General business conditions of the
Internationale Hydraulik Akademie
Internationale Hydraulik Akademie GmbH (hereinafter referred to as IHA) is a company for training/continuing training, research and development, and production in the field of hydraulics. These general business conditions (hereinafter referred to as GBC) shall only apply to companies as defined in § 310 BGB. They shall apply for all present and future business transactions by IHA with the business fields cited above. Differing, conflicting or supplementing GBC of the customer, even if we are aware of such, shall only have validity upon our express written agreement.
2. Tender and contract signing
Our tenders are subject to confirmation and non-binding. All contracts shall become effective upon receipt of our written order confirmation (not later than the transfer of goods) and acceptance of our conditions for participation (in the field of instruction/advanced training). We reserve the right to make any reasonable changes of a technical and instructional nature to the shape, colour or weight.
3. Prices, payments, default
The prices we quote are understood to be exclusive of statutory VAT which will be added when the bill is issued. Our invoices are payable without any deductions 30 days net of the invoicing date or, if no older, overdue invoices remain unpaid, within 14 days after the invoice date, in which case they shall attract a discount of 2% from the total gross amount of the invoice, and are payable in EURO at our place of payment. Payment shall be considered to have been made when we are able to dispose of the amount. Cheques and bills of exchange will only be accepted for collection in lieu of payment. For all payment instruments, the day of payment receipt shall be deemed the day on which we are able to dispose of the amount. Other payment conditions, e.g. instalment payments, are only permissible by written agreement. As soon as a default situation arises, default interest at a rate of 8% above the base interest rate, but at least 12% p.a. shall be considered agreed. In the event of a default of payment the IHA is entitled to withhold, demand the return of certificates and other documents, or declare them invalid or revoke them.
4. Setoff and right of retention
Commercial and any other right of retention on the part of the client are excluded. Setoff with counterclaims on the part of the client is also excluded unless the counterclaim is undisputed or already has legal force.
5. Reservation of title and assignment for security
Goods delivered by the IHA shall remain the property of IHA until the client has made full payment therefor. As a manufacturer, our products are undergoing constant modification and conversion, but we are equally not obliged to effect such modifications or conversions. If our joint ownership lapses as a result of combination, it is herewith agreed that the customer's joint ownership in the integral item shall be transferred to us in proportion to the amount of the invoice value. The customer may process or sell the object of ownership rights in a normal business transaction. As a precautionary measure, the customer herewith assigns to us any and all claims and rights arising in association therewith. We herewith accept this transfer. Following this transfer, the customer shall remain empowered to collect the claim until it is revoked in writing by us. If the customer falls into arrears on payment, we shall be entitled to withdraw from the contract and recover the goods subject to retention of title at the expense of the customer, or to require that the customer assign its rights of restitution against third parties to us. If the value of the transferred claims exceeds the customer's indebtedness to us by more than 10%, the excess amount will be reassigned to the customer when we have received payment in full.
6. Delivery time and delivery
Delivery deadlines proposed by us are non-binding unless they have been expressly agreed as binding in writing. We ship direct from the warehouse/factory. Correct and timely supply is contingent on delivery to us by our suppliers, unless the failure to deliver is attributable to us, in particular when a congruent coverage transaction has been concluded with our sub-contractor. The risk of unpredictable failure or impairment of the goods shall be transferred to the customer as soon as the goods have left our factory/warehouse or that of our sub-contractor and in the case of mailing purchase upon transfer of the item to the shipping agent, haulage contractor or other third parties engaged for the purpose of completing the shipment. If the goods are ready to be shipped and the shipment or acceptance is delayed for reasons for which we are not responsible, the risk with regard to shipment method, conveyance and protective measures is transferred to the customer upon receipt of the notice of readiness to ship. Shipping will be effected freight collect for the account of the customer. Transport insurance will only be agreed upon the express instructions of the customer. Any damage or losses in transit must be claimed by the customer immediately upon receipt of the goods and the carrier must attest to the same on the consignment note, reasonable part deliveries and part payments in reasonable limits are permitted. If the delivery expected from us is delayed as a result of circumstances which we could not foresee or control (e.g., labour disputes, interruptions in operations, transport obstructions, failure of raw materials supply - including for our sub-contractors - and delayed receipt of our own supplies), we are entitled to postpone the delivery by the period for which the hindrance shall persist or - if our supplies are delayed - to withdraw from the contract. If the originally agreed delivery time is exceeded by more than two weeks, the customer shall be entitled to withdraw from the contract. Claims for damages are excluded. If we fall into arrears with regard to a delivery deadline agreed in writing, the customer may withdraw from the contract after fixing a reasonable grace period of at least 14 days, unless exceptionally a grace period is dispensable. If the customer does not declare on setting the grace period whether it insists on fulfilment of the contract or intends to avail itself of its right to withdraw, and if such a statement does not reach us within a further period of 7 days, we are entitled to withdraw from the contract. The customer's right to require compensation for damages shall be defined by the provisions of item 8.
