General Terms and Conditions

1. General

These following General Terms and Conditions (hereinafter referred to as GTC) of HY-LINE Technology GmbH and HY-LINE Holding GmbH (jointly or individually hereinafter referred to as HY-LINE or we or us) are an integral part of all HY-LINE contracts for deliveries, services, contracts for work and services. They replace the previously valid version of our GTCs with immediate effect for all new contracts and offers from the beginning of their validity. These GTC are not addressed to consumers within the meaning of Section 13 of the German Civil Code (BGB), but exclusively to customers who are defined in accordance with these GTC as natural or legal persons or partnerships with legal capacity pursuant to Section 14 BGB, associations, groups of persons and associations, freelance professional groups, in particular pursuant to Section 18 EStG, other traders under German and foreign law, comparable foreign forms of companies, as well as public corporations, authorities and institutions, insofar as the aforementioned customers enter into or wish to enter into contracts with HY-LINE in a private law capacity. The term Customer also includes potential Customers who submit inquiries to HY-LINE or request quotations.

In the context of ongoing business relations, these GTC shall be deemed agreed in advance also for all future contracts. Individual agreements shall take precedence over these GTC, but shall require HY-LINE's express written confirmation in order to be effective. These GTC shall apply exclusively. Any deviating, conflicting or supplementary general terms and conditions of business, sale, purchase or other standardized terms and conditions of the contractual partner or customer (hereinafter jointly referred to as “GTC”) shall only become part of the contract if and to the extent that HY-LINE has expressly agreed to their validity in writing. This requirement of consent shall also apply if HY-LINE accepts the services or payments of the Contractual Partner or Client without reservation or does not expressly object to the KAGB in full knowledge of the KAGB. The KAGB shall not be binding on us insofar as their provisions do not coincide with the provisions of these GTC.

2. Offers and orders 

Our offers are generally non-binding, in particular with regard to price, quantity, product

quantity, product, goods, service, work contract performance, delivery period and delivery possibility. However, we shall check the customer's orders, offers or purchase orders immediately after receipt and shall inform the customer of any changes to our offers. The contracts or orders placed with us are only accepted once we have confirmed them in writing.

3. Prices 

All prices quoted are net prices plus freight, packaging and ancillary costs. The applicable statutory value added tax will be charged additionally.

In the event of significant changes in the factors determining the price, we reserve the right to adjust the price accordingly if there is a period of more than 4 months between the order confirmation and the agreed delivery. This shall also apply if goods are purchased on call and the call is made more than 4 months after the conclusion of the contract. Any rights of withdrawal remain unaffected.

4. Deliveries and delivery periods 

HY-LINE shall endeavor to meet the delivery dates communicated as probable. However, as we are dependent on the punctual delivery of third parties, we cannot assume any liability for compliance with the deadlines. In the event of any delays in delivery, we must be granted a reasonable grace period of at least 3 weeks. If the grace period expires without success, the contractual partner may withdraw from the contract. Compensation for damages due to non-fulfillment is also excluded after expiry of the deadline, unless otherwise stated in Section 9. Partial deliveries are permissible. HY-LINE shall be entitled to withdraw from the contract if the goods or products to be delivered according to the contract are no longer available on the market. The above shall also apply to services and contracts for work if the necessary bases, materials or prerequisites for the provision of such services or contracts for work are no longer available on the market. Deviations of the delivered goods from the offer documents are permissible as long as they are due to technical reasons and do not constitute a material deviation from the subject matter of the contract. If replacement products are to be classified as technically higher-specified goods, HY-LINE shall be entitled to adjust the price in line with the market at its reasonable discretion. The price increase shall be communicated to the Customer in writing in advance. If the Customer does not object in writing within a period of 7 days, the adjusted price shall be deemed approved. Otherwise, the customer is entitled to withdraw from the contract. Claims for damages due to non-fulfillment are excluded.

