Terms and Conditions – Sales
1. The following terms and conditions of sale and delivery apply to all offers and sales, unless other agreements are expressly made in writing.
2. Any order placed with us is only considered accepted upon our written confirmation. Agreements with our employees are only valid if confirmed by us in writing.
3. The documents accompanying our offer (illustrations, drawings, weights, and dimensions) are only approximate unless expressly designated as binding. We reserve the right to make design changes or improvements – provided they do not result in an additional charge – without prior notice. We retain ownership and copyright of cost estimates, drawings, and other documents; they may not be made accessible to third parties without our express permission.
4. Prices are in euros ex works or our warehouse in Schwelm, plus VAT and packaging, which is charged at cost and is non-returnable.
5. Prices are based on the cost factors applicable at the time of our order confirmation. Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in labor, material, design, manufacturing, and distribution costs for deliveries made within three months of order confirmation. In these cases, we are entitled to adjust the price appropriately in proportion to the increased costs, but not to increase or decrease it by more than 10%. The contractual partner has no legal right to a price adjustment.
6. Once the goods leave the delivery plant or our premises in Schwelm, the risk of shipment is transferred to the contractual partner in all cases, even with carriage paid shipments. Damage and loss occurring during transport are the responsibility of the contractual partner. To safeguard against claims for compensation in the case of mail, rail, truck, or car transport, the recipient must have any damage certified on the shipping documents by the post office, rail, or transport company before accepting the shipment.
7. The delivery time is subject to agreement for each individual order. The stated delivery times are approximate and non-binding. Claims for damages due to delayed delivery are excluded. Events of force majeure entitle us to either demand a corresponding extension of the delivery time or to cancel the delivery contract in whole or in part. This does not give rise to any claims by the contractual partner, whether for damages, warranties, etc.
8. Our invoices are payable net within 30 days of the invoice date. Invoices for small shipments (order value under €50) are payable immediately net. The same applies to repairs and installations. If, by special agreement, promissory notes or bills of exchange are accepted, the discount and bank charges will be passed on to our bank. Bills of exchange and checks are always subject to receipt, with value dates on the day on which we have access to the equivalent amount. In the event of default by the contractual partner, we are entitled to charge reasonable interest (at a rate of 2% above the current discount rate of the regional central bank).
9. For export transactions: cash against documents, confirmed irrevocable letter of credit or as agreed.
10. The contractual partner may only offset our claims if the counterclaim is undisputed or a legally binding title exists. The contractual partner's rights of retention are excluded unless the contractual partner's claims have been acknowledged by us or legally established by a court.
11. Warranty claims by the contractual partner presuppose that the contractual partner has properly fulfilled its obligation to inspect and give notice of defects pursuant to Section 377 of the German Commercial Code (HGB). The obligation to inspect and give notice of defects pursuant to Section 377 of the German Commercial Code (HGB) also expressly applies to minor merchants. Claims for defects expire 12 months after the transfer of risk. The above provisions shall not apply to the extent that the law stipulates longer periods pursuant to Section 438 Paragraph 1 No. 2 of the German Civil Code (BGB) (buildings and items for buildings), Section 479 Paragraph 1 of the German Civil Code (right of recourse), and Section 634a Paragraph 1 of the German Civil Code (construction defects). Obvious defects must be reported within eight days of delivery. If the contractual partner fails to report the defect, the warranty expires. In the case of justified and timely notifications of defects, we will, at our discretion, either repair or replace the goods. If the repair fails, the customer has the right to withdraw from the contract or to reduce the remuneration.
11st. When carrying out contract work, we provide a warranty up to a maximum of the amount of the work price (value of the contract processing).
Any further claims, in particular claims for provided materials and consequential damages, are excluded. Our liability is in all cases, regardless of the legal basis, limited to the value of the work (value of contract processing), to the extent permitted by law. This does not apply to damages caused by willful misconduct.
Any further claims, in particular claims for provided materials and consequential damages, are excluded. Our liability is in all cases, regardless of the legal basis, limited to the value of the work (value of contract processing), to the extent permitted by law. This does not apply to damages caused by willful misconduct.
