General Terms and Conditions of Sale
Applicable to domestic and international business transactions with traders (sec. 14 German Civil Code (Bürgerliches Gesetzbuch – “BGB”)), legal entities under public law, and special funds under public law.
1. SCOPE
1.1 These General Terms and Conditions of Sale (hereinafter “Terms and Conditions”) apply to all business transactions between us and our customers (hereinafter “Buyers”). Our Terms and Conditions apply in particular to contracts concluded via our online ordering platform www.instawerk.de for the sale and/or delivery of movable items, specifically custom-manufactured technical components, based on a component configurator and price calculation tool (hereinafter also “Goods”), regardless of whether we manufacture the Goods ourselves or purchase them from suppliers (secs. 433, 650 BGB). They shall apply as a framework agreement, in the ver-sion valid at the time of the Buyer’s order or, in any case, in the version last communicated to the Buyer in writing, also to future contracts for the sale and/or delivery of Goods with the same Buyer, without our having to refer to them again in each individu-al case.
1.2 These Terms and Conditions apply exclusively. Any terms and conditions of the Buyer that conflict with, are in addition to, or deviate from these Terms and Conditions shall not form part of the contract unless we have expressly agreed to their validity in writing. These Terms and Conditions shall also apply if we carry out a delivery to the Buyer without reservation, even though we are aware of the Buyer’s conflicting or deviating terms and con-ditions.
1.3 Any individual agreements made with the Buyer on a case-by-case basis (including ancillary agreements, additions, and amendments) shall in all cases take precedence over these Terms and Conditions. Unless proven otherwise, the content of such agreements shall be governed by a written contract or written confirmation from us.
1.4 Any rights to which we are entitled under applicable law in addi-tion to these Terms and Conditions remain unaffected.
1.5 Any legally significant statements or notices from the Buyer re-garding the contract (e.g., setting a deadline, notice of defects, withdrawal, or reduction in price) shall be made in writing. For the purposes of these Terms and Conditions, transmission by email, or similar (simple) electronic text form shall be deemed sufficient to satisfy the written form requirement.
1.6 Where Incoterms are used, the Incoterms® published by the International Chamber of Commerce in Paris (ICC) shall apply in the version in effect at the time the contract is concluded.
1.7 References to applicable legal provisions are for clarification purposes only. Even in the absence of such clarification, the ap-plicable legal provisions remain in effect unless they are directly modified or expressly excluded in these Terms and Conditions.
2. PRODUCT SPECIFICATION AND CONCLUSION OF THE CONTRACT
2.1 The Goods shall be manufactured exclusively in accordance with the specifications provided in writing or in electronic form by the Buyer, such as
2.1.1 a 3D model
2.1.2 a technical drawing (which is decisive for surface finish, toler-ances, and other characteristics)
2.1.3 other essential product characteristics (e.g., desired material, any post-processing, and quality/certification requirements, etc.)
(hereinafter collectively „Product Specifications“).
2.2 The Buyer may use the online ordering platform www.instawerk.de, specifically the “Instant Quote” button, to ei-ther order the Goods directly or request an offer (Sec. 2.2.1 be-low). In addition, the Buyer may also request an offer via the contact form (Sec. 2.2.2 below) on the online ordering platform www.instawerk.de by clicking the “Request Over E-Mail” button. An offer request may also be submitted via email independently of the online ordering platform www.instawerk.de (Sec. 2.2.3 be-low).
2.2.1 “Instant Quote” button. If the Buyer selects the “Instant Quote” option on the online ordering platform www.instawerk.de, it can first upload the desired Product Specifications via an electronic order form or an order pro-cess, or enter them using a corresponding input form. The Buyer may then either submit a binding offer by clicking the “Instant Online Order” button (first bullet point below) or re-quest a non-binding offer by clicking the “Mail Request” button (second bullet point below).
