GENERAL TERMS AND CONDITIONS

1. General

We deliver according to our following terms of sale and delivery, even if no express reference is made to them later in ongoing business relationships. Contradictory terms of the customer are not valid for us. Silence on order confirmations that refer to deviating terms and conditions of the customer shall not be deemed as consent. By accepting our delivery, the customer irrevocably agrees to the exclusive validity of our terms of sale and delivery.

All offers submitted by us are generally non-binding, unless they are expressly marked as binding. Otherwise, they are considered an invitation to submit offers. Oral declarations, offers, and settlements require written confirmation by Häger Industriearmaturen. The contract is only concluded with our order confirmation or delivery, or in the case of a binding offer with a time limit, with its timely acceptance.

Our written order confirmation is decisive for the content of the contract if we do not receive a written objection within 2 days from the date of our order confirmation.

Our terms of sale and delivery apply only to entrepreneurs, legal persons under public law, or a special fund under public law within the meaning of §310 para. 1 of the German Civil Code (BGB).

Cancellation by the customer. The cancellation of an existing order is generally excluded. Should the customer nevertheless insist on a cancellation, the payments already made by us or payments still outstanding, e.g., for material purchases, will be invoiced to the customer. In addition, we can demand damages in the amount of 20% of the total purchase price. The customer is permitted to prove that no damage has occurred at all or that it is substantially lower.

2. Prices, Payment Terms

Our prices are ex works, plus the respective statutory value-added tax and exclusive of packaging costs, unless expressly agreed otherwise. A minimum quantity surcharge will be charged for orders with a net value below EUR 150. The agreed prices are based on the cost factors applicable at the time of the contract conclusion, in particular material and labor costs. If labor and/or material costs increase between the conclusion of the contract and the time of delivery, we are entitled to charge price surcharges corresponding to the respective state of production.

Subject to a different order confirmation, our invoices are due immediately and payable net within 30 days. A discount of 2% is granted for payment within 14 days of the invoice date. This does not apply to payments by bill of exchange, which may only be given on account of payment and only with our consent. After the expiry of 30 days after the due date and receipt of an invoice, we are entitled to charge default interest at the respectively applicable statutory rate without the need for a special reminder. The assertion of higher damages is possible.

Unless otherwise agreed, and especially for delivery values of €30,000.00 net and above, 45% of the agreed remuneration is payable upon receipt of the order confirmation, the remainder 30 days after notification of readiness for dispatch.

In the event of non-compliance with our payment terms or circumstances that are likely to reduce the creditworthiness of the customer, all our claims become due for payment immediately. In this case, we have the right to demand cash payment against return of the bills of exchange, regardless of the term of accepted bills. Furthermore, we are entitled to withhold outstanding deliveries, even if they are based on a different order.

The customer is not entitled to assert a right of retention against our claims or to offset with counterclaims, unless these are expressly acknowledged by us or have been legally established. The customer is only entitled to assert a right of retention based on counterclaims from the same legal relationship.

3. Delivery

Shipment is always at the expense and risk of the customer. Deliveries are only insured against transport damage at the express request and expense of the customer.

The risk passes to the customer as soon as the goods leave our factory or loading point. If dispatch is delayed due to circumstances for which we are not responsible, the transfer of risk occurs upon notification of readiness for dispatch.

Binding delivery periods must be expressly agreed in writing or confirmed by us. The delivery period only begins after receipt of all drawings, dimensions, and parts to be provided by the customer, as well as an agreed down payment. Compliance with the delivery period presupposes the customer's compliance with their contractual obligations. If this is not the case, the delivery time shall be extended accordingly.

If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (non-availability of the service), we will inform the customer immediately and at the same time state the expected new delivery deadline. If the service is not available within the new period, we are entitled to withdraw from the contract in whole or in part; we will refund any payment already made by the buyer. A case of non-availability of the service in this sense is particularly the timely self-delivery by our supplier if we have concluded a congruent covering transaction, neither we nor our supplier are at fault, or we are not obliged to procure in individual cases.

