General Terms and Conditions (B2B)
is HANS-HALL GmbH, Krügerstrasse 11, 88250 Weingarten, hereinafter referred to as “HANS HALL”.
§ 1 General
(1) These General Terms and Conditions (GTC) apply to all business relationships with customers. For the purposes of these GTC, customers are exclusively merchants, entrepreneurs (§ 14 German Civil Code), legal entities under public law, or special funds under public law. The GTC apply to all services and offers of HANS HALL, in particular to contracts for the sale and/or delivery of movable goods and services (hereinafter also referred to as: goods), regardless of whether HANS HALL manufactured the goods itself or purchased them from suppliers. The GTC apply in the version valid at the time of conclusion of the contract. HANS HALL will inform the customer of any changes to the GTC in writing or text form.
(2) These General Terms and Conditions apply exclusively. Deviating, conflicting, or supplementary general terms and conditions shall only become part of the contract if and to the extent that HANS HALL expressly agrees to their validity in writing. This does not apply to individual agreements pursuant to Section 305b of the German Civil Code (BGB). If HANS HALL carries out delivery to the customer without reservation, even with knowledge of deviating, conflicting, or supplementary terms and conditions of the customer, this does not constitute acceptance of the customer's terms and conditions.
(3) Legally relevant declarations and notices that the customer must submit to HANS HALL after conclusion of the contract (e.g., setting deadlines, notices of defects, declarations of withdrawal and price reduction) are subject to at least written form to be effective. Statutory form requirements remain unaffected. In case of doubt, trade terms shall be interpreted in accordance with the Incoterms® published by the International Chamber of Commerce in Paris (ICC) in the version valid at the time of conclusion of the contract.
§ 2 Conclusion of contract
(1) Offers from HANS HALL are always subject to change and non-binding unless a binding period has been expressly agreed upon. This also applies if HANS HALL has provided the customer with catalogs, technical documentation (e.g., drawings, plans, calculations, references to DIN standards), other product descriptions, or documents – including in electronic form. HANS HALL retains ownership and copyright of the aforementioned products and documents.
(2) The customer may place an order in writing, by telephone, in text form, by email or by fax. The customer's order constitutes a binding offer to conclude a contract.
(3) HANS HALL is entitled to accept the contractual offer contained in the order within seven (7) working days of receipt of the order by HANS HALL. Acceptance may be declared by HANS HALL either in writing or in text form (e.g., by an order confirmation) or by delivery of the goods to the customer. In the case of acceptance of the contract by delivery of the goods to the customer, payment via prepayment is expressly excluded.
(4) The conclusion of the contract is subject to the condition that, in the event of incorrect or untimely delivery to HANS HALL of the components required for the manufacture of the goods or the provision of the requested service, HANS HALL may not be able to perform, or may only be able to perform partially. This applies only if the non-delivery or incorrect delivery is not attributable to HANS HALL, or if HANS HALL is not obligated to procure the components and has concluded a specific hedging transaction with the supplier with due diligence. In the event of non-availability or only partial availability of the components required for the manufacture of the goods or the provision of the requested service, the customer will be informed immediately. If the goods cannot be manufactured or the service cannot be provided on time, the parties will enter into negotiations regarding a cost allocation based on the principle of causation.
§ 3 Retention of title and withdrawal
(1) HANS HALL retains title to the goods until full payment of all current claims arising from the sale and/or delivery of movable goods as well as from an ongoing business relationship (secured claim).
(2) During the period of retention of title, the customer is obliged to treat the goods with care and to insure them at their own expense against fire, water, and theft damage for the full replacement value of the goods. If maintenance and inspection work becomes necessary, the customer must carry it out promptly at their own expense.
