GENERAL TERMS AND CONDITIONS

General Terms and Conditions of Sale of HOBART GmbH, Offenburg

§ 1 Scope

1. The following General Terms and Conditions (hereinafter referred to as GTC) apply only to transactions with traders, legal persons under public law or special funds under public law within the meaning of § 310 (1) German Civil Code (BGB).

2. Our GTC apply to all contracts and business relationships between us and our customers. In particular, they apply to the sale of goods, repairs and all other related services, unless agreed otherwise in individual contracts. Any general terms and conditions that conflict with or deviate from our GTC shall not become part of the contract unless we expressly agree to their validity.

3. Once included, our GTC shall also apply to all future contracts and business relationships with our customers, even if they are not expressly included again. Amended GTC shall become valid in their respective version upon their first inclusion. The latest version of the GTC can always be viewed and accessed at hobartservice.co.uk/hobarts-terms-conditions

4. In the case of ongoing obligations, we shall be entitled to make reasonable changes to our GTC vis-à-vis the customer, insofar as this is necessary for the further performance of the contract and one or more of the following reasons apply:

5. After conclusion of the contract, a contractual loophole has arisen that cannot be closed in any other way and that significantly impedes the performance of the contract.

6. In the event of a change in the legal situation due to the amendment of laws or the creation of new laws or supreme court rulings in order to ensure the continued legality of the GTC.

7. In the event that the equivalence of performance and consideration is significantly impacted by unforeseen and unforeseeable developments or changes in the legal or factual circumstances.

8. The customer shall be notified of the change to the GTC on the grounds of the above clause in writing at least six weeks before the change to the GTC comes into effect. The customer may object to the change to the GTC, with the effect that the contractual relationship shall end at the time the change to the GTC takes effect. The customer shall be expressly informed of the right to object.

9. The contract shall only be concluded to the extent and with the content as expressly confirmed by the order confirmation. If the content and scope of the order confirmation goes beyond that of the purchase order, this shall constitute a new offer. The customer accepts the new offer by unreservedly accepting the confirmed service. 

10. Field staff and sales representatives are not authorised to agree on ancillary terms or special contractual conditions.

§ 2 Offer, conclusion of the contract

1. Our offers are always subject to confirmation. The customer's purchase order constitutes a binding contractual offer that we can accept within 14 days. A contract is concluded only with our written order confirmation by post, fax or e-mail. The order confirmation does not require a signature if it is generated automatically. Other individual declarations or information, as well as guarantees, product information, discounts or information on repair times or costs, shall become legally binding only with a written declaration from HOBART GmbH.

We reserve the ownership rights, copyrights and the right of recovery for cost estimates, drawings and other offer documents. Such documents shall not be made accessible to third parties or used for purposes other than those for which they were provided to the customer.

§ 3 Scope and content of the contractually due service

1. Our written order confirmation shall be authoritative for the content and scope of the contractually due deliveries and services. Unless otherwise agreed, our deliveries are suitable only for the purposes given in the product descriptions accompanying the delivery items. We reserve the right to make technical changes during the delivery period that are attributable to improvements in technology or legal requirements, provided that the delivery item is not significantly altered and the changes are reasonable for the customer. The change shall be deemed unreasonable for the customer if the customer's interest in the unchanged service outweighs the interest in the change. If the change is unreasonable, the original content of the contract shall remain valid. If the fulfilment of the original contract is not possible, both parties shall have the right to withdraw from the contract. Reasonable changes do not constitute a material defect within the meaning of the law. 

2. Technical information, in particular regarding performance, consumption values or weight specifications, as well as illustrations and product descriptions in our newsletter, catalogue or on our website are non-binding and should only be considered approximate, unless they have been expressly agreed as binding. 

§ 4 Prices

1. Unless otherwise agreed, our prices valid at the time of the conclusion of the contract shall apply, exclusive of transport insurance, free delivery to the place of receipt, without installation, even if the goods have been dismantled into transportable parts for delivery, and exclusive of the value-added tax applicable on the day of delivery. The costs of domestic packaging are included in the price. Separately ordered accessories or spare parts for a specific machine are not included in the price of the machine. The price for separately ordered accessories or spare parts for a specific machine is quoted unpacked ex works or ex Hobart branch. Special requests by the customer, such as expedited shipping, special packaging, etc., will be carried out as far as possible against payment of the additional costs. Any customs duties, fees, taxes and other public charges shall be borne by the buyer. 

