General Terms and Conditions

(in Germany so called "AGBs")

Home AGB

General Terms and Conditions of HMC Europe GmbH (AGBs)

General Terms and Conditions of HMC Europe GmbH towards entrepreneurs
(Status 2022/02/28)



1. General

1.1 (Contracting party) Our products are only sold to companies. These terms and conditions are therefore only valid for entrepreneurs in the sense of § 14 BGB (German Civil Code).

1.2 (Conflicting conditions, written form, ancillary agreements) General terms and conditions of the customer that deviate from these terms and conditions or the law are hereby rejected. The customer's terms and conditions of business shall not become part of the contract even if we should accept or execute orders for the customer in the knowledge of these conflicting or deviating terms and conditions of business. The customer may only invoke collateral agreements prior to and/or upon conclusion of the contract if we confirm them in writing without delay.

1.3 (Reservation of right to make changes, data collection) Our offers are subject to change; we reserve the right to make technical improvements to our products. We may store data on EDP which are important for the processing of the contract.

1.4 (Offsetting, retention) Offsetting or retention by the customer is only permissible with undisputed or legally established counterclaims.

1.5 (Place of performance, place of jurisdiction, choice of law) The place of performance is our place of business in Tüssling. The place of jurisdiction with regard to our place of business is Traunstein. We are entitled to seek legal protection also at another court which is competent according to German law or the law of the country in which the customer has its registered office. German law is applicable to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).


2. Scope, duration and scope of warranty

2.1 Partial deliveries are permissible.

2.2 The customer shall bear the costs of transport, packaging and insurance.

2.3 The price risk (i.e. risk of accidental loss or accidental deterioration) shall pass to the customer when the goods are made available at our works. This shall also apply if additional services, such as shipment, transport or installation, are assumed.


3. Delivery periods, delay, damage caused by delay

3.1 Delivery periods shall be ex works. They shall only commence after clarification of the technical questions still open at the time of conclusion of the contract, after receipt of documents to be provided by the customer such as drawings and approvals and/or after advance payments to be made. The customer shall inform us immediately in writing of any impending consequences of delay.

3.2 Force majeure as well as strikes, lockouts, operational disruptions, supply shortages and/or delayed/failed deliveries by upstream suppliers for which we are not responsible shall extend the delivery periods by the delay time caused thereby. The same shall apply in the event of additional or modified services requested by the customer.

3.3 We shall only be liable for consequences of delay in the event of intent or gross negligence. Our liability shall be limited to the typical damage foreseeable by us at the time of conclusion of the contract.

3.4 The provisions of this section shall apply mutatis mutandis to deadlines for the installation of our products. Such a period shall not commence until all preparatory work on the part of the customer (in particular that listed in Section 5.2.) has been completed.


4. Prices, terms of payment, provision of security

4.1 Our prices do not include the statutory value added tax at the time of invoice and are ex works. For spare parts calculations, our respectively valid list prices or the corresponding offer shall apply.

4.2 The minimum net order value is € 100,- plus packaging / shipping. For lower net order values, we charge a minimum quantity surcharge of € 25.00 net. For agreed returns of a product, we charge a restocking fee of at least € 25.00, but no more than 10% of the net value of the main services. The customer shall have the right to prove a lower cost for the return and restocking of the product.

4.3 Invoices shall be due for payment immediately without deduction - subject to any special written agreement. We accept checks only on account of performance. Costs incurred by the cashing of checks and by LCs, as well as bank transfer fees, shall generally be borne by the purchaser.

4.4 In case of first order, delay in payment and/or justified doubts about the creditworthiness of the customer, we can make each individual delivery dependent on their advance payment or a security deposit in the amount of their invoice.

4.5 Prices for installation and connection work shall only cover the agreed work. Additional work and waiting times for which we are not responsible shall be invoiced at our usual assembly hourly rates.

4.6 Our assembly hourly rates shall apply to all working hours. Costs for waiting time, travel time and travel expenses shall be charged separately. For overtime, night work, work on Saturdays, Sundays and public holidays, as well as work under difficult conditions, we shall charge supplements. The amount of these allowances shall be based on the provisions of the collective bargaining agreement and the respective local conditions. If no agreement is reached, we may determine the allowances at our reasonable discretion in accordance with § 315 BGB.


