General Conditions of Sale

General Conditions of Sale – 02th of April 2007
HALA group of companies (hereinafter also referred to as “HALA”)

HALA Dichtungen und Isolierteile GmbH & Co. KG
Blumenstr. 12 / D-73779 Deizisau

HALA ConTec GmbH & Co. KG
Blumenstr. 12 / D-73779 Deizisau

 

 

PREAMBLE
The following General Conditions of Sale are applicable to all - including future -
contracts and other services of HALA. Terms of the purchaser which deviate from those of HALA are not binding for HALA unless expressly confirmed in writing by HALA.

1. OFFER
(1) Our offers are subject to confirmation. Agreements, in particular verbal ancillary agreements and assurances expressed by our sales staff will become binding only following our confirmation in writing.

(2) If the order confirmation deviates from the order, the purchaser must object inwriting within one week of receipt, otherwise the contents of our confirmation of order apply.

(3) Documents such as drawings, illustrations, technical data, references to
standards and information contained in publicity material which are part of the offer
are not warranties of characteristic properties unless they are expressly indicated
by us in writing as such.
(4) We retain the right on drawings, figures, technical data, and any other
documents. Any circulation thereof to third parties have to be agreed upon by us in
written form.
(5) Deviations of the product / article supplied from offers, patterns and samples
and preliminary consignments are permissible in line with the DIN / EN standards in
force or other relevant technical standards.
(6) Our offers are only valid for the time period specified.
2. CONCLUSION OF CONTRACT
(1) The contract is concluded on written confirmation of order by HALA or on
delivery of the goods.
(2) Agreements, in particular verbal ancillary agreements and assurances
expressed by our sales staff will become binding only following our confirmation in
writing.
3. PRICES
(1) Prices are deemed to be fixed only on written confirmation of order by HALA
and with the reservation that the order details on which the order confirmation is
based remain unchanged. Unless agreed or stated otherwise, our prices are exworks
excluding packaging in EUROS plus the statutory VAT rate valid at the time
of delivery.
(2) Packaging, postal charges, insurance and other shipping costs are not included
and will be invoiced additionally. This includes return consignments.
(3) In case of considerable increase of costs, e.g. of raw material- or salary, we
reserve the right of price alignments or charging after conclusion of the contract.
(4) Within the framework of the statutory regulations, we will take back packaging
HALA Dichtungen und
Isolierteile GmbH & Co. KG
Blumenstr. 12
D-73779 Deizisau
HALA Contec GmbH & Co. KG
Alte Landstraße 23
D-85521 Ottobrunn
Fon +49 (0) 89-665 477 83
Fax +49 (0) 89-665 477 85
contec[at]hala-tec.de
www.hala-tec.de
PAGE 1 OF 5
supplied by us if it is returned by the purchaser carriage paid within an appropriate
period.
4. DELIVERY AMOUNTS, DELIVERY DATES
(1) For production reasons, excess deliveries or shortfalls of up to 10% of the
quantity contracted shall be permissible.
(2) HALA shall be entitled to make partial deliveries to an acceptable extent.
(3) The delivery dates stated by HALA refer to the dispatch date of the goods. They
are deemed to be observed if the goods leave the works on this date or the
purchaser is informed of readiness to deliver.
(4) The agreed delivery date applies always after clarification of all technical and
commercial details. In this respect, they are generally unconfirmed delivery dates.
They are only binding delivery dates if they have been confirmed in writing to the
purchaser as such.
(5) If any actions of the purchaser are required for the production of the goods or
for effecting delivery, the delivery periods begin with the complete execution of
these actions by the purchaser. Such actions are, for example, the provision of all
documents required for execution of the order, where applicable the provision of
faultless material in good time and free of charge according to agreed specifications
with an appropriate quantity surcharge for possible waste (but at least 5%) and
effecting of the agreed down-payments by the purchaser.
(6) If delivery dates are exceeded, the purchaser is to grant a reasonable extension
of not less than three weeks.
(7) The delivery periods will be appropriately extended in the case of measures
connected with force majeure, operational stoppages and similar unforeseen
circumstances which are outside the ‘s control, insofar as such obstacles can be
shown to have considerable effect on the manufacture or delivery of the products to
be supplied. This shall also apply if such circumstances arise with upstream
suppliers. In these cases, the purchaser in particular is not entitled to withdraw
from the contract and/or claim damages.
(8) If the delivery date including the reasonable extension is not observed, HALA is
only liable for the invoice value of the quantity of goods not delivered on time, to a
maximum of the amount of negative interest. If HALA is in arrears with delivery,
the purchaser shall be able to withdraw from the contract at the end of an
appropriate additional period granted to us, insofar as the goods have not been
despatched by the end of the period. Claims for damages resulting from delays and
non-fulfilment shall be in line with point 6 of these provisions, “Breaches of
obligations”.
(9) The risk shall pass to the purchaser on handing over of the goods to a shipping
agent or carrier although no later than on their leaving the warehouse or - in the
case of drop shipments - the supplier’s works, even in the case of consignments
delivered carriage free or franco domicile. The obligations and costs of unloading
