Terms and Conditions
General Terms and Conditions of Business and Delivery for Hang GmbH, D-73037 Göppingen (Status: September 2026)
Art. 1 Scope of application
1. These General Terms and Conditions of Business and Delivery of Hang GmbH, Adolf-Safft-Str. 10, 73037 Göppingen, Germany (hereinafter “we” or “us”), apply exclusively to all contracts with our customers, in particular for machines, spare parts and merchandise, both for orders placed via our online shop and for all other orders. They apply to entrepreneurs (§ 14 BGB), legal entities under public law and special funds under public law. Deviating General Terms and Conditions of the Customer are not recognised by us unless we have agreed to their validity in writing. Our General Terms and Conditions shall also apply if we carry out the supply without reservation in the knowledge of deviating General Terms and Conditions of the Customer.
2. These Terms and Conditions shall also apply to all future business relationships, even if they are not expressly mentioned again in agreements of any kind.
3. These Terms and Conditions apply to contracts of sale, contracts for work and materials and contracts for work and services, in particular also to the manufacture of machines and parts according to the Customer's specifications and to assembly, commissioning, repair and service work. Where these Terms and Conditions refer to “delivery” or “goods”, this shall apply accordingly to work performance.
Art. 2 Conclusion of contract and orders via our online shop
1. The presentation of goods in our Internet shop, in catalogues or in any other way does not constitute a legally binding contractual offer on our part, but only a non-binding invitation to the Customer to order goods via this shop or from us.
2. Outside our online shop, in particular for machines, spare parts and merchandise, our offers are non-binding unless expressly designated as binding. Orders placed by the Customer constitute binding offers which we may accept within two weeks of receipt. The contract is only concluded upon our order confirmation in text form or upon execution of the delivery; our order confirmation shall be decisive for the content and scope of the delivery.
3. When ordering online, the Customer submits a binding offer by going through the ordering procedure provided in our online shop. The steps are as follows:
- select the desired product;
- confirm selection by clicking the “Add to shopping basket” button;
- to check the details in the shopping basket, confirm the “Checkout” button;
- after registering and entering your login details (e-mail address and password) in the online shop;
- check the data entered and correct it if necessary;
- binding order by clicking on the button “Order with obligation to pay”.
After the Customer has checked their details and before they submit the binding order, they can correct their entries. To do this, they must press the “Back” button on their Internet browser. This takes them back to the website where their details are recorded. They can also cancel the order process by closing the Internet browser.
We confirm receipt of the order immediately by means of an automatically generated e-mail (“Acknowledgement of receipt”). The acknowledgement of receipt does not constitute acceptance of the order. The contract is only concluded when we accept the order by separate declaration in text form (“Order confirmation”) or dispatch the goods. The Customer shall be bound by its order for five working days.
Art. 3 Documents, industrial property rights
1. We reserve the property rights and copyrights to illustrations and drawings, calculations and other files and documents; they may not be made accessible to third parties. This applies in particular to files and documents that are labelled as confidential. The Customer requires our express consent before passing them on to third parties.
2. Where goods are manufactured according to drawings, samples, models or other specifications of the Customer, the Customer warrants that this does not infringe any industrial property rights of third parties (in particular patents, utility models, designs, copyrights and trademarks). The Customer shall indemnify us against all claims of third parties arising from such infringements, including the reasonable costs of legal defence, unless the Customer is not responsible for the infringement. If a third party prohibits us from manufacturing or delivering by invoking an industrial property right, we shall be entitled to suspend work and, if the matter is not clarified within a reasonable period, to withdraw from the Contract.
Art. 4 Prices, terms of payment, early payment, right of withdrawal, default, repossession, right of retention, offsetting, counterclaim
1. Unless otherwise agreed, all prices are ex works Göppingen, excluding freight, insurance, customs duties, foreign taxes, etc. plus VAT at the applicable rate. If delivery has been agreed, delivery shall be free kerbside at the agreed unloading point. In this case, the Customer is obliged to provide the personnel and equipment required for unloading at their own expense.
2. In principle, invoices to customers must be paid within 10 days of the invoice date. For new customers and orders in our shop, invoices must be settled within 10 days of the invoice date. Payment orders, cheques or bills of exchange will only be accepted by special agreement and only on account of performance. The costs for discounting and collection shall be borne by the Customer.
3. If the Customer is in arrears with at least two instalments, we shall be entitled to declare the entire claim due, even if cheques or bills of exchange have been accepted. In this case, the securities will be returned against immediate cash payment.
