General Terms and Conditions / Terms and Conditions of Sale and Delivery of hs-tumbler GmbH
1 scope of application
1.1 These General Terms and Conditions (GTC) apply to all our business relationships with our business partners and customers (hereinafter: "Purchaser"). These GTC only apply if the Purchaser is an entrepreneur (§14 BGB), a legal entity under public law, or a special fund under public law.
1.2 Our GTC apply exclusively. Deviating, conflicting, or supplementary general terms and conditions of the Purchaser will only be recognized to the extent that they do not contradict these GTC and do not extend the Purchaser's statutory rights to the disadvantage of hs-tumbler GmbH. This also applies if hs-tumbler GmbH does not expressly object to conflicting terms or conditions or executes deliveries without objection.
1.3 Our GTC also apply as a framework agreement for future business relationships with the same Purchaser without the need to refer to them again in each individual case, as long as no changes are announced by us. The GTC will be sent upon request at any time.
1.4 Individually agreed contracts made on a case-by-case basis (including side agreements, supplements, and amendments) take precedence over these GTC in all cases. The content of such agreements is determined by a written contract or our written confirmation.
1.5 Statutory provisions apply to the extent that they are not directly modified or expressly excluded by these GTC and/or a specific agreement as per 1.4.
2 Offer and conclusion of contract
2.1 Offers from hs-tumbler GmbH are non-binding and subject to change unless expressly marked as a binding offer. This also applies if we have provided the Purchaser with catalogs, technical documentation (e.g., drawings, plans, calculations, references to DIN standards), other product descriptions, or documents – even in electronic form. We hereby reserve ownership and copyright rights to all such information.
2.2 Unless otherwise agreed, the offers are valid for two months from the creation date. Intermediate sale is reserved.
2.3 The responsibility for the specification and suitability for the intended purpose requested in the order lies solely with the Purchaser.
2.4 The Purchaser's order of goods is considered a binding contract offer, unless otherwise specified in the order or other agreements. Acceptance by hs-tumbler GmbH can be declared either in writing (e.g., by order confirmation) or by delivering the goods to the Purchaser, by accepting the customer's offer within two weeks by sending an order confirmation or sending the ordered goods within two weeks. We reserve the right to inform the customer within this period that we are rejecting their order.
2.5 If the contract is mutually canceled, we are entitled to demand cancellation fees amounting to 20% of the agreed purchase price. The Purchaser retains the right to prove that no or lower cancellation costs were incurred. We reserve the right to claim higher damages.
3 Confidentiality and secrecy
3.1 The Purchaser is obligated to treat the details of the offer, the contract, and all related information provided as confidential and must not publish or disclose them in whole or in part without prior written consent from hs-tumbler GmbH (except as required for contractual purposes).
3.2 The confidentiality obligation shall only expire when and to the extent that the knowledge contained in the provided documents becomes generally known, or if we have given the Purchaser written consent for the release.
4 Prices
4.1 Prices are subject to change, ex-warehouse or ex-works, excluding packaging, and are subject to the applicable statutory sales tax.
4.2 If goods are shipped from another licensed production facility by arrangement, the prices apply ex-warehouse or ex-works from the respective production site.
4.3 If we undertake the project planning, installation, commissioning, software training, and technology training, and unless otherwise agreed, the Purchaser bears all necessary ancillary costs such as travel, transportation, packaging, insurance, customs, bank, and guarantee fees, as well as other charges and costs, in addition to the agreed remuneration.
4.4 Services are charged according to the current price and service list of hs-tumbler GmbH.
4.5 The choice of means of transport and accommodation is at our discretion. Travel costs are calculated for first-class rail and ship journeys and economy class for air travel.
4.6 For orders with a net value of less than 100 euros without sales tax, a flat processing fee of 10 euros will be charged.
4.7 We reserve the right to reasonably adjust our prices if cost reductions or increases occur after the contract is concluded, especially due to wage settlements or material price changes. We will provide proof of this to the Purchaser upon request.