(3) During the period of retention of title, the customer is not entitled to transfer ownership of the goods to third parties as security or to pledge them to third parties before full payment of the secured claim. In the event of damage to or destruction of the goods, the customer must inform HANS HALL immediately in writing or text form. The same applies in the event of attachments or other interventions by third parties affecting the goods, in which case the customer is obligated to point out HANS HALL's ownership. An immediate obligation to inform HANS HALL also exists if the customer has filed for insolvency proceedings. If the third party is unable to reimburse HANS HALL for the legal and extrajudicial costs of an action pursuant to Section 771 of the German Code of Civil Procedure (ZPO), the customer is liable for the resulting loss incurred by HANS HALL.
§ 4 Deterioration of the customer's financial circumstances
If, after conclusion of the contract, HANS HALL becomes aware of indications of a significant deterioration in the customer's financial circumstances (e.g., application for insolvency proceedings) that suggest the customer will likely be unable to meet their existing payment obligations when due, HANS HALL may demand full payment of all invoices and declare any outstanding invoices immediately payable. Furthermore, HANS HALL is entitled to refuse performance and, after setting a deadline, to withdraw from the contract in accordance with statutory provisions. In the case of contracts for the production of custom-made items (non-fungible goods), HANS HALL may declare withdrawal immediately without setting a deadline. The statutory provisions regarding the dispensability of setting a deadline remain unaffected. Any claims for damages by HANS HALL remain unaffected. After taking back the purchased goods, HANS HALL is authorized to sell them. The proceeds from the sale will be credited against the customer's liabilities, less reasonable costs of sale.
§ 5 Remuneration
Unless otherwise agreed, the prices of HANS HALL that are current at the time of the conclusion of the contract shall apply, ex works, plus the applicable value added tax, but excluding shipping costs.
§ 6 Payment options
(1) Customers may make payment by advance payment, direct debit, invoice, or cash on collection, as agreed upon individually. HANS HALL reserves the right to exclude certain payment methods. New customers and customers outside the European Union, the European Economic Area, or the European Free Trade Association may only make payment in advance, unless otherwise agreed.
(2) Unless otherwise agreed, payment is due within 14 days of the invoice date without deduction. After this period, the customer is in default of payment. During the period of default, the customer is obligated to pay interest on the outstanding amount at the applicable statutory default interest rate, without prejudice to the right to claim further damages for default. With respect to merchants, HANS HALL's right to commercial default interest remains unaffected. In addition, in the event of default, the customer must pay HANS HALL a one-time flat fee of EUR 40,00. This flat fee will be fully credited against any damages owed, insofar as the damages are based on the costs of legal action.
(3) The customer only has a right of set-off and a right of retention if their counterclaims have been legally established, acknowledged, or are undisputed by HANS HALL. The customer's rights in the event of defects in the delivery remain unaffected.
§ 7 Factoring
(1) HANS HALL is entitled to assign its payment claims against the customer in whole or in part to third parties (in particular to factoring or debt collection companies) or to commission such third parties to collect the receivables.
(2) HANS HALL will inform the customer immediately in writing or in text form (e.g. by e-mail) of an assignment that has taken place and will name the new payee.
(3) The customer is obligated to make payments with legally binding effect exclusively to the third party named in the notification. Payments to HANS HALL itself are not considered fulfillment after assignment, unless the third party expressly confirms them.
(4) The customer’s rights of set-off and retention remain unaffected insofar as they are legally established, undisputed or ready for adjudication.
§ 8 delivery
(1) The delivery terms are agreed to be EXW (Incoterms 2020).
(2) The method of delivery and the amount of the delivery costs will be communicated to the customer before delivery. The customer bears the shipping costs, including any customs duties, fees, taxes and other public charges from the warehouse, as well as the costs of any transport insurance requested by the customer and any bank charges for international transfers. Unless expressly agreed otherwise, HANS HALL is entitled to determine the appropriate shipping method, route, packaging and carrier at its reasonable discretion, taking into account the legitimate interests of the customer.
(3) HANS HALL is only responsible for the timely and proper delivery of the goods to the transport company and is not responsible for delays caused by the transport company.
(4) If the goods are not available at the time of ordering or not available on time, HANS HALL will inform the customer immediately and provide the expected delivery date. Reference is made to the reservation of proper self-supply in accordance with Section 2 Paragraph 4.
