General Terms and Conditions of Business and Delivery

1. General, Customers, Language

1) The following General Terms and Conditions of Business and Delivery apply to all legal relationships, in particular all offers, purchase contracts, deliveries and services between HIOKI EUROPE GmbH, Helfmann-Park 2, 65760 Eschborn, Germany and our customers (each, a “Customer”) based on orders placed by our customers via our web shop shop.hioki.eu (hereinafter the “Web Shop”).

2) The product offerings in the web shop are directed exclusively to entrepreneurs (as defined in Sec. 14 (1) of the German Civil Code , i.e. natural or legal persons or partnerships with legal capacity acting, when entering into the transaction in the exercise of their commercial, business or professional activity), as well as legal entities and special funds organized under public law. The Customer is required to confirm this with providing his VAT-Identification-Number.

HIOKI EUROPE GmbH reserves the right to cancel even confirmed orders if it turns out that the VAT identification number is incorrect.

(3) We hereby object to any terms and conditions of the customer. They shall not apply even if we do not separately object to their validity in individual cases.

4) The contract shall be deemed concluded in the language in which the order confirmation is provided.

2. Conclusion of Contract

(1) Our offers are always non-binding

2) By placing an order, the customer makes a binding offer to purchase the relevant goods. The offer will remain open for acceptance by us for a period ending at the end of the 5th business day following the day of the offer. If no acceptance is received by then, the offer shall be deemed to have been rejected.

(3) The offer shall only be deemed to have been accepted by us as soon as we declare acceptance to the customer (by email or otherwise) or by shipment of the goods. Acceptance is subject to full payment of the purchase price.

3. Prices and Payment

1) Unless otherwise agreed in individual cases, the prices published by HIOKI EUROPE GmbH at the time of the customer’s order shall apply. These prices are net prices plus VAT, if applicable.

(2) Unless expressly otherwise agreed by us, all shipments by us shall require advance payment

(3) In the event that we have agreed to payment after delivery, our invoices shall be due and payable without deductions by the customer within 14 days upon shipment, unless otherwise agreed in individual cases

4) Unless otherwise agreed in individual cases, delivery of the goods will be made on the basis of Incoterm CPT.

(5) The Customer shall have no right of set-off or retention, except to the extent that the counterclaim has not been disputed by us or been determined by a final and binding decision

4. Date of Dispatch of the Goods, Sell off, Partial Delivery, Force Majeure

(1) Any period for the dispatch of the goods, specified by us at the time of the order or as otherwise mutually agreed upon, shall begin

(a) upon receipt by us of the full purchase price (including VAT and shipping costs) if payment in advance has been agreed or

b) upon conclusion of the sales contract if payment after delivery has been agreed upon. The date of dispatch shall be such day on which the goods are handed over by us to the carrier.

(2) Any time period for the dispatch of the goods specified by us shall be only approximate, except if a fixed date of dispatch has been agreed upon in individual cases.

(3) Even if the goods areindicated on the order form as „in stock“, we may sell the product at any time, unless an agreed advance payment is received by us within a period of five business days upon our acceptance of the order. In such case, we shall only be obligated to dispatch the product within the relevant time period (as agreed upon or specified by us) as long as stock lasts

(4) In the event that our supplier fails to deliver in a timely manner goods that have been indicated on the order form as „not in stock“ or has been sold off in accordance with subsection 3 above, any applicable period for dispatch shall be deemed to be extended until delivery is made by our supplier.

In the event that the goods are no longer available for a reason not attributable to us or cannot be timely delivered despite our timely order, we shall be entitled to terminate the sales contract. We shall without undue delay inform the customer of the non-availability of the product and, in case of a termination, promptly reimburse the Customer any payments made to us.

(5) In case of an order of various items, we may dispatch those items in separate deliveries, provided that we shall bear any additional shipping costs. If, however, an item is designated in the web shop as “out of stock” and the Customer opts for advance shipment of other items in stock, any additional shipment costs arising therefrom shall be borne by the Customer. The Customer’s statutory rights in relation to a timely and proper delivery shall not be affected thereby.

(6) If we are unable to adhere to binding delivery times through no fault of its own, we shall inform the customer without undue delay, and at the same time shall specify the new, foreseeable delivery time insofar as delivery is still possible.

We will not be liable for failure or delay to perform our obligations, which were caused by circumstances beyond our reasonable control. These circumstances include, in particular, natural disasters or any other cases of force majeure, including pandemics, terrorism, war and the like. All delivery dates affected by force majeure shall be suspended for the duration of the force majeure. If the delay lasts longer than 3 months, we are entitled to withdraw from the contract. Claims of the Customer of any kind are excluded in this context.