4.8 Obvious calculation or typographical errors entitle us to correct them, even in already issued documents.
4.9 The statutory value-added tax is not included in our prices; it is shown separately on the invoice at the statutory rate on the day of invoicing.
4.10 Any deduction of cash discounts requires a special written agreement.
5 Cost details and cost estimate
5.1 If possible, the customer will be provided with an estimated repair cost at the time of contract conclusion; otherwise, the customer may set a cost limit.
5.2 If the repair cannot be carried out within these costs or if the contractor considers additional work necessary during the repair, the customer's consent must be obtained if the indicated costs are exceeded by more than 30%.
5.3 If a cost estimate with binding prices is requested before the repair is carried out, the customer must explicitly request this. Such a cost estimate is binding only if provided in writing, unless otherwise agreed. The cost estimate is chargeable. The services provided to prepare the cost estimate will not be charged to the customer if they can be utilized in the repair process.
6 Terms of payment and default
6.1 Unless otherwise agreed, invoices are due within 10 days from the invoice date without any deductions.
6.2 Checks and negotiable and taxed bills of exchange will only be accepted on a fulfillment basis with prior written agreement. Discount and bill charges will be billed separately and are due immediately without deduction.
6.3 If the above payment deadlines are exceeded, the customer will be in default unless they are not responsible for the delay. The purchase price will accrue interest at the applicable default interest rate during the default period. We reserve the right to claim further damages caused by the default. Our claim to commercial default interest (§ 353 HGB) remains unaffected.
6.4 The customer is only entitled to set-off or retention rights if the respective counterclaim has been expressly acknowledged by us in writing or has been legally established.
6.5 If the customer is entitled to demand the rectification of a defect, they may withhold a reasonable portion of the payment after it becomes due; a reasonable amount is generally double the costs necessary for the defect's rectification.
6.6 If payment terms are not met, or if circumstances come to our attention that, in our reasonable commercial judgment, are likely to reduce the customer's creditworthiness, all payment obligations from the business relationship with us become immediately due and payable, regardless of the maturity of any accepted and credited bills of exchange. In such cases, we are also entitled, without prejudice to further statutory rights, to deliver any outstanding goods only against advance payment or to demand appropriate securities. Furthermore, we are entitled to withdraw from contracts that have not yet been fulfilled, with a two-week notice period combined with a withdrawal threat, if all due payment obligations are not met. Further claims remain unaffected.
7 Delivery
7.1 Delivery deadlines and dates are only binding if they are individually agreed upon.
7.2 A binding delivery deadline that we have expressly confirmed in writing is only binding if all documents, approvals, and information to be provided by the customer are received on time, all technical questions have been clarified, and the down payment has been received. If these conditions are not met in time, the deadlines will be extended accordingly; this does not apply if we are responsible for the delay. Our delivery obligations are always contingent upon the timely and proper fulfillment of the customer's obligations. The defense of non-performance remains reserved.
7.3 If we are unable to meet binding delivery deadlines (non-availability of the service, force majeure), we will inform the customer immediately and set a new delivery deadline that is appropriate under the circumstances. If the service is still unavailable within the new delivery period or if the impediment lasts longer than three months, we are entitled to withdraw from the contract in whole or in part. This does not apply if we are responsible for the non-compliance with the binding delivery deadlines. In the event of (partial) withdrawal, we will promptly refund any consideration already provided by the customer, less expenses and costs. A case of non-availability of the service in this sense is particularly the untimely self-supply by our supplier if we have concluded a congruent hedging transaction. Force majeure includes strikes, lockouts, mobilization, war, blockades, import and export bans, and other sovereign interventions, regardless of whether they occur at our premises or those of our supplier.
7.4 Partial deliveries are permitted and may be invoiced separately.
7.5 Deliveries and services not included in the offer will be invoiced separately.
7.6 Delays resulting from additional customer requests, services, and orders are not the responsibility of hs-tumbler GmbH. This also includes delays caused by the entry of a third party into the order (e.g., leasing company).
