The Terms and Conditions of Purchase of Hightex Verstärkungsstrukturen GmbH, Hamburger Ring 9, 01665 Klipphausen, hereinafter referred to as „HIGHTEX“, shall apply exclusively.
Conflicting or deviating terms and conditions of purchase of the Supplier shall only be recognised if HIGHTEX expressly agrees to them in writing. Unconditional acceptance of order confirmations or deliveries shall not constitute recognition of such terms and conditions.
Offers shall be submitted to HIGHTEX without obligation and free of charge. The Supplier must adhere to the enquiry in the offer with regard to defects, quality and design and, in the event of a deviation, expressly point this out. He shall be bound by his offer for 3 months.
HIGHTEX reserves the property rights and copyrights to illustrations, drawings, calculations, data, data carriers provided, performance descriptions and other documents - hereinafter referred to as „Information“; they may not be made accessible to third parties without the express written consent of HIGHTEX. The Information shall be used exclusively for the production and/or processing of the order by HIGHTEX and shall be returned unsolicited after completion of the order. It must be kept secret from third parties.
Our orders and changes or additions to them must be made in writing or text form.
We are entitled to cancel our order free of charge if you do not confirm it to us unchanged within two weeks of receipt.
Agreed deadlines for deliveries and services are binding and are to be understood as arriving at the place of fulfilment. If delays are to be expected or have occurred, you must notify us immediately in writing.
If you do not deliver or perform within a grace period set by us, we shall be entitled to withdraw from the contract or demand compensation for non-fulfilment, even without threatening to refuse acceptance. We are also entitled to withdraw from the contract if you are not responsible for the delay. Any additional costs incurred by us as a result of your delay, in particular as a result of the need for alternative cover, shall be borne by you.
We reserve the right to demand an agreed contractual penalty for improper fulfilment (§ 341 BGB) until final payment.
The prices are fixed prices. They include all expenses in connection with the deliveries and services to be provided by you.
VAT must be shown separately on the invoice.
You may only place subcontracts with our consent, insofar as this does not merely involve the supply of marketable parts. Delivery call-offs are binding with regard to the type and quantity of the goods called off and the delivery time. Partial deliveries require our consent.
Delivery shall be made in accordance with the order. Each delivery must be accompanied by a delivery note stating our order number and the description of the contents by type and quantity. Furthermore, the documents required in the order such as works certificates, CoC, test certificates must be provided free of charge.
The goods are generally delivered in standard disposable packaging. If reusable packaging is used, you must provide the packaging on loan. The return shipment is at your expense and risk. If, in exceptional cases, we agree to bear the packaging costs, these shall be charged at the verifiable cost price.
In the case of devices, a technical description and instructions for use must be supplied free of charge. In the case of software products, the delivery obligation is only fulfilled when the complete (system and user) documentation has also been handed over.
Invoices must be sent to us by separate post or by e-mail to „rechnung@hightex-dresden.de“, quoting our order number.
Payment shall be made subject to proper delivery and correctness of price and calculation. Unless expressly agreed otherwise, HIGHTEX shall pay the remuneration claimed by the Supplier net within 30 days of receipt of the invoice.
Payments do not constitute recognition of the delivery or service as being in accordance with the contract. In the event of defective or incomplete delivery, we shall be entitled, without prejudice to our other rights, to withhold payments on claims arising from the business relationship to a reasonable extent until proper fulfilment.
The assignment of your claims against us to third parties is excluded.
For deliveries and services from a country outside Germany that is a member of the EU, your EU VAT identification number must be stated.
Imported goods must be delivered duty paid. You are obliged to provide the declarations and information required under Regulation (EC) No. 1207/2001 at your own expense, to authorise inspections by the customs authorities and to provide the necessary official confirmations.
You are obliged to inform us in detail and in writing of any authorisation requirements for (re-)exports in accordance with German, European and US export and customs regulations as well as export and customs regulations of the country of origin of the goods and services.
Irrespective of the agreed pricing, the risk shall pass to us on delivery upon receipt at the delivery address specified by us. Commissioning or utilisation shall not replace our declaration of acceptance.
Ownership of the delivered goods shall pass to us after payment. Any prolonged or extended retention of title is excluded.
HIGHTEX shall be obliged to inspect the goods for any deviations in quality or quantity within a reasonable period of time. The complaint shall be deemed to have been made in good time if it is received by the Supplier within a period of 10 working days after delivery to HIGHTEX. An incoming goods inspection shall take place with regard to obvious defects. We shall give notice of hidden defects as soon as they are detected in the ordinary course of business. The Supplier waives the defence of late notification of defects for all defects notified within fourteen days of discovery.
If we return defective goods to you, we are entitled to charge you back the invoice amount.
Rectification of defective deliveries or services requires our consent. During the time in which the object of the delivery or service is not in our custody, you shall bear the risk.
HIGHTEX shall be entitled to carry out subsequent fulfilment itself at the Supplier's expense if there is imminent danger or special urgency, for example to avoid its own delay in delivery.
If the Supplier has breached obligations, it shall be liable to HIGHTEX for any kind of fault. The Supplier is advised that it has the right to prove that it is not responsible for its breach of duty.
The warranty period is 36 months, calculated from the transfer of risk, unless a longer warranty period is stipulated by contract or law.
Our statutory rights shall otherwise remain unaffected.
You shall indemnify us against all claims asserted against us by third parties - irrespective of the legal grounds - due to a material defect or defect of title or any other defect in a product supplied by you, and shall reimburse us for the necessary costs of our legal action in this respect.
Material provided by us remains our property and must be stored by you free of charge and with the care of a prudent businessman separately from your other items and labelled as our property. It may only be used for the fulfilment of our order. The Supplier shall immediately report any damage to the material provided. The Supplier shall be liable to HIGHTEX for loss of and/or damage to material in accordance with the statutory provisions.
If you process or remodel the material provided, this activity is carried out for us. We shall become the direct owner of the new items created in the process. If the material provided constitutes only a part of the new goods, we shall be entitled to co-ownership of the new goods in the proportion corresponding to the value of the material provided therein.
The Supplier warrants that no rights of third parties, in particular patent rights and copyrights, are infringed in connection with its delivery and performance. The Supplier warrants that any work performed by it is free of third-party rights and shall indemnify HIGHTEX against all third-party claims.
The supplier is obliged to treat all non-public commercial and technical details that become known to you through the business relationship as confidential and not to pass them on to third parties. This confidentiality obligation shall also apply after the fulfilment of this contract; it shall only expire if and insofar as the production/business knowledge contained in the information provided has become generally known.
The place of fulfilment is the delivery address specified in each case.
If you are a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction shall be the registered office of HIGHTEX. However, we shall also be entitled to assert claims against you at your registered office.
German law shall apply, including the UN Convention on Contracts for the International Sale of Goods (CISG), but always in accordance with the content of these Terms and Conditions of Purchase.
Should individual clauses of these General Terms and Conditions of Purchase be invalid in whole or in part, this shall not affect the validity of the remaining clauses or the remaining parts of such clauses.