4. If, after conclusion of the Contract, a significant change occurs in the Customer's financial circumstances which jeopardises our claim to counter-performance, or if such a situation already existed with the Customer at the time of conclusion of the Contract but only became known subsequently, we may refuse performance until counter-performance has been effected. This applies in particular to cases in which unsuccessful enforcement measures, bill or cheque protests, self-insolvency applications, efforts for moratoria, liquidation or similar exist. In such cases, we may set the Customer a deadline for providing the consideration or a security. If the consideration or security is not provided within this period, we are entitled to withdraw from the Contract.
5. Our claims may only be offset against recognised or legally established claims or claims that are synallagmatically linked to the offset principal claim. Counterclaims are excluded. The Customer is only authorised to assert a right of retention insofar as their claim is based on the same contractual relationship.
Art. 5 Exemption from performance, delivery time, partial delivery, right of cancellation, damages for delay
1. Timely and correct self-delivery remains reserved, insofar as we have not assumed any guarantee of successful performance, furthermore insofar as we have not assumed any procurement risk.
2. The commencement of the delivery period stated by us is subject to the condition that all documents and information to be supplied by the Customer are received by us in good time and that all details of the order, in particular all technical questions, approval of drawings, delivery of any parts to be provided etc., have been clarified in advance. This also applies to assembly services. Partial deliveries are permissible insofar as they are reasonable.
3. We shall not be responsible for delays in delivery due to force majeure or other circumstances for which we are not responsible - in particular traffic disruptions and operational disruptions for which we are not responsible, strikes, lockouts, shortages of raw materials, war, pandemics and generally binding public law orders and regulations - insofar as we have not assumed any guarantee with regard to the success of performance and furthermore insofar as we have not assumed any procurement risk. If we are unable to deliver within the agreed delivery period in this case, the delivery period shall be extended by a reasonable period. If in this case there is an obstacle to delivery beyond the reasonably extended delivery period, we are entitled to withdraw from the Contract.
4. If we are unable to meet the agreed delivery time, the Customer is obliged to declare at our request within a reasonable period of time whether they still insist on delivery. If they do not make a declaration, we are entitled to withdraw from the Contract or to cancel the Contract after a reasonable period of time has expired.
5. If we are in default, the following shall apply:
a. If there is a transaction for delivery by a fixed date or if the Customer can assert that their interest in the fulfilment of the Contract has lapsed or if the delay is due to an intentional breach of contract for which we, our representatives or our vicarious agents are responsible, we shall be liable for damages caused by delay in accordance with the statutory provisions. In the event of a grossly negligent breach of contract for which we are responsible, our liability for damages caused by delay shall be limited to the foreseeable, typically occurring damage.
b. If we, our representatives or our vicarious agents have breached a material contractual obligation and there is no case of liability in accordance with the statutory provisions within the meaning of point a., our liability for damages caused by delay shall be limited to the foreseeable, typically occurring damage.
c. In other cases, our liability for delay shall be limited to a maximum of 5 % of the delivery value.
d. This shall not exclude the Customer's other statutory claims.
e. A reversal of the burden of proof is not associated with the above provisions.
Art. 6 Transfer of risk, delivery
1. Unless otherwise agreed in the order confirmation, delivery “ex works Göppingen” is agreed. Dispatch shall always be at the Customer's risk, even in the case of delivery from a place other than the place of fulfilment - and even in the case of carriage paid delivery and/or delivery by our own personnel or vehicles.
2. If delivery by us has been agreed, the Customer must provide expert personnel and any necessary technical equipment (e.g. forklift) in good time to ensure smooth unloading. It is assumed that the vehicle can drive directly to the unloading location and be unloaded immediately. If these conditions are not met, any additional costs incurred will be charged separately.
Art. 6a Acceptance, assembly and commissioning
1. Where acceptance is provided for by law or has been contractually agreed, the following provisions shall apply in addition. The transfer of risk shall also in this case be governed by Art. 6. If a factory acceptance test (pre-acceptance at our works) has been agreed, we shall notify the Customer of the date in good time; if the Customer does not attend, we shall be entitled to carry out and document the factory acceptance test alone.
2. The Customer is obliged to accept as soon as we have notified completion and any agreed trial operation has been carried out. Acceptance may not be refused on account of insignificant defects.
