Terms of Service
As of November 2018
§ 1 Sphere of Applicability and Definitions
(1) All offers, deliveries and services shall be rendered exclusively upon the basis of these Allgemeine Geschäftsbedingungen [General Business Terms and Conditions] (AGB). Through his contractual offer and/or his offer acceptance, the Customer hereby expressly declares his agreement with this contractual basis.
(2) We shall not recognise any terms and conditions of the Customer which deviate from our AGB and thus hereby expressly reject such terms and conditions of the Customer. Any deviations from these Business Terms and Conditions shall be valid only if we have confirmed them in writing. This shall also be valid for the regulatory area which is not covered by these AGB.
(3) Our AGB shall be valid in the version which was published at the time that the order was issued. We reserve the right to modify or amend the AGB in justified cases, e.g. changes to laws, changes in case law or changes in financial circumstances. The respective changes shall become effective upon their publication on the Internet site www.hidrex.de.
(4) Consumer in accordance with these AGB shall be considered to be any natural person who concludes a legal transaction for purposes which are predominantly attributable neither to commercial nor independent activities upon the part of the consumer. Entrepreneur in accordance with these AGB shall be considered to be any natural or juridical person or partnership that is authorised to conduct legal transactions which is acting in the exercising of its commercial or independent professional work activities when concluding the contractual agreement with us. Businesspersons shall be considered to be entrepreneurs who operate a commercial business or freelancers who are treated as such in accordance with the statutory provisions of the Handelsgesetzbuch [German Commercial Code] (HGB).
§ 2 Conclusion of the Contractual Agreement
(1) Our offers shall be non-binding with regards to services, quantities and ancillary services, i.e. they are not considered to be offers, but rather merely requests issued to the Customer to render an offer (order) upon his part.
(2) As a rule, after our receipt of the offer, the Customer shall receive an order confirmation (via e‑mail, post or fax) which confirms the receipt of the order. This e‑mail shall constitute no acceptance of the offer.
The Purchase Agreement shall only then be considered to have been concluded upon the receipt of the order confirmation which was sent via e‑mail, post or fax. This shall also be valid for an order of goods that is submitted by telephone. As long as we have sent the Customer no order confirmation, we reserve the right to sell the goods to someone else.
(3) The quality features of the delivery or service object which form the underlying basis for the contractual agreement shall be stated exclusively in the respective data in our description of the contractual object on the Internet or on the order confirmation. Deviations shall require a written agreement.
§ 3 Right of Revocation of Consumers
(1) Right of Revocation
You shall have the right to revoke this agreement within 14 days without being required to state reasons for so doing.
The 14-day timeframe shall begin to run on the day on which you or your designated third party–who is not the carrier–have/has taken possession of the last goods and/or, for multiple partial shipments, the last partial shipment or the last unit.
In order to exercise your right of revocation, you must notify us, HIDREX GmbH, Otto-Hahn-Str. 12, 42579 Heiligenhaus, telephone: 02056 — 98 11 0, fax: 02056 — 98 11 31, e‑mail: , by means of a transparent declaration (e.g. a letter sent via post, fax or e‑mail), of your decision to revoke this agreement. In order to do this, You can use the enclosed model revocation form, but this is not mandatory.
In order to meet the deadline, it is sufficient that you have sent the notification of the exercising of the right of revocation before the revocation timeframe lapses.
(2) Consequences of the Revocation
If you revoke this agreement, we must pay back to you all payments which we have received from you–including the delivery costs (with the exception of the additional costs which are incurred as the result of the fact that you have selected another type of delivery than the cheapest standard delivery which we offer)–promptly and by no later than within 14 days after the day on which we receive the notification of your revocation of this agreement. For this repayment, we shall use the same payment method which you used during the original transaction unless something else was expressly agreed with you; in no case shall you be charged fees for this repayment. We may refuse to make the repayment until we have received the goods back or you have provided documentation that you have sent the goods back based upon which occurs earlier.
