General Terms & Conditions
Here you will find the general terms and conditions of sale and delivery for our companies.
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Emil Erdmann GmbH
As of April 2005 General Terms and Conditions of Sale and Delivery of Emil Erdmann GmbH, Voerderstraße 90, D-58135 Hagen
§ 1 Scope 1.) The following general terms and conditions of sale and delivery apply to all - including future - contracts with our customers or other customers or purchasers (hereinafter referred to as customers or purchasers), even if they are not expressly mentioned in later contracts.2.) In case of doubt, the Incoterms in their latest version are decisive for the interpretation of commercial clauses.
§ 2 Offer / Orders 1.) Our offers are subject to change.Oral agreements, promises, assurances or guarantees made by our employees in connection with the conclusion of the contract only become binding with our written confirmation.2.) An order by a customer is a binding offer.We can, at our discretion, accept this offer within 4 weeks by sending an order confirmation, or by delivering the ordered goods to the customer within this period.
§ 3 Samples, brochures, quality information 1.) Samples, models, drawings, tools or similar as well as finished products and semi-finished products that we make available for viewing (hereinafter collectively referred to as “samples”) remain our property and may only be passed on to third parties with our express written consent.Such samples may not be used to manufacture or develop our own or third-party products, unless they are small or test series manufactured specifically for the customer.The use of our samples, models, etc.for advertising purposes is not permitted unless we have given our permission to do so.2.) All samples are always non-binding samples, unless they are small or test series manufactured specifically for the customer.Technical specifications are therefore only to be regarded as approximate, subject to written confirmation.Even if certain properties are guaranteed, deviations are permitted within the scope of customary practice.3.) The information and illustrations contained in brochures and catalogs do not represent a description of the nature of the goods, but are approximate values that are standard in the industry, unless we have expressly designated them as binding.
§ 4 Production equipment 1.) The production costs for production equipment (tools, gauges, devices, etc.) and samples are generally invoiced to the customer separately from the goods to be delivered.2.) The production materials manufactured by us on behalf of the customer remain our property and are stored by us.3.) If the customer suspends or terminates his cooperation during the production of the samples or production equipment, all production costs incurred up to that point will be borne by him.4.) The obligation to store the production equipment generally ends three years after the last delivery to the customer.Thereafter, we are not obliged to provide further storage unless the purchaser places a new order six weeks after our written notification of the expiry of the storage obligation or otherwise comments on the use of the production equipment.5.) Production equipment manufactured specifically for a customer may only be used for third parties with the customer's express consent.
§ 5 Delivery dates and scope 1.) The agreed delivery times and dates are always considered approximate unless a fixed date has been expressly agreed in writing.2.) The delivery period begins when the order confirmation is sent, but not before the documents, permits, releases, etc. that the customer may have to obtain are provided. The delivery period is met if the readiness for dispatch has been communicated by the time it expires or the delivery item has left the factory.3.) The delivery period is extended in the event of measures in the context of labor disputes, in particular strikes and lockouts, as well as the occurrence of unforeseen obstacles over which we have no influence, in accordance with the duration of these events.This also applies if these circumstances occur with sub-suppliers.There will be no consequences of default for the duration of the aforementioned obstacles, even if we are already in default when these circumstances occur.We will inform the purchaser of the beginning and end of such obstacles as soon as possible.4.) Partial deliveries are permitted to a reasonable extent within the delivery times specified by us, provided that the customer has not asserted any different provisions when ordering, stating an important reason.5.) The scope of delivery is determined by our written order confirmation.6.) Design or shape changes that are due to improvements in technology or legal requirements are reserved during the delivery period, provided that the delivery item is not significantly changed and the changes are reasonable for the purchaser.
§ 6 Cancellation costs 1.) If the customer withdraws from an order placed without authorization, we can, without prejudice to the possibility of claiming higher actual damages, demand 10% of the sales price for the costs incurred in processing the order and for lost profits.The purchaser reserves the right to provide proof of lesser damage.
§ 7 Shipping, packaging 1.) Unless otherwise agreed, we deliver “ex works”.The goods are always dispatched for the account and risk of the customer, even if the goods are dispatched freight-free.If delivery and receipt take place free of charge, area freight and (or) cartage are not included.The risk is transferred to the customer when the goods are handed over to the carrier, unless the delivery is carried out using our own means of transport.Acceptance by the carrier is considered proof of the perfect condition of the wrapping.2.) Otherwise, packaging becomes the property of the customer and will be invoiced by us.Postage and freight costs as well as packaging costs will be invoiced separately.The choice of shipping method is made at our reasonable discretion.
