General Terms and Conditions (GTC)
of the company
HLC Industrial Technologies GmbH
for the sale of electrical, automation and drive systems
in the B2B sector
Contents
§ 1 Scope
§ 2 Scope of services
§ 3 Conclusion of contract
§ 4 Delivery conditions
§ 5 Prices and shipping costs
§ 6 Payment conditions, offsetting and right of retention
§ 7 Retention of title
§ 8 Note on testing switchgear
§ 9 Warranty
§ 10 Cancellation and return
§ 11 Liability
§ 12 Copyright
§ 13 Data protection
§ 14 Final provisions
§ 1 Scope
(1) These general terms and conditions (hereinafter: T&Cs) regulate all contractual relationships between HLC Industrial Technologies GmbH, Ballindamm 39, 20095 Hamburg, Germany (hereinafter "provider") and its customers (hereinafter "customer").
They apply to the sale of electrical, automation and drive systems in the B2B sector. The offers on the website www.hlcgroup.de and all other offers are aimed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) who conclude contracts in the exercise of their commercial or independent professional activity.
(2) The contractual agreements between the provider and the customer arise from these T&Cs and the written order confirmation. Other expressly agreed documents, such as individual contractual conditions or technical specifications, can also be part of the contract if this is agreed.
(3) The version of the T&Cs valid at the time the contract is concluded is decisive. Changes to the T&Cs have no effect on contracts already concluded, unless this is expressly agreed between the parties. These terms and conditions also apply to all future business relationships between the provider and the customer, even if their application is not expressly agreed again.
(4) Deviating conditions of the customer will only become part of the contract if the provider has expressly agreed to them in writing. This also applies to deviating conditions contained in orders or other documents of the customer. Tacit consent or the absence of an express objection does not constitute consent to such conditions.
§ 2 Scope of services
(1) The provider provides the distribution, provision and testing of electrical components, multi-drive systems, electrical control cabinets, switching materials, electrical components and industrial automation solutions.
(2) The products are delivered either directly from the provider's warehouse or as part of a drop shipment directly from the manufacturer or sub-supplier to the customer. The exact delivery conditions are regulated individually in the offer.
(3) The planning and implementation of industrial automation solutions as well as the delivery of tailor-made systems are carried out after individual coordination with the customer. These services are aimed exclusively at customers in the B2B sector and are tailored to the customer's specific requirements.
(4) Services such as support with commissioning or troubleshooting are not part of the provider's regular offers. These services are only available after prior agreement, and the provider decides on a case-by-case basis whether and to what extent they are provided. The conditions and scope of such services are agreed individually with the customer and recorded in a separate written agreement.
(5) The exact service contents, delivery conditions and prices for the products are recorded in a separate offer that contains all relevant details. This offer is the basis of the contract and binds the provider and the customer after written acceptance by both parties.
(6) The provider works exclusively with well-known manufacturers and suppliers to ensure that all products and systems comply with the applicable norms and standards. Particular emphasis is placed on the quality, durability and reliability of the products.
(7) The provider reserves the right to adapt the products and services offered at any time for operational reasons. Changes or discontinuation of products or services will be communicated to the customer in good time, unless these changes are already regulated in a binding offer.
§ 3 Conclusion of contract
(1) The presentation and advertising of products or services on the provider's website does not constitute a binding offer to conclude a purchase contract, but merely an invitation to place an order.
(2) By sending an order by email, telephone or by written order (e.g. by fax or letter), the customer places a legally binding order. He is bound to the order for a period of four (4) weeks after placing the order.
(3) The provider will immediately confirm receipt of the order by email. However, this email does not constitute a binding acceptance of the order unless it also confirms acceptance in addition to confirmation of receipt.
(4) After sending an inquiry by email, telephone or written order, the provider will send the customer an offer that is valid for four (4) weeks from the date of the offer, unless the offer contains a different binding period or is expressly marked as "indicative" or "subject to change". An offer from the provider merely represents the basis for a binding contractual declaration (application) by the customer.
(5) A contract is concluded when the provider confirms the customer's order by means of a written declaration of acceptance or accepts it by actually delivering the products. With the order confirmation or in a separate email, but no later than upon delivery of the products, the contract text consisting of the order, general terms and conditions and order confirmation is sent to the customer by the provider on a permanent data carrier.
