Foreword to the General Terms and Conditions:

Dear visitor to our homepage, dear customer,

On this page you will find our \"small print\". The "small print" is there to regulate everything that is not in a contract or order. It also contains a provision that we explain in more detail here:

For example, a contract (order) is only concluded with a written order confirmation from HIMEL Maschinen GmbH & Co. This clause is necessary because the orders must be checked by us in the factory for technical and commercial correctness. After all, we only want to supply our customers with machines that work. We must be able to make changes. If an order is correct or has been changed by us, an order confirmation will always be sent to you, which you should also sign and return.

However, we assume that you accept our order confirmation even if you do not return it.

Martin Hirlinger

But now to the \"small print\" ...

Terms and conditions of business and delivery

HIMEL Maschinen GmbH & Co. limited partnership

Terms and conditions of business and delivery of Himel GmbH & Co KG

§ 1 Scope of application

The following General Terms and Conditions apply exclusively - even if no reference is made to them in individual cases - to all our offers, deliveries and services and in particular also to future transactions. Deviating agreements require our confirmation in text form to be effective. Deviating terms and conditions of the customer shall not apply even if we do not expressly object to them in individual cases.

§ 2 Offers and conclusion of contract

(1) Our offers and cost estimates are always non-binding and subject to change. Our order confirmation in text form is decisive for the conclusion of the contract. Deviating dimensions, weights, illustrations and drawings or other information are only binding for the execution if these are expressly confirmed in text form. The technical data of our own products and those in our commercial programme are subject to change.

(2) Our order confirmation is solely authoritative for the scope of the order. Subsequent additions, amendments or other ancillary agreements require our confirmation in text form to be effective.

§ 3 Prices

(1) The agreed prices are net prices in euros excluding packaging, freight and insurance. Value added tax at the respective statutory rate shall be added to the prices.

(2) For the calculation of the net prices, the quantities, quantities and weights determined by us shall be decisive if the recipient does not object immediately.

(3) If order-related costs change significantly after conclusion of the contract, the contracting parties are obliged to agree on an adjustment of the prices. A change is deemed to be significant if the fees change by more than 20% in each case. If an agreement fails, we shall be entitled to withdraw from the contract within two weeks of the failure of the negotiations.

§ 4 Terms of payment

(1) We are entitled to demand advance payment after conclusion of the contract.

(2) The invoice amount shall be due for payment strictly net upon delivery. The granting of rebates and discounts requires a separate agreement, for which text form is sufficient. Payments are to be made free to our paying agent. Payments to one of our business accounts are equivalent to cash payments as soon as we can dispose of the credit balance. Bills of exchange or cheques shall only be accepted on account of payment and to the exclusion of any liability for timely or proper presentation and protesting. All expenses and other costs incurred shall be borne by the customer. Bills of exchange and cheques shall only be deemed payment after they have been honoured.

(3) If the customer is in default of payment, we shall be entitled to charge interest on arrears at a rate of 9 percentage points above the base interest rate without separate proof.
At the same time, we shall be entitled to demand a lump sum of € 40 in the event of late payment.

(4) In the case of payment by instalments, the entire remaining amount shall become due immediately if the customer falls into arrears.

(5) Offsetting is only permitted with undisputed or legally established claims.
A right of retention on the part of the customer is excluded unless it is based on the same claim.
contractual relationship.

(6) We shall also be entitled to demand instalment payments for services rendered.

§ 5 Delivery

(1) We deliver from our factory or distribution centre, unless expressly agreed otherwise.

(2) Specified delivery dates are only non-binding guidelines unless they are expressly designated as binding.

(3) The delivery period shall commence with the dispatch of the order confirmation, but not before the documents, authorisations and approvals to be procured by the customer have been provided and an agreed down payment has been received.

(4) The delivery deadline shall be deemed to have been met if the order item has been dispatched or the Purchaser has been notified of readiness for dispatch by the time the deadline expires.

(5) Unforeseen events that are beyond our control (e.g. operational disruptions, strike, lockout at our premises, at one of our suppliers or at a transport company) shall extend the delivery period appropriately. The same applies to subsequent changes to the order.

(6) We reserve the right to correct and timely self-delivery. Furthermore, we are entitled to change or deviate from the agreed subject matter of the order if this change or deviation is reasonable for the customer, taking into account our interests (e.g. technical changes).

(7) In the event of a delay in delivery, the customer may, after setting us a reasonable deadline for performance, withdraw from the contract with regard to the part not yet fulfilled. The customer may only withdraw from the entire contract if he has no interest in the partial performance.

(8) If the delivery is delayed at the request of the Customer or if the Customer is in default of acceptance, the Customer shall be charged the costs incurred for storage from the calendar month following the notification of the provision of the ordered items. However, we shall be entitled to dispose of the ordered goods elsewhere after the expiry of a reasonable period of time and to supply the customer again with a reasonably extended delivery period.

§ 6 Transfer of risk

(1) The risk shall pass to the customer when the ordered items leave our factory or warehouse, regardless of whether they are transported by our own or third-party means of transport. If we deliver software, the risk shall pass upon acceptance.

(2) If the delivery is delayed due to a circumstance for which the customer is responsible, the risk shall pass to the customer upon notification of the provision of the ordered items. This shall also apply if partial deliveries are made or if we have assumed other services, e.g. shipping costs, transport or installation.

(3) A delivery shall not be insured against breakage and transport damage, fire, theft or similar without a special request from the customer. If the customer requests insurance, this shall be taken out at the customer's expense.

§ 7 Retention of title

(1) We reserve title to all order items until full payment of all current and future claims arising from the business relationship with the customer. This shall apply regardless of the legal basis and the time of origin of the claims, in particular also for claims arising from bills of exchange, cheques, instructions or the balance to be settled by the customer from an existing current account relationship.

