General Terms & Conditions
Haitian International Germany GmbH
Section 1: Scope of application
1. The following General Terms and Conditions apply exclusively to all services, deliveries and offers, as well as all contractual services between Haitian International Germany GmbH (“HAITIAN INTERNATIONAL GERMANY”) and its customers. The Terms and Conditions also apply to future contractual relationships, even if they are not expressly agreed. Terms or Purchasing Conditions of the contractual partners of HAITIAN INTERNATIONAL GERMANY shall not apply, even if HAITIAN INTERNATIONAL GERMANY does not expressly object to them. This also applies to all future business relationships.
2. All contractual and individual agreements must be made in writing, and shall take precedence over the General Terms and Conditions. All General Terms and Conditions, however, shall remain valid as long as they do not contradict the individual agreements. HAITIAN INTERNATIONAL GERMANY shall retain ownership and copyright to all cost estimates, drawings and other documents. Using these documents shall require the written approval of HAITIAN INTERNATIONAL GERMANY. Violations shall obligate the user to pay claims for damages.
Section 2: Offer and conclusion of contract
1. The documents associated with the offer, such as images, drawings, weight and dimensional information should be considered to be approximate, unless they are expressly designated as binding. This information only represents assured properties if it has been designated as such in writing. 2. Offers made by HAITIAN INTERNATIONAL GERMANY are non-binding. Orders, ancillary and change agreements shall require the written or remote written confirmation of HAITIAN INTERNATIONAL GERMANY to be valid, unless HAITIAN INTERNATIONAL GERMANY immediately initiates delivery of the ordered goods. In this case, the initiation of the delivery, or at the latest the invoice, shall be considered an order confirmation.
Section 3: Prices
1. All prices are understood as net prices, and do not include statutory VAT at the time of the order, if applicable. Prices are ex works. Any packaging and shipping costs are not included.
2. Subsequent requested changes (after the order is confirmed) affecting the design of the ordered goods shall be charged separately. The basis for calculating this charge shall be the current list prices of HAITIAN INTERNATIONAL GERMANY. If there are no such list prices, then the price shall be determined by HAITIAN INTERNATIONAL GERMANY.
Section 4: Delivery and service terms
1. The delivery terms indicated are non-binding. A binding delivery term must be expressly agreed in writing.
2. Delays in service due to force majeure and other incidents shall not be considered the responsibility of HAITIAN INTERNATIONAL GERMANY, as long as HAITIAN INTERNATIONAL GERMANY is not culpable for these due to intentional action or due to the intentional action or gross negligence of its agents. This includes, in particular, strikes, official orders, natural catastrophes such as fire, hail, storm damage, pandemics, etc., sabotage, vandalism, theft, delivery difficulties or contractual violations by our suppliers or freight forwarders.
3. In the cases outlined in paragraph 2, HAITIAN INTERNATIONAL GERMANY shall be entitled to delay its services by the duration of the impact, plus a reasonable start-up time, or to withdraw from the agreement in whole or in part in relation to the portion that has not yet been fulfilled. Partial withdrawal is excluded if the purchaser can verify that it has no interest in the remaining part of the services. This also applies to agreed, non-binding delivery terms.
4. In the cases outlined in paragraph 2, the purchaser is only entitled to withdraw from the agreement if the delay lasts longer than 30 days, and if it has set a reasonable grace period to perform the service in writing. There shall be no claims for damages due to a delay of service.
5. HAITIAN INTERNATIONAL GERMANY is entitled to make partial deliveries at any time.
Section 5: Retention of ownership
1. Until all claims are fulfilled, including all balance claims resulting from current accounts to which HAITIAN INTERNATIONAL GERMANY is entitled for any legal reason against the purchaser/client either now or in the future, including the obligation to cash any checks accepted from HAITIAN INTERNATIONAL GERMANY, HAITIAN INTERNATIONAL GERMANY shall reserve the right of ownership to the contractual objects. If the value of the securities for HAITIAN INTERNATIONAL GERMANY exceeds the receivables from the purchaser by more than 20%, then HAITIAN INTERNATIONAL GERMANY shall be obligated to release securities at its own discretion at the request of the purchaser.
