Terms and Conditions

General Terms and Conditions of Sale and Delivery of HEPU® Autoteile GmbH

1. Scope of Application

1. These General Terms and Conditions of Sale and Delivery apply to all quotations, deliveries and other services provided by

HEPU Autoteile GmbH
Am Kreuzweg 2
32689 Kalletal
Germany

hereinafter referred to as “HEPU”.

1. They apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law.
2. These Terms and Conditions shall also apply to all future business relationships with the customer, provided that they concern transactions of a similar nature.
3. Any deviating, conflicting or supplementary terms and conditions of the customer shall only become part of the contract if HEPU has expressly agreed to their application in text form. This shall also apply if HEPU performs a delivery without reservation while being aware of the customer’s terms and conditions.
4. Individual agreements concluded with the customer in a particular case shall take precedence over these General Terms and Conditions of Sale and Delivery.

2. Quotations and Conclusion of Contract

1. Quotations issued by HEPU are subject to change and non-binding unless they are expressly designated as binding or specify a particular acceptance period.
2. An order placed by the customer shall be deemed a binding offer to enter into a contract. HEPU may accept this offer within ten working days of receipt unless the order specifies a longer binding period.
3. A contract shall be concluded upon HEPU issuing an order confirmation in text form or commencing performance of the order.
4. The scope of delivery shall be determined by HEPU’s order confirmation. Any amendments or additions require confirmation by HEPU in text form.
5. Technical information, illustrations, drawings, dimensions, weights, performance data and other product descriptions shall only be binding if they have expressly been agreed as binding.
6. Customary or technically necessary deviations as well as modifications resulting from technical progress, legal requirements or product optimisation shall remain permissible, provided they are reasonable for the customer and do not materially impair the agreed use of the goods.

3. Documents, Intellectual Property Rights and Confidentiality

1. HEPU reserves all ownership rights, copyrights and other intellectual property rights in quotations, calculations, drawings, illustrations, samples, product data, print data, technical documents and other materials.
2. Without HEPU’s prior consent, such documents may not be reproduced, disclosed to third parties or used for purposes other than those provided for under the contract.
3. Information designated as confidential by the customer shall be treated as confidential by HEPU. The same shall apply to HEPU information where its confidential nature is evident from the type of information or the circumstances of its disclosure.
4. Statutory disclosure and retention obligations shall remain unaffected.

4. Prices and Payment Terms

1. Unless otherwise agreed, all prices are stated in euros net, plus the applicable statutory value added tax and any packaging, freight, insurance, customs duties and other ancillary costs.
2. The prices and delivery terms stated in the order confirmation shall apply.
3. Unless otherwise agreed, invoices shall be payable within [e.g. 30 days] from the invoice date without deduction.
4. Payment shall only be deemed made once HEPU has unrestricted access to the full invoice amount.
5. In the event of late payment, the statutory provisions shall apply. In particular, HEPU shall be entitled to charge statutory default interest and claim compensation for any further damage caused by the delay.
6. The customer shall only be entitled to rights of set-off and retention if its counterclaims are undisputed, have been finally established by a court or are ready for decision. Any right of retention shall also be limited to claims arising from the same contractual relationship.
7. If, after conclusion of the contract, HEPU becomes aware of circumstances giving rise to justified doubts regarding the customer’s solvency or creditworthiness, HEPU shall be entitled to make outstanding deliveries conditional upon advance payment or the provision of adequate security.
8. If the customer fails to make the requested advance payment or provide security within a reasonable period, HEPU may withdraw from the contract and claim damages in accordance with the statutory provisions.

5. Delivery and Delivery Dates

1. Delivery dates and delivery periods shall only be binding if expressly confirmed as binding by HEPU.
2. An agreed delivery period shall not commence until all technical, commercial and organisational matters have been clarified and the customer has provided all necessary information, documents, approvals and agreed advance payments in full.
3. HEPU shall be entitled to make partial deliveries, provided these are reasonable for the customer and can be used independently.
4. Compliance with delivery periods shall be subject to correct and timely delivery to HEPU, provided HEPU has properly concluded a corresponding procurement transaction and is not responsible for the failure of delivery. HEPU shall inform the customer without undue delay if goods are unavailable.
5. Events of force majeure and other unforeseeable events beyond HEPU’s control shall extend agreed delivery periods by a reasonable period. Such events include, in particular, natural disasters, war, terrorism, pandemics, official measures, embargoes, industrial disputes, operational disruptions, shortages of energy or raw materials, transport disruptions and significant disruptions affecting suppliers or logistics service providers.
6. If such an event continues for more than three months and it is no longer reasonable for either party to remain bound by the contract, that party may withdraw from the unperformed part of the contract.
7. The customer’s statutory rights in the event of delayed delivery shall remain unaffected. However, claims for damages shall be governed by the liability provisions of these Terms and Conditions.

