General Terms and Conditions of Sales of Hübner GmbH & Co. KG, Kassel, for the HUBLink platform

I.  Scope of Validity / Offers

1. These General Terms and Conditions of Sales (“GTCS”) apply exclusively to all - including future - contracts and other deliveries / services of Hübner GmbH & Co. KG ("Hübner") offered via the HUBLink platform in the commercial sector. The version of the GTCS valid at the time of conclusion of the contract shall apply. These GTCS apply exclusively to contracts with entrepreneurs (Section 14 of the German Civil Code “BGB”). Any conflicting or deviating terms and conditions of the customer are hereby expressly rejected. Other terms and conditions shall not be accepted either by silence or by making deliveries/services or accepting services.
2. Hübner's General Terms and Conditions of Use for the HUBLink platform ("GTCU") shall have priority for the use of HUBLink.
3. Amendments, collateral agreements or supplements to these GTCS, offers/orders based on them and the waiver of the text form requirement must at least be made in text form. Section 305b BGB remains unaffected. Insofar as written form is provided for in these GTCS, text form within the meaning of Section 126b BGB is sufficient, unless expressly agreed otherwise.
4. References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in this contract.
5. Hübner’s offers are subject to change. Any documents submitted with the offer such as catalogs, prospectuses, illustrations, drawings, and technical data contain only approximate statements and descriptions and do not constitute any quality specifications or any guarantees unless explicitly stipulated otherwise in writing by Hübner.
6. Deviations of the deliveries / services from offers, specimens, samples and prior deliveries are permitted pursuant to the respectively valid DIN standards or other usually applicable technical standards. Dimensions shall be determined according to the DIN standards. DIN ISO 3302-1/2018 respectively DIN 20457/2018 are – as far as applicable – the basis of each contract.
7. Hübner reserves the right to make reasonable technical and/or design changes to the deliveries/services, especially in the interest of technical progress.

II. Conclusion of contract

1. The customer can select products, in particular spare parts for Hübner products, from the range of the HUBLink platform and collect them in a so-called shopping cart using the "add to cart" button. The customer submits a binding request to purchase the goods in the shopping cart by clicking on the "order with obligation to pay" button. Before submitting the order, the customer can change, view or print out the data at any time. Input errors can be corrected using the usual keyboard, mouse and browser functions (e.g. the browser's "back button"); they can also be corrected by the customer canceling the order process prematurely, closing the browser window and repeating the process. However, the application can only be submitted and transmitted if the customer has accepted these GTCS by ticking a box and thereby included them in their application.
2. Hübner will then send the customer an automatic confirmation of receipt by e-mail, in which the customer's order is listed again and which the customer can print out using the "Print" function. The automatic confirmation of receipt merely documents that the customer's order has been received by Hübner and does not constitute acceptance of the order. The contract is only concluded when Hübner issues the declaration of acceptance, which is sent by a separate e-mail (order confirmation). The text of the contract (consisting of order, GTCS and order confirmation) will be stored in compliance with data protection regulations. The customer can view the text of the contract in his HUBLink user account. This Section II.2 shall not apply if Hübner and the customer have agreed otherwise by individual agreement or if the contract is concluded exclusively by individual communication (Section 312i (2) BGB). In any case, the customer has the possibility to retrieve the contractual provisions, including these GTCS, upon conclusion of the contract and to save them in a reproducible form (Section 312i (1) s. 1 no. 4 BGB).
3. If the contract is concluded, the contract is concluded between Hübner and the customer. The contract shall be concluded in German or English at the customer's discretion.
4. If no copies of the product selected by the customer are available at the time of the customer's order, Hübner shall inform the customer of this immediately in the order confirmation. If the product is permanently unavailable, Hübner will refrain from issuing a declaration of acceptance. In this case, a contract will not be concluded. If the product designated by the customer in the order is only temporarily unavailable, Hübner will also inform the customer of this immediately in the order confirmation.
5. The sending of the aforementioned information required in connection with the conclusion of the contract is partly automated after the customer has placed the order. The customer must therefore ensure that the e-mail address provided by the customer to Hübner is correct, that the receipt of the e-mails is technically ensured and, in particular, that it is not prevented by SPAM filters.

