Terms and Conditions

1. General



1.1 Scope
These General Terms and Conditions apply in the version valid at the time of contract conclusion for all business relationships between us, HDC Solutions GmbH, Kriegsstr. 13, 85055 Ingolstadt, and you. Should you use conflicting General Terms and Conditions, we hereby expressly object to them.



1.2 Contract Agreement
The contract language is German or English. The display option in other languages serves only as assistance.

To use our service, you must have reached the age of 18.



1.3 Service Description
We specialize in the field of contract development for the conceptualization of energy systems in critical and military infrastructure, as well as the development and distribution of software solutions for predictive operational strategies (hereinafter referred to as "Projects" or "Software"). Here, we adapt the aforementioned projects and software according to individual customer agreements.

Furthermore, HDC Solutions GmbH offers development and consulting services in the area of software development and distribution of system platforms in the renewable energy sector.

Prices are negotiated individually with you.



1.4 Paid Contract Conclusion



1.4.1 Alternative Contract Conclusion
The contract can be concluded through individual offer and acceptance. Unless otherwise agreed, the usual process is that you first make an inquiry (e.g., via email or our online form "individual inquiry"). To prepare an offer, your full address is always required. If the inquiry concerns a development or consulting service, prior consultation with us must have taken place, depending on the order.

You will then receive a binding offer from us, which you can accept within the period specified in the offer. The contract is concluded upon acceptance. We do not separately store the contract text; instead, the contract content results individually from the agreement made.



1.4.2 Further Regulations
Upon receiving your inquiry (see section 1.5.1), we always first check the technical feasibility of your order. For technical reasons, it may happen that certain services and projects cannot be implemented within the desired requirements framework. We will inform you accordingly. We may also reject orders that violate our values. Please note that after the conclusion of the contract, it is no longer possible to make changes or cancellations, as the projects or software adaptation begin immediately. An exception is the agreement for the creation of a separate requirements specification, which occurs during the contract period. If implementation has not yet begun, changes are permissible in consultation with us.



1.5 Subsequent Amendment of the General Terms and Conditions
We are entitled to subsequently amend and supplement the General Terms and Conditions for existing business relationships if changes in legislation or case law require it or if other circumstances lead to a not insignificant disruption of the contractual equivalence. A subsequent amendment of the General Terms and Conditions becomes effective if you do not object within six weeks of being notified of the change. We will explicitly inform you at the start of the period about the effect of your silence as acceptance of the contract amendment and give you the opportunity to submit an explicit declaration during the period. If you object in a timely manner, both we and you may terminate the contractual relationship extraordinarily unless we allow the contractual relationship to continue under the old General Terms and Conditions.





2. Service and Delivery



2.1 Service Provision
We are entitled to fulfill the contract or parts of the contract through third parties. In particular, individual parts or the entire order may be carried out by subcontractors whom we commission for implementation. For this purpose, your data will also be passed on to the respective subcontractor to carry out the order. The processing of your data may also take place outside Germany.



2.2 Partial Deliveries
We are entitled to make partial deliveries if this is reasonable for you. However, in the case of partial deliveries, you will not incur any additional shipping costs.



2.3 Exclusion of Delivery
PO box addresses will not be delivered to.



2.4 Default in Acceptance
If you are in default of acceptance of the goods, we are entitled, after setting a reasonable grace period, to withdraw from the contract and claim damages for delay or non-fulfillment. During the default in acceptance, you bear the risk of accidental loss or deterioration.



2.5 Delivery and Performance Delays
Delivery and performance delays due to force majeure and due to extraordinary and unforeseeable events, which cannot be prevented even with the utmost care on our part and which we are not responsible for (this includes, in particular, strikes, official or judicial orders, e.g., in the case of pandemics, and cases of incorrect or improper self-supply despite a covering transaction), entitle us to postpone the delivery by the duration of the hindering event.



