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Terms of Service

as at 01.07.2010
Download our Terms of Sale and Payment

 

I. Conclusion of the Contract

1. The documents belonging to the supplier's offer and in particular the illustrations, drawings, plans, calculations, tables and weight information are reference values insofar as these are not explicitly declared as being binding. Warranted characteristics are indicated as such. The Supplier reserves the property and copyright for all of the offer documents; these are not to be disclosed to third parties.
2. The contract shall come into existence with regard to these terms of sale with the written confirmation of the supplier, unless the Contracting Parties sign a deed.

3. The terms of the Ordering Party are binding only if and to the extent in which these are acknowledged in writing by the Supplier.

4. As regards electronic equipment, the "General Terms of Sale for Electronic Products and Services" in the version currently in force are to be applied. These shall be made available at the request of the Ordering Party.

5. Collateral agreements and amendments require the written form. shall notify the Ordering Party of these immediately - if possible already before the start of the works.
 

II. Scope of the Supply/Service

1. As regards the scope of the supply and service the written order confirmation of the Supplier is authoritative.

2. The Supplier reserves the right to make any modifications to the article of sale in terms of construction and production technology as well as owing to legal provisions, insofar as the article of sale is modified only in an irrelevant manner and said modifications are reasonable for the Ordering Party. The Supplier is to be informed of said modifications as soon as possible by the Ordering Party.

3. If the article of sale is subject to particular provisions in countries other than the Federal Republic of Germany, the Ordering Party is liable for compliance with these. Should the Supplier entertain doubts on the envisaged type of execution, he shall notify the Ordering Party of these immediately - if possible already before the start of the works.
 

III. Prices

1. The prices are ex works inclusive of loading and exclusive of packaging. The VAT rate in force at the moment of the supply shall be applied.

2. Should a substantial change in the cost factors relevant for the pricing occur - material costs, salaries, freight rates, energy costs, duties under public law - the Supplier can request from the Ordering Party that the latter enter into negotiations on the price adjustment corresponding to the effect of the major cost factors as soon as he has been notified thereof.
 

IV. Terms of Payement

1. Payments inclusive of the indicated VAT are to be settled without delay upon the receipt of the request for payment and, in particular, unless otherwise agreed, as follows: 1/3 advance payment upon the receipt of the order confirmation; 1/3 of the value of the supply or of each partial delivery upon delivery or notice of the readiness for dispatch, the remaining amount at the issue of the invoice.

2. If the payment deadlines are exceeded, interests at the current bank interest rate (the interests applied by banks for short-term credits) and at least at an annual rate of 2% higher than the current discount rate of the German Central Bank inclusive of VAT shall be applied following the demand for payment.

3. Any counterclaim contested by the Supplier or which has become res judicata does not entitle the Ordering Party to retention or offset.

4. If at the moment of the conclusion of the contract facts detrimental to the creditworthiness of the Ordering Party are known, all of the accounts receivable by the Supplier including any bill-based claim shall be due immediately. Similar circumstances also entitle the Supplier to provide outstanding services only against payment in advance or on security.

5. Should the Ordering Party fail to meet his payment commitments, the Supplier can terminate the contract after the expiry of a period set for the performance of the contract, withdraw from the contract or demand damages owing to nonperformance as well as withdraw the supply.
 

V. Reservation of Title

1. The Supplier shall retain title over the deliveries until the complete payment.

2. The handling and processing of the deliveries shall take place on the part of the Supplier free from the Ordering Party's acquisition of ownership.

3. As regards a property of the Ordering Party to be considered as main object as understood in art. 947, para. 2, of the German Civil Law Code, the Ordering Party and the Supplier agree that the Ordering Party shall grant the co-ownership of the related property to the Supplier and to retain possession over it on behalf of the latter.

4. The receivables of the Ordering Party resulting from the resale of the reserved assets or from their installation in a third party's property are transferred as from now to the Supplier. At the request of the Supplier the Ordering Party must notify the transfer to his debtors.