6. Dispatch, Transfer of Risk and Packaging

1. Unless otherwise agreed, delivery shall be made ex HEPU’s warehouse or plant or from the place of dispatch specified in the order confirmation.
2. The risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon handover of the goods to the forwarding agent, carrier or other third party appointed to carry out the shipment.
3. If dispatch is delayed for reasons attributable to the customer, the risk shall pass to the customer upon notification that the goods are ready for dispatch.
4. The route and method of dispatch shall be determined by HEPU at its reasonable discretion unless the customer provides specific instructions and these are confirmed by HEPU.
5. Transport insurance shall only be taken out at the customer’s express request and expense.
6. Transport packaging and other packaging shall not be taken back unless there is a statutory obligation to do so or otherwise expressly agreed.
7. Reusable packaging, pallets, mesh boxes and other loaned packaging shall remain the property of HEPU or the respective owner and must be returned upon request.

7. Default of Acceptance and Storage Costs

1. If the customer is in default of acceptance or breaches other duties to cooperate, HEPU may claim compensation for the additional expenses and losses incurred as a result.
2. HEPU shall be entitled to store the goods at the customer’s expense and risk.
3. Further statutory rights shall remain unaffected.

8. Inspection and Notification of Defects

1. If the purchase constitutes a commercial transaction for both parties, the customer shall inspect the goods immediately after delivery for quantity, identity, external damage and apparent defects.
2. Apparent defects must be reported to HEPU without undue delay in text form, together with a comprehensible description of the defect.
3. Hidden defects must be reported in text form without undue delay after discovery.
4. In the event of transport damage, the customer shall, where possible, document the damage directly with the carrier and obtain confirmation from the carrier.
5. If the customer fails to carry out the required inspection or fails to notify HEPU of a defect in due time, the goods shall be deemed accepted in accordance with the statutory provisions.
6. The goods subject to complaint must be properly stored until the matter has been clarified and may not be processed, modified or returned without HEPU’s prior consent, unless this is necessary to prevent imminent damage.

9. Claims for Defects

1. The customer’s rights in respect of material defects and defects of title shall be governed by the statutory provisions unless otherwise stated in these Terms and Conditions.
2. The agreed specifications shall determine the quality of the goods. Public statements, advertising claims or product descriptions shall only constitute an agreed quality if they have expressly been incorporated into the contract.
3. Claims for defects shall be conditional upon the customer having duly complied with its statutory inspection and notification obligations.
4. In the event of a justified defect, HEPU shall initially be entitled, at its discretion, to remedy the defect or provide a replacement delivery.
5. The customer shall give HEPU the time and opportunity required to inspect and remedy the defect and shall make the goods in question available to HEPU upon request.
6. If subsequent performance fails, is unreasonable for the customer or is finally refused by HEPU, the customer may reduce the purchase price or withdraw from the contract, subject to the statutory requirements.
7. Withdrawal shall be excluded in the event of an insignificant defect.
8. HEPU shall bear the expenses required for inspection or subsequent performance in accordance with the statutory provisions. Any additional expenses resulting from the goods having been moved after delivery to a place other than the agreed destination shall be borne by the customer, unless such relocation corresponds to the intended use of the goods.
9. Returns must be agreed with HEPU in advance. Acceptance of a returned item shall not constitute acknowledgement of a defect or legal obligation.
10. The limitation period for claims for defects shall be [subject to legal review: e.g. twelve months] from delivery of the goods. This shall not apply to claims arising from intentional or grossly negligent conduct, injury to life, body or health, a guarantee, the German Product Liability Act or in other cases where a limitation is prohibited by law.
11. Claims for defects shall, in particular, be excluded in cases of:

a) normal wear and tear;
b) improper storage, handling, installation, use or maintenance;
c) failure to observe installation, assembly, operating or maintenance instructions;
d) modifications or repairs carried out by the customer or third parties without HEPU’s consent;
e) use of the goods under unsuitable or unintended operating conditions;
f) damage caused by other components, operating fluids, contamination or external influences.

10. Liability

1. In the event of a slightly negligent breach of a material contractual obligation, HEPU’s liability shall be limited to the foreseeable loss typical for the contract at the time the contract was concluded. Material contractual obligations are obligations whose fulfilment is essential for the proper performance of the contract and on whose fulfilment the customer may regularly rely.
2. In all other respects, HEPU’s liability for slight negligence shall be excluded.
3. To the extent that HEPU’s liability is excluded or limited, this shall also apply in favour of HEPU’s legal representatives, employees, vicarious agents and other persons engaged by HEPU.
4. The above liability provisions shall apply to all contractual and non-contractual claims of the customer.
5. HEPU shall be liable without limitation:

a) in cases of intent and gross negligence;
b) in the event of culpable injury to life, body or health;
c) under the provisions of the German Product Liability Act;
d) to the extent of an expressly assumed guarantee;
e) in the event of fraudulent concealment of a defect.

