Terms of Service
1. General – scope
- The following conditions apply to the exclusion of any other terms and conditions, in particular the purchaser’s purchasing conditions for all business relationships. These conditions apply to all deliveries by Hagen Eckert Engineering AG, regardless of the legal nature of the contract on which the service is based. They therefore apply to sales contracts as well as to work contracts, work supply contracts and combined contracts.
- Individual agreements on the rights and obligations of the contracting parties take precedence over these conditions.
- All agreements made between Hagen Eckert Engineering AG and the customer for the purpose of executing the contract must be set down in writing.
- These conditions only apply to companies, legal entities under public law and special funds under public law.
- These conditions also apply to all future business between Hagen Eckert Engineering AG and the customer.
2. Offer, offer documents
- Our offer is subject to change unless otherwise stated in the order confirmation.
- Hagen Eckert Engineering AG reserves all rights, in particular property rights and copyrights, to illustrations, plans, draft work, drawings, calculations and other documents. They may only be made accessible to third parties with the written consent of Hagen Eckert Engineering AG. Hagen Eckert Engineering AG may only make documents designated by the customer as confidential accessible to third parties with his written consent.
- The customer may not disclose the business secrets of Hagen Eckert Engineering AG and Hagen Eckert Engineering AG affiliated companies that have become known to third parties. Hagen Eckert Engineering AG may not disclose the business secrets of the customer and its affiliates, which have become known to Hagen Eckert Engineering AG, to third parties.
3. Prices – terms of payment
- The agreed prices apply ex works. The customer bears the shipping costs including the costs of packaging, loading, stowing and unloading. The value added tax valid at the time of delivery is added to the prices.
- Tools, excess material, welding gas bottles and other aids are not part of the contract. They remain the property of Hagen Eckert Engineering AG.
- The agreed price is payable in cash without any deductions.
- If the purchaser exceeds the contractually agreed due dates, Hagen Eckert Engineering AG is entitled to demand due interest of 2% above the applicable Bundesbank discount rate, but at least 5% per year. The same applies in the event of late payment by the customer for the amount of the default interest to be paid.
- If Hagen Eckert Engineering AG becomes aware of circumstances after the conclusion of the contract that give rise to doubts as to the creditworthiness of the customer, Hagen Eckert Engineering AG can provide security services by providing a simple (irrevocable bank guarantee or bank guarantee with an unlimited term in the amount of the entire agreed upon (not payable on first request) Request price, return step by step against payment of the price owed.
- Hagen Eckert Engineering AG is entitled to increase the agreed price appropriately if, after the conclusion of the contract, there are cost increases, in particular due to collective bargaining agreements or material price increases. Hagen Eckert Engineering AG will prove this to the customer on request.
- Hagen Eckert Engineering AG is entitled to increase the agreed price appropriately if, after conclusion of the contract, the customer requests changes to the object of the contract and these cause additional effort. Hagen Eckert Engineering AG will prove the additional effort to the customer on request.
- The customer must, at his own risk and expense, credit the agreed price to one of the bank accounts specified by Hagen Eckert Engineering AG.
4. Delivery time
- The delivery period begins with the sending of the order confirmation and clarification of all technical questions, but not before the plans, documents, permits, permits to be procured by the customer have been provided and before an agreed down payment has been received.
- The performance owed by Hagen Eckert Engineering AG is rendered in good time if the subject of the contract has been properly sent by the end of the delivery period or if the customer has been informed that the goods are ready for dispatch.
- Delays or impossibility caused by force majeure do not give the customer any claims (in particular no claims for contractual penalties or damages) against Hagen Eckert Engineering AG. Force majeure within the meaning of this contract are all unforeseeable events or events that – even if they were foreseeable – are beyond the control of Hagen Eckert Engineering AG and the effects of which cannot be prevented by reasonable efforts by Hagen Eckert Engineering AG. These include Delayed performance of subcontractors / suppliers, war (declared or not), war-like condition, turmoil, revolution, sabotage, strikes, fire, floods, storm surges, general material shortages, transport-related delays, transport accidents, earthquakes, physical or artificial obstacles of any kind on the construction site / Production facility.
- In all cases of any kind of disability not caused by Hagen Eckert Engineering AG, Hagen Eckert Engineering AG is entitled to request an appropriate extension of delivery times and additional payments from the customer to compensate for additional services and / or costs.
- Adherence to the delivery period presupposes the timely and proper fulfillment of the contractual obligations of the customer.
- Partial deliveries from Hagen Eckert Engineering AG can only be rejected if the customer cannot be reasonably expected to accept them.
- If the purchaser is in default of acceptance or if he violates other duties to cooperate, Hagen Eckert Engineering AG is entitled to claim the damage incurred, including any additional expenses: In this case, the risk of accidental loss or accidental deterioration of the purchased item also arises at the time about the customer in which the customer is in default of acceptance.
5. Transfer of risk
- The risk of accidental loss and accidental deterioration of the object of the contract passes to the purchaser when the object of the contract is handed over to the first carrier.
