Terms and Conditions

HIT Harbor and industrial technology

General terms and conditions of delivery
For products and services from the electrical industry

1. Extent of deliveries or services
1.1. The extent of the deliveries or services is determined by reciprocal declarations in writing. If a contract has been concluded without any such declarations, the written order confirmation by the supplier or provider (hitherto known as the supplier) is binding or, in the absence of this, the written order of the purchaser.
1.2. Protection devices will also be included in as far as this is mandatory or explicitly agreed.
1.3. For all deliveries the Rules and Regulations of the Association of German Electricians are binding in as far as they are valid for the security of the deliveries or services. Deviations are acceptable if security is provided for by other means.
1.4. The supplier retains the property rights and copyright to all estimates, drawings and other documents; only if the supplier agrees may they be shown to third parties. Drawings and other documents which belong to offers made, are to be returned immediately on demand. Sentences 1 and 2 are also valid for documents of the purchaser; these may be made accessible to such third parties that services or deliveries have been assigned to.
1.5. Supplements are only effective if confirmed in writing.

2. Prices
Prices apply for delivery excluding assembly and installation ex factory, exclusive of packaging.

3. Reservation of proprietary rights
All goods remain the property of the supplier until payment in full has been received. Until paid in full they must not be mortgaged or assigned by way of collateral. The supplier has to be notified immediately of the mortgaging of goods. Goods subject to the retention of title are processed by the supplier as a producer according to §950 BGB, without committing the supplier in any way. When processed with other goods, not belonging to the supplier, by the purchaser, the supplier retains property rights of the product in relation to the value of the goods to the total value. The accounts receivable from the resale of goods subject to the retention of title are passed to the supplier. If the goods subject to the retention of title are resold after processing, the assignation exists up to the invoice amount of the resold goods. Any rights from the retention of title remain until the complete release of any obligation the supplier entered into on behalf of the purchaser.

4. Terms and conditions of payment
4.1. Any payments are to be made free of any charges to the appointed paying agent
4.2. The purchaser can only offset any accounts receivable which are uncontested and legally confirmed.

5. Deadlines for deliveries and services
5.1. The reciprocal declarations in writing determine the deadlines for deliveries and services. Section 1, 1.1., sentence 2 is valid accordingly.
5.2. The deadline is adhered to
a. on receipt of delivery without assembly and installation if the ready-to-operate delivery has been dispatched or collected within the delivery deadline. In case the dispatch is delayed due to reasons within the responsibility of the purchaser, the deadline is considered valid on notification of readiness for dispatch within the agreed deadline.
b. on delivery with assembly or installation as long as these take place within the agreed deadline.
5.3. If the non-adherence to the deadline is due to mobilization, war, uprisings, strike, lock-out or to any unforeseeable circumstances, the deadline will be extended accordingly.
In case of non-adherence due to reasons other than section 5.3, chapter 1, the purchaser can – as long as he can prove that the delay will cause damage – claim compensation for the delay for each full week to the sum of ½ out of 100 to the sum of 5 out of 100 of the value of the delivery or services which could not be made operable because of missing parts.
The purchaser can demand the payment of such compensation if the reasons named in 5.3, chapter 1 occur after self-inflicted exceeding of the deadline. Claims for compensation by the purchaser, which exceed the limit of the above-mentioned 5 out of 100 are excluded in all cases of delayed delivery, even if an extension of the original deadline has been granted. This is not the case if intent or gross negligence make liability compulsory. The right of the purchaser to withdraw from the contract after the expiry of an extension is not affected.
5.4. If the dispatch or the delivery is delayed due to the wishes of the purchaser, a storage fee of ½ out of 100 of the invoice amount – starting one month after the notification of readiness for dispatch – can be charged to the purchaser for every month (from the beginning of every month??). The storage fee is limited to 5 out of 100, unless higher costs can be substantiated.

