Allgemeine Geschäftsbedingungen

1. Scope of Application

The following General Terms and Conditions of Sale and Delivery in the version valid at the time of the order shall apply exclusively to the business relationship between Hellum Handels- und Produktions GmbH & Co. KG (hereinafter "Supplier") and the customer (hereinafter "Buyer").

Conflicting or deviating terms and conditions of the Buyer are not recognized unless the Supplier expressly agrees to their validity (individual agreement).

2. Conclusion of Contract Only with Entrepreneurs

The Supplier's offer is directed exclusively to entrepreneurs (Section 14 of the German Civil Code (BGB), legal entities under public law, or special funds under public law.

An entrepreneur is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of their commercial or independent professional activity. (Section 14 of the German Civil Code)

3. Offer and Conclusion of Contract

a) The provider's published offers on the Internet/in catalogs, etc., constitute non-binding offers.

b) The buyer's order constitutes a binding offer to conclude a purchase contract, which can be accepted by the provider within 8 business days by sending an order confirmation and/or shipping the product. The binding conclusion of the contract only occurs upon acceptance by the provider.

c) The contract language is German.

d) The complete contract text is not saved by the provider. Before submitting the order or inquiry, the contract data can be printed or saved electronically using the browser's print function.

e) The contract is concluded via the online shopping cart system as follows:

The goods intended for purchase are placed in the "shopping cart." You can access the "shopping cart" and make changes there at any time using the corresponding button in the navigation bar.

After clicking the "Checkout" or "Continue to Order" button (or similar) and entering your personal information as well as the payment and shipping terms, the order details will be displayed as an order overview.

If you use an instant payment system offered (e.g., PayPal) as your payment method, you will be redirected either to the order overview page in our online shop or to the website of the instant payment system provider.

If you are redirected to the respective instant payment system, make the appropriate selections and enter your details there. Finally, the order details will be displayed as an order overview on the website of the instant payment system provider or after you have been redirected back to our online shop.

Before submitting your order, you have the opportunity to review the information in the order overview, change it (also using the "back" function of your internet browser), or cancel the order. By submitting your order using the corresponding button, you submit a legally binding offer to the provider to conclude the contract.

The binding offer you have submitted can now be accepted by the provider within 5 business days by sending an order confirmation and/or shipping the product. The binding conclusion of the contract only occurs upon acceptance by the provider.

If the offer is not accepted by the provider within this period, you are no longer bound to your order. In this case, any services already provided will be refunded immediately.

The order will be processed and all information required in connection with the conclusion of the contract will be sent via email. You must therefore ensure that the email address you have provided to us is correct, that receipt of the emails is technically secure, and, in particular, that it is not blocked by spam filters.

4. Prices and Payment Terms

a) The provider's prices are net prices and will be invoiced plus the applicable sales tax.

Delivery costs are not included; these will be invoiced separately. Further details can be found under the "Delivery Costs" section of the respective offers.

b) The goods will be shipped by a standard shipping service provider and/or a freight forwarder. Additional costs resulting from the notification of an incorrect delivery address and/or non-acceptance of the goods by the buyer must be borne by the buyer.

c) Promotional prices are only granted for binding contracts concluded within the specified promotional period.

d) The buyer has the payment options indicated under a correspondingly labeled button on the provider's website or in the respective provider's offer. Unless a different payment period is specified for the individual payment methods or on the invoice, the payment claims arising from the concluded contract must be paid in advance.

e) Costs of money transfer (transfer or exchange rate fees of credit institutions) shall be borne by the buyer in cases where delivery takes place in an EU Member State but payment was made outside the European Union.