You must send the goods back to us, or surrender them to us, promptly and in any case by no later than within 14 days after the day on which you have notified us of the revocation of the agreement. The deadline shall be considered to have been met if you send the goods before the timeframe of 14 days lapses.
You shall assume the direct costs for the return shipment of the goods.
You must provide compensation for any loss in value of the goods only if this loss of value is attributable to your handling of the goods which was not required in order to examine the workmanship, quality features and functionalities of the goods.(3) Exclusion of the Right of Revocation
The right of revocation shall not be valid for agreements for the delivery of goods which are not prefabricated and for whose manufacture an individual selection or determination upon your part is prevailing or the goods have been clearly customised to your personal requirements (§ 312g Para. 2 No. 1 BGB [German Civil Code]).
The herein-regulated right of revocation shall not be valid for entrepreneurs.
— End of the Revocation Instructions -
§ 4 Patent Rights and Copyrights
(1) We reserve all ownership rights and copyrights to circuit diagrammes, drafts, specifications as well as all products that we have manufactured ourselves (design, structure, production method, features and function) or any other products that we have modified and/or supplemented. The effective provisions of the German Patent Act as well as the German Copyright Act shall be valid.
(2) Without our express written consent, documents regarding the aforementioned products and goods may not be made available to third parties. This shall not be valid if the resale of the products and goods is done during proper business dealings.
§ 5 Prices, Payment, Right of Retention, Offsetting
(1) The agreed prices shall be understood to be via delivery ex warehouse plus the statutory VAT that is valid in the Federal Republic of Germany, but nonetheless without shipping and/or transport costs, installation, training or other ancillary services insofar as nothing to the contrary has been agreed in writing. You can find an overview of the shipping costs at Costs for the Delivery of Goods.
(2) The prices for products that are not available at the time that the order is made shall be based on non-binding data from the suppliers or manufacturers and may change before outgoing delivery is made. The products can be ordered at the indicated price. However, both the price and the delivery date cannot be guaranteed by us to be binding so that price changes are also possible even for products that have already been ordered. In the case that changes are made, we shall consult with the Customer before implementing the order. In the case that the Customer should not agree with the changes, he shall be entitled to a right of rescission.
(3) The payment for the goods shall be made in accordance with the payment methods recommended during the ordering process, but at least against advance payment and cash on delivery and in accordance with the terms and conditions specified therein. Contingent upon the results of the examination of the Customer’s data (identity verification and credit check), we reserve the right to exclude certain payment methods.
(4) Except in the cases of cash on delivery or payment on account, the Customer shall be obliged to make advance payment. t. In this case, the payment shall become payable upon the conclusion of the contractual agreement and receipt of the invoice or the set of invoices. In the cases of cash on delivery and payment on account, the payment shall become payable upon the receipt of the goods and the invoice or the set of invoices. Any discounts shall be stated on the invoice and may be claimed only during the prescribed timeframe. Any other rebates, etc. shall require a written agreement.
(5) The Customer shall be considered to have entered into default by no later than 30 days after the invoice or the set of invoices becomes payable and is received. In the case of payment default, payment default interest in the amount of the respectively valid statutory interest rate shall be charged. We reserve the right to assert claims for higher payment default damages.
(6) In the case that a partial payment has been agreed, the entire purchase price shall automatically become payable if the Customer is late with an instalment payment by more than 14 days. The payment of an instalment payment shall always be considered to be the acceptance of our offer to make instalment payments.
(7) The costs which are incurred as the result of the reverse booking of a payment transaction owing to a lack of funds or owing to incorrect data provided by the Customer shall be charged to the Customer.
(8) The acceptance of bills of exchange and checks shall always be made only for payment satisfaction purposes. All actual debt collection expenses shall be charged to the Customer.
(9) For partial deliveries which we have affected or offered, any subsequent deliveries shall be made without our charging any shipping costs. For special Customer requests regarding the allocation of the delivery, the shipping costs for each partial delivery shall also be charged.
