I. General Provisions

1. These terms and conditions of delivery and payment apply to all current and future offers, sales, deliveries, and services, and shall become an integral part of the contract. They do not apply if our contracting partner is a private individual acting for purposes outside their trade or profession.

2. We expressly reject any deviating or additional terms and conditions of the purchaser. Such conditions shall not apply even if the purchaser refers to them in their order or other declaration.

3. If our offers, order confirmations, or invoices contain obvious errors, such as calculation mistakes or similar, we reserve the right to correct these documents retroactively. Any resulting differences in amounts shall be due for payment upon expiry of the original invoice.

4. When using the delivered goods, the intellectual property rights of third parties must be respected.

II. Offers

1. Our offers are non-binding and subject to change without notice.

2. Drawings, copies, weights, dimensions, and other performance data provided in printed materials (such as brochures, circulars, or price lists), as well as any other agreements (including verbal side agreements), shall only be binding if confirmed by us in writing. We reserve the right to make design modifications, provided that the overall performance of the product remains unaffected and the modification is reasonable for the customer.

3. Changes to orders are only binding if confirmed by us in writing.

4. As our products are made to order, the customer must promptly review the order confirmation, including all attached documents. The customer is required to examine the order confirmation – including drawings, dimensions, and other performance data – within 24 hours and return it to us with a verification note. Failure to do so in time voids any warranty claims under section VIII.

III. Prices

1. All prices quoted are exclusive of the statutory value-added tax (VAT) and are ex works, excluding packaging, freight, and customs duties.

2. Unless otherwise agreed, prices and conditions valid at the time of contract conclusion according to our current price list apply.

3. All payments must be made to us in EURO

IV. Payment Terms

1. All payments must be made to us in EURO.

2. The payment terms and deadlines agreed upon for each order shall apply. If nothing else has been agreed, our invoices are payable within 30 days from the invoice date without deduction.

3. The purchaser is in default of payment without a reminder if the purchase price is not paid within 8 days after the due date. Payment deadlines are considered met if we have the amount available on the due date. Payment transaction costs shall be borne by the purchaser.

4. Payments may be offset at our discretion against any outstanding claims.

5. Bills of exchange are only accepted by prior agreement as performance. Discount and collection fees as well as interest are borne by the purchaser and must be reimbursed to us immediately without deduction.

6. In case of default in payment, we are entitled to charge default interest at 8% above the base rate from the respective due date. Claims for higher damages remain unaffected.

7. From the second payment reminder onwards and for each subsequent reminder, reminder fees will be charged in addition to interest.

8. If circumstances become known after contract conclusion that cast doubt on the purchaser’s ability to pay, we are entitled to execute outstanding deliveries and orders – even if already confirmed in writing – only against advance payment or security by bank guarantee and to make all claims arising from the business relationship due immediately. Delivery deadlines shall be extended accordingly. If goods have already been delivered, the purchase price becomes due immediately without deduction regardless of agreed payment terms.

9. Doubts about the purchaser’s ability to pay arise, among other cases, if an application for insolvency proceedings has been filed against their assets or if payments to us or third parties are not made on time.

10. The customer is obliged to inform us of any imminent inability to pay pursuant to the German Insolvency Code (InsO). If the customer – insofar as it is a corporation – deliberately or through gross negligence violates this obligation, the managing director of the customer shall be personally liable for damages resulting to us.

11. Withholding payments or offsetting any counterclaims by the purchaser are excluded.

V. Retention of Title and Securities

1. All delivered goods remain our property (reserved goods) until all claims arising from the purchase contract, including all balance claims due to us within the business relationship (balance retention of title), have been fulfilled. Ownership of the delivered goods transfers to the purchaser only when they have fulfilled all their obligations from the business relationship, including ancillary claims, claims for damages, and the redemption of checks and bills of exchange. In the case of the check-bill-of-exchange procedure, the retention of title in all its forms does not expire upon payment of the check but only upon redemption of the bill of exchange.

2. Any processing or transformation of the delivered goods shall be carried out by the purchaser on our behalf without any obligation for us. If the delivered goods are combined, mixed, or connected with other items not owned by us, we acquire co-ownership of the new item in proportion to the invoice value of the reserved goods relative to the invoice value of the other used goods. If our ownership expires through combination or mixing, the purchaser hereby already transfers to us co-ownership rights to the new stock or item to the extent of the invoice value of the reserved goods and stores it for us free of charge.

