HMP UMFORMTECHNIK T&C
Section 1 Scope
These terms and conditions of sale apply to companies, legal entities under public law and special funds under public law. Our goods and services are subject exclusively to the following terms and conditions. The contract is subject exclusively to our terms and conditions of sale. Any terms and conditions from our contractual partner that deviate from our own or are unfavourable to us will not become part of the contract, even if we do not expressly object to these.
Section 2 General provisions
All oral agreements between the contractual partners must be recorded in writing, both promptly and in detail.
Unless expressly specified by us as binding, the information and images contained in brochures and catalogues are approximations in line with the industry standard. Any amendments to the agreed terms and conditions require the prior consent of the other contractual partner and must take into account any risk and cost shifting. The granting of rights in favour of third parties or any other third-party inclusion in the contractual relationship requires the prior consent of the other contractual partner. This also applies in that event that corporate affiliations between either contractual partner and the third party are created, already in existence or altered.
Section 3 Long-term and call-off contracts, price adjustments
Open-ended contracts may be terminated with a notice period of six months. If there is a significant change in labour, material or other costs over the course of long-term contracts (contracts with a term of more than twelve months or open-ended contracts), both contractual partners are entitled to request a reasonable price adjustment in consideration of these factors.
Should quantities exceed or fall short of their targets by ± 25 %, the contractual partners are required to adjust the unit price accordingly. In the case of call-off contracts, we must be notified of binding quantities three months before the delivery date (unless otherwise specified) in the form of a call-off order. Changes must be agreed with our logistics department and arranged on a case-by-case basis. Any additional costs incurred as a result of delayed call-off orders or changes with respect to time or quantity made at short notice by our contractual partner will be borne by the contractual partner. These costs will be calculated by us. In addition, purchase is guaranteed for the following periods:
three months for finished parts; and
six months for raw material.
Exceptions may be made in individual cases.
Section 4 Confidentiality
Both contractual partners agree to use all documentation (including samples, models and data) and information that they receive as a result of their business relationship for contractual purposes only. They also agree to exercise the same diligence when keeping such documentation and information confidential from third parties as they would in the case of their own corresponding documentation and information if the other contractual partner has marked these as confidential or there is a clear interest in keeping them confidential. This obligation does not apply to documentation and information that is common knowledge or was already known to the contractual partner prior to disclosure without an obligation of confidentiality, disclosed to the contractual partner by a third party with disclosure authorisation or independently developed by the recipient without utilising confidential documentation or information from the other contractual partner.
Section 5 Drawings and descriptions
If a contractual partner provides the other partner with drawings or technical documentation regarding goods to be delivered or their manufacture, these will remain the property of the presenting contractual partner and should also be kept confidential in accordance with Section 4.
Section 6 Samples and manufacturing equipment
Unless otherwise agreed, production costs for samples and manufacturing equipment (tools, dies, templates, etc.) and costs for goods to be delivered should be invoiced separately.
Both the costs of maintenance and proper storage and the risk of damage or breakage of the manufacturing equipment are borne by us. Should the contractual partner suspend or terminate the contractual relationship during the production of samples or manufacturing equipment, all production costs incurred up to that point will be borne by the contractual partner. The manufacturing equipment will remain in our possession, even once the contractual partner has paid for it, until the supply contract comes to an end. The contractual partner is then entitled to reclaim the manufacturing equipment if a mutual agreement has been reached regarding the date on which it should be surrendered and the contractual partner has met its contractual obligations in full. In the case of tools with multiple parts, manufacturing equipment is limited to workpiece-specific tool parts. We will store manufacturing equipment free of charge for a period of three years after the final delivery has been made to our contractual partner. We will then contact our contractual partner in writing with a request to make a statement within six weeks regarding the future use of the equipment. Our obligation to store the equipment will end if no response is received or no new order is placed within these six weeks. Customer-specific manufacturing equipment may only be used for third-party deliveries with the prior written consent of our contractual partner.
Section 7 Prices
Our prices are quoted in euros and, unless otherwise agreed, do not include VAT, packing, shipping, handling or insurance costs. If we have assumed obligations for modifying or adjusting parts or manufacturing processes with regard to quality or price or on technical grounds, we expect to either be remunerated for these services in the delivery transaction or receive other appropriate compensation for our services. We are only required to pass on cost savings achieved by us or jointly by us and our contractual partner if this has been expressly agreed. In such cases, cost savings will be passed on to the contractual partner in the form of previously agreed price reductions until these reductions cover the cost savings in full. Any additional cost savings, to the extent that the contractual partner has contributed to these savings, will be offset against delivery prices. The contractual partner is only entitled to inspect our records and data to the extent that such documents and data are directly related to cost savings.