7.7 We reserve the right to make design and form changes based on technological advancements until delivery.
7.8 If circumstances arise that raise serious doubts about the customer's solvency or creditworthiness, we may refuse performance and set a reasonable deadline for the customer to pay concurrently with delivery or provide security. If the customer refuses or the deadline expires unsuccessfully, we are entitled to withdraw from the contract and/or claim damages.
7.9 If delivery to the customer is not possible because the delivered goods do not fit through the customer's entrance door, hall gate, or staircase, or because the customer is not present at the delivery address provided or does not provide us with the delivery address, despite being given adequate notice of the delivery time, the customer bears the costs of the unsuccessful delivery and storage of the goods (§ 373 HGB). We will charge the customer for storage costs, at least 0.5% of the purchase price for each month unless the customer proves that the actual costs incurred are significantly lower. We are entitled, after the unsuccessful expiration of a reasonable grace period, to dispose of the delivery item elsewhere and charge the buyer a minimum damage fee of 20% of the purchase price unless the buyer proves that our actual damage is significantly lower.
7.10 For the costs of re-storage, a processing fee of 30% of the list price will generally be deducted for replacement and wear parts. Legitimate complaints will only result in a credit note or replacement delivery. A reduction in the purchase price is excluded. In the event of refusal to accept, we are entitled to claim, in addition to the costs incurred for shipping, return, and re-storage, 10% of the invoice amount as compensation.
7.11 The customer is responsible for the safe unloading of the goods and must transport them to the installation site. The intermediate storage of the goods must be carried out by the customer. Storage must be in a locked and weather-protected area with a temperature between +10°C and +35°C. Storage of the goods outdoors is not permitted.
7.12 Our statutory rights of withdrawal and termination, as well as the statutory provisions on contract execution in the event of exclusion of the obligation to perform (e.g., impossibility or unreasonableness of performance and/or subsequent performance), remain unaffected.
7.13 If the customer is in default of acceptance or culpably breaches other obligations to cooperate, we are entitled to claim compensation for the damage incurred, including any additional expenses. Further claims or rights remain reserved. If the conditions in the two preceding sentences are met, the risk of accidental loss or deterioration of the purchased item passes to the customer at the time when the customer is in default of acceptance or debtor's delay.
8 Retention of title
8.1 We retain ownership of the delivered goods and all associated documents (retained goods) until all claims to which we are entitled against the purchaser from the business relationship, including all claims from subsequent orders, reorders, and spare parts orders, have been fully satisfied. We are entitled to reclaim the goods if the purchaser acts in breach of contract.
8.2 The resale, use, consumption, and/or processing of the retained goods is only permitted in the ordinary course of business. The purchaser is not otherwise entitled to dispose of the retained goods, particularly not to pledge or assign them as security. Storage costs are the sole responsibility of the purchaser.
8.3 The customer is entitled to resell the goods in the ordinary course of business; however, they hereby assign to us all claims arising from the resale against their buyers or third parties in the amount of the final invoice total (including VAT) of our claim, regardless of whether the goods were resold without or after processing. The customer remains authorized to collect these claims even after the assignment. Our authority to collect the claims ourselves remains unaffected. However, we undertake not to collect the claims as long as the customer meets their payment obligations from the collected proceeds, does not default on payment, and no application for the opening of insolvency or settlement proceedings has been filed or there is no cessation of payments. If this is the case, however, we can demand that the customer inform us of the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and inform the debtors (third parties) of the assignment. As an alternative to sentence 1 as an addendum: If there is a current account relationship between the customer and the buyer according to § 355 HGB, the following clause applies: "The customer... resold. The claim assigned to us in advance by the customer also applies to the recognized balance as well as in the event of the buyer's insolvency to the then-existing 'causal' balance."
8.4 The processing or transformation of the goods by the customer is always carried out on our behalf. If the goods are processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the goods (final invoice total, including VAT) to the other processed items at the time of processing. For the item created by processing, the same applies as for the goods delivered under retention of title.
