I. Delivery periods, delivery dates

1. Any timeframes and dates for deliveries and services indicated by HAZET are always approximate, unless a fixed timeframe or date has been expressly promised or agreed.
2. Delivery periods shall commence upon receipt of the order confirmation, but not before all details of the order have been fully clarified and any necessary domestic and foreign official certificates have been provided. Delivery periods and dates refer to the time of dispatch, i.e. dispatch ex plant or from stock; they shall also be deemed to have been met upon notification that the goods are ready for dispatch if, through no fault of HAZET, the goods cannot be dispatched on time.
3. The agreed delivery period shall be extended – without prejudice to HAZET’s rights arising from the buyer’s default – by the period during which the buyer is in default of its obligations under this or any other contract, plus a reasonable lead time.
4. Partial deliveries are permitted, provided they are reasonable for the buyer. Each partial delivery shall be deemed a separate transaction.
5. HAZET is entitled to withhold outstanding deliveries if the buyer fails to meet their payment obligations or if there are reasonable grounds to believe that they will be unable to do so (right of retention). HAZET reserves the right in all cases to deliver against advance payment or cash on delivery.
6. HAZET’s obligation to deliver is subject to correct, timely and contractually compliant supply from its own suppliers, unless HAZET is at fault for any incorrect or delayed supply. If HAZET is in default with a delivery or other service, the buyer may claim compensation for loss arising from the delay in addition to performance; in the case of slight negligence, however, this is subject to a limitation of 10 per cent of the agreed price for the delivery or service in default. The buyer’s right to compensation in lieu of performance in accordance with Section B. VII remains unaffected.

II. Special Conditions for Call-off Agreements

1. In the case of contracts involving ongoing deliveries, the buyer must provide HAZET with call-off orders and allocation schedules for approximately equal monthly quantities. If call-offs or allocations are not made in good time, HAZET shall be entitled, after setting a grace period which has elapsed without result, to allocate the goods itself and deliver them, or to withdraw from the outstanding part of the contract and claim damages in lieu of performance.

III. Force majeure and other delivery impediments

1. Events of force majeure, such as strikes, lockouts, mobilisation, war, blockades, pandemics or epidemics, export and import bans, shortages of raw materials and fuel, fire, and other circumstances for which HAZET is not responsible and which significantly impede HAZET’s delivery or performance, shall entitle HAZET to postpone delivery by the duration of the hindrance plus a reasonable start-up period. This shall apply irrespective of whether the aforementioned circumstances occur at HAZET, its suppliers or any of its subcontractors.
2. The buyer may require HAZET to state whether delivery will be made within a reasonable period or whether it wishes to withdraw from the contract. If HAZET fails to make such a statement within a reasonable period, the buyer may, for its part, withdraw from the contract in respect of the part of the delivery that has not yet been fulfilled.
3. A statement made to HAZET by the supplier or subcontractor regarding circumstances arising on their part in accordance with B. III. 1. shall be deemed sufficient proof that HAZET is prevented from delivering through no fault of its own.

IV. Dispatch and Transfer of Risk

1. The forwarding agent or carrier shall be appointed by HAZET. In the absence of any specific agreement, the route and means of dispatch shall be at HAZET’s discretion, and HAZET shall not be liable in any way.
2. Goods reported as ready for dispatch on the agreed date must be collected immediately. Otherwise, HAZET is entitled, at its sole discretion and at the buyer’s expense and risk, to store them and to invoice them as delivered ex works or ex warehouse. In the case of carriage paid delivery, the means of transport must be unloaded immediately. Any waiting times shall always be borne by the buyer.
3. Unless otherwise agreed, delivery shall be “ex plant”, which shall also be the place of performance for the delivery and any subsequent performance. Upon handover to the forwarding agent or carrier, but at the latest upon leaving the plant or warehouse – e.g. even in the case of carriage paid delivery – the risk shall in all cases pass to the buyer, including in the event of seizure.
4. Reasonable early deliveries, as well as surplus or shortfall deliveries customary in the trade, are permitted.
5. In the case of custom-made goods, the order quantity may be up to 10 per cent above or below the specified quantity. Custom-made goods also include standard items which, at the buyer’s express request, are to be specially marked. The buyer has no right of withdrawal. HAZET does not accept returns of the goods.

