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General Terms and Conditions (GT&Cs)

Last updated: 01 January 2015

1. Scope
Sales, deliveries and other services of the company Hartmann GbR (hereinafter "Hartmann") are made exclusively in accordance with the following general sales and delivery conditions which the buyer acknowledges with the placement of the order or the acceptance of the service. They also apply to future business with the buyer. The validity of any conflicting, diverging or supplementary business conditions of the buyer is excluded even if the company Hartmann does not explicitly contradict them.

2. Offers, scope of performance and contract conclusion
(1) All offers from Hartmann are non-binding. A contract only comes into effect with a written order confirmation from Hartmann or the actual rendering of the service through Hartmann. The contract content is determined solely by the order confirmation and these conditions of delivery. Oral agreements or consents require a written confirmation from Hartmann in order to be considered valid.

(2) Hartmann reserves the right to make changes in the design, the material selection, the specification and the type of construction even after dispatching the order confirmation if these changes do not contradict the order confirmation or the specifications of the buyer.

(3) Regarding specifically prepared offers, Hartman is bound for 30 calendar days.

(4) Submissions in offers and/or order confirmations from Hartmann that are based on an obvious error, namely a clerical or computational error, do not obligate Hartmann. On the contrary, the obviously intended declaration will be applicable.

(5) Conclusion of the contract is subject to the reservation that Hartmann receives correct and punctual deliveries from the Hartmann suppliers.

3. Deadlines, dates and part deliveries
(1) Delivery dates and terms of delivery are binding only if they have been confirmed in writing by Hartmann and only if the buyer has provided all required information and documents for the delivery in good time and has paid any deposits already agreed upon. Agreed time limits begin on the date of the order confirmation. The deadline for additional or supplementary orders shall be extended accordingly. The delivery time has been observed if the consignment has left the factory by the deadline of said delivery time, or if the buyer has been notified that the item is ready to be dispatched.

(2) Any unforeseen or unavoidable events and those beyond the control of Hartmann such as: force majeure, war, natural disasters, official government orders or labour disputes release Hartmann from making timely deliveries and services for their duration. Agreed dates will be extended depending on the duration of the disruption; the buyer will be appropriately notified about this at the outset of the disruption. Changes to the delivery or service initiated by the buyer also lead to a reasonable extension of the delivery and performance obligations.

(3) On reasonable grounds Hartmann can carry out partial-deliveries and can charge for the previously rendered partial performances.

(4) Any liability is passed on with the handover of the consignment to the shipping company or to the buyer itself. If the handover or delivery is delayed for reasons for which the buyer is responsible, the liability is passed on to the buyer the day it has been notified regarding the readiness of dispatch of the item to be delivered.

4. Prices and Terms of payment
(1) All of Hartmann’s prices are ex-factory, i.e. excluding the respective statutory VAT, any customs duties and packaging and shipping costs, which are charged separately.

(2) Unless otherwise agreed, invoices from Hartmann are due on invoicing and payable within 14 days.

(3) The buyer is in default latest 30 days after the due date and delivery of the invoice. Reminder fees and past-due interest collected due to payment default are always due with the payment.

(4) In the case of delivery abroad, during insolvency proceedings or for first-time buyers, Hartmann is entitled to demand a deposit, prepayment or cash payment on delivery of the items.

5. Acceptance, warranty, inspection obligations
(1) The buyer is obliged to accept the contractually agreed upon consignments and services from Hartmann. If the buyer does not immediately accept the consignments once it has become aware of the operational readiness thereof or after it has been requested to make acceptance, Hartmann can then set the buyer a reasonable period of time for acceptance. If the buyer does not accept the consignments within this time period then the acceptance shall be deemed to have occurred.

(2) The assumption of a warranty must be agreed in writing.

