General Terms and Conditions (GTC) / Terms and Conditions of Sale and Delivery of the hs-tumbler GmbH
General Terms and Conditions (GTC) / Terms and Conditions of Sale and Delivery of the hs-tumbler GmbH
(The GTC's are also available for download at the bottom of the page)
1. scope of application
1.1 These General Terms and Conditions (GTC) shall apply to all our business relations with our business partners and customers (hereinafter: "Customer"). The GTC shall only apply if the Purchaser is an entrepreneur (§14 BGB), a legal entity under public law or a special fund under public law.
1.2 Our GTC shall apply exclusively. Deviating, conflicting or supplementary general terms and conditions of business or purchase of the orderer shall only be recognized insofar as they do not contradict these general terms and conditions of business in terms of content and do not extend the legal rights of the orderer to the detriment of hs-tumbler GmbH. This shall also apply if hs-tumbler GmbH does not expressly object to deviating terms and conditions of business or purchase of the orderer or carries out deliveries without objection.
1.3 Our General Terms and Conditions shall also apply as framework agreements for future business relations with the same customer, without us having to refer to them again in each individual case, as long as no change has been announced by us. The GTC will be sent at any time upon request.
1.4 Individual agreements made in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these GTC. A written contract or our written confirmation is required and authoritative for the content of such agreements. General Terms and Conditions (GTC) / Terms and Conditions of Sale and Delivery of hs-tumbler GmbH
1.5 The statutory provisions shall apply insofar as they are not directly amended or modified in these General Terms and Conditions and/or in an individual agreement in accordance with
1.4 are not directly modified or expressly excluded.
2 Offer and conclusion of contract
2.1 Offers made by hs-tumbler GmbH are subject to change and non-binding unless expressly marked as a binding offer.
marked as a binding offer. This shall also apply if we have provided the Customer with catalogs, technical documentation (e.g. drawings, plans, calculations, calculations, references to DIN standards), other product descriptions or documents - also in electronic form. We hereby reserve ownership rights and copyrights to all such information.
2.2 Unless otherwise agreed, offers are valid for 2 months from the date of issue. Subject to prior sale.
2.3 The responsibility for the specification and suitability for the intended purpose requested in the order lies exclusively with the purchaser.
2.4 The order of the goods by the orderer shall be considered as a binding offer of contract, unless otherwise stated in the order or other agreements. Acceptance can be declared by hs-tumbler GmbH either in writing (e.g. by order confirmation) or by delivery of the goods to the customer. We can accept the customer's offer by sending an order confirmation within two weeks or by sending the customer the ordered goods within two weeks. We General Terms and Conditions (GTC) / Terms and Conditions of Sale and Delivery of hs-tumbler GmbH reserve the right to inform the customer within this period that we reject his order.
2.5 If the contract is cancelled by mutual agreement, we shall be entitled to demand cancellation costs amounting to 20% of the agreed purchase price. The purchaser reserves the right to prove that we have incurred no or lower cancellation costs. We reserve the right to claim higher damages.
3 Confidentiality and secrecy
3.1 The orderer shall treat the details of the offer, the contract as well as all information made available in this respect as confidential and shall not publish or disclose them in whole or in part without the prior written consent of hs-tumbler GmbH (unless this is required for the purposes of the contract).
3.2 The obligation to maintain secrecy shall not expire until and insofar as the knowledge contained in the documents provided has become generally known, or we have given our written consent to the release to the ordering party.
4 Prices
4.1 Prices are subject to change, ex warehouse or ex works, excluding packaging, plus the applicable statutory value added tax.
4.2 Insofar as goods are shipped from another licensed production facility by arrangement, the prices shall apply ex warehouse or ex works from the corresponding General Terms and Conditions (GTC) / Terms and Conditions of Sale and Delivery of the hs-tumbler GmbH production facility.
4.3 If we have taken over the project planning, assembly, commissioning, software training and technology training and unless otherwise agreed, the customer shall bear all necessary ancillary costs such as travel, travel and accommodation expenses, allowances, transport and packaging costs, insurance, customs, bank and aval fees as well as other fees and costs in addition to the agreed remuneration.
4.4 Services shall be charged according to the valid list of prices and services of hs-tumbler GmbH.
4.5 The choice of means of transport and accommodation is at our discretion. Travel costs will be charged in first class for rail and sea travel and in economy class for air travel.
4.6 For orders whose net value excluding VAT is less than 100 euros, a flat-rate processing surcharge of 10 euros will be charged.
4.7 We reserve the right to change our prices appropriately if cost reductions or cost increases occur after the conclusion of the contract, in particular due to collective wage agreements or changes in the price of materials. We will prove this to the purchaser upon request.
4.8 Obvious calculation or spelling errors shall entitle us to correct them, even in the case of documents already prepared.
4.9 The statutory value added tax is not included in our prices General Terms and Conditions of Business (GTC) / Terms and Conditions of Sale and Delivery of hs-tumbler GmbH; it will be shown separately in the invoice at the statutory rate on the day of invoicing.
4.10 The deduction of cash discount requires special written agreement.
5 Cost information and cost estimate
5.1 As far as possible, the Customer shall be given the estimated repair price when the contract is concluded, otherwise the Customer may set cost limits.
5.2 If the repair cannot be carried out at these costs or if the Contractor deems it necessary to carry out additional work during the repair, the Customer's consent shall be obtained if the stated costs are exceeded by more than 30%.
