General Terms and Conditions of Delivery and Payment of HSS Recycling GmbH
§ 1 Binding Nature of our General Terms and Conditions
(1) The following terms and conditions form an integral part of all contracts concluded with HSS Recycling GmbH, even if we do not expressly refer to them in future business transactions. Deviating or supplementary provisions are only binding upon us if we have expressly agreed to their validity in writing. We expressly object to any conflicting terms and conditions of the customer that deviate from our terms and conditions or from statutory provisions. They will not be recognized even if we do not object to them again after receiving them or if we execute deliveries subject to reservation.
(2) In addition to our terms and conditions, in case of doubt the INCOTERMS in their currently valid version shall apply.
§ 2 Offer and conclusion of contract
(1) Our offers are subject to change and non-binding. A contract is only concluded when acceptance has been confirmed in writing, by fax or email. This also applies to additions, amendments or supplementary agreements.
(2) All performance data, such as illustrations, drawings, dimensions, weights or similar information, are non-binding. They are only considered agreed upon once they have been confirmed in writing.
(3) The information we provide must not be made available to third parties.
§ 3 Prices
The prices quoted by HSS Recycling GmbH are ex-works and are net prices; therefore, value-added tax (VAT), if applicable, will be added. These prices reflect the raw material prices, wages, and costs in effect at the time of contract conclusion, meaning that if these increase, our prices will also increase accordingly. In this case, the customer is entitled to withdraw from the contract within four weeks of being notified of the price increase. We reserve the right to correct any obvious errors on our part at any time. If delivery is agreed to be free of charge, delivery will be made at the lowest standard freight rates.
§ 4 Payment Terms
(1) HSS Recycling GmbH’s invoices are payable immediately upon receipt without deduction, unless otherwise agreed.
(2) Payments become due even if the invoice or goods are received by the buyer late or if the right to claim for defects exists. Representatives, drivers, assistants, etc., are only authorized to collect payment if a written power of attorney for collection is presented. Bills of exchange and checks are accepted only on account of payment, so that any agreed retention of title remains in effect. All exchange fees are borne by the buyer.
(3) If a call-off of the goods has been agreed, HSS Recycling GmbH is entitled to invoice the goods at the time they are ready for shipment. The purchase price is then due for payment 30 days after the invoice date.
(4) If a payment is more than one week overdue, all outstanding claims of any kind will become immediately payable. If circumstances subsequently arise that result in a significant deterioration of the buyer’s financial situation and jeopardize our payment claims, HSS Recycling GmbH is entitled to demand immediate payment of all outstanding amounts. Advance payments may then be required for any remaining deliveries.
(5) The timeliness of payment depends on the date of receipt of payment by us. In the event of late payment by the customer, we are entitled to charge interest at the respective bank overdraft rates, but at least at a rate of 8 percentage points above the base interest rate of the European Central Bank. We reserve the right to claim further damages for late payment.
§ 5 Delivery, Shipping and Packaging
(1) Delivery and shipment of the goods are made to the carrier, to a person designated by the customer at our premises, or to another location free of charge. Unless otherwise agreed, the method of shipment, the shipping route, and the choice of freight forwarder or carrier are at the discretion of HSS Recycling GmbH. Should goods be lost during transport, claims for compensation must be made by the customer to the delivering party. Any damage occurring during transport must be immediately documented by the recipient on the waybill, delivery note, or similar document, and the relevant authorities must be notified to establish the facts.
(2) We are entitled to make partial deliveries to a reasonable extent. Partial deliveries may be invoiced separately.
(3) Unless otherwise agreed, the goods will be delivered unpackaged and without protection against rust.
(4) Packaging and other means of transport will not be taken back. Packaging exceeding normal requirements requires a special agreement.
(5) Our delivery obligation and the handling of shipment are subject to the customs of the seaports, e.g. Antwerp Conditions as amended in 1972.
§ 6 Determination of Weight and Quantity
(1) The weight or dimension determined by HSS Recycling GmbH on calibrated scales is authoritative unless otherwise agreed in writing. Proof of weight is provided by submitting the weighbridge ticket or the corresponding calibration/draft measurement certificate. Standard industry allowances and discounts remain unaffected. (2) Weight determinations can only be contested on the basis of official reweighing immediately after delivery. Weight deviations of up to 2% cannot be contested. Quantities, bundle counts, or similar information stated in the shipping notification are non-binding for deliveries billed by weight.
