ah Henkel Umform- und Fügetechnik
Authorized representative and manager:
Dipl. Kaufmann Andreas Henkel
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General Terms and Conditions of Umform- und Fügetechnik GmbH Viernau, Germany
Unless otherwise agreed in writing in a specific case, all deliveries and services shall be made exclusively under the conditions hereinafter defined:
1. Conclusion of a sale
a) Our offers shall be non-binding and without any engagement. Any conclusion of a sale or agreement or any transaction negotiated by our representatives shall not be binding unless by our written order confirmation. Oral agreements even when winding up a contract shall not be valid unless expressly confirmed by us in writing.
b) Our conditions of sale shall be deemed agreed. The buyer's conditions of purchase shall not be applicable even where we do not expressly object to such conditions of purchase.
2. Period of delivery and force majeure
a) Any information about a period of delivery shall be considered only tentative and non-binding. Any interruption of operations or impediment of performance of any kind even with our suppliers shall release us from our obligation to comply with the period of delivery, and entitle us to extend periods of delivery, and make partial deliveries.
b) Any event of force majeure suffered by us or by our suppliers, or any new measures of public authorities having an adverse effect on production cost or shipment shall entitle us to withdraw from such part of the contract not performed so far without making us liable for damages thereby.
3. Prices and packaging
a) Our prices shall be ex works. Any official or other taxes, duties, levies, or charges which could not be taken into account at the time of pricing but increase the price of the goods either directly or indirectly shall be to the buyer's debit unless expressly determined otherwise by law. We shall be entitled to change any prices whenever price increases are caused by raw material prices, wages, salaries, energy or any other extra charges between contract conclusion and delivery.
b) Packaging shall be invoiced, but cannot be taken back.
a) Shipping shall be at the expense and risk of the buyer after transfer of the material to the forwarder or carrier, or after transfer to Deutsche Post for express consignments, and by the latest when leaving the plant, and also for tob or carriage paid delivery. Any freight paid by us shall be considered advance freight for the purchaser. Extra freight for fast or express consignments shall be at the purchaser's expense even where we assume transport cost in specific single cases.
b) Unless the purchaser gives written freight dispositions, shipping route and means of transportation shall be at our discretion to the exclusion of any liability, and specifically of any liability for cheapest carriage.
5. Terms of payment
a) Our invoices shall be payable net within 30 days after the invoice date, allowing a 3% cash discount for immediate payment, or a 2% cash discount for payment within 10 days after the invoice date.
The seller shall deliver carriage paid for a value of 500 Euros or more regardless of goods receipt and without prejudice to the right for complaint.
b) Payment shall be by bank transfer, in cash or by check.
c) Whenever the date of required payment is exceeded, interest on defaulted payment and expenses may be invoiced to the amount of the interest rates payable to banks for current credits with the proviso of any other rights. A failure to meet a date of required payment shall entitle us to require advance payment prior to any further delivery, withdraw from contracts, or take back goods delivered with reservation of ownership at the purchaser's expense. Such provision shall also apply whenever circumstances affecting the purchaser's creditworthiness become known to us after the conclusion of a contract.
d) Any setoff or withholding of payment for any counterclaim or notification of a defect shall be excluded unless for a counterclaim which is either uncontested or recognized by declaratory judgment.
6. Reservation of title
a) We shall reserve title to any goods delivered by us, and such goods may be taken back by us at the buyer's expense in the event of any delay in payment until the complete redemption of all liabilities from the business relationship, and of the checks. Until such time, the buyer shall have no right to pledge or assign such goods by way of security to any third party; while the buyer shall only be entitled to resell or process such goods within the framework of the buyer's current trade or business. The buyer shall agree to notify us with no delay of any attachment by any third person to any goods delivered under a reservation of title.
b) Where the buyer sells any goods delivered by us whatever the condition of such goods, the buyer shall make an assignment to us already now, covering any buyer's claims against customers arising from such sale including any ancillary rights until the complete redemption of all our claims from the business relationship. Upon our request, the buyer shall agree to notify the subpurchaser of such assignment, and to furnish any information and documents to us as required for asserting our rights against any such subpurchaser.
7. Defect notices and liabilities
a) A defect notice shall be notified in writing within a period of one week after the reception and use of the goods where such use exceeds inspection and trial. Any defect not detectable in spite of extremely thorough inspections within such period shall be notified without any delay after detection is possible while further use shall be stopped immediately within one week.
b) We shall not assume any liability for any defect due to faulty base material which cannot be detected as faulty by us at the time of processing.
c) Whenever a defect notice is legitimate as regards the subject matter, and is within the prescribed period subject to the conditions as defined in a) or b), we shall agree, at our discretion, to either take back the defective goods, provide a substitute free of charge, or compensate the reduced value. Any claim for damages whatsoever against us, against persons employed in performing our obligation, or against our vicarious agents shall be excluded as far as is permissible by law. The foregoing shall apply specifically to any indirect or consequential damage beyond damage to the delivered goods proper.
d) No return shipment of any non-conforming goods shall be made unless our prior consent has been obtained since we may refuse to take any such delivery at the sender's expense otherwise.
8. Place of performance and venue
The place of performance for any delivery shall be the place of destination as described by us. The place of performance for any other liabilities arising from the contractual relationship shall be Viernau. The venue for any dispute arising directly or indirectly from the contractual relationship shall be the first-instance court in Meiningen at our discretion irrespectively of the amount in dispute. The agreed venue shall also be applicable to any action arising from checks, or from our right of ownership.
German law shall be applicable in every case, and to the exclusion of any foreign law.
If any single provision of the supply agreement to be concluded, or hereof shall be or become invalid or non-applicable, such invalidity or non-applicability shall not affect the validity of the remaining content of the contract, or of the remaining provision of these terms and conditions of sale.
Revision: 28th September 2007