Sales and delivery conditions
of HARTING Systems GmbH («Terms of Delivery»)
1. Scope of application
(1) These terms and conditions of delivery shall exclusively apply to
companies in accordance with § 14 BGB (German Civil Code), legal
entities under public law or special funds under public law («Customers»).
(2) These terms and conditions of delivery apply exclusively to the supplies
and/ or services (“services”) from HARTING Systems GmbH
(«HARTING») to the customer are exclusively subject to these terms
of delivery. General terms and conditions of the customer shall only
apply insofar as HARTING has expressly agreed to them in writing.
2. Performance obligation of HARTING
(1) A binding obligation to perform arises for HARTING only after express
confirmation by HARTING in written form and only under the
conditions stated therein.
(2) In the event that the offer to conclude a contract originates from
HARTING, HARTING shall be bound to the conditions stated therein
for a period of two weeks.
(3) HARTING reserves the unrestricted right of use and exploitation of
the contents of offers, proposed solutions, drawings and other documents
(«Documents») without restriction. The Documents may only
be made available to third parties with the prior consent of HARTING
and must be returned immediately on request if the order is not
placed with HARTING, unless the Documents must be kept in accordance
with mandatory law. Sentences 1 and 2 shall apply accordingly
to the customer’s documents; however, these may be made accessible
to third parties to whom HARTING has or will transfer services
and who have been obligated to maintain secrecy.
3. Terms of delivery
(1) Unless otherwise agreed, all prices are ex works (Incoterms 2020)
plus the applicable statutory value added tax, excluding packaging,
including loading at the HARTING works. Transport, unloading and
bringing the plant/plant parts to the place of use, dismantling and assembly
are charged according to cost.
(2) Unless otherwise agreed, the transfer of risk shall take place when
the services for dispatch are made available and notification of readiness
for dispatch is given.
4. Dates, delay and force majeure
(1) A fixed date purchase is only deemed to exist if the customer refers
in its order to the necessity of such a fixed delivery date and HARTING
expressly confirms this.
(2) The observance of deadlines for services presupposes the observance
of the agreed terms of payment and other obligations by
the customer. If these prerequisites are not fulfilled in time, the deadlines
shall be extended accordingly.
(3) The customer may only withdraw from the contract within the framework
of the statutory provisions if HARTING is responsible for the
delay in delivery. A change in the burden of proof to the disadvantage
of the customer is not associated with the above provisions.
(4) If dispatch or delivery is delayed at the Customer’s request by more
than three months after notification of readiness for dispatch, the
Customer may be charged storage fees of 0.5% of the price of the
items of the deliveries for each week or part thereof, but in no case
more than a total of 5%. The contracting parties are at liberty to prove
higher or lower storage costs.
(5) The customer will be invoiced for all expenses which arise as a result
of postponements of payment for which HARTING is not responsible.
This applies on the one hand to lost expenses for capacities already
planned and on the other hand to a postponement of the dates for a
possible preliminary or acceptance. However, in the case of lost expenses
for already planned capacities, HARTING must allow for the
crediting of what HARTING acquires or maliciously omits to acquire
on the basis of the released capacities.
(6) If there is a delay in performance due to force majeure and an adjustment
of the contract is not possible or unreasonable for one party,
the disadvantaged party may withdraw from the contract. Cases of
force majeure include, in particular, mobilisation, war, acts of terrorism,
riots or similar events, e.g. strikes, lockouts or pandemics, virus
attacks and other attacks by third parties on HARTING’s IT system,
insofar as these attacks occurred despite compliance with the usual
diligence in the implementation of protective measures.
5. Obligation to cooperate
(1) The customer is obliged to make all documents, samples, plans and
approvals necessary for the fulfilment of the respective order available
to HARTING immediately, free of charge and free of charge on
request. In cases of doubt, information requested by HARTING is
deemed to be necessary. If these obligations are not fulfilled in good
time, HARTING will be released from any schedules and deadlines
and the delivery time will be extended accordingly.
(2) The aforementioned extension of the deadline in accordance with
No. 5 (1) shall include not only the duration of the delay caused by
the failure to submit documents, samples, permits and plans or to
submit them on time, but also any postponement of operational resources.
