HOLZ automation GmbH

Terms and Conditions of Sale and Delivery

1. Applicability of Terms
1.1 Our offers, sales, and deliveries are based on these Terms and Conditions of Sale and Delivery. The purchaser’s terms of purchase or other deviating agreements shall only be deemed accepted if confirmed by us in writing as an addendum to these terms of sale.
1.2 References or counter-confirmations by the purchaser with reference to their terms of purchase are hereby expressly rejected.
1.3 Our terms of sale apply only to companies within the meaning of Section 310(1) of the German Civil Code (BGB).
 
2. Offer and Contract Formation
2.1 Our offers are subject to change until acceptance by the purchaser and may therefore be revoked by us at any time until receipt of written acceptance or until delivery of the goods.
2.2 Offers/orders from the purchaser become legally binding only upon our written order confirmation or upon our delivery of the goods. The purchaser is bound to their order/offer for 14 days. This period begins from the time the order is received by us. During this 14-day period, we are entitled to decline the conclusion of this contract. If we do not decline during this period or if the goods are delivered before this period expires, the contract shall exceptionally be formed even without our written order confirmation.
2.3 Information contained in catalogs, brochures, circulars, advertisements, illustrations, and price lists regarding weights, dimensions, capacities, prices, performance, and the like is non-binding unless expressly made part of the contract. We are only obligated to strictly comply with DIN standards, drawings, weight and dimension specifications, and plans if this has been expressly agreed in writing. Otherwise, the contractually owed properties of our products are determined exclusively by our product description. Unilateral expectations expressed by the purchaser are disregarded, as are advertising statements and other public statements by our company or any of our suppliers.
 
3. Scope of Deliveries
3.1 The scope of deliveries is determined by our information in the order confirmation or, if no order confirmation is issued, by the information in our offer.
3.2 The purchaser assumes full responsibility for the accuracy of documents to be provided by them, such as drawings, gauges, samples, and the like. All information regarding dimensions and the like requires written confirmation.
3.3 Samples are provided for inspection upon request.
3.4 The client is liable for damage to our product up to the purchase price of the respective component.
3.5 The seller reserves the right to make changes due to technical developments.
 
4. Prices
4.1 Prices are ex works plus the value-added tax applicable in the Federal Republic of Germany. If delivery is requested, additional costs for packaging, transport, insurance, customs, etc., will be invoiced separately. This also applies to agreed partial deliveries and express shipments.
4.2 The prices stated in our offer/order confirmation are based on the calculations existing at the time of the offer/order confirmation. If a significant change in raw material prices—at least 10%—occurs after conclusion of the order, we are entitled to increase the agreed prices by the proportional additional cost. The purchaser will be notified accordingly.
4.3 The minimum order value is 100 EURO.
   
5. Delivery Time, Delay, Impossibility, Call-Off Purchase
5.1 The delivery time is the date specified in writing in our order confirmation. If the purchaser does not provide the documents or materials to be supplied by them in a timely manner, the delivery time shall be extended accordingly by the period of delay.
5.2 The delivery time is met if the goods have left our facility before its expiration or if we have made the goods ready for delivery and notified the purchaser of readiness for shipment.
   
6. Force Majeure/Reservation of Self-Supply
6.1 If we are prevented from fulfilling our obligations after conclusion of the contract due to the occurrence of unforeseeable, extraordinary circumstances that we could not avert despite the care reasonably expected under the circumstances, particularly operational disruptions, official sanctions and interventions, delays in the delivery of essential raw materials, energy supply difficulties, the delivery period shall be extended by a reasonable amount—insofar as these circumstances lead to delays. If delivery becomes impossible due to these circumstances, we are released from the delivery obligation.
6.2 In the event of strike or lockout, the delivery period shall be extended by a reasonable amount insofar as these events lead to delays. If delivery becomes impossible, we are released from our delivery obligation.
6.3 If we prove that, despite careful selection of our suppliers and despite conclusion of the necessary contracts at reasonable terms, we are not supplied by our suppliers in a timely manner, the delivery period shall be extended by the period of delay caused by the untimely supply by the suppliers. In the event that supply by the suppliers becomes impossible, we are entitled to withdraw from the contract.
6.4 If the impediment in cases 6.1 to 6.3 lasts longer than 2 months, both contracting parties are entitled to withdraw from the contract with respect to the parts not yet fulfilled.
 
