General terms and conditions of HURCO Werkzeugmaschinen GmbH

(01.03.2023)

1.1 Deliveries, services, and quotations from HURCO Werkzeugmaschinen GmbH (hereinafter referred to as "HURCO") are based exclusively on the following general terms and conditions. They shall apply to all future business relations without any need for further express agreement hereto.

1.2 General terms and conditions of the Customer will not apply – even if the Customer refers to them in its order and HURCO does not object to them.

1.3 Commitments, subsidiary agreements as well as changes and amendments must be made in writing to be legally effective. Provided that a written form is not required by law, then an e-mail shall also suffice. This also applies to changing the written form requirement. Legally-relevant declarations and notifications made by the Customer relating to the contract (e.g. setting a deadline, defect complaint) shall be made in written or text form provided that there are no more stringent legal formal requirements.

2.1 Quotations and cost estimates from HURCO are subject to change and non-binding. A contract shall only be concluded when a written order confirmation is issued by HURCO, via fax or e-mail, at the latest with the acceptance of the delivery by the Customer and/or the service by HURCO. In the later case, the invoice shall also act as an order confirmation.

2.2 The content and scope of the deliveries and services owed by HURCO result exclusively from the order confirmation from HURCO.

3.1 Delivery and service schedules are non-binding unless otherwise expressly agreed in writing and do not begin before clarification of all technical order details, the fulfillment of the Customer’s obligation to cooperate, in particular the timely receipt of all orders, documents, investigations, releases to be provided by the Customer, and the observance of the agreed payment conditions by the Customer. If these requirements are not fulfilled in a timely and proper manner, the delivery deadlines shall be extended appropriately. If there is an order change, the delivery deadline shall start anew from the moment that HURCO confirms the change.

3.2 In any case, HURCO shall be behind schedule only if the delay is the fault of HURCO and the Customer has unsuccessfully set a reasonable grace period for HURCO (a minimum of six weeks). An agreed delivery deadline is considered to be satisfied if the contract object has left the factory before the deadline expires or the readiness for shipment has been conveyed to the Customer and/or it is currently being shipped by sea.

3.3 Delivery and service schedules are extended for HURCO in an appropriate manner if there are disruptions due to cases of force majeure and other hindrances for which HURCO is not responsible, such as disruptions in self-delivery by suppliers, lockouts, operational breakdowns, terrorist acts, war, epidemics and pandemics, floods, earthquakes and other natural events, import and export restrictions, strikes – even those affecting the upstream supplier, etc. HURCO reserves the right to cancel the contract if these events cause delivery and service delays longer than six weeks.

3.4 In the case of minor negligence, a claim by the Customer for damages due to a delivery and service delay are excluded. Provided that the delivery and service delay is not the result of an intentional breach of contract by HURCO, the liability shall be limited to the predictable, characteristically occurring damage; however, this is limited to at most 5% of the delivery value affected by the delivery delay.

3.5 If the Customer delays in accepting the deliveries or services provided by HURCO or fails to comply with the incumbent cooperation, the Customer is obligated to compensate for the damage or the accrued additional expenses caused by the delay or lack of cooperation.

3.6 The goods shall be deemed to be delivered after the shipment is reported to be ready for shipment by the deadline, even if not taken immediately. In this case, HURCO is authorized to store the goods at the Customer’s expense and charge storage fees in the amount of 0.5% of the net purchase price of the objects of delivery for each concerned month; however, this cannot exceed the maximum of 5% of the net purchase price of the objects of delivery. However, evidence of higher or lower storage costs may be provided by the contract parties. The right to raise further claims on account of a delayed acceptance shall remain unaffected hereby.

3.7 HURCO is authorized to send partial deliveries and corresponding invoices provided that this is acceptable to the Customer. Partial deliveries are acceptable if (i) the partial delivery can be used by the Customer within the scope of the contractual stipulation of purpose, (ii) the delivery of the remaining ordered goods is ensured and (iii) this does not constitute considerable additional effort or additional costs to the Customer (unless HURCO declares itself prepared to assume these cost).