The delivery period shall be reasonably extended - even within a delay - in the event of force majeure and all unforeseen obstacles occurring after the conclusion of the contract, provided HY-LINE is not responsible for such obstacles and such obstacles demonstrably have a significant influence on the delivery of the sold item or on the performance of the agreed service or contractual work. Force majeure shall include in particular, but not exclusively, unavoidable events such as natural disasters of any kind, in particular storms, earthquakes, floods, volcanic eruptions, but also fire, traffic accidents, hostage-taking, war, riots, civil war, revolution, terrorism, sabotage, strikes, border closures, pandemic/epidemic, problems and delays in the supply chain (in particular in the event of delays in delivery by suppliers and/or service providers), restricted or delayed availability of purchased materials, purchased products, components or services, public transport strikes that affect freight transportation, etc. This shall also apply if the circumstances occur at HY-LINE's suppliers or service providers or their sub-suppliers or sub-service providers. HY-LINE shall inform the Customer immediately of the beginning and end of such hindrances. The Customer may request HY-LINE to declare whether HY-LINE intends to withdraw from the contract or to deliver within a reasonable period of time or to perform the service or work under the contract. If HY-LINE does not declare its intention immediately, the Customer may withdraw from the contract. In this case, any services already rendered by the contracting parties shall be reimbursed.

Any further claims of the Customer are excluded.

5. Shipment 

If the goods are dispatched to the customer at the customer's request, the risk of accidental loss or deterioration of the goods shall pass to the customer upon dispatch of the goods to the customer, at the latest, however, upon leaving HY-LINE's business premises. This shall also apply if freight or packaging-free delivery has been agreed. The transportation of all consignments - including any returns - shall be exclusively at the Customer's risk.

6. Acceptance, compensation 

The customer undertakes to accept the delivered goods and to check the contractual quality of the deliveries in accordance with the statutory provisions, in particular §377 HGB (German Commercial Code). In addition, reference is made to Section 9 of these GTC. If the Customer refuses to accept the goods without justification, HY-LINE may grant the Customer a grace period of 14 days in writing. If the Customer refuses acceptance after expiry of the grace period set or expressly declares beforehand that he does not wish to accept the goods, HY-LINE may rescind the contract and claim damages for non-performance. This shall also apply to the obligation to accept services and work under a contract for work and services. The Customer undertakes to accept the services rendered and the contractual work in accordance with the contractual agreements. If the Customer refuses to accept the services or contractual work without justification, HY-LINE shall be entitled to set a grace period and to claim damages for non-performance, as well as to rescind the contract.

In such cases, HY-LINE shall be entitled to claim 30% of the net value of the goods or services or contractual work performance as compensation, without prejudice to the possibility of claiming higher actual damages. In this case, proof of damage is not required.  The amount of damages shall be higher if HY-LINE proves that the damage is higher. The Customer expressly reserves the right to prove that no damage has occurred or that the damage is significantly lower than the lump sum. The above provision shall apply accordingly if the Customer withdraws from the contract without justification.

7. Payment 

Unless otherwise agreed in writing, HY-LINE's invoices shall be payable net cash within 10 days of the invoice date, without deduction of postage and other expenses. In case of agreed partial deliveries from an order, the invoice amount shall be due for payment after invoicing in accordance with these GTC. Checks shall only be accepted on account of performance and subject to redemption. Retention of title and extended retention of title pursuant to Section 8 of these GTC shall continue to apply until the check amount has been irrevocably credited to us. 

HY-LINE shall have the right to assign its claims against the customer to a third party. If the term of payment is exceeded, we shall be entitled to charge interest on arrears in the amount of nine percentage points above the respective base interest rate p.a. without setting a further deadline. We reserve the right to claim higher damages for default. If the customer is in default of payment with a claim, all other claims against the customer can be made due with immediate effect. 

Offsetting against our claims is only permitted with undisputed or legally established counterclaims. Payments shall be made exclusively to the accounts specified by us. Cash payments are not permitted without HY-LINE's consent. Any bank or transfer fees incurred during the payment process until the payment has been credited in full to our account shall be borne by the Customer.