shall be borne by the purchaser. HALA shall take out insurance only at the
purchaser’s instructions and expense.
(10) In the case of call-off orders, HALA shall be entitled to manufacture the entire
quantity ordered in one batch. Any changes required can no longer be taken into
account after the order has been placed, unless this has been expressly agreed.
The call-off dates and quantities can be complied with only to the extent of our
delivery and manufacturing capacities, unless firm agreements have been reached.
Should the goods not be called off in line with the contract, we shall be entitled to
invoice for them as having been delivered after an appropriate additional period has
passed.
HALA Dichtungen und
Isolierteile GmbH & Co. KG
Blumenstr. 12
D-73779 Deizisau
HALA Contec GmbH & Co. KG
Alte Landstraße 23
D-85521 Ottobrunn
Fon +49 (0) 89-665 477 83
Fax +49 (0) 89-665 477 85
contec[at]hala-tec.de
www.hala-tec.de
PAGE 2 OF 5
5. WARRANTY
(1) For newly produced parts the warranty period is 24 months from date of
delivery. For self-adhesive parts the warranty period is 12 months from date of
delivery. These warranty periods apply if no other agreements have been made.
(2) Unless marked or agreed upon in a written form explicitly, no warrenty can be
derived from any description of properties in print media, other docukents or given
as oral information.
(3) The purchaser is to check the goods for perfect condition immediately after
delivery. Obvious defects are to be reported to HALA in writing immediately, at the
latest 2 weeks after receipt of the g oods. If obvious defects are not reported, not
reported in time or not correctly reported, the warranty does not apply in this
respect. No defects and insufficiencies are among others usual deviations at
different production lots, slight aberrations at the delivery lot or the condition or
reasonable impairment of serviceability. All warrenties are among others excluded
in case of improper use, inappropriate application, improper handling or any
variation or change of the goods after delivery.
(4) Other defects are to be reported to HALA within one week of detection but at
the latest 6 months after receipt of the goods.
(5) HALA is entitled to repair or replace faulty goods at its own discretion. This
means that HALA decides whether faults are to be repaired or new deliveries are to
be made, under appropriate consideration of the interests of the purchaser.
(6) If the attempt to repair or replace goods fails, HALA is entitled to repeat the
attempt. In this case HALA decides again whether to replace or repair defective
goods.
(7) The purchaser is only entitled to withdraw from the contract and/or assert
claims for compensation if the attempt to repair or replace goods has failed a
second time. Claims for compensation are only valid in the case of gross negligence
or intent on the part of HALA. Compensation is always restricted to the negative
interest. Compensation for consequential damage is excluded in as far as it is not
the result of intent.
6. BREACHES OF OBLIGATION
(1) HALA is only liable for breaches of contractual and non-contractual obligations,
in particular for unfeasibility, delay, faults on conclusion of the contract and allowed
action - also for executives and other vicarious agents - in cases of intent and gross
negligence, restricted to the contractually typical damage foreseeable on conclusion
of the contract. Direct claims against these persons are excluded in all cases.
(2) This exclusion does not apply in cases of culpable breaches of important
contractual obligations in as far as the achievement of the contractual purpose is
jeopardised, in the absence of assured attributes and in cases of binding liability
according to product liability law. Regulations concerning burden of proof are not
affected.
(3) HALA is not generally liable for breaches of obligation which result from work
performed according to the drawings, documents or samples checked by the
purchaser and released by him as production documents. HALA is not responsible
for the design and correctness of the reproduced documents.
(4) However, HALA is obliged to inform the purchaser without delay of the
infeasibility of the technical implementation of the documents in as far as this can
be ascertained.
(5) In particular, liability for the infringement of industrial property rights in the
performance of work according to the purchaser’s specifications is excluded. There
is no duty of inspection on the part of HALA with regard to industrial property rights
HALA Dichtungen und
Isolierteile GmbH & Co. KG
Blumenstr. 12
D-73779 Deizisau
HALA Contec GmbH & Co. KG
Alte Landstraße 23
D-85521 Ottobrunn
Fon +49 (0) 89-665 477 83
Fax +49 (0) 89-665 477 85
contec[at]hala-tec.de
www.hala-tec.de
PAGE 3 OF 5
of third parties.
7. PAYMENT CONDITIONS
(1) Unless otherwise agreed, our invoices are payable within 14 days with a
discount of 2%, within 30 days net, from the date of invoice in each case. Invoices
for net amounts of less than EUR 50.00 and those for installation work, wage
labour, repairs, moulds and shares of the cost of tools are due immediately and are
payable net in each case. Payment must be effected within the above-mentioned
periods in such a way that the amount required for settlement of the invoice is
available to us no later than the due date.
(2) Counterclaims which are contested by us or have not been recognised by legal
force do not give the purchaser the right to withhold or offset the amount due.
(3) If the term of payment is exceeded, and following a reminder at the latest,
HALA is entitled to charge interest at a rate of 10%. We reserve the right to assert
further claims for damage caused by further delay.
(4) Bills of exchange are not accepted. Cheques are only accepted for the sake of
performance and with the reservation that the amount is credited.
