Part I – General Terms and Conditions of Delivery

§1 Application

Commercial terms and conditions of the Customer or third parties shall not apply even if the Supplier does not object separately to them applying in a specific case. Even if the Supplier refers to a letter that contains commercial terms and conditions of the Customer or a third party or refers to such terms, this is not tantamount to agreeing that those commercial terms and conditions shall apply.

§2 Offer and Conclusion of Contract

  1. All offers of the Supplier are subject to change without notice and are non-binding unless they are explicitly designated as binding or contain a specified time for acceptance.
  2. The legal relationship between the Supplier and Customer shall be governed exclusively by the purchase contract concluded in writing, including these General Terms and Conditions of Delivery. Said contract shall fully reflect all agreements made between the contracting parties concerning the subject of the contract. Oral promises by the Supplier prior to the conclusion of this contract are legally non-binding and oral agreements by the contracting parties shall be superseded by the written contract.
  3. Additions and amendments to the agreements made including these General Terms and Conditions of Delivery must be made in text form to be valid. The written form requirement can be satisfied by e-mail.

§3 Prices and Payment

  1. The prices shall apply to the scope of goods and services stated in the order confirmations. Additional or special services shall be charged separately. The prices are in Euros ex works plus packing, statutory VAT, and, in the case of exported goods, customs duties and other public charges.
  2. In the case of sale by delivery to destination, the buyer shall bear the transport costs ex works and the costs of any transport insurance requested by the buyer. The Supplier charges the actual transport costs incurred in the individual case and invoices these. Any customs duties, fees, taxes and other public charges shall be borne by the purchaser.
  3. Unless otherwise agreed, invoices are payable immediately following receipt without any deduction; invoices are sent by the Supplier either by mail or, upon approval of the Customer, electronically.
  4. Offsetting against counterclaims of the Customer or the withholding of payments in respect of such claims is only permitted to the extent that the counterclaims are undisputed or have been fully and finally established by law.

§4 Delivery and Time of Delivery

Goods shall be delivered ex works. Time periods and deadlines for deliveries and services announced by the Supplier, such as for example referring to specific calendar weeks, shall always only be approximate unless a fixed time period or a fixed deadline is expressly promised or agreed.

Where it has been agreed to ship the goods, delivery time periods and deadlines refer to the time the goods are delivered to the shipper, haulage contractor or other third party commissioned to ship the goods.

The Supplier shall not be liable for the impossibility of delivery or for delays in delivery if these were caused by force majeure or other events unforeseeable at the time of conclusion of the contract.

§5 Place of Performance, Shipment, Packaging, Transfer of Risk, Acceptance

  1. The place of performance for all obligations arising from the contractual relationship shall be Hollenstedt, unless otherwise agreed.
  2. Risk shall pass to the Customer no later than upon handover of the delivery item (the determining factor shall be the start of the loading process here) to the shipper, haulage contractor or other third party appointed to make the shipment.
  3. If dispatch or acceptance of the delivery item is delayed for reasons for which the Customer is responsible, the Customer shall bear the resulting costs, e.g. storage costs.
  4. Partial deliveries are permissible insofar as they are reasonable for the Customer.

§6 Retention of Title

  1. The purpose of the retention of title agreed to below is to secure all existing current and future claims of the Supplier against the Customer arising from the delivery relationship between the contracting parties.
  2. The goods delivered by the Supplier to the Customer shall remain the property of the Supplier until payment is made in full of all secured claims. The Customer may neither pledge the goods nor assign them by way of security.
  3. The Customer shall keep the goods subject to retention of title at no charge for the Supplier.
  4. The Customer shall be entitled to process and sell the goods subject to retention of title in the ordinary course of business until the occurrence of the enforcement event. Pledges and transfers in security are not permitted.

§7 Claims for Defects

  1. The delivered items must be carefully examined immediately after delivery to the Customer or to the third party appointed by it.
  2. They shall be deemed approved unless the Supplier has received a written notice of defects concerning obvious defects or other defects which were evident on immediate careful examination within seven business days after delivery or otherwise within seven business days after the defect is discovered.

§8 Liability of the Supplier

  1. The Supplier shall be liable for material defects and defects of title of the delivery to the exclusion of further claims — subject to this section.
  2. The Supplier shall not be liable in the case of simple negligence unless it breaches material contractual duties.
  3. Indirect or consequential losses can only be compensated for if such damages can typically be expected.

§9 Limitation

  1. All claims of the Customer — on whatever legal grounds — shall be subject to a limitation period of 12 months.
  2. The statute of limitations shall not apply to the Supplier’s liability for intentional or grossly negligent conduct or for guaranteed characteristics and claims for damages due to injury to life, limb or health.

§10 Final Provisions

  1. The contracts between the Supplier and the Customer shall be subject exclusively to the law of the Federal Republic of Germany to the exclusion of the UN Convention on the International Sale of Goods (CISG).
  2. If individual provisions of these General Terms and Conditions of Delivery are or become invalid, this shall not affect the validity of the remaining provisions.

Part II – General Terms and Conditions of Purchase

§1 Application

Only these Terms and Conditions of Purchase shall apply to orders placed by HAMANN Blue GmbH. Any terms and conditions of the Supplier that conflict with or deviate from these Terms and Conditions of Purchase shall not be recognized unless expressly agreed otherwise.

§2 Purchase Orders and Orders

  1. Orders are binding if not expressly contradicted.
  2. Acceptance must be made in writing. Additions or amendments shall only become part of the contract if confirmed in writing.
  3. Deliveries must comply with the relevant technical regulations, including VDE, VMA, UVV, DIN, ProdSG, ISO, CE and EU directives.

§3 Prices and Terms of Payment

  1. Prices stated in the order are binding and include packaging and delivery to the place of destination.
  2. Invoices must be issued separately and state the order number, item number and delivery note number.
  3. Payment shall be made within 14 days less 3% discount or 30 days net.

§4 Delivery Periods and Deadlines

  1. Delivery periods are binding.
  2. The Supplier must notify the Customer immediately if delays are expected.
  3. In the event of delay, the Customer is entitled to the statutory claims.

§5 Transfer of Risk, Shipment and Documents

  1. Delivery shall be made to the address stated in the order unless otherwise agreed.
  2. Risk shall not pass until goods are handed over at the agreed place of delivery.
  3. Each delivery must include a delivery note stating the date, contents and order identifiers.

§6 Quality and Documentation

The Supplier guarantees compliance with agreed specifications, standards and regulations, and must maintain a quality assurance system. Any changes to products or processes require prior written approval.

§7 Defects and Warranty

  1. The Customer must inspect goods within a reasonable period; notification must be made within five working days.
  2. In the event of defects, the Customer is entitled to demand repair, replacement, reduction of price or contract termination.
  3. The warranty period is 36 months from the transfer of risk unless agreed otherwise.

§8 Product Liability

The Supplier shall indemnify the Customer in cases of product liability and must maintain adequate insurance coverage.

§9 Third-Party Rights

The Supplier warrants that deliveries do not infringe any third-party rights. If a claim is made, the Supplier shall indemnify the Customer upon first written request.

§10 Confidentiality

All information provided by the Customer must be treated as strictly confidential and used only for fulfilling orders.

§11 Compliance and Environmental Protection

The Supplier shall comply with all applicable environmental, safety and anti-corruption laws. Products must adhere to REACH, RoHS and other EU directives.

§12 Place of Performance, Jurisdiction, Applicable Law

  1. The place of performance is Hollenstedt unless otherwise agreed.
  2. The place of jurisdiction is Hamburg, Germany.
  3. German law applies exclusively, excluding CISG.