Allgemeine Geschäftsbedingungen
1. Scope and Contracting Parties
These General Terms and Conditions (GTC) apply to all contracts and business relationships between HDTRONIC EDV-Service GmbH, Alte Rennkoppel 12, 21279 Hollenstedt, Managing Director: Heino Holst, District Court Tostedt HRB 4216, VAT ID: DE190213106, Tax Number: 12/200/12893
(hereinafter referred to as the "Provider") and its commercial customers (entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), hereinafter referred to as the "Customer"). This specifically concerns:
- Deliveries of goods (e.g., hardware, labeling machines, accessories)
- Services (e.g., repairs, maintenance, consulting, data backups, forensics, installations, remote and on-site service, data carrier duplication)
- Rental of equipment
- Free-of-charge test setups
No contracts are concluded with consumers (Section 13 BGB). The Provider reserves the right to verify whether the Customer is acting as an entrepreneur, e.g., by requesting a business registration proof.
Deviating terms and conditions of the Customer shall only become part of the contract if the Provider has expressly agreed to their validity in writing.
Should it emerge that the Customer has falsely acted as an entrepreneur, the Provider remains entitled to rescind the contract. In this case, the statutory provisions (Sections 346 et seq. BGB) shall apply.
2. Conclusion of Contract
2.1 Contractual Offers
The presentation of goods, services, or rental/test equipment in brochures, online shops, or other media does not constitute a binding offer, but rather a non-binding invitation to the Customer to submit an offer. Orders or assignments by the Customer (by telephone, in writing, or electronically) are binding offers.
2.2 Acceptance by the Provider
Acceptance occurs through an explicit order confirmation in text or written form (e.g., email) or by performing the delivery or service (Section 147 (2) BGB). The Provider may reject the order if there are objective reasons (e.g., lack of availability, creditworthiness concerns, contradictory information).
2.3 Contract Language
The contract language is German, unless another language is explicitly agreed upon.
2.4 Reservation Regarding Errors and Technical Faults
The Provider endeavors to make all product descriptions, prices, and other information as precise as possible. Nevertheless, typos, technical errors, or other mistakes cannot be completely ruled out.
The Provider reserves the right to withdraw from a contract or reject an offer already submitted by the Customer in the event of obvious errors (e.g., recognizable by the Customer) in product descriptions, prices, or other information. This applies, for example, to incorrect price details or faulty product features due to technical problems (Section 119 (1) BGB).
If the Customer has already made payments based on an obvious error and no contract is concluded, these shall be refunded. Any further claims by the Customer – in particular for fulfillment or damages due to the error – are excluded, unless there is intent or gross negligence on the part of the Provider (Sections 346 et seq. BGB).
3. Prices and Payment Terms
3.1 Prices
All prices are net prices in Euro and are subject to the applicable statutory value-added tax (VAT).
Unless otherwise agreed, prices for goods deliveries are ex works or warehouse. Shipping and packaging costs, as well as any customs duties or other charges, will be invoiced separately.
3.2 Payment Methods
The available payment methods (e.g., invoice, prepayment, PayPal, credit card) are determined by the Provider. The Provider may require a credit check or prepayment for payments on account.
3.3 Maturity
Unless otherwise agreed in writing, invoices are due immediately and without deduction (Section 286 (2) No. 1 BGB).
3.4 Cancellation
In the event of cancellation of already confirmed orders, the Customer shall bear all costs incurred up to that point, including supplier costs, cancellation fees, and loss of profit (Section 280 BGB).
3.5 Travel Costs and Expenses
Insofar as the Provider must travel to fulfill the order, the resulting travel and accommodation costs as well as other expenses shall be borne by the Customer, unless explicitly agreed otherwise.
The mode and class of travel (e.g., car, train, plane) as well as the hotel category shall be chosen by the Provider, taking into account reasonableness.
3.6 Interest on Arrears and Dunning Fees
The Customer shall be in default no later than 14 days after the due date without the need for a reminder. For the duration of the default, interest on arrears shall be charged at a rate of 9% above the base interest rate per annum. A processing fee of EUR 20.00 shall be due for each reminder, plus any costs of a debt collection agency.
