General terms and conditions of purchase and sale of goods

§ 1 Scope

These General Conditions for the Sale of Goods apply to all contracts on purchase and sale of goods between Hertz & Selck GmbH & Co. KG (H&S) and our clients. They also apply to all contracts to be concluded in the future, regardless of whether explicit inclusion is stated in the follow-up contract. Deviating or complementing conditions of purchase for the client shall only become part of the contract if H&S consents to their validity explicitly and in written form.

§ 2 Content of the contract

Individual understandings and legally relevant declarations of intent (i.e. deadlines, reminder, contract cancellation) shall be agreed on writing.

Samples, product specifications, formulations and similar information provided by H&S constitute trade secrets within the meaning of § 2 no. 1 of the German Trade Secrets Act (GeschHGehG). They are to be used exclusively for the purposes of the contract and must be kept confidential from third parties even after the termination of the contract, unless H&S has given its written consent. At H&S’s request, a separate confidentiality agreement may be concluded in this regard.

§ 3 Place of performance, place of jurisdiction, applicable law

The sole place of jurisdiction for all disputes arising between the client and H&S from the contracts concluded is Hamburg. H& is entitled to sue its client also in its general place of jurisdiction or in a different legal jurisdiction. 

The contractual relations between the parties are subject to German law. The application of the uniform UN-Purchase Law (CISG) is excluded. 

Place of execution is the head office of H&S. 

§ 4 Delivery

An order from H&S is binding if the supplier does not object in written form within one week. 

The supplier client is obliged to inform H&S immediately if an agreed delivery time presumably cannot be met.

If the supplier is in default, H&S may, in addition to statutory claims, demand lump sum compensation for damage caused by default amounting to 0.25% of the net price per completed calendar day, but not more than 5% of the net price of the goods delivered late. H&S reserves the right to prove that a higher damage has occurred. The supplier may provide counter evidence that no damage or lower damage has occurred.

§ 5 Payment, further processing

The agreed price includes statutory value-added tax, unless this is shown separately. The price shall include all services of the supplier as well as all ancillary and transport costs.

The agreed price is due for payment within 30 calendar days of complete delivery and receipt of a proper invoice. If H&S pays within 14 calendar days, the remuneration shall be reduced by 3% discount. A bank transfer is deemed to have been made in good time if it is ordered H&S within the payment period. before expiry of the payment deadline. H&S is not responsible for delays caused by the banks involved in the payment process.

H&S shall not pay interest at maturity.

H&S is entitled to retain due payments as long as claims due against the supplier still exist. The supplier has a right of retention of the goods only for legally established or undisputed claims.

The transfer of the goods to H&S is unconditional. A simple and/or extended retention of title by the supplier is excluded. However, if H&S accepts an offer for transfer of ownership made by the supplier because of the payment of the purchase price in an individual case, the supplier's retention of title shall expire at the latest upon payment of the purchase price for the delivered goods. H&S shall also be entitled to resell the goods in the ordinary course of business prior to payment of the remuneration. Insofar as H&S further processes goods supplied, H&S shall be deemed to be the manufacturer and shall acquire ownership of the product through further processing.

§ 6 Passing of risk, consignment, packaging

Without the prior consent of H&S, the supplier is not authorized to have the services performed by third parties.

The delivery takes place within Germany "free domicile" to the place indicated in the order. If the place of performance is not specified and nothing has been agreed otherwise, delivery shall be made to the registered office of H&S in Hamburg (Tarpenring 23, 22419 Hamburg). The respective place of performance shall also be the place of performance for any subsequent performance.

The delivery must be accompanied by a delivery note stating the date (issue and dispatch), the content of the delivery and H&S's order identification (date and number). If the delivery note is missing or incomplete, H&S shall not be responsible for any delays in processing and payment resulting therefrom. Apart from the delivery note, a corresponding dispatch note shall be sent to H&S by e-mail with the same content.

The risk of accidental loss and the accidental deterioration of the goods shall pass to H&S only upon handover of the goods at the place of performance.

§ 7 Warranty

Notwithstanding § 442 Para. 1 S. 2 BGB, H&S shall be entitled to warranty claims without limitation even if the defect remained unknown due to gross negligence when concluding the contract.

For H&S, the commercial duty to examine and give notification of defects (§§ 377, 381 HGB) is limited to defects which become apparent during an incoming goods inspection from an external perspective including the delivery documents, or which are recognizable during the quality inspection by random sampling. In all other respects it is decisive to what extent an investigation is feasible in the ordinary course of business under the individual circumstances. The obligation to report defects discovered later remains unaffected. Notwithstanding the obligation to examine the goods, a notice of defect shall be deemed to have been given in time if it is sent within ten business days of discovery or, in the case of obvious defects, within ten business days after delivery. The dispatch of the complaint by H&S shall be decisive.

