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Heinrich Kipp Werk KG general conditions of sale, delivery and payment
Status 13.02.2013

General - Applicability 

  1. We do not recognise any terms and conditions of the customer which conflict with or deviate from our terms and conditions of sale unless we have expressly agreed to their validity in writing. Our conditions of sale apply even if we make delivery to the purchaser with knowledge of purchaser's conditions that are in conflict with or differ from our conditions of sale.
  2. All agreements made between us and the purchaser for the purpose of executing this contract must be recorded in writing..


Offer - Offer documents - Catalogues

  1. If the customer's order qualifies as an offer according to § 145 BGB, we can accept it within 4 weeks. Our offers are always non-binding.
  2. We reserve property rights and copyrights to illustrations, drawings, calculations and other documents; they may not be made accessible to third parties. Before passing them on to third parties, the customer requires our express written consent.
  3. Descriptions of our products are merely specifications of quality and in no way represent a guarantee for the quality of the goods.
  4. Technical changes to our products that increase or maintain their value are permitted at any time without prior notice.

 

Prices - Terms of payment - Default 

  1. Unless the order confirmation states otherwise, our prices apply "ex works".
  2. The packaging will be invoiced. We shall only be obliged to take back the packaging if this is provided for by mandatory statutory requirements and the customer demands that they be returned. In this case, the customer shall bear the cost of the return separately.
  3. By special designs, there may be deviations from the ordered quantity for production purposes. Therefore, excess or shortfalls in quantities of up to 10% represent a contractual fulfilment of the delivery obligation unless otherwise expressly agreed in the contract. In this case, the actual quantity shipped will be invoiced.
  4. The statutory sales tax is not included in our prices; it is shown separately in the invoice at the statutory rate on the day of invoicing.
  5. If payment is received by us within 10 days of the invoice date, the customer is entitled to deduct 2% discount.
  6. The customer shall be in default if he does not settle due payments within thirty days of receipt of an invoice or equivalent request for payment. We reserve the right to bring about default at an earlier point in time by issuing a reminder after the due date. Contrary to clauses 1 and 2, the customer shall be in default if it has been agreed that the purchase price is to be paid at a time determined or determinable on a calendar basis and the customer fails to make payment no later than this time.
  7. If the customer is in default of payment, we shall be entitled to demand default interest at a rate of 9% p.a. above the respective base interest rate. If we are able to prove higher damages caused by default, we shall be entitled to enforce such claims.
  8. The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been acknowledged by us. In addition, the customer is entitled to exercise a right of retention insofar as their counterclaim is based on the same contractual relationship.
  9. For small orders we charge a small quantity surcharge (€ 15,00 for goods under € 25,00 and € 8,00 for goods under € 50,00).

 

Delivery time 

  1. The beginning of the delivery time stated by us assumes the clarification of all technical questions. Unless otherwise agreed, a delivery time specified by us is not binding.
  2. If we are in default of delivery for reasons for which we are responsible, the liability for damages resulting directly from the delayed delivery shall be limited to the amount of the foreseeable damage.
  3. If, after we have fallen into arrears, the customer sets us a reasonable period of grace, he shall be entitled to withdraw from the contract after the fruitless expiry of this extension. If a reasonable extended deadline expires without result, the customer is obliged to declare within two weeks of the deadline whether he wishes to withdraw from the contract or insist on fulfilment.
  4. Insofar as we are also liable for damages in lieu of performance, claims in the event of ordinary negligence shall be limited to the amount of the foreseeable damage.
  5. In the event of ordinary negligence, we shall at no time be liable for consequential damages resulting from delayed or failed performance, in particular for loss of profit on the part of the customer or other production downtime costs.
  6. Compliance with our delivery obligation assumes the timely and proper fulfilment of the customer's obligations.
  7. If we prove that we are not supplied on time by our suppliers despite careful selection of our suppliers and despite conclusion of contracts on reasonable terms, the delivery period shall be extended by the period of the delay caused by the supplier's failure to supply on time. In the event of the supplier being unable to deliver, we shall be entitled to withdraw from the contract.
  8. If the customer is in default of acceptance or violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred to us, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the purchased item shall also pass to the customer at the point in time at which he is in default of acceptance.