4. Delivery and Services
4.1 General Delivery Terms
Delivery periods or dates are only binding if they have been confirmed as such in writing (Section 286 (2) No. 1 BGB). The Provider is entitled to make partial deliveries, provided these are reasonable for the Customer (Section 266 BGB).
Information on delivery times or availability is non-binding unless expressly agreed otherwise in writing.
4.2 Delivery via Parcel Service
Unless otherwise agreed, delivery is made via parcel service (e.g., UPS, DHL) to the delivery address specified by the Customer.
Parcel services may leave deliveries at the front door or at an alternative drop-off location if the Customer is not found. The Customer is responsible for ensuring secure acceptance of the delivery.
The Customer must report transport damage or the loss of parcels to the Provider in writing immediately, but no later than five working days after the expected delivery date. Obvious transport damage must be reported directly to the carrier (Section 438 HGB).
Upon handover of the goods to the parcel service, the risk of accidental loss or accidental deterioration passes to the Customer (Section 447 BGB).
4.3 Delivery via Freight Forwarding
For larger goods, delivery is made via freight forwarding "free curbside". Upon provision of the goods at the curbside, the risk of accidental loss or deterioration passes to the Customer (Section 447 BGB).
The Customer is responsible for unloading the goods and for providing suitable lifting and transport equipment.
4.4 Customer Responsibilities for Delivery and Installation
The Customer ensures that transport routes are freely accessible and suitable for the delivered goods, and that the installation site meets the requirements for load-bearing capacity, space, and safety regulations, and that all necessary connections (e.g., electricity, compressed air, internet) as well as supporting labor and equipment are available.
The Customer is obliged to check the technical requirements of the delivered machines in advance and ensure that they are met at the time of installation.
If the requirements are not met, the Provider is not liable for resulting delays, damages, or additional costs (Section 254 BGB). The Provider may invoice any additional costs incurred.
4.5 Scope of Installation and Additional Services
Installation includes exclusively the setup, commissioning, and basic configuration of the delivered machines. Additional services, such as connection to existing software, networks, or production lines, are not part of the installation unless expressly agreed in writing. Work for integrating the delivered machines or devices into existing production lines, the adjustment or programming of interfaces, or the connection to the Customer's existing software solutions requires a separate written agreement, including the definition of the scope of services, costs, and timeframe. The Provider is not liable for delays, damages, or costs resulting from the Customer expecting additional services that were not agreed in writing. If the Provider performs additional services, such as integration or adjustment of the delivered machines, at the Customer's request as a gesture of goodwill, this is done without recognition of a legal obligation and exclusively at the Customer's own risk. There is no claim to the performance, repetition, or rectification of such goodwill services. The Provider assumes no liability for goodwill services unless they are based on intentional behavior by the Provider. Duty of cooperation of the Customer: The Customer is obliged to inform the Provider in writing prior to installation whether additional services in connection with the integration or adjustment of the delivered machines are required. If such notification is omitted, the Provider is not liable for delays, costs, or damages resulting from a lack of integration (Section 254 BGB). If additional services are performed without prior written agreement, the Provider is entitled to invoice the Customer for the costs incurred in accordance with the applicable remuneration rates.
4.6 International Deliveries
Deliveries to other EU countries and third countries are made according to the agreed Incoterms 2020, e.g., DAP or EXW. For deliveries to third countries, the Customer bears all import duties, taxes, and fees. The Provider provides the necessary export documents. The Customer is liable for delays or additional costs resulting from missing import documents or legal obstacles. The Provider reserves the right to refuse deliveries to countries subject to embargoes, export restrictions, or other legal requirements.
5. Services
5.1 Customer's Duty of Cooperation
The Customer ensures that all prerequisites necessary for the service are met (e.g., access authorizations, data releases, suitable IT infrastructure, secure and stable power supply). The Provider may suspend work if these prerequisites are not met without being liable for it.
