General terms and conditions of Hebotec GmbH

January 22, 2026

 

A. General Terms of Service

1. Scope

1.1.   These General Terms and Conditions (hereinafter also referred to as “GTC”) of Hebotec GmbH (hereinafter also referred to as “Hebotec”, “we”, “us”, “our”) shall apply exclusively to customers who are entrepreneurs within the meaning of Section 14 (1) of the German Civil Code (Bürgerliches Gesetzbuch, hereinafter “BGB”), i.e. natural or legal persons or partnerships with legal capacity who are acting in the exercise of their commercial or independent professional activity when concluding the transaction, and to customers who are legal entities under public law or special funds under public law.

1.2.  These GTC shall apply to all contracts with the Customer, in particular to all contracts regarding the sale and delivery of goods, especially electromechanical components. The provisions of these General Terms of Service under section A shall apply fully and supplementarily to the services and provisions regulated under section B.

1.3. These GTC shall apply exclusively in our relationship with the Customer. They shall also apply to all future business transactions as well as to all business contacts with the Customer, such as the commencement of contract negotiations or the initiation of a contract, even if these GTC are not again expressly agreed to or referred to. The validity of the Customer’s general order or purchase conditions is expressly contradicted.

1.4. Previous agreements and previous versions of our General Terms and Conditions are superseded by these GTC.

1.5.  If, in any individual cases, obligations are created in relation to any person or commercial entity who are not intended to become parties to the contract, the limitations of liability in these GTC shall also apply to such persons, insofar as these GTC were also applied in relation to such third parties when the contractual obligation was established. This is particularly the case if the third parties have gained knowledge or already had knowledge of these GTC when the obligation was established.

1.6. The acceptance of the delivery of our services and deliveries by the Customer shall be deemed to be acceptance of the validity of these GTC.

 

2. Contract Formation

2.1. Unless otherwise agreed, our offers are - subject to confirmation - non-binding.

2.2. We shall only be bound by an order resulting from our offer only if it has been confirmed by us in writing by way of an order confirmation or if we begin with the performance of the order.

 

3. Scope of delivery or services, Delivery / Performance Deadlines

3.1. Our offer or order confirmation shall determine the scope of our delivery or service. Ancillary agreements and changes shall require our confirmation in writing. If our offer or order confirmation is based on information provided by the Customer (data, figures, illustrations, drawings, system requirements, etc.), our offer shall only be binding if such information was correct. If it becomes apparent after contract formation that the order cannot be performed in accordance with the Customer’s specifications, we shall be entitled to withdraw from the contact if and insofar as the Customer is not prepared to accept any replacement solution proposed by us and to bear any additional costs actually incurred.

3.2. We shall be entitled to provide partial performance in relation to all deliveries and services to a reasonable extent.

3.3. We shall be entitled to use subcontractors to fulfil our contractual obligations.

3.4. As soon as we become aware of any risk of the Customer being unable to pay, we shall be entitled to provide deliveries and services only against advance payment or the provision of security in each case. Our rights to withdraw from any individual contract already entered into shall remain unaffected if and insofar as the Customer fails to make an advance payment or provide security within a reasonable period.

3.5. Delivery and performance periods and dates provided are based on the best possible information, but are generally non-binding. The commencement of a delivery period and compliance with any agreed delivery deadline shall be subject to the Customer’s timely and proper performance of its duties of cooperation, the provision of all documents required and the payment of any agreed advance payments.

3.6. If it is agreed that the Customer pays in advance, delivery can only take place after we have received the full payment.

3.7. If, for our performance, we have concluded a congruent covering transaction (i.e., ordered required goods from suppliers prior to entering into contract with the customer), our delivery and performance obligations are subject to proper and timely self-supply. In case of self-supply failure due to reasons beyond our control, we shall not be in default and may withdraw from the contract. We will inform the customer immediately and refund any payments already made.

4. Remuneration, payment conditions

4.1. Unless otherwise agreed with the customer, our claim is payable 30 days after delivery (or after full service), without any deduction. In the event of partial performance or deliveries, we may require proportional payment for each partial delivery/service.

4.2. Unless expressly agreed otherwise, the customer shall not be entitled to make deductions.

4.3. If the Customer is in default of payment, Customer shall compensate us for any damage caused by default, including interest at a rate of 9 percentage points above the base interest rate. If the Customer is in default with the payment of a due amount or partial amount for more than 14 days, if the Customer violates the obligations resulting from a retention of title or if the consideration due to us is endangered due to poor financial circumstances of the Customer, the entire outstanding balance of any and all claims shall become due for payment immediately.

