GTC

Terms and Conditions of Delivery and Payment

Preamble

1. These General Terms and Conditions of Delivery, Payment and Service (“GTC”) of HOLGER CLASEN GmbH & Co. KG (“HC”) apply to business dealings with traders (Section 14 of the German Civil Code (BGB)), legal entities and partnerships with legal capacity (“Customer”).
2. Any conflicting, deviating or supplementary terms and conditions of the Customer shall only apply if HC has expressly agreed to their validity in writing; silence shall not be deemed to constitute consent.
3. Individual agreements (including ancillary agreements, specifications and service descriptions) shall take precedence over these GTC. Declarations in writing (e.g. by email) are legally binding, unless a more stringent form is required by law.
4. HC’s current Compliance Policy, available at https://www.holger-clasen.de/allgemeine-informationen/compliance/, forms an integral part of the contract with the Customer; the customer undertakes to comply with the relevant anti-corruption, sanctions and export control regulations. 
5. Where HC supplies goods containing digital elements or digital services, the provisions of clause 10.8 shall apply in addition.

1. Offers and Conclusion of Contract

1.1. Offers made by HC are subject to change unless they are expressly marked as binding.

1.2. Technical data, dimensions and weights, illustrations and descriptions are provided for illustrative purposes only, unless they are expressly designated as binding.

1.3. The contract is concluded upon written or text-based confirmation of the order, or upon performance of the delivery or service.

1.4. The customer must provide order details, specifications, the delivery address, the contact person and, where applicable, export/import details in full and accurately, and must provide the necessary cooperation in a timely manner.

2. Amendments, Cancellations, Returns

2.1. Cancellations, amendments to the contract or returns of goods not covered by a statutory right must be approved in writing by HC in advance.

2.2. Approved returns shall only be accepted following the issue of an RMA number and only for unused goods in their original packaging and in brand-new condition; the customer must specify the item number, reference document, production code and reason for return.

2.3. For authorised cancellations/returns, the customer shall bear the reasonable costs of processing, inspection and return transport, as well as any production and procurement costs already incurred. HC may charge a flat rate of 20 per cent of the net value of the goods, subject to a minimum of EUR 100.00; the customer reserves the right to provide evidence of lower costs. HC reserves the right to provide evidence of higher costs. 

2.4. Custom-made products, customer-specific procurements and goods that have been produced, cut to size, finished or configured in accordance with the customer’s specifications are excluded from return or cancellation. 

3. Prices, minimum invoice value, price changes, storage charges 

3.1. Prices are quoted net ex warehouse/point of dispatch (Hamburg) (EXW, Incoterms 2020), plus VAT at the statutory rate, and plus packaging, transport, insurance, customs duties, charges and other ancillary costs, unless otherwise agreed. 

3.2. HC is entitled to charge a flat-rate handling fee (currently EUR 50.00 net); this fee does not apply for net order values of EUR 150.00 or more, unless otherwise specified in the quotation. 

3.3. Price adjustments for long-term delivery dates: If, as agreed, delivery or performance takes place more than 4 months after the conclusion of the contract, HC may adjust prices appropriately if there is demonstrable change in cost factors (in particular material, energy, freight, insurance, labour or customs costs). HC shall provide a clear explanation of the adjustment. If the increase exceeds 8 per cent of the net price, the customer may, within 14 days of receiving written notification, withdraw from the part of the contract that has not yet been fulfilled. 

3.4. If, at the customer’s request, dispatch or delivery of the goods is delayed by more than one month after notification that the goods are ready for dispatch, the customer may be charged storage fees amounting to 0.5 per cent of the purchase price for each additional month or part thereof, up to a maximum of 5 per cent of the purchase price in total. The contracting parties remain free to prove that the loss incurred was greater or lesser. 

4. Transport, Transfer of Risk, Packaging 

4.1. Unless otherwise agreed, dispatch and transport shall be at the customer’s expense and risk. The EXW terms of Incoterms 2020 shall apply. 

