This online shop is using cookies to give you the best shopping experience. Thereby for example the session information or language setting are stored on your computer. Without cookies the range of the online shop's functionality is limited. If you don't agree, please click here.

Terms and conditions

General Terms and Conditions of Sale and Delivery of

HELMUT FELDTMANN GmbH

Part 1 General provisions, Scope and Formal requirement

(1) These General Terms and Conditions of Sale and Delivery ("GTSD") shall apply to all our business relations with our customers, provided that they are entrepreneurs pursuant to Section 14 German civil code (Bürgerliches Gesetzbuch - BGB), legal entities under public law or special funds under public law (hereinafter: "Customer").

(2) Our GTSD apply in particular to contracts for the sale and/or delivery of movable goods ("Products"), irrespective of whether we purchase the Products from suppliers or manufacture them ourselves (Sections 433, 650 BGB). Our GTSD as amended from time to time shall also apply as a framework agreement to future contracts for our Products with the same Customer without us having to refer to them again in each individual case; we shall inform the Customer without undue delay of any amendments to our GTSD in this case.

(3) Our GTSD shall apply exclusively. Deviating, conflicting or supplementary General Terms and Conditions of the Customer shall only become part of the contract if, and to the extent that, we have expressly consented to their use. This requirement of consent shall apply in all cases, even if we carry out the delivery to the Customer unconditionally in the knowledge of the Customer's general terms and conditions.

(4) Individual agreements made with the Customer in individual cases (including collateral agreements, supplements and amendments) shall in all cases take precedence over our GTSD. Subject to proof to the contrary, a written contract or our written confirmation shall be authoritative for the content of such agreements.

(5) Unilateral declarations and notifications to be made to us by the Customer after conclusion of the contract (e.g. setting of deadlines, notifications of defects, declaration of withdrawal or reduction) must be made at least in writing to be effective.

(6) References to the applicability of statutory provisions shall only be of a clarifying nature. Therefore, even without such clarification, the statutory provisions shall apply unless they are directly amended or excluded in these GTSD.


Part 2 Conclusion of contract


(1) Our offers are subject to change and are non-binding.

(2) The order of the Products by the Customer shall be deemed to be a binding offer of contract. Acceptance of such offers may be declared by us either expressly (e.g. by order confirmation) or implicitly (e.g. by delivery of the Products to the Customer).

(3) It is our policy to only conclude contracts for a minimum net goods value of EUR 100.00.

 
Part 3 Delivery period and Delay in delivery

(1) The delivery period shall be agreed individually.

(2) If we are unable to meet binding delivery deadlines for reasons for which we are not responsible
(non-availability of the service), we shall inform the Customer of this without delay and at the same time notify the Customer of the expected new delivery deadline. If the service is also not available within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part; we shall immediately refund any amount already paid by the Customer. A case of non-availability of the service in this sense shall be deemed to be in particular the delayed delivery to us by our supplier if we have concluded a congruent contract to supply the goods or services with a third-party supplier and neither we nor our supplier are at fault.

(3) The occurrence of a delay in delivery shall be determined in accordance with the statutory provisions. In all cases, however, a reminder by the Customer shall be required.

(4) The rights of the Customer pursuant to Part 8 of these GTSD and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), shall remain unaffected.


Part 4 Delivery, Transfer of risk and Default of acceptance


(1) Partial deliveries shall be permissible provided that they are reasonable for the Customer.


(2) Delivery shall be made ex our works Buchholz in der Nordheide as the place of performance (Incoterms® 2020: EXW).

(3) At the Customer's request and expense, the Products shall be shipped to a place other than the place of performance (sale by delivery to a place other than the place of performance). We shall determine the type of shipment (in particular, the transport company, shipping route, packaging) at our due discretion, taking into account the reasonable instructions of the Customer.

(4) The conclusion of an insurance policy, in particular a transport insurance policy, shall be the responsibility of the Customer. At the request and expense of the Customer, we shall insure the Products against damage in transit.

(5) The risk of accidental loss and accidental deterioration of the Products shall pass to the Customer if we have made the Products available for collection. In the case of sale by delivery to a place other than the place of performance, the risk of accidental loss and accidental deterioration of the Products as well as the risk of delay shall pass to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment only upon delivery of the Products. Delivery shall be deemed to have taken place if the Customer is in default of acceptance.

