Section 1 application

Commercial terms and conditions of the Customer or third parties shall not apply even if the Supplier does not object separately to them applying in a specific case. Even if the Supplier refers to a letter that contains commercial terms and conditions of the Customer or a third party or refers to such terms, this is not tantamount to agreeing that those commercial terms and conditions shall apply.

Section 2 offer and conclusion of contract

  1. All offers of the Supplier are subject to change without notice and are non-binding unless they are explicitly designated as binding or contain a specified time for acceptance.
  2. The legal relationship between the Supplier and Customer shall be governed exclusively by the purchase contract concluded in writing, including these General Terms and Conditions of Delivery. Said contract shall fully reflect all agreements made between the contracting parties concerning the subject of the contract. Oral promises by the Supplier prior to the conclusion of this contract are legally non-binding and oral agreements by the contracting parties shall be superseded by the written contract.
  3. Additions and amendments to the agreements made including these General Terms and Conditions of Delivery must be made in text form to be valid. The written form requirement can be satisfied by e-mail.

Section 3 prices and payment

  1. The prices shall apply to the scope of goods and services stated in the order confirmations. Additional or special services shall be charged for separately. The prices are in Euros ex works plus packing, statutory VAT, in the case of goods exported customs duty and fees and other public charges.
  2. In the case of sale by delivery to destination, the buyer shall bear the transport costs ex works and the costs of any transport insurance requested by the buyer. We charge the transport costs actually incurred in the individual case and invoice these. Any customs duties, fees, taxes and other public charges shall be borne by the purchaser.
  3. Unless otherwise agreed, invoices are payable immediately following receipt without any deduction; invoices are sent by the Supplier either by mail or, upon approval of the Customer, electronically.
  4. Offsetting against counterclaims of the Customer or the withholding of payments in respect of such claims is only permitted to the extent that the counterclaims are undisputed or have been fully and finally established by law.

Section 4 delivery and time of delivery

Goods shall be delivered ex works. Time periods and deadlines for deliveries and services announced by the Supplier, such as for example referring to specific calendar weeks, shall at all times only be approximate unless a fixed time period or a fixed deadline is expressly promised or agreed.

Where it has been agreed to ship the goods, delivery time periods and deadlines refer to the time the goods are delivered to the shipper, haulage contractor or other third party commissioned to ship the goods.

  1. The Supplier may, notwithstanding its rights arising from delay by the Customer, require that the Customer extend the time periods and deadlines for the delivery of goods and provision of services or postpone them by the period in which the Customer fails to meet its contractual obligations to the Supplier.
  2. The Supplier shall not be liable for the impossibility of delivery or for delays in delivery if these were caused by force majeure or other events unforeseeable at the time of conclusion of the contract (e.g. interruptions of operations of any kind, problems in procuring materials or energy, shipping delays, strikes, lawful lockouts, shortage of labour, energy or raw materials, problems in procuring necessary administrative permits, regulatory measures or failure by suppliers to make delivery or incorrect or untimely delivery by same), for which the Supplier is not responsible. The Supplier shall inform the Customer of the beginning and end of such circumstances as soon as possible.
    • Insofar as such events substantially impede or render impossible the Supplier’s delivery or performance and the impediment is not only of a temporary nature, the Supplier shall be entitled to withdraw from the contract.
    • Where problems are temporary, the time periods for delivery or the provision of services shall be extended, or the deadlines postponed, by the period of the problem plus a reasonable lead time.
    • Where due to the delay the Customer cannot be expected to accept the delivery or service, it may rescind the contract by an immediate written declaration to the Supplier.
  3. If the Supplier is in default with a delivery or service or if it becomes impossible for it to make delivery or provide a service, for whatever reason, the liability of the Supplier shall be limited to damages pursuant to Section 8 of these General Terms and Conditions of Delivery.

