General Terms and Conditions (GTC) of Herges Detection GmbH (Effective as of: 01.07.2024)

Scope

1.1. These General Terms and Conditions (GTC) apply to all contracts, deliveries, and other services provided by Herges Detection GmbH (hereinafter “Herges Detection”) to entrepreneurs, legal entities under public law, or special funds under public law pursuant to Section 310 (1) of the German Civil Code (BGB). They apply in particular to the sale of explosive detection systems and related products from the Herges Detection portfolio.

1.2. Deviating or supplementary general terms and conditions of the buyer shall not apply unless Herges Detection has expressly agreed to their validity in writing.

Conclusion of contract

2.1. Offers from Herges Detection are non-binding and subject to change. A contract is only concluded upon written order confirmation or delivery.

2.2. Technical modifications and changes in form, colour and/or weight are reserved within reasonable limits.

Prices and terms of payment

3.1. All prices are net ex works (EXW according to Incoterms 2020) plus the applicable statutory VAT, packaging, shipping and, if applicable, insurance.

3.2. The invoice amount is due for payment without deduction within 14 days from the invoice date, unless otherwise agreed in writing.

3.3. In the event of default in payment, Herges Detection is entitled to charge default interest at the statutory rate and a flat-rate default fee in accordance with Section 288 (5) BGB.

3.4. The buyer shall only be entitled to rights of set-off or retention if their counterclaims are legally established, undisputed, or acknowledged by Herges Detection.

Delivery and shipment

4.1. Delivery dates are non-binding unless expressly agreed in writing as binding.

4.2. The risk shall pass to the buyer at the latest upon handover of the goods to the carrier.

4.3. Partial deliveries are permissible if reasonable for the buyer.

Retention of title

5.1. The delivered goods remain the property of Herges Detection until full payment of all claims arising from the contractual relationship has been made.

5.2. The buyer is obliged to handle the goods subject to retention of title with care and, if necessary, to insure them at their own expense against loss and damage.

Warranty

6.1. The statutory warranty rights apply. The warranty period is 12 months from delivery.

6.2. The buyer must inspect the goods immediately upon receipt and notify Herges Detection in writing of any obvious defects without delay, no later than 7 days after receipt.

6.3. In the case of a justified notice of defects, Herges Detection shall, at its discretion, either repair the defect or deliver a replacement.

Liability

7.1. Herges Detection shall be fully liable for intent and gross negligence. In cases of slight negligence, liability shall be limited to the breach of essential contractual obligations (cardinal obligations) and to typical and foreseeable damages.

7.2. Liability for loss of profit, indirect damage, or consequential damages is excluded to the extent permitted by law.

Export control

8.1. The buyer undertakes to comply with all national and international export control regulations and not to transfer the delivered products to any embargoed country or to any sanctioned persons or organisations without prior official approval.

Confidentiality

9.1. Both parties undertake to maintain confidentiality regarding all non-public information obtained in the course of the cooperation.

Jurisdiction, applicable law

10.1. The place of jurisdiction and performance for all disputes arising from the contractual relationship is Kiel, provided the buyer is a merchant, a legal entity under public law or a special fund under public law.

10.2. The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).