The following terms shall apply exclusively for all of our quotations, sales and deliveries. By placing an order, the customer/party ordering declares its acceptance of these terms and conditions to their full extent. Deviating conditions shall only be valid when specially agreed upon and confirmed by us in writing. Amendments to individual conditions shall not affect the other conditions. Counter-confirmations on behalf of the purchaser/buyer referring to the validity of their business and purchasing conditions are hereby specifically objected to. Without our express approval, no rights and obligations of the purchasing contract whatsoever may be transferred to other persons or parties. Until a contrary agreement is entered into, these Terms and Conditions shall apply for the entire current/future business transactions, even if no special reference is made to in the case of an individual order placement within the framework of an existing business relation.
Quotations are always non-binding/without engagement, even if not specifically agreed upon.
Orders shall not be considered accepted until after having been confirmed through us in writing. If delivery is immediately carried out without confirmation, the invoice shall instantly be regarded as the order confirmation.
Our prices are without obligation and are valid from point/place of delivery, exclusive of packaging, freight and other dispatch expenses. Price changes shall be permitted if the period of time between contract conclusion and agreed upon delivery date is longer than four months. If thereafter until completion of the delivery, the wages, material costs or market-driven acquisition prices increase, we shall be entitled to increase the price appropriately according the the cost increase. The purchaser/buyer shall only be entitled to withdraw if the price increase is significantly higher than the increase of the general cost of living between time of ordering and the delivery period.
The agreement on the delivery time shall remain reserved for each individual order. After timely notification of our dispatch-readiness, the delivery time shall be considered adhered to, even if dispatch is not possible owing to reasons that we are not responsible for. Partial deliveries may not be refused by the purchaser/buyer. An obligation to adhere to agreed upon delivery periods can only be accepted under the prerequisite of an undisturbed course of production. The consequences of force majeure, operational malfunctions, strike, lockout, official (governmental) measures, shortage of raw materials and supplies at the time of manufacture, and other unforeseen circumstances on our behalf and on behalf of our suppliers shall entitle us, to cancel the delivery obligations in whole or in part. The non-observance of confirmed delivery deadlines shall not entitle the enforcement of claims for compensation or cancellation of order. We shall be entitled, yet not obligated, to subsequent delivery of failed shipment of goods. Claims for compensation owing to non-performance or belated performance are excluded. Upon leaving the factory or with the notice of dispatch-readiness, the risk shall pass to the purchaser/buyer. Without specific instruction, the choice of transport means shall be made at our discretion, without any liability whatsoever as to the cheapest and quickest transporting method. Dispatch/delivery shall always be at the risk of the purchaser/buyer – even in the case of delivery free destination and reservation of title. Unless otherwise agreed, packaging shall be at our discretion, and charged according to the valid pricing.
As far as not set aside through our Sales Conditions, notices of defects owing to quantity, quality or equipping of the goods can only be considered when these are reported immediately upon detection, however, latest within one week after receipt of the goods at the receiving location, by means of written indication to our knowledge. Defects/deficiencies that could not be discovered within this period despite immediate inspection, are to be reported immediately upon discovering.
We ensure proper manufacture of the parts supplied by us pursuant to the agreed technical delivery specifications. The point of time of the passing of risk is decisive for the contractcompliant condition of the goods. The purchaser/buyer must report defects in writing immediately on receipt of the goods at the destination, and report concealed defects as soon as they are discovered, yet no later than within 6 months after the transfer of risk. In the case of agreed acceptance, the complaining of defects that could have been determined in the course of the agreed upon acceptance shall be excluded. We must be given time and opportunity to ascertain the complained defect/deficiency. Upon request, the goods subject to complaint are to be returned to us immediately. Should the purchaser/buyer fail to observe these obligations or carry out changes/modifications to the complained goods without our approval, possible warranty claims shall be annulled. Only in urgent cases where operational safety is at stake or in order to prevent disproportionate damage, in which case we are to be notified immediately, the purchaser/buyer shall have the right (subject to our consent provided) to repair defects themselves or have them repaired by third parties, or to demand compensation from us for the necessary costs. In the case of a justified complaint within the set period, we shall, at our option, repair the complained goods or deliver substitute goods in proper condition. We shall not reimburse costs for removal and assembly, transport costs, travel expenses, costs for processing defective goods through the purchaser/buyer, as well as any follow-up costs. If we do not fulfil our warranty (at all or in a contract-compliant manner), the purchaser/buyer, after a reasonable grace period with respect to the complained defective delivered goods, shall have the right to rescission (cancellation) or reduction of the purchase price.
