Terms and conditions
General Terms and Conditions for Resellers
1 General – Scope of application
1.1 The following terms and conditions of sale shall only apply to companies within the meaning of § 310 I BGB (German Civil Code).
1.2 Contracts for deliveries shall be concluded exclusively on the basis of the following terms and conditions. We do not recognize any terms and conditions of the customer that conflict with or deviate from our terms and conditions unless we have expressly agreed to their validity in writing. Our terms and conditions shall also apply if we carry out the delivery or service to the customer without reservation in the knowledge that the customer’s terms and conditions conflict with or deviate from our terms and conditions.
1.3 Subsidiary agreements and deviating agreements require our written confirmation to be legally effective.
1.4 Our Terms and Conditions of Sale shall also apply to all future transactions with the customer.
2 Offer and order
Our electronic, written or verbal offers do not constitute an offer in the legal sense, but are merely an invitation to the customer to place an order. The customer is bound to his order for 4 weeks from receipt by us. A contract is only concluded with our written order confirmation, but at the latest upon acceptance of the delivery by the customer. Our offers and order confirmations are always subject to a positive credit check of the customer and subject to timely and proper delivery to us.
3 Industrial property rights, copyrights
3.1 The products including circuit diagrams, drawings, drafts, descriptions and similar documents as well as software are generally subject to industrial property rights / copyrights of the manufacturer / licensor. References to such industrial property rights on the products may not be changed, covered or removed by the customer.
3.2 The customer is obliged to inform his customers of the aforementioned industrial property rights and license conditions of the manufacturers and of the restrictions stated in the license conditions.
3.3 We shall only be liable for damages due to the infringement of such industrial property rights if we were aware or should have been aware that such rights exist and these lead to the customer being exposed to claims by third parties. The amount of our liability in this respect is limited to the invoice value of the goods.
4 Quality, delivery times and deliveries, delay in delivery
4.1 The scope and time of delivery and the agreed quality shall be determined exclusively by our written specifications. Collateral agreements and amendments require our written confirmation.
4.2 Unless otherwise stated in our written specifications, delivery is agreed ex logistics center Gundelfingen near Freiburg. The costs and risk of transportation as well as the loading and packaging costs shall be borne by the customer. This also applies to returns, see Clause 10. We currently charge a flat-rate packaging fee of EUR 1.00 for packaging the goods. The customer is responsible for complying with any preclusive periods, e.g. in accordance with the General German Freight Forwarding Terms and Conditions (ADSp).
4.3 Transport and other packaging in accordance with the Packaging Ordinance will not be taken back, with the exception of pallets. The costs for the disposal of the packaging shall be borne by the customer.
4.4 The delivery times stated by us are only approximate. The start of the delivery time stated by us presupposes that all technical questions have been clarified. A delivery time stated by us shall commence on the date of issue of the corresponding confirmation, but not before the customer has provided the documents, approvals and releases to be procured and an agreed down payment has been received. The delivery period shall be deemed to have been met if the goods have left the warehouse by the end of the delivery period or if the customer has been notified that the goods are ready for dispatch.
4.5 The delivery period shall be extended appropriately in the event of industrial disputes, in particular strikes and lockouts, and in the event of unforeseen obstacles outside our sphere of influence, insofar as such obstacles demonstrably have a significant influence on the production or delivery of the delivery item. This shall also apply if such circumstances occur at subcontractors. We shall not be responsible for such circumstances even if they arise during an existing delay. We shall inform the customer of the beginning and end of such hindrances as soon as possible.
4.6 We are entitled to make reasonable partial deliveries and to invoice such partial deliveries.
4.7 In the event of a delay in delivery due to simple negligence, we shall only be liable up to 5% of the invoice value affected by the delay, but in any case limited to the foreseeable, typically occurring damage.
4.8 Insofar as the delay is due to intent or gross negligence on our part, we shall be liable in accordance with the statutory provisions, but limited to the foreseeable, typically occurring damage, unless we are responsible for an intentional breach of contract.
4.9 We shall be liable in accordance with the statutory provisions if the underlying purchase contract is a fixed-date transaction or the customer’s interest in the further fulfillment of the contract has ceased as a result of the delay in delivery for which we are responsible.
5. inspection of the goods
The customer must immediately inspect the goods for completeness, conformity with the delivery documents and the order and for defects and must immediately notify us in writing of any recognizable deviations and defects. If a complaint is not made within 4 working days of receipt by the customer, the delivery shall be deemed to be in accordance with the contract, unless the deviation was not recognizable despite careful inspection. In addition, transport damage or missing quantities recognizable upon delivery must be noted on the carrier’s receipt in accordance with § 438 HGB.
6 Prices and payment
6.1 The price stated in our order confirmation shall apply, otherwise, unless otherwise agreed in writing, the price stated in our price list on the day of acceptance of the order.