§ 8 Acceptance and transfer of risk 1.) The customer is obliged to accept the delivery item and immediately inspect it for any defects.2.) If the customer intentionally or grossly negligently defaults on the collection or acceptance of the purchased item for more than fourteen days from receipt of the notification of availability, we are entitled, after setting a grace period of a further fourteen days, to withdraw from the contract or to demand compensation for non-performance.There is no need to set a grace period if the customer seriously or definitively refuses acceptance or is obviously unable to pay the purchase price within this period.
§ 9 Prices, price changes, small quantity surcharge, payment conditions 1.) Our prices generally exclude VAT.2.) Price changes are permitted if there are more than four months between the conclusion of the contract and the agreed delivery date.If wages, raw material prices or other material costs increase until the delivery is completed, if customs duties, taxes or other charges for mineral oils and freight also increase or if new ones are introduced, we are entitled to increase the price appropriately in line with the cost increases.This also applies if a fixed price has been agreed.The customer is only entitled to withdraw if the price increase significantly exceeds the increase in the general cost of living between the order and delivery.If the customer is a merchant, a legal entity under public law or a special fund under public law, price changes are permitted in accordance with the aforementioned regulation if there are more than six weeks between the conclusion of the contract and the agreed delivery date.3.) The purchase price and the fees for additional services are due for payment upon handover of the delivery item, unless other conditions are expressly agreed in writing.Any acceptance of bills of exchange always requires a prior written agreement with us.If bills of exchange are accepted, the bank discount and collection fees will be charged.They are to be paid immediately in cash.
§ 10 Offsetting, default 1.) If the customer is a merchant, a legal entity under public law or a special fund under public law, the withholding of payments due to any counterclaims of the customer not recognized by us or not determined by the court is not permitted, nor is offsetting against such claims.2.) If the buyer is a merchant, he will be in default if he does not pay in response to our reminder, which occurs after the purchase price becomes due.Regardless of this, the customer, who is a merchant, is in default if he does not make payment at a time specified in the contract.The legal regulation, according to which the debtor is automatically in default even thirty days after receipt of an invoice, remains unaffected.
§ 11 Defects, complaints, warranty 1.) Notifications of defects are in accordance with.
§ 377 HGB must be asserted in writing immediately, but at the latest within two weeks of receipt of the goods.If the customer uses, uses or processes the delivered goods, this is deemed to be acceptance of the goods and the customer's final waiver of any claims for defects or other claims of any kind. 2.) If the goods are defective, we will choose to deliver replacements or, if possible, repairs.Goods complained about can only be returned with our consent.3.) The warranty period for merchants is 12 months after the transfer of risk to the buyer, for consumers i.S.d.
§ 13 BGB, the statutory warranty periods apply.4.) The warranty does not apply to damage that occurs after the transfer of risk due to unsuitable or improper use, incorrect assembly and commissioning, natural wear and tear, incorrect or negligent handling, excessive use, unsuitable operating materials and electrical and/or mechanical influences, unless they are due to our fault.5.) The client has the right to a reduction or withdrawal if a reasonable grace period set for subsequent performance (remediation of defects, subsequent delivery, procurement of spare parts) with regard to a defect within the meaning of these delivery conditions expires without result due to our fault, the subsequent performance fails twice or is no longer reasonable for one of the parties.6.) Liability for all damages is excluded, unless they are expressly mentioned in the above provisions, even if they did not arise from the delivery item itself.Excluded from this are damages a) that arise due to intent or gross negligence on the part of the owners, senior employees or vicarious agents.b) which arise from culpable breach of contractual obligations.In the latter case, however, the supplier is only liable for the typically occurring, foreseeable damage.7.) The exclusion of liability also does not apply in cases in which liability is assumed for damage to life, body or health or damage to property caused by privately used items due to defects in the delivery item.The exclusion of liability also does not apply to errors in guaranteed properties, provided that the purpose of the guarantee is to protect the purchaser against damage that did not occur to the delivery item itself.
