General Terms of Sale GERNERAL TERMS AND CONDITIONS:
1. Customers, Contract Relationship
1.1. Our delivery and payment terms are valid for all our business connections, also when not specifically agreed on. By placing an order, the customer acknowledges our delivery and payment terms.
1.2. Possible differing terms of the subsequent conditions and /or legal terms, this especially referring to purchase conditions of customers, will only be regarded as obligatory if confirmed by Hager & Werken in writing.
1.3. By transmitting an order, the customer places a legally binding order. If the order is not explicitly and in advance confirmed, the delivery of the order obtains as order confirmation. Conveyance of rights and claims of the purchaser based on the purchase agreement requires confirmation of Hager & Werken in writing,
1.4. Delivery to new customers or potential customers will only take place after submission and approval of a credit application by HW. HW reserves the right to refuse orders if a new customer or a potential customer does not meet our QM standards or the standards and requirements of our product range.
2. Conditions , Pricing and Minimum Quantities
2.1. All terms and conditions, such as items to be sold, pricing, and special offers, pictures and texts are subject to change without notice and supercede all previous expressed terms and conditions at the time the customer’s purchase order is placed.
2.2. All prices in our price list are net prices in EURO, ex works Duisburg according to incoterms 2010, Germany unless expressly indicated otherwise. Legal VAT valid at the time of shipment will be added to the net pricing.
2.3. Should HW mention sales prices in any of its price lists or printed matters, these are in principle sales prices and legal VAT has to be added.
2.4. A minimum order size of EURO 250 will be required on all domestic orders. A minimum volume for order size of Euro 500 will be required on all foreign orders. The order value is based on HW’s net purchase prices.
3. Shipment, Transportation and Packing
3.1. The shipment of the products will always be transferred from our headquarters in Duisburg, Germany. All delivery dates indicated by HW are on a non-obligation basis. Partial shipments will be invoiced separately.
In the event that specific items are backordered, they will be delivered without reminder as soon as possible, unless otherwise specified by HW.
3.2. For new customers and in the case of foreign dealers, HW reserves the right of advance payment or to require an irrevocable letter of credit issued by a first-class German bank.
3.3. In the event that shipment of an order by HW is delayed due to force majeure (work stoppages, strikes, lockouts, government measures, late delivery from HW’s suppliers, etc.), time of delivery is extended according to the duration of the respective force majeure. Compensation for delayed delivery is excluded.
3.4. If any damages have occurred in transit, HW must be notified within 48 hours after receipt of the goods. In case of postal deliveries the “General Terms and Conditions for Postal Deliveries” are valid. Shipments outside of Germany are sent at the customer’s risk. With all shipments, the customer will be charged with the cost price of the packing material.
3.5. Deliveries are exclusively executed “ex works” Duisburg according to incoterms 2010.
4.1. All invoices are posted on the same day of shipment. Payment is required net 30 calendar days from date of invoice; a 2 % discount may be taken for payment within 14 calendar days. In the event that the customer does not pay within 30 days from date of issue of invoice, this is regarded as late payment without reminder or any other notice. In case such a late payment occurs, an annual interest rate of minimum 5 % above the respective valid basic interest rate of the European central bank will be charged by HW from due date.
Late customer payments are calculated in the following manner:
a. Additional Costs and expenses incurred by HW
b. Interest charges
c. Amount invoiced
HW reserves the right of claiming additional costs due to late payment.
4.2. We are not obliged to accept payments by check. If in special cases, we decide to accept payments by check or bills of exchange, discount charges or collection charges have to be covered by the purchaser.
5. Risk, HW Proprietary Rights
5.1. All risks of damage and loss are transferred to the buyer upon shipment. No credits will be issued for goods that were not received or damaged.
5.2. All shipped goods remain the property of HW until payment of the invoice is made regardless of any legal claim. The definition of payment is when customer payment is made in full and has been cleared in HW’s banking account, in case of partial payment until payment of the last interest rate has been cleared in HW’s banking account. The buyer agrees to have product insurance coverage against fire, theft, and water damage for those goods subject to HW property rights. In the case of claims made by any third parties against HW’s property rights, the customer must notify HW immediately.
5.3. The customer is entitled to re-sell or to otherwise dispose of the goods provided that the terms and conditions of HW are met and that full payment has been made. In the event that the customer has not made full payment, the customer transfers all claims resulting from the resale, including all eventual securities, to HW. In that case, the customer is legally obligated to provide all information and documents necessary for collection to HW and to inform its customer about the transfer in favor of Hager & Werken.
5.4. The mortgaging (as security) of the transfer of goods subject to proviso to a third party is excluded. The customer has to legally make clear the outstanding property rights of HW in case of attachment and to inform HW immediately.
6. Credits, Product Returns
6.1. Compensation is only admissible based upon uncontested and legally valid claims. Withholding of any invoiced amount due is not permitted. Exceeding of due date of payment is automatically regarded as late payment.
6.2. Unless otherwise prescribed, returning of the goods for crediting is subject to HW’s written approval to be issued by HW prior to return. Any authorized product sent back for credit will be assessed a 10 % restocking fee based on the net value of the product. Credits will be issued into the customer’s next account.
7. Complaints, Exchanges, Warranty Claims and Return of Goods
7.1. Any claim of a defective product must be made, in writing immediately upon receipt of product, identifying the invoice number and specifying the complaint.
7.2. HW guarantees a delivery of products under good manufacturing practices, and sells only new and quality-assured products under strict CE Medical Device Listing mandates. Warranty starts from the date of delivery and expires 12 months after delivery. Excluded from the warranty are faults and/or defects due to operational wear, useable wear, improper use, operational faults, careless use, connection to unsuitable power sources, operation with inadequate power supply and force majeure. In case of a justified complaint, HW reserves the right to correct the product defect, to provide a replacement or to lower the purchase price. The right for alteration of the purchase contract does only result from HW having corrected the product defect twice without success.
7.3. Sales return categorically is only accepted after consent of the responsible person of HW. This also is valid for end consumers. For sales returns not formerly agreed on with one of our staff members, we reserve the right to not accept the goods.
8. Place of Performance, Venue, Miscellaneous Agreements
8.1. The legal jurisdiction of any disputes arising hereunder will be settled before a court of law in Duisburg, Germany according to German law. Explicitly excluded are the provisions of the International Private Law.
8.2. In the event that an individual caveat of these General Terms and Conditions should become void or invalid, the legal caveats of the all other Terms and Conditions shall remain in effect and in full force.
8.3 The customer confirms and accepts that data provided for business reasons is used by HW for business interests within the legal scope of data protection acts. At the same time, every customer has the right to require at any time information about the stored data concerning his company or person. This includes information about the data’s origin, recipients and the reason for processing. Inquiries should be addressed to our given address in writing or by email. Additionally, such inquiries can be sent to our data protection officer using firstname.lastname@example.org.
Duisburg, 2. April 2014