5.3 If a cost estimate with binding price estimates is desired prior to the execution of the repair, this shall be expressly requested by Customer. Unless otherwise agreed, such a cost estimate shall only be binding if it is submitted in writing. It shall be remunerated. The services rendered for the submission of the cost estimate shall not be charged to the customer insofar as they can be utilized in the execution of the repair
1.1 These General Terms and Conditions (GTC) shall apply to all our business relations with our business partners and customers (hereinafter: "Customer"). The GTC shall only apply if the Purchaser is an entrepreneur (§14 BGB), a legal entity under public law or a special fund under public law.
1.2 Our GTC shall apply exclusively. Deviating, conflicting or supplementary general terms and conditions of business or purchase of the orderer shall only be recognized insofar as they do not contradict these general terms and conditions of business in terms of content and do not extend the legal rights of the orderer to the detriment of hs-tumbler GmbH. This shall also apply if hs-tumbler GmbH does not expressly object to deviating terms and conditions of business or purchase of the orderer or carries out deliveries without objection.
1.3 Our General Terms and Conditions shall also apply as framework agreements for future business relations with the same customer, without us having to refer to them again in each individual case, as long as no change has been announced by us. The GTC will be sent at any time upon request.
1.4 Individual agreements made in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these GTC. A written contract or our written confirmation is required and authoritative for the content of such agreements. General Terms and Conditions (GTC) / Terms and Conditions of Sale and Delivery of hs-tumbler GmbH
1.5 The statutory provisions shall apply insofar as they are not directly amended or modified in these General Terms and Conditions and/or in an individual agreement in accordance with
1.4 are not directly modified or expressly excluded.
2 Offer and conclusion of contract
2.1 Offers made by hs-tumbler GmbH are subject to change and non-binding unless expressly marked as a binding offer.
marked as a binding offer. This shall also apply if we have provided the Customer with catalogs, technical documentation (e.g. drawings, plans, calculations, calculations, references to DIN standards), other product descriptions or documents - also in electronic form. We hereby reserve ownership rights and copyrights to all such information.
2.2 Unless otherwise agreed, offers are valid for 2 months from the date of issue. Subject to prior sale.
2.3 The responsibility for the specification and suitability for the intended purpose requested in the order lies exclusively with the purchaser.
2.4 The order of the goods by the orderer shall be considered as a binding offer of contract, unless otherwise stated in the order or other agreements. Acceptance can be declared by hs-tumbler GmbH either in writing (e.g. by order confirmation) or by delivery of the goods to the customer. We can accept the customer's offer by sending an order confirmation within two weeks or by sending the customer the ordered goods within two weeks. We General Terms and Conditions (GTC) / Terms and Conditions of Sale and Delivery of hs-tumbler GmbH reserve the right to inform the customer within this period that we reject his order.
2.5 If the contract is cancelled by mutual agreement, we shall be entitled to demand cancellation costs amounting to 20% of the agreed purchase price. The purchaser reserves the right to prove that we have incurred no or lower cancellation costs. We reserve the right to claim higher damages.
3 Confidentiality and secrecy
3.1 The orderer shall treat the details of the offer, the contract as well as all information made available in this respect as confidential and shall not publish or disclose them in whole or in part without the prior written consent of hs-tumbler GmbH (unless this is required for the purposes of the contract).
3.2 The obligation to maintain secrecy shall not expire until and insofar as the knowledge contained in the documents provided has become generally known, or we have given our written consent to the release to the ordering party.
4 Prices
4.1 Prices are subject to change, ex warehouse or ex works, excluding packaging, plus the applicable statutory value added tax.
4.2 Insofar as goods are shipped from another licensed production facility by arrangement, the prices shall apply ex warehouse or ex works from the corresponding General Terms and Conditions (GTC) / Terms and Conditions of Sale and Delivery of the hs-tumbler GmbH production facility.
4.3 If we have taken over the project planning, assembly, commissioning, software training and technology training and unless otherwise agreed, the customer shall bear all necessary ancillary costs such as travel, travel and accommodation expenses, allowances, transport and packaging costs, insurance, customs, bank and aval fees as well as other fees and costs in addition to the agreed remuneration.
4.4 Services shall be charged according to the valid list of prices and services of hs-tumbler GmbH.
4.5 The choice of means of transport and accommodation is at our discretion. Travel costs will be charged in first class for rail and sea travel and in economy class for air travel.
4.6 For orders whose net value excluding VAT is less than 100 euros, a flat-rate processing surcharge of 10 euros will be charged.
4.7 We reserve the right to change our prices appropriately if cost reductions or cost increases occur after the conclusion of the contract, in particular due to collective wage agreements or changes in the price of materials. We will prove this to the purchaser upon request.
4.8 Obvious calculation or spelling errors shall entitle us to correct them, even in the case of documents already prepared.
4.9 The statutory value added tax is not included in our prices General Terms and Conditions of Business (GTC) / Terms and Conditions of Sale and Delivery of hs-tumbler GmbH; it will be shown separately in the invoice at the statutory rate on the day of invoicing.
4.10 The deduction of cash discount requires special written agreement.
5 Cost information and cost estimate
5.1 As far as possible, the Customer shall be given the estimated repair price when the contract is concluded, otherwise the Customer may set cost limits.
5.2 If the repair cannot be carried out at these costs or if the Contractor deems it necessary to carry out additional work during the repair, the Customer's consent shall be obtained if the stated costs are exceeded by more than 30%.