12. All deliveries are subject to retention of title. The goods remain our property until all claims arising from the business relationship have been fully settled. The contractual partner is entitled to resell the delivered goods in the ordinary course of business. They are not entitled to use the goods or to assign them as security without our express consent. The contractual partner's right to resell expires if they default on their payment obligations to us. The contractual partner must immediately notify the buyer of any third-party access to the goods subject to retention of title. The processing and treatment of the reserved goods is carried out for us as the manufacturer within the meaning of Section 950 of the German Civil Code (BGB). If the buyer processes the goods with other goods that do not belong to us, we shall retain ownership of the manufactured item in proportion to the value of our processed reserved goods to the total of all other goods used in the production. The contractual partner hereby assigns the claim from the resale of the delivered goods in the amount of the final invoice amount agreed with us (including VAT). This assignment applies regardless of whether the delivered goods were resold without or after processing. The contractual partner remains authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we will not collect the claims as long as the customer meets its payment obligations from the proceeds received, is not in default of payment, and in particular, no application for the opening of insolvency proceedings has been filed or payments have been suspended. To secure our claim against the contractual partner, the contractual partner also assigns to us any claims that arise against a third party through the connection of the delivered goods with real estate; we hereby accept this assignment. In the case of contract work, the contractual partner hereby assigns to us, as security, claims from the resale of the processed goods in the amount of the remuneration to be demanded by us.
13. The place of jurisdiction for all disputes arising from the legal relationship with the contractual partner, including bills of exchange and check claims, is Schwelm.
14. The invalidity of individual clauses of these Terms and Conditions of Delivery and Payment shall not invalidate the remaining clauses. 15. All legal relationships between the contracting parties and us shall be governed by the laws of the Federal Republic of Germany; the application of the UN Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
Terms and Conditions – Purchase
1. Applicable conditions
1. Henning GmbH & Co. KG (hereinafter referred to as Henning) Terms and Conditions of Purchase apply exclusively. Henning does not recognize any terms and conditions of the supplier that conflict with or deviate from these Terms and Conditions of Purchase unless Henning has expressly agreed to their validity. Henning's Terms and Conditions of Purchase also apply if Henning unconditionally accepts the supplier's delivery despite being aware of terms and conditions of the supplier that conflict with or deviate from Henning's Terms and Conditions of Purchase.
2. If the supplier is based abroad, Incoterms 2010, DDP, shall apply in addition, unless these Terms and Conditions of Purchase contain their own provisions.
3. Henning’s purchasing conditions apply only to entrepreneurs according to Section 310 Paragraph 4 of the German Civil Code (BGB).
2. Orders, electronic declarations of intent, export control declarations
1. Orders are only binding if they are placed either on order letters duly signed by Henning or electronically using Henning's computer-generated forms.
2. The supplier must return the required export control declarations to Henning, fully completed and signed, along with the necessary documentation. The order will only become effective upon receipt of the complete and signed declaration.
3. If the export or re-export of the delivery items requires official approval, the effectiveness of the order is subject to the condition precedent of the granting of the effective export license by the competent authority.
4. Henning reserves ownership and copyright to illustrations, drawings, calculations, and other documents; they may not be made accessible to third parties without Henning's express written consent. They are to be used exclusively for production based on Henning's order; after the order has been processed, they must be returned to Henning without request. They must be kept confidential from third parties; in this respect, the provisions of Section 14, Paragraph 4 apply in addition.
3. Delivery times
1. If delivery deadlines are set for the supplier in the order letter, the stated delivery times are binding.
2. If the specified delivery date is exceeded, the supplier shall be in default without the need for a reminder from Henning. Compliance with the delivery date or delivery period shall be determined by receipt of the goods by Henning. Delivery shall be "carriage paid." Any other agreements must be made in writing.
3. In the event of a delay in delivery, Henning shall be entitled to the statutory claims. The supplier is obligated, in particular, to compensate Henning for any damages caused by the delay, unless it proves that it is not responsible for the delay.
4. Due date of the supplier invoice/payment terms
1. The supplier's invoice shall only become due upon receipt of the goods and receipt of a proper invoice by Henning.
2. An invoice that complies with the formal requirements of the VAT Act and contains the order, item, and supplier number is considered valid. Invoices that do not comply with these formalities will be returned.
3. Henning is entitled to deduct a 3% discount from the invoice amount if the invoice amount is paid by the 25th of the month following receipt of the goods and receipt of the proper invoice. If there is a discrepancy between receipt of the goods and receipt of the proper invoice, the latter event shall always be decisive for calculating the payment deadline.
4. Payment shall be made using the means of payment chosen by Henning. This also applies to checks, bills of exchange, and acceptances.
