Terms of service

I. Scope of Application

1. All our deliveries and services – including future ones – such as consultations, suggestions, and other ancillary services, are exclusively based on the following General Terms and Conditions of Sale and Payment, unless they are modified or excluded with our express written consent. The inclusion of other General Terms and Conditions, particularly those of the customer, is expressly objected to, especially if they are communicated to us in a confirmation letter or in any other manner.

2. All technical information in our catalog regarding durability, usability, application conditions, legal regulations, tests, certificates, etc., of our products is valid at the time of printing. We reserve the right to make technical changes! In the context of technological progress, illustrations, dimensions, and descriptions are non-binding!

3. Our terms of sale apply only to businesses as defined in § 310 para. 1 of the German Civil Code (BGB).

II. Conclusion of Contract

1. All our offers, whether written or oral, and our catalog prices are subject to change and non-binding. Contracts are concluded upon receipt of our order confirmation.

2. All our information, dimensions, weights, illustrations, descriptions, assembly sketches, and drawings in sample books, price lists, catalogs, or other printed materials are approximate but determined to the best of our ability, yet non-binding for us. We reserve the right to make changes to the assortment and technical or optical specifications.

3. Contracts and other agreements, particularly those deviating from these General Terms and Conditions of Sale, Delivery, and Payment, become binding for us only upon our written order confirmation. Our employees, both in-house and field staff, are not authorized to make agreements that deviate from these General Terms and Conditions of Sale, Delivery, and Payment, unless they are authorized and instructed to do so by law and explicit legal authority.

4. If the customer believes that the order confirmation deviates from their order, they must immediately notify us in writing upon receipt, but no later than one week after the date of our order confirmation, of the alleged deviations. If the customer fails to review the order confirmation and/or promptly notify us of discrepancies, our order confirmation is deemed correct and binding for both parties.

5. Our customer is obligated to specify the subject matter of the purchase before concluding the contract, i.e., to provide information about the intended use, type of processing, and requirements in chemical, thermal, and mechanical terms without being prompted.

III. Prices

1. Our prices are in EURO and, unless otherwise agreed, ex-works Nuremberg. The statutory VAT rate applicable on the day of delivery is added. This applies to price information in offers, catalogs, and price lists, unless otherwise noted.

2. Orders for which fixed prices have not been expressly agreed and confirmed by us in writing will be invoiced at our prices valid on the day of delivery, provided the agreed delivery date for the ordered goods is more than 3 months after the date of our order confirmation.

3. Confirmed prices apply only to the confirmed quantities at the confirmed time. They do not apply to reorders.

4. Our net catalog prices are valid only for a minimum order value of EURO 100.00. Below this limit, a small order surcharge of EURO 20.00 applies.

5. Regardless of the order volume, we reserve the right to charge setup costs.

6. Additional conditions for call-off orders: The call-off order is concluded with the aim of ensuring long-term, continuous delivery of the contract item. The confirmed quantity must be taken within the agreed period. If this is not possible due to a sudden drop in demand, we reserve the right to retroactively adjust prices and recalculate, but no later than the end of the term. Typically, the entire call-off quantity is produced in one batch. If this is not possible, we reserve the right to adjust prices during the term if cost increases arise due to extraordinary events.

IV. Shipping, Delivery, and Self-Supply Reservation

1. The delivery times and dates we specify are approximate, unless a fixed delivery date or an exact delivery period has been expressly agreed without any reservation and confirmed by us in writing as binding. Exceeding approximate delivery times and dates does not release our customers from the obligation to accept and pay.

2. If we are not supplied, despite having placed orders with reliable suppliers for the same items, we are released from our obligation to perform and may withdraw from the contract. We are obligated to inform the customer immediately about the unavailability of the service and will promptly refund any consideration already provided by the customer.

3. Deliveries are generally made ex-works plus shipping and packaging costs.

4. Deliveries of foam and rubber-metal compounds are made ex-works, unless expressly agreed otherwise.

5. We determine the shipping route and means, as well as the freight forwarder and carrier, unless otherwise agreed in writing with our customer.