In the event of any delay in delivery caused by slight negligence, the claim for damages under §280 para. 1 and para. 2, 286 BGB is limited to a maximum of 5% of the total price of the products with whose delivery we are in default. We reserve the right to prove that no or only significantly less damage than the aforementioned lump sum has occurred.

Partial deliveries are permissible insofar as they are reasonable for the customer. In the event of non-compliance with agreed delivery dates, the customer is obliged to set us a reasonable grace period.

4. Warranty, Liability

The customer must carefully inspect the delivered goods immediately upon receipt and assert any notices of defects to us in writing. Damage recognizable upon delivery must be certified by the delivery agent. Defects must be reported within two weeks of discovery. This is a preclusive period.

Deviations in dimensions, surface treatment, and weight that are due to manufacturing do not count as a defect, unless the suitability of the delivery item for the contractually intended purpose is impaired. The same applies to technical changes and deviations from drawings and catalogs. Dimensions and other tolerances are based on the respective DIN & ANSI standards, and otherwise on commercial practice and the state of the art.

The warranty period is 12 months, calculated from the transfer of risk. For wearing parts (seals, diaphragms, etc.), a warranty is only provided for the usual service life, but for a maximum of 6 months.

In the event of a defective delivery, the customer is entitled, at our discretion, to rectification or free replacement delivery. Subsequent performance includes neither the removal of the item nor the re-installation if we were not originally obliged to install it. If the rectification or replacement delivery repeatedly fails, the customer can, at his discretion, demand a reduction of the purchase price (reduction) or withdraw from the contract.

A warranty for specific properties, in particular that the delivered goods are suitable for the customer's purposes, is only assumed if and to the extent that an express written assurance of properties has been made.

We are entitled to refuse warranty claims if the customer is in default of payment. If the contested delivery has not yet been accepted, the customer is only entitled to withhold a reasonable amount until the defect is remedied. Otherwise, the prohibition of offsetting and retention remains.

If the request for remedy of a defect proves to be unjustified, we can demand reimbursement of the costs incurred from the buyer.

Further claims of the customer, in particular claims for compensation for damages that have not occurred to the delivery item itself, are excluded. This exclusion of liability does not apply in cases of intent and gross negligence on the part of our representatives or vicarious agents, nor in the case of culpable violation of essential contractual obligations. In the case of culpable violation of essential contractual obligations, we are liable, except in cases of intent and gross negligence of our representatives or vicarious agents, only for the contract-typical, reasonably foreseeable damage. The exclusion of liability also does not apply in cases where liability is mandatory under the Product Liability Act for personal injury or property damage to privately used items due to defects in the delivery item. It also does not apply in the absence of properties that have been expressly warranted, if the warranty was specifically intended to protect the customer against damages that did not occur to the delivery item itself. Insofar as our liability is excluded or limited, this also applies to the personal liability of our employees, workers, staff, representatives, and vicarious agents.

A free right of termination, in particular from §§ 651, 649 BGB, is excluded.

6. Transport and Storage of Fittings and Components

The fittings must be stored in a dry and clean place. In damp rooms or halls, a desiccant or heating is required to prevent condensation. The transport packaging protects the fitting from contamination and damage on the way from our warehouse to you. Impact stress and vibrations must be avoided. Please note that the transport packaging is only suitable for the short transport from us to you. Afterwards, the fittings should be unpacked by you and packaged appropriately to prevent corrosion. We assume no liability for any corrosion damage!

The outer paint (coating) is a pure standard or transport paint. The paint must remain undamaged; otherwise, the defects must be repaired immediately. We recommend a coating according to the customer's requirements.