5. Henning is entitled to rights of set-off and retention without restriction within the framework of the statutory provisions.
5. Prices
1. The price stated in the order is a fixed and binding price. Unless otherwise agreed in writing, the price includes delivery "free to your door," including packaging.
2. When invoicing packaging materials that are subject to return, a full credit note must be issued. Packaging materials will be returned freight collect.
3. Henning is RVS/SVS self-insured.
6. Acceptance of goods/Place of delivery/Transfer of risk
1. Unless otherwise agreed in writing, delivery shall be made carriage paid.
2. Goods will only be accepted during Henning's normal business hours: Monday to Thursday from 08:00 a.m. to 15:00 p.m. and Friday from 08:00 a.m. to 14:00 p.m.
3. If Henning requests prior failure or release samples, the supplier may only commence series delivery after Henning has given written approval of the sample.
4. The risk shall pass to Henning upon handover of the delivery items at the delivery location specified in the order.
7. Ownership
Ownership of the delivered items passes to Henning upon handover at the place of delivery and payment of the purchase price.
8. Obligation to give notice of defects/complaints
1. The goods unloaded at Henning's premises will be inspected for any defects as part of the normal course of business, in accordance with our standard practices. If a sample inspection reveals that the delivery contains defects beyond the agreed level (AQL, PPM), Henning is entitled to assert warranty claims with respect to the entire delivery.
2. Notices of defects are deemed to be timely if they are sent by Henning to the supplier in writing, by fax, or by email within five days of the defect being discovered. Sentence 1 applies accordingly to hidden defects.
3. The above provisions also apply to excess or short deliveries; they also apply to the delivery of other, but permissible, goods within the meaning of Section 377 of the German Commercial Code (HGB). For mass-produced items, a tolerance of ±5% is permitted.
4. In the event that a quality management agreement has been concluded with Henning to ensure the quality of supplies, the above provisions 1 to 3 shall only apply to the extent that no deviating provision has been agreed upon in the quality management agreement.
9. Quality, documentation, export control declarations
1. The supplier shall comply with recognized technical standards, safety regulations, and the agreed technical specifications for its delivery, in particular the standards under the Product Safety Act (ProdSG), the Industrial Safety Ordinance, etc. Changes to the delivery item require Henning's prior written consent. Irrespective of this, the supplier shall continuously monitor the quality of the delivery items. The contracting parties shall inform each other of any possible quality improvements.
2. To the extent that authorities and/or customers of Henning request access to Henning's production processes and test documents in order to verify certain requirements, the Supplier agrees to grant Henning the same rights in its operations and to provide all reasonable support in this regard.
3. The supplier is responsible for ensuring that the information provided in the export control declaration is complete and correct. Should any future changes occur regarding the delivery items that alter the export control classification of the goods, the supplier will notify Henning of these changes immediately.
10. Warranty
1. The warranty period is two years (Section 438, Paragraph 1, No. 3 of the German Civil Code). The period begins upon acceptance of the goods by Henning.
2. If the supplier has undertaken to assemble the goods or materials supplied by it at Henning's premises, the warranty period pursuant to paragraph 1 shall commence upon formal acceptance of the work by Henning.
3. In the event of a defect, Henning shall be entitled, at its discretion, to exercise its statutory rights. In particular, Henning shall be entitled, at its discretion, to:
a) to return the defective goods at the supplier's expense and risk and to demand a faultless replacement (subsequent performance).
b) to waive the right to compensation by charging back the invoice value of the goods (withdrawal from the contract).
c) to claim damages instead of performance in accordance with the statutory provisions (§§ 437, 440, 280, 281, 283, 311 a BGB).
11. Product liability/indemnity/liability insurance coverage
1. The supplier indemnifies Henning against all claims directed against Henning because damage has been caused to Henning or third parties through the intended or foreseeable use of the goods. The same applies to damages incurred by Henning directly or indirectly as a result of a faulty delivery, a violation of official safety regulations, or any other circumstances attributable to the supplier.
2. If Henning is held liable for damages based on strict liability under non-waivable law, the supplier shall indemnify Henning to the extent that he would also be directly liable.
3. The obligation to pay compensation is excluded to the extent that Henning has effectively limited its liability towards its customers.