6. Transfer of risk
The transfer of risk is passed to the purchaser, even when a carriage-free delivery has been agreed:
a. on delivery without assembly and installation when the ready-to-operate consignment has been dispatched or collected. The packaging should be effected with the utmost care. The dispatch is handled according to the discretion of the supplier. The consignment will be insured by the supplier against breakages, transport, or fire damages according to the instructions and at the expense of the purchaser.
b. On delivery with assembly and installation on the day of commissioning at the plant: if a trial run has been agreed after the successful completion of the trial run. Provided that the trial run or the commissioning at the plant occurs immediately after the ready-to-operate assembly or installation. If the purchaser does not accept the offer of a trial run or the commissioning at the purchaser’s plant, the risk for the period of delay is transferred to the purchaser after a period of 14 days.
c. If the dispatch, the delivery or the beginning and implementation of the assembly or installation is delayed at the request of the purchaser or delayed due to reasons within the responsibility of the purchaser, the risk for the period of delay is transferred to the purchaser. However, the supplier is obliged to affect the required insurances on demand or at the request of the purchaser.

7. Assembly and installation

A.
These regulations apply for every kind of assembly and installation, unless otherwise agreed in writing:
a. The purchaser has to provide in due time, and bear the expenses for the following:
1. Helpers like handymen and, if necessary, bricklayers, carpenters, locksmiths, crane drivers, other skilled workers with all the necessary tools,
2. All earthworks, foundations, building work, scaffolding, plastering, painting and other extra work outside the industry, including all necessary building materials,
3. All utensils necessary for the installation, like construction wood, wedges, bedding layers, cement, plaster and sealing agents, lubricants, fuels etc, as well as scaffolding, hoisting devices and other equipment,
4. Energy and water including all the necessary circuit points to the location, heating and general lighting
5. On location adequately sized, dry and lockable rooms for the storage of machine parts, apparatus, materials and tools; for the personnel suitable working and leisure areas, including adequate sanitary facilities. Additionally, the purchaser has to implement measures to protect property of the supplier and the personnel that he would implement for the protection of his own property;
6. Protective clothing and protective devices which are made necessary by the circumstances at the place of installation and not customary in the industry of the contractor.b. The purchaser has to supply details of the location, without delay, of any hidden electricity-, gas- or water –pipes or similar installations, as well as the required statistical data.
c. Before installation or assembly all the required parts have to be on location and all masonry or carpentry has to be at a stage, so that the installation or assembly can be started immediately on arrival of the personnel and without interruption. Especially the access roads and the assembly area must be levelled and cleared, the foundations set and dried, the foundations positioned and backfilled. When the installation occurs indoors, the wall-plastering has to be finished and doors and windows installed.
d. If there is a delay of the installation, assembly or commissioning due to circumstances, at the construction site, outside of the control of the supplier (creditor’s default), the supplier has to bear reasonable expenses to cover any waiting period and any further travel of the personnel.
e. The supplier has to certify the working hours of the personnel every week to the best of their knowledge. The supplier is also obliged to issue a certificate to the personnel on the completion of the installation or assembly without delay.
f. The supplier is not liable for the work of his assembly workers or construction personnel or other workers if the work is not connected to the assembly or installation or not instructed by the purchaser.

B.
If the supplier has undertaken the installation or assembly on individual billing, the following regulations in addition to the ones listed under A. become valid:
1. The purchaser reimburses the supplier the charges agreed on acceptance of order, for working hours and surcharges for additional working hours, night work, work on Sundays and public holidays, for work under aggravating circumstances as well for planning and supervision.
2. Additionally, the following costs will be reimbursed separately:
a. Travelling costs, costs for the transportation of tools and personal luggage,
b. The allowance for the working hours as well as for rest days and public holidays.

8. Acceptance
8.1. Delivered items are to be accepted by the purchaser, even if they appear marginal.
8.2. Part deliveries are unacceptable.

