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1. Validity of the conditions
1.1 All supplies and services by HSM, including the quotations, consulting or other secondary services, shall be effected on the basis of the following general terms and conditions. These should also apply to future business relations. Purchasing and other general terms and conditions of the Purchaser are not recognised by HSM.
1.2 Rulings deviating from these general terms and conditions shall apply only if HSM has expressly approved them in writing.

2. Quotation and conclusion of contract
2.1 Quotations from HSM are without engagement. The contract shall come into being by means of a written acknowledgement of the order issued by HSM to the Purchaser on the basis of the quotation (also by delivery note or invoice). In cases of doubt the contents of the order acknowledgement shall apply.
2.2 The documents enclosed with the quotation in accordance with 2.1 such as illustrations, drawings, statements of weights and dimensions shall, as far as not otherwise defined, not be binding.
2.3 Supplements, amendments and verbal subsidiary agreements require to be made in writing in order to be effective.
2.4 HSM reserves the right to make function and form changes as well as alterations to the scope of supply during the delivery.
2.5 Cost estimates are non-binding and subject to a charge.
2.6 HSM reserves rights of ownership and copyright to cost estimates, drawings and other documents. They must not be made accessible to third parties. HSM undertakes to make documents marked by the Purchaser as confidential accessible to third parties only with the Purchaser’s approval.
2.7 The Purchaser must not return any goods to HSM, unless HSM expressly approves the return. This shall not apply, to the extent that the Purchaser withdraws from the contract in a legally effective manner or just demands subsequent performance.

3. Prices and terms of payment
3.1 HSM charges the prices applicable at the point in time of delivery plus turnover tax. The turnover tax shall not be charged, if the requirements for exemption from tax for export deliveries are met.
3.2 HSM is entitled to alter the prices to a reasonable extent, if, between the conclusion of the contract and delivery, cost increases or cost reductions occur, in particular due to changes in the cost of labour or material prices. HSM shall inform the Purchaser of the price alteration in good time before delivery. Should HSM omit to provide timely information, the price on which the order acknowledgement was based shall apply.
3.3 Prices are to be understood as “ex works” (Incoterms 2000) HSM excluding packaging.
3.4 A third of the purchase price shall be due upon placing of the order, a third upon readiness for dispatch and the remainder net (without deduction) within 30 days of the date of invoice, unless a different ruling is laid down in the order acknowledgement. In the case of export transactions, payment shall be effected against payment in advance except payment against irrevocable and confirmed letter of credit is agreed. Payments are to be made without deduction in such a way that on the due date HSM has the amount at its free disposal.
3.5 If the Purchaser does not meet his payment commitments in an orderly manner, if he suspends payments or if insolvency proceedings concerning his assets are applied for or if such proceedings are initiated or if their opening is rejected for lack of assets, the whole of the purchase price still outstanding shall become due immediately, also if bills of exchange with a later maturity are running. Payment must be made without delay.
3.6 The handing-in of bills of exchange requires the approval of HSM and shall be effected for the purpose of payment. Credits for bills of exchange and cheques shall be booked minus the expenses with the valuation as of the day on which HSM can have the equivalent value at its free disposal.
3.7 HSM reserves the right to use payments for the settlement of the oldest due account items plus the default interest accruing thereon and costs in the following order: costs, interest, principal amount receivable.
3.8 The Purchaser shall not have any rights of retention. The Purchaser may carry out offsetting only with undisputed receivables or receivables which have been determined by a non-appealable court judgement.

