General Terms and Conditions
The general terms and conditions govern the conclusion of the contract, obligations of HLC Aviation GmbH and the user and the settlement of the contracts between the customer and HLC Aviation GmbH.
Seller
HLC Aviation GmbH
Rudolf-Diesel-Strasse 23
24558 Henstedt-Ulzburg
Germany
Telephone: +49 4193 750 86 -888
Fax: +49 4193 750 86 -7802
E-Mail: info@hlc-aviation.com
CEO: René Bouchard
Owner: Hans Brüchert
Register court: Amtsgericht Kiel
Registration number: HRB 16951KI
Sales tax identification number according to § 27 a
VAT Act: DE 298525215
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§ 1 Subject of the General Terms and Conditions of Business
1)The object of the General Terms and Conditions is the regulation of the contractual conditions for all contracts concluded by HLC Aviation GmbH (seller) with the customer (user). The General Terms and Conditions in the version valid at the time the contract is concluded shall apply in each case.
2)Terms and conditions of the contractual partner (hereinafter referred to as the Buyer) or third parties shall not apply, even if the Seller does not separately object to their validity in individual cases. Even if the Seller refers to a letter which contains or refers to the terms and conditions of the Buyer or of a third party, this shall not constitute an agreement with the validity of those terms and conditions.
§ 2 Offer to entrepreneurs
1)The Seller offers products exclusively to entrepreneurs who purchase the goods or services for their independent, professional or commercial activity or for their official or official activity. The Seller's offers are expressly not directed at consumers.
2)These General Terms and Conditions are to be interpreted from this point of view in particular.
§ 3 Offer and conclusion of the contract
1) all offers of the seller are subject to confirmation and non-binding, unless they are expressly marked as binding or contain a specific acceptance period. Offers and representations on our Internet pages do not represent binding contract offers, but only requests to the buyer to make an offer on his part on the basis of these representations.
2)The seller can accept orders or commissions within fourteen days of receipt.
3) the contract comes off either with written acceptance explanation of the salesman or with contribution of the achievement.
4) The legal relationship between the seller and the buyer shall be governed solely by the contract which is concluded in accordance with the offer / Internet offer of the seller or otherwise, including these General Terms and Conditions.
5) consultations and verbal promises of the seller before conclusion of this contract are legally non-binding. Verbal agreements of the contracting parties are replaced by the present contract, provided that it does not result in each case expressly from you that they continue to be binding.
6)With the exception of managing directors or authorised signatories, the employees of the seller are not entitled to make verbal agreements deviating from these General Terms and Conditions.
Information provided by the Seller on the subject matter of the delivery or service (e.g. weights, dimensions, utility values, load-bearing capacity, tolerances and technical data) as well as illustrations thereof (e.g. drawings and illustrations) are only approximate unless the usability for the contractually intended purpose requires exact conformity. They are not guaranteed characteristics, but descriptions or markings of the delivery or service.
7)Deviations customary in the trade and deviations which occur due to legal regulations or represent technical improvements, as well as the replacement of components by equivalent parts, are permissible provided that they do not impair the usability for the contractually intended purpose. For the rest, reference is made to § 8 No. 10.
8)the seller is entitled to affix his company text, his company logos as well as special product data to deliveries of all kinds, as far as in particular the services or the purpose of the contract are not affected.
9)the seller reserves the ownership or copyright to all offers and cost estimates made by him as well as to all drawings, illustrations, calculations, brochures, catalogues, models, tools and other documents and aids made available to the buyer. This shall also apply if these have been invoiced to the purchaser in whole or in part. The buyer may not make these objects accessible to third parties, disclose them, use them himself or through third parties or reproduce them without the express consent of the seller. At the Seller's request, he shall return these items to the Seller in their entirety and destroy any copies made if they are no longer required by him in the ordinary course of business or if negotiations do not lead to the conclusion of a contract.
§ 4 Prices
1)The prices shall apply to the scope of services and deliveries specified in the order confirmations or commercial letters of confirmation. Additional or special services shall be invoiced separately. Prices are quoted in EURO ex works, plus statutory value-added tax and, in the case of export deliveries, plus customs duties, fees and other public charges.