▪ If the Buyer selects the “Instant Online Order” option, it will be given the opportunity, before submitting the order, to check that the order details are correct – particularly with regard to price and quantity – and to correct them if necessary. To this end, the Buyer will be shown the key terms of the contract, in particular the Product Specifica-tions it has uploaded, the price of the Goods calculated automatically via the product pricing tool, shipping and additional costs, and the total price made available or dis-played in a clear, comprehensible and prominent manner immediately before the Buyer submits its order. Before submitting the order, the Buyer may view and amend the details at any time. However, the offer can only be sub-mitted and transmitted if the Buyer accepts these Terms and Conditions by clicking the button “I accept the Gen-eral Terms and Conditions of InstaWerk GmbH” and thereby incorporates them into its offer. In addition, the ordering process on the online ordering platform www.instawerk.de is designed such that, by placing an order, the Buyer expressly confirms that it is committing to make a payment. The corresponding button is labelled “Place order with obligation to pay.” The contract text and order details are made available prior to the conclusion of the contract and may be printed and saved by the Buyer. After completion of the ordering process, the contract text is not stored further. By submitting the order, the Buyer makes a legally binding offer, which we may ac-cept within a reasonable period by sending an order con-firmation to the Buyer in writing (see Sec. 2.5 below). The confirmation of receipt of the Buyer’s order, which is sent electronically immediately after receipt of the order, does not yet constitute acceptance.
▪ If the Buyer selects the “Mail Request” option, an offer will be requested from us based on the Product Specifica-tions provided by the Buyer via the electronic order form or the ordering process.
2.2.2 “Request Over E-Mail” button. If the Buyer selects the “Re-quest Over E-Mail” option on the online ordering platform www.instawerk.de, it can request an offer from us by filling out an electronic order form and providing the Product Specifica-tions.
2.2.3 Email. In addition, regardless of the ordering platform, the Buyer can request an offer from us by email, providing the Product Specifications.
2.3 We generally prepare customized offers within three business days and send them to the Buyer in writing (via email). We are under no obligation to submit an offer to the Buyer in response to a request for an offer – regardless of whether such a request is made via the online ordering platform or by email.
2.4 Our offers and cost estimates are subject to change and non-binding unless they are expressly designated as binding. This also applies if we provide the Buyer with catalogues, technical documentation (e.g., drawings, plans, calculations, cost esti-mates, references to DIN standards), other product descrip-tions, or documents.
2.5 An order for Goods placed by the Buyer – whether through a direct order via the online ordering platform or in response to an offer sent by us – becomes binding on us only when we confirm it by means of a written order confirmation sent in a separate email or upon delivery of the Goods to the Buyer. Our silence regarding orders, requests, or other statements by the Buyer shall only be deemed consent if this has been expressly agreed in writing. If the order confirmation from us contains obvious er-rors, typographical errors, or calculation errors, it is not binding on us.
2.6 Illustrations, drawings, weight and dimension specifications, and other descriptions of the Goods contained in the documents ac-companying the offer are only approximate unless they are ex-pressly designated as binding. They do not constitute an agreement or a guarantee regarding the corresponding quality of the Goods.
2.7 References to any legal norm refer to the most recent valid ver-sion.
2.8 Any agreement regarding a warranty or procurement risk must be set forth in an express, separate written agreement to be ef-fective.
3. DELIVERY, DELIVERY TIMES, DELIVERY DELAYS, RESER-VATION OF THE RIGHT TO SELF-SUPPLY
3.1 Unless otherwise expressly agreed, delivery shall be made DAP in accordance with Incoterms® 2020 at the Buyer’s place of business. At the Buyer’s request and expense, we will ship the Goods to a different destination (hereinafter “Sales Shipment”), in which case we are entitled to determine the method of ship-ment (in particular the carrier, route, and packaging) ourselves.
3.2 The scope of the Goods to be delivered shall be determined by our order confirmation; in the absence of such, it shall be deter-mined by the agreement reached with the Buyer in each individ-ual case. Any changes to the scope of delivery must be con-firmed by us to be effective. We reserve the right to make changes to the design and form of the Goods or to their con-struction, provided that such changes are not significant and are reasonable for the Buyer.
3.3 We are entitled to make partial deliveries, provided this is rea-sonable for the Buyer. The Buyer is obligated to accept and pay for partial deliveries, unless acceptance of the partial delivery is unreasonable for the Buyer or impairs the Buyer’s other con-tractual rights.
