/H&B/ Electronic GmbH & Co. KG

Legally binding is the german text.

1.    General

1.1 Our Terms and Conditions of sale and delivery shall apply exclusively to all our business relations which we (hereinafter referred to as /H&B/) enter into for the first time, on an ongoing basis and in the future with companies within the meaning of § 14 BGB (German Civil Code) (hereinafter referred to as the "Contract Partner" or "Customer") as of 01.04.2002 even if they are not referred to again at the time of the respective conclusion of the contract.
1.2 We do not recognize any terms and conditions of our contractual partner that deviate from our terms and conditions, even if we do not expressly object to them. All changes require our written confirmation to be legally valid.

2.    Offers, Purchase Orders, Conclusion of Contract

2.1 Our offers are generally non-binding and subject to change, unless they are expressly marked as binding offers. The sending of price lists is not to be regarded as an offer. The technical data, information on intended use and product illustrations contained in our advertising and/or in our brochures and other sales documents do not constitute an offer to conclude a warranty contract within the meaning of § 443 BGB.
2.2 The order of a good and/or service contains the binding offer of the contracting party to purchase the good/service. By pressing the order button on the PROTIQ-Marketplace, the offer of the contracting party becomes binding. After placing the order, the contracting party will receive an automatic email confirming the order to the customer. This automatic order summary email does not yet constitute an acceptance of the offer of the contracting party. A conclusion of the contract does not come about thereby.
2.3 We are entitled to accept the contractual offer contained in the order within two weeks after receipt of the order. The acceptance of the offer can be made by us in writing, by email, or by delivery/performance of the ordered goods/services to the customer. We reserve the right not to accept orders even without a written statement or more detailed justification. Our silence after expiry of the acceptance period shall be deemed to be a rejection in case of doubt.
2.4 All offer documents, such as drawings, samples, calculations, and so forth remain our property. They may not be reproduced or made accessible to third parties in any way without our written consent. Upon request, all documents shall be returned to us without delay.

3.    Delivery

3.1 The delivery and performance deadlines stated by us are non-binding and subject to change; they may change due to delays in supplier deliveries, manufacturing or disruptions in the operational process. In the event of subsequent amendments or supplements to the contract, the delivery periods and dates shall start anew or shall be postponed accordingly, even if they have already been confirmed by us, unless otherwise agreed with the contractual partner in the respective individual case.
3.2 Partial deliveries or partial services are permissible and oblige our contractual partner to pay the pro rata remuneration, unless the partial delivery or partial service would be expressly prohibited in writing by the purchaser. Furthermore, we reserve the right to process or fulfill contracts in whole or in part through third parties (e.g. subcontractors).
3.3 In the case of call-off orders, the entire order quantity shall be deemed to have been called off by the contracting party one calendar month after expiration of the period agreed for the call-off, or in the absence of an agreed period three calendar months after conclusion of the contract.
3.4 Our deliveries are generally "ex works" (EXW). The Seller's and Buyer's obligations shall be determined in the event of delivery "ex works" in accordance with the International Commercial Terms (Incoterms) in their currently applicable version, even if no transport costs have been charged by us.
3.5 If we are in default of delivery for reasons for which we are responsible, our liability shall be limited to the foreseeable, directly caused average damage.
3.6 If, at the request of the Contract Partner, shipment is deferred in relation to the originally agreed upon delivery date, storage charges amounting to 1% of the value of the goods may be charged to the Contract Partner after a period of one month for each month or part thereof.

4.    Default of Acceptance

4.1 If the customer is in default of acceptance or violates other obligations to cooperate, we shall be entitled, without prejudice to our rights under Sections 3.2 and 3.3, to withdraw from the contract at our discretion and to demand compensation for the damage incurred by us as a result, including additional expenses.
4.2 In the event of default of acceptance, the risk of accidental loss or accidental deterioration of the delivered item shall also pass to the Contract Partner at the point in time at which the Contract Partner defaults acceptance.

5.    Price and Payments

5.1 Our prices are generally quoted in EURO net cash, ex works plus shipping and packaging costs unless otherwise agreed to in writing. Statutory levies, duties, and taxes are to be paid separately in the amount applicable at the time of invoicing.
5.2 Price changes are permissible if there are more than six weeks between the conclusion of the contract and the agreed delivery date. If cost of labor, material costs, cost of energy and so forth increase thereafter until completion of the delivery, we shall be entitled to increase the price appropriately in accordance with the cost increases.
5.3 Payments can be conducted with the respective payment methods offered. We reserve the right to exclude certain payment methods in individual cases or to carry out the order processing against partial prepayment or total prepayment. In this case, the Contract Partner will be informed accordingly in advance.
5.4 Our invoices are due for payment within 10 days net cash after the invoice date. Payments shall only be deemed to have been made as soon as we can dispose of the payment amount.
5.5 If the due date is exceeded, the Contract Partner shall be in default of payment even without a reminder. If our Contract Partner's financial situation deteriorates significantly after conclusion of the contract, in particular if our claim for payment is at risk, we shall be entitled to declare all claims due immediately and to demand advance payments or securities for future deliveries.
5.6 In the event of late payment or deferral of payment, we shall be entitled to charge interest on the purchase price at the rate of eight percentage points above the respective annual base interest rate of the European Central Bank without further proof.
5.7 We shall be entitled to charge a processing fee for each written reminder for an invoice issued after the default has occurred.
5.8 The Contract Partner may only offset counterclaims against us if the counterclaim to be offset is undisputed or has been finally determined by a court of law. The Customer shall only be entitled to exercise a right of retention insofar as its counterclaim is based on the same contractual relationship established with us.