4. Deliveries, time of delivery and service
4.1 HSM always endeavours to supply as swiftly as possible. Binding delivery dates or periods do not exist as a matter of principle, but are to be agreed upon expressly. A probable delivery date stated by HSM is not binding.
4.2 The observance of the delivery time is subject to correct and timely deliveries to the supplier himself.
4.3 Deliveries are effected “ex works” (Incoterms 2000) HSM. The packaging of the goods shall be selected by HSM excluding all and any liability.
4.4 To the observance of bindingly agreed delivery dates or times the following applies: - If the goods are dispatched from the business premises of HSM (“ex works” HSM), the point in time is decisive at which HSM informs the Purchaser of the fact that the goods are ready for picking up. - If the goods are, due to a special agreement, not dispatched from HSM’s business premises, the point in time shall be decisive at which the goods leave HSM’s works or warehouse.
4.5 Events of Force Majeure shall entitle HSM to postpone the supply or service by the duration of the impediment plus a reasonable start-up time. Deemed tantamount to an event of Force Majeure shall be all circumstances which make the supply or service extremely difficult or quite impossible for HSM, in particular unforeseeable disruptions of operations or traffic, strikes, lock-out, territorial measures etc. and in fact irrespective of whether the circumstances occur at HSM, their suppliers or their sub-contractors.
4.6 If the impediment lasts longer than 3 months or if the performance of the contract is unacceptable for other reasons, either party shall be entitled to withdraw from the contract with regard to the part not yet performed.
4.7 In the cases stated in Items 4.5 and 4.6 claims for damages on the part of the Purchaser shall be excluded.
4.8 If HSM is in default, the Purchaser shall be entitled to compensation for an amount of 0.2% for each completed week of the delay, in total, however, not more than 3 % of the value of the invoice of the supplies or services affected by the delay, unless the Purchaser has suffered no disadvantage or a small disadvantage. Claims for damages going beyond this shall be excluded, unless - the delay is based on intent or gross negligence on the part of HSM or its vicarious agents or - there has been a culpable violation of a further essential contractual obligation or - a commercial fixed-date purchaser had been agreed upon.
4.9 Regardless of Item 4.8, the Purchaser is, in the event of delay, entitled to withdraw from the contract after the expiry of a reasonable extension of the period set by him, to the extent that delivery has not been offered by HSM by the expiry of the period. As a rule, an additional period of at least 4 weeks is reasonable, unless in an individual case only a shorter additional period is acceptable for the Purchaser.
4.10 Goods reported as being ready for picking-up are to be picked up without delay. If the goods are not picked up within 5 working days, HSM shall be entitled at its own choice to dispatch the goods to the Purchaser at the Purchaser’s expense or to have the goods stored at the Purchaser’s expense at his own discretion (also in the open air) and to invoice them as having been delivered. Art. 5 and the statutory regulations on delay of acceptance shall not be affected by this.
4.11 HSM is at any time entitled to make part deliveries and part services, unless the acceptance of part delivery or part service is unacceptable for the Purchaser in individual cases.
4.12 If HSM does not have any information on the material specification of the commodity to be processed (type, volume, bulk weight, size etc.), HSM cannot carry out a technical feasibility check according to DIN ISO 9001 or in any other way check the suitability of the product for the intended purpose. Neither own collection of material data by the purchaser, nor own selection of a product by means of the brochures of HSM can substitute individual, application situation-oriented consultancy by HSM. Thus, any warranty or other responsibility or liability on the part of HSM for suitability of the selected product for the intended use does not apply in these cases. Possible responsibility on the part of HSM for accuracy of the information contained in the brochures remains unaffected.
4.13 Directly ordered products are delivered by a commissioned forwarding agent. If the ordered product is neither installed, nor commissioned by HSM, HSM cannot be held responsible for damages caused by improper handling, non-observance of operating, care and maintenance instructions supplied with the product, or a place of installation unsuitable for operation of the product.
4.14 Should a prodct by HSM be defective, contrary to expectations, the customer may assert claims for defects in accordance with the applicable law and the general terms of sale and delivery of HSM. Claims for defects become statute-barred within one year, this being subject to use of the created product in one-shift operation. The statute period of limitation for claims for defects is six months in the event of use in multi-shift operation. The statute periods of limitation for claims for defects respectively begin on transfer of a product to the forwarding agent commissioned with transportation of the product to the customer. In order to maintain the warranty claims, maintenance and servicing work may only be performed by HSM technicians or authorised servicing companies. HSM is not liable for damages resulting from third-party intervention or natural wear and tear.