(6) If the delivery of the products ordered by the customer is not possible, for example because the corresponding goods are not in stock, the provider will refrain from making a declaration of acceptance. In this case, a contract is not concluded. The provider will inform the customer of this immediately and immediately refund any consideration already received.
(7) The provider has the right to withdraw from the contract if delivery of the goods becomes impossible because upstream and/or subcontractors cannot deliver goods or parts of the goods.
Prerequisites for withdrawal:
The provider can only obtain replacements with disproportionate effort.
The impossibility of delivery is not the responsibility of the provider.
Conditions for withdrawal:
The circumstances only occurred after the contract was concluded.
The circumstances were not foreseeable at the time the contract was concluded.
The provider has demonstrably attempted to procure similar goods in a reasonable manner.
The customer will be notified immediately of such a case.
§ 4 Delivery conditions
(1) The exact delivery conditions, including delivery periods and delivery dates, are set out in the individual offer. If the delivery period is not explicitly stated in the offer for directly sold products, a standard delivery period of approximately four (4) weeks applies, subject to availability and other unforeseeable circumstances. For project-related deliveries, delivery periods are agreed individually with the customer. Since the provider offers different products with different delivery times, this information is specified in each offer depending on the product.
(2) The provider is entitled to make partial deliveries as long as this is reasonable for the customer.
(3) The delivery of freight forwarding goods is free curbside, which means that the goods are unloaded at the customer's property boundary. This is a standard delivery condition and limits the scope of the delivery to unloading at the property boundary. Further delivery (e.g. to the place of use in the building) only takes place if this has been expressly agreed in the individual case.
(4) The delivery dates agreed in the contract apply. These are generally non-binding unless an expressly binding delivery date has been set.
(5) The risk of accidental loss passes to the customer when the item for sale has been handed over to the carrier or has left our factory premises for shipment, even if partial deliveries are made or the provider has undertaken other services, such as shipping costs or delivery and installation.
§ 5 Prices and shipping costs
(1) All prices stated in the offers are net prices plus the applicable statutory VAT. The prices stated do not include costs for packaging and shipping, customs duties, transport insurance, fees and other charges, if these actually apply.
(2) The shipping costs are stated in the provider's offers. In some cases, if the shipping costs are low, delivery can include shipping costs. The price plus VAT and applicable shipping costs is also shown in the order confirmation before the order is sent.
(3) If the provider fulfills the customer's order by making partial deliveries, the customer will only incur shipping costs for the first partial delivery. If partial deliveries are made at the customer's request, the provider will charge shipping costs for each partial delivery.
(4) Additional work will be invoiced to the customer under the conditions agreed in the contract. If nothing has been agreed, the usual list prices apply.
§ 6 Terms of payment, offsetting and right of retention
(1) The purchase price, plus the applicable statutory VAT and the stated shipping costs, must be paid without deductions (net) within 30 days of receipt of the invoice at the latest, unless different payment terms have been agreed in writing. The provider reserves the right to charge default interest in accordance with Section 288 of the German Civil Code (BGB) in the event of late payment. For transactions with entrepreneurs, the default interest rate is 9 percentage points above the respective base interest rate. The provider is also entitled to charge a flat rate of 40 euros in accordance with Section 288 (5) of the German Civil Code (BGB) after the occurrence of default. Further claims for damages remain unaffected.
(2) The customer can pay the purchase price plus any applicable VAT and the shipping costs exclusively using the payment options offered by the provider. Payments are deemed to have been made on the day on which the provider has received the full amount in the specified bank account or from the respective payment provider. The customer is responsible for any bank charges that may arise.
(3) The customer is not entitled to offset against the provider's claims unless the counterclaims are legally established, undisputed or contractually agreed. The customer is also entitled to offset against the provider's claims if he asserts complaints about defects or counterclaims from the same purchase contract.
(4) The customer may only exercise a right of retention if his counterclaim arises from the same purchase contract and is undisputed or legally established.
§ 7 Retention of title
(1) The delivered goods remain the property of the provider until the purchase price and all claims arising from the business relationship have been paid in full. The retention of title also extends to claims that the provider asserts against the customer in connection with the delivery of further goods or services.
