General Terms and Conditions of Sales and Delivery
The present General Sales and Supply Terms apply exclusively to all orders, sales, and deliveries made by HTS IC. These also apply to all services carried out by HTS IC or one of their named subcontractors in the framework of this contract. The version valid at the time of completion of the contract is always decisive.
Any other purchase terms or general business terms by the client are rejected from the objective legal transaction and the total business deal and will not apply, unless they have been expressively accepted in writing by HTS IC. HTS IC has the right to amend its General Sales and Supply Terms after prior notification, to apply to all future business relations with the purchaser.
Where there is a framework agreement between the client and HTS IC the present General Sales and Supply Terms will apply both to the framework agreement and the individual order.
These terms and conditions are considered to have been accepted at the latest with receipt of the goods or services. Verbally agreed changes or additions to this contract are only then effective, if they have been confirmed in writing by HTS IC.
If some of these business conditions are or do become invalid or ineffective, then the validity of the other regulations will not be affected by this. The regulation which is totally or partially ineffective will be replaced by a regulation which will approximate the economical success of the ineffective regulation the closest.
2 Conclusion of the Contract
All offers by HTS IC are in principle subject to change and without obligation.
Orders by the client will be binding for him. HTS IC must confirm the order, after written confirmation of the order HTS IC is bound to perform.
The written confirmation by HTS IC will exclusively be authoritative for orders and agreements insofar as the purchaser does not immediately object in writing. This applies in particular to orders placed or made verbally or by telephone.
HTS IC reserves the copyrights for illustrations, drawings, calculations or other documents.
The client bindingly declares his wish to purchase the ordered goods at the time of the order, regardless of the way of ordering. When goods are ordered electronically, HTS IC will promptly confirm receipt of the order. However, this electronic confirmation is not a binding declaration of acceptance of the offered contract. HTS IC is justified to accept the contract offer within 1 week. In case of goods ordered electronically, HTS IC is justified to accept the order within 1 week of receipt. HTS IC has the right to decline the acceptance of the order – for example after checking the credit rating of the customer.
The products shown by HTS IC in the online shop are not a binding offer of HTS IC, but a non-binding online-catalogue display. Within input of personal data by customers or by clicking the button “order” in the completing step of the order process, the purchaser places a binding order of the products within the shopping basket. The confirmation on receipt of the order will follow immediately by HTS IC after sending the order. A contract will only be accomplished by sending the delivery note or after delivery of the goods. As far as HTS IC does not send delivery note or makes a delivery within 60days after order, the purchaser is no longer committed to his order.
The HTS IC online shop only enables entitled personnel in pursuance of their vocation to order (entrepreneurs). A withdrawal of the order is therefore not possible and the order is irreversible. Therefore, confinements of the Distance Selling Act are not applicable within the HTS IC online shop and the purchaser confirms by sending the order that the order is placed in the line of his commercial and independent duties.
Documents belonging to the offer such as illustrations, drawings, weight and measure figures are only approximate values unless they are explicitly declared by HTS IC to be binding. Where HTS IC provides the purchaser with drawings or technical documents on the technical purchase item, they will remain the property of HTS IC.
HTS IC retains the right to carry out design and form changes at any time, in particular where such changes are necessary due to legal requirements; however, HTS IC is not obligated to also carry out such changes on products that have already been delivered. HTS IC retains the right to change delivery and performance of the products and services within the bounds of what is reasonable.
Delivery occurs according to the conditions quoted in the relevant documents in the order confirmation. Delivery dates stated according to the order confirmation are only valid as guidelines. Acts of God or other unforeseen circumstances in the sphere of HTS IC or its subcontractors release HTS IC from observing the arranged delivery date. Incoterms valid at this time will apply. In the order confirmation are also stated date and place of delivery.
Delivery dates do not start before complete clarification of all performance details. If all details of the order are not settled in due time by the client and the client does not perform all preliminary work on time, the delivery dates will be delayed accordingly.
Disruption in business and traffic and delivery by subcontractors not in accordance with the regulations are also part of unforeseen circumstances and release HTS IC for the duration of the delay or at HTS IC discretion also finally from the commitment to deliver, so that no claims based on the withdrawal by HTS IC arise for the client. In this case, the client will be informed promptly. The consideration will be refunded promptly.
It is up to HTS IC to choose the type of packaging and dispatch of the goods and the means of transport. HTS IC reserves the right to make partial deliveries at its own discretion, provided that this does not fall below the reasonable minimum quantity.
The client must inspect the delivery note and provide a receipt. Any objections are to be made to HTS IC immediately in writing. This failing, the delivery volume for which the receipt was given will be regarded as having been accepted.
Complaints due to transport damages can only be accepted if they are recorded immediately with the carrier responsible on the delivery receipt when taking delivery of the goods. Furthermore, however, damages must be presented immediately, but at least within 7 days, in writing to HTS IC.
HTS IC charges part of the transportation costs to handle goods that are returned because of an order error by the client.
