Hydreco Hydraulics GmbH Terms and Conditions of Purchase

2. General information
  1. The following General Terms and Conditions of Purchase (“GTC”) of Hydreco Hydraulics GmbH (hereinafter referred to as “Client”) apply exclusively. Any terms and conditions of the Supplier that deviate from or differ from these GTC shall not be recognized unless the Client has expressly agreed to their validity in writing. The acceptance of goods or services from the supplier or payment for them does not constitute consent, even if the acceptance or payment is made in the knowledge of conflicting or supplementary contractual terms and conditions of the supplier. Any previously agreed general terms and conditions of the supplier are hereby expressly rejected. They are replaced by the GTCP of the client.
  2. These GTC apply only to entrepreneurs within the meaning of § 14 BGB (German Civil Code), legal entities under public law, and special funds under public law.
  3. Unless otherwise agreed, the GTC shall also apply as a framework agreement for similar future contracts.
3. Conclusion of contract and contract amendments
  1. Orders, contracts, and delivery schedules, as well as any amendments and additions thereto, must be made in writing. The written form requirement is also fulfilled by fax, remote data transmission, or email.
  2. All agreements made between the supplier and the customer upon conclusion of the contract are set out in full in writing in the contract, including these GTC. Any verbal agreements of any kind beyond this – including subsequent amendments and additions to these GTC – require written confirmation by the customer to be valid.
  3. Offers and cost estimates are binding and not subject to remuneration, unless expressly agreed otherwise.
  4. Orders, order changes, and delivery schedules within the scope of order and delivery schedule planning become binding if the supplier does not object within three working days of receipt. Otherwise, the client is entitled to revoke the order if the supplier does not accept it within two weeks of receipt.
4. Delivery / Packaging / Transfer of Risk
  1. The supplier is obliged to adhere to all contractually defined dates and deadlines. The supplier shall inform the client immediately in writing if circumstances arise or become known to it which indicate that agreed deadlines cannot be met and shall set a new deadline in agreement with the client. The initially agreed deadlines shall continue to apply for the assertion of the parties' claims, irrespective of the setting of new deadlines.
  2. The decisive factor for compliance with the delivery date or delivery period is the receipt of the goods by the customer.
  3. Shipping is carried out for the client on a DDP basis (DDP according to Incoterms 2010) to the place of receipt specified by the client.
  4. Unless delivery “free works” has been agreed, the supplier shall make the goods available in good time, taking into account the time required for loading and shipping. If it has been agreed that the customer shall bear the shipping costs and no instructions have been given regarding the mode of shipment, the delivery shall be transported by the most economical means, taking into account the urgency of the case.
  5. The supplier shall bear the costs of any transport insurance. The supplier shall bear the risk of damage to the goods until they are accepted by the customer or a representative of the customer at the place to which the goods are to be delivered in accordance with the order.
  6. Any necessary expenses incurred by the supplier in connection with the installation or assembly of the contractual item, such as travel expenses, provision of tools, and allowances, shall be borne by the supplier, unless otherwise agreed between the parties.
  7. If the supplier is in default of delivery or performance, the statutory provisions shall apply. If the supplier becomes aware of any obstacles that could prevent it from delivering on time or in the agreed quality, it must notify the customer immediately.
  8. Even unconditional acceptance of the delayed delivery or service does not constitute a waiver of the compensation claims to which the client is entitled due to the delayed delivery or service; this applies until the client has paid in full for the delivery or service in question.
  9. The supplier is generally not entitled to make partial deliveries or provide partial services unless this has been expressly agreed to by the customer and is reasonable for the customer.
  10. Unless otherwise proven, the quantities, weights, and dimensions determined by the client during the incoming goods inspection shall be decisive.
  11. The supplier is responsible for providing suitable packaging. The return of packaging requires a special agreement. If separate remuneration was expressly agreed for the packaging, the customer is entitled to return the packaging material used for shipping to the supplier's address, with at least 2/3 of the packaging value being charged back.
5. Force majeure
  1. Events beyond the supplier's control that prevent it from providing the service (force majeure), such as operational disruptions through no fault of its own, strikes, lawful lockouts, natural disasters, and other events of force majeure, official measures, and other unavoidable events shall release the supplier from the fulfillment of its contractual obligations for the duration of their occurrence, as long as the impediment persists.