5. Delivery/Withdrawal/Transfer of Risk/Warranty/Liability

a) The delivery periods stated in the respective offers do not constitute a binding guarantee, but rather non-binding information based on experience. Delivery dates and delivery periods are only binding if they have been expressly confirmed in writing by the provider. Unless otherwise agreed (prepayment), the goods will be dispatched at the earliest after the provider has received the full purchase price and shipping costs.

b) If delivery of the goods is not possible for the provider or not economically viable without the provider being at fault (e.g., supplier fails to deliver and/or purchase prices change to an unforeseeable extent), the provider is entitled to withdraw from the contract. In this case, the customer will be informed immediately of the withdrawal, and any payments/services already made will be refunded.

c) Liability for delays that are beyond the control of the provider and/or cannot be influenced by the provider (no fault), such as weather-related delays, illness of participants/employees, pandemic-related delays, delivery bottlenecks, and/or change requests from the buyer (this list is not exhaustive), is excluded. This also applies to subsequent delays resulting from the provider's existing obligations.

d) If the buyer defaults on acceptance, the provider is entitled to demand compensation for the resulting damages and any additional expenses. The same applies if the buyer culpably violates his or her duty to cooperate. Upon the occurrence of default in acceptance or default of payment, the risk of accidental deterioration and accidental loss of the goods/workpiece passes to the buyer.

e) The risk of accidental loss and accidental deterioration of the goods passes to the buyer upon contractual handover to the selected transport company.

f) Warranty claims for defects that were not caused by the provider itself and/or are within its area of ​​responsibility are excluded. This applies in particular to defects caused by the buyer and/or persons commissioned by the buyer and/or defects that arise from the buyer's sphere of influence.

g) The buyer's warranty claims expire one year after delivery of the goods, unless there is intent and/or gross negligence on the part of the provider and/or the defect was fraudulently concealed or a guarantee for the quality of the item was given, and the claims do not concern reimbursement of expenses pursuant to Section 445a Paragraph 1 of the German Civil Code (BGB), nor do they concern items that are used for a building in accordance with their usual use and have caused its defectiveness.

h) The information provided by the provider and the manufacturer's product description apply to the agreement regarding the quality of the goods. Other advertising, public praise, or statements by the manufacturer and/or third parties do not become part of the agreement regarding the quality of the goods.

i) Deviations within the international tolerance standard in the shape and color of the delivered and/or manufactured products from images, samples, exhibits, and/or sample deliveries do not constitute defects.

j) The buyer is obligated to properly comply with the inspection and complaint obligations stipulated in Section 377 of the German Commercial Code (HGB). If the buyer fails to comply with these obligations, the buyer is barred from asserting any objections based on defects, and the delivery is deemed to have been made/produced by the seller without defects. This does not apply to hidden defects that are not detectable upon proper inspection of the goods.

k) The seller has the right to initially remedy existing defects. There is no obligation to remedy defects that are not within the seller's area of ​​responsibility.

l) If the seller refuses to remedy defects, for example, due to disproportionate costs and/or unreasonableness, the buyer is entitled, if the defects are the seller's responsibility, to either demand a reduction in price or to withdraw from the contract. If the defects are not serious, the buyer is only entitled to a reduction in price corresponding to the defect, but not to withdraw from the contract. Any claims for damages are limited to foreseeable, contract-typical damage.

m) The provider is not liable for infringements of third-party intellectual property rights caused by the buyer, such as patent, design, trademark, and copyright infringements.

n) The provider's liability is further limited to foreseeable, contract-typical damage, with the exception of liability for death or personal injury, loss or damage caused by intentional or grossly negligent actions/omissions on the part of the provider, and violations of other mandatory statutory provisions. Unless the circumstances fall under the aforementioned exception, the provider is not liable for possible failures, loss of profits, damage, and/or damage to the provider's reputation.

o) The buyer is responsible for compliance with the relevant legal/regulatory requirements and/or other manufacturer specifications and/or for obtaining appropriate approvals and/or third-party involvement for all of the provider's products and services.

p) The provider is not liable for functional limitations resulting from non-compliance with legal/regulatory and/or product-related requirements. Any functional limitations resulting from this are within the buyer's sphere of influence and do not constitute a replaceable defect.

q) The provisions of the Product Liability Act remain unaffected.

6) Retention of Title

a) The delivered goods (reserved goods) remain the property of the Vendor until all current or future claims against the Buyer have been satisfied, including all outstanding balances from current accounts.

