Terms and Conditions of N&H Technology GmbH

Terms & Conditions

– Status: November 2022 –

General terms and conditions for download

1. Scope
The following conditions apply exclusively to the business relationship between N&H Technology GmbH, Gießerallee 21, 47877 Willich, Germany (hereinafter we or seller) and customers who act in the course of their commercial or independent professional activity or who belong to the public sector. If our terms and conditions are introduced into the business with the customer, they also apply to all further business relationships between the customer and us, unless otherwise agreed in writing. The customer's conditions only apply if and to the extent that we expressly acknowledge them in writing. In particular, our silence on such deviating conditions does not count as acknowledgment or approval, not even for future contracts. Our conditions apply instead of any purchasing conditions of the customer even if according to these the acceptance of the order is intended as unconditional acceptance of the purchasing conditions. By accepting our order confirmation, the customer expressly acknowledges that he waives his legal objection derived from the purchasing conditions.

2. Information, advice and properties of the goods
Information and advice regarding our products are provided exclusively on the basis of our previous experience. The values ​​given here are to be regarded as average values. All information about our products in advertising, catalogs and on the website as well as the included illustrations, drawings, dimensions and performance information are subject to change and non-binding.

3. Samples, models and samples
The properties of the manufactured test specimens or models or samples only become part of the contract if this has been expressly agreed in writing. The customer is not entitled to use or pass on samples, models or samples unless this is absolutely necessary for the execution of the contract.

4. Conclusion of contract; Scope of delivery; acceptance
4.1 Our offers are non-binding. They are requests for orders. A contract is only concluded – even in ongoing business transactions – when we confirm the customer's order in writing. Our order confirmation is decisive for the content of the purchase contract. In the case of immediate delivery, our confirmation can be replaced by our invoice.
4.2 All agreements, ancillary agreements, assurances and changes to the contract must be in writing. The written form is also observed by fax and e-mail.
4.3 In the case of call orders or customer-related delays in acceptance, we are entitled to procure the material for the entire order and to produce the entire order quantity immediately. Any change requests by the customer can therefore no longer be taken into account after the order has been placed, unless this has been expressly agreed.
4.4 The customer must inform us in writing of any special requirements for our goods in good time before the conclusion of the contract.
4.5 We are entitled to deliver up to 5% more or less than the order volume in terms of quantity or weight.

5. Delivery; Delivery time; delay in delivery
5.1 Binding delivery dates and periods must be expressly agreed in writing as "binding". In the case of non-binding or approximate (approx., approximately, etc.) delivery dates and periods, we endeavor to comply with them to the best of our ability.
5.2 Delivery periods begin when the customer receives our order confirmation, but not before all details of the execution of the order have been clarified and all other requirements to be met by the customer have been met; The same applies to delivery dates. If the customer has requested changes after the order has been placed, a new delivery period begins when we confirm the changes or, if there is no express confirmation, when the changes are agreed.
5.3 Deliveries before the delivery time has expired are permitted. The delivery day is the day of notification of readiness for dispatch, otherwise the day of dispatch of the goods. We are entitled to partial deliveries. In the absence of any other written agreement, interest in our service only lapses if we do not deliver essential parts or deliver them with delay.
5.4 If shipment or delivery is delayed by more than one month after notification of readiness for shipment at the customer's request, the customer can be charged storage fees of 0,5% of the net price of the items to be delivered for each month or part thereof, but no more than a total of 5% of the The net price of the items to be supplied. The contracting parties are free to provide evidence of higher or lower storage costs.

6. Reservation of self-supply; force majeure and other disabilities
6.1 If we are unable to meet binding delivery times for reasons for which we are not responsible (non-availability of the service), we will inform the buyer of this immediately. Non-availability of the service occurs, for example, if our supplier does not deliver in time, if we have concluded a congruent hedging transaction or in the event of other disruptions in the supply chain, for example due to force majeure. In the event of unavailability, we are entitled to postpone the delivery for the duration of the hindrance, or to withdraw from the contract in whole or in part because of the part that has not yet been fulfilled, insofar as we have fulfilled our above information obligation and have not expressly assumed the procurement risk. Force majeure is equivalent to strikes, lockouts, official interventions, shortages of energy and raw materials, transport bottlenecks through no fault of our own, operational hindrances through no fault of ours, e.g. through fire, water and machine damage and all other hindrances which, from an objective point of view, were not culpably caused by us.
6.2 If a delivery date or a delivery period has been agreed as binding and if the agreed delivery date or the agreed delivery period is exceeded due to events according to 6.1, the customer is entitled, after a reasonable grace period has expired without result, to withdraw from the contract because of the part that has not yet been fulfilled.
6.3. At the end of the grace period, the customer must immediately indicate in writing whether he is exercising his right of withdrawal. If he fails to do so, withdrawal is excluded.

