Terms an Conditions

General Terms and Conditions of HOFELE-Design GmbH for HOFELE Special Parts(Status 2023)

1. General, scope of application

1.1. The following General Terms and Conditions of Hofele Design GmbH (“GTC”) shall apply to all – also future – deliveries and services of HOFELE Design GmbH (hereinafter “HOFELE”).

1.2. The following General Terms and Conditions shall apply in principle to all HOFELE contractual partners, i.e. to natural or legal persons or legally responsible associations of persons under civil law as well as to legal persons under public law or special funds under public law, irrespective of whether they are merchants within the meaning of the German Commercial Code or entrepreneurs or consumers within the meaning of the German Civil Code (hereinafter referred to as “Contractual Partners”). Deviating special provisions, in particular for consumers, are specifically identified in these GTC.

1.3 The GTC of HOFELE shall apply exclusively. Deviating or conflicting terms and conditions of the contractual partner shall only apply if HOFELE has expressly agreed to their validity in writing. In the absence of HOFELE’s express consent, deviating or conflicting terms and conditions of business of the contractual partner shall not bind HOFELE even if HOFELE has not expressly objected to them after receipt by HOFELE or if HOFELE performs its services without reservation in the knowledge of conflicting or deviating terms and conditions of business of the contractual partner.

1.4. Deviations from the GTC shall only be effective if they have been set out in writing in the respective contract and confirmed in writing by HOFELE.

1.5. Individual agreements made in individual cases between HOFELE and the respective contractual partner, including collateral agreements and amendments, shall in any case take precedence over these GTC including their annexes.

1.6. References to the applicability of statutory provisions in these GTCs are for clarification purposes only. Even without such clarification, the statutory provisions shall apply unless they are amended or expressly excluded in these GTC and/or in the Annexes.

2. Subject matter of the contract

The subject matter of purchase contracts and contracts for work and materials between HOFELE and the contracting party (hereinafter “Contract” or “Contracts”) shall be individualized HOFELE special parts (hereinafter “HOFELE Special Parts” or individually “HOFELE Special Part”). The HOFELE special parts are manufactured by HOFELE.

3. Conclusion of contract

3.1. All offers of HOFELE are always subject to change and non-binding, unless they are expressly designated as binding. Conclusions of contracts and other agreements, in particular also verbal subsidiary agreements and assurances by employees, shall only become binding upon written confirmation by HOFELE.

3.2. HOFELE shall send the contracting party a purchase contract or order offer (offer) in response to the contracting party’s specific inquiry regarding a particular HOFELE special part. The contracting party shall return this completed and signed to HOFELE after appropriate inspection (acceptance). The contract between HOFELE and the contracting party shall be deemed to have been concluded when HOFELE receives the offer signed by the contracting party (acceptance). HOFELE shall subsequently send the contracting party a corresponding order confirmation.

4. Right of withdrawal for consumers

4.1. Right of revocation If the contractual partner is a consumer within the meaning of §13 of the German Civil Code (Bürgerliches Gesetzbuch) and if the contract has been concluded using only remote communication (distance selling), the purchase contract may be revoked in accordance with the revocation instructions set out in Annex 1 to these GTC. A consumer within the meaning of Section 13 of the German Civil Code (Bürgerliches Gesetzbuch) is any natural person who enters into a legal transaction for purposes that are predominantly outside his or her trade, business or profession.

4.2. Declaration of revocation The contracting party may revoke its declaration of revocation in text form (e.g. letter, fax) within two weeks without stating reasons. The period begins with the date of the contract. The timely dispatch of the revocation is sufficient to comply with the revocation period. The revocation is to be sent to: HOFELE-Design GmbH, Fronäckerstraße 44, 71063 Sindelfingen.