4.4. If the Customer is in default of payment, we shall also be entitled to execute outstanding deliveries only against advance payment or provision of security, as well as, after setting a reasonable deadline, to withdraw from the concluded contract or claim damages for non-fulfilment, notwithstanding the right to assert return of goods delivered under retention of title at customer’s expense.

4.5. Only those claims which are undisputed or confirmed by way of a final legal judgment may be set off against any amount we may claim under our right to remuneration. The same applies to the exercise of any right of retention. The Customer shall be entitled to exercise any right of retention only insofar as it is based on the same contractual relationship.

 

5. General Liability

5.1. The Customer may claim damages only as follows:

5.1.1. For damages based on

- an intentional or grossly negligent breach of duty on our part, or 
- an intentional or grossly negligent breach of duty by one of our legal representatives, executives or agents 
  (“Erfüllungsgehilfe” within the meaning of § 278 BGB) 
  which are not material contractual obligations (cardinal obligations) and are not main or ancillary obligations in 
  connection with defects of our goods or services.

5.1.2. For damages which are based on the intentional or negligent breach of essential contractual obligations (cardinal obligations) on our part, on the part of one of our legal representatives, executives or agents (“Erfüllungsgehilfen” within the meaning of § 278 BGB). Material contractual obligations (cardinal obligations) within the meaning of the above subsections 6.1.1 and 6.1.2 are obligations whose fulfilment is essential for the proper execution of the contract and on whose compliance the customer regularly relies.

5.1.3. Furthermore, we shall be liable for damages due to negligent or intentional breach of duties in connection with defects in our goods or services (subsequent performance or subsidiary duties), and for damages which fall within the scope of protection of a guarantee (assurance) expressly given by us or a guarantee of quality or durability.

5.2. In the event of a breach of an essential contractual obligation involving simple negligence, liability shall be limited in amount to the damage typically to be expected and foreseeable for us at the time of conclusion of the contract when exercising due care.

5.3. Claims for damages by the customer in the event of a simple negligent breach of a material contractual obligation shall become time-barred one year after the statutory limitation period begins. This does not apply to any damage or injury in relation to life, personal injury or injury to health.

5.4. Claims for damages against us arising from mandatory statutory liability, for example under the Product Liability Act, as well as from injury in relation to life, personal injury or injury to health shall remain unaffected by the above provisions of this Section 6 and shall exist to the extent permitted by law within the statutory periods.

5.5. If third parties are commissioned or involved in the initiation or execution of the contractual relationship between the parties, the above-mentioned liability limitations (as well as the warranty limitations provided for in the respective special terms and conditions) shall also apply to the third parties.

5.6. Any rights of a Customer under § 445a, § 445b and § 478 of the Civil Code (BGB) where the Customer or its subsequent Customers are in a supply chain shall remain unaffected in accordance with the following provisions:

5.6.1. The Customer shall bear the burden of proof to establish that the expenses for subsequent performance were necessary and that it could not have refused subsequent performance to its buyer in accordance with § 439 (4) BGB or could not have performed subsequent performance in a more cost effective manner.

5.6.2. Any claim under § 445a (1) BGB shall expire under § 445b (1) BGB within one year from our delivery to the Customer. These periods shall also apply even if a longer period would apply under Section 438 of the German Civil Code (BGB).

5.6.3. The limitation period for the Customer's claims against us based on a defect in a newly-manufactured item, as defined in §§ 437 and 445a (1) BGB, shall expire at the earliest two months after the date on which the Customer has satisfied the claims of its buyer, provided that the claims had not yet expired in the relationship between the Customer and its buyer. This suspension of expiry shall end at the latest five years after the date on which we have delivered the goods to the Customer.

5.7. Claims in accordance with § 327u BGB remain unaffected by the above provisions and exist to the statutory extent within statutory periods.

 

6. Confidentiality

Unless a separate confidentiality agreement has been concluded with the customer in an individual case, the following provisions shall apply:

 

6.1. The Customer undertakes, during the term of the contract, to keep secret all information which becomes accessible to him in connection with the contract and which is designated as confidential or which is recognisable as being a business or trade secret due to other circumstances (“Confidential Information”), and further undertakes not to record or pass on any such Confidential Information to any to third party or exploit such information in any way, unless this is expressly approved in writing beforehand or required to achieve the purpose of the contract. This confidentiality obligation shall remain in force for a further ten years after the complete performance or ending of the related order.

6.2. The Customer´s obligations under 6.1 shall also apply to business secrets within the meaning of § 2 Clause 1 of the German Business Secrets Act (Geschäftsgeheimnisgesetz, “GeschGehG”).

