General Terms and Conditions

1. The following terms and conditions of sale and delivery apply to all offers, deliveries and services of Harrer & Kassen GmbH. The customer recognizes these terms and conditions of sale and delivery at the latest upon acceptance of the goods or services. Deviating general terms and conditions of our customers are hereby rejected. They shall only apply if their validity has been confirmed by us in writing by the managing director.
2. Harrer & Kassen GmbH reserves its unrestricted property and copyright exploitation rights to cost estimates, drawings and other documents (hereinafter: documents). The Documents may only be made accessible to third parties with the prior consent of Harrer & Kassen GmbH and must be returned to Harrer & Kassen GmbH immediately upon request if the order is not placed with Harrer & Kassen GmbH. Sentences 1 and 2 apply accordingly to documents of the purchaser; however, these may be made accessible to third parties to whom Harrer & Kassen GmbH has permissibly transferred deliveries.
3. The customer has the non-exclusive right to use standard software with the agreed performance features in unchanged form on the agreed devices. The customer may make a backup copy without express agreement.
4. Partial deliveries are permissible insofar as they are reasonable for the customer.

1. Prices are ex works excluding packaging plus the applicable statutory value added tax.
2. If Harrer & Kassen GmbH has undertaken the installation or assembly and unless otherwise agreed, the customer shall bear all necessary ancillary costs such as travel expenses, costs for the transportation of tools and personal luggage as well as daily allowances in addition to the agreed remuneration.
3. Payments are to be made free paying agent of Harrer & Kassen GmbH.
4. The customer may only offset claims that are undisputed or have been legally established.

1. The objects of the deliveries (goods subject to retention of title) remain the property of Harrer & Kassen GmbH until all claims to which it is entitled against the purchaser arising from the business relationship have been fulfilled. If the value of all security interests to which Harrer & Kassen GmbH is entitled exceeds the amount of all secured claims by more than 20%, Harrer & Kassen GmbH shall release a corresponding part of the security interests at the request of the purchaser.
2. During the existence of the retention of title, the purchaser is prohibited from pledging or transferring ownership by way of security and resale is only permitted to resellers in the ordinary course of business and only on condition that the reseller receives payment from its customer or makes the reservation that ownership is only transferred to the customer when the customer has fulfilled its payment obligations.
3. In the event of seizure, confiscation or other dispositions or interventions by third parties, the purchaser must inform Harrer & Kassen GmbH immediately.
4. In the event of breaches of duty by the purchaser, in particular in the event of default in payment, Harrer & Kassen GmbH shall be entitled to withdraw from the contract and take back the goods after the unsuccessful expiry of a reasonable deadline set for the purchaser; the statutory provisions on the dispensability of setting a deadline shall remain unaffected. The purchaser is obliged to surrender the goods.

1. Compliance with deadlines for deliveries requires the timely receipt of all documents to be supplied by the purchaser, necessary approvals and releases, in particular of plans, as well as compliance with the agreed terms of payment and other obligations by the purchaser. If these requirements are not met in good time, the deadlines shall be extended accordingly; this shall not apply if Harrer & Kassen GmbH is responsible for the delay.
2. If non-compliance with the deadlines is due to force majeure, e.g. mobilization, war, riot, or similar events, e.g. strike, lockout, the deadlines shall be extended accordingly.
3. Both claims for damages by the purchaser due to delayed delivery and claims for damages in lieu of performance are excluded in all cases of delayed delivery, even after expiry of any deadline set by Harrer & Kassen GmbH for delivery. This shall not apply in cases of mandatory liability based on intent, gross negligence or injury to life, body or health. The purchaser may only withdraw from the contract within the framework of the statutory provisions if Harrer & Kassen GmbH is responsible for the delay in delivery. A change in the burden of proof to the detriment of the purchaser is not associated with the above provisions.
4. At the request of Harrer & Kassen GmbH, the purchaser is obliged to declare within a reasonable period of time whether it is withdrawing from the contract due to the delay in delivery or insisting on delivery.
5. If dispatch or delivery is delayed by more than one month after notification of readiness for dispatch at the request of the Purchaser, the Purchaser may be charged a storage fee of 0.5% of the price of the items of the Supplies for each month or part thereof, but not more than a total of 5%. The contracting parties are at liberty to prove higher or lower storage costs.

1. The risk shall pass to the customer as follows, even in the case of carriage paid delivery:
   1. for deliveries without installation or assembly, if they have been shipped or collected. Upon request and at the customer’s expense, Harrer & Kassen GmbH will insure deliveries against the usual transportation risks;
   2. for deliveries with installation or assembly on the day of acceptance at the customer’s own premises or, if agreed, after a faultless trial run.
2. If dispatch, delivery, the start or performance of installation or assembly, acceptance in the customer’s own plant or trial operation is delayed for reasons for which the customer is responsible or if the customer is in default of acceptance for other reasons, the risk shall pass to the customer.