5. Installation and connection work

5.1 The customer shall be responsible for ensuring safety at the installation site. He shall enable us to carry out the installation and connection work without risk. This includes compliance with all relevant occupational health and safety and accident prevention regulations as well as with the relevant approvals or driving permits within the meaning of the Occupational Health and Safety Act.

5.2 The Customer shall - at its own expense - be obliged:
a) to prepare the installation site for free execution of the installation and connection work;
b) to provide electricity, water, heating, lighting and connections;
c) to provide the necessary auxiliary personnel in the number and time required for the installation and connection work;
d) to complete all installation work prior to the start of the connection work;
e) to provide the necessary devices, heavy tools and commodities and, if necessary, operational PCs prepared in accordance with defined requirements;
f) for transporting the equipment to the installation site, protecting the installation parts and materials from harmful influences of any kind; and
g) for other support of our assemblers during the installation and connection work, as far as objectively required.

5.3 The customer shall ensure that the installation and connection work can be started immediately after the arrival of the installation personnel and can be carried out without delay until acceptance.


6. Retention of title, assignment in advance

6.1 The delivered goods shall remain our property until they have been paid for in full and without restriction. If we have further claims against the customer, the retention of title shall remain in force until payment thereof.

6.2 The customer may resell goods subject to retention of title - in the ordinary course of business - only if he has not assigned, pledged or otherwise encumbered his claims arising from the resale.

6.3 The customer may not combine goods subject to retention of title with other items to which third parties have rights. If goods subject to retention of title become part of a new (total) item through combination with other items, we shall become the direct co-owner of this item on a pro rata basis, even if it is to be regarded as the main item. Our co-ownership quota shall be based on the ratio of the invoice value of the reserved goods to the value of the new item at the time of combination.

6.4 The customer assigns to us the claims against his customers arising from the sale of reserved goods
(clause 6.1.) and/or newly formed items (clause 6.3.) in the amount of our invoice for the reserved goods in advance as security. As long as the customer is not in default of payment for the reserved goods, he may collect the assigned claims in the ordinary course of business. However, he may only use the proportionate proceeds to pay us for the goods subject to retention of title.

6.5 At the customer's request, we shall release securities of our choice if and to the extent that the nominal value of the securities exceeds the nominal value of our outstanding claims against the customer by more than 20%.

6.6 In the event of default, we shall be entitled to withdraw from the contract, to demand the return of any goods subject to retention of title still in the customer's possession and to collect the assigned claims ourselves. In order to determine our rights, we shall be entitled to have all documents/books of the customer relating to our reserved rights inspected by a person bound to professional secrecy.


7. Claims for defects and compensation

7.1 We shall be liable for ensuring that our delivered goods/services are free of defects at the time of transfer of risk. The quality, durability and use owed shall be based exclusively on the specification, product/service description and/or operating instructions agreed in writing. Any further information, in particular in preliminary discussions, advertising and/or industrial standards referred to, shall only become part of the contract if expressly included in writing. If the customer wishes to use the delivered goods/services for purposes other than those agreed, he must carefully check the suitability for this and/or the permissibility on his own responsibility. We exclude liability for any usability not expressly confirmed by us in writing.

7.2 Our liability for defects shall in principle be limited to subsequent performance. Subsequent performance shall be, at our option, rectification of defects or delivery of goods/services free of defects. Further claims for defects shall only exist in the event of rejection, impossibility or failure of subsequent performance. The customer shall bear any increased expenses for supplementary performance arising from the fact that a delivery item has been taken by the customer to a place other than its place of business after delivery.

7.3 The customer shall carefully inspect the delivered goods/services for defects immediately upon receipt and notify us in writing of any obvious defects without delay; hidden defects shall be notified immediately upon discovery. The customer shall immediately notify the carrier of any transport damage. The obligation to inspect and give notice of defects also extends to product safety. In the event of non-observance of the obligation to inspect and give notice of defects in accordance with §377 of the German Commercial Code (HGB), claims for defects on the part of the customer shall be excluded.

7.4 Furthermore, we shall not be liable for the consequences of improper handling, use, maintenance and operation of the delivered goods by the customer or his assistants as well as normal wear and tear.

