General Terms and Conditions of Delivery and Business
of Hinterdobler Fabrikations GmbH


  1. General, Scope
    1. All contracts concluded by Hinterdobler Fabrikations GmbH (hereinafter: HF) with entrepreneurs within the meaning of Section 14 of the German Civil Code (hereinafter: Purchaser), especially contracts for work and materials, are subject exclusively to the following terms of delivery and business. HF does not recognize the Purchaser’s terms of business where these deviate from these General Terms and Conditions of Delivery and Business, even if such conditions are not explicitly rejected and delivery is completed without reservation. As part of ongoing business relations, the following conditions apply for future contracts even if this is not expressly agreed in the future.
    2. Agreements deviating from these conditions are only valid if they are explicitly confirmed by HF in writing.
  2. Offers, contract conclusion
    1. Offers issued by HF are subject to change.
    2. The contract is only concluded following written confirmation by HF and in accordance with its content. If no written confirmation is provided, contract conclusion takes place with actual delivery of the content specified in the mutual written agreements. It is agreed that the quality supplied is that specified in the order confirmation. Unless expressly stated in the order confirmation, HF does not provide any guarantee promises.
    3. Oral statements by employees of HF shall require written confirmation to be legally binding; this also applies to contractual additions, modifications or subsidiary agreements.
  3. Prices, payment conditions
    1. Unless expressly offered otherwise, all prices and quotations shall be ex works, unpacked, uninsured, before duty and excluding value added tax.
    2. If after contract conclusion there is a substantial change in the relevant price factors such as materials, raw material costs, wages and associated costs, energy costs and taxes, HF shall be entitled to increase the contractually-agreed price accordingly for services to be rendered later than four months after contract conclusion. If the price change is more than 5%, the customer shall be entitled, within 14 days of notification of the price increase, to terminate the contract by written notice.
    3. Unless otherwise agreed, payment for the respective delivery shall become due without deduction on goods receipt and receipt of invoice. Payment shall only be considered as having been made when credited to a HF bank account and the funds are available.
    4. Cash discounts are subject to written agreement and only possible when all the payments to be made to HF – including any advance payments – have been made in full to HF within the discount period.
    5. The Purchaser shall be in default of payment if he fails to make payment within 30 days after due date and receipt of the invoice or an equivalent payment request. HF reserves the right to institute the default procedure earlier than this date by sending a reminder after the due date of payment. Irrespective of sentences 1 and 2, the Purchaser shall also be in default if it has been agreed that the contractually-agreed price should be paid on a specified date and the Purchaser does not pay by this time at the latest.
    6. In the case of default, HF is entitled to charge interest at the rate of eight percentage points above the base rate (Section 247 German Civil Code). In addition, HF has the right to withhold deliveries from all contracts to the customer until payment has been made in full. The Purchaser can avert this retention right by transferring an absolute and unlimited guarantee by a major German bank in the amount of all the outstanding payments.
    7. If a payment deadline set for the Purchaser expires unsuccessfully, HF may withdraw from all unfulfilled contracts. HF reserves the right to assert further damages.
    8. The Purchaser may only offset undisputed or legally established claims; the same applies to a retention right under Section 273 GCC due to claims that are not based on the same contractual relationship.
  4. Delivery, transfer of risk, delivery date
    1. Unless contractually agreed otherwise, delivery shall be from the HF factory (EXW, Incoterms 2010), excluding packaging, which will be invoiced separately. Partial deliveries are permitted and may be invoiced separately.
    2. Risk transfer takes place, especially with a sales shipment to another location with handover in accordance with Section 446 GCC, but at the latest when leaving the factory/premises of HF. This applies even if HF performs the transport itself. The risk of accidental loss or accidental deterioration of the goods is transferred to the Purchaser beforehand in the case of default of acceptance or culpable violation of other cooperation obligations
    3. Unless expressly stipulated otherwise in the order confirmation or otherwise agreed in writing, the specified delivery dates are non-binding, and no liability is assumed for compliance therewith.
    4. A contractually agreed delivery time begins on the date of the final order confirmation, but not before receipt of an advance payment agreed on contract conclusion and clarification of all the technical details. Compliance with the delivery time/date also requires the fulfilment of the Purchaser’s contractual obligations; the right to object to the unfulfilled contract is reserved. The delivery time shall be extended and the delivery date postponed following subsequent amendments and/or additions requested by the Purchaser.
    5. In the case of a non-binding delivery date, delivery within 4 weeks after the indicated delivery time shall still be deemed as on time.
    6. The delivery time is adhered to if in the case of collection by the Purchaser the goods are ready for dispatch and this has been communicated to the Purchaser in writing or, in the case of a sales shipment, if the contractual goods have left the factory/warehouse before the delivery time has expired.