5.3 If a cost estimate with binding price estimates is desired prior to the execution of the repair, this shall be expressly requested by Customer. Unless otherwise agreed, such a cost estimate shall only be binding if it is submitted in writing. It shall be remunerated. The services rendered for the submission of the cost estimate shall not be charged to the customer insofar as they can be utilized in the execution of the repair
6 Terms of payment and default
6.1 Unless otherwise agreed, invoices are due for payment within 10 days of the invoice date without deduction.
6.2 Checks and rediscountable and taxed bills of exchange General Terms and Conditions (GTC) / Terms and Conditions of Sale and Delivery of hs-tumbler GmbH shall only be accepted by us on account of performance after prior written agreement. Bills of exchange and discount charges will be charged separately and are due and payable immediately without deduction.
6.3 Upon expiry of the aforementioned payment periods, the customer shall be in default, unless he is not responsible for the default. During the period of default, interest shall be charged on the purchase price at the applicable default interest rate. We reserve the right to assert further damage caused by default. With respect to merchants, our claim to commercial due date interest (§ 353 HGB) shall remain unaffected.
6.4 The customer shall only be entitled to rights of set-off or retention insofar as the respective counterclaim has been expressly acknowledged by us in writing or has been established as final and absolute by a court of law.
6.5 If the Purchaser can demand that a defect be remedied, it may refuse to pay a reasonable part of the remuneration after the due date; as a rule, a reasonable part shall be twice the costs required to remedy the defect.
6.6 If the terms of payment are not complied with or if we become aware of circumstances which, according to our due commercial discretion, are suitable to reduce the creditworthiness of the customer, all payment obligations arising from the business relationship with us shall become due and payable immediately, irrespective of the term of any bills of exchange accepted and credited. We shall then also be entitled, without prejudice to further statutory rights, to deliver outstanding deliveries only against advance payment or to demand securities in accordance with the General Terms and Conditions of Business (GTC) / Terms and Conditions of Sale and Delivery of hs-tumbler GmbH. Furthermore, we are entitled to withdraw from contracts which we have not yet fulfilled by setting a deadline of two weeks in connection with the threat of withdrawal in case of non-fulfillment of all due payment obligations. Further claims remain unaffected.
7 Delivery
7.1 Delivery periods and dates shall only be binding if they have been agreed individually.
7.2 A binding delivery date expressly assured by us in writing shall only be binding on condition that all documents, approvals and information to be supplied by the Purchaser are received in good time, that all technical questions have been clarified and that the advance payment has been received. If these preconditions are not met in time, the deadlines shall be extended accordingly; this shall not apply if we are responsible for the delay. Compliance with our delivery obligation shall always be subject to the timely and proper fulfillment of the customer's obligation. We reserve the right to plead non-performance of the contract.
remains reserved.
7.3 If we are unable to meet binding delivery deadlines (non-availability of the service, force majeure), we shall inform the customer of this without delay and at the same time specify a new delivery deadline that is reasonable under the respective circumstances. If the service is also not available within the new delivery period or if the hindrance lasts longer than three months, we shall be entitled to withdraw from the contract in whole or in part. This shall not apply if we fail to comply with the General Terms and Conditions (GTC) / Terms and Conditions of Sale and Delivery of hs-tumbler GmbH.
non-compliance with the binding delivery deadlines. In the event of (partial) withdrawal, we will immediately refund any consideration already paid by the customer after deduction of expenses and costs. A case of non-availability of performance in this sense shall be deemed to be in particular the failure of our supplier to deliver on time if we have concluded a congruent hedging transaction. Strike, lockout, mobilization, war, blockade, export and import bans and other sovereign interventions shall be deemed equivalent to force majeure, irrespective of whether they occur with us or our supplier.
7.4 Partial deliveries are permissible and may be invoiced separately.
7.5 Deliveries and services not included in the offer shall be invoiced separately.
7.6 Time delays resulting from additional requests, services and orders of the customer shall not be borne by hs-tumbler GmbH. This also includes time delays due to the order entry of a third party (e.g. leasing company).
7.7 We reserve the right to make design and form changes based on technical progress until delivery.
7.8 If circumstances become known which give rise to serious doubts about the solvency or creditworthiness of the customer, we shall be entitled to refuse performance and to set the customer a reasonable deadline within which he must pay or provide security concurrently with delivery General Terms and Conditions of Business (GTC) / Terms and Conditions of Sale and Delivery of hs-tumbler GmbH. In case of refusal by the customer or unsuccessful expiry of the deadline, we shall be entitled to withdraw from the contract and/or to claim damages.
7.9 If delivery to the orderer is not possible because the delivered goods do not fit through the orderer's entrance door, hall gate or staircase or because the orderer cannot be found at the delivery address given by him or does not inform us of the delivery address although the orderer was given reasonable notice of the delivery date, the orderer shall bear the costs for the unsuccessful delivery and storage of the goods (§ 373 HGB). We shall charge the Purchaser for the storage costs incurred, at least 0.5% of the purchase price for each month, unless the Purchaser proves that the costs actually incurred are significantly lower. After fruitless expiry of a reasonable period of grace, we shall be entitled to dispose otherwise of the delivery item and to charge the purchaser 20% of the purchase price as minimum damage.
purchase price as minimum damage, unless the Buyer proves that our actual damage is considerably lower.