(3) Regarding all deliveries and services of Hartmann, the buyer accepts the obligation of inspection, notification and rejection in accordance with section 377 of the German Commercial Code (HGB). Upon conclusion of a technical work contract section 377 of the HGB applies accordingly. After accepting the delivery or services respectively the transfer of risk of the product, the buyer must immediately examine its functionality, and any detected deficiencies must be reported to Hartmann immediately, latest within 10 days in writing in a comprehensible form. Apart from that Section § 640 (2) German Commercial Code BGB applies. The buyer is required to provide the company Hartmann with all the necessary information and verifiable records that are required to ascertain the defect The defective objects must be kept available for our inspection in the original condition at the time that the defect was detected. If the consignment or service is faulty, the claims of the buyer are limited to rectification of the flaw or the delivery of a flawless product as the discretion of the contractor.

(4) At its discretion, Hartmann is entitled to inspect and test the performance found faulty in the case of every complaint. If the claim of defect by the buyer proves to be unjustified, Hartmann is to receive compensation for all related expenses incurred, e.g. travel, fitting or shipping costs.

(5) In the event of a defect, Hartmann is entitled, at its discretion, to make three attempts at repairing the goods or delivering a replacement (supplementary performance). If the subsequent performance fails and if Hartmann seriously and definitively refuses to fulfil the contract or some special circumstances exist, after the agreed deadline the buyer has rights under Section 437 (2) and (3) or Section 634 (2), (3) and (4) of the BGB (German Commercial Law). The grace period is to be set in writing; the deadline must be at least 14 working days. If the buyer is legally entitled to withdraw from the contract, it will only be compensated in accordance with Section 346 BGB if the buyer has observed the diligence of a conscientious businessman.

(6) No liability is accepted for concealed defects on goods or on parts (e.g. material defects) that are supplied by the buyer. The buyer bears the entire risk that the correct material specifications and dimensions are entered on the documents, drawings, samples it submitted, respectively the correct samples are presented. The same also applies to the functional performance resp. the functional reliability of the parts manufactured according to plans, drawings, samples, etc.

(7) If Hartmann uses material that accords with the customer's specifications, Hartmann is not liable for possible defects, damages or consequential damages that are attributable to the material used being defective and/or if it turns out in retrospect that this material is not suitable for the purpose intended by the buyer.

(8) Hartmann assumes no liability for any damages suffered that may occur through unsuitable or improper use, incorrect assembly, faulty commissioning, incorrect handling, faulty installation, normal wear and tear, excessive stress, flawed construction work, faulty electromechanical or electrical influences through the buyer as well as by virtue of particular external influences or if changes or modifications are made without the consent of Hartmann. The warranty obligation also does not cover defects due to improper handling, storage, maintenance or cleaning. If in the above-mentioned cases, the buyer initiates and implements rectification measures, the buyer pays an allowance for special expenditures. Along with the material and labour costs, it also includes additional, usual outlays. The liability for product defects that do not or only slightly impair the value or the serviceability is excluded.

(9) Insignificant, reasonable deviations in the dimensions and designs, shall not entitle the buyer to a right of guarantee unless the absolute compliance was expressly stipulated. Technical improvements and necessary technical modifications shall therefore apply as according to contract to the extent they are reasonable and do not present a deterioration of the serviceability (cf. § 2 para. 4).

6. Limitation of liability
Any claims for damages resulting from a positive violation of contract, culpa in contrahendo actions and from tort which are not simultaneously based on Hartmann's breach of a principal contractual obligation are excluded against Hartmann and also against his vicarious agents insofar the damage was not caused by premeditation or gross negligence. This does not apply to claims for damages from errors of the contractually assumed suitability which should secure the buyer against the risk of contract-typical, foreseeable damage. Damage claims according to the law about the liability for defective products remain unaffected as well as liability for injury to life, limb, or health.

7. Retention of title
(1) Delivered products and materials remain property of Hartmann until full payment of all the claims arising from the business relationship with the buyer. In the case of current accounts, this retention of title shall be deemed to serve as security for the outstanding balance claim of the company Hartmann.

(2) For the duration of the retention of title, the buyer may not pledge the retained goods or use them as security. In the case of pledges and seizure or other acts by third parties, the buyer is to notify Hartmann regarding this without delay. The resale of the consignment is permissible only in accordance with correct business procedures and allowed only on condition that payment of the counter-value of the consignment is made to the customer. Only upon complete payment of the remuneration does the consignment become the property of the buyer.