6. Change request
(1) If HARTING recognises that changes or additions to the contract are
necessary, without which the purpose of the contract cannot be
achieved or cannot be achieved optimally, or that circumstances exist
which make it difficult or impossible for HARTING to fulfil its contractual
obligations, HARTING will inform the customer of this without
delay and inform the customer of the extent to which an amendment
procedure is reasonable and technically viable.
(2) If the customer requests that the services required under this contract
be adapted to changed requirements and circumstances, in particular
if the services are changed or extended, HARTING will examine
this request for modification and inform the customer to what extent
a modification procedure is technically feasible and reasonable for
HARTING. If this is reasonable and technically feasible, HARTING
will submit a realisation offer describing the requirement and the extent
of the adjustments. If HARTING realises during the examination
that the outstanding adaptations cannot be carried out without infringing
the information on time, costs or technical specifications, then an
amendment to the specification must be conducted. In this case, the
realisation offer will contain details of the amended technical specifications,
the realisation period and the effects on the remuneration.
(3) The customer must accept or reject a realisation offer from HARTING
within five working days. Failure to do so is to be regarded as a rejection.
If the customer rejects this realisation offer, the originally
agreed performance obligations remain in force.
7. Execution of the services
(1) The performance of services complies with the VDE/machinery directive
2006/42/EC and the CE directive applicable at the time of delivery.
In all other respects, the execution is based on the technical
information (e.g. component lists) provided by HARTING and the
plant, system or facility description in the quotation.
(2) The production, conversion and assembly of the plant, systems or
facilities is carried out on the basis of the HARTING layouts, terms of
installation, functional descriptions, software settings and other performance
and functional features provided or approved by the customer
which are a prerequisite for the fulfilment of the order. Any
changes to the services to be provided by HARTING agreed between
the parties after the order has been placed will be invoiced to the
customer on a time and material basis. The customer must inform
HARTING immediately of any changes in the initial/basic data and
documents. HARTING is free to offer, have confirmed and invoice
additional services as an addendum.
(3) Not included in the scope of services owed by HARTING:
– The connection to third-party systems / components provided by the
– The supply of the required power supplies directly to the HARTING
– The execution of tradesmen’s work in the client’s building, which is
necessary on the basis of the HARTING planning drawing.
– The consideration of a fire protection concept. All necessary fire
protection measures in the area of the HARTING scope of supply, or
an emergency power supply must be coordinated and agreed with
HARTING. Agreements in this respect are only binding for HARTING
if they are documented in writing and signed by HARTING.
8. Assembly and assembly conditions
(1) Installation and commissioning must be carried out by qualified
HARTING personnel or by service partners authorised by HARTING.
Installation is conducted in accordance with the installation conditions
which will be sent by HARTING on request. Billing is based on
time and effort on the basis of the HARTING cost rates valid at the
time of installation.
(2) Not included in an assembly calculation:
– The provision of the aids required for unloading, bringing in and
assembly (e.g. pallet trucks, ladders, scaffolding, etc.);
– Surcharge rates for work on Sundays and public holidays;
– Operator training in late or night shifts;
– Further user training
– Any island surcharges that may be applicable;
– Costs arising from interruptions in the installation process, insofar
as HARTING is not responsible for these, e.g. lack of operational
readiness of upstream or downstream equipment or lack of sales material
in sufficient quantity or quality. In these cases, HARTING will
charge for any waiting time or travel costs, including travel time and
flight or travel costs, if it is not economically justifiable for HARTING
employees to remain on the site.
(1) The acceptance of the performance is documented by a protocol
with possible defects and signed by both parties. Acceptance and
the payments tied to it can only be refused in case of substantial
(2) Acceptance of the performance shall take place at the contractually
agreed place of installation at the customer’s premises. If it is not
possible to carry out the acceptance within the framework of an appointment
and if HARTING is not responsible for this, the costs incurred
as a result, in particular for multiple journeys and idle times,
will be charged to the customer.
(3) If commissioning of a plant, system, facility by the customer’s own
personnel has been agreed, the former shall be deemed to have
been accepted by HARTING after assembly has been completed
and notification of readiness for commissioning has been given by
(4) Acceptance shall be deemed to have been completed and the installation
accepted in full at the latest 6 weeks after delivery to the
customer. Acceptance is also deemed to have been carried out if
HARTING is not given the opportunity by the customer to carry out
the relevant work within a planned rectification period according to
the acceptance protocol and list of defects.
