General Terms and Conditions (GTC)

Hauffe & Kämper GmbH, Kölner Str. 252, DE-47807 Krefeld, HRB 16093

1. Scope of application

1.1 These General Terms and Conditions (GTC) apply to all business relationships between Hauffe & Kämper GmbH, hereinafter referred to as the ‘Seller’, and its customers in the version valid at the time of conclusion of the contract.

1.2 Deviating, conflicting or supplementary general terms and conditions of the customer shall not become part of the contract unless their validity is expressly agreed in writing.

2. Offers and conclusion of contract

2.1 Our offers are subject to change and non-binding unless they are expressly marked as binding.

2.2 A contract shall only come into effect upon written order confirmation by the seller or upon commencement of performance.

3. Scope of services

3.1 The seller shall supply machine components, cast steel and welded constructions in accordance with the agreed specifications.

3.2 The seller reserves the right to make changes to the design or execution, provided that these serve technical progress and are reasonable for the customer.

4. Test procedures, acceptance

4.1 If the customer wishes us to carry out necessary tests, he must inform us accordingly. The type and scope of the tests must be agreed upon before the contract is concluded.

4.2 If acceptance is desired, the scope and conditions must be specified before the contract is concluded. Acceptance must take place at the customer’s expense immediately after notification of readiness for acceptance at the delivery plant. If acceptance does not take place, does not take place in time or is not complete, we are entitled to ship the goods or store them at the customer’s expense and risk; the goods are then deemed to have been accepted.

5. Dimensions, weights and quantities

5.1 Deviations in dimensions and weights within the scope of customary tolerances, relevant DIN regulations and casting requirements are permissible.

5.2 The delivery weights determined by us shall be decisive for invoicing.

6. Prices and terms of payment

6.1 All prices are net ex works plus the applicable statutory value added tax and packaging and shipping costs.

6.2 Unless otherwise agreed, payments shall be made within 14 days of the invoice date without deduction.

6.3 Upon expiry of the payment period, the customer shall be in default without a reminder and shall owe the statutory default interest. We reserve the right to assert further claims for damages caused by default.

6.4 As long as the customer is in default of payment to us in an amount that is not insignificant, we shall be entitled to withhold all deliveries – including those from other orders from the same customer – until the outstanding claims have been settled.

7. Delivery and delay in delivery

7.1 Delivery dates or deadlines are only valid if confirmed in writing.

7.2 Partial deliveries are permissible insofar as they are reasonable for the customer.

7.3 Force majeure, strikes, official measures or unforeseeable events shall release the seller from its delivery obligation for the delay caused by the aforementioned events.

7.4 Upon delivery, the customer shall immediately inspect the goods in accordance with Section 377 of the German Commercial Code (HGB) and report any defects without delay.

7.5 The decisive factor for the delivery or the time of delivery shall be the arrival at the destination specified by the customer or the provision for collection by the carrier, depending on the contractual delivery agreement.

8. Retention of title

8.1 The delivered goods remain the property of the seller until full payment has been made.

8.2 The customer is obliged to treat the goods subject to retention of title with care and not to sell or pledge them to third parties.

9. Liability for defects

9.1 The warranty period is 12 months from delivery, unless otherwise required by law.

9.2 Obvious defects must be reported in writing immediately, at the latest within 7 days of receipt of the goods.

9.3 In the event of justified complaints, the seller shall, at its discretion, either repair the goods or deliver a replacement.

10. Liability

10.1 The seller shall only be liable in cases of intent and gross negligence, as well as in cases of breach of essential contractual obligations.

10.2 Any further liability, in particular for consequential damages or loss of profit, is excluded to the extent permitted by law.

11. Supplier’s copyright protection

11.1 Dem Besteller überlassene Unterlagen und Zeichnungen sowie von uns erbrachte konstruktive Leistungen und Vorschläge für die Gestaltung und Herstellung der Gussteile darf der Besteller nur für den vorgeschriebenen Zweck verwenden und sie ohne unsere Zustimmung weder Dritten zugänglich noch zum Gegenstand von Veröffentlichungen machen.

12. Place of performance and jurisdiction

12.1 All legal relationships between the parties arising from this contract and in connection with its

implementation and execution shall be governed exclusively by German law.

12.2 The place of performance for delivery and payment is the registered office of the seller.

12.3 The place of jurisdiction shall be the registered office of the seller, insofar as this is legally permissible.

13. Final provisions

13.1 Should individual provisions of these General Terms and Conditions be wholly or partially invalid, the validity of the remaining provisions shall remain unaffected.

13.2 Amendments and additions to this contract must be made in writing.