General sales terms and conditions
1. Scope
1. These General Sales Conditions apply to any and all business dealings between Hanwha Vacuum Technology (Wuxi) Co., Ltd. (hereinafter referred to as "HANVAC GmbH") and customers, even if not mentioned in subsequent contracts. These general sales conditions also apply to engaging in work and providing services. If engaged in work, accept work instead of receiving delivery; If it is a service, accept the service instead of receiving delivery.
2. Any terms and conditions of the customer that contradict, exceed or deviate from these General Sales Conditions shall not become the subject of the contract, unless Hanwa agrees in writing to their applicability. In the event that Hanwa becomes aware that the customer has conflicting, additional, or deviating terms and conditions but still has no conditions to deliver to the customer, these General Sales Conditions shall also apply.
3. Any agreement between Hanwa and the customer based on terms other than or deviating from these General Sales Conditions, with the purpose of implementing the contract, shall be specified in writing in the corresponding contract. This applies to waiving this written form requirement.
4. The rights enjoyed by Hanwa under legal provisions or other agreements but not mentioned in these General Sales Conditions shall not be affected.
2. Conclusion of contract
1. The quotation made by HANVAC GmbH is subject to change and is not binding.
2. The illustrations, drawings, weights and dimensions, weight statements, measurement results and quantities, and any other product descriptions contained in the quotation documents are only approximate references, unless they are explicitly stated to be binding. It does not constitute an agreement or guarantee regarding product characteristics or durability.
3. HANVAC GmbH reserves the ownership, copyright, and any other property rights of all quotation documents. Such documents shall not be provided to third parties.
4. The order shall not be binding until HANVAC GmbH confirms the order in writing via official email, or until HANVAC GmbH fulfills the order, or especially until HANVAC GmbH fulfills the order through product shipment. Any order confirmation processed through the use of automated devices, unsigned or unnamed, is considered a written order confirmation. If the order confirmation contains obvious errors, spelling errors, or calculation errors, HANVAC GmbH is not bound by them.
5. Only when both parties have signed a relevant written agreement in advance, HANVAC GmbH's non response to customer quotations, orders, requests or other statements shall be deemed as agreement.
6. If a customer requests to initiate bankruptcy or comparable legal proceedings over their assets, or if a third party's request to initiate bankruptcy or comparable legal proceedings over customer assets is refused due to a lack of assets, HANVAC GmbH may terminate the contract in whole or in part.
3. Delivery scope
1. The delivery scope included in HANVAC GmbH's written order confirmation is authoritative. Changes to specifications or delivery scope by customers will only take effect after written confirmation by HANVAC GmbH's official email. HANVAC GmbH reserves the right to modify product design and form, provided that such changes comply with industry practices or are within DIN tolerances, or if such changes are not significant and reasonable to the customer.
2. Delivery can be made in batches. The order includes legal value-added tax of less than RMB 1000. If it needs to be shipped in batches, the customer shall bear the shipping cost from the second shipment.
In some cases, we will accept returns made within 3 months after delivery, but only if we have reached a consensus with the customer and the product is in a "as new" condition and is a HANVAC GmbH standard product. We will charge 20% of the net value of the goods as a quality inspection and re warehousing fee, but the fee is not less than RMB 100. If additional international transportation costs are incurred due to special delivery requirements from customers, HANVAC GmbH will charge the full amount based on the actual incurred costs.
4. Delivery date and delivery time
1. The delivery time and date must be agreed upon in writing by both parties and are not binding, unless HANVAC GmbH has explicitly stated in writing in advance that they are binding.
2. When HANVAC GmbH sends an order confirmation, the delivery period begins, but it is not considered to have started until the following situations occur: the customer has provided all the documents, approvals, and permits that they should have provided; All technical issues have been resolved; The down payment/full payment agreed upon by both parties has been received (depending on the order). If the delivery date is specified, the delivery date will be determined at the discretion of the customer in the following situations: if the customer fails to provide the necessary documents and approvals in a timely manner; Failure to issue permits in a timely manner; All technical issues cannot be fully resolved in a timely manner; Or if the down payment/full payment agreed upon by both parties is not paid in a timely manner (depending on the order). All delivery dates and deadlines are conditional on the timely and reasonable fulfillment of all other obligations by the customer.
