General Terms and Conditions for Deliveries and Services of Hoffrichter GmbH, Mettenheimer Str. 12/14, 19061 Schwerin, Germany

1. Scope of application

(1) These General Terms and Conditions (“GTC”) apply to all deliveries and services of our offered products and services if the customer is a company, a legal entity under public law or a special fund under public law.
They are an integral part of all offers, orders and agreements relating to these transactions.
(2) Terms and conditions that deviate from or supplement these GTC shall only become part of the contract if Hoffrichter GmbH (“Hoffrichter”) has expressly agreed to them in writing or in text form through its authorized representatives.
(3) Provisions individually agreed between Hoffrichter and the Customer shall take precedence over these GTC.

2. Offer and conclusion of contract

(1) The contractual partner is exclusively Hoffrichter.

(2) Our contractual offers are subject to change and non-binding.

(3) The order of the goods by the Customer is deemed to be a binding offer of contract, which is accepted by Hoffrichter through the order confirmation or through delivery of the goods to the Customer. By placing an order, the customer also confirms its solvency and creditworthiness. If justified doubts arise in this respect after the conclusion of the contract, Hoffrichter may withdraw from the contract at any time or demand appropriate securities or advance payments.

(4) The customer shall bear the costs of any changes or cancellations requested by the customer after conclusion of the contract. Hoffrichter shall not be liable for errors and damage caused by inaccurate or incomplete information in the order. Any resulting costs shall be borne by the customer.

(5) In the event of resale, the customer is responsible for compliance with any export regulations and must indemnify Hoffrichter from all obligations in this respect.

3. Prices, terms of payment and default of payment

(1) Prices are quoted in euros and are ex works Schwerin, plus statutory VAT. The prices include standard product packaging.

(2) Our domestic invoices are payable upon receipt in the amount of the invoice without any deduction, unless other agreements have been expressly made in writing. For deliveries abroad, 100% prepayment applies.

(3) Any collection costs incurred shall be borne by the customer. Withholding of payment or offsetting against actual or alleged counterclaims of the customer are excluded – insofar as these are not warranty claims – unless they have been recognized in writing by Hoffrichter GmbH or have been legally established.

(4) Upon expiry of the payment period, the customer shall be in default even without an express reminder. During the period of default, interest shall be charged on the invoice amount at a default interest rate of 10 percentage points.

(5) In the event of non-compliance with the payment obligation or circumstances which are likely to reduce the creditworthiness of the buyer, we shall be entitled to demand immediate payment of the receivables, even if payment on account or value date has been agreed (§ 286 BGB).

4. Delivery and shipment

(1) Delivery shall be ex works at the customer’s risk. The shipping costs shall be invoiced separately to the customer, unless otherwise agreed.

(2) Costs for special packaging, freight and insurance, other shipping and transportation costs as well as any customs duties, taxes and fees shall be borne by the customer.

(3) Delivery shall be ex works Schwerin. At the customer’s request and expense, the goods will be shipped to another destination.
Spare parts are generally available for a period of 5 years from the date of discontinuation of the products.

(4) The place of fulfillment is Schwerin.

(5) Hoffrichter is entitled to make partial deliveries unless this is unreasonable for the Customer.

(6) The risk of accidental loss or accidental deterioration (“material risk”) shall pass to the customer at the latest when the goods or delivery items are dispatched from the Schwerin factory, even if Hoffrichter has assumed further services such as delivery or installation. The above also applies accordingly to partial deliveries.

5. Retention of title

(1) The goods shall remain our property until full payment has been made.

(2) Hoffrichter retains title to the goods until all claims arising from an ongoing business relationship have been settled in full.

(3) The customer shall be entitled to resell the goods in the ordinary course of business if it reserves title to the goods in accordance with this clause 5. To this end, the Customer assigns to Hoffrichter all claims arising from the resale of the goods at the time of dispatch or handover of the goods. Hoffrichter accepts this assignment. At Hoffrichter’s request, the customer is obliged to notify its customer of the assignment for payment to Hoffrichter.

(4) Until revocation by Hoffrichter, the customer is authorized to collect the aforementioned claims.

(5) Hoffrichter reserves the right to withdraw from the contract and demand the return of the goods if the customer acts in breach of contract, in particular in the event of default of payment.

(6) Hoffrichter must be informed immediately of any seizures, confiscations or other comparable measures by third parties in respect of the goods.

6. Warranty

(1) The customer must check all deliveries for shortages and transport damage immediately upon receipt. In the event of transport damage, a damage report must be prepared and submitted to secure any claims against the carrier.

(2) Defects can only be claimed in writing within 10 working days of receipt of the goods, unless the defect is not obvious. Hidden defects must be reported in writing immediately after discovery of the defect.

(3) If there is a defect and this has been reported in good time in accordance with paragraph 1, Hoffrichter may, at its discretion, repair or replace the goods.
Hoffrichter shall bear the costs of returning defective goods and the costs of the replacement delivery.

(4) A defect does not exist if the item is suitable for normal use and has a quality that is usual for items of the same type and that could be expected by the customer. Furthermore, there is no material defect in the case of faulty assembly instructions if the assembly has been carried out without errors. There is also no material defect in the event of unsuitable or improper use, incorrect storage, incorrect assembly or commissioning by the customer or third parties, natural wear and tear, incorrect or negligent handling, improper maintenance, use of unsuitable operating materials, defective construction work, chemical, electrochemical or electrical influences for which Hoffrichter is not responsible. If Hoffrichter delivers a slightly different item or a slightly different quantity than agreed, the customer is not entitled to withdraw from the contract or to claim damages.