7.5 We shall be liable without limitation only in the event of express assumption of a guarantee or a procurement risk, culpable injury to life and limb or health, claims based on the Product Liability Act and other intentional or grossly negligent breaches of duty. The statutory limitation period shall apply in such cases.

7.6 We shall only be liable for slight or ordinary negligence and material or financial damage caused thereby in the event of a breach of essential contractual obligations (so-called cardinal obligations), the fulfillment of which is essential for the proper performance of the contract and on the fulfillment of which the customer can rely to a particular extent, but limited to the damage foreseeable at the time of conclusion of the contract and typical for the contract. In the event of delay, we shall be liable for 0.5% of the value of the delayed performance for each full week of the delay, but not more than 5% of this value. Any further liability for damages shall be excluded irrespective of the legal nature of the asserted claim. The above limitations of liability shall also apply in favor of the legal representatives, employees and other vicarious agents of our company with regard to both the grounds for liability and the amount of liability.

7.7 Claims against us due to an assumed guarantee or a procurement risk, culpable injury to life, limb or health, in the case of claims based on the Product Liability Act and in the case of other intentional or grossly negligent breaches of duty shall become statute-barred in accordance with the statutory provisions. In all other respects, claims based on material defects and defects of title shall become statute-barred 12 months after the passing of risk. If a supplementary performance or other repair takes place within the warranty period, this shall not prevent the further running of the limitation period, nor shall the limitation period start to run again.


8. Industrial Property Rights, Secrecy

8.1 We retain ownership and all industrial property rights and copyrights for our designs, samples, illustrations, technical documents, cost estimates or offers, even if the customer has assumed the costs for the designs, etc. The customer may not use the designs, etc. without our prior written consent. The customer may only use the designs etc. in the manner agreed with us. He may not produce the delivered goods himself or have them produced by third parties without our written consent.

8.2 If we deliver goods according to designs prescribed by the customer, the customer shall be liable to us for ensuring that their manufacture and delivery do not infringe industrial property rights and other rights of third parties. He shall compensate us for all damages resulting from such infringements. The customer shall be obliged to indemnify us against any claims arising from the infringement of industrial property rights of third parties.


8.3 The customer shall keep secret from third parties all knowledge gained from the business relationship with us that is not in the public domain.


9. Take-back, recycling, disposal

Customer assumes the obligation to properly dispose of the goods delivered to it after termination of use at its own expense in accordance with the guidelines of the Electrical and Electronic Equipment Act (ElektroG). Thereby HMC Europe GmbH is released from the obligations according to § 10 para. 2 ElektroG and claims of third parties in connection therewith. If the customer fails to contractually oblige third parties to whom he passes on the delivered goods to take over the obligation of disposal and to pass on the obligation, the customer shall be obliged to take back the delivered goods after termination of use at his own expense and to dispose of them properly in accordance with the statutory provisions. The claim of the manufacturer for the assumption of the disposal obligation by the customer shall not become time-barred before the expiry of two years after the final termination of use of all laboratory equipment delivered by HMC Europe GmbH. The two-year period of suspension of expiry shall commence at the earliest upon receipt by the manufacturer of a written notification by the customer of the termination of use.


10. Special Corona Crisis Provisions

The parties agree that the present contract does not take into account the problems and difficulties currently existing due to the prevailing Corona situation and its accompanying circumstances (hereinafter referred to as Corona situation) and that it is not foreseeable whether and how agreed deadlines and dates can be met.

Despite the general knowledge of the Corona Situation, there is agreement between the Parties that impediments in their performance and cooperation services (including impediments of subcontractors). which are attributable to the Corona Situation, shall be treated as an unforeseeable impediment to performance ("Force Majeure") and in such cases there shall be a claim to reasonable adjustment of the contract, in particular with regard to deadlines and dates.

Additional costs demonstrably incurred as a result of the Corona Situation shall not be covered by the contractual remuneration. The parties shall agree on a case-by-case basis whether they accept the effects of hindrances or, if necessary, take appropriate measures to reduce the effects by adjusting the contract.

General Terms and Conditions for Services of HMC Europe GmbH

(Status 2022/02/28)

for convenience in the following the company HMC Europe GmbH will be named with "HMC
the customer / client will be named with "AG".

