General Terms and Conditions (GTC)

§ 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 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 further guarantees, in accordance with applicable export-control and sanctions laws, that the Products will not be made available, directly or indirectly, to any restricted party, or to any party owned or controlled by a restricted party, including but not limited to parties listed on:

• the EU Consolidated Financial Sanctions List,
• the U.S. Commerce Department restricted party lists (including the Denied Persons List, Entity List, and Unverified List),
• the OFAC Specially Designated Nationals (SDN) List,
• German national and EU-level embargo measures,
• any national or international embargo or sanctions regime, or
• any other binding restrictive measure.

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 No-Russia / No-Belarus Clause

The Buyer acknowledges and agrees that the Products supplied by Hilwee GmbH are subject to European Union sanctions regulations, including but not limited to Council Regulation (EU) No 833/2014 and Council Regulation (EC) No 765/2006, as amended.

The Buyer shall not, directly or indirectly, sell, export, re-export, supply, transfer, or otherwise make available any Products supplied by Hilwee GmbH to the Russian Federation or the Republic of Belarus, nor to, or for the benefit of, any natural or legal person, entity or body located in, incorporated in, or operating from those countries, or for use in those countries.

The Buyer shall also ensure that this prohibition is not circumvented, including by means of diversion through third countries, intermediaries, affiliated entities, or other third parties.

The Buyer shall implement and maintain adequate measures to ensure compliance with these obligations by its customers, subcontractors, distributors, resellers, affiliates, and any other third parties involved in the distribution, resale, or use of the Products.

The Buyer shall use its best efforts to ensure that the purpose of this clause is not frustrated by any third parties further down the commercial chain, including customers, distributors, resellers, subcontractors, affiliates, or other intermediaries.

The Buyer shall establish, maintain, and periodically review appropriate compliance procedures and monitoring mechanisms designed to detect and prevent any conduct by third parties that could frustrate the purpose of this clause.

The Buyer shall include equivalent provisions in all downstream agreements with third parties to whom the Products are supplied.

Upon request, the Buyer shall provide Hilwee GmbH with sufficient information and documentation to demonstrate compliance with this clause.

The Buyer shall immediately inform Hilwee GmbH of any actual or suspected breach, attempted circumvention, or any difficulty in complying with this clause, including any relevant activities of third parties. Upon simple written request, the Buyer shall provide Hilwee GmbH with all information and documentation reasonably required to demonstrate compliance with this clause within fourteen (14) calendar days.

Any breach of this clause shall constitute a material breach of contract and shall entitle Hilwee GmbH, at its sole discretion, to immediately terminate the contractual relationship, suspend deliveries or performance, refuse any further deliveries, claim damages and any other remedies available under applicable law, and require the Buyer to pay a contractual penalty equal to one hundred percent (100%) of the total value of the affected Agreement or of the value of the affected Products, whichever is higher. Payment of the contractual penalty shall not prejudice Hilwee GmbH’s right to claim additional damages to the extent such damages exceed the amount of the contractual penalty, where permitted by applicable law.

§ 3.4 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 shall also indemnify Hilwee GmbH against any claims, penalties, fines, administrative measures, or other liabilities imposed by governmental authorities or third parties arising directly from the Buyer’s breach of this § 3 or of applicable export-control or sanctions laws.

The Buyer’s indemnification liability shall be uncapped, to the maximum extent permitted by applicable law, 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.

§ 3.5 Customs Tariff and Export Classification

Any customs tariff numbers (HS-Codes), export control classifications, or other regulatory references provided by Hilwee GmbH are supplied for informational purposes only. No representation or warranty is given as to their accuracy, completeness, or continued validity. The Buyer remains solely responsible for verifying the applicable customs classification and export-control status, obtaining any required licenses or approvals, and ensuring compliance with all applicable export-control and sanctions regulations.

§ 4 Delivery Times

Delivery times are non-binding and represent our best estimates.