6.    Reservation of Proprietary Rights

All goods delivered by us shall remain our property until full payment of the purchase price (including any transport costs). However, the Customer shall be entitled to process, handle and/or resell the goods in the ordinary course of business. Processing and reprocessing by the purchaser shall always be carried out in our name and on our behalf. The Contract Partner hereby assigns to us any claims arising therefrom in the amount of our invoiced claim, including the statutory value added tax. We accept the assignment. The Customer shall remain authorized to collect these claims. Our authority to collect the claim shall remain unaffected. However, we undertake not to collect the claim as long as the Customer is not in default of payment of the purchase price. If the Customer is in default with the payment of the purchase price, his authorization to process, install and/or resell the reserved goods shall expire.

7.    Notification of Defects / Warranty

7.1 In general only our product description and specification shall be deemed agreed as definition of quality of the goods. However, we do not guarantee that the products meet the customer's requirements or are suitable for non-specified purposes. Public statements, recommendations, or advertising do not constitute a contractual description of the quality of the goods.
7.2 The purchaser shall be obliged to comply with his obligations to inspect the goods and to give notice of defects in accordance with § 377 of the German Commercial Code (HGB). Goods delivered by us shall be deemed to have been approved in accordance with the contract if we do not receive written notification from the Contract Partner within 10 days of receipt of the goods, but no later than 14 days after their delivery ex works, stating specifically which complaints have been raised. In the case of partial deliveries, this refers to each individual partial quantity. Differences in quantity of mass-produced articles of less than 5% do not entitle to a notice of defects. Unless otherwise agreed in writing, our deliveries shall be made in the standard existing at the time of the order.
7.3 Hidden defects must be reported by the Contract Partner immediately upon discovery of the defect, but no later than six months after delivery.
7.4 A complaint shall not entitle the Contract Partner to withhold payments due or to refuse acceptance of further deliveries.
7.5 Subject to timely inspection and notification of defects in accordance with § 377 of the German Commercial Code (HGB), we shall provide warranty subject to the following provisions:
•    In the event of defects in the purchased goods, we shall be entitled, at our discretion, to initially provide subsequent performance in the form of rectification of defects or replacement delivery free of defects.
•    If the Customer chooses to withdraw from the contract due to a defect of title or material defect after subsequent performance has failed, he shall not be entitled to any additional claim for damages due to the defect.
•    If the Customer chooses compensation for damages after subsequent performance has failed, our liability shall not extend to damages that have not occurred to the delivered item itself. Liability for loss of profit or other financial losses shall be excluded.
•    The warranty period for material defects and defects of title shall be one year after the date of delivery unless mandatory statutory provisions provide for a different limitation period.
7.6.    The Customer does not receive any guarantees from us in the legal sense.

8.    Liability

8.1 We shall not be liable in the event of a slightly negligent breach of immaterial contractual obligations. Otherwise, in the case of slightly negligent breaches of duty, our liability shall be limited to the foreseeable, contract-typical, direct average damage according to the type of goods. This shall also apply to slightly negligent breaches of duty by our legal representatives, executive employees and vicarious agents.
8.2 We do not warrant that products are free from third party intellectual property rights; and, in this regard, we do not review any information provided to us orally, in writing, electronically, or in any other form.
8.3 If the product infringes the rights of third parties (e.g. industrial property rights, copyrights, or personal rights) the Contract Partner shall be liable and shall indemnify /H&B/  against all justified claims of third parties in this respect.

9.    Confidentiality

9.1 /H&B/ and the Contract Partner commit themselves to treat mutually transmitted CAD files
•    confidentially and with the same care as they would treat their own confidential data,
•    not to make them accessible to unauthorized third parties,
•    not to use them for the manufacture of products for third parties, and
•    not to use them for the registration of industrial property rights.
9.2 Excluded from the above obligation are contents that conflict with the protection of a legitimate interest according to § 5 GeschGehG (German Trade Secret Code.
9.3 /H&B/ and the Contract Partner are entitled to pass on the data to such third parties as are required to perform the contractual service. All parties are contractually obliged to maintain confidentiality.

10.    Miscellaneous, Place of Performance, Place of Jurisdiction

VVerbal subsidiary agreements shall only be deemed to be part of the contract if they are confirmed by us in writing. Should any clause of these contractual conditions be wholly or partially void and/or ineffective, the remaining provisions shall not be affected thereby. An invalid provision shall rather be replaced by a provision that comes as close as possible to the economic intention.
The law of the Federal Republic of Germany shall apply exclusively to all legal relationships. The place of jurisdiction and performance for all services is our registered office.


Dezember 2022