General Terms and Conditions of Sale International

§ 1     Scope, no other conditions
(1)    These General Terms and Conditions of Sale (“GTC”) shall apply to all offers and contracts for deliveries and services (“Transactions”) between us, HEGLA GmbH & Co. KG, as supplier and customers outside Germany who are entrepreneurs. Within the framework of ongoing business relationships, these GTC shall also apply to future transactions. These GTC shall also apply if no express reference is made to them. They are also available at [www.hegla.com/de/agb/] at any time. We reserve the right to amend these GTC at any time; the amendments shall then apply automatically.
(2)    These GTC always apply exclusively, i.e. the customer’s terms and conditions (whether deviating from these GTC or not) are expressly excluded (even if we perform unconditionally with knowledge of the customer’s terms and conditions), unless we have expressly agreed to their validity in writing.
(3)    Deviations from these GTC are only valid if they are effectively agreed in accordance with these GTC. If these GTC prescribe “in writing”, EDI, e-mail or fax shall equally suffice.

§ 2    Product documents, duty to examine, reservation of rights, confidentiality, property rights
(1)    Our documents, illustrations, drawings, details of performance, weights and dimensions in catalogues, product sheets and/or on our website only represent approximate values. They are not indications regarding the quality of the goods unless they are expressly designated as binding. We reserve the right to make improvements and changes to the extent customary in the trade and reasonable for the customer.
(2)    Our technical drawings and/or descriptions must be checked by the customer. The inspection and confirmation shall be made by returning a copy with a confirmation note from the customer within two weeks of receipt by the customer. If the customer waives confirmation and return, this shall not release him from the obligation to check and the confirmation shall be deemed to have been made. Desired corrections must be communicated to us immediately and require our written confirmation. Additional costs incurred due to drawings and/or descriptions not being checked by the customer or not being checked in good time will be invoiced separately by us.
(3)    We exclusively reserve unrestricted ownership and all our (exploitation) rights to our offers, drawings, illustrations, models, plans and other documents as well as information in tangible and intangible, in particular electronic form, as well as to all data, experience, know-how, inventions, industrial property rights, designs, samples and trademarks (all of the above “information”).
(4)    All information not already publicly known must be treated confidentially and must not be made accessible to third parties. Physical and intangible information shall be returned immediately at any time upon request or if no transaction takes place, and electronic information shall be deleted immediately. We shall make information and documents designated as confidential by the customer accessible to third parties only with the customer’s consent.
(5)    If the property rights of third parties are infringed in the course of deliveries according to drawings or other information provided by the customer, the customer shall be obliged to indemnify us against all claims.
(6)    Insofar as the customer has to procure documents, the customer is responsible for their completeness and correctness and for the timeliness of the procurement.

§ 3    Offers, conclusion of contract, information, cooperation and guarantees of the customer, subsequent correction
(1)    Our offers (including cost estimates, whereby these are subject to a charge) are, except in the case of Section 3 paragraph 3 sentence 3, always subject to change. Our advice or recommendations are not binding unless explicitly designated as binding in writing. Assurances and guarantees must be made in writing, explicitly using the terms mentioned.
(2)    Changes to the technical design by us are also permissible after conclusion of the contract insofar as this does not result in a significant change in function or the customer proves that the change is unreasonable for him; unreasonableness shall not be considered if the change represents a technical improvement or is owed to an expectation of the traffic or legal or official requirements.
(3)    An order from the customer (also verbal) only becomes a binding contract with an order confirmation from us. In case of doubt, the nature and scope of the business shall be determined by our order confirmation. In the absence of an order confirmation, the transaction shall be concluded on the terms of our offer if the customer accepts deliveries or services without reservation.
(4)    Changes to transactions after conclusion of the contract must be made in writing.
(5)    The customer shall inform us of all general and special circumstances for compliance with EU regulations or other legal requirements and shall provide us with comprehensive support in this respect (e.g. EAN, CE, RoHs, REACH, RED, ecodesign, WEEE, product safety, market surveillanceVO, supply chain sourcing obligations, conflict minerals, prevention of money laundering, transparency regulations, packaging law, etc.).
(6)    The customer is responsible for the accuracy of the order. The customer is responsible for providing us with any necessary information regarding the ordered goods within a reasonable time so that the order can be executed in accordance with the contract.
(7)    For deliveries to EU countries, the customer is obliged to provide us with his VAT identification number at the time of the order; otherwise the customer will indemnify us against all consequences. In addition, the customer shall provide us with the necessary EU confirmation of receipt within three months of receipt of goods; otherwise the customer shall be obliged to pay us the statutory VAT in addition to the agreed purchase price. In the case of exports to countries outside the EU, the customer is obliged to provide us with the evidence required under applicable tax regulations immediately after delivery of the goods, otherwise the customer will indemnify us against the consequences.
(8)    All obligations of the customer arising from these GTC are contractual obligations and not mere secondary obligations or duties. The customer warrants that it will comply with its contractual obligations and obligations to cooperate under these terms and conditions. The same applies to other duties and obligations of the customer.
(9)    Compliance with our obligations presupposes the proper fulfilment of all relevant obligations under these GTC and other possible duties and obligations by the customer.
(10)    Any errors in our sales brochures, price lists, offer documents or other documentation due to error may be corrected by us without us being held liable for any damages resulting from these errors.