5. The Ordering Party is entitled to the collection of the sums due. The Supplier's power to collect sums remains unaffected by the Ordering Party's right to collection. At its request the Ordering Party shall notify the debtors of the receivables transferred to the Supplier as well as provide any information or documents necessary for the collection. The Supplier undertakes to unblock on demand the available securities insofar as their value exceeds the receivables yet to be secured by more than 25%.

6. The Ordering Party is not allowed to pledge and transfer by way of security the deliveries . The Ordering Party must notify the Supplier immediately of any attachment of property and other orders on the part of third parties.

7. The claim for return put forward with regard to the reservation of title is not tantamount to the termination of the contract.
 

VI. Delivery Deadlines

1. The delivery deadlines starts with the date of the order confirmation from the Supplier or with the signing of a deed, but neither before the receipt and discussion of the documents, authorizations and disclaimers to be obtained by the Ordering Party nor before the receipt of the agreed advance payment. In case of the delayed performance of the contractual obligations of the Ordering Party and of the suspension of the execution on the part of the Ordering Party the delivery deadline shall be extended accordingly.

2. The delivery deadline shall be postponed accordingly in the case of industrial disputes and in particular strikes and lockouts, in cases of force majeure as well as in the event of other obstacles such as operational breakdowns, scrapping, delays of subcontractors or other delays not ascribable to the Supplier, insofar as these events affecting the timely performance of the contract lie outside of the will of the Supplier and are beyond the control of the Supplier. The occurrence and expected duration of such events is to be notified immediately by the Supplier to the Ordering Party, regardless of whether these events occur in the premises of the Supplier or of one of his subcontractors.

3. Should the Supplier fall in arrears, the Ordering Party can claim compensation for damage occasioned by delay to be evidenced - with the exclusion of other claims and rights save for the right to rescind as per item 10.4 herein - for each full week of delay in the amount of 0.5% of the contract price of the supply in arrears, but as a whole no higher than 5% of said contract price. Should an event as understood in item 6.2. herein liable of causing a delay in the delivery occur subsequently, further compensation for default shall not be applicable until the cessation of this event.

4. The delivery deadline is met if the article of sale has left the factory by its expiry or if the readiness for delivery has been notified.

5. Should the delivery be delayed for reasons not ascribable to the Supplier for more than a month from the notification of the readiness for delivery, the Supplier can store the supply parts at the expenses and risk of the Ordering Party. When storing these in his own premises the Supplier can charge at least 0.5% of the contract price of the stored parts per month.
 

VII. Passing of Risk

The risk passes to the Ordering Party if the supply parts have left the plant. If the dispatch is delayed without fault on the part of the Supplier, the risk passes to the Ordering Party as of the date of the receipt of the notice of readiness for delivery.

VIII. Abnahme und Erfüllung

1. The contractually agreed acceptance of the supply parts is to be provided immediately after the notice of readiness for delivery.

2. The relevant acceptance costs shall be borne by the Supplier, while the individual acceptance costs and fees of the acceptance agency shall be borne by the Ordering Party.

3. If the acceptance does not take place within two weeks from the notice of readiness for delivery or is not completed within this period, the Supplier is entitled to deliver the goods without acceptance. The supply parts are to be considered as contractually delivered with the delivery or, if the dispatch is delayed for reasons not ascribable to the Supplier, with the notice of readiness for delivery. This does not apply if the acceptance is rejected owing to substantial shortcomings.

4. Partial deliveries are permissible.

5. The supply parts - even these if these should reveal insignificant defects - are to be accepted by the Ordering Party without prejudice to the rights resulting from the warranty for defects of the supply.
 

IX. Warranty

1. 1. The Supplier shall guarantee that his services meet the acknowledged state of the art at the moment of the acceptance and are not marred by defects liable of voiding or reducing the value or fitness for the ordinary or contractually envisaged purpose.