3. If the product has left the factory, or if HANVAC GmbH informs the customer that the goods are ready for shipment or pickup within or before the delivery date, it shall be deemed that the delivery date or delivery date has been met. All delivery dates and delivery times will be conditional on HANVAC GmbH's appropriate self supply, unless HANVAC GmbH causes its own inappropriate self supply. In case of inappropriate self supply, HANVAC GmbH has the right to terminate the contract. If HANVAC GmbH exercises its right to terminate the contract and returns (compensates) the customer's previous performance (if any), it shall immediately notify the customer.
4. The goods and services used for performance are subject to the following conditions, namely that domestic and international regulations will not create any obstacles to performance, especially import and export control regulations, embargoes or other restrictions. Delays caused by import and export inspection or approval procedures will result in delivery not being able to proceed on the scheduled date and time. If necessary permits cannot be obtained, both parties have the right to terminate the contract.
5. If there is a delivery delay, the customer has the right to terminate the contract after a reasonable grace period has expired, which shall be agreed upon with HANVAC GmbH at the beginning of the delivery delay.
6. If HANVAC GmbH has signed a framework contract with the customer for future delivery, which includes a fixed delivery period and delivery date, and if the customer fails to receive the product in a timely manner, HANVAC GmbH has the right to deliver the product and issue an invoice after the reasonable grace period set by it expires, and terminate the contract, Or claim compensation for losses or expenses incurred (losses or expenses can only be claimed if the customer fails to collect the product in a timely manner due to their own reasons).
5. Price and Payment
1. The product prices on the official website of HANVAC GmbH are for approximate reference (□ including/□ excluding value-added tax, shipping fees, etc., which must be confirmed in writing by both parties via email). HANVAC GmbH will provide the following regular product prices based on customer quotes or contract requirements:
a. Product price includes freight and legal VAT in Chinese Mainland
b. The product price includes freight in Chinese Mainland and does not include legal VAT
c. The product price does not include freight and legal VAT in Chinese Mainland
For a single order with a total amount including tax of less than RMB 1000, HANVAC GmbH will charge the actual freight incurred by shipping the goods and the invoice issued to the customer separately.
The statutory value-added tax will be separately listed on the invoice, and the tax rate is the statutory tax rate on the date of the invoice. In case of national statutory tax changes, the tax rate must be issued in accordance with the actual legal rules. If the contract is not ultimately concluded, the customer shall bear the cost of the requested samples and the expenses incurred in preparing the samples.
2. If the order does not include a specified price agreed upon by both parties, or if the delivery date or delivery date is at least six weeks after the contract is signed, the invoice price will be the price list of HANVAC GmbH valid on the delivery date. The price list prices valid on the order date or order confirmation do not constitute a fixed price agreement. In the event of a price increase of more than 5%, the customer has the right to terminate the contract, except for non-standard products customized by the customer. At the request of HANVAC GmbH, the customer should promptly notify HANVAC GmbH whether they have exercised such termination rights. If the prices related to production are increased before the delivery date, HANVAC GmbH reserves the right to adjust the prices despite previous quotations and order confirmations.
3. Unless otherwise specified in other agreements, the net delivery price shall be paid within 10 days after the invoice date. The payment date is considered as the date on which HANVAC GmbH can process the delivery price. If the customer delays payment, they should pay late payment interest at an annual benchmark rate plus 8 percentage points. HANVAC GmbH's other claims are not affected.
4. Unless otherwise agreed in writing by both parties in advance, international orders shall be fully paid before delivery, and Article 3 above shall be invalid.
6. Risk transfer
The risk of accidental loss and damage is transferred to the customer upon delivery of the product to the carrier or departure from HANVAC GmbH's warehouse for shipping purposes. If the customer picks up the goods themselves, the risk of accidental loss and damage will be transferred to the customer at the time of notifying them that they can pick up the goods. The first and second sentences above also apply to partial deliveries and additional services provided by HANVAC GmbH (such as bearing shipping costs or installing products at customer premises).
2. If the customer breaches the contract when receiving the product, HANVAC GmbH has the right to demand compensation for the losses caused, including other additional costs. If the customer violates any other cooperation obligations, the same applies unless the breach is not caused by the customer's fault. If the customer breaches or breaches any other cooperation obligations when receiving the product, the risk of accidental loss and damage to the product shall be transferred to the customer at the latest at the time of the customer's breach. After the reasonable grace period set by HANVAC GmbH expires, it has the right to handle the product separately and supply the customer within a reasonable extension period.
3. If there is a delay in shipment, but the delay is not caused by HANVAC GmbH, the risk will be transferred to the customer upon notification that shipment is possible.