2. Price changes are permissible if there are more than twelve weeks between the conclusion of the contract and the agreed delivery date. If wages, material costs or market purchase prices increase or decrease between the conclusion of the contract and completion of the delivery, we shall be entitled and obliged to adjust the price appropriately in line with the change in costs. The customer is responsible for pointing out any reduction in the above-mentioned costs. The customer shall only be entitled to withdraw from the contract if the price increases significantly exceed the increase in the general cost of living between the time of ordering and the delivery. 

3. If we are also commissioned with assembly, installation or monitoring of the connection, we shall, upon request, provide our customer service technicians at the applicable billing rates, whereby the provisions of § 10 shall also apply.

4. Fixed prices shall only be valid if they have been acknowledged by us in writing and agreed in conjunction with a time frame for delivery and assembly and the completion of the work. Services not expressly included in the offer that are necessary for the execution of the order, in particular wall opening, plastering, earthworks and the like, will be invoiced separately at the applicable billing rates, insofar as they are carried out by us.

§ 5 Payment, default of payment, prohibition of offsetting

1. Invoices shall be payable without deduction within two weeks of invoicing and receipt of the goods. After expiry of the two-week period, the customer shall be in default without further reminder in accordance with § 286 (2) No. 2 BGB, unless the delay is not attributable to the customer. The default interest rate for payment claims is 9 percentage points above the base rate specified in § 247 BGB. In addition, HOBART shall be entitled to charge the customer a flat-rate default damage fee of € 40. The proof and the right to claim further interest damage, as well as other damages caused by default, remain unaffected by this and we expressly reserve this right. Default shall not occur if the late payment is not attributable to the customer. This shall not affect our right to claim interest on arrears in accordance with § 353 of the German Commercial Code (HGB).

2. We shall be entitled at any time, even within the framework of an ongoing business relationship, to make a delivery in whole or in part against advance payment. We shall declare a corresponding reservation at the latest with the order confirmation.

3. If there are several claims against the customer and the customer's payment is not sufficient to settle all claims in full, the customer's payments shall first be offset against the oldest claim. If interest or costs have already been incurred, the customer's payments shall first cover the costs incurred, then the interest and finally the principal claim. Any subsequent repayment provisions by the customer that deviate from or contradict this shall be disregarded. 

4. A payment shall only be deemed to have been made when we have unconditional access to the payment amount. In the case of payments by cheque, this shall only be the case when the cheque has been cashed without reservation.

5. Our customer may only offset undisputed or legally established counterclaims against our claim. This shall not apply to counterclaims arising out of the same contractual relationship. 

§ 6 Delivery and delivery period

1. Reasonable partial deliveries are permissible within the delivery periods specified by us, provided that this does not result in any disadvantages for use.

2. The agreed delivery period shall commence upon dispatch of the order confirmation, but not before fulfilment of the agreed obligations to cooperate necessary for delivery, such as the provision of the necessary documents to be procured by the customer and receipt of an agreed down-payment.

3. The delivery period shall be deemed to have been met if the shipment is ready for dispatch within the specified period and the customer has been notified of this or the delivery item has been handed over to the shipping agent by the factory. Installation services, even if they have been taken over by us, shall not be performed within the delivery period, unless this has been expressly confirmed by us. Compliance with any delivery period shall be subject to the fulfilment of the buyer's contractual obligations.

4. If, after conclusion of the contract, the customer's financial circumstances deteriorate significantly to the extent that the contract is jeopardised, or if we only become aware of this after conclusion of the contract, we shall be entitled to refuse performance until consideration has been provided or securities have been given. This shall also apply if the customer fails to meet its contractual obligations on time or suspends its payments.

