Terms and conditions

A. Terms and conditions of sale, delivery and payment

I. Conclusion of contract

Our terms and conditions of delivery and payment apply exclusively, and our customers agree to them when the order is issued, and indeed likewise for future transactions, also if they are not referred to expressly, but are sent to the orderer with an order confirmed by us. If the order is issued at variance to our terms and conditions of delivery and payment, then only our terms and conditions of delivery and payment apply, even if we do not object. Different terms and conditions therefore only apply if they have been expressly recognised by us in writing.
Rule on transfer
We are entitled to transfer the claims arising from our business relationships.
All offers, acceptance of orders, conclusions of contracts and other statements of legal transactions of HiCon GmbH & CO. KG are made exclusively according to the terms and conditions determined here. In addition to this, the current version of the Official Contract Form, drawn up by the International Council of Hides, Skin & Leather Trader’s Association and the International Council of Tanners. Insofar as nothing else is determined in the present document, and there is no objection to the conditions of the Official Contract Form, drawn up by the International Council of Hides, Skin & Leather Trader’s Association and the International Council of Tanners, the terms and conditions of the International Commercial Terms (InCoTerms) with its respective existing supplements apply in the alternative and exclusively for possible loopholes in the regulations which are not indicative either from interpretation of the contract, nor through applicable commercial custom at the registered seat of HiCon GmbH & CO. KG.
Offers from HiCon GmbH & CO. KG are always subject to change up to the point that they are accepted in a legally binding way. The content of the order confirmation from HiCon is exclusively decisive for the scope of delivery and service. Should the order confirmation not agree with the customer’s order, the customer is to object to the order confirmation immediately, at the latest three days after receipt of the order confirmation. If no objection is made, the transaction with the contents represented in the order confirmation comes into effect without requiring a special statement of agreement from the customer.
HiCon GmbH & CO. KG reserves the right to change the prices accordingly if there are decreases or increases in costs of at least 5 % after the conclusion of the contract. This also applies for rawhide prices.

II. Licenses, delivery, delays in delivery

The contract is concluded subject to the final and timeous issuing of all necessary export and import licenses, as well as other relevant authorisations, which are required for processing this transaction. It does not depend on the customer’s knowledge of the requirements for licenses and authorisations.
In order to adhere to HiCon’s delivery obligations, it is required that the customer’s possible preliminary requirements are fulfilled properly on time.
The delivery dates arise from the written order confirmation from HiCon GmbH & CO. KG. The delivery dates and deadlines stated therein are approximate dates and are therefore only binding insofar as they have been expressly described as binding in writing.
Delays in delivery and performance due to force majeure and due to events which make deliveries more difficult or impossible for HiCon – this includes in particular force majeure, animal diseases, strike, lock-out, official decrees, circumstances outside HiCon’s area of influence (including delayed performance of the licenses and authorisations mentioned under 1.) also if they occur with suppliers to HiCon or their sub-contractors – HiCon GmbH & CO. KG is not responsible in the case of bindingly agreed dates and deadlines. For such a case, the customer consents to a postponement of the delivery date for a duration of up to three months. Default by HiCon GmbH & CO. KG is expressly excluded during this period. If it is foreseeable that a solution to or improvement of the situation will not occur within this period, HiCon GmbH & CO. KG – and only HiCon GmbH & CO. KG – is entitled to unilaterally rescind the contract not yet fulfilled in whole or in part up to the end of three months. No claims by the customer against HiCon GmbH & CO. KG – regardless of what kind – arise from the postponement of the delivery date or respectively the rescission of the contract.
If the originally agreed delivery date is already exceeded by more than three months and it is not foreseeable that the obstructions to the fulfilment of the contract will be removed, the customer is entitled to rescind the contract after a suitable grace period. Claims by the customer against HiCon GmbH & CO. KG do not arise because of the delay or the delivery which was not made.
The customer does not have a right of rescission is the customer delays acceptance, risk has already been transferred to him, the customer is responsible for the delivery not having been carried out at a certain time for other reasons when the hindrance did not yet exist or if the hindrance was known or could have been known to the customer at the time the order was issued. In these cases the customer remains obligated to counter-perform.
HiCon GmbH & CO. KG is entitled to part deliveries, insofar as this is reasonable for the customer.
If the customer does not accept the goods, HiCon GmbH & CO. KG is entitled to rescind the contract or to demand compensation for damages due to non-performance after setting a period of grace of two weeks.

