Standard Terms and Conditions of Sale and Delivery of Hüffermann Transportsysteme GmbH
I. General conditions These Standard Terms and Conditions of Sale and Delivery shall apply for Hüffermann Transportsysteme GmbH (AG Neuruppin, HRB 85), hereinafter referred to as “Hüffermann”, and are a mandatory part of every contract of which Hüffermann is a direct or indirect contractual partner. Any contrary or supplementary terms of the ordering party shall not apply unless confirmed by Hüffermann in writing. They also apply for orders from the Online Shop that is operated by Hüffermann. These Standard Terms and Conditions of Sale and Delivery are exclusively for enterprises and natural or legal entities in exercise of their commercial or self-employed professional activity (entrepreneurs according to § 14 BGB). Sales to private consumers according to § 13 BGB are explicitly excluded.
II. Conclusion and content of the contract All offers on the Internet, in brochures, advertisements and other advertising material are subject to change and non-binding unless they are expressly marked as binding. Hüffermann accepts no liability for printing errors and mistakes. The contract partner is bound to the order placed by it until it is accepted or rejected by Hüffermann, for a maximum of six weeks. A contracting relationship arises upon issue of the written order confirmation by Hüffermann, at the latest by delivery of the delivery item to the contractual partner. Confirmation by telecommunication is sufficient to meet the requirement of the written form, particularly per fax or e-mail, provided that the copy of the signed declaration is transmitted. The contract partner expressly acknowledges and agrees that the content of the contract is exclusively determined by the content of the written order confirmation. All orders and agreements are only effective if they have been accepted explicitly by Hüffermann in written form and signed by an authorised officer. They are binding/entitling only to the extent set forth in the written document. Orders placed verbally, and any subsequent alterations thereof, must be confirmed in writing by Hüffermann in order to become legally effective. The same applies to warranted characteristics of the supplied items. Absence of response does not under any circumstances constitute acceptance. Amendments and special terms only become valid when they have been agreed in writing and signed by an authorised officer, insofar as our own specific terms intended for this purpose do not exist or nothing to the contrary is derived from mandatory statutory provisions. The Standard Terms and Conditions of the contract partner are expressly excluded with regard to this legal transaction and the entire business relationship. This shall also apply when Hüffermann renders performance with full knowledge of conflicting terms and conditions of the contractual partner, unless Hüffermann has confirmed this in writing. Hüffermann reserves the right to change the construction or form of the purchased article during the delivery period. The information in the product descriptions regarding capacities, weight, operating expenses, speed, etc. are to be considered as approximations. The unladen weight indicated in offers, an order confirmation or other documents may deviate by up to +/- 5% in consideration of manufacturing tolerances.
III. Prices All prices are net prices in Euro ex works, excluding VAT, discounts, freight, packaging, transfer, postage, customs duty and charges, as well as other public fees, and any insurance premiums for own damage / general liability. Price increases due to an increase in actual costs will be invoiced. If Hüffermann uses list prices for supplied items and these prices increase between contract conclusion and the date of delivery and the delivery should only take place more than four months after conclusion of the contract, Hüffermann shall be entitled to increase the agreed price by the amount by which the list prices have been increased during such period. With regard to other supplied items, particularly goods made to specification, the price specified in the order confirmation shall apply, on the condition that Hüffermann shall be entitled to invoice the increase in actual costs between contract conclusion and delivery date, in addition to the agreed price. Unless Hüffermann ships the goods itself, foreign customers must themselves provide the export certificate necessary for the purposes of exemption from VAT and must send it to Hüffermann. If such export certificate is not provided, the applicable VAT must be paid to Hüffermann, just as in the case of domestic customers. If used vehicles are traded in as part exchange, their value ascertained on the day of handover shall apply in the case of damage or loss of value of the used vehicle between contract conclusion and delivery. All ancillary contract expenses, such as the costs of financing, costs of securing the purchase price claim in the land register, fees, interest and similar shall be borne by the contract partner.