7.10 For the costs of restocking, 30 % of the list price shall be deducted as a handling fee for spare and wear parts. Justified complaints shall only be accepted against credit note or new delivery. A reduction of the purchase price is excluded. In the event of refusal of acceptance, we shall be entitled to demand 10 % of the invoice amount as compensation in addition to the costs incurred by us for shipment, return and re-storage.
7.11 The purchaser must ensure safe unloading of the goods in accordance with the General Terms and Conditions (GTC) / Terms and Conditions of Sale and Delivery of hs-tumbler GmbH and must transport them to the place of installation. The intermediate storage of the goods must be carried out by the purchaser. Storage must take place at a minimum of + 10°C and a maximum of + 35°C in a closed area protected from the weather. Storage of the goods outdoors is not permitted.
7.12 Our statutory rights of rescission and termination as well as the statutory provisions on the performance of the contract in the event of an exclusion of the obligation to perform (e.g. impossibility or unreasonableness of performance and/or subsequent performance) shall remain unaffected.
7.13 If the customer is in default of acceptance or culpably violates other duties to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. Further claims or rights remain reserved. If the conditions in the two aforementioned sentences are met, the risk of accidental loss or accidental deterioration of the purchased goods shall pass to the customer at the time when the customer is in default of acceptance or debtor's delay.
8 Retention of title
8.1 We retain title to the delivered goods and all associated documents (goods subject to retention of title) until complete fulfillment and satisfaction of all claims to which we are entitled against the customer arising from the business relationship, including all claims arising from follow-up orders, repeat orders and orders for spare parts. We shall be entitled to take back the object of sale if the purchaser acts in breach of contract.
General Terms and Conditions (GTC) / Terms and Conditions of Sale and Delivery of hs-tumbler GmbH
8.2 The sale, use, consumption and/or processing of the reserved goods shall only be permitted in the ordinary course of business. Furthermore, the customer shall not be entitled to dispose of the goods subject to retention of title, in particular to pledge or assign them as security. Storage costs shall be borne solely by the customer.
8.3 The customer shall be entitled to resell the object of sale in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (including value added tax) of our claim accruing to him from the resale against his customers or third parties, irrespective of whether the object of sale has been resold without or after processing. For the collection
the customer remains authorized to collect this claim even after the assignment. Our authority to collect the claim ourselves shall remain unaffected. However, we undertake not to collect the claim as long as the customer meets his payment obligations from the proceeds collected, is not in default of payment and, in particular, no application for the opening of composition or insolvency proceedings has been filed or payments have not been suspended. However, if this is the case, we may demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. As an alternative to sentence 1 as an addendum: If a current account relationship exists between the customer and the buyer in accordance with § 355 of the German Commercial Code (HGB), then the following clause shall apply: "The customer ... has been sold. The claim assigned to us in advance by the customer General Terms and Conditions of Business (AGB) / Terms and Conditions of Sale and Delivery of hs-tumbler GmbH shall also apply to the recognized balance and, in the event of insolvency of the customer, to the then existing "causal" balance."
8.4 The processing or transformation of the object of sale by the customer shall always be carried out for us. If the object of sale is processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the value of the object of sale (final invoice amount, including VAT) to the other processed objects at the time of processing. In all other respects, the same shall apply to the object created by processing as to the object of sale delivered subject to reservation of title.
8.5 If the object of sale is inseparably mixed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the value of the object of sale (final invoice amount, including VAT) to the other mixed objects at the time of mixing. If the mixing is carried out in such a way that the customer's item is to be regarded as the main item, it shall be deemed to be agreed that the customer transfers co-ownership to us on a pro rata basis. The customer shall hold the sole ownership or co-ownership thus created in safe custody for us.
8.6 The customer shall also assign to us the claims to secure our claims against him which arise against a third party through theconnection of the object of sale with a property.
6.1 Unless otherwise agreed, invoices are due for payment within 10 days of the invoice date without deduction.
6.2 Checks and rediscountable and taxed bills of exchange General Terms and Conditions (GTC) / Terms and Conditions of Sale and Delivery of hs-tumbler GmbH shall only be accepted by us on account of performance after prior written agreement. Bills of exchange and discount charges will be charged separately and are due and payable immediately without deduction.
6.3 Upon expiry of the aforementioned payment periods, the customer shall be in default, unless he is not responsible for the default. During the period of default, interest shall be charged on the purchase price at the applicable default interest rate. We reserve the right to assert further damage caused by default. With respect to merchants, our claim to commercial due date interest (§ 353 HGB) shall remain unaffected.
6.4 The customer shall only be entitled to rights of set-off or retention insofar as the respective counterclaim has been expressly acknowledged by us in writing or has been established as final and absolute by a court of law.
6.5 If the Purchaser can demand that a defect be remedied, it may refuse to pay a reasonable part of the remuneration after the due date; as a rule, a reasonable part shall be twice the costs required to remedy the defect.
6.6 If the terms of payment are not complied with or if we become aware of circumstances which, according to our due commercial discretion, are suitable to reduce the creditworthiness of the customer, all payment obligations arising from the business relationship with us shall become due and payable immediately, irrespective of the term of any bills of exchange accepted and credited. We shall then also be entitled, without prejudice to further statutory rights, to deliver outstanding deliveries only against advance payment or to demand securities in accordance with the General Terms and Conditions of Business (GTC) / Terms and Conditions of Sale and Delivery of hs-tumbler GmbH. Furthermore, we are entitled to withdraw from contracts which we have not yet fulfilled by setting a deadline of two weeks in connection with the threat of withdrawal in case of non-fulfillment of all due payment obligations. Further claims remain unaffected.
