1. General Terms and Conditions
1.1. These general purchasing terms and conditions (hereinafter “Purchase Terms and Conditions”) apply to all current and future
business relationships between Hatecke GmbH (hereinafter “HATECKE”), and the Supplier of goods or other services
(hereinafter “Supplier”). They do not apply to natural persons who enter into a legal transaction for purposes that cannot be
attributed to their commercial or self-employed professional activities.
1.2. By accepting and executing and/or an order, the Supplier acknowledges these Purchase Terms and Conditions in the version
valid at the time of the order. The Purchase Terms and Conditions can be accessed at any time on the website of HATECKE at
www.hatecke.de. Conflicting and/or deviating Supplier’s terms and conditions are not recognized and do not become part of the
contract, unless their validity is expressly agreed upon in writing by HATECKE at the time of contract conclusion; in this case, as
well as in the event of separately agreed-upon special conditions for specific orders, these Purchase Terms and Conditions shall
apply subsidiarily and complementarily. The Purchase Terms and Conditions also apply if the contract is executed by the Supplier
without reservation, despite being aware of conflicting or deviating conditions from the Supplier’s side. The acceptance of a
delivery or service by HATECKE from the Supplier does not imply approval of the Supplier’s general terms and conditions.
Silence regarding an order confirmation with conflicting statements by the Supplier does not constitute corresponding approval.
1.3. The Purchase Terms and Conditions apply to all future transactions and contracts with the Supplier, even if HATECKE no longer
expressly points this out to the Supplier in the future.
1.4. Any correspondence related to the contract must be conducted with HATECKE and include the job or order number.
2. Conclusion of Contract
2.1. The conclusion of the contract, as well as all agreements made between HATECKE and the Supplier for the execution of this
contract, must be made in writing. The Supplier must professionally review an offer and expressly point out any deviations from
the inquiry documents to HATECKE in the offer. In case of obvious errors (e.g., typographical and calculation errors) and
incompleteness of the order, including the order documents, the Supplier must notify HATECKE for the purpose of correction or
completion before acceptance; otherwise, the contract is deemed not to have been concluded.
2.2. The Supplier is required to confirm each order in writing within a period of 48 hours. A late acceptance is considered a new offer
and requires acceptance by HATECKE.”
2.3. The preparation of offers by the Supplier must be free of charge and does not create any obligations for HATECKE. The Supplier
is bound by its offers for two months unless a different deadline is specified at the time of submitting the offer.
3. Scope of Services
3.1. The scope of services is determined by the respective individual order. Documents, reports, ideas, designs, models, samples,
and all other results arising during the provision of services are part of the order performance. The binding drawings and parts
lists provided by HATECKE are decisive for the execution. Changes to the drawings, deviations from them, and deviations from
specifications established by HATECKE, particularly regarding materials, processing, and other manufacturing processes, may
only be made with prior written approval from HATECKE. Unless explicitly requested otherwise, all deliveries and services must
comply with the relevant DIN standards, VDE and VDI guidelines, as well as safety regulations of German authorities and
professional associations. For items subject to acceptance, such as boilers, pressure vessels, etc., the Supplier shall, at its own
expense, arrange for construction and pressure testing by an approved supervisory body or a qualified person and present the
required test certificate before commissioning.
3.2. The Supplier shall perform its services with the utmost care, taking into account the latest state of science and technology, safety
regulations of authorities and professional associations, as well as its existing or knowledge and experience gained during the
contract work. The Supplier guarantees compliance with legal regulations, agreed technical specifications, and other
requirements.3.3. Partial services are not permitted unless otherwise expressly agreed upon in advance. HATECKE is entitled to reject and cancel
the remaining quantity accordingly. No costs arise from this, and any claims of the Supplier are excluded.
3.4. The execution of the ordered deliveries and services by third parties requires prior written approval from HATECKE. The Supplier
bears the procurement risk for its services, unless otherwise agreed in individual cases (e.g., limitation to inventory).
3.5. The Supplier shall create drawings, data, and other documentation in accordance with the requirements, regulations, and
guidelines of HATECKE. In case of any uncertainties, the Supplier is obligated to obtain all necessary information before
commencing work. The computer systems and programs (in particular: Solidworks – 3D design and calculation software,
AutoCAD LT – 2D design program) used for documentation shall be determined by HATECKE. The Supplier is required to obtain
relevant information before starting or executing the order.