3.8 The obligation of HURCO to deliver the contractual products, however, is only due when any required official legal approvals are available, in particular those from the German Federal Export Office (BAFA) and the US Department of Commerce (Office of Export Administration). The Customer is obligated to cooperate in any respective approval process and to provide all requested and requited documentation for the export.

3.9 If the Customer intends to lease or rent the object of purchase, HURCO is not obligated to agree to the entry of the lessor and/or renter into the contractual relationship.

4.1 HURCO reserves the right to make product modifications, in particular within the scope of further developments, provided that the agreed performance data are achieved or exceeded. However, HURCO is not obligated to make these modifications to products that have already been completed or delivered.

4.2 The Customer shall only then be informed of product modifications if these are essential modifications that can influence the contract purpose of the product.

5.1 The risk is transferred to the Customer – this also applies to partial deliveries – as soon as the contractual product has been handed over to the person responsible for transport or it has left the HURCO warehouse for the purpose of shipment. An agreed acceptance must be carried out immediately as of the acceptance date, or at the latest, after the notification by HURCO of the readiness for acceptance. The Customer can only refuse acceptance if a significant defect is present.

5.2 If the shipment is delayed upon the request of the Customer or without HURCO being at fault, the risk is transferred to the Customer when the readiness for shipment has been conveyed to the Customer.

6.1 The Customer shall immediately inspect the goods upon receipt for completeness, conformity with the delivery documents, and freedom from defects. Should a written complaint fail to be made within this time period, the goods shall be considered to be accepted unless there is a defect that was not able to be detected during the inspection. In this case, the written complaint and notification must be made immediately after detecting the defect.

6.2 If the delivered goods have visible damage or deficiencies, the Customers shall note this on the notice of receipt of the transport company upon delivery. The notation must specify the damage and/or deficiencies sufficiently clearly (notice of damage as per § 438 of the German Commercial Code (HGB)).

7.1 The prices stated in the order confirmation from HURCO shall be authoritative.

7.2 The prices are understood to include the value added tax at the applicable rate ex the HURCO delivery warehouse. Standard packaging for the delivered goods is included in the final price. Other additional services or costs, in particular freight, shall be invoiced separately to the Customer. Services, especially installation, maintenance and/or repair work as well as training shall be invoiced by HURCO according to the respective standard hourly rate.

7.3 Provided that no credit limit has been granted and no deviating payment agreements have been made, payments are due without any deduction 14 days after invoicing and commissioning, including inspection of the main functional units. Invoicing is performed upon delivery. If the Customer exceeds the granted payment deadlines, the Customer shall be charged interest in the amount of 8% p.a. over the applicable European Central Bank base rate on the purchase price without reminder once the payment has become due. The right to claim any further damages remains unaffected.

7.4 HURCO can make the provision of services dependent on the receipt of payment (e.g. via cash on delivery or bank direct debit) or payment in advance.

7.5 HURCO is authorized to apply payments first to older debts despite contrary provisions of the Customer. If there are costs and interest already outstanding due to a delay, HURCO is authorized to apply the payment first to the costs, then to the interest and finally to the principal claim.

7.6 The Customer shall only be entitled to offset against undisputed claims or claims which have been validated by due legal process. The Customer may only be able to assert a right of retention against a counterclaim based on the same contractual relationship.

7.7 In the event of non-compliance with the payment conditions, HURCO may require either an advance payment or a deposit of a security at any time. All outstanding receivables, including those for which installment payment has been agreed, shall be payable immediately.

7.8 A payment target granted to the Customer assumes a sufficiently available credit limit for each individual order. If the order exceeds the available credit limit, HURCO reserves the right to demand the remaining order value as a pre-payment. In the event of a subsequent change to the creditworthiness of the Customer, HURCO reserves the right to deviate from the standard payment conditions and demand pre-payment or a security, and if there is non-fulfillment, to terminate the contract.

8.1 The delivered contractual products remain the property of HURCO until the fulfillment of all claims from the contract as well as from the entire business relationship with the Customer (reserved goods).

8.2 A pledge or transfer of reserved goods by way of security or transfer of claims by the Customer to HURCO is not allowed. In the event of any third-party action claims against reserved goods or insolvency proceedings being filed against the Customer's assets, the Customer shall advise that this is the property of HURCO and immediately inform HURCO of this in writing. The Customer shall bear all costs that have to be incurred to remove third-party access to HURCO's reserved or collateral property and to replace the item.