7 Delivery
7.1 Delivery periods and dates shall only be binding if they have been agreed individually.
7.2 A binding delivery date expressly assured by us in writing shall only be binding on condition that all documents, approvals and information to be supplied by the Purchaser are received in good time, that all technical questions have been clarified and that the advance payment has been received. If these preconditions are not met in time, the deadlines shall be extended accordingly; this shall not apply if we are responsible for the delay. Compliance with our delivery obligation shall always be subject to the timely and proper fulfillment of the customer's obligation. We reserve the right to plead non-performance of the contract.
remains reserved.
7.3 If we are unable to meet binding delivery deadlines (non-availability of the service, force majeure), we shall inform the customer of this without delay and at the same time specify a new delivery deadline that is reasonable under the respective circumstances. If the service is also not available within the new delivery period or if the hindrance lasts longer than three months, we shall be entitled to withdraw from the contract in whole or in part. This shall not apply if we fail to comply with the General Terms and Conditions (GTC) / Terms and Conditions of Sale and Delivery of hs-tumbler GmbH.
non-compliance with the binding delivery deadlines. In the event of (partial) withdrawal, we will immediately refund any consideration already paid by the customer after deduction of expenses and costs. A case of non-availability of performance in this sense shall be deemed to be in particular the failure of our supplier to deliver on time if we have concluded a congruent hedging transaction. Strike, lockout, mobilization, war, blockade, export and import bans and other sovereign interventions shall be deemed equivalent to force majeure, irrespective of whether they occur with us or our supplier.
7.4 Partial deliveries are permissible and may be invoiced separately.
7.5 Deliveries and services not included in the offer shall be invoiced separately.
7.6 Time delays resulting from additional requests, services and orders of the customer shall not be borne by hs-tumbler GmbH. This also includes time delays due to the order entry of a third party (e.g. leasing company).
7.7 We reserve the right to make design and form changes based on technical progress until delivery.
7.8 If circumstances become known which give rise to serious doubts about the solvency or creditworthiness of the customer, we shall be entitled to refuse performance and to set the customer a reasonable deadline within which he must pay or provide security concurrently with delivery General Terms and Conditions of Business (GTC) / Terms and Conditions of Sale and Delivery of hs-tumbler GmbH. In case of refusal by the customer or unsuccessful expiry of the deadline, we shall be entitled to withdraw from the contract and/or to claim damages.
7.9 If delivery to the orderer is not possible because the delivered goods do not fit through the orderer's entrance door, hall gate or staircase or because the orderer cannot be found at the delivery address given by him or does not inform us of the delivery address although the orderer was given reasonable notice of the delivery date, the orderer shall bear the costs for the unsuccessful delivery and storage of the goods (§ 373 HGB). We shall charge the Purchaser for the storage costs incurred, at least 0.5% of the purchase price for each month, unless the Purchaser proves that the costs actually incurred are significantly lower. After fruitless expiry of a reasonable period of grace, we shall be entitled to dispose otherwise of the delivery item and to charge the purchaser 20% of the purchase price as minimum damage.
purchase price as minimum damage, unless the Buyer proves that our actual damage is considerably lower.
7.10 For the costs of restocking, 30 % of the list price shall be deducted as a handling fee for spare and wear parts. Justified complaints shall only be accepted against credit note or new delivery. A reduction of the purchase price is excluded. In the event of refusal of acceptance, we shall be entitled to demand 10 % of the invoice amount as compensation in addition to the costs incurred by us for shipment, return and re-storage.
7.11 The purchaser must ensure safe unloading of the goods in accordance with the General Terms and Conditions (GTC) / Terms and Conditions of Sale and Delivery of hs-tumbler GmbH and must transport them to the place of installation. The intermediate storage of the goods must be carried out by the purchaser. Storage must take place at a minimum of + 10°C and a maximum of + 35°C in a closed area protected from the weather. Storage of the goods outdoors is not permitted.
7.12 Our statutory rights of rescission and termination as well as the statutory provisions on the performance of the contract in the event of an exclusion of the obligation to perform (e.g. impossibility or unreasonableness of performance and/or subsequent performance) shall remain unaffected.
7.13 If the customer is in default of acceptance or culpably violates other duties to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. Further claims or rights remain reserved. If the conditions in the two aforementioned sentences are met, the risk of accidental loss or accidental deterioration of the purchased goods shall pass to the customer at the time when the customer is in default of acceptance or debtor's delay.
8 Retention of title
8.1 We retain title to the delivered goods and all associated documents (goods subject to retention of title) until complete fulfillment and satisfaction of all claims to which we are entitled against the customer arising from the business relationship, including all claims arising from follow-up orders, repeat orders and orders for spare parts. We shall be entitled to take back the object of sale if the purchaser acts in breach of contract.
General Terms and Conditions (GTC) / Terms and Conditions of Sale and Delivery of hs-tumbler GmbH
8.2 The sale, use, consumption and/or processing of the reserved goods shall only be permitted in the ordinary course of business. Furthermore, the customer shall not be entitled to dispose of the goods subject to retention of title, in particular to pledge or assign them as security. Storage costs shall be borne solely by the customer.