(5) Acceptance shall in any case be deemed to have taken place upon
commissioning of the plant, system, facility by the customer or the
customer’s authorised representatives.
(6) Acceptance is performed in accordance with DIN 8741, 8782, 8783,
8784. Times such as set-up times, maintenance and care times are
evaluated as non-productive times. Acceptance begins with a flying
start, i.e. the plant, system, facility is run at the agreed output before
acceptance begins and time measurement begins. In the event of
unforeseeable disturbances, such as power failure, component failure
or failure of equipment, even outside the scope of delivery of
HARTING, the acceptance test will be interrupted for the times necessary
to rectify the situation. The costs arising from an interruption
will be charged to the customer, insofar as HARTING is not responsible
for this. The interruptions will be evaluated as non-productive
times in the sense of DIN 8741, 8782, 8783, 8784 and then, if necessary,
will be made up at a later date. The acceptance run is limited
to the efficiency of the plant, system, facility promised in the contract
with a total test run time of max. 3 hours for all agreed products/formats.
Formats that are subsequently commissioned will be invoiced
according to time and effort, irrespective of the contractually agreed
performance, and represent a new order.
(7) Line efficiencies are presented in a separate agreement.
10. Reservation of title
(1) Until payment in full has been made, the goods and services (“reserved
goods”) for which the claim for payment of the purchase price
is due immediately, or for which a payment period of up to and including
30 days following delivery; following delivery with installation/
assembly; or following receipt of invoice has been agreed, shall
remain the property of HARTING.
(2) In all other cases, the reserved goods remain the property of HARTING
until the fulfilment of all claims to which it is entitled vis-a-vis the
customer under the business relationship. Insofar as the value of all
security rights to which HARTING is entitled exceeds the amount of
all secured claims by more than 10 %, HARTING shall, at the Customer’s
request, release a corresponding portion of the security
rights; HARTING is entitled to choose between different security
rights for release.
(3) The goods and services shall remain the property of HARTING until
all claims to which HARTING is entitled against the Customer under
the business relationship have been satisfied. If the value of all claims to which HARTING is entitled against the Customer under
the business relationship have been satisfied. If the value of all
security rights to which HARTING is entitled exceeds the amount of
all secured claims by more than 10%, HARTING shall release a corresponding
part of the security rights at the Customer’s request.
HARTING shall be entitled to choose between different security
rights when releasing the security rights.
(4) During the existence of the reservation of title, the customer is prohibited
from pledging or transferring the property by way of security,
and resale is only allowed 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 title will only pass over to
the customer when it has fulfilled its payment obligations.
(5) If the customer resells the reserved goods, it hereby assigns its future
claims against his customers from the resale as security to HARTING,
with all ancillary rights – including possible balance claims, without
the need for any further special declarations; HARTING hereby
accepts this assignment. The claim to release described in the preceding
paragraph 10 (2) applies accordingly in the case of excess
security of more than 10 %.
(6) If the reserved goods are sold together with other items without an
individual price being agreed for the reserved goods, the customer
shall assign to HARTING the part of the total price claim which corresponds
to the price of the reserved goods billed by HARTING.
HARTING hereby accepts this assignment.
(7) HARTING and the customer hereby agree that, when combined or
mixed with other items not belonging to HARTING, HARTING is in
any case entitled to co-ownership of the new item in proportion to the
share resulting from the ratio of the value of the combined or mixed
reserved goods to the value of the remaining goods at the time of the
combining or mixing. In this respect, the new item shall be regarded
as reserved goods. The regulation regarding the assignment of
claims pursuant to point 5 (4) also applies to the new item. The assignment
shall, however, only be valid up to the amount corresponding
to the value invoiced by HARTING of the processed, combined
or mixed reserved goods. HARTING hereby accepts this assignment.
(8) If the customer combines the reserved goods with real property or
movable property, it shall also, without any further special declaration,
assign to HARTING as security its claim to which it is entitled as
remuneration for said combination, with all subsidiary rights, in the
amount of the ratio of the value of the reserved goods to the remaining
combined goods at the time of the combination. HARTING hereby
accepts the assignment.
