Terms of Service

I. GELTUNG

The following terms and conditions apply to all contracts, deliveries and other services, including consulting services, unless they are amended or excluded with the express written consent of the seller. Deviating provisions, in particular purchasing provisions of the buyer, shall only become part of the contract if this has been expressly agreed in writing. The buyer's general terms and conditions shall not be binding even if the seller does not expressly contradict them again.

II. CONDITION OF THE CONTRACT
  1. offers of the seller are not binding. Conclusions of contracts and other agreements only become binding for the seller upon written confirmation by the seller. Confirmations are among other things the order confirmations or invoices of the seller. As far as sales employees or sales representatives make verbal side agreements or give assurances which go beyond the written purchase contract, these always require the written confirmation of the seller.
  2. Unless otherwise agreed or expressly designated as binding, the documents belonging to the offer, such as illustrations, drawings, weights and dimensions, are only approximate. The same applies to performance and consumption data. We reserve the right to make design modifications.
III. PRICES AND PAYMENT
  1. The prices in EURO are always plus VAT at the respective statutory rate. The price to be charged shall be the price valid on the day of delivery according to the Seller's price list. The prices are to be understood for sales of goods within the area of representation in the absence of a special agreement by truck free domicile. Spare parts are delivered ex works + postage + packing.
  2. Unless otherwise expressly agreed, payments shall be made in cash without any deduction upon delivery of the goods.
  3. If the payment deadlines are exceeded, default interest in the amount of 5 % above the respective base interest rate of the Deutsche Bundesbank shall be payable without the need for a default setting; the assertion of a higher default damage remains reserved. Reminder costs will be charged at € 13 per letter.
  4. In the event of suspension of payments, filing of an application for the opening of insolvency proceedings or composition proceedings by the Buyer, the Seller shall be entitled to demand advance payment or the provision of security.
  5. discounts are not granted if the buyer is in arrears with the payment of earlier deliveries.
  6. The seller is not obliged to accept bills of exchange or cheques in payment; if they are accepted, they are accepted only on account of performance. In this case, only discountable and properly taxed bills of exchange will be accepted. Collection and discount costs as well as the bill of exchange tax shall be borne by the purchaser. These costs shall be reimbursed to the Seller together with the invoice amount. In the event of dishonour, the seller does not accept any liability for the timely presentation, protest, notification and return of the bill of exchange. Credits for bills of exchange and cheques shall be made subject to receipt less expenses with value date of the day on which the seller can dispose of the equivalent value. The Seller's claims shall become due immediately, irrespective of the term of any bills of exchange accepted, if the terms of payment are not complied with or facts become known which cast doubt on the Buyer's creditworthiness.
  7. The retention of payments or offsetting against any counterclaims of the buyer disputed by the seller is excluded.
IV. TRANSITION OF DANGER
  1. In all cases, the risk of loss, deterioration and shipment shall pass to the buyer when the goods are handed over to a forwarding agent or carrier, but at the latest when the goods leave the seller's business premises or warehouse. If the goods are delivered ex works, the risk shall pass to the buyer when the operational consignment has left the factory, even if partial deliveries are made and the seller has taken over carriage paid delivery or delivery and installation.
  2. If the dispatch of the goods is delayed for a reason for which the seller is not responsible, the risk shall pass to the buyer as soon as the goods are ready for dispatch. The same shall apply if the Seller makes use of a right of retention.
  3. The buyer and contractor are obliged in the case of deliveries on the part of the forwarding agent or carrier to immediately and immediately inspect the goods for possible transport damage in the presence of the forwarding driver. The forwarding company drivers are obliged to wait until the inspection has been carried out by the buyer and the buyer has confirmed the acceptance of the goods with his signature.

3a. Should the buyer detect damage to the packaging, he is obliged to remove the packaging and inspect the equipment and machines for further damage.

3b. Any damage must be noted on the CMR in the presence of the driver and confirmed by the driver. If for any reason the driver refuses to confirm the damage on the CMR, the buyer may not accept the goods and refuse delivery. In this case the buyer may not sign the CMR.

3c. Should transport damages not be noted on the CMR, we are not liable for any consequential costs. Only in case of registration in the CMR we are legally entitled to claim recourse from the forwarder. The transport insurance only applies in the case of transport damage and only in the case of an entry in the CMR.

3d. In principle, the current INCOTERMS - International Commercial Terms apply to both parties, unless otherwise stated in the sales contract.