§ 12 Retention of title 1.) All delivered goods remain our property (reserved goods) until all claims have been fulfilled, in particular the respective balance claims to which we are entitled within the framework of the business relationship (balance retention).This also applies to future and conditional claims, e.g. from changes of acceptor, and also if payments are made on specially designated claims.This balance reservation expires once all claims still outstanding at the time of payment and covered by this balance reservation have been settled.2.) The assertion of the retention of title and the seizure of the delivery items by us do not constitute withdrawal from the contract unless the provisions of Sections 491 to 504 GBG apply or this is expressly declared by us in writing.3.) The processing or transformation of the goods by the customer is always carried out for us.If the delivery items are processed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of the delivery items to the other items being processed at the time of processing.4.) If the delivery items are inseparably mixed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of the delivery items to the other mixed items.The customer keeps the co-ownership for us.5.) The customer may neither pledge the delivery items nor assign them as security.In the event of seizures, seizures or other dispositions by third parties, the customer must notify us immediately and provide us with all information and documents that are necessary to protect our rights.Enforcement officers or a third party must be informed that we are our property.If a warehouse keeper is involved, we must indicate our ownership before storing our goods.6.) We undertake to release the securities to which we are entitled at the customer's request to the extent that the value of the claims to be secured, if these have not yet been paid, exceeds by more than 20%.7.) When used to merchants, to resell reserved goods in the ordinary course of business as long as he properly fulfills his obligations to us.However, he now assigns to us all claims in the amount of the purchase price agreed between us and him (including VAT) that arise from the resale, regardless of whether the delivery items are repurchased without or after processing.The customer is authorized to collect these claims after their assignment.Our authority to collect the claims ourselves remains unaffected;However, we undertake not to collect the claims as long as the customer properly meets his payment obligations and is not in default of payment.However, if this is the case, we can demand that the customer disclose the assigned claims and their debtors, provide all information required for collection, hand over the associated documents and inform the debtors (third parties) of the assignment.
§ 13. Final provisions 1.) In addition to these terms and conditions, German unified law, in particular the BTB/HGB, applies to all legal relationships between us and the customer - even if the customer has its registered office abroad.The provisions of the Vienna UN Convention of April 11, 1980 on contracts for the international sale of goods do not apply.2.) Place of jurisdiction and method of fulfillment for merchants is Hagen.3.) If individual provisions are invalid, the effectiveness of the remaining provisions will not be affected.The parties are obliged to replace an invalid provision with an effective one that takes as much account as possible of the economic success intended by the invalid provision.
Krimmel GmbH & Co. KG
As of April 2005 General Terms and Conditions of Sale and Delivery of Krimmel GmbH & Co.KG, Ochsenkamp 3, D-58300 Wetter
§ 1 Scope 1.) The following general terms and conditions of sale and delivery apply to all - including future - contracts with our customers or other customers or purchasers (hereinafter referred to as customers or purchasers), even if they are not expressly mentioned in later contracts.2.) In case of doubt, the Incoterms in their latest version are decisive for the interpretation of commercial clauses.
§ 2 Offer / Orders 1.) Our offers are subject to change.Oral agreements, promises, assurances or guarantees made by our employees in connection with the conclusion of the contract only become binding with our written confirmation.2.) An order by a customer is a binding offer.We can, at our discretion, accept this offer within 4 weeks by sending an order confirmation, or by delivering the ordered goods to the customer within this period.
§ 3 Samples, brochures, quality information 1.) Samples, models, drawings, tools or similar as well as finished products and semi-finished products that we make available for viewing (hereinafter collectively referred to as “samples”) remain our property and may only be passed on to third parties with our express written consent.Such samples may not be used to manufacture or develop our own or third-party products, unless they are small or test series manufactured specifically for the customer.The use of our samples, models, etc.for advertising purposes is not permitted unless we have given our permission to do so.2.) All samples are always non-binding samples, unless they are small or test series manufactured specifically for the customer.Technical specifications are therefore only to be regarded as approximate, subject to written confirmation.Even if certain properties are guaranteed, deviations are permitted within the scope of customary practice.3.) The information and illustrations contained in brochures and catalogs do not represent a description of the nature of the goods, but are approximate values that are standard in the industry, unless we have expressly designated them as binding.
§ 4 Production equipment 1.) The production costs for production equipment (tools, gauges, devices, etc.) and samples are generally invoiced to the customer separately from the goods to be delivered.2.) The production materials manufactured by us on behalf of the customer remain our property and are stored by us.3.) If the customer suspends or terminates his cooperation during the production of the samples or production equipment, all production costs incurred up to that point will be borne by him.4.) The obligation to store the production equipment generally ends three years after the last delivery to the customer.Thereafter, we are not obliged to provide further storage unless the purchaser places a new order six weeks after our written notification of the expiry of the storage obligation or otherwise comments on the use of the production equipment.5.) Production equipment manufactured specifically for a customer may only be used for third parties with the customer's express consent.
