Terms and Conditions
General Terms and Conditions of HEPLA GmbH (as of May 2026)
Preamble
HEPLA GmbH (hereinafter: HEPLA) operates the manufacture of promotional products and their import. HEPLA maintains the website www.hepla.de for commercial purposes and also offers its customers products and services of various kinds for purchase there – within the framework of distance selling –
The basis of a trusting business relationship is not delivery and payment terms, but cooperation and mutual trust. Nevertheless, HEPLA cannot avoid regulating some points in its General Terms and Conditions for the business relationships with its customers differently or additionally to the statutory provisions, which, unless otherwise specified herein, shall apply as supplementary.
1. Scope of Application
1.1 Customers in the sense of these General Terms and Conditions are exclusively reselling companies and traders (promotional product wholesalers and advertising agencies), i.e., natural or legal persons or partnerships with whom a business relationship is established and who act in the exercise of a commercial or self-employed professional activity (hereinafter: customers). The offer is not directed at consumers within the meaning of § 13 BGB.
1.2. These General Terms and Conditions apply to all deliveries, services, and offers between HEPLA and the customer. The customer's purchasing and order conditions are hereby contradicted, even in advance for all future transactions, unless they have been expressly agreed in writing between HEPLA and the customer. Deviating, opposing, or supplementary terms and conditions will not become part of the contract – even if known – unless their validity has been agreed in writing beforehand. They also apply to entrepreneurs for all future business relationships, even if they are not expressly agreed again. The version valid at the time of the conclusion of the contract is decisive.
1.3 All agreements made between HEPLA and the customer in connection with the purchase contracts are recorded in writing in the General Terms and Conditions and the order confirmation.
2. Offers
2.1 All offers and prices are subject to change regarding technical changes as well as other changes, such as in the form, color, and/or weight of the product or service. The weight and measurement specifications, drawings, explanations, descriptions, and illustrations contained in the product descriptions are – unless produced by HEPLA itself – the industry-standard approximate value and are based on the manufacturer's specifications. These specifications, errors, and changes to the offer remain reserved within the limits of what is reasonable for the customer. Changes to the product range and changes in technical and optical execution are reserved, as long as they are reasonable for the customer.
2.2 In case of errors in calculation as well as in the order confirmation, HEPLA is entitled to correct the stated prices until the completion of the order placed with it (handover of the goods).
3. Conclusion of Contract
3.1 HEPLA assumes no procurement risk. The conclusion of a purchase contract therefore occurs under the condition that in the event of incorrect or improper self-supply by suppliers, it may not perform or only partially perform, unless expressly agreed otherwise in writing in individual cases. HEPLA's liability for intent or negligence remains unaffected.
3.2 The presentation of the products in the catalog, online shop/on the internet (at http://www.hepla.de) does not constitute a legally binding offer, but an informal presentation that invites the submission of an offer. Orders placed by the customer with HEPLA via email (info@hepla.de), by telephone (+49 (0) 5681/9966), or fax (+49 (0) 5681/996800) are offers from the customer, to which the customer is generally bound for a period of 10 calendar days. With his order, the buyer declares bindingly that he wishes to purchase the goods (contract offer). After entering and transmitting the personal data by the customer or by clicking the “order now” button in the final step of the online ordering process, the customer submits a binding order (offer to conclude a contract) for the goods/services contained in the shopping cart. Immediately after placing his order via the webshop, the buyer will initially receive an acknowledgment of receipt from HEPLA via email.
3.3 The acceptance of the order is at HEPLA's discretion. The purchase contract is only concluded with the order confirmation (acceptance of the offer) by HEPLA via email.
4. Prices, Shipping, Packaging, and Insurance Costs
4.1 All prices quoted by HEPLA within the catalog or internet offer are stated in EUR and do not include the statutory value-added tax of currently 19%. These prices are valid exclusively for orders from the respective valid catalog or within the framework of distance selling (via www.hepla.de) and are valid until revoked. The stated prices do not include costs for advertising prints. The price includes advertising printing only if this is expressly noted in the offer.