7. Retention of Title

The delivered goods remain our property (reserved goods) until all our claims from the business relationship with the customer have been fully settled. In the case of a current account, the reserved property serves as security for our balance claim. Processing and treatment of the reserved goods are carried out for us as the manufacturer within the meaning of § 950 BGB. When processed with other goods not owned by us, the customer grants us co-ownership of the new item in the ratio of the invoice value of the reserved goods to the invoice value of the other goods used. If our reserved goods are mixed or combined with other items and our ownership of the reserved goods thereby expires, it is hereby agreed that the customer's ownership or co-ownership rights to the mixed stock or the uniform item shall pass to us to the extent of the invoice value of our reserved goods, and the customer shall keep these for us free of charge. The goods resulting from the processing, combination, or mixing are considered reserved goods within the meaning of these conditions.

The customer may only sell the reserved goods in the ordinary course of business under his normal business conditions and only as long as he is not in default. He is only authorized and entitled to sell the reserved goods on the condition that he assigns the claims from the resale to us. He is not entitled to other dispositions of the reserved goods without our consent. The customer's claims from the resale of the reserved goods are hereby assigned to us. We hereby accept the customer's declaration of assignment. In the event that the reserved goods are sold by the customer together with other goods not belonging to us, the assignment of the claim from the resale shall only apply to the amount of the invoice value of the respective reserved goods sold. If the reserved goods are resold after processing, in particular after processing with other goods not belonging to us, or after combination/mixing, the assignment shall only apply to the amount of our ownership share in the sold item or the sold stock.

The customer is entitled to collect claims assigned to us until our revocation, which is permissible at any time. We will only make use of this right of revocation for good cause. Upon request, the customer is obliged to inform the third-party debtors of the assignment to us and to provide us with the information and documents required for collection.

The conditional buyer may not assign the reserved goods as security or pledge them, nor assign the claims to third parties or offset them, nor agree on a prohibition of assignment with his customers. He is also not authorized to accept other services as payment, in particular not other items or services in lieu of performance.

The customer must notify us immediately of any seizure or any other impairment of our rights by third parties.

In the event of the customer's default in payment, we are entitled, after setting a deadline, to declare our withdrawal and/or to demand the return of the goods on the basis of the retention of title. The demand for return does not at the same time constitute a declaration of withdrawal; rather, we are entitled to merely demand the return of the goods and to reserve the right to withdraw. If the customer does not pay the due purchase price, we may only assert these rights if we have set the buyer a reasonable deadline for payment or if such a deadline is dispensable according to statutory provisions.

If the value of our existing securities exceeds our total claims by more than 20%, we are obliged, at the customer's request, to retransfer or release securities of our choice to that extent.

8. Place of Performance and Jurisdiction

Unless otherwise stated in the order confirmation, our place of business (Wuppertal) is the place of performance.

If the customer is a merchant, our place of business is the exclusive place of jurisdiction; however, we are also entitled to sue the customer at his general place of jurisdiction. The jurisdiction of other courts is hereby excluded.

9. Applicable Law, Written Form, Severability Clause

The contractual relationship is subject to the law of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.

All amendments to these terms of sale and delivery must be in writing; this also applies to the waiver of the written form requirement. Should individual parts be omitted due to law or individual contract, the validity of the remaining provisions shall not be affected. The contracting parties undertake to replace the ineffective provisions with such provisions that come closest to the economic sense and purpose of the ineffective provision in an effective manner; the same applies to any contractual gaps.

10. Return of Goods

Return deliveries for credit can only be made with our prior written consent. No credit will be issued for fitting models that are no longer in the delivery program, nor for accessories and fittings from individual production. For freight-paid return of stockable, as-new fittings, a credit note will be issued less restocking fees. This reduction takes into account the necessary pressure and functional test as well as the renewal of the surface protection. Furthermore, we are entitled to deduct or charge all costs incurred by us as a result of the return, in particular outbound and return freight, freight equalization amounts, cartage, forwarding agent costs, reprocessing costs, discounts deducted on payment, etc., from the net invoice price to be refunded.