The following General Terms and Conditions form part of all contracts between HOOK & EYE GmbH, based in Stuttgart and Berlin, and its business partners. These Terms and Conditions override any opposing terms and conditions of our business partners for all contracts, including those signed in the future. Any different agreements must be in writing.
Written offers from HOOK & EYE GmbH are not binding in relation to price, delivery date or other terms. Oral agreements or assurances are not valid unless confirmed in writing. Once an order has been placed, customers are obliged to accept the ordered goods. Drafts, samples, illustrations and drawings in connection with the preparation of an offer remain the property of HOOK & EYE GmbH. If no contract comes about the drafts and plans prepared at the customer's request will be charged to the customer at 5% of order value as defined in the cost estimate.
The prices of HOOK & EYE GmbH are inclusive of German VAT, freight, packaging and other incidental expenses. For customers other than end-consumers, our prices are subject to the condition that our purchase prices, wages, taxes and other costs remain constant. If any circumstances should alter these costs between the contract date and the delivery date, or retroactively, HOOK & EYE GmbH is entitled to adjust the price accordingly. Packaging material cannot be returned to HOOK & EYE GmbH.
The characteristics defined in the relevant description of products and services define the properties of the delivery item comprehensively and definitively. Public statements by the seller, the manufacturer, their agents or third parties, do not include any descriptions of the delivery item that alter this description of services. If the scope of services extends to antique articles, their authenticity is neither guaranteed nor otherwise warranted or certified, either explicitly or implicitly.
HOOK & EYE GmbH accepts no purchasing risk. The company is entitled to revoke the contract if it does not receive the delivery item itself, despite having signed a purchase contract for it. This does not affect the liability of HOOK & EYE GmbH for deliberate acts or negligence as defined in these Terms and Conditions. HOOK & EYE GmbH will notify the customer without delay if the delivery item is not available on time and will exercise its right to revoke the contract without delay if it intends to do so. In this case HOOK & EYE GmbH will reimburse any consideration paid by the customer without delay.
HOOK & EYE GmbH is not liable for any defects in delivery items purchased from third parties and delivered unaltered to the customer; this does not affect liability for deliberate acts or negligence as defined in these Terms and Conditions.
The delivery item remains the property of HOOK & EYE GmbH until all its claims against the customer arising from the business relationship have been settled. If the customer is in breach of contract, in particular in default of payment, HOOK & EYE GmbH is entitled to revoke the contract and demand the return of the delivery item, after having given the customer a reasonable grace period to perform its obligation. This does not affect statutory provisions on circumstances in which no grace period is required.
For the avoidance of doubt, declarations by HOOK & EYE GmbH in connection with this contract (e.g. descriptions of services, etc.) do not include any guarantee. For the further avoidance of doubt, a guarantee can only be given in the form of an explicit written declaration by HOOK & EYE GmbH.
The customer is obliged to notify HOOK & EYE GmbH in writing of any material or legal defects within two weeks of identifying any such defect. The customer must describe the defect in the most detailed manner they are capable of. These provisions do not represent a deadline for the exercise of customer rights regarding defects.
30% of the total price – on the basis of any offer provided – is due when the order is placed. The purchase price – less any down payment in line with the preceding sentence – is due without any deductions on delivery. Customers are in default if they have not paid in full 14 days after the due date, without any further declaration from HOOK & EYE GmbH. In the event of any defects the customer is not entitled to withhold payment if this would be unreasonable in relation to the defects and the estimated costs of subsequent performance (in particular the cost of rectifying the defects).
HOOK & EYE GmbH is liable in accordance with statutory provisions for deliberate acts or gross negligence on the part of its representatives or agents. Otherwise, HOOK & EYE GmbH is only liable in accordance with the German Product Liability Act for damage to life or limb and to health or for culpable breaches of essential contractual obligations or for intentional misrepresentation by HOOK & EYE GmbH. Liability for damages for a breach of essential contractual obligations is limited to the foreseeable damages typical for the contract. No liability whatsoever is assumed for damages caused by the delivery item to other property of the customer, e.g. damage to other objects. This provision also extends to damages in addition to performance and damages in lieu of performance, for whatever reason, in particular due to defects, the breach of contractual obligations or in tort. It also applies to claims for the reimbursement of wasted expense. However, liability for delay is to be determined in accordance with the special provisions of these Terms and Conditions and liability in the event of impossibility of performance is to be determined in accordance with the relevant provisions of these Terms and Conditions.
HOOK & EYE GmbH is liable for delayed performance in accordance with statutory provisions for deliberate acts or gross negligence by the company or on the part of its representatives or agents. In other cases of delayed performance the liability of HOOK & EYE GmbH with regard to the customer is limited to 60% of the value of the delivery for damages in addition to performance and to 60% of the value of the delivery for damages in lieu of performance. Liability for damages for a culpable breach of essential contractual obligations is limited to the foreseeable damages typical for the contract, however. Additional claims by customers are precluded, even after the expiry of any period of notice given to HOOK & EYE GmbH. The preceding limitation does not apply to liability for damages to life, limb or health.
If delivery is impossible, the customer is entitled to claim for damages in accordance with statutory provisions. The customer's claim to damages in addition to or in lieu of performance and for wasted expenses is nonetheless limited to 60% of the value of that part of the delivery that cannot be used because of the impossibility. Additional claims by the customer due to impossibility of performance are precluded. This limitation does not apply in the event of liability for deliberate acts, gross negligence or damage to life, limb or health. The customer's right to revoke the contract is not affected.
The customer can revoke the contract in accordance with statutory provisions if HOOK & EYE GmbH is in breach of its obligations. In the event of a breach of obligations the customer is obliged to declare within a reasonable period after being requested to do so by HOOK & EYE GmbH whether it revokes the contract for breach of obligation or insists on delivery. In the event of defects, statutory provisions pertain, however.
If at the request of the customer the delivery item is not dispatched for more than two weeks after the agreed delivery date, or if no precise delivery date has been agreed, after HOOK & EYE GmbH has notified that the item is ready for dispatch, HOOK & EYE GmbH may charge a storage fee at a flat rate of 0.5% of the price of the delivery item per month, up to a maximum of 5%. The customer may bring evidence that HOOK & EYE GmbH suffered no damages or of a much lesser amount. HOOK & EYE GmbH may bring evidence that the damage suffered was in fact higher.
In the course of subsequent performance, HOOK & EYE GmbH is under no circumstances obliged to repeat its contractual performance. If subsequent performance is not successful the customer is entitled to reduce the purchase price or revoke the contract, at their discretion. If the customer wants to demand damages in lieu of performance or to perform the contract themselves, the rectification of the defect can only be deemed to have failed after the second attempt. This does not affect statutory provisions on circumstances in which no grace period is required.
Customers may only claim recourse against HOOK & EYE GmbH in accordance with Section 478 German Civil Code (BGB) (commercial right of recourse) to the extent that customers have not reached any agreement with their own customers that go beyond statutory claims for defects.
If any provisions of these Terms and Conditions are or should become invalid, this does not affect the validity of the remaining provisions. The invalid provision is to be replaced by the legally valid provision which corresponds to or most closely approximates the desired economic purpose.
The place of performance is Stuttgart. To the extent that the relevant legal conditions apply, the place of jurisdiction is the registered offices of HOOK & EYE GmbH.