HY-LINE shall be entitled to demand advance payment or cash on delivery for first-time orders or if a credit check has not yet been carried out. This shall also apply if the Customer is in default with his obligation to perform under this or any other order. In this case HY-LINE shall also be entitled to withhold further deliveries or to make them dependent on the provision of security. If the Customer fails to comply with these requirements, HY-LINE shall be entitled to set a grace period of 2 weeks by written notice and, after its fruitless expiry, to claim damages for non-performance according to Section 6 of the GTC instead of performance.

The Customer shall bear all fees, costs and expenses incurred in connection with any successful legal action against him.

8. Retention of title 

We reserve title to our delivery items, which may only be sold in the ordinary course of business, until all claims arising from the business relationship have been paid in full.  In the event of resale, the Customer hereby assigns to HY-LINE its claims against third parties arising from the sale of the goods subject to retention of title in the amount of the invoice price of the resold goods. HY-LINE accepts the assignment on account of performance. The Customer is entitled - until revoked - to collect the claim on behalf of HY-LINE. The Customer shall be obliged to keep the amount separately and to pay it to HY-LINE immediately.

If the Customer processes the delivered goods in the context of newly manufactured products, it is agreed that HY-LINE shall acquire co-ownership of the new item in the proportion corresponding to the value of the delivered goods to the value of the newly manufactured product. The Customer shall store the item free of charge for HY-LINE. HY-LINE shall be entitled at any time to demand the granting of direct possession or co-ownership of the newly created product.  If the Customer sells the newly created product co-owned by HY-LINE to a third party, the Customer shall assign to HY-LINE its claim for payment vis-à-vis the third party, pro rata in the amount of its obligation towards HY-LINE, with first priority. 

HY-LINE shall be entitled to notify the respective third party of the assignment.

When services are provided, it is agreed that the rights of use to the service provided shall not be transferred to the Customer until the agreed remuneration has been paid in full. All rights of use shall remain with HY-LINE until full payment has been made. The Customer shall be granted the right to use the service exclusively for the contractually agreed purposes. Any other use requires the express written consent of HY-LINE.

Until the agreed remuneration has been paid in full, the Customer shall not be entitled to reproduce, distribute or make available to third parties the service provided without HY-LINE's consent, insofar as this is generally permissible for the respective service.

9. Warranty 

All products and goods supplied by HY-LINE are manufactured by third parties or contain assemblies, raw materials or components manufactured or supplied by third parties. The performance specifications for the products, goods and finished products are provided by the manufacturers or third parties. Within the scope of customary commercial practice, these technical specifications are to be regarded as approximate and do not constitute quality specifications. 

Claims for defects in goods and products delivered by HY-LINE shall become time-barred 12 months after delivery to the customer.  Claims for defects in services and performances under a contract for work and services shall become time-barred 12 months after delivery of the work or provision of the service to the Customer. Our consent must be obtained prior to any return of the goods.

The customer must inspect the goods immediately upon receipt or delivery in accordance with the statutory provisions, in particular § 377 of the German Commercial Code (HGB). Complaints regarding quantity and type as well as complaints regarding parts with externally recognizable defects can only be considered if they are reported in writing immediately after receipt of the goods. Other defects must be reported in writing immediately, at the latest within 7 days of their discovery. The omission or late notification of complaints or defects shall result in the exclusion of further warranty claims.  For services and contracts for work and services, the aforementioned provisions regarding acceptance and inspection, as well as the consequences and conditions specified therein, shall apply analogously. A contract for work shall be deemed to have been received or delivered upon delivery of the work and a service upon its provision in accordance with the above provision.

In the event of justified complaints, the Customer shall be entitled, at HY-LINE's option, to rectification of defects or replacement delivery. If this is not possible within a reasonable period of time, the customer shall have the right to demand a reduction of the remuneration or to withdraw from the contract. Claims of the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labor and material costs, are excluded if these expenses increase due to the fact that the goods, work or services delivered by us have subsequently been moved to a location other than the customer's branch office, unless the relocation corresponds to their intended use. Damage caused by natural wear and tear and ageing, chemical, mechanical or electrolytic influences, inadequate maintenance, disregard of operating and installation instructions or other reasons for which the supplier is not responsible are excluded from the warranty.