4.3. Consequences of revocation In the event of an effective revocation, the services received by both parties shall be returned and any benefits derived shall be surrendered. If the contractual partner is unable to return to HOFELE the performance received in whole or in part or only in a deteriorated condition, the contractual partner must compensate HOFELE for the loss in value. HOFELE-Design GmbH 2 In this case, HOFELE shall charge a lump-sum compensation amounting to 0.3 % of the purchase price per 300 km or part thereof covered by a vehicle in which a HOFELE special part has been installed. In addition, 5.0 % of the purchase price shall be added insofar as the HOFELE special part has been entered in the letter of a vehicle. The contractual partner shall be expressly permitted to prove that a reduction in value has not occurred at all or that it is significantly lower than the aforementioned lump sum. In this case, the amount payable by the contracting party to HOFELE shall be reduced to the lower proven amount. This clause shall not affect HOFELE’s right to claim a higher reduction in value from the contracting party HOFELE reserves the right to assert any claims for damages and/or reimbursement of expenses resulting from improper use. In the case of surrender of goods, the claim for compensation shall not apply if the deterioration of the goods is exclusively due to their inspection – as would have been possible for the contractual partner, for example, in a retail store. In addition, the contractual partner can avoid the obligation to pay compensation by not using the item as if it were its own property and by refraining from all measures that are likely to impair the value of the HOFELE special part. The vehicle will be collected from the contractual partner by HOFELE.

4.4. Financed transactions

If the contractual partner has financed the contract by means of a loan and revokes the financed purchase contract, the contractual partner is also no longer bound by the loan contract if both contracts form an economic unit. This shall be assumed in particular if the contracting party’s lender avails itself of HOFELE’s cooperation with regard to the financing. Insofar as HOFELE has already received the loan proceeds at the time the revocation becomes effective, the contractual partner may not only claim against HOFELE but also against the contractual partner’s lender due to the reversal.

4.5. The right of withdrawal does not apply to contractual partners who are entrepreneurs within the meaning of §14 of the German Civil Code.

5. Delivery and place of delivery of HOFELE special parts; transfer of risk

5.1. Unless otherwise agreed in the individual contract, the contractual partner shall collect the HOFELE special parts at the latest within 7 calendar days after receipt of the respective delivery or collection notice at the registered office of HOFELE in Sindelfingen.

5.2. If the contracting party cannot appear in person to collect the HOFELE special parts, these will only be handed over to the person collecting them on presentation of a written power of attorney.

5.3. At the express request of the contracting party and subject to a separate agreement between the contracting parties, HOFELE shall deliver the HOFELE special parts to the contracting party within Germany (mail order purchase). In this case, shipment shall be made to the contracting party at the contracting party’s expense or to a third party according to the contracting party’s instructions.

5.4. The risk of accidental loss of the HOFELE special parts shall pass to the contractual partner at the latest upon handover.

5.5. In the event of shipment, the risk shall pass to the contracting party as soon as the goods to be delivered have left HOFELE’s works. The same shall apply if the goods to be delivered are sent directly to the contracting party by a sub-supplier at the instigation of HOFELE. In this respect, the point in time at which the parts leave the plant of the upstream supplier is decisive. These provisions shall also apply in the case of partial deliveries or if HOFELE has assumed other types of performance. They do not apply to consumers.

5.6. HOFELE is entitled to insure the goods to be shipped against the transport risk at the expense of the contractual partner. HOFELE shall only be obliged to do so on the basis of a special written agreement.

5.7. If the shipment is delayed due to circumstances for which the contracting party is responsible, the risk shall pass to the contracting party on the day on which the contracting party is notified that the goods are ready for shipment. Handover or acceptance shall be deemed equivalent if the contractual partner is in default of acceptance.

5.8. Storage costs after transfer of risk shall be borne by the contractual partner.

5.9. In the event of non-acceptance, HOFELE expressly reserves the right to assert the statutory claims to which HOFELE is entitled.

6. Delivery periods and dates and delay in delivery

6.1. Unless otherwise agreed between the contracting parties, HOFELE’s deliveries shall be ex works (Incoterms 2020).

6.2. Delivery dates and delivery periods shall be stated in writing and shall only be deemed binding if HOFELE has expressly designated them as binding in writing.