§ 4     Prices and terms of payment, default in payment, retention and set-off, electronic invoicing
(1)    The prices quoted by us are always in EURO and EXW our registered office in accordance with Incoterms®2020, excluding packaging plus the VAT valid on the day of invoicing. Costs for international delivery documents (e.g. certificates of origin, etc.) are to be reimbursed by the customer.
(2)    We are entitled to invoice our services electronically. The customer agrees to the sending of invoices, credit notes and, if applicable, reminders by e-mail in pdf format and undertakes in this connection to provide us with his e-mail address in order to ensure the receipt of these electronically sent documents.
(3)    The installation / commissioning will be invoiced according to the time spent, unless a fixed price has been expressly agreed.
(4)    Complaints about invoices must be raised by the customer within 14 days of receipt of the invoice at the latest; otherwise the invoice in question shall be deemed to have been approved.
(5)    The deduction of a discount requires a special agreement. Payments shall be made to our account and the customer shall bear all costs of the payment transfer.
(6)    Unless otherwise stated in our order confirmation, the net purchase price (without deduction) is due immediately upon conclusion of the contract and must be paid at the latest within 30 days of receipt of the invoice before default automatically occurs. The default interest for claims for payment shall be ten percentage points above the respective base interest rate; we shall also be entitled to charge other default costs - also as a lump sum of at least EUR 50. We reserve the right to assert further damage caused by default.
(7)    In the event of default in payment, we shall also be entitled to withhold the further provision of deliveries and services and to make it dependent on the payment of all outstanding items by the customer and to generally switch to advance payment and/or demand securities; we shall also not be obliged to take further measures to comply with any delivery dates and quantities (e.g. purchasing, production preparation, etc.).
(8)    If, from the time of conclusion of the contract until the time of performance of the service, the costs have increased by more than 10% due to a change in the market price for raw materials or the costs for purchased parts or due to personnel costs or an increase in the fees charged by third parties involved in the performance of the service, we may demand a correspondingly higher price.
(9)    A right to refuse performance or a right of retention or a set-off by the customer is excluded.
(10)    We are entitled to withhold our delivery until the customer has paid if it is evident that the readiness to perform or the ability to perform is at risk; after setting a corresponding deadline for concurrent performance or provision of security, we can also withdraw from the contract and demand compensation for damages.