8.5 If the goods are inseparably mixed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the goods (final invoice total, including VAT) to the other mixed items at the time of mixing. If the mixing is such that the customer's item is to be regarded as the main item, it is agreed that the customer transfers proportional co-ownership to us. The customer holds the resulting sole ownership or co-ownership for us.
8.6 The customer also assigns to us the claims to secure our claims against them, which arise from the connection of the goods with real estate against a third party.
8.7 We undertake to release the securities to which we are entitled at the customer's request insofar as the realizable value of our securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released is at our discretion.
8.8 The purchaser is obliged to handle the goods with care as long as ownership has not yet passed to them. In particular, they are obliged to adequately insure the goods at their own expense against theft, fire, and water damage at the replacement value. If maintenance and inspection work is required, the purchaser must carry it out in good time at their own expense.
8.9 In the event of the purchaser's breach of duty, particularly in the event of non-payment of the due purchase price, we are entitled, after the unsuccessful expiry of a reasonable period set for the purchaser to perform, to withdraw from the contract in accordance with statutory provisions and to demand the return of the goods based on the retention of title and the withdrawal; the statutory provisions regarding the dispensability of setting a deadline remain unaffected. The purchaser is obliged to return the goods.
8.10 In the event of the connection, mixing, blending, or processing of the retained goods by the purchaser, we are entitled to co-ownership of the new goods in proportion to the invoice value of the retained goods to the other goods.
8.11 As long as ownership has not yet passed, the purchaser must notify us immediately in writing if the delivered item is seized or subject to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the judicial and extrajudicial costs of a lawsuit under § 771 ZPO, the purchaser is liable for the loss we incur.
9 Packaging and shipping
9.1 Unless otherwise agreed, we are entitled to determine the method of shipment (including the transport company, shipping route, and packaging) at our discretion.
9.2 Shipping costs, as well as any applicable insurance, will be charged to the purchaser in addition to the ex-works price.
9.3 If hs-tumbler GmbH is obligated to ship goods abroad, hs-tumbler GmbH will ensure compliance with legal export regulations. Compliance with import and transit regulations is the responsibility of the purchaser.
9.4 If machines are too large for transport in their assembled state, hs-tumbler GmbH is entitled to ship them in separate components.
10 Transfer of risk
10.1 Unless otherwise specified in the order confirmation, delivery is agreed to be "ex works." The risk of accidental loss and accidental deterioration of the goods passes to the purchaser when the goods leave the factory. If delivery is made from another licensed production site, the risk passes to the purchaser when the goods leave that site. This also applies to partial deliveries, subsequent deliveries, and rectifications.
10.2 If the shipment of goods is delayed at the purchaser's request or due to circumstances within the purchaser's responsibility, the risk of accidental loss and accidental deterioration of the goods passes to the purchaser from the originally scheduled shipping date. From that time, the goods are considered to be stored for the purchaser at their own risk.
11 Delimitation of benefits
11.1 The purchaser is responsible for ensuring, at their own expense, that a clean, solid, seamless, large-area industrial concrete floor with continuous reinforcement is constructed according to the foundation specifications in the installation instructions. All channels and foundations required for setting up the system must be completed. The same applies to the necessary electrical connections, which the purchaser must provide according to the product data sheets for connection to the network. Any required media preparations, including construction measures, must be completed before the installation and assembly. All structural work or modifications, such as wall breakthroughs, door and gate enlargements, etc., must be carried out by the purchaser at their own expense and completed before the delivery of the goods.
11.3 The purchaser must ensure that the goods are already in place at their installation location when the installers/commissioning personnel arrive.
11.4 The purchaser is responsible for providing the necessary energy sources (electricity, compressed air, gases) at the machine's installation site according to the installation instructions, at their own expense. The purchaser must also ensure the appropriate distribution and safeguarding.
11.5 The supply lines for external product feeding, including the procurement of the necessary plant technology, are the responsibility of the purchaser. This is not relevant for manually operated systems.
11.6 The purchaser must appoint a responsible and authorized representative in writing for the installation and commissioning.