6.3. The delivery period shall commence on the date of order confirmation by HOFELE, but not before clarification of all technical and commercial details and submission of any necessary approvals. Any changes in the design of the HOFELE special parts requested by the contractual partner within the delivery period shall interrupt and extend the delivery period accordingly.

6.4. Performance periods in connection with the execution of installation, repair and maintenance contracts shall not commence prior to a corresponding order confirmation by HOFELE and the provision or availability to HOFELE of the contractual partner’s vehicle on which the work is to be performed.

6.5. In the case of dispatch of goods, the date of dispatch shall be deemed to be the date of delivery; in all other cases, the date on which the contractual partner receives notification of readiness for dispatch, delivery or handover shall be decisive.

6.6. Insofar as HOFELE cannot meet binding delivery deadlines for reasons for which HOFELE is not responsible (non-availability or non-performance of the service due to significant impediment or impossibility), HOFELE shall inform the contracting party thereof without undue delay and at the same time inform the contracting party of the expected new delivery deadline. If performance is not possible even within the new delivery period, HOFELE shall be entitled to withdraw from the contract in whole or in part; any counter-performance already rendered by the contractual partner shall be refunded without delay. A case of non-availability of performance in this sense shall in particular be deemed to be a case of non-timely self-delivery by suppliers if a congruent covering transaction has been concluded, neither HOFELE nor its supplier is at fault or HOFELE is not obliged to procure in the individual case. The occurrence of the delay in delivery shall be determined in accordance with the statutory provisions. Deviating mandatory statutory provisions in favor of consumers remain unaffected.

6.7. If the HOFELE special parts are not delivered or not delivered in full or if the service is not provided or not provided in full, the contracting party shall be entitled to withdraw from the contract after expiry of the deadline with respect to those deliveries and services which have not been delivered by the expiry of the grace period; in this respect, dispatch by HOFELE shall be deemed equivalent to delivery in the case of delivery transactions. If the contracting party incurs damage due to a delay in delivery for which HOFELE is responsible, HOFELE shall compensate the damage demonstrably incurred, but not more than 5 % of the net value of the goods or services of the delayed or omitted delivery or service, unless HOFELE can be charged with intent or gross negligence. If the respective contracting party is not a consumer and asserts a claim for damages in lieu of performance, such claims shall be excluded in the event of no grossly negligent or intentional conduct on the part of HOFELE.

7. Nature of the HOFELE special parts

7.1. Only the product specifications stated in the contract form shall be deemed to be the quality of the HOFELE special parts.

7.2. Information provided by HOFELE on HOFELE special parts (e.g. weights, dimensions, utility values, load-bearing capacity, tolerances and technical data) as well as representations of the same (e.g. drawings and illustrations) are only approximately authoritative unless usability for the contractually intended purpose requires exact conformity. They are not guaranteed characteristics, but descriptions or identifications of the delivery or service. Deviations that are customary in the trade and deviations that occur due to legal regulations or technical improvements representations, as well as the replacement of individual components with equivalent parts are permissible, insofar as they do not impair the usability for the contractually intended purpose.

8. Prices

8.1. The contracting party shall pay the purchase price stated in the contract.

8.2. The price agreed in the contract is in EUR ex works plus the statutory value added tax. It is to be understood as a fixed price and not discountable. Packaging, freight, postage, insurance and delivery charges as well as other ancillary services shall be charged separately.

8.3. The prices for repairs, assembly and other services shall generally be based on the respective expenditure, whereby work services shall be invoiced according to the respective applicable work value catalog, insofar as the price catalog applicable to HOFELE does not contain any information in this respect. The applicable catalog prices will be charged for HOFELE spare parts used.

9. Terms of payment

9.1. Unless expressly agreed otherwise, the purchase price shall be due for payment upon handover of the HOFELE special parts and handing over or sending of the invoice.

Invoices for repairs and assembly on vehicles provided to HOFELE shall be paid at the latest upon collection of the vehicle concerned.