IV. Payment conditions Payments to Hüffermann are to be made immediately upon receipt of invoice and must be paid at the latest 14 days after reception of the invoice, unless other payment conditions have been agreed in writing. All payments shall be made free of charges and without deductions. In case of default in payment, Hüffermann shall have the right to charge default interest at the respectively applicable statutory default interest rate, currently 9% above the base rate. In the case of a delay in acceptance of more than 14 calendar days following announcement of completion of the delivery item, Hüffermann will invoice all costs and expenses actually incurred. Hüffermann may refuse payments made by cheque or bill of exchange without giving any reason. Cheques and bills of exchange are only accepted upon special agreement and only on account of payment, not instead of payment. Transfers by endorsement and prolongation are not considered as settlement. Hüffermann accepts no liability for legal presentation, protest, notification and returning of these means of payment. If payment in instalments is agreed with Hüffermann and the purchaser (i) is late with payment of an instalment and does not pay the due amount despite a fourteen-day extension or (ii) is late by more than eight days with the payment of instalments in a total amount of at least 5% of the total price, Hüffermann has the unilateral right to withdrawal from the contract and rescission. The contractual partner is only entitled to the exercise of a right of retention and the charging of counterclaims if the counterclaims are undisputed and ascertained legally binding. Payments with debt discharging effect may only be made to Hüffermann, or to designated representatives with an authority to collect issued by Hüffermann. The contractual partner agrees that all payments made by it shall first be charged against interest and other ancillary fees, then against repair costs and amounts due for spare parts, and finally to the goods ordered. If there are several contractual partners, they shall be jointly and severally liable.
V. Right of retention Notwithstanding further statutory rights or other agreements to the contrary, Hüffermann has a right of retention with regard to all objects to be or already supplied to the contractual partner and which are still Hüffermann's property or in Hüffermann's possession and/or have been assigned to Hüffermann until settlement of all claims against the contractual partner resulting from the business relationship have been fulfilled.
VI. Reservation of title Notwithstanding the payment obligation of the purchaser, Hüffermann retains title to all items purchased until complete payment of all claims arising from the contract. The reservation of title shall also apply to all claims that are related to the purchased item, i.e. claims arising from the provision of repairs, spare parts, accessories or operating supplies, costs of legal action and execution, adjustment and insurance costs. Hüffermann is entitled to retain the vehicle documents, e.g. a notice of single vehicle approval or the vehicle registration papers part II, until all liabilities deriving from the purchase contract are fully covered by the contractual partner, provided that it was issued for the supplied item. If the vehicle should be seized by a third party, the contractual partner must immediately inform Hüffermann thereof by registered letter. Until the cession of the retention of title, the contractual partner is not allowed to lend the object of purchase to third parties, to sell or pledge it, without Hüffermann's written approval. The contractual partner must immediately inform Hüffermann of any change of residence or location, and of an attachment of the object of purchase. If claims against third parties arise for the contractual partner through acts committed by the contractual partner contrary to the contract, such as disposal of Hüffermann's property, such claims are already now assigned to Hüffermann. During the retention of title period, the contractual partner shall, upon Hüffermann‘s request, insure the object of purchase to the full value against all risks, including fire, and to register the insurance sum in favour of Hüffermann, so that insurance payouts require approval by Hüffermann. The contractual partner shall be obliged, during the retention of title period, to keep the object of purchase in proper condition and to have any necessary repairs - apart from emergency cases - carried out by Hüffermann repair shops or repair shops approved by Hüffermann. In the event that the object of purchase is resold with Hüffermann’s consent before payment has been effected in full, the contractual partner hereby assigns to Hüffermann its rights and claims with regard to such sale (purchase price demands, reservations of title, etc.) against the third-party debtor. Both the third-party debtor and Hüffermann must be informed of such an assignment. If the contractual partner fails to fulfil its contractual obligations, Hüffermann shall be entitled to demand the return of the supplied item and to pick it up, once Hüffermann has given the contractual partner a reasonable time limit. The contractual partner authorises Hüffermann, in particular, to retrieve the supplied item and acknowledges that such retrieval is not to be interpreted as a cancellation of the contract, but represents solely a measure to secure the supplied item, unless Hüffermann expressly states its intention to the contrary. No claims of the contractual partner against Hüffermann can arise from such retrieval. In the event the supplied item is taken back, the contractual partner agrees to have the current value of the vehicle established by a legally sworn automotive expert to be appointed by Hüffermann. If a resale of the supplied item should be necessary, the proceeds thereof, after deduction of the costs of such sale, e.g. commissions, valuation fees, repairs, etc., shall be credited to Hüffermann’s claims against the contractual partner. The contractual partner hereby expressly waives any other sale of the retrieved delivery item and any further claims.