§ 7 Installation and assembly / cooperation of the customer

1. The customer must establish the preconditions for ensuring that the media required for operation or installation of the system in accordance with our specifications (e.g. softened fresh water, electricity, steam, hot water, drains, etc.) are available and that the necessary official permits have been obtained. Unless expressly confirmed as being part of the scope of delivery, any necessary connection to supply lines (energy, water, waste water, etc.) must be arranged by the customer at its own expense, and may only be carried out by licensed specialist companies.

2. If the installation is carried out by us in accordance with the contract, the following provisions shall apply:

3. The buyer must provide suitable rooms for the storage of machine parts, materials, tools, etc. free of charge.

4. Before the start of installation, all deliveries and services to be provided by the buyer, in particular all masonry, carpentry, tiling and other preparatory work, must be sufficiently advanced to allow installation to be carried out immediately and without interruption.

5. If installation, assembly or commissioning is delayed for reasons beyond our control, the buyer shall bear the additional costs, in particular for waiting time and any additional travel required.

6. Surfaces to be insulated whose proper condition our customer guarantees in all cases, must be provided in a clean and level condition. In the case of room insulation, the surfaces to be clad must be bricked straight and cleaned of construction debris and mortar.

§ 8 Delay in delivery, force majeure, impossibility

1. The seller shall be liable without limitation in cases of delay in performance due to intent or gross negligence on the part of the seller or a representative or vicarious agent, as well as in cases of culpable injury to life, limb or health. In other cases of delay, the seller's liability for damages in addition to performance shall be limited to a total of 5% and for damages in lieu of performance (including compensation for futile expenses) to a total of 25% of the value of the delivery. Further claims by the buyer shall be excluded, even after expiry of any deadline set for the seller to perform. The limitation and exclusion shall not apply in the event of culpable breach of cardinal obligations (cardinal obligations are obligations whose fulfilment is essential for the proper execution of the contract and on whose compliance the contractual partner may regularly rely). However, the claim for damages for the culpable breach of cardinal contractual obligations shall be limited to the foreseeable damage typical for this type of contract, unless another case according to sentence 1 also applies. This shall not affect the buyer's right to withdraw from the contract in accordance with § 8 No. 2 of these GTC.

2. Our customer may withdraw from the contract — apart from the other cases regulated in these GTC — if it becomes finally impossible for us to deliver the entire order before the passage of risk. The customer may also withdraw from the contract if it becomes impossible for us to execute part of the delivery and the partial delivery or partial performance is demonstrably of no interest to the customer; furthermore, the customer may demand a reasonable reduction in price. If a binding delivery date given by us in exceptional cases is not met for reasons attributable to us, the customer may withdraw from the contract after having set us a reasonable grace period in writing with the threat of withdrawal and this grace period has expired without result for reasons attributable to us. All further claims by our customer to the extent resulting from § 10 shall be excluded. If the impossibility is not attributable to either contracting party, we shall be entitled to a part of the remuneration corresponding to the service rendered.

3. If the failure to meet deadlines is due to force majeure, e.g. mobilisation, war, riots, pandemics, or similar events beyond the control of the seller, e.g. strike or lockout, the bindingly agreed deadlines shall be extended by the periods during which the aforementioned event or its effects persist. The customer shall be entitled to withdraw from the contract after 3 months have elapsed since the original delivery date. The right to withdraw from the contract due to impossibility of delivery remains unaffected.

§ 9 Warranty for defects

1. The goods shall be deemed to be defective if, at the time of the passage of risk, they do not meet the subjective, objective or installation requirements. Subjective requirements that deviate from the objective requirements must be expressly agreed in the contract. Information in brochures, advertisements or on the Internet does not constitute an agreement that deviates from the objective requirements. If the contractually agreed subjective requirements deviate from the objective requirements, the defectiveness shall be determined exclusively on the basis of the subjective requirements for the goods.

2. The customer shall be obliged to inspect the goods delivered by HOBART and the invoice immediately, insofar as this is feasible in the ordinary course of business. The customer must notify HOBART in writing of any obvious defects in the delivered goods and any complaints regarding incorrect or incomplete delivery within two weeks of delivery of the goods. If a defect is not apparent upon delivery, the customer shall be obliged to notify HOBART in writing of the defect within two weeks of its discovery. If no notification is made within the above periods, the goods shall be deemed to have been approved and the customer shall be excluded from exercising his rights in respect of defects. Timely dispatch of the notification shall suffice to comply with the deadline. This exclusion shall not apply if the defect was fraudulently concealed by us, our legal representative or our vicarious agent. This shall not affect § 377 HGB.

