HEROSE GMBH Armaturen und Metalle
Elly-Heuss-Knapp-Strasse 12
D 23843 Bad Oldesloe
Germany
Telephone: +49 4531 / 509 - 0
Telefax: +49 4531 / 509 - 120
E-Mail: info@herose.de
Internet: www.herose.de

President: Dipl.-Kfm. W. W. Zschalich
Registration Office: Amtsgericht Bad Oldesloe
Register No.: HR B 1517

VAT Reg. No.
according to § 27 a Umsatzsteuergesetz: DE 118564125

Liability note: Though carefully supervised we will not take any responsibility for the contents of external links. The responsibility for the contents bears exclusively to the providers of the linked pages.

Bank Details:
 
HSH Nordbank
BLZ 210 500 00
Account No. 530 520 10
IBAN: DE84 2105 0000 0053 0520 10
SWIFT: HSHNDEHH

HypoVereinsbank Hamburg
BLZ 200 300 00
Account No. 4008888
IBAN: DE89 2003 0000 0004 0088 88
SWIFT (BIC): HYVEDEMM300

Hamburger Sparkasse
BLZ 200 505 50
Account No. 1354 122754
IBAN: DE32 2005 0550 1354 1227 54
SWIFT (BIC): HASPADEHHXXX

Sparkasse Holstein
BLZ 230 522 40
Account No. 20 024

Commerzbank Hamburg
BLZ 200 400 00
Account No. 491444600

Postbank Hamburg
BLZ 200 100 20
Account No. 030 355 204


General Terms and Conditions for Sale 04/2009 for HEROSE GMBH

All sales contracts, contracts for work and materials and our offers made to our business partners (referred to hereinafter as “Purchaser”)are subject to the following provisions. Deviations from these terms and conditions are only binding for us if confirmed by us in writing. General conditions of purchase of the purchaser shall not apply.

1. Offer and Conclusion of Contracts
Our offers are not binding with regard to price, quantity, delivery date and possibility to deliver up to the receipt of our written order confirmation. Ancillary agreements are only valid if confirmed by us in writing.

2. Scope of Delivery
Our written confirmation is relevant for the contents of the contract. The delivery of a volume of 10 % more or less is allowed for goods not listed and described in our catalogues.

3. Delivery and Delivery time
The delivery time starts when all details of the order are clarified but not earlier than the purchaser has fulfilled all its contractual obligations to be performed up to then. The delivery time has been met if the delivery item has been dispatched by expiration thereof or, if delivery should be delayed for reasons  to do with the Purchaser, upon notification of readiness for dispatch within the agreed delivery term.
The right to obtain the goods duly and promptly shall be reserved.
Timely instalment deliveries of the agreed quantities shall be permissible and may be invoiced separately.
If discharge of the obligation to deliver is prevented by force majeure, strike or lock-out or the consequences thereof or any other events beyond our control ‑ irrespective of, whether occurred at us or at our subsuppliers ‑ the delivery terms shall be extended for the duration of the obstruction.
If we or the purchaser cannot reasonably be expected to honour the contract due to the delay in delivery, both parties shall be entitled to withdraw therefrom. In the event of delay or impossibility for which we are responsible, the purchaser shall be entitled to cancel the contract subject to the relevant legal provisions. Proven damage due to culpable delay in delivery will be compensated by 0.5 % for each complete week of delay but to an absolute maximum of 5 % of the value of that part of the whole delivery which cannot be used or taken into operation in time or according to the contract due to the delay.
If the purchaser wishes to delay the dispatch we are entitled to impose to him the costs for the storing of the goods but at least 1 % of the invoice amount for each month, beginning with the month after the receipt of the notification of the readiness for dispatch.

4. Prices
Our prices are to be understood ex warehouse Bad Oldesloe excluding value added tax. The prices at the day of delivery shall apply. Packing, loading charges customs duty etc. are for purchaser’s account.