3. Acceptance shall be deemed to have taken place if
a. we have set the Customer a reasonable deadline for acceptance after completion and the Customer has not refused acceptance within this period, stating at least one defect (§ 640 Para. 2 BGB), or
b. the Customer uses the delivery item for production purposes beyond any agreed trial operation.
4. If assembly or commissioning by us has been agreed, the Customer shall, at its own expense and in good time, create all necessary conditions, in particular a suitable installation area and foundations, unobstructed access, energy and media (e.g. electricity, compressed air, coolant), lifting equipment as well as auxiliary personnel and the material required for test runs. If assembly or commissioning is delayed for reasons for which the Customer is responsible, the Customer shall bear the resulting additional costs, in particular for waiting times and additional journeys, at our respective current rates.
5. Unless expressly included in the price, assembly and commissioning services shall be invoiced separately on a time and material basis at our respective current rates.
Art. 7 Claims for defects
1. If there is a defect, we are entitled to determine the type of subsequent fulfilment, taking into account the type of defect and the legitimate interests of the Customer. Subsequent fulfilment of these contracts is deemed to have failed after the third unsuccessful attempt. (This clause does not apply in the case of recourse according to §§ 445a, 445b, 478 of the German Civil Code [“BGB”]).
2. In the event of subsequent performance in the event of defects, we shall only be obliged to bear the necessary expenses, in particular transport, travel, labour and material costs, insofar as these are not increased by the fact that the item has been taken to a place other than the registered office or commercial branch of the Customer to which the delivery was made. (This clause does not apply in the case of recourse according to §§ 445a, 445b, 478 of the German Civil Code [“BGB”]).
3. The Customer's claims for defects, including claims for damages, shall lapse after one year. The limitation period begins upon delivery or, in the case of work performance and where acceptance has been agreed, upon acceptance. This does not apply in the case of recourse according to §§ 445a, 445b, 478 BGB, nor does it apply in the cases of §§ 438 Para. 1 No. 2 BGB and § 634a Para. 1 No. 2 BGB. This also does not apply to claims for damages due to injury to life, limb or health or due to a grossly negligent or wilful breach of duty by us or our vicarious agents.
4. Claims for defects shall not exist insofar as the defect is based on designs, drawings, specifications, samples or other requirements of the Customer or on materials or parts provided by the Customer. We shall only be obliged to check such requirements and materials provided if this has been expressly agreed; our obligation to notify the Customer of obvious concerns remains unaffected.
5. The Customer shall deliver materials to be provided by it at its own expense and risk, in good time, free of defects and in sufficient quantity, including a reasonable surplus for production-related scrap. We shall not be liable for scrap or damage resulting from defects in the materials provided; in all other respects Art. 8 shall apply.
6. Furthermore, claims for defects shall not exist in the case of natural wear and tear or damage arising after the transfer of risk as a result of faulty or negligent handling, operation by untrained personnel, non-compliance with our operating, maintenance and safety instructions, excessive stress, unsuitable operating materials or special external influences not assumed under the Contract. If the Customer or third parties carry out improper modifications or repair work, there shall likewise be no claims for defects in respect of these and the resulting consequences.
Art. 8 Liability for damages and reimbursement of expenses
1. In the event of our liability for damages, the following shall apply:
a. If the claims are based on an intentional or grossly negligent breach of duty by us or our representatives or our vicarious agents, we shall be liable for damages in accordance with the statutory provisions.
b. Unless otherwise stipulated under a. and insofar as there is no breach of material contractual obligations, our liability for damages is excluded.
c. Insofar as essential contractual obligations are breached, our liability shall be limited to the foreseeable damage typical for the Contract.
2. The exclusions and limitations of liability under Clause 1 apply not only to contractual claims, but also to other claims, particularly claims in tort. They also apply to claims for reimbursement of futile expenses instead of performance. In the case of tortious claims, the same exclusions and limitations of liability apply to persons employed in the performance of a task (Verrichtungsgehilfen) within the meaning of § 831 BGB as to vicarious agents (Erfüllungsgehilfen). Our right to exculpation (§ 831 Para. 1 Sentence 2 BGB) remains unaffected.
3. The exclusions and limitations of liability under Clause 1 shall not apply to any existing claims pursuant to §§ 1 and 4 of the German Product Liability Act or due to culpable injury to life, limb or health. They also do not apply if we have assumed a guarantee for the quality of our goods or a performance success or a procurement risk and the guarantee case has occurred or the procurement risk has been realised.
4. We shall only be liable for the assumption of a procurement risk if we have expressly assumed the procurement risk in writing.