This also applies if partial deliveries are made or if Hagen Eckert Engineering AG has additional costs, e.g. the shipping costs or other services, e.g. has taken on the transport, installation or assembly of the contractual object itself.
- If the object of the contract or parts thereof are ready for dispatch and the dispatch or delivery is delayed for reasons caused by the purchaser, the risk of accidental loss and accidental deterioration passes from the day of dispatch to the purchaser.
- If the customer so desires, Hagen Eckert Engineering AG will cover the delivery with transport insurance; the purchaser bears the costs incurred in this regard. Protective devices are only supplied with a corresponding agreement against payment.
- If the customer does not immediately accept the displayed readiness for dispatch of the delivery item, Hagen Eckert Engineering AG will store the goods at the customer’s risk and expense, as far as possible. This storage does not release the customer from his payment obligation, which arises with the time of provision.
6. Warranty for defects
- Hagen Eckert Engineering AG is liable to the purchaser that the object of the contract at the time the risk is transferred to the purchaser is not affected by errors that cancel out the value or the suitability for the normal use or the use required by the contract or reduce. An insignificant reduction in value or suitability is not an option. Hagen Eckert Engineering AG is also liable for the fact that the object of the contract has the guaranteed properties at the time the risk is transferred.
- Hagen Eckert Engineering AG is not liable for defects that have arisen for the following reasons:
Defects that are based on constructions specified or specified by the customer or on materials specified or specified or provided by the customer, including sample materials, unsuitable or improper use, incorrect assembly or commissioning by the customer or third parties, or on other supplies provided by the customer. Hagen Eckert Engineering AG is also not liable for wearing parts of the contractual object.
- If there is a defect in the purchased item for which Hagen Eckert Engineering AG is responsible, the customer initially only has the right to request rectification, whereby Hagen Eckert Engineering AG can choose between remedying the defect or delivering a replacement at its reasonable discretion. The expenses required for the purpose of reworking are borne by Hagen Eckert Engineering AG. Replaced parts become the property of Hagen Eckert Engineering AG.
- If the defective part is a product supplied by a third party, Hagen Eckert Engineering AG’s liability is initially limited to the assignment of liability claims to which Hagen Eckert Engineering AG is entitled against the third party. Hagen Eckert Engineering AG’s own liability is only revived after the purchaser has previously brought legal action against the third party.
- The customer is obliged to examine the subject of the contract immediately upon receipt and to inform Hagen Eckert Engineering AG of any recognizable defects. This immediate notification obligation also applies if a defect later becomes apparent. The purchaser’s warranty rights presuppose that the purchaser has properly complied with his obligations to inspect and give notice of defects according to §§ 377, 378 HGB. If the customer fails to do so, the subject matter of the contract shall also be deemed to have been accepted in view of the defect.
- If the customer does not accept the rework offered by Hagen Eckert Engineering AG in accordance with the contract, Hagen Eckert Engineering AG will be released from the rework and warranty obligation after setting and fruitless expiry of a grace perio.
- If Hagen Eckert Engineering AG is not ready or not in a position to remedy the defect / replacement delivery, in particular this is delayed beyond reasonable deadlines for reasons for which we are responsible or if the remedy of the defect / replacement delivery fails in any other way, the customer is entitled to choose to withdraw from the contract (change) or to demand a corresponding reduction in the purchase price.
- Hagen Eckert Engineering AG can refuse to remedy the defect if the customer does not meet the agreed payment obligations. An exception to this is a payment amount that corresponds to the amount of the required repair costs.
- Instead of rectification, the purchaser can demand compensation if the contractual object lacks an assured property at the time of the transfer of risk, provided that the assurance of the property should protect against consequential damage and the damage occurred is due to the absence of this property.
- Unless otherwise stated below, further claims by the purchaser – regardless of the legal reasons – are excluded.
- The customer is obliged to carefully observe the operating and operating instructions as well as the safety instructions from Hagen Eckert Engineering AG. In particular, the customer must follow the instructions of Hagen Eckert Engineering AG, how to use the object of the contract risk-free, which precautionary measures are to be taken regularly and in individual cases and which misuse should be avoided. If the purchaser violates this obligation, Hagen Eckert Engineering AG is not liable for the resulting damage.
- Hagen Eckert Engineering AG is not liable for damage caused by defects (including damage from loss of profit) or for damage that did not occur to the delivery item itself or consequential damage, regardless of the legal reason. The above limitation of liability does not apply if the cause of the damage is based on intent or gross negligence, but the obligation to pay compensation is limited to the foreseeable damage. Furthermore, it does not apply if the purchaser asserts claims for compensation for non-performance in accordance with sections 463, 480 (2) BGB due to the lack of a guaranteed property. This regulation does not apply to claims acc. §§1, 4 product liability law. The same applies in the event of initial inability or the impossibility to be represented. Insofar as the liability of Hagen Eckert Engineering AG is excluded or limited, this also applies to the personal liability of our employees, workers, employees, representatives and vicarious agents.