9.2. Upon expiry of the payment period agreed between the contracting parties in accordance with clause 9.1 of these GTC, the contracting party shall be in default. In this case, HOFELE shall be entitled to charge default interest in the amount of five percentage points above the respective base interest rate to consumers and in the amount of nine percentage points p.a. above the respective base interest rate to other contractual partners pursuant to Section 247 of the German Civil Code. We reserve the right to assert further damage caused by delay. § Section 353 of the German Commercial Code remains unaffected.

9.3. In the case of partial deliveries or partial services, HOFELE may, in the event of default of payment by the contracting party, refuse performance of the services still to be rendered under the contract until the outstanding claims have been satisfied. Furthermore, in such a case HOFELE shall be entitled, in deviation from the provisions under sec. 9.1 to demand concurrent payment for the remaining services still to be rendered. Any mandatory statutory provisions in favor of consumers deviating from this shall remain unaffected.

9.4. The occurrence of default as well as other circumstances which considerably reduce the creditworthiness of the contracting party shall entitle HOFELE to make all claims from the current business relationship immediately due and payable. All payments by the contracting party to HOFELE shall be made by bank transfer to the business account of HOFELE via IBAN/SWIFT (Sepa). All fees incurred in this process shall be borne by the contracting party.

10. Set-off and right of retention

The contracting party shall only be entitled to set off counterclaims and to exercise a right of retention against claims of HOFELE to the extent that its claims have been established as final and absolute. are undisputed or recognized by HOFELE.

11. Resignation

11.1 HOFELE shall have the right to withdraw from the contract if the purchase price resulting from the contract plus ancillary costs plus the purchase price for the goods are not paid. statutory sales tax has not been paid in due time or the HOFELE special parts have not been accepted.

11.2 If, after the conclusion of the contract, it becomes apparent (e.g. by filing for insolvency proceedings) that HOFELE’s claim to the purchase price is jeopardized by the contracting party’s inability to perform, HOFELE shall be entitled to refuse performance in accordance with the statutory provisions and – if necessary after setting a deadline – to withdraw from the contract (§ 321 BGB). In the case of contracts for the manufacture of unjustifiable items (e.g. individual manufacture of HOFELE special parts), HOFELE may declare rescission immediately. The statutory provisions on the dispensability of setting a deadline shall remain unaffected.

12. Set-off and right of retention

The contracting party shall only be entitled to rights of set-off and retention insofar as its claim has been legally established or is undisputed. In the event of defects in the delivery, the counter rights of the contractual partner shall remain unaffected, in particular in accordance with Section 14 of these GTC.

13. Reprimand obligation

If the contracting party is a merchant, it shall inspect the delivered HOFELE special parts without undue delay after delivery and give written notice of any defects of the HOFELE special parts without undue delay, at the latest within 8 working days after delivery (§377 HGB). Hidden defects must be reported immediately after their discovery.

14. Warranty for defects

14.1 The statutory provisions shall apply to the rights of the contractual partner in the event of material defects and defects of title, including incorrect and short delivery as well as improper assembly/installation or defective instructions, unless otherwise stipulated below. In any case, the statutory provisions on the sale of consumer goods (§§ 474 et seq. BGB) and the rights of the contractual partner arising from separately issued guarantees shall remain unaffected.

14.2 The basis of HOFELE’s liability for defects shall be, above all, the agreement reached on the quality and the assumed use of the HOFELE special parts (including accessories and instructions). All product descriptions and manufacturer’s specifications which are the subject of the individual contract or which were publicly announced by HOFELE at the time of the conclusion of the contract shall be deemed to be an agreement on quality in this sense. Insofar as a quality has not been agreed upon, it shall be assessed according to the statutory provisions whether a defect exists or not.

14.3 In the event of defective deliveries or services, HOFELE shall be given the opportunity to inspect the defect complained of either on site or at HOFELE’s branch offices, at its discretion. The inspection by HOFELE shall be carried out without delay, provided that the contracting party demonstrates an interest in immediate settlement. No changes may be made to defective goods and/or services without HOFELE’s consent, otherwise the contracting party shall lose its warranty claims. In deviation from the above provisions, defect rectification measures may also be carried out by another specialist workshop at HOFELE’s expense under the following conditions: If a vehicle has become inoperable as a result of a defect and is more than 50 km away from HOFELE’s premises and HOFELE has given its consent to this before placing the order with the third-party workshop.