(10) The Customer shall be entitled to a right of retention only insofar as it is based upon the same contractual relationship. The retention of payments by the Customer that are based upon counterclaims from other contractual relationships shall be excluded.
The Customer may offset only with counterclaims which are either undisputed or have been legally upheld.
§ 6 Delivery
(1) The delivery of the goods shall be made to the Customer’s designated delivery address.
(2) The delivery timeframe shall begin to run on the day that the order confirmation is received. If the Customer is obliged to make advance payment, the service timeframes or delivery timeframes stated in the offers shall be contingent on the condition that the Customer has made payments promptly after the conclusion of the contractual agreement.
(3) If the Customer is an entrepreneur, then the delivery timeframe shall be considered to have been met if the delivery object has left the warehouse or the readiness for shipment has been announced to the Customer before this timeframe lapses.
(4) The stated delivery timeframes shall not be considered to be fixed timeframes. The agreement on a fixed timeframe must be in writing.
(5) In the case of a non-delivery by one of our sub-suppliers which are not foreseeable for us and for which we are not responsible, we shall be entitled to withdraw from the contractual agreement. In this case, we shall promptly notify the Customer of the non-availability of the goods and reimburse him for the payments which he has already made. In our dealings with consumers, the right shall exist only insofar as we have concluded a congruent covering transaction and delivery has unforeseeably not been made by the supplier. Damage compensation claims upon the part of the Customer shall be excluded insofar as we have acted neither with gross negligence nor with intentional wrongdoing with regards to the non-availability.
(6) In the case of force majeure and other unforeseeable and extraordinary circumstances for which we are not at fault, e.g. operational disruptions caused by fire, water and similar circumstances; the malfunctioning of production equipment and machines; strikes and lock-outs; shortages in materials, energy and transport options; governmental interventions, the delivery timeframe shall be extended by an appropriate timeframe if we are hindered from the timely fulfilment of our obligations by these circumstances. This shall also be valid if such circumstances affect our sub-suppliers. We shall notify the Customer of the delayed delivery. In the case that the delays are unreasonable to the Customer against documentation, the Customer shall be entitled to a right of rescission.
§ 7 Transfer of Risk, Assignment Ban
(1)The risk shall be transferred to the Customer as soon as the shipment has been handed over to the person implementing the transport or the goods have left our operational premises for shipment. This shall be valid only subject to the additional requirements that the Customer has commissioned the transport person or the shipping company and we have not designated this transport person or shipping company to the Customer beforehand. Otherwise, risk shall only then be transferred upon the handover of the goods to the Customer.
This shall also then be valid if partial deliveries are made.
(2) If the Customer is an entrepreneur, the risk shall be transferred to him as soon as the shipment has been handed over to the person implementing the transport or the goods have left our operational premises for shipment and indeed also then if partial deliveries are made.
(3) The Customer shall not be entitled to assign his claims from the contractual agreement. This shall not be valid if this concerns a monetary claim and the Customer is an entrepreneur in accordance with the HGB.
§ 8 Extended Reservation of Ownership
(1) All our deliveries shall be made subject to extended reservation of ownership. The ownership shall only then be transferred to the Customer if we have had all of our claims settled from the Delivery Agreement as well as such claims which are in conjunction with the purchased object. If the buyer is an entrepreneur, then the ownership shall be transferred to him when he has settled all of his liabilities from the business relationship with us. For payment made by check, the ownership shall be transferred upon the redemption of the check.
(2) Any processing or handling shall always be done for us as the manufacturer in accordance with § 950 BGB without our incurring any obligations in this regard. If the goods are processed or combined with other goods, we shall in principle be entitled to a co-ownership stake in the new goods. If the goods are processed, we shall receive an ownership stake based upon the proportional value of the value of the goods subject to the reservation of ownership to the value of the new goods; if the goods are combined, we shall be entitled to an ownership stake based upon the proportional value of the value of the goods subject to the reservation of ownership to the value of the other goods. If the Customer should become the sole owner, he shall already now grant us the co-ownership based upon the value of the reserved goods and shall store the goods upon a free-of-charge basis for us. If the goods created through the processing or combining are resold, then the advance assignment agreed below shall be valid only in the amount of the value of the reserved goods.