3.4 Delivery dates or delivery periods (“Delivery Times”) are agreed upon individually or specified by us in the order confir-mation. If the Delivery Time is stated in working days, this refers to business days (Monday through Friday, excluding public holi-days at InstaWerk’s headquarters). Unless a specific Delivery Time has been agreed upon individually, the Delivery Time is ap-proximately four calendar weeks from the conclusion of the con-tract. Delivery Times stated by us are non-binding unless they have been expressly confirmed by us in writing as a “binding delivery date” or “binding delivery period.”
3.5 A Delivery Time begins with the dispatch of the order confirma-tion by us, but not before the Buyer has provided all necessary documents, permits, and approvals, the agreed-upon down payment has been received, and the Buyer has fulfilled any oth-er required obligations in a timely and proper manner.
3.6 If the Buyer fails to fulfil contractual obligations – including obliga-tions to cooperate or ancillary obligations – in particular the opening of a documentary credit, the provision of domestic or foreign certificates, the payment of an advance, reviewing draw-ings or samples, or similar obligations – we are entitled to rea-sonably postpone our Delivery Times – without prejudice to our rights arising from the Buyer’s default – in accordance with any changes in the availability of production capacity at our suppli-ers.
3.7 Agreed Delivery Times are met if we make the Goods available at the place of delivery by the time they expire or – in the case of a Sales Shipment in accordance with Sec. 3.1 – hand them over to the person designated to carry out the transport, or if the Buyer has notified us of its refusal to accept delivery.
3.8 Since we source some or all of our Goods from other manufac-turers, delivery of our Goods is subject to the condition that we receive full and timely delivery from our suppliers, provided that we have entered into a corresponding covering transaction and can provide proof of this to the Buyer.
3.9 In the events described in Sec. 3.8, we will notify the Buyer im-mediately and, at the same time, provide the estimated new De-livery Time. If the Goods are not available even within the new Delivery Time, we are entitled to withdraw from the contract in whole or in part; we will promptly refund any payment already made by the Buyer. In this case, the Buyer shall have no claims for damages against us; this does not apply if we are at fault. Any liability on our part is subject to the limitations set forth in Sec. 10.
3.10 Unforeseeable, unavoidable events beyond our control and for which we are not responsible (“Force Majeure”), such as, for example,
3.10.1 operational disruptions of any kind;
3.10.2 fire, natural disasters, weather, floods;
3.10.3 war, insurrection, terrorism;
3.10.4 transportation delays, strikes, lockouts, or curfews;
3.10.5 shortages of energy or raw materials;
3.10.6 labour shortages;
3.10.7 epidemics, pandemics;
3.10.8 delays in the issuance of any necessary official permits, offi-cial/governmental measures or prohibitions (e.g., sanctions, embargoes, or other export control regulations)
shall release us from the obligation to deliver or perform on time for the duration thereof. Agreed delivery and performance peri-ods or dates shall be extended by the duration of the disruption; the Buyer shall be notified of the occurrence of the disruption in an appropriate manner. If the end of the disruption is not fore-seeable or if it lasts longer than two months, either party is enti-tled to withdraw from the affected contract.
3.11 The occurrence of a delay in delivery is determined in accord-ance with statutory provisions. In any case, however, the Buyer must issue a formal notice of default.
3.12 If we are in default of delivery, the Buyer may demand lump-sum compensation for the damages resulting from the delay. The lump-sum compensation amounts to 0.5% of the net price (de-livery value) for each full calendar week of delay, but in no case shall it exceed a total of 5% of the delivery value of the Goods delivered late. We reserve the right to prove that the Buyer has incurred no damage at all or only significantly less damage than the above lump sum.
3.13 The Buyer is entitled to cancel the contract or claim damages due to a delay in delivery only if we are responsible for the delay.
3.14 If the Buyer has entered into a framework agreement with us for future deliveries of Goods and the Buyer fails to call off the Goods in a timely manner, we are entitled, after a reasonable grace period has expired without result, to deliver the Goods and invoice the Buyer, to withdraw from the contract, or, if the Buyer has acted negligently, to claim damages in lieu of perfor-mance.