2. The purchaser/client may neither pledge nor transfer contractual objects as securities during the length of the retention of ownership. This applies in particular to the assignment of goods stored in a specific location. The purchaser/client must ensure that this is disclosed to its guarantee holders in an appropriate manner.
3. The purchaser hereby already transfers claims against third parties resulting from the resale of reserved goods in total to HAITIAN INTERNATIONAL GERMANY upon the conclusion of the contract in the amount of any portion of co-ownership on our part. It is entitled to collect these claims until we revoke our invoice. This entitlement shall no longer apply if the purchaser falls into default of payment with its payments to HAITIAN INTERNATIONAL GERMANY.
4. The purchaser must inform us promptly and in writing of any third party access to goods and receivables belonging to HAITIAN INTERNATIONAL GERMANY.
Section 6: Rights of offsetting and retention
1. The contractual partners shall only have a right to offsetting if their counter-claims have been established in a court of law or are undisputed.
2. The contractual partners are only entitled to exercise a right of retention if their counter-claim is based on the same contractual relationship.
Section 7: Warranty
1. The statutory warranty shall be limited to 12 (twelve) months. Any warranty is excluded for the sale of used goods. The warranty shall not apply to defects from normal wear and tear. The warranty period shall begin upon handover of the purchased goods to the purchaser or final customer to whom HAITIAN INTERNATIONAL GERMANY or a third party delivers the product on behalf of the purchaser. The place of fulfilment is the headquarters of HAITIAN INTERNATIONAL GERMANY. The same applies to supplementary fulfilment. If the purchased goods are sent to another location besides the service location at the request of the purchaser/client, then Sec. 447 BGB (German Civil Code) applies accordingly. This also applies if transportation is handled by HAITIAN INTERNATIONAL GERMANY.
2. The purchaser must promptly inspect the delivered goods for defects upon receipt. Otherwise, the goods will be considered approved. Complaints shall only be taken into consideration if they are asserted in writing within eight days after receiving the goods, with enclosed proof such as photos. In case of hidden defects, the defect notification must be submitted promptly after the defect is discovered, and shall be excluded after 14 days following discovery. Normal and/or minor and/or technically unavoidable deviations in quality, colour, weight and dimensions of the design shall not entitle the purchaser to submit a defect complaint, and shall not result in any warranty claims, unless compliance has been expressly agreed in writing.
3. If operating or maintenance instructions from HAITIAN INTERNATIONAL GERMANY are not observed, or if the products are not mounted in accordance with the instructions, if modifications are made to the products, if parts are exchanged or consumable materials are used that do not conform to the original specifications, then any warranty shall be null and void if the purchaser does not disprove a substantiated assertion that one of these circumstances was what caused the defect. The warranty shall likewise be excluded if the purchaser attempts to make repairs itself without the approval of HAITIAN INTERNATIONAL GERMANY. Opening technical equipment shall also exclude any warranty, if this results in defects or causes defects to worsen.
4. If goods are defective in accordance with the law, then HAITIAN INTERNATIONAL GERMANY shall be entitled and obligated either to make a replacement delivery or to make repairs. In the case of replacement deliveries, HAITIAN INTERNATIONAL GERMANY shall bear the costs for transporting the newly delivered goods to the original agreed delivery location. If the purchased goods have been brought to another location besides the original delivery location, then the resulting additional costs for repair or replacement delivery shall be borne by the purchaser.
5. Claims for damages, in particular due to defects resulting from damages and/or lost profits, are excluded unless they are the result of an injury to body, life, or health of the purchaser or are based on a grossly negligent or intentional breach of duty by HAITIAN INTERNATIONAL GERMANY or one of its agents. Claims under the Product Liability Act shall be excluded from this limitation of liability. If HAITIAN INTERNATIONAL GERMANY is liable for claims for damages due to special agreements or mandatory statutory provisions, including in cases of normal negligence, then the claims for damages to be paid by HAITIAN INTERNATIONAL GERMANY shall be limited to a maximum of 100% of the value of the delivery, and limited to the damages that HAITIAN INTERNATIONAL GERMANY should have specifically been able to predict at the conclusion of the contract in consideration of all circumstances of which it was aware at this time, as a possible consequence of a contractual violation or other obligations which would result in claims for damages. In case of a delay, the claims for damages shall furthermore be limited to a maximum of 0.5% of the value of the delivery for each full week of delay. HAITIAN INTERNATIONAL GERMANY’s liability for expenses related to installations and expansions in accordance with Sec. 439 para. 3 BGB shall be excluded.