Where damage is incurred to the client by a delivery delay caused by HTS IC the client may demand damage compensation, excluding further-reaching damage compensation claims, to the amount of 0.5 % for each week of delay, but at maximum 5% of the value of the affected part of the total consignment. Further-reaching claims in the case of delayed delivery, in particular damage compensation claims are excluded according to the terms set out in paragraph 6 (Limited Liability).
The prices mentioned exclude VAT, shipping, customs duties, postage, insurance and other expenses. Packaging is included, with the exception of packaging for overseas shipments, which is charged extra. Return of the packaging is excluded. HTS IC will only be obligated to ensure the goods against insurable risks at his own expense upon the explicit written request of the client.
To calculate the prices, the prices valid on the day of delivery are decisive; in case of doubt, the prices mentioned on the order confirmation or the offer respectively will apply.
Should wages based on collective bargaining regulations in the industry or internal business deals or should other cost centres relevant to the calculation or costs necessary for performing the service, such as those for materials, energy, transport, foreign workers, financing, etc., change, then HTS IC is justified to raise or lower the prices accordingly.
The client agrees to the electronic delivery of invoices.
Payments are due in certain period, set in the order confirmation after submission of the invoice without any deductions or expenses.
For orders which include several units, HTS IC is justified to submit an invoice after delivery of each unit or service. The payment conditions, which have been arranged for the total order, apply to part invoices equally.
The client is not entitled to hold back any payments. The client will only have rights of set-off if his counterclaims are res judicata, uncontested or recognized by HTS IC. Moreover, he will only be entitled to exercise a right of retention where his claim is based on the same contract.
The client must pay interest on the debt during the late payment period at 8 % over the basic interest rate. The client is obliged to carry all costs and expenditures in connection with the collection of the claim, such as collection agency expenses or other costs necessary for an appropriate legal persecution. Claims on the basis of specific default damage are not excluded.
In case of late payments by the client, HTS IC is released from all further service and delivery commitments.
A payment will only then be deemed as having occurred, when HTS IC can dispose over the amount. The client will bear the costs and expenses connected with cheques or paper payments.
HTS IC is justified, regardless of any regulations to the contrary by the client, to first credit payments to his oldest debt.
6 Warrantee, Guarantee, Liability and Complaints
The client must examine the delivered goods for defects and report these to HTS IC in writing immediately, at least within a period of 7 days from receipt of the goods; otherwise asserting the guarantee will no longer be possible. Hidden defects must be reported in writing within a period of 7 days after the discovery of the defect. Punctual mailing suffices for maintaining the time period. The client must take geometric measurements immediately, at least within a period of 7 days from receipt of the goods. After that period any geometric deviation does not represent lack of conformity of the goods.
Defects to part of a delivery cannot give cause for complaints about the whole delivery.
Any quality defects in a partial delivery do not entitle the purchaser to reject the rest of the agreed volume unless the purchaser can prove that acceptance of only part of the consignment would be unacceptable for him if the circumstances are taken into account.
Each time, HTS IC is responsible for only up to the value of the goods or services delivered by HTS IC with justified complaints. Special dimension parts as well as non-stock items can usually not be taken back.
HTS IC does not issue a guarantee that the item is suitable for the planned application and, accordingly, replacement claims which arise based on defects because of incorrect use will be declined.
It is agreed that the client must legally assert his rights to a warrantee for moveable assets within six months. This regulation does not apply to consumer businesses, according to the law against wrongful dismissal.
Parts subject to wear and tear and accessories, as well as repairs as a result of unauthorized interventions by third parties are excluded from the warrantee. When the contractual objects are used in connection with equipment and/or programs of third parties, then a warrantee only exists for defects in function and/or performance, when such defects would also appear without such a connection.
Recourse claims are excluded, unless the recourse claimant proves that the error has been caused in the sphere of HTS IC and at least can be blamed on gross negligence.
The client is responsible for the full burden of proof for all claim prerequisites, especially for the defect itself, the time of its discovery and the timelines of its reprimand. No guarantees in the legal sense are given unless parties agree otherwise in the written contract. Manufacturer’s guarantees remain unaffected by this. If specially agreed, guarantee could be given by HTS IC only in the case that HTS IC know exactly the process of the client and if the HTS IC has full control over the process (via DCTM system).
HTS IC does not know the process of the client and in general HTS IC has no control over the process at the client.
Client’s claims for compensation rather than the elimination of errors are excluded. In case HTS IC´s responsibility for the lack of conformity is proven, HTS IC will only replace the nonconform goods with conform. Under no circumstances HTS IC will be responsible for the following cases: (1) third-party claims against the client, (2) damage or destruction of the goods resulting from improper use, (3) special, incidental or indirect damage or economic consequences, including loss of profits.
HTS IC does not guarantee the inadequacy of the goods if this is the result of the wrong order of the buyer (the buyer did not specify the specifics purpose). HTS IC also does not guarantee the damage caused by the customer due to inadequate, inattentive use, processing, storage and control of the goods supplied. The parties agree that for damage caused by the inability to use the material, its uses, such as production, delivery to a new customer, etc. HTS IC is not responsible.