Page 1 of 4 § 7 Acceptance
(1) Goods will only be accepted or inspected if this has been expressly agreed.
(2) Acceptance and inspection shall take place at the buyer’s expense at the point of dispatch or the warehouse for the execution of the delivery. If the buyer does not carry out the acceptance or inspection immediately after notification of readiness for acceptance, we are entitled to dispatch the goods without acceptance or inspection or to store them at the buyer’s expense and invoice them as delivered.
(3) The purchaser may not refuse acceptance as contractually agreed or legally required due to insignificant defects.
§ 8 Delivery period and delivery terms
(1) Delivery periods commence on the date of our order confirmation, but not before all details of the order have been fully clarified, the agreed documents, down payment or advance payment have been received, and any necessary domestic or foreign official certificates have been obtained. Adherence to delivery dates is also contingent upon the purchaser fulfilling the aforementioned obligations.
(2) The stated delivery time is non-binding unless expressly agreed otherwise in writing. No guarantee can be given for adherence to the delivery deadline. HSS Recycling GmbH reserves the right to choose the delivery method and shipping options. In the event of non-compliance with the delivery deadlines, the buyer’s statutory rights only arise after they have granted HSS Recycling GmbH a reasonable grace period for delivery, declaring that they will refuse acceptance of the delivery after the expiry of this period. After the unsuccessful expiry of the grace period, the buyer no longer has any claim to performance.
(3) Delivery periods and dates are considered met upon notification of readiness for shipment, even if deliveries cannot be dispatched on time through no fault of our own. Otherwise, the time of dispatch from our company is decisive for compliance with delivery periods and dates. HSS Recycling GmbH is entitled to make partial deliveries.
(4) For contracts with agreed continuous delivery on demand, we must be notified of call-offs and product ranges for approximately equal monthly quantities. If the contract quantity is exceeded by individual call-offs, we are entitled, but not obligated, to deliver the surplus. We may invoice the surplus at our prices valid at the time of acceptance of the call-off.
(5) The risk of accidental loss or accidental damage to the goods shall pass to the buyer upon segregation and notification of readiness for dispatch, at the latest at the moment when the goods have been handed over to the forwarding agent, carrier or other person or entity selected for dispatch.
§ 9 Delivery Obstacles
HSS Recycling GmbH shall not be liable for delays in delivery or performance due to force majeure or events that significantly impede or render delivery impossible. Such circumstances entitle HSS Recycling GmbH to postpone delivery or performance for the duration of the impediment plus a reasonable start-up period. The other contracting party must be notified immediately of the event of force majeure or other such circumstances. After a period of eight weeks from the date of notification, both contracting parties are entitled to withdraw from the contract. In the event of such withdrawal, neither contracting party is entitled to compensation. Advance payments for undelivered goods must be refunded.
§ 10 Non-acceptance of goods and non-performance
(1) Goods reported as ready for shipment in accordance with the contract must be collected immediately. If, after the agreed collection period has expired or after repeated unsuccessful requests, the buyer fails to collect the goods, HSS Recycling GmbH is entitled, at its discretion, to ship the uncollected goods at the buyer’s expense and risk or to store them and invoice them as delivered. The buyer’s statutory rights remain unaffected. The invoice date is considered the delivery date. Risk passes to the buyer upon invoicing.
(2) If the buyer fails to perform the contract, he is obliged to compensate HSS Recycling GmbH for the damage incurred at the time of performance of the contract.
§ 11 Defects
(1) The delivered goods shall be deemed to conform to the contract if, at the time of the transfer of risk, they do not deviate from the agreed specifications or deviate only insignificantly. The conformity of the goods to the contract is determined exclusively by the agreements made regarding the quality and quantity of the goods. Agreed specifications and an expressly agreed purpose of use do not constitute a warranty. The assumption of a warranty requires a written agreement.
(2) Liability for a specific use, functionality, quality, or characteristics of the goods is assumed only to the extent expressly agreed upon. The suitability and usage risk lies solely with the buyer. HSS Recycling GmbH is not liable for deterioration or loss of the goods after delivery. (3) The buyer must inspect the goods immediately upon receipt and report any defects in writing without delay. Hidden defects must be reported immediately upon discovery. If acceptance testing is agreed upon, defects not detected during this testing cannot be reported later. In the event of complaints, HSS Recycling GmbH must be given the opportunity to inspect the alleged defects without delay.