5. Type and Time of Shipment, Insurance and Passing of Risk

(1) Unless expressly otherwise agreed upon, we shall be free to determine the appropriate mode of shipment and to select the carrier at our discretion

(2) If the goods are shipped according to the agreement with the Customer, except where we have agreed to carry out any assembly, installation or similar work, we shall only be obliged to properly and timely deliver the goods to the carrier and shall not be responsible for any delays caused by the carrier. Any transit time (i.e. the time between the delivery by us to the carrier and the delivery to the Customer) specified by us shall therefore be non-binding

(3) The risk of accidental destruction, damage or loss of the delivered goods shall, if our obligation is limited to the dispatch of the goods (subsection 2), pass to the Customer upon delivery of the product by us to the car

6. Retention of Title

(1) We retain legal title (Eigentumsvorbehalt) to any goods supplied by us until the purchase price (including VAT and shipping costs) for those goods has been fully paid.

(2) The Customer shall not be entitled to transfer title to any goods delivered by us under retention of title (“Retained Goods“) to a third party, except with our prior written consent.

(3) The Customer shall treat the Retained Goods with due care and will store it separately from other items.

4) In the event that any third party, in particular in connection with any enforcement, seeks to take control of the Retained Goods, the Customer shall make aware the third party of our title right and shall without undue delay notify us in order to enable us to enforce our rights

(5) In case of a payment default by the Customer, we may require the Customer to surrender the Retained Goods to us, as soon as we have terminated the contract

7. Warranty/Liability

(1) In the event of a defect of the delivered goods, we may, at our choice repair the defect, refund the purchase price or supply another product (as ordered) which is free from defects.

(2) If remediation pursuant to subsection 1 fails or cannot reasonably be expected from the Customer or we refuse to remedy the defect, the Customer shall be entitled to terminate the sales contract, reduce the purchase price or claim damages or frustrated expenses, in each case in accordance with applicable law; provided, however, that damage claims of the Customer shall be subject to the provisions contained para. (5) – (7) of this Section 7. of these General Terms and Conditions.

(3) Unless otherwise agreed in individual cases, the warranty period shall be 12 months upon delivery of the product. This warranty period shall also apply to warranted characteristics for which we shall only be liable if we have expressly confirmed them in writing in individual cases.

(4) The Customer shall promptly inspect the goods with due care upon delivery. The delivered goods shall be deemed to be approved by the Customer unless the defect is notified to us (i) in case of any obvious defects within a period of five business days upon delivery or (ii) otherwise within 15 business days as from the day when the defect has been identified.

(5) Any warranty is void if the Customer does not use the goods in accordance with the specifications provided or makes changes or repairs to the goods without our consent.

(6) Liability is limited in all cases to the goods supplied. Any liability for consequential damages of any kind is excluded.

(7) Our liability for culpable damage to life, body or health as well as our liability under the Product Liability Act remain unaffected.

8. Intellectual Property Rights

(1) The Customer is granted the non-exclusive right to use any software delivered with the goods for use in connection with the product.

(2) The Customer shall have no right to make copies of the software, except for the purpose of using the software pursuant to Section 8 (1) or for back-up purposes.

(3) The Customer may transfer the rights to the software to any third party only if at the same time title to the relevant goods (in particular, a hardware product) is transferred to the transferee and the Customer does not retain any copy whatsoever of the software

4) In no event shall we be required to make available the source code of the software.

(5) By concluding a purchase contract, the Customer does not acquire the right to use our company logo, nor our advertising and marketing material, including photos of our products. Exceptions to this require our express prior written authorization.

9. Data Protection

We may save and process any data relating to the relevant orders only to the extent permitted under applicable law. Details are set out in the privacy policy available on our website.

10. Applicable Law and Competent Courts

(1) Any contracts entered into between us and the Customer shall be governed by the laws of the Federal Republic of Germany under exclusion of the UN Convention on the International Sale of Goods (CISG)

2) If the Customer is a corporation, limited liability company or commercial partnership or otherwise operates a commercial business (Kaufmann within the meaning of Sec. 1 (1) of the German Commercial Code) or is a legal entity or special fund organized under public law, the courts in Frankfurt am Main shall have exclusive jurisdiction in respect of all disputes arising out of or in connection with the relevant contract. In all other cases, we or the Customer may file suit before any court of competent jurisdiction under applicable law.