1. General

1.1 (Contracting party) Our products are only sold to companies. These terms and conditions are therefore only valid for companies in the sense of § 14 BGB (German Civil Code).

1.2 (Conflicting conditions, written form, ancillary agreements) General terms and conditions of the customer, which deviate from these terms and conditions or the law, are hereby already contradicted. The customer's terms and conditions of business shall not become part of the contract even if we should accept or execute orders for the customer in the knowledge of these conflicting or deviating terms and conditions of business. The customer may only invoke collateral agreements prior to and/or upon conclusion of the contract if we confirm them in writing without delay.

1.3 (Reservation of right to change, data collection) Our offers are subject to change. We can store the data important for the contract processing on EDP.

1.4 (Offsetting, retention) Offsetting or retention by the customer is only permissible with undisputed or legally established counterclaims.

1.5 (Place of performance, place of jurisdiction, choice of law) The place of performance is our place of business in Tüssling. The place of jurisdiction with regard to our place of business is Traunstein. We are entitled to seek legal protection also at another court which is competent according to German law or the law of the country in which the customer has its registered office. German law is applicable to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).


2. Installation and connection work

2.1 The customer shall be responsible for ensuring safety at the installation site. He shall enable us to carry out the installation and connection work without risk. This includes compliance with all relevant occupational health and safety and accident prevention regulations as well as the relevant approvals or permits to drive within the meaning of the Occupational Health and Safety Act.

2.2 The customer is obliged - at his own expense - to:

a) to prepare the installation site for free execution of the installation and connection work;

b) to provide electricity, water, heating, lighting and connections

c) to provide the necessary auxiliary personnel in the number and time required for the installation and connection work;

d) to complete all installation work prior to the start of the connection work;

e) to provide the necessary devices, heavy tools and commodities and, if necessary, operational PCs prepared in accordance with defined requirements;

f) for transporting the equipment to the installation site, protecting the installation parts and materials from harmful influences of any kind; and

g) for other support of our assemblers during the installation and connection work, as far as objectively required.

2.3 The customer shall ensure that the installation and connection work can be started immediately after the arrival of the installation personnel and can be carried out without delay until the acceptance.


3. Repair and maintenance at customer's site

After a cost estimate prepared by HMC and approved by AG and after written agreement on a date, a qualified service technician (m/f/d) will be dispatched, either by HMC directly or a service partner on behalf of HMC.

3.1 If the elimination of the malfunction at the equipment location is not possible, a professional repair will be carried out in the workshop of HMC at the next possible date.

3.2 All services shall be invoiced according to actual expenditure in accordance with the respective valid price lists of HMC. This includes all working, travel and waiting times, (invoicing in 30-minute intervals), travel costs such as mileage allowance, expenses, overnight expenses, as well as necessary spare parts or consumables and any energy costs/fuel surcharges.


4. Contract conditions for one-time maintenance/repairs and regular maintenance

The exact contract conditions can be found in the respective documents handed out with the offer, which must be signed by the customer and thus become part of a one-time maintenance/repair or regular maintenance.


6. Terms of payment and prices

6.1 Prices: The service and contract prices result from the respective valid price list.
HMC Europe is entitled to adjust contractual terms and conditions as well as contractual prices due to the general cost development and market conditions. In the event of an increase in the contract prices, the Customer shall have a unilateral right of termination as of the date on which the price change takes effect. The termination must be made in writing within one month after the announcement of the price increase. All prices are exclusive of the respective statutory value added tax.

6.2 Increases: Additional services such as repairs, modifications or cleaning of the device
or other services shall be charged in addition to the maintenance fee.

6.3 Payment: Service invoices are due for payment within 10 days after receipt of invoice.


7. Liability / Exclusions of liability

7.1 If parts of the object to be repaired are damaged through the fault of HMC, HMC shall at its option repair or re-deliver them at its own expense. The obligation to pay compensation shall be limited here to the contractual repair price (in case of maintenance contracts to the annual remuneration fee). In all other respects § 7.3 shall apply mutatis mutandis.