8.3 Items delivered for purposes of testing and demonstration remain the property of HURCO. The Customer is obligated to provide proper storage for these items, and they may only be used within the scope of the agreement.

8.4 In the event of a breach of contract, in particular of default of payment or any other culpable breach of major contract obligations by the Customer, including payment due for other and future supplies or services provided by HURCO to the Customer, or if there is an indication of a deterioration of financial circumstances, HURCO is authorized to demand that the Customer return the reserved goods while excluding any rights of retention of the Customer. Exercising proprietary rights and claiming restitution for any other reason shall not constitute a withdrawal from the contract. In the case of a withdrawal, HURCO is authorized, in the absence of any express agreement otherwise, to charge a strict lump-sum cancellation fee in the amount of 25% of the net total purchase price. Regardless of this, HURCO also retains the right to assert claims for damages and withdrawal from the contract. The Customer shall bear all costs for repossession and disposal. In order to enforce these rights, HURCO is entitled to enter the business premises of the Customer and block the reserved goods for use or seize the reserved goods and/or demand the relinquishment of surrender claims of the Customer before the purchaser in the case of a resale.

8.5 The Customer is obligated to take care of the reserved goods and maintain them in a resalable condition. If maintenance and inspection work is required for the goods that are the property of HURCO, the Customer must perform these at its own costs in a timely manner. In particular, the Customer is obligated to insure them adequately at its own cost at the original value against damage by fire, water, and theft as well as other damages. Upon request from HURCO, the Customer shall present proof that such insurance has been taken out and that the proper insurance premiums have been paid. If the Customer has not purchased insurance and provided proof of its obligation to purchase insurance after a two-week extension period despite being requested to do so by HURCO, HURCO is authorized to retrieve the contract object or insure it itself accordingly at the Customer’s expense.

8.6 After retrieval of the goods as per Section 8.4, sentence 1, HURCO is authorized to either sell the item and credit the selling price obtained to any existing Customer obligations while deducting expenses or take back the item at the invoice price while deducting any depreciation and charge the Customer a reasonable fee for the period of use, which shall be at least 25% of the net purchase price or the agreed repair fee (net).

8.7 Insurance claims shall be assigned to HURCO as concerns payment until all of HURCO's claims against the customer have been met.

8.8 If the Customer resells the delivered contractual products within the proper course of business, the Customer now assigns all claims in the amount of the final invoice amount (including VAT) up to the maximum amount of all existing claims of HURCO before the Customer that arise from reselling the goods to its customers or third parties, independently from the fact whether the goods have been resold after further processing or without processing. The Customer shall still be authorized to collect this obligation after the assignment. The authorization of HURCO to collect this claim itself remains unaffected by this. However, HURCO is not authorized to collect this claim as long as the Customer meets its payment obligations to HURCO, there is no in default of payment, and, in particular, no application for the opening of an insolvency process has been made. However, if this is the case, HURCO may demand that the Customer disclose the assigned claims and their debtors, provide all information which is necessary for collection, hand over the related documents, and notify the debtors (third parties) of the assignment.

8.9 The processing or restructuring of the delivered contractual products by the Customer is always done for HURCO. If the delivered contractual products are processed with other items not belonging to HURCO, HURCO shall acquire co-ownership of the new item in the ratio of the value of the delivered contractual products to the other processed items at the time of processing. Otherwise, the same shall apply to the item created by the processing as to the good delivered under reservation.

9.1 Order processing within the HURCO company group takes place using automatic data processing. Hereby, the Customer explicitly agrees to the processing of its data, which is disclosed to HURCO within the scope of contractual relationships and required for order processing. Furthermore, the Customer also agrees that HURCO shall use the data received from the business relationship within the scope of the German Federal Data Protection Act (BDSG) and/or GDPR for the business purposes of HURCO, even within the HURCO company group.