9. Liability for defects
For defects, including the lack of warranted characteristics, the supplier assumes liability as follows:
9.1. All parts or services, which are rendered unusable or the usability of which has been impaired – due to faulty construction, or defective workmanship – within 12 months (regardless of the period of operation) from the moment the risk has been transferred, are to repaired without charge or supplied later if the circumstances occurred before the transfer of risk. The supplier has to be notified immediately in writing of such defects.
9.2. The purchaser has to adhere to all obligations arising from the contract, especially the terms of payment. If a notification of defects is asserted, payments may be withheld to an adequate extent which relates to the occurring defects. If the contract is part of his trade, the purchaser can only withhold payments if a notification of defects takes place with no doubt as to its validity.
9.3. The purchaser has to grant the supplier the required discretionary period and the opportunity to correct any defects. If he refuses, the supplier is exempt from liability.
9.4. If an adequate deadline is disregarded by the supplier, the purchaser can demand withdrawal of the contract (redhibitory action) or the reduction of the payment (abatement).
9.5. The right of the purchaser to claim is barred under the statute of limitations within 12 months starting with the date of the objection. If there is no agreement reached within this period, supplier and purchaser can agree to an extension of said period.
9.6. The liability for defects does not include wear and tear, damages resulting from faulty or negligent handling, excessive usage, improper equipment, faulty building work, improper location and other chemical, electrochemical or electrical influences which are not provided for in the contract.
9.7. The liability for consequences resulting from changes or maintenance undertaken by the supplier or third parties is rescinded.
9.8. The period for rectification is 3 months, for replacement deliveries or services it is 6 months. It is valid at least until the expiry of the original warranty for the delivery item. The period for the liability for defects – for the parts which cannot be operated during the period of interruption – is extended by the period of business interruption resulting from rectification, replacement deliveries or services.
9.9. The terms of the warranty period are not applicable when other periods are mandatory.
9.10. Other claims by the purchaser against the supplier and vicarious liability are excluded, specifically a claim for compensation referring to damages not to the delivery item itself.
This does not apply, if e.g. liability is mandatory for damages to persons or damages to privately used items or in cases of intent, negligence or the lack of warranted characteristics.
9.11. The numbers 9.1. and 9.2. are valid accordingly, for claims by the purchaser to rectification, replacement deliveries or compensation which occurred through suggestions or advice within the framework of the contract or through violation of supplementary contractual conditions.

10. Unenforceability and adaptation of contract
10.1. If the supplier or the purchaser are unable to deliver the obligatory delivery or service, the general legal principles apply with the following stipulations:
Is the unenforceability due to the supplier, the purchaser can demand compensation. The compensation is restricted to 10 out of 100 of the value of that part of the delivery or service which cannot be operated properly due to the unenforceability. Claims for compensation by the purchaser which exceed 10 out of 100 are excluded. This is not the case when liability is assumed for intent or gross negligence. The right of the purchaser to withdraw from the contract remains unaffected.
10.2. If unforeseen circumstances, in terms of 5.3., section 1, change the economic significance or the contents of the delivery or service considerably or markedly influence the business of the supplier, the contract will be adapted accordingly to the principle of utmost good faith. If is this is economically not justifiable, the purchaser has the right to withdraw from the contract. If he wants to call upon this right, he has to inform the purchaser immediately on realizing the extent of this incident, even if an extension of the delivery time had been agreed with the purchaser.

11. Others claims to compensation
Claims to compensation resulting from a breach of claims/receivables (macht keinen Sinn!!!), from the breach of obligations during contract negotiations or from unlawful acts are excluded. This does not apply, if e.g. liability is mandatory for damages to persons or damages to privately used items or in cases of intent or gross negligence. This limitation of liability also applies to the purchaser.

12. Place of jurisdiction
12.1. Sole place of jurisdiction, if the purchaser is a registered trader, is the location chosen by the supplier- branch or head office - as far as all disagreements resulting directly or indirectly from the contract are concerned.
12.2. German laws apply to all contractual relations.

13. Liability of the contract
The contract remains binding in all parts, even if individual points are invalid. This does not apply if the adherence to the contract constitutes an unreasonable hardship for one party.

