GENERAL TERMS AND CONDITIONS (GTC)

General Terms and Conditions of Sale and Performance of HERA GmbH

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Section 1 – Scope of Application

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(1) These General Terms and Conditions ("GTC") shall apply exclusively to entrepreneurs, legal entities under public law, and special funds under public law.All deliveries, services, and offers of HERA GmbH shall be made exclusively on the basis of these General Terms and Conditions of Sale and Performance.

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(2) Any terms and conditions of the Customer that conflict with or deviate from these GTC shall not become part of the contract unless HERA GmbH has expressly agreed to their validity in writing. This requirement for consent shall apply in all cases, including where HERA GmbH performs delivery without reservation while being aware of the Customer's terms and conditions.

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(3) These GTC shall also apply to all future business relationships between the parties. Any legally relevant declarations and notices to be submitted by the Customer to HERA GmbH after conclusion of the contract (including, but not limited to, notices of default, defect notifications, declarations of withdrawal, or reductions in price) must be made in writing to be effective.

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Section 2 – Formation of Contract

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(1) All offers made by HERA GmbH are non-binding and subject to confirmation.

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(2) A contract shall only become effective upon written order confirmation, delivery of the goods, or issuance of an invoice by HERA GmbH. The Customer's order shall constitute a binding offer to enter into a contract.

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(3) HERA GmbH reserves the right to make technical modifications, design changes, and changes regarding shape, color, material, or construction, provided such changes are reasonable for the Customer.

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(4) Product descriptions, catalogs, technical data sheets, drawings, illustrations, and advertising materials shall not constitute warranties, guarantees, or representations of specific characteristics.

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Section 3 – Prices

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(1) Unless otherwise agreed, all prices are quoted net Ex Works (EXW Incoterms® 2020) plus applicable value-added tax (VAT).

 

(2) Packaging, transportation, insurance, customs duties, import charges, export fees, and all other ancillary costs shall be borne by the Customer.

 

(3) All taxes, duties, and governmental charges in the destination country shall be borne exclusively by the Customer.

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Section 4 – Payment Terms, Set-Off, Rights of Retention, and Assignment

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(1) Unless otherwise stated on the invoice, all invoices shall be payable within fourteen  days (14) from the invoice date without deduction. Upon expiration of the payment period, the Customer shall automatically be in default. Timely payment shall be determined by the receipt of funds by HERA GmbH.

 

(2) HERA GmbH shall be entitled to require advance payments or deposits.

 

(3) For custom-made products, customer-specific products, export orders, or first-time orders, HERA GmbH may require advance payment of up to one hundred percent (100%) of the total order value.

 

(4) In the event of default in payment, all outstanding claims shall become immediately due and payable. The purchase price shall bear interest during the period of default at the applicable statutory default interest rate.HERA GmbH reserves the right to claim additional damages resulting from the delay. For commercial merchants, HERA GmbH's entitlement to commercial maturity interest pursuant to Section 353 of the German Commercial Code (HGB) shall remain unaffected.

 

(5) If the Customer defaults on payment, HERA GmbH reserves the right, after granting a written grace period of at least fourteen (14) days, to resell already manufactured goods or use such goods internally. All other provisions of these GTC shall remain unaffected.

 

(6) In the event of payment default, HERA GmbH reserves the right to adjust delivery schedules, particularly where such adjustments result from the provisions of Section 4(5).

 

(7) If the Customer is in payment default or acceptance default for more than thirty (30) days, HERA GmbH shall be entitled to charge storage fees in the amount of 0.5% of the net purchase price per week. For components requiring an acquisition and possession permit (EWB), storage fees shall increase to 1.0% of the purchase price per week. HERA GmbH reserves the right to prove and claim higher damages and all statutory remedies, including reimbursement of additional expenses, reasonable compensation, and termination rights. Any storage fee charged shall be credited against further monetary claims. The Customer shall remain entitled to prove that no damage or substantially lower damage has occurred.

 

(8) The Customer shall only be entitled to rights of set-off or retention to the extent that its claims have been finally adjudicated, are undisputed, or have been expressly acknowledged by HERA GmbH. The Customer's rights arising from defects shall remain unaffected.