8. Product liability, Industrial property rights
(1) Should the buyer sell the consigned items following processing, connection, mixing or blending with other goods, the customer shall exempt Hartmann from any product liability claims of third parties in the internal relationship provided that the buyer is responsible for the defect causing the liability.

(2) If the buyer specifies through certain instructions, data, documentation, drafts or drawings, how Hartmann should manufacture the items to be delivered, then the buyer provides the guarantee that Hartmann does not violate any rights of third parties such as patents, designs or other intellectual property rights. The buyer shall exempt Hartmann from all claims by third parties who wish to make a complaint against Hartmann for such violations.

9. General terms
(1) Any changes or additions to the contract and/or the terms of delivery as well as subsidiary agreements must be made in writing. This also applies to an amendment of this written form requirement. That also applies to a modification of the aforesaid written form requirement.

(2) If any provision of the contract and or the terms of sale are in full or partially invalid, the validity of the remaining provisions shall remain unaffected. In this case, the parties commit themselves to replace the invalid provision with a valid one which reflects the commercial purpose of the original invalid provision.

(3) If the buyer is a businessman, legal person under public law or a special fund under public law, then the sole place of jurisdiction for all contractual disputes that may arise is the place of business of Hartmann in Öhringen.

(4) The entire contractual relationship between the parties shall be governed by law of the Federal Republic of Germany under the exclusion of the UN Convention on the International Sale of Goods (CISG).

 

Procurement terms
Procurement terms of the company Hartmann GbR

1. Scope
For all the relations of the company Hartmann with the suppliers regarding the procurement of tangible goods ("consigned items") and technical work ("services"), solely the following general procurement terms apply. By accepting an order by Hartmann via the supplier, at the latest through delivery of the ordered goods or provision of service, the supplier acknowledges the exclusive binding nature of these general procurement terms. Should the supplier use conflicting, divergent or supplementary terms and conditions they will not apply to Hartmann, even where Hartmann does not expressly object to them. These general procurement terms also apply to all future business with the supplier.

2. Contract conclusion, service performance
(1) Orders of Hartmann are only liable if provided in written form. Orders placed orally or by phone are not liable and thus require a written confirmation by Hartmann in order to be effective. Likewise amendments, changes regarding the order as well as subsidiary agreements written form in order to become effective. Silence on part of Hartmann does not constitute acceptance of an order confirmation differing in content. Hartmann reserves all rights to the order documents and samples. They may not be made accessible to third parties.

(2) If the supplier is to assemble the delivery item, then it is liable to inform itself of the location and condition of the installation site.

(3) Employees of Hartmann or agents of Hartmann are entitled to monitor the production of the delivery item respectively the performance of service itself or via appointees at any time during usual business hours and following advance notice in good time to the supplier.

3. Deadlines, dates, delivery conditions
(1) Scheduled delivery and service dates are met if the service is performed on the declared date by Hartmann or at the specified location (delivery or service address).

(2) The supplier is obliged to inform Hartmann promptly of all circumstances and their estimated duration which might affect a timely delivery or performance in written form as soon as these circumstances are recognizable.

(3) In the event of delivery or performance disruptions caused by any unforeseen or unavoidable events and those beyond the control of Hartmann such as force majeure, war, natural disasters, official government orders or labour disputes the parties shall be released from their contractual obligations for the duration and to the extent of the consequences of such event.

(4) The risk of the accidental loss or accidental deterioration of the merchandise for delivery shall be transferred to the supplier until the arrival at the delivery address respectively in the case of production at the delivery-/performance address until acceptance by Hartmann. The delivery address is the place of fulfilment.

(5) The supplier shall enclose a delivery note with every delivery on which the specified order number, material number and item numbers of Hartmann are stated.

(6) In case of a delivery of a delivery item, Hartmann can determine the packaging and mode of shipping. Should Hartmann not make any specification, the supplier is obliged to select those customary means of transportation and packaging which are most favourable and best suited for Hartmann GbR.

(7) For every week of delay Hartmann can invoice 0.5%, albeit at most 10% of the order volume as flat compensation as damage for delay. The supplier shall have the right to prove that Hartmann suffered no or only minor damage. Hartmann conversely is entitled to prove higher damage compensation.