- Used machines are exempt from liability. Assurances regarding their nature and mode of operation are only effective under the proviso that they have been given to the best of the knowledge and belief or information of the previous owner.
- If no special stipulations (e.g. regulations, technical rules, standards or assessment groups) have been contractually agreed, general engineering practice applies to the execution of welds on pipes. (Pursuant to Art. 4 Para. 3 PED “Pressure equipment and assemblies, which at most reach the limit values according to Paragraph 1 letters a, b and c as well as Paragraph 2, must be designed and manufactured in accordance with good engineering practice in a Member State in order to guarantee this is that they can be used safely. “)
2. The Pressure Equipment Directive (PED 2014/68 / EU) and its harmonized standards are only relevant insofar as they are an explicit part of the contract.
8. Statute of limitations
- The limitation period for all defects-related claims is 6 months.
- The limitation period begins with the delivery of the object of the contract and, if Hagen Eckert Engineering AG has an assembly obligation, with the completion of the assembly. If the customer is in default of acceptance, the limitation period begins when the default of acceptance occurs.
As far as Hagen Eckert Engineering AG provides the customer with software, the following applies:
- Hagen Eckert Engineering AG grants the customer a simple right to use the software provided in accordance with Section 31 (2) of the Copyright Act. The customer only receives the right of use. Hagen Eckert Engineering AG remains the sole owner of all intellectual property rights with regard to the software at all times.
- The customer is only entitled to use the software provided to him on the subject of the contract.
- The customer is entitled to use the software provided for an indefinite period of time for the entire economic life of the contractual object.
- The customer is not entitled to transfer his right of use to third parties, in particular the customer is not authorized to distribute or rent the software and the associated documentation.
- Hagen Eckert Engineering AG is entitled to all property rights, copyrights and other industrial property rights to the software, updates and documentation. The same applies to changes and translations of the programs.
10. Retention of title
- Hagen Eckert Engineering AG retains title to the contractual item until the irrevocable, unconditional receipt of all payments owed by the customer. Up to this point, the purchaser is not entitled to encumber the object of the contract with a security interest (e.g. security property, lien, mortgage, land charge, etc.) or to resell it.
- The purchaser must immediately report attachments, seizures or other measures by third parties to the contractual object, handing over the documents necessary for an intervention to Hagen Eckert Engineering AG.
- As long as rights in favor of Hagen Eckert Engineering AG exist in the contractual object as described in number 1, Hagen Eckert Engineering AG is entitled, if the purchaser acts contrary to the contract, in particular if the property of Hagen Eckert Engineering AG is endangered, if the delivered goods are improperly handled Subject of the contract by the purchaser or, in the event of default in payment by the purchaser, to request the delivered object of the contract back after prior notice. If the customer does not comply with the request for return, Hagen Eckert Engineering AG personnel are inevitably entitled to the required number to enter the construction site / production site of the customer, to dismantle and take away the delivered object of the contract. If the subject of the contract is returned, there is no withdrawal from the contract, unless Hagen Eckert Engineering AG has expressly stated this in writing. The attachment of the contractual object by Hagen Eckert Engineering AG is always a withdrawal from the contract.
- After taking back the contractual object, Hagen Eckert Engineering AG is authorized to use it; the proceeds from the sale are to be offset against the liability of the purchaser – minus reasonable costs of sale.
- In the event that the subject of the contract is resold, with or without prior processing, which may only be carried out in the orderly course of business of the customer, Kraft hereby passes the processing of the purchase price requested by the customer to Hagen Eckert Engineering AG. The amount of this transfer of receivables is limited to the value (purchase price) of the object of the contract. In the event that the subject of the contract is resold, the purchaser is also obliged to reserve the right of ownership towards the third party until the purchase price has been paid in full.
- If the purchased item is inseparably mixed with other items not belonging to Hagen Eckert Engineering AG, Hagen Eckert Engineering AG acquires co-ownership of the new item in the ratio of the value of the purchased item to the other mixed items at the time of the mixing. If the mixing takes place in such a way that the customer’s item is to be regarded as the main item, it is agreed that the customer transfers proportional co-ownership to Hagen Eckert Engineering AG. The customer stores the resulting sole ownership or joint ownership for Hagen Eckert Engineering AG.
- The customer also assigns to us the claim to secure our claims against him, which arise from the connection of the purchased item with a property against a third party.
- Hagen Eckert Engineering AG undertakes to release the securities to which it is entitled at the request of the customer insofar as the value of our securities exceeds the claims to be secured by more than 20%; it is our responsibility to select the securities to be released.
11. Place of jurisdiction – place of performance
- For all disputes arising from and in connection with the contractual relationship, the place of business of Hagen Eckert Engineering AG is the exclusive place of jurisdiction if the customer is a registered trader, a legal entity under public law or a special fund under public law.
- However, Hagen Eckert Engineering AG is also entitled to sue the customer at his place of residence.
- The place of performance is the registered office of Hagen Eckert Engineering AG.