6. Delivery is made on account and at the risk of the customer. Upon dispatch by our own or third-party vehicles, the risk passes to the customer upon delivery to the freight forwarder or our own transport personnel. If free delivery is agreed, the risk passes upon arrival of the vehicle at the delivery location. Delivery is made at ground level of the supplier's address or the nearest accessible point by vehicle. The customer is responsible for accepting and securing the goods at the delivery location. We are not liable for loss or damage to the goods after the transfer of risk. If shipping is delayed due to circumstances attributable to the customer, the risk passes to the customer upon readiness for shipment.

7. Delivered items must be accepted by the customer, even if they show minor defects, without prejudice to their fulfillment and warranty claims under section IX. If the customer fails to do so, we are entitled to store the goods at the customer's expense as we see fit.

8. Partial deliveries are permitted. They are independent deliveries, particularly with regard to associated ancillary costs such as postage, packaging costs, delivery costs, etc.

9. Under- or over-deliveries of +/- 10% are permissible.

V. Delivery Delay

1. Delivery delay does not occur in the event of force majeure. Circumstances that make delivery difficult or impossible are equivalent to force majeure, including mobilization, war, blockade, import and export bans, strikes, and lockouts in our plants as well as in third-party plants, as well as other operational disruptions, fire, transport disruptions, or shortages of essential raw materials, auxiliary materials, operating materials, or building materials. The same applies if these force majeure events or equivalent events occur at our suppliers.

2. In all the aforementioned cases of delivery and performance disruptions not attributable to us, we are entitled to postpone delivery or performance for the duration of the hindrance plus a reasonable start-up period or, if delivery has become impossible due to the event, to withdraw from the unfulfilled part of the contract in whole or in part. In cases of force majeure or equivalent circumstances, the customer may request in writing that we declare whether we wish to withdraw or deliver within a reasonable period. If we do not declare within a reasonable period, the customer may withdraw from the affected contracts or contract parts.

3. Our liability for damages due to delivery delay is governed by the provisions in section X.

VI. Packaging

We use almost exclusively recyclable packaging that can be disposed of in an environmentally friendly manner. To the extent required by the Packaging Ordinance, we will take back our packaging after prior consultation with us. The return shipment must be made to us free of charge. We charge our customers the handling and disposal costs at cost price.

VII. Tool Procurement and Use, Retention of Title for Tools

1. Tool costs are payable immediately and without any deduction upon presentation of sample failures. Tools are stored and maintained by us according to requirements during the promised service life. Tools are stored by us for up to 3 years after the end of production. After that, the tool is made available to the customer for pickup. If the customer does not pick up the tool, storage and maintenance costs of a flat rate of EURO 250.00 per year plus VAT will be invoiced. If the customer does not pick up the tool despite a reminder, we are entitled after one year from the request to pick up the tool and after prior notice to dispose of or destroy the tool at the customer's expense and risk as we see fit. Any proceeds from disposal will be paid to the customer after deducting our costs. For customer tools that have been in use for more than 5 years or have been stored with us, there is no insurance coverage.

2. As long as a tool manufactured by us on customer order for the purpose of producing products for the customer is stored with us, it remains our property. This applies even after full payment of the tool by the customer. If the tool is provided by the customer, they transfer ownership to us as security for the claim described in sentence 4. The retention of title serves to secure all claims outstanding at the time of the request for return arising from the ongoing business relationship (security ownership). In the event of default, we are entitled at our discretion to dispose of the tool or take it over at its market value. Section XIV para. 4 §1 applies accordingly.

3. If the customer provides installation parts, they are obligated to deliver them to us in a timely manner, free of charge, in perfect condition, and properly packaged, after consultation with us. The customer is solely responsible for the flawless condition of the parts and materials they provide and is liable for any damage we incur due to any defects. We do not assume any liability for the suitability or dimensional accuracy of the provided installation parts. Our obligation to inspect the provided installation parts is limited to what is visible to the naked eye. A surplus delivery of 5% is required for rejects.

