Terms and conditions B2B

General Terms and Conditions of Sale and Delivery of Hauck Retail GmbH

§ 1 General Provisions, Scope of Application

(1) These General Terms and Conditions of Sale (hereinafter referred to as "Terms and Conditions") apply to all our business relationships with our commercial customers (hereinafter referred to as the "Buyer"). These Terms and Conditions therefore apply only if the Buyer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB).

(2) These Terms and Conditions apply in particular to contracts for the sale and/or delivery of movable goods (hereinafter also referred to as "Goods"), regardless of whether we manufacture the Goods ourselves or purchase them from suppliers (Sections 433, 651 BGB). These Terms and Conditions, in their respective applicable version, also apply as a framework agreement to future contracts for the sale and/or delivery of movable goods with the same Buyer, without us having to refer to them again in each individual case. In such cases, we will immediately inform the Buyer of any changes to our Terms and Conditions.

(3) Our Terms and Conditions apply exclusively. Any deviating, conflicting or supplementary general terms and conditions of the Buyer shall only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement for consent applies in all cases, including, for example, if we deliver the Goods to the Buyer without reservation despite being aware of the Buyer's general terms and conditions.

(4) Individual agreements concluded with the Buyer in specific cases (including ancillary agreements, supplements and amendments) shall always take precedence over these Terms and Conditions. The content of such agreements shall be determined by a written contract or our written confirmation.

(5) Legally relevant declarations and notifications that the Buyer must submit to us after conclusion of the contract (e.g. setting deadlines, notifying defects, declaring withdrawal from the contract or requesting a price reduction) must be made in writing to be effective.

(6) References to the applicability of statutory provisions are for clarification purposes only. Such statutory provisions shall therefore apply even without such clarification, unless they are directly amended or expressly excluded by these Terms and Conditions.

§ 2 Conclusion of Contract

(1) Our offers are subject to change and non-binding. This also applies if we provide the Buyer with catalogues, technical documentation (e.g. drawings, plans, calculations, cost estimates, references to DIN standards), other product descriptions or documents, including in electronic form, to which we reserve ownership and copyright.

(2) The Buyer's order for Goods shall constitute a binding contractual offer.

(3) Acceptance may be declared either in writing (e.g. by an order confirmation) or by delivery of the Goods to the Buyer.

§ 3 Delivery Period and Delay in Delivery

(1) The delivery period shall be agreed individually or specified by us upon acceptance of the order. No guarantee is given for compliance with delivery times unless they have been expressly guaranteed as part of a fixed-date transaction.

(2) If we are unable to meet binding delivery deadlines for reasons beyond our control (unavailability of performance), we shall be entitled to withdraw from the contract in whole or in part. Any consideration already provided by the Buyer shall be refunded without delay. Unavailability of performance within this meaning includes, in particular, failure by our supplier to deliver to us on time, provided that we have concluded a corresponding covering transaction, neither we nor our supplier are at fault, or we are not obliged to procure the Goods in the individual case.

(3) The occurrence of a delay in delivery on our part shall be determined in accordance with the statutory provisions. In all cases, however, a reminder from the Buyer is required.

(4) The Buyer's rights pursuant to Section 8 of these Terms and Conditions and our statutory rights, particularly in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), shall remain unaffected.

§ 4 Delivery, Transfer of Risk, Acceptance, Default of Acceptance

(1) Delivery shall be made ex works, which shall also be the place of performance, but with insurance coverage. At the Buyer's request and expense, the Goods shall be shipped to another destination (sale involving shipment). Unless otherwise agreed, we shall be entitled to determine the method of shipment ourselves (in particular the transport company, shipping route and packaging).

(2) The risk of accidental loss and accidental deterioration of the Goods shall pass to the Buyer no later than upon handover. However, in the case of a sale involving shipment, the risk of accidental loss and accidental deterioration of the Goods, as well as the risk of delay, shall pass to the Buyer upon delivery of the Goods to the forwarding agent, carrier or other person or institution designated to carry out the shipment. If acceptance has been agreed, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions governing contracts for work and services shall apply accordingly to any agreed acceptance. Handover or acceptance shall be deemed equivalent if the Buyer is in default of acceptance.

(3) If the Buyer is in default of acceptance, fails to perform an act of cooperation or if our delivery is delayed for other reasons attributable to the Buyer, we shall be entitled to demand compensation for the resulting damage, including additional expenses (e.g. storage costs).

§ 5 Prices and Payment Terms

(1) Unless otherwise agreed in individual cases, our prices applicable at the time of conclusion of the contract shall apply, ex works, plus statutory value-added tax, excluding packaging, freight, postage, insurance, unloading or other ancillary services.