4. The supplier is liable for any damage prevention measures taken by Henning (e.g., product recalls) unless the supplier proves that the damage is not due to design and/or production errors and/or a breach of the supplier's control or product monitoring obligations (reversal of the burden of proof). Henning will inform the supplier of the content and scope of the damage prevention measures to be implemented – as far as possible and reasonable – and provide the supplier with an opportunity to comment.
5. Other statutory claims on the part of Henning remain unaffected.
6. The supplier undertakes to maintain product liability insurance with a coverage amount of €5.000.000,00 per personal injury/property damage – lump sum; any further claims for damages made by Henning remain unaffected.
12. Violations of export control law/exemption
The supplier shall indemnify Henning against all claims arising against Henning due to violations of export control law by the supplier in connection with the delivery items.
13. Property rights
1. The supplier guarantees that no rights of third parties within the Federal Republic of Germany will be infringed in connection with or through the delivery of its goods.
2. If a third party asserts a claim against Henning, the supplier is obligated to indemnify Henning against these claims upon first written request. Henning is not entitled to enter into any agreements with the third party, in particular to conclude a settlement, without the consent of the supplier.
3. The Supplier's indemnity list refers to all expenses necessarily incurred by Henning as a result of or in connection with a claim by a third party.
4. The limitation period for these claims is 10 years, starting from the conclusion of the respective contract.
5. The above provisions shall not apply if the supplier has manufactured the delivery items according to drawings, models or other equivalent descriptions or information provided by Henning and does not know or should not know in connection with the products developed by him that this infringes intellectual property rights.
6. Upon request from Henning, the Supplier shall inform Henning of the use of published and unpublished proprietary and licensed intellectual property rights and applications for intellectual property rights in the delivery item.
14. Retention of title/provision of materials/tools/confidentiality
1. If Henning provides parts to the supplier, Henning retains ownership of them. Processing or modifications by the supplier are carried out on Henning's behalf. If Henning processes the reserved goods with other items not belonging to Henning, Henning acquires co-ownership of the new item in proportion to the value of the item from Henning (purchase price plus VAT) to the other processed items at the time of processing.
2. If the item provided by Henning is inseparably mixed with other items not belonging to Henning, Henning shall acquire co-ownership of the new item in proportion to the value of the reserved item (purchase price plus VAT) to the other mixed items at the time of mixing. If the mixing occurs in such a way that the supplier's item is considered the main item, it is agreed that the supplier shall transfer proportionate co-ownership to Henning; the supplier shall safeguard the sole ownership or co-ownership for Henning.
3. Henning retains ownership of tools; the supplier is obligated to use the tools exclusively for the production of the goods ordered by Henning. The supplier is obligated to insure the tools belonging to Henning at their replacement value against fire, water, and theft at its own expense. At the same time, the supplier hereby assigns to Henning all claims for compensation under this insurance, and Henning hereby accepts the assignment. The supplier is obligated to carry out any necessary maintenance and inspection work, as well as all repair and maintenance work, on Henning's tools in a timely manner at its own expense. The supplier must notify Henning of any malfunctions immediately; if the supplier culpably fails to do so, claims for damages remain unaffected.
4. The supplier is obligated to maintain strict confidentiality regarding all images, drawings, calculations, and other documents and information received. They may only be disclosed to third parties with Henning's express consent. This confidentiality obligation shall remain in effect after the completion of this contract; it shall expire if and to the extent that the manufacturing knowledge contained in the images, drawings, calculations, and other documents provided has become generally known.
5. If the security rights arising from paragraph 1 and/or paragraph 2 exceed the purchase price of all unpaid goods subject to retention of title by more than 10%, Henning is obliged, at the Supplier’s request, to release the security rights at Henning’s discretion.
15. General provisions/place of performance/jurisdiction
1. The contractual relationship is governed exclusively by German law. This also applies to the inclusion of the General Terms and Conditions of Purchase. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
2. If the supplier is based abroad, German shall be deemed to be the agreed contractual language. This also applies if the supplier and Henning exchange contractual documents written in a foreign language. Should any disputes arise regarding the content and interpretation of the contracts concluded between the supplier and Henning, the contracts shall be interpreted in accordance with the usual German language usage.
3. The place of performance for all mutual obligations arising from this contractual relationship is Henning’s registered office (Schwelm), unless otherwise agreed in writing.
4. The place of jurisdiction – also for claims arising from dunning proceedings as well as for actions relating to checks and bills of exchange – shall be the court having local jurisdiction over Henning’s registered office, provided that the supplier is a merchant.