HAWEKA Auswuchttechnik Horst Warkotsch GmbH
Schulze-Delitzsch-Str. 21
30938 Burgwedel, Germany
Tel.: 0049 5139 8996-0
Fax: 0049 5139 8996-222
Email: info@haweka.com
Internet: www.haweka.com

Managing Director: Dirk Warkotsch
Amtsgericht Hannover
HRB-Nr: 12 01 27
USt-IdNr. DE 115047590

1. Area of validity
The following General Terms and Conditions will be applicable for all commercial transactions when the contract is part of the operation of the business.
These General Terms and Conditions are an intrinsic part of the contract. They will also remain valid for all subsequent contracts, even if not expressly agreed. The amendment of these conditions will only be permissible with express written consent. The acceptance of a tender submitted by the company HAWEKA Auswuchttechnik Horst Warkotsch GmbH (hereinafter referred to as "HAWEKA") will be deemed as acknowledgement of these General Terms and Conditions. This will also apply if HAWEKA has not expressly rejected any alternative or contradictory conditions. The confirmation of an order by HAWEKA will be deemed as a simultaneous rebuttal of all general terms and conditions of third parties that contradict these General Terms and Conditions.
The Terms of Delivery of the Central Association of the Electrical Engineering Industry will also be applicable for electronic accessories for brand-new machinery, machine parts and goods. The Regulations of the Association of German Electrical Engineering Companies will apply for the design and quality of machinery and goods.

2. Tenders
All tenders submitted by the company HAWEKA will be non-binding and subject to change. Any details concerning dimensions, weight, size, performance and capacity will be approximate and non-binding. This will also apply for any details concerning type, year of manufacture, descriptions and illustrations. Any safety devices that are planned components of machinery, machine parts and goods will be included in all deliveries if specifically ordered by the customer. Safety devices will only be delivered with used machinery, machine parts and goods if they are available.

3. Prices
Unless expressly agreed otherwise, the prices for all deliveries made from our warehouse in Burgwedel will not include the cost of packaging. Prices will be calculated on the basis of the actual price on the day of delivery. In the event that these prices are higher that the prices at the time of completion of the contract, the customer will be entitled to withdraw from the contract within 14 days of discovery of the price increase. This withdrawal from the contract will only apply for orders not yet delivered. The customer will be obliged to inform HAWEKA of his intention to withdraw from the contract for still to be delivered orders before the actual declaration of withdrawal is made. HAWEKA will then have two weeks to decide whether to carry out the originally planned delivery at the originally agreed price. The cost of carriage, packaging and transport insurance are not included in the price. These costs will be borne by the customer.
All prices are listed excl. VAT.

4. Payment
Payment will be made in full either in cash or directly into the account of HAWEKA. Payments must be made within the agreed payment period, independent of the receipt of goods and regardless of any rights granted by guarantees. Set-off against and retention of payments will not be permitted. In the event that no payment deadline has been agreed, payment must be made within 20 days of the date of the invoice. If payment is not made within this 20 day period the customer will automatically fall into default in payment without a payment reminder being necessary.
Payment orders, bills of exchange and cheques will only be accepted if expressly agreed and in place of payment.
In the event of default in payment, HAWEKA will be entitled to charge interest on payments in arrears at a rate of 3% above the base rate at the time.
In the event that payment by instalments has been agreed, the customer will be default of payment if he fails to pay an instalment within one week of the payment deadline.
In the event of default in payment and justified doubt on the behalf of HAWEKA as to the customer's ability to pay or creditworthiness, HAWEKA will be entitled to demand security or advance payment for outstanding deliveries and to demand the immediate payment of any other outstanding claims. This will not affect any of the other rights of HAWEKA. In the event that the customer fails to provide payment or security, HAWEKA will be entitled to either partially or fully withdraw from the contract and demand compensation for non-fulfilment.
The customer will not be entitled to enforce a claim for the retention of payments. The customer will not be permitted to set-off against payment any possible claims against HAWEKA unless these claims are indisputable or res judicata.

5. Delivery periods
The delivery period will begin on the day of final confirmation of the order, however not before the final clarification of all relevant details. An agreed delivery period will be deemed as having been observed once notification of readiness to dispatch has been given before the expiry of this delivery period.
The agreed delivery period will be extended by the period in which the customer is in default of this contract or another contract with the company HAWEKA. This will not affect the rights of HAWEKA arising from default in payment on the side of the customer. Partial deliveries will be permitted.
In the event that HAWEKA falls into default, the customer will be obliged to set an appropriate period of grace for delivery of the order. The customer will only be entitled to withdraw from the contract after the expiry of this period of grace.
The right of the customer to enforce a claim for compensation for damages arising as a result of the non-observance of delivery periods and deadlines will be expressly excluded.
In the event that the company HAWEKA is forced to withdraw from the contract as a result of impossible delivery periods for a reason for which HAWEKA is not answerable or as a result of the destruction of or damage to the goods to be delivered, the right of the customer to enforce a claim for compensation for damages will be expressly excluded.

6. Force majeure
Force majeure is defined as circumstances and events that can not be avoided using the care and diligence of a prudent businessman. The occurrence of any such circumstances and events will suspend the obligations of both parties to this contract for the entire duration of the occurrence and its effects. In the event that the delay that arises as a result of these circumstances exceeds a period of six weeks, both parties to this contract will be entitled to withdraw from the affected part of the contract. No further claims will exist.

