General Terms & Conditions of Sale and Delivery (T&Cs)

General Terms & Conditions of Sale and Delivery of HPC Standards GmbH

§ 1 Scope
(1) All deliveries, performances and quotations of the HPC Standards GmbH (HPC) will take place exclusively on the basis of these General Terms and Conditions (T&Cs).

Enterprises in the meaning of these T&Cs are natural or legal entities or non-incorporated firms, with whom a business relationship is entered into, and who act in the exercising of a commercial, independent or freelance activity.

Customers in the meaning of these T&Cs are exclusively enterprises. HPC supplies exclusively to enterprises.

These T&Cs form part of all contracts which HPC concludes with its customers regarding the services or deliveries offered by it. Conflicting conditions of purchasing of the customer are hereby expressly objected to. These conditions of purchasing only apply if and in as far as HPC agrees to these in writing. These T&Cs also apply to all future deliveries, services or quotations to the customer even if these have not been separately agreed again. HPC is entitled to unilaterally amend these T&Cs in as far as this is necessary as an adjustment to changed legal or technical framework conditions. HPC shall inform the customer of such an amendment providing corresponding information on the content of the changed provisions. The amendment becomes a part of the contract unless the customer objects towards HPC in writing or in text form within a period of 4 weeks after receipt of the notification of change.

(2) Terms and conditions of the customer or of third parties do not apply, even if HPC does not contradict their applicability in every individual case. Even if the vendor makes a reference to any correspondence that makes or contains a reference to the terms and conditions of the customer or of a third party, this shall not be construed to be an agreement with the applicability of such terms and conditions.

(3) If other T&Cs should apply in exception cases - in particular T&Cs of purchase of the customer - this will require an express written confirmation by HPC.
§ 2 Quotation and Signing of Contract
(1) All quotations from HPC are subject to change and non-binding unless they are expressly marked as being binding or contain a certain period of validity for acceptance. They are to be considered as a request for the customer to submit a tender to HPCV (invitatio ad offerendum).

(2) The contract is concluded upon the submission of an order by the buyer (offer) and its acceptance by HPC. All orders placed only become binding for HPC once these have been confirmed by HPC in writing or in text form. If this confirmation deviates from the order, this is considered a new offer by HPC subject to change.

(3) The legal relationship between HPC and the customer is solely governed by the purchase agreement concluded including these T&Cs. This reflects all agreements made between the parties to the contract regarding the subject of the contract. Verbal undertakings by the seller prior to the conclusion of the contract are not legally binding with verbal undertakings between the parties to the contract being replaced by the agreement. Amendments of the agreements made and supplements thereto can only be agreed by mutual consent and require the written form to become effective (section 126 BGB [German Civil Code]).

(4) Information by HPC regarding the object of the delivery (e.g. values in use, tolerances and technical data) as well as the presentation of such (e.g. illustrations) are only approximately relevant unless the usability for the purpose provided for under the contract requires exact compliance with these; the production technology is subject to change. The information does not constitute guaranteed qualities but descriptions or markers of the delivery. Commercial differences and deviations as a result of legal provisions or constituting technical improvements are admissible in as far as these do not impair the usability for the purpose provided for under the contract. HPC is authorized to deliver products changed or adjusted products deviating from the order provided the characteristics of such do not impair the desired use to a significant degree.

(5) Information as to quantity is always approximate unless it is unambiguously defined by the type and quality of the product. Deviations of 10 % up or down will be considered to be in keeping with the contract and will be fully taken into account for the invoicing total.

(6) HPC reserves the ownership or copyright to all its quotations or cost estimates, as well as to the calculations, brochures, catalogs and other documents made available to the customer. The customer must not provide third parties any access to these objects or their contents or broadcast them, or use them or have them used by a third party, or reproduce them without the express consent of HPC. Upon demand from HPC, the customer must return these objects in their entirety and destroy any copies that may have been made, if the customer does not need them any more in the normal course of business or if negotiations do not result in the signing of a contract.
§ 3 Prices and Payment
(1) The prices hold good for the scope of shipment and services described in the order confirmations. Additional or special services will be charged separately. The prices are in EURO ex-works plus packing, VAT and in the case of export shipments, customs duties and fees and other official charges. With the publication of a new catalog, all earlier catalogs and price lists become null and void.