9.2 HURCO reserves the right to obtain information about the creditworthiness of the Customer from credit agencies or credit insurances for the purposes of a Customer credit check and report this data to them – restricted to the case of a breach of contract, e.g. requested court order in the event of an undisputed claim, issued enforcement order, enforcement actions. Data transfer only takes place if this is required to safeguard the legitimate interests of HURCO and the Customer's interests deserving protection are not impaired. In this regard, HURCO shall observe the relevant data protection provisions.

9.3 Otherwise, the currently valid data protection provisions and information shall apply. They can be accessed on the company website via the following link: https://www.HURCO.de/datenschutz/.

10.1 HURCO guarantees within the limits of legal provisions with the exclusion of all further claims that the contractual products do not have significant defects and are suitable for the use specified according to the contract and/or are suitable for typical use. The contract partners are aware that it is not possible according to the current state of the art to exclude all software defects under all conditions of application. There is further agreement that when minor defects exist which only insignificantly impair the operational readiness of the product, this does not trigger any warranty claims. Furthermore, the contractual partners agree that HURCO does not acknowledge any legal obligation to repair the subject matter of the contract and that thus new warranty periods are initiated.

10.2 Excluded from any warranty are defects and damages originating in the following: wear and tear caused by operation, normal wear, improper use, mistakes in operating the product and negligent conduct on the side of the Customer, operation using the wrong current or voltage as well as connection to a unsuitable power sources, fire, lightning, explosion or mains-related overvoltages, humidity of any kind, etc. The warranty is also excluded if serial numbers, type designations or similar designations are removed or made illegible and/or repairs/interventions have been performed on the contract object (including add-ons or other modifications) by the Customer himself or third parties.

10.3 It is the Customer’s responsibility to inform us about obvious defects immediately – i.e. without any negligent delay – in writing at the latest within one week after the receipt of the service/delivery. The legal provisions apply to hidden defects. Furthermore, the limitation period for warranty claims is one year from the hand-over of the contractual product, whereby this does not apply to the time of commissioning.

10.4 If a defect exists, HURCO has the option of repair or replacement. Replaced parts become the property of HURCO. If the Customer transfers the delivery object entirely or partially from a contractually agreed set-up location to a third location, then the Customer shall bear all additional costs that HURCO incurs resulting from this, especially all incurring, additional travel costs. Insofar as the supplementary performance takes place abroad, HURCO shall only assume all incurring transport and road costs up to the borders of Germany. The Customer may only declare his withdrawal from the purchase contract after the supplementary performance service has failed twice. The withdrawal, however, is excluded if the defect is only minor (see Section 10.1).

10.5 If the contractual product is a used machine, the warranty is excluded for defects which are not apparent.

10.6 HURCO reserves the right to charge the Customer separately for all costs for the inspection effort of the contractual products for a baseless complaint.

10.7 If the Customer asserts entitled warranty claims and returns the contract object to HURCO within the scope of the warranty on any grounds whatsoever, the Customer shall pay a compensation for use for the period in which the Customer had the contract object in its possession. The flat rate per day for the immediate possession is calculated with 0.05% of the net purchase price.

10.8 As long as the presence of defects is not acknowledged by HURCO in writing, the Customer is not authorized to declare an offset against the payment claims of HURCO or assert a right of retention.

10.9 HURCO shall only reimburse the Customer for costs incurred in remedying a defect himself, if HURCO has agreed to this defect remedy and all the costs incurring from this first in writing.

10.10 No warranty claims before HURCO may be transferred.

11.1 Unless otherwise stated in the following regulations, claims for damages by the Customer are excluded regardless of the legal reason. In particular, HURCO is not liable for the loss of data, lost profit, or other financial losses of the Customer.
11.2 For damages which have not occurred to the contract object itself, HURCO shall be liable, for whatever legal
reasons:
- for intent by HURCO and/or vicarious agents,
- for gross negligence by HURCO and/or vicarious agents,
- for negligent injury to life, body or health,
- for defects that have been fraudulently kept secret or whose absence HURCO has expressly assured.
- for culpable violation of fundamental contractual obligations.

11.3 If the liability of HURCO is excluded or limited, this also applies to the personal liability of employees, workers, personnel, legal representatives/bodies, and vicarious agents.

