I. General – scope of application
1. Our General Terms and Conditions of Delivery and Payment shall apply exclusively and shall also apply in respect of future deliveries even in circumstances where no further express agreement to this effect has been concluded. We do not recognise divergent Terms and Conditions of the customer insofar as we have not expressly agreed to the application of such in writing. Our General Terms and Conditions of Delivery and Payment shall further apply where we act unconditionally in executing a delivery to a customer in the full knowledge of the divergent General Terms and Conditions of such a customer.
2. All agreements made by us and the customer for the purpose of the execution of the present Agreement have been stipulated in writing within the present Agreement.
3. Our Terms and Conditions of Delivery and Payment apply only in respect of companies within the meaning of § 310 Paragraph 1 German Civil Code, BGB.
II. Offer and conclusion of contract
1. Our offers are without engagement and non-binding insofar as nothing to the contrary has been agreed in writing. Orders do not become legally binding until confirmed in writing by us. The contractual relationship and scope of delivery shall be solely determined by the content of such a confirmation. Side agreements, verbal declarations made by staff or representatives, changes to confirmed orders and amendments to objects of delivery shall not be valid unless confirmed by us in writing.
2. Drawings, diagrams, dimensions, weights, samples or other performance data contained in offers and offer documentation represent only approximate indications insofar as not expressly agreed in writing to be binding.
3. Changes to construction and/or execution made by us or a supplier for technical production reasons prior to the delivery of a product shall be permitted insofar as there is no extensive alteration to the object of purchase and such changes are reasonable for the customer.
III. Prices, Conditions of Payment
1. Our prices shall be “ex works” insofar as nothing to the contrary is stipulated on the confirmation of order. We charge a minimum quantity supplement of €5 on orders up to a product value of € 50.
2. Deviations of up to +/- 10% of the quantity ordered are permissible. In the event that an order does not specify dispatch instructions, we may act at our discretion in arranging for dispatch without any obligation regarding the cheapest option.
3. Delivery takes place at the expense of and at the risk of the customer. Any additional costs which may be incurred, such as express delivery or delivery abroad, shall be charged to the customer. We will arrange for transport insurance should the customer so wish. Any costs incurred in this regard shall be borne by the customer.
4. Our prices do not include Value Added Tax.
5. Insofar as nothing to the contrary is stipulated on the confirmation of order, the net purchase price (without deduction) shall fall due for payment within 30 days of the date of invoice. The deduction of a cash discount requires separate written agreement. From the 31st day following the date of invoice, penalty interest in the amount of 8% above base rate shall be charged on outstanding payments. This shall be without prejudice to our right to assert a claim for further damages caused by delay in payment.
6. Collection charges for cheques shall be borne by the customer.
IV. Delivery and delivery time
1. Delivery dates and deadlines agreed on a binding or non-binding basis shall not be valid unless agreed in writing. A delivery time stated by us shall not commence until all technical issues have been clarified.
2. Compliance with our delivery obligations is further dependent on timely and proper fulfilment of obligations on the part of the customer, including in respect of other delivery agreements existing between us. We reserve the right of defence of non-performance.
3. Acts of God, disturbances of a political and economic nature and disruptions within our own company or at supplier companies shall entitle us to extend the delivery time accordingly or to cancel orders. Claims for compensation for delay in delivery are excluded.
4. Partial deliveries are permissible insofar as reasonable for the other contractual party whilst also taking our own interests into account. In such a case, customer claims in respect of delay or liability for defects shall be restricted to the individual partial deliveries.
V. Assumption of risk
1. Our prices shall be “ex works” insofar as nothing to the contrary is stipulated on the confirmation of order.
2. Transport packaging and all other packaging as defined by the Packaging Ordinance will not be taken back except for pallets. Customers shall be required to arrange for disposal of packaging at their own expense.
VI. Guarantee, liability for defects
1. We guarantee that products supplied or manufactured by us are free from material defects and further guarantee that such products exhibit the agreed properties. Any reference to technical standards forms part of more detailed product description and does not constitute an agreement regarding the properties of the product insofar as not expressly confirmed in writing by us.
2. Any claims regarding defects asserted by the customer are subject to proper fulfilment of obligations incumbent on the ordering party to examine goods and provide notification of defects pursuant to § 377 German Commercial Code (HGB). Complaints should be submitted to us in writing without delay and no later than 10 days following receipt of goods by the customer.
3. The customer shall not be entitled to assert any guarantee claims in circumstances where alterations have been made to the object of delivery.
4. Recommendations and proposals are made according to our best knowledge. Notwithstanding this, such recommendations and proposals are non-binding and in all cases exclude liability for damages and disadvantage of any kind including with regard to the industrial property rights of third parties. They do not exempt purchasers from conducting their own examinations and investigations. Deviations in quality usual in the trade do not constitute grounds for complaint. No guarantee is accepted of suitability of products with regard to certain intended uses by the purchaser. Returns can only be accepted following prior written agreement and are usually instigated by HIRSCH GmbH. Type of dispatch will be stipulated for freight forward returns made by the customer.
5. The limitation period for claims for defects is 12 months commencing with transfer of risk.
We shall be liable in accordance with statutory stipulations insofar as we are in culpable and material breach of contract. Notwithstanding this, liability for compensation shall be limited to foreseeable damages which typically occur.
VIII. Retention of title
Products supplied remain the property of HIRSCH GmbH until such time as full payment has been rendered. Property shall not be transferred to the customer until the customer has fulfilled all liabilities arising from the delivery of the product. Pledges or assignments as collateral are not permissible. HIRSCH GmbH must be notified without delay of any other impairment of its rights through third parties.
XI. Place of jurisdiction, place of fulfilment
Place of payment and fulfilment is Isernhagen. Insofar as the customer is a Registered Trader under German Law, our place of jurisdiction shall be Burgwedel. All transactions in Germany shall be governed by the law of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods shall apply to transactions conducted abroad. HIRSCH GmbH may also elect to instigate legal proceedings against the customer at a court having jurisdiction at the place of the customer’s Registered Office.
HIRSCH Technik-, Entwicklungs- und Handels GmbH
Chromstraße 9 · 30916 Isernhagen
Phone +49 511 5444583-0
Fax +49 511 5444583-1
District Court Burgwedel HRB 120037
Managing Director: Thomas Mycinski
Tax-ID. No. DE115045418 · Tax No. 16/205/46326
Bank: Sparkasse Hannover
Acc.-No. 10 42 40 96 62 · BIN 250 501 80
IBAN-Code DE3625050180 1042409662
BIC-Code (SWIFT) SPKHDE 2H