I. Applicable terms and conditions
The legal relations between HBN-Teknik A/S as the supplier (hereinafter referred to as “HBN”) and the Customer are governed by these terms and conditions and any other additional agreements. Amendments and supplements to these
terms and conditions must be made in writing (including electronic data transmission such as e-mails), including waivers to the written form requirement. The Customer’s possible general terms and conditions do not apply unless expressly agreed in writing.
II. Orders
1. All delivery contracts (orders and acceptance) and call-off orders, along with any amendments and supplements to the same, must be made in writing. If the written form requirement is not fulfilled, then the contract becomes valid at the
latest when the order is executed by HBN (implied acceptance of order).
2. In the case that HBN fails to accept the order or the call-off order within three weeks after receipt then the customer has the right to cancel the order.
3. HBN reserves the right to make design changes to the product, as long as these changes do not affect its use and installation.
4. Orders are not binding for HBN, until HBN has issued a corresponding order confirmation to the Customer.
III. Payment
1. Payment must be made according to the agreed conditions and Incoterms® 2022 (or the current valid version thereof).
2. If payment terms have not otherwise been agreed, all payments must be made net 30 days after delivery.
3. If delivery terms have not otherwise been agreed, EXW will apply.
IV. Notice of Defects
1. The Customer must comply with the requirement to examine and notify non-conformity, i.e. to inspect the goods immediately after receipt and to notify HBN in writing immediately of any detected defects. Other defects of the delivery must be reported immediately to HBN in writing as soon as they are identified in the normal course of business.
2. HBN must not accept debit notes of the Customer, unless HBN prior to the debit note has accepted the Customer’s notification of non-conformity.
V. Non-disclosure
1. The contractual parties are obliged to treat any commercial or technical information (in any form whatsoever), which is not public knowledge and has become known to them as a result of the business relationship as confidential.
2. In particular, drawings, sketches, models, samples, tools, test reports, measurement data, procedures, processes, programmes, software, parts lists, price and quantity agreements may not be disclosed to any unauthorised third parties or made available in any other way. The aforesaid remains the property of HBN and the Customer respectively.
The copying of such information is permitted only within the framework of operational requirements and the copyright stipulations.
3. Sub-suppliers have to be bound accordingly.
4. In case of a breach of confidentiality obligations the other contractual party is entitled to claim for the resulting damages.
VI. Dates of delivery
Agreed dates of delivery or deadlines are not binding, unless otherwise agreed in writing.
VII. Delay of delivery
1. HBN must compensate the Customer for damages caused by delay of delivery only in the event of HBN’s wilful intent or gross negligence.
2. In case of HBN’s simple negligence, the damages payable are limited to additional freight costs and refitting costs.
3. If the Customer has unsuccessfully given HBN a reasonable deadline to fulfil delivery obligations or has lost interest in the delivery, then the compensation for damages is limited to the amount of additional expenditure incurred in making covering purchases.
4. HBN is under no circumstances liable for the Customer’s loss of profit and damages caused by disruption of operations, including possible contractual penalties to be paid by
the Customer, and all other indirect damages.
VIII. Force majeure and material increase of raw material prices
1. Force majeure, strikes, unrest, governmental provisions (factory closures, factory restrictions, withdrawal or restriction of factory permits, etc.) and other unforeseeable,
unavoidable and serious events release the contractual partners from their duty to perform their obligations for the period of the disruption and its effects. This also applies if
these events occur at a time when the respective contractual party is in delay. The contractual parties are obliged to provide all required information within reason and without
delay as far as possible to adapt their obligations to the changed circumstances in good faith.
2. HBN has the right to increase the prices agreed with the Customer on a quarterly basis corresponding to increase of the prices of the raw materials (including cost of energy) to
be used by HBN. If the raw material prices increase by more than 10 per cent during a quarter, HBN has the right to increase its prices on customer orders correspondingly with
immediate effect, including on already accepted orders.
IX. Quality and documentation
1. If HBN after careful testing cannot assure the Customer that the possibility of adverse effects can be excluded, HBN must inform the Customer in advance before making any
changes to the product, e.g. in terms of the materials or manufacturing process, enabling the Customer to ascertain whether the planned change will have any adverse effects.
Any changes to the product following this procedure are at the risk of Customer.
2. With regard to initial sample inspections, volume no. 2 of the German Association of the Automotive Industry (VDA) GT Sale & Delivery Version of: November 2022 Page 2 of 3
report, “Ensuring Quality of Supply, production process and product approval PPF”, in the latest version is applicable.