4.2 Delivery is made ex works. The customer bears the costs for shipping, loading, packaging, and insurance. In the case of the provision of larger quantities of paper and plastic or other materials by HEPLA, HEPLA is entitled to demand immediate payment upon receipt of an invoice by the customer.
5. Payment Terms and Consequences of Default
5.1 The customer can pay the purchase price in advance, by bank transfer, or by SEPA direct debit. HEPLA reserves the right to exclude individual payment methods. In new business relationships, HEPLA expects payment in advance.
5.2 Payments are to be made no later than 14 days after the invoice date.
5.3 HEPLA reserves the right to change the payment terms after the conclusion of the contract if there is a significant deterioration in the customer's financial situation or if he has not fulfilled his contractual obligations to HEPLA in financial terms.
5.4 Tool cost shares are to be paid 1/2 in advance and 1/2 upon sample presentation immediately net/net.
5.5 If the customer is in default, HEPLA is entitled to demand statutory default interest. The right to assert higher interest or further damages on another legal basis remains unaffected.
5.6 The customer has a right of set-off only if his counterclaims have been legally established or recognized by HEPLA. The customer can only exercise a right of retention if his counterclaim is based on the same contractual relationship.
6. Change of Assessment Basis
6.1 Contract Adjustment
If, after the conclusion of the contract, significant and unforeseeable changes occur in the jointly underlying price bases (e.g., raw materials, raw products, exchange rate of the US dollar) for which HEPLA is not responsible, HEPLA reserves the right to adjust the prices accordingly, provided it is not unreasonable for the customer. In this case, the customer is entitled to withdraw from the contract if a price increase of more than 10% is recorded since the conclusion of the contract.
6.2 Subsequent changes (changes after print approval) at the customer's request, including any resulting production downtime, will be charged to the customer.
7. Delivery and Reservation of Delivery
7.1 The shipping method and means are left to HEPLA's discretion unless otherwise agreed in the respective order. Shipping is at the customer's expense and risk even in the case of "free shipments"; transport insurance will be arranged by HEPLA at the customer's expense unless the parties have made another agreement regarding this.
7.2 In the event of force majeure and other unforeseeable, extraordinary, and unavoidable circumstances – e.g., difficulties in procuring materials, operational disruptions, strikes, lack of transport means, official interventions, energy supply difficulties, etc. – even if they occur at suppliers, HEPLA is entitled to a reasonable adjustment of the agreed delivery date or the right to withdraw from the contract.
7.3 If no delivery dates are agreed, but a delivery time measured over certain periods, this begins on the day of dispatch of the order confirmation and ends on the day the goods leave HEPLA or are stored after completion by HEPLA. The delivery time is interrupted for the duration of the customer's review of the proofs, press samples, etc. The interruption occurs from the day the proofs, press samples, etc. are sent by HEPLA to the customer until the day the customer's print release arrives at HEPLA. If the customer requests a change to the order after the order confirmation by HEPLA that affects the production time, a new delivery time begins. In this case, the delivery time begins with HEPLA's confirmation of the changes. HEPLA is entitled to partial deliveries and partial services at any time.
7.4 If an item ordered by the customer is exceptionally not available or the delivery period exceeds two months from the order confirmation, HEPLA will inform the customer of the exact delivery date as soon as possible. Alternatively, that the delivery cannot take place. HEPLA undertakes to refund any received counter-performance immediately.
8. Retention of Title
8.1 HEPLA retains ownership of the delivered goods until all claims from an ongoing business relationship have been fully settled. The customer is obliged to handle the goods with care during the existence of the retention of title.
8.2 As long as HEPLA is still the owner of the goods, the customer must inform HEPLA immediately if third parties assert rights to the goods of any kind. The customer must inform HEPLA immediately in writing of all third-party accesses to the goods, in particular of enforcement measures, as well as of any damage or destruction of the goods. The customer must compensate for all damages and costs arising from a violation of these obligations and from necessary intervention measures against third-party access to the goods. HEPLA is entitled to withdraw from the contract and demand the return of the goods in the event of the customer's breach of contract, particularly in the case of persistent payment default.