8.3 The customer shall be entitled to resell the object of sale in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (including value added tax) of our claim accruing to him from the resale against his customers or third parties, irrespective of whether the object of sale has been resold without or after processing. For the collection
the customer remains authorized to collect this claim even after the assignment. Our authority to collect the claim ourselves shall remain unaffected. However, we undertake not to collect the claim as long as the customer meets his payment obligations from the proceeds collected, is not in default of payment and, in particular, no application for the opening of composition or insolvency proceedings has been filed or payments have not been suspended. However, if this is the case, we may demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. As an alternative to sentence 1 as an addendum: If a current account relationship exists between the customer and the buyer in accordance with § 355 of the German Commercial Code (HGB), then the following clause shall apply: "The customer ... has been sold. The claim assigned to us in advance by the customer General Terms and Conditions of Business (AGB) / Terms and Conditions of Sale and Delivery of hs-tumbler GmbH shall also apply to the recognized balance and, in the event of insolvency of the customer, to the then existing "causal" balance."
8.4 The processing or transformation of the object of sale by the customer shall always be carried out for us. If the object of sale is processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the value of the object of sale (final invoice amount, including VAT) to the other processed objects at the time of processing. In all other respects, the same shall apply to the object created by processing as to the object of sale delivered subject to reservation of title.
8.5 If the object of sale is inseparably mixed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the value of the object of sale (final invoice amount, including VAT) to the other mixed objects at the time of mixing. If the mixing is carried out in such a way that the customer's item is to be regarded as the main item, it shall be deemed to be agreed that the customer transfers co-ownership to us on a pro rata basis. The customer shall hold the sole ownership or co-ownership thus created in safe custody for us.
8.6 The customer shall also assign to us the claims to secure our claims against him which arise against a third party through theconnection of the object of sale with a property.
8.7 We undertake to release the securities to which we are entitled at the customer's request insofar as the realizable value of our securities exceeds the claims to be secured by more than 10%; the selection General Terms and Conditions (GTC) / Terms and Conditions of Sale and Delivery of hs-tumbler GmbH of the securities to be released shall be incumbent upon us.
8.8 As long as the ownership has not yet passed to him, the customer shall be obliged to treat the object of sale with care. In particular, he shall be obliged to insure it adequately at his own expense against theft, fire and water damage at replacement value. If maintenance and inspection work has to be carried out, the purchaser must carry this out in good time at his own expense. General Terms and Conditions (GTC) / Terms and Conditions of Sale and Delivery of hs-tumbler GmbH8.9 In the event of breaches of duty by the ordering party, in particular in the event of non-payment of the purchase price due, we shall be entitled, after unsuccessful expiry of a reasonable deadline for performance set for the ordering party, to withdraw from the contract in accordance with the statutory provisions and to demand surrender of the goods on the basis of the retention of title and withdrawal; the statutory provisions on the dispensability of setting a deadline shall remain unaffected. The customer shall be obliged to surrender the goods.
8.10 In the event that the goods subject to retention of title are combined, mixed, blended or processed by the customer, we shall be entitled to co-ownership of the resulting new goods in the ratio of the invoice value of the goods subject to retention of title to the other goods.
8.11 As long as ownership has not yet been transferred, the customer shall notify us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the judicial and General Terms and Conditions (GTC) / Terms and Conditions of Sale and Delivery of hs-tumbler GmbH extrajudicial costs of a lawsuit in accordance with § 771 of the German Code of Civil Procedure (ZPO), the ordering party shall be liable for the loss incurred by us.
9 Packaging and shipping
9.1 Unless otherwise agreed, we shall be entitled to determine the mode of shipment (in particular carrier, shipping route, packaging) ourselves.
9.2 The costs for shipping as well as insurance, if applicable, shall be charged to the customer in addition to the ex-works price.
9.3 If hs-tumbler GmbH undertakes to ship the goods abroad, hs-tumbler GmbH shall ensure compliance with the statutory export regulations. Compliance with import and transit regulations shall be the responsibility of the customer.
9.4 If machines are unsuitable for transport due to oversize, hs-tumbler GmbH shall be entitled to ship machines in individual components.
10 Transfer of risk
10.1 Unless otherwise stated in the order confirmation, delivery "ex works" is agreed. The risk of accidental loss and accidental deterioration of the goods shall pass to the customer when the goods leave the factory. If the delivery is made from another licensed production site, the risk of accidental loss and accidental deterioration of the goods shall pass to the Purchaser when the goods leave this production site General Terms and Conditions of Business (GTC) / Terms and Conditions of Sale and Delivery of hs-tumbler GmbH. This shall also apply to partial deliveries, subsequent deliveries and rectification of defects.
10.2 If the shipment of the goods is delayed at the request of the orderer or if a delay occurs due to circumstances for which the orderer is responsible, the risk of accidental loss and accidental deterioration of the goods shall pass to the orderer from the point in time originally scheduled for the shipment of the goods. From this point in time, the goods shall be deemed to be stored for the Purchaser at the risk of the latter.
11 Delimitation of performance
11.1 The Purchaser shall ensure at its own expense that a clean, solid, jointless, large-area industrial concrete floor with continuous reinforcement is produced according to the foundation specifications in the installation instructions. Or is present. All ducts and foundations required for the installation of the system must be completed. The same applies to the necessary electrical connections; the customer shall ensure connection to the mains in accordance with the product data sheets. Necessary media preparations including structural measures must be completed prior to installation and assembly. All structural work or modifications, such as wall breakthroughs, door and gate enlargements, etc., shall be carried out by the Purchaser at its own expense and must be completed before delivery of the goods.