6.3. The Customer undertakes to protect business secrets within the meaning of § 2 No. 1 GeschGehG the same way as other Confidential Information from being obtained by third parties by means of confidentiality measures that are appropriate under the circumstances. The secrecy measures shall at least correspond to the level of care customary in the trade as well as the level of protection that the Customer applies to its own trade secrets of the same category.

6.4. The above shall not apply to any information which, 

- was already known to the Customer before the start of the contract negotiations or which are communicated by third
  parties as non-confidential, provided that these do not violate confidentiality obligations on their part,
- the Customer has developed independently, 
- is or becomes publicly known through no fault or action of the Customer , or 
- which must be disclosed due to legal obligations or orders by a court or a public authority.

In the last situation the Customer shall notify us without undue delay before any disclosure. If the Customer claims one of the above exceptions to be applicable, the Customer shall bear the burden of proof in this respect. Further obligations in relation to confidentiality existing at law shall remain unaffected hereby.

6.5. The Customer shall not be entitled to obtain trade secrets or other Confidential Information by observing, examining, dismantling or testing an item or object within the meaning of Section 3 (1) GeschGehG ("Reverse Engineering"), unless the item or object has been made publicly available or mandatory legal standards permit such reverse engineering.

 

7. Miscellaneous: Place of Performance, Place of Jurisdiction, Contractual Language, Severability Clause, Applicable Law

7.1. Upon conclusion of the contract, the Customer shall provide us immediately with the valid VAT identification number issued to him by a Member State of the European Union. The Customer is also obliged to inform us at any time of any changes to the VAT identification number. Should we incur any damage due to a missing, incorrect or incomplete notification of the VAT identification number by the Customer, in particular due to a resulting loss of tax exemption for intra-Community deliveries in accordance with §§ 4 no. 1 lit. b), 6a of the German sales tax law (UStG), the Customer shall be obliged to compensate us. The foregoing obligation shall not apply if there is no culpable breach of duty by the Customer.

7.2. Place of Performance shall be Mössingen, Germany.

7.3. Exclusive place of jurisdiction for all disputes arising out of or in connection with the contractual relationship between the parties shall be Mössingen, Baden-Württemberg, Germany, insofar as the Customer is a merchant, a legal entity under public law or a special fund under public law or the Customer does not have a general place of jurisdiction in the Federal Republic of Germany or relocates its place of jurisdiction abroad. Notwithstanding the above, we shall be entitled to commence legal proceedings in relation to the assertion of any claim against the Customer at its general place of jurisdiction.

A merchant is any entrepreneur who is registered in the commercial register or who operates a commercial business and requires a business operation organized in a commercial manner. The customer has their general place of jurisdiction abroad if their place of business is located abroad.

7.4. If the Customer does not have a general place of jurisdiction inside the EU or the EEA or relocates its place of jurisdiction from inside the EU or the EEA to outside the EU or EEA, the following shall apply instead of the above clause 7.3:

All disputes arising out of or in connection with contracts to which these GTC apply or any disputes concerning the validity of these GTC shall be finally settled in accordance with the Arbitration Rules of the German Institution of Arbitration (DIS), excluding recourse to the ordinary courts of law. The arbitration tribunal shall consist of three arbitrators. The place of arbitration shall be Mössingen, Baden-Württemberg, Germany. The language of the proceedings shall be German.

7.5. The mother language of the responsible persons in our company is not English, neither is English the mother language of most of our Customers. And these GTC are drafted according to German law. Therefore the meaning of any chosen English term shall be interpreted by translating such terms into German and the German text of such translation or the translated German term and the meaning of the term or section in the German version is authoritative according to the German legal understanding.

7.6. If any provision of these GTC or any provision within the framework of other agreements is or becomes invalid, this shall not affect the effectiveness of any other provisions or agreements.

7.7. German law shall apply to any contractual and other legal relationships with our Customer to the exclusion of the UN Convention of Contracts for the International Sale of Goods (CISG).

 

B. Special Conditions for the Sale and Delivery of Goods

1. Scope

1.1. These Special Conditions for the Sale and Delivery of Goods apply to all contracts with the customer for the delivery of goods, particularly electromechanical components.

1.2. Together with the General Terms of Service under section A, these special conditions apply exclusively in our relationship with the customer concerning sale and delivery of goods.