8.3 The customer is entitled to resell and transfer the reserved goods in the ordinary course of business or to use them within the framework of a work contract. However, the customer hereby assigns to HEPLA all claims arising from the resale of the reserved goods against third parties as security until all claims of HEPLA against the customer have been settled. The customer is also authorized to collect these claims even after their assignment. HEPLA's authority to collect the claims itself remains unaffected; however, HEPLA undertakes not to collect the claims as long as the customer duly fulfills his payment obligations and is not in default. However, if this is the case, HEPLA may demand that the customer informs HEPLA of the assigned claims and their debtors, provides all necessary information for collection, hands over the relevant documents, and notifies the third-party debtors of the assignment. If the realizable value of the reserved goods exceeds the secured claims from the ongoing business relationships by 20%, HEPLA is obliged to release the reserved goods upon request.
8.4 Any processing or transformation of the reserved goods by the customer is always carried out for HEPLA. If the reserved goods are processed with items not belonging to HEPLA, HEPLA acquires co-ownership of the new item in proportion to the value of the reserved goods to the other processed item(s). The same applies if the goods are processed or mixed with other items not belonging to HEPLA.
9. Tools
Tools, even for customer-protected items, remain the sole property of HEPLA. This also applies if cost contributions, tool cost shares, or whatever they are called, have been paid by the customer for tools or if these cost shares are included in the item price. Upon termination of the collaboration, the customer also has no claim for reimbursement of costs for the tools or fixtures or parts thereof. HEPLA also bears the costs for the maintenance and repair of the tools even in the case of custom-made products.
10. Liability for Defects (Warranty), Written Guarantees
10.1 Liability for defects is excluded in the case of commercially customary and technically unavoidable tolerances regarding color, quality, material, and weight. Under- or over-delivery of up to 10% of the quantity of the relevant type of goods must be reserved for technical reasons. In the manufacture of plastic items and similar goods, the occurrence of a relatively small number of defective goods is technically unavoidable, and a proportion of up to 5% of the total quantity is not to be complained about, regardless of whether the defect lies in the processing or printing. Color deviations between templates, reproductions, color samples in HKS and Pantone, etc. (e.g., different printing colors and materials) do not lead to liability for defects. The same applies to color and material deviations between any proofs and the final print.
10.2 The customer must check the proofs and interim certificates sent for correction as well as the press samples and notify HEPLA of any complaints in writing before a print readiness declaration. The risk of any defects passes to the customer with the print readiness declaration, unless they are errors that only occurred in the production process following the print readiness declaration. The same applies to all customer release declarations for further production (see below 12.)
10.3 For lightfastness, variability, and deviation of material and printing colors, as well as for the quality of coatings, lacquering, impregnation, etc., HEPLA is only liable to the extent that the defects of the materials would have been recognizable before their use with proper inspection by HEPLA.
10.4 HEPLA initially provides warranty for defects in the goods at its own discretion through rectification or replacement delivery. The customer is not entitled to eliminate an existing defect himself or have it eliminated by third parties (self-performance); any costs incurred for this will not be reimbursed to the customer by HEPLA. If the customer uses the complained goods, the complaint is considered void. If the customer complains about the delivery, no piece of the complained goods may be consumed. If this occurs, the complaint is considered void. Defects in part of the delivered goods do not entitle the customer to complain about the entire delivery unless the partial delivery is of no interest to the customer. For significant deviations in the quality of the plastic, paper, and other materials procured by HEPLA, HEPLA is only liable up to the amount of its own claims against the paper and plastic suppliers as well as other suppliers. In such a case, HEPLA is released from its liability if it assigns its claims against the suppliers to the customer.
10.5 Notification of Defects (Complaint of Quality or Quantity Deviations) and Burden of Proof
The customer is obliged to check the goods for any quality or quantity deviations within a reasonable period and to notify HEPLA of any quality or quantity deviations in a timely manner; the complaint is timely if it reaches us within a period of five working days from delivery by the carrier or in the case of hidden defects from discovery. Instead of delivery by the carrier, in the case of collection of the goods ex works, HEPLA's delivery of the goods applies. The complaint must be made in writing and include a detailed description of the quality or quantity deviations. The customer bears the full burden of proof for all prerequisites for claims, in particular for the existence of quality or quantity deviations themselves, for the time of detection of quality or quantity deviations, and for the timeliness of the complaint.