11. Product Information and Installation

1. Vehicle parts and technical products supplied by HEPU must be used in accordance with their intended purpose and in compliance with the applicable installation, assembly, operating and maintenance instructions.
2. Safety-related or technically complex products may only be installed by appropriately qualified personnel.
3. Before installation or resale, the customer shall be responsible for verifying the suitability and correct allocation of the goods for the relevant vehicle, system or intended application.
4. Vehicle application data, reference numbers and product allocations are intended for identification purposes. The technical characteristics of the respective product and the specific application shall be decisive.

12. Intellectual Property Rights and Third-Party Claims

1. If goods are manufactured according to drawings, specifications, samples, trademarks, packaging requirements or other instructions supplied by the customer, the customer shall be responsible for ensuring that no third-party rights are infringed.
2. The customer shall indemnify HEPU against justified third-party claims arising from an infringement of intellectual property rights caused by content or specifications supplied by the customer, provided the customer is responsible for the infringement.
3. HEPU shall inform the customer without undue delay of any corresponding third-party claims and shall give the customer an opportunity to participate in the legal defence.

13. Retention of Title

1. The goods supplied shall remain the property of HEPU until all present and future claims arising from the ongoing business relationship have been paid in full.
2. The customer shall be entitled to resell the goods subject to retention of title in the ordinary course of business. The customer hereby assigns to HEPU all claims against its purchasers or third parties arising from such resale in the amount of the respective invoice value, including value added tax. HEPU hereby accepts the assignment.
3. The customer shall remain authorised to collect the assigned claims until this authorisation is revoked. HEPU shall only revoke the authorisation if the customer fails to meet its payment obligations properly or if the customer’s financial position materially deteriorates.
4. Any processing or transformation of the goods subject to retention of title shall always be carried out on behalf of HEPU. If the goods are processed together with items not belonging to HEPU, HEPU shall acquire co-ownership of the new item in proportion to the value of the goods subject to retention of title relative to the value of the other processed items at the time of processing.
5. If the goods subject to retention of title are inseparably combined or mixed with other items, HEPU shall acquire co-ownership of the new item in proportion to the value of the goods subject to retention of title relative to the value of the other items at the time of combination or mixing.
6. The customer shall handle the goods subject to retention of title with due care, insure them adequately and protect them from access by third parties.
7. In the event of attachment, seizure or other access by third parties, the customer shall inform HEPU immediately in text form and notify the third party of HEPU’s ownership.
8. If the realisable value of the securities exceeds the secured claims by more than ten per cent, HEPU shall, at the customer’s request, release securities of its own choosing.
9. In the event of a breach of contract by the customer, particularly in the event of late payment, HEPU shall be entitled to demand the return of the goods subject to retention of title in accordance with the statutory provisions. The demand for return shall only constitute withdrawal from the contract if HEPU expressly declares this.

14. Export Control and Legal Requirements

1. Performance of the contract shall be subject to there being no conflict with national or international foreign trade regulations, embargoes, sanctions or other legal prohibitions.
2. The customer undertakes not to export, resell, transfer or use the goods in breach of applicable export control, sanctions or customs regulations.
3. The customer shall provide HEPU with all information required for export, customs and compliance checks in full and in good time.
4. If delivery is impossible or can only be carried out with disproportionate effort due to legal prohibitions or official measures, HEPU shall be entitled to suspend performance or withdraw from the contract. Any claims for damages by the customer shall be governed exclusively by the liability provisions of these Terms and Conditions.

15. Data Protection

1. HEPU processes personal data in connection with the business relationship in accordance with the applicable data protection laws.
2. Further information on data processing can be found in HEPU’s Privacy Policy, available in its current version on the HEPU website.

16. Place of Performance, Jurisdiction and Applicable Law

1. The place of performance for all obligations arising from the contractual relationship shall be Kalletal, unless otherwise agreed.
2. If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall be the registered office of HEPU Autoteile GmbH.
3. HEPU shall also be entitled to bring proceedings against the customer at the customer’s general place of jurisdiction or at any other legally permissible place of jurisdiction.
4. The law of the Federal Republic of Germany shall apply, excluding German conflict-of-law provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

17. Final Provisions

1. Legally relevant declarations and notifications by the customer relating to the contract, including notices setting deadlines, notices of defects and declarations of withdrawal or reduction, must be made at least in text form, for example by email.
2. Statutory formal requirements and further evidence, particularly in cases where there are doubts regarding the authority of the person making the declaration, shall remain unaffected.
3. If any provision of these General Terms and Conditions of Sale and Delivery is or becomes wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The invalid or unenforceable provision shall be replaced by the applicable statutory provision.

Version: July 2026

HEPU Autoteile GmbH
Am Kreuzweg 2
32689 Kalletal
Germany