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General Terms and Conditions for Services of GmbH

Version December 2023

    1.1 The following General Terms and Conditions for Services (“GTC”) shall apply to all transac-tions between GmbH (“”) and the customer, in particular to all deliver-ies and services of and to all payments and other customer obligations. Terms and conditions of the customer that deviate from or supplement the GTC shall not apply un-less has confirmed them in writing. Unconditional performance or acceptance of payment by shall not constitute acknowledgement of the customer’s terms and conditions, even without objection.
    1.2 Insofar as other contractual provisions in’s order confirmation or in signed deliv-ery contracts contradict these GTC, the other contractual provisions shall take precedence. In all other respects, the various provisions shall apply in parallel.
    2.1 Offers from are generally non-binding.
    2.2 In principle, a contract shall only come into existence upon acceptance of the customer’s order on the basis of an order confirmation by in accordance with its contents.
    2.3 Guarantees (§ 443 BGB [German Civil Code]) shall only apply if makes an explicit declaration to this effect.
    3.1 The agreed prices are euro prices and are generally ex works including packaging unless otherwise agreed (Incoterms 2020).
    3.2 Unless otherwise agreed, value added tax or expenses such as transport and insurance are not included in the price. If no price is agreed upon conclusion of the contract, the price val-id at at that time shall apply.
    3.3 If the costs on which’s calculation is based, in particular for materials, raw mate-rials, energy or freight, change after conclusion of the contract, shall adjust the agreed price to compensate for the change in the profit originally calculated by In this case, must immediately and comprehensibly justify the change in costs and price to the customer – without being obliged to disclose the calculation. The price change shall take effect from the time at which the underlying costs change, but in the case of an increase not before receipt of the justification and notification of the price adjustment. If a price increase exceeds 10%, the customer shall have the right to cancel the service af-fected by the price increase for a fortnight from receipt of the notification by the company. Insofar as the change in the underlying costs is based on a circumstance for which is responsible and which is contrary to the diligence of a prudent businessman, no price increase may be made. does not have to take any measures that lead to a price reduction.
    4.1 Invoices from are due for payment immediately and without deduction. A dis-count shall not be granted.
    4.2 Unless otherwise agreed, default of payment shall occur if the customer does not pay the invoice issued within 15 days of the invoice date, unless the invoice issued has not yet been delivered at this time. Default of payment may also occur in accordance with the law.
    4.3 The customer may only offset his claims against claims of or assert rights of re-tention insofar as his claims/rights have been legally established, are undisputed or are ready for judgement. Offsetting or the exercise of a right of retention by the customer is also possible if the customer’s claim and’s claim are legally based on a reciprocal rela-tionship.
    5.1 may also have services performed by subcontractors. The subcontractor must adhere to the agreements between and the customer.
    5.2 Unless otherwise agreed, agreed delivery times are to be understood as “approximate”. In the absence of an agreement to the contrary, shall comply with the delivery time if the product has left the factory by the end of the delivery time.
    5.3 In the event of a delay in performance,’s liability for damages shall be governed exclusively by law and § 9 of these GTC.
    5.4 Force majeure, in particular unforeseen, unavoidable events for which is not re-sponsible (e.g. effects of war, pandemics, strikes or lawful lockouts, operational disruptions, unforeseeable difficulties in the procurement of materials and energy, obstacles at’s suppliers through no fault of, unforeseen transport delays, lack of en-ergy or raw materials, measures by authorities) shall extend the performance period accord-ingly. In this case, agreed performance dates shall also be postponed accordingly. If the force majeure is not only of temporary duration, both contracting parties shall be entitled to withdraw from the service affected by the force majeure. In this case, claims for damages shall be excluded in the absence of fault. shall inform the customer immediately of the beginning and end of force majeure.
    5.5 In view of the coronavirus crisis that emerged in 2020 and the war in Ukraine in 2022, the parties agree that a situation can always arise unexpectedly in which, through no fault of its own, can only fulfil its contractual obligations under significantly more difficult conditions. In this case, has the right to suspend the provision of services for the duration of the aggravated conditions until either the aggravated conditions end or a solu-tion is worked out with the customer. If’s performance obligations are not only temporarily suspended, both contractual partners are entitled to withdraw from the sus-pended service.
    6.1 If acceptance is required by law or contract, the transfer of risk shall take place at this time. If this is not the case, the risk shall pass to the customer as soon as the product has left the factory, even if assumes the delivery costs. If dispatch or acceptance is delayed or does not take place due to circumstances for which is not responsible, the risk shall pass to the customer as soon as has notified the customer that the product is ready for dispatch or acceptance.
    6.2 If the customer is in default of acceptance, can demand compensation for the resulting damage, unless the customer is not responsible for the breach of duty.
    7.1 All products and materials to be transferred to the customer shall remain the property of (“goods subject to retention of title”) until payment has been made in full.
    7.2 The customer must treat the Reserved Goods with care and insure them adequately at its own expense against theft, fire and water damage, among other things, at replacement val-ue.