(3) The pledging or assignment by way of security of the goods shall be forbidden before the final payment is made. A resale shall be permitted only within the parameters of ordinary business dealings. In the case of the resale of the reserved goods, the Customer shall already now assign his purchase price payment claims to us. We hereby accept this assignment so that we shall be entitled to collect the payment claims.
(4) The Customer shall be obliged to insure our reserved goods during resale against any potential bad debt risk.
(5) If the Customer is late with a payment–in whole or in part, he discontinues his payments or justified doubt otherwise exists regarding his ability to pay or his willingness to pay, then he shall no longer be entitled to dispose of the goods. In such a case, we may assert the rights from § 449 BGB and/or revoke the Customer’s authorisation to collect the debt from the recipient of the goods. We shall then be entitled to demand information regarding the recipient of the goods, to notify the recipient of the goods of the assignment of the payment claim to us and to collect the payment claims from the recipients of the goods. Upon our demand to do so, the Customer must promptly notify the third-party debtor of the assignment.
(6) Insofar as the value of all security rights, to which we are entitled in accordance with these provisions, exceeds the amount of all secured claims by more than 20 %, upon the Customer’s request, we shall release an appropriate portion of the security rights.
(7) During the timeframe of the reservation of ownership, the goods in our ownership must be insured by the Customer against fire, water, vandalism, theft and burglary at replacement value. The rights from this insurance shall be assigned to us. We hereby accept this assignment.
(8) The Customer must promptly notify us of any mandatory debt collection measures or other third-party claims to the reserved goods or the payment claims assigned in advance and provide the documents required for an intervention. Any intervention costs shall be assumed by the Customer.
§ 9 Warranty Rights
(1) The buyer’s claims owing to defects in the purchased goods shall be in accordance with the statutory provisions within the statutorily-prescribed timeframes insofar as nothing to the contrary is prescribed in the following.
(2) The Customer’s warranty claims shall be excluded if he does not make notification of obvious defects within two weeks after handover is made. The timely sending of the notification shall be sufficient. Any notification of defects shall not affect the due date of the purchase price claim unless the announced defects have been acknowledged by us in writing or have been legally upheld. The warranty exclusion shall not be valid if the Customer is a consumer.
(3) The assignment of claims for defects to third parties shall be excluded. If the Customer sells the items supplied by us to third parties, he shall be forbidden from making reference to us with regards to the related statutory and/or contractual claims for defects. This shall not be valid if the Customer is a consumer.
(4) If the Customer purchases multiple products in a contractual agreement or he purchases a system of multiple products, then it shall be agreed upon the issuance of the order that a claim for a purchase price reduction or rescission of the contractual agreement shall in principle only then be valid for the individual device affected by the defect, but not for all devices or the entire system unless the devices have been sold collectively and the defective device cannot be separated from the rest of the devices without this being detrimental for the Customer.
(5) Design and form modifications which are attributable to improvements in the technology and/or to standards imposed by the lawmakers shall constitute no defect. We reserve the right to make such modifications during the delivery timeframe insofar as the delivery object has not been substantially altered or modified and the changes are reasonable for the Customer. If the Customer documents that the toleration of the changes is not reasonable for him, he shall be entitled to a right of rescission.
(6) The liability for damages which are created through improper modifications, interventions or repair attempts by the Customer or third parties shall be excluded. This shall in any case then be valid if the Customer has caused the defect through his conduct. Otherwise, we shall be liable in accordance with the aforementioned provisions.
Moreover, we shall not be liable for the customary wear-and-tear of the goods as well as for defects which have been created through flawed or negligent handling or servicing by the Customer and/or owing to extraordinary operational conditions.