V. DELIVERY TIME
  1. Agreed delivery dates are non-binding, unless expressly stated otherwise in the written order confirmation. They do not begin in any case before the provision of the documents, approvals, releases and down payments to be procured by the buyer.
  2. If a binding delivery period has been agreed, this period shall be extended - even within a delay - appropriately in the event of force majeure and all unforeseen obstacles occurring after conclusion of the contract, for which the seller is not responsible, insofar as such obstacles demonstrably have a considerable influence on the completion or delivery of the goods. This shall also apply if these circumstances occur at the Seller's suppliers and their sub-suppliers. The Seller shall inform the Buyer of the beginning and end of such hindrances as soon as possible. In the event of the occurrence of the aforementioned circumstances, the Seller shall be entitled to withdraw from the contract in whole or in part without the Buyer being entitled to claim damages.
  3. A claim for damages by the buyer due to late delivery is excluded in all cases.
  4. The expiry of certain delivery periods and dates does not release the buyer, who wishes to withdraw from the contract or claim damages for non-performance, from setting a reasonable grace period for the performance of the service and the declaration that he will reject the service after the expiry of the period. This shall not apply if the Seller has expressly and bindingly designated a period for performance in writing.
  5. Partial deliveries are permitted to a reasonable extent.
  6. Default and impossibility of delivery are not the responsibility of the seller as long as he, his vicarious agents and suppliers no fault accusation. Otherwise, he shall be liable in accordance with the statutory provisions. If he has to pay damages thereafter, a claim for damages to which the buyer is entitled is limited to the damage foreseeable at the time of conclusion of the contract, but in total no more than 5% of the value of that part of the total delivery which cannot be used in time or for its intended purpose as a result of delay or non-delivery.
  7. If the shipment is delayed at the request of the buyer, the buyer will be charged - starting one month after notification of readiness for shipment - the costs incurred by storage, but in the case of storage in the factory at least ½ % of the invoice amount for each month. However, the seller is entitled, after setting and fruitless expiry of a reasonable deadline, to otherwise dispose of the delivery item and to supply the buyer with a reasonable extended deadline. Instead, the seller may also withdraw from the contract or claim damages for non-performance. In the latter case, the seller may demand 10 % of the purchase price as compensation without special proof.
  8. The seller is not liable for delayed or omitted deliveries due to the fault of his upstream supplier.
VI. SECURITY RIGHTS
  1. All deliveries are subject to retention of title. The delivered goods remain the property of the seller until full payment of the purchase price and all other claims against the buyer arising from the current business relationship, including future claims arising from contracts concluded simultaneously or later (in the case of payment by cheque or bill of exchange until their redemption by the buyer as drawee). This shall also apply if individual or all claims of the Seller have been included in a current account and the balance has been struck and acknowledged.
  2. In case of violation of important contractual obligations, in particular in case of default of payment, the seller is entitled to take back the goods in addition to the legally existing rights or can prohibit their use. The buyer is obliged to surrender the goods. In the withdrawal as well as the seizure of the object by the salesman a resignation of the contract is present only if this explains the salesman expressly in writing, if the installment law does not find application. Furthermore, all liabilities of the buyer towards the seller are due for payment, even if bills of exchange with a later due date are outstanding. If the delivery item is taken back, all costs, including those of any new delivery, shall be borne by the buyer. When exercising the right of withdrawal, the buyer shall pay the seller compensation of at least 10% of the invoice amount. The right to claim higher damages is reserved. In the event of seizure, confiscation or other interventions by third parties, the buyer must immediately inform the seller in writing of the identity of the seized object by sending a seizure report and an affidavit. The costs of the intervention shall be borne by the purchaser.
  3. The buyer is entitled to sell the goods or the processed product in the ordinary course of business. Already today he assigns all claims with all ancillary rights, which accrue to him from the resale against the buyer or third parties, regardless of whether the reserved goods are sold without or after agreement, to the seller for his security. The buyer is authorised and obliged to collect the claims as long as the seller does not revoke this authorisation. The buyer is authorized to collect these claims even after the assignment. The authority of the seller to collect the claims himself remains unaffected; however, the seller undertakes not to collect the claims as long as the buyer duly meets his payment obligations. The seller can demand that the buyer informs him of the assigned claims and their debtors, provides all information necessary for collection, hands over the associated documents and informs their debtors of the assignments. If the goods are resold together with other goods which do not belong to the seller, the buyer's claim against the buyer shall be deemed assigned in the amount of the list price agreed between the seller and the buyer. The Buyer's entitlement to collect the claim and to resell the goods shall lapse if he ceases to make payments or is in default with them. All other dispositions, in particular pledging or transfer by way of security, are not permitted to the purchaser. The buyer is prohibited from entering into agreements with his customers or other third parties which may in any way exclude or impair the seller's rights.
  4. A possible treatment or processing takes place the buyer for the salesman, without for the latter from it obligations develop. If the reserved goods are processed, combined, mixed or blended with other goods not belonging to the Seller, the Seller shall be entitled to the resulting co-ownership share in the new item in the ratio of the value of the reserved goods to the other processed goods at the time of processing, combining, mixing or blending. If the Buyer acquires sole ownership of the new item, the contracting parties agree that the Buyer shall grant the Seller co-ownership of the new item in proportion to the processed or combined, mixed or blended goods subject to retention of title and shall keep them in safe custody for the Seller free of charge. If the reserved goods are installed by the seller as an essential component in the property of the third party, the buyer hereby assigns to the seller the resulting claim for remuneration against the third party.
  5. The buyer is obliged to keep the goods in proper condition for the duration of the retention of title.
  6. If the value of the securities existing for the seller exceeds the claims to be secured by more than 20 %, the seller is obliged to release the securities at the request of the buyer.
VII. WARRANTY AND LIABILITY

For defects, which also include the absence of expressly warranted characteristics, the Seller shall be liable to the exclusion of further claims as follows:

For defects, which also include the absence of expressly warranted characteristics, the Seller shall be liable to the exclusion of further claims as follows:

For defects, which also include the absence of expressly warranted characteristics, the Seller shall be liable to the exclusion of further claims as follows: For defects.

