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General Terms and Conditions

General Terms and Conditions of HybridSupply GmbH
These terms and conditions are only legally binding in their original language (German) and have only been translated for your convenience.
§ 1 General
1.1 These General Terms and Conditions of HybridSupply GmbH (hereinafter referred to as "HybridSupply") apply exclusively to all purchase and delivery contracts between HybridSupply and its clients. Terms and conditions that conflict with or deviate from these General Terms and Conditions shall not be recognised unless HybridSupply expressly agrees to their validity in writing.
1.2 These General Terms and Conditions shall also apply if HybridSupply performs the contractually owed service/delivery without reservation in the knowledge that the Client's terms and conditions conflict with or deviate from these General Terms and Conditions.
1.3 No verbal collateral agreements have been made. Agreements that deviate from or supplement these General Terms and Conditions must be set out in writing.
§ 2 Conclusion of contract
2.1 Offers from HybridSupply are non-binding.
2.2 HybridSupply may accept written orders from the Client that constitute offers pursuant to Section 145 of the German Civil Code (BGB) within four weeks, in particular by executing the delivery within this period. HybridSupply can only accept an order placed by the Client by telephone immediately.
2.3 HybridSupply reserves all property rights and copyrights to offer documents, in particular drawings, models, samples, cost estimates or other documents that the client receives from HybridSupply. These documents and the information embodied in them must be kept secret and may not be made accessible to third parties without the express written consent of HybridSupply. They must be returned to HybridSupply immediately - without retaining copies - if a contract is not concluded.
2.4 In the case of online orders, the confirmation of receipt sent by HybridSupply after receipt of the client's order does not constitute acceptance of the purchase offer.
2.5 In case of doubt, orders shall only become binding upon order confirmation by HybridSupply. This order confirmation is decisive for the type and scope of the contractual performance obligations.
2.6 In the case of call-off orders, HybridSupply is authorised to procure the material for the entire order and to produce the entire order quantity immediately. Any change requests by the client can no longer be taken into account after the order has been placed, unless this has been expressly agreed.
§ 3 Prices
3.1 Unless otherwise stated in HybridSupply's order confirmation, HybridSupply's prices are net prices plus statutory VAT. Should a change in the statutory value added tax occur between conclusion of the contract and delivery, the value added tax applicable on the day of delivery will be charged and any resulting difference will be charged or refunded to the client.
3.2 The deduction of a cash discount is only permitted in the case of a separate written agreement.
3.3 Packaging and/or freight costs shall be invoiced separately, unless otherwise agreed. In the case of deliveries abroad, the customer shall bear any customs duties and/or import taxes incurred.
3.4 In the case of partial deliveries, each delivery may be invoiced separately.
§ 4 Terms of payment
4.1 The terms of payment are set out in detail in HybridSupply's order confirmation.
4.2 Invoices from HybridSupply are due for payment immediately and must be settled without deduction. If the Client is in default of payment, HybridSupply shall be entitled to charge interest on arrears at a rate of 9 percentage points above the applicable base rate for the duration of the default. HybridSupply expressly reserves the right to claim further damages.
4.3 If it becomes apparent after conclusion of the contract that the claim for payment is jeopardised by the client's inability to pay, in particular by a lack of creditworthiness, HybridSupply shall be entitled, after setting a reasonable deadline, to demand immediate provision of security or cash payment without any deduction for all goods delivered and not yet paid for and to demand advance payment for all goods still to be delivered and to withhold goods still to be delivered. If the customer fails to fulfil the above obligations within the specified period, HybridSupply shall be entitled to refuse delivery and to withdraw from the contract and claim damages.
4.4 The client may only offset counterclaims that are undisputed, legally established or ready for judgement. The client shall not be entitled to a right of retention due to claims that do not originate from the same contractual relationship. Payments shall always be used to settle the oldest debt item due plus the default interest due on it.
§ 5 Delivery and delivery time
5.1 The scope of the delivery owed by HybridSupply is set out in the order confirmation.
5.2 HybridSupply is authorised to make partial deliveries to a reasonable extent.
5.3 Delivery dates or delivery periods are generally non-binding unless they are expressly designated as "binding" in HybridSupply's order confirmation.
a) A binding delivery date or a binding delivery period shall be subject to the proviso that HybridSupply receives correct, complete and timely deliveries from its suppliers with whom HybridSupply has concluded corresponding covering transactions on the basis of the contract concluded with the Client.
b) The delivery deadline shall be deemed to have been met if the delivery item has left HybridSupply's works by the expiry of the deadline or if HybridSupply has notified the Client that the item is ready for dispatch.
c) The delivery period shall not begin to run as long as the client has not properly fulfilled the obligations incumbent upon it.
