Terms & Conditions | HCS Hydraulic Control Systems GmbH

General Conditions of Supply and Sale For business transactions with entrepreneurs

I. Supplier / Provider

HCS Hydraulic Control Systems GmbH Neuffeners Str. 29 D-72636 Frickenhausen Phone: + 49 / 7025 – 911 007 EMail: info@h-c-s-gmbh.de Web: www.h-c-s-gmbh.de Commercial register: Stuttgart Local Court (Amtsgericht Stuttgart), HRB 224899 VAT ID No.: DE812919255 Managing Directors authorised to represent: Peter Deuschle, Volker Bremauer

II. Preamble and Definitions

These General Conditions of Supply and Sale (hereinafter the “Conditions”) apply to all supplies and services of HCS Hydraulic Control Systems GmbH in business transactions with entrepreneurs, legal entities under public law and special funds under public law. They are based on the General Conditions for the Supply of Products and Services of the Electrical and Electronics Industry (“Green Supply Conditions” – GL) of the ZVEI e. V., as of January 2022. “Supplier” within the meaning of these Conditions is HCS Hydraulic Control Systems GmbH. “Purchaser” is the respective contractual partner of the Supplier.

III. Articles

Article I: General Provisions

These Conditions shall apply exclusively to the legal relations between Supplier and Purchaser in connection with the supplies and/or services of the Supplier (hereinafter: Supplies). General terms and conditions of the Purchaser shall apply only insofar as the Supplier has expressly agreed to them in writing. The mutually consistent written declarations shall be authoritative for the scope of the Supplies.
The Supplier reserves all industrial-property rights and copyrights, in particular the rights of use and exploitation, in and to cost estimates, drawings and other documents (hereinafter: Documents) without restriction. The Documents may be made accessible to third parties only with the prior consent of the Supplier and, if the order is not placed with the Supplier, shall be returned to it without delay upon request. Sentences 1 and 2 shall apply accordingly to Documents of the Purchaser; these may, however, be made accessible to such third parties to whom the Supplier has permissibly assigned Supplies.
The Purchaser shall have the non-exclusive right to use standard software and firmware with the agreed performance features in unaltered form on the agreed devices. The Purchaser may make a back-up copy of the standard software without express agreement.
Partial deliveries are permissible insofar as they are reasonable for the Purchaser.
The term “claims for damages” in these Conditions also includes claims for the reimbursement of futile expenses.

Article II: Prices, Terms of Payment and Set-off

Prices are ex works, excluding packaging, plus value-added tax at the applicable statutory rate.
If the Supplier has assumed responsibility for erection or assembly and unless otherwise agreed, the Purchaser shall bear, in addition to the agreed remuneration, all necessary ancillary costs such as travel and transport costs as well as expense allowances.
Payments shall be made free the Supplier’s paying office.
The Purchaser may set off only such claims as are undisputed or have been finally determined by a court of law.

