General Terms and Conditions of hydroWEB GmbH
Luther-Augustin-Straße 11, 38820 Halberstadt, Germany
§ 1 Scope of application
All offers, deliveries and services are made exclusively on the basis of our General Terms and Conditions. They shall also apply to all future business relationships, even if they are not expressly agreed again. These conditions shall be deemed to have been accepted upon receipt of the goods/services at the latest. Counter-confirmations of the buyer and the reference to their terms and conditions of business or purchase are hereby rejected.
§ 2 Offer and conclusion of contract
Drawings, illustrations, dimensions, weights or other performance data do not constitute quality agreements within the meaning of Section 434(1.1) BGB [German Civil Code] and are not to be understood as quality guarantees. These and other performance data are only binding if expressly agreed in writing. Samples are to be considered as merely non-binding visual samples.
§ 3 Delivery conditions
The delivery dates and deadlines stated by us are not binding, unless expressly agreed otherwise in writing. Delays in delivery and performance due to force majeure, such as fire, explosion, flood or war, and due to events that make the delivery significantly more difficult or impossible for us, shall entitle us to postpone the deliveries or services for the duration of these hindrances and/or a reasonable start-up period. The same applies if the above obstacles have occurred at our suppliers or their sub-suppliers.
Unless otherwise agreed, the goods shall be delivered ex works at the manufacturing site. In all cases, shipment shall be at the customer’s risk. This also applies to the transport of goods by the seller’s delivery service. If the buyer does not accept all the goods by the agreed date or does not fulfil their payment obligations, their right to further delivery expires, without a grace period or a request according to Section 326 BGB being required. The seller’s claims for acceptance of the goods and payment remain unaffected.
Transport packaging and all other packaging in accordance with the German Packaging Ordinance will not be taken back, with the exception of reusable transport equipment such as pallets, etc.
The buyer shall undertake to arrange for disposal of the disposable packaging at their own expense. The reusable transport equipment is provided to the buyer only on loan; the buyer is obliged to return it in a proper condition, i.e., empty and without damage. In the event of contamination or damage to the transport equipment, the buyer shall bear the repair costs or be obliged to reimburse us for the value if repair is not possible.
If delivery on request has been agreed, the buyer must request delivery within a reasonable period of time.
§ 4 Defects
Complaints about supplied goods must be made immediately, at the latest within 48 hours, and will only be considered if made in writing to the seller by the buyer after the goods have arrived at the buyer’s premises or at a warehouse requested by the buyer and before processing. Commercial or technically unavoidable deviations of the goods in quality, colour, width and weight may not be objected to. The weight tolerances applicable in this context are deviations of ±12% for nonwovens with weights up to 50 g/m², ±10% for nonwovens of 50–100 g/m² and ±8% for nonwovens over 100 g/m², measured in an original roll with a size of at least 20 m². A dimensional difference for rolls, perforated blanks and individual blanks of ±5%, but at least ±4 cm, is deemed to be agreed.
The statutory provisions shall apply to hidden defects.
When asserting warranty claims, the buyer must first give us the necessary time and opportunity to make the repairs and/or replacement deliveries that we deem necessary, otherwise we shall be released from liability for the resulting consequences. The buyer shall only be entitled to remedy the defect themselves or have it remedied by third parties and to demand compensation from us for the necessary expenses in urgent cases, such as to prevent otherwise unavoidable disproportionate damage, in which cases we must be informed immediately. No liability is assumed for inappropriate or improper use, incorrect or negligent handling and/or storage and incorrect processing of the goods supplied by us. In the event of improper repair by the buyer or a third party, we shall also be free from liability for the resulting consequences.
For damages that do not exist in the object supplied by us, we shall only be liable – for whatever legal reasons – in the case of intent, gross negligence of our organisational bodies or executive staff, culpable injury to life, body or health and, in the case of fraudulently concealed defects, for violation of a quality guarantee granted by us and insofar as liability for personal injury or material damage to privately used objects is assured under the German Product Liability Act. In the event of culpable violation of essential contractual obligations, we shall also be liable in the event of gross negligence on the part of non-executive employees and in the event of minor negligence, in the latter case limited to the reasonably foreseeable damage typical of the contract. If the goods supplied by us cannot be used by the buyer in accordance with the contract due to our fault as a result of omitted or incorrect execution of proposals and consultations made before or after the conclusion of the contract or due to the violation of other ancillary contractual obligations – in particular instructions for the processing of the goods – the above sections shall apply accordingly. Further claims are excluded.