5. Insofar as our liability is excluded or limited, this also applies to the personal liability of our employees, workers, personnel, representatives and vicarious agents.
6. A reversal of the burden of proof is not associated with the above provisions.
Art. 9 Retention of title, processing, mixing and manufacturing
1. Ownership of the delivered goods shall remain reserved until all payments arising from the business relationship with the Customer have been received. In the event of conduct by the Customer in breach of contract, in particular default in payment, we shall be entitled to withdraw from the Contract and to demand the return of the reserved goods. After taking back the reserved goods, we shall be entitled to realise them; the proceeds of realisation shall be credited against the Customer's liabilities, less reasonable costs of realisation. The Customer is obliged to handle the reserved goods with care and to insure them adequately at replacement value against fire, water and theft at its own expense.
2. In the event of seizures and other interventions by third parties, the Customer must notify us immediately in writing in order to safeguard our rights (e.g. action under § 771 of the German Code of Civil Procedure [“ZPO”]). If the third party is not in a position to reimburse us for the judicial or extrajudicial costs of an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us.
3. The Customer shall be entitled to resell and use the delivered goods in the ordinary course of business; however, he hereby assigns to us all claims arising from the resale against his customers or third parties in the amount of the value of the reserved goods, irrespective of whether the delivered goods have been resold without or after processing. The value of the reserved goods shall be the final invoice amount agreed with us (including VAT). If the resold goods subject to retention of title are co-owned by us, the assignment of the claims shall extend to the amount corresponding to our share of the co-ownership. The Customer is not authorised to sell the goods in any other way, in particular to pledge them or assign them as security.
4. The Customer shall remain authorised to collect the claim from the resale even after the assignment. Our authorisation to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the Customer fulfils their payment obligations from the proceeds received, is not in default of payment and no application for the opening of insolvency proceedings has been filed or payments have been suspended. If this is the case, however, we can demand that the Customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs their debtor of the assignment.
5. The processing or transformation of the delivered goods by the Customer is always carried out for us as the manufacturer. If we process or remodel an item (goods), we are also the manufacturer of the item for the Customer who supplied the item. The Customer's expectant right to the delivered goods shall continue in the remodelled item. If the delivered goods are further processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the objective value of the delivered goods to the other processed items at the time of processing. In all other respects, the same shall apply to the item created by processing as to the goods delivered under reservation of title.
6. If the item delivered by us or manufactured by us is inseparably mixed, blended or combined with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the objective value of the delivered goods to the other items at the time of mixing, blending or combining. If the transaction is carried out in such a way that the Customer's item is to be regarded as the main item, it is hereby agreed that the Customer shall transfer co-ownership to us on a pro rata basis and shall keep the sole or co-ownership for us free of charge.
7. The Customer also assigns to us those claims to secure our claims against them to the amount of the value of the reserved goods with all ancillary rights and priority over the rest, which accrue to them against a third party by combining the reserved goods as an essential component with a property, ship, ship under construction or aircraft of another party. Art. 9 Para. 3. Sentence 2 and 3 apply accordingly.
8. The Customer shall also assign to us those claims to secure our claims against them to the amount of the value of the goods subject to retention of title with all ancillary rights and priority over the rest, which they acquire to a third party upon the sale of their own property, ship, ship under construction or aircraft to which they have connected the goods subject to retention of title as an essential component. Art. 9 Para. 3. Sentence 2 and 3 apply accordingly.
9. We undertake to release the securities to which we are entitled at the Customer's request to the extent that the realisable value of our securities exceeds the claims to be secured by more than 10% or the nominal amount by more than 50%; we shall be responsible for selecting the securities to be released.
Art. 10 Applicable law, place of fulfilment, place of jurisdiction
1. This contract is governed by the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
2. The place of fulfilment for all services arising from this Contract is 73037 Göppingen.
3. For contracts with merchants, legal entities under public law, special funds under public law and with foreigners who do not have a domestic place of jurisdiction, the place of jurisdiction is 73037 Göppingen. However, we also reserve the right to take legal action at the Customer's place of business.
Art. 11 Miscellaneous
1. Should any provision of this Contract be or become invalid, this shall not affect the validity of the other provisions of this Contract. In this case, the parties are obliged to replace the invalid provision with a provision that corresponds economically to what the Parties would have agreed had they been aware of the invalidity.
2. These General Terms and Conditions are available in German and English. In the event of any discrepancy between the language versions or any doubt as to interpretation, the German version shall prevail exclusively.