III. Goods, quality, defects, duty to report

The goods delivered by HiCon GmbH & CO. KG are to correspond with a quality of average type and quality according to the description and in accordance with standard commercial practice. There is no liability for applicability for a particular purpose, insofar as the applicability for the particular purpose is not expressly agreed. The same applies for the suitability of the goods for particular methods of working and processing.
Differences in measurements are only considered defects if the difference is identifiably more than 3 % more or less, unless such a deviation would be insignificant due to particular circumstances in the individual case.
If the goods are bought according to weight, the weight on shipping is decisive. Losses in weight through natural processes like drying out and the like are not taken into consideration. The same applies for slight deviations from the agreed amount up to 3 % of the total weight.
The delivered goods are to be checked by the customer immediately upon handing over at the location and position with the diligence necessary according to § 377, 378 BGB [German Civil Code] and ascertainable defects are to be noted in detail on the transfer papers (delivery note, receipt confirmation, consignment note) while not admitting any other claims. If it is not possible to check the goods immediately upon handing over, this fact must also be noted on the papers while not admitting any other claims. The customer shall make up for the check immediately and make his detailed, written reports within seven days. Reports made later can be rejected by HiCon GmbH & CO. KG without checking.
All reports are to be made with comprehensible contents. It is to be submitted where the goods are for the purpose of the check through HiCon or a person authorised by it. For this purpose, the goods are to be made accessible on request; if there is no opportunity for HiCon GmbH & CO. KG to make the check, the report can be rejected.
If it is shown that the delivered goods are evidently defective, HiCon GmbH & CO. KG is entitled to deliver goods free from defects or to make improvements, as it chooses. If it is not interested in replacement delivery or if it is not objectively reasonable for the customer to accept the goods owed, HiCon GmbH & CO. KG shall reimburse the customer for the minimum value. There are no further claims by the customer from or in connection with defects. In particular, there is no claim for settling possible consequential damages from defects.
For import goods, claims by the customer for reimbursement of the minimum value or respectively for replacement delivery can only be raised insofar as the goods are stored at the port of arrival at the quay. The deadline of seven days to report begins to run with the successful unloading of the boat.
Making guarantee or compensation for damages claims does not postpone the maturity of the purchase price.
HiCon’s liability is in such cases limited to the cases of intent and gross negligence. Further liability by HiCon GmbH & CO. KG is excluded. This applies in particular also for claims for compensation of damages from fault upon conclusion of contract, positive breach of contract or because of tort claims. This also applies for the representatives and persons assisting in the performance of obligations of HiCon GmbH & CO. KG.

IV. Place of performance, shipping, transfer of risk

The place of performance and the place of handing over is Oberhausen, Federal Republic of Germany.
Insofar as there are no shipping instructions available, the goods shall be shipped using common modes of transport. Risk is transferred to the orderer or respectively to the customer with the sending of the delivery to the place of performance. This also applies if only part deliveries are made or the delivery was agreed carriage paid in full or only in part.
If the shipment of the goods made ready is delayed as requested by the customer in consequence of other circumstances which HiCon GmbH & CO. KG is not responsible for, risk is transferred to the customer when he is informed about the goods being ready for shipment.
If HiCon GmbH & CO. KG delivers the goods with its own or commissioned vehicle, the loading and unloading is to be carried out by the customer immediately after the arrival of the transport.
If the customer defaults on the withdrawal, acceptance or collection, or he is responsible for a delay, HiCon GmbH & CO. KG is entitled to rescind the contract up to the amount concerned.
The customer is in any case obligated to accept the delivered goods.