2. The Supplier is not liable for any defects that are ascribable to the specification of services or to the instructions of the Ordering Party, to the materials or components supplied or required by the latter or to the quality of the advance performance of a company required by the Ordering Party unless he has failed to perform a test expected from him or, if necessary, to provide a notice on a feared defect owing to gross negligence.

3. For services and supplies provided by subcontractors and used by the Supplier without any further and substantial processing, the warranty is limited to the assignment of his claims arising with the subcontractor. If it is not possible for the Ordering Party enforce the arising claims against the subcontractor, the claims against the Supplier are revived.

4. The warranty is limited to the rectification of defects or replacement at the choice of the Supplier's choice. The Supplier shall bear the direct costs therefrom resulting for repair or spare parts including those for the shipping as well as the relevant costs for the installation and removal. Otherwise the Ordering Party shall bear any other cost.

5. Warranty claims are to be asserted immediately in writing with the provision of an adequately precise description of the defect within a period of 24 months from the acceptance of the delivery. These claims are subject to a statute of limitations on the expiry of a period of 12 months from the receipt of the claim in writing and at the earliest, however, with the end of the warranty period. The same applies for any warranty claim with regard to the removal of defects.

6. If a defect is not eliminated within a reasonable period, the Ordering Party can lower the purchase price accordingly.

7. Other claims on the part of the Ordering Party and in particular claims for damages not occurring on the article of sale are excluded. This does not apply for consequential harm caused by a defect against which the Ordering Party should be covered owing to the warranty on specific characteristics. In this case, however, the claim for damages is limited to 5% of the order total without VAT.
 

X. Withdrawal

a) Withdrawal on the part of the Ordering Party

1. The Ordering Party can withdraw from the contract if it is ultimately impossible for the Supplier to fulfil the contractual obligations owing to reasons for which the latter is liable before the risk is passed. In the case of partial impossibility of performance the right to withdraw subsists if the partial performance is of no interest for the Ordering Party. If this is not the case, the Ordering Party can request an appropriate reduction in the price.

2. If the impossibility is ascribable neither to the Supplier nor to the Ordering Party, the Supplier is entitled to the relevant partial remuneration for his expenses.

3. If the impossibility arises through the fault of the Ordering Party or without the gross negligence of the Supplier owing to the delay in acceptance by the Ordering Party, the latter is obliged to provide undiminished consideration.

4. In the case of delay in delivery, the Ordering Party can withdraw from the contract if he has set in writing an additional period of time of reasonable length for the Supplier and he wishes to withdraw from the contract after the elapse of this period in vain.

b) Withdrawal of the Supplier

In the case of unforeseeable events or inevitable circumstances lying beyond the control of the Supplier, the Supplier can withdraw either wholly or in part, insofar as and to the extent in which the events or circumstances alter substantially the financial relevance or the contents of the performance or have considerable effects on his business.
 

XI. Liability

1. 1. The Supplier is liable with the Ordering Party regardless of the legal grounds to the extent in which the existing manufacturer's liability insurance provides compensation. Insofar as this is not the case, he is liable only for his own gross negligence as well as for the gross negligence of his managerial employees and vicarious persons; no liability subsists for consequential damage. Liability is excluded beyond the foregoing.

2. All of the liability claims against the Supplier, regardless of the legal grounds, are subject to a statute of limitations of no more than one year from the passing of risk to the Ordering Party, if the period of limitation envisaged by the law is not shorter.

 

XII. Place of Performance/Jurisdiction

1. The place of performance for the supply and the place of jurisdiction for any dispute resulting from the contractual relationship is the place where the supplying plant is located.

2. The Supplier can file a lawsuit also at the principal place of business of the Ordering Party.

3. Venue shall be the city of Osnabrück.

 

XIII. Arbitral Tribunal/Procedure

In case of the agreement to resort to an arbitral tribunal the procedure shall follow the Rules of Arbitration of the German Committee for Arbitration.

 

XIV. Miscellaneous

The invalidity of any single provision or part of a provision herein shall not affect any part of the remaining provisions. An ineffective provision is to be replaced by an admissible regulation, which comes as close as possible to the financial purpose of the ineffective provision.