III. Prices

1. Unless agreed otherwise, the prices are stated in Euro, generally Free Carrier Kassel (FCA) in accordance with Incoterms 2020, and plus applicable VAT respectively.
2. In addition to the stated prices, shipping costs may be incurred for the delivery of products, unless the respective item is shown as free of shipping costs. The shipping costs are clearly indicated in the offers, in the shopping cart system and on the order overview.
3. The customer shall bear all and any unforeseen additional costs arising from carrying out the deliveries / services and for which no price surcharges have been agreed, unless Hübner is directly responsible for such circumstances.
4. If forecasted quantities (total amount or yearly quantity) on which the price calculation was based cannot be reached, Hübner shall be allowed to charge the not called deliveries / services at the end of the year or each delivery period considering saved expenses unless Hübner is responsible for not reaching the forecasted quantities.
5. If, as an exception, prices are agreed in a foreign currency, then the agreed price shall be based on the conversion rate of the Euro to the respective foreign currency quoted in Germany on the day on which the order is confirmed. If this rate changes prior to the payment due date, then either party may demand corresponding price adjustments.

IV. Payment

1. Unless otherwise agreed, payment must be made via bank transfer within 30 days without discount. In case of international deliveries / services payments must be made within 60 days without discount from invoice date respectively. The invoiced amount shall be available for Hübner latest on the due date. Any other payment methods available are shown under a correspondingly labeled button in HUBLink.
2. The customer is not entitled to withhold or to set-off of any amounts against amounts owed to Hübner unless a final court judgment has been decided in favor of the customer or the counterclaim of the customer is undisputed by Hübner.
3. If circumstances become known to Hübner subsequent to the conclusion of the contract that indicate a substantial deterioration in the customer’s financial situation and that put Hübner’s payment claims at risk, especially in case of the circumstances mentioned in section VI (9), all outstanding payments from the customer to Hübner shall forthwith become due and payable to Hübner and Hübner shall be entitled to demand securities as well as to prohibit the resale or processing of goods.
4. If the customer is in default of payment, Hübner shall be entitled to repossess delivered goods at the customer’s expenses after setting an appropriate period of grace, to withdraw from the contract, and to ask for reimbursement of expenses and damages for delay. During the period of default, interest shall be charged on the debt at 9 percentage points above the base interest rate. Hübner's right to claim further damages caused by default shall remain unaffected.

V. Delivery periods / Force Majeure

1. Delivery is Free Carrier Kassel (FCA, Incoterms 2020). Delivery periods are not binding unless explicitly confirmed by Hübner in writing as binding.
2. Delivery dates, and especially binding delivery periods, commence on the date of Hübner’s written order confirmation but not before the receipt of the order and full technical clarifications of the order and/or before an agreed advance payment is credited to Hübner’s account. If subsequent alterations are requested by the customer and accepted by Hübner in writing - if necessary with adjustment of the conditions -, then delivery dates and delivery periods will be extended for an appropriate time.
3. Delivery dates and delivery periods will also be appropriately extended in case of force majeure events such as labor disputes, especially strikes and lockouts, and in the occurrence of unforeseeable hindrances beyond Hübner’s control, insofar as such hindrances have a significant impact on the manufacture or delivery of the goods. This applies equally if such circumstances occur at suppliers and subsuppliers of Hübner. Hübner shall immediately notify the customer of such circumstances. If the execution of the contract becomes unreasonable for one of the parties, then the respective party may insofar withdraw from the contract.
4. Delivery times are met if the goods have been prepared/loaded at the place of delivery notified by Hübner and Hübner notifies the customer of this in good time.