6.2 Our prices are net, “ex works” plus statutory value added tax, transportation and packaging costs.
6.3 Unless otherwise agreed, payments are due 14 days after the invoice date without any deductions. If the customer exceeds the payment deadlines granted, we shall be entitled – without prejudice to further rights – to demand default interest in the amount of 8% p.a. above the respective base interest rate in accordance with the German Civil Code (BGB). All outstanding claims shall become due for payment immediately if the customer is in default of payment.
6.4 The withholding of payments or offsetting due to any counterclaims of the customer is only permitted if the counterclaims have been legally established or are not disputed by us.
7 Retention of title
7.1 We reserve title to the delivery items until all claims arising from the business relationship between us and the customer have been paid in full.
7.2 The customer is obliged to treat the delivery items with care; in particular, there is an obligation to insure them adequately against fire, water damage and theft at the customer’s expense.
7.3 The customer shall be entitled to resell the delivery items in the ordinary course of business; however, the customer shall not be permitted to pledge them or assign them as security. Claims arising from the resale of the goods are hereby assigned to us in the amount of the final invoice amount.
The customer shall remain authorized to collect the receivables without this affecting our authority to collect the receivables ourselves. However, we shall not collect the assigned claims as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and no application for the opening of judicial insolvency proceedings has been filed or the customer has suspended payments. We hereby accept the assignment. The customer is obliged to provide us with all information necessary for the collection of the assigned claims.
7.4 Any processing or transformation of the reserved goods shall be carried out on our behalf. If the reserved goods are processed, combined, mixed or blended with other goods not belonging to us, we shall be entitled to the resulting co-ownership share in the new item in the ratio of the invoice value of the reserved goods to the other processed goods at the time of processing, combining, mixing or blending. If the customer acquires sole ownership of the new item, it is agreed that the customer shall transfer co-ownership to us on a pro rata basis. This shall be kept for us free of charge. The advance assignment agreed above shall apply in the aforementioned cases only to the amount of the invoice value of the goods subject to retention of title which are resold together with other goods. In the event of seizure or other access by third parties to the reserved goods or the claims assigned in advance, the customer must notify us immediately, providing the information necessary for an intervention. Any resulting costs that cannot be recovered from the third parties shall be borne by the customer.
7.5 We undertake to release the securities to which we are entitled in accordance with the above provisions at our discretion and at the request of the customer to the extent that the value of these securities exceeds the claims to be secured by more than 20%.
8 Liability for defects
8.1 The assertion of the customer’s rights in respect of defects presupposes that the customer has properly fulfilled his obligations to inspect the goods and give notice of defects. Any warranty is excluded for the sale of used goods.
8.2 If there is a defect in the purchased item, the customer is obliged to make a serious out-of-court attempt to enforce the claims under the manufacturer’s warranty against the manufacturer before making a claim against us. We will support the customer in this. Otherwise, the customer’s warranty claims shall remain unaffected.
8.3 If and to the extent that the customer is not satisfied hereafter, we shall be entitled, at our discretion, to provide subsequent performance by remedying the defect or delivering a replacement. Replaced goods or parts thereof shall be our property and shall be returned to us. If we are unwilling or unable to provide subsequent performance, or if this is delayed beyond a reasonable period of time for reasons for which we are responsible, or if subsequent performance fails in any other way, or if this is unreasonable for the customer, the customer shall be entitled, at his discretion, to withdraw from the contract or to demand a corresponding reduction in the purchase price. Any claims for damages are regulated in Clause 9.
8.4 In the event of withdrawal, the customer shall be entitled to offset the benefits of use gained up to the time of withdrawal. The benefit of use for the period up to the withdrawal shall be calculated pro rata on the basis of the purchase price and the usual total period of use of the goods, unless the use was only possible to a limited extent or not at all due to the defect. Both parties are at liberty to prove a lower or higher benefit of use. An insignificant defect does not entitle the customer to withdraw from the contract.
8.5 If the customer can withdraw from the contract due to our improper performance and/or claim damages instead of performance or claims such, the customer shall, at our request, declare in writing within a reasonable period of time whether he asserts these rights or continues to wish the service to be provided.
8.6 If the examination of a notice of defect reveals that there is no material defect, we shall be entitled to charge the customer a flat-rate expense/processing fee. In this case, the customer is at liberty to prove to us that the expenses incurred were lower than those invoiced.
8.7 Warranty claims shall expire 12 months after the transfer of risk. The processing of a notice of defect by the customer by us does not constitute an acknowledgement of the defect. The processing of a notice of defect shall only lead to the suspension of the limitation period if the statutory requirements for this are met. This shall not result in a recommencement of the limitation period. This shall also apply if we provide subsequent performance (rectification or replacement delivery) following notification of a defect by the customer. A rectification of defects can only affect the limitation period of the defect triggering the rectification and any new defects arising in the course of the rectification. Insofar as the goods are the subject of a consumer goods purchase, the rights of the customer pursuant to §§ 478, 479 BGB remain unaffected, provided that the customer has fulfilled the inspection and complaint obligations incumbent upon him pursuant to § 377 HGB.