(9) Until revocation, the customer is authorised to collect assigned receivables
from resale. If there is a significant reason, in particular in
the case of payment arrears, cessation of payment, opening of insolvency
proceedings, and protest of bills of exchange or justified
grounds to suspect overindebtedness or imminent insolvency on the
part of the customer, HARTING shall be entitled to revoke the customer’s
authorisation to collect receivables. In addition, HARTING
may, upon prior warning and observing an appropriate period of notice,
disclose the assignment for security, realise the assigned
claims, and demand that the customer disclose to its own customers
that the customer has assigned for security.
(10) The customer shall notify HARTING immediately in the event of
pledges, seizures or other orders or interventions by third parties. If
a legitimate interest is substantiated, the customer shall immediately
inform HARTING of the information required to assert its rights
against the customer and hand over the necessary documents.
(11) In the case of breaches of obligation by the customer, in particular in
the event of payment arrears, as well as taking back the goods,
HARTING shall also be entitled to withdraw from the contract after
the unsuccessful expiry of a reasonable deadline set for performance
by the customer; the statutory provisions on the dispensability of setting
a deadline shall remain unaffected. The customer shall be
obliged to surrender the goods. The taking back of the goods or the
assertion of the retention of title or the pledging of reserved goods by
HARTING shall not constitute a withdrawal from the contract, unless
HARTING has expressly declared this.
11. Terms and conditions of payment
(1) Unless otherwise stated in the order confirmation, HARTING’s receivables
are to be paid within 14 days net from the date of invoice
without any deductions.
(2) The customer is only entitled to a right of retention with regard to
receivables from the same contractual relationship which are undisputed
or have been legally established. In the latter case, the customer
may withhold payment of the remuneration in the event of defects in parts of the delivery or service only to the amount corresponding
to the value of the defective delivery or service.
(1) Insofar as software, including its documentation («Software»), is part
of the performance, the Customer shall have the unlimited, non-exclusive
right to use the software in unchanged form within the scope
of the agreed type of use on the devices and equipment for which it
is intended. If they are necessary for the intended use of the software,
including error correction, the following actions (§ 69c nos. 1 and 2
UrhG [German Copyright Act]) do not require the consent of the rights
holder, irrespective of the further definition of the right of use: the
complete or partial, permanent or temporary reproduction, in particular
within the scope of installation, loading, display, running of the
software as well as the translation, processing, arrangement and
other reworking of the software as well as the reproduction of the
(2) Otherwise, the customer acquires the software as a workpiece in the
sense of copyright law under the principle of exhaustion.
(3) If and to the extent that open source software («OSS») is made available
to the customer and the copyright has not been exhausted with
shall apply additionally and with priority over the provisions of this
clause. In this case, HARTING shall provide the customer with the
source code on request, insofar as the OSS conditions of use provide
for the release of the source code. HARTING will refer in the contractual
documents to the existence and the conditions of use of third
party software and OSS and will make the conditions of use available
on request. In the event of a breach of these conditions of use by the
customer, HARTING and its licensor shall be entitled to assert the
resulting claims and rights in their own name.
(4) The Customer shall take suitable measures to protect the software
and, if applicable, the access data for online access from access by
unauthorised third parties. In particular, all copies of the contractual
software as well as the access data must be kept in a protected
(5) If HARTING has reason to assume that the customer is not using the
software in accordance with the contract, the customer will enable a
third party appointed by HARTING, who is professionally or contractually
obliged to maintain confidentiality, to check the lawful use of
the contractual software. To this end, the customer shall provide the
necessary information, allow inspection of relevant documents and
records and enable the third party to examine and verify the hardware
and software environment used. The third party shall ensure that the
Customer’s business operations are disturbed as least as possible
by its activities on site. If the inspection reveals that the number of
licences acquired has been exceeded by more than 5% (five percent)
or that the licence has been used in any other way not in accordance
with the contract, the customer shall bear the costs of the inspection,
otherwise HARTING shall bear the costs.
(6) In the event of defects in the software, the provisions of clauses 14,
15 and 16 shall apply.
(1) The machine documentation is executed according to the respective
valid EU machine directives (1-fold in EU national language).
(2) Spare parts lists for foreign language documentation are always only
executed in German / English.
(3) On delivery, the customer receives the electrotechnical hardware
documentation in 1 copy, optionally in German, English or French, at
the discretion of HARTING.