7. Payment
7.1 As long as the purchaser is not in default of payment from earlier deliveries by us and as long as there is no significant deterioration in the purchaser’s financial circumstances that would jeopardize our claim for payment, the purchaser is entitled to make payment within 14 days from the respective invoice date. Payment must be made net without deduction.
7.2 In the case of outstanding invoices from the purchaser, payments shall be applied to cover the oldest due claim.
7.3 If the purchaser is in default, we are entitled to charge interest from that point at the rate charged by the commercial bank for open current account credits, but at least 3% above the respective base rate of the Deutsche Bundesbank. The rate shall be set lower if the purchaser proves a lower burden to us.
7.4 If the purchaser is in default of payment from earlier deliveries or if a significant deterioration occurs in the purchaser’s financial circumstances after conclusion of the contract that would jeopardize our claim for consideration, payment must be made simultaneously with delivery of the goods. The purchaser can avoid simultaneous delivery by providing security in the amount of the purchase price.
7.5 The purchaser is not entitled to offset claims against us unless such claims are undisputed or legally established.
 
8. Retention of Title
8.1 The delivered goods remain our property until full payment of the purchase price.
8.2 The purchaser is entitled to resell the goods subject to retention of title in the ordinary course of business; however, pledging or transfer of ownership as security is only permitted with our consent.
8.3 The purchaser hereby assigns to us the claim arising from the resale of the goods subject to retention of title; we accept the assignment. Notwithstanding the assignment and our right to collect, the purchaser is authorized to collect as long as they fulfill their obligations to us and do not fall into financial distress.
8.4 Upon our request, the purchaser must provide us with the information necessary for collection regarding the assigned claim, in particular providing us with a list of debtors with names and addresses, the amount of the claim, and the date of invoicing, and notifying the debtors of the assignment.
8.5 Any processing and treatment of the goods subject to retention of title is performed by the purchaser on our behalf without creating obligations for us. In the event of processing, combination, or mixing of the goods subject to retention of title with other goods not belonging to us, we are entitled to a co-ownership share in the new item in proportion to the invoice value of the goods subject to retention of title to the other processed goods at the time of processing, combination, or mixing. If the purchaser acquires sole ownership of the new item, the contracting parties agree that the purchaser grants us co-ownership in the new item in proportion to the invoice value of the processed, combined, or mixed goods subject to retention of title and stores it for us free of charge.
8.6 If the goods subject to retention of title are resold together with other goods, whether without or after processing, combination, or mixing, the advance assignment agreed above applies only to the amount of the invoice value of the goods subject to retention of title that are resold together with the other goods.
8.7 The purchaser must immediately notify us of enforcement measures by third parties against the goods subject to retention of title or against the claims assigned in advance, providing the documents necessary for intervention.
8.8 The purchaser’s authorization to dispose of the goods subject to retention of title and to collect the assigned claims expires in the event of the purchaser’s default of payment, in the event of bill and check protests, and in the event of the purchaser’s financial distress—particularly upon filing for composition and/or bankruptcy proceedings. In these cases, we are entitled in particular to take possession of the goods subject to retention of title, and the purchaser is obligated to surrender the goods subject to retention of title to us
without our having to declare withdrawal from the contract beforehand. The purchaser is also obligated to surrender the goods subject to retention of title to us if they have been combined with other movable items and disassembly is required for surrender.
8.9 We undertake to release the securities to which we are entitled under the above provisions, at our discretion, upon request of the purchaser insofar as their value exceeds the claim by 10% or more.
9. Complaints and Rights in Case of Defects
9.1 The purchaser is obligated to inspect our goods immediately upon receipt of delivery for defects. Random samples must also be taken as part of this inspection.
9.2 Complaints regarding incomplete or incorrect deliveries or regarding defects recognizable according to Section 9.1 must be reported to us immediately in writing, and the defective parts in question must be returned to us upon our request. Hidden defects that are not recognizable even through random sampling must be reported to us immediately upon discovery. If complaints or defects are not reported in a timely manner, the delivery shall be deemed approved, excluding claims for incomplete, incorrect, or defective delivery.
9.3 The obligation to inspect and give notice of defects also extends to assembly instructions and the delivery of excessive or insufficient quantities.
9.4 If the goods are defective or lack warranted properties, or if they become defective within the limitation period for defect claims of 12 months (excluding wear parts) from the date of delivery, we shall—at our discretion—provide replacement delivery or remedy, excluding further rights of the purchaser in case of defects.
9.5 If we allow a reasonable grace period set for us to expire without providing replacement delivery or remedying the defect, or if the remedy of the defect fails, the purchaser has the right, at their discretion, to withdraw from the contract or reduce the price.
9.6 We must bear the full costs of delivering a defect-free item. The costs of delivering a defect-free item insofar as delivery of the defect-free item takes place at the purchaser’s place of business as agreed in the delivery contract. Costs arising from the goods being brought to another location shall be borne by the purchaser.
9.7 The purchaser has no claims for defects:

  • in the case of damage caused by improper handling or excessive stress by the purchaser or their customers;
  • if statutory or installation and handling regulations issued by us are not followed by the purchaser or their customers, unless the defect is not attributable to this non-compliance;
  • if the goods were manufactured according to the purchaser’s specifications, particularly according to drawings provided by them, and the defect of the goods is attributable to these specifications/drawings.
  • in the case of solving a design task specified by the purchaser that corresponded to the state of the art at the time of its implementation.
9.8 If the purchaser has asserted claims against us for defects and it turns out that either no defect exists or the claimed defect is based on a circumstance that does not obligate us to provide warranty, the purchaser must reimburse us for all costs incurred thereby.
10. Other Liability
The seller’s liability is governed exclusively by the agreements made in the preceding sections. All rights not expressly granted therein, e.g., for delivery of a defect-free item, withdrawal from the contract or price reduction, as well as for compensation for damages of any kind, including damages not occurring to the goods themselves, and regardless of the legal basis, are excluded.

This limitation of liability does not apply in cases of intent and gross negligence by legal representatives or vicarious agents and in cases of culpable breach of essential contractual obligations (cardinal obligations). The limitation of liability further does not apply to defects in properties that have been expressly warranted if the warranty was specifically intended to protect the purchaser against damages not occurring to the goods themselves, as well as if the damage is based on a circumstance for which we have assumed a guarantee. The same applies if a procurement risk that we have expressly assumed is realized. Finally, the limitation of liability does not apply in cases where liability for damages exists under the applicable national law that cannot be contractually excluded, particularly for product liability. The limitation of liability further does not apply to damages to life, body, and health. Except for damages to life, body, and health and for intent and gross negligence by legal representatives and vicarious agents, the scope of damages to be compensated is limited to typical, foreseeable damages.

11. Infringement of Third-Party Copyrights and Industrial Property Rights
11.1 It is the purchaser’s responsibility to verify that the documents provided by the purchaser do not infringe third-party rights, particularly copyrights and industrial property rights (designs, patents, utility models, trademarks). If we are held liable by third parties for the use, exploitation, or reproduction of documents and templates provided by the purchaser due to infringement of copyrights and/or industrial property rights or due to violation of the Act Against Unfair Competition, the purchaser must support us in defending against these infringements and reimburse us for all damages (including attorney and litigation costs) incurred thereby.
12. Transfer of Risk
12.1 If the goods are sent to the purchaser at their request, the risk of accidental loss and accidental deterioration of the goods passes to the purchaser upon handover of the goods to the forwarding agent, carrier, or shipping agent. This also applies if shipment does not take place from the place of performance and/or if we bear the freight costs.
12.2 If the goods are ready for shipment and shipment is delayed for reasons for which the purchaser is responsible, the risk passes to the purchaser upon receipt of notification of readiness for shipment.
13. Place of Performance, Applicable Law, Jurisdiction, Written Form, and Partial Invalidity
13.1 The place of performance for payment and delivery is 71522 Backnang.
13.2 These Terms and Conditions of Sale and Delivery and the legal relationships arising from this contract between us and the purchaser are governed by the law of the Federal Republic of Germany.
13.3 The place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is Backnang or the Regional Court of Stuttgart. If we act as plaintiff, we are entitled—but not obligated—to bring action before the court having jurisdiction over the purchaser’s place of business.
13.4 Ancillary agreements, reservations, amendments, and supplements require our written confirmation to be valid.
13.5 Should any provision in these Terms and Conditions of Sale and Delivery or any provision within other agreements relating to the delivery contract be or become invalid, the validity of all other provisions or agreements shall not be affected.

Status: 09/2022

Terms of Delivery as PDF file for download and printing

Commercial Register HRB 1010 • Tax No. 51047/12994 • Managing Director: Dipl.-Ing. Jürgen Holz
Donaustraße 23 • 71522 Backnang