(5) If the agreed delivery dates cannot be met due to force majeure such as war, strikes, or similar events, or due to supply shortages or obstacles to performance beyond the respective control of the parties, these dates shall be extended appropriately without giving rise to any claims. In cases of doubt, the conditions for force majeure and the hardship clauses of the International Chamber of Commerce (ICC) shall be deemed agreed between the parties. The ICC force majeure clause (long version) is therefore incorporated into this agreement. It can be accessed at: https://iccwbo.org/wp-content/uploads/sites/3/2020/09/icc-force-ma-jeure-hardship-clauses-march-2020-german.pdf
(6) The statutory rights of the customer and of HANS HALL, pursuant to Sections 10 and 11 of the General Terms and Conditions, as well as in the event of an exclusion of the obligation to perform, shall not be affected by the above provision.
(7) HANS HALL is entitled to make partial deliveries, provided that a partial delivery is reasonable for the customer, taking into account its interests. The customer will not incur any additional costs as a result.
§ 9 Transfer of Risk
(1) The risk of accidental loss or damage to the goods passes to the customer no later than upon delivery. In the case of a sale involving shipment, however, the risk of accidental loss or damage to the goods, as well as the risk of delay, passes to the customer upon delivery of the goods to the carrier, freight forwarder, or other person or entity designated to carry out the shipment. Delivery is deemed to have occurred if the customer is in default of acceptance.
(2) If the customer is in default of acceptance, fails to cooperate, or if delivery by HANS HALL is delayed for reasons attributable to the customer, HANS HALL is entitled to claim compensation for the resulting damage, including additional expenses (e.g., storage costs). The customer is entitled to prove that HANS HALL incurred no damage or only significantly less damage than claimed. The same applies to claimed additional expenses.
§ 10 Warranty
(1) The statutory provisions apply to the customer's rights in the event of material defects and defects of title (including incorrect or short deliveries as well as improper assembly or defective assembly instructions), unless otherwise specified below. In all cases, the special statutory provisions applicable to the final delivery of goods to a consumer remain unaffected.
(2) The basis of HANS HALL's liability for defects is primarily an agreement regarding the quality and intended use of the goods in their intended environment (including accessories and instructions for use and regular inspections). For the purposes of this agreement, all product descriptions or other agreed specifications from HANS HALL are considered agreed upon as the quality of the goods. An agreement regarding the quality also exists if it is designated as a product description and provided to the customer before placing their order or incorporated into the contract in the same manner as these General Terms and Conditions, in particular through HANS HALL catalogs or via the HANS HALL website. If no agreement regarding the quality of the goods has been reached, the statutory provisions determine whether a defect exists. Public statements, advertising, or promotional materials from the manufacturer or third parties do not constitute a contractual agreement regarding the quality of the goods. This does not apply if HANS HALL is itself the manufacturer of the goods.
(3) The goods must be inspected immediately for defects in quality and quantity, and any obvious defects must be reported to HANS HALL no later than two weeks after receipt of the goods. If the customer fails to properly inspect the goods and/or report defects, HANS HALL's liability for the defect not reported, not reported in a timely manner, or not reported properly is excluded in accordance with statutory provisions. Timely dispatch or notification in written or electronic form is sufficient to meet the deadline. The customer bears the full burden of proof for all prerequisites for a claim, in particular for the defect itself, the time of its discovery, and the timeliness of the notification of defects. Sections 377 and 381 of the German Commercial Code (HGB) apply to merchants. Defects not detectable upon inspection must be reported in writing immediately, within two weeks of discovery.
(4) HANS HALL shall, at its own discretion, remedy defects by repair (rectification of the defect) or replacement (delivery of a defect-free item). If the method of remedy chosen by HANS HALL is unreasonable for the customer in a particular case, the customer may refuse it. HANS HALL's right to refuse remedy under the statutory conditions remains unaffected.