  2. The supplier is obliged to inform the client immediately of the occurrence and expected duration of such an event. 
  3. If such an impediment lasts longer than three months, the client shall be entitled – without prejudice to further rights – to withdraw from the contract in whole or, if only part of the deliveries and services are affected, in part. In this case, any consideration already paid shall be refunded to the client without delay.
5. Shipping notification and invoice
  1. The information contained in the client's orders and delivery schedules shall apply. 
  2. The invoice shall be sent in a single copy, stating the invoice number and other identifying details, by electronic data transmission to the email address A separate email must be sent for each invoice. If the supplier does not meet the necessary requirements, the invoice must be sent by post to the address printed on the order – it must not be enclosed with the shipments.
6. Pricing
  1. Unless otherwise agreed, prices are quoted delivered to the named place (DDP according to Incoterms 2010) including packaging. Sales tax is not included.
7. Terms of payment
  1. Unless otherwise agreed with the supplier, invoices shall be paid either within 14 days with a 2% discount or within 30 days without discount – from the due date of the payment claim and receipt of both the invoice and the goods or provision of the service. Payment shall be made subject to invoice verification.
8. Notification of defects
  1. In the case of delivery of goods which the customer must inspect in accordance with § 377 HGB (German Commercial Code), the period for inspection and notification of an obvious defect in the goods is 30 calendar days from receipt of the delivery.
  2. The period for giving notice of hidden defects is 14 calendar days from discovery of the defect. The supplier waives the right to object to late notification of defects in this respect.
  3. Upon receipt of goods, the client shall inspect the goods only for obvious damage, in particular transport damage, identity and quantity deviations in the delivery, provided that this does not conflict with the quality assurance agreement (Hydreco-QSV).
  4. Defects shall be reported immediately after discovery.
9. Claims for defects
  1. The supplier guarantees that the delivery or service has the agreed quality, fulfills the intended purpose, complies with the specifications, samples, etc. approved by the customer, the relevant standards, in particular DIN standards, EC standards, etc., as well as the specifications of the authorities and professional associations, the latest state of the art, German and European safety regulations, and – as far as possible – bears the CE mark and includes a certificate of conformity. The same applies to the performance data and other characteristics contained in the supplier's order confirmation.
  2. In all other respects, the statutory provisions on material defects and defects of title shall apply, unless otherwise specified below.
  3. The client has the right to choose the type of subsequent performance. The costs of subsequent performance, including the expenses pursuant to Sections 439 (2) and (3) of the German Civil Code (BGB), as well as the ancillary services required for subsequent performance, such as, in particular, transport, travel, labor, installation, removal, sorting, and material costs, shall be borne by the contractor. The supplier may only refuse the type of subsequent performance chosen by the customer if it is only possible at disproportionate cost.
  4. If the supplier does not begin to remedy the defect immediately after being requested to do so, the customer shall be entitled, in urgent cases, in particular to avert acute dangers or prevent major damage, to remedy the defect itself or have it remedied by a third party at the supplier's expense.
  5. The supplier shall also indemnify the customer against any claims by third parties for legal defects, unless the supplier is not responsible for the legal defect.
  6. The limitation period is 3 years from complete delivery of the contractual item (transfer of risk).
  7. If the supplier fulfills its obligation to remedy the defect by providing a replacement delivery, the limitation period for the replacement goods shall recommence after delivery. This shall not apply if the supplier has expressly and correctly reserved the right to make the replacement delivery only as a gesture of goodwill, to avoid disputes, or in the interest of maintaining the supply relationship.
  8. In the event of withdrawal, the supplier shall bear the costs of dismantling/removal and return freight and shall be responsible for disposal.
  9. The supplier shall be liable for the fault of its subcontractors as if it were its own fault.
10. Product liability and recall
  1. In the event of a claim based on product liability, the supplier shall be obliged, insofar as it is responsible for product damage, to indemnify the customer against claims for damages by third parties (arising from the violation of the protected legal interests of life, limb, health, or property) upon first request, insofar as the cause lies within its sphere of control and organization and it is liable in the external relationship.
  2. In cases of fault-based liability, however, this only applies if the supplier is at fault. If the cause of the damage lies within the supplier's area of responsibility, the burden of proof that they are not at fault lies with them.