(2) In the case of a sale involving shipment (Section 4 (1)), the Buyer shall bear the transport costs from the warehouse and the costs of any transport insurance requested by the Buyer. Any customs duties, fees, taxes and other public charges shall be borne by the Buyer. We do not take back transport packaging or other packaging in accordance with the German Packaging Ordinance; such packaging becomes the property of the Buyer, with the exception of pallets.

(3) The purchase price shall be due and payable within 30 days of invoicing and delivery. If payment is made within 10 days of receipt of the invoice, a discount of 3% on the net amount shall be granted. For new customers, we shall be entitled to demand advance payments amounting to the invoice value for the first two orders.

(4) Upon expiry of the above payment period, the Buyer shall be in default. During the period of default, the purchase price shall bear interest at the applicable statutory default interest rate. We reserve the right to claim further damages caused by default. Section 353 of the German Commercial Code (HGB) shall remain unaffected.

(5) If the Buyer is more than 14 days in arrears with a payment due under a single delivery contract, or if there is a substantial deterioration in the Buyer's financial circumstances, the Seller shall have the following rights against the Buyer:

• Payment obligations of the Buyer arising from other ongoing delivery contracts shall become immediately due;

• The Seller shall be entitled to demand immediate advance payments for all deliveries;

• Where deliveries have not yet been made, the Buyer shall be obliged to make payment in advance;

• The Seller shall be entitled to withhold delivery of further orders until full payment has been received.

(6) The Buyer shall only be entitled to rights of set-off or retention insofar as their claim has been legally established by a final court decision or is undisputed. In the event of defects in the delivery, the Buyer's counter-rights pursuant to Section 7 of these Terms and Conditions shall remain unaffected.

(7) If, after conclusion of the contract, it becomes apparent that our claim to the purchase price is jeopardised by the Buyer's inability to pay (e.g. due to an application for the opening of insolvency proceedings), we shall be entitled, in accordance with the statutory provisions, to refuse performance and, if necessary after setting a deadline, to withdraw from the contract (Section 321 BGB). In the case of contracts for the manufacture of non-fungible goods (custom-made products), we may declare withdrawal immediately. The statutory provisions regarding circumstances in which setting a deadline is unnecessary shall remain unaffected.

§ 6 Retention of Title

(1) The delivered Goods (Goods subject to retention of title) shall remain our property until all claims to which we are currently or may in the future be entitled against the Buyer have been fulfilled, including all balance claims arising from current accounts. If the Buyer acts in breach of contract, particularly if they are in default of payment, we shall have the right to take back the Goods subject to retention of title after setting a reasonable deadline for performance. The Buyer shall bear the transport costs incurred in taking back the Goods. If we take back the Goods subject to retention of title, this shall constitute withdrawal from the contract. Seizure of the Goods subject to retention of title by us shall likewise constitute withdrawal from the contract. We may dispose of Goods subject to retention of title that we have taken back. The proceeds from such disposal shall be offset against the amounts owed to us by the Buyer after deduction of a reasonable amount for the costs of disposal.

(2) The Buyer must treat the Goods subject to retention of title with care. The Buyer must adequately insure them at their own expense against fire, water damage and theft at replacement value. If maintenance and inspection work becomes necessary, the Buyer must carry it out in good time at their own expense.

(3) The Buyer may use and resell the Goods subject to retention of title in the ordinary course of business, provided that they are not in default of payment. However, the Buyer may not pledge the Goods or transfer ownership of them by way of security. The Buyer hereby assigns to us, by way of security and in full, all claims for payment against their customers arising from the resale of the Goods subject to retention of title, as well as any claims relating to the Goods subject to retention of title arising against their customers or third parties on any other legal grounds (in particular claims arising from tort and claims for insurance benefits), including all balance claims arising from current accounts. We hereby accept this assignment.

The Buyer may collect the claims assigned to us in their own name and for their own account as long as we do not revoke this authorisation. Our right to collect these claims ourselves shall remain unaffected. However, we shall not assert the claims ourselves or revoke the collection authorisation as long as the Buyer duly fulfils their payment obligations.

If, however, the Buyer acts in breach of contract, particularly if they are in default of payment, we may demand that the Buyer disclose the assigned claims and the respective debtors, notify the respective debtors of the assignment, hand over all relevant documents and provide all information required for us to enforce the claims.

(4) In the event of seizure of the Goods subject to retention of title by third parties or other interference by third parties, the Buyer must point out our ownership and notify us immediately in writing so that we can enforce our ownership rights. If the third party is unable to reimburse the judicial or extrajudicial costs incurred by us in this connection, the Buyer shall be liable for these costs.