2)Product prices do not include disposal costs or licence fees for sales packaging. A reduction of the invoice is not permitted. If the buyer is obliged by law to have the products purchased from the seller licensed, he is responsible for carrying out the licensing process and for the fees to be paid.
3)If the agreed delivery is to take place more than four months after conclusion of the contract, the Seller's prices valid at the time of delivery shall apply.
4)Additional costs resulting from order changes after the customer has already approved production templates shall be charged to the customer in addition, including any costs for machine downtime.
§ 5 Payment / obligation of the buyer to pay damages in the event of non-performance
1)Unless otherwise agreed in writing, invoice amounts are to be paid within 30 days without any deduction or within 8 days with a 2% discount, unless the default occurs earlier due to a reminder. The date of receipt by the Seller shall be decisive for the date of payment. Cheques shall not be considered as payment until they have been cashed. If the buyer does not pay by the due date, interest shall be charged on the outstanding amounts from the due date.
2)Interest on arrears amounts to 6%. The assertion of higher interest rates and further damages in the event of default shall remain unaffected.
3)For each reminder € 10.00 reminder fees will be charged.
4)The set-off with counterclaims of the buyer or the retention of payments because of such claims is only permissible, as far as the counterclaims are undisputed or legally determined.
5)The Seller shall be entitled to execute or render outstanding deliveries or services only against advance payment or provision of security if, after conclusion of the contract, it becomes aware of circumstances which are suitable to significantly reduce the creditworthiness of the Buyer and which endanger the payment of the outstanding claims of the Seller by the Buyer from the respective contractual relationship (including from other individual orders to which the same framework contract applies).
6)In the case of invoicing by kilo, gross shall be charged for net. This applies in particular to roll goods for which cores and packaging cannot be removed.
7)If the deduction of a discount has been agreed within a certain period of time, this shall refer to the value of the goods and shall only be granted if all payment obligations, including those from earlier deliveries, have been fulfilled in full.
8)Should the seller withdraw from the contract due to default in payment or other reasons for which the buyer is responsible, the claim for damages for non-performance shall amount to 20% of the order value, unless the seller can prove higher damages. The buyer can prove that no damage or less damage has occurred. Claims for damages shall also arise in the event of further breaches of contract, cf. §6 No. 8 and 10.
§ 6 Delivery and delivery time
1)Deliveries are made ex works.
2)Without prejudice to the Seller's rights arising from the Buyer's default, the Seller may demand from the Buyer an extension of delivery and performance periods or a postponement of delivery and performance dates by the period in which the Buyer fails to meet its contractual obligations towards the Seller.
3)Seller shall not be liable for the impossibility of delivery or for delays in delivery caused by force majeure or other events unforeseeable at the time of conclusion of the contract (e.g. breakdowns of any kind, difficulties in procuring materials or energy, delays in transport, strikes, lawful lockouts, shortages of labour, energy or raw materials, difficulties in obtaining necessary official permits, official measures or the failure to receive supplies from suppliers in due time or incorrectly) for which Seller is not responsible. Insofar as such events substantially impede or render impossible delivery or performance by the Seller and the impediment is not only of a temporary nature, the Seller shall be entitled to withdraw from the contract. In the event of hindrances of a temporary nature, the delivery or service deadlines shall be extended or the delivery or service dates postponed by the period of the hindrance plus a reasonable start-up period. If acceptance of the delivery or service is unreasonable for the Buyer as a result of the delay, the Buyer may withdraw from the contract by immediate written declaration to the Seller.
4)The Seller shall be entitled to make partial deliveries, in particular if the partial delivery can be used by the Buyer within the scope of the contractual purpose, the delivery of the remaining ordered goods is ensured and the Buyer does not incur any considerable additional costs or expenses as a result (unless the Seller declares its willingness to bear these costs).
5)If the Seller is in default with a delivery or service or if a delivery or service becomes impossible for the Seller for whatever reason, the Seller's liability shall be limited to damages in accordance with § 10 of these General Terms and Conditions.
6)Disposable packaging shall not be taken back and shall not entitle to a reduction of the invoice.
7)If the customer is in default with the delivery of files, sketches, data or similar, to the delivery of which he is contractually obliged, the seller is entitled after setting a deadline to withdraw from the contract and claim damages for non-performance according to §5 No. 9. The same applies if the protective rights to the data etc. to be supplied are not held by the buyer and the latter does not prove them even after setting a corresponding deadline. Otherwise § 9 applies.
