General Terms & Conditions
General Terms and Conditions
Mittelbreede 5 · D-33719 Bielefeld
I. Scope of the Terms and Conditions
1. Sale is exclusively to business entities within the meaning of Sec. 14 German Civil Code (Bürgerliches Gesetzbuch, BGB). Supply of goods, supply of services and offers of sale of Vendor are made exclusively on the basis of these Terms and Conditions. Therefore, these Terms and Conditions also apply to all future business relationships, even if this is not expressly stated in each case. These Terms and Conditions shall be deemed to have been accepted at the latest on receipt of the goods or services. A counter-confirmation from Purchaser making reference to their terms or purchasing conditions is hereby expressly rejected.
2. Individual agreements concluded with Purchaser in individual cases (including side agreements, amendments or alterations) will always take precedence over these Terms and Conditions. Subject to evidence to the contrary, the content of such agreements shall require a written contract or written confirmation from Vendor.
3. Purchaser can retrieve and print the current version of the Terms and Conditions from the website b2b.hunter.de/agb.
II. Offer of sale, prices
1. Vendor's offers of sale, whether online on the dealer portal b2b.hunter.de (hereinafter: "Dealer Portal") or offline, are subject to change and non-binding and do not represent binding offers to conclude a contract of sale. Instead, it constitutes a non-binding invitation to order goods. This also applies if Vendor has provided Purchaser with catalogues, documentation (e.g. drawings, plans, calculations, estimations, references to DIN standards), other product descriptions or paperwork - including in electronic form - in which Vendor holds property rights and copyright.
2. Upon publication of a new catalogue or price list, all previous catalogues and price lists become invalid. The catalogue and price list prices also remain subject to change until confirmed by Vendor.
3. The prices are exclusive of statutory VAT. All prices listed are ex works. Shipping in all cases is at Purchaser's cost.
III. Conclusion of Agreement
1. An order for goods placed by Purchaser will be deemed a binding offer to conclude a contract.
2. On the Dealer Portal, Vendor can use the usual keyboard and mouse functions to correct the information it has entered at any point prior to the binding submission of the order. The products selected by Purchaser using the "Add to shopping cart" button will then be summarised for Purchaser in an order overview at the end of the order process. At this point, Purchaser should double-check all information provided in the scope of the order process prior to submitting the binding order and amend or correct it accordingly using the "amend" button. By clicking the button "Place order and pay", Purchaser thereby makes a binding offer to purchase on the Dealer Portal (Sec. 145 BGB). After the offer to purchase via Dealer Website has been submitted, Purchaser will receive an automatically generated email, with which Vendor confirms that it has received Purchaser's order (Order Confirmation). This Order Confirmation does not yet represent an acceptance of the offer to purchase. The Order Confirmation does not yet mean that a contract has been concluded.
3. The text of Purchaser's order on the Dealer Portal is saved by Vendor and will be sent to Purchaser by Vendor following acceptance of their order together with these Terms and Conditions in written form (e.g. email, fax or letter). In addition, the contract text will be archived by Vendor and can be retrieved by Purchaser, free of charge, via their password protected customer account, by providing the relevant login data. Contracts can be concluded on the Dealer Portal in either English or German.
4. Unless otherwise stated in the order, Vendor is entitled to accept this offer to conclude a contract within seven days of receipt by Vendor.
5. Acceptance may be declared either in writing (e.g. by way of a separate Acceptance of Order) or by way of delivery of the goods to Purchaser. The relevant record in respect of the delivery of goods is the written Acceptance of Order or - if one is not issued - Vendor's invoice.
6. First time orders will generally only be upon receipt of prepayment.
7. If, following conclusion of the contract, order related costs significantly change, the contracting parties are obligated to agree on a price adjustment. The respective calculation will be based on the weights, numbers of units and quantities unless Purchaser immediately objects.
IV. Customer account on Dealer Portal
1. In order that Purchaser is able to use Vendor's Dealer Portal, a customer account for Purchaser must be created, with Vendor's agreement. All Purchaser information required for placing orders will be stored in the password protected customer account; after logging in, Purchaser can check the status of their existing orders and view their order history.
2. Purchaser undertakes not to disclose their login data to third parties.
1. The dates and time limits stated by Vendor are non-binding, unless otherwise expressly set out in writing.
2. The delivery period is deemed to have been complied with, if the object of delivery has been dispatched before expiry of the delivery period. It is equally deemed to have been complied with if the readiness for despatch has been communicated and Purchaser fails to accept the object of delivery within the delivery period.
