General terms and conditions

of the company Gebr. Hönscheid e.K.:
(legalised through VDMA at the Federal Cartel Office.)

I. Offer:
The documents related to the offer such as illustrations, drafts, weight and measurement specifications are only approximately authoritative unless they are exclusively designated as binding. The company Gebr. Hönscheid e.K. (supplier) reserves all ownership rights and copyrights regarding estimate of costs, drafts and other documents; they are not to be made accessible to other parties. The supplier is obliged to make plans which are designated confidential accessible to other parties only with the approval of the purchaser.

II. Scope of delivery:
The written confirmation of the company Gebr. Hönscheid e.K. is decisive in case of an offer on part of the supplier with timely binding and timely acceptance of the offer provided that no timely order confirmation is present. Collateral agreements and modifications require the written confirmation of the supplier.

III. Prices and Payment:
1. All prices are non-binding prices in Euros, packaging excluded. VAT in the respective statutory amount is extra.
2. From a net order value of 500 Euros, the delivery of steel winches is free buyer's address, in the case of deliveries abroad, free German border. In case of a net order value up to 500 Euros, the delivery is ex works.
3. Spare parts are generally delivered ex works, resp. the delivery occurs via parcel services at extra cost. 
4. The company Gebr. Hönscheid e.K. reserves its rights to bill the prices valid on the day of delivery. 
5. Steel winches and other devices are payable within 10 days starting billing date with a 2% trade discount deduction or within 30 days strictly net. Invoices for spare parts and repairs are payable within 10 days strictly net.

IV. Delivery time:
1. The period of delivery begins with the sending of the acceptance of order, however not before delivery of the documents, permits and approvals are obtained by the purchaser and receipt of an agreed-upon down payment.
2. The delivery period is complied with if the delivery item has left the works up until its expiration or the readiness for dispatch has been communicated. 
3. The delivery time is extended proportionately regarding actions in the context of labour disputes, especially strikes and lock-outs and also when unexpected hindrances occur which lie beyond the will of the supplier, insofar such hindrances are of considerable influence regarding completion or delivery of the delivery item. This also applies when the circumstances occur at subcontractors. The supplier is also not to be made liable for aforementioned circumstances if they occur during an already existing delay. Beginning and ending of such hindrances will be communicated to the purchaser in important cases asap.
4. If the purchaser experiences damage which is caused by a delay that occurred through fault of the supplier then it is entitled to demand a compensation for delay. For every full week of delay it is ½ percent but in total maximum 5 percent of the value of the parts of the complete delivery which could not be used timely or contract-compliant due to the delay. Further damages will only be substituted in cases of paragraph IX.5.
5. If delivery is delayed by request of the purchaser it will be billed with costs resulting from storage at the suppliers works, not less than ½ percent of the invoice total for every month starting one month after indication of readiness of dispatch. However, after setting and expiration of an adequate unsuccessful deadline the supplier is entitled to dispose of the delivery item otherwise and to supply the purchaser within an adequate prolonged deadline.
6. Compliance with the delivery period requires the purchaser's compliance with contractual obligations. 

V. Transfer of risk and receipt:
1. Risks are transferred to the purchaser latest with dispatch of the delivery items also when partial delivery takes place or the supplier has taken on other tasks such as shipping and handling or delivery and installation. If required by the purchaser the supplier will insure the delivery items against theft, breakage, damage in transit, damage by fire and water damage as well as other insurable risks at the expense of the purchaser.
2. If delivery is delayed through circumstances which the purchaser is to be liable for then the risks are transferred to the purchaser starting with the day of readiness of dispatch; still the supplier is obliged to effectuate the insurances claimed by the purchaser at the expense of the purchaser.
3. Irrespective of the rights resulting from paragraph VII, delivered items are to be accepted by the purchaser even if they exhibit minor defects. 
4.  Partial deliveries are permissible.