5. Passing of risk
The risk of damage and of loss of the goods shall be passed on to the Purchaser as follows:
- To the extent that the goods are dispatched from the business premises of HSM (“ex works”, Incoterms 2002) at the point in time at which HSM informs the Purchaser that the goods are ready to be picked up.
- If the goods are not dispatched from the business premises of HSM, at the point in time of hand-over (also to a carrier) or, if the Purchaser is in default with acceptance, at the point in time at which HSM offers the hand-over.

6. Guarantee
6.1 HSM warrants that the goods are free of defects. Unless otherwise agreed expressly and in writing, the agreed structure is deemed to be the structure described in the product descriptions, technical specifications and identification markings authorised by HSM. Public statements, recommendations or advertising are neither a part of an agreement regarding the structure of the product, nor do they determine the contractually required use; Art. 434, para 1, sentence 3 of BGB (German Civil Code) shall to that extent not apply.
6.2 Claims of defects shall be excluded if they are not made in writing without delay, at the latest, however, within 10 days of receipt of the goods, stating the delivery note and invoice Nos. as well as with a description of the defect complained about. Hidden defects are to be complained about immediately after discovery; the onus of evidence for the hidden nature of the defect shall be borne by the Purchaser.
6.3 Complaints for defects on the part of the Purchaser shall be restricted to the right of subsequent performance. In the case of subsequent performance the limitation period still running shall be restricted to 1 year. If, for claims for defects, a shorter limitation period than 1 year has been agreed upon, in the case of subsequent performance the shorter limitation period shall apply. In the event of failure of subsequent performance, the Purchaser shall be entitled at his discretion to reduce the purchase price or to withdraw from the contract. HSM shall reserve the right to set the Purchaser, after the fruitless expiry of an extension period provided by the latter for subsequent performance a counter-period in which the Purchaser must make his claim under the warranty more specific.
6.4 HSM shall not take over, for the purpose of subsequent performance, the necessary applications, in particular transport, routes, work and material costs, to the extent that they increase because the goods have been subsequently brought to a different place than the Purchaser’s branch establishment, unless the bringing away corresponds to the use for which it was intended. Art. 439, para 3 of BGB (German Civil Code) shall remain unaffected.
6.5 To be effective a guarantee declaration shall require to be made in writing.
6.6 Claims for defects shall be excluded to the extent that operating or maintenance instructions of HSM were not followed or alterations were made without authorisation.
6.7 Warranty claims become statue-barred as follows:
-HSM and Primo alternating current devices(230V), HSM and Primo cutting machines: 2years
-The warranty obligation for shredstar models is limited to free delivery of a substitute device against return delivery of the faulty device.
-HSM own production solid steel cutting rollers on the HSM and Primo alternating
-current (AC) document shredders (230V): 30-year warranty within the EU, in all other countries lifetime warranty(HSM Lifetime Warranty), subject to the national laws of the relevant country. The document shredders with security level 5, HS Level 6 and HSM 411.2 OMDD, nanoshred 726 and all shredstar models are exepted from the above warranty.
-Used machines which are not older than 12 months: 6 months. For older used machines no warranty shall be provided.
-Other products: 1 year in the case of use in single-shift operation; in the case of use in multi-shift operation the warranty period shall amount to 6 months. The warranty period starts with the handing over to the forwarder. Mandatory statutory statute of limitation regulation shall remain unaffected, in particular for intention or grossly negligent culpability, for physical injury, for the violation of essential contractual obligations, for claims according to the Product Liability Acts or from a guarantee provided.
6.8 For damage which was caused by wear and tear, improper treatment, natural wear and tear or by intervention by a third party, replacement will be provided neither during the warrantee nor during the guarantee period. Servicing, adjusting and re-adjusting work do not fall under the terms of warranty or guarantee.
6.9 HSM’s products must, during the whole operating period, be operated only in surroundings protected from the weather. This weather protection must have been put in place by the customer already before delivery, installation and commissioning.