(6) If the Customer is in default of acceptance, fails to cooperate or if our performance is delayed for other reasons for which the Customer is responsible, we shall be entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs).

 
Part 5 Prices and Additional costs

(1) Unless otherwise agreed in individual cases, the prices stated in the price lists valid at the time of the conclusion of the contract shall apply ex place of performance (Incoterms® 2020: EXW), plus value added tax at the statutory rate.

(2) In the case of sale by delivery to a place other than the place of performance (Part 4 para. 3), the Customer shall bear the transport costs from the place of performance and the costs of any transport insurance requested by the Customer.

(3) If transport packaging and all other packaging is not expressly included in the agreed price in accordance with the Packaging Regulations, we shall charge this at cost price. We do not take back packaging; this becomes the property of the Customer.


Part 6 Terms of payment, Default in payment, Set-off, Retention and Withdrawal in the event of insufficient performance on the part of the Customer.

(1) The purchase price shall be due and payable within 30 days from the date of invoice and delivery or acceptance of the Products. Receipt of payment to our account shall be decisive for timely payment. Any agreements on advance payments in individual cases must be observed.

(2) Upon expiration of the aforementioned payment deadline, the Customer shall be in default. During the period of default, interest shall be charged on the purchase price at the statutory default interest rate applicable at the time. In addition, in the event of default we shall be entitled to claim a one-off sum of EUR 40.00 in accordance with Section 288 para. 5 BGB. We reserve the right to assert further damages caused by default.

(3) In all other respects, any statutory claims to which we are entitled on account of default in payment, in particular the possibility of withdrawing from the contract in accordance with the statutory provisions, shall remain unaffected.
(4) Agreed cash discounts are subject to the condition that all previous due invoices have been settled.

(5) The Customer shall only be entitled to rights of set-off or retention insofar as his/her claim has been legally established, is undisputed or has been acknowledged by us. Furthermore, he/she shall only be entitled to exercise a right of retention to the extent that his/her counterclaim is based on the same contractual relationship. In the event of defects in the Products, the Customer's counter rights, in particular to retain an appropriate part of the purchase price in relation to the defect, shall remain unaffected.

(6) If, after the conclusion of the contract, it becomes apparent that our claim to the purchase price is jeopardized by the Customer's inability to pay (e.g. by an application for the opening of insolvency  
proceedings), we shall be entitled to refuse performance and to withdraw from the contract in accordance with the statutory provisions pursuant to Section 321 BGB.


Part 7 Retention of ownership


(1) We retain ownership of the Products sold until full payment of all our present and future claims arising from the purchase contract and an ongoing business relationship (secured claims).


(2) The Products subject to retention of ownership may not be pledged to third parties or assigned as security before full payment of the secured claims. The Customer shall notify us immediately in writing if an application is made to open insolvency proceedings against his/her assets or if third parties seize the Products subject to our retention of ownership.

(3) In the event of any breach of contract by the Customer, in particular in the event of non-payment of the purchase price due, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and to demand return of the Products on the basis of the retention of ownership.

(4) The Customer shall be entitled to dispose of the Products subject to our retention of ownership in the ordinary course of business. In this case, the following additional provisions shall apply:
(a) The Customer hereby assigns to us by way of security all claims against third parties arising from the resale of the Products. We accept the assignment. The obligations of the Customer specified in Part 7 para. 2 shall also apply in respect of the assigned claims.
(b) The Customer shall remain authorized to collect the claim in addition to us. We undertake not to collect the claim as long as the Customer meets his/her payment obligations towards us, is not in default of payment, no application for the opening of insolvency proceedings has been filed and there is no other deficiency in his/her ability to pay. If this is the case, however, we may demand that the Customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. Furthermore, in this case we shall be entitled to revoke the Customer's authorization to further sell the Products subject to retention of ownership.
(c) If the realizable value of the securities exceeds our claims by more than 10%, we shall, at the request of the Customer, release securities of our choice.