(8) The supplier is liable for the properness of the ordered merchandise (e.g. regarding material, quality etc.). If compensation claims are made against Hartmann due to e.g. flawed material, these claims are transferred to the supplier 100%.

(9) The extension or the expansion respectively of the reservation of proprietary rights shall be excluded.
 

4. Prices, payment terms
(1) The respectively offered price for the delivery of the delivery item or rendering of the service is a fixed price. Regarding the delivery of delivery items, it applies to the delivery free to the delivery address and includes packaging, freight, insurance and other incidental costs as well as VAT.

(2) ) As desired by Hartmann, the invoice amount is to be paid within 14 days with 3% cash discount or within 30 days net, if nothing else has been agreed. These deadlines begin with the invoice receipt at Hartmann, however not before completed delivery of the delivery goods or rendering of service.

(3) Hartmann is entitled to set off all claims of the supplier with all Hartmann's claims which exist against the supplier.

(4) Set-off by the supplier against claims that are contested by Hartmann or have not been established with legal force is ruled out.

5. Warranty, inspection obligation
(1) The supplier will deliver respectively render the delivery item respectively the performance free of material defects and defect of titles. The delivery items will incidentally correspond to scientific and technical the state of the art as well as all applicable safety requirements; the service is rendered accordingly. Should the supplier have to deviate from state of the art of science and technology as well as other technical safety requirements due to Hartmann’s specifications, it will inform Hartmann promptly. Also all qualitative deviations are to be reported immediately.

(2) Acceptance of work performance takes place at the delivery or performance address if not specified otherwise.

(3) In the event that the supplier breaches its duties the determination of the rights of Hartmann shall be governed by the statutory provisions regarding the quickest possible supplementary performance, rescission, invoice reduction, compensation or reimbursement of expenses as well as applicable limitation period.

6. Secrecy
(1) Drawings, plans, calculations, drafts, samples, tools and other auxiliaries, items or documents of Hartmann are subject to retention of title and copyright in favour of Hartmann. They may not be disclosed to any third parties, reproduced or utilised for purposes other than those defined by Hartmann without explicit written consent from Hartmann. They are to be used exclusively for performance of the order of Hartmann; once the order has been completed they have to be returned to Hartmann immediately. The supplier must treat them with care, keep them separately and insure them sufficiently at own cost.

(2) The parties hereto commit themselves to keep confidential any non-overt business and technical details which become known to them through the business relationship as commercial secrets and not to disclose these details to third parties.

7. Product liability, intellectual property
(1) If the supplier is responsible for a product loss, and the cause of the claim lies within the Supplier's or its supplier's sphere of control and organization and for which it is liable in relation to third parties it will keep Hartmann indemnified against tortuous claims of third parties.

(2) The supplier shall be obligated to insure itself against the perils associated with product liability for the goods it delivers in an adequate amount and to provide evidence to Hartmann of the insurance in appropriate form upon Hartmann’s request.

(3) The supplier shall be liable for all claims which – during conventional use of the delivery items or other performances - arise from an infringement of third party industrial property rights (hereinafter “property rights”)

(4) The Supplier shall hold Hartmann and its contracting parties harmless against all third-party claims from all and any infringements of protective rights on written request.

(5) The parties to the contract mutually undertake to inform one another immediately should they become aware of any infringement risk breach of protected property rights and avert any liability claims.

8. General provisions
(1) Turning over orders to third parties including the assignment of the rights and claims arising thereof requires Hartmann’s prior written consent.

(2) In the event that parts of the General Procurement Terms are invalid this does not affect
the validity of other provisions.

(3) Any changes or additions to the contract and/or these General Procurement Terms as well as additional agreements must be made in writing.

(4) The entire contractual relationship between the parties shall be governed by law of the Federal Republic of Germany under the exclusion of the UN Convention on the International Sale of Goods (CISG).

(5) Place of Jurisdiction for all disputes arising from or in connection with the contract/delivery transactions shall be Öhringen, the residence of Hartmann.