Section 5 place of performance, shipment, packaging, transfer of risk, acceptance

  1. The place of performance for all obligations arising from the contractual relationship shall be Hollenstedt, unless otherwise agreed.
  2. Risk shall pass to the Customer no later than upon handover of the delivery item (the determining factor shall be the start of the loading process here) to the shipper, haulage contractor or other third party appointed to make the shipment. This shall apply even if partial deliveries are made or the Supplier has agreed to provide other services (e.g. dispatch or installation). If dispatch or handover is delayed due to a circumstance caused by the Customer, risk shall pass to the Customer from the day on which the delivery item is ready for shipment and the Supplier has notified the Customer of this. The Supplier undertakes to take out the insurances required by the Purchaser at the Purchaser’s expense.
  3. If dispatch or acceptance of the delivery item is delayed for reasons for which the Customer is responsible, the Customer shall bear the costs incurred as a result of the delay, e.g. storage costs:
    • In the case of storage by the Supplier, the storage costs for each week that has begun shall amount to 0.5% of the invoice amount of the delivery item to be stored, subject to a maximum of 25% for a storage time of 50 weeks.
    • The option for parties to assert and substantiate further or lesser storage costs shall remain.
    • The Supplier shall insure the consignment only if the Customer expressly wishes this and at its expense against theft, breakage, shipping, fire and water damage or other insurable risks.
  4. Partial deliveries are permissible insofar as they are reasonable for the Customer.
  5. If the Customer does not collect the goods three months after the agreed delivery date has passed, the Supplier shall be entitled to rescind the contract and demand damages from the Customer. Any instalments paid by the Customer shall be offset against this.
  6. The Supplier shall comply with his obligations arising from § 15 VerpackG (German Packaging Act) and shall dispose of the transport packaging shipped by him, provided that he receives such packaging free of charge at the Company’s place of business. The costs of disposal shall be borne by the Customer. The Supplier shall reject mail that does not have sufficient postage.

The same shall apply to the obligation to dispose of similar third-party packaging. The Supplier shall also dispose of such packaging properly against reimbursement of costs, provided that it is available to the Supplier free of charge at the Supplier’s place of business.

Section 6 retention of title

The purpose of the retention of title agreed to below is to secure all existing current and future claims of the Supplier against the Customer arising from the delivery relationship between the contracting parties.

The goods delivered by the Supplier to the Customer shall remain the property of the Supplier until payment is made in full of all secured claims. The Customer may neither pledge the goods nor assign them by way of security. The goods and the goods subject to retention of title that supersede them under this clause are hereinafter referred to as “goods subject to retention of title”.

The Customer shall keep the goods subject to retention of title at no charge for the Supplier.

The Customer shall be entitled to process and sell the goods subject to retention of title in the ordinary course of business until the occurrence of the enforcement event (paragraph 9). Pledges and transfers in security are not permitted.

In the event that the goods subject to retention of title are resold, the Customer hereby assigns to the Supplier in security the resulting claim against the purchaser – in the case of co-ownership by the Supplier in the goods subject to retention of title a proportionate share corresponding to the co-ownership share. The same shall apply to other claims which supersede the goods subject to retention of title or otherwise arise with respect to the goods subject to retention of title, such as for example insurance claims or claims arising from tort in the case of loss or destruction.

  • The Supplier revocably authorises the Customer to collect the claims assigned to the Supplier on its behalf.
  • The Supplier may only revoke this collection authorisation in the case of an enforcement event.

If third parties access the goods subject to retention of title, including as a result of attachment, the Customer shall immediately make them aware of the Supplier’s ownership and inform the Supplier of this in order to allow it to enforce its right of ownership. Where the third party is not in a position to compensate the Supplier for the judicial or extra-judicial costs arising in this context, the Customer shall be liable to the Supplier for these.

The Supplier shall at its option release the goods subject to retention of title and the items or claims that supersede them upon request provided their value exceeds the amount of the secured claims by more than 20%.

If, in the case of conduct by the Customer that is in breach of its contractual duties, including payment default, the Supplier rescinds the contract (enforcement event), it shall be entitled to call for the return of the goods subject to retention of title.

Section 7 claims for defects

The delivered items must be carefully examined immediately after delivery to the Customer or to the third party appointed by it.

They shall be deemed to be approved unless the Supplier has received a written notice of defects concerning:

  • Obvious defects, or
  • Other defects which were evident on an immediate careful examination

…within seven business days after delivery of the delivery item, or otherwise within seven business days after the defect is discovered, or any earlier point in time at which the defect was evident to the Customer during normal use of the delivery item without closer examination, in the manner specified in Section 2.