3. We shall be entitled and are obliged to provide subsequent performance for defects that were already present in our goods at the time of the passage of risk. The customer must set us a reasonable period for subsequent performance. The type of subsequent performance shall be at our discretion in the form of subsequent delivery or repair. We shall be entitled to refuse subsequent performance if it involves disproportionate costs for us. The customer shall have no right of retention on the basis of alleged warranty claims. This shall not apply to undisputed or legally established warranty claims. In such cases, the right of retention shall be limited to an amount appropriate to the anticipated costs for rectification of the defect.

4. The limitation period for the buyer's warranty claims is 12 months from the passage of risk. This shall not apply if longer limitation periods are prescribed by law in accordance with §§ 438 (1) No. 2 (buildings and items for buildings), 479 (1) (right of recourse) and 634a (construction defects) BGB. 

§ 10 Liability

1. HOBART shall be liable without limitation for damages resulting from injury to life, limb or health, for fraudulent concealment of defects, for claims under the Product Liability Act, for intent or gross negligence on the part of HOBART, a legal representative or vicarious agent, as well as for damages covered by a warranty or assurance granted by HOBART or by a procurement risk assumed by HOBART. For damages not covered by sentence 1, HOBART shall only be liable for compensation for foreseeable damages typical for this type of contract in cases of minor negligence and only if an obligation whose proper fulfilment is essential for the execution of this contract and on whose fulfilment the contractual partner could rely (cardinal obligation) has been breached by HOBART, a legal representative or vicarious agent.

2. The provisions of the preceding paragraph 1 shall apply to all claims for damages (in particular for damages in addition to performance and damages in lieu of performance), regardless of the legal basis, in particular due to defects, breach of obligations arising from the contractual relationship or from tort. They shall also apply to claims for reimbursement of futile expenses in accordance with § 284 BGB. However, liability for delay shall be determined in accordance with § 8 No. 3 of these GTC.

3. If, in the event of a breach of a cardinal obligation, we have covered the risk of damage typical for the contract by means of third-party liability insurance, our liability and the liability of our legal representatives or vicarious agents shall be limited in amount to the payments made by the third-party liability insurance. Insofar as the insurer is not liable to make payments, we shall be liable for compensation up to the amount of the sum insured.

4. The above provisions do not imply a change in the burden of proof to the detriment of the buyer.

§ 11 Reservation of title

1. Until all claims (including payment balance claims) to which we are entitled against our customer now or in the future for any legal reason have been satisfied, we shall be granted the following securities, which we shall release upon request at our discretion if their value continuously exceeds the claims by more than 20%. 

2. We reserve title to the delivery items until full payment has been made. If the customer acts in breach of contract, in particular in the event of default in payment, we shall be entitled to reclaim the goods after issuing a reminder and the customer shall be obliged to surrender them.

3. Our customer shall be entitled to resell the delivery items in the ordinary course of business. However, the customer hereby assigns to us all claims in the amount of the purchase price agreed between us and the customer (including VAT) which accrue to him from the resale, irrespective of whether the delivery items are sold without or after processing. If there is a current account relationship between the customer and the customer's buyer within the meaning of § 355 HGB, the assignment of claims shall extend to the balance surplus existing after the resale. 

4. The customer shall be authorised to collect the purchase price claim from the resale even after its assignment. This shall not affect our authority to collect the claims ourselves. However we undertake not to collect the claims as long as the customer duly meets his payment obligations and is not in default of payment. If this is the case, however, the customer must disclose the assigned claims and their debtors upon first request, provide all information necessary for collection, hand over the relevant documents and notify the third parties of the assignment. (Extended retention of title)

5. The processing or transformation of goods subject to retention of title by the customer shall always be carried out on our behalf. If the delivery items are processed with other items that do not belong to us, we shall acquire co-ownership of the new item in the proportion of the value of the delivery items to the value of the other processed items at the time of processing. 
    