VII. Delivery Unless expressly agreed as fixed, any agreed periods of delivery are not binding. The contractual partner can withdraw from the contract in accordance with general statutory provisions if the fixed delivery period is exceeded by more than three months for special constructions, otherwise by 14 calendar days, namely after expiry of a 14-day grace period set by Hüffermann, if the supplied item is not reported to be ready for dispatch until expiry of the deadline. Any further claims are regulated by clause XII. A fixed delivery date shall only commence upon the contract becoming effective and a complete agreement regarding the modality thereof and on condition of timely adherence to the agreed payment terms in accordance with these Standard Terms and Conditions of Sale and Delivery. If prior to delivery, the contractual partner requires another version of the delivery item, differing in any respect, the originally agreed delivery period becomes void. Hüffermann does not assume liability for cases of force majeure, e.g. breakdowns, strikes, lockouts, total or partial closure of Hüffermann’s plants (including associated companies) for whatever reason, the occurrence of such events in our suppliers’ plants, civil unrest, war, and governmental orders. Any agreed dates and deadlines shall be suspended throughout the duration of the state of force majeure; this shall not be deemed as a violation of the contract. Hüffermann reserves the right to withdraw from this contract or to demand payment in advance if, after order confirmation and prior to delivery, Hüffermann becomes aware of circumstances relating to the economic conditions of the contractual partner that lead it to believe that the fulfilment of the contract on the part of the contractual partner can no longer be adequately guaranteed.
VIII. Transfer of risk The risk of total or partial loss, deterioration, damage or confiscation of the item of delivery shall pass to the contractual partner: a) For delivery ex works: with the notification that the item is ready for dispatch b) For shipment of the item of delivery with dispatch from the delivering plant, regardless of who performs the transport c) With the handover of the item of delivery to the contractual partner or a third party named or authorised by it.
IX. Handover The contractual partner or a third party authorised by it may examine the item of delivery within eight days after receipt of notification of completion at the agreed place of acceptance. In the event of orders for servicing or repairs, the acceptance will take place immediately after completion of such work and notification of completion by Hüffermann. The right to examine is tacitly waived, if the examination is not done within the specified period or a shipping order is issued. In such a case, the item of delivery shall be regarded as duly delivered and accepted upon its handover to the contractual partner or a third party authorised by it. The contractual partner is obliged to examine the item of delivery immediately and fully. Any defects identified during such examination must be communicated immediately in writing, at the latest within 8 days. If the contractual partner fails to do so totally, partially or in time, the assertion of any warranty claims, damages or further claims to compensation for such defects shall be ruled out, unless it is a defect that was not detectable during the examination. Defects that appear later must also be communicated to Hüffermann immediately in writing. In the case of a delay in acceptance of more than 14 calendar days following announcement of completion of the new vehicle, Hüffermann will invoice EUR 7.00 per day after the 15th calendar day as compensation for the incurred costs. If the contractual partner fails to fulfil the contract, in particular with regard to non-payment of the purchase price or non-acceptance of the vehicle, Hüffermann may withdraw from the contract subject to a period of grace of 14 days, or demand damages due to non-fulfilment, including damages for lost profit, or a cancellation fee of 15 % of the agreed purchase price. In addition, the contractual partner shall be obliged to compensate Hüffermann’s representative for the loss of the commission. Hüffermann may demand such provision on behalf of its representative in its own name or assert such claim by court action, if necessary. Hüffermann may take spare parts back if a reason is given for their return within 14 days of their delivery. However, Hüffermann must have expressly declared its willingness to accept them, before the contractual partner may send such spare parts back. Hüffermann reserves the right to reduce the credit note by 10 % of the gross price invoiced to cover its administrative cost. Spare parts which have been made to specification upon request by the contractual partner will not be taken back.
X. Obligations of the contractual partner The contractual partner is obliged to perform a first service no later than 6 weeks or 1,000 to max. 5,000 km from the date of transfer of the vehicle. The first service may only be carried out by authorised technical staff. The vehicle owner is also entitled to carry out the first service and to sign the service booklet if it has an appropriate repair shop and staff with proven qualifications at its disposal. All service and maintenance items are listed in the service booklet and are thus available to the original purchaser and/or vehicle owner. After the first service, service inspections must be performed once a year. The yearly service interval is 12 months or 100,000 km from the date of transfer of the vehicle. The yearly service must be carried out by a service centre authorised by Hüffermann or another qualified service centre. All wear parts must be serviced separately and checked for wear and replaced as necessary. Only original spare parts from Hüffermann may be used. Any installation and use of spare parts which are not from original manufacturers (OE) and subsequent damages resulting thereof will be considered as improper maintenance repair, and the cost of their replacement and repair shall be borne by the customer. The contractual partner must also • observe the instructions in the operating manuals, service booklets and other product-related statements made by Hüffermann and • use the vehicle as intended and operate it according to its intended use. In particular, the contractual partner may not: • exceed the permissible total weight or permissible axle loads, • clean the vehicle during the first 2 months with a high pressure water or steam cleaner, • modify the vehicle without written approval from Hüffermann, • transport aggressive media (e.g. acids, lyes, etc.) without written approval from Hüffermann. Hüffermann informs the contractual partner and vehicle owner that the violation of contractual obligations, in particular the aforementioned obligations, can limit or - in case of additional granted warranty claims - invalidate warranty claims within the scope of contributory negligence (see clause XI.).