§ 5    Delivery, start of delivery, delivery dates, reservation of self-delivery, export/import, delay in delivery, delay in acceptance, force majeure, impossibility
(1)    Deliveries shall be made EXW [__] in accordance with Incoterms®2020. If goods are loaded onto the customer’s means of transport by our employees, these shall be deemed to be auxiliary persons of the customer and we may charge the customer for the costs incurred as a result.
(2)    Unless otherwise contractually agreed, any delivery period shall only commence after receipt of all documents required for the processing of the order and clarification of all technical and commercial issues between the parties. The delivery period is in particular dependent on the provision of any necessary official certificates or approvals and/or an agreed down payment or down payment required according to the terms and conditions or other acts of cooperation by the customer.
(3)    Delivery dates are only binding if they have been expressly agreed in writing as binding; they are deemed to have been met if the goods have been dispatched or are ready for dispatch by their expiry and the customer has been notified of this. Compliance with stated delivery dates also presupposes the timely and proper fulfilment of all obligations of the customer; furthermore, the delivery is subject to correct and timely delivery to ourselves, provided that we have taken measures that are reasonable in the course of business and we cannot be accused of gross negligence in the selection of the supplier(s) or the specific procurement. If delays become apparent, we shall inform the customer as soon as possible.
(4)    If we ourselves are not supplied although we have placed orders with reliable suppliers, we shall be released from our obligation to perform and may withdraw from the contract. We are obliged to inform the customer of the non-availability of the service and to immediately reimburse any consideration already paid by the customer in the event of our withdrawal.
(5)    We are entitled to make partial deliveries.
(6)    The customer is obliged to observe export and/or import conditions and restrictions. The customer will also provide us with all relevant information. Otherwise, the customer shall indemnify us against all consequences. If the customer becomes aware of circumstances that impede the export or import of the goods, the customer shall inform us thereof without delay. If the procurement of necessary export or import documents is uncertain, we are entitled to withdraw from the contract after setting another deadline of two weeks.
(7)    In the event of non-performance or delay on our part, the customer is obliged to set us a reasonable grace period with a duration of at least - unless there is imminent danger - half of the original delivery period, but not less than 20 working days). The customer may then withdraw from the contract with effect for the unfulfilled transactions if the legal requirements are met; the customer may only withdraw from the contract with effect for partially fulfilled transactions if there is absolutely no interest in the partial delivery and performance. The customer shall only be entitled to claims for damages due to delay insofar as our liability is not excluded or limited in accordance with these GTC and even then these shall be limited to the damage foreseeable at the time of the conclusion of the contract, but in total not more than 5% of the value of the outstanding partial or total delivery or service insofar as this cannot be used by the customer in good time or in accordance with the contract as a result of the delay or non-delivery. We reserve the right to prove that the buyer has not suffered any damage at all or only significantly less damage than the damage claimed.
(8)    If the non-delivery or non-observance of an agreed delivery date - even during a delay - is due to force majeure (e.g. war, sabotage, natural disasters, epidemics, pandemics, operational disruptions, fire, floods, storms, strikes, lockouts, political measures or official orders, embargoes, customs duties, worldwide transport problems, shortages of raw materials or primary materials or suppliers, etc.) or other circumstances for which we are not responsible, the delivery date shall be extended taking into account the delay caused by the events. This shall also apply if these circumstances occur at our suppliers or their sub-suppliers. In the event of such circumstances affecting us or our subcontractors/suppliers, we may decide after a reasonable period that impossibility exists. In this case, the customer shall not be entitled to any claims for damages against us.
(9)    If the delivery or service becomes impossible for us - even during the delay - (objectively or also subjectively in the case of disproportionate expenditure for us in relation to the price of our deliveries and services), the customer can withdraw from the contract without setting a deadline with effect for the unfulfilled transactions (this does not apply if the customer is solely or predominantly responsible for these circumstances). In such a case, we may also withdraw from the contract with effect for the unfulfilled transactions, provided that we are not responsible for the impossibility. In such cases, both parties may also withdraw from the contract with full effect for partially fulfilled transactions if there is absolutely no interest in the partial delivery and performance. In the event of impossibility for which we are responsible, the statutory liability provisions shall apply in accordance with these GTC.
(10)    If the customer is in default of acceptance (whereby fault on the part of the customer is irrelevant), the risk of accidental loss shall pass to the customer; if impossibility or inability on our part occurs during the default of acceptance, the customer shall remain obliged to counter-performance.
(11)    For the duration of a delay in acceptance (also in the case of delayed call-offs) by the customer, we are also entitled, without prejudice to other rights, to store the goods to be delivered at the customer’s expense (the same applies if we withhold delivery due to outstanding payments or a deterioration in the customer’s financial situation); we can also commission a forwarding agent for the storage. In addition, we are entitled to charge at least 0.5% of the invoice amount for each calendar day or part thereof for the additional expenses incurred. We are entitled to compensation for other necessary additional expenses (such as insurance premiums) in the amount actually incurred; further legal rights on our part remain unaffected.
(12)    We may also request the customer to accept (or call off) the goods and, after a reasonable period of grace, withdraw from the contract and assert rights for non-performance; this includes a lump-sum compensation of 25% of the price for the goods not accepted/called off. Further claims remain unaffected by this.