3. To the extent that Vendor is unable to comply with binding delivery periods due to reasons for which Vendor is not responsible (impossibility of performance), Vendor will inform Purchaser thereof without delay whilst also notifying Purchaser of the expected new delivery period. If performance is also impossible within the new delivery period, Vendor is entitled to withdraw, partially or fully, from the contract; any consideration already made by Purchaser will be reimbursed immediately by Vendor. An example of impossibility of performance within the meaning of this clause is, in particular, if delivery from one of Vendor's own suppliers is delayed, if Vendor has concluded a congruent covering supply arrangement, if neither Vendor nor Vendor's supplier is responsible or if Vendor is not obligated to supply in a given case.
4. Reasonable partial deliveries are permitted. Deliveries will generally be made using standard packaging. If this is not the case, deviations from the agreed delivery quantities according to standard industry practices are permitted.
5. A default of delivery will be deemed to have taken effect as per the respective statutory provisions. In any case, however, a written notification from Purchaser is required. Should the vendor fail to deliver on time, the corresponding legal claims and rights of the purchaser apply.
6. Purchaser's rights under VIII. and IX. of these terms and conditions and Vendor's statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), remain unaffected.
7. Vendor's delivery obligation is suspended, for as long as Purchaser is in arrears with a due payment despite a reminder.
8. If the goods are to be gradually called off over a determined time period, the call off is must, unless otherwise expressly set out, be spread evenly over the entire time period. If Purchaser falls behind with the call off of the agreed partial quantities, Vendor is authorised, after granting a reasonable extension to the time limit, to store the corresponding quantity for Purchaser's account and at Purchaser's own risk or to remove it from the final quantity. In the latter case, the special conditions granted for the goods already delivered also cease to apply.
VI. Shipping, transfer of risk, packaging
1. Unless otherwise agreed, Vendor shall select the shipment route and method of shipment, taking due account of Purchaser's interests. At Purchaser's request, shipments from Vendor can be insured against theft, breakage, transport, fire and water damage as well as other insurable risks at Purchaser's expense in addition to the shipping costs.
2. The risk of goods being destroyed, lost or damaged is transferred to Purchaser upon dispatch or, in the case of collection, upon communication of their readiness for dispatch. The same applies in respect of carriage-paid deliveries. If shipment is delayed due to circumstances for which Purchaser is responsible, the risk passes to Purchaser from the date on which the goods are ready for despatch; Vendor is, however, obligated, at Purchaser's request and at Purchaser's request, to effect any insurance requested by Purchaser.
3. Goods delivered to Purchaser, even if there is evidence of minor defects, must be accepted by Purchaser without prejudice to the rights in VIII.
1. Invoices are payable as per the agreed payment terms. A payment is only considered to have been effected when the amount is showing as definitively available in Vendor's account. Even where Purchaser's payment terms stipulate otherwise, Vendor reserves the right to apply payments received to the oldest invoice item, plus the default interest accrued and costs, specifically in the following order: costs, interest, principal claim. Claims, against which the objection of justified notification of defects has been raised, are excluded from this provision. Purchaser is only entitled to a right of retention or offsetting where their claims have been determined as final by a competent court or are undisputed. In the case of defective delivery, Purchaser's opposing rights remain unaffected.
2. If, following conclusion of the contract, it becomes apparent (e.g. by an application to institute insolvency proceedings) that Vendor's entitlement to the purchase price is in jeopardy due to Purchaser's inability to perform, Vendor is entitled, according to the statutory provisions, to refuse performance and - if necessary after setting a deadline - to withdraw from the contract (Sec. 321 BGB). As far as contracts for the manufacture of custom goods (one-off production) are concerned, Vendor can declare immediate withdrawal from the contract; statutory regulations regarding the unnecessary setting of a deadline remain unaffected.
3. If Purchaser is in default, Vendor is entitled to charge interest from the relevant point in time, at the level of interest charged by its commercial bank for active overdrafts, at least however in the amount of 9 percentage points above the respective base rate.
VIII. Obligation to give notice of defects, rights regarding defects
1. Purchaser's claims for defects depend on their having complied with their statutory inspection obligations and obligations to give notice of defects (Sec. 377, Sec. 381 German Commercial Code (Handelsgesetzbuch, HGB)). If a defect is present at the time of delivery, inspection or at any other later time, Vendor must be notified thereof in writing without delay. In any case, obvious defects must be reported in writing within 7 working days of delivery, and any defects that cannot be identified during inspection must be reported in writing within the same time limit from the time of discovery. If Purchaser fails to carry out the proper inspection and/or notification of defects, Vendor's liability for a defect that is not notified, or not notified in a timely manner or not properly notified, is excluded according to the relevant statutory provisions.