11.3 The customer shall ensure that the goods are already in place when the fitters/installers arrive. General Terms and Conditions (GTC) / Terms and Conditions of Sale and Delivery of hs-tumbler GmbH
11.4 The customer shall provide the required energy sources (electricity, compressed air, gases) at the installation site of the machine at its own expense in accordance with the installation instructions. The purchaser shall also provide the appropriate sub-distribution and fuse protection.
11.5 The supply lines for external product feed including the procurement of the necessary plant technology shall be carried out on behalf of and by the orderer. This is not relevant for manually operated plants.
11.6 The Purchaser shall designate in writing a contact person responsible for installation and commissioning and authorized to give instructions.
11.7 Auxiliaries or equipment required for installation or service work shall be provided free of charge by the purchaser or operator of the plant.
12 Assembly, commissioning and training of equipment
12.1 Unless included in the sales offer, the project, assembly/installation, commissioning and technology and software training shall not be part of the scope of services. This will be charged and invoiced separately according to the current daily rates.
12.2 Damage to systems and equipment caused by improper installation or due to non-compliance with installation instructions shall lead to the exclusion of warranty claims to the extent that the systems and equipment were damaged by the improper execution of the installation or the deviation from the installation instructions.
installation instructions. General Terms and Conditions (GTC) / Terms and Conditions of Sale and Delivery of hs-tumbler GmbH
12.3 The installation of the equipment shall be carried out by experienced fitters and technicians of hs-tumbler GmbH or a service provider certified by hs-tumbler.
12.4 The installation work shall be carried out over the entire period of time, the installation site must also be accessible on weekends by arrangement for installation planned without interruption.
12.5 The installation site of the plant must have a minimum temperature of + 10°C, be sufficiently illuminated and protected from the weather. Cleaning of the plant is only permitted in accordance with the process sequences shown and to be followed in the operating instructions.
12.6 The installation instructions supplied with each system must be observed.
12.7 Commissioning shall be carried out by a technician of hs-tumbler GmbH after the installation of the plant. After the plant has been checked by the purchaser, it can be put into production by the trained personnel. A written acceptance by the customer is not a prerequisite for the commissioning of the plant. The agreed warranty period shall commence with the commissioning of the plant, but no later than one month after delivery.
12.8 Should the agreed duration of commissioning be delayed for reasons beyond the control of hs-tumbler GmbH, the resulting costs shall be charged to the orderer at the current daily rate.
12.9 The orderer shall ensure that during the training the operating personnel are released from their usual General Terms and Conditions (GTC) / Terms and Conditions of Sale and Delivery of hs-tumbler GmbH duties and can participate in the training in a concentrated manner.
13 Declaration of conformity and safety devices of the plants
13.1 Our plants are designed to be CE-compliant. Deviations require a written confirmation.
13.2 The machine safeguarding is an individual device adapted to the local conditions and technology.
13.3 The decision on the design of the safeguarding is incumbent on the purchaser. It is the operator's responsibility to ensure the safeguarding of the hazardous areas in accordance with the applicable regional, national and international safety guidelines and to comply with the accident prevention regulations.
13.4 The regulations of the responsible BG must be taken into account.
14 Service and customer support
14.1 Service and customer support shall be provided directly by hs-tumbler GmbH or by an exclusively commissioned partner.
14.2 Our service and customer support employees are not authorized to make verbal promises, collateral agreements or arrangements, especially in warranty matters. In order to be effective, these require a written confirmation by the management of hs-tumbler GmbH.
14.3 Our service staff shall be obliged to pay for any hours of work, travel, travel and maintenance for maintenance and General Terms and Conditions (GTC) / Terms and Conditions of Sale and Delivery of hs-tumbler GmbH.
of hs-tumbler GmbH repair work carried out at the customer's premises as well as to have required spare parts confirmed on the corresponding forms. In case of absence of the responsible employees at the customer, the receipts issued by our fitter are valid even without confirmation. Invoices will be issued on the basis of these documents.
14.4 Service work shall be carried out professionally and to the best of our knowledge. However, we cannot guarantee that defects will be remedied during the first service visit. We cannot exclude the possibility of further service visits.
14.5 Auxiliaries, aids or equipment required for service work shall be provided by the operator of the plant free of charge.
15 Warranty
15.1 A warranty period of 12 months or the maximum permissible operating hours depending on the bearing and machine design - see operating instructions - shall apply to the deliveries and services of hs-tumbler GmbH, beginning after commissioning, whichever occurs first, but no longer than 13 months after delivery if delivery or commissioning is delayed for reasons for which we are not responsible. Warranty is limited to the countries Germany, Austria and Switzerland. In all other countries, the customer shall bear the costs of travel, journey and stay as well as the shipping and customs charges. In general, the absence of errors in software cannot be
guaranteed.
15.2 The fulfillment of the warranty of equipment requires regular maintenance by hs-tumbler GmbH after 12 months or the maximum General Terms and Conditions (GTC) / Terms and Conditions of Sale and Delivery of hs-tumbler GmbH operating hours permitted in the period, beginning after commissioning, whichever occurs first, as well as the purchase of original wear and spare parts directly from hs-tumbler GmbH. Furthermore, the fulfillment of the warranty requires the operation of the equipment by personnel demonstrably trained by hs-tumbler GmbH.