2.6 Performance Time
The delivery or performance times are agreed individually with you and can be found in the offer or on the website. Their observance presupposes that all technical questions between the contracting parties have been clarified in advance. If you wish to make changes or additions after scheduling, the agreed deadlines may no longer be met. The period begins, in the case of advance payment, the day after the payment order is given to the transferring credit institution, or in the case of payment on invoice, the day after the conclusion of the contract. If the last day of the period falls on a Saturday, Sunday, or a public holiday recognized by the state at the place of delivery, the period ends on the next working day.



2.7 Data Delivery (e.g., for commissioned software)
Data will be delivered to you only once. We reserve the right to determine the optimal file formats ourselves unless otherwise agreed or if it is unreasonable for you. You also have no right to the transmission of source files or codes unless agreed. If you still wish to have the source files or codes, you must agree on this separately with us and pay an additional fee.

It is also up to us to decide on the application software used to create the intermediate or final data. The release of development and intermediate data is not owed. The order data will be destroyed or archived by us according to legal requirements after the contract has been fulfilled.



2.8 Preliminary Inspection
If we send or hand over originals to you for preliminary inspection or as samples, you must return them to us undamaged afterward if technically possible, unless otherwise agreed or unless something else results from the purpose of the contract. In case of damage or loss, you must cover the costs necessary for the restoration of the originals. The assertion of further damages remains unaffected.



2.9 Intermediate Acceptances
We reserve the right to carry out intermediate acceptances and make the further execution of our service dependent on your approval. This includes, in particular, the acceptance of project drafts and programming proposals. Based on this, we will then provide our further service.

For test runs and/or acceptance tests, if you cannot inspect them yourself, you must provide authorized employees. If we provide you with test products and/or test versions, specifying a reasonable period for checking correctness and completeness, the test versions and/or test products are considered approved if we do not receive a request for correction by the end of the period. Rejected test versions/test products remain our property, and no right of use is transferred. You may therefore not use them unless we have made a different agreement.





3. Payment



3.1 Prices and Shipping Costs
All prices are exclusive of VAT plus the currently applicable VAT regulations. For contract conclusions, prices are always stated net and gross.

In addition, there are the separately stated costs for packaging and shipping, unless pickup at our business premises is agreed. Please note that customs and import duties may apply, which you must bear yourself and which are not included in the price. Unless otherwise agreed, we are entitled to determine the type of shipment (in particular, transport company, shipping route, packaging) ourselves.



3.2 Payment Methods
For any contract conclusion, only payment by invoice (bank transfer) is possible.



3.3 Invoices
Invoicing takes place upon delivery of the goods or by email. Payment is due upon receipt of the invoice and must be made within the period stated on the invoice, which is at least 7 days. You can find the account details on the invoice. If you are a public sector client, other regulations may apply, which will be agreed individually with you.



3.4 Storage Costs
If the shipment or delivery of the goods is delayed at your request, we reserve the right to charge you the resulting costs (in particular storage costs).



3.5 Advance Payments
We reserve the right to demand a deposit, partial payment, or the full price before the start of the service.



3.6 Late Payment
You are in default of payment if the payment period stated on the invoice is not observed. In case of late payment, interest is calculated at a rate of 5 percentage points above the base interest rate of the European Central Bank, or 9 percentage points above the base interest rate of the European Central Bank for legal transactions in which a consumer is not involved. The assertion of further damages remains unaffected. You retain the possibility to prove that we have incurred no or lower damages.



3.7 Right of Retention
You may only assert a right of retention for such counterclaims that are due and based on the same legal relationship as your obligation.





4. Withdrawal Instructions for Consumers in Distance Selling Contracts



4.1 Exclusion of the Right of Withdrawal for Sales and Work Delivery Contracts
The right of withdrawal does not apply to contracts for the delivery of goods that are not prefabricated and for the production of which an individual selection or determination by the consumer is decisive or which are clearly tailored to the personal needs of the consumer .