Even if there are minor defects in the delivered products, customers must still accept them. This does not affect the customer's subsequent claims for defects.
7. Defect claim
1. The premise of the customer's right to claim compensation is that they inspect the delivered products upon receipt, and also conduct appropriate inspections when handling and using samples, and promptly notify HANVAC GmbH in writing of any obvious defects, but not later than two weeks after receipt. Once hidden defects are discovered, they must be promptly notified in writing to HANVAC GmbH. When notifying HANVAC GmbH of the above-mentioned defects, the customer must provide a written description of the defects. Another prerequisite for the customer's claim regarding defects is that their planning, manufacturing, assembly, connection, installation, debugging, operation, and maintenance of the product should comply with specifications, instructions, guidelines, as well as the conditions contained in different product technical manuals, assembly instructions, installation instructions and operation manuals, design assembly guidelines, and other documents, especially to properly maintain and maintain records, Also, use recommended components.
2. When a product defect occurs, HANVAC GmbH shall decide on its own how to proceed with the performance, either by eliminating the defect or submitting a defect free product. In the subsequent performance, HANVAC GmbH shall bear all related costs, such as freight, labor, and material costs, unless such costs increase due to the delivery of the product to a location other than the delivery location. In the case described in this clause, the labor and material costs requested by the customer shall be considered as cost fees. The replaced products belong to HANVAC GmbH and should be returned to them.
3. If HANVAC GmbH has no intention or is unable to proceed with subsequent performance, the customer may, at their discretion, terminate the contract or reduce the delivery price without prejudice to any losses or cost compensation. If subsequent performance fails, or if it is unreasonable for the customer, or if there is an unreasonable delay due to HANVAC GmbH's reasons, the customer can also handle it in the same way.
4. The customer does not have the right to terminate the contract in the following situations: the customer cannot return (compensate) the received product, and (i) the reason for not being able to return is not due to the nature of the received product, or (ii) it cannot be returned due to reasons other than HANVAC GmbH, or (iii) the defect is only discovered during product processing or modification. If the product defect is not caused by HANVAC GmbH, the customer does not have the right to terminate the contract.
5. Defects caused by natural wear and tear cannot be claimed, especially for parts that are prone to natural wear and tear, or defects caused by improper operation, storage, modification, or repair of the product by customers or third parties. Defects caused by customers or technical reasons other than product defects cannot be claimed.
6. Unless a reasonable third party has actually incurred expenses, it is not acceptable for the customer to request compensation for performance losses in place of cost claims.
7. Unless otherwise agreed in writing, HANVAC GmbH does not assume any warranty liability, especially for any warranty related to quality or durability.
8. The customer's defect claim period is two years. This validity period also applies to infringement claims based on product defects. The validity period starts from the delivery of the product. The shortened delivery period does not apply to HANVAC GmbH's unlimited liability for breach of warranty, harm to life, personal safety and health, intentional or gross negligence of HANVAC GmbH, or product defects caused by HANVAC GmbH's assumption of procurement risks. If HANVAC GmbH completely rejects the defect claim, any comments made by HANVAC GmbH regarding the defect claim made by the customer shall not constitute the beginning of negotiations regarding such claim or the facts giving rise to the claim.
8. Hanwa's Responsibility
1. Within the framework of legal responsibility, HANVAC GmbH assumes full responsibility for any damage caused by its breach of warranty, or for any harm to the life, personal safety, and health of its contractual partners; The same applies to damages caused by HANVAC GmbH's intentional or gross negligence, or product defects resulting from HANVAC GmbH's assumption of procurement risks. For minor negligence, HANVAC GmbH only assumes responsibility in the event of a breach of significant responsibility, which arises from the nature of the contract and is extremely important for achieving its objectives. In the event of breach of such liability, breach of contract or impossibility of performance, HANVAC GmbH's liability shall be limited to the damages typically expected to occur within the scope of this contract. The legal liability for product defects is not affected.
2. The exclusion or limitation of HANVAC GmbH's liability also applies to the personal responsibility of HANVAC GmbH's employees, managers, representatives, and auxiliary personnel.
9. Product Responsibility
1. Customers are not allowed to change the product, especially by not changing or removing existing warnings about the risks caused by improper product operation. If this guarantee is violated, the customer shall compensate HANVAC GmbH for any and all product liability claims made by third parties, unless the defect liability is not caused by the customer's fault.