VI. Retention of title

1. All delivered goods remain Hübner’s property (“Reserved Goods”) until all obligations arising out of or in connection with the business relationship – including future and conditional claims – are fulfilled by the customer.
2. Combination, intermixture and processing of the Reserved Goods will be undertaken for Hübner as the manufacturer within the meaning of Section 950 BGB, without obligating Hübner (“Processed Goods”). The Processed Goods are deemed to be Reserved Goods within the meaning of section VI (1). If the customer processes, combines and/or mixes the Reserved Goods with other goods. Hübner will become the joint owner of the new goods in the ratio of the invoice value of the Reserved Goods to the invoice value of the new goods. If Hübner’s ownership extinguishes by combining, intermixing and/or processing of the goods, the customer shall transfer the ownership of the new stocks or goods to the amount of the invoice value of the Reserved Goods to Hübner and shall safeguard the said rights for Hübner free of charge. The goods owned jointly are deemed to be Reserved Goods within the meaning of section VI (1).
3. The customer is allowed to sell the Reserved Goods in the course of usual business under usual conditions of business for as long as he is not delayed with his payment, and under the condition that any claims arising out of or in connection with the reselling are assigned to Hübner pursuant to sections VI (4) to VI (6). The customer is not entitled to dispose of the Reserved Goods in any other way.
4. Any claims of the customer arising out of or in connection with the resale of the Reserved Goods shall be assigned to Hübner (“Assigned Claims”). The Assigned Claims serve as bail to the same extent as the Reserved Goods. If the customer sells the Reserved Goods together with goods not owned by Hübner, the assignment of claims from the reselling is only valid to the extent of the reselling value of the respectively sold Reserved Goods. If goods are jointly owned by the customer and Hübner according to VI (2) and are sold by the customer, then the assignment of claims will only be valid to the extent of the co-ownership ratio.
5. The customer is entitled to collect receivable claims from the reselling until Hübner’s revocation which may be exercised at any time. At Hübner’s demand, the customer is obliged to immediately inform his customer about the assignment to Hübner and to give Hübner all information and documents required for the collection.
6. The customer is obliged to immediately notify Hübner of a garnishment or other infringements of rights through third parties.
7. If the value of existing bails exceeds the value of the secured receivable claims by more than 10 percent in total, Hübner shall release bails of Hübner’s choice at the request of the customer.
8. The customer shall make all declarations, submit applications and recourse to other measures necessary and appropriate to secure Hübner’s proprietary rights. Particularly in the case of orders from abroad, the foreign customer is obliged to cooperate in every respect and to comply with the respective formal requirements to realize the reservation of proprietary rights or a corresponding collateralization (e.g. ordering a right of lien).
9. In case of cessation of payments, the submission of an insolvency application, the commencement of insolvency proceedings or court proceedings as well as in the case of a challenge of such proceedings due to a lack of assets, the right to resell, dispose and install the reserved goods, and the collection authorization of the respective claims cease. Hübner is entitled to retrieve the goods. If the customer has combined, intermixed or processed the goods Hübner is entitled to collect the goods by means of invoice documents in accordance with the customer. If the customer does not cooperate, Hübner will be entitled to select the goods on its own with the help of an expert.

VII. Delivery, Transfer of risk, Package, Confirmation of Arrival

1. The risk passes to the customer once the goods are handed over to a forwarder or carrier, but at the latest, however, when leaving Hübner’s warehouse or – in the case of third-party transactions – the dispatching ex works (Incoterms 2020), unless otherwise agreed. If shipment is delayed due to circumstances for which Hübner is not responsible, the risk shall pass upon notification of readiness for shipment.
2. Hübner shall decide the shipment route and means of transport, as well as the forwarder or the haulage contractor, unless agreed otherwise in writing.
3. Concerning export control Hübner is not obliged to deliver goods that are subject to approval by relevant export regulations and (indirect) embargoes, in particular the European Union, EU member states or the USA.
4. The goods will be handed over packed. Hübner will invoice the packaging costs separately to the customer. It is only possible to take back packaging (in particular outer and transport packaging) for which there is a corresponding obligation under the German Packaging Act. If the customer chooses to return this packaging, it must be returned to Hübner (DAP) in a completely empty condition at the customer's expense, carriage paid. Shuttle packaging must also be returned to Hübner in a usable condition within an appropriate period of time free Hübner works (DAP).
5. Hübner is entitled to carry out partial deliveries to a reasonable extent. Excess and short deliveries of manufactured goods deviating by up to five percent (5%) from the agreed quantity are permissible.
6. In the case of call-off orders, Hübner shall be entitled to manufacture or have manufactured the order quantity for 6 months in a single closed batch. Any alterations subsequent to the order will not be considered, unless expressly agreed otherwise in writing by Hübner. Unless firm agreements were concluded, call dates and quantities can only be complied with within the framework of Hübner’s delivering or manufacturing possibilities. If the goods cannot called in accordance with the order Hübner will be entitled to bill the goods after a reasonable grace period.
7. In case of deliveries into other EU member states (“Intra-Community Supply”) the customer is obliged to support Hübner with any reasonable assistance in order to prove the Intra-Community Supply. In particular, Hübner can request a signed and dated confirmation of the Intra-Community Supply containing at least: name and address of consignee, quantity and commercial description of the goods and place and date of receipt of goods. If the customer does not comply with the aforesaid obligation, the customer will be liable for any damages resulting thereof. The customer shall in particular compensate any value added tax (VAT) imposed on Hübner.