3.6. Upon request from HATECKE, the Supplier shall provide information about the composition of the delivery item to the extent
necessary for fulfilling regulatory requirements in both domestic and foreign contexts.
3.7. HATECKE is entitled to request reasonable changes to the order concerning design, execution, quantity, and delivery time as
long as the Supplier has not fully fulfilled their obligations. The implications (e.g., additional or reduced costs, delivery dates, etc.)
shall be mutually agreed upon. HATECKE may also request changes to the delivery item after contract conclusion if objectively
reasonable for the Supplier. The implications of such contractual changes, particularly regarding additional or reduced costs and
delivery dates, shall be mutually agreed upon.
3.8. The Supplier shall promptly notify HATECKE in writing of any concerns they have regarding the desired manner of executing the
service/delivery and shall propose changes they deem necessary to meet the agreed-upon specifications or legal requirements.
3.9. The Supplier is obliged to provide spare parts for the period of ordinary technical use, but at least 10 years after the last delivery,
under reasonable conditions.
3.10.If the Supplier intends to discontinue the delivery of spare parts after the periods mentioned in Clause 3.9 or to suspend the
delivery of the delivery item during this period, they must inform HATECKE and provide an opportunity for a final order before
the suspension.
3.11.If the Supplier creates drafts, drawings, illustrations, models, or other representations for HATECKE, an unlimited exclusive and
free right of use is granted to HATECKE upon their delivery. The Supplier hereby agrees to the transfer of this right to third parties
by HATECKE, – also for a fee – even if the creation of drafts, drawings, etc., constitutes the main performance of the Supplier.
4. Prices, Place of Performance, Payment Terms
4.1. The prices or unit prices specified in the order are fixed prices and, unless otherwise expressly agreed in writing, are in EURO
excluding value-added tax.
4.2. Deliveries shall be made, unless another place of performance has been agreed upon in writing in the contract, at the business
premises of HATECKE in 21706 Drochtersen (delivery obligation), and the Supplier shall be responsible for insuring against
transport damage, incorrect loading or unloading, and theft at its own expense.
4.3. The agreed prices exclude any additional claims, e.g., due to wage or material price increases, special conditions at a
construction site, technical improvements, etc. The prices apply to all Suppliers within the European Union according to DAP
Incoterms (current version) and for Suppliers outside the European Union according to DDP Incoterms (current version) for the
designated destination, including packaging and transport insurance (to be arranged by the Supplier), including crane/forklift risk,
seamlessly until delivery to the place of assembly. The prices also include, without special mention, all properties, components,
and devices belonging to the ordered item according to the latest state of the art and not expressly exempted. In exceptional
cases where HATECKE assumes shipping or insurance costs itself, the Supplier shall, if no specific instructions are given, ensure
the most cost-effective shipment and insurance. The place of performance shall not be affected by this provision.
4.4. Claims because of additional deliveries and/or services can only be asserted after prior written agreement and commissioning
of the additional deliveries and/or services between the contracting parties. Otherwise, claims for additional amounts beyond the
total fixed price are excluded.
4.5. Collection fees, especially those incurred from document submissions, shall be borne by the Supplier.4.6. Goods must be packed
in a way that prevents damages during transportation and loading processes. Packaging materials shall only be used to the extent
necessary to achieve the intended purpose. The Supplier’s take-back obligations, including transport and product packaging, shall
comply with legal regulations. The Supplier assures that all packaging materials are lawfully licensed and registered with an
appropriate system provider, and the corresponding fees have been fully and properly paid.
4.7. Compensation for presentations, demonstrations, negotiations, and/or the preparation of offers and projects shall not be due
unless agreed upon in writing beforehand.
4.8. Due invoices can only be processed by HATECKE if they comply with legal requirements, especially the VAT Act (UStG), and
include the order number indicated by HATECKE, as well as the information and/or documents agreed upon with the order. The
invoicing must necessarily reflect the company name according to the order (e.g., Hatecke GmbH). Invoices must be sent
exclusively via email to: invoice@hatecke.de. The Supplier shall be responsible for all consequences resulting from non-
compliance with this obligation. When missing the aforementioned information and/or documents, the Supplier is not authorized
to assert the respective claim against HATECKE.