(2) In as far as the agreed prices are based on the HPC list prices and delivery is only to be effected after more than three months after the conclusion of the contract at the customer’s request, the list prices of HPC valid at the time of the delivery in each case. If the increase is more than 10% of the originally agreed price, the customer can resign from the contract within a period of one week after he has learnt of said price increase.

(3) The purchase price falls due, at the latest, upon the delivery of the products. Payment shall be effected within a period of 30 days after receipt of the invoice without any deduction. These periods are only considered complied with if the money has been received by HPC or credited without reservation after payment by bill of exchange, cheque or by direct debit.

If the products have not been paid 30 days after the due date and receipt of the invoice, the customer has defaulted without the requirement of a specific reminder. In this case, the customer shall pay default interest of 8 percentage points above the respective base lending rate. Any dunning costs shall be defrayed by the customer. HPC reserves the right to assert any higher damage caused by the default exceeding this.

If we learn of a significant worsening in the customer’s financial situation and if the customer defaults on a payment, HPC is entitled to request the immediate payment of all open invoices including those which have not yet fallen due.

A payment default and worsening of the customer’s credit rating give the HPC the right to declare all existing accounts receivable from the business relationship due immediately and to request collateral. In these cases, HPC is entitled to carry out any outstanding deliveries only in return for advance payments or against security.

(4) A cash discount is not granted as a matter of principle but requires a special written agreement. Moreover, cash discounts promised expressly are not granted if the customer is in arrears with the payment for earlier deliveries.

(5) Payments are always taken into account with regard to the oldest outstanding account receivable – and in the order of costs, interest and principal claim unless other provisions have been made.

(6) Please click here for our current processing costs for online and fax orders.

(7) The offsetting against counter-claims of the customer or retention of payments owing to such claims is only permitted if such counter-claims are undisputed or legally determined. Moreover, the customer may only exercise a right of retention if his counterclaim is based on the same purchase agreement.

(8) In case of a cancellation of the order by the customer, HPC is entitled to debit all costs that arise from the cancellation to the customer. This applies, in particular, to costs that HPC incurs for its suppliers but also to its own costs. Returns of goods may only be made with our express consent, freight prepaid. In case of a cancellation of the order, HPC is entitled to assert 5 % of the agreed product value to the customer. HPC is at liberty to prove that higher damage was incurred and to assert such damage.

§ 4 Shipment and Delivery Period
(1) Shipments will be made ex-works. If the customer requests shipment, this will be effected at the customer’s cost and risk.
(2) Deadlines and dates announced by HPC for shipments and services always hold good only approximately, unless a specific deadline or a specific date has been expressly promised or agreed. If a shipment has been agreed, the shipment deadlines and dates refer to the time of handing over to the freight forwarder or shipping agent or any other third party entrusted with the transport. The delivery period starts on the day of clarification of all the details and terms of the order, the provision of the required documents and if applicable, the agreed advance payment. It will be extended by the period by which the customer has delayed the execution of his responsibilities in an ongoing business relationship, even from other contracts.
(3) HPC can - regardless of the rights from delay by the customer - demand of the customer an extension of delivery periods or a postponement of delivery dates by the duration by which the customer has failed to fulfill his responsibilities towards HPC.
(4) HPC does not accept any liability for impossibility of shipment or for shipment delays caused by Acts of God or other events that were not foreseeable at the time of contract sign-off (e.g. operational disturbances of any kind, difficulties in material procurement, transport delays, strikes, legal embargos, shortage of labor, energy or raw materials, difficulties in the procurement of the necessary official approvals, official measures or in the absence of shipments by the supplier, or if such a shipment is incorrect or not punctual), for which the vendor is not responsible. Such events extend the due date correspondingly, even if they occur during a delay that has already commenced. In this case, too, the extended deadline set by the customer will be extended further by the duration of the unforeseen event. Insofar as such events make it extremely difficult or even impossible for HPC to make the shipment, and the hindrance is not just of a temporary duration, HPC is entitled to withdraw from the contract. In the case of hindrances of a temporary duration, the delivery periods will be extended or the shipment dates will be postponed by the duration of the hindrance plus a reasonable resumption time. If, as a consequence of the delay, the customer is unable to accept the shipment, then after a period to be set in writing has elapsed, he can withdraw from the contract with a written explanation to HPC. There can be no damage compensation claims in this case.
(5) HPC is entitled to make partial shipments if
• the customer is able to utilize the partial shipment in the framework of the contractual intended purpose,
• the shipment of the remaining ordered goods is ensured and
• this does not entail any significant additional costs or expenses for the customer as a result (unless HPC agrees to bear these additional costs).
(6) With regard to punctual delivery, HPC accepts liability only for its own culpability and that of its vicarious agents. HPC is not responsible for the culpability of the supplier, the carrier or other third parties entrusted with the transport. However, HPC undertakes to transfer any compensation claims against its supplier, carrier or other third party entrusted with the transport to the customer.