 

Transfer of risk 

  1. Unless otherwise stated in the order confirmation, delivery is agreed "ex works". The risk shall pass to the customer when the delivery item has left the premises, even if partial deliveries are made or we have assumed other services, e.g. shipping costs or delivery and installation. Insofar as acceptance is required, this shall be decisive for the transfer of risk. It must be carried out promptly on the delivery date, alternatively immediately after our notification of readiness for delivery. The customer may not refuse acceptance in the event of an insignificant defect.
  2. If dispatch or acceptance is delayed or fails to take place due to circumstances for which we are not responsible, the risk shall pass to the customer on the day of notification of readiness for dispatch or acceptance.
  3. Partial deliveries are permissible, as long as they are reasonable for the customer.

 

Warranty claims - Statute of limitations 

  1. The rights of the customer assumes that he has duly fulfilled his inspection and complaint obligations in accordance with § 377 HGB.
  2. If there is a defect in the purchased item for which we are responsible, we shall be entitled, at our discretion, to remedy the defect or to deliver a defect-free item.
  3. If we are not willing or able to remedy the defect or make a replacement delivery, in particular if this is delayed beyond reasonable periods for reasons for which we are responsible, or if the remedy of the defect or the replacement delivery fails in any other way, the customer shall be entitled, at his discretion, to withdraw from the contract or demand a corresponding reduction in the purchase price. If a reasonable extension of time has elapsed fruitlessly, the purchaser is obliged to declare within a period of two weeks after expiry of the extension whether he wishes to withdraw from the contract or to insist on fulfilment.
  4. Unless otherwise stated below, further claims of the customer - regardless of the legal grounds - are excluded. We shall therefore not be liable for damage which has not occurred to the delivered item itself; in particular, we shall not be liable for the loss of profit or other financial loss of the customer. Insofar as liability for such damages exists, claims for damages shall be limited to the amount of the foreseeable damage.
  5. The above exclusion of liability shall not apply if mandatory statutory regulations establish liability, in particular if the cause of the damage is based on intent or gross negligence or if claims are asserted for injury to life, limb or health based on negligence. Furthermore, it shall not apply if we have assumed a guarantee for a certain quality of the item and this quality is missing.
  6. If we negligently violate an essential contractual obligation, our liability shall be limited to the foreseeable damage.
  7. The warranty period is 1 year, calculated from delivery of the goods. This period is a period of limitation and also applies to claims for compensation for consequential harm caused by a defect, insofar as no claims are asserted in tort.li>

 

Retention of title security 

  1. We reserve title to the purchased item until receipt of all payments arising from the contractual agreement with the customer. With every breach of contract on the part of the customer, in particular default in payment, we shall be entitled to exercise our statutory rights and repossess the purchased goods. After repossession of the purchased item, we shall be entitled to sell it; the proceeds of such sale shall be set off against the customer's liabilities - less reasonable selling costs.
  2. In the event of seizure or other interventions by third parties, the customer must inform us immediately in writing so that we can file suit in accordance with § 771 ZPO. Insofar as the third party is not in a position to reimburse us for the judicial and extrajudicial costs of such an action, the customer shall be liable for the loss incurred.
  3. The customer is entitled to resell the purchased item in the ordinary course of business; however, he shall however assign to us all claims equal to the final invoice amount (including sales tax) accruing to him from the resale to his customers or third parties, irrespective of whether the purchased item has been resold without or after subsequent processing. The customer remains authorised to collect this claim even after the assignment. Our authority to collect the claim remains unaffected. However, we undertake not to collect the claim as long as the customer meets their payment obligations from the proceeds received, is not in default of payment and, in particular, has not filed for insolvency or suspended payments. If this is the case, we may demand that the customer informs us of the assigned claims and their debtors, provides all information required for collection and surrenders the relevant documents.
  4. The processing or transformation of the purchased item by the customer is invariably carried out on our behalf. If the purchased item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the proportion of the value of the purchased item to the other processed items at the time of processing. For the remainder, the same shall apply to the processed object as to the purchased object under retention of title.
  5. We undertake to release the securities to which we are entitled at the request of the customer to the extent that the value of our securities exceeds the claims to be secured by more than 20%; the securities to be released shall be selected by us.

 

Return of goods 

  1. In principle a product which has been sold and duly delivered may not be returned. Exceptions can only be made in special cases against prior agreement. 

 

Jurisdiction - Fulfilment location 

  1. If the customer is a company, jurisdiction is Rottweil, Germany. However, we are also entitled to sue the customer in the court at his place of residence.
  2. Unless otherwise stated in the order confirmation, the fulfilment location is Sulz-Holzhausen, Germany.
  3. The laws of the Federal Republic of Germany shall apply exclusively to this contract.

Data protection


For all information in connection with the handling of user data, we refer to our separate data protection declaration.

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