11.7 Tools or equipment required for installation or service work must be provided free of charge by the purchaser or operator of the system.
12 Installation, commissioning and training of systems
12.1 Unless included in the sales offer, project planning, installation/setup, commissioning, as well as technology and software training, are not part of the service scope. These will be billed separately based on effort according to current daily rates.
12.2 Damages to systems and equipment caused by improper installation or failure to follow installation instructions will result in the exclusion of warranty claims insofar as the systems and equipment were damaged due to improper installation or deviation from the installation instructions.
12.3 The installation of the system is carried out by experienced engineers and technicians from hs-tumbler GmbH or a certified service provider by hs-tumbler.
12.4 The installation work will continue over the entire period; the installation site must be accessible, by arrangement, even on weekends for uninterrupted installation.
12.5 The installation site must maintain a minimum temperature of +10°C, be adequately lit, and protected from weather influences. Cleaning of the system is only permissible following the procedures outlined in the operating manual.
12.6 The installation instructions, which are provided with each system, must be followed.
12.7 The commissioning will be carried out by a technician from hs-tumbler GmbH after the installation of the system. After inspection of the system by the purchaser, it can be taken into production by trained personnel. A written acceptance by the purchaser is not a prerequisite for the commissioning of the system. The warranty period begins with the commissioning of the system, but no later than one month after delivery.
12.8 If the agreed duration of commissioning is delayed for reasons not attributable to hs-tumbler GmbH, the resulting costs will be charged to the purchaser at the current daily rate.
12.9 The purchaser must ensure that the operating personnel are released from their usual duties during the training and can fully concentrate on the training.
13 Declaration of conformity and safety devices of the systems
13.1 Our systems are designed to be CE-compliant. Deviations require written confirmation.
13.2 The machine safeguarding is an individual device tailored to local conditions and technology.
13.3 The decision regarding the type of safeguarding rests with the purchaser. It is the operator's responsibility to ensure the safeguarding of hazardous areas according to applicable regional, national, and international safety regulations and to comply with accident prevention regulations.
13.4 The regulations of the relevant professional association (BG) must be observed.
14 Service and customer care
14.1 Service and customer support are provided directly by hs-tumbler GmbH or an exclusively appointed partner.
14.2 Our service and support staff are not authorized to make verbal commitments, side agreements, or arrangements, especially regarding warranty issues. Such commitments require written confirmation from the management of hs-tumbler GmbH to be effective.
14.3 Our service employees are required to have work, travel, transit, and waiting hours for maintenance and repair work performed at the customer's site, as well as necessary spare parts, confirmed on the appropriate forms. If the responsible employees at the customer site are absent, the documents issued by our technician are valid even without confirmation. Invoicing is based on these documents.
14.4 Service work is carried out professionally and to the best of our knowledge. However, a guarantee that issues will be resolved during the first service visit cannot be provided. Further service visits may be necessary.
14.5 Auxiliary personnel, tools, or equipment required for service work must be provided by the operator of the system free of charge.
15 Warranty
15.1 The warranty period for deliveries and services of hs-tumbler GmbH is 12 months or the maximum permissible operating hours, depending on the bearing and machine type—see the operating manual—starting after commissioning, whichever comes first, but no longer than 13 months after delivery if the delivery or commissioning is delayed for reasons beyond our control. The warranty is limited to Germany, Austria, and Switzerland. In all other countries, the customer bears the costs for travel, transportation, and accommodation as well as shipping and customs fees. In general, software error-free operation cannot be guaranteed.
15.2 Fulfillment of the warranty for equipment requires regular maintenance by hs-tumbler GmbH after 12 months or the allowable maximum operating hours within that period, whichever comes first, as well as the purchase of original wear and spare parts directly through hs-tumbler GmbH. Additionally, the warranty fulfillment requires the operation of the equipment by personnel proven to be trained by hs-tumbler GmbH.
15.3 During the warranty period, defects will be rectified by hs-tumbler GmbH at the customer's request through repair or replacement of the defective parts at hs-tumbler GmbH's expense. The prerequisite is that the customer properly complies with the statutory inspection and notification obligations. The warranty does not cover software or consumables and wear parts, which also include tools and mechanical parts.