5. Forwarding
Forwarding and transportation of the goods occur on purchaser’s account and risk.

6. Passing of risk
The risk shall pass to the purchaser when the goods leave our warehouse. If the delivery time has been overrun, caused by the purchaser then the risk passes to the purchaser when it is notified that the goods are ready for dispatch.

7. Terms of payment
Unless agreed otherwise, payment is to be effected within 10 days from invoice date with 2 % discount from the net price of the goods or net cash within 30 days from invoice date. Agreed discounts may not be deducted if prior bills payable have not net yet been settled in full by the purchaser.
For times of delay in payment or for times of respite of due claims, the legal interest rate has to be paid, irrespective of the compensation of possible further damages. If it should transpire after the conclusion of the contract that our claims are endangered because of lack in the financial ability of the purchaser all its debts shall fall due immediately. We shall then be entitled to effect outstanding deliveries only against the provision of security or cash in advance. Claims for any further default damages shall not be affected hereby.
Only counterclaims recognized by non-appealable declaratory judgment or undisputed may be set off.  Furthermore, the Purchaser may only exercise a right of retention if its counterclaim arises under the same contract.

8. Reservation of title
Goods delivered shall remain our property until all claims and debts arising from the business relationship including interests and ancillary costs have been settled and any cheques and bills of exchange have been cashed. Under current account, the reserved property shall be deemed security for our balance claim.
If our goods are compounded or confused with all goods that do not belong to us, we shall be entitled to ownership of the new property or confused stock in the proportion of the invoiced value of the reserved goods to the value of the other compounded or confused goods. If the purchaser acquires sole ownership of the new property, he herewith undertakes to transfer to us co-ownership of the new property in the proportion of our invoiced value of our reserved goods to the value of the other compounded or confused items at the time of compounding or confusion and shall hold the same in safe custody for us according to the principles of sound stewardship.
Resale of goods supplied, regardless of whether compounded of confused, shall be permitted only to retailers in the ordinary course of business and only if the account receivable from resale passes to us before we are paid for the goods concerned. The purchaser shall be forbidden to pledge or mortgage the reserved goods or agree to any prohibition of assignment. If the purchaser intends to assign accounts receivable from resale by way of factoring, he must notify us in advance. Assignment by way of factoring shall be permitted only with our express consent in writing. If third parties seize goods being subject to this reservation of title the purchaser shall be obliged to inform us immediately.
The purchaser herewith assigns to us in advance and with all accessory rights all his present and future accounts receivable from resale, or claims founded on any other legal basis, in respect of the goods supplied by us. In the event of resale of our goods after compounding or confusion, or resale of the new property created by confusion, the account receivable from the purchaser’s customer shall be assigned to us in the amount of the value of the reserved goods. The value of the reserved goods shall be our amount invoiced plus a 10 % safeguarding fee, which, however, shall not be charged if in conflict with third-party rights. If we are joint owners of the goods sold, the assignment of accounts receivable shall only cover the amount corresponding to our share of co-ownership.
Should the value of the securities given to us exceed our claims by more then 10 %, we undertake, at the request of the purchaser, to relinquish securities of our choice. Upon settlement of all our outstanding debts and claims arising from the business relationship, ownership of the retained goods as well as title to the assigned claims shall passed to the purchaser.
The purchaser shall be entitled to collect the accounts receivable. The right to resale, process the goods and to collect payment shall cease upon our withdrawal of this right, above all in the event the purchaser does not orderly fulfill its payment commitments to us.