    8.1 In the event of a statutory warranty claim, the following provisions shall take precedence over the law. No warranty case shall exist, for example, in the case of normal wear and tear and also not in the case of unsuitable, improper or incorrect use by the customer.
    8.2 If the law on sales applies, the customer must inspect the product delivered by immediately after delivery. If the inspection reveals a defect, the customer must notify of this immediately, at the latest 8 working days after receipt. If a defect is discov-ered later, the customer must notify of the defect immediately, at the latest 3 working days after discovery. Otherwise the product shall be deemed approved. Otherwise, § 377 HGB [German Commercial Code] shall apply.
    8.3 The agreed quality shall be based exclusively on the performance features and specifica-tions expressly set out in the contract. Any further warranty, in particular for a specific pur-pose or for a specific suitability of the services, duration of use or durability, shall only be assumed by if this has been expressly agreed; otherwise, the risk of suitability and use shall lie exclusively with the customer. A use presupposed under the contract only exists if this is expressly stated in the contract, unless the use presupposed under the contract is obvious to both parties.
    8.4 In the event of a warranty claim, shall be obliged, at its discretion, to remedy the defect or to deliver a defect-free item (subsequent fulfilment). shall bear the ex-penses necessary for the purpose of supplementary performance, in particular transport, travel, labour and material costs. Costs shall not be borne insofar as additional costs are in-curred as a result of transporting the item to a location other than the place of fulfilment.
    8.5 With regard to further rights/claims of the customer, in particular to reduction, cancellation and compensation, the law applies, in the case of compensation additionally § 9 of these GTC.
    8.6 The limitation period shall commence one year after delivery of the item or – if legally owed – after acceptance. In the cases of §§ 438 para. 1 no. 1 and 2, 438 para. 3, 634 a para. 1 no. 2 and 3, 634 a para. 3 BGB [German Civil Code], the limitation period stipulated therein shall apply. If is liable for damages under warranty in accordance with the law and § 9 of these GTC, the warranty period for the claim for damages shall be governed by the statu-tory provisions. The provisions of the supplier recourse according to § 445 a BGB shall not apply unless the end customer is a consumer.
    8.7 If a complaint by the customer is unfounded, may charge the customer for ser-vices rendered by at the request or demand of the customer on the basis of such a complaint in accordance with the prices valid at, as well as for additional ex-penses (e.g. travelling expenses).
    9.1 If, the legal representatives, employees or vicarious agents of inten-tionally or grossly negligently violate an obligation, regardless of the type and legal basis, in particular from the contractual relationship or in the case of intentional or grossly negligent commission of an unauthorised act, shall be liable for the resulting damage to the customer in accordance with the law.
    9.2 If, the legal representatives, employees or vicarious agents of merely breach an obligation through simple negligence, regardless of the type and legal basis, in particular from the contractual relationship or in the case of simple negligence in the com-mission of an unauthorised act, claims for damages by the customer against shall be excluded, unless there is a simple negligent breach of a material contractual obligation. In this case,’s liability shall be limited to the foreseeable damage typical for the contract. An essential contractual obligation in this sense is one whose fulfilment is essen-tial for the proper execution of the contract and on whose compliance the customer regular-ly relies and may rely.
    9.3 The above exclusions or limitations of liability shall not apply in the event of liability for culpable injury to life, limb or health, nor in the event of liability for fraudulent concealment of a defect, nor in the event of liability for non-fulfilment of a guarantee of quality, nor in the event of liability under the Product Liability Act.
    9.4 The statutory rules on the burden of proof remain unaffected.
    10.1 All industrial property rights, in particular trademark, patent, utility model and design rights to the documents, concepts, texts, drawings, drafts and services developed by shall remain exclusively with In this respect, the customer may not register any property rights for itself or third parties.
    10.2 All tools, materials, models and devices for the manufacture of a product produced accord-ing to the customer’s specifications shall remain the property of
    10.3 If manufactures according to the customer’s specification or the product is used by in conjunction with products that has not manufactured, the cus-tomer shall indemnify against all claims and costs resulting from the manufac-ture according to specification or from the use with products that has not manu-factured.
    11.1 The customer is obliged to provide the users of the product with all information provided by that is relevant to safety. This information includes, in particular, warning labels, instructions for use, instructions for safe installation and maintenance.
    11.2 The customer must indemnify against all claims and costs resulting from a breach of this obligation.
    12.1 If the product supplied by contains software or firmware with software or if supplies software in addition to the product, the customer shall, unless otherwise agreed, only receive a non-exclusive and non-transferable licence to use a copy of the soft-ware.
    13.1 Unless otherwise agreed, the place of fulfilment for all obligations of the parties shall be the registered office of
    13.2 The exclusive international place of jurisdiction for all disputes arising from the business relationship shall be the Federal Republic of Germany. The exclusive local place of jurisdic-tion shall be the registered office of if the customer is a merchant, a legal entity under public law or a special fund under public law. may also appeal to other le-gally competent courts.
    13.3 The entire business relationship between and the customer shall be governed exclusively by German law to the exclusion of the UN Convention on Contracts for the Inter-national Sale of Goods and private international law.