Hammersen Elementbau GmbH & Co. KG
Chemnitzer Strasse3,
49078 Osnabrück

as at 01.08.2024
Download our Terms and Conditions of Purchase

I. Applicable law

  1. Our Purchase Conditions (=PCs) apply to all business transactions with all our suppliers and other contractors, hereinafter jointly referred to as "Supplier" or "Suppliers". However, they only apply if the Supplier is an entrepreneur as defined by § 14 BGB (German Civil Code) or a legal entity under public law or a special fund under public law. They apply in particular to contracts for the purchase and/or delivery of movable items or rights, irrespective of whether the Supplier manufactures the goods itself or purchases them from upstream suppliers, with or without further processing. They also apply in their respective current version to future contracts with the same Supplier without expressly referring to it again. We inform our Suppliers about changes to our terms and conditions.
  2. Conflicting, supplementary or deviating terms and conditions of the Supplier shall expressly not apply, even if we accept the Supplier's delivery without reservation in the knowledge of conflicting terms and conditions of the Supplier.
  3. Individual agreements with the Supplier shall take precedence over our PCs, provided that they are at least in text form.

II. Conclusion of contract, content and scope of the contract

  1. Our purchase orders are only legally binding in text form. In the event of obvious errors, incomplete details or mistakes in the purchase order, including our order documents, the Supplier must notify us in text form for the purpose of correction or completion prior to acceptance. Otherwise the contract shall be deemed not to have been concluded.
  2. Our purchase orders can only be accepted in text form. If the Supplier deviates from the content of our order, it must expressly point out the deviation to us in the declaration of acceptance.
  3. Verbal business transactions shall only become effective upon our confirmation in text form in the form of a commercial letter of confirmation.
  4. Within the framework of continuing obligations, our delivery call-offs shall become effective if the Supplier does not (justifiably) object to them in text form within two working days (6-day week) of receipt of the order.
  5. We generally object to any reservation of self-supply by a Supplier, even in the case of recurring call-offs, who bears the procurement risk for its services and the material risk until we accept the delivery. We are entitled to demand changes to the delivery item after conclusion of the contract, insofar as this is reasonable for the Supplier. The contract must then be adjusted accordingly with regard to additional or reduced costs.
  6. All information provided by the Supplier about the contractual goods, regardless of whether it is taken from product and safety data sheets, specifications, descriptions or applications, shall be deemed to be agreed characteristics. The Supplier is only obliged to deliver goods that comply with the specifications, which must be packaged in such a way that any negative influence on the contractual goods is excluded and the requirements of good manufacturing practice (GMP) are fulfilled.
  7. All deliveries and services are to be manufactured and delivered by the Supplier as manufacturer in accordance with the latest state of the art. The Supplier guarantees that the goods and services provided by it are suitable for typical use as construction products, unless we have specified a different purpose in the purchase order. They must comply with the statutory and other provisions of the Federal Republic of Germany and the EU and must also comply with the provisions of the countries to which the deliveries and services are sent by us or directly by the Supplier, if and insofar as we have pointed this out prior to the conclusion of the contract. The transfer of ownership of any delivered goods to us must take place unconditionally and without regard to the payment of the purchase price; we object to any retention of title or current account reservation.
  8. We object to unagreed partial deliveries and partial services and are not obliged to accept them. Partial delivery shall not result in the transfer of risk.
  9. We reserve the property rights and copyrights to illustrations, plans, drawings, execution instructions, raw materials and semi-finished products provided and other documents. Insofar as these are essential for the fulfilment of the contract by the Supplier, the Supplier is obliged to check and point out discrepancies, errors, contradictions or other defects within the scope of its expertise. The Supplier bears sole responsibility for its plans and calculations for the contractual services even if we clear them by means of an approval.
  10. The Supplier is not entitled to use our documents for its own or third-party purposes and/or to make them available to third parties, but only for the fulfilment of the contract in our favour. The same applies to substances and materials as well as tools etc., insofar as we provide them. These are to be stored separately at the Supplier's expense and re-insured to an appropriate extent against destruction and loss (by an all-risk insurance policy) at the replacement value in our favour and used exclusively for the fulfilment of the contract.
  11. The involvement of subcontractors requires our prior consent, at least in text form. The Supplier must ensure that any subcontractor it employs is obliged to comply with the provisions of the contract with us in all cases. In the event of the use of subcontractors, the Supplier shall assign to us all fulfilment and warranty claims and other liability claims against the subcontractor so that we can assert these ourselves.
  12. All documents from us must be returned to us on first request and without the Supplier's right of retention.
  13. We object to any embargo clause and any reservation of fulfilment. All delays in delivery must be notified immediately in text form, stating the reasons and the duration of the delay. The statutory rights of both parties in the event of default shall remain unaffected.
  14. Legally relevant declarations of any kind, whether for the conclusion or fulfilment of the contract or post-contractual declarations, must be made in text form to be effective.. 