14.3.1 If a vehicle has become inoperable as a result of a defect and is more than 50 km away from HOFELE’s premises and HOFELE has given its consent to this before placing the order with the third-party workshop.

14.3.2 If there is an urgent emergency and HOFELE is not in a position to take immediate remedial action; the obligation of the contracting party to notify HOFELE of the defect without delay, stating the address of the company commissioned, shall remain unaffected.

14.3.3 If defects are remedied in another specialist workshop, it shall be included in the order form that it is a matter of remedying defects for HOFELE. It is essential to note that the removed parts must be kept available for a reasonable period of time. HOFELE is obligated to reimburse the contracting party for the necessary costs demonstrably incurred. The contracting party shall be obliged to work towards keeping the costs of remedying defects as low as possible.

14.4 In the event of demonstrable material or workmanship defects, HOFELE may, at its own discretion, remedy the defect free of charge or either provide a replacement free of charge against return of the defective goods or credit the invoice value. Any mandatory statutory provisions in favor of consumers deviating from this shall remain unaffected.

14.5 If HOFELE fails to meet its chosen obligation of subsequent performance (replacement delivery or repair) or fails to do so in accordance with the contract or if the subsequent performance fails, the contracting party shall be entitled to a reduction of the purchase price or the right to rescind the contract at its option within the framework of the statutory provisions. Any mandatory statutory provisions in favor of consumers deviating from this shall remain unaffected.

14.6 If defects occur in vehicles which HOFELE has received from the contracting party for the purpose of carrying out conversions and/or performance-enhancing measures and/or the installation of certain vehicle components such as In the event that HOFELE has been provided with special parts or services for the purpose of the installation of the HOFELE landing gear and/or for the performance of maintenance or repair work, the warranty obligation shall be limited in principle to the HOFELE special parts installed or services performed by HOFELE in each case. Deviating from the regulation above under para. 14.5 HOFELE shall be obliged to remedy the respective defect in the event of demonstrable material or workmanship defects. The obligation to remedy defects shall also extend to vehicle parts not originating from HOFELE which have been directly impaired or damaged as a result of the respective material or design defect.

14.7. Other or further claims of the contractual partner, in particular for compensation of processing costs as well as for damages not relating to the delivery item itself (consequential harm caused by a defect), are – as far as legally permissible – excluded. Any mandatory statutory provisions in favor of consumers deviating from this shall remain unaffected.

14.8. If boundary samples are sent to the contracting party for inspection, HOFELE shall only be liable for ensuring that the delivery is carried out in accordance with the inspected boundary sample, taking into account any corrections (determination of quality by boundary sample).

14.9. HOFELE shall in principle not be liable for defects of which the contractual partner is aware at the time of conclusion of the contract or is not aware due to gross negligence (§ 442 BGB). Furthermore, the contractual partner’s claims for defects presuppose that the contractual partner – insofar as it is a merchant – has complied with its statutory duties of inspection and notification (§§ 377, 381 HGB). In this regard, reference shall also be made to Section 13 of these GTC.

14.10. Claims of the contractual partner due to material defects shall become statute-barred in accordance with the statutory provisions two years after delivery of the subject matter of the contract. Notwithstanding the foregoing, a limitation period of one year shall apply if the contractual partner is a legal entity under public law, a special fund under public law or an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB) who is acting in the exercise of his commercial or independent professional activity when concluding the contract.

14.11. In the event of fraudulent concealment of defects or the assumption of a guarantee for the quality, further claims shall remain unaffected.

14.12. Information on performance increases and/or performance kits are to be understood as average values. Deviations of +/- 5 % due to testing are possible. Information on the total output of factory engines modified by performance enhancement and/or performance kits is based on the manufacturer’s specifications in the vehicle registration document, which in turn may deviate +/- 5%. HOFELE does not accept any liability for any further reduction in performance of factory motors.