Section 8 Payment terms
Unless otherwise specified, all invoices are payable within 14 days net from the date of invoice. Should a delivery contain defective goods and this is uncontested by us, our contractual partner is still required to make payment for those goods that are free from defects, unless the contractual partner is not interested in partial delivery. The contractual partner is only permitted to set off counterclaims that are legally established or uncontested. In the event of delayed payment, we are entitled to charge default interest at the rate the bank charges us for overdraft facilities; our minimum charge is eight percentage points above the applicable base rate of the European Central Bank. Should payment be delayed, we are entitled to – after having given notice in writing to the client – cease to fulfil our obligations until we have received payment. Bills of exchange and cheques will only be accepted by prior arrangement as conditional payment and subject to being discountable. Discount charges are payable from the due date of the invoiced amount. We accept no liability for the timely presentation of cheques and bills of exchange or for protesting bills of exchange. Should it be established following the conclusion of the contract that our claim for payment is in jeopardy, we will be entitled to refuse performance and to set an appropriate time period within which the contractual partner must either make payment against delivery or provide collateral. Should the partner refuse to pay or fail to do so within the prescribed time limit, we will be entitled to withdraw from the contract and claim damages.
Section 9 Delivery
Unless otherwise agreed, our delivery prices are ex works. Compliance with the delivery date or delivery period is based on our notification that goods are ready to be dispatched or collected. The delivery period begins with the dispatch of our order confirmation and be extended as appropriate in the case of any of the conditions outlined in Section 15. Partial deliveries are permitted within reason. These will be billed separately.
Section 10 Shipping and risk transfer
Goods which have been reported as ready for dispatch must be accepted by the contractual partner without delay. Otherwise, we will be entitled to choose to either ship the goods or store them at the contractual partner's cost and risk. Unless otherwise agreed, we will choose the method of transport and the transport route. Risk is transferred to our contractual partner when goods are delivered into the charge of the railway company, freight forwarder or carrier or when storage begins, but no later than when they leave the factory or warehouse, even if we have assumed delivery.
Section 11 Delayed delivery
If it is foreseeable that goods cannot be delivered within the delivery period, we will immediately notify our contractual partner of this in writing, stating the reason for the delay and giving an estimated delivery date (if possible). If delivery is delayed by any of the circumstance listed in Section 15 or due to an action or omission of the part of the contractual partner, the delivery period will be extended as appropriate in light of the circumstances. The contractual partner is only entitled to withdraw from the contract if we repeatedly fail to deliver within the delivery period and subsequently fail to deliver the goods within a reasonable extension period granted to us.
Section 12 Retention of title
All goods delivered by us will remain our property until all payments resulting from the business relationship with the contractual partner have been received. The contractual partner is entitled to sell these goods in the normal course of business as long as it meets its obligations from its business relationship with us in good time. However, it is not permitted to pledge the retained goods or assign them as collateral. The contractual partner is required to protect our rights if retained goods are resold on credit. In the event of a breach of contractual obligations by the contractual partner, especially if it is in arrears with payments, we will be entitled to withdraw from the contract and take the goods back if the contractual partner fails to fulfil its obligations within a reasonable time limit; the statutory provisions regarding the waiving of deadlines remain unaffected. The contractual partner is obliged to surrender these goods. We are entitled to withdraw from the contract if an application for insolvency is filed by the contractual partner. The contractual partner must assign all receivables and rights arising from the sale of goods to which we have ownership rights as collateral. We hereby accept the assignment. Any working and processing of retained goods must always be carried out by the contractual partner on our behalf. Should the retained goods be processed or inseparably combined with other goods not belonging to us, we will acquire co-ownership of the new product in the ratio of the invoice value of the retained goods to the other processed or combined goods at the time of processing or combining. Should our goods be linked or inseparably combined with other movable goods to form a single product and the other product is regarded as the main product, the contractual partner must assign proportional co-ownership to us to the extent that the main product belongs to the contractual partner. The contractual partner must retain ownership or co-ownership on our behalf. The same provisions that apply to the retained goods also apply to the product resulting from the processing, linking or combination process. In the case of debt enforcement measures taken by a third party that affect the retained goods, the receivables assigned to us or any other collateral, the contractual partner must notify us of this immediately and provide us with the necessary documentation for us to intervene in such enforcement proceedings. This also applies to situations of any other kind that could affect these.
If the value of the existing collateral exceeds the secured receivables by more than 20%, we are required to release collateral at our own discretion at the request of the contractual partner.