XI. Warranty Hüffermann’s warranty is only extended to the original purchaser and only covers faultlessness in accordance with the current state-of-the-art with regard to materials and workmanship of Hüffermann trailers, trailer bodies and special vehicles up to 1 year. Any warranty claims will expire within one year from the date of transfer of the vehicle. For defects that appear and are reported after that within another year, Hüffermann grants the contractual partner an additional warranty under the following conditions: (i) A mileage of maximum 250,000 km is not exceeded, and (ii) The contractual partner has met their contractual obligations, particularly according to clause X. The burden of proving the aforementioned conditions shall rest with the contractual partner. If the original purchaser has acquired additional warranty packages in excess of this period of time, the contractually agreed conditions of such packages shall apply. Warranty claims must be made or asserted to Hüffermann within 8 days after the defect has been detected and are limited to defects that can be attributed to material, construction or manufacturing errors and are not due to normal wear and tear. Defects that cannot be detected within this period, even with careful examination, must be immediately reported in writing to Hüffermann after their discovery. When asserting claims under warranty, the Hüffermann service booklet must be submitted. The customer shall only be entitled to the remedies of either repair of the parts sent free of postage or shipping costs or their replacement, at the discretion of Hüffermann. Should a defect actually exist, the expenses required for the examination and rectification, in particular transport, road, work and material costs as well as costs for dismantling and installation, will be covered or reimbursed by Hüffermann in accordance with general statutory provisions. Otherwise, Hüffermann can demand reimbursement from the contractual partner for the costs incurred by the unjustified request for the rectification of a defect (in particular examination and transport costs), unless the lacking fault was not detectable as such by the contractual partner. Hüffermann does not assume liability for parts not produced by Hüffermann itself. Hüffermann is, however, prepared to assign its claims against their producer on account of the defect to the contractual partner. Glass breakage is not covered by the warranty. Paintwork is only covered by the warranty if defects can be attributed to material or manufacturing errors. The warranty will expire if the original purchaser does not observe the contractual obligations (see clause X, amongst others), in particular Hüffermann's operating and maintenance instructions (cf. operating manuals, additional documentation, service booklet), makes changes to the goods, replaces parts or uses consumables that do not comply with the original specifications, and therefore makes rectification of the fault impossible or unacceptably difficult. In the event of failure, i.e. if the rectification is impossible, unacceptable, refused or unduly delayed, the contractual partner can withdraw from the contract or reduce the purchase price appropriately. This right of withdrawal does not exist with an insignificant defect. Claims for compensation against Hüffermann for direct or indirect damages also exist for defects only in accordance with clause XII and are otherwise excluded. Usual wear and tear and damages which are attributable to negligence, incorrect handling or accidents are excluded from the warranty. Any liability claims for used vehicles are excluded. Hüffermann or authorised repair shops will assume no liability for repairs. If vehicles are resold to third parties during the warranty period, all warranty obligations towards third parties only exist provided that the contractual partner effectively assigned their warranty claims to the third party according to clause XV and the supplied item is not to be considered as a used vehicle. In the event of a dispatch ex works at the risk of the contractual partner upon its request, Hüffermann will assume no responsibility for the observance of the shipment instructions issued to Hüffermann. Hüffermann will assume no liability for deterioration, loss or damage of all objects belonging to the ordering parts by fire, water, break-in, theft, looting or causes for which Hüffermann is not responsible.