7. Damages
7.1 Unless otherwise defined in these conditions, HSM shall be liable for damages only in the case of intent and gross negligence, unless an essential contractual obligation (cardinal obligation) has been violated. In the case of simple negligence, HSM shall in any case be liable only for the damage ”injury” loss typical of the contract and which is foreseeable.
7.2 Excluded shall be the replacement of indirect damage, consequential damage and loss of profit.
7.3 Liability for physical injury shall remain unaffected; likewise liability according to mandatory statutory regulations, in particular in accordance with the Product Liability Act.
7.4 HSM does not accept any responsibility for personal injury and damage to property as a result of changes to the item to be supplied which the Purchaser or third party carries out after delivery without HSM’s written consent. HSM shall, moreover, not be liable for physical injury and damage to property if the goods are installed at a place not protected from the access of children and unauthorised persons. The Purchaser shall indemnify HSM from any possible claims by third parties regarding possible liability.

8. Retention of title
8.1 Goods delivered shall, up to the meeting of all of the Purchaser’s liabilities under the business relationship with HSM, remain the property of HSM (goods subject to retention of title). The retention of title shall remain in existence in particular, if individual accounts receivable by HSM are included in a current account, balanced and recognised.
8.2 HSM shall be entitled, without the setting of an extension period and without withdrawal from the contract to demand the handing out of the goods subject to retention of title by the Purchaser, if the latter is in default with the meeting of its obligations towards HSM. In the taking back of the goods subject to retention of title withdrawal from the contract is to be seen, only if HSM expressly declares this in writing. If HSM withdraws from the contract, it can demand reasonable remuneration for the period of the provision of the goods for use.
8.3 The Purchaser shall be obliged to treat the goods subject to retention of title carefully for HSM, to maintain and to repair them at his own expense, and to insure them against loss and damage at his own expense within the scope to be demanded of a prudent businessman. He hereby assigns his claims under the insurance contracts to HSM in advance.
8.4 In the case of purchasing or other alteration of the goods, the Purchaser shall become active for HSM, however without any obligation for HSM. If the goods are processed, mixed or joined to items belonging to third parties, HSM shall acquire co-ownership of the products in the ratio of the particular invoice values. The co-ownership share shall be deemed to be a good subject to retention of title in the sense of Item 8.1. If the goods are processed, connected to or mixed with a main item belonging to the Purchaser, the Purchaser shall now already transfer ownership of the new item to HSM. The new item shall likewise be deemed to be a good subject to retention of title in the sense of Item 8.1.
8.5 The Purchaser may sell goods subject to retention of title in normal business transactions on the usual terms and conditions, as long as he is not in default. The same shall apply to use of goods subject to retention of title for the performance of a contract for work. This sale shall be inadmissible, if the Purchaser agrees upon a non-assignment clause with his customer. In the case of resale, the Purchaser must make the transfer of title dependent upon complete payment of the purchase price and/or of the work wages. The Purchaser shall not be entitled to pledge, transfer as security or otherwise encumber the goods subject to retention of title.
8.6 The Purchaser shall assign, for the purpose of the securing of the purchase price, all claims from resale in the sense of Item 8.5 to HSM. Likewise assigned are all claims which the Purchaser acquires from damage or loss of the goods subject to retention of title. As long as the Purchaser needs his contractual obligations and meeting of these obligations is not endangered, the Purchaser can collect the receivables assigned himself.
8.7 The Purchaser must inform HSM without delay, stating the documents necessary for an intervention concerning any enforcement measures on the part of third parties regarding the goods subject to retention of title or the receivables assigned in advance. The Purchaser shall bear all expense which has to be incurred for the annulment of the attachment by third parties of the property subject to retention of title and/or property serving as security of HSM and for the replacement of the item, if it cannot be collected from third parties.
8.8 At HSM’s justified request, the Purchaser shall be obliged to disclose the assignment to his customers and to give HSM the information and documents necessary for collection. Attachments by third parties of the goods subject to retention of title or the claims assigned are to be brought to HMS’s attention without delay.
8.9 If the value of the existing securities exceeds the receivables secured by more than 20%, HSM shall be obliged at the Purchaser’s request to release securities to that extent; the choice of the securities to be released shall be made by HSM.