7.2 If, through the fault of HMC, the Object of Repair cannot be used by Customer in accordance with the contract as a result of omitted or faulty execution of suggestions or advice available before or after conclusion of the contract as well as other contractual collateral obligations - in particular instructions for operation and maintenance of the Object of Repair - the provisions of sections and §§ 7.1 and 7.3 (Liability, Exclusions of Liability) and § 8 (Warranty) shall apply mutatis mutandis to the exclusion of further claims of Customer.

7.3 Customer may not assert any claims for compensation against HMC beyond the claims granted to it in these provisions, in particular no claims for damages, also not from non-contractual action, or other rights due to any disadvantages connected with the repair, e.g. pure financial losses, i.e. loss of production, reduction in production or loss of profit, irrespective of the legal ground on which it relies. This exclusion of liability shall also apply in cases where the repair is not feasible, in particular because the defect complained of did not occur during maintenance, spare parts cannot be procured, the Customer has culpably missed the agreed deadline or the contract has been terminated during performance.

7.4 In case of culpable material breach of contractual obligations HMC Europe shall be liable, except in cases of intent and gross negligence of the owner and executives of HMC or its service partners, as well as in case of culpable breach of material contractual obligations only for the reasonably foreseeable damage typical for the contract. It shall also not apply in case of defects of properties which have been expressly warranted, especially if the purpose of the warranty was to protect Customer against damage which did not occur to the object of repair.


8. Warranty

8.1 After acceptance of the repair HMC shall be liable for defects of the repair, which shall also include the absence of expressly warranted characteristics, which occur within six months after acceptance, to the exclusion of all other claims of Customer, without prejudice to Clause 8.6 and Clause 7 (Liability) in such a way that HMC shall remedy defects. Customer shall immediately notify HMC in writing of any defect discovered. Customer's right to assert the defect shall become time-barred within six months from the date of notification.

8.2 The period of liability for defects shall be extended by the duration of the downtime of the object of repair caused by the repair work.

8.3 HMC Europe shall not be liable if the defect is insignificant for the interests of the Customer or is due to a circumstance attributable to the Customer.

8.4 Any modifications or repair work carried out improperly on the part of Customer or third parties without the prior consent of HMC shall void HMC's liability for the consequences arising therefrom. Only in urgent cases of danger to operational safety and to avert disproportionately large damage, in which case HMC must be notified immediately, or if HMC is in default with the rectification of the defect, Customer shall have the right to rectify the defect itself or have it rectified by third parties and to demand from HMC the costs necessary for this.

8.5 The direct costs incurred by the repair shall be borne by HMC, insofar as the complaint proves to be justified - the costs of the replacement part including shipment as well as the reasonable costs of removal and installation, furthermore, if this can be reasonably demanded according to the situation in the individual case, the costs of any necessary provision of its technicians and assistants. In all other respects Customer shall bear the costs, unless otherwise agreed in an individual contract.

8.6 If HMC allows a reasonable grace period set for it for the remedy of defects to expire fruitlessly through its fault, AG shall have a right to reduce the purchase price. Customer's right to reduce the purchase price shall also apply in other cases of failure to remedy the defect. Only if the repair is demonstrably of no interest for CU despite reduction, CU may rescind the contract after giving notice.


9. Transfer of contractual rights and obligations

HMC reserves the right to use its authorized service partners for the performance of its obligations under this contract. Furthermore, HMC may transfer the rights and obligations under this contract in whole or in part to third parties, unless CU objects within four weeks after receipt of a corresponding notice.


10. Special Corona Crisis Provisions

The Parties agree that the present Contract does not take into account the problems and difficulties currently existing due to the prevailing Corona situation and its accompanying circumstances (hereinafter Corona situation) and that it is not foreseeable whether and how agreed deadlines and dates can be met.
Despite the general knowledge of the Corona Situation, there is agreement between the Parties that impediments in their performance and cooperation services (including impediments of subcontractors). which are attributable to the Corona Situation, shall be treated as an unforeseeable impediment to performance ("Force Majeure") and in such cases there shall be a claim to reasonable adjustment of the contract, in particular with regard to deadlines and dates.
Additional costs demonstrably incurred as a result of the Corona Situation shall not be covered by the contractual remuneration. The parties shall agree on a case-by-case basis, if necessary, on the question of whether the parties shall accept the effects of hindrances or, if necessary, take suitable measures to reduce the effects by adjusting the contract.