2. If HANVAC GmbH needs to recall products or issue warning notices due to product defects, customers should make every effort to support HANVAC GmbH and participate in all reasonable measures deemed reasonable and appropriate by HANVAC GmbH; Especially, customers will establish necessary customer information. Customers should bear the cost of product recalls or warning notices, unless they are not responsible for product defects and resulting losses under the Product Liability Law. HANVAC GmbH's other claims are not affected.
3. Customers should promptly notify HANVAC GmbH in writing of any and all risks related to the use of the product, as well as any potential defects of the product to their knowledge.
10. Force Majeure
1. If, due to force majeure, HANVAC GmbH is unable to fulfill its contractual obligations, especially the inability to supply products, HANVAC GmbH shall be exempt from fulfilling its contractual obligations during the duration of the force majeure and a reasonable restart period, without the need to pay compensation to the customer. If the performance of HANVAC GmbH's obligations is unreasonably hindered, or if it is temporarily impossible to perform due to uncontrollable and unforeseeable circumstances, especially strikes, measures taken by public authorities, energy shortages, inability of sub suppliers to supply or operate interruptions, national import and export inspections, HANVAC GmbH's responsibility should also be exempted. If such circumstances affect the sub supplier and result in HANVAC GmbH being unable to fulfill its responsibilities, the above applies equally. In the event that HANVAC GmbH is relieved of its supply obligation, HANVAC GmbH will refund (compensate) the customer for the performance portion that has already occurred.
2. If the aforementioned hindrance lasts for more than four months and HANVAC GmbH no longer intends to perform due to such hindrance, HANVAC GmbH has the right to terminate the contract after a reasonable grace period has expired. At the request of the customer, HANVAC GmbH will announce its choice to exercise its termination right or deliver the product within a reasonable time after the expiration of this grace period.
11. Retention of ownership
1. HANVAC GmbH reserves ownership of the delivered products until the purchase price and any and all claims against customers to which HANVAC GmbH is entitled in its business dealings are fully paid. During the retention of ownership, customers should handle the relevant products with care, especially by purchasing sufficient fire, flood, and theft insurance at their own expense based on the reset value of the products. As requested by HANVAC GmbH, customers should provide proof of insurance policies. The customer will transfer all claim rights related to such insurance to HANVAC GmbH, effective from today. If the insurance agreement does not allow such transfer, the customer hereby instructs the insurance company to only make payment to HANVAC GmbH. Any other claims of HANVAC GmbH shall not be affected.
2. Customers can only sell products that HANVAC GmbH retains ownership of in the ordinary course of business. The customer has no right to mortgage such products, transfer them as collateral, or dispose of them in a way that endangers HANVAC GmbH's ownership. If a third party seizes or interferes with the product, the customer shall promptly notify HANVAC GmbH in writing, provide all necessary information, notify the third party of HANVAC GmbH's ownership of the product, and assist HANVAC GmbH in taking all necessary measures to protect the product. If a third party is unable to repay HANVAC GmbH for any judicial and non judicial expenses incurred due to the execution of ownership, the customer shall compensate HANVAC GmbH for any losses suffered as a result, unless the customer is not responsible for the failure to fulfill its obligations.
3. The customer shall transfer all claims and any and all ancillary rights related to the resale of the product to HANVAC GmbH, effective from today, regardless of whether HANVAC GmbH retains ownership of the product for resale before or after processing. HANVAC GmbH accepts such transfer with effect from today. If such transfer is not allowed, the customer hereby instructs the third-party debtor to only make payment to HANVAC GmbH. The customer has obtained revocable authorization to collect the debt transferred to HANVAC GmbH in their own name, and the received amount should be immediately transferred to HANVAC GmbH. HANVAC GmbH may revoke the authorization given to customers to receive claims and resell for any reason, especially if the customer fails to fulfill their payment obligations to HANVAC GmbH, delays or stops payment, or if the customer initiates bankruptcy proceedings or similar debt repayment proceedings for their own assets, or if a third party's request to initiate bankruptcy or comparable legal proceedings for customer assets is refused due to a lack of assets. If the customer makes a package transfer, the rights and claims transferred to HANVAC GmbH should be clearly excluded.
4. At the request of HANVAC GmbH, the client shall promptly notify the third-party debtor of the transfer matter and provide any information and documents necessary for HANVAC GmbH to collect the debt.