2. If the delivered item is defective, Vendor can first choose whether to provide subsequent performance by remedying the defect (repair) or by delivering an item free from defects (replacement delivery). Vendor's right to refuse subsequent performance under statutory requirements remains unaffected.
3. Vendor is entitled to make the subsequent performance owed dependent on Purchaser having already paid purchase price due. Purchaser is however entitled to withhold a part of the purchase price which is reasonable in relation to the defect.
4. Purchaser shall give Vendor the time and opportunity required to provide the subsequent performance, in particular to hand over the goods concerned for inspection purposes. In the case of replacement delivery, Purchaser shall return to Vendor the defective item according to the relevant statutory provisions. The subsequent performance includes neither deinstallation of the defective item nor installation of the replacement, if Vendor was not originally obliged to install the relevant item.
5. The cost and effort required to carry out the assessment and subsequent performance, in particular transport, travel, work and material costs (not: deinstallation and installation costs) shall be borne by Vendor, where a defect actually exists. If this is not the case, Vendor can demand from Purchaser the corresponding costs incurred from the unjustified request for remedy of the defect (in particular assessment and transport costs), unless the lack of defect was not apparent to Purchaser.
6. In urgent cases, e.g. when operational reliability is jeopardised or to avoid disproportionate damages, Purchaser has the right to remedy the defect itself and to demand reimbursement for the objectively required expenditure to this end. Vendor must be informed without delay about any such activity, if possible beforehand. The right to remedy defects shall not exist if Vendor would have been entitled to refuse the corresponding subsequent performance in accordance with statutory provisions.
7. If the subsequent performance fails or if Purchaser's reasonable deadline for subsequent performance expires fruitlessly or where subsequent performance is unnecessary under the relevant statutory provisions, Purchaser may withdraw from the contract of sale or reduce the purchase price. However, no such right of withdrawal exists for insignificant defects.
8. Purchaser's claims for damages or reimbursement of wasted expenditure also exist, even where defects exist, in accordance with the provisions of IX. of these General Terms and Conditions and are otherwise excluded.
9. If Purchaser has a claim asserted against it by its customer by way of recourse as per Sec. 478 et seq. BGB, Purchaser is thereby obligated to inform Vendor of this claim without delay and in writing, at the latest within fourteen days. Before Purchaser for its part takes the goods back or effects repairs or accepts a price reduction or pays compensation, it is obligated to grant Vendor the opportunity to repair or replace. Purchaser is obligated also to impose this rule on its customer, provided that is not a consumer. The assertion of claims for damages by way of recourse is any case excluded.
10. Contested goods may be returned without Vendor's express consent only after expiry of the reasonable time limit as per VIII point 4.
11. Claims due to any defects are statute barred after one year from the date of delivery of the goods. The statute of limitations under the law applies to claims for damages due to injuries to life, body and health as well as claims for damages due to intentional or grossly negligent violation of obligations (IX. of these Terms and Conditions).
1. Unless otherwise stipulated in these General Terms and Conditions including the following provisions, Vendor is liable in the event of violation of contractual and non-contractual obligations in accordance with the relevant statutory provisions.
2. Vendor is liable to pay damages - regardless of the legal grounds - in the scope of tortious liability in the case of intent and gross negligence. In the case of simple negligence, Vendor is liable subject to milder liability criteria in accordance with the relevant statutory provisions (e.g. the duty of care in its own affairs) only
a) for damage or loss arising from injury to life, body or health,
b) for damage or loss arising from the not insignificant violation of a material contractual obligation (an obligation which must be fulfilled to enable the due and proper performance of the contract and the observance of which the respective other party to the contract will usually rely on and be entitled to rely on); in this case, Vendor's liability is limited, however, to compensation for damage or losses which can typically be foreseen in this type of transaction.
3. The limitations of liability which follow from IX. point 2 also apply to breaches of obligations by or to the benefit of persons, for whose actions Vendor bears responsibility under the relevant statutory provisions. They do not apply in cases where Vendor has maliciously concealed a defect, or has provided a guarantee for the quality of the goods, and for Purchaser's claims according to the German Product Liability Act (Produkthaftungsgesetz, ProdHaftG).