11. Place of jurisdiction, other provisions

For all disputes arising from the contractual relationship, if CU is a fully qualified merchant, a legal entity under public law or a special fund under public law, the local court of Altöting or the regional court of Munich shall have jurisdiction. HMC may also bring an action before the court having jurisdiction for the branch of the service partner entrusted with the repair or before the court having jurisdiction for Customer. Should individual provisions of the contract be invalid due to statutory regulations, the remaining agreement shall nevertheless remain valid.
All ancillary agreements and amendments to the contract must be in writing to be valid; this also applies to the waiver of the written form requirement.

EU warranty conditions

(Status 2022/02/28)


Unless otherwise agreed in a separate written warranty agreement, the following warranty conditions shall apply:


§ 1 Content of the warranty

The Warrantor gives the Policyholder a warranty covering the functionality of the warranted equipment, subject to the further conditions set forth in § 3.


§ 2 Extent, duration and scope of the warranty

The warranty refers to laboratory instruments which have been brought into circulation by HMC Europe GmbH in Europe and which are purchased and operated in the European Union.
The warranty is limited to 12 months from the date of transfer of risk to the warrantee for new products. For used products no warranty applies.
Replacement of a part or the whole device does not extend the warranty period.
Area of validity is the European Union.


§ 3 Prerequisite for warranty claims

The prerequisite for any warranty claims is that the warrantee

a) has correctly connected and configured the device and operates it in accordance with the device operating instructions.

b) complies with and documents the intervals specified in the maintenance schedule

c) has the maintenance, inspection and servicing work prescribed or recommended by the manufacturer carried out on the device during the term of this warranty at HMC Europe GmbH or by a service company recognized by HMC Europe GmbH.

d) notifies HMC Europe GmbH immediately of any malfunctions or damage, but in any case before repairs are started, stating the serial number of the device;

e) allows an authorized representative of HMC Europe GmbH to inspect the equipment at any time and, upon request, provides him with the information required to determine the damage

f) in case HMC Europe GmbH should be prevented and only then to have the repair carried out by a service partner authorized by HMC Europe GmbH only after express approval by HMC Europe GmbH

g) submits the repair invoice, which must show in detail the work carried out, the cost of spare parts and the wage costs with working time values, to HMC Europe GmbH within two weeks from the date of invoice.


§ 4 Exclusions of warranty

No warranty shall exist - regardless of contributory causes - for damage caused by

a) the use of unsuitable equipment (e.g. contaminated water or water containing salt in the case of autoclaves)

b) non-compliance with the maintenance intervals specified in the maintenance schedule

c) any form of corrosion on or in pressure-bearing and surrounding components

d) accident, i.e., an event directly and suddenly acting from the outside with mechanical force

e) improper or unauthorized use, wanton or malicious acts,

f) direct impact of lightning, earthquake, flood, fire, explosion or nuclear energy, as well as by the intrusion of animals of any kind into the equipment

g) war events of any kind, civil war, civil unrest, strike, lockout, confiscation or other sovereign intervention.

No replacement will be provided for parts and their replacement costs that are subject to wear and tear due to use such as: Cover seals, filters, heaters, pump and valve components as well as media temperature sensors.

Costs incurred by HMC Europe GmbH or its service partners for the processing of a case, which should turn out not to be a warranty case, will be charged to the customer.

HMC Europe GmbH cannot be held liable for damages resulting from loss of use, loss of revenue or loss of profit or for any indirect or direct loss or damage resulting therefrom.


§ 5 Transfer of claims and limitation of actions

In case of a sale of a device covered by warranty, the warranty claims shall pass to the new owner together with the ownership of the device, provided that the seller or the new owner notifies HMC Europe GmbH of the change of ownership in an appropriate form.
Claims arising from a warranty case become time-barred six months after the occurrence of damage, but no later than the expiry of the warranty period.

We are happy to assist you!

Consulting and Sales

+49 8633 50520 0
+49 8633 50520 99
info@hmc-europe.com

Customer Service and Support

+49 8633 50520 70
+49 8633 50520 99
service@hmc-europe.com