III. Scope of delivery, delivery time, delay, contractual penalty

  1. In the absence of a deviating agreement in text form, DDP at the agreed destination shall be deemed to be the agreed delivery terms, in the absence of an agreement on a destination, at Hammersen's registered office in Osnabrück. The delivery must be made in the packaging specified by us, in the absence of a corresponding agreement, in sufficiently dimensioned packaging. The Supplier must dispose of packaging and transport materials at its own expense after delivery.
  2. Agreed delivery dates and deadlines are binding. Complying with them requires the timely receipt of the goods by us or at the point of reception specified in the agreement. We may reject excess or short deliveries that have not been agreed at the Supplier's risk and expense. Detailed accompanying documents must be attached to all deliveries, including at least the designation of the goods, our purchase order numbers, quantities and units, weight, article name, certificates of inspections carried out by the Supplier, certificates of origin, shipping documents, etc. The Supplier must provide a corresponding declaration of identity and a test certificate of conformity with each delivery. Unless already provided upon conclusion of the contract, the Supplier is obliged to provide all necessary product information, safety data sheets, processing instructions, instructions for use and storage instructions in German and English at the latest upon delivery.
  3. In the event of a delay in delivery for which the Supplier is responsible, we are entitled, in addition to further statutory claims, to demand lump-sum compensation for the damage caused by the delay amounting to 0.3 % of the net order value per working day (6-day week), in the case of agreed partial deliveries 0.3 % of the pro rata value of the delivery, but in any case a maximum of 5 % of the total net order value of the delivery. We reserve the right to provide evidence of higher damages, in which case the lump sum shall be offset against the damages. The Supplier is entitled to prove that no damage or only significantly less damage than the lump sum has been incurred.

IV. Prices and terms of payment

  1. The prices stated in our purchase order are fixed prices including all ancillary costs. The prices are quoted in euros and as net prices and include free delivery (DDP Incoterms 2020) as well as packaging and transport liability insurance, customs clearance including ancillary customs costs and, if agreed at least in text form, any necessary assembly and installation.
  2. In the case of continuing obligations and contracts where there are more than 4 months between conclusion of the contract and delivery, we expressly object to demands by the Supplier to increase the price.
  3. The agreed price shall be due for payment within 30 calendar days of complete delivery and performance, including any agreed acceptance and receipt of a properly issued invoice containing all order codes and item numbers / article numbers from our purchase order, including the submission of the documents in accordance with Section III. (2) of these PCs. If we make payment within 14 days of the due date, we shall be entitled to claim and deduct a cash discount of 3 %. Payment shall be deemed to have been made on time if we have sent it within the cash discount period. We expressly do not owe any interest on arrears; default interest is limited to 5 percentage points above the base rate per annum. In any case, a reminder at least in text form is required for a default to occur.
  4. Payments do not constitute an acknowledgement that the delivery complies with the contract and are made subject to checking the invoice and goods.
  5. In the event of defective delivery or performance, including incorrect deliveries, short deliveries and excess deliveries, the rendering of short or excess services, we shall be entitled to withhold an appropriate amount of payment. We are entitled to rights of offsetting and retention as well as the defence of non-performance of the contract to the extent permitted by law. In particular, we are also entitled to withhold payments due from a current account relationship in an appropriate amount as long as we are still entitled to claims from incomplete or defective performances against the Supplier from the same business relationship.
  6. The Supplier is only entitled to rights of retention on the basis of legally established or undisputed counterclaims arising from the same legal relationship if the statutory requirements are otherwise met.