Rev. 03.02.2009

Terms and conditions of purchase

1. Quotes
1.1. All quotes are to be submitted without any costs and obligations
1.2. All of our drawings, samples, models or any other papers provided for the processing of our requests or the execution of our order must be used for that purpose only. They are to be returned on demand after dealing with our request or after the finalizing of our order.

2. Orders/conclusion of the contract
2.1. Orders or other declarations are only valid when they are submitted in writing or confirmed by us.
2.2. Order confirmations are expected at the latest within 5 days of date of order. As far as content is concerned they have be consistent with our order.
2.3. Should the supplier confirm our order with differing terms and conditions, our silence is only to be taken as agreement if the supplier has not formally recognized our terms and conditions of purchase beyond a reference to his terms and conditions of delivery.
2.4. Regulations in terms and conditions of delivery referring to reservations of proprietary rights or intercompany settlement, do not constitute as deviations from our order and will be accepted by us.

3. Prices
3.1. All prices are fixed, as long as no price adjustment clause or a reservation of rights to change prices has been expressly confirmed by us, and include the remuneration for all the deliveries and services supplied. Packaging will only be paid for if a special fee has been formally agreed upon.
3.2. All agreed prices are valid , as long as it has not been agreed otherwise, for the delivery to the plant or, with general cargo, to the nearest station.

4. Delivery item
4.1. For the content, type and extent of the delivery our order shall prevail.
4.2. Any drawings, descriptions etc. belonging with the order are binding for the supplier. They will need to check them for any discrepancies and inform us in writing as to any discovered or surmised mistakes. The supplier remains solely responsible for these drawings, plans, and calculations, even if they have been approved by us.
4.3. As long as there are no further requirements for the order, the delivery items are to be delivered according to the customary standards and, if applicable, DIN, VDE, VDI, DLGW or similar norms and standards. The delivery items are to produced and equipped, so that, on the day of delivery, they are in accordance with all legal standards valid at the place of delivery. This includes the standards for technical work materials, dangerous substances, accident prevention, emission protection, the protection of the place of work and ergonomics.
4.4. For the calculation of weight, the weights calculated by our check weighman on our own scales will apply. If weighing is not possible, the weight on the way bill will apply, or, if delivery is affected by lorry, the weight as calculated on public scales will apply. If the weighing is not possible, the supplier will have to provide evidence as to the structural weight.

5. Date of delivery
5.1. Agreed delivery dates are binding.
5.2. The day of delivery is the day when the ordered delivery items and the paperwork arrive at the agreed receiving centre.
5.3. The supplier has to notify us immediately as to the reason and the period of delay should a delay of delivery be imminent. Regardless of this, this will cause legal consequences unless the delay can be verifiably put down to an Act of God or labour disturbances not within the responsibility of the supplier.
5.4. If the delay is down to an Act of God or labour disturbances, we can demand either the execution of the order on a later date, without any claims on the side of the supplier, or we can withdraw from the contract after the expiry of an appropriate period of time.
5.5. In the case of disagreements and resulting conflicts in a court of law between the supplier and us, the work will have to be continued without interruption and the agreed delivery dates will need to be adhered to.

6. Packaging, dispatch, acceptance
6.1. The supplier is responsible for the sufficient packaging of delivery items within customary tolerances.
6.2. If a special fee for the packaging has been agreed upon, we retain the rights to return used and valuable packaging material to the supplier’s address against a return debit for the hire charges.
6.3. The dispatch has to be to a place named by us. Deliveries are to be sent using the cheapest method of dispatch and the cheapest freight charges, if we are responsible for the payment of the charges.
6.4. Regardless of the price setting the risk is transferred to us with the handing over of the delivery items at the named place.
6.5. The advice of dispatch is to be handed over at once in triplicate, separate for each place of delivery, on dispatch. Every delivery item will include a neutral packing slip. Our order numbers need to be quoted in the advice of dispatch.
6.6. If there are no dispatch papers available on the arrival of the delivery items or if our order numbers are not listed correctly, all additional costs caused will be charged to the supplier. We also retain the right to refuse acceptance of the delivery items at the expense of the supplier.
6.7. We can refuse acceptance of the delivery items if an Act of God or others circumstances beyond our control, including labour disturbances, make an acceptance impossible. In this case the supplier will have to store the delivery items at their cost and risk.