4. Purchaser may only withdraw from or terminate the contract due to a violation of obligations which do not consist in a defect, if Vendor may be held responsible for the violation of obligations. A free right of cancellation for Purchaser (in particular as per Sec. 651, Sec. 649 BGB) is excluded. Otherwise the statutory requirements and legal consequences shall apply.
X. Reservation of title
1. Vendor retains ownership of the goods sold until complete payment of all current and future claims of Vendor based on the contract of sale and a current business relationship (secured claims).
2. Prior to complete payment of the secured claims, the goods for which title is reserved may neither be pledged to third parties nor assigned by way of security. Purchaser must inform Vendor in writing without delay if an application for commencement of insolvency proceedings has been filed or in the case of third party access (e.g. seizure) in respect of the goods belonging to Vendor.
3. Purchaser is obligated to store the goods for which title is reserved for Vendor carefully and to insure them properly against loss and damage at its own cost. Purchaser hereby assigns, in advance, its claims based on the insurance contracts to Vendor.
4. In case of a breach of contract on the part of Purchaser, in particular non-payment of the purchase price due, Vendor is entitled, under the relevant statutory provisions, to withdraw from the contract and/or to demand the goods be returned, on the grounds of the reservation of title. A demand for return of goods does not also constitute a declaration of withdrawal from the contract; rather, Vendor is entitled merely to demand the goods be returned and to reserve the right to withdraw. If Purchaser does not pay the purchase price due, Vendor may assert these rights only if Vendor has set Purchaser a reasonable time limit for payment which has expired fruitlessly or such a time limit is not required under the relevant statutory provisions.
5. Purchaser is authorised, until such time as the respective right is revoked as per X. point 8 below, to resell and/or process the goods subject to reservation of title in the proper course of business. In such a case, the following provisions shall apply in addition.
6. The reservation of title extends to the full value of the goods produced by processing, mixing or combining Vendor's goods, whereby Vendor shall be considered the manufacturer. If, in the event of processing, mixing or combing with third party goods, the right of property of such third parties endures, Vendor shall thereby acquire co-ownership in relation to the invoiced values of the processed, mixed or combined goods. Otherwise, the same shall apply to the goods produced as to the goods delivered which are subject to reservation of title.
7. Purchaser hereby assigns to Vendor, already at this point, any claims against third parties resulting from the resale of the goods or the product in total or in the amount of any co-ownership proportion due to Vendor as per the aforementioned paragraph by way of security. Vendor hereby accepts the assignment. Purchaser's obligations under X. points 2 and 3 also apply in light of the assigned claims.
8. Even after assignment, Purchaser remains authorised, alongside Vendor, to collect payment according to the claim. Vendor undertakes not to assert the claim for payment provided Purchaser complies with its payment obligations to Vendor, there is no defect in its performance and Vendor does not assert its reservation of title by exercising a right under X. point 4. If this is the case however, Vendor can demand that Purchaser informs Vendor about its assignment of claims and their corresponding debtors, provides all information necessary for collection, supplies all associated documentation and notifies the debtors (third parties) of the assignment. In addition, Vendor is entitled in such a case to revoke Purchaser's authorisation to resell and process the goods subject to reservation of title.
9. If the realisable value of the securities exceeds Vendor's claims by more than 10%, Vendor will, on request of Purchaser, release securities of Vendor's choice.
10. Purchaser is obliged, at Vendor's request, to notify its customers of the respective assignment and to give Vendor the information and documentation necessary for asserting its rights against Purchaser's customers. Purchaser is prohibited from entering into side agreements with its customer which could exclude or impair Vendor's rights in any way. Purchaser may, in particular, not enter into any agreements which invalidate or impair the advance assignment of the claims to Vendor.
XI. Choice of law, place of performance, place of jurisdiction, partial invalidity
1. The entire business relationship between Vendor and Purchaser is governed by German law (HGB, BGB) with the exclusion of the application of the UN Convention on Contracts for the International Sale of Goods.
2. The place of performance for delivery of goods is Vendor's respective shipping point, and for payment its registered office.
3. The place of jurisdiction for all disputes is Bielefeld.
4. If any individual clauses of these sales and delivery terms should be or become wholly or partly invalid, the validity of the remaining clauses shall be unaffected thereby. An invalid provision will be deemed to have been replaced by a valid provision which most closely reflects the economic purpose of the invalid provision.
Last updated: 24 January 2018