(4) In the event of a defect, HSS Recycling has the option, taking into account the buyer’s interests, to remedy the defect either by replacement or by repair. If HSS Recycling GmbH fails to remedy the defect within a reasonable period without objection, the buyer may, after a
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Within a reasonable period for subsequent performance, the buyer may reduce the purchase price or withdraw from the contract. Further claims are excluded. The liability provisions remain unaffected.
(5) Recourse claims of the buyer pursuant to Section 478 of the German Civil Code (BGB) are only available to the extent permitted by law in respect of claims asserted against the buyer by third parties, if a corresponding complaint has been made to HSS Recycling GmbH.
§ 12 Limitation of Liability
(1) Unless otherwise stipulated in these Terms and Conditions of Sale, HSS Recycling GmbH shall only be liable for damages arising from the breach of contractual or non-contractual obligations, or in the case of contract negotiations, in the event of intent or gross negligence on the part of its legal representatives or vicarious agents, as well as in the event of a culpable breach of essential contractual obligations. In the event of a culpable breach of essential contractual obligations – i.e., obligations that are essential for the proper performance of the contract and on whose compliance the customer regularly relies and may rely – HSS Recycling GmbH shall only be liable – except in cases of intent or gross negligence on the part of its representatives or vicarious agents – for the typical and foreseeable damage.
(2) In all other respects, we shall be liable in accordance with the statutory provisions in the event of liability under the Product Liability Act and in the event of culpable injury to life, body or health.
§ 13 Statute of Limitations
(1) The limitation period for claims and rights due to defects in the delivery – regardless of the legal basis – shall be one year from the statutory commencement of the limitation period.
(2) Notwithstanding the above, the statutory limitation period shall apply: a) in the case of Section 438 Paragraph 1 No. 1 of the German Civil Code (third parties’ real rights), Section 438 Paragraph 1 No. 2 of the German Civil Code, Section 634a Paragraph 1 No. 2 of the German Civil Code (performance in connection with a building), in the case of recourse claims pursuant to Section 479 Paragraph 1 of the German Civil Code and in the case of fraudulent intent;
b) as well as in the case of mandatory claims for damages.
(3) For other claims of the Customer against HSS Recycling GmbH, the regular limitation period is reduced to two years from the statutory commencement of the limitation period.
§ 14 Non-transferability, right of retention and set-off
(1) The buyer may not assign his rights under the contract to third parties without the permission of HSS Recycling GmbH.
(2) The buyer is not entitled to a right of retention. He may only offset undisputed or legally established claims.
(3) HSS Recycling GmbH is entitled to offset any claims that HSS Recycling GmbH may have against the buyer against any existing claims of the buyer.
§ 15 Buyer’s creditworthiness and special right of withdrawal
(1) HSS Recycling GmbH is only obligated to deliver or perform if the buyer’s unconditional creditworthiness and ability to pay are guaranteed. Therefore, HSS Recycling GmbH is entitled to demand advance payments or security if payment security is not assured.
(2) If judicial insolvency proceedings are applied for or opened against the assets of the buyer, HSS Recycling GmbH is entitled to withdraw from the contract without notice.
§ 16 Retention of title and other security rights
(1) Until all claims to which HSS Recycling GmbH is entitled against the buyer for any legal reason have been satisfied, HSS Recycling GmbH shall be granted the following securities, which it will release at its discretion upon request, insofar as their value sustainably exceeds the claims by more than 10%.
(2) HSS Recycling GmbH retains title to all goods delivered by it until all claims of HSS Recycling GmbH arising from the business relationship with the buyer have been satisfied. Processing or transformation is always carried out on behalf of HSS Recycling GmbH, but without obligation on its part. If the (co-)ownership of HSS Recycling GmbH is extinguished by combination, it is hereby agreed that the (co-)ownership of HSS Recycling GmbH in the resulting single item shall be transferred to HSS Recycling GmbH in proportion to its value (invoice value). The buyer shall hold the (co-)ownership of HSS Recycling GmbH in trust free of charge. Goods to which HSS Recycling GmbH has (co-)ownership are hereinafter referred to as reserved goods.