15.4 The warranty does not extend for replacement parts (excluding software, consumables, and wear parts) provided by us.
15.5 Defects during the warranty period must be reported in writing within two weeks of completion at the latest, including the type and serial number. Any warranty claims will be void if the customer or a third party intervenes.
15.6 Whether a repair or replacement is carried out is at the discretion of hs-tumbler GmbH. Faulty parts replaced under warranty become the property of hs-tumbler GmbH.
15.7 Unless otherwise agreed between the parties, defective deliveries or parts thereof must be returned to the original shipping location. The shipping costs are covered by hs-tumbler GmbH unless it is later determined that the goods were free of defects.
15.8 Claims for damages due to defects are limited to the scope defined in section 16, provided the statutory requirements are met. The limitation period for defect claims is 12 months, starting from the transfer of risk.
15.9 The limitation period in the case of a delivery recourse under §§ 478, 479 BGB remains unaffected; it is 5 years, calculated from the delivery of the defective item.
15.10 In the event of resale within the warranty period, the warranty can only be transferred to the buyer or third parties with the written consent of hs-tumbler GmbH and the assignment of the warranty by the customer.
15.11 When purchasing used items, liability for defects is excluded unless otherwise agreed.
16 Liability
16.1 hs-tumbler GmbH is liable according to statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence by our representatives or agents. Unless we are accused of intentional breach of contract, liability for damages is limited to the foreseeable, typically occurring damage. hs-tumbler GmbH is also liable under statutory provisions if a material contractual obligation is culpably breached; in this case, however, liability for damages is limited to the foreseeable, typically occurring damage. In all liability cases under this Section 16, liability for culpable injury to life, body, or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.
16.2 If hs-tumbler GmbH negligently breaches a material contractual obligation (cardinal obligation), liability is limited to the contract-typical damage. Material contractual obligations within the meaning of these GTC exist if the customer relies on or may rely on their proper fulfillment because they characterize the contract.
16.3 Further liability of hs-tumbler GmbH is excluded. In the case of simple negligence, hs-tumbler GmbH is particularly not liable for damages that do not occur on the delivery item itself, especially not for lost profits or other financial losses.
16.4 The aforementioned limitations and exclusions of liability do not apply to claims for personal injury or damage to privately used items caused by defective products.
16.5 To the extent that liability is excluded or limited, this also applies to the statutory representatives, employees, and agents of hs-tumbler GmbH.
16.6 hs-tumbler GmbH is only liable for damage to equipment in cases of proven fault by personnel.
16.7 Advice and information are provided to the best of the knowledge of the employees of hs-tumbler GmbH but are non-binding and exclude any liability. If the Product Liability Act applies, the limitations of liability pursuant to paragraphs 1 and 2 do not apply to the resulting claims of the customer for liability and danger, personal injury, and private property damage unless the law explicitly permits such a limitation of liability.
16.8 To the extent permitted by applicable law, hs-tumbler GmbH is not liable for any damages (including damages from lost profits, business interruption, loss of business information or data, or other financial losses) arising from the use of the delivered products or the inability to use these products, even if hs-tumbler GmbH has been informed of the possibility of such damages. In any case, hs-tumbler GmbH's liability is limited to the amount actually paid for the product or service. Any liability for consequential damages is excluded.
17 Severability clause
18 Place of jurisdiction and applicable law
18.1 The contractual relationship is governed exclusively by the laws of the Federal Republic of Germany, particularly excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the international private law of the general terms and conditions (GTC) / sales and delivery conditions of hs-tumbler GmbH.
18.2 The exclusive place of jurisdiction for all claims arising from or in connection with this contract is, if the customer is a merchant, Osnabrück, Germany. However, hs-tumbler GmbH is also entitled to file suit at the customer's principal place of business.
18.3 Unless otherwise stated in the order confirmation, our place of business is the place of performance.