3.15 The Buyer’s rights under these Terms and Conditions, as well as our contractual and statutory rights – particularly in the event of an exemption from the obligation to perform (e.g., due to im-possibility or unreasonableness of performance and/or subse-quent performance) – remain unaffected.
4. DEVOLUTION OF RISK, ACCEPTANCE; DELAY OF AC-CEPTANCE
4.1 The risk of accidental loss and accidental deterioration of the Goods passes to the Buyer in accordance with the agreed Inco-terms® clause, but no later than upon delivery. In the case of a Sales Shipment, however, the risk of accidental loss and acci-dental deterioration of the Goods, as well as the risk of delay, passes to the Buyer upon delivery of the Goods to the forward-ing agent, carrier, or any other person or entity designated to carry out the shipment. If acceptance has been agreed upon, this shall be decisive for the transfer of risk. In all other re-spects, the statutory provisions of the law governing contracts for work and services shall apply mutatis mutandis to an agreed acceptance. The handover or acceptance shall be deemed to have taken place even if the Buyer is in default of acceptance.
4.2 If the Buyer is in default of acceptance, fails to cooperate, or if the loading or transport of the Goods is delayed for any reason attributable to the Buyer, we are entitled, at the Buyer’s expense and risk, to store the Goods at our discretion, take all measures deemed appropriate to preserve the Goods, and invoice the Goods as delivered. The same applies if Goods reported as ready for shipment are not called off within four business days. The statutory provisions regarding default of acceptance remain unaffected.
4.3 Without prejudice to the provision in Sec. 9.6, the Buyer is obliged to inspect the Goods upon delivery for any visible exter-nal damage, to report any such damage to the carrier responsi-ble for the delivery, and to obtain a written confirmation of such report. If the Buyer fails to comply with this obligation, the Buyer shall be liable to us for any resulting damages.
4.4 If and to the extent that we, as a packaging manufacturer, are to be regarded as such under sec. 15 para. 1 sentence 1 German Packaging Act (Verpackungsgesetz – “VerpackG”), we are ob-ligated to take back used, completely empty packaging of the same type, shape, and size as that which we have placed on the market, free of charge, at the place of actual delivery or in its immediate vicinity, in order to return it to reuse or recycling. This ensures that the packaging material is returned to the recycling cycle. By providing information on return options, we aim to achieve better results in the return of packaging and ensure a contribution to meeting the European recycling targets under EU Directive 2008/98/EC. Notwithstanding the foregoing, the Buyer and we agree, pursuant to sec. 15 para. 1 sentence 4 VerpackG, that the Buyer shall assume these take-back obliga-tions pursuant to sec. 15 VerpackG with respect to the packag-ing materials delivered by us to the Buyer and to ensure the proper and appropriate recycling of the packaging on our behalf. The costs incurred for take-back and recycling shall be borne by the Buyer.
4.5 If the Buyer is a final distributor within the meaning of sec. 3 pa-ra. 13 VerpackG, it is obligated under sec. 15 para. 1 sen-tence 5 VerpackG, to inform end consumers, through appropri-ate measures and to an appropriate extent, about the possibility of returning packaging within the meaning of sec. 15 para. 1 sentence 1 nos. 1 to 5 VerpackG and its meaning and purpose.
5. PRICES
5.1 The agreed price in EURO, as stated in the order confirmation, applies, plus value added tax (“VAT”).
5.2 The statutory VAT is not included in the price and will be shown separately on the invoice at the statutory rate in effect on the date of invoicing.
5.3 Unless otherwise agreed, prices are quoted DAP (according to Incoterms® 2020), however excluding packaging. In the case of a Sales Shipment according to Sec. 3.1, the Buyer shall bear the transportation costs as well as the costs of any cargo insurance requested by the Buyer. Any customs duties, fees, taxes, and other public charges shall be borne by the Buyer, even if this deviates from any agreed Incoterm.
6. TERMS OF PAYMENT
6.1 Unless otherwise agreed, payments must be received by us no later than 14 calendar days after the invoice date and delivery or acceptance of the Goods, without any deductions. However, even within the context of an ongoing business relationship, we are entitled at any time to make a delivery, in whole or in part, only against advance payment. We shall declare such a reser-vation no later than upon order confirmation. A discount must be specifically agreed upon and will only be granted if the Buyer is not in default on other invoices. A payment is deemed to have been made when we have access to the amount.
