General Terms of Delivery and Payment of Goods And Services of Hagalis AG

General Terms

1.      Deviations from these terms, especially with regard to the buyer´s purchase stipulations, require our express statement of that in writing.

2.      Our offers are non-binding. Orders of goods or services are only binding for us inasfar as we confirm them or send the buyer the goods or results of the services. Spoken agreements are only valid if we have confirmed them in writing.

3.      When using our goods and services, the legal rights of protection of property, - copyright, etc. - both ours and third party, must be adhered to.

2. Closure of contracts and the right to return goods

1.        The sales contract comes about by your order or commission of services, together with our agreement to deliver – or delivery – within a reasonable period of time. This also applies to orders or commissions received over the internet, by e-mail, or by mouth.

2.        The right to return applies to goods only, not commissioned services. If returning goods, please include a copy of the bill and use the package label. Returning goods is done at your risk, and must have sufficient postage. We hope you will understand that we will return packages that haven´t sufficient postage. Returning the goods within the period allowed will annul the sales contract. The value of the returned goods will either be deducted from your customer account or, for C.O.D., will be transferred to your bank account (please include your banking information). Important: If used or damaged goods are returned to us, we will require the replacement of the value lost through damage that exceeds what would be lost by a reasonable use of the good in addition to the value of the usage.

3. Delivery

1.                                                                      Inasfar as we furnish our own packaging and transport, our own terms of packing apply. In delayed returning of goods – i.e. by exceeding the usual period for unloading – by freight, we will charge the buyer the costs, rental and otherwise, that arise.

2.                                                                      As long as the buyer is behind in their payments we are not required to deliver.

3.                                                                      Time of delivery: As long as not otherwise agreed upon, we will deliver within 14 days, if the goods are in stock. Services, such as analyses or consultations, will be delivered within three weeks or within a time period separately agreed upon with the buyer. If delays arise because of a large number of commissions, it will not change the general terms of agreement nor the buyer´s contract.

4.                                                                      If we are at fault in a delayed delivery, then delay of delivery can only be claimed after a reasonable extension of the delivery period has been granted.

4. Terms of copyright for use of Hagalis crystallization analyses and other services

Hagalis AG, its branches and licensees have full right of use, without restriction, of all analyses, photos, certificates or professional assessments they have produced, regardless of the party who has requested their making, in accordance with the copyright and protection of data laws.  Notwithstanding, the party who has requested the making of said analyses, photos, certificates or professional assessments will have full right of their use under the conditions of copyright written below.  Reproduction of said analyses, photos, certificates or professional assessments will incur the copyright charges listed in the table below.  An agreement between Hagalis AG and a party who obtains copyright will be signed in contract.  Charges for further printing or access rights will be calculated in the following manner:  only the difference in cost between the number of copies already paid for and the total number requested must be paid.  For example, a first printing of 10,000 copies would cost euro 205.00. Should a further printing of 20,000 copies be made, which would bring the total number of copies to 30,000, the additional charge would be euro 155.00, not euro 360.00.  The table only lists the charges for the original obtaining of copyright.  The number of printed copies is calculated by totalling the number of previously printed copies and adding the new number of requested copies to that.  The charge is always calculated by taking the charge for the sum total of all the printed copies requested to date minus the amount(s) already paid.  Additional printings are therefore done at considerably less cost.  The same manner of determining copyright charges is used for presentations on the internet or digital media.

 

Copyright charges for the right to use Hagalis analyses and crystallization pictures in printed form and Internet.

 

1.1            Printed Form

1.2            Internet

        Number of                             copies

 

Copyright charges for printed materials, each picture used

Number of  accesses

 

Copyright charges for Internet, each picture used for access 

 

 

 

 

0

  to 

3,000

205.00 €

0     

 To

10,000

     205.00 €

3,001

  to

5,000

     360.00 €

10,001   

 to

30,000

     360.00 €

5,001 

  to

7,000

     520.00 €

30,001

 to

50,000

     470.00 €

7,001

  to

10,000

     750.00 €

50,001

 to

100,000

     620.00 €

10,001   

  to

30,000

  1,550.00 €

100,001

 to

500,000

  1,250.00 €

30,001

  to

50,000

  2,600.00 €

500,001

 to

1,000,000

  1,900.00 €

50,001

  to

100,000

  4,700.00 €

1,000,001

 to

10,000,000

  3,200.00 €

100,001

  to

500,000

 12,000,00 €

10,000,001

 to

any

  6,200.00 €

500,001

  to

1,000,000

 20,000.00 €

 

 

 

 

 

amounts in each case plus the legal value added tax

 

Any party who obtains coyright must render proof of the total number of printed copies made (for printed materials) or number of accesses (for digital forms).  If proof of copy or access number is not rendered then the copyright charge will be calculated based on our estimate.  All said analyses, photos, certificates or professional assessments remain our property until paid in full.  They may also, therefore, not be reproduced in any manner until paid in full.  Their reproduction in any manner before being paid in full, or other infringement of their right of use, is liable to legal action for copyright violation and accompanying damage claims for infringement of copyright.

5. Billing

1.                                                                      If no other agreement has been made, the price given covers the goods or services only, ex works, and does not include packing and shipping.

2.                                                                      When billing, the price that is valid on the day of billing applies. If the prices should be higher than at the time of contract closure, the buyer has the right, within 14 days of hearing of the price increase, to refuse goods that have not yet been delivered.

