General Terms and Conditions

hpf - high pressure fans GmbH
Maybachstr. 3
71735 Eberdingen
Germany

1. General, Customers, Language

(1) All offers, purchase contracts, deliveries and services based on orders of our customers are subject to these General Terms and Conditions.

(2) The present terms and conditions apply only if the customer is an entrepreneur, a legal entity under public law or a public special fund; separate terms and conditions apply to consumers. For the purposes of these General Terms and Conditions, an “entrepreneur” is a natural or legal person or legal partnership which, upon conclusion of the contract, acts in the exercise of its commercial or independent professional activity (§ 14 para. 1 BGB).

(3) Standard business conditions of the customer do not apply, regardless of whether or not we expressly object to them in a particular case.

(4) Individual agreements with the customer (including ancillary agreements, additions and modifications) made on a case-by-case basis take precedence over these General Terms and Conditions. For the content of such agreements, subject to the contrary evidence, a written contract or our written confirmation shall prevail.

(5) Our contracts with the customer shall be made exclusively in the German or English language, in each case depending on whether the customer makes the relevant purchase in English language or in German language. Therefore, if the order is made in German, exclusively the German version of these General Terms and Conditions shall be relevant. If the order is made in English, exclusively the English version of these General Terms and Conditions shall be relevant.

2. Offers / Conclusion of Contract

(1) If our offer does not expressly state otherwise, we shall remain bound to our offers and cost estimates for 1 month after dispatch. The customer is entitled to accept the offer within this period. Decisive for the observance of the period, is the time in which we receive the acceptance of the customer.

(2) The ordering of the goods/commissioning of services by the customer shall be considered as a binding acceptance of the offer.

(3) The customer receives an order confirmation by e-mail as a PDF file. The text of the contract is saved while maintaining all data protection contingencies.

3. Prices and Payment

(1) Our prices are understood to be exclusive of the statutory value-added tax.

(2) Our prices are ex works plus any shipping costs. Customs duties and similar charges have to be borne by the customer. All applicable fees of the payment process are to be borne by the customer.

(3) Unless otherwise expressly agreed, we deliver against invoice. However, we are entitled at any time, even in the context of an ongoing business relationship, to carry out a delivery in whole or in part with an advanced payment. We declare a corresponding reservation at the latest with the order confirmation.

(4) Unless otherwise agreed, our invoices shall be due for payment within 14 days of receipt of the invoice and goods by the customer.

(5) The customer shall have no right of set-off or retention, except to the extent that the counterclaim has not been disputed by us or been determined by a final and binding decision. In the case of defects, however, the counterclaims of the customer remain unaffected.

(6) When the order is concluded, it becomes apparent (for example, by applying for the opening of insolvency proceedings) that our right to receive the agreed remuneration is compromised by a lack of efficiency on the part of the customer, In accordance with the statutory regulations, we are entitled to withhold service and, if necessary, to withdraw from the contract (§ 321 BGB).

(7) The customer shall be in default upon the expiry of the above payment period (Section 4). The purchase price shall be remunerated during the delay at the applicable statutory interest rate. We reserve the right to claim further damage caused by delay.  In respect of merchants, our claim on the commercial maturity interest (§ 353 HGB) remains unaffected.

4. Delivery times

(1) Deadlines and dates specified by us for the shipment of the goods are always approximate and may therefore be exceeded by up to two calendar weeks. This does not apply if a fixed shipping date has been agreed.

(2) All delivery times specified by us at the order or otherwise agreed, begin with the release of the product specifications by the customer and:

(a) if delivery is agreed upon payment in advance, on the day of receipt of the full purchase price (including sales tax and shipping costs) and or (b) if payment is agreed on account, on the day the purchase contract is concluded or (c) if a down payment has been agreed, on the day of receipt of the deposit.