HTS IC has no general warranty periods established. Warranty period can be defined for each product separately based on its expected performance and verifications by HTS IC. Features are only guaranteed where they have explicitly been defined as guaranteed in the contract. Verbal statements and statements in HTS IC documents do not contain any guarantees, including samples, measurement, regulations, specs and other data on the make of the delivery item. Where the materials to be used by HTS IC are specified in the contract, this only guarantees compliance with the specification and not suitability of the materials for the contractual purpose. HTS IC is only obligated to give notices where they are obviously unsuitable.
Damage of goods which were not criticized on delivery by the client, incurred by external impact, improper assembly and handling, defective operation or repair, corrosion, is excluded from the guarantee.
Where the client detects a defect he may not modify or process the item or provide it to third parties, but must give HTS IC adequate opportunity for verifying the existence of the defect and providing any necessary make-up performance (rectification or replacement); this failing, no claims can be made on the basis of defects. For make-up performance, HTS IC may choose between rectification or replacement. Multiple rectifications are admissible. The client will have the right to rectify the defect personally or have third parties rectify it and demand compensation of the expenses incurred only in urgent cases of jeopardy of operational safety or for prevention of disproportionately great damage; HTS IC must be informed immediately in such cases and confirm the client’s intention in writing. Regardless of the existence of a defect, the guarantee claims will be extinguished where the purchaser or a third party carries out modification or repair work without the consent of HTS IC.
In the case of rectification of a defect HTS IC will be obligated to bear all expenses necessary for defect rectification including transport, travel, work and material costs provided that they do not increase by transfer of the purchase item to a place other than the place of performance.
Where the defect is rectified or a replacement provided within the framework of the guarantee, the guarantee period will not commence anew.
Where HTS IC fails to observe an adequate period of grace for make-up performance without rectifying the defect or providing a replacement or it is unable to carry out a rectification or provide a replacement or the rectification or replacement fails or is otherwise denied by HTS IC the client will only have the right to rescind the contract or have the purchase price reduced, excluding all further-reaching claims regarding the delivery item.
7 Limited Liability
Except for the field of application of the Product Liability Act (PHG), the liability of HTS IC is limited to intention and gross negligence. The liability for lesser negligence, the compensation for consequential damage and monetary loss, lost savings, tax losses and third party claims against the client due to the damages are excluded.
The above limited liabilities do not apply to physical and health injuries to the client, which could be blamed on HTS IC.
8 Reservations of Proprietary Rights
Ownership of the delivered goods will be retained until all claims by HTS IC against the ordering party from the business relationship including any future claims from contracts concluded at the same time or later have been settled. This will also apply where claims are incorporated into a current invoice and the balance has been accredited. Where there is a current account the delivery item will remain the property of HTS IC until the account has been fully balanced. In the case of a breach of contract by the client, in particular delayed payment and in the case where insolvency is filed for, HTS IC will be obligated to take back the delivery item after a warning and the client will be obligated to release the item.
The client must report immediately in writing about all actions by third parties regarding the goods, especially about access measures, as well as possible damage or destruction of the goods. The client must immediately report a change of ownership of the goods as well as its own change of address. The client must compensate HTS IC for all damages and costs, which arise from a violation against these obligations and from necessary intervening measures regarding access by third parties to the goods.
HTS IC is justified when the client displays behavior contrary to the contract, especially late payment, to back out of the contract and for the goods to be returned. In addition, HTS IC is justified to back out of the contract when an obligation is violated, and to request for the goods to be returned, when HTS IC cannot be expected to stand by the contract.
The client is justified to further sell the reserved goods in proper business dealings. If the sale takes place on credit, then the client transfers the ensuing purchase price claim right away. If the sale takes place in cash, then the client is authorized and asked to receive the cash purchase price in the name of HTS IC. This must be kept separately and transferred immediately to HTS IC as payment of the debt.
Adapting and processing the goods by the client occurs in the name and on instructions of HTS IC. If processing the goods occurs, then HTS IC acquires a share in the new asset in relationship to the value of the goods supplied by HTS IC. The same applies, when goods are processed or mixed together with other goods, not supplied by HTS IC.
9 Transfer of Perils
The danger of accidental destruction or accidental deterioration of the goods is transferred to the client at the time of handing over, with a dispatch sale at the time of handing over the goods to the shipping agent, the carrier, or the persons or institution otherwise decided on for implementing the dispatch.
The transfer remains the same if the client is late in accepting it.
10 Place of Jurisdiction
As place of jurisdiction for all disputes arising indirectly or directly from the contract will be agreed to the local and competent Court of Jurisdiction at the headquarters of HTS IC.
For all legal relations between the client and HTS IC, including these terms and conditions of sales and delivery, for deliveries in EU – Law at the headquarters of HTS IC will apply, and for deliveries in the USA – US law will apply. UN commercial law (UN CISG) is applicable.
The general terms and conditions of sales and delivery are written in English.