3.                                                                      The terms of our price lists, or a written offer by us, apply to our services. If, because of the buyer´s wish, we carry out more service than originally agreed upon, then the charge for our services will be increased in proportion to the service actually carried out and independent of the original agreement. This also applies to spoken requests for extension of services that are made after the original agreement. The charges will be listed separately on the bill.

4.                                                                      The prices do not include Value Added Tax.

5.                                                                      If we agree on free delivery, then that is based on the delivery charges that apply at the time the agreement is made. If the delivery charges should be different on the actual date of delivery, then we will pass the change of charge on to the buyer, to their benefit or loss, without that giving the buyer the right to withdraw from the agreement.

6. Acts of God

1.        Situations beyond our power – that is, the events and circumstances that can´t be hindered within an orderly business management – suspend the contract requirements of the parties involved for the length of the disturbance and in the compass of its effect. If the delay should continue more than six weeks, then both parties have the right to withdraw from the contract as far as the part that has been affected. One has no right to further claims, however.

7. Payment

1.                                                                      All our bills are due, without deductions, immediately after the date of billing and should be paid net cash.

2.                                                                      The primary method of payment is direct debit. Other methods of payment will only be permitted if a separate agreement has been made. When ordering, please include your bank account number, bank routing number, and signature permitting the direct debit to be made.

3.                                                                      Deliveries to foreign countries will only be made if paid in advance.

4.                                                                      All payments except for direct debit are to be paid to: Account 5486661; BRN 65020186 Hypovereinsbank Ravensburg.

5.                                                                      Checks or bills of exchange require our agreement, and the buyer is liable for their expenses and costs, as well as the risk of presentation within the time allowed and their protesting.

6.                                                                      Bills not paid within the period allowed will be charged, within the right to claim further damages, an additional damage interest at the rate of the usual bank debit interest, which will be at least 3% above the going federal bank rate.

7.                                                                      In cases of default of payment and where there are grounds to doubt the solvency or credit worthiness of a buyer, we are authorized, without damage to our other rights, to require security or advance payment for goods not yet delivered to them and immediate payment of all our business claims with them.

8.                                                                      The buyer is only permitted to set off or withhold payment if they have so stipulated and the stipulation is legal and uncontested.

8. Delivery

1.        Loading and shipping are uninsured and go at the buyer´s risk.

2.         We will try to accompany the buyer´s wishes and interests in our choice of means and route of transport, additional costs that arise from that – including for delivery agreed free of charge – will be charged to the buyer.

3.        The listed delivery charges are valid only within Germany. Deliveries to other countries will be charged at the applicable higher rates. The customer should inquire as to the exact charges in their case.

9. Guarantees

1.                                                                                                                      All information about the suitability for purpose, production and use of our products, technical advice, and other information are done out of our best knowledge, however that does not free the buyer from examining and testing our wares themselves.

2.                                                                                                                      The buyer is required to examine the wares for deficiency and suitability for the buyer´s use as soon as they arrive, as far as possible by testing, otherwise the wares are considered accepted.

3.                                                                                                                      Complaints will only be considered if they are received within eight days of receipt of the wares - or, in cases of hidden damage as soon as they are discovered but within four weeks of receipt at the latest - if made in writing and accompanied by proof of damage.

4.                                                                                                                      Our guarantee liability is limited to our choice of replacement, exchange, decreasing or touching up. Goods that have received complaint can only be returned to us if we have expressly agreed to that. If the replacement or touch up goes awry, or if we are at fault for allowing a reasonable period of time that has been granted us by the buyer for touch up or replacement of a ware that, following these terms of delivery, we are resposible for improving because of deficiency pass without acting, then the buyer has the right to ask for an exchange or decrease in the amount of goods.

10. Replacement of damaged goods

Inasfar as legally allowed, our liability in replacing damaged goods, on whatever legal grounds, is limited to the value of our goods that were involved in the event they were damaged in. This does not apply if, due to legally compelling grounds, we are liable to cover to the full extent because of gross negligence or deliberate intention to cause damage.

11. Right of Possession

1.                                                                                              All goods and services remain in our possession until the buyer has paid us in full. The buyer is authorized to use goods they have bought according to proper business procedure. Services are only at the buyer´s disposal after the buyer has paid us for them in full – this applies especially where our terms of copyright are involved.

2.                                                                                              Our right of possession also applies to the full value of products where we are considered valid producer that result through combination, mixing or a working in of our wares. If through combination, mixing, or working in with a third party´s wares that party has valid right of possession, then we maintain co-right of possession to the full value of our goods that have been incorporated into that party´s products.

3.                                                                                              Our right of possession also applies to the passing on, use or reproduction of our services and their results, such as analyses, photos, texts, certificates, professional information and advice, and other services. In addition we also refer here to our terms of copyright.

4.                                                                                              If the buyer

5.                                                                                              The buyer must notify us immediately by registered letter if a third party has access to our wares and their claims.

6.                                                                                              Our making use of the right of possession does not signify withdrawal from the contract.

7.                                                                                              Our wares and their claims can not be used as security or to a third party, or withdrawn from until the buyer has paid us in full.

8.                                                                                              If the value of securities offered us by a buyer is more than 20% above our claims, then, on the buyer´s request, we will release securities according to our choice.

12. Legal domicile and place of jurisdiction

1. The legal domicile for delivered wares is the location the wares were delivered from, and for payments is Herdwangen-Schönach. If the buyer is a professional businessman, then the place of jurisdiction is either Herdwangen-Schönach or their legal domicile, according to our choice.