General Terms and Conditions of HybridSupply GmbH
Section 1 Scope of application, customer information
These General Terms and Conditions govern the contractual relationship between you and HybridSupply. By placing an order with HybridSupply you expressly accept these General Terms and Conditions and acknowledge that you were aware of these General Terms and Conditions or they have been made available to you prior to placing your order.
Section 2 Conclusion of contract
(1) By clicking on the order button, you submit a binding offer to conclude a purchase agreement, whereas the confirmation sent by HybridSupply after receipt of your order does not constitute acceptance of your offer.
(2) Your offer shall be deemed accepted by HybridSupply in whole or in part if you receive the ordered goods or parts thereof within four weeks from receiving the confirmation of receipt of your order, or you receive the order confirmation. The content of the order confirmation or the scope of delivery shall be authoritative with respect to the scope of acceptance by HybridSupply as well as the concluded purchase agreement. After the expiry of the aforementioned period, you shall no longer be bound by your offer, and your original offer will be deemed to have been rejected by HybridSupply.
(3) The principles set out in (1) and (2) shall also apply when ordering by post, fax or similar or when ordering by telephone. By way of derogation from the required acceptance period, HybridSupply has to accept telephone orders immediately and the content and scope of the concluded purchase agreement shall be set out in the order confirmation with binding effect, unless the content of the concluded agreement has been misrepresented by HybridSupply.
Section 3 Retention of title
The contractual item shall remain the property of the HybridSupply until the purchase price has been paid in full. HybridSupply shall retain title to all items in a delivery, even if they are only part of a delivery and /or order until they have been paid for in full. The payment shall be deemed to have been made when cleared funds are available to HybridSupply on a lasting basis, i.a. by crediting a designated business account of HybridSupply. This shall include but is not limited to direct debit payments to HybridSupply, in particular, if the payment can no longer be unilaterally reversed by cancelling or by not authorising the direct debit.
Section 4 Warranty, limitation period, inspection and reporting obligation
(1) As a buyer you are entitled by law to receive corrective action or supplementary performance. HybridSupply reserves the right to provide supplementary performance in a timely manner under applicable warranty provisions, unless this proves to be economically unviable for HybridSupply in any given case. In the case of supplementary performance, you are obliged to return the originally delivered goods within 10 working days of receiving the second delivery to HybridSupply in accordance with statutory provisions. Otherwise, the originally delivered goods shall be deemed free of defects and must be paid for separately in addition to the second delivery, in accordance with prices specified in the purchase agreement. The receipt of goods by HybridSupply shall be authoritative for compliance with the above time limit.
(2) Warranty claims are subject to a limitation period of one year from the transfer of risk, which in case of dispatched goods is the handover of the goods to the carrier. The limitation period of one year shall not apply to claims for damages, fraudulent concealment of defects and guarantees provided by HybridSupply. If the limitation period has not been agreed in special agreements, the statutory provisions shall apply. If you have as a business demonstrably resold the delivered goods on behalf of HybridSupply in the normal course of business, and at the same time you have an obligation towards the customer to install the goods, it is assumed by mutual agreement that a contract for work and services has been concluded between you and your customer. This shall not apply if this obligation to install the goods has only played a subordinate role and your customer as a layman could have carried out the installation by himself, without the need, e.g. for regulatory permits, such as an operating licence so that the resale of goods delivered by HybridSupply to your customers should be considered to be another purchase agreement with pure supply and title acquisition obligations. In this case, the foregoing shall be without prejudice to the validity of statutory provisions set out in Article 478 of the German Civil Code (BGB), to the extent that a used item has been sold to you. In the latter case, claims under Article 478 of BGB shall be excluded.
(3) In particular, as a business you are obliged to examine and notify us if you identify any defects in goods delivered upon receipt. You should not only carry out a visual inspection of the goods but also check whether the goods are free of defects. Any defects and other deviations of the delivered goods from the ordered goods must be notified to us immediately. Otherwise, the goods shall be deemed to have been accepted in terms of quality and quantity. This obligation to notify us promptly shall also apply when a hidden or initially unidentified defect has been or could have been discovered. This provision shall also apply to resale within the scope of Section 478 BGB. Articles 377 et seq of the German Commercial Code (HGB) shall apply in a supplementary manner.
Section 5 Limitation of liability
(1) HybridSupply shall be liable for damage suffered as a result of an intentional or grossly negligent breach of duty on part of HybridSupply, a legal representative or vicarious agents.
(2) Furthermore, HybridSupply shall be liable for slightly negligent breach of material contract obligations, the fulfilment of which you may rely upon and, which is indispensable for proper performance of the contract. However, HybridSupply shall only be liable for damage, which is contractually foreseeable.
(3) HybridSupply shall not be liable for slightly negligent breach of obligations other than those listed in the preceding paragraphs (1) and (2).
(4) However, the foregoing limitation of liability shall not apply to loss of life or injury, assumption of a guarantee for the quality of goods and fraudulent concealment of a defect. This shall be without prejudice to liability under the Product Liability Act.
(5) The foregoing limitations of liability shall also apply to defects of title.
Section 6 Applicable law, verbal agreements, powers of attorney
(1) The applicable law for any claims arising from or in connection with the performance and / or rescission of contracts concluded with HybridSupply shall be German law to the exclusion of the UN Convention on the Sale of Goods (CISG)
(2) Any substantive and ancillary provisions concerning contractual obligations must be agreed in writing. To be effective, verbal side agreements must be confirmed in writing.
(3) Except for the company's management or employees with power of procuration or special powers of attorney, employees of HybridSupply are not authorised to conclude agreements that differ from the general rules and in particular, the General Terms and Conditions in the name and for the account of HybridSupply. The same shall apply to quality agreements, assurances and guarantees.
Section 7 Place of performance and jurisdiction
(1) The place of performance for any claims arising from the contractual relationship with Hybrid Supply as well as any restitution claims shall be the registered office of HybridSupply.
(2) If you are business, the place of jurisdiction but not the sole place of jurisdiction shall be the registered office of HybridSupply to the extent permissible by law.
Version: February 2014