8)Contracts with agreed partial deliveries (call-off orders) oblige the purchaser to accept the entire call-off quantity no later than nine months after conclusion of the contract, unless a delivery or call-off at another time has been agreed.
9)If no call-offs are made or call-offs are not made on time, the Seller shall be entitled, after setting a reasonable deadline, to invoice partial quantities, in particular to assert storage costs for damage caused by delay or to withdraw from the contract and to assert claims for damages in accordance with §5 No. 9.
10)In the case of the delivery of palletized goods, the Purchaser shall return to the Seller, concurrently with the delivery, the same number of equivalent pallets which it has received or replace their value. The Seller shall keep a pallet account for the Buyer in accordance with the shipping documents receipted by the Buyer for the purpose of invoicing pallet traffic. All pallets not returned or returned damaged shall be invoiced to the Purchaser.
§ 7 Place of performance, dispatch, packaging, transfer of risk, acceptance
1)Place of performance for all obligations arising from the contractual relationship is Henstedt-Ulzburg.
2)The mode of dispatch and packaging are subject to the dutiful discretion of the seller, unless otherwise agreed.
3)The risk shall pass to the purchaser at the latest when the delivery item is handed over (whereby the start of the loading process shall be decisive) to the forwarding agent, carrier or other third party appointed to carry out the shipment. This shall also apply if partial deliveries are made or if the Seller has undertaken other services (e.g. machine installation, instruction, dispatch or installation). If dispatch or handover is delayed as a result of circumstances for which the Buyer is responsible, the risk shall pass to the Buyer from the day on which the Seller is ready for dispatch and has notified the Buyer accordingly.
4)Storage costs after transfer of risk shall be borne by the buyer. In the case of storage by the Seller, the storage costs shall amount to 0.25% of the invoice amount of the delivery items to be stored (at least EUR 2.00 per pallet) per expired week. We reserve the right to assert and prove further or lower storage costs.
5)The consignment will only be insured by the seller against theft, breakage, transport, fire and water damage or other insurable risks at the express request of the buyer and at his expense.
6)If acceptance is to take place, the object of sale shall be deemed to have been accepted when the delivery has been completed and the Seller has informed the Buyer of this with reference to the fiction of acceptance pursuant to § 7 (6) and requested acceptance, or twelve working days have elapsed since delivery or the Buyer has commenced use of the object of sale and in this case six working days have elapsed since delivery, and the Buyer has omitted acceptance within this period for reasons other than a defect notified to the Seller which makes use of the object of sale impossible or substantially impairs it.
7)The Purchaser shall check the conformity of the delivered goods with the contract as well as the preliminary and intermediate products sent for correction and inform the Seller whether these are in order, ready for printing or ready for production. The risk of any errors in this regard shall pass to the customer with the declaration of readiness for printing or production, unless these are errors which only arise in the subsequent production process.
§ 8 Warranty
1)The warranty period shall be one year from delivery or, if acceptance is required, from acceptance or, in the case of machines, at the latest from commissioning.
2)The delivered items must be carefully inspected immediately after delivery to the purchaser or to a third party designated by the purchaser. They shall be deemed approved if the Seller has not received in writing a notice of defect with regard to obvious defects or other defects which were recognisable in an immediate, careful inspection within seven working days of delivery of the delivery item, or otherwise within seven working days of discovery of the defect or the time at which the defect was recognisable to the Buyer during normal use of the delivery item without closer inspection. If a defect is notified, the delivery item complained of shall be returned to the Seller carriage paid at the Seller's request unless the Seller arranges for collection. In the event of a justified notice of defects, the Seller shall reimburse the costs of the most favourable dispatch route, provided that the Buyer has arranged for and paid for the return; this shall not apply if the costs increase because the delivery item is located at a place other than the place of intended use. If it turns out that the designated defect is not present or the seller is not responsible for the defect, the buyer is obliged to reimburse the seller for all costs in connection with the unjustified complaint.
3)Such damage, which was externally recognisable when the goods were accepted, must be reported immediately to the carrier or freight forwarder and noted in writing on the shipping documents.