§ 5 Delivery dates and scope 1.) The agreed delivery times and dates are always considered approximate unless a fixed date has been expressly agreed in writing.2.) The delivery period begins when the order confirmation is sent, but not before the documents, permits, releases, etc. that the customer may have to obtain are provided. The delivery period is met if the readiness for dispatch has been communicated by the time it expires or the delivery item has left the factory.3.) The delivery period is extended in the event of measures in the context of labor disputes, in particular strikes and lockouts, as well as the occurrence of unforeseen obstacles over which we have no influence, in accordance with the duration of these events.This also applies if these circumstances occur with sub-suppliers.There will be no consequences of default for the duration of the aforementioned obstacles, even if we are already in default when these circumstances occur.We will inform the purchaser of the beginning and end of such obstacles as soon as possible.4.) Partial deliveries are permitted to a reasonable extent within the delivery times specified by us, provided that the customer has not asserted any different provisions when ordering, stating an important reason.5.) The scope of delivery is determined by our written order confirmation.6.) Design or shape changes that are due to improvements in technology or legal requirements are reserved during the delivery period, provided that the delivery item is not significantly changed and the changes are reasonable for the purchaser.
§ 6 Cancellation costs 1.) If the customer withdraws from an order placed without authorization, we can, without prejudice to the possibility of claiming higher actual damages, demand 10% of the sales price for the costs incurred in processing the order and for lost profits.The purchaser reserves the right to provide proof of lesser damage.
§ 7 Shipping, packaging 1.) Unless otherwise agreed, we deliver “ex works”.The goods are always dispatched for the account and risk of the customer, even if the goods are dispatched freight-free.If delivery and receipt take place free of charge, area freight and (or) cartage are not included.The risk is transferred to the customer when the goods are handed over to the carrier, unless the delivery is carried out using our own means of transport.Acceptance by the carrier is considered proof of the perfect condition of the wrapping.2.) Otherwise, packaging becomes the property of the customer and will be invoiced by us.Postage and freight costs as well as packaging costs will be invoiced separately.The choice of shipping method is made at our reasonable discretion.
§ 8 Acceptance and transfer of risk 1.) The customer is obliged to accept the delivery item and immediately inspect it for any defects.2.) If the customer intentionally or grossly negligently defaults on the collection or acceptance of the purchased item for more than fourteen days from receipt of the notification of availability, we are entitled, after setting a grace period of a further fourteen days, to withdraw from the contract or to demand compensation for non-performance.There is no need to set a grace period if the customer seriously or definitively refuses acceptance or is obviously unable to pay the purchase price within this period.
§ 9 Prices, price changes, small quantity surcharge, payment conditions 1.) Our prices generally exclude VAT.2.) Price changes are permitted if there are more than four months between the conclusion of the contract and the agreed delivery date.If wages, raw material prices or other material costs increase until the delivery is completed, if customs duties, taxes or other charges for mineral oils and freight also increase or if new ones are introduced, we are entitled to increase the price appropriately in line with the cost increases.This also applies if a fixed price has been agreed.The customer is only entitled to withdraw if the price increase significantly exceeds the increase in the general cost of living between the order and delivery.If the customer is a merchant, a legal entity under public law or a special fund under public law, price changes are permitted in accordance with the aforementioned regulation if there are more than six weeks between the conclusion of the contract and the agreed delivery date.3.) The purchase price and the fees for additional services are due for payment upon handover of the delivery item, unless other conditions are expressly agreed in writing.Any acceptance of bills of exchange always requires a prior written agreement with us.If bills of exchange are accepted, the bank discount and collection fees will be charged.They are to be paid immediately in cash.
§ 10 Offsetting, default 1.) If the customer is a merchant, a legal entity under public law or a special fund under public law, the withholding of payments due to any counterclaims of the customer not recognized by us or not determined by the court is not permitted, nor is offsetting against such claims.2.) If the buyer is a merchant, he will be in default if he does not pay in response to our reminder, which occurs after the purchase price becomes due.Regardless of this, the customer, who is a merchant, is in default if he does not make payment at a time specified in the contract.The legal regulation, according to which the debtor is automatically in default even thirty days after receipt of an invoice, remains unaffected.
§ 11 Defects, complaints, warranty 1.) Notifications of defects are in accordance with.