(3) The customer is entitled to process the goods subject to retention of title in the ordinary course of business and to resell them under retention of title, provided that the customer is not in default. Pledging or assigning the goods as security is prohibited. The buyer hereby assigns to HSS Recycling GmbH, as security, all claims arising from the resale or any other legal basis (insurance or tort) relating to the goods subject to retention of title. The buyer is obligated to provide HSS Recycling GmbH with the name and address of the purchaser upon request. HSS Recycling GmbH revocably authorizes the buyer to collect the claims assigned to HSS Recycling GmbH in the buyer’s own name but on its behalf. This authorization to collect may only be revoked if the buyer fails to meet its payment obligations.
(4) The buyer is obligated to insure the goods subject to retention of title at its own expense in favor of HSS Recycling GmbH adequately against damage from natural disasters and theft. Should third parties seize the goods subject to retention of title or security, the buyer must inform the third party of HSS Recycling GmbH’s ownership and notify HSS Recycling GmbH immediately. The retention of title remains in effect even if the individual claims of HSS Recycling GmbH are
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The balance has been drawn and acknowledged and included in a current account.
(5) In the event of breach of contract by the buyer – in particular default of payment – HSS Recycling GmbH is entitled to take possession of the goods subject to retention of title and, if necessary, to demand assignment of the buyer’s right to demand surrender against third parties.
§ 17 Proof of Export
(1) If a customer residing outside the Federal Republic of Germany or their agent collects goods and transports or ships them abroad, the buyer must provide proof of export for tax purposes. Otherwise, the buyer must pay HSS Recycling GmbH an amount equal to the applicable VAT rate for domestic deliveries, calculated on the invoice amount.
(2) The purchaser is obligated to comply with all export control regulations of the competent export control authorities, in particular those of the authorities in Germany and the European Community. The purchaser undertakes not to export any goods, directly or indirectly, to any country for which such export may be prohibited by the aforementioned regulations.
§ 18 Provisions for the shipment of waste
(1) If the delivery is subject to the prior written notification procedure for waste pursuant to Article 3(1) of Regulation (EC) No 1013/2006 and we are obliged to make such notification, the purchaser is obliged, within the meaning of Article 5(1) of that Regulation, to properly recover the delivered waste. The delivery of the goods by HSS Recycling GmbH to the purchaser is for this purpose. Otherwise, the mandatory contractual provisions set out in Article 5 of the Regulation shall apply.
(2) If the delivery is subject to the general information requirements for waste pursuant to Article 3(2) of Regulation (EC) No 2013/2006 and we have arranged for the shipment of this waste, we undertake, pursuant to Article 18(2) of that Regulation, if the shipment or recovery of the waste cannot be completed as intended or is carried out illegally, to take back this waste or ensure its recovery by other means and, if necessary, to arrange for its storage in the interim. The same obligation applies to the purchaser if we are unable to carry out the shipment or recovery.
(3) The Customer shall indemnify us against all costs incurred by us for reasons attributable to the Customer as a result of the shipment or recovery of the waste not being completed in the manner provided for in Regulation (EC) No 1013/2006 or of an illegal shipment being carried out (e.g. costs of return, recovery or storage).
§ 19 Confidentiality
The customer and we are obligated to keep confidential from third parties any know-how and trade secrets that we learn from each other during the performance of this contract (information) and to obligate our employees accordingly. This does not apply to information that is or becomes generally known – without breach of any confidentiality obligation – or that was already known to the recipient at the time of conclusion of the contract or becomes known thereafter.
§ 20 Place of performance, jurisdiction and applicable law
(1) The place of performance for the customer’s payment obligation is our registered office. The place of performance for all other contractual obligations is the delivery point we have commissioned or the warehouse from which we ship the goods. The original place of performance applies to subsequent performance.
(2) The place of jurisdiction is our registered office. However, we are also entitled to sue the customer at their general place of jurisdiction or any other permissible place of jurisdiction. This also applies in proceedings relating to bills of exchange or checks.
(3) All legal relations between the contracting parties shall be governed by German law. The application of the Hague Uniform Law on the International Sale of Goods and the UN Convention on Contracts for the International Sale of Goods is excluded.
§ 21 Final Provisions
Should any provision in these terms and conditions or in any other agreement be or become invalid, the validity of the remaining provisions shall remain unaffected. Invalid provisions shall be replaced by provisions that come as close as possible to achieving the intended economic result.
As of July 2015
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