General Terms and Conditions of Delivery and Business of Hinterdobler Fabrikations GmbH

  1. General, scope of application
    1. These General Terms and Conditions shall only apply if the buyer (hereinafter: customer) is an entrepreneur within the meaning of § 14 BGB (German Civil Code).
    2. All contracts concluded by Hinterdobler Fabrikations GmbH (hereinafter: HF) with entrepreneurs (in particular contracts for work and materials) shall be subject exclusively to the following General Terms and Conditions of Delivery and Business. HF shall not recognize any terms and conditions of the Buyer that deviate from these General Terms and Conditions of Delivery and Business, even if such terms and conditions are not expressly contradicted and the delivery is carried out without reservation.
    3. Within the framework of ongoing business relations with the customer, the following terms and conditions shall apply to all future contracts, even if they are legal transactions of a related nature.
    4. Individual agreements made in individual cases shall always take precedence over these GTC. Subject to proof to the contrary, the content of such agreements shall be governed by a written contract or confirmation from HF in text form.
  2. Offer, conclusion of contract
    1. The Buyer may submit a non-binding request for a quotation to the Seller by telephone, fax, e-mail, post or via the online contact form provided on the HF website.
    2. The contractual relationship shall only come into effect upon written order confirmation by HF and in accordance with its content. If no such confirmation is issued, the contractual relationship shall be established by actual delivery with the content of the mutual agreements in text form. The quality referred to in the order confirmation shall be deemed to have been agreed. Unless expressly stated in the order confirmation, HF shall not make any guarantee promises.
    3. The text of the contract shall not be saved by HF.
  3. Prices, terms of payment
    1. Unless expressly offered otherwise, all prices and price quotations are ex works, unpacked, uninsured, duty unpaid and excluding VAT. Any customs duties, fees, packaging and shipping costs, taxes and other public charges shall be borne by the buyer.
    2. If a significant change in the relevant price factors such as materials, raw material costs, wages and ancillary costs, energy costs or taxes occurs after conclusion of the contract, HF shall be entitled to increase the contractually agreed prices for services to be provided more than four months after conclusion of the contract accordingly. If the price change is more than 5%, the Buyer shall be entitled to withdraw from the contract in writing within 14 days of notification of the price increase.
    3. Unless otherwise agreed, payment for the respective delivery shall be due upon receipt of the goods and receipt of the invoice and shall be payable without deduction. Payment shall not be deemed to have been made until it has been credited to a bank account of HF and there is a possibility of disposal.
    4. The Buyer shall only be entitled to deduct a discount on the basis of an express written agreement if all payments to be claimed by HF – including any payments on account – are received by HF in full within the discount period.
    5. The Client shall be in default of payment if it fails to make payment no later than 30 days after the due date and receipt of the invoice or an equivalent request for payment. HF reserves the right to cause default at an earlier point in time by sending a reminder after the due date. Notwithstanding sentences 1 and 2, the Client shall also be in default if it has been agreed that the contractually owed price is to be paid by a specific date on the calendar and the Client fails to pay by this date at the latest.
    6. In the event of late payment, HF shall be entitled to charge interest on arrears at a rate of nine percentage points above the prime rate (Section 247 BGB). In addition, HF shall be entitled to withhold deliveries from all contracts with the Buyer until complete fulfillment. The Buyer may avert this right of retention by providing a directly enforceable and unlimited guarantee from a major German bank in the amount of all outstanding payments.
    7. After the fruitless expiry of a payment deadline set for the Buyer, HF may withdraw from all contracts that have not yet been executed. HF reserves the right to assert further claims for damages caused by default.
    8. The customer is only authorized to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.
  1. Delivery, transfer of risk, delivery date
    1. Unless otherwise contractually agreed, delivery shall be ex works HF (EXW, Incoterms 2010), excluding packaging, which shall be invoiced separately. In the case of a debt to be discharged and collected, the goods shall travel at the risk and expense of the customer.
    2. If the goods are dispatched to the customer at the customer’s request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch to the customer, at the latest when the goods leave the factory/warehouse, unless an obligation to be performed at the customer’s place of business has been agreed. The above shall also apply if an agreed partial delivery is made. The risk of accidental loss or accidental deterioration of the purchased goods shall pass to the customer beforehand if the customer is in default of acceptance or culpably violates other obligations to cooperate.
    3. The delivery period shall be agreed individually or specified by HF upon acceptance of the order.
    4. A contractually agreed delivery time shall commence on the date of the final order confirmation, but not before receipt of an agreed down payment due upon conclusion of the contract. Compliance with the delivery time/delivery date shall also be subject to the fulfillment of the contractual obligations of the customer; the right to object to non-fulfillment of the contract shall remain reserved. The delivery date shall be postponed if the customer subsequently requests changes and/or additions.
    5. Unless otherwise agreed, we are entitled to determine the type of shipment (in particular transport company, shipping route, packaging) ourselves.
    6. The delivery time shall be deemed to have been met if the goods to be delivered are ready for dispatch if the Buyer is obliged to collect them and the Buyer has been notified of this in text form or, if a sales shipment has been agreed, if the goods covered by the contract have left HF’s factory or warehouse by the time the delivery time expires.
    7. The customer’s claim to delivery of the goods shall be suspended until advance payments due for delivery have not been made or have not been made in full.