The warranty shall also expire if the goods are modified, if they are used contrary to the technical labeling and if the goods are not returned to us within a reasonable period set for the customer to return them. The customer shall bear the risk of damage if the goods are returned without proper packaging. Before installing or using the delivered goods, works or services in devices or other items, the customer must check that the goods, works and services are free of defects. No warranty is given for the usability of the delivered goods, works or services for the purpose intended by the Customer.  HY-LINE's liability for damage to property shall be limited to the foreseeable, typically occurring damage, in any case to the amount of € 1.5 million (liability insurance sum).

10. Liability clause

Claims for damages against us can only be asserted in the event of intent or gross negligence on our part, on the part of our legal representatives or vicarious agents. We shall only be liable for slight negligence if material contractual obligations have been breached. In this case, we shall only be liable for the foreseeable damage typical of the contract. Our liability under the applicable product liability laws and for damages resulting from injury to life, limb or health shall remain unaffected.

11. Place of fulfillment and jurisdiction

The place of performance for delivery and payment is Unterhaching near Munich. Munich is agreed as the place of jurisdiction for all disputes arising in connection with the contractual relationship, provided that the customer is a merchant. The law of the Federal Republic of Germany shall apply exclusively. The application of uniform sales law, in particular the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG), is expressly excluded.

12. Other provisions

Should individual contractual provisions be or become invalid, this shall not affect the validity of the remaining provisions. Ineffective provisions shall be replaced by such provisions that come as close as possible to the intended economic purpose, insofar as legally possible.

The Customer may assign rights against HY-LINE to third parties only with prior written consent, unless the assignment concerns a monetary claim which has been recognized by HY-LINE in writing or which has been legally established. 

In accordance with the Federal Data Protection Act, we would like to point out that we store data and process it using EDP. This shall be deemed notification pursuant to Section 33 (1) BDSG.

13. Additional conditions for re-export

The delivered goods are subject to German and - if they were manufactured in the USA - American export controls and embargo regulations. Re-export from the EU is only permitted with the approval of the Federal Office of Economics and Export Control. In addition, all products from US manufacturers require special authorization from the responsible US authority for export from the EU. Information on this can be obtained from the trade departments of the US consulates and the Federal Office of Economics and Export Control. 

The customer is responsible for compliance with the relevant regulations up to the end user and consumer.

Please note!
The German version is the only binding version. This English language version is a purely informative translation without liability for the quality of the translation.

1. Validity

These General Terms and Conditions of HY-LINE AG, Hochstrasse 355, CH-8200 Schaffhausen, registration number 02030242310 (hereinafter also referred to as HY-LINE or Supplier) shall apply if the parties expressly declare them to be applicable in the contract, in the offer or in the order confirmation or have tacitly accepted them. Amendments and collateral agreements shall only be effective if HY-LINE confirms them in writing.

These Terms and Conditions shall apply exclusively. Any deviating, conflicting or supplementary general terms and conditions of business, sale or purchase of the contractual partner or customer (hereinafter jointly referred to as “GTC”) are hereby expressly excluded and shall only become part of the contract if and to the extent that HY-LINE has expressly agreed to their validity in writing. The Terms and Conditions shall also apply if HY-LINE unconditionally executes or accepts the delivery of the purchased Products and/or Services in the knowledge of conflicting or deviating KAGB. A customer is any company, freelance person or group of persons, such as sole proprietorships, companies, legal entities, corporations, cooperatives, associations, freelance persons or the like, that concludes or wishes to conclude a contract with HY-LINE in the exercise of its commercial, entrepreneurial or independent professional activity. The term Customer also includes potential customers who submit inquiries to HY-LINE or request quotations.

Individual deviating agreements with the customer or contractual partner shall take precedence over these Terms and Conditions, but shall only apply to the specific contract and not to other agreements, unless this has been expressly confirmed in writing by HY-LINE.