10.6 Deadlines for Liability for Defects
The deadline for liability for defects is one year from the dispatch of the goods ex works. However, the deadline according to 10.6 does not apply as far as HEPLA is liable according to No. 11 of these General Terms and Conditions.
10.7 Warranty Conditions
The mere presentation of the items in the catalog or on the website is to be regarded as a pure description of performance, in no case as a guarantee for the quality or durability of the goods. Guarantees only apply after written agreement.
11. Liability
11.1 According to statutory provisions, HEPLA is fully liable for damages resulting from injury to life, body, or health that are based on an intentional or negligent breach of duty by it, its legal representatives, or its vicarious agents, as well as for other damages that are based on an intentional or grossly negligent breach of duty or deceit by it, its legal representatives, or vicarious agents. Furthermore, HEPLA is fully liable for damages covered by liability under mandatory statutory provisions, such as the Product Liability Act.
11.2 For damages caused by simple negligence, HEPLA is liable to the extent that the negligence concerns the violation of such contractual obligations whose compliance is of particular importance for achieving the contractual purpose or whose fulfillment enables the proper execution of the contract in the first place and on whose compliance the contractual partner may regularly rely; however, liability is limited to the foreseeable, contract-typical, direct average damage.
11.3 In the case of slightly negligent violation of insignificant contractual obligations, HEPLA is not liable to entrepreneurs.
11.4 Any further liability is excluded regardless of the legal nature of the asserted claim; this also applies, among other things, to tort claims.
11.5 To the extent that liability is excluded or limited above, this also applies to the personal liability of employees, workers, staff, and vicarious agents.
12. Corrections and Proofs
12.1 Changes caused by the customer due to the illegibility of his manuscript or required in deviation from the print template will be charged according to the time spent on them. Proofs and press samples must be checked by the customer for typesetting and other errors, marked with the print readiness declaration, and returned to HEPLA. HEPLA is not liable for errors overlooked by the customer – in particular, not for spelling mistakes not discovered by the customer.
12.2 Texts or changes transmitted by telephone require confirmation from the customer in writing. If the customer refuses to send a proof, HEPLA is only liable for typesetting errors based on intent or gross negligence.
12.3 In the case of printing orders and delivered print templates, HEPLA is not obliged to provide the customer with a proof. HEPLA assumes no liability for the design of the print templates.
13. Provision of Materials
Materials provided by the customer, regardless of their type, must be delivered to HEPLA free of charge. Receipt will be confirmed without assuming liability for the accuracy of the quantity stated as delivered. When the customer provides paper or cartons, the packaging material and waste remain the property of HEPLA.
14. Copyrights, Usage Rights
14.1 All copyright usage rights in any process and for any purpose regarding its own sketches, designs, originals, films, or the like remain with HEPLA, subject to any express contrary regulation.
14.2 Production resources, such as films, printing plates, clichés, screens, dies, and tools, remain the property of HEPLA. Templates, final artworks, etc. sent to HEPLA remain with HEPLA unless a return is expressly requested in the order.
14.3 The customer assures that he is the owner of the rights designated by him and that his order does not infringe the rights of third parties. HEPLA assumes that the templates provided by the customer are not encumbered with third-party rights and/or that the customer has the necessary usage rights for the order. HEPLA is not liable for the infringement of third-party rights for a delivery item manufactured according to drawings, developments, or other specifications of the customer.
14.4 If the customer is held liable for the infringement of third-party rights or for the cessation of further use of the delivery item, he must inform HEPLA immediately.
14.5 The customer must indemnify HEPLA against all claims of third parties due to an infringement of rights – of any kind – in connection with the order upon first request.
15. Shops operated by HEPLA for customers (Dealer Shops)
15.1 HEPLA offers its customers (dealers) the opportunity to easily open a webshop for their customers (end customers or industrial customers) that is similar in functionality and appearance to the HEPLA shop and can be individualized by the dealer (“Dealer Shop”). If a dealer takes advantage of this offer, he accepts the following conditions.
