General Terms and Conditions

§1 Scope of Application

These General Terms and Conditions govern all contracts, deliveries, and services between:

referred to as “the company” and the customer, unless otherwise agreed upon in writing.

§2 Offers and Conclusion of Contract

All offers made by the Company are non-binding. Orders placed by the customer are subject to acceptance by the Company. We reserve the right to reject or cancel any order at any time and for any reason.

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

We reserve the right to request a duly signed and stamped End-Use Certificate (EUC) from the Buyer or its affiliates.

The Buyer acknowledges and agrees that all products, technologies, software, or services (“Products”) supplied by the Seller 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 the Seller.

The Buyer shall not, directly or indirectly, sell, transfer, export, re-export, transship, or otherwise make available any Products received from the Seller 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, 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.

§4 Delivery Times

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

§5 Liquidated Damages

We do 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 as agreed in writing.

§7 Customer’s Right of Cancellation

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

§8 Company’s Right of Cancellation

We reserve the right to cancel any order at our discretion, including but not limited to the following circumstances:

• Governmental restrictions, actions or orders
• Force majeure
• Supply chain disruptions or transportation issues
• We are unable to obtain authorization for your payment
• The ordered product is out of stock or has been discontinued
• The order is suspected of fraudulent activity

In such event, you 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, including the delivery of products, if such failure is caused by any event beyond our reasonable control. To the fullest extent permitted by applicable 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 your order.

§9 Delivery and Shipping

Unless otherwise agreed, delivery is EXW (ex-works) Germany. Freight costs and risks are borne by the customer.

§10 Certificates

If certificates (e.g., Certificate of Origin or Test Certificates) are required, please inquire before ordering. Not all certificates are available. Additional charges may apply.

§11 Warranty and Liability

Statutory warranty rights apply. We accept no liability for improper use, installation, or normal wear and tear. Warranty is limited to the defective part itself and excludes consequential losses. Claims require substantiated evidence (e.g., expert reports).

§12 Applicable Law and Jurisdiction

All legal relationships are governed by German law. Place of jurisdiction is the registered office of Hilwee GmbH.

§13 Severability Clause

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

§14 Changes to the GTC

Changes require written form. Hilwee GmbH reserves the right to update these GTC at any time without notice.