5.4 If HybridSupply is prevented from fulfilling its performance obligations on time due to circumstances that only became apparent after conclusion of the contract and for which HybridSupply is not responsible, in particular due to force majeure, natural disasters, pandemics, industrial action, official intervention, supply difficulties, traffic disruptions, exceptional traffic conditions, unforeseeable operational disruptions, unforeseeable lack of timely delivery by an upstream supplier with regard to a correspondingly concluded hedging transaction (e.g. due to the insolvency of the upstream supplier or for other similar reasons), the performance obligation shall be suspended for the duration of the hindrance and to the extent of its effect.If HybridSupply is prevented from the timely fulfilment of its performance obligations due to unforeseeable operational disruptions or other similar reasons, the performance obligation shall be suspended for the duration of the impediment and the scope of its effect. HybridSupply does not assume any procurement risk in this respect.
a) HybridSupply must inform the client immediately that the temporary hindrance or impossibility of performance has occurred and for what reasons.
b) HybridSupply shall - as far as possible - endeavour to procure a replacement without delay. Should HybridSupply's costs increase in the event of a replacement procurement, HybridSupply shall be entitled to make price adjustments to the Client. HybridSupply shall also inform the Client immediately in advance of the possibility of a replacement procurement and of any price adjustments.
c) If the suspension of the performance obligation or the price adjustment in accordance with § 5.4b) is not reasonable for the Client, the Client shall be entitled to withdraw from the contract after the expiry of a reasonable deadline to be set by the Client. A deadline is not required in the cases specified by law (e.g. §§ 323 para. 2, 323 para. 4, 326 para. 5 BGB and § 376 HGB).
d) HybridSupply shall not be responsible for non-performance or delayed performance for the reasons stated above. A claim for damages or reimbursement of expenses is excluded in accordance with § 9. If a partial service has been provided, the client may only withdraw from the entire contract if it is no longer interested in the partial service.
§ 6 Transfer of risk
6.1 Unless otherwise agreed, delivery "ex domestic works" is agreed. The risk of accidental loss and accidental deterioration of the subject matter of the contract shall pass to the client upon handover of the subject matter of the contract to the shipping agent, irrespective of who bears the freight costs. The same shall apply upon notification of readiness for dispatch if delivery is not made for reasons for which the customer is responsible.
6.2 If dispatch is delayed or does not take place due to circumstances for which HybridSupply is not responsible, the risk of accidental loss and accidental deterioration shall pass to the client from the date of notification of readiness for dispatch.
§ 7 Retention of title
7.1 HybridSupply reserves title to the delivered goods (reserved goods) until all current and future claims arising from the business relationship, including all current account balance claims, have been settled.
7.2 The customer shall be entitled to use and resell the goods subject to retention of title insofar as this is in the ordinary course of business. However, he may not pledge the reserved goods or assign them by way of security. The Customer hereby assigns to HybridSupply by way of security all claims for payment of the Customer against its customers arising from the resale of the goods subject to retention of title and all claims of the Customer in respect of the goods subject to retention of title which arise against its customers or third parties for any other legal reason (in particular claims in tort, claims for insurance benefits and claims arising from possession, in particular claims for restitution), including all current account balance claims, until all current and future claims arising from the business relationship have been paid in full. This shall apply regardless of whether or not the reserved goods are resold without or after processing, mixing or combining. HybridSupply accepts the assignment.
7.3 The retention of title shall also extend to the full value of the products resulting from the processing, mixing or combining of HybridSupply's goods, whereby these processes are carried out for HybridSupply, so that HybridSupply is deemed to be the manufacturer. If, in the event of processing, mixing or combination with goods of third parties, their ownership rights remain in force, HybridSupply shall acquire co-ownership in proportion to the objective values of these goods. If HybridSupply's ownership expires as a result of combining or mixing, the client hereby transfers to HybridSupply the ownership or expectant rights to which it is entitled in the new stock or item to the extent of the invoice value of the goods delivered by HybridSupply. HybridSupply accepts this transfer. The Client shall store the sole or co-ownership of the item thus created for HybridSupply free of charge.
7.4 The client's authorisation to dispose of goods subject to retention of title shall expire if the client suffers or threatens to suffer financial collapse and HybridSupply revokes its consent to dispose of the goods subject to retention of title or asserts its right of collection due to the client's behaviour, in particular due to default in payment.
7.5 In the event of seizure of the reserved goods by third parties or other interventions by third parties that jeopardise HybridSupply's security interests, the Client must draw attention to HybridSupply's ownership and must notify HybridSupply immediately in writing so that HybridSupply can enforce its ownership rights. If the third party is unable to reimburse HybridSupply for the judicial or extrajudicial costs incurred by HybridSupply in this connection, the client shall be liable for these.
7.6 In the event of breach of contract by the client, in particular default of payment, HybridSupply shall be entitled to take back the subject matter of the contract after setting a reasonable deadline. The transport costs incurred for the repossession shall be borne by the client. If HybridSupply takes back the subject matter of the contract, this shall constitute a cancellation of the contract. HybridSupply shall also be deemed to have cancelled the contract if it seizes the subject matter of the contract. HybridSupply shall be authorised to realise the subject matter of the contract after taking it back. The realisation proceeds shall be offset against the client's liabilities, less reasonable realisation costs.
§ 8 Obligation to give notice of defects, rights due to defects
8.1 The client's rights in respect of defects presuppose that the client has properly fulfilled its obligations to inspect the goods and give notice of defects in accordance with § 377 HGB (German Commercial Code). The client must inspect the delivered goods immediately upon receipt for conformity with the contract. Shortages and incorrect deliveries as well as recognisable defects in the goods must be reported to HybridSupply immediately in writing, stating the complaint. Defects that only become recognisable later must be reported in the described form immediately after they become recognisable.