 

(9) The Customer shall not be entitled to assign claims arising from the contractual relationship with HERA GmbH without prior written consent.

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Section 5 – Deliveries

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(1) Delivery dates shall only be binding if expressly confirmed as binding in writing by HERA GmbH.

 

(2) Partial deliveries shall be permitted.

 

(3) The provisions of Section 21 (Force Majeure) shall apply accordingly.

 

(4) Claims for damages arising from delays in delivery shall be excluded to the extent permitted by applicable law.

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Section 6 – Transfer of Risk

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(1) The risk of accidental loss or accidental deterioration of the goods shall pass to the Customer upon transfer of the goods to the carrier, freight forwarder, or any other transportation provider.

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(2) This shall also apply in cases of carriage-paid deliveries and partial deliveries.

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Section 7 – Retention of Title

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(1) All goods supplied shall remain the property of HERA GmbH until full payment of all current and future claims arising from the business relationship has been received.

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(2) The Customer hereby assigns to HERA GmbH all claims arising from the resale of goods subject to retention of title.

 

(3) In the event of a breach of contract by the Customer, particularly in the event of non-payment of the purchase price when due, HERA GmbH shall be entitled to withdraw from the contract in accordance with applicable law and demand return of the goods on the basis of the retention of title and such withdrawal. Where the Customer fails to pay the purchase price when due, HERA GmbH may only exercise these rights after unsuccessfully granting the Customer a reasonable period for payment, unless such notice period is not required under applicable law.

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Section 8 – Inspection and Notification of Defects

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(1) The Customer shall inspect the goods immediately upon receipt.

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(2) Transportation damage must be reported in writing within three (3) calendar days of receipt.

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(3) Obvious defects must be reported in writing within seven (7) calendar days of receipt.

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(4) Hidden defects must be reported in writing within seven (7) calendar days after discovery.

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(5) If the Customer fails to conduct a proper inspection or fails to provide timely notice of defects, the goods shall be deemed accepted. HERA GmbH shall not be liable for defects that were not reported in accordance with the foregoing provisions.

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Section 9 – Warranty

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(1) For deliveries within Germany, the warranty period shall be twelve (12) months from the transfer of risk.

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(2) For deliveries to business customers outside Germany, the warranty period shall be three (3) months from the transfer of risk, to the extent permitted by applicable law.

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(3) At its sole discretion, HERA GmbH may satisfy warranty obligations by either repairing the defective product or providing a replacement product.

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(4) Warranty claims shall not apply in particular in cases of: normal wear and tear, improper use, improper installation or assembly, failure to comply with instructions, manuals, or warnings, modifications or repairs performed by third parties, use of non-approved components, alterations, conversions, or modifications of any kind.

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Section 10 – Limitation of Liability

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(1) HERA GmbH shall be liable in accordance with statutory provisions in cases of intent and gross negligence. In cases of ordinary negligence, HERA GmbH shall only be liable for breaches of essential contractual obligations.

 

(2) To the maximum extent permitted by applicable law, the total liability of HERA GmbH shall be limited to the net invoice value of the affected delivery.

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(3) The following categories of damages shall be excluded to the extent permitted by applicable law: loss of profit, production downtime, loss of use, indirect damages, consequential damages, recall expenses, financing costs, third-party claims, contractual penalties payable to third parties.

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(4) Mandatory statutory liability for injury to life, body, or health, as well as mandatory claims under applicable product liability laws, shall remain unaffected.

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Section 11 – Returns / RMA Procedure

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(1) Returns require the prior written approval of HERA GmbH.

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(2) Before returning any goods, the Customer must obtain a Return Merchandise Authorization ("RMA") number.

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(3) Returns submitted without an RMA number may be rejected.

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(4) Freight collect shipments will not be accepted. HERA GmbH reserves the right to refuse acceptance of any freight collect shipment. Acceptance of a freight collect shipment by HERA GmbH shall not relieve the Customer from any obligations, liabilities, or costs associated with such shipment.

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Section 12 – Custom-Made Products

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(1) Custom-made products, customer-specific products, and products procured specifically at the Customer's request are excluded from return, exchange, or refund.

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(2) Cancellation of an order shall not be permitted once production has commenced.

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(3) HERA GmbH shall be entitled to recover all costs already incurred as well as any lost profits resulting from such cancellation.