Part 8 Quality of the Products, Notification of defects, Inspection for defects, Customer's claims for defects and Taking back of non-defective Products


(1) The statutory provisions shall apply to the rights of the Customer in the event of material defects and defects of title, unless otherwise regulated in the following. In all cases, the special statutory provisions shall remain unaffected in the case of final delivery of the Products to a consumer (special conditions for supplier recourse pursuant to Section 478, special conditions for warranties pursuant to Section 479 BGB) and with regard to supplier recourse pursuant to Section 445a BGB (recourse of the seller), insofar as these cannot be expressly excluded.
 
(2) The basis of our liability for defects shall be the properties and characteristics as well as the intended use of the Products in accordance with the product description provided by us, which is the subject of our contract with the Customer.
Unless otherwise agreed in individual cases, all information on dimensions, weights, descriptions and illustrations in brochures, catalogues or price lists relating to the Products or to our offers shall not be deemed to be a statement of quality, an assurance of a quality or characteristic, or the provision of a guarantee.
Customary or technically unavoidable minor deviations from the product description in terms of range, quality, colour, width, weight, equipment or design of the Products, which do not impair the agreed intended use, do not constitute a defect.

(3) As a matter of principle, we shall not be liable for defects of which the Customer is aware at the time of conclusion of the contract or is not aware due to gross negligence (Section 442 BGB). Furthermore, the Customer's claims for defects presuppose that he/she has complied with his/her statutory obligations to inspect and give notice of defects (Sections 377, 381 German commercial code (Handelsgesetzbuch - HGB). If a defect becomes apparent upon delivery, inspection or at any later time, we must be notified thereof in writing without delay. In all cases, obvious defects must be notified to us in writing within two weeks of delivery, and defects not apparent upon inspection must be notified to us within the same period of time after discovery. If the Customer fails to carry out the proper inspection and/or to give notice of defects, our liability for the defect not reported or not reported in time or not reported properly shall be excluded in accordance with the statutory provisions.

(4) The Customer undertakes to open transport packaging, repackaging and product packaging only to the extent necessary to inspect the goods after delivery.
If the Customer complains about a defect, he/she shall make the Products available to us for inspection purposes. The Customer shall not be entitled to return Products for which we have been notified of defects without being requested to do so. Instead, we shall collect them at our risk and expense within a reasonable period of time after the complaint has been made. The goods shall be made available in an appropriate manner, if possible in the original packaging.
We are entitled to examine the complaint raised on site. In the event that the complaint is unjustified, we shall not be obliged to take the goods back. The costs of the journey are to be refunded, unless the lack of defectiveness was not recognizable for the Customer.
If, after taking back the Products, it turns out upon our inspection that the notice of defect is unjustified, we shall return the Products to the Customer at the Customer's risk and expense. In this case, we shall be entitled to demand payment of the transport costs incurred by us for the return, the costs of the new delivery as well as the costs incurred by us for the examination and processing of the notice of defect before the return delivery, unless the lack of defectiveness was not recognizable for the Customer. Our claim to payment of the purchase price shall not be affected by this.
If the Customer returns the Products to us without being requested to do so, we shall be entitled to refuse acceptance of the Products. If we accept the Products for inspection purposes and it turns out that the complaint is unjustified, we shall return the Products to the Customer at the Customer's risk and expense. In this case, we shall be entitled to demand payment of the costs of the new delivery as well as the costs incurred by us for the examination and processing of the notice of defects. Our claim to payment of the purchase price shall not be affected thereby.

(5) If we exceptionally take back non-defective Products without recognition of a legal obligation, we may claim restocking fees as follows:
a) for full packaging units of goods ready for sale: 10 % of the net value of the goods, at least EUR 20.00,
b) for partial quantities of goods ready for sale: 20 % of the net value of the goods, at least EUR 30.00,
c) for goods not ready for sale: 50 % of the net value of the goods plus the reasonable costs of restoring the goods to their saleability.
If the Products are already with us for testing purposes, the Customer shall have the option of demanding return delivery in accordance with Part 7 para. 4.

(6) If our product is defective, we may initially choose whether to provide subsequent performance by remedying the defect (subsequent improvement) or by delivering a defect-free item (replacement delivery). Furthermore, we shall be entitled to assign our claim to supplier recourse pursuant to Section 445a BGB (recourse of the seller) in lieu of performance pursuant to Section 364 para. 1 BGB and under agreement of a liability reduction to the greatest possible extent to the Customer.

