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The present General Terms and Conditions form an integral part of all our contracts governing the delivery of goods and services. These terms are addressed only to entrepeneurs within the meaning of § 14 German Civil Code and not to consumers within the meaning of § 13 German Civil Code. Within the framework of current business relations the present General Terms and Conditions shall be considered agreed upon upfront covering all future contracts. Individual agreements shall take precedence over the present Terms and Conditions, but shall require a written confirmation to become effective.
Purchase conditions of Buyers shall be considered non-binding for us to the extent that they are not identical to the present General Terms and Conditions. This shall also apply in cases where purchase conditions are not explicitly objected to.
2. Quotations and Orders
Our quotations are subject to change regarding price, quantity, delivery date, and availability. For sure, we will examine your offers immediately and will tell you as soon as possible about any changes about our offers. Orders placed with us shall only be considered accepted when confirmed by us in writing.
All stipulated prices are quoted net excluding freight, packaging and additional charges. Statutory sales tax shall be charged in addition.
In case of major changes to price-relevant factors we reserve the right of adjusting the price, provided a period of at least 4 months has elapsed between the order entry and the agreed delivery date. This also applies if goods are purchased on call and the product call occurs more than 4 months after the contract was closed. Existing rights of rescission remain unchanged.
4. Delivery and Delivery Dates
HY-LINE endeavours to keep the announced delivery dates. However, as we depend on the timely delivery of third parties we are unable to assume any liability regarding delivery dates. In case of delayed delivery the Buyer shall grant a reasonable grace period of at least 3 weeks. After an unfruitful expiry of this grace period the Buyer is entitled to withdraw from the contract. Damages for reasons of non-performance are excluded even after expiry of the grace period, unless otherwise agreed upon in Item 9. Part consignments are permissible.
HY-LINE is entitled to withdraw from the contract in cases where the contractual goods to be delivered are no longer available in the market. Deviations of the delivered goods from the quotation documents are permissible to the extent that they are technical in nature and do not constitute a significant deviation from the subject-matter. In case substitute goods are considered to be products of higher technical specification, HY-LINE is entitled to adjust the price subject to their reasonable discretion in conformity with the market. The Buyer shall receive a written notification on any price increase in advance. Unless the Buyer objects within a period of 7 days in writing, the new price is considered to be agreed upon. Otherwise the Buyer is entitled to withdraw from the contract. Damages for reasons of non-performance are excluded.
The delivery period shall be expanded reasonably – also by way of a delay – in case of superior force or natural events and any contingencies which occur after the contract is closed, provided such contingencies are beyond HY- LINE's control and are proven to have significant implications on the delivery of the subject-matter. This also applies in case such contingencies occur at HY-LINE's suppliers and their sub-suppliers. HY-LINE undertakes to notify the Buyer without delay on the occurrence and end of such contingencies. The Buyer is entitled to request a statement from HY-LINE whether HY-LINE intends to withdraw from the contract or deliver within a suitable period of time. In case HY-LINE fails to make such a statement without delay, the Buyer is entitled to withdraw. In this case any services already rendered by the contracting parties shall be reimbursed. Additional claims on the part of the Buyer are excluded.
In case the goods are shipped to the Buyer at the Buyer's request, the risk of accidental loss or deterioration of the goods shall be transferred to the Buyer upon shipment of the goods to the Buyer, i.e. upon leaving the business premises of HY-LINE at the latest. This shall also apply in cases where delivery is effected freight or packaging paid as agreed. Consignments – including any returns – are exclusively shipped at the Buyer's own risk.
6. Acceptance, Damages
The Buyer undertakes to accept the delivered goods and inspect them for the agreed contractual condition; in addition we refer to Item 9 of the present General Terms and Conditions. In case the Buyer denies acceptance of the goods without due reason, HY-LINE is entitled to set to the Buyer a grace period of 14 days in writing. Should the Buyer upon expiry of such grace period refuse to accept the goods or explicitly declare his refusal of the goods in advance, HY-LINE is entitled to withdraw from the contract and may claim damages for non-performance. In this case HY-LINE – irrespective of the right to claim higher damages – may claim 30% of the goods' net value in damages. In this case it is not required to provide evidence of the loss.