Unless otherwise agreed in writing, the following provisions shall apply to installation and assembly:

1. The customer must accept the goods at his own expense and provide them in good time:
   1. all earthworks, construction work and other ancillary work outside the industry, including the necessary skilled and unskilled labor, building materials and tools,
   2. the equipment and materials required for assembly and commissioning, such as scaffolding, lifting gear and other devices, fuels and lubricants,
   3. Energy and water at the point of use, including connections, heating and lighting,
   4. sufficiently large, suitable, dry and lockable rooms for the storage of machine parts, apparatus, materials, tools, etc. at the assembly site and adequate working and recreation rooms for the assembly personnel, including sanitary facilities appropriate to the circumstances; in addition, the purchaser must take the same measures to protect the property of Harrer & Kassen GmbH and the assembly personnel on the construction site as it would take to protect its own property,
   5. Protective clothing and protective devices that are required due to special circumstances at the installation site.
2. Before the start of the installation work, the customer must provide the necessary information on the location of concealed electricity, gas and water pipes or similar installations as well as the necessary structural data without being requested to do so.
3. Before the start of installation or assembly, the materials and objects required for the start of the work must be available at the installation or assembly site and all preparatory work must have progressed to such an extent that the installation or assembly can be started as agreed and carried out without interruption. Access routes and the installation or assembly site must be leveled and cleared.
4. If the installation, assembly or commissioning is delayed due to circumstances for which Harrer & Kassen GmbH is not responsible, the purchaser shall bear the reasonable costs for waiting time and any additional travel required by Harrer & Kassen GmbH or the assembly personnel.
5. The purchaser must immediately certify to Harrer & Kassen GmbH on a weekly basis the duration of the working time of the assembly personnel as well as the completion of the installation, assembly or commissioning.
6. If Harrer & Kassen GmbH demands acceptance of the delivery after completion, the customer must carry this out within two weeks. If this is not done, acceptance shall be deemed to have taken place. Acceptance shall also be deemed to have taken place if the delivery has been put into use – if applicable after completion of an agreed test phase.

The customer may not refuse to accept deliveries due to insignificant defects.

Harrer & Kassen GmbH is liable for material defects as follows:

1. All parts or services which show a material defect within the limitation period “regardless of the operating time” shall, at the discretion of Harrer & Kassen GmbH, be repaired, replaced or provided again free of charge, provided that the cause of the defect already existed at the time of the transfer of risk.
2. Claims for material defects shall lapse after 12 months. This shall not apply if the law prescribes longer periods in accordance with § 438 Para. 1 No. 2 (buildings and items for buildings), § 479 Para. 1 (right of recourse) and § 634a Para. 1 No. 2 (building defects) BGB, as well as in cases of injury to life, limb or health, in the event of an intentional or grossly negligent breach of duty by Harrer & Kassen GmbH and in the event of fraudulent concealment of a defect. The statutory provisions on suspension of expiry, suspension and recommencement of time limits remain unaffected.
3. The purchaser must notify Harrer & Kassen GmbH immediately in writing of any material defects.
4. In the event of notices of defects, payments by the customer may be withheld to an extent that is in reasonable proportion to the material defects that have occurred. The purchaser may only withhold payments if a notice of defects is asserted, the justification of which is beyond doubt. If the notice of defects is unjustified, Harrer & Kassen GmbH shall be entitled to demand compensation from the purchaser for the expenses incurred.
5. Harrer & Kassen GmbH must first be given the opportunity to provide subsequent performance within a reasonable period of time.
6. If the subsequent performance fails, the customer may – without prejudice to any claims for damages pursuant to Art. XI – withdraw from the contract or reduce the remuneration.
7. Claims for defects shall not exist in the event of only insignificant deviations from the agreed quality, only insignificant impairment of usability, natural wear and tear or damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable equipment, defective construction work, unsuitable building ground or which arise due to special external influences which are not assumed under the contract, as well as in the event of non-reproducible software errors. If the customer or third parties carry out improper modifications or repair work, no claims for defects shall exist for these and the resulting consequences.
8. Claims of the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labor and material costs, are excluded insofar as the expenses increase because the object of the delivery has subsequently been taken to a place other than the customer’s branch office, unless the transfer corresponds to its intended use.
9. Recourse claims of the purchaser against Harrer & Kassen GmbH pursuant to § 478 BGB (recourse of the entrepreneur) shall only exist to the extent that the purchaser has not made any agreements with its customer that go beyond the statutory claims for defects. Furthermore, No. 8 shall apply accordingly to the scope of the purchaser’s right of recourse against Harrer & Kassen GmbH pursuant to Section 478 (2) BGB.
10. For claims for damages, Art. XI (Other claims for damages). Further claims or claims other than those regulated in this Art. VIII against Harrer & Kassen GmbH and its vicarious agents due to a material defect are excluded.