The limitation period for all claims of the buyer – for whatever legal reasons – shall be 12 months. The statutory periods shall apply for intentional or fraudulent conduct as well as for claims under the Product Liability Act. These shall also apply to defects in goods supplied by us that have been used for a building in accordance with their usual use.
§ 5 Prices and payments
The invoice is based on the price per square metre or kilogram of the goods sold on the day of shipment, excluding VAT. Additional deliveries and services will be charged separately. We reserve the right to change the prices appropriately if, among other things, material or raw material prices change.
Invoices shall be issued on the day of dispatch and, in the event of a non-culpable impediment to dispatch, on the day of readiness for dispatch. The invoice amounts shall be payable net within 30 days of the date of issue of the invoice. The deadlines are only met if the money has been received by us within the specified period or has been unconditionally credited to us in the event of payment by cheque or direct debit. Any discount and bank charges shall be borne by the buyer.
If we are aware of circumstances that call the creditworthiness of the buyer into question, we are entitled to make all outstanding receivables due and to demand advance payments or security payments without prejudice to further legal claims. We shall also be entitled to withdraw, in whole or in part, from any contracts still in force.
§ 6 Late payment
The purchase price is due upon delivery of the order. If the goods have not yet been paid for by the agreed payment date after receipt of the goods and invoice, the buyer shall be in default without the need for a reminder. In this case, the buyer must pay default interest at a rate of 5% above the current base rate of the Deutsche Bundesbank. Any reminder costs incurred shall be borne by the buyer. If the seller demonstrably incurs default damages greater than this, this may also be asserted.
If the buyer is in arrears with a due payment or if there is a significant deterioration in their financial situation or if, after conclusion of the delivery contract, the seller has objectively justified doubts as to the solvency of the buyer, the seller may demand cash payment before dispatch of the goods for any outstanding delivery from any current contract by registered letter stating the reasons. The payment deadline shall no longer apply. If payment is not made within 10 days of receipt of the request, the seller shall be entitled, at their discretion, to withdraw from the delivery contracts concluded with the customer or to claim damages for non-performance.
§ 7 Retention of title
We retain title to the delivered goods (goods subject to retention of title) until all claims against the buyer to which we are entitled now or in the future for any legal reason have been satisfied. Processing or transformation of the purchased item by the buyer is always carried out for us, but without obligation for us. In the event of processing or mixing of the reserved goods with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item to the other processed or mixed items at the time of processing or mixing. If another of the items that have been jointly processed or mixed in is to be regarded as the main item, the buyer shall transfer pro-rata co-ownership of the new item to us. In the event of seizures or other interventions by third parties on the goods subject to retention of title, the buyer must make our ownership known and notify us immediately in writing. The buyer shall be entitled to process and sell the goods subject to retention of title in the ordinary course of business. The buyer hereby assigns to us, as security, their claims against third parties arising from the resale, processing or any other legal ground (insurance, tort, etc.) with regard to the goods subject to retention of title. We undertake to release the securities to which we are entitled at the request of the buyer insofar as the value of our securities exceeds the claims to be secured by more than 20%.
§ 8 Place of performance and place of jurisdiction
The place of performance for all obligations arising to a contractual party from the contract is 38820 Halberstadt. The contractual relationship, even concerning deliveries abroad, is governed by the law of the Federal Republic of Germany. The place of jurisdiction for all disputes arising directly from the contractual relationship with the buyer is, at the option of the seller, the location of the seller’s registered office – 38820 Halberstadt – or a legal place of jurisdiction. This shall also apply to claims arising from cheques, bills of exchange and direct debits.
§ 9 General
In accordance with the German Federal Data Protection Act, please be aware that we process our customers’ data by computer and transfer it to a file.
Should any provision of these Terms of Delivery and Payment be or become ineffective, this shall not prejudice the effectiveness of the remaining provisions. In this case, such a provision shall apply as comes as close as possible to the objective pursued by the ineffective provision.