(2) The Customer may neither pledge nor assign by way of security an ordered item subject to retention of title. In the event of seizure, confiscation or other dispositions by third parties, he must inform us immediately. He may only resell order items subject to retention of title in the ordinary course of business, provided that the claim from the resale is transferred to us. In the event of resale, the customer hereby assigns to us his claims from the resale of order items including the corresponding claims from bills of exchange or cheques with all ancillary rights. In the event that an order item is sold together with other goods not belonging to us at a total price, the assignment shall only be made in the amount that we have charged the customer for the co-sold order item including VAT. A special declaration of assignment for the individual case of sale is not required.

(3) The Customer shall collect the claims from the resale on a fiduciary basis as long as we agree to this. At our request, he shall inform his customers of the assignment, notifying us at the same time.

(4) If an ordered item is processed, combined or mixed with other items not belonging to us, the Customer hereby assigns to us a co-ownership share in the new item in the amount of the sales price including VAT charged to the Customer. The customer shall store the new item for us free of charge.

(5) If the value of the securities provided to us exceeds our claims by more than 20% in total, we shall be obliged to release securities of our choice at the request of the customer.

(6) In the event of a breach of duty by the customer, in particular in the event of default in payment, we shall be entitled to take back the object of the order after cancellation of the contract and the customer shall be obliged to surrender it. In this case, the customer shall reimburse the costs of taking back the goods. For the use of delivered and reclaimed items, we shall be entitled to compensation for use and for any reduction in value that has occurred in an amount corresponding to the standard market rental price for the period of use. However, the customer shall be entitled to prove that we have not incurred any loss or that our loss is significantly lower than the lump sum.

§ 8 Right of lien

To secure our claims, we are entitled to a contractual lien on the object of the order that has come into our possession. 
The contractual right of lien can also be asserted for claims arising from previously executed orders or other services, insofar as these are related to the subject matter of the order. We shall only be entitled to a contractual lien for further claims arising from the business relationship if these claims are undisputed or a legally binding title exists and the object of the order belongs to the customer.

§ 9 Material defect / guarantee 
(1) In the case of delivery of new items, the period for claims for defects is one year and begins with the delivery or acceptance of the ordered items. Claims for defects are excluded for used items. 
The shortening of the limitation period (sentence 1) or the exclusion of claims for defects (sentence 2) shall not apply to damages due to injury to life, body or health or such damages caused by us or our vicarious agents through gross negligence or intent.

(2) Obvious defects in the item itself or in the assembly instructions, if available, incorrect deliveries and deviations in quantity must be reported in text form immediately after the defect is discovered, but no later than 14 days after receipt of the ordered items.

(3) If the delivered item is defective, we shall, at our discretion, remedy defects in the ordered item or replace the ordered item. Replaced parts shall become our property. We shall not bear the additional costs of remedying defects or delivering replacements that have arisen due to the fact that the customer has moved the ordered item to a location other than the original place of delivery after delivery, unless the relocation corresponds to the intended use.

(4) If we have refused to rectify the defect and supply a replacement due to disproportionate costs, or if the rectification or replacement delivery - which may have to be repeated at least twice - finally fails or is unreasonable for the customer, the customer may, at his discretion, demand a reduction in the remuneration or withdraw from the contract if the defect is significant. The customer's further claims shall be governed by § 10 (Liability).

(5) If a notice of defects proves to be unfounded, the customer shall bear the costs incurred by our claim in accordance with the rates generally charged by us at that time.

(6) Guarantees regarding the quality and/or durability of the subject matter of the order shall only be effective if we issue a guarantee declaration in text form.

(7) Recourse claims of the customer on the basis of § 478 BGB (recourse of the entrepreneur) shall only exist insofar as the customer has not made any agreement with his customer that goes beyond the statutory claims for defects.

§ 10 Liability

(1) Liability for personal injury shall be governed by the statutory provisions.

(2) Other claims for damages or claims for reimbursement of futile expenses of the customer, which are based on a breach of our contractual or statutory obligations, are excluded. In particular, we shall not be liable for damage caused to the object of the order itself. Furthermore, we shall not be liable for loss of profit, loss of savings or other financial losses.

(3) The aforementioned exclusion of liability shall not apply if the damage was caused by us or our vicarious agents wilfully or through gross negligence, or if we have assumed a guarantee or a procurement risk. If we breach material contractual obligations, we shall also be liable for slight negligence, unless the damage is not typical of the contract and was not foreseeable.

(4) If we have only negligently caused damage for which liability is not excluded under this paragraph, liability shall be limited to € 2,500,000 per claim. 
and € 5,000,000 per calendar year in total, the liability for financial losses is limited to € 50,000 per claim and € 100,000 per calendar year in total. This limitation of liability does not apply to personal injury (clause 1).

(5) The right of the customer to withdraw from the contract is not limited by the above provisions. The same applies to liability under the Product Liability Act.

§ 11 Invalidity of individual provisions

The invalidity of individual provisions of these terms and conditions shall not affect the validity of the remaining provisions.

§ 12 Choice of law, place of fulfilment and place of jurisdiction

(1) German law shall apply to all legal relationships with us. German law shall also govern the application of these General Terms and Conditions.
The application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG - "Vienna Sales Convention") is excluded.

(2) In business transactions with merchants, entrepreneurs, legal entities under public law or special funds under public law, 72393 Burladingen-Melchingen shall be the place of fulfilment and jurisdiction for both parties. This shall apply to all present and future claims arising from the business relationship, in particular also to actions in proceedings relating to bills of exchange and documents. We are also entitled, at our discretion, to sue at the customer's headquarters.

Status: 01/05/2017