V. Supplier's inspection and testing obligations / quality control / warranties / liability

  1. The Supplier is obliged to inspect the material / raw materials provided by us for obvious and visible defects upon delivery and additionally before further processing and to report any defects found immediately, at least in text form.
  2. For all deliveries and services to us, the commercial obligation to inspect and give notice of defects in accordance with the statutory provisions of §§ 377 et seq. HGB (German Commercial Code) is waived. The Supplier is responsible for a 100 % outgoing goods inspection. Notwithstanding the above, we will immediately report any transport damage, incorrect or short deliveries that can be detected upon delivery. Our report shall be deemed on time if it is made within 10 working days of discovery or, in the case of obvious defects, within 3 working days.
  3. For all material defects and defects of title, including incorrect and short deliveries and other breaches of duty by the Supplier, the statutory provisions shall expressly apply without restriction with regard to our rights. Contrary to § 442 (1) Clause 2 BGB, we shall also be entitled to claims for defects if both parties were unaware of the defect at the time the contract was concluded due to gross negligence.
  4. We object to any limitation of liability with regard to the statutory rights of recourse. Where defects exist, we will decide whether the goods should be repaired or replaced. In this case, all expenses for the rectification of defects and replacement delivery shall be borne by the Supplier, which shall include any necessary installation and removal costs, including other ancillary costs incurred, for example, due to the fact that the defective delivery has been further processed and possibly installed by third parties and must be removed again. The right to compensation for damages, in particular the right to claim damages instead of performance or in addition to withdrawal, is expressly reserved.
  5. Inspection costs for the cause of defects as well as the defect-free nature of rectification work incurred by us or legitimately invoiced to us by our customers shall be borne by the Supplier if it is responsible for the defect and in part if it is partially responsible for it.
  6. In the event of imminent danger, we shall be entitled to rectify defects in the Supplier's deliveries and services at its expense.
  7. Claims for defects shall not expire before 5 years and 6 months after delivery and, if applicable, acceptance.

VI. Property rights of third parties

  1. The Supplier warrants that its deliveries and services are free from third-party rights and shall indemnify Hammersen against all claims upon first request in the event of an infringement of third-party rights. The Supplier must notify us immediately of any claims asserted against it. If the utilisation or use of the delivery or service is impaired as a result of existing property rights, the Supplier must either acquire the corresponding authorisation at its own expense or provide the service in an equivalent manner so that the utilisation or use of the delivery and service no longer conflicts with any third-party property rights and this immediately complies with the contractual agreements. Changes must be acceptable to us.
  2. The limitation period for claims arising from the infringement of industrial property rights shall be at least 3 years and shall not commence until we become aware of such claims against us; the maximum limitation period shall be 10 years from the infringement of rights.

VII. Product liability

  1. In the event that claims are asserted against us on the basis of product liability, the Supplier is obliged to indemnify us against all claims if and to the extent that the damage has been caused in whole or in part by a defect in the contractual item delivered by the Supplier or a defect in its performance. In addition, the Supplier shall bear all costs and expenses, including the costs of any legal action or recall action. In all other respects, the statutory provisions apply.
  2. The Supplier is obliged to maintain product liability insurance with an appropriate amount of cover during the term of the contract and for the period of the warranty and to provide evidence of this on first request.
  3. The Supplier is obliged to provide advance finance all our necessary expenses in the event of a product liability claim against us. 