Article III: Retention of Title

The items of the Supplies (Reserved Goods) for which the purchase-price claim becomes due immediately, or for which a payment period of up to and including 30 days after delivery, delivery with erection/assembly or receipt of the invoice has been agreed with respect to the due date of the purchase-price claim, shall remain the property of the Supplier until full payment.
In all other cases, the items of the Supplies (Reserved Goods) shall remain the property of the Supplier until all claims to which the Supplier is entitled against the Purchaser arising from the business relationship have been satisfied. If the value of all security rights to which the Supplier is entitled exceeds the amount of all secured claims by more than 20 %, the Supplier shall, at the Purchaser’s request, release a corresponding portion of the security rights; the Supplier shall be entitled to choose between different security rights when effecting the release.
During the existence of the retention of title, the Purchaser is prohibited from pledging the Reserved Goods or transferring them by way of security, and resale is permitted only to resellers in the ordinary course of business and only on condition that the reseller receives payment from its customer or makes the reservation that title shall pass to the customer only once the latter has fulfilled its payment obligations.
Should the Purchaser resell Reserved Goods, it hereby already assigns to the Supplier, by way of security, its future claims against its customers arising from the resale, together with all ancillary rights – including any balance claims –, without the need for any further specific declarations. Where Reserved Goods are resold together with other items without an individual price having been agreed for the Reserved Goods, the Purchaser shall assign to the Supplier that portion of the total price claim which corresponds to the price of the Reserved Goods invoiced by the Supplier.
1. The Purchaser is permitted to process the Reserved Goods or to mix or combine them with other items. The processing is carried out for the Supplier. The Purchaser shall keep the new item thereby created for the Supplier with the care of a prudent businessman. The new item shall be deemed to be Reserved Goods.
2. Supplier and Purchaser already now agree that, in the event of combination or mixing with other items not belonging to the Supplier, the Supplier shall in any case be entitled to co-ownership of the new item in the proportion resulting from the ratio of the value of the combined or mixed Reserved Goods to the value of the other goods at the time of the combination or mixing. In this respect, the new item shall be deemed to be Reserved Goods.
3. The provision on the assignment of claims pursuant to No. 4 shall also apply to the new item. The assignment shall, however, apply only up to the amount corresponding to the value of the processed, combined or mixed Reserved Goods invoiced by the Supplier.
4. Should the Purchaser combine the Reserved Goods with real property or movable property, it shall, without the need for any further specific declarations, also assign to the Supplier by way of security its claim to the remuneration to which it is entitled for the combination, together with all ancillary rights, in the amount of the ratio of the value of the combined Reserved Goods to the other combined goods at the time of the combination.
Until revocation, the Purchaser is entitled to collect assigned claims arising from the resale. Where good cause exists, in particular in the event of default in payment, suspension of payments, the opening of insolvency proceedings, protest of a bill of exchange or justified indications of over-indebtedness or imminent insolvency of the Purchaser, the Supplier is entitled to revoke the Purchaser’s authority to collect. In addition, the Supplier may, upon prior warning and observance of a reasonable period, disclose the security assignment, realise the assigned claims and require the Purchaser to disclose the security assignment to its customer.
In the event of attachments, seizures or other dispositions or interventions by third parties, the Purchaser shall notify the Supplier without delay. Upon credible demonstration of a legitimate interest, the Purchaser shall provide the Supplier without delay with the information required to assert its rights against the customer and hand over the necessary documents.
In the event of breaches of duty by the Purchaser, in particular default in payment, the Supplier is entitled, after the unsuccessful expiry of a reasonable period set for the Purchaser to perform, to take back the goods and also to withdraw from the contract; the statutory provisions on the dispensability of setting a period remain unaffected. The Purchaser is obliged to surrender the goods. The taking back or assertion of the retention of title, or the attachment of the Reserved Goods by the Supplier, shall not constitute a withdrawal from the contract unless the Supplier has expressly declared so.

Article IV: Time for Supplies; Default

Compliance with times for Supplies presupposes the timely receipt of all Documents, necessary permits and approvals, in particular of plans, to be provided by the Purchaser, as well as compliance by the Purchaser with the agreed terms of payment and other obligations. If these prerequisites are not fulfilled in time, the times shall be extended appropriately; this shall not apply where the Supplier is responsible for the delay.
If the failure to meet the times is due to
1. force majeure, e.g. mobilization, war, acts of terrorism, riot, or similar events (e.g. strike, lockout),
2. virus attacks or other attacks by third parties on the Supplier’s IT system, insofar as these occurred despite the exercise of the care customary for protective measures,
3. impediments due to German, US-American or other applicable national, EU or international provisions of foreign-trade law, or due to other circumstances for which the Supplier is not responsible, or
4. the failure of the Supplier’s own suppliers to deliver correctly or in time, the times shall be extended appropriately.
Should the Supplier be in default, the Purchaser may – provided it credibly demonstrates that it has suffered damage as a result – claim compensation for each completed week of default of 0.5 %, but in total no more than 5 % of the price of that part of the Supplies which, on account of the default, could not be used for the intended purpose.
Both claims for damages by the Purchaser on account of delay in delivery and claims for damages in lieu of performance which exceed the limits specified in No. 3 are excluded in all cases of delayed delivery, even after the expiry of any period set for the Supplier to deliver. This shall not apply insofar as liability is mandatory in cases of intent, gross negligence or on account of injury to life, body or health. The Purchaser may withdraw from the contract within the framework of the statutory provisions only insofar as the Supplier is responsible for the delay in delivery. A change in the burden of proof to the detriment of the Purchaser is not connected with the above provisions.
The Purchaser is obliged, upon request by the Supplier, to declare within a reasonable period whether it withdraws from the contract on account of the delay in delivery or insists on delivery.
Should dispatch or delivery be delayed at the Purchaser’s request by more than one month after notice of readiness for dispatch, the Purchaser may be charged storage costs, for each further month commenced, of 0.5 % of the price of the items of the Supplies, but in total no more than 5 %. The parties remain at liberty to prove higher or lower storage costs.