§ 10 Warranty
(1) If the Customer has been granted a warranty beyond the statutory claims for defects, then he can–subject to any deviating written agreement from this warranty–derive no claims for rescission, purchase price reduction or damage compensation, but rather only claims for rectification. He shall also be entitled to no claim for a free-of-charge exchange for new goods or for a replacement device for the repair timeframe.
(2) The warranty timeframe shall begin to run upon the handover of the goods to the Customer and shall neither be suspended owing to the rectification nor shall the warranty timeframe begin to run anew. Nonetheless, any already-existing statutory claims shall not be affected by this provision.
(3) Any interventions by the Customer, the consumer or the end consumer into the devices, unauthorised repair attempts or breaking the device seal shall result in the immediate retroactive forfeiture of the warranty. Without this having to be requested, the Customer and/or the reseller must notify the third-party debtor and/or end consumer of this.
§ 11 Liability
(1) We shall be liable only for contractual violations based upon gross negligence and intentional wrongdoing as well as for the culpably-caused loss of life, physical injury or damage to health in accordance with the statutory provisions. Otherwise, liability shall be excluded.
(2) If the Customer is a consumer, in the case of simple negligence, we shall be liable only for the violation of essential contractual obligations. The liability to pay damage compensation shall then be limited to the foreseeable damages which typically occur in comparable cases.
(3) If the Customer is an entrepreneur, in the case of our contractual violations which are not based upon intentional wrongdoing, our liability shall be limited to the damages which are foreseeable upon the conclusion of the contractual agreement. In the case of simple negligence, we shall be liable only for the violation of essential contractual obligations and this liability shall be restricted to typically-foreseeable damages.
(4)The liability in accordance with the provisions of the German Product Liability Act shall remain unaffected.
(5) Insofar as we are excluded or restricted from the liability to pay damage compensation, this shall also be valid with regards to the personal liability to pay damage compensation upon the part of our salaried personnel, workers, employees, representatives and vicarious agents.
§ 12 Rescission
If essential deteriorations occur in the Customer’s financial circumstances which justify doubt in his solvency, we shall be entitled to set the Customer an appropriate extension period for the rendering of advance payments or the provision of security. After the fruitless lapsing of the extension period, we shall be entitled to withdraw from the agreement and withhold any deliveries and services
§ 13 Data Protection
The collection, processing and storage of the Customer’s personal data shall be done in accordance with the provisions of the Bundesdatenschutzgesetz [German Data Protection Act] (BDSG) and the General Data Protection Regulation (GDPR).
You can find the corresponding Data Protection Declaration here.
§ 14 Place of Performance, Legal Venue, Applicable Law
(1) For agreements with entrepreneurs, the place of performance for payments and deliveries shall be agreed to be our commercial residence, HIDREX GmbH, Otto-Hahn-Str. 12, 42579 Heiligenhaus.
(2) Insofar as the Customer is an entrepreneur or has no residence within the European Union, Wuppertal shall be the sole legal venue for all disputes arising between the contractual parties–including for lawsuits regarding bills of exchange and checks–subject to the proviso that we are also entitled to take legal action against the Customer in his legal venue.
(3) Exclusively German law shall be valid subject to the exclusion of the provisions of the United Nations Convention on Contracts for the International Sale of Goods.
§ 15 Changes, Ancillary Agreements, Severability Clause
(1) Any supplements, changes and ancillary agreements must be in writing in order to be effective. The same shall be valid for the waiver of this written form requirement.
(2)It shall be agreed to replace the invalid provision with that valid provision which corresponds, or most closely corresponds, to the sense and purpose of the invalid provision. Anstelle der unwirksamen Bestimmung gilt diejenige wirksame Bestimmung als vereinbart, welche dem Sinn und Zweck der unwirksamen Bestimmung entspricht oder am nächsten kommt.
§ 16 Information in accordance with § 36 Verbraucherstreitbeilegungsgesetz [German Consumer Dispute Resolution Act] (VSBG)
We hereby wish to inform you that, in accordance with § 36 Para. 1 No. 1 VSBG, we are not willing or obliged to participate in dispute resolution proceedings before a consumer arbitration tribunal.