6.2 Upon expiration of the above payment deadline, the Buyer shall be in default. During the period of default, interest shall accrue on the purchase price at the applicable statutory interest rate. We reserve the right to claim further damages resulting from the default. Our claim to commercial default interest (sec. 353 Ger-man Commercial Code (Handelsgesetzbuch – “HGB”)) remains unaffected in dealings with merchants.
6.3 The Buyer’s counterclaims entitle it to set off and to assert a right of retention only if they have been legally established or are undisputed. Furthermore, the Buyer can only assert a right of retention if its counterclaim is based on the same contractual re-lationship. In the event of defects in the delivery, the Buyer’s counterclaims remain unaffected, in particular pursuant to Sec. 9.9 sentence 2 of these Terms and Conditions.
6.4 If the Buyer defaults on payment, we are entitled to demand im-mediate payment of all amounts arising from the business rela-tionship, even if they are not yet due. In addition, we are entitled to withhold further deliveries.
6.5 If, after the conclusion of the contract, it becomes apparent that our claim to the purchase price is at risk due to the Buyer’s ina-bility to pay (e.g., due to a petition for the opening of insolvency proceedings), we are entitled, in accordance with statutory pro-visions, to refuse performance and – if necessary, after setting a deadline – to withdraw from the contract (sec. 321 BGB). In the case of contracts for the manufacture of non-fungible Goods (custom-made items), we may declare our withdrawal immedi-ately; the statutory provisions regarding the dispensability of setting a deadline remain unaffected.
6.6 If the Buyer does not specify which debt to pay, the debt due shall be paid first; among several debts due, the one offering us the least security; among several debts of equal security, the one most burdensome to the Buyer; among several debts of equal burden, the older debt; and, if the debts are of equal age, each debt shall be paid in proportion.
7. DATA PROTECTION
7.1 We collect and process only the personal data necessary for the ordering process and the performance of the contract. Inso-far as the personal data pertains to the Buyer, we process it pursuant to Art. 6 para. 1 sentence 1 lit. b) General Data Protec-tion Regulation (“GDPR”). Insofar as the personal data pertains to third parties (e.g., the Buyer’s employees), we process it pur-suant to Art. 6 para. 1 sentence 1 lit. f) GDPR.
7.2 If the personal data of third parties for whom consent is required is involved, the Buyer shall ensure that the transfer of personal data to us – specifically in connection with the ordering process – is supported by the consent of the third parties concerned and indemnifies us against all related claims and demands by third parties. Art. 82 GDPR remains unaffected.
7.3 The Privacy Policy is available on our website and provides de-tailed information on how we handle customer data.
8. RETENTION OF TITLE
8.1 We reserve title to the Goods sold (“Goods Subject to Reten-tion of Title”) until all of our current and future claims arising from the purchase agreement and an ongoing business rela-tionship (secured claims) have been paid in full.
8.2 The Goods Subject to Retention of Title may not pledged to third parties or transferred as security until the secured claims have been paid in full. The Buyer shall notify us immediately in writing if and to the extent that third parties attempt to seize Goods Subject to Retention of Title.
8.3 The Buyer is obliged to treat the Goods Subject to Retention of Title with due care for the duration of the Retention of Title. In particular, the Buyer is obliged to insure the Goods Subject to Retention of Title at its own expense against fire, water damage, and theft at replacement value. The Buyer hereby assigns to us all claims for compensation arising from this insurance. We hereby accept the assignment. If such an assignment is not permissible, the Buyer hereby instructs its insurer to make any payments only to us. Any further claims on our part remain unaf-fected. Upon request, the Buyer shall provide us with proof of the insurance policy.
8.4 If the Goods Subject to Retention of Title are combined with oth-er items that do not belong to us to form a single item, we shall acquire co-ownership of the item in proportion to the value of Goods Subject to Retention of Title (final invoice amount includ-ing VAT) relative to the other items at the time of combination. If the Goods Subject to Retention of Title are combined with other items in such a way that the Buyer’s item is to be regarded as the principal item, the Buyer hereby transfers to us proportional co-ownership of this item. We accept this transfer. The provi-sions of this Sec. 8.4 apply accordingly if the Goods Subject to Retention of Title are processed with other items.