4.2 Withdrawal Instructions for Service Contracts



Right of Withdrawal
You have the right to withdraw from this contract within fourteen days without giving any reason.

The withdrawal period is fourteen days from the day the contract is concluded.

To exercise your right of withdrawal, you must inform us ( HDC Solutions GmbH, Kriegsstr. 13, 85055 Ingolstadt, Email: contact@hdc-solutions.de) of your decision to withdraw from this contract by means of a clear statement (e.g., a letter sent by post or email). You may use the attached model withdrawal form, but it is not mandatory.

To meet the withdrawal deadline, it is sufficient for you to send your communication concerning the exercise of the right of withdrawal before the withdrawal period has expired.



Consequences of Withdrawal
If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than fourteen days from the day on which we are informed about your decision to withdraw from this contract. For this repayment, we will use the same means of payment that you used for the initial transaction, unless expressly agreed otherwise with you; in no event will you be charged fees for this repayment.

If you requested that the services begin during the withdrawal period, you must pay us an appropriate amount corresponding to the proportion of the services already provided up to the time you notify us of the exercise of the right of withdrawal with respect to this contract, compared to the total scope of the services provided for in the contract.



– End of Withdrawal Instructions –



Special Notes on the Early Expiry of the Right of Withdrawal
Your right of withdrawal expires prematurely if we have fully provided the service and have only begun executing the service after you have given your express consent and simultaneously confirmed your knowledge that you lose your right of withdrawal upon complete fulfillment of the contract by us.





5. Your Responsibility



5.1 General
You are solely responsible for the content of your transmitted/published data and information. This content must not violate applicable laws or these General Terms and Conditions. You also undertake not to transmit or publish any data whose content violates the rights of third parties (e.g., personal rights, name rights, trademark rights, patent rights, copyrights, etc.). In particular, data with criminal content must not be transmitted or published to us. By transmitting data to us, you confirm that you have complied with copyright laws.



5.2 Indemnification
You indemnify us against all claims made by third parties due to such violations. This includes the reimbursement of costs for necessary legal representation.



5.3 Data Backup
You are jointly responsible for securing the transmitted information. We cannot be held responsible for the loss of your transmitted information, as we do not provide a general data security guarantee.



5.4 Abusive Content or Files
Abusive content or files that you transmit to us will be deactivated or deleted by us without prior notice. Such content/file designs are present, for example, in the following cases:

  • for sending spam,

  • for sending and storing offensive, obscene, threatening, insulting, or otherwise infringing content on the rights of third parties,

  • for sending and storing viruses, worms, Trojans, and harmful computer codes, files, scripts, agents, or programs,

  • for uploading programs that are capable of disrupting, impairing, or preventing operation,

  • with the attempt to gain unauthorized access to our service or individual modules, systems, or applications or to grant such access to third parties,

  • content that violates applicable laws (e.g., personal rights, name rights, trademark rights, patent rights, copyrights, etc.),

  • content with violent, pornographic, or otherwise offensive or criminal content.

Such content/files will not be incorporated into our work. In the case of repeated violations, we reserve the right to refrain from a contractual relationship with you.



5.5 No Functionality Check and No Legal Review
Please note that we do not check your desired projects, software, etc., for their functionality (e.g., marketability) or legal permissibility (e.g., CE conformity or compliance with the EU Machinery Directive) or for fit, unless otherwise agreed. For a legal review or consultation, you must engage a specialist (e.g., a lawyer). We only carry out development and consulting services if you have expressly commissioned us to do so.



5.6 Special Note for Consultations
We are not liable for the improper application and/or implementation of the recommendations contained in our consultations or in the provided documents. You must inform yourself in advance whether our proposed actions are suitable for you or your project or whether they entail further risks. We merely provide you with our consultation. The handling and implementation are solely your responsibility unless we have been commissioned to do so.