6. Only the contractual partners shall be entitled to warranty claims against HAITIAN INTERNATIONAL GERMANY, and such claims are not assignable.
7. If HAITIAN INTERNATIONAL GERMANY provides a voluntary warranty declaration, or if warranty agreements are concluded between HAITIAN INTERNATIONAL GERMANY and the customer, then their content shall apply in addition to these Terms and Conditions. In general, this does not include reimbursement of transportation costs, installation and expansion costs, or other costs for services resulting from the warranty declaration / warranty agreement. These copies will be invoiced separately. The warranty term shall not start over upon repair or supplementary delivery. The statutory warranty regulations shall remain unaffected.8. If the purchaser asserts a defect that does not represent a situation covered by warranty, then the purchaser is obligated to reimburse HAITIAN INTERNATIONAL GERMANY for all costs resulting from the alleged warranty claim, in particular costs associated with the warranty claim, work performed, inspection, shipping and pick-up costs. HAITIAN INTERNATIONAL GERMANY is entitled to establish flat rates if this is reasonable and customary for the specific work within the industry. HAITIAN INTERNATIONAL GERMANY may request that the purchaser confirms their warranty obligations in the sense of this regulation before HAITIAN INTERNATIONAL GERMANY reviews whether there is any warranty obligation. The purchaser shall be informed of the projected costs before the review upon request.
Section 8: Shipping
If the purchaser requests shipment of the purchased goods, then shipping shall be governed by the following criteria:
1. The shipping method and packaging shall be selected at the discretion of HAITIAN INTERNATIONAL GMBH. The shipping costs shall be determined individually based on the distance to the shipping destination. Loading and shipment shall be carried out at the risk of the recipient, and are not insured.
2. If the purchaser requests insured shipment, then it shall bear the costs for such insurance.
Section 9: No transfer of industrial property rights and copyrights
A purchase of goods from HAITIAN INTERNATIONAL GERMANY shall not result in any transfer of industrial property rights of any kind to the purchaser. Such rights shall be retained by HAITIAN INTERNATIONAL GERMANY. The purchaser shall, in particular, not obtain any copyrights to (software) programs provided by HAITIAN INTERNATIONAL GERMANY, and/or to their documentation, but instead is permitted to use these under a non-transferable license. Any transfer of licenses to third parties, including as a result of sale by the customer to third parties, shall require the written approval of HAITIAN INTERNATIONAL GERMANY. Copies of the (software) programs and/or their documentation may be made only for archival purposes and/or if required by law. If the original copies bear a copyright acknowledgement, then this must be added to the copies as well. Any liability of HAITIAN INTERNATIONAL GERMANY for copies is excluded. This also applies to the costs of the copies.
Section 10: Place of jurisdiction and applicable law
Nuremberg is the agreed place of jurisdiction. However, HAITIAN INTERNATIONAL GERMANY can also bring suit at the headquarters of the purchaser or at another location, if there is legitimate reason to consider this the place of jurisdiction under the code of civil procedure. The UN Convention on the International Sale of Goods (CISG) is excluded. Only the law of the Federal Republic of Germany applies to this agreement and its interpretation, as well as to extra-contractual obligations between the parties. This also applies to claims that were already legitimated before the contract was concluded.
Section 11: Data storage
HAITIAN INTERNATIONAL GERMANY stores and processes data as permitted under the General Data Protection Regulation. Data processing is carried out at the request of the purchaser and is required in accordance with Art. 6 para. 1 clause 1 lit. b GDPR for the purposes indicated to appropriately process the order, and for both parties to fulfil contractual obligations.
Section 12: Severability clause
If a provision of these Terms and Conditions or a provision in other agreements is or becomes invalid or unenforceable, then this shall not affect the validity of all other provisions or agreements. The invalid provision shall be replaced by a valid condition coming as close as possible to the purpose of the intended condition. The same applies to any loopholes in the Terms and Conditions. There are German and English versions of these General Terms and Conditions. In case of doubt or disputes regarding the interpretation or meaning of individual terms, only the German version shall take precedence.
Updated 02/2021
