General Terms and Conditions

General terms and conditions for deliveries, installation, repairs and payment as set out by the company HKI Heiko Kruse Industrieelektronik GmbH, An See 1a, 24794 Bünsdorf, Germany
The following conditions are applicable to the contractual relationship in so far as other arrangements have not been agreed in writing. Contradictory conditions specified by the purchaser (ordering party) shall not be applicable unless the supplier (Fa. Heiko Kruse Elektrotechnik & Anlagensteuerungen) expressly agrees with these in writing. The following conditions shall be applicable even in cases where the supplier makes a delivery to a purchaser despite being implicitly aware that the purchaser’s conditions contradict or deviate from these.

APPLICABILITY OF THE VDMA CONDITIONS
The general terms and conditions recommended by the German Engineering Federation (VDMA) and outlined below are universally applicable. Specifically, these include:

    1. The General Terms and Conditions for the Delivery of Machines in Germany (VDMA Delivery Conditions, revised 03, 2002 ) covering the delivery of machines, machine components, accessories or other items
    2. The General Terms and Conditions for Carrying out Installation Work in Germany (VDMA Installation Conditions, revised 03, 2002) covering installation work
    3. The General Terms and Conditions for Carrying out Repairs on Machines and Systems in Germany (VDMA Repair Conditions, revised 03, 2002) covering repair work on machines and systems.
    4. If the contract relationship encompasses deliveries as well as installation work, the VDMA Delivery Conditions (Section 1) cover the deliveries, while the VDMA Installation Conditions (Section2) cover the installation work (in so far as other arrangements have not been agreed). We would be happy to supply you with a copy of the VDMA conditions free of charge.

ADDITIONAL CONTRACT CONDITIONS FOR ALL SERVICES
Further to the relevant VDMA conditions, the following, additional contract conditions shall apply to all contract relationships, regardless of the services (as outlined in I.) rendered and in cases where any doubt exists:

    • 1. Foreign business, applicable law, contract language
      1. Our general terms and conditions, including the outlined VDMA conditions, also apply to foreign business.
      2. German law is exclusively applicable to all present and future contract relationships, with the exception of the UN Convention on Contracts for the International Sale of Goods (CISG). The contract language is German.
    • 2. Additional limits of liability
      1. Compensation for damage caused by culpable delay can only be demanded by us if the purchaser has set an extension period of at least six working days after the initial delay and the delay continues after this period.
      2. Notwithstanding any other limits of liability, our liability (regardless of the legal grounds, including liability for defects) is limited to foreseeable damage, except in cases of wilful intent or where liability exists under the product liability act.
    • 3. Deterioration in the purchaser’s financial situation
      1. Should we become aware of circumstances that are likely to seriously endanger or lead to a significant deterioration of the purchaser’s liquidity, and this is likely to affect the purchaser’s ability to fulfil their contractual obligations, we reserve the right to refuse a service until the purchaser provides the return service or ensures its security.
      2. If the purchaser fails to provide the return service or ensure its security within the appropriate period set by us, we reserve the right to withdraw from the contract or cancel it. This shall apply irrespective of whether we have fully or partially rendered the service in question.
    • 4. Deficiency log
      1. Should we expressly request it, a deficiency log must be created on receipt of our services. This is to include all deficiencies identified by the purchaser as such. The deficiency log is to be signed by representatives from both parties to the contract.
    • 5. Our technicians have no power of representation
      1. Our technicians are not authorised to make legally binding statements. Our customer services department has exclusive responsibility for contractual issues.
    • 6. No liability for defective additions
      1. Should damage be caused due to defective additions made by the purchaser, or should an entire subsection become defective for this reason, the purchaser shall not apportion any liability whatsoever to the supplier.

ADDITIONAL CONTRACT CONDITIONS FOR THE DELIVERY OF MACHINES AND OTHER ITEMS
Further to the VDMA Delivery Conditions (I.1) and the additional contract conditions for all services (II.), the following, special contract conditions apply to the delivery of machines, machine components, accessories and other items:

    • 1. Purchaser’s responsibility to provide documentation
      1. The purchaser has sole responsibility for providing plans, documents, drawings, templates and similar in so far as these are to be supplied by the purchaser. The purchaser shall undertake to ensure that the provision of any such documentation does not constitute a breach of any third party copyrights.
      2. The supplier is not obliged to check whether by rendering a service based on documents submitted by the purchaser, a breach of third party copyrights is likely.
      3. Should the supplier be held liable, however, the purchaser must ensure that the supplier is freed of any liability for damages.
    • 2. Additional charges for remedial work abroad
        1. Should remedial work be required on delivered items that the purchaser has already dispatched to a foreign customer, the purchaser must pay the additional charges associated with this, in particular, the provision of technicians and support staff by the supplier.
    • 3. Limitation of warranty for products manufactured on the basis of drawings
        1. In cases where the purchaser requires the supplier to manufacture a product on the basis of the purchaser’s own drawings, the supplier is responsible only for manufacturing the product to the specifications outlined in the supplier’s drawing.
    • 4. Withdrawal and reduction of the delivery price
        1. Should the supplier encounter a delay in delivering remedial action or spare parts, the purchaser reserves the right to withdraw from the contract or request that the delivery price is reduced.
    • 5. Reservation of proprietary rights
        1. We supply our goods and services exclusively on the basis that we reserve comprehensive and extensive proprietary rights. The “Special Contract Conditions Relating to the Reservation of Proprietary Rights by Heiko Kruse Elektrotechnik & Anlagensteuerungen, revised December 2007” are applicable here and we would be happy to supply you a with a copy free of charge.
    • 6. Used Machine Parts
          1. No warranty or defects liability or accountability is granted for used machine parts and/or resulting secondary damages.

</ol

ADDITIONAL CONTRACT CONDITIONS FOR INSTALLATION WORK
Further to the VDMA Installation Work Conditions (I.2) and the additional contract conditions for all services (II.), the following special contract conditions are applicable to installation work (including installation services rendered within the context of deliveries – see 1.4) and in cases where any doubt exists:

        • 1. Installation price
          1. All installation work is billed on the basis of time and effort as set out in our charge rates for installation services valid at the time an order is placed. On written request, we can supply you with a copy of these charge rates free of charge if you have not already received a copy.
          2. The materials required for installation are charged in accordance with our prices that are valid at the time the installation work is carried out.
        • 2. Billing and payment
          1. Installation work is only billed once it has been approved. However, we reserve the right to request appropriate weekly or monthly down payments depending on the progress of the installation work. If the purchaser decides to halt installation work for a significant period of time, we reserve the right to bill the purchaser for all installation services rendered up to that point.
          2. Invoices are payable without deduction on receipt.
          3. It is not permissible to withhold any payments or compensation due to any purchaser counterclaims we are disputing.
        • 3. Evidence of services rendered
          1. At the request of our technicians, the purchaser must acknowledge on the progress report the fact that services have been rendered. This shall be undertaken at least once per week, or, at the latest, once the installation work has been completed.
          2. Evidence of services rendered that has been signed by the purchaser constitutes an incontestable basis for billing.

Revised March 2008