    8. If goods are sold on call, the Buyer shall make the call within a reasonable period of time. At HF’s request, the Buyer shall be obliged to set a binding call-off date in text form within 10 days. The call-off date may not be postponed more than three weeks after it has been set. If the deadline is not set or the call-off is not made within the aforementioned periods, HF shall be entitled to withdraw from the contract in whole or in part with a grace period of one week. The Buyer shall compensate HF for all damages incurred as a result of late specification or late call-off, in particular the costs of storing the goods.
    9. The delivery time shall be extended appropriately in the event of legal industrial action, in particular strikes and lock-outs in HF’s own company and, irrespective of the legality of industrial action in third-party companies, provided HF is not at fault for taking over, preventing or averting such action, and also in the event of unforeseen events, in particular shortages of raw materials or fuel, fire or traffic closures or force majeure, insofar as such obstacles can be proven to have an influence on the manufacturing or delivery of the delivery item and occur at HF, a subcontractor or sub-supplier or carrier and HF is not responsible for them, whereby HF’s liability for slight negligence shall be excluded. If the aforementioned events make it impossible for HF to provide the service, HF shall be entitled to withdraw from the contract.
  2. Notification of defects, liability for defects, exclusion of liability
    1. The customer must inspect the goods immediately after delivery and, if a defect is found, notify HF of the defect without delay.
    2. If the customer fails to notify us, the goods shall be deemed to have been approved, unless the defect was not recognizable during the inspection.
    3. If a defect is discovered later, notification must be made immediately after discovery; otherwise the goods shall be deemed to have been approved even with regard to this defect
    4. Unless HF has expressly assumed a guarantee for the quality of the work, any further liability for defects shall be excluded. This shall not apply to damages resulting from injury to life, limb or health caused by an intentional or negligent breach of duty by a legal representative or vicarious agent of HF. Furthermore, this shall not apply to other damage caused by an intentional or grossly negligent breach of duty by a legal representative or vicarious agent of HF. The exclusion of liability shall also not apply in the event of a breach of material contractual obligations. These shall be obligations that protect the Client’s legal positions which are essential to the contract and which the contract is intended to grant the Client according to its content and purpose. Essential contractual obligations shall also be those whose fulfillment is essential for the proper execution of the contract and on whose compliance the Client regularly relies and may rely.
    5. Claims for defects are subject to a limitation period of one year; the limitation period begins with the handover.
    6. Information on the right of withdrawal: Please note that our offer is aimed exclusively at entrepreneurs within the meaning of § 14 BGB. Therefore, there is no right of withdrawal for orders placed via this store. Sample orders are excluded from exchange and return.
  3. Retention of title
    1. The delivered goods shall remain the property of HF until the purchase price has been paid in full, including all ancillary claims, and until all other claims arising from the business relationship between HF and the Buyer have been paid. Until then, the Buyer shall not be entitled to pledge the goods to third parties or assign them as security. The Buyer shall store the goods subject to retention of title for HF free of charge.
    2. If the goods subject to retention of title are processed, combined or mixed with other goods by the Buyer, HF shall acquire co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title to the total item. The resulting co-ownership rights shall be deemed goods subject to retention of title within the meaning of Section 4.1. 6.1.
    3. The Buyer shall be entitled to sell the reserved goods in the ordinary course of business if it is not in default of payment of HF’s purchase price claims.
    4. The Buyer shall assign to HF at this point in time all claims against third parties arising from the resale of the goods subject to retention of title. If the reserved goods are sold after processing, combining or mixing, the assignment of the claim from the resale shall only apply up to the value of the reserved goods invoiced to the Buyer by HF. This shall also apply if the reserved goods are resold together with other goods that also do not belong to the Buyer.
    5. The Client shall be authorized to collect the claim even after the assignment. The direct debit authorization may be restricted by HF for legitimate reasons and revoked for good cause, in particular in the event of default in payment. HF may demand that the Buyer discloses the assigned claims and their debtors, provides all information necessary for collection, hands over the associated documents and discloses the assignment to its debtor.
    6. HF undertakes to release the securities to which it is entitled in accordance with the above provisions at its discretion at the request of the Buyer to the extent that their realizable value exceeds the claim to be secured by 20% or more.
    7. The customer undertakes to grant the persons commissioned with the utilization of the goods subject to retention of title the right to enter or drive onto the property or building on or in which the goods subject to retention of title are located in order to take possession of the goods subject to retention of title.
    8. The Client shall notify HF without delay of any seizure, execution or other interference by third parties affecting its property rights. The Buyer shall bear the costs of measures to eliminate third-party interference, in particular any intervention proceedings.
  4. Place of performance, place of jurisdiction, applicable law, severability clause
    1. The place of performance and place of jurisdiction for all disputes arising from any legal transaction to which these General Terms and Conditions of Delivery and Business apply shall be HF’s registered office. However, HF shall also be entitled to bring a legal dispute at the Client’s registered office.
    2. The legal relationship between HF and the Buyer shall be governed by the law of the Federal Republic of Germany with the exception of the UN Convention on Contracts for the International Sale of Goods (CISG).
    3. In the event of the non-inclusion or invalidity of individual provisions of these General Terms and Conditions of Delivery and Business, § 306 BGB (German Civil Code) shall apply.
    4. The contract language is German.

Status: June 2018

Law firm Strasse & Faul

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