General commercial and delivery terms and conditions
Our offers, sales, deliveries, and calculations are subject to the following conditions and to our prices that are valid on the date of delivery, which we reserve the right to change at any time. Deviations or conflicting conditions of purchase shall apply only if we have expressly acknowledged them in writing.
Offers shall always be subject to change and non-binding. We reserve the right to make changes due to reasons of quality, material, design, safety, and printing errors. The declaration of acceptance and all purchase orders necessitate the legal validity of written or telecommunications confirmation by H&H Maschinenbau GmbH. This shall also apply to additions, amendments or ancillary agreements. The statutory sales tax applicable at the point in time at which the invoice is created shall always be added to all prices for domestic sales.
MACHINE orders shall only be regarded to have been accepted after, and ONLY according to, the written order confirmation or issue of an invoice to the contracting party.
4. Delivery period
Delivery dates or periods, which can be agreed bindingly or non-bindingly, shall be issued in writing. Partial deliveries shall be permissible. Articles that are not available on placement of a purchase order shall be automatically noted for subsequent delivery. Force majeure, operational disruptions, labor disputes, e.g. strike, lack of raw materials, war, official measures, fire, mobilization, confiscation, embargo, prohibition of currency transfer, insurrection, lack of means of transport, general lack of supplies, energy consumption restrictions, and other circumstances for which we are not responsible and which occur at our premises or our suppliers shall release us from adhering to agreed delivery periods and also entitle us to cease further deliveries without subsequent delivery obligations and without granting compensation. Under no circumstances can we recognize any claims arising from a delay or inability to deliver caused by our sub-supplier. If shipping is delayed at the request of the orderer, it shall be invoiced for the costs incurred due to storage, beginning one month following the notification of readiness for shipping, in the event of storage at the supplier's plant, but at least 0.5% and at most 10% of the gross invoice amount for each month. However, the supplier shall be entitled to dispose of the object of delivery in another manner after the setting and unsuccessful expiry of a reasonable period of time and to supply the orderer within a reasonable, extended period of time. Adherence to the delivery period necessitates the orderer's fulfilment of its contractual obligations. If a down payment has been agreed, this shall be paid prior to the start of fabrication, and the delivery period shall only commence on receipt of the down payment.
All deliveries shall be made at the orderer's risk. Delivery shall generally be carried out exclusively EX-WORKS plus transport costs. Packaging costs shall always be borne by the orderer. The client shall bear the risk even if freight-free delivery has been agreed. Unless otherwise agreed, acceptance tests shall take place at the supplier's plant during normal working hours. If no special provision concerning the technical details is agreed, the general practice existing at the supplier's plant shall apply to the tests.
Export shipments shall be carried out EX-WORKS, unpackaged. Packaging costs shall always be borne by the purchaser. Crate or seaworthy packaging = closed wooden box shall always additionally be at the purchaser's expense.
In addition to item 7 (Payment), an irrevocable letter of credit shall also be permissible for all export transactions. All bank charges shall be at the expense of the orderer or purchaser.
Within 10 days after the invoice date net cash, following a positive creditworthiness check only. Generally by prepayment with down payment on ordering. No other deductions shall be recognized and shall be subsequently demanded in each case. Differences arising from payments shall also be subsequently demanded by us irrespective of reason. Justified discounts shall be expressly recognized with a credit note.
In the event of default, we reserve the right to charge default interest in the amount of the usual bank interest as well as an additional flat-rate processing fee of at least 10.00 EUROS. All of our claims shall become due immediately if the terms of payment are not adhered to or if we become aware of circumstances which, according to our due judgement, cast doubt on the creditworthiness of the orderer. We shall then also be entitled, without prejudice to further legal rights, to carry out outstanding deliveries only subject to advance payment or cash on delivery or to demand damages for non-performance. In the event of default of more than 2 weeks, all claims on the part the supplier shall become due for payment immediately.
9. Retention of titleAll supplied goods shall remain our property until full payment has been received. Until all claims have been paid, the orderer or recipient shall not either mortgage the goods delivered to it or assign them by way of security. If our property is endangered, the orderer and recipient shall be obliged to notify us immediately. The orderer shall bear the costs for intervention and the return of the goods. If the goods are intended for resale, the orderer shall also undertake to assert this retention of title vis-à-vis its customer in our favor until full payment has been received. The claim arising due to resale shall be regarded as assigned to us in the amount of our claim at the point in time that it occurs. On receipt of such a claim, the proceeds shall be transferred to us immediately or administered as our property until the due date.
At our request, the orderer shall be obliged to notify its customer of this assignment and to submit to us the information and documents required to assert our claims. Balancing and balance acknowledgment shall not affect this reservation of title. In the event of deliveries abroad, the orderer or purchaser shall respect the supplier's rights of retention of title and, if necessary, obtain similar security rights to the supplied goods. The orderer or purchaser shall bear all of the costs incurred by us due to repossession on the basis of the reserved property.