§ 6    Transfer of risk
Unless otherwise agreed, in the case of EXW Incoterms®2020 the risk of accidental loss and accidental deterioration of the goods shall pass to the customer when we make the goods available to the customer for collection and notify him thereof. Insofar as an acceptance has been agreed in the case of an assembly service, this shall be decisive for the transfer of risk. It must be carried out immediately on the acceptance date, alternatively after we have notified the customer that the goods are ready for acceptance. The customer may not refuse acceptance in the event of a non-substantial defect. Handover or acceptance shall be deemed to have taken place if the customer is in default of acceptance.

§ 7    Security, retention of title
(1)    For deliveries and services, we are entitled to request from the customer an unconditional, unlimited and irrevocable security from a European bank or a bank letter of credit for the payment of the price.
(2)    In the absence of such security, it shall be deemed that the goods remain our property (“retention of title”) until the complete fulfilment of our claims arising from the delivery. The customer authorises us to carry out any formalities (such as entries in the register) on his behalf.
(3)    The resale of the goods subject to retention of title may only take place in the ordinary course of business. With the resale of our goods subject to retention of title, the customer assigns to us, insofar as permissible, claims from the resale against his customers. We accept the assignment.
(4)    The customer is entitled to collect the assigned claims from the resale until our revocation, which is permissible in the event of default of payment by the customer. Insofar as our claims against the customer are due, the customer shall be obliged to immediately transfer to us the amounts collected from its customers.
(5)    If the customer is in breach of the contract, in particular due to default in payment or due to an enforcement measure by a third party because of inability to pay which has been fruitless, we shall be entitled, after issuing a reminder and setting a reasonable period for payment, to withdraw from the contract, to demand the return of the goods which are still our property due to the reservation of title, to collect them and, if the customer is at fault, to claim damages.
(6)    The customer hereby declares his consent that the persons commissioned by us to collect goods subject to retention of title may enter and drive onto the storage location of the goods for this purpose.
(7)    The customer may neither pledge the goods nor assign them as security. The customer shall inform us immediately of any seizures or other dispositions by third parties.

