§ 1 Scope of Application

These General Terms and Conditions govern all contracts, deliveries, and services between Hilwee GmbH (hereinafter referred to as “the Company”) and the customer.

Written form within the meaning of these GTC also includes electronic form (e-mail or digitally signed documents).

The Company enters into contracts solely on the basis of these General Terms and Conditions. The customer’s General Terms and Conditions shall not apply, even if the Company does not expressly object to them in individual cases.

§ 2 Offers and Conclusion of Contract

All offers made by the Company are non-binding and without obligation. A contract shall be deemed concluded only upon written order confirmation by Hilwee GmbH. A contract may also be deemed concluded upon delivery of the goods, where applicable. In any case, the conclusion and performance of the contract are subject to successful export-control and sanctions review by Hilwee GmbH. The Company reserves the right to reject or withdraw from any request or order without stating reasons.

§ 3 Export Controls, End-Use Compliance and Sanctions Commitment

§ 3.1 End-Use Certificate

Hilwee GmbH reserves the right to request a duly signed and stamped End-Use Certificate (EUC) from the Buyer, the final end-user or its affiliates.

§ 3.2 End-Use Compliance and Sanctions Commitment

The Buyer acknowledges and agrees that all products, technologies, software, or services (“Products”) supplied by Hilwee GmbH may be subject to applicable national and international export-control laws, regulations, and economic-sanctions regimes, including but not limited to those of the United Nations, the European Union, the United States of America, and the respective jurisdictions of the Buyer and Seller.

The Buyer shall not, directly or indirectly, sell, transfer, export, re-export, transship, or otherwise make available any Products received from Hilwee GmbH to any individual, entity, jurisdiction, or for any end-use that is restricted, prohibited, or subject to authorization under applicable export-control or sanctions laws, including but not limited to any use in or for nuclear facilities or programs, whether civil or military, or in connection with the design, development, production, use, or support of nuclear, chemical, or biological weapons.

The Buyer expressly confirms that the Products, whether in their original state or as processed, integrated, modified, or further developed, will be used exclusively for legitimate civil and commercial purposes only. Under no circumstances shall the Products be used by or supplied to military end-users, or applied in military contexts, including but not limited to the development, deployment, maintenance, or storage of weapons of mass destruction (WMD) or their delivery systems.

Any redirection, diversion, or unauthorized onward transfer of the Products to third parties or destinations subject to export restrictions or sanctions is strictly prohibited.

Any breach of this clause or of applicable export-control or sanctions laws may result in immediate termination of the agreement and may subject the Buyer to penalties under applicable law.

This clause shall survive and remain enforceable notwithstanding the expiration, termination, or completion of the contractual relationship between the parties.

§ 3.3 Indemnification for Breach of Obligations

In the event of any breach by the Buyer of the obligations set forth in this § 3 or of any applicable export-control or sanctions regulations, the Buyer shall indemnify, defend, and hold harmless Hilwee GmbH, its affiliates, directors, officers, employees, and agents against all direct losses, damages, penalties, fines, and reasonable costs (including legal fees) arising therefrom, to the extent such losses are actually incurred and directly caused by the Buyer’s breach.

The Buyer’s indemnification liability shall be uncapped, except where mandatory statutory limitations may apply.

Hilwee GmbH reserves the right to terminate the contract with immediate effect if an actual or suspected breach of export-control or sanctions obligations occurs. Hilwee GmbH may also suspend performance immediately. 

§ 4 Delivery Times

Delivery times are non-binding and represent our best estimates. The Company shall not be liable for delays or non-fulfilment caused by circumstances beyond its control.

§ 5 Liquidated Damages

Hilwee GmbH does not accept any claims for liquidated damages.

§ 6 Prices and Payment Terms

Unless otherwise stated, prices are in Euro excluding applicable VAT. Payments are due in advance, unless agreed otherwise in writing.

§ 7 Cancellation of Order

§ 7.1 Customer’s Right of Cancellation

B2B orders are generally non-cancellable and non-returnable.

§ 7.2 Company’s Right of Cancellation

The Company reserves the right to cancel any order at its discretion, including but not limited to the following circumstances:

In such event, the Buyer will be notified in writing, and any advance payment made for the canceled order will be fully refunded.

The Company shall not be liable for any failure to fulfill its obligations if caused by events beyond its reasonable control. To the fullest extent permitted by law, the Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, or data, arising out of or in connection with the cancellation of an order.

§ 8 Delivery and Shipping

Unless otherwise agreed, delivery is EXW (Ex Works, Germany) in accordance with Incoterms® 2020. Freight costs and risks are borne by the customer.

§ 9 Technical Specifications and Documentation

All technical data, drawings, dimensions, performance values, application information, and other technical details provided by Hilwee GmbH are for general guidance only and do not constitute guaranteed characteristics. The technical specification applicable to the contract is defined exclusively by Hilwee GmbH’s quotation and the technical documentation referenced therein, in particular the applicable manufacturer data sheets and drawings. The Buyer is solely responsible for reviewing, verifying, and confirming the suitability of the products for the intended application based on the relevant manufacturer documentation. Hilwee GmbH shall not be liable for damages resulting from improper selection, incorrect application, or failure by the Buyer or End-User to verify the technical suitability of the products.

§ 10 Warranty and Liability

Statutory warranty rights apply. The Buyer is obligated to inspect the delivered goods immediately upon receipt and to notify the Company in writing of any defects within five (5) working days. Late notifications will not be accepted unless the defect was not detectable during the initial inspection.

Warranty is limited to the defective part itself and excludes consequential or indirect losses. Claims require appropriate and substantiated evidence (e.g., expert reports and expert assessments).

Technical information, recommendations, or alternative product suggestions provided by the Company are prepared to the best of our knowledge and for general informational purposes only. They do not constitute guaranteed characteristics or binding assurances of suitability. It is the Buyer’s responsibility to verify specifications and compatibility with official manufacturer documentation and to ensure that the products are suitable for the intended application.

We accept no liability for improper use, incorrect installation, or normal wear and tear. Liability, particularly for indirect or consequential damages, loss of profits, or other financial losses, is excluded.

§ 11 Retention of Title

The delivered goods remain the property of Hilwee GmbH until full payment of all claims arising from the business relationship has been received. The Buyer is not entitled to pledge or transfer the goods by way of security before ownership has passed.

§ 12 Confidentiality

Both parties agree to treat all non-public information obtained in the course of their cooperation as strictly confidential and to use it solely for the purpose of fulfilling the contract. Confidentiality obligations shall also survive after contract  termination. 

§ 13 Applicable Law and Jurisdiction

All legal relationships are governed exclusively by German law. The UN Convention on Contracts for the International Sale of Goods (CISG) and conflict-of-law provisions are excluded. The place of jurisdiction is the registered office of Hilwee GmbH.

§ 14 Severability Clause

If any provision is held invalid, the remainder shall remain in full force and effect.

§ 15 Changes to the GTC

Changes require written form. Hilwee GmbH reserves the right to update these GTC at any time. Updated versions apply to future transactions once communicated or published.

By placing an order, the customer acknowledges acceptance of these General Terms and Conditions.