(2) As part of the proper course of business, the customer is entitled to resell the reserved goods. In this case, the customer hereby assigns all claims from the resale to the provider up to the amount of the provider's outstanding claims. The provider hereby accepts this assignment. However, the customer remains entitled to collect the claims as long as he meets his payment obligations.
(3) The customer is obliged to treat the reserved goods with care, to insure them adequately against fire, water and theft damage at his own expense and to carry out or have carried out maintenance and inspection work in a timely manner.
(4) If the customer acts in breach of contract, in particular in the event of late payment, the provider is entitled to withdraw from the contract and demand the return of the reserved goods. The customer bears the costs of taking them back. In addition, the provider is entitled to assert the assigned claims directly with the third-party debtor.
(5) The customer is obliged to notify the provider immediately in writing if third parties gain access to the reserved goods, in particular through seizure or other impairments. The customer must bear the costs of measures to secure the provider's property, provided that these were not caused by the fault of the provider.
(6) If the reserved goods are delivered directly to the customer by the manufacturer or supplier as part of a drop shipment, the provisions of the retention of title apply accordingly. In this case, the provider assigns its ownership rights to the manufacturer or supplier until full payment has been made, whereby the provider will inform the customer in writing when this occurs.
(7) As long as the retention of title exists, the customer is prohibited from pledging, transferring ownership as security or otherwise encumbering the reserved goods.
§ 8 Note on testing switchgear
The testing of switchgear is only carried out after a separate agreement within the framework of the project specification.
§ 9 Warranty
(1) The provider assumes liability for material or legal defects of the delivered items in accordance with the applicable statutory provisions. For customers who act as entrepreneurs in the sense of B2B contracts, the statutory warranty period for new goods is 12 months, starting with the delivery of the goods. Any further warranty claims are excluded to the extent permitted by law.
(2) The customer is obliged to inspect the goods received immediately and to notify the provider of any obvious defects in writing. This obligation also applies to hidden defects discovered later. In accordance with the provisions of Section 377 of the German Commercial Code (HGB), complaints must be reported to the provider in writing no later than 7 days after receipt of the goods. If this obligation to inspect and notify of defects is not complied with, the customer loses all warranty claims, including claims for repair, replacement delivery or reduction in the purchase price.
(3) In the event of a defect, subsequent performance will be carried out at the provider's discretion either by eliminating the defect or by delivering a new item. The provider's decision is made at its own discretion and depends on economic reasonableness and technical feasibility. The provider is entitled to refuse subsequent performance if this involves disproportionate costs.
(4) Seller guarantees granted by the provider for certain items or manufacturer guarantees by the producers come into effect in addition to the claims for material or legal defects in accordance with paragraph 1. The corresponding guarantee conditions are available on request. Details on the scope of these guarantees can be found in the guarantee documents enclosed with the items or can be made available digitally. However, a guarantee is only valid if it has been expressly promised in writing.
§ 10 Cancellation and return
(1) Cancellation of an order or return of materials is only permitted with the express written consent of the provider. Consent can be given in the form of an email, a signed document or other written communication. The provider reserves the right to charge a cancellation fee, the amount of which will be negotiated with the customer on a case-by-case basis in order to adequately compensate for costs already incurred. The cancellation fee must not be disproportionately high in order to ensure transparency for the customer. Returns of materials are made exclusively at the customer's expense and risk, including the risk of transport damage.
(2) The provider is entitled to carry out a thorough inspection of returned goods. If the goods are not returned in perfect condition, the provider reserves the right to either refuse to take them back or to charge the customer additional costs for restoring the goods to their original condition.
(3) Custom-made items, customer-specific orders (this includes orders that are manufactured or adapted according to the customer's specific specifications) and opened or used items are generally excluded from the possibility of cancellation or return. This also applies to all materials that were procured at the customer's special request.
(4) If the provider agrees to a cancellation or return as a gesture of goodwill, the refund will be made exclusively in the form of a credit note that can be used for future orders from the provider. The credit note is limited to 12 months from the date of issue. Payment in cash or in any other way is excluded.