  1. The buyer has to examine the received product immediately after arrival for defects, condition and assured characteristics. Obvious defects must be reported in writing within a period of one week from receipt of the goods; otherwise the assertion of the warranty claim is excluded. The buyer shall bear the full burden of proof for all claim prerequisites, in particular for the defect itself, for the time of detection of the defect and for the timeliness of the complaint.
  2. In the case of justified complaints, the seller shall, at his discretion, provide warranty by repair or replacement.
  3. The Buyer shall grant the Seller the time and opportunity reasonably required to remedy the defect, in particular to make available the object or sample complained of; otherwise the warranty shall lapse.
  4. Excluded from the warranty in any case are damages caused by improper handling or non-observance of the operating instructions, plastic parts, glass, paint and enamel damage, unless the damage occurred before the passing of risk.
  5. The warranty expires if repairs or interventions are carried out by persons not belonging to the customer service organization of the seller. The same applies if parts of foreign origin are installed.
  6. The warranty periods for repairs, replacement deliveries and replacement services are based on those of the manufacturer.

6.a. The warranties in type and scope in themselves, depend on the services of the respective manufacturer, unless otherwise agreed and stated in the sales contract. As a rule, the manufacturers grant 12 months warranty on parts without assumption of any wage costs or travel costs, unless otherwise agreed and stated in the sales contract.

  1. Whether a repair is carried out in the seller's own workshop or in a third-party workshop, the seller shall have the discretion to do so.
  2. If the subsequent improvement requires a disproportionately high effort, the seller may, at his discretion, demand that the warranty rights for defects be limited to reduction or withdrawal.
  3. If the supplementary performance fails, the customer can demand a reduction of the remuneration (reduction) or cancellation of the contract (withdrawal) at his discretion. In the case of a minor breach of contract, in particular in the case of minor defects, the customer shall not be entitled to withdraw from the contract.
  4. The warranty period is 1 year from delivery of the goods.
  5. Only the product description of the manufacturer is agreed for the condition of the goods. Public statements, praise or advertising by the manufacturer do not represent a contractual description of the quality of the goods.
  6. The customer does not receive guarantees in the legal sense from us. Manufacturer warranties remain unaffected by this.
  7. The seller may refuse to remedy defects as long as the buyer does not fulfil his obligations.
  8. Without written confirmation, the seller is not responsible for the fact that the goods comply with foreign regulations.
VIII. LIABILITY DISCLAIMER
  1. Claims for damages of the buyer arising from culpa in contrahendo, breach of contractual accessory obligations and tort are excluded, unless they are based on intent, gross negligence by the seller or one of his vicarious agents. These claims expire 6 months after receipt of the goods by the buyer.
  2. For claims for damages which are based on the negligent delivery of a defective item, our liability is limited to the foreseeable, contract-typical, direct average damage according to the type of goods. This also applies to the slightly negligent delivery of a defective item by our legal representative or vicarious agent. In these cases, compensation for consequential damage caused by a defect is excluded.
  3. The buyer can only assert his claims for damages against the seller if he has previously taken legal action against a third party liable to pay compensation. The seller has to reimburse the buyer for any costs that cannot be collected from the third party.
  4. The foregoing limitations of liability do not apply to claims of the customer arising from product liability. Furthermore, the limitations of liability do not apply to bodily injury or damage to health attributable to us or to loss of life of the purchaser.
  5. All claims for damages due to a defect shall become statute-barred one year after delivery of the goods.
IX. PLACE OF FILLING AND COURT

Place of performance and exclusive place of jurisdiction for deliveries and payments (including actions on cheques and bills of exchange), as well as all disputes arising between the parties, insofar as the buyer is a fully qualified merchant, legal entity under public law or special fund under public law, is the place of the seller's headquarters.

X. TRANSMISSION OF THE CONTRACT RIGHTS

The buyer may not transfer his contractual rights to third parties without the express consent of the seller.

XI. IMPORTANT IMPORTANT SINGLE CLAUSES

If individual provisions of these terms of delivery and payment are or become invalid, the validity of the remaining provisions shall not be affected.

XII. APPLICABLE RIGHT

The relations between the contracting parties shall be governed exclusively by the laws in force in the Federal Republic of Germany to the exclusion of international sales law.

In the context of our business relations we store data in accordance with the DSVGO.

The place of jurisdiction is Cologne.

January 2019

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Hoffman Hotel Projekte Logo

Hoffman GmbH

Bonner Str. 528a
50968 Köln

USt.-Id: DE129379001
HRB: 80106 Amtsgericht Köln
CEO: Errol Guelsen
  • Mail: This email address is being protected from spambots. You need JavaScript enabled to view it.

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