(7) If there is a delay in shipment at HPC or if a shipment becomes impossible for HPC, for whatever reasons, the liability of HPC - with the exception of the case in § 4 (6) - is limited to damage compensation as defined by § 8 of these T&Cs.
§ 5 Place of Fulfillment, Shipping, Packing, Transfer of Risk, Acceptance
(1) The place of performance for the delivery is the registered office of HPC or the respective shipping point, while the registered office of HPC is the place of performance for the payment.

(2) If shipment of the goods is agreed, the type of shipment and the packaging are subject to the dutiful discretion of HPC. Labels installed may not be removed.
(3) The risk of accidental loss and accidental deterioration is transferred not later than with the handing over of the supplied object (where the starting of the loading process is decisive) to the shipping agent or freight forwarder or third party appointed for carrying out the shipment. This also applies if partial shipments are made or HPC has taken on other services (e.g. shipment); so also for freight prepaid shipments or shipments with free delivery. If the shipment or hand-over is delayed owing to a circumstance for which the customer is responsible, the risk of accidental loss and accidental deterioration is transferred to the customer from the day on which HPC is ready for shipment and has notified the customer.

(4) Unloading and storage is a responsibility of the customer. The customer's employees helping during unloading do not do so in a role as assistant of HPC, but at the risk of the customer. The same applies correspondingly to supplies from third parties provided a liability of HPC could be derived from their conduct. The liability of the third party remains unaffected.

(5) The customer bears the storage costs after the transfer of risk. In case of storage by HPC, the storage costs will be 0.25% of the invoice amount of the supplied goods to be stored for every elapsed week. The right to enforcement and demonstration of other or lower storage costs is reserved.
(6) HPC will insure the shipment only upon the express wish of the customer and at his cost against theft, breakage, transport damage, fire and damage from water or other insurable risks.

§ 6 Warranty
(1) The period of limitation for claims for shortcomings is one year as of the transfer of risks. The warranty period for chemical or physical qualities is shortened if the substance has a use-before date of less than one year. In that case, the warranty is up to the given use-before date.

(2) Immediately after delivery, the customer is required to have the items shipped inspected carefully by trained staff familiar with the rules regarding handling of chemical substances in accordance with the usual commercial customs. The customer has to familiarize with the safety data sheets of the respective substances and instruct his vicarious agents with regard to the safety data sheets. HPC provides the safety data sheets of the respective substances on its website.

If delivery is effected in packages, the labelling of each individual package has to be checked for compliance with the order in principle.

HPC is only obliged to remedy shortcomings if it receives a complaint in writing or in text form

- within a period of 7 days after receipt in the case of defects which are identifiable upon a careful inspection of the goods,

- in the case of non-obvious defects immediately after their detection.

Further responsibilities of the business person or entity according to § 377 HGB [German Commercial Code] shall not be effected. If a shortcoming is not reported in due time, the customer loses his warranty rights regarding identified or identifiable shortcomings. This also applies in the event of an erroneous incorrect delivery. Upon request by HPC, the rejected delivered item shall be returned to HPC, freight pre-paid. In case of a justified complaint, HPC shall defray the costs of the most economical method of shipment; however, this does not apply in as far as costs increase if the delivered item is located at a place other than that of the intended use.