(5) HANS HALL is entitled to make the required subsequent performance conditional upon the customer paying the purchase price due. However, the customer is entitled to withhold a portion of the purchase price that is reasonable in relation to the defect.
(6) The customer must grant HANS HALL the time and opportunity necessary for the required subsequent performance, in particular by handing over the defective goods for inspection. In the case of replacement delivery, the customer must return the defective item to HANS HALL in accordance with the statutory provisions.
(7) HANS HALL shall bear the expenses necessary for inspection and subsequent performance, in particular transport, travel, labor and material costs, if a defect actually exists. Otherwise, HANS HALL may demand reimbursement from the customer for the costs incurred as a result of the unjustified request for rectification of defects (in particular inspection and transport costs), unless the lack of a defect was not apparent to the customer.
(8) In urgent cases, for example, in the event of an immediate threat to operational safety or to prevent disproportionate damage, the customer has the right to remedy the defect himself and to demand reimbursement from HANS HALL for the objectively necessary and proven expenses incurred. HANS HALL must be notified of such self-remedy immediately, and if possible beforehand. The right to self-remedy does not exist if HANS HALL would be entitled to refuse subsequent performance in accordance with statutory provisions.
(9) If subsequent performance fails, the customer may, in principle, choose between a reduction of the purchase price (abatement), rescission of the contract (withdrawal), or damages in lieu of performance. In the case of only minor defects, the customer is not entitled to withdraw from the contract, taking into account the interests of both parties. Instead of damages in lieu of performance, the customer may claim compensation for wasted expenses incurred in reliance on receiving the goods, as stipulated in Section 284 of the German Civil Code (BGB), and which he was reasonably entitled to incur. If the customer chooses damages in lieu of performance, the limitations of liability pursuant to Section 10 shall apply.
(10) Notwithstanding the statutory provision of Section 438 Paragraph 1 No. 3 of the German Civil Code (BGB), the warranty period shall be one (1) year from delivery of the goods. The warranty period shall commence upon the transfer of risk in accordance with Section 9. The aforementioned limitation period shall also apply to contractual and non-contractual claims for damages by the customer based on a defect in the goods, unless the application of the regular statutory limitation period (Sections 195, 199 BGB) would result in a shorter limitation period in a specific case. Claims for damages by the customer pursuant to Section 11 Paragraph 2 Sentences 1 and 2(a) below, as well as claims under the Product Liability Act, shall be subject exclusively to the statutory limitation periods.
(11) HANS HALL does not provide any legally binding guarantees to the customer unless expressly agreed otherwise. Manufacturer warranties remain unaffected.
§ 11 Limitations of Liability
(1) Unless otherwise provided in these General Terms and Conditions, including the following provisions, HANS HALL shall be liable for breaches of contractual and non-contractual obligations in accordance with statutory regulations.
(2) HANS HALL shall be liable for damages – regardless of the legal basis – within the scope of liability based on fault in cases of intent and gross negligence. In cases of simple negligence, HANS HALL shall be liable, subject to statutory limitations of liability (e.g., due diligence in one's own affairs; insignificant breach of duty), only
(a) for damages resulting from injury to life, body or health,
(b) for damages under the Product Liability Act
(c) for damages resulting from the breach of a material contractual obligation (an obligation whose fulfillment is essential for the proper performance of the contract and on whose compliance the customer regularly relies and may rely); in this case, however, HANS HALL's liability is limited to compensation for foreseeable damages that typically occur.
(3) The limitations of liability resulting from paragraph 2 above also apply to third parties and to breaches of duty by persons (even to their benefit) for whose fault HANS HALL is responsible under statutory provisions. They do not apply if HANS HALL has fraudulently concealed a defect or assumed a guarantee for the quality of the goods, nor do they apply to claims by the customer under the Product Liability Act.
(4) Due to a breach of duty that does not constitute a defect, the customer may only withdraw from or terminate the contract if HANS HALL is responsible for the breach. Otherwise, the statutory requirements and legal consequences apply.