5.7 Industry-Specific Knowledge
We would also like to point out that we do not have industry-specific knowledge about your specific company, and you should inform us in advance of all points relevant to you. We do not conduct surveys, investigations, or market research for your planned project or your company. However, we always provide our services to the best of our knowledge and use generally accessible market research documents and information. A specific advertising success is not owed.



5.8 Confidentiality
You are obliged to keep all business and trade secrets (this also includes the "KnowHow" contained in our documents, files, and projects, i.e., our applicable knowledge) that are communicated to you or become known to you during the execution of the contract and that are designated or marked as confidential information confidential. The obligation of confidentiality also applies after the completion of the order.

We also commit to this, unless the order requires disclosure to third parties. For example, we are expressly permitted to process the personal data entrusted to us within the scope of service provision or have it processed by third parties. In the context of a legal dispute, we are also entitled to disclose your internal information to protect our interests without prior release from the obligation of confidentiality. Confidentiality does not apply to information that is generally accessible, published by the other contracting party itself, or has become known from a third party.



5.9 No Maintenance or Updates Outside of Warranty Law
Please note that we do not perform maintenance or update work on your goods unless they fall under warranty law or are agreed upon in advance in connection with a development and manufacturing order. If maintenance or update work is still desired, you are welcome to send us an inquiry, and we will check the feasibility.





6. Retention of Title



6.1 General
If you are a business, the goods, works, and materials delivered by us remain our property until the complete fulfillment of all current and future claims arising from the business relationship. For consumers, only the delivered product from the specific contract remains our property until full payment of the purchase price. You must treat the items under retention of title with care at all times. You assign any claim or compensation you receive for the damage, destruction, or loss of these items to us. You are not entitled to sell, give away, pledge, or assign as security the items delivered to you under retention of title unless otherwise agreed below.



6.2 Seizure and Other Impairments
If the item under retention of title is seized or otherwise impaired by third parties, you must notify us immediately so that an action can be brought under §771 ZPO. If the third party is unable to reimburse the judicial and extrajudicial costs of an action under § 771 ZPO, you are liable for the loss incurred by us.



6.3 Resale
If you are a business, you are entitled to resell the items under retention of title in the ordinary course of business. You hereby assign to us the claims of the buyer from the resale of the items under retention of title up to the agreed invoice final amount (including VAT). This assignment applies regardless of whether the item has been resold without or after processing. You remain authorized to collect the claim even after the assignment. Our right to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as you fulfill your payment obligations from the collected proceeds, are not in default of payment, and in particular, no application for the opening of insolvency proceedings has been filed or there is no cessation of payments.



6.4 Transformation, Processing, or Modification
If you are a business, the processing or modification of the item by you is always carried out on our behalf. In this case, your expectancy right to the item continues in the modified item. If the item is processed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the objective value of the item to the other processed items at the time of processing. The same applies in the case of mixing. If the mixing occurs in such a way that your item is considered the main item, it is agreed that you transfer co-ownership to us proportionally and hold the resulting sole ownership or co-ownership in trust for us. To secure claims against you, you also assign to us those claims that arise for you through the connection of the item under retention of title with real estate against a third party; we accept this assignment now.



6.5 Repossession
In the event of contractually non-compliant behavior by you, particularly in the case of payment default, but also in the event of an application for insolvency proceedings over your assets, we are entitled to repossess the item. In this case, the repossession of the item does not constitute a withdrawal from the contract unless we expressly declare this in writing.



6.6 Release of Securities
If the value of the securities exceeds the value of the secured claims by more than 15 percent, we are obliged to release securities at your request.





8. Our "KnowHow" (= Applicable Knowledge) and Usage and Copyright of Our Documents, Files, and Projects



8.1 General
We hold the copyright or the exclusive right of use for the documents, files, and software provided or created by us.