(3) In case of justified defects, HPC is obliged and entitled to effect supplementary performance. In the event that supplementary performance is not possible or fails, the customer can resign from the contract or appropriately reduce the purchase price.

(4) In case of shortcomings in materials of other manufacturers, which HPC is unable to redress because of licensing law related or actual reasons, HPC will, at its discretion, enforce the warranty on the manufacturer and supplier for the invoice of the customer or transfer the rights to the customer. Warranty claims against HPC are only tenable with such shortcomings under the other preconditions and as determined by these T&Cs only if the legal implementation of the aforementioned claims on the manufacturer and supplier was without success or, for example, is hopeless because of a bankruptcy. During the period of legal dispute, HPC waives its right to the defense of time limitation of the relevant warranty claims of the customer against HPC.

(5) The warranty is not applicable if the customer changes the supplied object without the consent of HPC, or has it changed and as a result of this, the redressal of the defect becomes impossible or unacceptably difficult as a result. The customer must bear the additional costs of the fault rectification resulting from the change.
§ 7 Copyright
HPC does not warrant that the delivered item is free of industrial property rights or third-party copyrights in the customer’s country. This also applies to the execution of processes and the use in combination with other products. The customer himself is responsible for checking whether the product is suitable or approved for the respective intended purpose in the country of use or whether it is subject to third-party restrictions there.
§ 8 Liability for Damage Compensation
(1) Claims to damages by the customer against HPC are excluded unless HPC and its vicarious agents or assistants acted intentionally or with gross negligence.

(2) The liability on grounds of damage to life, limb or health, on grounds of a negligent or premeditated violation of essential contractual duties or in as far as a statutory liability under the German product liability act or a fault upon the conclusion of the contract or other violations of duties or tortious claims for compensation for material damage establish mandatory liability applies shall not be affected. Essential contractual obligations are obligations compliance with which permit the proper execution of the contract and on compliance with which the customer may ordinarily rely.

(3) However, in the event of a simple negligent violation of essential contractual duties, the liability of HPC shall be limited to the compensation of typical, foreseeable damage. There is no liability on grounds of the violation of non-essential contractual duties (cf. section 8 (2)). To the extent that HPC is, in principle, liable for the compensation of damage, such shall be limited to the damage which HPC foresaw at the time of the conclusion of the contract as a possible consequence of a violation of the contract or which it should have foreseen had it applied the usual level of care under consideration of the circumstances of which it was or should have been aware. Indirect and consequential damage resulting from shortcomings in the delivered items can only be compensated in as far as such damage would typically have to be expected in connection with the use of the delivered item.
(4) HPC does not accept any liability in the event that the fulfilment of delivery obligations becomes impossible or is delayed provided such impossibility or delay is due to proper compliance with obligations under public law initiated by the buyer.

(5) The liability for cases of damage from an incorrect or erroneous delivery shall be limited to the value of the goods of the order if the damage incurred is exclusively due to the non-usability of the substance for a certain test procedure.

(6) In as far as HPC provides technical information or acts in an advisory capacity and said information or advice is not part of the contractually agreed scope of delivery which it is obliged to provide, this is done free of charge and to the exclusion of any liability.

(7) The claims according to § 8 of these T&Cs become statute-barred one year after the act having caused the damage. However, claims to damages on grounds of injuries to life, limb or health and/or claims to damages on account of damage caused in a grossly negligent or premeditated manner by HPC and tortious claims are exempt from this. In these cases, the legal statutes of limitation apply.

§ 9 Retention of Ownership
(1) Simple reservation of ownership

HPC reserves the right of ownership of the delivered goods until full payment of the purchase price in any case. HPC is entitled to take back the purchased item if the customer’s conduct violates the provisions of the contract.

(2) Extended reservation of ownership

If the customer has paid the purchase price for the goods delivered but further liabilities from the business relationship between HPC and the customer have not yet been fully paid, HPC, in addition, reserves ownership in the goods delivered until full payment of all liabilities.

(3) Processing

If the goods delivered by HPC are processed by the customer, HPC is considered the manufacturer and acquires direct ownership of the new goods produced.