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Section 13 – Export Control and Import Responsibility

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(1) The Customer shall be solely responsible for compliance with all import, export, customs, firearms, product safety, and product liability regulations applicable in the destination country.

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(2) Where the Customer collects the goods itself or appoints a third party to do so, the Customer shall also be responsible for compliance with all applicable transportation and shipping regulations in the supplier's country of origin.

 

(3) The Customer shall obtain, at its own expense, all permits, licenses, registrations, approvals, and authorizations required for the importation, distribution, possession, sale, or use of the products.

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(4) HERA GmbH makes no representation or warranty that the products may legally be imported, marketed, distributed, possessed, sold, or used in the destination country.

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Section 14 – Product Liability, Indemnification, and Insurance

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(1) The Customer shall assume all responsibilities and obligations of an importer, distributor, or placing-on-the-market entity within the destination country.

 

(2) To the maximum extent permitted by applicable law, the Customer shall indemnify, defend, and hold harmless HERA GmbH and its officers, directors, employees, agents, and representatives from and against any third-party claims arising out of or relating to the importation, distribution, resale, possession, marketing, or use of the products. This indemnification shall not apply to claims resulting from design defects, manufacturing defects, or inadequate instructions for which HERA GmbH is legally responsible.

 

(3) The indemnification shall include, without limitation: product liability claims, personal injury claims, property damage claims, economic losses, recall expenses, legal fees and court costs, expert witness fees, settlement payments, governmental investigations and proceedings.

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(4) The Customer shall maintain product liability insurance with a minimum coverage limit of EUR 5,000,000 or USD 5,000,000 per occurrence.

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(5) Such insurance shall remain in force throughout the business relationship and for a minimum period of five (5) years following the final delivery of products.

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(6) Upon request, the Customer shall provide HERA GmbH with an up-to-date certificate of insurance on an annual basis.

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(7) To the extent legally and commercially available, the Customer shall cause HERA GmbH to be named as an Additional Insured under such insurance policy.

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(8) The Customer shall ensure that the product liability insurance required under Section 14(4) covers claims arising from the importation, distribution, possession, marketing, sale, or use of products supplied by HERA GmbH within the destination country.

 

(9) In the event of a claim, the Customer shall first pursue all available coverage and benefits under its product liability insurance policy and shall use any insurance proceeds to satisfy its indemnification and hold harmless obligations toward HERA GmbH.

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(10) To the extent insurance proceeds are available, the Customer shall ensure that HERA GmbH is fully indemnified and held harmless from all covered claims, costs, damages, and liabilities.

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(11) The Customer shall not take, permit, or tolerate any action that could impair, restrict, reduce, invalidate, or otherwise jeopardize the required insurance coverage.

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(12) The Customer shall be liable to HERA GmbH for all damages, costs, expenses, liabilities, claims, and losses arising from the failure to obtain, maintain, or preserve the product liability insurance required under these General Terms and Conditions.

This shall apply in particular if: no such insurance policy has been obtained, the agreed minimum coverage limits are not maintained, the insurance coverage is terminated, suspended, reduced, or restricted, the insurer refuses coverage due to acts or omissions of the Customer, the Customer fails to name HERA GmbH as an Additional Insured where such designation would have been available, the Customer fails to provide satisfactory evidence of insurance coverage.

In such cases, the Customer shall indemnify and hold harmless HERA GmbH from all resulting third-party claims and shall reimburse all damages, expenses, legal fees, court costs, expert witness fees, settlement payments, and related costs.

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(13) Until the Customer has provided satisfactory evidence of the required insurance coverage, HERA GmbH shall be entitled to suspend deliveries, services, and contractual performance without further obligation, or to terminate existing agreements for cause with immediate effect. Any suspension of deliveries, services, or contractual performance shall not give rise to claims for damages against HERA GmbH.

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Section 15 – Product Alterations and Modifications

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(1) Without the prior written consent of HERA GmbH, the following actions are strictly prohibited: conversions, modifications, technical alterations, material changes, changes to coatings or surface treatments, reworking or machining, modification of warnings or safety notices, alteration of serial numbers, alteration of product markings or identification features.