9 Joint and several liability
9.1 Unless otherwise stated below, further claims of the customer – irrespective of the legal grounds – are excluded. In particular, we shall not be liable for damage that has not occurred to the delivery item itself, for loss of profit or other financial losses of the customer.
9.2 This exemption from liability shall not apply if the cause of the damage is based on intent or gross negligence on our part or on the part of one of our vicarious agents or legal representatives or if we have negligently breached a material contractual obligation. It shall also not apply if we have fraudulently concealed a defect or have assumed a guarantee with regard to the quality of the goods and the purpose of this guarantee was precisely to protect the customer against the damages claimed.
9.3 In the event of simple negligence, our liability to pay compensation shall be limited to the foreseeable damage, in any case to the sum insured under our product liability insurance. We are prepared to allow the customer to inspect our policy on request.
9.4 Claims shall become time-barred 12 months after the transfer of risk. This shall also apply to claims for compensation for consequential damage caused by a defect, unless claims are asserted due to fraudulent concealment of a defect in tort or liability claims due to intent.
9.5 Any further liability for damages than provided for above is excluded, irrespective of the legal nature of the claim asserted. This shall not apply to claims for injury to life, limb or health, claims pursuant to §§ 1, 4 of the Product Liability Act or for claims in tort or in the event of impossibility for which we are responsible.
10 Returns
Returns will only be accepted subject to our inspection. Returns must be made to HANTZ + PARTNER GMBH, EDV-Distribution & Co. KG, Gewerbestrasse 37, D-79194 Gundelfingen, Germany, carriage paid. Unless otherwise agreed, returns can only be processed by us if the return shipment is accompanied by a return shipment bill stating the RMA and customer number. The customer can obtain this return slip and the RMA number on written or telephone request by calling 0761/592100, faxing 0761/59210-39 or online at www.hantz.com. The provision of the RMA number does not in any way imply recognition of a defect or other complaint by the customer. In any case, the return shipment, including accidental loss, is at the customer’s risk. In the case of returns for which the customer is responsible, in particular, but not exclusively, in the case of refusal of acceptance, we will charge a restocking fee.
11. assignment
The assignment of any claims of the customer against us arising from the business relationship requires our written consent to be effective, which we will not unreasonably refuse if the customer has a legitimate interest.
12 Export
Products delivered by us are intended for use and to remain in the country of delivery agreed with the customer. The re-export of products may be subject to authorization by the customer and is subject to the foreign trade regulations of the Federal Republic of Germany, in the case of products imported from the USA to the export control regulations of the United States of America. The customer must independently inquire about these regulations according to the German regulations at the Federal Office of Economics and Export Control (BAFA), 65760 Eschborn/Taunus according to the U.S. regulations at the Bureau of Industry and Security (BIS), U.S. Department of Commerce, Washington DC 20320. Regardless of whether the customer specifies the final destination of the delivered products, it is the customer’s responsibility to obtain any necessary authorization from the relevant foreign trade authorities before exporting such products. Any onward delivery of products by customers to third parties, with or without our knowledge, shall simultaneously require the transfer of the export license conditions. The customer shall be liable to us for the proper observance of these conditions.
13 Miscellaneous
Subsidiary agreements must be made in writing. This shall also apply to any waiver of the written form requirement.
Should any of the above provisions be invalid, this shall not affect the validity of the remainder of the contract and the other provisions.
14. project conditions
For the sale of products of certain suppliers at special prices, which are offered to the customer by our suppliers through us (also referred to as SBO, OPG, project agreements, etc.), additional, special terms and conditions of sale (“project terms and conditions”) shall apply in addition to these GTC. These project conditions provided by the suppliers are to be viewed by the customer prior to each order on project conditions. By ordering products at special prices, the customer agrees to the Project Terms and Conditions. In the event of non-compliance with Project Terms, we are entitled to reclaim all discounts, rebates and allowances granted in consideration of Project Terms or to charge the difference to the regular prices. The customer shall indemnify us against all claims of our suppliers resulting from non-compliance and shall compensate us for any damage resulting from non-compliance.
15 Place of jurisdiction and place of performance, applicable law
The place of performance for all obligations arising from the contractual relationship is Freiburg i.Br. The place of jurisdiction for all legal disputes arising from the contractual relationship and its creation and effectiveness shall be Freiburg in relation to merchants; however, we shall be entitled to sue the customer at his registered office. The entire contractual relationship is subject exclusively to the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
The management
Gundelfingen, June 2006