14. Industrial property rights and copyright, defects of title
(1) All existing industrial property rights to the services remain with
HARTING and are not transferred to the customer. HARTING guarantees
that the services it provides will be provided exclusively in the
country of the place of delivery without infringement of industrial property
rights and copyrights of third parties («property rights»). The warranty
period corresponds to that for material defects in accordance
with point 15 (8).
(2) If a third party asserts justified claims against the customer within the
period specified in section 15 (8) in accordance with section 15 (2)
due to the infringement of property rights by services provided by
HARTING and used in accordance with the contract, HARTING will
provide the customer with supplementary performance as follows:
HARTING will, at its own discretion and at its own expense, either
obtain a right of use for the services in question, modify them so that
they no longer infringe industrial property rights or replace them.
(3) If HARTING does not fulfil its above-mentioned obligations to provide
supplementary performance within a period of two months after the
customer has made a claim, the customer shall be entitled to the
statutory rights of withdrawal, termination and reduction.
(4) The above-mentioned obligations of HARTING only exist insofar as
the customer informs HARTING immediately of claims asserted by
third parties, does not recognise an infringement and all defence
measures and settlement negotiations are reserved for HARTING to
the extent permitted by law.
(5) If the customer ceases to use the deliveries in order to minimise damage
or for other important reasons, the customer shall be obliged to
point out to the third party that the cessation of use does not constitute
an acknowledgement of an infringement of property rights.
(6) Claims by the customer are also excluded if the infringement of property
rights is caused by special instructions from the customer, by a
purpose of use specified by the customer or by the fact that the delivery
is modified by the customer or used together with products not
supplied by HARTING.
(7) As part of his obligation to minimise damage, the customer must inform
HARTING of the damage in good time so that HARTING is in a
position to examine the legal situation and effectively influence the
proceedings. In this respect, HARTING has the right, against payment
of the necessary costs, to specify to the customer the legal actions
to be taken against the party claiming the infringement or, as
far as legally possible, to conduct the proceedings.
(8) Unless otherwise provided for in this clause 14, as well as in the
event of other defects of title which do not constitute infringements of
property rights, the provisions of the following clause 15 shall apply
(9) Further and/or other claims of the customer against HARTING and
its vicarious agents due to a defect other than those regulated in this
section 14 are excluded.
(1) The services owed by HARTING are provided carefully and professionally.
(2) If upon passing the risk the deliveries shall be deemed free of material
defects if they comply with the subjective requirements, the objective
requirements and the installation requirements of § 434 of the
German Civil Code (Bürgerliches Gesetzbuch). In the event that a
quality agreement has been concluded between the parties, the
question of whether the deliveries meet the objective requirements
shall be terminated exclusively by such agreement. Sentence 2 shall
not apply if the last contract in the supply chain is a sale of consumer
(3) Notifications of defects in accordance with § 377 HGB must be made
immediately in written form. In the case of justified notices of defects,
HARTING will, at its own discretion and free of charge, repair, redeliver
or re-perform all those parts or services which show a material
defect for which it is responsible. HARTING must be given the opportunity
to provide supplementary performance twice within a reasonable
period. If the supplementary performance fails, the customer can
withdraw from the contract or reduce the remuneration, without prejudice
to any claims for damages in accordance with point 16 (2).
(4) The place of performance for any claims for subsequent performance
shall be the originally agreed place of destination according to the
(5) HARTING shall bear the necessary and reasonable costs incurred
by the customer for subsequent performance at the original place of
delivery in accordance with the order confirmation.
(6) Claims for reduction within the scope of the warranty do not exist in
the case of only insignificant deviation from the agreed quality or usability.
HARTING is only liable for defects which occur under the contractually
agreed operating conditions. HARTING is not liable for defects
which are based on materials provided by the customer or on a
design which is prescribed or specified in more detail by the customer.
(7) The assumption of warranty for services presupposes, in the case of
delivery/conversion of systems or parts thereof, assembly and commissioning
by HARTING specialist personnel or specialist personnel
commissioned by HARTING. HARTING accepts no guarantee in the
event of unsuitable or improper use, incorrect assembly or commissioning
by the customer or third parties, natural wear and tear, defective
construction work, incorrect or negligent handling, improper
maintenance, in particular not for defects resulting from maintenance
work carried out during the guarantee period by the customer or third
parties and/or if no original HARTING spare parts are used. Warranty
is excluded in the event of improper handling and/or storage of parts.