VIII. Insurance

  1. The Supplier is obliged to take out a liability insurance policy, in particular with extended insurance and, among other things, to cover any defect-related dismantling and installation costs, an appropriate amount of cover in the event of its liability. In addition, the Supplier must take out / maintain all necessary insurance against all risks arising from the fulfilment of the contract and provide evidence of this on request

IX. Rights and obligations in connection with the provision of materials

  1. We reserve title to any tools that we may provide to the Supplier. If we provide the Supplier with parts/goods, any processing and remodelling work shall be carried out by the Supplier on our behalf. If these goods supplied under retention of title are processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of our item (purchase price plus VAT) to the other items at the time of processing. If the mixing/combination is carried out in such a way that the Supplier's item is to be regarded as the main item, it is agreed that the Supplier shall transfer ownership to us on a pro rata basis; the Supplier shall keep the sole ownership or co-ownership for us. The same applies to the further processing of the delivered goods by us, meaning that we are deemed to be the manufacturer and acquire ownership of the delivered product at the latest when it is further processed in accordance with the statutory provisions.

X. Legal consequences in case of force majeure

  1. We are not liable for the non-fulfilment of bindingly agreed cases of acceptance if we can prove that the non-fulfilment is due to an impediment outside our sphere of influence and that we cannot reasonably be expected to consider the impediment at the time the contract is concluded or to avoid or overcome the impediment or its consequences (force majeure means unavoidable events, e.g. natural disasters, earthquakes, floods, storms, volcanic eruptions, acts of God, riots, blockades, fire, civil war, embargo, hostage-taking, war, revolution, sabotage, [strikes, if these occur at a third party,] terrorism, traffic accidents, pandemics/epidemics, production disruptions). If the non-fulfilment is due to non-fulfilment by a third party whose services we use to fulfil the contract, we are only exempt from liability, i.e. we do not have to accept the goods if we are exempt in accordance with Clause 1 and the third party itself would also be exempt in accordance with Clause 1 if Clause 1 were to apply to it. The exemption applies in principle for the period for which the reason for the hindrance exists. In such cases, we are obliged to notify the Supplier of the reason for the impediment and its effects on our ability to fulfil the contract immediately after becoming aware of the reason for the impediment. Failure to comply with this notification obligation within a reasonable period of time shall result in us being liable for any damage arising from the non-receipt of the notification. The liability exemption mechanisms in this clause are exhaustive. National law only applies on a supplementary, subordinate basis; in the event of contradictions, these PCs take precedence.
  2. If the requirements of the aforementioned Paragraph 1 are met, we are released from the obligation to accept delivery in the above-mentioned sense and from any claims for damages. If it is possible to postpone acceptance to a later date and if this is reasonable for us, the Supplier is entitled to deliver the contractual products at the later date to be specified by us and we shall be obliged to accept them. If this possibility demonstrably does not exist, we are authorised to withdraw from the contractual relationship in whole or in part without any damages or penalties. We provide the evidence.

XI. Applicable law / place of jurisdiction / place of fulfilment / final provisions

  1. The law of the Federal Republic of Germany shall apply between the parties. The provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) are excluded.
  2. The place of jurisdiction for all disputes is Osnabrück. We are further entitled, at our own discretion, to take legal action against the Supplier at the court of its registered office or branch office or at the court of the place of fulfilment.
  3. The place of fulfilment for all deliveries and services under this contract is Osnabrück.
  4. The Supplier agrees that we may store and process company and personal data belonging to the Supplier and its employees and, if necessary, transfer it to third parties in order to process the transaction, insofar as this is necessary in the context of processing the contract and shall ensure that the relevant consents are obtained. We ensure compliance with the provisions of the GDPR.
  5. Should individual parts of these PCs be or become legally invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid provision.

 

Hammersen Elementbau GmbH & Co. KG
Chemnitzer Strasse3, 49078 Osnabrück