1. General Provisions, Scope of Application
   1. These General Terms and Conditions apply only if the buyer (hereinafter: “Purchaser”) is a business entity within the meaning of Section 14 of the German Civil Code (BGB).
   2. All contracts (in particular contracts for work and materials) concluded by Hinterdobler Fabrikations GmbH (hereinafter: HF) with business partners are governed exclusively by the following General Terms and Conditions of Delivery and Business. HF does not recognize any terms and conditions of the purchaser that deviate from these General Terms and Conditions of Delivery and Business, even if such terms and conditions are not expressly objected to and the delivery is carried out without reservation.
   3. In the context of ongoing business relations with the customer, the following terms and conditions shall apply to all future contracts, even if they involve legal transactions of a related nature.
   4. Individual agreements made on a case-by-case basis shall in all cases take precedence over these General Terms and Conditions. Subject to proof to the contrary, a written contract or a written confirmation from HF shall be decisive regarding the content of such agreements.
2. Offer, Conclusion of Contract
   1. The customer may submit a non-binding request for a quote to the seller by phone, fax, email, mail, or through the online contact form available on the HF website.
   2. The contractual relationship is established only upon written order confirmation by HF and in accordance with its contents. If no such confirmation is provided, the relationship is established upon actual delivery, based on the terms of the mutual agreements set forth in writing. The quality of the goods referred to in the order confirmation shall be deemed agreed upon. Unless expressly stated in the order confirmation, HF makes no warranty representations.
   3. HF does not store the text of the contract.
3. Prices, Payment Terms
   1. Unless expressly stated otherwise, all prices and price quotations are ex works, unpackaged, uninsured, duty unpaid, and exclusive of value-added tax. Any customs duties, fees, packaging and shipping costs, taxes, and other public charges shall be borne by the buyer.
   2. If, after the conclusion of the contract, there is a significant change in the relevant pricing factors—such as materials, raw material costs, wages and overhead costs, energy costs, or taxes, HF shall be entitled to increase the contractually agreed prices for services to be rendered more than four months after the conclusion of the contract accordingly. If the price change exceeds 5%, the customer is entitled to withdraw from the contract by written notice within 14 days of being notified of the price increase.
   3. Unless otherwise agreed, payment for each delivery is due upon receipt of the goods and the invoice and is payable without deduction. Payment is not considered made until the amount has been credited to an HF bank account and HF has access to the funds.
   4. The purchaser is entitled to a cash discount only if there is an express written agreement to that effect and if all payments due to HF—including any installment payments—are received by HF in full within the cash discount period.
   5. The purchaser shall be in default of payment if it fails to make payments no later than 30 days after the due date and receipt of the invoice or an equivalent request for payment. HF reserves the right to declare the purchaser in default at an earlier date by issuing a reminder received after the due date. Notwithstanding the first and second sentences, the customer shall also be in default if it has been agreed that the contractually owed price is to be paid on a specific calendar date and the customer fails to make payment by that date at the latest.
   6. In the event of late payment, HF is entitled to charge late payment interest at a rate of nine percentage points above the base interest rate (Section 247 of the German Civil Code (BGB)). In addition, HF has the right to withhold deliveries under all contracts with the customer until full payment has been made. The customer may avoid this right of retention by providing a directly enforceable and open-ended guarantee from a major German bank in the amount of all outstanding payments.
   7. If the payment deadline set for the customer expires without payment being made, HF may rescind all contracts that have not yet been fulfilled. HF reserves the right to claim further damages resulting from the delay.
   8. The purchaser is authorized to exercise a right of retention only to the extent that its counterclaim arises from the same contractual relationship.