Article V: Passing of Risk

Even in the case of carriage-free delivery, the risk shall pass to the Purchaser as follows:
1. in the case of delivery without erection or assembly, when it has been dispatched or collected; at the Purchaser’s request and expense, the delivery shall be insured by the Supplier against the usual transport risks;
2. in the case of delivery with erection or assembly, on the day of taking over in the Purchaser’s own operation or, where agreed, after successful trial operation.
If dispatch, delivery, the start or performance of erection or assembly, the taking over in the Purchaser’s own operation or the trial operation is delayed for reasons for which the Purchaser is responsible, or if the Purchaser is in default of acceptance for other reasons, the risk shall pass to the Purchaser.

Article VI: Erection and Assembly

Unless otherwise agreed in writing, the following provisions shall apply to erection and assembly:

The Purchaser shall, at its own expense, undertake and provide in good time:
1. all earthworks, construction and other ancillary works outside the Supplier’s line of business, including the skilled and unskilled labor, building materials and tools required for this purpose;
2. the equipment and materials necessary for assembly and commissioning, such as scaffolding, hoisting gear and other devices, fuels and lubricants;
3. energy and water at the place of use, including the connections, heating and lighting;
4. at the assembly site, sufficiently large, suitable, dry and lockable rooms for the storage of the machine parts, apparatus, materials, tools, etc., and appropriate working and recreation rooms for the assembly personnel, including sanitary facilities appropriate to the circumstances; furthermore, the Purchaser shall take, for the protection of the property of the Supplier and of the assembly personnel at the construction site, the measures which it would take to protect its own property;
5. protective clothing and protective devices required due to particular circumstances of the assembly site.
Before the start of the assembly work, the Purchaser shall, without being requested to do so, provide the necessary information on the location of concealed electricity, gas and water lines or similar installations, as well as the required structural data.
Before the start of erection or assembly, the items to be provided and the objects required for the commencement of the work must be available at the erection or assembly site, and all preparatory work must have progressed so far before the start of installation that the erection or assembly can be commenced as agreed and carried out without interruption. Access routes and the erection or assembly site must be levelled and cleared.
If erection, assembly or commissioning is delayed due to circumstances for which the Supplier is not responsible, the Purchaser shall bear, to a reasonable extent, the costs of waiting time and of any additionally required travel of the Supplier or the assembly personnel.
The Purchaser shall certify to the Supplier on a weekly basis the duration of the working hours of the assembly personnel and shall certify the completion of the erection, assembly or commissioning without delay.
If the Supplier requests acceptance of the delivery after completion, the Purchaser shall carry it out within two weeks. Acceptance shall be deemed to have taken place if the Purchaser allows the two-week period to elapse or if the delivery has been put into use – where applicable, after completion of an agreed test phase.

Article VII: Acceptance

The Purchaser may not refuse to take delivery of Supplies on account of insignificant defects.

Article VIII: Material Defects

The Supplier shall be liable for material defects as follows:

The Supplies are free from material defects if, upon passing of risk, they meet the subjective requirements, the objective requirements and the assembly requirements of Section 434 BGB (German Civil Code). Where the parties have entered into an agreement on quality, the question of whether the Supplies meet the objective requirements shall be determined exclusively by that quality agreement. Sentence 2 shall not apply insofar as the last contract in the supply chain is a consumer-goods purchase.
All those parts or services which show a material defect shall, at the Supplier’s option, be repaired, redelivered or re-performed free of charge, provided that the cause of the defect already existed at the time of the passing of risk.
Claims for subsequent performance shall become statute-barred in 12 months from the statutory commencement of the limitation period; the same shall apply to withdrawal and reduction of the price. This period shall not apply insofar as the law, pursuant to Sections 438 (1) No. 2 (buildings and objects for buildings) and 634a (1) No. 2 (defects of construction) BGB, prescribes longer periods, nor in cases of intent, fraudulent concealment of the defect, or non-compliance with a guarantee of quality. Claims of the Purchaser for reimbursement of expenses pursuant to Section 445a BGB (seller’s recourse) shall likewise become statute-barred in 12 months from the statutory commencement of the limitation period, provided that the last contract in the supply chain is not a consumer-goods purchase.
The statutory provisions on suspension of expiry, suspension and recommencement of the periods remain unaffected. The suspension of expiry pursuant to Section 445b (2) BGB shall in any case end at the latest five years after the point in time at which the Supplier delivered the item to the seller. This shall not apply insofar as the last contract in the supply chain is a consumer-goods purchase, or in the cases listed in No. 3 sentence 2.
Notices of defects by the Purchaser shall be given in writing without delay.
In the case of defect claims, payments by the Purchaser may be withheld to an extent that is in reasonable proportion to the material defects which have occurred. The Purchaser has no right of retention if its defect claims are statute-barred. If the notice of defect was given unjustifiably, the Supplier is entitled to demand from the Purchaser reimbursement of the expenses incurred by it.
The Supplier shall be given the opportunity for subsequent performance within a reasonable period.
If subsequent performance fails, the Purchaser may – without prejudice to any claims for damages pursuant to No. 12 – withdraw from the contract or reduce the remuneration.
Defect claims shall not exist in particular in the case of only insignificant deviation from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear or damage arising after the passing of risk as a result of faulty or negligent handling, excessive strain, unsuitable operating materials, defective construction work, unsuitable building ground, or due to particular external influences not assumed under the contract, as well as in the case of non-reproducible software errors. If the Purchaser or third parties carry out improper modifications, installation/removal or repair work, no defect claims shall exist for these and the resulting consequences either.
Claims of the Purchaser for the expenses necessary for the purpose of subsequent performance are excluded insofar as the expenses increase because the object of the delivery has subsequently been taken to a place other than the Purchaser’s establishment, unless the transfer corresponds to its intended use. This shall apply accordingly to the Purchaser’s claims for reimbursement of expenses pursuant to Section 445a BGB (seller’s recourse), provided that the last contract in the supply chain is not a consumer-goods purchase.
Recourse claims of the Purchaser against the Supplier pursuant to Section 445a BGB (seller’s recourse) shall exist only insofar as the Purchaser has not made any agreements with its customer exceeding the statutory defect claims.
Claims for damages by the Purchaser on account of a material defect are excluded. This shall not apply in the case of fraudulent concealment of the defect, non-compliance with a guarantee of quality, injury to life, body or health, or an intentional or grossly negligent breach of duty by the Supplier. A change in the burden of proof to the detriment of the Purchaser is not connected with the above provisions. Further claims, or claims other than those governed by this Article VIII, of the Purchaser on account of a material defect are excluded.