These Terms and Conditions supersede all previous terms and conditions of HY-LINE.

HY-LINE or the Customer shall hereinafter also be referred to individually as party or jointly as parties.

2. Order, conclusion of contract and scope of the contract

Orders of the Customer shall be placed in writing or in electronic text form. Orders shall only become binding for HY-LINE upon HY-LINE's order confirmation in writing or in electronic text form (hereinafter referred to as “Order Confirmation”). The content of the contract, including the attached application and operating instructions as well as the technical data sheets, shall be governed solely by HY-LINE's Order Confirmation.

Services that are not expressly warranted in the order confirmation, such as documentation, programming, customizing, installation, commissioning, training and application support, are not part of the contract.

Prices, price lists, illustrations, service descriptions, information and data on the homepage or in catalogs are for information purposes only, are not binding on HY-LINE and may be changed by HY-LINE at its sole discretion, unless they are expressly designated as binding by HY-LINE in the order confirmation.

Orders cannot be canceled. Any change to an order requested by the Customer requires a new order confirmation by HY-LINE. Otherwise the original order confirmation shall remain valid. Change requests may lead to a change in the offer prices and delivery periods as well as to compensation for products already manufactured/assembled and materials already purchased.

3. Delivery and delivery date

The supplier shall deliver the products in the standard version, software in its machine-readable form according to the version valid at the time of delivery. The date according to the order confirmation shall be decisive. Compliance with HY-LINE's delivery obligation is subject to the timely and complete fulfillment of the Customer's obligations.

The delivery period shall be extended appropriately if the Customer fails to complete official formalities or to provide any securities, or if HY-LINE receives important technical specifications only after the order confirmation.

HY-LINE shall be entitled to make partial deliveries.

If HY-LINE manufactures the products in whole or in part in a special design for the customer, HY-LINE's work shall be based on the performance specification, in which the customer shall specify, among other things, under which conditions which result is to be achieved.

The delivery date shall be deemed to have been met if HY-LINE has handed over the ordered Products on site in accordance with the applicable INCOTERMS (see below).

If the Customer is in default of acceptance, fails to cooperate or if HY-LINE's delivery is delayed for other reasons for which the Customer is responsible, HY-LINE shall be entitled to claim compensation for the resulting damage including additional expenses (e.g. storage costs). The statutory provisions on default of acceptance shall apply without restriction. In this case, the risk shall pass to the Customer at the time when the Products are deemed delivered in accordance with the applicable Incoterms. In addition, HY-LINE shall be entitled to withhold performance under other contracts already concluded or to rescind such contracts.

4. INCOTERMS

Unless a specific place of performance has been agreed between the parties, delivery by HY-LINE to the Customer shall be made in accordance with FCA (Fee Carrier/Free Carrier) at the registered office of HY-LINE, Hochstrasse 355, 8200 Schaffhausen, Switzerland (INCOTERMS 2020), which shall also be the place of performance for any subsequent performance. Unless otherwise agreed between the parties, HY-LINE shall be entitled to determine the packaging itself. Special requests regarding packaging, shipment and insurance shall be communicated to HY-LINE in due time and may affect the price. Any expenses in this respect shall be borne by the Customer.

If the Supplier provides services at another location, the Customer shall reimburse the travel and accommodation expenses.

5. Delay in delivery

Non-compliance with the delivery date by HY-LINE shall only entitle the Customer to rescind the contract if the delivery has not been made after a written reminder by the Customer and after expiry of a reasonable grace period set in the individual case and the Customer declares rescission within three days.

In the event of force majeure, HY-LINE shall be entitled to a reasonable extension of the agreed delivery dates. Unavoidable events such as natural disasters of any kind, in particular storms, earthquakes, floods, volcanic eruptions, but also fire, traffic accidents, hostage-taking, war, riots, civil war, revolution, terrorism, sabotage, strikes, border closures, pandemics/epidemics, etc. shall be deemed force majeure. If the force majeure lasts longer than 6 (six) months, either party may withdraw from the corresponding contract without liability and with immediate effect.

