuring the proper payment of the necessary duties and fees.
- Damage in transit, defects, warranty
(1) The Customer is obliged to examine the goods immediately upon delivery, both for damage and for obvious defects. Any possible damage must be reported to the deliverer immediately and a note must be made on the shipping documents.
(2) The deliveries and invoices of the Contractor shall be checked by the Customer without delay and any defects within the meaning of Articles 377, 378 HGB [German Commercial Code] and/or errors in the invoice shall be reported to the Contractor at once.
(3) Furthermore, the Customer must check the quality of the goods delivered by the Contractor immediately upon receipt of the goods and before their further processing and must report any defects to the Contractor without delay.
(4) In the event of any defects in the products delivered by the Contractor, the Contractor is entitled to supplementary performance -– at his discretion either through the remedying the defect or replacing it. If this fails, the Customer can reduce the remuneration or withdraw from the contract.
(5) The period of limitation for claims for defects is 12 months – calculated from the transfer of risk or delivery – unless, by law, a longer period of limitation exists or the Contractor has issued separate guarantees or service undertakings.
(6) For goods with expiry times, the expiry date on the packaging is the date on which the warranty expires.
(7) In order to prove the existence of the defect and adherence to the limitation period or guarantee period, the Contractor shall ask for the defective product and the associated invoice to be sent to him.
- Remuneration, payment terms
(1) Remuneration for the services is as specified in the contract; the price quoted does not include VAT, which must be paid. Subsequent changes to the order entitle the Contractor to adjust the remuneration accordingly. The Contractor further reserves the right to adjust the remuneration appropriately if cost reductions or cost increases occur after contract conclusion. The Contractor will provide evidence of this to the Customer on request.
(2) Quotations are not binding, unless expressly agreed otherwise.
(3) The services rendered will be invoiced on a monthly basis or after completion of the contract. Unless agreed otherwise in writing, payment must be effected in full within 30 days of receipt of the invoice without any deductions. In the event of late payment, the Contractor may demand default interest at the statutory rate. The assertion of further damages is not excluded.
(4) The Customer may only offset invoices issued by the Contractor against undisputed or legally established claims. The Customer is only authorised to exercise a right of retention if his counterclaim is based on the same purchase agreement.
- Retention of title
(1) The delivered goods (reserved goods) remain our property until all accounts receivable that are due to us from the Buyer now or in the future, including all balance claims from a current account, have been met. Insofar as the Buyer behaves contrary to the contract – in particular, if he has fallen behind with the payment of a claim – we have the right to withdraw from the contract, after having set a reasonable deadline for performance. The transport costs incurred for the return of the goods shall be borne by the Buyer. If we take back the reserved goods, this constitutes a withdrawal from the contract. If we seize the reserved goods, this also represents a withdrawal from the contract. We may recycle any reserved goods which we have taken back. The proceeds of the recovery will be offset against the amounts owed by the Buyer, after we have deducted a reasonable amount for the costs of recovery.
(2) The Buyer must treat the reserved goods with care. He must insure them adequately against fire, water and theft damage at his expense with the insured sum being adequate to cover the replacement value. If maintenance and inspection work is required, the Buyer must carry it out on time and at his own expense.
(3) The Buyer may use the reserved goods and resell them in the ordinary course of business, as long as he is not in default of payment. However, he may not pledge the reserved goods or assign them as security. The Buyer already assigns us, to the full extent and for reasons of security, the Buyer's claims for payment against his customers from any resale of the reserved goods as well as those claims of the Buyer's regarding the reserved goods that arise for other legal reasons vis-à-vis his customers or third parties (in particular claims resulting from tort and claims with regard to insurance benefits), including all balance claims from the current account. We hereby accept this assignment.
The Buyer may collect these claims assigned to us on his behalf and in our own name, as long as we do not revoke this authorisation. Our right to collect these claims ourselves is not affected by this; however, we will not assert the claims ourselves and will not revoke the direct debit authorisation as long as the Buyer duly meets his payment obligations.
Insofar as the Buyer behaves in breach of contract, however – in particular, if he has defaulted on the payment of a payment claim – we can demand from the Buyer that he notifies us of the assigned claims and the respective debtors, notifies the respective debtors of the assignment and hands over to us all the documents and provides us with all the information we need to assert the claims.