9. Delay/Default:
We shall be entitled to resell the purchased goods and take action for damages due to non-performance, after having fixed a reasonable deadline, if the purchaser delays in taking delivery of purchased goods and/or payment

10. Guarantee
The purchaser must inspect the goods immediately upon receipt and notify in writing any patent or apparent defects or wrong shipments without undue delay, but within 10 days after receipt at the latest.
Additional or minor weights of the goods ‑ under production conditions inevitable ‑ do not entitle the purchaser to objections.
If defects become apparent later which were not recognizable upon the first check then they are to be notified in writing without undue delay. In case defects proven by it, the purchaser has the following rights: All products suffering from defects at the time of delivery shall be remedied by us or replaced at our choice without charge. Replaced parts become our property. The purchaser has to grant us reasonable time and opportunity to remedy or to replace defective goods. If through our fault we fail to meet a reasonable extended deadline set for replacement or rework, if we finally refuse replacement or rework, if replacement or rework should prove finally abortive or if replacement or rework is impossible or unacceptable for the purchaser, the purchaser shall be entitled to rescind the contract or reduce the purchase price. If the defect is only insignificant and the Purchaser can utilize/dispose of the goods without suffering any disadvantages, the Purchaser shall only have the right to claim a reduction in price. The limitation period for claims out of guarantee according to § 437 German Code Civil (BGB) is 12 months after delivery. No warranty is given for second-hand products. The limitation period in the case of delivery recourse under Section 478 and 479 of the German Civil code (BGB) shall not be affected by the two foregoing sentences. Nor shall the foregoing provisions limit claims for damages due to death, physical injury or damage to health caused by defects or liability under the Product Liability Act nor any other claim for damages under warranty in the case of gross negligence, intent or a breach of fundamental contractual obligations (these being defined in clause 14)

11. Return of goods
The return of goods is only permitted upon our prior express consent unless we are obliged by law to accept the return. The goods have to be returned freight paid. We reserve the right to invoice 20 % of the net price of the goods returned for compensation of the costs caused by the return of the goods.

12. Catalogue
All drawings in our catalogues and prospectus are not binding for the performance of the order. We reserve the right to amend the construction of the goods as far as this is opportune under technical points of view and as far as it does not reduce the suitability of the product. Deviations from given measurements and weights are permitted if the contract purpose and the quality are not endangered.

13. Copyright
All catalogues, drawings, samples and other documents remain our property and are under our copyright. Those items shall not be disclosed to third parties and shall immediately be returned at our request. If drawings or samples sent to us for the performance of the order violate patent rights or other industrial property rights of third parties the purchaser is responsible and liable for all damages including loss of profit occurring thereof and shall keep us harmless from against all claims of third parties.

14. General liability
Notwithstanding the provisions under section 3. second last paragraph above, any claims for damage and loss against us, particularly for damages not inflicted on the delivery item itself, e.g. due to non performance because of default or impossibility or other breach of contractual obligations, miscounselling, culpa en contrahendo, tort, or for other reasons whatsoever, including loss of profit or standstill of the production shall be excluded. The liability only applies in case of gross negligence of our general management or our vicarious agents were such agents are managerial staff, in case of wilful misconduct, by violation of health or other personal injury, in case of defects which we have maliciously concealed, or in case of defects of the goods, as far as the product liability law for damage to property privately used and for personal injury applies, or in case of warranted quality.
In case of culpable violation of material contractual obligations, we are liable also for gross negligence with regard to vicarious agents who are not managerial staff and in case of normal negligence of our general management and our vicarious agents were such agents are managerial staff; in the latter case the liability shall be limited to compensation for the typical speculative damage.
Fundamental contractual obligations are obligations which must be fulfilled if the contract is to make any sense at all and where the other contracting Party relies on and has a right to rely on such obligations being performed.

15. Place of performance, jurisdiction, applicable law
The place of performance for all claims under this contract shall be our principal place of business..
Place of jurisdiction for disputes with business men or persons, which do not have a place of general jurisdiction in Germany, even for actions on a bill of exchange or cheque, shall be our principal place of business. We may also sue the purchaser at the court having jurisdiction over his residence, if we so choose. German law shall apply. The provisions of the UN Sales Convention (CISG) shall be excluded. The Incoterms 2000 shall apply as most recently amended.