If HY-LINE is prevented from fulfilling its obligations due to the occurrence of other circumstances beyond its control, such as delays in the delivery of essential raw materials due to their shortage for any reason whatsoever, problems in the supply chain (in particular in the event of delays in delivery by suppliers and/or service providers), shortage of procurement materials and products or components, or strikes in public transportation affecting freight transport, which HY-LINE was unable to avert despite reasonable care in the circumstances of the case, these circumstances shall also be deemed force majeure and the delivery period shall be extended accordingly, unless the delivery or service becomes permanently impossible and/or the mutual contract is frustrated as a result. In such cases, the delivery period may be extended by a maximum of 8 (eight) weeks. After expiry of this extension, both HY-LINE and the Customer may withdraw from the contract without the other party being entitled to claim damages. The Customer shall only be entitled to compensation for damages caused by delay if he can prove intent or gross negligence on the part of HY-LINE, but not exceeding twenty percent of the value of the delayed delivery. Further claims arising from delays in delivery are excluded.

6. Software and know-how

The customer may use the software, work results, know-how, data carriers and documentation provided to the intended extent, but may not pass them on to third parties. The ownership thereof and the right to further use shall remain with the Supplier, its licensors or sources of supply, even if the Customer or the Customer's downstream purchasers or users subsequently modify software programs or know-how records.

Any extension or modification of the software by the customer or the customer's downstream purchasers or users requires the written consent of the supplier. Extensions, modifications or the deletion of software or firmware by the Customer or the Customer's downstream buyers or users shall release HY-LINE from liability for warranty, guarantee, damages, consequential damages or product liability, to the extent permitted by law and possible, even if HY-LINE has consented to them. If an exemption from liability towards third parties is not possible, the Customer shall indemnify HY-LINE financially in the event of a breach of this agreement against the costs and expenses incurred by HY-LINE in connection with the liability.

Ownership and the right to further use shall remain with the Supplier or its licensors or sources of supply, even if the Customer or the Customer's downstream purchasers or users subsequently modify the computer programs, work results or know-how records.

The customer or the customer's downstream purchasers or users may make a maximum of three copies of the software for security and archiving purposes. A larger number of copies or use for other purposes requires the express consent of the Supplier.

The customer or the customer's downstream purchasers or users must affix the same property right notices to all modifications and copies as to the original.

The customer or the customer's downstream buyers or users shall take the necessary measures to protect computer programs, work results and documentation from unwanted access or misuse by unauthorized persons.

The Customer shall agree with its downstream purchasers or users to comply with the terms and conditions set forth herein in the Terms and Conditions and shall ensure that these terms and conditions are disclosed to and acknowledged by the downstream purchasers or users. The Customer shall be liable to HY-LINE for this.

7. Documentation

The Customer shall be entitled to one copy of the user documentation in the Supplier's usual version, if available to HY-LINE. Additional copies or documentation in languages not already available may be invoiced separately by the Supplier.

Deviations in the documentation, namely in descriptions and illustrations, are permitted, provided that the documents fulfill their purpose.

8. Confidentiality

Neither party shall disclose to third parties any information from the other party's business which is neither generally accessible nor generally known and shall make every effort to prevent third parties from gaining access to such information. On the other hand, each party may continue to use knowledge that it acquires in the course of its business activities.

The parties shall also impose this obligation on their employees, staff, agents, vicarious agents, customers, suppliers, buyers and consultants.

The aforementioned obligation of confidentiality shall also apply beyond the termination of the contractual relationship.

Tools, molds, models, samples, materials, parts, plans, drafts, drawings, data carriers, process descriptions, calculations, conditions, economic conditions, prices and other documents or information that HY-LINE makes available to the Customer for or in the context of the performance of the sale, delivery or service shall remain the property of HY-LINE.

9. Information obligation of the customer

The customer must inform the supplier in good time of any special technical requirements and of the statutory, official and other regulations at the place of destination, insofar as they are of significance for the execution and use of the products.