3. The purchaser may only sell the reserved goods in the ordinary course of business and only as long as they are not in default. They may neither pledge nor transfer them as security.

4. To secure our rights, the purchaser hereby assigns to us all claims they acquire from the resale of the reserved goods up to the full amount, regardless of whether the reserved goods are resold before or after processing or combination to one or several buyers. If the reserved goods are sold together with other goods not sold by us—whether processed, unprocessed, filled, mixed, or combined—the claim from the resale is assigned to us in the ratio of the invoice value of the reserved goods to the invoice value of the other sold goods. In the case of resale of goods in which we hold co-ownership shares pursuant to No. 2, a part corresponding to our co-ownership share is assigned to us. If the reserved goods are used by the purchaser to fulfill a contract for work, the claim arising from that contract is assigned to us in the same proportion in advance.

5. The purchaser must inform us immediately of any third-party access, especially enforcement measures or other impairments of our ownership rights. The purchaser shall compensate us for any damages and costs incurred to remove the access or to reclaim the reserved goods unless these are reimbursed by third parties.

6. At our request, the purchaser must provide information about whom they have sold the reserved goods and the amount of claims from these resales. We have the right to notify the purchaser’s customers of the assignment without notifying the purchaser.

7. If the invoice value of the existing securities exceeds the secured claims, including ancillary claims, by more than 50%, we shall, at the purchaser’s request, release securities of our choice accordingly.

8. The purchaser is authorized to collect the assigned claims as long as they properly fulfill their obligations toward us.

9. We have the right to collect assigned claims ourselves if the purchaser does not properly fulfill their obligations.

10. In the event of the purchaser’s insolvency, we may demand the return of reserved goods still in their possession without prior notice. The purchaser bears the transport costs. For this purpose, we are permitted to enter the purchaser’s premises, inspect books and papers as necessary to locate the delivered goods, inspect and assess stock, and secure it. If we have to take over, segregate, or otherwise secure goods from the purchaser to safeguard our ownership (claims), we are entitled to make deductions of up to 40% of the goods’ value.

VI. Dimensions, Weights, and Quality

1. Information regarding types, dimensions, weights, usability, as well as references to standards and qualities and their components, do not constitute assurances or guarantees, just as declarations of conformity or manufacturer statements and corresponding markings such as CE and GS do not.

2. We are entitled to determine weights theoretically without weighing, based on length/area or supplier specifications. All information about net and gross weights as well as packaging units and sizes is approximate and non-binding.

VII. Deliveries, Delivery Times, and Shipping Instructions

1. Unless otherwise agreed, the mode of shipment, transport, or other safeguards are at our discretion. The risk of transport always passes to the customer – even in the case of freight-free delivery and/or if shipping is done with our own vehicles. We are not obligated to arrange transport insurance.

2. Delivery time indications are non-binding. Delivery periods begin on the date of our order confirmation, but not before all execution details and all other prerequisites to be created by the customer for proper contract fulfillment have been clarified. The same applies to delivery dates. Subsequent order changes extend the stated delivery date or period accordingly. Early deliveries and partial deliveries within a reasonable scope for the customer are permitted and may be invoiced separately. The delivery period is considered met if the goods have left our premises or readiness for shipment has been communicated by its expiry.

3. If the customer breaches their cooperation obligations (e.g., by not picking up goods in time or refusing acceptance), the risk passes to the customer. The purchase item is then deemed properly accepted.

4. Events of force majeure extend the delivery time appropriately and entitle us to withdraw fully or partially from the contract. Force majeure includes currency, trade policy and other sovereign measures, strikes, lockouts, operational disruptions not caused by us (e.g., fire, machine failure, shortage of raw materials or energy), obstruction of traffic routes, delays in import/customs clearance, and all other circumstances not caused by us that significantly hinder or make delivery impossible. This also applies if these circumstances occur during an already existing delivery delay or with a subcontractor.

5. In case of delivery delays not caused by intent or gross negligence, claims for damages of any kind are excluded. If we culpably fail to meet a specifically agreed deadline or otherwise fall into default, the customer must grant us a reasonable grace period.