(7) We shall be entitled to make the subsequent performance owed dependent on the Customer paying the purchase price due. The Customer shall, however, be entitled to retain a part of the purchase price which is reasonable in relation to the defect.

(8) If the subsequent performance has failed or if a reasonable period to be set by the Customer for the subsequent performance has expired unsuccessfully or is dispensable under the statutory provisions, the Customer may withdraw from the purchase contract or reduce the purchase price in accordance with the statutory provisions.

(9) Claims of the Customer for damages or reimbursement of futile expenses shall also in the case of defects only exist in accordance with Part 10 of these GTSD and shall otherwise be excluded.


Part 9 Product information, Further processing of Products and Recalls

(1) We shall inform the Customer about our Products within the scope of our statutory duties to provide information. In addition, the Customer shall receive, upon request, all information available to us about the Products distributed by us. In particular, we shall inform the Customer comprehensively about the suitability and intended use of our Products upon request.

(2) Our Products are generally intended for professional use only (commercial or industrial). If the Customer wishes to sell these Products himself/herself or via retail trade to end consumers, he/she must obtain information from us in advance as to whether the Products are suitable for unrestricted use by end consumers. If, in individual cases, our Products are expressly intended for the leisure sector (end consumers), they are also only suitable for this sector.

(3) Further processing of our Products is only permissible within the scope of their suitability and in consideration of their intended use. This applies in particular to body protection and occupational safety Products which comply with certain standards, certifications or other technical specifications which also apply to further processing of the Products. In case of doubt, the Customer is obliged to obtain information from us as to whether the intended further processing is permissible.
Otherwise, we shall not be liable for the fact that our Products due to further processing no longer comply with a certain standard, certification, other technical specification, or the agreed quality in any other way.
For the purpose of clarification, we also point out that the Customer shall be excluded from all rights concerning defects if he/she starts or continues further processing of the Products despite a defect for which he/she is obliged to give notice of defect in accordance with Part 8 para. 3 of these GTSD. In this respect, we shall, in particular, not be liable for the futile further processing costs of the Customer. The statutory provisions on contributory negligence shall remain unaffected.

4) In the event of product recalls for reasons of product safety, the Customer shall support us to an appropriate and reasonable extent.


Part 10 Liability


(1) Unless otherwise stipulated in these GTSD including the following provisions, we shall be liable for a breach of contractual and non-contractual obligations in accordance with the relevant statutory provisions.

(2) We shall have unlimited liability for damages - irrespective of the legal grounds - in the event of intent and gross negligence. In the case of simple negligence, we shall only be liable
a) for damages resulting from injury to life, body or health,
b) for damages resulting from the breach of an essential contractual obligation (obligation, the fulfilment of which enables the proper execution of the contract in the first place and upon the observance of which the contractual partner regularly relies and may rely); in this case, however, our liability shall be limited to compensation for the foreseeable, typically occurring damages.

(3) The limitations of liability resulting from Part 10 para. 2 shall also apply to third parties and to breaches of duty by persons for whose culpability we are responsible in accordance with statutory provisions. These shall not apply insofar as a defect has been fraudulently concealed or a guarantee for the quality of the Products has been assumed, and for claims of the Customer under the Product Liability Act.  

(4) The Customer may only withdraw from or terminate the contract due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty. A free right of termination of the Customer (in particular according to Sections 650, 648 BGB) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.


Part 11 Limitation

(1) Notwithstanding Section 438 para. 1 no. 3 BGB, the general limitation period for claims arising from
material defects and defects of title shall be one year from delivery. If acceptance has been agreed, the limitation period shall commence upon acceptance.

(2) The above limitation periods of the law on sales shall also apply to contractual and non-contractual claims for damages by the Customer based on a defect of the Products, unless the application of the regular statutory limitation period (Sections 195, 199 BGB) would lead to a shorter limitation period in the individual case. Claims for damages by the Customer pursuant to Section 10 para. 2 sentence 1 and sentence 2 lit. (a) as well as pursuant to the Product Liability Act (Produkthaftungsgesetz - ProdHaftG) shall become time-barred exclusively in accordance with the statutory limitation periods.