1. Unless otherwise agreed, Harrer & Kassen GmbH is obliged to provide the delivery free of industrial property rights and copyrights of third parties (hereinafter: property rights) only in the country of the place of delivery. If a third party raises justified claims against the purchaser due to the infringement of property rights by deliveries made by Harrer & Kassen GmbH and used in accordance with the contract, Harrer & Kassen GmbH shall be liable to the purchaser within the period specified in Art. VIII No. 2 as follows:
   1. Harrer & Kassen GmbH shall, at its discretion and at its own expense, either obtain a right of use for the deliveries concerned, modify them in such a way that the property right is not infringed, or replace them. If this is not possible for Harrer & Kassen GmbH under reasonable conditions, the purchaser shall be entitled to the statutory rights of withdrawal or reduction.
   2. The obligation of Harrer & Kassen GmbH to pay damages is governed by Art. XI.
   3. The aforementioned obligations of Harrer & Kassen GmbH shall only apply insofar as the purchaser immediately notifies Harrer & Kassen GmbH in writing of the claims asserted by third parties, does not acknowledge an infringement and leaves all defensive measures and settlement negotiations to the discretion of Harrer & Kassen GmbH. If the purchaser ceases to use the delivery in order to minimize damages or for other important reasons, he is obliged to point out to the third party that the cessation of use does not constitute an acknowledgement of an infringement of property rights.
2. Claims of the customer are excluded insofar as he is responsible for the infringement of property rights.
3. Claims of the purchaser are also excluded if the infringement of property rights is caused by special specifications of the purchaser, by an application not foreseeable by Harrer & Kassen GmbH or by the fact that the delivery is modified by the purchaser or used together with products not supplied by Harrer & Kassen GmbH.
4. In the event of infringements of property rights, the provisions of Art. VIII No. 4, 5 and 9 shall apply accordingly.
5. In the event of other defects of title, the provisions of Art. VIII shall apply accordingly.
6. Further claims or claims other than those regulated in this Art. IX against Harrer & Kassen GmbH and its vicarious agents due to a defect of title are excluded.

1. If delivery is impossible, the purchaser shall be entitled to claim damages unless Harrer & Kassen GmbH is not responsible for the impossibility. However, the purchaser’s claim for damages shall be limited to 10% of the value of that part of the delivery which cannot be put to the intended use due to the impossibility. This limitation shall not apply in cases of mandatory liability based on intent, gross negligence or injury to life, body or health; this does not imply a change in the burden of proof to the detriment of the customer. The right of the customer to withdraw from the contract remains unaffected.
2. If unforeseeable events within the meaning of Art. IV No. 2 significantly change the economic significance or the content of the delivery or have a significant impact on the operations of Harrer & Kassen GmbH, the contract shall be adapted appropriately in good faith. If this is not economically justifiable, Harrer & Kassen GmbH shall have the right to withdraw from the contract. If it wishes to make use of this right of withdrawal, it must inform the purchaser immediately after realizing the consequences of the event, even if an extension of the delivery time was initially agreed with the purchaser.

1. Claims for damages and reimbursement of expenses by the customer (hereinafter: claims for damages), irrespective of the legal grounds, in particular due to breach of duties arising from the contractual obligation and from tort, are excluded.
2. This shall not apply in cases of mandatory liability, e.g. under the Product Liability Act, in cases of intent, gross negligence, injury to life, limb or health, or breach of material contractual obligations. However, the claim for damages for the breach of essential contractual obligations is limited to the foreseeable damage typical for the contract, unless there is intent or gross negligence or liability for injury to life, limb or health. A change in the burden of proof to the detriment of the customer is not associated with the above provisions.
3. Insofar as the customer is entitled to claims for damages under this Art. XI, these shall become time-barred upon expiry of the limitation period applicable to claims for material defects pursuant to Art. VIII No. 2. In the case of claims for damages under the Product Liability Act, the statutory limitation provisions shall apply.

1. The sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the registered office of Harrer & Kassen GmbH. However, Harrer & Kassen GmbH is also entitled to bring an action at the customer’s registered office.
2. The legal relationships in connection with this contract shall be governed by German substantive law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

The contract shall remain binding in its remaining parts even if individual provisions are legally invalid. This shall not apply if adherence to the contract would represent an unreasonable hardship for one of the parties.