In the event that processing is effected together with other materials, HPC acquires direct joint ownership in the new goods in proportion to the invoice value of the goods delivered by HPC to the other materials.

(4) Combination and mixing
In as far as the goods delivered by HPC are combined or mixed with an item of the customer in such a way that the customer’s item has to be considered as forming the main item, it is considered agreed that the customer transfers joint ownership in the main item to HPC in proportion of the invoice value of the good delivered by HPC to the invoice value (or, for lack of such, to the market value) of the main item. The customer administrates the sole property or joint property created in this way free of charge for HPC.

(5) Prolonged reservation of ownership
The customer is entitled to dispose of goods owned by HPC in the ordinary course of business provided he fulfils his obligations in the business relationship with HPC in due time. The customer assigns all accounts receivable from the sale of goods with regard to which HPC reserves ownership to HPC upon the conclusion of the contract with HPC. If, in the event of processing, combination or mixing, HPC has attained joint ownership, such assignment is effect in proportion of the value of the goods delivered by HPC subject to the reservation of ownership to the products subject to third-party reservations of ownership. As early as upon the conclusion of the contract with HPC, the customer assigns acknowledged outstanding balances from current account agreements to the amount of the outstanding HPC accounts receivable at that time to HPC.

(6) The customer undertakes to look after the goods until ownership has transferred to him. Until ownership has been transferred, the customer shall inform HPC in writing forthwith if the item delivered has been seized or is subject to other third-party interventions.

(7) Upon request by HPC, the customer shall provide all the required information regarding the stock of the goods owned by HPC and regarding the accounts receivable assigned to HPC. Moreover, upon request, the customer shall mark the goods owned by HPC as such and inform its customers of the assignment.

(8) Upon the customer’s payment default, HPC is entitled to request the temporary surrender of the goods owned by HPC at the customer’s expense even without a resignation from the purchase agreement and without setting of a deadline.

(9) If the value of the collateral exceeds the accounts receivable of HPC by more than 15 %, HPC dispenses with collateral to this extent.

(10) Pledges and transfers of the reserved goods by way of security are not permitted until such goods are the property or joint property of HPC. The customer shall forthwith inform HPC in writing of any third-party impairments of the rights of HPC (§ 402 BGB [German Civil Code]). In the case of attachments, the customer shall forthwith submit to HPC a copy of the attachment record as well as an affirmation in lieu of an oath confirming the continued existence of the account receivable of HPC and the reservation of ownership of HPC in the pledged item. Any legal costs incurred in this respect (e.g. § 771 ZPO [German Code of Legal Procedure]) shall be defrayed by the customer. The customer is obliged to inform his customer of the reservation of ownership of HPC and to impose such on them.

§ 10 Force Majeure
Should events or circumstances outside the sphere of influence of HPC (such as e.g. natural phenomena, war, industrial action, lack of raw materials and energy, operational or traffic disruptions, damage caused by fire and explosion) reduce the availability of the product so that HPC cannot fulfil its contractual obligations, HPC is relieved of its contractual obligation and it is not obligated to procure the goods from third parties for the duration of the interruption and the extent of its effects. S. 1 also applies in as far as events and circumstances render the execution of the transaction concerned unprofitable for HPC or also apply to the suppliers of HPC. If these events last for more than 3 months, HPC is entitled to resign from the contract.
§ 11 Final Clauses
(1) Leipzig is the legal venue for all conflicts. Moreover, HPC is entitled to assert its claims at the customer’s place of general jurisdiction.

(2) The relationship between HPC and the customer is exclusively governed by the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods (CISG) dated 11 April 1980 does not apply regardless of whether or not the customer’s registered seat is in a CISG contracting state.

(3) If these T&Cs are also communicated to the customer in a language other than the language of the contract (contract language), this is only done to facilitate understanding. In case of differences in interpretation, the text prepared in the contract language shall prevail.

(4) In as far as this contract or these T&Cs contain gaps in the provisions, those legally effective provisions which the parties to the contract would have agreed based on the commercial aims of the contract and the objective of these T&Cs had they been aware of the gap are agreed to be applicable for filling such gaps. If a provision of these T & Cs is ineffective, this shall not affect the effectiveness of the remaining provisions.