(3) If we cannot comply with binding delivery deadlines for reasons for which we are not responsible (unavailability of the service), we will inform the customer without delay and at the same time notify the expected new delivery deadline. If the customer is a consumer, he can also set us a reasonable deadline for delivery. If the service is not available within the new delivery period, we are entitled to withdraw from the contract in whole or in part; We will reimburse immediately any renumeration already provided by the customer. As a case of non-availability of the service in this sense, in particular the non-timely self-delivery by our supplier, if we have concluded a congruent hedging transaction, neither we nor our suppliers are at fault or we are not obliged to procure in individual cases.

(4) The occurrence of our default of delivery is governed by the statutory provisions. In any case, a written reminder (fax or e-mail sufficient) by the customer is required. If we fall into delay of delivery, then the customer can demand flat-rate replacement of its delay damage. The lump sum for each completed calendar week of default amounts to 0.5% of the net price (delivery value), but in total not more than 5% of the delivery value of the delayed delivered goods. We reserve the proof that the customer has incurred no damage or only a much lower damage than the above flat rate.

(5) We are only liable for the timely and correct delivery of the goods to the transport company and are not responsible for delays caused by the transport company. A shipping period indicated by us is therefore not binding. However, if assembly works are part of the order, we shall, by way of exception, be liable for the timely completion of this work and delivery to the customer at the contractually agreed upon date. However, this requires that the technical, legal and human resources conditions are provided by the customer (for example: electrical connections and a on site local contact person for the customer)

(6) The rights of the customer acc. § 7 of these General Terms and Conditions and our statutory rights, in particular in the case of an exclusion of the obligation to perform (for example due to impossibility or unreasonableness of the service and / or subsequent performance), remain unaffected.

(7) If the customer is in default of acceptance, fails to cooperate or is delayed for other reasons for which the customer is responsible, we shall be entitled to claim compensation for the resulting damage, including additional costs (e.g., storage costs). For this purpose, we calculate a flat-rate compensation of EUR 25 per calendar day, starting with the delivery date or in the absence of a delivery deadline, notification of readiness for shipment of the goods.

The proof of higher damage and our legal claims (in particular compensation for additional expenses, reasonable compensation) remain unaffected, but the lump sum is to be taken into account for further money claims. The customer is allowed to prove that we have suffered no or only a significantly lower damage than the above flat rate.

5. Retention of Title and Resale

(1) We retain legal title to any product supplied by us until the purchase price (including VAT and shipping costs) for such product has been fully paid. Decisive is the receipt of payment in our account.

(2) The customer is not entitled, without our prior written consent, to resell the goods delivered by us and still under retention of title.

(3) We reserve the ownership of the goods sold until full payment of all our current and future claims under the purchase agreement and ongoing business relationship (secured claims).

(a) The goods subject to retention of title may not be pledged to third parties or transferred as collateral prior to full payment of the secured claims. The customer must notify us immediately in writing if an application for the opening of insolvency proceedings is made or if third party access (for example seizure) takes place on the goods belonging to us.

(b) In case of breach of contract by the customer, in particular in case of non-payment of the due purchase price, we are entitled to withdraw from the contract according to the statutory provisions and to demand the goods on the basis of the retention of title. If the customer does not pay the due purchase price, we may only assert these rights if we have unsuccessfully set a reasonable deadline for payment to the customer or if such a deadline is dispensable according to the statutory provisions

(c) The customer is entitled until further notice in accordance with (iv) below to resell and / or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions additionally apply.

(i) The retention of title extends to the full value of the products resulting from the processing, mixing or combining of our goods, whereby we shall be deemed to be the manufacturer. If the property rights remain with processing, mixing or combination with goods of third parties, we acquire co-ownership in proportion of the invoice values ​​of the processed, mixed or connected goods. In addition, the same applies to the resulting product as to the goods delivered under reservation of title.

(ii) The customer hereby assigns to us the claims arising from the resale of the goods or the product against third parties as a whole or in the amount of our possible co-ownership share in accordance with (i) above for security purposes. We accept the assignment. The provisions of para. 3 (b) obligations of the customer also apply with regard to the assigned claims.

(iii) The customer remains authorised to collect the claim in addition to us. We undertake not to collect the claim as long as the customer meets his payment obligations to us, there is no defect of his capacity and we do not violate the reservation of title by exercising a right according to Art. Paragraph 3 (b) claim. If this is the case, we can demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the related documents and notifies the debtors (third parties) of the assignment. In addition, in this case, we are entitled to revoke the customer’s authority to resell and process the goods subject to retention of title.

