Page 520 - HAZET哈蔡特2024英文样本

Information

General terms and conditions of sale, delivery and payment

A. General Provisions
I. Validity
1. All offers, sales, deliveries and services of HAZET-WERK Hermann Zerver GmbH & 2. The Purchaser may only sell reserved property during the course of normal business
Co. KG (hereinafter referred to as “HAZET”) are based exclusively on the following and as long as it is not behind with the payment of outstanding receivables towards
general terms and conditions (hereinafter referred to as “Terms and Conditions”). HAZET. The Purchaser herewith assigns in advance to HAZET all receivables against
Conflicting terms and conditions of the Purchaser pursuant to §§ 305 ff. of the Ger- third parties arising from such sales in the amount of the respective invoice value
man Civil Code („BGB“), in particular purchasing conditions of the Purchaser do not for the resold reserved property, including the statutory VAT. HAZET shall accept
apply on any account, nor also if HAZET does not contradict them after receipt. this assignment. The same applies for other claims, which occur at the point of the
2. The following Terms and Conditions are an integral part of all contracts concluded reserved property or otherwise result in respect to the reserved property, for instance
with HAZET’s contractual partners for its deliveries and services. Agreement is given insurance claims or claims from illicit action upon loss or destruction.
to the Terms and Conditions when the order is placed or the delivery accepted. The 3. If the Purchaser sells the reserved property together with other objects not delivered
Terms and Conditions do not apply to relations with consumers in the sense of Sec- by HAZET, the assignment of the receivables from the sale shall apply only in the
tion 13, BGB. amount of the invoiced value of the reserved property, the value of which is stated in
3. Modifications and/or supplements to these Terms and Conditions are only valid if writ- the HAZET invoices. In case of processing, combination and mixing the reserved pro-
ten agreement thereto has been given. The written form pursuant to these Terms and perty with other goods by the Purchaser, HAZET is entitled to co-ownership of this in
Conditions also comprises the text form the proportion of the invoice value of the reserved property to the invoice value of the
4. “Purchaser” refers to the contractual partner irrespective of the nature of the contract. other goods used. If HAZET‘s ownership is terminated by combination or mixing, The
Purchaser shall already assign to HAZET the ownership rights to which he is entitled
5. To the extent that nothing else is agreed in these Terms and Conditions, the determi- to the new inventory or the item in the scope of the invoice value of the reserved pro-
ning factor for the interpretation of the various terms of delivery is the INCOTERMS perty and store it free of charge for HAZET. The co-ownership rights apply as reser-
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2020. ved property.
II. Offers and Conclusion of Contracts 4. The Purchaser is entitled to collect the receivables from the sale to third parties.
1. HAZET offers are subject to confirmation and without obligation. Requests can be 5. HAZET is entitled to revoke the authorisation to collect receivables given in A. V. 4 if
accepted by HAZET within thirty (30) days. The Purchaser is thus bound to its request the Purchaser defaults on its payments, as well as in the event of a significant decline
for at least this period. A request is deemed as accepted when HAZET has confirmed in the Purchaser‘s financial situation pursuant to A. IV. in the event of A.IV.7. Without
it in writing to the Purchaser. The delivery and invoice are both deemed as confirma- the need for such a revocation, the collection authority expires with the placement of
tion of an order. a request for insolvency proceedings or with the assignment of security measures in
2. HAZET reserves the right to ownership and the copyright to the documentation per- an insolvency proceeding. Upon request the Purchaser must inform HAZET of the
taining to the offer (illustrations, drawings, descriptions and the like); third parties may assigned receivables and their debtors, and provide the documentation necessary for
only obtain access to the documentation if it is intended to be circulated. Otherwise it the collection of the receivables. Upon special request by HAZET the Purchaser shall
should be returned to HAZET upon request. inform the affected third-party debtors of the assignments having taken place.
3. The information, drawings, illustrations, technical data, weights, measurements and 6. Insofar as the Purchaser becomes entitled to claims against insurance companies or
descriptions of services included in brochures, catalogues, circulars, advertisements, other third parties due to the reserved property deteriorating or becoming damaged,
price lists or in the documentation pertaining to the offer are only intended to convey lost or destroyed, or for other reasons, these claims shall also be assigned instead of
a general idea of the products described. They do not include any explanations, other the sales proceeds to HAZET, in advance and to the same extent, and with all ancil-
assurances or guarantees and shall not become an integral part of the contract. Com- lary rights.
mon practice deviations, or modifications which are made due to legal regulations or 7. Rights arising from the retention of title and from all the special forms stipulated in
as technical improvements, are permitted insofar as they do not adversely affect the these conditions are also deemed as contingent liabilities, which HAZET has accep-
contractually intended use. ted in the Purchaser’s interest, until the title is transferred in full.
8. The Purchaser may not make or allow dispositions regarding the reserved property
III. Prices which do not correspond to the above conditions.
1. Prices are net cash plus VAT of the respective statutory amount as well as freight ex 9. The Purchaser must inform HAZET in writing and without undue delay of seizures and
works or warehouse and do not include outer packaging, postage and insurance. other risks to HAZET’s rights, which risks arise from third parties, and give information
2. If the Purchaser’s value of consignment exceeds a value of 750 euros net, i.e. exclu- necessary for legal action to be brought by a third party claiming title to the seized
ding VAT, the delivery shall be made with carriage paid to the Purchaser’s address property in accordance with §771, Code of Civil Procedure (Zivilprozessordnung –
within Germany and without charging for the standard trade packaging. This applies ZPO). The Purchaser shall be liable if HAZET suffers a loss because a third party