(5) At the Buyer's request, we shall be obliged to release securities to which we are entitled insofar as their realisable value exceeds the value of our outstanding claims by more than 10%. We shall, however, be entitled to select the securities to be released.

§ 7 Buyer's Claims for Defects

(1) The warranty period shall be one year from delivery or, where acceptance is required, from acceptance. Normal wear and tear and natural deterioration of components are excluded from the warranty.

(2) The delivered items must be carefully inspected immediately upon delivery to the Buyer or to a third party designated by the Buyer. With regard to obvious defects or other defects that would have been identifiable during an immediate and careful inspection, the delivered items shall be deemed approved by the Buyer unless we receive written notification of defects within seven working days of delivery. With regard to other defects, the delivered items shall be deemed approved by the Buyer unless we receive notification of defects within seven working days of the date on which the defect became apparent. If the defect could have been detected by the Buyer at an earlier point in time during normal use, this earlier point in time shall be decisive for the commencement of the notification period. At our request, a defective delivered item must be returned to us carriage paid. In the event of a justified complaint, we shall reimburse the costs of the least expensive shipping method. This shall not apply insofar as the costs increase because the delivered item is located somewhere other than its intended place of use.

(3) In the event of material defects in the delivered items, we shall initially be obliged and entitled, at our discretion to be exercised within a reasonable period, to repair the defect or deliver a replacement. In the event of two unsuccessful attempts at subsequent performance, i.e. impossibility, unreasonableness, refusal or unreasonable delay in repair or replacement delivery, the Buyer may withdraw from the contract or demand an appropriate reduction in the purchase price. Withdrawal shall only be permissible if the defect is substantial. A defect in the item shall only be considered substantial if the costs of repair amount to at least 10% of the net purchase price.

(4) The warranty shall lapse if the Buyer modifies the delivered item or has it modified by third parties without our consent and this makes remedying the defect impossible or unreasonably difficult. In any event, the Buyer shall bear the additional costs of remedying the defect resulting from such modification.

§ 8 Other Liability

(1) Unless otherwise provided in these Terms and Conditions, including the following provisions, we shall be liable for breaches of contractual and non-contractual obligations in accordance with the relevant statutory provisions.

(2) We shall be liable for damages, regardless of the legal grounds, in cases of intent and gross negligence. In cases of ordinary negligence, we shall only be liable:

a) for damages resulting from injury to life, body or health;

b) for damages resulting from the breach of a material contractual obligation (an obligation whose fulfilment is essential for the proper performance of the contract and on whose fulfilment the contractual partner regularly relies and may reasonably rely). In such cases, however, our liability shall be limited to compensation for foreseeable damage typically occurring. Indirect damages and consequential damages resulting from defects in the delivered item shall also only be compensable insofar as such damages are typically to be expected when the delivered item is used as intended.

(3) In the event of liability for negligence, our obligation to compensate for personal injury and property damage shall be limited to EUR 8,000,000.00 per claim, and for any resulting further financial losses to EUR 1,000,000.00 per claim (corresponding to the current coverage amount of the product liability insurance or liability insurance of the supplier), even if a material contractual obligation has been breached.

(4) The limitations of liability resulting from paragraphs 2 and 3 shall not apply insofar as we have fraudulently concealed a defect or have assumed a guarantee for the quality of the Goods. The same shall apply to claims by the Buyer under the German Product Liability Act.

§ 9 Limitation Period

(1) Notwithstanding Section 438 (1) No. 3 BGB, the general limitation period for claims arising from material defects and defects of title shall be one year from delivery. If acceptance has been agreed, the limitation period shall commence upon acceptance.

(2) The above limitation periods under sales law shall also apply to the Buyer's contractual and non-contractual claims for damages based on a defect in the Goods, unless application of the regular statutory limitation period (Sections 195, 199 BGB) would result in a shorter limitation period in the individual case. The limitation periods under the German Product Liability Act shall remain unaffected in all cases. Otherwise, only the statutory limitation periods shall apply to the Buyer's claims for damages pursuant to Section 8.

§ 10 Governing Law and Place of Jurisdiction

(1) These Terms and Conditions and all legal relationships between us and the Buyer shall be governed by the laws of the Federal Republic of Germany, excluding international uniform law, in particular the United Nations Convention on Contracts for the International Sale of Goods (CISG). The requirements and effects of retention of title pursuant to Section 6 shall be governed by the law of the respective location of the Goods insofar as the choice of German law is impermissible or ineffective under that law.

(2) The exclusive place of jurisdiction, including international jurisdiction, for all disputes arising directly or indirectly from the contractual relationship shall be the court having jurisdiction over our registered office in Sonnefeld near Coburg, Germany. However, we shall also be entitled to bring an action at the Buyer's general place of jurisdiction.