4)In the case of material defects of the delivered goods, the seller is initially obliged and entitled to repair or replace the goods at his discretion within a reasonable period of time. In the event of failure, i.e. impossibility, unreasonableness, refusal or unreasonable delay of the rectification or replacement delivery, the Buyer may withdraw from the contract or reduce the purchase price accordingly.
5)If a defect is based on the fault of the seller, the buyer can claim damages under the conditions specified in § 10.
6)In the event of defects in components from other manufacturers which the Seller cannot remedy for licensing or actual reasons, the Seller shall, at its discretion, assert its warranty claims against the manufacturers and suppliers for the Buyer's account or assign them to the Buyer. Warranty claims against the Seller for such defects shall only exist under the other conditions and in accordance with these General Terms and Conditions if the judicial enforcement of the aforementioned claims against the manufacturer and supplier was unsuccessful or is futile, for example due to insolvency. During the duration of the legal dispute, the statute of limitations of the relevant warranty claims of the Buyer against the Seller shall be suspended.
7)The warranty does not apply if the purchaser changes the delivery item or has it changed by third parties without the consent of the seller and the removal of the defect is thereby made impossible or unreasonably difficult. In any case, the Buyer shall bear the additional costs of remedying the defect incurred as a result of the change.
8)A delivery of used items agreed with the buyer in individual cases shall be made to the exclusion of any warranty.
9)The print quality of continuously applied recycling signs does not constitute a reason for complaint.
10)Production-related deviations with regard to dimensional accuracy and delivery quantity are not grounds for complaint according to the provisions of the respective inspection and evaluation clauses of the GKV (Gesamtverband Kunststoffverarbeitender Industrie) and the paper and cardboard industry.
The seller shall endeavour to comply with the order quantities in the case of articles specially manufactured at the customer's request, but excess or short deliveries must be accepted to the following extent:
For polyethylene products
up to 500 kg. +/- 20 %
+/- 10 %
For paper and cardboard articles
+/- 25 %
up to 3,000 ..................................................................................................................... +/- 20 %
over 3.000 pieces ...................................................................................................... +/- 15 %
For all other articles
+/- 10 %
§ 9 Property rights
1)The Seller warrants in accordance with this § 9 that the delivery item is free from industrial property rights or copyrights of third parties. Each contracting party shall immediately notify the other contracting party in writing if claims are asserted against it due to the infringement of such rights.
2)In the event that the delivery item infringes an industrial property right or copyright of a third party, the Seller may, at his discretion, modify or exchange the delivery item in such a way that no rights of third parties are infringed, but the delivery item continues to fulfil the contractually agreed functions. Any claims for damages by the Seller are subject to the restrictions of § 10 of these General Terms and Conditions. Otherwise, §6 No. 8 shall apply to the Purchaser's specifications.
3)The buyer alone bears the responsibility for the products ordered by him. If patent, licence or copyright rights are infringed when the order is placed, the purchaser shall be fully liable and shall indemnify the seller against all claims of third parties. If third parties claim the infringement of industrial property rights, the Seller shall be entitled to suspend production until a court decision has been made or to withdraw from the contract. If the production is delayed, a price adjustment according to § 4 No. 3 is possible. The Seller shall not be obliged to examine possible infringements of industrial property rights by third parties in the event of specifications by the Buyer.
4)In the event of infringements of rights by products of other manufacturers supplied by the Seller, the Seller shall, at its option, assert its claims against the manufacturers and sub-suppliers for the account of the Buyer or assign them to the Buyer. In these cases, claims against the Seller pursuant to this § 9 shall only exist if the judicial enforcement of the aforementioned claims against the manufacturers and sub-suppliers was unsuccessful or is futile, for example due to insolvency. In any case §10 shall apply.
§ 10 Seller's liability for damages due to culpa in contrahendo
1) The Seller's liability for damages, for whatever legal reason, in particular impossibility, delay, defective or incorrect delivery, breach of contract, breach of duties during contract negotiations and tort, shall be limited in accordance with the provisions of this § 10 to the extent that this depends on culpability.