If the supplier does not fulfill his obligation to subsequent performance at discretion of H&S by remedying the defect or by delivering a defect-free item within a reasonable period set by H&S, H&S may remedy the defect itself and demand reimbursement from the client of the necessary expenses or an appropriate advance payment. If subsequent performance by the client has failed or is unreasonable for H&S, no deadline shall be set.

If the same goods are repeatedly delivered with defects, H&S shall be entitled to withdraw from the contract even if the scope of delivery has not been fulfilled, after a reminder.

§ 8 Supplier Regress

If a customer raises a claim against H&S due to defective delivery, the supplier must be informed and asked for a written statement. If a substantiated statement is not made within reasonable time, the facts submitted by H&S are decisive in relation to the supplier.

H&S's claims arising from supplier recourse (§§ 445a and 445b BGB) also apply if the defective goods have been further processed by H&S or another entrepreneur.

§ 9 Manufacturer’s Liability

If the supplier is responsible for a product damage, he shall indemnify H&S against all claims of third parties insofar as the cause lies within his sphere of control and organisation and he himself is liable externally.

Within the scope of its obligation to indemnify, the supplier shall reimburse expenses in accordance with §§ 683, 670 BGB (German Civil Code) which result from or in connection with the use of third parties, including recall actions carried out by H&S. H&S shall consult with the client as far as possible and reasonable about the content and scope of recall measures. Further legal claims remain unaffected.

The supplier shall close and maintain product liability insurance with a minimum aggregate coverage of EUR 10 million per claim or property damage.

§ 10 Limitation

The limitation period for warranty claims shall be three years from delivery. The three-year limitation period shall also apply to claims arising from defects in title, whereby the statutory limitation period for claims in rem for restitution by third parties (§ 438 para. 1 no. 1 German Civil Code) shall remain unaffected; claims arising from defects in title shall not become statute barred as long as the third party can still assert the right against H&S, in particular in the absence of a limitation period.

The limitation periods of the sales law, including the above extension, shall apply to the extent permitted by law to all contractual claims for defects. Insofar as H&S is also entitled to non-contractual claims for damages due to a defect, the regular statutory limitation period shall apply unless the application of the limitation periods of the law on sales in individual cases leads to a longer limitation period.

§ 11 Compliance with ethical minimum standards

The supplier shall not engage actively, passively or indirectly in any form of bribery or corruption, violation of human rights or discrimination against its employees, forced or child labor. In this context, the client undertakes not to hire any employees who are not at least 15 years of age. In countries covered by ILO Convention 138 under the exception for developing countries, the minimum age may be reduced to 14 years.

Furthermore, the supplier must inform H&S if there are indications that the standards have not been complied with in the production chain of the goods. The supplier must take measures to oblige its own suppliers accordingly.

A breach of obligations constitutes a serious breach of the business relationship and entitles H&S to withdraw from the contract.

§ 12 Delivery date

Observance of the delivery date requires the prior fulfilment of all obligations of commercial and technical manner incumbent on the client (duty to co-operate). Delays on behalf of the client will postpone the delivery date accordingly.

In the case of Force Majeure or operating failures occurring at H&S and/or a supplier which impede H&S without any fault on its part to deliver on the agreed date, the agreed delivery dates shall be extended accordingly. In case that this leads to a delay in delivery of more than three months, H&S and the client may both rescind from the contract by way of written declaration. Other rights of rescission shall remain unaffected.

Observance of the delivery date is subject to complete and timely supply to H&S by its suppliers.

In case of delay, H&S is liable in accordance with statutory regulations, if intention or gross negligence is held against the legal representative or one of the vicarious agents. In all other cases of delay of performance, the client’s claims for damages are, for the duration of delay, limited for each completed week to 0.5 %, yet at the maximum to 20 % of the agreed purchase price. H&S may prove that the Customer has suffered no damage or substantially less damage. Liability beyond this is excluded for a delivery delay attributable to H&S.