V. Currency, payment, maturity, default

Prices are fundamentally in Euro, insofar as no other currency is agreed.
Payments are to be made in the currency charged. If other types of money and means of payments are accepted by HiCon GmbH & CO. KG, HiCon GmbH & CO. KG is authorised by the customer to obtain the means of payment determined. The customer has to pay extra in the case of possible currency differences immediately upon request.
All increases in shipping costs, exchange rates in the case of foreign currency exchanges, insurance rates of custom duties, taxes or other fee increases of whatever kind, as well as the introduction, implementation and customs regulations occurring during the contract are carried by the customer. For invoices for deliveries of goods from imports, basis port of destination or in the case of a delivery with a free destination of the customer, the payment dates run from the day of the arrival of the goods.
All other invoices are due and payable net immediately after receipt of the delivery. Payments are to be made fundamentally as cash on delivery. If the customer has authorised HiCon GmbH & CO. KG to collect debts in the course of the debit entry procedure, or has issued an order in favour of HiCon to the bank at which his account his held for this purpose in the collection authorisation procedure using a debit entry, he must ensure that there is sufficient cover in his account.
HiCon GmbH & CO. KG is entitled to initially charge the customer payments on older debts in spite of different provisions from the customer and shall inform the customer about the type settlement carried out. If costs and interest are already incurred, HiCon GmbH & CO. KG is entitled to initially charge the costs, then the interest, and finally the main performance.
A payment is then first carried out if HiCon GmbH & CO. KG can dispose of the sum. The acceptance of instructions, bills of exchange and cheques is only considered to be on account of performance; acceptance is not made on fulfilment instead. The contract is not fulfilled until cashing. The day of cashing is considered the day of payment.
Failure to observe the payment period or respectively the payment deadline is considered default, without a reminder being served. From the day of the default on, interest for default amounting to 8 % above the particular bank rate of the Deutsche Bundesbank is to be paid. The right to render a higher rate of interest as damages for default is reserved.
Maturity of the factor’s claims against the debitor
If the purchaser defaults on any payment obligations to us, all existing debts shall be due immediately.
The maturity of the contractually established remuneration shall not be cancelled through making existing claims on the side of the customer.
Performance
All payments are to be made with the effect of discharging debt exclusively to the bank account of Coface Finanz GmbH, Isaac-Fulda-Allee 5, 55124 Mainz, to which we have transferred our current and future claims from our commercial relationship. We have also transferred our goods under reservation of title to this institution.
The customer can only offset the claims of HiCon with undisputed or legally valid established claims. The customer is only authorised to exercise a right of retention insofar as his counter-claim concerns the same contractual relationship.

VI. Retention of ownership

Until the complete fulfilment of all claims from the commercial relationship, including outstanding balance claims from the current account and accessory claims against the customer which HiCon GmbH & CO. KG is entitled to now or in the future from any legal basis, HiCon GmbH & CO. KG shall be granted the following securities which it shall release on request as it chooses, insofar as its value sustainably exceeds the claim by more than 20 %.
All the goods remain the property of HiCon GmbH & CO. KG (retention of ownership). If the goods subject to retention of ownership are used or transformed beforehand, this is always done for HiCon GmbH & CO. KG as manufacturer, but without any obligation for it. If HiCon’s ownership expires through bonding, it is agreed here now that the purchaser’s ownership in the single object is transferred to HiCon GmbH & CO. KG according to the value of the part (invoice value). The purchaser keeps the property of HiCon safe free of charge.
The customer is not entitled to pledge the goods subject to retention of ownership and to transfer for security to third parties.
The customer is entitled to sell the goods subject to retention of ownership in a business transaction in accordance with the regulations, insofar as he is not in default. By way of security, the customer assigns to HiCon GmbH & CO. KG in full claims arising from the resale or another legal basis regarding the goods subject to retention of ownership, including the outstanding balance claims from the current account. HiCon GmbH & CO. KG gives its revocable authorisation to the customer to collect claims assigned to HiCon GmbH & CO. KG for its invoice in its own name.

The customer is to inform HiCon GmbH & CO. KG about the resale, provide the name of the debitor for the assigned claims and to show the debtors the assignation.
The customer is to inform HiCon GmbH & CO. KG immediately about possible access, in particular pledges of third parties on the goods delivered subject to retention of ownership or on the assigned claims. Insofar as the third party is not in the position to reimburse the seller for the costs arising in this connection in court or out of court, the customer is liable for this.
Since the right of retention is also valid vis-à-vis the shipping contractor, the goods shall be handed over to him on request from the customer or by reason of HiCon.
Goods delivered under retention of ownership are to be treated with care and are to be insured against fire and water damage, as well as against theft. In cases of damage, claims for compensation arising against third parties take the place of the retained ownership and the claims assigned beforehand.
The customer is obligated to render account to HiCon GmbH & CO. KG at any time on request and to issue information, in particular regarding the whereabouts of the goods and the revenue within the framework of this agreement.
If the customer defaults on payment or does not honour a bill of exchange by the date of maturity, HiCon GmbH & CO. KG is entitled to take back the goods subject to the right of retention or, where applicable, to demand assignation of the customer’s claim for restitution against third parties. HiCon GmbH & CO. KG has the right, where necessary, to enter the business of the customer and to remove the goods. HiCon GmbH & CO. KG is responsible in such cases to prohibit the resale, reworking or removal of the goods.
The contract is not rescinded through the withdrawal or the pledging of the goods subject to the right of retention by HiCon GmbH & CO. KG.