4.2. The risk of accidental loss and accidental deterioration of the goods sold shall pass to the customer as soon as HC has handed over the goods to the forwarding agent, the carrier or any other person or organisation designated to carry out the dispatch. This shall apply even if HC bears the costs of transport. 

4.3. In the event that dispatch of the goods to the customer is delayed for reasons for which the customer is responsible, the transfer of risk shall take place as soon as the customer is notified that the goods are ready for dispatch. Any storage costs incurred shall be borne by the customer after the transfer of risk. 

4.4. Transport insurance shall only be taken out at the Customer’s instruction and at the Customer’s expense; HC is entitled to take out insurance against standard risks at the Customer’s expense if this appears necessary for the proper execution of the delivery.

4.5. The Customer shall ensure that the delivery address is correct and that the delivery conditions and unloading facilities are correctly specified and suitable. Any additional costs arising from incorrect information or a lack of cooperation shall be borne by the Customer.

4.6. Packaging legislation/EPR: The customer is responsible for complying with all packaging and environmental legislation applicable in the country of destination (in particular within the framework of extended producer responsibility – EPR), provided that they are deemed to be the importer or the first party to place the product on the market. In particular, they shall undertake the necessary registrations and notifications and bear all associated costs. Insofar as HC itself is subject to such obligations, the customer undertakes to provide HC with comprehensive support in this regard and to supply all necessary information and evidence. The customer shall indemnify HC against all claims, fines and costs arising from a breach of the aforementioned obligations. 

5. Cross-border transactions, dual-use 

5.1. In the case of cross-border transactions, the Customer undertakes to comply with all applicable national and international export control regulations, in particular the EU Dual-Use Regulation (Regulation (EU) 2021/821), the Foreign Trade Act (AWG) and other relevant regulations. 

5.2. The products may, under certain circumstances, be subject to export restrictions, in particular if they can be used for military or defence-related purposes (so-called ‘dual-use goods’). The customer undertakes not to export, transfer or divert the delivered goods, either directly or indirectly, to countries, persons, organisations or institutions against which embargoes or other restrictive measures are in place. 

5.3. Prior to fulfilling an order, HC may require the submission of a declaration of end-use and reserves the right to refuse delivery if there are any doubts regarding the permissible use of the goods. 

5.4. The customer shall provide HC with all information and documents required for export/import and for the necessary authorisation procedures in good time. 

5.5. If the customer exports the goods themselves, they shall bear sole responsibility for all necessary authorisation procedures, declarations and documents. 

5.6. HC is entitled to suspend or refuse deliveries if such deliveries are prohibited under export control or sanctions legislation, or if the necessary licences are not granted. 

5.7. HC shall not be liable for delays or failures to deliver resulting from export control checks or the non-granting of licences. 

6. Terms of payment, default, electronic invoicing 

6.1. Unless otherwise agreed, invoices are payable net within 30 days of the invoice date. 

6.2. Invoices for services are payable net immediately. 

6.3. Overseas customers: Delivery or provision of services shall generally be made against advance payment, including delivery costs, unless otherwise agreed. 

6.4. Electronic invoicing: HC is entitled to send invoices electronically (e.g. PDF, ZUGFeRD/XRechnung, where applicable). The customer shall ensure that suitable facilities are in place for receiving and processing such invoices. 

6.5. In the event of late payment, the customer shall owe interest on arrears at a rate of 9 percentage points above the base rate (Section 288(2) of the German Civil Code (BGB)) as well as a lump sum in accordance with Section 288(5) BGB, where applicable. HC’s other statutory rights in the event of late payment by the customer remain unaffected by this. 

6.6. If, after the conclusion of the contract, it becomes apparent that HC’s claim is at risk due to the customer’s inability to pay, HC may demand appropriate security or – after setting a deadline – withdraw from the contract (Section 321 of the German Civil Code (BGB)). 