Further claims on behalf of the purchaser/buyer, particularly concerning the reparation/substitute of damages that have not occurred to the delivery item(s), shall be excluded, except if intent or gross negligence can be imposed on us. Warranty claims are subject to a limitation period of 3 months after written rejection of the notice of defects on our behalf, and at the earliest after the time limit for making a claim has elapsed. We shall not assume warranty for damages attributable to natural wear and tear, faulty assembling or commissioning by the purchaser/buyer or third parties, unsuitable or improper use of unsuitable materials and improper handling of design errors based on the buyers' specification, as well as other causes beyond our control.
8. Engineering Consulting, Reservation of Right of Modification
The purchaser/buyer shall exclusively assume the full responsibility for all utilization and processing of the purchased goods. Any written or oral engineering consulting on behalf of HET Filter shall strictly be regarded as non-binding advice, also in respect of possible third party property rights, and shall not release the purchaser/buyer from their own responsibility of inspecting the products as to their suitability for the intended procedures and purposes. Should a liability claim against HET Filter nevertheless arise or be eligible, then HET Filter's liability shall be limited to the value of the goods delivered. HET Filter reserves the right to design modifications.
9. Reservation of Title
The ownership/title to the goods shall not be transferred to the purchaser/buyer until after the purchaser/buyer has paid off their entire liabilities arising from the existing business relationship. Bills of exchange/drafts or cheques will only be accepted in lieu of payment; therefore, the ownership/title to the respective goods shall not be transferred to the purchaser/buyer until after final settlement of the debt. Payments via cheque while at the same time establishing a financing relationship by means of bill of exchange/draft shall not apply as settlement of accounts receivable. Installation of the delivered goods or a part thereof into another object/system shall not cancel the reservation of title; instead, co-ownership based on the value-ratio of the new object shall apply as agreed upon. Within the ordinary course of business, the purchaser/buyer shall be entitled to further process or sell the goods supplied under reservation of title. On the other hand, the purchaser/buyer may not pledge or transfer the goods by way of security. In the event of resale or further processing, the purchaser/buyer shall - by way of security - already now assign to HET Filter all claims/debts from the resale, with all ancillary rights as to the third party debtor, to the height of the invoice amount with the authority of proportionate collection of the claim. Insofar as the purchaser/buyer collects the assigned claim themselves, this shall solely take place on a trust basis. Any proceeds collected on our behalf shall be transferred to us immediately. At our request, the purchaser/buyer shall be obligated to make the assignment known to the secondary buyer, and to provide the required information so that HET Filter can assert its rights against the secondary buyer. Prior to a seizure or any impairment of our rights by third parties, the purchaser/buyer shall inform us immediately. In the event that the second buyer does not pay cash immediately, the purchaser/buyer shall extend the reservation of title for us.
10. Conditions of Payment
The purchase price and the payment for additional services are due upon delivery of the goods. Other agreements shall immediately become null and void when the purchaser/buyer defaults in payment of other HET Filter receivables, or when HET Filter becomes aware of the uncertainty of the buyer's financial status owing to bankruptcy proceedings, judicial or extra-judicial settlement request, bill of exchange or cheque protest, debt enforcement, failure of a guarantor or other events in accordance with § 321 BGB (German Civil Code). In this case, we shall be entitled to supply outstanding deliveries only against advance payment, or to withdraw from the contract. Cheques shall only be accepted subject to their payment and apply only as cash payment as of the time of redemption. Exceeding the period of credit leads to default without prior notice, and we shall be entitled to charge default interest for the overdraft to the extent of customary banking interest rates. The purchaser/buyer shall not be entitled to hold back payments due to any counter-claims or to set them off against such.
Drawings, documents and drafts shall not be made available to any third parties whatsoever by the recipient. Violation or infringement shall bind the recipient to full compensation. When no order is placed, drawings or documents provided with quotations shall be returned by the recipient.
12. Limitation on Liability
HET Filter's liability shall be based exclusively on the regulations stated in the aforementioned clauses. All purchaser/buyer claims not mentioned there as well as claims for compensation, for whatever legal grounds, in particular including the non-contractual liability as well as the liability for consequential damages are – as far as legally permissible – excluded; in any case, these shall be limited to the value of the goods delivered.
13. Applicable Right, Place of Jurisdiction, Partial Nullity/Voidness
The law of the Federal Republic of Germany shall apply for these business terms and conditions, and for the complete legal relations between HET Filter and the purchaser/buyer. As far as legally permissible, Büdingen shall exclusively be the place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. The place of performance for delivery and payment shall be Altenstadt.
Should any provision in these Terms and Conditions or a provision within the scope of other agreements be or become ineffective, then this shall not affect the validity of the remaining provisions or agreements.
General Managers: Uwe Hahmann, Erling Boller District Court of Friedberg
Commercial Register HRB 3347
VAT ID. No.: DE 112613579
HET Filter GmbH