VII. Credit worthiness, right of rescission

The credit worthiness and the solvency of the customer are the basis of every conclusion of contract.
If justified doubts concerning the creditworthiness of the customer arise, in particular because a credit insurer refuses to secure the claim or other circumstances become known which suggest a negative development of the customer’s asset situation or payment difficulties already existing or to be expected, HiCon GmbH & CO. KG is entitled to make the entire residual debt due, to demand advance payments or to demand a collateral security holding value, especially a bank guarantee, or to rescind from the contract, according to its discretion.
If HiCon GmbH & CO. KG demands a security for one of the reasons mentioned under paragraph 2, it is entitled to retain the goods until the security is performed. If HiCon sets the customer a deadline for the collateral which is not adhered to by the customer, and if the goods are therefore further withheld, the customer is to be treated as if he is in default of acceptance regarding the delivery.
Claims for compensation for damages by the customer on the basis of a rescission declared according to the above rules and regulations are excluded.
The purchaser is only entitled to offsetting, retention or reduction, also if defect reports or counter-claims have been made, if the counter-claims have been established as legally valid and are indisputable.

VIII. Applicable law - Jurisdiction

The commercial relationship between HiCon GmbH & CO. KG and the customer is subject to the law of the Federal Republic of Germany. The Hague Convention on the Uniform Law on the International Sale of Goods, as well as the provisions of the UN CISG of 11.04.1980 expressly do not apply.
The court of jurisdiction for all disputes arising directly or indirectly from the commercial relationship is the objectively responsible court for Oberhausen.
The contractual relationship is subject exclusively to German law, in particular the German Civil Code (BGB) and the German Commercial Code (HGB).

IX. Supplementary clause

Should individual provisions of this agreement be ineffective, the parties agree to replace this provision with a corresponding provision which comes as close as possible to the purpose of this agreement and which is effective and valid.

B. Terms and conditions of purchase

I. General

Insofar as nothing else is provided in the following, the particular valid statutory provision apply for all purchases by HiCon GmbH & CO. KG. The terms and conditions of sale, delivery and payment do not apply, also not correspondingly.

II. Payments

Payments are made by us within 30 days from receipt of the goods.
In the case of defective delivery or service, HiCon GmbH & CO. KG is entitled to withhold payment until fulfilment according to the regulations.
The seller, supplier or other commercial partner is not entitled to assign to a third party or have collected by a third party an existing claim against HiCon GmbH & CO. KG, unless HiCon GmbH & CO. KG has expressly agreed to this beforehand in individual cases.

III. Defects - Default

HiCon GmbH & CO. KG is to report defects in the delivery or service to the seller within a suitable test period. An oral or telephone message is sufficient for this. All other possible methods of making the report are expressly allowed. There are no further requirements regarding the form and deadline. The seller expressly waives the objection of delayed reports of defects.
In the case of default, HiCon GmbH & CO. KG is entitled to reduce the payment of the delivery or service appropriately. For every month of delay started – regardless of further claims – at least 1 % of the invoice amount is forfeited.
In the case of delay of more than 14 days, HiCon GmbH & CO. KG is entitled to rescind the contract and compensation for damages without setting a period of grace. HiCon is in particular entitled to obtain the goods elsewhere and to charge the seller with the difference to the agreed purchase price.

IV. Miscellaneous

The commercial relationship between us and the seller, supplier or other commercial partners is subject exclusively to German law integrated with the provisions of the UN CISG of 11.04.1980 (possible general terms and conditions of the seller, supplier or other commercial partner which are contrary to these do not apply).
The court of jurisdiction is the objectively responsible court for Oberhausen. The responsible court at the location of the seller’s seat can also be chosen by HiCon.

C. Data protection

The customer takes note and agrees that HiCon GmbH & CO. KG may collect, store, process, use, convey to third parties and delete all customer data from the commercial relationship within the framework of its purpose. The data concern e.g. name, address, type of goods. Insofar as it is necessary to administer legitimate interests of HiCon, HiCon conveys data to collection agencies. HiCon GmbH & CO. KG is certain that matters of the customer worthy of protection shall not be encroached upon by this.