The customer must report evident defects to us in writing within a period of two weeks following receipt, otherwise claims under the warranty shall be null and void. The customer itself must check whether the goods ordered from us are suitable for the customer's intended purpose. A defect in this respect is only present if we have confirmed the suitability of the goods to the customer in writing. We shall initially correct material defects of the goods at our discretion by reworking or delivery of replacement goods. If we are not prepared or able to do so, the customer shall at its discretion require a reduction in payment or shall withdraw from the contract; however, the latter option and a claim for compensation for damages instead of performance shall not apply if the contract violation is only minor. The customer's right to claim compensation for damages shall be defined by the provisions of Item 8. The warranty period is 1 year from the date of delivery of the goods to the customer unless the customer did not report the defect to us in due time, or if the breach of duty by us was deliberate or negligent. We will not provide the customer with any warranties in a legal sense. Manufacturer warranties shall be unaffected thereby. If we violate our non performance-related obligations in accordance with § 241 Para. 2 BGB, the customer shall only be entitled to withdraw from the contract and claim compensation for damages instead of performance above and beyond the provisions of the law after delivering a warning in writing and if we persist in the breach of our duties.
8. Compensation for damages, limitation of liability
Claims for compensation for damages shall be excluded. We shall not be held liable for damages that occurred to the object of delivery itself nor for any damages consequential to the defect, particularly loss of earnings or other financial losses suffered by the customer. The previous exemption from liability shall not apply if evidence exists of intention or gross negligence by us or our agents. If we have violated a duty that is materially significant for the fulfilment of the purpose of the contract through negligence, the extent of our liability shall be limited to the amount of damages typical for comparable transactions of this kind that were anticipated at the conclusion of the contract or not later than the time at which the breach occurred. Claims for compensation for damages due to injury to life, body or health and claims under the provision of the Product Liability Act shall remain unaffected thereby. This shall also apply if there is evidence that we acted with malicious intent.
9. Duty to secrecy / Data protection
We are entitled to store for our own purposes all of the customer's data that we receive in the context of the performance of the contract with due consideration for the provisions of the German Federal Data Protection Act. The IHA is obliged to maintain secrecy regarding all facts relating to the customer that become known to it, unless the customer has discharged the IHA of this obligation in writing. The duty to secrecy shall cease to apply if it is necessary to divulge certain facts or materials in order to protect the legitimate interests of the IHA, or if they are required to be reported to the authorities (e.g., the employment offices). In particular, the IHA is released from its duty to secrecy if it is obligated to provide certain information and afford certain cooperation to an insurer of third parties according to the terms of its liability insurance coverage. The customer declares that it is prepared to allow its name and address to be included in a list of references for the IHA, which may be transmitted to third parties.
10. Changes and additions to the contract / Severability / Changes and additions
Changes and additions to this contract, including the general business conditions, must be in the written form. The waiving of this requirement for the written form must also be made in writing. If individual provisions of this contract and / or these general business conditions should be or become wholly or partly invalid, the validity of the remaining provisions shall be unaffected thereby. The invalid provision shall be replaced by a provision that most closely reflects the intended purpose of the invalid provision while remaining legally permissible.
11. Final provisions
Unless otherwise stipulated in the order confirmation, the place of performance is the place of business of our branch. The legal venue is Dresden, even if deliveries are made across international borders. We reserve the right to appeal to any other court having jurisdiction according to the provisions of the Regulation on Jurisdiction and the Recognition and Enforcement of Judgments in Civil and Commercial Matters (EuGVVO). We are also entitled to file suit with the court having jurisdiction over the customer's place of business. German law shall have precedence to the exclusion of the UN Convention on Contracts for the International Sale of Goods. If individual provisions of this contract with the customer, including these general business conditions, should be invalid, the validity of all other provisions of agreements shall be unaffected thereby.
Internationale Hydraulik Akademie GmbH
Managing Director: Ulrich Hielscher
Company headquarters: Dresden
District Court Dresden HRB 26268