• Halbach & Braun Hattingen

  • Strebtechnik

  • Antriebstechnik

  • Fördertechnik & Brechsysteme

Copyright 2022 - Halbach und Braun Maschinenfabrik GmbH & Co


General Terms and Conditions of Purchase As of March 22, 2021

1. Validity
All deliveries, services and offers of our suppliers are made exclusively on the basis of these General Terms and Conditions of Purchase. These are part of all contracts we conclude with our suppliers about the deliveries or services they offer. They also apply to all future deliveries, services or offers to the customer, even if they are not agreed separately again. Terms and conditions of our suppliers or third parties do not apply, even if we do not object to their validity separately in individual cases. Even if we refer to a letter that contains or refers to the terms and conditions of the supplier or a third party, thereisadoes does not constitute consent to the validity of those terms and conditions.

2. Orders and orders
Unless our orders explicitly contain a binding period, we shall be bound by this one week after the date of the order. The access to the declaration of acceptance is decisive for the timely acceptance with us. Only orders placed in writing are binding. The same applies to other agreements that take place before or after the conclusion of the contract. Orders placed orally or by telephone require our subsequent written confirmation in order to be valid. The same applies to oral ancillary agreements and amendments to the contract. Executed services or deliveries without a written order will not be accepted. Orders, delivery calls as well as their modifications and additions can be made - by prior written agreement - also by remote data transmission or by machine-readable data carriers. Insofar as documentation (material certificates, measurement protocols, inspection reports, ultrasound proofs, proof of hardness, acceptance certificates, etc.) are to be supplied, these form an essential part of the delivery and must be sent to us together with the delivery.

3. Prices, terms of payment, invoice information
The price shown in the order is binding. In the absence of a different written agreement, the price includes delivery and transport to the shipping address specified in the contract, including packaging. Insofar as the price does not include the packaging according to the agreement reached and the remuneration for the packaging - not only provided on loan - is not expressly determined, this must be calculated at the demonstrable cost price. At our request, the supplier must take back the packaging at his own expense. Unless otherwise agreed, we will pay the purchase price within 14 days with a 2% discount or within 30 days net from delivery of the goods and receipt of the invoice. In all order confirmations, delivery documents and invoices, our order number, commission number, plant, receiving agency, identification number, object number, complete article text/object designation, quantities and units of measure as well as VAT ID. (on imports from the EU). Should one or more of these information be missing and as a result the processing by us is delayed in the course of our normal business transactions, the payment periods referred to in paragraph 4 shall be extended by the period of delay. We are entitled to retain 10% of the agreed purchase price until the full fulfilment of the contract, if the delivery does not comply with the documentation, material certificates and/or ultrasound images due in accordance with clause. 2 (3) are attached. In addition, we are entitled to set-off and retention rights to the extent of the law without restrictions.

4. Delivery time and delivery, transfer of risk
The delivery time specified in the order (delivery date or deadline) is binding. Premature deliveries are not permitted without our prior consent. The supplier is obliged to notify us immediately in writing of circumstances that jeopardize compliance with the agreed delivery time in order to clarify the further course of action. The same shall apply, indicating the reasons and the probable duration of the delay, if circumstances arise or become apparent whereby the delivery time cannot be met. If the date on which the delivery is to be made at the latest can be determined on the basis of the contract, the supplier shall be in default at the end of that day, without the need for a reminder on our part. In the event of a delay in delivery, we are fully entitled to the statutory claims, including the right of withdrawal and the right to compensation instead of performance after fruitless expiry of a reasonable grace period. We are entitled to demand a contractual penalty of 1% of the respective order value for each week of delay in delivery after prior written threat to the supplier. The contractual penalty shall be set off against the damage caused by delay to be compensated by the supplier. We accept partial deliveries only if we have expressly agreed. The risk, even if dispatch has been agreed, will only pass to us when the goods are handed over to us at the agreed destination.

5. Obligations of information and due diligence
If we have informed the supplier of the intended use of the deliveries or services, or if this purpose is recognizable to the supplier without express notice, the supplier is obliged to inform us immediately if the supplier's deliveries or services are not suitable for this purpose. The supplier must notify us without delay of any changes in the type of composition of the agreed material or the constructive execution to similar deliveries or services delivered to us so far. Such changes require our written consent. The supplier must ensure that the deliveries and services comply with environmental protection, accident prevention and other occupational safety regulations, safety regulations and all legal requirements applicable in the Federal Republic of Germany, and to inform the customer of special, not generally known treatment and disposal requirements for each delivery.

6. Order
Items that we leave to the supplier - regardless of their nature - remain our property. They may only be used for the provision of the ordered deliveries and services. The supplier is obliged to carry out any necessary maintenance and inspection work at his own expense, as well as to provide sufficient insurance for the items provided and to prove this to us on request. Insofar as the items we provide are processed or converted by the supplier into a new movable item, we shall be deemed to be the manufacturer. In the event of a combination or mixing with other objects, we acquire co-ownership of the new item in proportion to the value that the items had at the time of the connection or mixing. If the combination or mixing takes place in such a way that the supplier's objects are to be regarded as the main thing, it is deemed agreed that the supplier shall transfer co-ownership to us on a pro rata basis; the supplier shall keep the co-ownership for us.