V. Defects and Warranty

1. The internal and external characteristics of the goods supplied are determined primarily by the agreed quality specifications. All product descriptions in brochures, catalogues, advertisements or in the documents forming part of the offer shall be deemed to constitute an agreement on the quality of the goods, insofar as they have become part of the contract by express reference. Deviations or changes customary in the trade, which are made on the basis of legal provisions or constitute technical improvements, are permissible provided they do not impair the goods’ suitability for their intended purpose. Where no agreement on quality has been made, the goods shall be free from material defects if they are fit for the use envisaged under the contract.
2. In the case of goods containing digital elements or other digital contents, HAZET is only obliged to provide and, where applicable, update the digital contents to the extent that this is expressly stipulated in an agreement on quality in accordance with B. V. 1. ; otherwise, goods containing digital elements in accordance with Section 327a(3) of the German Civil Code (BGB) and digital contents and digital services in accordance with Sections 327 and 327a of the German Civil Code (BGB) (‘digital products’) are not to be updated by HAZET. If an update has been contractually agreed, the period during which HAZET is required to provide updates for digital products or goods containing digital elements shall, in any event, end at the latest upon the expiry of the limitation period for warranty claims in accordance with Clause B. VII. 5.
3. Insofar as the goods possess the agreed quality in accordance with Clause B. V. 1 or is suitable for the use envisaged under the contract, the buyer may not rely on the fact that the goods are not suitable for normal use or possess a quality that is customary for goods of this kind and which the buyer would have expected. To this extent, HAZET’s liability is excluded in accordance with this Section B. V. and Section B. VII. of these terms and conditions.
4. The buyer must inspect the goods received immediately upon delivery. Claims for defects shall only be valid if defects are reported in writing without delay, but no later than within 7 days; hidden material defects must be reported in writing immediately upon their discovery. The buyer must also report transport damage and obvious defects immediately to the relevant forwarding agent, carrier or post office, as well as to HAZET.
5. If an acceptance inspection of the goods or an initial sample inspection has been agreed, the buyer is obliged to carry out a thorough acceptance inspection or initial sample inspection. An initial sample inspection does not release the buyer from the obligation to carry out an incoming inspection of the production parts. Upon delivery of production parts, claims for defects which the buyer could have identified during a careful initial sample inspection are excluded.
6. HAZET must be given the opportunity to verify the reported defect. Goods subject to a complaint must be returned to HAZET immediately upon request; HAZET shall bear the transport costs if the complaint is justified. If the buyer fails to comply with these obligations or makes alterations to the goods already subject to a complaint without HAZET’s consent, they shall forfeit any claims for material defects.
7. If the goods delivered are defective, HAZET shall, within a reasonable period at HAZET’s discretion, be entitled first to repair the goods or to supply a replacement. HAZET shall be entitled to make the required remedial action conditional upon the buyer paying the purchase price due. The buyer is, however, entitled to withhold a portion of the purchase price commensurate with the defect.
8. HAZET shall not be liable for defects arising from unsuitable or improper use, faulty installation or commissioning by the buyer or third parties not caused by HAZET, normal wear and tear, or faulty or negligent handling, HAZET shall bear no liability, nor shall it be liable for the consequences of improper modifications or repair work carried out by the buyer or third parties without HAZET’s consent.
9. Claims by the purchaser for reimbursement of expenses pursuant to Section 445a(1) of the German Civil Code (BGB) are excluded, unless the final contract in the supply chain is a contract for the sale of consumer goods (Sections 478, 474 BGB) or a consumer contract for the provision of digital products (Sections 445c, sentence 2, 327(5) and 327u BGB). Otherwise, the purchaser’s statutory rights of recourse against HAZET shall only apply to the extent that the purchaser has not entered into any agreements with its customer that go beyond the statutory claims for liability for defects.
10. In any event, HAZET shall only bear expenses in connection with subsequent performance insofar as they are not disproportionate in the individual case, especially in relation to the purchase price of the goods. Expenses shall be deemed disproportionate at the latest if the expenses claimed, especially for removal and installation costs, exceed 150 per cent of the invoiced value of the goods or 200 per cent of the reduction in value of the goods attributable to the defect.Any further claims by the purchaser against HAZET and its vicarious agents in respect of material defects are excluded, subject to the provisions set out in B.VI. and B.VII. of these Terms and Conditions.
11. If the goods infringe a third party’s industrial property right or copyright, HAZET shall, at its discretion and at its own expense, modify or replace the goods in such a way that no third-party rights are infringed, whilst ensuring that the goods continue to fulfil the contractually agreed functions, or secure the right of use for the buyer by entering into a licence agreement with the third party. If HAZET fails to do so within a reasonable period, the buyer is entitled to withdraw from the contract or to reduce the purchase price by a reasonable amount. Any claims for damages by the buyer are subject to the limitations set out in Section B.VII of these Terms and Conditions.
12. Should third parties assert claims for infringement of intellectual property rights, the Buyer shall enable HAZET to participate, at its own expense, in the legal defence against such claims, especially by way of a so-called ‘intervener’ within the meaning of the Code of Civil Procedure. The buyer shall provide HAZET with reasonable assistance in the preparation and conduct of the legal defence or settlement negotiations. HAZET shall reimburse the buyer for all necessary expenses incurred in connection with the legal defence against such claims, with lawyers’ fees being reimbursed in accordance with the Lawyers’ Fees Act (“RVG”).
13. A condition for the Buyer’s claims against HAZET under Clause B. V. 12 is that
    1. the Buyer informs HAZET in writing without delay if claims are asserted against the Buyer in respect of the delivered goods on the grounds of infringement of third-party industrial property rights and/or copyright,
    2. the buyer grants HAZET control over the legal defence and, in the context of the legal defence and/or during settlement negotiations, acts only and at all times in agreement with HAZET; and
    3. the alleged infringement is attributable exclusively to the goods supplied by HAZET, without any connection to or use of other products.