14.13. HOFELE special parts are tested according to EU standards. HOFELE assumes no liability for the fulfillment of deviating national homologation regulations outside Germany.

15. Warranty claims

15.1. Claims of a contractual partner due to breach of a warranty shall only be considered if HOFELE has expressly confirmed a quality or durability warranty to the contractual partner in writing or has handed over pre-formulated warranty conditions to the contractual partner and has thereby designated the respective warranty as such.

15.2. HOFELE’s statutory warranty shall remain unaffected by the warranty liability.

15.3. The contracting party may only assert claims for damages due to breach of warranty to the extent that the contracting party was to be protected by the warranty against damages of the type that occurred.

15.4. Warranty insurance can be taken out at the request of the contractual partner, the costs of which shall be borne by the contractual partner.

16. General limitations of liability

16.1. HOFELE shall be liable for its own services and those of its vicarious agents in accordance with the general statutory provisions, unless the following provisions of this Clause 16 provide otherwise:

16.2. HOFELE’s liability for damages caused by HOFELE or one of its legal representatives or vicarious agents intentionally or through gross negligence shall be unlimited in amount.

16.3. In the event of damage resulting from injury to life, body or health, the liability of HOFELE, one of its legal representatives or vicarious agents shall be unlimited in amount, irrespective of the degree of fault.

16.4. HOFELE shall also be liable to an unlimited extent for damage caused by serious organizational negligence on the part of HOFELE and for damage caused by the absence of a guaranteed quality of the subject matter of the contract.

16.5. Insofar as none of the conditions set forth in para. 16.1.1 to 16.3, HOFELE shall be liable for slightly negligent breaches of material contractual obligations limited to the amount of the foreseeable damage typical for the contract, thus as a rule to the respective order value. Material contractual obligations are contractual obligations of HOFELE, the fulfillment of which is a prerequisite for the proper performance of the contract, the breach of which jeopardizes the achievement of the purpose of the contract and the observance of which the contractual partner regularly relies on.

16.6. Any further liability is excluded, in particular HOFELE’s liability for damages without fault is excluded.

16.7. Liability claims in accordance with the above provisions in para.16.1 of these GTCs shall become statute-barred, insofar as the contractual partner is a legal entity under public law, a special fund under public law or an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB), after one year from the statutory commencement of the limitation period. This shall not apply in the case of HOFELE-Design GmbH 6 intent or gross negligence or in the case of injury to life, body or health. In these cases, the statutory limitation period shall apply.

16.8. If the contractual partner is a consumer, the statutory limitation periods shall apply without restriction.

16.9. Liability under the Product Liability Act and mandatory statutory liability grounds shall remain unaffected by the above liability provisions.

16.10. The above liability provisions shall apply mutatis mutandis to HOFELE’s liability with regard to the reimbursement of futile expenses.

16.11. Insofar as HOFELE acts in individual cases as a service provider in the execution of an export transaction, liability for the condition and equipment, completeness and authenticity of the vehicle documents and keys of the subject matter of the contract is excluded. Furthermore, HOFELE shall not be liable in this case for partial or total loss of the money forwarded to the supplier of the subject matter of the contract if the latter acts with fraudulent, intentional, grossly negligent or fraudulent intent, or if there are discrepancies with regard to the purchase price, which was negotiated in advance by the contractual partner himself and directly.

17. Force majeure

In the event of force majeure affecting HOFELE itself, its upstream suppliers or the contracting party, the contracting party affected thereby shall be released from the obligation to deliver, perform or accept for the duration and to the extent of the effect. In this context, force majeure is in particular any official plant closure or disruption in the transport route for which we are not responsible, operational disruptions such as fire damage, floods, strikes, lawful lockouts and epidemics (including epidemics and pandemics).

18. Extended lien

18.1. HOFELE shall be entitled to a contractual lien on the items that have come into its possession on the basis of the order due to claims arising from the order.

18.2. The contractual lien may also be asserted on account of claims arising from work previously performed, spare parts deliveries and other services, insofar as they are related to the subject matter of the contract. For other claims arising from the business relationship, the contractual lien shall only apply insofar as these are undisputed or a legally binding title exists and the object of the order belongs to the contractual partner.