4.9. Unless otherwise agreed upon in writing, the payment of the purchase price shall become due 60 days after the transfer of
ownership and delivery of the goods, receipt of a verifiable invoice, and receipt of all contractually required documents. In the
case of early delivery or performance, the period shall be calculated from the agreed-upon delivery date. Payment shall be made
electronically to the Supplier’s business account. For this purpose, the Supplier shall provide the appropriate bank details. This
also applies to any changes in the bank details. In the case of agreed partial deliveries, payment shall only become due upon
receipt of the last delivery. This does not apply to successive delivery contracts or in cases of cancellation of a partial delivery
according to Clause 3.3 of these Purchase Terms and Conditions.
4.10.Any advance payments to be made of HATECKE must be accompanied by approved bank guarantees valid until the complete
fulfilment of the delivery or performance obligations by the Supplier. Until such guarantees are provided, the advance payment
shall not become due. Agreed delivery or completion deadlines shall remain unaffected.
4.11.If the Supplier is required to provide material samples, test protocols, quality documents, or other contractually agreed-upon
documents, the completeness of the delivery and performance shall also depend on the receipt of these documents at HATECKE.
4.12.Set-off and retention rights are granted to HATECKE to the extent permitted by law. The Supplier’s set-off and retention rights
shall only apply if they are undisputed or have been legally established. HATECKE is entitled to reduce invoice amounts by the
value of returned goods and any possible expenses and claims for damages.
5. Delivery Date
5.1. The delivery date specified in the order, which must be carefully reviewed by the Supplier beforehand, is binding. The date of
receipt of the goods at the business premises of HATECKE in Drochtersen (acceptance of goods) shall be considered the delivery
date. If the delivery is made before the agreed delivery date, HATECKE reserves the right not to accept the delivery and to return
it at the Supplier’s expense and risk.
5.2. The Supplier is obliged to inform HATECKE immediately, but no later than within 48 hours in writing, providing reasons and the
estimated duration, if circumstances arise or become apparent to the Supplier that indicate that the agreed delivery time cannot
be met. Otherwise, the Supplier cannot later rely on such circumstances.
5.3. If the delivery or completion date is not met, the Supplier is liable for all resulting damages to HATECKE. In all other respects,
the statutory provisions apply to liability. Any agreed contractual penalty for delayed performance shall not be credited against
HATECKE´s claims for damages. Contrary to § 341 unit 3 BGB, the contractual penalty is also payable if no reservation is made
upon acceptance of the performance by HATECKE.
5.4. In the event of culpable delivery delay by the Supplier, HATECKE is entitled to demand a contractual penalty amounting to 0.2%
of the delivery value per commenced day of delay, but not exceeding 10% of the delivery value according to the final invoice.
The assertion of further statutory claims remains reserved. The acceptance of a belated delivery or performance does not
constitute a waiver of claims for compensation.5.5. If HATECKE is in default of acceptance or debtor’s delay, any compensation claim
to which the Supplier is entitled is limited to 0.2% of the delivery value per completed week, but not exceeding 10% of the delivery
value, provided the delay is not based on intentional or grossly negligent breach of duty by a legal representative or vicarious agent
of HATECKE. If HATECKE is in default with a payment, the Supplier is entitled to claim a flat-rate payment of €40,00 according to
§ 288 BGB. This also applies if the remuneration claim is for an advance payment or other instalment payment. This flat-rate amount
shall be credited against any owed damages, to the extent the damage is based in the costs of legal enforcement.
6. Release from Obligation to Perform, Termination of Contract
6.1. Force majeure releases the contracting parties from their obligations for the duration and extent of its impact. For the Supplier,
this applies only if the entire production is affected and no reasonable alternatives can be procured. The Supplier shall inform
HATECKE about the occurrence of force majeure within three working days, stating the expected duration of the disruption, and
provide options to mitigate any restrictions. If the Supplier fails to report the occurrence, they cannot later rely on the existence
of force majeure. The contracting parties are obliged to promptly provide necessary information and adjust their obligations in
good faith to the changed circumstances as far as reasonable.
6.2. HATECKE is released from the obligation to accept the ordered delivery, in whole or in part, and is entitled to terminate the
contract if the delivery has become unusable for HATECKE due to the delay caused by force majeure. Furthermore, this applies
if the delay has reached a total duration of 60 days or is expected to reach such duration according to the Supplier’s report.