7. Provision of material
7.1. The supplier is liable for the loss or damage of provided materials. If the material is legally or actually affected we will need to be informed immediately.
7.2. The material provided by us will be processed on our instructions and remain our property at all times. When processed together with material not belonging to us, the rights to the newly produced material remain with us at the ratio of the value of our materials to all the materials used, as well as the expenditure of the supplier for the production. Thus, the supplier is storing the materials for us free of charge. The same is true if our property should disappear through commixture or blending.

8. In-process inspection/final inspection
8.1. We retain the rights to check the quality of the used materials, the measurements and amounts of the produced parts during production and before delivery. We also retain the right to check the compliance with our order at the place of production of the supplier and their suppliers.
8.2. If we reserve the right to a final check of the product through us or an appointed representative, we need to be notified as to the readiness for such a final check in writing 14 days in advance, unless other arrangements have been made. The charges are payable by the supplier.
8.3. If we instruct a final check by a third party, the supplier has to make this check possible without charge and to let us know the result of this check without delay, at the latest together with the freight papers/way bills.
8.4. The in-production inspection and the final check do not absolve the supplier from his fulfillment obligations or warranties according to section 10 below.

9. Invoicing and payment
9.1. Invoices are not included with every delivery, but are to be supplied, separately for each delivery, in triplicate quoting the order number, cost unit number, release order number, date of supply and the point of payment. An agreed VAT/sales tax number has to be displayed separately.
9.2. Payment will be made, unless otherwise agreed, after receipt of the delivery items and the invoice within 14 days with a cash discount of 3% or within 60 days without discount by a payment method of our choice. A delivery made before the due date does not affect the payment date. On payments by promissory note or bills of exchange, we will assume responsibility for any discounts, according to the conditions on the day the bill of exchange was presented, and the resulting tax.

10.Warranty, notification of defects and warranty period
10.1. The supplier assumes the warranty that the delivery items have the contractually guaranteed features, adhere to the recognized technical regulations and there are not faults which reduce or cancel the value or the suitability as far as the usage provided for in the contract is concerned. The supplier is also liable in the case of the violation of rights of any third party through the delivery or usage of the items delivered, especially the violation of commercial property rights.
10.2. Faults, as listed in 10.1., have to be corrected without delay and without charges. Is that not possible, usual or unreasonable, we can demand an immediate delivery of a faultless delivery item, free of charge.
10.3. If the supplier does not comply with his duty on the correction of faults or delivery of replacement goods, or if he refuses the fulfillment of these and is not able to deliver a replacement, we can claim on the legal warranty. In urgent cases we have the right to repair a faulty delivery item or to get a replacement from a different supplier with all charges payable by the supplier.
10.4. Unless otherwise agreed, the warranty period is 12 months. The supplier will abstain from the objection to a later notification of defects. But the supplier will have to be notified of any defects, according to 10.1., not later than 30 days after the expiry of the warranty.
10.5. The warranty period starts with the handing over to us or an appointed third party at the place of delivery as prescribed by us. For any replaced or repaired items is begins anew. For spare parts stored correctly the warranty period starts with the commissioning, but ends at the latest two years after the delivery date.

11. Supplementary legal provisions
Unless otherwise agreed, the legal provisions valid at the place of fulfillment will be applied. The application of the standardized laws on the international purchasing of movable objects is excluded.

12. Place of fulfillment and place of jurisdiction
Place of fulfillment and place of jurisdiction for disagreements of any kind, and actions on a bill of exchange, is Wardenburg. We have the right to sue the supplier at his general place of jurisdiction.

13. Prohibition of advertising
Our inquiries, orders or correspondence of any kind, cannot be used for advertising.

Rev. 03.02.2009