§ 11 Liability
(1) The provider is liable for damages caused by intentional or grossly negligent behavior of the provider, its legal representatives or vicarious agents. In the case of simple negligence, the provider is only liable for damages resulting from injury to life, body or health as well as for damages caused by the violation of an essential contractual obligation (cardinal obligation). In this case, however, the provider's liability is limited to compensation for foreseeable, typically occurring damage.
(2) The provider is not liable for lost profits, production losses, loss of use or other indirect damages and consequential damages, unless these are based on intent or gross negligence.
(3) If the goods are delivered directly from the manufacturer or sub-supplier (drop shipment), the provider's liability is limited to the proper selection and commissioning of the respective manufacturer or supplier. The provider assumes no liability for transport damage or other damage that occurs after the goods have been handed over to the forwarding agent or carrier, unless this damage is due to intent or gross negligence on the part of the provider.
(4) The limitations of liability also apply to the benefit of the provider's legal representatives, employees and vicarious agents if claims are asserted against them.
(5) The limitations and exclusions of liability do not apply if the provider has expressly agreed to a guarantee in writing or if mandatory legal provisions, such as the Product Liability Act, conflict with this.
(6) The customer is obliged to take appropriate measures to prevent and minimize damage, in particular:
to inform the provider immediately about any recognizable damage or defects;
to take defective products out of service immediately in order to avoid consequential damage;
to initiate safety measures to minimize damage.
(7) The provider is not liable for damage that is due to the customer not fulfilling these obligations.
§ 12 Copyrights
The provider has copyright or usage rights to all images, films and texts published on its website. The use of images, films and texts is not permitted without the express consent of the provider. The same applies to texts and images in our offers.
§ 13 Data protection
(1) The provider collects, stores and processes the customer's personal data exclusively for the purpose of executing the contract, fulfilling legal obligations or, if necessary, protecting the legitimate interests of the provider. The collection, processing and use of this personal data only takes place with the express consent of the customer within the framework of the contractual relationship.
(2) The provider ensures that all of the customer's personal data is processed in accordance with the applicable data protection regulations. All necessary technical and organizational measures are taken to ensure the security of customer data and to protect it from loss, misuse or unauthorized access.
(3) The customer has the right to request information about the personal data stored by the provider at any time. In addition, the customer can request the correction, deletion or blocking of incorrect or improperly stored data, provided that there are no statutory retention periods to the contrary.
(4) Personal data will generally not be passed on to third parties unless this is necessary to process the contract (for example to logistics companies, payment service providers) or the customer has expressly consented to the transfer. The provider reserves the right to commission external service providers to process the data, provided that these service providers are contractually obliged to comply with the applicable data protection regulations and are regularly checked to ensure that they meet these requirements.
(5) The provider is entitled to delete the customer's personal data after the statutory retention periods have expired, provided that there is no legitimate interest in further storage (e.g. to assert, exercise or defend legal claims).
(6) Further information on data processing and the customer's rights can be found in the provider's privacy policy, which is available at any time on the provider's website.
§ 14 Final provisions
(1) Any changes or additions to the contract must be in writing, including the cancellation of the written form requirement itself. This regulation serves to ensure legal certainty and clarity with regard to the contractual agreements.
(2) Should individual provisions of these General Terms and Conditions (GTC) be or become invalid, the validity of the remaining provisions shall remain unaffected. The contracting parties undertake to replace the invalid provision with an effective provision that comes as close as possible to the original economic purpose of the invalid provision. This mechanism ensures that the continuity and intended economic success of the contract are maintained.
(3) The place of performance and jurisdiction for all disputes arising from the contractual relationship is the registered office of the provider, provided that the customer is a merchant, a legal entity under public law or a special fund under public law. This regulation is intended to ensure an efficient and predictable legal process, especially in the B2B context, where clarity about responsibilities is of crucial importance.
(4) This contract is generally subject to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). However, in the case of international contracts, a different choice of law can be agreed that meets the specific requirements of the countries involved in order to minimize possible legal conflicts and create a fair basis for both parties. This choice of law ensures that the contract is subject to either national legal provisions or a previously agreed legal system in order to ensure predictability for both parties and reduce potential conflicts.
STATUS: November 2024