(4) Any processing or transformation of the reserved goods by the Buyer is always undertaken on our behalf. If the reserved goods are processed with other objects not belonging to us, then we shall acquire co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount including VAT) to the other items that were processed at the time of processing. In all other respects, the same applies to the new object that has been created by processing as applies to the reserved goods.
If the reserved goods are inseparably connected or mixed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount including VAT) to the other connected or mixed items at the time of combination or mixing. If the reserved goods are combined or mixed in such a way that the item of the Buyer is to be regarded as the main item, the Buyer and we hereby now agree that the Buyer transfers co-ownership of this item to us proportionally. We hereby accept this transfer.
The Buyer will safeguard for us the resulting sole ownership or co-ownership of an item.
(5) In the event of the seizure of the reserved goods by third parties or other interventions carried out by third parties, the Buyer must point out our ownership and must notify us immediately in writing in order that we may enforce our property rights. If the third party is unable to reimburse us for judicial or extrajudicial costs incurred with regard to this, the Buyer shall be liable for them.
(6) If the Buyer so requests, we are obliged to release the securities to which we are entitled, insofar as their realizable value exceeds the value of our outstanding claims against the Buyer by more than 10%. However, we may select the securities that are to be released.
(1) The Contractor is liable for damages and compensation for futile expenses within the meaning of Article 284 BGB (hereinafter "Damages") for breach of contractual or non-contractual obligations only
(a) in the case of intent or gross negligence,
(b) in the case of negligent or intentional injury to life, body or health,
(c) in the case of the negligent or intentional violation of essential contractual obligations,
(d) by reasons of mandatory liability under the Product Liability Act or
(e) due to other mandatory statutory liability.
(2) Compensation for the breach of essential contractual obligations, however, is limited to the contractually typical and foreseeable damage, unless it is a matter of intent or gross negligence, or liability exists on account of injury to life, limb or health or the assumption of a guarantee of quality.
(3) Any change in the burden of proof to the disadvantage of the Customer is not connected with the above provisions.
- Limitation of liability for damage caused by the product
(1) The Contractor is not liable for material damage caused by the goods after their delivery. The Contractor is also not liable for damage to products manufactured by the Customer or to products of which the Customer's products form a part.
(2) If the Contractor is held liable by third parties for such damage, the Customer undertakes to indemnify the Contractor against such claims. If a claim for damages, as described above, is asserted by a third party against one of the Parties to the Contract, the party undertakes to inform the other party in writing thereof.
- Data protection, confidentiality
(1) The Contractor undertakes to treat the personal data of the Customer confidentially in accordance with the data protection regulations.
(2) Upon conclusion of the contract, the Customer agrees that the Contractor shall gather data on the commencement, development and eventual termination of the business relationship and shall transmit this data to third parties charged by him with the task of data processing.
(3) Furthermore, the Customer agrees that his data will be forwarded to a supplier of the Contractor for the purpose of delivering the goods.
- Force majeure
(1) In cases of force majeure or other disturbances for which the Contractor is not to blame, e.g. war, terrorist attacks, industrial action, the agreed delivery times shall be extended accordingly.
(2) Furthermore, in the event that the Contractor is prevented from providing the service for more than five days due to the circumstances referred to in paragraph 10 (1), the Contractor shall be entitled to withdraw from the contract. Services rendered by the Contractor up to the point of the withdrawal must be remunerated.
(3) Claims for damages asserted by the Customer on account of the circumstances mentioned in clause 10 (1) are excluded.
(1) The Customer or the Contractor may terminate a contract without notice for good cause if the other party does not fulfil his contractual obligations after a reasonable period of grace has been granted. In the case of an insignificant breach of contract, termination is excluded.
(2) In the event of termination by the Customer, the Customer is obliged to pay the agreed remuneration in accordance with the statutory provisions.
- Place of performance and court of jurisdiction
(1) The place of performance for all obligations arising from the contractual relationship is Hamburg. With respect to businesspeople and legal persons under public law, the court of jurisdiction shall, as agreed, be Hamburg. However, the Contractor reserves the right to file a suit at the seat of the Customer's main office.
- Other provisions
(1) All legal relationships between the Contractor and the Customer are subject solely to German law excluding the conflict of laws.
(2) Amendments or additions to this contract must be in writing.
(3) Should one or more provisions of these GTCs be ineffective, this does not render the entire contract ineffective. The ineffective provision will be replaced by the relevant statutory provision.