  3. In this context, the supplier is also obliged to reimburse any expenses arising from or in connection with a recall campaign carried out by us, insofar as the claim does not arise from §§ 830, 840 ff. BGB (German Civil Code) in conjunction with §§ 426, 254 BGB.
  4. The supplier undertakes to maintain adequate product liability insurance with sufficient coverage for the duration of the business relationship or contracts, i.e., until the respective expiry of the limitation period for defects and liability, whereby the statutory provisions, e.g., of the ProdHaftG (German Product Liability Act), must also be taken into account in this respect.
  5. In addition, in the cases specified in Section 10.1, the supplier shall bear all costs and expenses, including the costs of any legal action.
  6. In all other respects, the statutory provisions shall apply.
11. Rights of withdrawal and termination
  1. Beyond the statutory rights of withdrawal, the customer is entitled to withdraw from the contract if there is a significant deterioration in the supplier's financial circumstances or if such a deterioration is imminent and this jeopardizes the fulfillment of a delivery obligation to the customer.
  2. Furthermore, the client is entitled to withdraw from the contract if
    • the supplier becomes insolvent,
    • the supplier suspends payments,
    • the supplier becomes insolvent pursuant to Section 18 of the German Insolvency Code (InsO) or if the supplier appears to be overindebted,
    • the supplier files for insolvency proceedings or comparable debt settlement proceedings in relation to the supplier's assets or business, or
    • if the opening of insolvency proceedings against the supplier's assets is rejected due to lack of assets.
  3. In the case of a continuing obligation, sections 11.1 and 11.2 shall apply mutatis mutandis, with the proviso that the right of withdrawal shall be replaced by an extraordinary right of termination without notice.
  4. If the supplier has performed a partial service, the customer is only entitled to withdraw from the entire contract if he has no interest in the partial service.
  5. If the customer withdraws from or terminates the contract on the basis of the above contractual rights of withdrawal or termination, the supplier shall compensate the customer for any damages incurred as a result, unless the supplier is not responsible for the occurrence of the rights of withdrawal or termination.
  6. Legal rights and claims are not restricted by the provisions contained in this Section 11.
12. Execution of work
  1. Persons who carry out work on the factory premises in fulfillment of the contract must observe the provisions of the client's respective operating regulations. Liability for accidents involving third parties on the factory premises is excluded, unless these were caused by intentional or grossly negligent breach of duty on the part of the client's legal representatives or vicarious agents.
13. Provision
  1. Materials, parts, containers, special packaging, tools, measuring equipment, or similar items provided by the client (supplies) remain the property of the client.
  2. Processing, transformation, or mixing of goods subject to retention of title with other items not belonging to the customer shall result in the customer acquiring co-ownership of the new item in proportion to the value of its own item to the value of the total product at the time of processing or mixing.
  3. If the mixing is carried out in such a way that the supplier's item is to be regarded as the main item, it shall be deemed agreed that the supplier shall transfer proportional co-ownership to the customer; the supplier shall hold the sole ownership or co-ownership in safekeeping for the customer. The supplier shall not be entitled to a right of retention, for whatever reason, in respect of the items provided.
14. Documents and confidentiality
  1. All business or technical information made available to the supplier by the customer (including features that can be gleaned from items, documents, drawings, or software provided, and other knowledge or experience) shall be kept confidential from third parties as long as and to the extent that it is not demonstrably in the public domain. and may only be made available within the supplier's own company to persons who are necessarily involved in their use for the purpose of delivery and who are also bound to secrecy.
  2. The client reserves ownership and all other rights (e.g., copyright, trademark, patent, and similar rights) to the information, drawings, films, models, samples, objects, tools, and technical applications made available to the supplier. These may only be used for the execution of the specific order in question. Any disclosure to third parties, other publication, or use for own purposes requires the express prior written consent of the customer; reproductions may only be made with prior written consent.
  3. Upon request, all information originating from the client (including any copies or recordings made) and items provided on loan must be returned to the client immediately and in full or destroyed.
    Products manufactured according to documents designed by the customer, such as drawings, models, and the like, or according to other confidential information provided by the customer, or using the customer's tools or replica tools, may not be used by the supplier itself or offered or delivered to third parties. Insofar as confidential information includes personal data, the provisions of Section 18 shall take precedence.
15. Export, customs, and other regulations
  1. The supplier is obliged to inform the customer in its business documents of any licensing requirements or restrictions on (re-)exports of its goods in accordance with German, European, and the export and customs regulations of the country of origin of its goods, and to provide the necessary information for goods subject to licensing in good time before the first delivery to the address to send.