8.2 Transfer
Upon conclusion of the contract and payment of the agreed amount, you secure only the rights of use for the documents and files for the agreed purpose and the property rights for the specifically created tangible projects. However, without our express consent, you are not entitled to transfer the usage rights granted to you for the documents and files to third parties for a fee or free of charge. The use of the tangible projects created for you is, of course, permitted, subject to section 6 of these General Terms and Conditions.



8.3 Prohibitions
You are not entitled to reverse engineer, decompile, or disassemble the files and projects. This applies only to the extent that applicable law does not expressly permit such possibilities despite this restriction.



8.4 Copyright Notice/Attribution
If we have attached a copyright notice/attribution to the documents, files, and software, you may not remove or alter it without our consent unless we have expressly agreed otherwise with you. In particular, you are not permitted to claim authorship for the documents, files, and software created by us.



8.5 Violation
We reserve the right to claim the damages incurred for every violation of the contractual license conditions, particularly in the case of copyright infringement.



8.6 "KnowHow"
The "KnowHow" contained in our documents, files, and software must always be treated confidentially and may not be disclosed to third parties. This obligation continues even after the end of the contract. Additionally, section 5.8 of these General Terms and Conditions applies. You are also not permitted to claim authorship of this "KnowHow."

We reserve the right, in particular but not exclusively, to reuse the "KnowHow" used by us (especially regarding our digital assets) in our own projects or in projects for third parties, unless this was explicitly excluded at the time of contract conclusion. Please note that any confidentiality agreements concluded with you do not cover the use of our intellectual property. We retain the full right to use this.



8.7 Demand for Return
If our invoice is not settled on time, we also reserve the right to demand the return of all documents, files, and software.





9. Right of Reference
We reserve the right to take photographs of the projects we have implemented and use them as references (e.g., for display on our website). The photographs will be taken in such a way as to protect your privacy (e.g., no photographs showing images of people).





10. Liability



10.1 Limitation of Liability
We, as well as our legal representatives and agents, are liable only for intent or gross negligence. If essential contractual obligations (thus those obligations whose fulfillment is of particular importance for achieving the purpose of the contract) are affected, liability for slight negligence is also assumed. In this case, liability is limited to the foreseeable, contract-typical damage. For entrepreneurs, in the case of grossly negligent breach of non-essential contractual obligations, we are liable only up to the amount of the foreseeable, contract-typical damage.



10.2 Reservation of Liability
The above limitation of liability does not apply to liability for damages arising from injury to life, body, or health. The provisions of the Product Liability Act also remain unaffected by this limitation of liability.



10.3 Liability for Content
We are not liable for incorrect information that you upload or transmit to us. No review of the uploaded/provided content (particularly regarding the infringement of third-party rights) takes place. However, if we become aware of incorrect, inaccurate, misleading, or unlawful information, we will promptly review and, if necessary, remove or not incorporate them into our work. We also do not guarantee the accuracy, timeliness, completeness, quality, or legality of content not originating from us.



10.4 Use of Services
We are not liable for the improper use of the resulting products by you. You must inform yourself in advance whether the resulting products are suitable for your project and can be used for the desired purpose unless otherwise agreed. The other liability clauses and warranty law remain unaffected.





11. Final Provisions



11.1 Jurisdiction
Our registered office is agreed as the exclusive place of jurisdiction for all legal disputes arising from this contract, provided you are a merchant, a legal entity under public law, or a public-law special fund.



11.2 Choice of Law
Unless mandatory legal provisions of your home law oppose it, German law, excluding the UN Sales Convention, is agreed upon.



11.3 Consumer Dispute Resolution Procedure
The EU Commission has created an online platform for the online resolution of disputes concerning contractual obligations arising from online contracts (OS platform). You can reach the OS platform at the following link: http://ec.europa.eu/consumers/odr/. We are neither willing nor obliged to participate in a dispute resolution procedure before a consumer arbitration board.



11.4 Severability Clause
The invalidity of individual provisions does not affect the validity of the remaining General Terms and Conditions.