Hazet 2019 Tool Catalogue

492 A. General Provisions I. Validity 1. All offers, sales, deliveries and services of HAZET-WERK – Hermann Zerver GmbH & Co. KG (hereinafter referred to as “HAZET”) are based exclusively on the following general terms and conditions (hereinafter referred to as “Terms and Conditions”). We herewith explicitly oppose the purchaser’s terms and conditions in the sense of § 305 et seq., German Civil Code (Bürgerliches Gesetzbuch – BGB). 2. The following Terms and Conditions are an integral part of all contracts con- cluded with HAZET’s contractual partners for its deliveries and services. Agree- ment is given to the Terms and Conditions when the order is placed or the delivery accepted. The Terms and Conditions do not apply to relations with con- sumers in the sense of § 13, BGB. 3. Modifications and/or supplements to these Terms and Conditions are only valid if written agreement thereto has been given. 4. “Purchaser” refers to the contractual partner irrespective of the nature of the con- tract. 5. To the extent that nothing else is agreed in these Terms and Conditions, the determining factor for the interpretation of the various terms of delivery is the INCOTERMS ® 2010. II. Offers and Conclusion of Contracts 1. HAZET offers are subject to confirmation and without obligation. Requests can be accepted by HAZET within thirty (30) days. The Purchaser is thus bound to its request for at least this period. A request is deemed as accepted when HAZET has confirmed it in writing to the Purchaser. The delivery and invoice are both deemed confirmation of an order. 2. HAZET reserves the right to ownership and the copyright to the documentation pertaining to the offer (illustrations, drawings, descriptions and the like); third par- ties may only obtain access to the documentation if it is intended to be circu- lated. Otherwise it should be returned to HAZET upon request. 3. The information, drawings, illustrations, technical data, weights, measurements and descriptions of services included in brochures, catalogues, circulars, adver- tisements, price lists or in the documentation pertaining to the offer are only intended to convey a general idea of the products described. They do not include any explanations, other assurances or guarantees and shall not become an inte- gral part of the contract. Common practice deviations, or modifications which are made due to legal regulations or as technical improvements, are permitted inso- far as they do not adversely affect the contractually intended use. III. Prices 1. Prices are net cash plus VAT of the respective statutory amount as well as freight ex works or warehouse and do not include outer packaging, postage and insur- ance. 2. If the Purchaser’s value of consignment exceeds a value of 750 euros net, i.e. excluding VAT, the delivery shall be made with carriage paid to the Purchaser’s address within Germany and without charging for the standard trade packaging. This applies exclusively to deliveries to the Purchaser’s address. For different delivery addresses, the prices listed under Point III shall apply. 1. IV. Payment Conditions 1. As far as nothing else is agreed in writing, the invoices are due for full payment in euros within 30 days as of the invoice date irrespective of any delays in deliv- ery for which HAZET is responsible. The receipt by HAZET shall determine the date of payment. 2 As long as purchase price receivables based on older invoices which are due for payment are still unsettled, it is not permitted to make a cash discount deduction in any case. 3. If special agreements are the basis, HAZET shall only accept as payment checks and bills of exchange which are rediscountable with the Bundesbank (German central bank). 4. Bills of exchange or checks shall be credited subject to receipt and with the value of the date when HAZET can ultimately dispose over the proceeds. The Purchaser shall bear all costs and disbursements which result from this. 5. If the Purchaser does not adhere to the payment targets stated under A. IV. 1. the respective outstanding amount shall bear interest of 8% above the base rate pursuant to § 247, BGB, to be paid by the Purchaser. The right to assert further claims due to the delay is hereby unaffected. 6. HAZET’s entire receivables shall become due immediately irrespective of the duration of accepted and credited bills of exchange if these payment condi- tions are not observed or if HAZET becomes aware of these circumstances. in the sense of A.VI.9. HAZET reserves the right to rescind from contracts or to demand compensation instead of payment after the deadline has expired without any result. If HAZET exercises its right of rescission, it can satisfy its receivables from a private sale of the goods which are subject to the reservation of title and have been taken back. 7. The retention of payments or offsetting with the Purchaser’s counterclaims is only permitted if the counterclaims are undisputed or have become res judicata. 8. With the exception of pecuniary claims the Purchaser cannot assign or transfer the rights and obligations arising from these Terms and Conditions and/or from the contracts covered by them without HAZET’s prior written consent. 9. If HAZET receives information about a deterioration of the Purchaser’s financial circumstances or if HAZET learns that the Purchaser is otherwise acting contrary to the contract, HAZET is entitled to request advance payments or that security be provided before rendering still outstanding deliveries or services. V. Securities / Retention of title 1. The ownership of the goods is transferred under the condition precedent of full payment of the purchase price. If there is no advance payment or concurrent cash transaction to be processed, HAZET additionally reserves the right to own- ership of all delivered goods (reserved property) until the full payment of all cur- rent or future amounts resulting from the business relationship, particularly pay- ment of the respective balance of receivables, which is owed to HAZET by the Purchaser. This also applies if payments are made for specifically designated receivables. 