6.7. Set-off and retention are only permitted in respect of counter-claims that are undisputed, have been legally established or have been recognised by HC; rights of retention apply only in respect of the same contractual relationship.

6.8. HC may charge a flat-rate processing fee (currently EUR 25.00 net) for cancellation or correction invoices initiated by the customer. 

 7. Use of customer-specific order, supplier and invoicing portals 

7.1. Quotations, order confirmations, delivery documents and invoices shall, as a general rule, be transmitted via the standard communication channels provided by HC. These include, in particular, transmission by email and the transmission of a legally compliant electronic invoice in a standard format supported by HC. 

7.2. If, by way of derogation from the above, the customer requests the use of an order, supplier, billing or invoicing portal operated by the customer or a third party commissioned by the customer, the customer-specific processing required as a result constitutes an additional service to be remunerated separately. This applies in particular to: 

• the registration and set-up of a supplier account, 
• the manual entry or maintenance of master, order, delivery or invoice data, 
• the uploading, allocation or resubmission of documents, 
• the processing of portal-specific verification, approval or status processes, and 
• adaptation to customer-specific data fields, formats or process specifications. 

7.3. Unless otherwise agreed in the quotation or the order confirmation, the following fees shall be charged for these additional services:
• a one-off fee of EUR 100.00 net per customer and portal for the initial set-up and registration,
• a one-off fee of EUR 25.00 net per order transaction for each order, delivery or invoicing transaction to be processed via the portal. 

7.4. Any additional work significantly exceeding the flat-rate fees set out in clause 7.3 shall be notified to the client prior to its execution and shall be invoiced on a time-and-materials basis at an hourly rate of EUR 120, charged in 15-minute increments. Additional work shall be deemed ‘significant’ if it is expected to incur additional fees of more than EUR 100.00. 

7.5. No separate fee shall be charged for the preparation and one-off transmission of a legally compliant electronic invoice via a standard communication channel supported by HC, nor for corrections required solely as a result of an error for which HC is responsible. 

7.6. Any fees or other charges levied directly by the portal operator on HC for the use of the portal requested by the customer shall be communicated to the customer prior to the commencement of use and shall be invoiced in addition at the actual amount incurred, provided the customer proceeds with the desired use of the portal. 

7.7. All amounts are subject to the applicable statutory value added tax. 

7.8. Any individual agreements set out in the quotation, the order confirmation or in a separate contract shall take precedence over these provisions. 

8. Delivery, delivery times, partial deliveries, force majeure, supply to HC 

8.1. Delivery periods shall not commence until all technical and commercial details have been clarified and the customer has fulfilled its obligations to cooperate (e.g. approvals, documentation, advance payment). 

8.2. Delivery dates are only binding if expressly agreed to be binding. 

8.3. Insofar as HC procures goods or components from suppliers in order to fulfil its delivery obligation to the customer, agreed delivery periods shall be extended appropriately if, despite placing an order in good time, HC is not supplied, or not supplied in full, by the relevant supplier in good time and HC is not responsible for the delay. HC shall inform the Customer of any foreseeable significant delay and, where possible, shall notify the Customer of the expected new delivery date. If delivery by the upstream supplier is permanently impossible, HC shall be entitled to withdraw from the contract with regard to the goods concerned. Any consideration already received shall be refunded without delay. 

8.4. Partial deliveries are permitted, provided this is reasonable for the customer; they may be invoiced separately, provided that the partial delivery was permissible. The customer shall be informed in advance of any partial delivery. 

8.5. In the event of force majeure affecting the performance of the contract, HC shall be entitled to postpone delivery for the duration of the hindrance. Force majeure shall be deemed to include all events unforeseeable by HC or those which – even if they were foreseeable – lie beyond HC’s control and whose impact on the performance of the contract cannot be prevented by reasonable efforts on the part of HC. If the hindrance lasts for more than 60 days and it is unreasonable to expect either party to continue to be bound by the contract, that party may withdraw from the part of the contract that has not yet been fulfilled. Any services already provided must be reimbursed without delay. Any statutory claims of the customer remain unaffected. 