The amount of damages may be higher if HY-LINE provides evidence of a higher loss. The Buyer explicitly reserves the right to provide proof that no loss has occurred or that such loss is lower than the lump-sum paid in damages.
The above provision applies accordingly in cases where the Buyer withdraws from the contract without due reasons.
Invoices made out by HY-LINE are – unless otherwise agreed upon in writing – payable net without deduction of postage and other expenses within 10 days from the invoice date. In case part deliveries are agreed upon for the same consignment the invoice amount is due for payment after billing subject to the present General Terms and Conditions. Cheques shall only be accepted in performance subject to cashing. Reservations of title and prolonged reservations of titles pursuant to Item 8 of the present General Terms and Conditions shall continuously be effective until the amount due has irrevocably been credited to us.
In case payment dates are exceeded, we shall be entitled to claim interest on arrears amounting to 8% above the base interest rate p.a. We reserve the right to claim higher damages.
Our claims may exclusively be offset against uncontested or final and binding counterclaims. Payments shall exclusively be made into the stipulated accounts.
In case of first-time orders or still pending credit status investigation HY-LINE is entitled to require upfront payment or COD (Cash on Delivery). This also applies in cases where the Buyer is in arrears relative to his obligations to perform based on the present or any other order. In this case HY-LINE is furthermore entitled to withhold additional deliveries or subject them to security deposits. Should the Buyer fail to meet these requirements, HY-LINE is entitled to set a grace period of 2 weeks by written notification and in case of non-performance and expiry of this period to claim damages for reasons of non-performance pursuant to Item 6 of the present General Terms and Conditions.
8. Reservation of Title
Until all receivables resulting from the business relations have been paid in full we reserve all property rights relative to the delivered goods, which may only be disposed of by way of ordinary course of business.
In case of a resale the Buyer already at present by way of first rank assigns to HY-LINE any claims resulting from a sale of the conditional goods to a third party up to the invoice amount of the resold goods. HY-LINE accepts the assignment by performance. Until revoked the Buyer is entitled to collect the amount on behalf of HY-LINE. The Buyer undertakes to keep the amount separate and to transfer it to HY- LINE without delay.
In case the Buyer processes the delivered goods within the process of manufacturing new products, the parties agree that HY-LINE obtains co-ownership in the new product to the extent that the delivered goods contribute to the value of the new product. The Buyer shall keep custody of the subject-matter on behalf of HY-LINE free of charge. HY-LINE is entitled to require granting of actual possession or joint possession of the new product.
In case the Buyer disposes of the new product which is co-owned by HY-LINE to a third party, the Buyer upon placing of the order shall by way of first rank assign to HY-LINE his claim for payment towards such third party in proportion to the amount of his liabilities towards HY-LINE.
HY-LINE is entitled to notify the assignment to such third party.
All goods delivered by HY-LINE are manufactured by third parties. Specifications of goods are taken from our suppliers. Within the scope of commercial practice these technical specifications shall be considered approximate and do not constitute warranted properties.
Claims based on defects of the goods delivered by HY-LINE shall be subject to a limitation of 12 months from delivery to the Buyer. The above clause shall not apply where legislation pursuant to Section 479 I German Civil Code (BGB) requires longer periods . Prior to returning goods the Buyer undertakes to obtain our approval.
The Buyer undertakes to inspect the goods immediately (without culpable negligence) upon receipt. Any complaints relative to quantity and type or complaints relative to parts and their obvious defects can only be accepted if submitted in writing within 10 days upon receipt of the goods. Other defects shall be notified without delay in writing, no later than 7 days from detection. Failure to submit complaints lead to an exclusion of additional warranty claims.
In case of justified complaints the Buyer is entitled to request repair or substitute delivery as may be chosen by HY-LINE. In case this is not feasible within a reasonable period of time, the Buyer is entitled to require a reduction in compensation or to withdraw from the contract.
Any claims of the Buyer relative to expenses incurred during subsequent performance, especially transportation, carriage, labour and material cost are excluded to the extent that these expenses increase due to the fact that goods subsequently delivered by us are transported to a place other than the Buyer's subsidiary, unless such transportation corresponds to its intended use.