10. Acceptance and notification of defects

Unless a special acceptance procedure has been agreed, the customer must inspect the products within 5 (five) working days of receipt and notify any defects in writing without delay, stating the exact circumstances and nature of the defect notified.

If defects become apparent later within the guarantee or warranty period which could not have been discovered even with careful inspection (hidden defects), the customer must notify the supplier of these in writing immediately, but at the latest within 48 (forty-eight) hours of discovery.

If the Customer fails to properly inspect the goods and/or give notice of defects within the aforementioned period, liability for the defect not notified or not notified in time or not properly notified shall be excluded and the Customer's claim shall be forfeited. Claims of the Customer in respect of delivered products shall also be forfeited if the defects were caused by improper handling, use, storage or handling of the products by the Customer or other parties, if the Customer prevented HY-LINE from inspecting the products for defects or if the products were processed or mixed and cannot be identified as originating from HY-LINE.

11. Warranty

HY-LINE warrants that its products are free from defects in material, design, workmanship and manufacture. If a product is defective, HY-LINE shall repair or replace the delivery of defective products at HY-LINE's discretion, to the exclusion of any further statutory claims. In case of warranty for warranted characteristics, HY-LINE may, at its option, reduce the purchase price appropriately or rescind the contract if the defect is so serious that it cannot be remedied within a reasonable period of time or if the rectification of the defect would be too costly for HY-LINE. In the event of a replacement delivery, the Customer shall return the defective products to HY-LINE upon HY-LINE's request. The products delivered by HY-LINE may not be returned without HY-LINE's prior written consent. Unless otherwise specified or agreed between the parties, the return shipment shall always be at the expense and risk of the Customer. Subsequent performance does not include the uninstallation of the defective products or the reinstallation.

If there is actually no defect upon inspection, HY-LINE may claim compensation for the costs incurred due to the unjustified request for subsequent performance.

HY-LINE shall be liable for warranted characteristics which are expressly designated as such in the written order confirmation. HY-LINE shall not assume any warranty if the Customer has made improper modifications, installations, maintenance, operating errors, normal wear and tear or repairs (e.g. non-use of original spare parts) to the delivered products, has disregarded HY-LINE's instructions for use or has caused transportation damage. The warranty does not extend to cosmetic defects that do not impair the functionality of the products. Any further warranty, including liability for auxiliary persons or consequential damages, indirect damages or punitive damages, is excluded. The regulation according to Art. 199 of the Swiss Code of Obligations remains reserved.

Unless otherwise provided for in these Terms and Conditions, including the following provisions, HY-LINE shall only be liable for damages in cases of intent and gross negligence. The Customer may only rescind or terminate the contract due to a breach of duty that does not consist of a defect if HY-LINE is responsible for the breach of duty. An unrestricted right of the Customer to rescind the contract is excluded.

Claims for material defects do not exist in the case of wear and tear due to normal use, in the case of spare parts and such assemblies and parts that have to be replaced regularly, or if the defect or damage has arisen because the Customer has not notified a defect in due time or the products have been improperly handled or overused. Insofar as HY-LINE's liability is limited or excluded, this shall also apply to the liability of our employees, representatives and other vicarious agents.

Warranty rights and remedies may not be assigned to third parties without HY-LINE's prior written consent.

Warranty claims shall expire 12 months after delivery of the products (cf. INCOTERMS). In the case of partial deliveries, the aforementioned period shall run individually.

The Supplier shall provide the warranty at its discretion either at its premises or at the Customer's premises, who shall grant the Supplier free access. Dismantling and assembly, transportation, packaging, travel and accommodation costs shall be borne by the customer. Replaced parts shall become the property of the Supplier.

Warranty and limitation periods shall not be interrupted by the acknowledgement or rectification of a defect, unless otherwise stipulated by mandatory statutory provisions.