Provided that H&S agrees upon the client’s request to completely or partly cancel the contract, 20% of the purchase price of the respective order may be claimed as lump-sum compensation without any further substantiation. However, the client has the possibility to prove that H&S did not suffer any or a lower damage from the cancellation of the contract. Client cannot claim cancellation of the purchase contract

If the client is in default of acceptance, if he fails to cooperate or if the delivery of the goods is delayed for other reasons for which the client is responsible, H&S shall be entitled to demand compensation for the resulting damage including additional expenses such as storage costs. A lump-sum compensation of 0.5 % of the agreed purchase price per calendar week, but not more than 10 %, shall accrue for this, starting with the delivery period or notification that the goods are ready for dispatch. The proof of a higher damage and further legal claims for damages shall remain unaffected. The customer reserves the right to prove that H&S has incurred no damage or only less damage

H&S is entitled to make partial deliveries and render partial services at any time, insofar as this is reasonable for the customer.

§ 13 Payment

The agreed sale price is payable immediately upon receipt of the bill by the client, net and without any deduction, unless any other term of payment has been granted. Discounts are not admissible.

If the logistics costs underlying the contract change significantly after the contract is concluded, both parties are entitled to request a corresponding price adjustment. A significant change occurs if the relevant producer price index for road freight transport services published by the Federal Statistical Office, or a comparable objective market index, changes by more than 5%.

The client is only entitled to offsetting or claiming of any rights of retention if his counterclaims have become res judicata, have been acknowledged by H&S or are indisputable. The client may only claim right of retention if his counterclaim is based on the same contractual relationship.

§ 14 Transfer of Risk, consignment

Unless agreed otherwise in the individual case, consignment is effected ex works (EXW).

§ 15 Warranty and Notification of Defects

The warranty is governed by statutory provisions. Performance descriptions do not constitute a guarantee of quality and/or durability.

Obvious defects must be reported in writing within five working days of delivery and defects not recognizable during inspection within the same period from discovery. If the client fails to properly inspect the goods and/or give notice of defects, H&S's liability for defects shall be excluded.

H&S is entitled to make the subsequent performance owed dependent on the client paying the purchase price due. The client shall be entitled to retain a reasonable part of the purchase price in proportion to the defect.

If it turns out that the customer has wrongly complained about a defect, H&S can demand reimbursement for the costs incurred as a result of the unjustified request for rectification of the defect, such as testing and transport costs.

§ 16 Reservation of ownership in favour of the seller until payment of the purchase price

Until all claims, including all current account balance claims, which are due to H&S by the client now or in the future have been fulfilled, the delivered goods (goods subject to retention of title) shall remain the property of H&S.

In case of default, H&S is entitled, upon fruitless expiry of an appropriate deadline, to take back the goods subject to retention of title and to sell the goods on the free market. After deducting an appropriate amount for sale costs, the proceeds of the sale shall be offset with the receivables due by the client.

In the context of business operations, the client may properly sell, mix and/or process the goods subject to retention of title (Sections 948, 950 German Civil Code). The client assigns as security to H&S the receivables arising from the resale.to a maximum of 120 % of the receivables. The client is entitled to collect the assigned receivables on its own behalf until revocation in writing by H&S, which is admissible in case of default. H&S agrees not to collect the claim as long as the client meets his payment obligations, there is no defect in his ability to pay, and H&S does not assert the retention of title. However, H&S can demand that the customer informs H&S of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. In this case H&S shall also be entitled to revoke the customer's authority to further sell and process the goods subject to retention of title.

If the goods subject to retention of title are processed with other items that do not belong to H&S, H&S obtains co-ownership in the new items, pro-rata to the value of the goods subject to retention of title (final invoice amount including VAT) in relation to the processed things at the point in time of processing. The thus created sole or joint property shall be kept in safe custody by the client for H&S.

§ 17 Liability and Limitation

H&S shall be liable in case of intent or gross negligence of a legal representative, employee or vicarious agent in accordance with statutory provisions. Apart from that, H&S shall be liable only for injury of life, body or health or due to a culpable breach of substantial contractual duties. However, the claim for compensation for the breach of substantial contractual duties is limited to the damage that is typical for the contract and foreseeable. Liability for damages to other legal goods of the client caused by the delivery item is excluded. This does not apply in the case of intent or gross negligence or injury to life, body or health.

The provision of the above-mentioned paragraph is extended to all compensation, no matter for which legal reason, in particular due to defects, breach of contract or tort. It applies also to the claim for compensation of fruitless expenses. Liability in case of default is regulated finally in § 13. Liability according to the Product Liability Act remains unaffected. A change of burden of proof to the disadvantage of the client is not intended.

The limitation period for client claims is one year from delivery of the goods. This also applies to contractual and non-contractual claims for damages based on a defect in the goods. Excluded from this are claims due to injury to life, body, health and claims based on gross negligence on the part of H&S as well as claims under the Product Liability Act.

As of April 2026