 

2. Call Orders

If the customer orders a certain number of goods from us as part of a framework order to be delivered successively within a certain contract period after respective call-offs by the customer (“call orders”), the following applies: The contract period for call-offs is, unless otherwise agreed, a maximum of one year. If the customer does not call off all goods within the contract period, he is obliged to call off and accept the remaining goods within six months after the contract period without any request for acceptance or default notice by us. If this additional period expires without full call-off and acceptance, we may, at any time, deliver and invoice the remaining goods or withdraw from the order for the goods not yet called off (contractual right of withdrawal). Withdrawal must be declared to the customer within four weeks after the additional period has expired.

 

3. Supplementary provisions for Scope of Delivery and Service

3.1. Our deliveries are free of defects if they comply with the agreed requirements with regard to the quality and use as well as the agreements with regard to any accessories or any instructions.

3.2. We owe the transfer of title and the transfer of the purchased goods.

3.3. Freight insurance for goods to be shipped is only obtained upon express request, in the name and at the expense of the customer.

 

4. Shipment Sale, Transfer of Risk, Prices, Shipping Costs

4.1. The goods will be shipped to the address specified by the customer in the respective order, unless otherwise (especially the applicability of Incoterms) agreed.

4.2. The risk of loss or deterioration passes to the customer upon handing over the goods for shipping, even if partial deliveries occur, unless otherwise agreed. If shipment is delayed for reasons attributable to the customer, the risk passes as soon as we notify readiness for shipment.

4.3. Unless otherwise agreed in writing, our prices apply ex works (EXW Incoterms 2020), plus packaging and VAT at the applicable rate. Packaging costs are invoiced separately. VAT is added at the statutory rate when invoicing.

4.4. Usual shipping costs incurred within an order will be specified in the order confirmation and charged to the customer. Any extra costs for express or special shipments are also invoiced to the customer.

 

5. Retention of title

5.1. We reserve title to all the goods delivered by us until such time as payment is rendered in full in relation to all our current and future claims arising from the agreed contract and other ongoing business transactions (secured claims).

5.2. Goods subject to a retention of title shall not be pledged to any third party or assigned as security until all secured claims have been paid in full. The Customer must inform us without undue delay in written form if and to the extent that any third party accesses goods belonging to us.

5.3. If the Customer acts in breach of contract, including but not limited to in case of any non-payment of the purchase price due, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or demand the return of the goods on the basis of our retention of title. Any demand for the return of goods shall not in itself constitute a declaration of withdrawal from the contract; we are entitled to demand a return of goods and to continue to reserve our right to withdraw from the contact. If the Customer fails to pay the purchase price due, we may exercise these rights only if we have set a further reasonable deadline by which payment must be made or, if such an additional deadline is not required by law.

5.4. Any costs incurred in connection with the assertion of this retention of title (including against third parties) shall be borne by the customer.

5.5. The Customer shall be entitled to resell and/or process the goods in the ordinary course of business subject to our retention of title. In such case the following provisions shall also apply:

5.5.1. Any retention of title shall cover the full value of the goods resulting from processing, mixing or combining of our goods with other goods, whereby we shall be deemed the manufacturer. If in any processing, mixing or connection with other goods, a third party retains its retention of title, we shall then acquire a co-ownership in proportion to the invoice value of the processed, mixed or combined goods (“resulting product”). In all other respects, the same shall apply to the resulting product as to the goods delivered under retention of title by us.

5.5.2. The Customer hereby assigns to us by way of security any claims against third parties arising from the resale of the goods or the item, in whole or to the amount of our possible co-ownership share in accordance with the above provision. We hereby accept this assignment. The obligations of the Customer as set out in this Section 6. above shall also apply with regard to the assigned claims.

5.5.3. In addition to us, the Customer shall remain authorised to collect the claim. We undertake not to collect a claim provided that the Customer meets its payment obligations towards us, is not in default in relation to any payment, no application has been made for the commencement of insolvency proceedings and there is no other deficiency in terms of the Customer’s ability to pay. In the event of any of the above, we may require the Customer to disclose to us any assigned claim and the details of the respective debtor, provides all other details necessary for the collection and all related documentation and notifies the debtor (third party) of the respective assignment.

5.5.4. If the realisable value of any security exceeds our claim by more than 10%, we shall, at our discretion, release security at the request of the Customer.

5.6. The Customer must treat the reserved goods with diligent care. At our request, the Customer must adequately insure the reserved goods at replacement value against fire, water damage and theft at its own expense. Insofar as any maintenance or inspection work becomes necessary, the Customer shall carry out such at its own expense and in good time.

5.7. If the effectiveness of this retention of title depends upon its due registration, e.g. in one or more public registers in the Customer’s country, we shall be entitled and authorized by the Customer to effect such registration at the Customer’s expense. The Customer shall be obliged to provide at no charge all the support necessary for such registration.