VI. Reservation of proprietary rights:
1. The company Gebr. Hönscheid e.K. retains ownership of the products which are delivered with retention of title (goods subject to retention of title) until all claims resulting from the business relation, also from posterior agreements irrespective of legal basis including all contingent liabilities (payment by cheque, payment by note) are paid.
2. The purchaser is entitled to further process and dispose the goods in the orderly course of business as long as it is not in default with the company Gebr. Hönscheide e.K. and it does not stop payment. In detail the following applies:
2.1: Process or reshaping of the goods subject to retention of title take place for the supplier as the producer in terms of § 950 German Civil Code without committing ourselves. Through processing or reshaping of the goods subject to retention of title the purchaser does not acquire ownership of the new product in terms of § 950 German Civil Code. If the subject to retention of title is processed, mixed, blended or combined with other items, the company Gebr. Hönscheid e.K. acquires co-ownership of the new item that corresponds to the proportion of the invoice value of the subject to retention of title to the total value. The current regulations for goods subject to retention of title respectively apply to the co-ownership share resulting through aforementioned regulations.
2.2: Herewith the purchaser conveys the claims resulting from resale or other transactions with all ancillary rights to the company Gebr. Hönscheid e.K. namely proportionately insofar, as the good is processed, mixed or blended and the company Gebr. Hönscheid e.K. has acquired co-ownership to the amount of the invoice value. Insofar as the goods subject to retention of title are processed, mixed or blended, the supplier is entitled to a respective fractional claim in the proportion of the invoice value of the goods subject to retention of title to the invoice value of the item of the respective claim resulting from the resale from this cessation. If the purchaser resells the goods subject to retention of title together with other items which were not delivered by the company Gebr. Hönscheid e.K. the purchaser herewith conveys a fraction of the claims resulting from the resell amounting to the invoice value of the goods subject to retention of title to the supplier. If the purchaser has sold these claims within real factoring then it herewith conveys the claims superseding to the factor to the company Gebr. Hönscheid e.K. If the claim resulting from the resell through the purchaser is placed in a current account relations with his recipient, the purchaser herewith conveys its claims from the current account relations amounting to the invoice value of the goods subject to retention of title to the supplier. The company Gebr. Hönscheid e.K. herewith accepts the above mentioned cession.
The purchaser is only entitled to resell if it also reserves the right to ownership until full payment of its claims resulting from the resell.
2.3: Up to the time of our revocation the purchaser is entitled to collection of the claims assigned to the supplier.  The direct debit authorization expires through cancellation which occurs at default of payment by the purchaser or cessation of payment of the purchaser. In this case the company Gebr. Hönscheid e.K. is authorized by the purchaser to inform the acceptor of the cessation and to collect the claims itself. By request the purchaser is obliged to transmit to the supplier an exact summary of the claims which the purchaser is entitled to including the names and addresses of the acceptors, the amount of the respective claims, invoice date etc. and to issue all necessary information and documents for the assertion of the reported claims to the company Gebr. Hönscheid e.K. and to permit the verification of these references. 
2.4: Payments from ceded claims that are received by the purchaser are to be stored separately until transfer to the supplier. 
1. Bailment or transfer by way of security of the goods subject to retention of title or of the cede claims are not permitted. Distraint, confiscation or other acts of disposal through third parties are to be communicated to the company Gebr. Hönscheid e.K. immediately stating the name of the seizure creditor.
2. If the feasible value of the covering entitled to the supplier exceeds the total claim of the company Gebr. Hönscheid e.K. against the purchaser by more than 10% then the supplier is obliged to release by request of the purchaser.
3. In case of delayed payment or cessation of payment on part of the purchaser, the supplier is entitled to withdraw the goods subject to retention of title under further legal prerequisites. The company Gebr. Hönscheid e.K. can supply itself from the withdrawn goods subject to retention of title free hand.
4. The purchaser stores the goods subject to retention of title for the supplier free of charge. It is to ensure it against the usual risks such as fire, theft and water within the normal scale. The purchaser herewith conveys its compensation claim which result through damages of the mentioned kind against insurers or other substitutional liable persons to the supplier to the amount of the claims. The company Gebr. Hönscheid e.K. accepts this cession.