7. Shipping and Passing of Risk
7.1 Unless otherwise agreed in writing, we shall ship the goods uninsured at the risk and expense of the customer. We reserve the right to choose the transport route and the means of transport.
7.2 The risk of accidental loss or accidental deterioration passes when the goods to be delivered are handed over to the customer, the forwarding agent, the freight carrier, or other companies responsible for carrying out the shipment, but no later than when they leave our works, warehouse, air or seaport or branch to the customer.
7.3 If the shipment is delayed because we exercise our right of retention as a result of the customer being in default of payment in whole or in part or for another reason for which the customer is responsible, or because the customer is in default of acceptance, the risk passes at the latest from the date of notification of readiness for shipment to the customer.

8. Complaints; warranty; breach of duty
8.1 Section 377 HGB also applies in the event that the buyer is an entrepreneur but not a merchant.
8.2 In the event of notification of defects, payments by the customer may only be withheld to the extent that is in reasonable proportion to the material defects that have occurred. If the notice of defects is unjustified, we are entitled to demand compensation from the customer for the expenses we have incurred as a result.

9. Prices; terms of payment; objection of insecurity
9.1 Unless otherwise agreed, all prices are in EURO excluding packaging, freight and any surcharge for small quantities ex works (warehouse, air or sea port or branch) plus VAT to be paid by the customer at the statutory rate.
9.2 Services that are not part of the agreed scope of delivery will be carried out on the basis of our currently valid general price lists unless otherwise agreed.
9.3 In the event of a serious, extraordinary increase in material procurement costs, wage and ancillary wage costs as well as energy costs and costs due to environmental regulations, we are entitled to unilaterally increase the remuneration appropriately (§ 315 BGB) if there are more than two months between the conclusion of the contract and delivery.
9.4 Unless otherwise agreed, our invoices are payable immediately without deductions, regardless of receipt of the goods. However, we are also entitled to demand payment concurrently with the delivery of goods. If a cash discount has been agreed, this is calculated from the net amount and is only permissible if all due liabilities from the customer's business relationship with us have been met.
9.5. The customer is in default of payment 10 days after the payment is due, even without a reminder.
9.6 If the terms of payment are not complied with, or if circumstances are known or recognizable which, according to our best commercial judgement, give rise to reasonable doubts about the creditworthiness of the customer, including facts that were already available at the time the contract was concluded but were not known or should not have been known to us, we are entitled in these cases, notwithstanding further legal rights, to stop further work on current orders or to stop deliveries and to demand advance payments or the provision of appropriate securities for outstanding deliveries and after unsuccessful expiry of a reasonable grace period for the provision of such securities - without prejudice to further statutory rights Rights – to withdraw from the contract. The customer is obliged to compensate us for all damage caused by the non-execution of the contract.
9.7 If payments are deferred and made later than agreed, interest of 8% above the base interest rate applicable at the time the deferral agreement was concluded shall be owed for the deferral period, without a notice of default being required.
9.8 The customer has a right of retention or set-off only with regard to counterclaims that are not disputed or have been legally established, unless the counterclaim is based on a breach of essential contractual obligations on our part. A right of retention can only be exercised by the customer if his counterclaim is based on the same contractual relationship.