6.3. HATECKE is entitled to withdraw from the contract if the Supplier files for the opening of insolvency proceedings, if insolvency
proceedings are opened, or if the opening is rejected due to insufficient assets.
6.4. HATECKE also has the right to withdraw from the contract if individual enforcement measures are taken against the Supplier.
6.5. HATECKE may also withdraw from the contract if the Supplier offers, promises, provides, or grants benefits of any kind to an
employee, agent, or representative of HATECKE involved in the preparation, conclusion, or execution of the contract or to a third
party in their interest.
6.6. The statutory regulations on withdrawal remain unaffected in all other respects.
7. Transfer of Risk, Documents
7.1. The transfer of risk occurs upon acceptance of the delivery by HATECKE at their business premises in Drochtersen (acceptance
of goods)
7.2. The Supplier is obligated to state HATECKE’s order number on all shipping documents and delivery notes; if he fails to do so,
HATECKE shall not be liable for any delays in processing.
7.3. Documents, reports, ideas, drafts, models, drawings, technical data, samples, etc. that are provided to the Supplier by HATECKE
shall remain the property of HATECKE and must be kept confidential. The Supplier shall return these documents to HATECKE
promptly and without any request after fulfilling their obligations. The Supplier may only use these documents to fulfil the
performance obligation towards HATECKE.
8. Warranty Claims, Guarantees
8.1. Warranty claims by HATECKE regarding material and legal defects against the Supplier shall be governed by the statutory
provisions. The warranty period is 24 months from the transfer of risk.
8.2. The Supplier guarantees that the goods and deliveries comply with the applicable legal requirements, in particular the provisions
of the respective valid Packaging Regulation, RoHS Directive, Law on Placing on the Market, Return, and Environmentally
Compatible Disposal of Electrical and Electronic Equipment (Electrical and Electronic Equipment Act – ElektroG), Battery
Regulation, and the EU Chemical Regulation REACH. Furthermore the Supplier guarantees that any copyright levies have been
paid to the respective collecting societies. Copyright levies are to be indicated in the Supplier’s invoices in accordance with §
54d Copyright Act.8.3. If the delivered goods do not meet the requirements according to Section 3 Scope of Performance and Section 8.2 of
these Terms and Conditions, HATECKE may, at its discretion, demand supplementary performance by either free replacement of
defective parts or free on-site repair, or delivery of a defect-free item. In any case, the Supplier shall bear all costs of
supplementary performance, including transportation, travel, and labor costs, even if the supplementary performance must be
carried out in foreign ports or at sea. The statute of limitations for the replaced or repaired parts by the Supplier shall begin anew
upon recommissioning.
8.4. HATECKE is entitled to withdraw from the contract or demand a price reduction instead of supplementary performance if the
Supplier is in default with the supplementary performance or if the same or another defect appears again after the supplementary
performance or replacement delivery has been made. There is no need for immediate notification of defects in case of failed
supplementary performance.
8.5. In any case, the Supplier shall be liable – even without fault – for all direct and indirect damages resulting from the defect or the
absence of guaranteed features.
8.6. The Supplier undertakes to comply with the attached Code of Conduct for Suppliers, which is also available on the website
(www.hatecke.de) of HATECKE.
8.7. The statutory provisions for the commercial duty to inspect and give notice of defects (Sections 377, 381 of the German
Commercial Code – HGB) shall apply with the following proviso: HATECKE’s obligation to inspect is limited to defects that during
the incoming goods inspection, including examination of the delivery documents (e.g., transport damages, incorrect or short
delivery), or that are detectable during the quality control in random sampling. If acceptance has been agreed upon, there is no
obligation to inspect. In all other respects, it depends on the extent to which an inspection is feasible in accordance with the
regular course of business, taking into account the circumstances of the individual case. HATECKE’s duty to give notice of
defects for defects discovered at a later date remains unaffected. Without prejudice to HATECKE’s duty to inspect, a notice
(notification of defects) by HATECKE shall be deemed prompt and timely if it is sent within 14 working days from discovery or,
in the case of obvious defects, from delivery.
9. Liability
9.1. The Supplier is liable for the impeccable quality and suitability of the delivered goods for the ordinary and intended purpose as
specified in the order, as well as for the presence of the guaranteed characteristics in the delivered goods.