VI. Warranty

1. Notwithstanding any rights the buyer may have in respect of material defects under Section B. V., HAZET grants a full warranty on all tools against defects in materials and workmanship. Adapters are excluded from the full warranty. The full warranty for socket wrenches used for impact operation is subject to a limitation that applies only to defects in material or workmanship. Normal wear and tear and/or fatigue failure of a tool, as well as wear parts, are not covered by the warranty. Tools that are no longer in working order due to advanced age or to use that is not in accordance with the instructions or not in accordance with their intended purpose are also excluded from the full warranty. In this context, the relevant operating instructions and safety instructions for HAZET tools must be observed. The general safety advice and the information contained in the HAZET tool catalogue must also be observed. Especially, the following constitutes improper use of tools:
   • exceeding the normal or specified capacity of the tool (for example, when using diagonal cutters on wire that is too hard, or when using chisels, centre punches or drift punches on steel that is too hard or for work that is too heavy).
   • continuing to use tools that are already partially damaged or defective.
   • commissioning bolts or nuts with socket spanners of the wrong size.
   • Werkzeuge, die verändert wurden.
   • the use of socket spanners intended for manual operation on impact wrenches.
   • the improper use of tools (e.g. use of a screwdriver as a chisel or pry bar, etc.).
2. To make a claim under the warranty, the purchaser must send the tool, free of charge, via a specialist retailer to HAZET in the event of a material or manufacturing defect. HAZET will inspect the tool. If a material or manufacturing defect is found, HAZET will replace or repair the item free of charge.

VII. Liability

1. HAZET shall only be liable for breaches of contractual and non-contractual obligations, especially for impossibility of performance, delay, fault during the preliminary negotiations and tort, in cases of wilful misconduct and gross negligence. In cases of gross negligence, HAZET’s liability is limited to the damage typical of the contract and foreseeable at the time the contract was concluded.
2. The limitations of liability set out in B. VII. 1. shall not apply in the event of a culpable breach of material contractual obligations, insofar as the fulfilment of the purpose of the contract is jeopardised, in the event of culpably caused damage to life, limb or health, nor shall they apply if and to the extent that HAZET has assumed a guarantee as to the quality of the goods sold, or in cases of mandatory liability under the Product Liability Act. Essential contractual obligations are those which make the proper performance of the contract possible in the first place and on whose fulfilment the buyer may reasonably rely. The above provisions do not entail any shift in the burden of proof to the detriment of the buyer.
3. Insofar as HAZET’s liability is excluded or limited, this shall also apply to the personal liability of HAZET’s employees, staff, legal representatives and vicarious agents.
4. Where the buyer is legally obliged to carry out a product recall due to a fault in the goods produced and supplied by HAZET for which HAZET is at fault, and where HAZET would itself be liable to third parties as a result, HAZET shall bear the costs associated with the product recall only to the extent that the measures and costs are reasonable and necessary, no less onerous but equally effective means of averting the risk is available, and provided that any such costs were agreed with HAZET prior to their release. HAZET’s defence of contributory negligence remains unaffected.
5. Unless otherwise agreed, contractual claims arising from material defects and defects of title, including claims for damages, which the buyer may have against HAZET arising from and in connection with the delivery of the goods, shall become time-barred one year after delivery of the goods. Where acceptance has been agreed, the limitation period shall commence upon acceptance. This shall not apply where Sections 438(1)(2), 478, 479 or Section 634a(1)(2) of the German Civil Code (BGB) prescribe longer time limits, nor in cases of injury to life, limb or health, in the event of an intentional or grossly negligent breach of duty on our part or in the event of fraudulent concealment of a defect, as well as in the event of liability under the Product Liability Act. In cases of defective subsequent performance, the limitation period shall not recommence. The statutory provisions regarding the burden of proof remain unaffected.

VIII. Export Control

1. Upon conclusion of the contract, and at the latest upon acceptance of the delivery, the buyer undertakes that it will not engage in any transactions involving the goods supplied by HAZET that contravene applicable statutory export regulations and/or current EU sanctions, and, especially, that any onward deliveries, transfers or exports of the goods supplied will be carried out only in compliance with applicable statutory export control regulations.
2. The buyer undertakes to ensure that no persons, organisations or entities listed on the applicable anti-terrorism and sanctions lists of the European Union and the United Nations are involved in the performance of the contract or are thereby supported. This also applies to persons, organisations or entities listed on the anti-terrorism and sanctions lists of other governments (in particular the US Denied Persons List, US Entity List, US Specially Designated Nationals List and US Debarred List).

1. The place of fulfillment and exclusive court of venue for all disputes directly or indirectly resulting from this contractual relationship is Remscheid. However, we can also institute proceedings against the Purchaser at their court of jurisdiction.
2. The legal relationship between HAZET and the Purchaser is exclusively subject to the law of the Federal Republic of Germany excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) dated April 11, 1980.
3. If individual regulations of these terms and conditions are or become ineffective, either in full or in part, this shall not affect the effectiveness of the remaining part or the remaining regulations.

Remscheid, June 2024