General Terms and Conditions of HEPLA GmbH

As of June 2026

Preamble

HEPLA GmbH (hereinafter: HEPLA) is engaged in the manufacture and import of promotional products. HEPLA offers commercial customers products and services for purchase at www.hepla.de. These General Terms and Conditions (GTC) govern the business relationship in deviation from or in addition to the statutory provisions, which otherwise apply as supplementary.

1. Scope of Application

1.1 These GTC apply exclusively to entrepreneurs, commercial resellers, and advertising agencies (hereinafter: customers) within the meaning of § 14 BGB. The offer is not directed at consumers (§ 13 BGB).

1.2 The GTC apply to all deliveries, services, and offers from HEPLA, including future transactions. Any conflicting or supplementary purchasing or business conditions of the customer are hereby rejected; they will only become part of the contract with express written agreement. The version valid at the time of contract conclusion applies.

1.3 All contractual agreements are documented in writing in the GTC and the order confirmation.

2. Offers

2.1 Offers and prices are non-binding. Reasonable changes in form, color, weight, technical or optical execution, as well as changes in the product range are reserved. Product descriptions, dimensions, and images are partly based on manufacturer information, represent industry-standard approximate values, and are non-binding.

2.2 In the event of calculation or confirmation errors, HEPLA is entitled to correct the prices until the goods are handed over.

3. Conclusion of Contract

3.1 HEPLA assumes no procurement risk. The conclusion of the contract is subject to the correct and timely self-supply by suppliers, unless the non-supply is attributable to HEPLA.

3.2 Product representations in the catalog or online shop (www.hepla.de) are non-binding invitations to submit an offer. Customer orders (by email or via the online shop) are binding contractual offers to which the customer is bound for 10 calendar days. For online orders, the order receipt is automatically confirmed by email; this does not yet constitute acceptance.

3.3 The purchase contract is only concluded with the order confirmation from HEPLA by email.

4. Prices, Shipping, Packaging, and Insurance Costs

4.1 All prices are in EUR plus the statutory value-added tax (currently 19%). They apply until revoked for orders from the valid catalog or online shop and do not include advertising prints unless expressly stated in the offer.

4.2 Delivery is ex works (EXW). The customer bears the costs for shipping, loading, packaging, and insurance. In the case of larger quantities of materials provided by HEPLA, HEPLA is entitled to issue an immediate invoice.

5. Payment Terms and Consequences of Default

5.1 Payment is made in advance, by transfer, or by SEPA direct debit. HEPLA reserves the right to exclude individual payment methods. In new business relationships, delivery is made against advance payment.

5.2 Payments are due within 14 days from the invoice date.

5.3 In the event of a significant deterioration in the customer's financial situation or financial obligations, HEPLA may adjust the payment terms after the conclusion of the contract.

5.4 Tool cost shares are payable half in advance and half upon presentation of samples immediately net.

5.5 In the event of default in payment, the statutory default interest applies. The assertion of higher default damages remains unaffected.

5.6 The customer is only entitled to offset or withhold rights in the case of legally established or acknowledged counterclaims from the same contractual relationship.

6. Change of Assessment Basis

6.1 In the event of unforeseeable and unavoidable increases in price bases (e.g., raw materials, exchange rates), HEPLA reserves the right to make a reasonable price adjustment. If the increase exceeds 10%, the customer is entitled to withdraw.

6.2 Subsequent changes after print approval at the customer's request (including production downtimes caused by this) will be charged separately to the customer.

7. Delivery and Reservation of Delivery

7.1 The shipping method and means are at HEPLA's discretion. Shipping is at the customer's risk and expense (even in the case of free shipments). A transport insurance will be taken out at the customer's expense unless otherwise agreed.

7.2 Force majeure, strikes, operational disruptions, or unavoidable material shortages (also at suppliers) extend the delivery period appropriately or entitle HEPLA to withdraw.

7.3 Delivery periods begin with the dispatch of the order confirmation. They are interrupted for the duration of the examination of correction proofs or samples by the customer. Subsequent requests for changes from the customer initiate a new delivery period. Partial deliveries and partial services are permissible at any time.

7.4 In the event of unavailability or delivery delays of more than two months, HEPLA will inform the customer immediately. In the case of non-deliverability, any received counter-performance will be refunded.

8. Retention of Title

8.1 The delivered goods remain the property of HEPLA until all claims from the ongoing business relationship have been fully settled. The customer must handle them with care.

8.2 Access by third parties to the retained goods (e.g., seizures) or damages must be reported to HEPLA immediately in text form. The customer bears all intervention and damage costs. In the event of persistent default in payment, HEPLA may withdraw from the contract and demand the return of the goods.

8.3 The customer may resell the retained goods in the ordinary course of business. The customer hereby assigns all resulting claims to HEPLA as security. The customer remains revocably authorized to collect. In the event of default in payment, the customer must disclose the assigned claims and debtors, hand over all documents, and notify the third-party debtors of the assignment. HEPLA will release securities as soon as their realizable value exceeds the claims by more than 20%.

8.4 Any processing or mixing of the retained goods is always done for HEPLA. HEPLA acquires co-ownership of the new item in proportion to the invoice value of the retained goods to the other processed materials.

9. Tools

Tools and fixtures remain the sole property of HEPLA, even if the customer has paid for tool cost shares or the items are protected. Upon termination of the collaboration, there is no entitlement to reimbursement of costs. HEPLA bears the ongoing costs for maintenance and repair of the tools.

10. Liability for Defects (Warranty), Written Guarantees

10.1 Commercially customary or technically unavoidable deviations in color, quality, material, and weight do not establish rights for defects. Industry-standard over- or under-deliveries of up to 10% are permissible for technical reasons. In the case of plastic items, a scrap rate of up to 5% of the total quantity is technically justified. Color deviations between templates, proofs, and the final print do not lead to liability for defects.