Damages are excluded from the warranty, which can be attributed to natural wear and aging, chemical, mechanical or electrolytic influences, insufficient maintenance, disregard of operating or installation instructions or other reasons for which the supplier is not responsible.
Warranty claims relative to electronic components and semiconductors expire in case of any changes to the products which are not in line with the technical labelling and in case of failure to return the products to us within the return period specified to the Buyer. In case goods are returned without suitable packaging the risk of damage shall be borne by the Buyer. Prior to installation of the delivered good in devices or other products the Buyer shall undertake to inspect the products to ensure freedom from defects. No liability is accepted for the suitability of the delivered goods for the purpose intended by the Buyer.
HY-LINE's liability for material damage is limited to the foreseeable common loss not to exceed the amount of € 1.5 m (third party liability insurance).
Damages may only be claimed from us, our legal representatives or agents in case of intent or gross negligence. In case of slight negligence liability shall only be accepted in case of infringement of substantial contractual obligations. In this case we shall only be liable for foreseeable contractual losses. Our liability under applicable product liability acts and liability for injuries resulting from violation of life, body or health remains unaffected.
11. Place of Performance and Legal Venue
The place of performance for deliveries and payments shall be Unterhaching near Munich/Germany. Legal venue for any disputes arising in connection with the present Agreement shall be Munich in cases where the Buyer is a merchant. The laws of the Federal Republic of Germany shall apply exclusively. We hereby explicitly exclude application of a uniform sales law, especially the United Nations Convention on the International Sale of Goods (CISG).
Should individual provisions be or become ineffective, this shall not affect the validity of the remaining provisions. Ineffective provisions shall be substituted by such clauses which permissibly correspond to the economic purpose intended.
The Buyer may only assign claims against HY-LINE to a third party subject to HY- LINE's prior written consent, unless in cases of pecuniary claims, which are accepted by HY-LINE in writing or are established and recognized pursuant to law.
In accordance with the Federal German Data Protection Act we herby declare that we save and process data in IT systems. This is considered a notification pursuant to Section 33 subparagraph 1 Federal Data Protection Act (BDSG).
13. Additional Re-Export Conditions
The goods delivered are subject to German – and where manufactured in the US – US export controls and embargo restrictions. Re-exporting goods from the EU is subject to permission by the Federal Office of Economics and Export Control (Bundesamtes für Wirtschaft und Ausfuhrkontrolle). Any goods manufactured by US producers in addition require a special permission from the competent US authority when exported from the EU. Information may be obtained from the trade departments of the US Consulates and the Federal Office of Economics and Export Control.
The Buyer shall be liable to meet the respective requirements when delivery is made to ultimate consumers.
14. Additional conditions for webshop orders
I). Customer information regarding electronic commerce:
We sell exclusively to businesses within the terms of § 14 BGB (German Civil Code), i.e. to natural or legal persons or partnerships with legal status who act in the course of their commercial or independent professional activity when concluding a commercial transaction.
A) Detailed description of the ordering process:
In accordance with § 312i (1) sentence 1 no. 2 BGB in conjunction with Art. 246c No. 1 EGBGB we are obliged to provide the individual technical steps leading to the conclusion of the contract.
A customer account is required to place an order, which can be created with password protection during the initial ordering process.
Initiation of the ordering process:
Click on the button "Add to shopping cart" in the "Product description" and the goods will be placed in the shopping cart. You can now decide whether you want to continue your purchase or initiate the ordering process by clicking on “continue”.
On the next page you can register with your customer data or create a new customer account.
Entry/checking of data
On the following page you can enter or correct your data (name, company, delivery address, invoice address, VAT ID, etc.).
By clicking on "continue" you will be shown the only permitted payment method "credit card".
Completion of the order process:
Click again on “Continue” for an order overview. You have the possibility to acknowledge the terms and conditions again. You will then receive an overview of your data and the goods that are due to be ordered as well as the most important contract information, especially the total price. You can also add comments to your order.
By clicking on the button " Order against payment" you can now complete the order process by entering your credit card details. You will then receive an order confirmation.