4. If the customer does not provide the installation parts on time or in perfect, immediately processable condition, the delivery date must be renegotiated.

VIII. Special Provisions for Orders Based on Drawings and Models

1. Even if we deliver based on drawings, samples, or models, they are binding for us only to the extent that they concern the design, taking into account material and manufacturing tolerances.

2. We retain ownership and copyright of our drawings, samples, and models. They may not be made accessible to third parties.

3. If we deliver based on the customer's sample, drawing, or model, the customer is solely responsible and liable for ensuring that we do not infringe any third-party rights. If a third party prohibits us from manufacturing or delivering based on a right they own, we are entitled to stop manufacturing and delivery until the matter is finally clarified, without examining the legal situation. The customer bears any additional costs we incur. The customer must compensate us for any direct or indirect damage we incur in connection with the infringement of any rights. The customer must pay an appropriate advance for any legal costs.

IX. Inspection and Notification Obligation

1. If a commercial transaction exists between both parties, the statutory inspection and notification obligation regarding defective or incorrect deliveries according to § 377 of the German Commercial Code (HGB) applies in accordance with the following provisions. The customer's notification must be in writing. The notification must be sent to Otto Haas KG. If we have provided the customer with a defect notification form, the notification is only effective if the customer uses this form. Defects must be notified within one week of the customer becoming aware of the defect, but no later than upon delivery of the goods to the customer, unless the defect was not detectable upon proper inspection. The timeliness of the notification is determined by the time it is received by us.

2. If the customer is a legal entity under public law or a public-law special fund, they are obligated to inspect and notify defects like a merchant according to § 377 HGB. The provisions in section 1 apply accordingly. The same applies if the contract is concluded in the course of the customer's commercial or independent professional activity (business).

3. Customers for whom the inspection and notification obligation under sections 1 and 2 does not apply are obligated to immediately notify us in writing of obvious defects; the same applies to non-obvious defects to the extent and as soon as the customer has actual knowledge of them. If the notification is omitted, not timely, or not in the proper form, the goods are deemed approved. Immediately means a period of no more than one week from the customer's actual knowledge; for obvious defects, the period begins no later than upon delivery. A defect is obvious if it is noticeable to the average non-commercial customer not particularly familiar with the subject matter of the contract without inspection effort.

X. Limitation of Liability

1. Our contractual liability for damages due to slight negligence in the breach of contractual, pre-contractual, and statutory obligations, as well as extra-contractual liability for slight negligence, is excluded. Furthermore, liability for gross negligence of simple vicarious agents, who are neither legal representatives nor executive employees, is excluded. The limitation of liability applies only to the extent that property or personal damage is not affected and cardinal obligations are not violated; property or personal damage includes financial damage directly or indirectly caused by property or personal damage. Liability under the principles of product liability is not excluded.

2. To the extent that liability is not already excluded under section 1, our contractual liability for damages in lieu of performance or for performance not rendered as owed due to slight negligence in the breach of contractual, pre-contractual, and statutory main and ancillary obligations, as well as extra-contractual liability for slight negligence, is limited in accordance with the following provisions (sentences 2 and 3). We are liable
   a) for each event giving rise to liability, i.e., particularly for each act or omission giving rise to liability, only up to a maximum amount, namely for property damage up to EURO 1,000,000.00. Multiple damages from deliveries of the same goods with the same defects are deemed to arise from a single event giving rise to liability; the same applies to multiple damages arising from the same cause.
   b) Otherwise, for each event giving rise to liability, up to the amount of the typically foreseeable damage. Section 2. a) last sentence applies accordingly.
   c) In the event of delivery delay, for each commenced week of delay up to 0.5% of the price of the item not delivered on time (excluding VAT, freight, and other costs), but no more than 5%.
   The liability limitations set forth in lit. a) to lit. c) of the preceding sentence apply in our favor concurrently.