VIII. Warranty and liability

1. The customer will solely be responsible for the correctness and completeness of any specifications and specified dimensions given to Hübner in the customer’s orders, and other statements or requirements to enable Hübner to fulfill its contractual and legal obligations. Errors on the part of the customer do not constitute a default in Hübner’s performances.
2. Upon receipt of the goods, the customer must immediately check the packaging of the goods for damage and note any damage on the CMR document. The customer shall immediately inspect the delivered goods and report recognizable defects in writing immediately, at the latest within 10 (ten) days after the performance to Hübner. Defects that were not recognizable during the inspection must be reported in writing immediately, at the latest within 10 (ten) days following discovery.
In the case of goods intended for assembly or other further processing, an inspection by the customer must always be carried out immediately before processing. Section 377 of the German Commercial Code (“HGB”) remains unaffected.
3. Hübner will remedy justifiably asserted defects by supplementary performance by way of repair or replacement delivery. If the subsequent fulfillment fails twice within an appropriate period of time set for this purpose, then the customer may withdraw from the contract or appropriately reduce the price/remuneration. If the defect is insignificant, the customer shall only be entitled to reduce the purchase price. Transport, installation and/or removal costs shall only be borne by Hübner if and insofar as Hübner is legally obliged to do so.
4. Warranty claims will be barred 12 (twelve) months after the transfer of risk. This shall not apply if longer periods are prescribed by law. If acceptance has been agreed, the limitation period shall commence upon acceptance. In case of supplementary performance, the warranty periods will not start anew.
5. Any recourse entitlements of the customer against Hübner pursuant to Section 478 BGB are given only insofar as no agreements going above and beyond the statutory warranty entitlements were concluded in the delivery chain between Hübner and the customer.
6. A warranty will only be given under the condition that the goods are properly maintained and handled. No warranty will be assumed for damages arising from without being limited to the following reasons: improper use, incorrect assembly or commissioning by the customer or third parties, natural wear and tear, erroneous and careless handling, unsuitable auxiliary working materials or replacement materials. All warranties are void if the customer or third parties carry out alterations and/or maintenance works improperly without Hübner’s prior written approval.
7. The customer is only entitled to claim supplementary performance if he has submitted the rejected good or a sample hereof to Hübner. Expenses associated with the subsequent fulfillment are solely borne by Hübner as far as they are adequate in relation to the purchase price.
8. Damage compensation claims of the customer, for whatever legal reason, especially due to breach of contractual obligations and/or from unlawful acts, are excluded. This shall not apply to cases of willful misconduct or gross negligence, or to claims due to injury to life, body or health, to liability pursuant to product liability, to a guarantee that Hübner may have accepted, to a damage caused by a culpable breach of essential contract duties, or in other cases of mandatory statutory liability. Essential contractual obligations are those whose fulfillment is a prerequisite for the execution of the contract and on which the customer relies and may rely; these include in particular the respective contractual main duties, as well as any side duties of the contract that in case of a breach of duty can endanger the fulfillment of the contract purpose. The liability for the breach of essential contract duties is, however, restricted to the compensation for foreseeable contract-typical damages. The limitations of liability under these GTCS shall also apply in favor of Hübner's legal representatives and vicarious agents if claims are asserted directly against them.
9. Other claims than the one mentioned in section VIII (4) expire within 6 (six) months after the customer becomes aware of them or negligently fails to become aware of them, unless proof of later knowledge is provided.