Hilwee GmbH shall not be liable for any delay in delivery or failure to perform resulting from circumstances beyond its reasonable control, including but not limited to force majeure, governmental actions, export-control restrictions, customs delays, transportation disruptions, supply-chain interruptions, shortages of raw materials or components, labour disputes, pandemics, cyber incidents affecting critical infrastructure, or delays caused by suppliers or carriers.

Delays in delivery, regardless of their cause, shall not entitle the Buyer to withdraw from the contract, refuse acceptance, or claim damages, except where mandatory statutory provisions apply.

Partial deliveries are permitted and shall be deemed acceptable to the Buyer.

§ 5 Liquidated Damages

Hilwee GmbH does not accept any claims for liquidated damages.

§ 6 Prices, Payment Terms & Third-Party Payments

§ 6.1 Prices

Unless otherwise stated, prices are in Euro and exclude VAT where applicable.

§ 6.2 Payment Terms

Payments are due in advance unless otherwise agreed in writing.

§ 6.3 Third-Party Payments

Payments shall be made by the Buyer from a bank account held in the Buyer’s own name. Payments by a third party, including affiliated companies, parent companies, subsidiaries, intermediaries, agents, or other persons acting on behalf of the Buyer, require the prior written approval of Hilwee GmbH.

Hilwee GmbH may require the Buyer to provide satisfactory information and documentation regarding the identity of the third-party payer, its relationship to the Buyer, the reason for the third-party payment, and the source of funds.

Hilwee GmbH shall be entitled to refuse, return, or hold any third-party payment pending clarification, and to suspend performance where the payment has not been approved in advance or where the identity of the payer, the source of funds, the payment route, or applicable sanctions, export-control, anti-money-laundering, fraud-prevention, or other legal or compliance requirements give rise to reasonable concerns.

Any costs, bank charges, exchange-rate losses, or other expenses arising from an unauthorized third-party payment shall be borne by the Buyer, except where caused by Hilwee GmbH.

Acceptance of a third-party payment shall not constitute acceptance of the third party as a contractual party, shall not release the Buyer from its contractual obligations except to the extent of the amount irrevocably credited to Hilwee GmbH, and shall not constitute a waiver of any rights of Hilwee GmbH.

§ 6.4 Late Payment and Default

If the Buyer fails to comply with the agreed payment terms, Hilwee GmbH reserves the right to charge statutory default interest and any applicable late payment compensation fee. The right to claim further damages resulting from late payment remains unaffected. No additional reminder shall be required for any such claims.

Hilwee GmbH shall be entitled to suspend deliveries, services, or order processing until all overdue amounts have been settled in full.

At Hilwee GmbH’s discretion, any payments received from the Buyer may be applied to the oldest outstanding invoice, irrespective of any differing designation by the Buyer.

Payments shall be deemed made only once the corresponding amount has been irrevocably credited to Hilwee GmbH’s bank account.

The Buyer shall reimburse Hilwee GmbH for all reasonable costs incurred in connection with the recovery of overdue payments, including collection agency fees, legal expenses, and court costs, to the extent permitted by applicable law.

§ 6.5 Creditworthiness and Security

If, after conclusion of the contract, circumstances become known which are likely to reduce the Buyer’s creditworthiness or jeopardize payment, Hilwee GmbH shall be entitled, at its discretion, to demand advance payment, require adequate security, or suspend performance until such security is provided.

If the Buyer fails to comply with such request within a reasonable period, Hilwee GmbH shall be entitled to withdraw from the contract and claim damages.

§ 7 Cancellation of Order

§ 7.1 Customer’s Right of Cancellation

Orders placed by the Buyer are binding and generally non-cancellable and non-returnable. Any cancellation or modification of an order by the Buyer requires the prior written consent of Hilwee GmbH.

If Hilwee GmbH agrees to a cancellation, Hilwee GmbH reserves the right to charge the Buyer for any costs and damages incurred as a result of the cancellation, including but not limited to procurement costs, administrative expenses, and loss of profit.

Hilwee GmbH may, at its reasonable discretion, apply a lump-sum cancellation charge. The Buyer shall be entitled to prove that no or significantly lower damages have been incurred.