Section 8 liability of the supplier, exclusion of liability

  1. The Supplier shall be liable for material defects and defects of title of the delivery to the exclusion of further claims — subject to this section — as follows:
    • Insofar as the parties have agreed on a quality of the object of sale, objective requirements for the object of sale shall not apply in this respect.
  2. The Supplier shall not be liable in the case of simple negligence by its executive bodies, statutory representatives, employees or other vicarious agents provided this is not a breach of material contractual duties.
    • Material contractual duties are those whose fulfilment characterises the contract and on which the customer may rely.
    • In this case, liability is limited to the amount of damages foreseeable and typical for the contract at the time of conclusion of the contract.
  3. Indirect or consequential loss or damage resulting from defects in the delivery item can moreover only be compensated for to the extent that such loss or damage can typically be expected when the delivery item is used in accordance with its intended purpose.
  4. For damage which has not occurred to the delivery item itself and which is not based on a breach of essential contractual obligations, the Supplier shall only be liable:
    • in case of intent
    • in the event of gross negligence on the part of the owner, the organs, or executive employees
    • in the event of culpable injury to life, limb or health
    • in the case of defects which the Supplier maliciously concealed
    • within the framework of a guarantee promise
    • in the event of defects in the delivery item, insofar as liability is assumed under the Product Liability Act for personal injury or property damage to privately used items
  5. In the event of culpable breach of material contractual obligations, the Supplier shall also be liable for gross negligence on the part of non-executive employees and for slight negligence, in the latter case limited to reasonably foreseeable damage typical of the contract.
  6. In the case of liability for simple negligence, the Supplier’s obligation to pay compensation for property damage and resulting additional financial losses shall be limited to the sum of €10,000,000 per claim and year (corresponding to the current coverage amount of its product liability insurance or third-party liability insurance), even if this is a breach of material contractual duties.
  7. The above liability exclusions and limitations shall apply to the same extent to the executive bodies, statutory representatives, employees and other vicarious agents of the Supplier.
  8. Insofar as the Supplier provides technical information or acts in an advisory capacity and this information or advice is not part of the contractually agreed scope of services owed by it, this shall take place to the exclusion of any liability.
  9. The limitations of liability do not apply:
    • to the liability of the Supplier due to intentional or grossly negligent behaviour
    • for guaranteed characteristics or the assumption of a procurement risk according to § 276 BGB
    • to claims for damages due to injury to life, body or health

The limitation of liability also does not apply in the case of legally mandatory cases of liability, in particular the Product Liability Act and in the case of default in the agreement of a fixed delivery date. In this respect, the statutory provisions shall apply.

Section 9 limitation

  1. All claims of the Customer — on whatever legal grounds — shall be subject to a limitation period of 12 months; this shall also apply to the limitation of recourse claims in the supply chain in accordance with § 445b para. 1 BGB.
    • The suspension of expiration from § 445b para. 2 BGB remains unaffected; it ends at the latest five years after the date on which the Supplier delivered the item to the seller.
    • These provisions on the limitation of recourse claims and on the suspension of expiry do not apply if the last contract in this supply chain is a sale of consumer goods.
    • The statutory time limits shall apply to claims for damages in accordance with § 9 para. 3 a-d and f.
  2. The statute of limitations shall not apply to the Supplier’s liability for intentional or grossly negligent conduct, for guaranteed characteristics, or for claims for damages due to injury to life, limb or health and/or due to grossly negligent or intentional damage caused by the Supplier. In this respect, the statutory provisions shall apply.

Section 10 final provisions

  1. The EU Commission provides a platform for out-of-court dispute resolution. This gives consumers the opportunity to resolve disputes in connection with their online order initially without the involvement of a court. The dispute resolution platform can be accessed via the external link:
    https://ec.europa.eu/consumers/odr/ We shall do our best to settle any differences of opinion arising from our contract amicably. We prefer to clarify your concerns in direct communication with you and therefore do not participate in consumer dispute resolution procedures. Please contact us directly if you have any questions or problems:
    info@hamannblue.com
  2. The contracts between the Supplier and the Customer shall be subject exclusively to the law of the Federal Republic of Germany, to the exclusion of the Convention on Contracts for the International Sale of Goods (UN Convention on Sale of Goods) and the provisions of international private law.
  3. To the extent that the contract or these General Terms and Conditions of Delivery contain gaps in the provisions, legally valid provisions to fill in these gaps shall be deemed to be agreed which the contracting parties would have agreed upon in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions of Delivery if they had known of the gap in the provision.