§ 377 HGB must be asserted in writing immediately, but at the latest within two weeks of receipt of the goods.If the customer uses, uses or processes the delivered goods, this is deemed to be acceptance of the goods and the customer's final waiver of any claims for defects or other claims of any kind. 2.) If the goods are defective, we will choose to deliver replacements or, if possible, repairs.Goods complained about can only be returned with our consent.3.) The warranty period for merchants is 12 months after the transfer of risk to the buyer, for consumers i.S.d.
§ 13 BGB, the statutory warranty periods apply.4.) The warranty does not apply to damage that occurs after the transfer of risk due to unsuitable or improper use, incorrect assembly and commissioning, natural wear and tear, incorrect or negligent handling, excessive use, unsuitable operating materials and electrical and/or mechanical influences, unless they are due to our fault.5.) The client has the right to a reduction or withdrawal if a reasonable grace period set for subsequent performance (remediation of defects, subsequent delivery, procurement of spare parts) with regard to a defect within the meaning of these delivery conditions expires without result due to our fault, the subsequent performance fails twice or is no longer reasonable for one of the parties.6.) Liability for all damages is excluded, unless they are expressly mentioned in the above provisions, even if they did not arise from the delivery item itself.Excluded from this are damages a) that arise due to intent or gross negligence on the part of the owners, senior employees or vicarious agents.b) which arise from culpable breach of contractual obligations.In the latter case, however, the supplier is only liable for the typically occurring, foreseeable damage.7.) The exclusion of liability also does not apply in cases in which liability is assumed for damage to life, body or health or damage to property caused by privately used items due to defects in the delivery item.The exclusion of liability also does not apply to errors in guaranteed properties, provided that the purpose of the guarantee is to protect the purchaser against damage that did not occur to the delivery item itself.
§ 12 Retention of title 1.) All delivered goods remain our property (reserved goods) until all claims have been fulfilled, in particular the respective balance claims to which we are entitled within the framework of the business relationship (balance retention).This also applies to future and conditional claims, e.g. from changes of acceptor, and also if payments are made on specially designated claims.This balance reservation expires once all claims still outstanding at the time of payment and covered by this balance reservation have been settled.2.) The assertion of the retention of title and the seizure of the delivery items by us do not constitute withdrawal from the contract unless the provisions of Sections 491 to 504 GBG apply or this is expressly declared by us in writing.3.) The processing or transformation of the goods by the customer is always carried out for us.If the delivery items are processed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of the delivery items to the other items being processed at the time of processing.4.) If the delivery items are inseparably mixed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of the delivery items to the other mixed items.The customer keeps the co-ownership for us.5.) The customer may neither pledge the delivery items nor assign them as security.In the event of seizures, seizures or other dispositions by third parties, the customer must notify us immediately and provide us with all information and documents that are necessary to protect our rights.Enforcement officers or a third party must be informed that we are our property.If a warehouse keeper is involved, we must indicate our ownership before storing our goods.6.) We undertake to release the securities to which we are entitled at the customer's request to the extent that the value of the claims to be secured, if these have not yet been paid, exceeds by more than 20%.7.) When used to merchants, to resell reserved goods in the ordinary course of business as long as he properly fulfills his obligations to us.However, he now assigns to us all claims in the amount of the purchase price agreed between us and him (including VAT) that arise from the resale, regardless of whether the delivery items are repurchased without or after processing.The customer is authorized to collect these claims after their assignment.Our authority to collect the claims ourselves remains unaffected;However, we undertake not to collect the claims as long as the customer properly meets his payment obligations and is not in default of payment.However, if this is the case, we can demand that the customer disclose the assigned claims and their debtors, provide all information required for collection, hand over the associated documents and inform the debtors (third parties) of the assignment.
§ 13. Final provisions 1.) In addition to these terms and conditions, German unified law, in particular the BTB/HGB, applies to all legal relationships between us and the customer - even if the customer has its registered office abroad.The provisions of the Vienna UN Convention of April 11, 1980 on contracts for the international sale of goods do not apply.2.) Place of jurisdiction and method of fulfillment for merchants is Hagen.3.) If individual provisions are invalid, the effectiveness of the remaining provisions will not be affected.The parties are obliged to replace an invalid provision with an effective one that takes as much account as possible of the economic success intended by the invalid provision.
Hammerwerke Haspe GmbH & Co. KG
As of April 2005 General Terms and Conditions of Sale and Delivery of Hammerwerke Haspe GmbH & Co.KG, Voerderstraße 96, D-58135 Hagen