7. Purchase of tools
In the event that we purchase tools from the supplier for the production of the delivery item, this must be delivered with the delivery item and invoiced. We acquire the property at the latest with payment of the purchase price.

8. Securing ownership
We reserve the title or copyright to the orders, orders and drawings, illustrations, calculations, descriptions and other documents made available to the supplier. The supplier may not make them available to third parties or disclose them, use or reproduce them by third parties or by third parties without our express consent. He shall return these documents and any copies to us in full at our request if they are no longer needed by him in the proper course of business or if negotiations do not lead to the conclusion of a contract. Tools, devices and models that we make available to the supplier or which are manufactured for contractual purposes and charged to us separately by the supplier remain our property or become our property. They must be identified by the supplier as our property, stored carefully, protected against damage of any kind and used only for the purposes of the contract. The costs of maintaining and repairing these items shall be borne by the contracting parties in the absence of any other agreement. However, insofar as these costs are due to defects of such items manufactured by the supplier or to improper use by the supplier, his employees or other vicarious agents, they are to be borne solely by the supplier. The supplier will immediately notify us of any significant damage to these items. He is obliged to hand over these items to us in the proper manner of doing so if he no longer needs them to fulfil the contracts concluded with us. The supplier's retention of title shall only apply to the extent that they relate to our obligation to pay for the respective products in which the supplier reserves ownership. In particular, extended or extended retention of title is not permitted.

9. Warranty claims
In the event of defects, we are entitled to the statutory claims without restriction. However, the warranty period is 36 months, as a deviation. In the event of delay, failure or refusal to rectify the defect, we shall also be entitled to replace it at the expense of the supplier. The rectification of defects shall be regarded as a failure if the supplier's first attempt to rectify the defect has been unsuccessful. Irrespective of this, in urgent cases, we have the right to replace the expenses saved by the supplier in order to avert impending dangers. The agreed specification is part of the order and can only be changed with mutual consent. Any description of the scope or a drawing to be regarded as binding shall also be deemed to be a specification. The supplier undertakes to use environmentally friendly products and processes in its deliveries/services and also for subcontracting or ancillary services of third parties within the scope of the economic and technical possibilities. At our request, the supplier will exhibit a certificate of quality for the delivered goods. In any case, deviations in quality and quantity are reprimanded in good time if we notify the supplier within 10 working days from receipt of the goods with us. In any case, hidden material defects are reprimanded in good time if the notification is made to the supplier within 10 working days after discovery. By accepting or approving samples or samples submitted, we do not waive warranty claims. With the receipt of our written notification of defects with the supplier, the limitation period for warranty claims is inhibited. In the event of replacement delivery and rectification of defects, the warranty period for replaced and repaired parts begins again.

10. Product liability
The supplier is responsible for all claims asserted by third parties for personal injury or damage to property, which are due to a defective product delivered by him, and is obliged to indemnify us from the resulting liability. If we are obliged to carry out a recall to third parties due to an error of a product supplied by the supplier, the supplier shall bear all the necessary costs associated with the recall. The supplier is obliged to maintain at his own expense a product liability insurance with a cover amount of at least € 500,000, which, unless otherwise agreed in individual cases, does not have to cover the risk of recall or punitive or similar damages. Upon request, the supplier will send us a copy of the liability policy at any time.

11. Intellectual property rights
The supplier is responsible for ensuring that no third party intellectual property rights are infringed in connection with his delivery in countries of the European Union, North America or other countries in which he manufactures or has the products manufactured. The supplier is obliged to inseverify against all claims that third parties make against us for the violation of industrial property rights referred to in paragraph 1 and shall reimburse us for all necessary expenses in connection with this claim. This claim is independent of the fault of the supplier.

12. Spare parts
The supplier is obliged to keep spare parts for the products delivered to us for a period of at least 10 years after delivery. If the supplier intends to stop the production of spare parts for products delivered to us, he will inform us immediately after the decision on the suspension. Subject to paragraph 1, this decision must be at least 12 months before production ceases.

13. Confidentiality
The supplier must treat the conclusion of the contract confidentially and may only point out his business connections with us in the advertising material after a written consent given by us. The supplier undertakes to treat all non-obvious commercial or technical details that become known to him through the business relationship as a trade secret. The supplier also undertakes to keep the terms of the order and all information and documents made available for this purpose (with the exception of publicly available information) secret and to use them only for the execution of the order. He will return or delete them immediately after enquiries or after processing orders upon request, but no later than 1 year after the last order. Sub-suppliers are obliged accordingly.

14. Assignment
The supplier is not entitled to assign his claims from the contractual relationship to third parties. This does not apply in so far as monetary claims are concerned.

15. Language
The language of the contract, procedure and court is german, unless expressly agreed otherwise. Insofar as the contracting parties use another language in addition to the German language, the German wording shall take precedence.

16. Place of performance, place of jurisdiction, applicable law
The place of performance for both parties and the exclusive place of jurisdiction for all disputes arising from the contractual relationship is Hattingen. The contracts concluded between us and the supplier are subject to the law of the Federal Republic of Germany to the exclusion of the Convention on the International Sale of Goods.