VII. Liability for flaws of the delivery:
The supplier is liable for flaws of the delivery which includes missing features that were explicitly guaranteed, further claims are excluded irrespective of paragraph IX as follows:
1. All parts that, within 6 months of initial operation, due to a circumstance which occurred before the transfer of risks, prove to be unemployable or if their usability proves to be not insubstantially damaged ― especially if due to faulty construction, corrupt material or poor workmanship ― are to be repaired or delivered anew free of charge when reasonably seen fit by the supplier.
If delivery, installation or initial operation is delayed independent of negligence of the supplier, then the liability expires latest 12 months after transfer of risks.
1. In all cases the right of the purchaser to enforce claims due to defects from the moment of the timely objection lapses within 6 months, yet earliest with expiration of the warranty period.
2. There will be no warranty for damages which occur through the following causes: improper or faulty application, inaccurate installation respectively start up through the purchaser or a third party, natural abrasion, improper or negligent treatment, inaptly operating material, substitute material, faulty construction work, improper foundation, chemical, electrochemical or electric influences, insofar they are not to be made liable to the supplier.
3. For handling of all reparations and compensation deliveries as reasonably seen fit by the supplier, the purchaser is to give the supplier the necessary time and opportunity; otherwise the supplier is released from the liability of defects. Only in urgent cases of operating safety endangerment and avoidance of disproportional defects, in which case the supplier is to be informed immediately, or if the supplier is in default with the removal of the defect, the purchaser is entitled to dispose of the defect by himself or through a third party and to claim the necessary costs from the supplier.
4. Of the immediate costs resulting from the reparation respectively the compensation delivery ―insofar the claim proves to be justifiable ― the supplier bears the costs for the replacement including the delivery and the adequate costs for dismantling and installation, furthermore, if this can be fairly claimed in the individual case, the costs for necessary provision of assembler and assistants. Apart from that the purchaser bears the costs.
5. The warranty period for the replacement and the reparation constitutes three months; it ends at least on expiration of the original warranty period for the delivery item. The period for the liability of defects regarding the delivery item is prolonged by the duration of the interruption of operation caused by the rectification of the defect.
6. In case of an improper modification or repair work on part of the purchaser or a third party without prior approval of the supplier the warranty for the resulting consequences are nullified.
7. Further claims on the part of the purchaser especially compensation of damage claims which have not occurred on the delivery item itself, are excluded.
This disclaimer does not apply in case of intent, gross negligence on the part of the owner or executive employee, as well as in the case of culpable breach of contractual obligations.
In the case of culpable breach of contractual obligations the supplier is liable ― except in cases of intent and of gross negligence on the part of the owner or executive employee ― only for sensibly calculable damages, as per standard contract provisions. Further the disclaimer does not apply in cases in which according to Product Liability Law in case of defects of the delivery item damage to persons or material damage on privately used items is liable. It also does not apply in the case of missing features, which were explicitly guaranteed, if just the guarantee aimed to insure the purchaser against damages that did not occur on the delivery item itself.

VIII. Liability for accessory obligation
If through fault of the supplier the delivered item cannot be utilized contractually by the purchaser due to omitted or faulty conduct of advice or consultancy prior to or after conclusion of contract as well as other contractual accessory obligations ― especially instruction for handling and maintenance of the delivery item ― then the regulations of the paragraphs VII and IX apply to the exclusion of further claims on the part of the purchaser.

IX. Right of the purchaser to rescission, redhibitory action and other warranties of the supplier.
1. The purchaser can withdraw from a contract if the complete performance of transfer of perils becomes definitely impossible for the supplier. The same applies in case of inability of the supplier. The purchaser can also withdraw from the contact if during an order of similar items the issuing of one part of the delivery is made impossible regarding the quantity and he has a justified interest in declining a partial delivery; if this is not the case the purchaser can reduce the service in return respectively.
2. If failure to meet an obligation in terms of paragraph IV of the terms of delivery is at hand and the purchaser imparts the supplier in delay an adequate grace period explicitly explaining that it will refuse the delivery after this grace period and the period of grace is not abided by, then the purchaser is entitled to withdraw.
3. If impossibility occurs during default of acceptance or via fault of the purchaser then it is obliged to render service in return.
4. The purchaser is further entitled to withdraw from the contract if the supplier allows an adequate respite for reparation or compensation delivery regarding  a defect it is liable for in terms of the delivery specification to lapse unsuccessfully by own fault. The right to withdraw from the contract on part of the purchaser also exists in other cases of failure to repair or compensation delivery on part of the supplier.
5. Excluded are all other claims on part of the purchaser especially regarding cancellation or abatement as well as regarding compensation of damages which did not occur on the delivery item itself. This disclaimer does not apply in case of intent, gross negligence on the part of the owner or executive employee, as well as in the case of culpable breach of contractual obligations.
In case of culpable breach of contractual obligations the supplier is liable ― except in cases of intent and gross negligence on the part of the owner or executive employee ― only for sensibly calculable damages, as per standard contract provisions. Further the disclaimer does not apply in cases in which according to Product Liability Law in case of defects of the delivery item damage to persons or material damage on privately used items is liable. It also does not apply in the case of missing features, which were explicitly guaranteed, if just the guarantee aimed to insure the purchaser against damages that did not occur on the delivery item itself.

X. Conflicting purchase specifications
Delivery terms on part of the purchaser that conflict with the delivery terms of the supplier are non-committal for the company Gebr. Hönscheid e.K. in all parts even if they are based on the order.  This also applies if the supplier did not explicitly object.

XI. Data protection
In accordance with data protection law, the supplier points out that all customer-related and delivery-related data will be stored.

XII. Place of performance, jurisdiction and applicable law. 
1. Place of delivery and payment is Remscheid.
2. Jurisdiction for disputes of all kinds that directly or indirectly result from the delivery contract is Remscheid. The regulations of § 38 ZPO (Code of Civil Procedure) are deemed superior. 
3. The contractual relationship is subject to German law.