(iv) If the realisable value of the securities exceeds our claims by more than 10%, we will, at the request of the customer, release securities of our choice

6. Acceptance 

(1) If we request a formal acceptance after completion of our services or if this is contractually agreed upon, the customer must carry out the formal acceptance immediately upon our request, at the latest within seven calendar days from receipt of our request.

(2) Acceptance is the same if the customer does not accept our service within a reasonable period of time, although he is obliged to do so.

(3) The customer must create the conditions necessary for the execution of an acceptance. With the exception of our personnel costs, the customer must bear the entire costs associated with the acceptance.

7. Warranty

(1) The warranty is calculated according to the legal regulations.

For claims of the customer for damages also apply the special provisions § 8 of these General Terms and Conditions.

Any information and technical data such as measurements, weights, calculations, drawings and sketches shall, unless otherwise expressly agreed, be considered as approximate and non-binding.

(2) Unless otherwise agreed, the warranty period is two years from delivery

(3) The customer must inspect the goods carefully after receiving them. The delivered goods are deemed to have been approved by the customer if a defect does not appear to us (i) in the case of obvious defects within five working days of delivery or (ii) otherwise within five working days after discovery of the defect.

(4) We are entitled to make the owed supplementary performance dependent on the fact that the customer pays the due purchase price. However, the customer is entitled to retain a part of the purchase price that is appropriate in relation to the defect.

(5) We shall bear the expenses necessary for the purpose of checking and fulfilling the obligations, in particular transport, travel, labour and material costs and, where applicable, reimburse extension and installation costs in accordance with the statutory provisions if a defect is actually present. Otherwise, we may demand from the customer the costs incurred as a result of the unjustified remedy for defects (in particular inspection and transport costs), unless the defect was not apparent to the customer. Resulting costs, due to the change of the place of fulfilment will not be accepted.

8. Liability

(1) Customer claims for compensation are excluded. This does not apply to claims for damages of the customer resulting from injury to life, limb, health or material contractual obligations (cardinal obligations) as well as liability for other damages based on intentional or grossly negligent breach of duty by the provider, its legal representatives or vicarious agents. Significant contractual obligations are those whose fulfilment is necessary to achieve the objective of the contract

(2) In the event of a breach of essential contractual obligations that was caused by simple negligence the provider is only liable for the contractually typical, foreseeable damage, unless it concerns claims for damages of the customer resulting from injury to life, limb or health.

(3) The limitations of paragraphs 1 and 2 shall also apply in favour of the legal representatives and vicarious agents of the provider, if claims are asserted directly against them.

(4) The provisions of this Section 8 shall not apply with respect to our liability for guaranteed product specifications (within the meaning of Sec. 444 of the German Civil Code), personal injury or under the German Product Liability Act.

(5) Insofar as we provide technical information or advise and this information or advice does not belong to the contractually agreed scope of services owed by us, this is done free of charge and to the exclusion of any liability. 

9. Data Protection

The provider complies with the applicable data protection regulations and the rights to which the customer is entitled (right to information, right to rectification or deletion, right to restriction of processing, right to object to processing, right to data portability).

10. Applicable Law and Competent Courts

(1) Any contracts entered into between us and the customer shall be governed by the laws of the Federal Republic of Germany under exclusion of the UN Convention on the International Sale of Goods (CISG), without prejudice to any mandatory conflict of law provisions. The statutory provisions restricting the choice of law and the applicability of mandatory provisions remain unaffected.

(2) If the customer is a merchant within the meaning of Sec. 1 (1) of the German Commercial Code, a legal entity under public law or a special fund under public law, the courts competent for 71735 Eberdingen, Germany are exclusively responsible for all disputes arising out of, or in connection with, the contractual relationship in question. In all other cases, we or the customer may file suit before any court of competent jurisdiction under applicable law.

Resulting costs, due to the change of the place of fulfilment will not be accepted.