7. reservation of ownership
The company HAWEKA will reserve ownership of all delivered goods until payment has been made in full, including all ancillary costs (e.g. for transport, installation, delivery of spare parts etc.). HAWEKA will be entitled to set-off all payments if so wished. The rights of the customer as granted in section 366 of German Civil Code (BGB) will be expressly excluded. Until payment has been made in full, ownership of the delivered goods will be reserved as security for the balance of the claim.
Until payment is made in full, it will be deemed that the customer is safeguarding the delivered goods for HAWEKA. Until payment has been made in full this reservation of ownership will remain in existence. The customer will not be permitted to pledge the goods under reservation of ownership without the express prior written permission of HAWEKA, nor will he be allowed to assign them as security, hire them out, lease them to a third party, give them away as a gift, move them to another location or allow them to be used by a third party. In the event that the delivered goods are sold on by the customer permissibly in a normal business transaction, the ownership of the goods will be replaced by the claim of the customer against the purchaser of the goods, which is herewith assigned to HAWEKA and which will be in the same amount as the claim of HAWEKA against the customer. In the event of the sale of the goods by the customer to a third party during the period of reservation of ownership by HAWEKA, the customer will be obliged to legally reserve ownership of the goods on behalf of HAWEKA and to deposit incoming payments for the goods separately and forward these to HAWEKA immediately.
At the request of HAWEKA, the customer will be obliged to disclose the name of the third party purchaser of the goods and inform this third party of the structure of ownership of the goods.
The customer will only be entitled to collect outstanding debts from the sale of the goods to a third party for as long as he himself is not in default in payment. In the event that the customer falls into default in payment, the right to collect outstanding debts will automatically pass to HAWEKA.
In the event that the delivered goods become an intrinsic part of another object through combination with that object, the customer herewith transfers proportional co-ownership of this object to HAWEKA. In the event of the sale of this object by the customer to a third party, the customer will be obliged to impose appropriate reservations on the third party in order to guarantee the rights of HAWEKA.
During the period of reservation of ownership, the customer will be obliged to keep the delivered goods in good condition at all times and carry out any repairs and maintenance work that is necessary at his own cost. Furthermore, the customer will also be obliged to insure the delivered goods against breakdown, fire damage, water damage, theft and burglary on the condition that all claims from this insurance coverage are payable to HAWEKA. In the event that HAWEKA demands proof of appropriate insurance coverage and if the customer is unable to furnish HAWEKA with such proof, HAWEKA will be entitled to take out an appropriate insurance policy for the delivered goods at the cost of the customer.
In the event that the delivered goods are assigned or pledged by a third party, the customer will be obliged to inform HAWEKA of this and forward all relevant documentation concerning this transaction. The customer will be obliged to take any steps necessary in order to protect the rights of HAWEKA.

8. Transfer of risk
If delivery is agreed carriage prepaid, risk will be transferred to the customer at the time of transfer of the goods to the freight carrier or haulage contractor at the place of consignment. In the event that consignment is delayed by the customer, risk will be transferred to the customer at the time of declaration of readiness to dispatch.

9. Liability for damages
The return of HAWEKA products will only be permitted if defects are present and these defects are caused by HAWEKA. Goods may only be returned after prior consultancy with our sales department only in accordance with our instructions. The original invoice and a returned goods slip must be sent with the returned goods. In the event of defects to new machinery, machine parts and goods, HAWEKA will only be liable for the free improvement or replacement of goods that are proven to be unusable within six months of the date of delivery. Any further claims will be expressly excluded. HAWEKA will not be liable for damages caused through natural wear and tear or improper use. Furthermore, HAWEKA will also not be liable if HAWEKA's obligation to improve or replace defective goods is complicated by failed attempts by the customer to remedy defects. The lack of guaranteed qualities will also be deemed a defect in the sense of the conditions for delivery. HAWEKA will not be obliged to remedy any existing defects if the customer falls into default in payment. HAWEKA will not be liable for delivered goods that are subject to premature wear and tear as a result of quality of materials or use. Replaced parts will become the property of HAWEKA.
HAWEKA sells all used machinery, machine parts and goods as seen and exclusively with those accessories available at the time of sale. The liability of HAWEKA and the payment of compensation for obvious or latent defects to used goods is expressly excluded. Once inspected, collected and shipped, used machinery, machine parts and goods are deemed as approved and accepted.
The customer will be obliged to freely grant HAWEKA the necessary time and opportunity to carry out any alterations and deliveries of spare or replacement parts and equipment required for the elimination of defects. At the request of HAWEKA, the customer will also be obliged to make any necessary helpers available to HAWEKA. If the complaint of the customer is justified and a manufacturing defect truly exists, HAWEKA will be liable for any costs incurred. If this is not the case, the customer will be liable for costs. The customer will be obliged to inform HAWEKA immediately in writing upon the discovery of any defect. At the request of HAWEKA, the customer will also be obliged to return defective parts carriage prepaid to HAWEKA for inspection.

10. Right of the customer to withdraw from the contract
The customer will be entitled to withdraw from the contract if HAWEKA fails to eliminate or remedy a defect for which HAWEKA is responsible within an appropriate period of time to be determined by the customer. The customer will also be entitled to withdraw from the contract if attempts at improvement or replacement of parts are not sufficient for the elimination or remedy of a reported defect. Furthermore, the customer will also be entitled to withdraw from the contract if HAWEKA refuses to eliminate or remedy a defect for which it is responsible. All further claims, in particular claims to compensation for damages, are expressly excluded.

11. Place of performance and jurisdiction
The place of performance and place of jurisdiction will be Burgwedel. HAWEKA will also be entitled to enforce legal action against the customer at the court with jurisdiction over his place of business.

12. Closing conditions
In the event of that an individual condition of the contract is or becomes invalid or ineffective, this will not affect the other conditions of the contract. The contract is exclusively subject to the law of the Federal Republic of Germany.