3. If HBN and the Customer have not specified the type and scope of these inspections and the testing equipment and methods to be used, the Customer must, upon HBN’s request, be prepared within the range of the Customer’s expertise, experience and capabilities to discuss the testing procedure with HBN in order to determine the respectively
required state of the testing technology. Moreover, the Customer must inform HBN of all relevant safety legislation.
4. With respect to the documentation and archiving of quality requirements (including special features and characteristics), VDA volume no. 1 “Documentation and Archiving” in
the latest version is applicable.
5. If the authorities that are responsible for vehicle safety, emissions standards etc. demand access to the Customer’s production processes and test reports in order to ensure that
applicable standards are met, HBN must give reasonable assistance to the Customer upon the Customer’s request.
X. Liability for defects
1. In the event of the delivery of defective goods, the Customer may demand the following, if the respective legal requirements and the requirements listed below have been
met, and provided no other agreements have been made:
a) Before start of production (processing or fitting) the Customer must, in the first instance, give HBN the opportunity to either sort out, repair or replace the defective goods (at
the choice of HBN). If HBN is unable to do so, , then the Customer may terminate the contract regarding the delivered defective goods without notice. In urgent cases the Customer may, with the consent of HBN, repair the defect himself or have it repaired by a third party. Any costs arising hereof must be borne by HBN, provided that HBN has given its prior
consent to the reparation. If the same goods are repeatedly supplied in a defective condition, then, after issuing a written notification, the Customer is entitled to withdraw the contract with respect to the goods not yet supplied.
b) If the defect is discovered only after production, despite compliance with the obligation under the terms of Section IV (Notice of Defects), the Customer can claim reparation or
replacement (at the choice of HBN) at HBN’s cost. If HBN is not able to repair or replace the supplied good within reasonable time, the Customer can claim a reduction of the
purchase price.
c) The Customer is entitled for further claims regarding expenses and damages arising from the delivery of defective goods only when this has been agreed beforehand. For any
new agreements made, Section XVI, 1 must be observed. In any event, HBN’s liability arising from the delivery of defective goods for the Customer’s loss of profit, damages caused
by disruption of operations, including possible contractual penalties to be paid by the Customer, and all other indirect damages, are excluded.
2. The parts to be replaced must be made available by the Customer to HBN immediately upon request and at HBN’s expense or properly stored until inspection. If storage includes costs, HBN may request that the defective goods be destroyed.
3. Claims of liability for defects must be made in writing no later than 12 months after delivery after which point in time such claims cannot be made. In the event of rectification of
defects or replacement delivery the warranty period does not commence anew.
4. Claims are excluded insofar as the damages can be attributed to the Customer’s violation or non-observance of the latest operating, maintenance and installation instructions and other technical documentation. Unsuitable or improper use, incorrect or careless handling and normal wearand-tear, or changes to the delivered goods made by the
Customer or a third party have the same effect.
5. In the event of defective goods delivered, the Customer’s claims under the law of the Product Liability Act remain unaffected by this Section X. Guarantees of quality and durability must be expressly defined as such in detail and in writing.
XI. Limitations of Liability
In the absence of any other liability provision within these terms and conditions, HBN is liable for compensation for damages for documented losses incurred by the Customer
caused by HBN in the following cases only:
1. HBN must be liable only for wilful intent or gross negligence (of vicarious agents as well) according to the applicable law. The same does apply in cases of injuries caused as a
result of simple negligence to life, body or health. In case of damage to property and financial loss caused as a result of simple negligence, HBN will only be liable provided an infringement of essential contractual obligations is involved. Essential contractual obligations are those of which the fulfilment makes proper performance of the Agreement possible at all. In these cases, the liability of HBN is limited to the damages foreseeable at the time of conclusion of the Agreement and typical for the Agreement.
2. Claims by the Customer are excluded insofar as the damages can be attributed to violation or non-observance of the latest operating, maintenance and installation instructions
and other technical documentation. Unsuitable or improper use, incorrect or negligent handling, normal wear-and-tear or faulty repair of goods have the same effect.
3. If the Customer intends to raise claims against HBN in accordance with the aforementioned provisions, the Customer must immediately and comprehensively inform and
consult HBN. The Customer must give HBN the opportunity to investigate the damages incurred. HBN and the Customer must then discuss any steps to be taken, in particular settlement negotiations. If HBN instigates a recall, the Customer undertakes to support HBN by all means possible.
4. In no event, can HBN’s total liability for delay of delivery or defects exceed the sales price (VAT excluded) of the delayed or defect products.