5.2 Remote Services
The Customer guarantees a stable internet connection during remote work and ensures that any security and data protection guidelines are complied with. The Provider is not liable for delays or failures caused by unstable connections or insufficient security measures on the part of the Customer.
6. Data Carrier Duplication and Copying Services
6.1 Subject Matter
The Provider duplicates data carriers, copies data in large quantities, or performs similar reproduction services, provided this is contractually agreed.
6.2 Responsibility of the Customer
The Customer warrants that all content handed over for duplication or reproduction does not violate the rights of third parties, in particular copyright, trademark, or license rights. The Customer is solely responsible for ensuring that the duplication or copying of this content is lawful and that neither criminal content nor prohibited or copyrighted works are reproduced without authorization.
6.3 Indemnification
The Customer shall indemnify the Provider against all claims asserted by third parties against the Provider due to a possible legal infringement through the reproduction or distribution of the content delivered by the Customer. The indemnification also includes the necessary legal prosecution or defense costs (e.g., court and lawyer fees) incurred by the Provider in connection with the legal infringement.
6.4 Right of Refusal
The Provider reserves the right to refuse or cancel orders for duplication or reproduction if it turns out that the content is obviously inadmissible or unlawful (e.g., criminal content).
6.5 Incomplete Copies or Deletions
Rare exceptional cases of incomplete copies or deletions exempt the Provider from liability, provided these are not based on intent or gross negligence.
7. Rental and Test Setups
7.1 Rental of Equipment
The Provider rents certain equipment (e.g., labeling machines, hardware) to the Customer, provided this has been contractually agreed. A written or written confirmed rental agreement regulates the specific rental object, the rental period, and the agreed fee.
The rented equipment remains the property of the Provider at all times. The Customer is obliged to handle the rental objects with care and to use them only within the scope of the agreed or customary use. Unauthorized modifications or interventions are prohibited unless the Provider has consented to them in writing.
7.2 Free Test Setups
The Provider may provide equipment to the Customer for test or demonstration purposes free of charge ("test setup"). A written or written confirmed assignment regulates the duration and scope of the test setup.
The test equipment remains the property of the Provider at all times. The Customer is obliged to handle the test equipment with care during the test period and to use it exclusively for the agreed purpose.
8. Rights and Obligations of the Contracting Parties
8.1 Duty to Inspect and Report Defects
The Customer must inspect delivered goods immediately after delivery and report recognizable defects in writing within 5 working days (Section 377 HGB). Hidden defects must be reported within 5 working days of their discovery.
8.2 Retention of Title
The delivered goods remain the property of the Provider until full payment of all claims arising from the business relationship. The Customer is entitled to resell the goods subject to retention of title in the ordinary course of business. In this case, the Customer hereby assigns all claims from the resale to the Provider. The Provider hereby accepts this assignment. The Customer remains authorized to collect the claims as long as he properly meets his payment obligations. The Provider reserves the right to collect the claims himself if the Customer defaults on payment.
8.3 Confidentiality Obligations
The contracting parties undertake not to disclose any confidential information obtained within the scope of the business relationship, either directly or indirectly, to third parties, unless this is necessary for the fulfillment of the contract or required by law. Confidential information includes, in particular, technical data, customer lists, business strategies, and other non-public information. This obligation remains in effect for a period of 5 years after the end of the contractual relationship.
8.4 Protection of Intellectual Property
All documents, software, designs, or other materials provided to the Customer remain the intellectual property of the Provider. Any disclosure, reproduction, or use outside the agreed contractual purpose is only permitted with the express written consent of the Provider. In the event of violations, the Provider reserves the right to assert claims for damages.
9. Liability and Data Protection
9.1 Liability
The Provider is liable without limitation for intent and gross negligence as well as for injury to life, limb, and health.
In cases of simple negligence, the Provider is only liable for the violation of essential contractual obligations (cardinal obligations). In this case, liability is limited to the contractually typical, foreseeable damage.
Liability for loss of data is excluded insofar as the Customer has failed to perform proper data backup and ensure that the data can be reconstructed with reasonable effort.