(8) Insofar as HARTING provides CAD data, DWG data, production
plans and/or drawings (hereinafter referred to as «data») for use (irrespective
of the transmission path and file format) within the framework
of the provision of services, the following warranty regulations
a. The data made available is exclusively for information about materials
and dimensions to be used.
b. The provision of the data and these regulations on the use of the
data do not constitute any guarantees or assurances, particularly
with regard to possible production processes. Likewise no warranty
claims arise from this.
Insofar as HARTING provides data for use free of charge, claims for
damages and reimbursement of expenses by the customer, irrespective
of the legal grounds, in particular for breach of duties arising from
the contractual obligation and from unauthorised action, are excluded.
This applies in particular to the accuracy, completeness,
quality and reliability of the data, the information contained therein
and to results which can be achieved through the use of the data and
information. The user should only make decisions on the use of the
data provided by HARTING in consultation with HARTING.
(9) Claims for subsequent performance, arising from warranty, shall become
time-barred as follows:
– For services that do not involve conversions of existing machines/
equipment and/or spare parts, after 12 months, starting from
the date of commissioning or delivery, if commissioning has not been
agreed, but no longer than 15 months after notification of readiness
– For conversions of existing machines/plants after 12 months, beginning
with the date of commissioning, but not later than 14 months
after notification of readiness for dispatch, notification of completion
or completed conversion. In this respect, all parts that have not been
changed in any way by the conversion are excluded from the warranty.
This also applies to parts that have been removed and reinstalled
as a result of the conversion. The system for which this conversion
is offered is already considered to have been placed on the
market in accordance with the Machinery Directive 98/37/EC. The
customer is therefore responsible as the operator for compliance with
the relevant safety guidelines in accordance with the Work Equipment
Use Directive (89/655/EEC).
– For spare parts after 12 months, starting from the date of delivery.
This periods shall not apply in the event of intent, fraudulent concealment
of the defect or non-compliance with a quality guarantee.
(10) The legal regulations, in particular regarding suspension of expiry,
suspension and recommencement of the deadlines shall remain unaffected.
The suspension of expiry in accord-ance with § 445b, Paragraph
2 of the German Civil Code shall, in any case, end no later
than five years after the supplier has delivered the item to the seller.
This shall not apply if the last contract in the supply chain constitutes
a purchase of con-sumer goods or in the cases listed under Paragraph
(6) Sentence 2.
(11) The Customer’s claims for damages due to a material defect shall
otherwise be governed by the following Section 16. In the case of
defects of title, the above provisions shall apply accordingly, subject
to the provisions of Section 14.
16. Claims for damages
(1) Unless otherwise provided for in these terms and conditions of delivery,
claims for damages and reimbursement of expenses by the customer,
regardless of the legal basis, in particular due to breach of
duties arising from the contractual obligation and from tort, are excluded.
(2) The provision of the above clause 16 (1) shall not apply to the extent
that liability exists as follows:
a. according to the product liability law
b. in case of intent (malice)
c. gross negligence on the part of legal representatives or vicarious
d. in the event of non-compliance with a guarantee that has been
e. due to culpable injury to life, body or health
f. for claims of the customer according to § 445 a BGB
g. due to the culpable breach of essential contractual obligations.
Essential contractual obligations are those whose fulfilment
makes the proper execution of the contract possible in the first
place and on whose compliance the customer regularly relies
and may rely. This expressly includes the performance obligations.
(3) Claims for damages for the slightly negligent violation of essential
contractual obligations are limited to the foreseeable damage typical
for the contract.
(4) The limitation according to section 16 (1) shall also apply if the customer
demands compensation for futile expenditure instead of a
claim for compensation for the damage instead of performance.
(5) Insofar as HARTING CAD provides data, production plans and/or
drawings (hereinafter referred to as «data») for use (irrespective of
the transmission path and file format), the following liability provisions
of point 17 shall apply accordingly.
17. Code of Conduct
HARTING has committed to complying with a Code of Con-duct based
on the conduct and ethics guidelines of ZVEI e.V. (electrical and digital
industry). Through our website, we offer employees, business partners
and third parties access to a protected mechanism for confidentially reporting
potential vi-olations of the law and the principles of the Code of
Conduct and our whistleblower guidelines.