5. If the customer's behavior contradicts the terms of the contract, especially if payment is delayed, HANVAC GmbH has the right to terminate the contract after the reasonable grace period set by it, without prejudice to its other rights. Customers should promptly obtain HANVAC GmbH or its authorized agents ownership of the products reserved by HANVAC GmbH and return them. After issuing formal and timely notifications, HANVAC GmbH may dispose of the relevant products separately to enforce its matured claims against customers.
6. Any treatments or modifications made by customers on products that HANVAC GmbH retains ownership of are on behalf of HANVAC GmbH. The customer's right of expectation for the product should also apply to projects that have been processed or modified. If such products are processed or modified together with other items that do not belong to HANVAC GmbH, HANVAC GmbH will have joint ownership of the new project in proportion to the value of the delivered products and the value of other items at the time of processing or modification. If the product is connected or mixed with other items that do not belong to HANVAC GmbH, causing HANVAC GmbH to lose complete ownership, the above ownership allocation also applies. The customer should keep new items for HANVAC GmbH. In all other respects, items created through processing, modification, connection, or mixing are subject to the same terms as products that HANVAC GmbH retains ownership of.
7. If the realizable value of the collateral exceeds 10% or more of the claims arising from HANVAC GmbH's business dealings with the customer, taking into account the bank's usual valuation adjustments, HANVAC GmbH shall release the collateral to which the customer is entitled at the customer's request. The valuation should be based on the invoice value of the products retained by HANVAC GmbH and the face value of the claims. HANVAC GmbH will choose which collateral to release based on specific circumstances.
8. If the goods are delivered to a country with other legal systems in place, and the retention of ownership clause mentioned above has a different effect from that in Federal Germany, the customer hereby grants HANVAC GmbH the corresponding security interest. The customer will take all other necessary measures to grant HANVAC GmbH such corresponding security interests. The customer shall provide assistance in all necessary or beneficial measures to ensure the validity and enforceability of such security interests.
12. Assembly
If our company is not only responsible for delivery but also for assembly, we should sign a separate service contract independent of delivery.
Our company's written assembly terms apply to such assembly contracts.
13. Confidentiality clause
1. Both parties guarantee to keep confidential the information they have obtained, marked as "confidential" or defined as trade secrets, for an indefinite period of time, and not to record, transfer or use such information, unless it is necessary for business transactions between both parties.
2. Through appropriate and binding agreements, both parties shall ensure that employees and agents acting on their behalf do not record, transfer or utilize such trade secrets without authorization for an indefinite period of time.
3. If one party's information is proven to have been available or known, publicly known and publicly available before the commencement of the contractual relationship, or becomes publicly known through no fault of the other party, the confidentiality obligation shall not apply. The confidentiality obligation shall be borne by the disclosing party.
14. Final clause
1. Customers must obtain prior written consent from HANVAC GmbH to transfer their rights and obligations to third parties.
2. Customers can only set off their counterclaim if there is a legal conclusion and no objection. The customer can only exercise the right of retention if the counterclaim is based on the same contractual relationship.
3. The legal relationship between the customer and HANVAC GmbH shall be governed by and interpreted in accordance with the laws of the People's Republic of China, and shall not apply to the United Nations Convention on Contracts for the International Sale of Goods (CISG).
4. The sole place for resolving any and all disputes arising from or related to the business dealings between the client and HANVAC GmbH shall be the legal location of HANVAC GmbH. HANVAC GmbH also has the right to file a lawsuit in the client's legal location or any other permitted place.
5. The place of performance of all obligations of the customer and HANVAC GmbH shall be the legal location of HANVAC GmbH.
6. If any provision of these General Terms of Sale is invalid or unenforceable in whole or in part, or becomes invalid or unenforceable in the future, or if these General Terms of Sale contain regulatory gaps, the validity of the remaining provisions shall not be affected. Replacing invalid or unenforceable provisions, valid or unenforceable provisions shall be deemed to have been agreed upon by both parties and to be as close as possible to the economic purpose of the invalid or unenforceable provision. If it is a regulatory gap, the clause should be considered as equivalent to a clause agreed upon by both parties regarding the relevant matter (if both parties had considered the matter at the time).
7. The terms and conditions stated in this General Sales Terms and Conditions are all true and valid expressions of intent by both parties, and both parties have a thorough understanding, mutual interpretation, and confirmation of the meanings of each term; Although it was ultimately produced and published by the supplier (HANVAC GmbH), the demand side (customer) has no objections and confirms it.