9. Repairs, maintenance and services 

9.1. If the customer commissions HC to carry out maintenance via the online form on the HC website https://www.holger-clasen.de/Service/, they thereby give prior authorisation for maintenance services up to the amount specified on the form. 

9.2. If the customer commissions HC to carry out repairs via the online form on the HC website https://www.holger-clasen.de/Service/, they thereby authorise in advance repair services up to the amount specified on the form. 

9.3. If the maintenance and/or repair services exceed the lump-sum amounts authorised in accordance with clauses 9.1 and 9.2, HC shall inform the customer and, upon request, provide a cost estimate. The customer shall bear any further diagnostic or testing costs even if they do not place the order. 

9.4. If the repair requires additional work or if the cost estimate is significantly exceeded, HC shall inform the customer again; the customer may then either agree to the additional costs or withdraw from the order. In the event of withdrawal, the costs incurred up to that point must be reimbursed. 

9.5. The customer must back up any equipment or data storage media and remove any sensitive data before handing them over; HC shall not be liable for data loss, unless there is wilful misconduct or gross negligence. 

9.6. HC shall have a statutory contractor’s lien and/or right of retention over any equipment or parts handed over to HC until full payment has been made. 

9.7. Where software or updates are provided as part of the services, the customer shall be granted a simple, non-transferable right of use for the agreed purpose, unless otherwise agreed. 

10. Rights in respect of defects / Warranty / Goods containing digital elements 

10.1. Duty to inspect and give notice of defects: The customer must inspect the goods immediately upon delivery and report any apparent defects without delay, at the latest within 7 working days, in writing (https://www.holger-clasen.de/service/serviceanfragen/reklamationsantrag); and hidden defects immediately upon discovery. In the case of traders, Section 377 of the German Commercial Code (HGB) remains unaffected. 

10.2. In the event of material defects, HC shall, at its discretion, provide subsequent performance by either rectifying the defect or supplying a replacement. 

10.3. Withdrawal from the contract or reduction in price shall be governed by the statutory provisions; withdrawal is excluded in the case of only minor deviations. 

10.4. The following are excluded from the warranty: defects resulting from improper assembly or commissioning by the customer or third parties, incorrect or negligent operation or handling, natural wear and tear, wear and tear, excessive strain, unsuitable operating materials, unauthorised interference, improper modifications or repair work, transport or storage damage occurring after the transfer of risk, or failure to comply with maintenance specifications. 

10.5. Limitation period: Claims for defects arising from a sale (Section 437 of the German Civil Code (BGB)) are time-barred 12 months after delivery; in the case of work performed (Section 634 of the German Civil Code (BGB)), they are time-barred 12 months after acceptance. A warranty period of 24 months applies to tools. The following remain unaffected: 

a) claims for damages arising from injury to life, limb or health,
b) claims for damages based on wilful misconduct or gross negligence,
c) claims arising from fraudulent misrepresentation or the provision of a guarantee,
d) claims relating to buildings and to items which, in accordance with their normal intended use, have been used in a building and have caused its defectiveness. 

10.6. If a replacement delivery is made under the warranty for defects, the limitation period shall not recommence if it is apparent that the replacement delivery was made merely as a gesture of goodwill or for similar reasons, and HC has not expressly acknowledged the defect. 

10.7. If rectification has taken place by means of a replacement delivery, the customer is obliged to return the goods originally delivered to HC within 30 days. The return parcel must state the reason for the return, the customer’s name and the reference number assigned to the purchase of the defective goods, which enables HC to identify the returned goods. As long as and to the extent that it is not possible to identify the returned goods for reasons for which the customer is responsible, HC shall not be obliged to accept the returned goods or to refund the purchase price. The costs of resending the goods shall be borne by the customer. 