    7. The right of the Purchaser to delivery of the goods is suspended for as long as overdue payments have not been made or made in full.
    8. If goods are sold on demand, the Purchaser must demand the goods within a reasonable amount of time. At HF’s request, the Purchaser must set a binding call date within 10 days. The call date may not be postponed to more than three weeks after the initially chosen date. If the date is not set or goods are not called by the specified dates, HF shall be entitled to withdraw completely or partially from the contract with a grace period of one week. All damages caused to HF by a delay in setting the date or late calling of the goods, in particular storage costs for the goods, shall be reimbursed by the Purchaser.
    9. The delivery time shall be reasonably extended in the event of legitimate labour disputes, especially strikes and lockouts in the supplier’s own factory, and regardless of the legality of industrial action in third-party companies provided HF is not guilty of any failure to take over, to take precautions or to avert, also in the case of unforeseen events, especially a shortage of raw material or fuel shortage, fire or traffic closures or force majeure, provided it can be proven that such obstacles influence production or delivery of the delivery object, are impacting HF, a pre- or subcontractor, and are not caused by HF, whereby the liability of HF is excluded for slight negligence. If the above events mean that HF is unable to perform the service, HF is entitled to rescind the contract.
  5. Defects, liability for defects, warranty disclaimers
    1. The Purchaser must inspect the goods immediately after delivery and, if a defect is found, immediately report the defect to HF.
    2. If the Purchaser fails to notify HF, the goods shall be considered approved, unless the defect is one which was not recognizable during inspection.
    3. In the case of a subsequent defect, the Purchaser must notify HF immediately after discovery; otherwise the goods shall also be considered as approved even in consideration of this defect.
    4. If the work is defective, the Purchaser shall only be entitled to subsequent performance. Should subsequent performance fail, the Purchaser may reduce or withdraw from the contract.
    5. Defect claims become time-barred after one year; the limitation period begins on acceptance of the goods.
  6. Retention of title
    1. The delivered goods remain the property of HF until full payment of the purchase price including all subsidiary claims and until payment of all other claims arising from the business relationship between HF and the Purchaser. The Purchaser is hitherto not entitled to pledge the goods to third parties or to assign them as security. The Purchaser shall store the goods for HF at no charge.
    2. If the Purchaser processes, combines and mixes the reserved title goods with other goods, the HF shall acquire joint ownership of the new item in the ratio of the invoiced value of the reserved title goods to the combined material entity. The resulting co-ownership counts as reserved title goods within the meaning of 6.1.
    3. The Purchaser is entitled to sell the reserved title goods in the ordinary course of business if he is not in default of payment with respect to the purchase price claims of HF.
    4. The Purchaser assigns to HF at this point in time all claims accruing to him as a result of the resale of the reserved title goods to third parties. If the reserved title goods are sold after processing, combining or mixing, the assignment of the claim from the resale shall only apply up to the amount of the value of the reserved title goods invoiced to the Purchaser by HF. This also applies if the reserved title goods are sold together with other goods, which also do not belong to the Purchaser.
    5. The Purchaser is authorized to collect the debt even after assignment. This authorization can be restricted by HF on the basis of legitimate interest, and for an important reason, especially in the event of default, also revoked. HF may require that the Purchaser disclose the assigned claims and the debtor as well as all the information necessary for collection; that he hand over related documents; and that he inform his debtor of the assignment.
    6. HF undertakes to release the securities accorded to it under the above provisions of its choice at the request of the Purchaser insofar as their realizable value exceeds the claim to be secured by 20% or more
    7. HF may require that the persons responsible for the recovery of the reserved title goods be granted the right to enter the site or the building in which the reserved title goods are kept in order to take possession of the reserved title goods.
    8. The Purchaser must immediately notify HF of any confiscation, compulsory enforcement or other interventions by third parties adversely affecting its property rights. The Purchaser shall bear the cost of any measures undertaken to remedy third-party interventions, in particular any possible intervention procedures.
  7. Place of performance, place of jurisdiction, applicable law, severability clause
    1. The place of performance and jurisdiction for all disputes arising from each transaction for these General Terms of Delivery and Business is the registered office of HF. However, HF shall also be entitled to litigate at the Purchaser’s place of business.
    2. The legal relationship between HF and the Purchaser are subject to the laws of the Federal Republic of Germany with the exception of the UN Convention on Contracts for the International Sale of Goods (CISG).
    3. In the case of non-inclusion or nullity of individual provisions of these General Terms and Conditions of Delivery and Business, section 306 GCC shall apply.

Reutern, October 2016