Section 13 Defects
The quality of goods is based exclusively on the agreed technical delivery specifications. If we deliver goods on the basis of drawings, specifications, samples, etc. provided by our contractual partner, the contractual partner assumes responsibility for the suitability of these products for their intended purpose. The contractual condition of the goods is deemed to be the condition of the goods at the point of risk transfer pursuant to Section 10. We are not responsible for defects caused by improper use, incorrect assembly or operation by the contractual partner or third parties, normal wear and tear, incorrect dimensioning (if we were not responsible for developing the parts) or faulty or careless handling, nor are we responsible for the consequences of inappropriate modifications made or maintenance work carried out by the contractual partner or third parties without our consent. The same applies with regard to defects that only slightly reduce the value or suitability of the goods. Unless otherwise specified, the statute of limitations for defect claims is governed by statutory provisions. If the contractual partner has agreed to accept goods or inspect initial samples, no liability will be assumed for defects which could have been identified by the contractual partner upon careful examination when accepting the goods or inspecting initial samples. We must be given the opportunity to identify the reported defect. Rejected goods should be returned to us immediately on request; transport costs will be borne by us if the complaint is justified. If the contractual partner does not meet these obligations or makes modifications to the rejected goods without our consent, the contractual partner will no longer be entitled to claim compensation for the defect. In the event of a justified complaint regarding a defect made within the statute of limitations, we will repair the rejected goods or supply defect-free replacements at our discretion.
If we are unable to fulfil these obligations at all or according to the contract within a suitable time period, the contractual partner may contact us in writing to notify us of a final deadline by which we must have met our obligations. If this deadline is not observed, the contractual partner is permitted to demand a price reduction, withdraw from the contract, carry out the necessary repairs or have the repairs carried out by a third party at our expense and risk. Unless it is related to the goods' intended use, claims for reimbursement will be excluded if costs incurred increase due to the fact that the goods were transported to a different location following delivery. Separate agreements must be made regarding the assessment and apportionment of costs incurred by the contractual partner as a result of defects. These must be based on the actual costs incurred by the contractual partner and the appropriateness of expenses to enable us to assess the claim for reimbursement asserted by the contractual partner.
Section 14 Other claims, liability
Unless specified otherwise below, any other or further claims against us on the part of the contractual partner are excluded. This applies in particular to claims for damages resulting from a breach of obligations in contract or in tort. We are therefore not liable for damage that has not occurred to the goods themselves. Above all, we are not liable for lost profits or other financial damage incurred by the contractual partner. The above liability restrictions do not apply in cases of intent, gross negligence on the part of our legal representatives or executive employees or the culpable violation of major contractual obligations. We only accept liability in cases of a culpable violation of major contractual obligations - except in cases of intent or gross negligence on the part of our legal representatives or executive employees - for damage that is reasonably foreseeable and typical for the contract. Furthermore, the liability restriction does not apply to cases where we are liable under the German Product Liability Act (Produkthaftungsgesetz) for bodily injury or material damage to private property resulting from defects in goods supplied. Nor does it apply in cases of death or personal injury or lack of warranted qualities, if and to the extent that the warranted quality was expressly aimed at protecting the contractual partner against damage that did not occur to the goods themselves. Insofar as our liability is restricted or excluded, this also applies to the personal liability of our salaried employees, hourly employees, legal representatives and vicarious agents. The statutory provisions regarding burden of proof remain unaffected.
Section 15 Industrial property rights
We are responsible for ensuring that no third-party rights are violated by the contractual use of our goods in the country of the delivery destination. In the event that claims are asserted against the contractual partner by a third party due to such a violation, we will indemnify the contractual partner from these claims if we are at fault (covers all necessary expenses incurred by the contractual partner). The contractual partner is not entitled to conclude any agreements, e.g. settlements, with the third party without our prior consent. We have a corresponding indemnity claim against the contractual partner to the extent that we produced these goods in accordance with drawings, models or other guidelines (incl. specifications) and did not know or could not be expected to know that this would constitute a violation of third-party rights.
Section 16 Force majeure
The contractual partners are released from their contractual obligations in the case of force majeure, industrial action, riots, government actions, failure to deliver on the part of our suppliers or other unforeseeable, unavoidable and serious events for the duration of the disruption and its after-effects. This also applies if these events occur at a time at which the affected contractual partner is in default, unless the contractual partner defaulted intentionally or as a result of gross negligence. Both contractual partners are required, within reasonable bounds, to immediately disclose necessary information and adapt their obligations in good faith to take into account any changes in circumstances.
Section 17 Place of performance, jurisdiction and applicable law
Unless the order confirmation states otherwise, the place of performance is our place of business. Our place of business is the place of jurisdiction for all disputes, including those relating to bills of exchange and cheques. We are also entitled to take legal action at the contractual partner’s place of business. The contractual relationship is governed solely by the laws of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG; the Vienna Convention) dated 11 April 1980.