10.2 With the print readiness or release declaration, the risk for recognizable defects passes to the customer, unless these only arose in the subsequent production process.

10.3 Liability for lightfastness or material changes (e.g., rubberizing, coating) only applies if the defects were recognizable before processing upon proper inspection by HEPLA.

10.4 The warranty is provided at HEPLA's discretion through rectification or replacement delivery. Self-performance by the customer or third parties is excluded; expenses will not be reimbursed. The commissioning or consumption of disputed goods renders the complaint irrelevant. Partial defects do not entitle the customer to complain about the entire delivery unless the partial delivery is useless for the customer. In the case of significant material defects from suppliers, liability is limited to the assignment of claims from HEPLA against these suppliers.

10.5 Defects or quantity differences must be reported to HEPLA in detail in text form within 5 working days after handover (in the case of hidden defects after discovery). For pickup ex works, the provision is considered handover. The customer bears the full burden of proof for the defect, the time of determination, and the timeliness of the complaint.

10.6 The liability period for defects is one year from delivery ex works. Liability under clause 11 remains unaffected.

10.7 Product presentations in the catalog or on the website do not contain guarantees. Warranty promises require a written agreement.

11. Liability

11.1 HEPLA is fully liable for intent, gross negligence, deceit, injury to life, body, or health, as well as under mandatory provisions such as the Product Liability Act.

11.2 In the case of simple negligence, HEPLA is only liable for the violation of essential contractual obligations (cardinal obligations), the fulfillment of which is necessary for the proper execution of the contract. Liability is limited to the foreseeable, typical average damage.

11.3 In the case of slightly negligent violations of non-essential contractual obligations, liability towards entrepreneurs is excluded.

11.4 Further liability is excluded regardless of the legal nature of the claim (including tort claims).

11.5 These liability limitations also apply to the personal liability of employees, staff, and agents of HEPLA.

12. Corrections and Proofs

12.1 Changes caused by illegible templates or subsequent requests from the customer will be charged based on working time. The customer must check correction proofs and return them approved. HEPLA is not liable for errors overlooked by the customer.

12.2 Telephone instructions or changes require confirmation from the customer in text form. If the customer waives a correction proof, HEPLA is only liable for typesetting errors in cases of intent or gross negligence.

12.3 HEPLA is not obliged to create correction proofs. No liability is assumed for the design of provided templates.

13. Material Provision

Materials provided by the customer must be delivered to HEPLA free of charge. The receipt of goods is confirmed without guarantee for the accuracy of the quantity. In the case of faulty processing of the provided materials, liability for the material itself (material value) is excluded; HEPLA's liability is limited exclusively to the re-execution of the processing service. Packaging materials and waste remain the property of HEPLA.

14. Copyrights, Usage Rights

14.1 Copyright and usage rights to sketches, designs, originals, and templates created by HEPLA remain with HEPLA.

14.2 Production tools (films, printing plates, screens, tools, etc.) remain the property of HEPLA. Customer templates will only be returned upon express request noted in the order.

14.3 The customer assures that their templates do not infringe on third-party rights. HEPLA is not liable for infringements of rights based on specifications, drawings, or information provided by the customer.

14.4 The customer must inform HEPLA immediately about any claims from third parties due to alleged legal infringements.

14.5 The customer indemnifies HEPLA from all claims by third parties due to legal infringements in connection with the order upon first request.

15. Shops Operated by HEPLA for Customers (Dealer Shops)

15.1 HEPLA optionally offers customers (dealers) the provision of a customizable webshop for their end customers ("Dealer Shop"). The use is subject to these conditions.

15.2 The operation of the dealer shop is a free, voluntary service from HEPLA. HEPLA is not liable for outages, defects, or data losses except in cases of intent or gross negligence and may terminate the service with reasonable notice.

15.3 The opening does not establish a representation, commercial agency, employment, or exclusivity relationship.

15.4 The dealer is solely responsible for static content (GTC, imprint, data protection, etc.). Templates provided by HEPLA serve as support, are non-binding, and do not constitute legal advice; liability for this is excluded.

15.5 The dealer ensures that they hold all usage rights to uploaded content (logos, images, trademarks) and indemnifies HEPLA from any related claims from third parties, including legal defense costs.

15.6 The dealer is solely responsible for product descriptions, prices, and advertising statements in the shop and indemnifies HEPLA from competitive or protective claims from third parties.

15.7 The dealer independently calculates end customer prices. HEPLA invoices the dealer exclusively according to the conditions agreed between HEPLA and the dealer (dealer purchase price).

15.8 End customer orders constitute legal contracts between the end customer and the dealer. They are automatically or upon approval by the dealer forwarded to HEPLA for execution. The dealer must accept or reject orders promptly; self-execution or forwarding to third parties is excluded. In the event of culpable non-compliance, the dealer is liable for lost sales, and HEPLA may immediately suspend the shop.

15.9 End customer complaints, payment defaults, identity theft, or late cancellations do not release the dealer from their payment obligation to HEPLA for approved orders. Warranty and liability are subject to the general provisions of these GTC accordingly. Offsetting with disputed counterclaims is excluded.

15.10 HEPLA processes personal end customer data as a processor (Art. 28 GDPR). The dealer remains the data controller. Upon request, a separate data processing agreement (DPA) will be concluded.

15.11 The dealer may terminate the shop operation at any time without notice and without giving reasons.

16. Final Provisions

The law of the Federal Republic of Germany applies, excluding the UN Sales Convention. The exclusive place of jurisdiction for all disputes is the registered office of HEPLA in 34576 Homberg (Efze).