IX. Copyrights

1. Hübner reserves the proprietary rights and copyrights to all cost estimates, designs, drawings and other documents. They may only be made accessible to third parties with Hübner’s prior explicit written (Section 126 BGB) consent. Drawings and other documents pertaining to offers must be returned on demand.
2. When ordering goods from Hübner according to drawings, models, specimens or other documents provided by the customer, the customer guarantees that third party intellectual property rights are and will not be infringed by manufacturing the goods according to the provided documents. If third parties claim to hold intellectual property rights prohibit the manufacturing and delivering of the ordered goods, Hübner will be entitled – without being obliged to scrutinize the legal situation – to thus far cease any further activity and to demand compensation for damage if the customer is at fault. The customer shall further indemnify Hübner against all third party’s claims arising out of or in connection with the infringement on first demand.
3. All rights to HUBLink and the content therein are governed by the GTCU (clarification).

X. Test components, molds, tools

1. If the customer has to provide parts for undertaking the order, then these parts must be delivered carriage-free and at the customer’s own risk to the place of production in the agreed quantity, or in an appropriate excess quantity for any wastage, in due time, free of charge and without defects. If the parts are not delivered in time, the customer shall bear the costs and other consequences caused by the delay. Hübner can only be held liable for the diligence exercised in own matters with regard to machines and tools applied in manufacture and provided by the customer. The customer shall bear the costs for maintenance, care and replacement of the machines and tools if nothing different has been agreed upon between the parties.
2. The manufacture of trial parts, including the costs for molds and tools, shall be borne solely by the customer.
3. Unless expressly agreed otherwise, Hübner shall be and remain the owner of trial parts, molds and tools manufactured by Hübner or on its instructions. Insofar as necessary for fulfillment of the agreed output quantity, Hübner shall provide cost-free replacement of molds and tools that have become unusable, unless the customer is responsible for the uselessness. Hübner shall use these parts solely for purposes of the customer. This restriction of use shall not apply if, despite a subsequent reminder and setting of a period of grace, the customer fails to pay and to fulfill his acceptance obligations towards Hübner. Hübner shall safekeep these parts for the duration of two years following their last implementation for the customer. At the request of the customer the parts shall be insured at the expenses of the customer.
4. If the customer should become the owner of the molds and tools pursuant to an express agreement, then the ownership thereof passes to the customer only after complete settlement of the order for which these molds and tools were manufactured, including complete payment of the full remuneration. If the customer does not assert his right to have these items surrendered to him, then Hübner shall, unless explicitly agreed otherwise, not be obligated to safekeep these parts free of charge for longer than two years. The safekeeping shall be carried out at the risk of the customer.

XI. Confidentiality

The customer shall keep all information arising directly or indirectly out of the business relation in strict confidentiality. The customer shall use the submitted information solely for the purpose of the order, however not for its own purposes unless Hübner has given its prior written (Section 126 BGB) consent. This does not include information that was already known to the customer prior to its disclosure under this contract, that was independently developed or otherwise lawfully obtained by the customer or that is generally known or becomes generally known without breach of this contract.

XII. Final Provisions

1. The place of fulfillment for all deliveries / performances shall be Hübner’s facilities in Kassel unless agreed otherwise.
2. The place of jurisdiction shall be the registered office of Hübner's head office (Kassel), provided that the customer is a merchant, a legal entity under public law or a special fund under public law or has no general place of jurisdiction in Germany. Hübner reserves the right to initiate legal proceedings at the customer's general place of jurisdiction or at any other court having jurisdiction by law. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.
3. All legal relationships between Hübner and the customer shall be governed exclusively by the laws of the Federal Republic of Germany under exclusion of the uniform UN Convention on Contracts for the International Sale of Goods (CISG) as well as those provisions of the conflict of laws that justify the applicability of another legal system.
4. Should any part of the contract or these GTCS be or become invalid or should the contract or these GTCS contain a loophole, this shall not affect the validity of the remainder of the contract or these GTCS. This does not imply a mere reversal of the burden of proof, but excludes the application of Section 139 BGB. In the event of a loophole, the valid and enforceable provision that comes closest to the legal and economic purpose of this contract shall be deemed to have been agreed.
5. In cases of doubt regarding the wording or translation, the original German language version of these GTCS shall prevail.