General Terms and Conditions of Trade of HANS PRIES GMBH & CO. KG
As of June 25th, 2020
(1) All offers are subject to the following delivery terms on the part of Hans Pries GmbH & Co. KG (“the Seller”). These Terms and Conditions are the basis for all offers and agreements and are considered as accepted through the placement of an order or the acceptance of delivery for the duration of the entire business relationship. Any terms to the contrary, which have not been expressly recognised in writing shall be non-binding on the Seller, even if they have not been expressly gainsaid.
(2) Buyer, Consumer, Entrepreneur
The following terminology applies to these Terms and Conditions: a “Consumer”, according to §13 of the German Civil Code [BGB], refers to any natural person who concludes a legal transaction which can be ascribed neither to his business nor to his self-employed activity.
According to §14 of the German Civil Code [BGB] an “Entrepreneur” is a natural or legal person (entity) or a partnership with legal capacity, who, when concluding a legal transaction, acts in the exercise of his/her commercial or self-employed occupation.
For the purpose of the present terms and conditions, “the Buyer” shall refer to any Consumer or Entrepreneur who concludes a purchase agreement with Hans Pries GmbH und Co. KG.
§2 Prices and Terms of Payment
(1) Unless stated otherwise on the order confirmation, all prices are to be understood ex-works and do not include transport costs; these charges will be invoiced separately.
(2) Prices do not include sales tax; the current legal rate of sales tax will be shown separately on the invoice on the day of issue.
(3) The purchase price and any prices for other services or performances shall be due when the purchased item is handed over and the invoice is either handed over or sent. This is valid as well for between Seller and Buyer agreed payment in advance.
(4) Any cash discount can only be deducted following a separate written agreement.
(5) The Buyer may only set off any amounts against the Seller’s claims if the Buyer´s counter-claim is not contested or if a legally enforceable title has been awarded by a court; he/she may only claim right of retention (lien) if this resides in his/her claims from the actual purchase contract.
(6) In the case of orders from a new company the Seller reserves the right to demand payment in advance.
(7) If, following the conclusion of a contract, the Seller becomes aware of circumstances which cast the creditworthiness of the Buyer into doubt, the Seller shall be entitled to demand payment in advance or the placing of a security payment. The same applies if the Buyer defaults in respect of any of his/her obligations towards the Seller.
If the Parties have agreed to direct debit payments or direct debit authorisation, then the Buyer hereby waives any rights he/she may have to cancel any outgoing payments, in respect of the Buyer’s banks and of the Seller, and for the duration of the business transaction and the validity of the direct debit agreement,. The Buyer shall inform his/her banks of said waiver and shall disclose this to the Seller on demand.
(8) If the Buyer defaults on any obligations to pay, then all payment deadlines shall become void in respect of all items of business concluded between the Buyer and Seller.
(9) All offers and prices apply exclusively to Buyers, who are not Consumers.
(1) Delivery dates and deadlines can be agreed as binding or non-binding, but must be agreed in
writing. Delivery deadlines shall be effective as soon as the contract has been made.
(2) If the Seller fails to deliver on time, or is unable to deliver for whatever reason, the Buyer shall
not be entitled to claim damages of any kind unless the Seller him/herself caused the delay or non-fulfilment in a grossly culpable way (i.e. by gross negligence).
(3) Any claims for damages notified to the Seller by the Buyer in printed or written manner on a Buyers form are only valid if such claims have been explicitly confirmed in writing by the Seller.
(4) Force majeure or other events which temporarily prevent the Seller, without his or her being at fault, from delivering the purchased item on the agreed date or before the agreed deadline shall entitle the Seller to prolong the delivery or service period by the length of the delay, plus a reasonable start-up time. If the stoppage or fault results in a delay in performance of more than four months, the Buyer can withdraw from the contract. In the case of such a withdrawal, other rights shall remain unaffected.
(5) The Buyer is obliged to accept the purchased item. If the Buyer defaults on acceptance, the Seller is entitled to demand compensation for the damage incurred.
(6) Any changes in design or shape, any deviations in colour or shade, and any amendments to the scope of supply on the part of the manufacturer shall be allowed during the period allotted for delivery, providing that it is reasonable to expect the Buyer to accept these changes or deviations, taking into consideration the interests of the Seller. If the Seller or Manufacturer uses lettering or numbers to describe the order or the purchased item, then no rights with regard to the ascertainment descriptions of the purchased item or the scope of supply can be derived from this fact alone.
(7) In the case of call-off contracts the Seller is entitled to procure the materials for the complete order. Therefore, any requests for changes submitted by the Buyer after such a contract has been awarded cannot be acceded to, unless the Parties have reached an explicit agreement to the contrary.
§4 Transfer of Risk
(1) The risk of accidental destruction or accidental deterioration of the item shall transfer to the Buyer on handover.
(2) If the Buyer is not a Consumer, then this risk shall transfer to the Buyer when the item is dispatched, when the item has been handed over to the person carrying out the transport or when the goods have left the Seller’s warehouse for purposes of dispatch.
§5 Liability for Material Defects
(1) According to § 434 (1) Sentence 2 No. 1 German Civil Code [BGB], the contractually required use of spare parts is restricted to their assembly into those vehicles described in our catalogues with the specific vehicle data shown. If the spare parts are fitted into any other vehicles, any tuned-up vehicles or any non-assembly-line vehicles, or used for any other purpose, then all liability for material defects shall be excluded.
(2) If the Buyer is not a Consumer, then the statutory limitation period for material defects in newly manufactured items shall be one year. Otherwise, the legal statutory limitation period of two years shall apply. In the case of used items, the limitation period shall be one year, if the Buyer is a Consumer. If the Buyer is not a Consumer, then the purchase of used items shall be excluded from any liability for defects.
(3) The above reduction in the limitation period and the exclusion of liability for defects in the case of the sale of a used item shall not apply to any liability for any damage caused by gross negligence, by a deliberate act or for damage which causes loss of life, physical injury, or damage to health, and which is caused by any dereliction of duty on the part of Seller. Any dereliction of duty on the part of the Seller’s authorised representative or vicarious agent shall represent a dereliction of duty on the part of the Seller.