 

6. Warranty and General Liability

6.1. The limitation period for claims based on defect in our goods (sing.: “item”) shall be one year from the date of statutory commencement of the limitation period. After the expiry of this year, we may refuse to undertake any subsequent performance without the Customer being entitled to claim a reduction in price, withdraw from the contract or claim damages as a result. This reduction of the statutory limitation period shall not apply to claims for damages other than those based on refused subsequent performance and shall generally not apply to claims based on a fraudulent concealment of any defect and to recourse claims according to section (§) 445a BGB; the statutory limitation periods shall apply to such claims.

6.2. For the purpose of determining whether an item is free of defects at the time of transfer of risk, a concluded quality agreement shall prevail over the objective requirements of the item within the meaning of § 434 (3) BGB.

6.3. An accepted intended use of the goods within the meaning of § 434 (2) no. 2 BGB, shall be subject to our comprehensive information by the Customer in writing in regard to such intended use prior to conclusion of the contract, as well as our specifically declared consent.

6.4. Goods delivered by us shall be deemed to meet the objective requirements of the usual quality with regard to the durability of the item in accordance with § 434 (3) s. 1 no. 2, s. 2 BGB, if at the time of the transfer of risk the item has the capacity to maintain its required functions and performance under normal use.

6.5. Our acceptance of goods returned by the customer shall not constitute acknowledgment of the defect, unless we expressly declare this to be the case.

6.6. Any claim of the Customer due to defects of the goods or services provided by us shall be subject to the following provisions:

6.6.1. If the delivered item is defective, we may initially choose whether to provide subsequent performance by remedying the defect (rectification) or by delivering a defect-free item (replacement delivery). The right to refuse the chosen type of subsequent performance under the statutory conditions remains unaffected.

6.6.2. We are entitled to make the subsequent performance that we owe dependent on the customer paying the purchase price due. However, the customer is entitled to retain a reasonable part of the purchase price in proportion to the defect.

6.6.3. The Customer must give us the time and opportunity required for the subsequent performance owed, in particular to hand over the rejected goods for inspection purposes. In the event of a defect, we are entitled to make a replacement delivery dependent on the customer returning the defective item and any use made of it to us step by step in accordance with §§ 346 to 348 BGB. There is no obligation to take back the replaced item.

6.6.4. We shall bear the expenses necessary for the purpose of inspection and subsequent performance, in particular any transport, travel, labour and material costs, provided that the alleged defect actually exists.

6.6.5. If the customer has incorporated the defective item into another item or attached it to another item, in accordance with its nature and intended purpose, after the defect became apparent, we are not obliged to reimburse the customer for the necessary expenses for removing the defective item and installing or attaching the repaired or delivered defect-free item.

6.6.6. If the customer has incorporated the defective item into another item or attached it to another item, in accordance with its nature and intended purpose, before the defect became apparent, we are only obliged—within the scope of subsequent performance—to reimburse the customer for the necessary expenses for removing the defective item and installing or attaching the repaired or delivered defect-free item if the customer has first given us the opportunity to carry out these actions ourselves within a reasonable period.

6.6.7. The customer shall bear the costs of rectification or subsequent performance arising from the fact that the purchased item has, after delivery, been transported to a location other than the customer’s place of business.

6.6.8. In the event that any claim for rectification of a defect by the Customer proves to be unjustified, we shall be entitled to claim reimbursement from the Customer of any costs incurred.

6.7. If the Customer is a merchant within the meaning of the Germen Commercial Code (HGB), the following shall also apply:

The Customer’s claims for defects, in particular the claims for subsequent performance, withdrawal from the contract, reduction of the purchase price and damages, require that the Customer has fulfilled its statutory obligations to examine the goods and give notice of defects (§§ 377, 381 HGB). If a defect becomes apparent during the inspection or later, we must be notified of this in writing without delay. The notification shall be deemed to be made without delay if it is made within 10 days of discovery of the defect; timely dispatch of the notification shall suffice to meet the deadline. Irrespective of this obligation to inspect and give notice of defects, the Customer shall notify us in writing of obvious defects (including incorrect and short deliveries) within fourteen days of delivery; timely dispatch of the notification shall also suffice to meet the deadline. If the Customer fails to duly inspect the goods and/or notify us of defects, our liability for such defect not notified to us shall be excluded. This shall not apply if we have fraudulently concealed the defect.

A merchant is any entrepreneur who is registered in the commercial register or who operates a commercial business and requires a business operation organized in a commercial manner.

6.8. Our general liability is subject to A.5.