Article IX: Industrial Property Rights and Copyright; Defects in Title

Unless otherwise agreed, the Supplier is obliged to render the delivery free from third-party industrial property rights and copyrights (hereinafter: Property Rights) only in the country of the place of delivery. Insofar as a third party asserts justified claims against the Purchaser on account of the infringement of Property Rights by Supplies rendered by the Supplier and used in conformity with the contract, the Supplier shall be liable to the Purchaser within the period specified in Article VIII No. 3 and in accordance with No. 4 as follows:
1. The Supplier shall, at its option and expense, either obtain a right of use for the Supplies concerned, modify them so that the Property Right is not infringed, or replace them. If this is not possible for the Supplier on reasonable terms, the Purchaser shall be entitled to the statutory rights of withdrawal or reduction of the price.
2. The Supplier’s obligation to pay damages shall be governed by Article XII.
3. The above-mentioned obligations of the Supplier shall exist only insofar as the Purchaser notifies the Supplier in writing without delay of the claims asserted by the third party, does not acknowledge an infringement, and all defensive measures and settlement negotiations remain reserved to the Supplier. If the Purchaser ceases to use the delivery for reasons of damage mitigation or other important reasons, it is obliged to point out to the third party that the cessation of use does not constitute any acknowledgement of an infringement of Property Rights.
Claims of the Purchaser are excluded insofar as it is responsible for the infringement of Property Rights.
Claims of the Purchaser are further excluded insofar as the infringement of Property Rights is caused by special specifications of the Purchaser, by an application not foreseeable by the Supplier, or by the fact that the delivery is modified by the Purchaser or used together with products not supplied by the Supplier.
In the case of infringements of Property Rights, the provisions of Article VIII Nos. 6, 7, 10 and 11 shall apply accordingly to the claims of the Purchaser governed by No. 1 a).
In the case of other defects in title, the provisions of Article VIII shall apply accordingly.
Further claims, or claims other than those governed by this Article IX, of the Purchaser against the Supplier and its vicarious agents on account of a defect in title are excluded.

Article X: Reservation of Performance

Performance of the contract is subject to the proviso that there are no impediments arising from German, US-American or other applicable national, EU or international provisions of foreign-trade law, nor any embargoes or other sanctions.
The Purchaser is obliged to provide all information and documents required for export, transfer or import.

Article XI: Impossibility; Adaptation of Contract

Insofar as delivery is impossible, the Purchaser is entitled to claim damages, unless the Supplier is not responsible for the impossibility. However, the Purchaser’s claim for damages shall be limited to 10 % of the value of that part of the delivery which, on account of the impossibility, cannot be used for the intended purpose. This limitation shall not apply insofar as liability is mandatory in cases of intent, gross negligence or on account of injury to life, body or health; a change in the burden of proof to the detriment of the Purchaser is not connected herewith. The Purchaser’s right to withdraw from the contract remains unaffected.
Insofar as events within the meaning of Article IV No. 2 a) to c) substantially change the economic significance or the content of the delivery or have a substantial effect on the Supplier’s operations, the contract shall be adapted appropriately with due regard to good faith. Insofar as this is not economically reasonable, the Supplier shall have the right to withdraw from the contract. The same shall apply if required export licenses are not granted or cannot be used. Should the Supplier wish to exercise this right of withdrawal, it shall, after becoming aware of the implications of the event, notify the Purchaser thereof without delay, and this even if an extension of the delivery period had initially been agreed with the Purchaser.

Article XII: Other Claims for Damages

Unless otherwise provided for in these Conditions, claims for damages by the Purchaser, on whatever legal grounds, in particular on account of breach of duties arising from the contractual obligation and from tort, are excluded.
This shall not apply insofar as liability is mandatory, for example:
1. under the Product Liability Act (Produkthaftungsgesetz),
2. in cases of intent,
3. in cases of gross negligence on the part of owners, legal representatives or executive employees,
4. in cases of fraud,
5. in the case of non-compliance with a guarantee given,
6. on account of the culpable injury to life, body or health, or
7. on account of the culpable breach of material contractual duties.
However, the claim for damages for the breach of material contractual duties shall be limited to the foreseeable damage typical for the contract, insofar as no other of the aforementioned cases applies.
A change in the burden of proof to the detriment of the Purchaser is not connected with the above provisions.

Article XIII: Venue and Applicable Law

If the Purchaser is a merchant, the sole venue for all disputes arising directly or indirectly from the contractual relationship shall be the Supplier’s registered office. The Supplier is, however, also entitled to bring an action at the Purchaser’s registered office.
This contract, including its interpretation, is subject to German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Article XIV: Binding Nature of the Contract

The contract shall remain binding in its remaining parts even if individual provisions are legally invalid. This shall not apply if adherence to the contract would constitute an unreasonable hardship for one party.

These Conditions are based on the ZVEI “Green Supply Conditions” (GL), as of January 2022, a non-binding recommendation on conditions of the ZVEI e. V., and have been adapted for use by HCS Hydraulic Control Systems GmbH. In the event of any discrepancy between language versions, the German version shall prevail.

As of: 01.01.2026 (Revision R00)