II. Regulations for the conclusion of a contract:
a) The goods displayed in the online shop do not represent legally binding offers to conclude a contract but serve as a request to submit a binding contractual offer (so-called invitatio ad offerendum/invitation to submit an offer).
b) The legally binding submission of the purchase offer is made via the items in the shopping cart and by clicking on the button "Order against payment" and entering the credit card data. You are bound to this purchase offer for 14 days after placing the order. We are entitled until receipt to reject the purchase offer.
c) The contract is not concluded until we have received the declaration of acceptance.
Immediately after receipt of the customer order, an order confirmation will be sent. This order confirmation serves exclusively the documentation of the order and the fulfilment of our legal obligations according to § 312g paragraph 1 sentence 1 no. 3 BGB but does not represent an acceptance of the contract by us.
The acceptance declaration of the contract is explicitly made in text form within the scope of the dispatch confirmation.
d) No storing of contract texts:
We do not store contract texts. We therefore request that you save or print the texts relevant to the contract.
e) Correction of input errors:
As shown under a), you can change and correct your entries several times during the ordering process. For the final time on the order page.
f) Contract languages:
The contract language in the online shop is German.
g) Code of conduct:
We have not adopted any codes of conduct within the scope of Art. 246a § 3 No. 5 EGBGB.
State: June 2019
The HY-LINE Terms and Conditions of Trade shall apply if the Parties expressly or tacitly accept them. Amendments and subsidiary agreements shall be valid only if the Supplier confirms them in writing.
2. Scope, execution and place of supply
The confirmation of order shall be authoritative for the scope and execution of the supply. Services, which are not expressly promised there, namely documentation, programming, customising, installation, commissioning, training and application support, shall not belong to the scope of service. The supplier shall supply the products in the standard version, software in its machine-readable form in accordance with the version valid at the time of supply.
If HY-LINE manufactures the products wholly or partially in a special version for the customer, its work shall follow the performance specifications, in which the customer shall have to specify, among other things, under what conditions what result is being striven for.
Changes compared with the confirmation of order are permissible, provided the products fulfil the same functions. However, the Supplier shall not be obliged to carry out such changes also to products which have already been manufactured or delivered.
Provided no special place of performance has been agreed by the Parties, or follows from the nature of the transaction, making the products and services available at Flurlingen shall be regarded as the supply. If the Supplier renders services at another place, the Customer shall reimburse the travel and accommodation costs.
3. Software and know-how
The Customer may use the software made available to it, the working results, the know-how, the data carriers and documentation to the foreseen extent itself, but not pass them on to third parties. The ownership of the same and the right to further utilisation shall remain with the Supplier or its licensors, even if the Customer subsequently alters software programs or know-how records.
Every enhancement or alteration of the software by the Customer shall require the Supplier’s consent in writing.
The ownership and the right to further utilisation shall remain with the Supplier or its licensors, even if the Customer subsequently alters the computer programs, working results or know-how records.
The Customer may create three copies at the most of the software for security and archive purposes. A larger number of copies or the utilisation for other purposes shall require the Supplier’s express consent.
The Customer shall have to affix the same property right notices to all modifications and copies as to the original.
The Customer shall take the necessary measures in order to protect computer programs, working results and documentation from unwanted access or misuse by unauthorised persons.
The Customer has a right to one copy of the user documentation in the Supplier’s usual version. The Supplier may invoice additional copies or documentation in languages not already existing separately.
Divergences in the documentation, namely in the case of descriptions and illustrations, are permissible, provided the documents fulfil their purpose.
Neither party shall reveal any information from the other’s business field to third parties, that is neither generally accessible nor generally known, and shall make every endeavour to prevent third parties from having access to this information. On the other hand, each party may continue to use knowledge in its usual activity which it acquires in the course of the transaction of business.
The parties shall also pass this obligation on to their staff, employees and agents.
6. The Customer’s duty to provide information
The Customer shall have to draw the Supplier’s attention in good time to special technical prerequisites, as well as to statutory, official and other regulations at the ultimate destination, insofar as they are of significance for the execution and the use of the products.