3. The liability limitations under section 2 apply to customers who are businesses (section 2 sentence 1), legal entities under public law, or public-law special funds, with the proviso that liability for gross negligence is also limited. To the extent that we are not liable for delay or breach of essential contractual obligations, the liability limitation applies only to gross negligence of simple vicarious agents, who are neither legal representatives nor executive employees.

4. The preceding provisions in sections 1 to 3 also apply to claims of the customer against our vicarious agents and their vicarious agents; the same applies to our legal representatives and organs.

XI. Warranty

1. We are fully liable for quality or durability guarantees within the scope of the guarantee; otherwise, liability is determined in accordance with the following provisions of this paragraph. Our liability for damages due to defects, including lost profits, is excluded in accordance with section X section 1 and limited in accordance with section X section 2 sentences 2 and 3.

2. In the event of justified complaints, we will, to the exclusion of other warranty claims – for damage claims see above section XI. para. 1. sentence 2 – at our expense and at our discretion, provide a replacement delivery or remedy the defect. If the replacement delivery or remedy fails, the customer may choose to reduce the remuneration or rescind the contract. We are entitled to choose between remedying the defect and delivering a defect-free item in the event of defects.

3. The limitation period for defect claims is 12 months from the transfer of risk. If the defect concerns a building or an item that is used for a building according to its usual purpose and causes the defectiveness of the building, the statutory limitation period of 5 years, § 438 para. 2 BGB, applies.

4. The limitation period in the case of a delivery recourse according to §§ 478, 479 BGB remains unaffected; it is 5 years from the delivery of the defective item.

XII. Payment Terms, Payment Delay, and Set-Off Exclusion

1.1. Our invoices are due immediately upon receipt, unless otherwise agreed in writing, and must be paid without any deduction no later than the last payment date specified on the invoice, free of charge to our payment office. A fee of 20,- € applies for check submissions. The timeliness of payment is determined by the time of crediting to our account or cash payment to us.

1.2. The customer is in default upon a reminder after the due date, without a reminder upon expiration of the payment date specified on the invoice, but no later than 30 days after the due date and receipt of an invoice. We are entitled to charge 5 € to 10.50 € for each reminder. The assertion of the lump sum according to § 288 para. (6) BGB in the amount of 40,- € remains reserved. If the customer defaults on the payment of an invoice, all our claims against the customer from the business relationship become due immediately. We are then only obligated to deliver against advance payment.

1. We only accept rediscountable and properly taxed bills of exchange for payment if expressly agreed. In this context, the customer bears any additional costs such as discount charges, collection fees, etc. arising from the acceptance of bills of exchange. These additional costs are due immediately and payable immediately. Credits for bills of exchange and checks are made subject to receipt, less expenses, with value date of the day we can freely dispose of the proceeds.

2. The statutory rules regarding the consequences of payment delay apply.

3. Payments to persons acting on our behalf can only be made against presentation of an express, written collection authorization or a receipted invoice by us.

4. If there are multiple claims against the customer, we determine the allocation of incoming payments.

5. If the customer defaults on their payments, we are additionally entitled to withdraw from the contract or demand damages for non-performance. We may also prohibit the resale and processing of the delivered goods and demand their return or the transfer of possession of the delivered goods at the buyer's expense. The buyer irrevocably authorizes us now to enter the customer's premises in the aforementioned cases, take back all delivered goods, and dispose of them by private sale to the best possible extent to offset the open purchase price claim less any costs incurred. The same rights apply to us if concrete facts in the person or financial circumstances of the customer indicate an imminent cessation of payments. In the event of payment delay, we are additionally entitled to assert our retention of title, take possession of delivered goods, notify the customer's buyer of the assignment, and collect the claim as well as demand and realize security.

6. The customer is only permitted to set off any counterclaims if they are undisputed or have been finally adjudicated. The assertion of a right of retention by the customer due to unrecognized or not finally adjudicated counterclaims is excluded, to the extent that these claims are not based on the same contractual relationship.

7. We are entitled to assign our claims from the entire business relationship to a third party. The customer may not assign their claims and rights from the business relationship unless we have agreed to the assignment in writing; § 354 a of the German Commercial Code remains unaffected.