If the Buyer breaches the contract – in particular if the Buyer is in default with the payment of a payment – ​​the Vendor has the right to withdraw from the contract after the Vendor has set a reasonable deadline for performance. The Buyer shall bear the transport costs incurred for the return.

If the Vendor takes back the reserved goods, this already constitutes a withdrawal from the contract. Seizing the reserved goods also constitutes a withdrawal from the contract.

Retained goods taken back by the Vendor may be disposed of by the Vendor. The proceeds of the disposal will be offset against the amounts owed by the Buyer to the Vendor, after the Vendor has deducted a reasonable amount for the costs of disposal.

b) The Buyer must treat the reserved goods with care. They must adequately insure them at their own expense against fire, water, and theft damage to their replacement value. If maintenance and inspection work becomes necessary, the Buyer must carry out such work in a timely manner at their own expense.

c) The Buyer may use the reserved goods and resell them in the ordinary course of business as long as they are not in default of payment. However, they may not pledge the reserved goods or assign them as security. The Buyer hereby assigns to the Seller, in full and as security, upon conclusion of the contract, all claims for payment against their customers from the resale of the reserved goods, as well as all claims of the Buyer regarding the reserved goods arising from any other legal grounds against their customers or third parties (in particular, claims arising from tort and claims for insurance benefits), including all balance claims from current accounts. The Seller accepts this assignment.

d) The Buyer may collect these claims assigned to the Provider on its own account and in its own name for the Provider, as long as the Provider does not revoke this authorization.

The Provider's right to collect these claims itself is not affected by this; however, the Provider will not assert the claims itself and will not revoke the direct debit authorization as long as the Buyer duly fulfills its payment obligations.

However, if the Buyer breaches the contract – in particular if it is in default with the payment of a payment claim – the Provider may demand that the Buyer disclose the assigned claims and the respective debtors to the Provider, notify the respective debtors of the assignment, and hand over to the Provider all documents and information necessary for the Provider to assert the claims.

e) Any processing or transformation of the reserved goods by the Buyer is always carried out for the Provider. If the reserved goods are processed with other items that do not belong to the Provider, the Provider acquires co-ownership of the new item in proportion to the value of the reserved goods (final invoice amount including VAT) to the other processed items at the time of processing. Otherwise, the same applies to the new item created through processing as to the reserved goods.

If the reserved goods are inseparably combined or mixed with other items that do not belong to the Provider, the Provider acquires co-ownership of the new item in proportion to the value of the reserved goods (final invoice amount including VAT) to the other combined or mixed items at the time of combination or mixing.

If the reserved goods are combined or mixed in such a way that the buyer's item is to be considered the main item, the buyer and the Provider hereby agree that the buyer transfers proportionate co-ownership of this item to the Provider. The Provider accepts this transfer. The buyer will keep the sole ownership or co-ownership of an item thus created for the Provider.

f) In the event of seizure of the reserved goods by third parties or other interventions by third parties, the buyer must point out the seller's ownership and must immediately notify the seller in writing so that the seller can enforce its ownership rights. If the third party is unable to reimburse the seller for any legal or extrajudicial costs incurred in this connection, the buyer shall be liable for these costs.

g) If the buyer so requests, the seller is obligated to release the securities to which the seller is entitled to the extent that their realizable value exceeds the value of the seller's outstanding claims against the buyer by more than 10%. However, the seller may select the securities to be released.

11. Packaging Ordinance / WEEE Registration

The seller's Packaging Ordinance registration number is DSD 1245806
The WEEE registration number is DE 40816073

12. Place of Performance, Place of Jurisdiction, Applicable Law

a) The place of performance is the seller's registered office.

b) Contracts between the Provider and the Buyer, including these General Terms and Conditions of Sale and Delivery, and subject to individual agreements between the parties, shall be governed exclusively by German law, excluding the UN Convention on Contracts for the International Sale of Goods.

c) The place of jurisdiction for all disputes arising from contractual relationships between the Buyer and the Provider shall be the registered office of the Provider and/or Regensburg.