2) The Seller shall not be liable for simple negligence of his organs, legal representatives, employees or other vicarious agents; in the case of gross negligence of his non-executive employees or other vicarious agents insofar as it is not a violation of essential contractual obligations. Essential to the contract are the obligation to timely delivery and installation free of defects as well as obligations to provide advice, protection and care, which are intended to enable the purchaser to use the delivery item in accordance with the contract or to protect the life and limb of the purchaser's personnel or third parties or the property of the purchaser from considerable damage.
3) As far as the seller is liable for damages according to §10 No. 2, this liability is limited to damages which the seller foresaw as a possible consequence of a breach of contract at the time of the conclusion of the contract or which he should have foreseen, taking into account the circumstances which were known to him or should have been known to him, if he had exercised customary care.
4) In the cases of this §10 No. 3, indirect damages and consequential damages resulting from defects of the delivery item shall only be eligible for compensation if such damages are typically to be expected when the delivery item is used as intended.
5) In the event of liability for simple negligence, the Seller's liability for damages to property or personal injury is limited to an amount of EUR 10,000.00 per claim, even if it is a breach of essential contractual obligations.
6) The above exclusions and limitations of liability shall apply to the same extent in favour of the organs, legal representatives, employees and other vicarious agents of the Seller.
7) Insofar as the seller provides technical information or acts in an advisory capacity and this information or advice does not form part of the contractually agreed scope of services owed by him, this shall be done free of charge and to the exclusion of any liability.
8)The limitations of this § 10 shall not apply to the Seller's liability for intentional conduct, for guaranteed characteristics, for injury to life, limb or health or in accordance with the Product Liability Act.
§ 11 Retention of title
1)The retention of title agreed below serves to secure all existing current and future claims of the Seller against the Purchaser arising from the supply relationships existing between the contractual partners from this contractual relationship (including balance claims from a current account relationship limited to this supply relationship).
2)The goods delivered by the Seller to the Buyer shall remain the property of the Seller until all secured claims have been paid in full. The goods as well as the goods covered by the retention of title which take their place in accordance with this clause shall hereinafter be referred to as goods subject to retention of title.
3)The Buyer shall store the reserved goods free of charge for the Seller.
4)The Buyer shall be entitled to process and sell the reserved goods in the ordinary course of business until the event of utilisation §11 No. 9 occurs. Pledges and transfers by way of security are not permitted.
5)If the reserved goods are processed by the buyer, it is agreed that the processing is carried out in the name and for the account of the seller as manufacturer and that the seller directly acquires the ownership or - if the processing is carried out from materials of several owners or the value of the processed object is higher than the value of the reserved goods - the co-ownership (fractional ownership) of the newly created object in the ratio of the value of the reserved goods to the value of the newly created object. In the event that no such acquisition of ownership should occur at the seller, the buyer already now transfers his future ownership or - in the above ratio - co-ownership of the newly created object to the seller as security. If the reserved goods are combined or inseparably mixed with other items to form a uniform item and if one of the other items is to be regarded as the main item, the Seller shall transfer to the Buyer, to the extent that the main item belongs to the Seller, the proportionate co-ownership of the uniform item in the proportion stated in sentence 1.
6)In the event of resale of the goods subject to retention of title, the Buyer hereby assigns to the Seller, by way of security, the resulting claim against the purchaser - in the event of co-ownership of the Seller in the goods subject to retention of title, proportionate to the co-ownership share - to the Seller. The same applies to other claims which take the place of the reserved goods or otherwise arise with regard to the reserved goods, such as insurance claims or claims arising from tort in the event of loss or destruction. The Seller revocably authorises the Buyer to collect the claims assigned to the Seller in his own name for the account of the Seller. The seller may only revoke this direct debit authorisation in the event of realisation.
7)If third parties have access to the reserved goods, in particular by seizure, the buyer shall immediately inform them of the seller's ownership and inform the seller thereof in order to enable him to enforce his ownership rights. If the third party is not in a position to reimburse the Seller for the judicial or extrajudicial costs incurred in this connection, the Buyer shall be liable to the Seller for such costs.
8)The Seller shall release the goods subject to retention of title as well as the items or claims replacing them at his discretion upon request, insofar as their value exceeds the amount of the secured claims by more than 50%.
9)If the seller withdraws from the contract in case of breach of contract by the buyer - in particular default in payment - he shall be entitled to demand the return of the reserved goods.