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(2) The combination of products supplied by HERA GmbH with third-party products or components shall require the prior written approval of HERA GmbH.

 

(3) Any breach of this Section shall immediately void all warranty rights and liability claims against HERA GmbH.

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(4) The Customer shall indemnify and hold harmless HERA GmbH from and against all claims, damages, liabilities, costs, and expenses arising from such alterations, modifications, or combinations.

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Section 16 – Rebranding, Markings, and Traceability

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(1) Products supplied by HERA GmbH shall not be marketed, relabeled, rebranded, or distributed under any other trademark, trade name, designation, or label without the prior written consent of HERA GmbH.

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(2) The Customer shall ensure the traceability of all products through serial numbers, batch numbers, or equivalent identification methods. The corresponding records shall be retained for a minimum period of ten (10) years and shall be provided to HERA GmbH without undue delay upon request.

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(3) The removal, alteration, concealment, destruction, or modification of: manufacturer markings, serial numbers, batch numbers, country-of-origin markings, warning labels, trademarks, logos, product identification markings, is strictly prohibited.

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Section 17 – Distribution Territories and Resale

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(1) The Customer shall be authorized to distribute products supplied by HERA GmbH exclusively within the markets, countries, or territories expressly approved in writing by HERA GmbH. If no written agreement regarding a distribution territory exists, the Customer shall be authorized to distribute the products solely within the country in which its registered place of business is located. Distribution in any additional country shall require the prior written consent of HERA GmbH. Applicable export control regulations shall remain unaffected.

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(2) Any direct or indirect resale, transfer, supply, brokerage, export, re-export, or other distribution of the products outside the approved territories shall require the prior written consent of HERA GmbH.

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(3) The Customer shall implement reasonable organizational, contractual, and technical measures to prevent parallel imports and distribution outside the authorized territories.

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(4) To the extent legally permissible, the Customer shall impose equivalent obligations on its dealers, resellers, distributors, agents, and other downstream sales partners.

 

(5) In the event of a violation of this Section, HERA GmbH shall be entitled to: suspend deliveries, postpone outstanding orders, terminate existing agreements for cause with immediate effect, claim damages in accordance with applicable law, refuse future deliveries.

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(6) The Customer shall indemnify and hold harmless HERA GmbH from all third-party claims arising from distribution outside the authorized territories, to the extent permitted by applicable law.

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Section 18 – Product Recalls and Safety Measures

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(1) If HERA GmbH determines that a product recall, safety warning, corrective action, or other safety measure is necessary, the Customer shall cooperate immediately and provide all information reasonably required by HERA GmbH.

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(2) The costs associated with any recall, corrective action, or safety measure shall be borne by the party whose actions, omissions, products, or area of responsibility caused the recall or safety measure.

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Section 19 – Intellectual Property

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All drawings, CAD files, technical documentation, specifications, product images, trademarks, logos, designs, and other intellectual property rights shall remain the exclusive property of HERA GmbH.

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No disclosure, reproduction, distribution, publication, or use beyond the agreed contractual purpose shall be permitted without the prior written consent of HERA GmbH.

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Section 20 – Warranties and Guarantees

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No warranties or guarantees shall exist unless expressly granted by HERA GmbH in writing.

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Product descriptions, catalogs, technical specifications, marketing materials, advertising statements, illustrations, photographs, and similar materials shall not constitute warranties, guarantees, or representations of specific characteristics unless expressly confirmed in writing by HERA GmbH.

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Section 21 – Force Majeure

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(1) In the event of force majeure, the affected party shall notify the other party in writing without undue delay after becoming aware of the event. The affected party shall not be responsible for any delay in performance or inability to perform resulting from such event.

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(2) For the purposes of these General Terms and Conditions, force majeure shall mean any unforeseeable event, or any event beyond the reasonable control of the parties, the effects of which cannot be prevented through reasonable efforts.

Force majeure events include, but are not limited to: war (whether declared or undeclared), war-like conditions, terrorist attacks, riots, revolutions, rebellions, military or civil coups, insurrections, civil unrest, blockades, embargoes, governmental orders, sabotage, strikes, slowdowns, lockouts, epidemics, pandemics, fire, flooding, storm surges, typhoons, hurricanes, other severe weather events of catastrophic scale, earthquakes, landslides, lightning strikes, general shortages of raw materials, serious transportation accidents, the necessity to remanufacture essential production equipment for reasons beyond the control of HERA GmbH, provided that such events result in a delay or inability to perform the contractual obligations owed by HERA GmbH.