XII. Intellectual Property Rights
1. The Customer undertakes to use the supplied goods so as to avoid an infringement of any third party rights.
2. HBN is not liable insofar as HBN has manufactured the supplied goods in accordance with drawings, models or similar other descriptions or information provided by the Customer. In this event the Customer indemnifies HBN against all claims from third parties.
3. The contractual parties agree to give each other the opportunity to counteract any claims resulting of any alleged contraventions.
4. The principles contained in Section XI, 1 – 2 regarding the limitation of liability must apply accordingly. GT Sale & Delivery Version of: November 2022 Page 3 of 3
XIII. Use of the Customer’s means of production and confidential information provided by the Customer Models, matrices, patterns, samples, tools and other means
of production, as well as confidential information provided to HBN by the Customer or fully paid by him, may be used for deliveries to third parties only with the prior written consent of the Customer.
XIV. Retention of title
1. HBN retains ownership of all goods supplied until all claims resulting from the business relationship with the Customer have been settled in full; in this regard all individual deliveries are considered as components of one continuing delivery transaction. The retention of title is a security against any amounts outstanding.
2. If goods supplied are joined with other objects and if one of these objects is to be considered the main object, then the Customer assigns to HBN – insofar as the main object is not already the object(s) delivered by HBN – a co-ownership share of the main object, in proportion to the value of the object(s) provided by HBN at the time of the joining, and
grants HBN indirect possession.
3. If the Customer sells the delivered goods in accordance with the terms of the contract, the Customer assigns to HBN all of the Customers claims against his customer (inclusive of VAT) including any ancillary rights until all of HBN’s claims have been settled in full, irrespective of whether the delivered goods have been sold with or without processing, transformation, joining, mixing or blending as defined in clause 2 above. If there is a reasonable issue – especially if the Customer does not meet his payment obligations – the Customer must upon HBN’s request inform third parties of the assignment and provide HBN with all the necessary information and documentation required for the assertion of his rights. HBN must release securities held insofar as their total value
exceeds the claims being secured by more than 20%. HBN must decide which securities are to be released.
XV. Transfer of risk, acceptance and default in acceptance
1. The transfer of risk is determined according to Incoterms® 2022 (or the current valid version thereof) agreed upon by HBN and the Customer.
2. The Customer must not refuse acceptance on the grounds of a minor defect.
3. If shipment is delayed or is affected due to circumstances which are beyond HBN’s responsibility, the risk is transferred to the Customer at the point in time at which the Customer has been notified that the goods are ready for shipment or acceptance.
4. The obligation to sign an insurance coverage is determined according to Incoterms® 2022 (or the current valid version thereof) as agreed upon by HBN and the Customer.
5. Partial deliveries are permitted.
6. If HBN withdraws from the contract due to reasons attributable to the Customer – especially if the Customer contrary to the contract with HBN refuses to accept the goods
HBN can claim payment of damages in lieu of performance to a value of 25% of the agreed net invoice amount. HBN expressly reserves the right to make additional claims to
the extent HBN’s loss exceeds the already paid compensation.
XVI. General Terms
1. In determining the level of damages to be paid by HBN in accordance with Sections VII, X, XI and XII, consideration must be given in HBN’s favour to HBN’s economic circumstances, the nature, scope and duration of the business relationship, any possible contribution to the cause and/or fault of the Customer and any especially unfavourable assembly situation of the part supplied. In particular the compensation, costs and expenditure to be borne by HBN should be in reasonable proportion to the value of the part delivered.
2. If one of the parties ceases payment or if insolvency proceedings or non-judicial settlement proceedings against said party’s assets are applied for, the other party has the right to withdraw from the yet unfulfilled part of the contract.
3. If any provision of these terms and conditions or of further agreements are or become ineffective, the validity of the rest of the contract must not be affected. The parties are
obliged to replace the ineffective provision with one which is as close as possible to the original one.
4. Unless otherwise agreed, Danish law must apply, including the United Nations Convention on Contracts for the International Sale of Goods dated 11.4.1980. In principle the contractual language is English.
5. The place of performance for delivery of goods is determined according to Incoterms® 2022 (or the current valid version thereof) agreed upon by HBN and the Customer. The
place of performance for payment is Ringsted, Denmark.
6. Any disputes regarding or arising out of these terms and conditions must be settled at the courts of law of Denmark, with the city court of Copenhagen as the court of first instance.
7. In accordance with the Data Protection Act it is hereby notified that HBN stores data relating to the Customer for use within the context of the cooperation.