12. Limitation of liability

HY-LINE's liability under the sales and delivery contracts shall be limited to the fulfillment of the contractual obligations and shall in any case be limited to compensation for direct damages. Any other liability, in particular for indirect damages, punitive damages and consequential damages, loss of profit, loss of revenue, loss of data and loss of use, is hereby expressly excluded to the extent permitted by law. In no event shall HY-LINE's liability exceed the value stated in the order confirmation.

Liability for slight negligence is excluded.

HY-LINE's liability towards the Customer for any legal reason (purchase and delivery contract, general terms and conditions, tort, etc.) shall be limited to 10% of the purchase price paid by the Customer.

If the actions or omissions of the Customer or its vicarious agents cause injury to persons, damage to property of third parties (including end customers) or other damage and HY-LINE is held liable for this reason, HY-LINE shall have a right of recourse against the Customer. The Customer shall indemnify HY-LINE in full, and HY-LINE shall provide the Customer with copies of the relevant documents.

13. Prices, terms of payment and retention of title

Unless otherwise stated, prices are quoted in Swiss francs excluding VAT, fees, charges, customs duties, transportation, packaging, insurance, installation, commissioning, training and application support. They are due for payment net within fourteen days of invoicing. The payment deadlines must also be met if the transportation or delivery of the products is delayed or prevented by force majeure, if minor parts are missing or if rework is to be carried out without the customer being prevented from using the products.

The customer may only offset counterclaims, even if they arise from the same contract or its avoidance, with the written consent of the supplier or if a legally binding court judgment exists.

If the customer does not meet the payment deadlines, he must pay default interest of 8% from the due date without a reminder. The Customer may not withhold payments due to complaints.

In addition, HY-LINE shall be entitled to withhold performance under other contracts already concluded or to rescind such contracts until the Customer has provided sufficient security or advance payment in an amount determined by HY-LINE. Any agreed discounts and/or rebates may not be claimed if the Customer is in arrears with the payment of another invoice. HY-LINE shall also have the right to unilaterally shorten payment periods.

The delivered and undelivered Products shall remain the property of HY-LINE until full payment and settlement of all claims arising from the business relationship, including any claims yet to arise. HY-LINE shall be entitled to have the retention of title to the products delivered to the Customer entered in the relevant register without any further involvement of the Customer. The Customer shall immediately notify HY-LINE in writing if an application for the opening of insolvency proceedings or an attachment of the Customer's assets is filed or if third parties seize the products belonging to HY-LINE. The products subject to retention of title may not be pledged to third parties or assigned as security before full payment of the secured claims.

14. Export

The customer is responsible for compliance with domestic and foreign export regulations.

15. Resale

Unless otherwise agreed by the parties, these Terms and Conditions or the nature of the transaction, the customer may resell the products modified or unchanged.

If the customer resells the products, he must ensure that all obligations arising from software licenses, confidentiality and any reservations of approval for re-export are transferred to the respective purchaser.

16. Data protection

The Parties shall comply with the statutory data protection provisions. HY-LINE processes personal data in accordance with its privacy policy, which is currently available at the following link: https://www.hy-line-group.com/ch-en/privacy-policy

17. Intellectual property

Drawings, technical documents, models, templates, samples, drafts, designs, etc. as well as all registered and unregistered intellectual property rights in connection with HY-LINE's products shall remain the sole property of HY-LINE and its affiliated companies. The Customer is not permitted to use, reproduce or pass on to third parties drawings, samples, drafts, designs, etc. for purposes other than those for which they were handed over to him without HY-LINE's prior written consent.

If HY-LINE manufactures products according to drawings, technical documents, models or templates provided to HY-LINE by the Customer, HY-LINE shall not assume any responsibility for the infringement of third-party property rights and any resulting claims. The Customer shall fully indemnify HY-LINE against any third-party claims.

18. Choice of law and place of jurisdiction

This legal relationship shall be governed by Swiss law to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

19. Place of jurisdiction

The exclusive place of jurisdiction shall be HY-LINE's registered office in Switzerland. However, HY-LINE may also bring an action before the court at the Customer's domicile.

Please note!
The German version is the only binding version. This English language version is a purely informative translation without liability for the quality of the translation.