8.2 In the event of complaints, the Client must immediately give HybridSupply the opportunity to inspect the goods complained about; in particular, the goods complained about must be made available to HybridSupply at HybridSupply's request and expense. In the event of unjustified complaints, HybridSupply reserves the right to charge the client for the costs incurred for transport and inspection.
8.3 If the delivered goods are defective, HybridSupply must first be given the opportunity to sort out the goods and to provide subsequent fulfilment, which may take the form of either rectification or replacement delivery at HybridSupply's discretion, in particular before the start of production (processing or installation by the Client).
8.4 In the event of rectification of a defect, HybridSupply shall be obliged to bear all expenses necessary for the purpose of rectifying the defect, in particular transport, travel, labour and material costs; HybridSupply shall not bear the aforementioned costs if they were incurred because the goods delivered by HybridSupply were moved to a location other than the agreed place of performance after the transfer of risk. This shall not apply if the transport of the goods corresponds to their intended use and HybridSupply is aware of this.
8.5 The client shall only be entitled to rescind the contract or reduce the purchase price if the defect cannot be remedied by HybridSupply within a reasonable period to be set by the client or if subsequent fulfilment would involve disproportionately high costs for HybridSupply, is unreasonable or is to be regarded as having failed for other reasons. In the case of only minor defects, however, the client has no right of cancellation. The Customer shall have no right of cancellation.
8.6 HybridSupply's liability for damages shall be limited in accordance with Section 9. The same shall apply to claims for reimbursement of expenses.
8.7 In the event of fraudulent concealment of defects or the assumption of a guarantee of quality, further claims of the client shall remain unaffected.
8.8 HybridSupply is not liable for defects,
a) which are based on materials provided by the client or a design prescribed or specified by the client;
b) which are attributable to unsuitable or improper use or processing of the subject matter of the contract;
c) which are due to poor maintenance or faulty repair by the customer or to changes made without the written consent of HybridSupply;
d) are due to normal wear and tear;
e) repair measures were carried out to remedy the defect, which were only carried out on a makeshift basis at the request of the client.
8.9 Warranty claims of the Client and congruent competing claims arising from non-contractual liability shall become time-barred one year after the transfer of risk in accordance with § 6. In the case of claims for damages in the cases of § 9.1 sentence 1 and § 9.2 above and in the case of recourse claims within the scope of § 478 BGB, the statutory limitation period shall apply.
§ 9 Liability for damages
9.1 HybridSupply shall only be liable for damages, regardless of the legal grounds, in the event of intent or gross negligence on the part of its bodies or agents. The above exclusion of liability for simple negligence does not apply to the breach of material contractual obligations. In the event of a breach of material contractual obligations, liability shall be limited to typical, foreseeable damage.
9.2 Liability for damages due to a guarantee assumed by HybridSupply and due to liability under the Product Liability Act or other mandatory standards shall remain unaffected by the above provisions. The same applies in the event of damage caused by injury to life, limb or health.
9.3 HybridSupply accepts no liability,
a) for damage caused by the fact that the subject matter of the contract is not used in accordance with HybridSupply's specifications;
b) for damage caused by inadequate or missing maintenance of the subject matter of the contract which the client has not commissioned HybridSupply to carry out;
c) for damage caused by parts of the subject matter of the contract on which third parties have carried out maintenance work, repairs or other modifications and which are not demonstrably attributable to a breach of duty by HybridSupply.
§ 10 Secrecy
10.1 The Client shall keep secret from third parties all knowledge and information of a technical and commercial nature (hereinafter referred to as "Confidential Information") received from HybridSupply within the scope of the supply relationship, even beyond the duration of the supply relationship, unless and insofar as the Client can prove that this Confidential Information was already known or in the public domain at the time it was obtained by the Client or became public knowledge later through no fault of the Client or was demonstrably developed completely independently by the Client or was obtained by a third party without breach of the confidentiality obligation.
10.2 Documents disclosed by HybridSupply relating to confidential information, in particular drawings, which are exchanged in the course of the collaboration are and remain the property of HybridSupply and must be surrendered at HybridSupply's request, at the latest upon termination of the supply relationship. Any type of licence to confidential information requires a written agreement.
10.3 The client has no right of retention with regard to confidential information or corresponding documents and materials.
§ 11 Place of jurisdiction, applicable law, other agreements
11.1 The exclusive place of jurisdiction for all present and future claims arising from the business relationship shall be the registered office of HybridSupply. This place of jurisdiction shall also apply to disputes concerning the formation and validity of the contractual relationship. HybridSupply reserves the right to bring an action at the client's registered office.
11.2 The contractual relationship shall be governed by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
11.3 If parts of the above terms and conditions are invalid or waived, the validity of the remaining provisions shall remain unaffected. The contracting parties are obliged to replace ineffective provisions with provisions that are legally effective and correspond to the ineffective provisions as far as possible in terms of meaning, purpose and economic result.
Last change: June 2024