  2. The supplier is obliged to inform the customer immediately of any changes to the approval requirements for the goods delivered to the customer due to technical or legal changes or official findings.
  3. Insofar as deliveries are subject to foreign trade obligations, the supplier shall be solely responsible for complying with all regulations and obtaining the necessary approvals. Imported goods shall be delivered duty paid.
  4. The supplier undertakes to comply in particular with all legal requirements arising from EU regulations on chemical protection (REACH) (in particular registration, notification, and approval obligations). The supplier shall provide the client with sufficient information for the safe use of products in accordance with Art. 33 of Regulation 1907/2006 EC (REACH Regulation) and Art. 57 REACH Regulation. If, as a result of REACH, there are changes in the availability or intended use of materials, components, assemblies, or finished products, or if measures are required by the customer, the supplier shall inform the customer of this immediately. The supplier undertakes to pass on the aforementioned obligations to its upstream suppliers accordingly.
  5. All parts and/or devices delivered to the client must comply with the requirements of the EU directives on the return of waste equipment (WEEE) and on the prohibition of certain substances (ROHS), as well as the corresponding national regulations in the EU member states; in particular, the labeling requirements for devices, the avoidance of prohibited substances, and the provision of information for disposal companies.
    If the customer requests proofs of origin, e.g., supplier declarations, movement certificates, etc., the supplier must provide these.
16. Compliance
  1. The supplier undertakes not to commit any acts or omissions which, regardless of the form of participation, could lead to administrative or criminal penalties, in particular for corruption or violations of antitrust and competition law, on the part of the supplier, persons employed by the supplier, or third parties commissioned by the supplier. The supplier is responsible for taking appropriate measures to prevent violations. To this end, the supplier shall, in particular, impose corresponding obligations on persons employed by it or third parties commissioned by it.
  2. If a violation of the obligations under Sections 16.1 and 16.4 to 16.6 is suspected, the supplier must immediately investigate possible violations and inform the client of the investigative measures taken. If the suspicion proves to be justified, the supplier is obliged to disclose what internal measures it has taken to prevent future violations.
  3. In the event of serious violations of the law by the supplier and violations of the provisions in sections 16.1 and 16.4 to 16.6, the client is entitled to withdraw from existing contracts with the supplier or to terminate them without notice.
  4. The supplier undertakes to comply with the applicable laws governing the general minimum wage and to impose the same obligation on any subcontractors it engages.
  5. The supplier shall comply with the respective legal regulations governing the treatment of employees, environmental protection, and occupational safety, and shall work to reduce any adverse effects on people and the environment in the course of its activities.
  6. Upon request, the supplier shall provide evidence of compliance with the above assurance. In the event of a breach of the above assurance, the supplier shall indemnify the customer against any claims by third parties and shall be obliged to reimburse any fines imposed in this connection.
17. Data protection
  1. In connection with the contractual relationship with the supplier, the client processes the personal data of the supplier's employees provided by the supplier, as well as other data for the purpose of establishing, implementing, and terminating the contractual relationship. 
  2. The data will not be transferred to other third parties.
     
  3. Upon termination of the contractual relationship, the client shall store the data relevant to this contractual relationship for the duration of the statutory retention obligations and delete it after their expiry.  
     
  4. The supplier is obliged to inform its employees that the client processes data relating to the supplier's employees and to what extent. 
     
  5. If and to the extent that the supplier processes personal data in fulfillment of its contractual obligations to the client, which has been disclosed or provided to the supplier either for the purpose of processing on behalf of the client for independent processing or on the basis of joint responsibility between the supplier and the client, the above provisions shall apply accordingly.
18. Other matters
  1. Should any provision of these terms and conditions and the further agreements made be or become invalid, this shall not affect the validity of the remaining provisions. The contracting parties are obliged to replace the invalid provision with a provision that comes as close as possible to it in terms of economic success.
  2. German law applies exclusively to the contractual relationships, excluding the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG).
  3. The place of jurisdiction for all legal disputes arising directly or indirectly from contractual relationships based on these Terms and Conditions of Purchase is Helmstedt.
  4. The contract language is German or English, depending on the language of the respective order. Accordingly, the client's general terms and conditions also apply exclusively in the contract language.