15.2 Free of charge and disclaimer of liability. The operation of the dealer shop is free of charge for the dealer and constitutes a voluntary service of HEPLA from which no obligations arise. HEPLA is not liable for failures, technical defects, or data losses in connection with the dealer shop, unless there is intent or gross negligence. HEPLA is entitled to discontinue this service after a reasonable notice period.
15.3 No change in the contractual basis. The opening of a dealer shop does not change the contractual basis between the dealer and HEPLA. In particular, no employment, commercial agency, or other representative relationship is established. No territorial exclusivity or industry exclusivity is granted either.
15.4 Content and editorial templates. The dealer provides the static content displayed in the dealer shop (information pages, General Terms and Conditions, privacy policy, imprint, etc.) and is solely responsible for their accuracy, completeness, and legal compliance. HEPLA provides non-binding templates as editorial support; these do not constitute legal advice. Liability for the suitability, accuracy, or completeness of the templates is excluded.
15.5 Rights to uploaded content. The dealer assures that he holds the necessary usage rights to all content (logos, images, texts, brand names) deposited by him in the dealer shop. He indemnifies HEPLA from all claims of third parties that are asserted against HEPLA due to the use of this content, including reasonable costs of legal defense.
15.6 Content responsibility towards end customers. The dealer is solely responsible for all content displayed in the dealer shop, including product descriptions, prices, and advertising statements. He indemnifies HEPLA from claims of third parties that arise from unfair advertising, incorrect statements, or the infringement of third-party rights in the dealer shop.
15.7 Price formation and billing. The prices displayed in the dealer shop to end customers are prices of the dealer to his end customers and are set by the dealer independently. HEPLA bills the dealer exclusively according to the conditions agreed between HEPLA and the dealer (dealer purchase price).
15.8 Orders from the dealer shop. For orders placed by an end customer in the dealer shop, the following applies:
(i) These constitute legally binding orders from the end customer to the dealer.
(ii) The dealer can choose whether these orders are automatically or only after his express approval forwarded to HEPLA for execution.
(iii) The dealer agrees to accept incoming orders within a typically short period (by approval and forwarding to HEPLA as a vicarious agent) or to reject them. Independent execution by the dealer or forwarding to third parties is excluded.
(iv) In the event of intentional or grossly negligent violation of paragraph (iii), the dealer is liable for the loss of revenue incurred by HEPLA in full. In this case, HEPLA is entitled to terminate the operation of the dealer shop without notice.
15.9 Contractual relationships and payment obligation. The use of the dealer shop results in the following contractual triangle: The end customer order establishes a contract between the end customer and the dealer. The dealer's approval for execution by HEPLA establishes a separate contractual relationship between the dealer and HEPLA. Payment defaults by the end customer, late cancellation attempts, identity theft, or complaints from the end customer towards the dealer do not entitle the dealer to refuse or withhold payment for an order approved by him and executed by HEPLA. HEPLA is only liable to the dealer to the extent that it would be if the dealer had placed the order directly – without using the dealer shop – with HEPLA; in particular, the general warranty and liability provisions of these General Terms and Conditions apply accordingly. A set-off against disputed or not legally established counterclaims of the dealer is excluded.
15.10 Data protection and end customer data. In the technical processing of personal end customer data collected via the dealer shop, HEPLA acts as a processor within the meaning of Art. 28 GDPR. The dealer is the controller within the meaning of the GDPR and is responsible for ensuring the data protection information and rights granting to his end customers. At the dealer's request, the parties will conclude a separate data processing agreement (DPA).
15.11 Termination by the dealer. The dealer can terminate the operation of his dealer shop at any time, without notice and without giving reasons.
16. Final Provisions
The law of the Federal Republic of Germany applies. The provisions of the UN Sales Law do not apply. The exclusive jurisdiction for all disputes arising from this contract is the registered office of HEPLA in 34576 Homberg (Efze). This also applies if the customer has no general jurisdiction in Germany or if the residence or habitual residence at the time of filing the lawsuit is not known.