(5) Insofar as HANS HALL provides technical information or advice and this information or advice is not part of the contractually agreed scope of services owed by him, this is done free of charge and without any liability.
§ 12 Information Security
(1) The parties shall, in principle, ensure compliance with the statutory provisions on information security, in particular IT security, through appropriate measures within their companies, even beyond the scope of this agreement. The competent authorities in the country where the respective business location is located provide freely accessible recommendations for the current IT baseline protection. Deviations from these recommendations are permitted only in justified exceptional cases.
(2) Each party shall have the right to terminate the agreement without notice with regard to all potentially affected agreements if there are objective indications that the other party has not implemented sufficient IT baseline protection within the meaning of paragraph (1) above in the company.
§ 13 Intellectual property rights, confidentiality and data protection
(1) Insofar as industrial property rights and copyrights as well as know-how (“background”) of HANS HALL are necessary for the performance of a service, HANS HALL grants the customer a simple, transferable and sublicensable right of use to this background, exclusively for the use of the goods for the respective agreed contractual purpose.
(2) The parties undertake to treat all confidential information of the other party obtained in the course of performing this agreement as strictly confidential and to use it exclusively for the purposes of performing this agreement. Reverse engineering based on the confidential information obtained is expressly prohibited.
(3) In particular, all documents, knowledge, data and business or trade secrets that are recognizable as such or that are to be regarded as confidential by their nature shall be considered confidential.
(4) The obligation of confidentiality shall not apply to the extent that the information in question was already lawfully known to the other party, becomes generally known without breach of this Agreement, was lawfully obtained from a third party, or must be disclosed due to statutory provisions or official/judicial orders.
(5) The obligation of confidentiality shall continue for the duration of the contractual relationship and for a period of five years after its termination.
(6) The parties mutually undertake to comply with all data protection regulations of the Federal Republic of Germany.
§ 14 Export Control
(1) The Customer undertakes to use the delivered goods exclusively in accordance with the applicable national and international export control and embargo regulations (in particular those of the European Union, the Federal Republic of Germany and, where applicable, the United States of America).
(2) Delivery to countries subject to embargoes or other foreign trade restrictions is prohibited. The same applies to delivery to persons, organizations or institutions listed on relevant sanctions lists.
(3) The customer is obligated to provide HANS HALL, upon request, with a written end-user certificate (proof of dispatch) specifying the destination and end use of the delivered goods, particularly for deliveries to countries classified as critical under German or European foreign trade law. HANS HALL will provide support in this regard, if necessary.
(4) The customer is responsible for ensuring that the delivered goods are not transferred or exported without the necessary permits. The customer shall indemnify HANS HALL against all disadvantages resulting from a breach of these obligations.
(5) HANS HALL is entitled to refuse delivery or to withdraw from the contract if the customer breaches its obligations under this clause or if performance of the contract is inadmissible or prohibited due to national or international export control regulations.
§ 15 Final provisions
(1) The law of the Federal Republic of Germany shall apply, including the UN Convention on Contracts for the International Sale of Goods.
(2) The place of jurisdiction for all disputes arising from this contract is the registered office of HANS HALL, unless an exclusive place of jurisdiction is stipulated. However, HANS HALL is also entitled to bring legal action against the merchant at the court of his place of residence or business.
(3) All disputes arising out of or in connection with these General Terms and Conditions or any individual contract, including its validity, breach, termination, or nullity, shall be finally settled by one or more arbitrators appointed in accordance with the Rules of Arbitration of the International Chamber of Commerce (ICC). The arbitral tribunal shall consist of one arbitrator. The place of arbitration shall be Weingarten.
(4) The contractual, communication and procedural language is German.
(5) Should any provision of these General Terms and Conditions or of an individual contract be wholly or partially incomplete, void, or ineffective, the remaining provisions and conditions shall remain unaffected. The parties shall negotiate a valid provision to replace any incomplete, void, or ineffective provision, which is comparable to the economic purpose of the incomplete, void, or ineffective provision.