Only dates guaranteed in writing shall be binding. Such dates shall be extended in an appropriate manner
a) if the Supplier does not receive particulars in good time, which it needs for the execution, or if the Customer subsequently alters them;
b) if the Customer is overdue with the works to be carried out by it or with the fulfilment of its contractual obligations, in particular if it does not comply with the payment terms;
c) if impediments occur which lies outside of the Supplier’s intention, such as acts of nature, mobilisation, war, riot, epidemics, accidents and illness, considerable operating troubles, industrial conflicts, delayed or defective supplies, as well as official measures.
The Supplier may make partial deliveries.
In the case of delays, the Customer shall have to give the Supplier a reasonable period of time for subsequent fulfilment. If the Supplier does not fulfil by the expiration of this additional period of time, the Customer may, provided it declares so within three days, waive the subsequent performance or withdraw from the contract.
If the Supplier is demonstrably to blame for the delay in delivery, despite subsequent fulfilment, waiver of performance or withdrawal from the contract, the Customer shall have a right to compensation for the actual damage, however, at the most to twenty percent of the value of the delayed delivery. Further claims resulting from delays in delivery shall be excluded.
Provided no special acceptance procedure has been agreed, the Customer shall have to check the products itself and to announce any possible defects in writing. If the Customer fails to give notice within four weeks after the delivery, all the functions shall be regarded as fulfilled and the delivery as approved.
If defects appear later within the guarantee period, which could not have been discovered, even with a careful check, the Customer shall have to give notice of the same to the Supplier immediately in writing. Otherwise the delivery shall be regarded as approved, despite these defects.
The Supplier guarantees for 12 months that the products are fully functional.
The Supplier undertakes as a guarantee to eliminate faults or to replace all parts which are demonstrably defective or useless as a result of material, construction and execution faults.
The period of limitation is 12 months from the delivery of the products.
Defects and faults for which the Supplier is not responsible, such as natural wear and tear, force majeure, improper handling, interventions by the Customer or third parties, excessive stress, unsuitable resources or extreme environmental influences, shall be excluded from the guarantee.
In the case of accumulators, damage, which is attributable to natural wear and tear, chemical, mechanical or electrolytic influences, defective maintenance, disregard of operating and installation instructions, or other reasons, for which the Supplier is not responsible, shall be excluded from the guarantee.
The Supplier shall effect the guarantee, at its option, at its premises or at the Customer’s, who shall have to grant the Supplier free access. Dismantling and assembly, transport, packaging, travel and accommodation costs shall be to the Customer’s charge. Replaced parts shall become the Supplier’s property.
Periods of guarantee and limitation shall not be interrupted by acknowledgement or elimination of a defect.
If the defect cannot be eliminated, the Customer shall have a right to a reduction in price and compensation for the proven, direct damage, all in all, however, to a maximum of twenty percent of the value of the defective products. Further claims under the guarantee shall be excluded, in particular the Customer may not withdraw from the contract or claim compensation for consequential damage.
The Customer may only return products after consultation with the Supplier. It shall be responsible for the correct transport.
10. Further liability
The Supplier shall be liable within the scope of its third-party insurance for further personal injury and property damage which the Customer suffers demonstrably through the Supplier’s fault. Further claims shall be excluded.
11. Prices and terms of payment
The prices are, insofar as nothing to the contrary is noted, in Swiss francs without value-added tax, fees, levies, customs duties, transport, packaging, insurance, installation, commissioning, training and application support. They are due for payment net within fourteen days of presenting the invoice.
The Customer may only offset with counterclaims, even if they arise from the same contract or the contesting of the same, with the Supplier’s written consent or in the case of the existence of a final and absolute court judgment.
If the Customer does not meet the dates for payment, without any reminder, it shall have to pay interest for late payment of four percent over the respective discount rate of the Swiss National Bank as from the time for payment.
The Customer shall be responsible for compliance with domestic and foreign export regulations.
Insofar as an understanding between the parties or the nature of the business do not stand in the way, the Customer may resell the products changed or unchanged.
If the Customer resells the products, it shall have to ensure that all obligations resulting from software licences, maintenance of secrecy as well as any possible reservations of approval for re-export are passed to the respective purchaser.
14. Choice of law and legal venue
This legal relationship shall be subject to Swiss Law.
15. Legal venue is the Supplier’s registered office.
However, the Supplier may also invoke the court at the Customer’s registered Office.