Part 12 Advertising and Copyright


(1) In the event that the Customer redistributes our Products, the Customer undertakes to advertise the Products only in an appropriate form. It is pointed out to the Customer that incorrect property-related advertising may, under certain circumstances, give rise to warranty claims against us by third parties. The Customer hereby undertakes to indemnify us against the consequences of such advertising and to compensate us for any damage incurred by us as a result of the breach of this obligation.

(2) The above obligation shall not apply if images or texts provided by us are used for advertising with our express prior consent.

(3) We shall be entitled to the copyright or right of use to our advertising materials provided as well as to our catalogue or parts thereof (in particular illustrations). The Customer shall only be entitled to use these sources with our express prior consent, without having any independent rights to them. The consent may be revoked at any time. Insofar as the revocation is not based on a breach of duty by the Customer, the revocation shall only be effective for the future.


Part 13 Force majeure


(1) "Force majeure" means the occurrence of an event or circumstance that prevents a party from performing one or more of its contractual obligations under the contract if and to the extent that the party affected by the impediment proves that (a) such impediment is beyond its reasonable control, (b) it was not reasonably foreseeable at the time of the conclusion of the contract, and (c) the effects of the impediment could not reasonably have been avoided or overcome by the affected party.
 
(2) In the absence of proof to the contrary, the following events affecting a party shall be presumed to meet the requirements under subparagraphs (a) and (b) of paragraph (1): (i) war (declared or undeclared), hostilities, attack, acts of foreign enemies, large-scale military mobilization; (ii) civil war, riot, rebellion and revolution, military or other seizure of power, insurrection, acts of terrorism, sabotage or piracy; (iii) monetary and trade restrictions, embargo, sanctions; (iv) lawful or unlawful official acts, compliance with laws or government orders, expropriation, seizure of works, requisition, nationalization; (v) plague, disease (including epidemics and pandemics) to the extent that a hazard level of at least "moderate" is established by the Robert Koch Institute, natural disaster or extreme natural event; (vi) explosion, fire, destruction of equipment, prolonged failure of transportation, telecommunications, information systems or power; (vii) general labour unrest such as boycotts, strikes and lockouts, slowdowns, occupation of factories and buildings.

(3) A party who successfully invokes this clause shall be relieved of his/her duty to perform his/her contractual obligations and of any liability for damages or any other contractual remedy for breach of contract from the time the impediment makes it impossible for him/her to perform; provided that such notice is given promptly. If the notification is not made without delay, the release shall take effect from the time the notification reaches the other party. If the effect of the asserted impediment or event is temporary, the consequences previously set forth shall apply only for the period of time for which the asserted impediment prevents performance of the contract by the affected party. The contract may be terminated by either party if the duration of the impeding event exceeds 30 days from the date to be determined in accordance with sentence 1.


Part 14 Data storage


The Customer expressly agrees that we may store and process his/her data by computer, insofar as this is necessary for business purposes and permissible within the framework of the German data protection regulation (Datenschutz-Grundverordnung - DSGVO) and the German federal data protection act (Bundesdatenschutzgesetz – BDSG).


Part 15 Choice of law, place of jurisdiction and place of performance

 
(1) If the Customer is a merchant, a legal entity under public law or a special fund under public law, our place of business shall be the place of jurisdiction for all disputes arising from or in connection with this contractual relationship; however, we shall also be entitled to sue the Customer at the court of his/her place of residence.
 
(2) The law of the Federal Republic of Germany shall apply; the UN Convention on Contracts for the International Sale of Goods shall not apply.

(3) Unless otherwise stated in the order confirmation, our place of business shall be the place of performance.


February 01, 2021


Your cookie settings
[Datenschutzhinweise]
Name Description Duration
In this cookie we save your cookie preferences 1 month
Contains the shop session ID. Your shopping cart content is saved via the session ID. The session ID also links her login status (and her user account in the logged-in state) 1 year
Current Shop Currency 1 month
Current Shop Session ID 1 month
Name Description Duration
GoogleAnalytics Cookies of the current Session max. 2 days