VIII. Claims for Defects

1. Obvious defects, transport damage, short deliveries, or incorrect deliveries must be reported to us immediately – no later than within 5 working days after receipt of the goods at the destination. Complained goods must not be processed or installed.

2. Complaints due to hidden defects must be reported to us immediately after discovery – with immediate cessation of any processing or installation – but no later than within one month after receipt of the goods.

3. In case of timely and justified notice of defects, the buyer is entitled only to rectification. If rectification fails or is unreasonable, the buyer may demand a reduction of the purchase price or rescission of the contract. If the defect is not significant, the buyer is entitled only to a price reduction.

4. Warranty claims, if justified, are limited to the defective parts. Connections that can be detached from the defective parts and can be reused due to their nature are excluded from any warranty.

5. If the buyer withdraws from the contract due to a legal or material defect after unsuccessful rectification, no claims for damages due to the defect exist. If the buyer claims damages after unsuccessful rectification, the goods remain with the buyer if this is reasonable. Damages are limited to the difference between the purchase price and the value of the defective goods.

6. Beyond warranty claims, no claims for damages of any kind may be made, especially for operational disruptions, removal and installation of parts, freight costs, or consequential damages.

7. No liability is accepted for products subject to premature wear due to their material nature or intended use, nor for damages caused by natural wear, improper or incorrect handling, or excessive use. Warranty claims, if justified, are generally limited to the defective parts. Reusable detachable connections from defective parts are excluded from any warranty.

8. Furthermore, our liability is excluded if the defect was caused by the design of the product into which our part is incorporated or by the instructions of the manufacturer of the main product. The buyer or injured party bears the burden of proof for the defect, the damage, and the causal connection between defect and damage.

9. Hardening services performed by us are carried out diligently. However, no warranty can be given regarding hardness, surface quality, warping, and freedom from cracks.

IX. Liability

1. Claims for damages due to breach of duty are excluded both against the seller and its vicarious agents, unless they are based on intent, gross negligence, or culpable breach of essential contractual obligations. In case of culpable breach of essential contractual obligations, we are only liable for the foreseeable, contract-typical, direct average damage according to the nature of the goods. The above limitations of liability do not affect claims by the buyer under product liability law. Furthermore, the liability limitations do not apply to injuries to life, body, or health caused by us.

2. The buyer's claims for damages due to a defect expire after one year from delivery of the goods.

X. Data Protection

1. We are entitled to process, especially to store or transmit to a credit institution, data concerning the buyer obtained in connection with the business relationship or in connection therewith, regardless of whether these data originate from the buyer himself or from third parties, in compliance with the Federal Data Protection Act. This notice replaces the information pursuant to the Federal Data Protection Act that personal data about customers are stored and processed by electronic data processing.

XI. Severability Clause

1. Should any provision of these General Terms and Conditions of Delivery and Payment be wholly or partially invalid or become invalid, the validity of the remaining provisions shall remain unaffected. The wholly or partially invalid provision shall be replaced by the provision that comes closest to our original intent.

XII. Applicable Law, Jurisdiction and Place of Performance

1. The contractual relationship between the buyer and us shall be governed exclusively by the law of the Federal Republic of Germany, even if the buyer has their residence or place of business abroad. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall be excluded.

2. The place of performance for deliveries of goods and all obligations arising from this contract is D-26689 Apen. The place of jurisdiction for both parties is Westerstede. However, we are entitled to sue the buyer at their general place of jurisdiction.

XIII. Miscellaneous

1. If a buyer residing outside the Federal Republic of Germany (foreign buyer) or their agent picks up goods or transports or ships them abroad, the buyer must provide us with the tax-required export proof. If this proof is not provided, the buyer must pay the value-added tax applicable for deliveries within the Federal Republic of Germany on the invoice amount.

2. For deliveries from the Federal Republic of Germany to other EU member states, the buyer must provide us with their VAT identification number before delivery, under which they carry out acquisition taxation within the EU. Otherwise, the buyer must pay, in addition to the agreed purchase price, the statutory VAT amount owed by us for our deliveries.

Huisman GmbH ,  An der Wiek 19 ,  26689 Apen
(Stand: November 2024)
+49 4489 935505
info@huisman-gmbh.de