6. If the delivery items are inseparably mixed with other items that do not belong to us, we shall acquire co-ownership of the new item in the proportion of the value of the delivery items to the value of the other mixed items. The customer shall hold the co-ownership in safekeeping for us.

7. The customer may neither pledge the delivery items nor assign them as security. In the event of seizure, confiscation or other dispositions by third parties, the customer must notify us immediately and provide us with all information and documents necessary to protect our rights. Enforcement officers or third parties must be informed of our ownership.

8. In the event of seizure by third parties of the goods subject to retention of title, the customer shall indicate our ownership, notify us immediately and, if necessary, send us a copy of the seizure report. Costs and damages shall be borne by the customer. 

9. The customer must always treat the goods subject to retention of title with care and keep them in good condition. If the delivered item is subject to a regular service cycle, the customer undertakes to service the item regularly at appropriate intervals or to have it serviced. The customer shall be obliged to insure the goods subject to retention of title for an appropriate amount if insurance of such items is customary in the ordinary course of business. 

§12 Claims for damages by HOBART GmbH

1. If our customer fails to fulfil the contract or withdraws from the order without justification, we may demand 35% of the agreed contract price as compensation for the damage caused by the breach of obligations. If the delivery item has been delivered, this amount shall be increased by the transport costs and the costs of any reconditioning of the reclaimed goods. The customer shall have the right to prove that the damage was less than this amount.

2. In cases of particularly high damage, such as custom-made products or considerable repair or reconditioning costs resulting from improper use or storage of the reclaimed goods, we reserve the right to prove and claim higher damages instead of the lump-sum compensation specified in § 11 (1).

§ 13 After-sales service

1. We provide our after-sales service for repairs and maintenance work in accordance with the applicable invoicing rates. Repairs are carried out by us in such a way that the item is functional again afterwards. Any defective parts are replaced if this is necessary for the proper function. We provide a warranty for repaired and replaced parts in accordance with § 9 above.

2. After-sales service technicians are not authorised to make warranty commitments or other declarations binding on the seller.

3. The provisions of § 10 of these GTC apply accordingly to damage and defects in the context of repair or maintenance services.

§ 14 Implementation of the EU Data Act

1. In accordance with Regulation (EU) 2023/2854 (EU Data Act), our customers within the scope of the European Union (EU customers) have the right to request access to the data generated by the machines they have purchased, rented or leased (product data). Further information on this can be found on our website: Data Act Notice.

2. If the product whose data the customer wishes to retrieve supports SmartConnect365 (SC product), the product data is uploaded to the SmartConnect365 cloud at regular product-related intervals. The EU customer can then retrieve and download the generated and uploaded data online via the SmartConnect365 application. 

3. For products that do not support SmartConnect365, the generated data is stored in the product's local memory. The stored product data can be read out there via the existing USB port using a USB stick. (Direct Access, hereinafter "DA product"). Further metadata can be made available to the customer on request.

4. DA products that do not have a USB port as standard will be retrofitted with one free of charge by HOBART Ltd. upon separate request by the EU customer, provided that the product was placed on the market by the manufacturer after the EU Data Act came into force (12 September 2025). Customers can use the following contact form to request the retrofitting of a USB interface on a DA product.

5. Owner of the product data obtained as described in the above paragraphs is HOBART GmbH. The product data may not be used for the development or further development of the customer's own products that compete with the products offered by HOBART GmbH. The disclosure of the information to third parties for this purpose is also prohibited.

6. For specific enquiries regarding the disclosure of product data to third parties based within the EU, further information can be found on our website Data Act Notice.

§ 15 Final provisions / Place of jurisdiction

1. Should any part of the contract or these GTC be invalid, this shall not affect the validity of the rest of the contract or the GTC.

2. German law shall apply exclusively to the assessment of all legal relationships with our customers, to the exclusion of the laws governing the international sale of movable goods, even if the customer's registered office is located abroad.

3. Place of jurisdiction for all legal disputes arising out of the business relationships with our customers shall be Offenburg, provided that the customer is a trader, a legal entity under public law or a public sector special fund. Place of fulfillment shall be Offenburg. We shall also be entitled to bring legal action at the customer's place of business.

Offenburg, 10 September 2025