(5) The Customer must give Hoffrichter the necessary time and opportunity to carry out all defect rectification measures that Hoffrichter deems necessary, in particular to send the delivery item to Hoffrichter or a workshop to be determined by Hoffrichter on a case-by-case basis upon request, otherwise Hoffrichter shall be released from liability for the resulting consequences. Only in urgent cases where safety is at risk or to prevent disproportionately large damage, in which case Hoffrichter must be notified immediately, shall the customer have the right to rectify the defect itself or have it rectified by a third party and to demand reimbursement of the necessary expenses from Hoffrichter.

(6) Claims by the customer for the expenses required for the purpose of subsequent performance, in particular transport, travel, labor and material costs, are excluded if the expenses increase because the delivery item has subsequently been moved to a location other than the agreed place of delivery, unless the relocation corresponds to the intended use of the delivery item. Hoffrichter may otherwise refuse subsequent performance if it would involve disproportionate costs.

(7) Parts replaced by Hoffrichter in the course of defect rectification measures shall become the property of Hoffrichter.

(8) The customer is only entitled to withdraw from the contract or to reduce the contract price if the subsequent performance fails twice or if Hoffrichter allows a reasonable deadline set for the subsequent performance to expire without success. The customer is not entitled to withdraw from the contract if the defect is insignificant. The right to reduce the contract price remains unaffected. Clause 7 of these GTC shall apply to claims for damages.

(9) If the customer or a third party makes improper repairs, Hoffrichter shall not be liable for any resulting damage. The same applies to changes made to the delivery item without the consent of Hoffrichter or to software extensions made by the customer or a third party beyond the interface provided by Hoffrichter.

(10) The Customer may not assert any claims for defects if it is aware of the defect when the contract is concluded or is grossly negligent in not being aware of it, unless the defect was fraudulently concealed by Hoffrichter or Hoffrichter has given a guarantee of quality relating to the defect.

(11) Claims of the customer due to liability for defects in accordance with this Section 9 shall become time-barred 12 months after delivery of the delivery item in the case of a purchase and work and materials contract or – if this has been agreed – after commissioning of the delivery item or acceptance of the service. The above limitation

(12) Further or other claims of the Customer against Hoffrichter or its vicarious agents due to material defects other than those regulated in this Section 9 are excluded.

(13) The above limitation period shall not apply to claims for damages or to deliveries and services for buildings within the meaning of Sections 438 (1) No. 2 and 634a (1) No. 2 BGB or to the entrepreneur’s right of recourse in the case of the purchase of consumer goods pursuant to Section 478 BGB. In these cases, the statutory periods shall apply.

(14) Any rights of recourse of the customer in the case of a purchase of consumer goods in accordance with §§ 478, 479 BGB remain unaffected, but only exist insofar as the customer has not made any agreements with his buyer that go beyond the statutory claims for defects.

7. Liability

(1) Hoffrichter shall be liable to the customer in accordance with the statutory provisions in the event of intent, gross negligence on the part of its executive bodies or executive employees, culpable injury to life, limb or health, defects which Hoffrichter has fraudulently concealed or the absence of which Hoffrichter has guaranteed, as well as defects in a delivery item, insofar as liability exists under the Product Liability Act for personal injury or property damage to privately used items.

(2) In the event of a breach of material contractual obligations, Hoffrichter shall also be liable for gross negligence on the part of non-executive employees and for slight negligence, in the latter case limited to the foreseeable damage typical of the contract.

(3) The customer must take all necessary and reasonable measures to prevent or limit damages

(4) Further claims for damages or claims other than those regulated in this Section 7 against Hoffrichter or its vicarious agents – irrespective of the legal grounds – are excluded.

(5) Neither party shall be responsible for any failure to perform due to force majeure. Force majeure shall mean circumstances that are due to an impediment beyond the reasonable control of a party, in particular one of the following reasons: Fire (to the extent not preventable by reasonable fire protection measures), natural disasters such as pandemics, military conflicts, confiscation, restriction of energy consumption, labor disputes, or if performance disruptions by suppliers are due to any of these reasons. This provision applies to all contractual obligations, including obligations to pay damages. If one party is affected by force majeure, the other party must be informed in writing.

8. Final provisions

(1) The customer warrants that it will act in accordance with applicable statutory provisions, in particular antitrust law, anti-corruption and anti-money laundering regulations and comparable criminal law provisions.

(2) If there are reasonable grounds to suspect that the Customer is in breach of the above obligations, Hoffrichter shall be entitled to terminate the contract if Hoffrichter cannot reasonably be expected to continue to adhere to the contract. In the event of such termination (i) Hoffrichter shall be released from any obligation to perform, (ii) the Customer shall be obliged to indemnify Hoffrichter and its employees against any damages to the extent that such damages are based on a breach of the Customer’s obligations under this clause 14. This does not apply if the customer is not responsible for the breach of duty.

(3) The customer is responsible for compliance with the national laws, ordinances and safety regulations to which it is subject, in particular with regard to approval, installation, operation, maintenance and repair of the delivery items, and is obliged to comply with these. The customer is obliged to indemnify Hoffrichter against all claims asserted against Hoffrichter due to the customer’s non-compliance with such regulations.

(4) Should any provision of these GTC be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions.

(5) The exclusive place of jurisdiction is Schwerin. Hoffrichter is also entitled, at its discretion, to take recourse to the court responsible for the customer’s registered office.

(6) German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods and the conflict of laws rules of private international law.

9. Imprint

Company name: Hoffrichter GmbH Represented by: Ingo Czink, Jörg Riemann, Dr. Rodrigo Tupynambá Address: Mettenheimer Str. 12/14, D-19061 Schwerin Phone: +49 385 39925-0 E-mail: info@hoffrichter.de Register court: Schwerin HRB 4571 VAT identification number according to § 27a UStG: DE 811931457 Responsible for content according to § 55 Abs. 2 RStV: Ingo Czink
Status: 01.07.2024