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 thirdparty systems / components provided by the customer.
- The supply of the required power supplies directly to the HARTING systems.
- 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.