§ 8     Warranty
(1)    Material defects exist if deliveries and services deviate not only insignificantly from the agreed target quality (other requirements take a back seat) and we have caused this deviation.
(2)    Defects of title shall be deemed to exist if deliveries and services are encumbered with third-party rights existing at our registered office at the time of delivery; however, they shall also be excluded if the customer has caused such infringements of rights by specifications, by an application not foreseeable by us or by changing deliveries and services or using them together with third-party deliveries and services.
(3)    We do not assume any warranty for defects caused by unforeseeable or improper use, faulty assembly or commissioning by the customer or third parties, the use of unsuitable operating materials, defective construction work, unsuitable building ground, faulty or negligent handling or storage, improper maintenance, spare parts, chemical, electrochemical or electrical influences or as a result of natural wear and tear or corrosion not resulting from a manufacturing defect. If the customer or a third party carries out improper repairs, we shall not be liable for the resulting consequences.
The same applies to changes made to the delivery item without our prior consent.
(4)    We sell used equipment as inspected, excluding any warranty.
(5)    Immediately upon receipt of the goods, the customer shall inspect them for compliance with the contract, in particular for completeness as well as condition and, if appropriate, transport damage. Visible deviations, defects and damage must be reported to us immediately and before processing or treatment and at the latest within 5 working days after receipt, hidden defects within the same period after discovery, by written notification with detailed explanation. Otherwise the warranty shall lapse. Transport damage must be noted on the consignment note and the delivery note and confirmed by the driver’s signature.
(6)    In the event of material defects and defects of title, we shall provide warranty at our discretion by subsequent performance in the form of rectification or replacement delivery at the place of the original delivery. Of the costs arising from the rectification or replacement delivery, we shall bear - insofar as the complaint proves to be justified - the costs of the replacement part including dispatch as well as the reasonable costs of dismantling and installation, furthermore, if this can be reasonably demanded according to the situation of the individual case, the costs of any necessary provision of its fitters and assistants. The customer shall grant us the necessary time and opportunity to carry out subsequent performance; otherwise the warranty shall lapse. Only in urgent cases of danger to operational safety or to prevent disproportionately great damage (“imminent danger”) is the customer entitled, after prior notification from us and enabling subsequent performance within a very short period of time, to remedy the defect himself or have it remedied by third parties and to demand compensation from us for the necessary expenses in accordance with the law and these GTC.
(7)    If we refuse the rectification/replacement delivery (not only the assumption of installation and removal costs) or if it fails more than three times, the customer is entitled, at his discretion, to demand a corresponding reduction of the price (abatement) or, in the case of material defects, to declare the withdrawal (cancellation) from the purchase contract. Material defects are defects which impair the suitability or value of the delivery in such a way that they cannot be used by the customer in accordance with the condition/use specified in the contract. For insignificant defects, only the reduction of the purchase price shall be considered in lieu of further statutory provisions in the event of defects not remedied by subsequent performance.
(8)    If the customer has a right to withdraw from the contract within the framework of the statutory provisions in accordance with these GTC, then the customer must declare within ten working days after the occurrence of the preconditions if the customer can and wishes to withdraw from the contract, otherwise the customer is only entitled to a reduction in price in addition to compensation for damages in accordance with these conditions. In the event of defective partial deliveries and services, the customer may only withdraw from the contract as a whole in accordance with the statutory provisions and these GTC if there is absolutely no interest.
(9)    Replaced goods shall become our property and the replacement goods shall only be covered by the warranty provisions of these GTC if the replacement was not only made as a gesture of goodwill. The customer must return replaced goods at his own expense, except within the scope of the warranty.
(10)    The warranty period is 12 months or 2,400 operating hours in single-shift operation, whereby the event first reached is decisive. The warranties shall only be provided after complete fulfilment of the payment obligations. The warranty period shall commence immediately after industrial acceptance has been granted, but no later than 14 days after the end of installation and use of the system under production conditions.
(11)    The provisions of these GTC on liability for damages shall apply to any further claims of the customer.

§ 9     Liability for damages
(1)    The following provisions concern both contractual claims of the customer, in particular but not exclusively in the context of defects, delay, non-delivery/non-performance and impossibility, and statutory claims, in particular pre-contractual and tort claims.
(2)    We shall only be liable in the event of intent on the part of our organs and executive employees, as well as in the event of their grossly negligent breach of “cardinal obligations” (i.e. obligations which are essential for the achievement of the purpose of the contract and on the observance of which the customer as a contractual partner may regularly rely on) and in the event of defects which have been fraudulently concealed or the absence of which we have guaranteed, or in the event of the assumption of the procurement risk, as well as if the health, body or life of people have been injured due to breaches of duty by us. In particular, we shall be liable without limitation for claims under the Product Liability Act (Produkthaftungsgesetz). We shall also be liable for auxiliary persons in the aforementioned cases instead of our organs and executive employees if, in addition to the liability for the auxiliary person according to the law, the selection of the auxiliary persons was made intentionally or through gross negligence culpably by our organs and executive employees - in other cases there is no liability. after we have assigned claims against the auxiliary persons to the customer (in these cases the customer is obliged to accept the assignment).
(3)    Limited liability: In the event of a slightly negligent breach of a cardinal obligation by our executive bodies and senior employees and such grossly negligent breach by auxiliary persons, we shall only be liable for the foreseeable damage typically occurring. In addition, limited liability claims shall become barred by the statute of limitations one year from the beginning of the occurrence of the damage.
(4)    Exclusion of liability: We shall not be liable in the event of a slightly negligent breach of an obligation that is not a cardinal obligation. We shall only be liable for cases of impossibility if we are at least grossly negligent.
(5)    We shall only be liable for consequential damages and indirect damages, i.e. in particular for damages which have not occurred to the delivery item itself, for loss of profit, loss of production, loss of use, expert’s fees, etc., in the event of at least grossly negligent breaches of cardinal obligations up to the amount of the foreseeable, typically occurring damage.
(6)    Insofar as our liability is excluded or limited, this shall apply equally with regard to a personal liability for damages of our organs, employees, workers, staff, representatives and auxiliary persons towards the customer.
(7)    This does not imply a change in the burden of proof to the detriment of the customer.