4. Delivery, Transfer of Risk, Delivery Date
   1. Unless otherwise agreed in the contract, delivery is ex works HF (EXW, Incoterms 2010), excluding packaging, which will be billed separately. In cases where the customer is responsible for pickup or shipment, the goods are transported at the customer’s risk and expense.
   2. If the goods are shipped to the purchaser at the purchaser’s request, the risk of accidental loss or accidental deterioration of the goods shall pass to the purchaser upon shipment to the purchaser, or at the latest upon leaving the factory/warehouse, unless a delivery obligation has been agreed upon. The foregoing also applies in the event of an agreed partial delivery. The risk of accidental loss or accidental deterioration of the purchased goods shall pass to the purchaser even earlier if the purchaser is in default of acceptance or culpably breaches other obligations to cooperate.
   3. The delivery time will be agreed upon on a case-by-case basis or specified by HF upon acceptance of the order.
   4. A contractually agreed delivery period begins on the date of the final order confirmation, but not before receipt of any down payment agreed upon at the time the contract was concluded. Compliance with the delivery period or delivery date also requires that the purchaser fulfill its contractual obligations; we reserve the right to raise the defense of non-performance of the contract. The delivery date will be postponed due to subsequent requests by the purchaser for changes and/or additions.
   5. Unless otherwise agreed, we are entitled to determine the method of shipment (in particular, the carrier, route, and packaging) ourselves.
   6. The delivery deadline is met if, where the purchaser is obligated to pick up the goods, the goods to be delivered are ready for shipment and the purchaser has been notified of this in writing; or, if a sale with shipment has been agreed upon, the goods specified in the contract have left the factory or warehouse.
   7. The customer’s right to receive delivery of the goods is suspended until any down payments due at the time of delivery have been paid in full.
   8. If goods are sold on call, the purchaser must place the call for delivery within a reasonable period of time. At HF’s request, the purchaser is obligated to set the call-for-delivery date in writing within 10 days. The call-off date may not be postponed beyond three weeks after it has been set. If the date is not set or the call-off is not made within the aforementioned time limits, HF is entitled to withdraw from the contract in whole or in part after a grace period of one week. The purchaser shall compensate HF for all damages incurred as a result of a delayed determination or a delayed call-off, in particular the costs of storing the goods.
   9. The delivery time shall be extended appropriately in the event of measures taken in the context of lawful labor disputes, in particular strikes and lockouts at the Company’s own facilities, as well as—regardless of the legality of such labor dispute measures—at third-party facilities, provided that HF is not at fault for failure to take over, failure to take precautionary measuresor prevention, and furthermore in the event of unforeseen circumstances, in particular shortages of raw materials or fuel, fire, traffic blockages, or force majeure, to the extent that such obstacles demonstrably affect the manufacturing or delivery of the goods and occur at HF, a supplier, subcontractor, or carrier and for which HF is not responsible, whereby HF’s liability for slight negligence is excluded. If the aforementioned events render it impossible for HF to perform the service, HF is entitled to withdraw from the contract.
5. Notice of Defects, Liability for Defects, Disclaimer of Liability
   1. The purchaser must inspect the goods immediately upon delivery and, if a defect is found, notify HF of the defect without delay.
   2. If the purchaser fails to report the defect, the goods shall be deemed to have been accepted, unless the defect was not apparent upon inspection.
   3. If a defect becomes apparent at a later date, notice must be given immediately upon discovery; otherwise, the goods shall be deemed accepted even with regard to this defect
   4. Unless HF has expressly provided a warranty regarding the quality of the work, any further liability for defects is excluded. This does not apply to damages resulting from injury to life, limb, or health that are attributable to an intentional or negligent breach of duty by a legal representative or agent of HF. This also does not apply to other damages resulting from an intentional or grossly negligent breach of duty by a legal representative or agent of HF. The exclusion of liability also does not apply in the event of a breach of material contractual obligations. These are obligations that protect the customer’s legal rights essential to the contract—rights that the contract is specifically intended to grant the customer according to its content and purpose. Furthermore, essential contractual obligations are those whose fulfillment is a prerequisite for the proper performance of the contract and on whose compliance the customer regularly relies and is entitled to rely.
   5. Claims for defects are subject to a one-year statute of limitations; the statute of limitations begins upon delivery.
   6. Information on the Right of Withdrawal: Please note that our offer is intended exclusively for business customers as defined in § 14 of the German Civil Code (BGB). Therefore, there is no right of withdrawal for orders placed through this store. Sample orders are excluded from exchange and return.
6. Retention of Title
   1. The delivered goods remain the property of HF until the purchase price, including all ancillary claims, has been paid in full, as well as until all other claims arising from the business relationship between HF and the purchaser have been settled. Until then, the purchaser is not authorized to pledge the goods to third parties or to transfer ownership of them as security. The purchaser shall store the goods subject to retention of title for HF free of charge.
   2. If the purchaser processes, combines, or mixes the goods subject to retention of title with other goods, HF shall acquire co-ownership of the new item in proportion to the invoice value of the goods subject to retention of title relative to the total value of the goods. The co-ownership rights arising therefrom shall be deemed goods subject to retention of title within the meaning of Section 6.1.
   3. The purchaser is entitled to sell the goods subject to retention of title in the ordinary course of business, provided that the purchaser is not in default of payment of the purchase price owed to HF.
   4. The purchaser hereby assigns to HF, as of this moment, all claims against third parties arising from the resale of the goods subject to retention of title. If the goods subject to retention of title are sold after processing, combination, or mixing, the assignment of the claim arising from the resale shall apply only up to the amount of the value of the goods subject to retention of title invoiced to the purchaser by HF. This also applies if the goods subject to retention of title are resold together with other goods that likewise do not belong to the purchaser.
   5. The purchaser remains authorized to collect the receivable even after the assignment. HF may restrict this authorization to collect receivables based on a legitimate interest and may revoke it for good cause, particularly in the event of a delay in payment. HF may require the purchaser to disclose the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and disclose the assignment to its debtor.
   6. HF agrees, at the customer’s request, to release, at its discretion, the collateral to which it is entitled under the foregoing provisions to the extent that its realizable value exceeds the claim to be secured by 20% or more.
   7. The purchaser agrees to grant the persons entrusted with the disposal of the goods subject to retention of title the right to enter or drive onto the property or into the building on or in which the goods subject to retention of title are located in order to take possession of the goods subject to retention of title.
   8. The Purchaser must immediately notify HF of any seizure, enforcement action, or other interference by third parties that impairs its property rights. The Purchaser shall bear the costs of the measures taken to remedy such third-party interference, in particular any intervention proceedings.
7. Place of Performance, Jurisdiction, Governing Law, Severability Clause
   1. The place of performance and venue for all disputes arising from any legal transaction to which these General Terms and Conditions of Delivery and Business apply is HF’s place of business. However, HF is also entitled to bring a legal action at the purchaser’s place of business.
   2. The legal relationship between HF and the customer is governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
   3. In the event that any individual provision of these General Terms and Conditions of Delivery and Business is excluded or deemed invalid, Section 306 of the German Civil Code (BGB) shall apply.
   4. The language of the contract is German.

As of June 2018

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