XII. Liability Hüffermann assumes unlimited liability within the scope of the Product Liability Act, in case of fraudulent non-disclosure of the defect, resulting from the express acceptance of a quality guaranteed or in case of injury to life, limb and health. Otherwise, Hüffermann’s liability is limited to intention and gross negligence of their legal representatives or company executives. The burden of proof for the existence of gross negligence rests with the contractual partner. Liability for minor negligence is excluded, unless this negligence affects cardinal obligations, e.g. obligations whose compliance is of special significance for achieving the object of the contract. All liability for the breach of cardinal obligations is limited to the replacement of the typically foreseeable damage; in any case it may not exceed the amount of 100 % of the delivery value. Liability for consequential loss and financial losses, savings not made, loss of interest and from damages resulting from third-party claims against the contractual partner and for indirect damages are expressly excluded. In the event of any delay in delivery by Hüffermann, for whatever reason, a lump-sum compensation applies for each completed calendar week of delay in the amount of 0.5% of the delivery value but no greater than 5% of the delivery value. Hüffermann retains the right to prove that the contractual partner did not suffer any damage whatsoever or only significantly less damage than the above lump sum. The object of purchase provides only that level of safety that may be expected on the basis of the registration provisions, the operating manuals, rules of the supplier’s works on the handling of the purchased object (operating instructions) - especially with regard to any possible inspections - and other instructions given. It is expressly noted that any information in the product descriptions regarding capacities, weights, operating expenses, speeds, etc. are to be understood as approximate values and hence not binding. In order to assess any claims with respect to damages or warranty, Hüffermann or a partner authorised by Hüffermann shall be entitled to analyse the measured data (e.g. reading of data recording media) required for this purpose. In return, the contractual partner undertakes to tolerate any investigative measures taken.
XIII. Privacy The same principles apply to the confidentiality of the data transferred as to the other business transactions of the contractual parties. Hüffermann’s employees are bound by the relevant national provisions on privacy. The contractual partner declares their consent to all personal data relating to them, which was gathered by Hüffermann as part of the contractual relationship, being processed (also through automated means), forwarded and saved. The purpose of the data processing and forwarding is the completion of the orders. Data may solely be used for the contractual purpose. Personal data will be retained for the duration of the contractual relationship and possibly beyond that for the statutory retention period, the assertion of claims or the defence of claims. The principles relating to orderly data processing and storage are to be adhered to. Data subject to data privacy laws should be handled accordingly. Personal data will be processed with respect to the EU General Data Protection Regulation and the statutory provisions. In its capacity as responsible body, Hüffermann grants the contractual partner a right to information, correction, deletion or objection as to usage of the personal data. With regard to further information on the right to protect personal data and the rights of those affected, Hüffermann refers to our data privacy statement, which is accessible on their website www.hueffermann.de. Hüffermann does not accept any responsibility for the data protection guidelines or measures of third parties whose websites or functions can be reached via links on our websites or via our apps.
XIV. Protection of property rights and intangible assets Hüffermann reserves all copyright and property rights to Hüffermann-issued quotations, illustrations, plans, drawings, standards, charts, diagrams, photos, calculations, brochures, catalogues, models, tools and other documents and auxiliary material and to the trademark - whether on data carriers, in printed form or as material to be used for print preparation or printing - provided to the contractual partner. Without Hüffermann’s express agreement, the contractual partner may not make these objects, or the content of them, accessible to third parties or make them known to third parties, or have them used or reproduced, either by itself or by third parties. At Hüffermann’s request, these objects must be returned to Hüffermann in their entirety and, where applicable, any copies made of them must be destroyed, if they are no longer needed by the contractual partner in the proper course of business or if negotiations do not result in the conclusion of a contract.
XV. Final provisions Claims arising from the contract can only be assigned with consent of the other party. This excludes assignments (i) by Hüffermann to Wilhelm Schwarzmüller GmbH, Austria and associated companies, (ii) within the framework of factoring contracts, and (iii) by financing or leasing partners brokered by Hüffermann to the contractual partner. The parties agree that the place of international jurisdiction for any disputes between the contracting parties shall be, depending on the sum in dispute, the court the court of the Republic of Germany legally responsible for the head office of Hüffermann Transportsysteme GmbH (AG Neuruppin, HRB 85). Should any individual parts of these Standard Terms and Conditions of Sale and Delivery be or become ineffective or invalid, the remaining provisions shall remain unaffected thereby. By means of interpretation, such invalid provisions shall be replaced by such provisions which come as close as possible to the purpose originally intended. The legal validity, interpretation and fulfilment of these Standard Terms and Conditions of Sale and Delivery, including all legal relationships between Hüffermann and the contractual partner for the time being, in particular disputes arising of contracts, shall be formally and materially exclusively subject to Austrian law, to the exclusion of the conflict of laws rules of international private law and the UN sales law. The German language shall be considered the agreed contractual language.