9.2. To the extent that the Supplier is responsible for a product damage, they are obligated to indemnify HATECKE upon first request
from any third-party claims for damages, as long as the cause lies within their sphere of control and organization, and they are
liable in the external relationship. The indemnification obligation also includes all expenses incurred by HATECKE from or in
connection with the assertion of claims by a third party, including the necessary costs of legal representation. The Supplier must
adequately insure against these risks in a customary manner.
9.3. HATECKE shall be liable for damages resulting from the violation of life, body, or health, in case of intent or gross negligence by
HATECKE, its legal representatives, or vicarious agents, as well as for damages covered by a guarantee or assurance granted
by HATECKE, in accordance with legal regulations. In the case of slight negligence, HATECKE shall only be liable for the
replacement of contract-typical and foreseeable damages, and only to the extent that a duty whose proper fulfilment is essential
for the proper execution of the contract and on whose compliance the contracting partner may rely (cardinal duty) has been
violated by HATECKE, its legal representatives, or vicarious agents. Otherwise, liability is excluded to the extent permitted by
law.
10. Ownership, Provision, Mixing
10.1.If HATECKE provides and/or delivers fabrics and materials, these shall remain the property of HATECKE. Any processing or
transformation carried out by the Supplier shall be done on behalf of HATECKE. If the fabrics and materials provided by
HATECKE are processed together with other objects not belonging to HATECKE, then HATECKE shall acquire co-ownership of
the new item in proportion to the value of its fabrics and materials compared to the value of the other processed objects at the
time of processing.
10.2.If the provided items by HATECKE (fabrics/materials) are inseparably mixed with other objects not belonging to HATECKE, then
HATECKE shall acquire co-ownership of the new item in proportion to the value of the reserved item compared to the value of
the other mixed objects at the time of mixing. If the mixing occurs in such a way that the item of the Supplier is to be considered
the main item, it is agreed that the Supplier shall transfer ownership to HATECKE proportionally; the Supplier shall retain sole or
co-ownership for HATECKE free of charge.
11. Property Rights and Confidentiality
11.1.The Supplier is obliged to maintain confidentiality regarding all documents and information received from HATECKE. They may
only be disclosed to third parties with the explicit consent of HATECKE. This confidentiality obligation also extends to personal
data. The duty of confidentiality remains in effect even after the completion or termination of this contract. It will only cease if and
when the information contained in the provided documents has become publicly known. Third parties employed by the Supplier
to fulfil obligations arising from this contract must also be bound by the same confidentiality obligations. In the event of a breach
of these obligations, HATECKE may demand immediate return of the documents and claim damages.
11.2.The conclusion of this contract is to be treated as confidential. The Supplier may refer to their business relationship with
HATECKE in promotional materials only after obtaining written approval from HATECKE. Both HATECKE and the Supplier
undertake to treat all non-obvious commercial or technical details that become known through the business relationship as trade
secrets. Third parties employed by the Supplier to fulfil obligations arising from this contract must also be bound by the same
confidentiality obligations.
11.3.The Supplier guarantees that the delivery of goods/services will not infringe upon the rights of third parties. Should HATECKE
be claimed by a third party regarding such matters, the Supplier is obligated to promptly indemnify HATECKE against all resulting
claims and to defend them. The indemnification obligation also covers all expenses that HATECKE necessarily incurs due to
such third-party claims. This includes the costs of legal representation. The Supplier must adequately insure themselves against
these risks in the customary manner.
12. Final Provisions
12.1.The law of the Federal Republic of Germany shall apply. The provisions of the UN Convention on Contracts for the International
Sale of Goods and legal norms referring to another legal system shall not apply. In the event that copies of these Purchase
Terms and Conditions have been produced in languages other than German, only the German version shall be binding for
HATECKE and the Supplier.
12.2.Supplementary agreements, modifications, or additions shall require written form to be effective, as well as the revocation of the
written form requirement. The written form, as intended in these Purchase Terms and Conditions, shall also be preserved by
email.
12.3.The place of performance is Drochtersen. The place of jurisdiction for disputes arising from or in connection with the contractual
relationship between HATECKE and the Supplier shall also be Drochtersen, provided that the contracting partner is a merchant,
a legal entity under public law, or a special fund under public law.
12.4.Should any provision of these Purchase Terms and Conditions be or become invalid, the validity of the remaining provisions
shall not be affected (Severability Clause).