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Section 22 – Limitation Periods

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(1) Notwithstanding Section 438(1) No. 3 of the German Civil Code (BGB), the general limitation period for claims arising from defects in goods or defects in title shall be one year from delivery. Where acceptance has been agreed, the limitation period shall commence upon acceptance.

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(2) The statutory provisions regarding: third-party claims for recovery of property rights pursuant to Section 438(1) No. 1 BGB, fraudulent concealment pursuant to Section 438(3) BGB, supplier recourse claims in connection with final delivery to a consumer pursuant to Section 479 BGB, shall remain unaffected.

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(3) The above limitation periods under sales law shall also apply to contractual and non-contractual claims for damages asserted by the Customer arising from defects in the goods. This shall not apply where the application of the regular statutory limitation periods pursuant to Sections 195 and 199 BGB would result in a shorter limitation period. The limitation periods under applicable product liability laws shall remain unaffected in all cases. Except as otherwise provided herein, statutory limitation periods shall apply to claims for damages brought by the Customer pursuant to Section 10 of these General Terms and Conditions.

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Section 23 – Export Control

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(1) The Customer shall comply with all applicable national and international firearms regulations, foreign trade regulations, export control laws, embargo regulations, and economic sanctions. The Customer shall not directly or indirectly supply, sell, transfer, export, re-export, or otherwise make available products supplied by HERA GmbH to any person, entity, organization, or country in violation of applicable export control, embargo, sanctions, or foreign trade regulations.

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(2) The Customer shall provide all information, declarations, end-user statements, end-use statements, certifications, and supporting documentation required for export control approvals, compliance reviews, licensing procedures, audits, or regulatory investigations completely, accurately, and truthfully.

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(3) The Customer shall promptly respond to and cooperate with any requests made by the German Federal Office for Economic Affairs and Export Control (BAFA), other competent governmental authorities, or HERA GmbH relating to: export control matters, end-use verification, end-user verification, licensing procedures, sanctions compliance, customs matters, foreign trade compliance.

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(4) If the Customer fails to comply with its cooperation, disclosure, or information obligations, HERA GmbH shall be entitled to suspend deliveries, services, and contractual performance until the matter has been fully clarified. Any delays resulting therefrom shall not give rise to any claims against HERA GmbH.

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(5) If the Customer violates the provisions of this Section, the Customer shall indemnify and hold harmless HERA GmbH from and against all resulting damages, fines, penalties, governmental actions, expenses, costs, and third-party claims, to the maximum extent permitted by law.

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(6) If the Customer violates this Section or any export control, foreign trade, embargo, sanctions, or regulatory obligations under these General Terms and Conditions, the Customer shall be liable to HERA GmbH for all resulting damages, consequential damages, costs, expenses, and losses.

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This includes, without limitation: fines and penalties, governmental enforcement actions, administrative sanctions, legal fees, court costs, expert witness fees, recall expenses, warehousing costs, return transportation costs, contractual penalties payable to third parties, loss of profits, direct financial losses, indirect financial losses.

The Customer shall further indemnify and hold harmless HERA GmbH, its officers, directors, employees, agents, and representatives from and against all third-party claims arising from such violations.

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Section 24 – Governing Law and Jurisdiction

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(1) The exclusive place of jurisdiction for all disputes arising out of or in connection with the business relationship between the parties shall be the registered office of HERA GmbH.

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(2) HERA GmbH shall additionally be entitled to bring legal proceedings against the Customer before the courts having jurisdiction over the Customer's registered office or principal place of business.

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(3) The laws of the Federal Republic of Germany shall apply exclusively.

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(4) The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

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Section 25 – Severability

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Should any provision of these General Terms and Conditions be held invalid, void, illegal, or unenforceable, in whole or in part, the validity and enforceability of the remaining provisions shall remain unaffected.

The parties shall replace the invalid, void, illegal, or unenforceable provision with a valid and enforceable provision that most closely reflects the economic intent and purpose of the original provision.

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Status: June 2026