2. The Purchaser may only sell reserved property during the course of normal business and as long as it is not behind with the payment of outstanding receiv- ables towards HAZET. The Purchaser herewith assigns in advance to HAZET all receivables against third parties arising from such sales in the amount of the respective invoice value for the resold reserved property, including the statutory VAT. HAZET shall accept this assignment. 3. If the Purchaser sells the reserved property together with other objects not deliv- ered by HAZET, the assignment of the receivables from the sale shall apply only in the amount of the invoiced value of the reserved property, which value is stated in the HAZET invoices. 4. The Purchaser is entitled to collect the receivables from the sale to third parties. 5. HAZET is entitled to revoke the authorisation to collect receivables given in A. V. 4 if the Purchaser defaults on its payments, as well as in the event of a sig- nificant decline in the Purchaser’s financial situation. Without the need for such a revocation, the collection authority expires with the placement of a request for insolvency proceedings or with the assignment of security measures in an insolvency proceeding. Upon request the Purchaser must inform HAZET of the assigned receivables and their debtors, and provide the documentation neces- sary for the collection of the receivables. Upon special request by HAZET the Purchaser shall inform the affected third-party debtors of the assignments having taken place. 6. Insofar as the Purchaser becomes entitled to claims against insurance compa- nies or other third parties due to the reserved property deteriorating or becom- ing damaged, lost or destroyed, or for other reasons, these claims shall also be assigned instead of the sales proceeds to HAZET, in advance and to the same extent, and with all ancillary rights. 7. Rights arising from the retention of title and from all the special forms stipulated in these conditions are also deemed as contingent liabilities, which HAZET has accepted in the Purchaser’s interest, until the title is transferred in full. 8. The Purchaser may not make or allow dispositions regarding the reserved prop- erty which do not correspond to the above conditions. 9. The Purchaser must inform HAZET in writing and without undue delay of sei- zures and other risks to HAZET’s rights arising from third parties, and give infor- mation necessary for legal action to be brought by a third party claiming title to the seized property in accordance with §771, Code of Civil Procedure (Zivil- prozessordnung – ZPO). The Purchaser shall be liable if HAZET suffers a loss because a third party cannot pay the legal and out-of-court costs of legal action which it must reimburse to HAZET pursuant to § 771, ZPO. 10. HAZET is entitled, at the Purchaser’s expense, to insure the reserved property against fire, water and theft unless the Purchaser can demonstrate that it has taken out such insurance itself. 11. If the value of the security, including offset possibilities, exceeds the secured receivables by more than 10 % for an extended period of time, HAZET is obliged upon the Purchaser’s request to release securities of HAZET’s choice. VI. Return of Goods Goods can only be returned with HAZET’s prior written consent and if they are up-to-date, in their original packaging and can be resold. Return delivery must be free of charge. A credit note for goods in their original packaging and suitable for resale shall be issued at 80% of the invoiced price. Costs for any reprocess- ing or new packaging shall be deducted additionally. The credit note can only be credited with new deliveries of goods. As a general principle, returns of insulated tools cannot be accepted for safety reasons. B. Deliveries, Warranty, Liability I. Delivery Periods, Delivery Dates 1. The delivery periods and dates stated by HAZET are not binding. 2. The delivery periods commence with the receipt of the order confirmation but not before all the details of the order have been completely clarified and any neces- sary national and international official certificates have been obtained. The deliv- ery periods and dates refer to the time of shipment, i.e. dispatch ex works or warehouse. These are also deemed to have been observed with the notification that the goods are ready to be dispatched, even if, through no fault of HAZET’s, they cannot be dispatched on time. 3. Without influencing HAZET’s rights arising from the Purchaser’s default, the agreed delivery period is extended by the time during which the Purchaser defaults on its obligations arising from this or other business plus an appropriate start-up period. 4. Partial deliveries are permitted as far as the Purchaser can be reasonably expected to accept them. Each partial delivery is considered an independent business transaction. 5. HAZET is entitled to withhold outstanding deliveries if the Purchaser does not fulfil its payment obligations or if there is reasonable concern that it cannot fulfil such an obligation (right of retention). HAZET reserves the right in any case to make deliveries in return for advance payment or cash on delivery. Information General Terms and Conditions of Sale, Delivery and Payment