§ 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:

• Governmental restrictions, actions, or orders,
• Force majeure,
• Supply-chain disruptions or transportation issues,
• Failure to obtain authorization for payment,
• Temporary or permanent unavailability of the product,
• Suspected fraudulent activity.

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 Germany (Ex Works, Germany) in accordance with Incoterms® 2020. All risks shall transfer to the Buyer upon provision of the goods at Hilwee GmbH’s premises, regardless of whether shipment is arranged by Hilwee GmbH or by a third party. Freight costs, insurance, and any additional charges shall be borne by the Buyer unless otherwise agreed in writing.

§ 9 Technical Specifications and Documentation

All technical information, data, drawings, dimensions, performance values, references, and proposed alternatives provided by Hilwee GmbH are for general guidance only and do not constitute guaranteed characteristics, confirmation of interchangeability, or suitability for any particular application. The technical specification applicable to the contract shall be defined exclusively by Hilwee GmbH’s quotation and the technical documentation referenced therein, in particular the latest official manufacturer’s documentation. The Buyer and/or End User is solely responsible for reviewing, verifying, and confirming the technical specifications, compatibility, interchangeability, and suitability of the products for the intended application prior to order placement, installation, and use. Proposed alternatives shall not be deemed to be direct or 1:1 replacements. Hilwee GmbH shall not be liable for damages resulting from improper product selection, incorrect application, incompatibility, assumed interchangeability, or the Buyer’s and/or End User’s failure 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, proposed alternatives, product comparisons, or statements regarding compatibility or interchangeability provided by Hilwee GmbH are prepared solely for general informational purposes and do not constitute guaranteed characteristics, contractual assurances, or confirmations of suitability for any particular purpose.

The technical specification applicable to the contract shall be determined exclusively by Hilwee GmbH’s quotation and the manufacturer’s official documentation referenced therein.

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 Company retains full title to the goods delivered until all claims arising from the business relationship with the Buyer have been settled in full (extended retention of title).

The Buyer is entitled to resell the goods in the ordinary course of business. However, the Buyer hereby assigns to the Company all claims, in the amount of the final invoice amount (including VAT), which accrue to the Buyer from the resale against its customers or third parties. The Company accepts this assignment.

The Buyer shall remain authorized to collect such claims even after the assignment. The Company reserves the right to revoke this authorization at any time if the Buyer fails to meet its payment obligations or if circumstances arise which are likely to reduce the Buyer’s creditworthiness.

Upon request, the Buyer shall provide the Company with all necessary information regarding the assigned claims and their debtors and shall provide all documents required for collection.

Any processing or transformation of the goods by the Buyer is always carried out for the Company. If the goods are processed with other items not belonging to the Company, the Company shall acquire co-ownership of the new item in the ratio of the value of the goods to the other processed items.

The Buyer is not permitted to pledge the goods or assign them as security. In the event of seizures or other interventions by third parties, the Buyer must notify the Company immediately in writing.

§ 12 Refusal of Acceptance and Delay in Acceptance

If the Buyer refuses to accept the goods or delays acceptance without valid legal reason, Hilwee GmbH shall be entitled to store the goods at the Buyer’s risk and expense.

In such cases, the risk of loss or damage to the goods shall pass to the Buyer upon notification of readiness for dispatch.

Hilwee GmbH shall be entitled to invoice the goods as delivered and to claim damages, including but not limited to storage costs, handling costs, and loss of profit.

Further statutory rights of Hilwee GmbH shall remain unaffected.

§ 13 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.

§ 14 Applicable Law and Jurisdiction

The legal relationship between the Company and the Customer shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

To the extent legally permissible, the application of conflict-of-law provisions is excluded.

The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall be the registered office of Hilwee GmbH.

However, Hilwee GmbH shall also be entitled, at its discretion, to bring an action against the Customer at the Customer’s general place of jurisdiction or any other competent court.

§ 15 Severability Clause

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

§ 16 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.

GTC Last Updated: 07-2026