11.4 The damage that HURCO is responsible for regarding the obligation to indemnify is limited to the coverage level of the product liability insurance taken out by HURCO. HURCO shall inform the Customer about the corresponding coverage level upon request. Furthermore, the obligation to indemnify is also limited to the occurring damage foreseeable at the time the contract was concluded.

12.1 Business software: The parties agree that the software provided to the Customer only grants an unlimited, non-transferable license. HURCO is authorized to revoke the granted license if the Customer uses it in a manner contrary to the purpose of the contract, especially if the software is duplicated, modifications are made to it, or it is transferred to a third party or used in a manner beyond the purpose of the contract. To the extent that the contractual products are intended for resale, the Customer shall take sufficient care that the purchaser observe these license terms. The Customer shall immediately inform HURCO when it becomes aware of (alleged) infringements of property rights or similar risks thereof (also from its purchaser) and upon HURCO’s request shall relinquish the conduct of legal disputes (also extrajudicial) to HURCO – to the extent possible.

12.2 The Customer may not remove, modify, cover, or make unrecognizable in any way any copyright, trademark, or other proprietary notices. The Customer is only authorized to translate the supplied documentation material for commercial purposes with the prior approval of HURCO.

12.3 HURCO shall retain property rights and copyrights to the operating software, samples, cost estimates, drawings, and similar information, whether in tangible or intangible form, and also in electronic form; these may not be made accessible to third parties. HURCO undertakes to only make information and documents designated by the Customer as confidential accessible to third parties with the Customer's consent. In addition, revisions of these types of documents, which represent the intellectual property of HURCO, may only be made with the express written consent of HURCO. The Customer releases HURCO from any damages from corresponding violations. This also applies to damages that arise from the use of modified, edited, and transcribed sketches, samples, plans, and the like, which are unauthorized, as well as those arising from the unauthorized modification of the business software. Any additional claims resulting from a violation of the intellectual property rights of HURCO remain unaffected hereby and can be asserted separately by HURCO.

13.1 All contractual products and technical know-how are delivered by HURCO in compliance with the currently valid German Foreign Trade Law/German Foreign Trade Regulation/EC – Dual-Use Regulation as well as US Export regulations and shall be used and retained in the specified country of supply agreed with the Customer. If the Customer intends the re-export of contractual products, the Customer is obligated to observe US, European, and national export regulations. The re-export of contractual products in violation of these regulations is prohibited.

The Customer is obliged to inform itself independently about the currently valid provisions and regulations (German Federal Export Office, 65760 Eschborn/Taunus and/or US Department of Commerce, Office of Export Administration, Washington D.C. 20230). Irrespective of whether the Customer indicates the final destination country of the contractual products delivered, it is the Customer's own responsibility to obtain, if necessary, the permission granted by the respective Foreign Trade Authority, before exporting such products. HURCO has no obligation to provide information on this matter and makes no warranties that the contractual products correspond to the respective export regulations. The Customer also has no claim that HURCO adapt the contractual products to the respective export regulations.

13.2 Any further delivery of contractual products to third parties by the Customer, with or without the knowledge of HURCO, shall simultaneously require the transfer of the export license conditions. The Customer shall bear full liability in the event of non-compliance with relevant regulations.

13.3 Without the prior consent of the authorities, the Customer may not deliver contractual products directly or indirectly to countries that are subject to a US embargo or to natural or legal persons of these countries as well as to natural or legal persons that are registered on US, European or national prohibition lists (e.g.: “Specifically Designated Nationals and Blocked Persons,” “Entity List,” “Denied Persons List”). Furthermore, it is also prohibited to deliver contractual products to natural or legal persons that are connected in any way to the support, development, production, or use of chemical, biological, or nuclear weapons of mass destruction.

A Customer with a legal domicile outside Germany shall observe the provisions of the acquisition tax / import turnover tax of the relevant economic area upon acquisition of the contractual products and in particular shall provide, without being requested to do so, the VAT ID number and willingly provide any necessary information. In the case of non-compliance, the Customer shall provide compensation for the resulting effort/damage.

Spare parts prices apply ex factory Pliening not including installation, freight and/or shipping costs, and packaging.