9.2 Data Protection and Data Processing
The Provider processes personal data of the Customer within the framework of the applicable data protection laws, in particular the General Data Protection Regulation (GDPR). The processing takes place exclusively for the purpose of contract execution, invoicing, and maintaining the customer relationship. Details can be found in the Provider's privacy policy, which can be viewed on the website. The Customer has the right to information, rectification, deletion, and restriction of the processing of his data as well as the right to object to the processing, provided there are no statutory retention obligations.
9.3 Disclaimer for Production Downtime, Delivery Delays, and Machine Damage
The Provider is not liable for production downtime, lost profits, or other indirect or consequential damages caused by the non-functionality, improper use, or delayed provision of the machines or goods delivered by the Provider, unless there is intent or gross negligence.
The Provider's liability for damages caused by machines or systems delivered by him is limited to cases in which these damages were caused by intent or gross negligence on the part of the Provider. In particular, the Provider is not liable for damages caused by improper operation, lack of maintenance, insufficient installation requirements, or external influences at the Customer's site.
Delays in the delivery or provision of machines or goods do not lead to liability on the part of the Provider for resulting damages, unless the delay is based on intent or gross negligence.
The Customer is obliged to check the functionality of the delivered machines and systems immediately after receipt. Recognizable defects must be reported in writing within five working days (Section 377 HGB). Hidden defects must be reported immediately after their discovery.
The Provider's liability for simple negligence is excluded unless essential contractual obligations (cardinal obligations) are violated. In this case, liability is limited to the typical and foreseeable damage.
Further statutory claims, in particular under the Product Liability Act, remain unaffected.
10. Sample Products and Sample Packaging
10.1 Purpose and Use
If sample products, sample packaging, or similar test samples (hereinafter "Samples") are provided to the Provider by the Customer or third parties, these serve exclusively to test the suitability for machines and devices as well as to perform test runs. The Provider is entitled to use the Samples for demonstration purposes, including the creation of videos or other recordings, to familiarize customers or interested parties with the functioning of the devices.
10.2 Storage, Transfer, and Destruction
The Provider undertakes to handle and store the Samples carefully during the test and demonstration phase. The Samples will only be returned if the Customer explicitly requests this in writing before or during the test phase. Otherwise, the Provider is entitled, at its own discretion, to dispose of or destroy the Samples after completion of the tests. The Provider may forward the Samples to suppliers or partners if this is necessary for performing the tests and the Customer has not objected in writing in advance. Subsequent notifications by the Customer regarding returns or objections received after the completion of the test or demonstration phase cannot be considered if the Samples have already been disposed of or forwarded.
10.3 Recordings and Confidentiality
Within the scope of tests or demonstrations, the Provider may create photos, videos, or similar recordings. These will only be treated confidentially if the Customer informs the Provider of this in writing in advance. If no such notification is received, the Provider is entitled to use the recordings for its own demonstration purposes, including publication on the company website or in presentations. Should a Sample contain sensitive or particularly worthy of protection content, the Customer is obliged to inform the Provider of this in writing in advance so that suitable protective measures (e.g., masking or separate agreements) can be taken.
10.4 Customer's Duty of Cooperation
The Customer warrants that the provided Samples do not violate any rights of third parties and are suitable for the intended tests (e.g., regarding ingredients or labeling). Special requirements of the Customer, such as a mandatory return or specific confidentiality regulations, must be agreed in writing with the Provider before the Samples are provided.
10.5 Liability
The Provider is not liable for damage to the Samples occurring within the scope of ordinary test or demonstration activities, unless there is gross negligence or intent. Normal wear and tear or impairment of the Samples resulting from the tests or demonstrations are not considered damages within the meaning of this clause. Further liability provisions arise from the general liability provisions in these GTC.
11. Final Provisions
11.1 Jurisdiction and Applicable Law
If the Customer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes is the registered office of the Provider. The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
11.2 Severability Clause
Should individual provisions of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected (Section 306 BGB). The parties undertake to replace the invalid provision with one that comes as close as possible to the economic purpose of the invalid provision.
(As of January 1, 2025)