19. Retention of title

19.1. HOFELE shall retain title to the HOFELE special parts delivered by HOFELE until all claims against the contractual partner arising from the current business relationship have been satisfied or – if the contractual partner is a consumer – until all claims against this contractual partner arising from the respective contractual relationship have been satisfied. This shall also apply if a contractual partner who is not a consumer has fully rendered the counter-performance for deliveries designated by him and made by HOFELE within the scope of the current business relationship or – in the case of contracts with consumers – for partial performances rendered by HOFELE within the scope of a contractual relationship, the respective corresponding payments have already been made by the contractual partner.

19.2. Any processing shall be carried out on behalf of HOFELE without any obligation on HOFELE’s part and without any loss of HOFELE’s ownership as a result. If the contractual partner combines goods subject to retention of title with other goods, HOFELE shall be entitled to co-ownership of the new item in proportion to the invoice value of all combined goods. To this extent, the new item shall be deemed to be goods subject to retention of title within the meaning of these terms and conditions.

19.3. The contracting party shall be entitled to sell the reserved goods in the ordinary course of business. He is prohibited from making any other dispositions.

19.4. The contracting party assigns to HOFELE in advance all claims accruing to it from the use of the reserved goods. If the reserved goods are sold together with other items not belonging to HOFELE or if they are used as material in the execution of contracts for work and services, the assignment shall only cover the share of the proceeds corresponding to HOFELE’s co-ownership share in the reserved goods.

19.5. The contracting party is authorized to collect the assigned claims only in the ordinary course of business.

19.6. The contracting party shall notify HOFELE without delay of any seizure by third parties of the goods subject to retention of title or of the assigned claims. Costs of interventions shall be borne by the contracting party.

19.7. The authorization of the contractual partner to dispose of the reserved goods and to collect the assigned claims shall expire in the event of non-compliance with the terms of payment. In such cases, HOFELE shall be entitled to withdraw from the contract in accordance with the statutory provisions and to repossess the reserved goods. The resulting costs shall be borne by the contracting party. Upon HOFELE’s request, the contracting party shall also be obliged to provide HOFELE with the information and documents required to assert the assigned claims.

19.8. If the value of the securities available to HOFELE exceeds its claims by more than 10 % in total, HOFELE shall be obliged, at the contracting party’s request, to release the excess securities at its own discretion.

20. Termination of the contract for cause

HOFELE and the contracting party shall be entitled to withdraw from the contract in the event of good cause which makes it unreasonable for HOFELE or the contracting party to continue the contract, even taking into account the interests of the contracting party….

21. Final provisions

21.1. These GTC and the contractual relationship between HOFELE and the contracting party shall be governed by the laws of the Federal Republic of Germany, excluding the international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods (CISG).

21.2. Changes or additions to these GTC must be made in writing. This also applies to the amendment of the written form requirement itself.

21.3. The place of performance is Sindelfingen.

21.4. If the contractual partner is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive – including international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the registered office of HOFELE. The same shall apply if the contractual partner is an entrepreneur within the meaning of § 14 BGB. However, HOFELE shall in all cases be entitled to bring an action at the place of performance of the delivery obligation pursuant to these GTC or a prior individual agreement or at the general place of jurisdiction of the contractual partner. Overriding statutory provisions, in particular on exclusive responsibilities, shall remain unaffected.

21.5. Should individual provisions of these GTC be or become void or ineffective in whole or in part, this shall not affect the validity of the remaining provisions. Insofar as provisions have not become an integral part of the contract or are invalid, the content of the contract shall be governed primarily by the statutory provisions (Section 306 (2) BGB). Only in other respects and insofar as no supplementary interpretation of the contract takes precedence or is possible, shall the parties replace the void or invalid provision with a valid provision that comes as close as possible to it in economic terms.

Annex 1 – to the General Terms and Conditions of HOFELE-Design GmbH for HOFELE special parts