§ 10    Support during assembly, start and end of assembly services, protective measures, acceptance, assembly defects
(1)    The customer is obliged to provide our technical support at his own expense during assembly / commissioning. This includes in particular the provision of the necessary, suitable assembly assistants; the necessary devices, lifting equipment and tools as well as the necessary commodities and materials; heating, lighting, operating power, water and the necessary connections; necessary, dry and lockable rooms for the storage of the tools and other objects of our employees; suitable recreation rooms and work rooms for our employees; the provision of materials necessary for carrying out a test, inspection or acceptance and the transport of the assembly parts at the assembly site.
(2)    The customer must ensure that the assembly can be started immediately after the arrival of our assembly personnel and carried out without delay until acceptance by us.
(3)    The customer must take the special measures necessary for the protection of persons and property at the assembly site. The customer must inform our employees about existing special safety regulations, insofar as these are of importance to us.
(4)    Completion of the installation includes assembly, commissioning, and acceptance. Prior to the commencement of completion, the materials and objects of the customer required for the commencement of the work must be at the installation or assembly site and all necessary preparatory work must have progressed to such an extent that the installation or assembly can be commenced as agreed and carried out without interruption. Access roads and the installation or assembly site must be levelled and cleared by the customer.
(5)    Immediately after notification of the completion of installation and commissioning, a joint inspection of the plant components and systems shall take place. A written acceptance report to be signed jointly shall be drawn up confirming that the installation and commissioning have been completed. Identified residual work and defects shall be indicated in the acceptance report.
(6)    The customer shall be obliged to accept the assembly and commissioning as soon as the customer has been notified of its completion and any contractually stipulated trial or acceptance test of the assembled delivery item has taken place. If the assembly and commissioning prove not to be in accordance with the contract, we shall be obliged to remedy the defect. This does not apply if the defect is insignificant for the interests of the customer or is due to a circumstance for which the customer is responsible. If there is a non-essential defect, the customer may not refuse acceptance.
(7)    If acceptance is delayed by no fault of our own, acceptance shall be deemed to have taken place two weeks after notification of completion of assembly and commissioning.
(8)    Upon acceptance, our liability for obvious defects shall cease unless the customer has reserved its rights due to the defect upon acceptance.
§ 11    Exemption
    The customer shall indemnify us upon first request against all claims of third parties based on a breach of duty by the customer. This includes in particular the defence against direct claims or also official measures against the customer or us, the defence against indirect claims or official measures against us, the provision of all necessary information and the assumption of legal costs and all other necessary expenses for defence and defence. The customer may not conclude any agreements to our disadvantage with third parties or authorities without our prior consent.

§ 12    Disposal
(1)    If the goods are subject to the Electrical and Electronic Equipment Act (Elektro- und Elektronik-Geräte-Gesetz), we offer to dispose of the goods in accordance with the statutory provisions at the customer’s request, which must be expressed in writing when the purchase contract is concluded, in return for reimbursement of the actual costs incurred. Otherwise, the customer shall assume the obligation to properly dispose of the delivered goods at his own expense in accordance with the statutory provisions after the end of use. In this case, the customer shall indemnify us and our suppliers against the obligations pursuant to Section 16 paragraph 2 of the Electrical and Electronic Equipment Act (manufacturers’ obligation to take back electrical and electronic equipment) and any related claims by third parties.
(2)    The customer shall contractually oblige commercial third parties to whom the customer passes on the delivered goods to properly dispose of the delivered goods after termination of use at their expense in accordance with the statutory provisions and to impose a corresponding further obligation in the event of renewed passing on. If the customer fails to contractually oblige commercial third parties to whom the customer passes on the delivered goods to assume the obligation to dispose of the goods and to impose a further obligation, the customer shall be obliged to take back the delivered goods at his own expense after termination of use and to properly dispose of them in accordance with the statutory provisions. In the case of non-commercial third parties to whom the customer passes on the goods, the regulation according to Section 16 paragraph 2 of the Electrical and Electronic Equipment Act shall apply.
(3)    Our above claims for acceptance/indemnity by the customer shall not become barred by the statute of limitations before two years after the end of the final  use of the device. This period shall commence at the earliest upon receipt by us of a written notification of the end of the final use by the customer and/or its purchaser.