18. Reservation of performance
(1) The customer will strictly observe all nationally or internationally applicable,
relevant export regulations, obtain any necessary permits
and provide in good time all information and documents required for
export, transfer or import in the respective country of delivery. Delays
due to export inspections or licensing procedures shall invalidate
agreed deadlines and delivery times. In this case, HARTING and the
customer must mutually agree on appropriate new deadlines. If the
necessary approvals are not granted within the 6 calendar weeks following
the delays, the contract shall be deemed not to have been
concluded with regard to the parts affected. Claims for damages by
the customer are excluded to this extent and due to the aforementioned
failure to meet the deadline. On request, HARTING will inform
the customer of the relevant contact points for further information.
(2) In the event of culpable infringement of point 18 (1) by the customer,
the customer will indemnify HARTING on first request from claims
and compensate for damages which the pre-supplier or licensor of
HARTING, third parties or state and/or international authorities or organisations
assert against HARTING. The same applies to damages
and expenses incurred by HARTING.
(3) Fulfilment of the contract by HARTING is subject to the proviso that
there are no obstacles due to German, US American or other applicable
national, EU or international laws.
or international regulations of the foreign trade law as well as no embargoes
or other sanctions.
(4) All deliveries by HARTING are subject to the proviso that the customer
must comply with all foreign trade legislation of the European
Union, Germany and the United Kingdom and other applicable national
legislation when reusing or reselling the services. This applies
in particular to deliveries to Russia or Belarus and to sanctioned persons
and companies. In cases of doubt, HARTING is entitled to request
a corresponding end-use declaration from the customer. Until
such a declaration is received, HARTING shall be released from its
If there is a breach of these duties, the customer shall indemnify
HARTING against any claims asserted by third parties immediately
when requested to do so. In such instances, HARTING shall additionally
be entitled to terminate all existing contracts with immediate
effect and to assert its statutory claims for damages.
(5) All obligations on the part of HARTING are subject to the proviso that
the company itself is properly supplied. A corresponding declaration
by the pre-supplier is considered sufficient proof that HARTING is
prevented from delivering through no fault of its own. In addition,
HARTING reserves the right to make allocations at its own discretion
in the event of delivery difficulties with sub-suppliers.
(6) HARTING will inform the customer immediately of the non-availability
and will reimburse any consideration paid without delay. The same
applies if necessary export licences are not granted or cannot be
(1) The customer undertakes to use the products delivered to him under
the HARTING brand directly in his company or to process them
further or to deliver them to further processing companies so that
the packaging of the respective products does not accumulate as
waste at an end user or at comparable points of accumulation in
accordance with Section 3 (11) of the Packaging Act.
(2) Insofar as the customer does not (or no longer) fulfil the aforementioned
obligation for a product delivered to him under the HARTING brand, he undertakes to inform HARTING in text form without delay
so that HARTING is enabled to check the effects on the registration
and system participation obligations in accordance with the Packaging
Act for the respective type and quantity of packaging and –
insofar as the check shows that the packaging in question (now)
typically arises as waste at the private end consumer – to carry out
registration and system participation. Packaging shall subsequently
be taken back within the framework of the legal obligations. To do
this, the customer must request a return number (RNN) from Abfallwirtschaft@
HARTING.com, stating the type of material and the
quantities. When sending the RNN, HARTING will specify the return
address to which the customer can return the cleaned HARTING
packaging as well as any equivalent packaging at their own expense.
20. Choice of law, place of jurisdiction
(1) The sole place of jurisdiction for all disputes arising directly or indirectly
from the contractual relationship is the registered office of
HARTING. However, HARTING is also entitled to bring an action at
the registered office of the customer.
(2) The contracts that have been or will be concluded under these terms
and conditions of delivery and their interpretation are subject to nonuniform
German law to the exclusion of the United Nations Convention
on the International Sale of Goods (CISG).
21. Binding nature of these terms of delivery
A contract concluded with the inclusion of these terms of delivery shall
remain binding in its remaining parts even if individual provisions of the
contract or these terms of delivery are legally ineffective. This shall not
apply if adherence to the contract would represent unreasonable hardship
for one of the parties.
22. Severability clause
Should individual parts of this contract be or become legally ineffective,
the effectiveness of the remaining provisions shall not be affected. The
contracting parties shall cooperate in order to replace the invalid provision
with a legally permissible and valid provision that is suitable to
achieve the intended purpose of the invalid provision. The same applies
to the closing of contractual gaps.