10. Retention of Title
10.1 We reserve ownership of all systems and goods delivered by us (hereinafter referred to collectively as “reserved goods”) until all of our claims from the business relationship with customers, including future claims from contracts concluded at a later date, have been settled. This also applies to a balance in our favor if individual or all of our claims are included in a current account (current account) and the balance is drawn.
10.2 The customer must insure the reserved goods adequately, in particular against fire and theft. Claims against the insurance from a case of damage affecting the reserved goods are hereby assigned to us in the amount of the value of the reserved goods.
10.3 The customer is entitled to resell the delivered goods in the ordinary course of business. Other dispositions, in particular pledging or granting security property, are not permitted. If the goods subject to retention of title are not paid for immediately by the third-party purchaser when they are resold, the customer is obliged to only resell them subject to retention of title. The authorization to resell the goods subject to retention of title lapses without further notice if the customer stops paying or defaults on payment to us.
10.4 The customer hereby assigns to us all claims, including securities and ancillary rights, that accrue to him from or in connection with the resale of reserved goods against the end user or against third parties. He may not make any agreements with his customers that exclude or impair our rights in any way, or nullify the advance assignment of the claim. In the case of the sale of reserved goods with other items, the claim against the third-party buyer in the amount of the delivery price agreed between us and the customer is deemed to have been assigned, unless the amounts attributable to the individual goods can be determined from the invoice.
10.5 The customer remains entitled to collect the claim assigned to us until we revoke this, which is permissible at any time. At our request, he is obliged to provide us with the information and documents required to collect assigned claims and, if we do not do this ourselves, to inform his customers immediately of the assignment to us.
10.6 If the customer includes claims from the resale of goods subject to retention of title in a current account relationship with his customers, he hereby assigns a recognized final balance in his favor to us in the amount that exceeds the total amount of the claim entered in the current account relationship corresponds to the resale of our reserved goods.
10.7 If the customer has already assigned claims from the resale of the goods delivered or to be delivered by us to third parties, in particular due to genuine or false factoring, or other agreements that could affect our current or future security rights in accordance with Section 10, he has notify us of this immediately. In the case of fake factoring, we are entitled to withdraw from the contract and to demand the return of goods that have already been delivered; The same applies in the case of real factoring if the customer cannot freely dispose of the purchase price of the claim after the contract with the factor.
10.8 In the event of breach of contract, in particular default in payment, we are entitled to take back all reserved goods without having to withdraw from the contract beforehand; in this case, the customer is obliged to return the goods without further ado, unless he is guilty of an insignificant breach of duty. In order to determine the stock of the goods delivered by us, we may enter the customer's business premises at any time during normal business hours. Taking back the reserved goods is only a withdrawal from the contract if we expressly declare this in writing or if mandatory statutory provisions provide for this. The customer must inform us immediately in writing of any access by third parties to goods subject to retention of title or claims assigned to us.
10.9 If the value of the securities existing for us according to the above provisions exceeds the secured claims by a total of more than 10%, we are obliged to release securities of our choice at the customer's request.
10.10 Handling and processing of the goods subject to retention of title is carried out for us as the manufacturer within the meaning of Section 950 of the German Civil Code, but without obligating us. If the reserved goods are processed or inseparably connected with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the invoice value of our goods to the invoice values ​​of the other processed or connected items. If our goods are combined with other movable objects to form a single thing, which is
The main thing is to look at, the customer hereby transfers the co-ownership to us in the same ratio. The customer keeps the ownership or co-ownership for us free of charge. The resulting co-ownership rights are considered reserved goods. At our request, the customer is obliged at any time to provide us with the information necessary to pursue our ownership or co-ownership rights.

11. Exclusion and Limitation of Liability
With regard to all claims for damages or reimbursement of wasted expenses, regardless of the legal reason, the seller is not liable for simple negligence, provided that the seller has not violated any essential contractual obligation and there is no injury to life, limb or health. In the event of a breach of an essential contractual obligation due to simple negligence, the seller's liability is limited to the amount of the contract-typical damage that was foreseeable at the time the contract was concluded, provided that life, body or health were not impaired. Liability under the Product Liability Act or other implementations of Directive 85/374/EEC or from the assumption of a guarantee remains unaffected. The personal liability of the seller's legal representatives and employees is also limited to the aforementioned extent.

12. limitation
Deviating from § 438 Section 1 No. 3 BGB, the limitation period for claims arising from material and legal defects is one year from receipt of the goods by the buyer. The above limitation period of sales law also applies to contractual and non-contractual claims for damages by the buyer based on a defect in the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases. Claims for damages by the buyer due to intentional or grossly negligent actions by the seller, in the event of injury to life, body or health or under the Product Liability Act or other implementations of Directive 85/374/EEC are excluded from the shortening of the limitation period.

13. Jurisdiction; applicable law
13.1 For all legal disputes in connection with the contract concluded between the parties or its validity, the courts responsible for the seller's registered office shall have exclusive jurisdiction if the customer has his place of residence or registered office in Germany and is a merchant, a legal entity of the under public law or a special fund under public law. The aforementioned exclusive jurisdiction also applies if the customer is an entrepreneur and has its registered office or place of residence in the European Union outside of Germany or in Iceland, Norway, Switzerland or Lichtenstein.
13.2 If the customer is an entrepreneur with his registered office or place of residence outside the European Economic Area and Switzerland, all disputes arising from or in connection with this contract or its validity will be settled in accordance with the arbitration rules of the German Institution for Arbitration eV (DIS). Exclusion of the ordinary legal process finally decided. The arbitral tribunal consists of three arbitrators. The place of arbitration is Düsseldorf. The language of the proceedings is English.
13.3 The law of the Federal Republic of Germany, excluding the UN Sales Convention (CISG), applies exclusively to these GTC and the sales contracts based on them.

14. Opening of insolvency or composition proceedings; payment suspension
An application for the opening of insolvency or composition proceedings by the customer or the customer's suspension of payments not based on rights of retention or other rights entitle us to withdraw from the contract at any time or to make the delivery of the purchased item dependent on the prior fulfillment of the payment obligation. If the delivery of the purchased item has already taken place, the purchase price is due immediately in the aforementioned cases. We are also entitled to reclaim the purchased item in the aforementioned cases and to hold it back until the purchase price has been paid in full.

15. Severance clause
Should a provision of these General Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions.

– Status: November 2022 –