10.8. Goods with digital elements / digital services: Where applicable by law and as agreed, HC shall provide any necessary updates for the agreed provision period. The customer must install updates promptly; if this is not done despite being notified, any rights arising from defects shall lapse insofar as the defect is attributable to this failure. 

11. Liability 

11.1. HC shall have unlimited liability in cases of wilful misconduct and gross negligence, in the event of injury to life, limb or health, in respect of mandatory claims under the Product Liability Act, and in respect of warranty undertakings, unless otherwise specified in this regard. 

11.2. In cases of ordinary negligence, HC shall only be liable for breaches of material contractual obligations (cardinal obligations). Essential contractual obligations are obligations the fulfilment of which is essential for the proper performance of the contract and on the observance of which the customer may regularly rely. 

11.3. In the event of simple negligence, HC’s liability is limited to foreseeable damage typical for this type of contract, unless unlimited liability applies in accordance with the preceding clauses. 

11.4. To the extent permitted by law, liability for consequential damages, loss of profit, loss of production and pure financial loss is excluded. 

11.5. HC shall be liable for data loss – unless liability is unlimited under paragraph 1 – only to the extent of the costs that would be required for recovery had proper data backups been in place. 

11.6. Liability arising from the non-granting of export control licences or from prohibitions under sanctions law is excluded, provided that HC is not at fault. 

11.7. The above liability provisions also apply with regard to HC’s liability for its vicarious agents and legal representatives. 

12. Retention of title 

12.1. Goods delivered shall remain the property of HC until all claims arising from the business relationship have been paid in full (extended retention of title). 

12.2. Processing/Combining: Any processing or transformation shall be carried out on behalf of HC as the manufacturer within the meaning of Section 950 of the German Civil Code (BGB); in the event of combining or mixing, HC shall acquire co-ownership in the ratio of the invoice value of the goods subject to retention of title to the value of the other items at the time of combining or mixing. 

12.3. Resale: The customer is entitled to resell the goods in the ordinary course of business; the customer hereby assigns to HC the resulting claims (including ancillary rights) in the amount of the invoice value of the goods subject to retention of title. HC accepts the assignment. 

12.4. The customer remains authorised to collect the assigned claims until such authorisation is revoked. HC may revoke the authorisation to collect the claims if the customer defaults on payment or an application is made to open insolvency proceedings. 

12.5. The customer must insure the goods subject to retention of title adequately (in particular against fire, theft and water damage) and hereby assigns to HC any claims against insurers in the event of a claim. 

12.6. The Customer must immediately notify HC of any third-party claims to the goods subject to retention of title or to the assigned claims and provide the necessary documents for legal action. 

12.7. Where the value of HC’s security interests exceeds the amount of the secured claims by more than 10 per cent, HC shall, at the customer’s request, release a corresponding proportion of the security interests. 

13. Governing Law, Jurisdiction, Final Provisions 

13.1. German law shall apply, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and private international law, insofar as permitted. 

13.2. The place of performance is Hamburg. 

13.3. The exclusive place of jurisdiction is Hamburg. HC shall also be entitled to bring proceedings at the customer’s general place of jurisdiction. 

13.4. Confidentiality: The customer shall treat any information, prices and documents provided by HC that are not in the public domain as confidential. 

13.5. Data protection: Insofar as the parties process personal data, they shall comply with the applicable data protection regulations; any necessary agreement on data processing shall be concluded separately. 

13.6. Assignment: The customer may only assign or transfer rights and obligations arising from the contract with HC’s consent; Section 354a of the German Commercial Code (HGB) remains unaffected. 

13.7. Severability clause: Should any individual provisions be invalid, the remainder of the contract shall remain valid. The parties undertake to replace the invalid provision with a valid one that most closely approximates the economic purpose. 

Stand: 1st October 2026