15.3 During the warranty period, defects shall be remedied by hs-tumbler GmbH at the request of the ordering party by repair or replacement of the defective parts at the expense of hs-tumbler GmbH. A prerequisite is that the ordering party properly fulfills its legally owed obligation to inspect the goods and give notice of defects. The warranty does not cover software or consumable and wear parts, which also include tools and mechanical parts.
15.4 The warranty shall not be extended for spare parts replaced by us (not software and consumable and wear parts).
15.5 Defects during the warranty period shall be reported in writing without delay, but at the latest within two weeks after completion, stating the type and serial number. In the event of intervention by the Purchaser or by a third party, any warranty claim shall expire.
15.6 Whether a repair or replacement is carried out is at the discretion of hs-tumbler GmbH. Defective parts that are replaced under warranty shall become the property of hs-tumbler GmbH.
15.7 Unless the parties agree otherwise, defective deliveries or parts thereof shall be returned to the respective place of dispatch. The shipping costs shall be borne by hs-tumbler GmbH, unless
General Terms and Conditions (GTC) / Terms and Conditions of Sale and Delivery of hs-tumbler GmbH unless it later turns out that the goods were free of defects.
15.8 Claims for damages due to defects shall be limited to the scope set out in Clause 16 if the statutory prerequisites for the facts are fulfilled. The limitation period for claims for defects shall be 12 months, calculated from the transfer of risk.
15.9 The limitation period in the event of a delivery recourse according to §§ 478, 479 BGB shall remain unaffected; it shall be 5 years, calculated from the delivery of the defective item.
15.10 In the event of resale within the warranty period, the warranty shall only be extended with the written consent of hs-tumbler
GmbH and assignment of the warranty by the customer to the buyer or third party.
15.11 In case of purchase of used goods, liability for defects is excluded, unless otherwise agreed.
16 Liability
16.1 hs-tumbler GmbH shall be liable in accordance with the statutory provisions insofar as the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. As far as we are not accused of intentional breach of contract, the liability for damages is limited to the foreseeable, typically occurring damage. hs-tumbler GmbH is furthermore liable according to the legal regulations, as far as an essential contractual obligation is culpably violated; in this case, however, the liability for damages is limited to the foreseeable, typically occurring damage. In all General Terms and Conditions (GTC) / Terms and Conditions of Sale and Delivery of hs-tumbler GmbH liability cases of this Clause 16 shall not affect liability for culpable injury to life, body or health; this shall also apply to mandatory liability under the Product Liability Act.
16.2 If hs-tumbler GmbH has negligently breached an essential contractual obligation (cardinal obligation), liability shall be limited to the damage typical for the contract. Material contractual obligations within the meaning of these GTC shall be deemed to exist if the customer relies or may rely on their proper fulfillment because they characterize the contract.
16.3 Any further liability of hs-tumbler GmbH is excluded. In the event of simple negligence, hs-tumbler GmbH shall in particular not be liable for damages that have not occurred to the delivery item itself, in particular not for loss of profit or other financial losses.
16.4 The above limitations and exclusions of liability shall not apply to claims for personal injury or property damage to privately used objects caused by defective products.
16.5 Insofar as liability is excluded or limited, this shall also apply to the legal representatives, employees and vicarious agents of hs-tumbler GmbH.
16.6 hs-tumbler GmbH shall only be liable for damage to equipment in the event of demonstrable fault on the part of the personnel.
16.7 Advice and information shall be provided to the best of the knowledge of the employees of hs-tumbler GmbH, but without obligation and to the exclusion of any liability. General Terms and Conditions (GTC) / Terms and Conditions of Sale and Delivery of hs-tumbler GmbH. Insofar as the Product Liability Act applies, the limitations of liability pursuant to paragraphs 1 and 2 shall not apply to the Purchaser's claims for liability and endangerment, bodily injury and private property damage arising therefrom, unless the law expressly permits such exemption from liability.
16.8 To the extent permitted by applicable law, hs-tumbler GmbH shall not be liable for any damages (including damages for loss of profit, business interruption, loss of business information or data, or other financial loss) arising out of the use of or inability to use the products delivered, even if hs-tumbler GmbH has been advised of the possibility of such damages. In any case, the liability of hs-tumbler GmbH is limited to the amount actually paid for the product or service. Any liability for consequential damages is excluded.
17 Severability clause
If individual provisions of these terms and conditions or other parts of the contract are or become invalid, the remaining provisions shall remain valid. The
contracting parties undertake to replace invalid provisions by valid provisions which come as close as possible to the invalid provisions in economic terms.
18 Place of jurisdiction and applicable law
18.1 The contractual relationship shall be governed exclusively by the laws of the Federal Republic of Germany, in particular to the exclusion of the UN Convention on Contracts for the International Sale of Goods and the General Terms and Conditions (GTC) / Conditions of Sale and Delivery
of hs-tumbler GmbH international private law.
18.2 The exclusive place of jurisdiction for all contractual claims or claims in connection with this contract, provided the customer is a merchant, is Osnabrück in Germany. However, hs-tumbler GmbH shall be entitled to bring an action at the customer's principal place of business.
18.3 Unless otherwise stated in the order confirmation, our place of business shall be the place of performance.
Version 14.10.2022
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