General Conditions of Sale – 02th of April 2007
(5) If the purchaser is in arrears with payment, HALA is entitled to refuse further
fulfilment of the contract.
(6) If claims for payment are considerably jeopardised, HALA is entitled to withdraw
from the contract and assert claims for compensation.
(7) If the purchaser refuses to make pre-payments or provide securities, HALA is
entitled to withdraw from the contract and assert claims for compensation.
(8) Irrespective of a contrary stipulation of the purchaser, payments received
redeem first costs, then interest and last the principal claim. In the case of more
than one claim, the oldest is redeemed first.
8. RESERVATION OF TITLE
(1) All goods supplied remain the property of HALA (conditional commodity) until all
claims resulting from the business connection have been fulfilled, irrespective of the
legal reason, including claims arising in the future or contingent claims.
(2) In the event of processing, combining and mixing of the conditional commodity
with other products by the purchaser, HALA shall be entitled to (co-)ownership in
the resulting product to the value of the state of the conditional commodity before
processing, combining or mixing.
(3) The purchaser shall be entitled to sell the conditional commodity only within the
normal course of business subject to his standard business terms and for as long as
it is not in arrears. If the purchaser resells the conditional commodity, he shall
cede the claim vis-à-vis the acquiror to HALA at the time of resale. They serve as
sureties to the same extent as the conditional commodity. The purchaser is to
oblige the acquiror to make payment directly to the customer with regard to the
obligation of payment resulting from the resale. Exceptions to this must be
previously agreed in writing between HALA and the purchaser.
(4) All other dispositions regarding the conditional commodity are not permitted, in
particular assignments by way of security or mortgage
(5) If foreclosure is made on the assets of the purchaser and this involves the
conditional commodity, HALA is to be informed immediately in writing, including all
required data (enforcement office, file number), if applicable including enforcement
reports.
(6) Articles supplied by HALA to the purchaser which are not part of the scope of
performance as such (e.g. drafts, design drawings, tools etc.) remain the property
of HALA.
HALA Dichtungen und
Isolierteile GmbH & Co. KG
Blumenstr. 12
D-73779 Deizisau
HALA Contec GmbH & Co. KG
Alte Landstraße 23
D-85521 Ottobrunn
Fon +49 (0) 89-665 477 83
Fax +49 (0) 89-665 477 85
contec[at]hala-tec.de
www.hala-tec.de
PAGE 4 OF 5
9. COPYRIGHTS
(1) We retain the right of ownership and copyright in respect of cost estimates,
drafts, drawings and other documents; they may be made accessible to third
parties only with our consent. Drawings and other documents relating to offers
must be returned on request.
(2) The parties agree to close binding non-disclosure agreements with any third
party and with their employees for fulfilment.
(3) Insofar as we have supplied articles based on drawings, models, samples or
other documents handed over by the purchaser, the purchaser assumes liability to
ensure that the protected rights of third parties are not infringed. Should third
parties forbid us - on the basis of protected rights - in particular to produce and
deliver such articles we shall be entitled - without being obliged to examine the
legal situation - to stop all further activities in this respect and to ask for damages if
the purchaser is at fault. In addition, the purchaser undertakes to indemnify us
immediately in respect of third party claims connected therewith.
10. TRIAL COMPONENTS, MOULDS, TOOLS AND OTHER PRODUCTION EQUIPMENT
(1) The manufacture of trial components will be borne by the purchaser.
(2) For forms, tools and other devices required for manufacture, the purchaser will
only be invoiced for a part of the total costs unless otherwise agreed. The right of
ownership remains with HALA. If the purchaser insists on sole ownership, the part
already invoiced will be invoiced again.
(3) If moulds, tools and other devices required for manufacture become useless
before the agreed output quantity has been reached, the costs incurred for the
replacement will be borne by the purchaser.
(4) In respect of moulds, tools and other manufacturing devices made available by
the purchaser, our liability will be restricted to the care given to HALA’s property.
The costs of maintenance and servicing will be borne by the purchaser.
(5) Our obligation to keep the articles concerned - irrespective of the purchaser’s
ownership rights - will terminate no later than 2 years from the last date of
manufacture using the mould or other tools.
11. ADDITIONAL CONDITIONS FOR WAGE LABOUR
(1) Parts are delivered free of costs for HALA.
(2) Packaging is invoiced at cost where applicable but not taken back.
(3) If execution of work is delayed through no fault of HALA, the prices can be
adjusted in accordance with the change in costs in the period of the delay.
12. PLACE OF PERFORMANCE, JURISDICTION AND LAW APPLICABLE
(1) German law will be applied only. The application of the UN-Law on Sales is
excluded hereby.
(2) The place of performance is the relevant registered seat of the branch of HALA
of the HALA group of companies.
13. FINAL PROVISIONS
(1) If any provision of this contract should be invalid, all other provisions of this
agreement shall continue in effect. The invalid provision is to be replaced by a valid
one which most closely corresponds to the economic purpose of the provision which
it replaces.
(2) All declarations which affect the validity of the contractual relationship must be
made in writing. An alteration of the requirement for the written form must in turn
be made in writing.