We provide a warranty to the effect that our products are free of defects, for a period of one year for new machines or 6 months for used machines. We do this by replacing justifiably rejected parts free of charge after they have been freely sent in, complete with a description of the fault and the specification of the machine number as well as a copy of the invoice.
Advance exchange shall be excluded. Replaced parts shall become the property of H&H Maschinenbau GmbH. Exceptions to this shall be motors and third-party makes, to which the warranty of the respective supplier plant shall apply (usually 6 months). We shall NOT undertake to provide any warranty for:
- All H&H Maschinenbau GmbH consumables and wear parts for thermo - hotmelt processing machines and premelters, e.g. application elements, stirring rollers, silicone rollers, etc.
- All H&H Maschinenbau GmbH consumables and wear parts for shoe polishing machines, e.g. cleaning brushes, polishing brushes, round belts, etc.
We shall only be liable for defects in such a way that we repair or replace free of charge all those parts that have occurred as a result of faulty design or faulty execution. Damage attributable to normal wear and tear and overloading, improper application or use, unsuitable or improper use, incorrect assembly, lack of care, incorrect maintenance, incorrect installation, modifications and repairs not approved by the supplier, unsuitable operating materials, replacement materials, incorrect construction work, unsuitable foundations, chemical, electrochemical or electrical influences, insofar as they are not the fault of the supplier, and failure to observe operating instructions shall be excluded from the warranty. Our warranty obligation shall expire if the supplied item has been modified by a third party or has been used in combinations not approved by us with third-party parts or assemblies and the damage is causally related to this. Further rights on the part the orderer and recipient, particularly any right to compensation for damage that has not occurred on the supplied item itself, shall be excluded. No liability shall be accepted for consequential damage arising from the use of the products. The warranty period shall commence on the day on which the supplied item leaves the plant. If shipping, installation or commissioning are delayed through no fault of the supplier, liability shall expire 12 months after leaving the supplier's plant at the latest. The supplier's warranty obligation shall not extend to defects arising due to materials, parts or assemblies supplied by the orderer or due to a design requested by the orderer.
Notifications of defects of any kind shall be submitted to us in writing within 8 days of receipt by the orderer or recipient, specifying the invoice number. The rejected goods may only be returned with our express prior consent. We shall rectify justified defects either by repair or replacement at our discretion. Subject to agreement with the supplier, the orderer or recipient shall give the supplier reasonable time and opportunity to carry out all repairs and replacement deliveries which the supplier considers necessary; otherwise, the supplier shall be released from any liability for defects. The return or exchange of bindingly ordered and properly supplied goods shall not be possible without our express consent. Returns can only be processed if the invoice number and date are specified, and we shall reserve the right to charge 10% of the value of the goods as a processing fee. Only then can a credit note be issued for the calculated value. Goods that are more than 12 months older than the invoice date can no longer be accepted for credit or exchange. Special productions shall be excluded from exchange. It shall be regarded as expressly agreed that the supplier shall not be liable to pay compensation to the orderer or recipient for loss of profit or consequential damage.
In the event of withdrawal from the purchase contract due to reasons that are not our fault, 20% of the gross value of the goods shall become due as flat-rate compensation. Withdrawal from the purchase contract for special productions shall only be possible within 10 days after placing the order. The customer's right to prove less damage shall be reserved.
13. Offer, order, and design documents
Offers, orders, and design patterns, drafts, and drawings shall never be disclosed. We reserve the right of ownership and copyright. These types of documents and objects shall not be copied or made available to third parties without our consent and shall be returned on request.
14. Place of performance, legal venue, and legal system
- Minden shall be agreed as the place of performance for delivery and payment as well as the legal venue for contracts with merchants, legal entities under public law, and special funds under public law, with the proviso that H&H Maschinenbau GmbH shall also be entitled to institute legal proceedings at the location of the registered office or a branch of the purchaser.
- If the purchaser has no general legal venue in Germany or if it moves its domicile or usual place of residence outside of the scope of the Federal Republic of Germany after completing the contract, our registered office shall be the legal venue. This shall also apply if the domicile or usual place of residence of the purchaser are not known at the point in time at which legal proceedings are instituted.
- The law of the Federal Republic of Germany shall apply. The provisions of the UN Convention on Contracts for the International Sales of Goods shall not apply to the relationship between H&H Maschinenbau GmbH and the purchaser.
15. Severability clause
If one or more provisions of these terms and conditions or parts thereof are invalid, this shall not affect the validity of the remaining provisions. In this case, the contracting parties shall be obliged to cooperate in establishing a provision that corresponds most closely to the invalid provision in economic terms. The new provision to be established shall apply to previously concluded and future transactions.
All ancillary agreements and amendments shall require the written confirmation of both parties.