exclusively to deliveries to the Purchaser‘s address. For different delivery addresses, cannot pay the legal and out-of-court costs of legal action which it must reimburse to
the prices listed under Point III shall apply. 1. HAZET pursuant to § 771, ZPO.
IV. Payment Conditions 10. HAZET is entitled, at the Purchaser’s expense, to insure the reserved property
1. Unless otherwise agreed in writing or indicated on the invoice, the invoices are due against fire, water and theft unless the Purchaser can demonstrate that it has taken
for full payment in euros immediately, irrespective of any delays in delivery for which out such insurance itself.
HAZET is responsible. An agreed discount always refers only to the invoice value 11. If the value of the securities, including offset possibilities, exceeds the secured recei-
excluding freight. Unless otherwise agreed, discount periods begin from the invoice vables by more than 20% for an extended period of time, HAZET is obliged upon the
date. Purchaser’s request to release securities of HAZET’s choice.
2. The receipt by HAZET shall determine the timeliness of payment. VI. Return of Goods
3 As long as purchase price receivables based on older invoices which are due for pay-
ment are still unsettled, it is not permitted to make a cash discount deduction in any 1. Insofar as HAZET is not obliged to take back goods, HAZET shall only take back
case. goods insofar as the goods are current, in their original packaging and re-sellable and
4. If special agreements are the basis, HAZET shall only accept fulfillment cheques and insofar as HAZET has consented to the take-back in writing beforehand. These must
be returned free of charge.
bills of exchange which are re-discountable with the Bundesbank (German Central
Bank). 2. A credit note for goods returned pursuant to A. VI. 1. is made with 80% of the calcula-
5. Bills of exchange or cheques shall be credited subject to receipt with the value of the ted price. Costs for any reprocessing or new packaging shall be deducted additionally.
The credit note can only be credited with new deliveries of goods. As a general princi-
date – and only apply as payment on the day – when HAZET can ultimately dispose
over the proceeds. The Purchaser shall bear all costs and disbursements which result ple, returns of insulated tools cannot be accepted for safety reasons.
from this.
6. If the Purchaser falls into payment arrears, the Purchaser shall pay interest on the B. Deliveries, Warranty, Liability
respective claim at a rate of 9 percentage points above the basic interest rate pur-
suant to Section 247 of the BGB (Bürgerliches Gesetzbuch; German Civil Code). The I. Delivery Periods, Delivery Dates
right to assert further claims due to the delay remains unaffected. 1. Periods and deadlines set by HAZET for deliveries and performances always apply
7. If it becomes discernible after conclusion of the contract that the payment claim by only approximately, unless a fixed period or a fixed deadline is expressly assured or
HAZET is jeopardised by inadequate performance on the part of the Purchaser or if agreed.
other circumstances occur, which are indicative of a significant deterioration in his per- 2. The delivery periods commence with the receipt of the order confirmation but not
formance, HAZET can refuse agreed advance performances as well as exercise the before all the details of the order have been completely clarified and any necessary
rights from § 321 BGB. This also applies insofar as HAZET‘s duty of performance is national and international official certificates have been obtained. The delivery periods
not yet due. In such cases, HAZET can furthermore call in claims from the current and dates refer to the time of shipment, i.e. dispatch ex works or warehouse. These
business relationship with the Purchaser. Inadequate performance on the part of the are also deemed to have been observed with the notification that the goods are ready
Purchaser is also deemed to be case if the Purchaser is at least three weeks in pay- to be dispatched, even if, through no fault of HAZET‘s, they cannot be dispatched on
ment arrears with a considerable amount, furthermore a considerable downgrading of time.
the limit available to him for HAZET‘s goods credit insurance. 3. Without influencing HAZET’s rights arising from the Purchaser’s default, the agreed
8. The retention of payments or offsetting with the Purchaser’s counterclaims is only per- delivery period is extended by the time during which the Purchaser defaults on its obli-
mitted if the counterclaims are undisputed or have become legally binding, or they gations arising from this or other business plus an appropriate start-up period.
would entitle the Purchaser to refuse his performance pursuant to § 320 BGB. 4. Partial deliveries are permitted as far as the Purchaser can be reasonably expected to
9. Claims against HAZET are only assignable with HAZET‘s written consent. accept them. Each partial delivery is considered an independent business transaction.
V. Securities / Retention of title 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 obli-
1. The ownership of the delivered goods („reserved property“ in this section A. V.) is gation (right of retention). HAZET reserves the right in any case to make deliveries in
transferred under the condition precedent of full payment of the purchase price. return for advance payment or cash on delivery.
Furthermore, HAZET shall retain ownership of all delivered goods until the fulfillment
of all claims by HAZET, in particular also the respective outstanding balance claims, 6. HAZET‘s delivery obligation is always subject to the reservation of correct, timely and
which are due to HAZET as part of the business relationship (balance reservation). contractual self-delivery, unless the incorrect or delayed self-delivery is the fault of
This also applies if the payments are made for specifically designated receivables. HAZET.
The balance reservation shall expire finally with the settlement of all claims still out- 7. If HAZET is in delay with a delivery or other service, the Purchaser can demand repla-
standing and covered by this balance reservation at the time of payment. In case of cement of the delay damage as well as the performance; but in the case of minor
prepayment transactions or cash transactions pursuant to § 142 Insolvency Ordi- negligence this is limited to maximum 10% of the agreed price for the delayed delivery
nance, only the simple retention of title according to A. V. 1. clause 1 shall apply, the or performance. The right of the Purchaser to damage compensation in lieu of perfor-
extension and prolongation forms of the retention of title shall not then apply. mance pursuant to B. VII. 1. and B. VII. 2. remains unaffected.
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