§ 13    Confidentiality
All information not already publicly known must be treated confidentially and must not be made accessible to third parties. Physical and intangible information shall be returned immediately and electronic information shall be deleted immediately at any time upon request or if no transaction is concluded.

§ 14    Data protection
(1)    As far as necessary for the business transaction, order-related customer data will be collected and processed in the course of the business relationship. This customer data is transmitted internally to our sales and service staff and, if necessary, to external business partners for a specific purpose.
(2)    The customer agrees that his data may also be used for the purpose of sending him information about our products and services. The customer may revoke his consent to this at any time.
(3)    The customer agrees that our services may be invoiced electronically until revoked. This explicitly includes the sending of electronically written invoices, credit notes and, if applicable, reminders, while at the same time waiving the sending of paper invoices.
(4)    The confidential and secure handling of data in accordance with the Federal Data Protection Act (Bundesdatenschutzgesetz) and other data protection regulations such as the EU Data Protection Regulation is guaranteed. This applies to the purpose-related transfer to third parties, for example by concluding contracts for commissioned processing with the inclusion of suitable guarantees with careful selection of our partners and service providers.
(5)    Our other provisions on data protection remain unaffected by this. We recommend regular consultation of our data protection information at: at www.hegla.com/de/agb/

§ 15    Transfer of rights and obligations, place of jurisdiction, place of performance, invalidity
(1)    Transfers of rights and obligations of the customer arising from the transaction require our written consent to be effective. This shall not apply insofar as money claims in commercial transactions are concerned.
(2)    For all disputes arising from the business relationship, the place of jurisdiction is the court responsible for our registered office. However, we are also entitled to bring an action at any other statutory place of jurisdiction. Instead of bringing an action before an ordinary court, we may at our own discretion - as plaintiff - settle a dispute arising in connection with the business relationship in accordance with the Arbitration Rules of the German Institution of Arbitration (Deutsche Institution für Schiedsgerichtsbarkeit e.V.). (DIS) to the exclusion of the ordinary legal process; the place of arbitration shall be the place where our registered office is located, the language of the arbitration shall be determined at our discretion (German or English).
(3)    Swiss law shall apply exclusively. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply.
(4)    Should individual provisions of these GTC be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a legally valid provision or reinterpreted in a sense that comes as close as possible to the recognisably intended economic purpose of the invalid provision. The same applies in the event of a loophole in these GTC.
(5)    If several language versions of these GTC exist and are used, the German language version shall prevail.

§ 16    Limitation
All claims of the customer - for whatever legal reasons - shall become barred by the statute of limitations (unless otherwise provided for in these GTC) in 12 months. The statutory periods shall apply to intentional or fraudulent conduct and to claims under the Product Liability Act. They shall also apply to defects in a building or to delivery items which have been used for a building in accordance with their customary use and have caused its defectiveness.

§ 17    Software use
Insofar as software is included in the scope of delivery, the customer is granted a non-exclusive right to use the delivered software including its documentation. It is provided for use on the delivery item intended for this purpose. Use of the software on more than one system is prohibited.
The customer may only reproduce, revise, translate or convert the software from the object code to the source code to the extent permitted by law (Section 69a ff. Copyright Act (Urheberrechtsgesetz)). The customer undertakes not to remove manufacturer’s details - in particular copyright notices - or to change them without the prior express written consent of HEGLA.

All other rights to the software and the documentation, including copies, shall remain with HEGLA or the software supplier. The granting of sub-licences is not permitted.

Status 03/2022