9. Industrial copyrights and copyright
9.1 If the use of the goods leads to the violation of industrial property rights or copyright on the domestic market, HSM shall, at its discretion, obtain the right for further use for the Purchaser or modify the item supplied in a way acceptable for the customer so that the industrial property right violation no longer exists (subsequent performance). The Purchaser shall be obliged - to inform HSM without delay about any possible industrial property right or copyright violations, - to support HSM against claims made and make possible the carrying out of the modification measures.
9.2 The right of HSM to refuse subsequent performance in accordance with Art. 439, para 2 of BGB (German Civil Code) shall remain unaffected.
9.3 HSM shall indemnify the Purchaser from undisputed claims or claims recognised by court decision of the owners of industrial property rights concerned.
9.4 The claims of the Purchaser stated above shall be subject to a limitation period of one year after the passing of risk.
9.5 HSM shall not be liable for the violation of industrial property rights unless at least 1 industrial property right from the family of industrial property rights has been published either by the European Patent office or in one of the states Federal Republic of Germany, France, UK, Austria or USA. HSM shall, moreover, not be held liable, - if the violation of the law was caused by the fact that the Purchaser modified the item supplied without authorisation or has used it in a way not in accordance with the contract; - the violation of the law is based on an instruction issued by the Purchaser.
10. Secrecy
10.1 All of the business or technical information originating from HSM (including features which can be seen from any items or software handed over), as long as and to the extent that they are not provably public knowledge or were not defined by HSM for resale by the Purchaser, are to be kept secret from third parties and must in the Purchaser’s own plant only be made available to such persons as are likewise obliged to maintain secrecy; they shall remain the exclusive property of HSM. Without HSM’s agreement such information must not be reproduced or used for commercial purposes. On request, all information originating from HSM including any copies made and records kept and item provided on loan are to be surrendered without delay and completely to HSM and/or are to be destroyed by agreement with HSM.
10.2 HSM shall reserve all rights to the information stated in Item 10.1 (including copyrights and the right to apply for industrial property rights, such as patents, utility models, semi-conductor protection etc.).

11. Use of software
11.1 To the extent that software is included in the scope of supply, the Purchaser shall be granted the right to use the software supplied including its documentation. It is provided for use on the goods intended for the purpose. A use of the software on more than one system is prohibited.
11.2 The Purchaser may reproduce, revise, translate the software or convert from object code to the source code only to the statutorily permitted extent (Arts. 69 a ff UrhG (Copyright Act)). The Purchaser undertakes not to remove any manufacturer’s details – in particular copyright marks – or to change the manufacturer’s details without the prior express permission of HSM.
11.3 All other rights to the software and the documentation including the copies shall remain with HSM and/or with the software supplier. The granting of sub-licences is not permitted.

12. EU turnover tax identification number
If the Purchaser has his head office outside Germany, he is obliged to observe the ruling on turnover tax of the European Union (EU). This includes in particular the announcement of the turnover tax identification number to HSM without any separate inquiry. The Purchaser undertakes on request to provide the necessary information regarding his capacity of entrepreneur, with regard to the use and the transport of the goods delivered as well as with regard to the statistical reporting obligation to HSM. The Purchaser is obliged to refund any expense, including processing fees, which HSM incurs as a result of faulty information provided by the Purchaser on turnover tax. HSM shall not be held reliable for any faulty information provided by the Purchaser with regard to turnover tax.

13. Venue and place of performance
13.1 Should individual clauses of these conditions be wholly or partially ineffective, this shall leave the effectiveness of the other clauses and/or the other parts of the ineffective clause unaffected. An ineffective provision shall be replaced by the parties by such an effective provision as comes closest to the commercial purpose of the ineffective provision. The same shall be applied by analogy to a gap in the provision.
13.2 The place of performance and place of payment shall be Salem unless otherwise provided.
13.3 The venue for any disputes shall be the court competent for the head office of HSM. HSM shall, moreover, be entitled to assert their claims at the court having general jurisdiction for the Purchaser.
13.4 The contract shall be governed by the law of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) of April 11th, 1980.