8.5 The Buyer is revocably authorized to sell the Goods Subject to Retention of Title in the ordinary course of business. The Buyer is not authorized to pledge the Goods Subject to Retention of Ti-tle, assign them as security, or take any other actions that jeop-ardize our retention of title. In the event of seizures or other in-terventions by third parties, the Buyer shall immediately notify us in writing, provide all necessary information, inform the third par-ty of our ownership rights, and cooperate with the measures we take to protect the Goods Subject to Retention of Title.
8.6 The Buyer hereby assigns to us all claims arising from the re-sale of the Goods Subject to Retention of Title in the amount of the invoice, including VAT, together with all ancillary rights. We hereby accept this assignment. If the Goods Subject to Reten-tion of Title are sold together with other Goods not supplied by us, the claim arising from the resale shall be assigned in the ra-tio of the value of the Goods Subject to Retention of Title (final invoice amount including VAT) to the other Goods sold. If such an assignment is not permissible, the Buyer hereby irrevocably instructs the third-party debtor to make any payments only to us.
8.7 The Buyer is revocably authorized to collect the claims as-signed to us on our behalf in its own name. The amounts col-lected must be remitted to us immediately.
8.8 We may revoke the Buyer’s right to resell the Goods and the authorization to collect payment if the Buyer fails to properly fulfil its payment obligations to us, defaults on payment, suspends payments, or if a petition is filed to commence insolvency pro-ceedings against the Buyer’s assets.
8.9 At the Buyer’s request, we are obligated to release existing se-curity interests to the extent that the realizable value of such security interests, taking into account standard banking valua-tion discounts, exceeds our claims arising from the business re-lationship with the Buyer by more than 10%. The selection of the security interests to be released is at our discretion.
8.10 In the case of delivery to other jurisdictions where the Retention of Title provision under this Sec. 8 does not have the same se-curity effect as in the Federal Republic of Germany, the Buyer hereby grants us a corresponding security interest. If further measures are required for this purpose, the Buyer shall take all necessary steps to grant us such a security interest without de-lay. The Buyer shall cooperate in all measures necessary and conducive to the validity and enforceability of such security rights.
9. BUYER’S CLAIMS FOR DEFECT
9.1 Unless otherwise specified in these Terms and Conditions, the statutory provisions apply to the Buyer’s rights in the event of material defects or defects of title (including incorrect or incom-plete delivery, as well as improper assembly/installation or de-fective instructions). In all cases, the statutory provisions gov-erning the purchase of consumer goods (secs. 474 et seqq. BGB) and the Buyer’s rights arising from separately issued war-ranties, in particular those provided by the manufacturer, remain unaffected.
9.2 We warrant that, at the time of transfer of risk, the Goods com-ply with the subjective requirements (sec. 434 para. 2 BGB) in accordance with the agreements reached with the Buyer in each individual case regarding the quality of the Goods (includ-ing accessories, instructions, and assembly and installation in-structions) (sec. 434 para. 2 no. 1 and 3 BGB). Unless other-wise agreed, the only agreement regarding quality in this sense is the specification agreed upon between the parties based on the Product Specification provided by the Buyer. Unless other-wise agreed, any use on which the contract is premised is ex-cluded (sec. 434 para. 2 no. 2 BGB).
9.3 In addition, the Buyer is entitled to the statutory claims for de-fects in the event of
9.3.1 assembly defects (sec. 434 para. 4 BGB) or
9.3.2 a delivery of a different thing (sec. 434 para. 5 BGB).
9.4 Our warranty regarding objective requirements for the Goods (sec. 434 para. 4 BGB) is limited
9.4.1 by valid agreements regarding the subjective requirements within the meaning of Sec. 9.2, which – unless otherwise agreed in individual cases – always take precedence over ob-jective requirements; and
9.4.2 by the provisions in Sec. 9.5 below.
9.5 The Goods meet the objective requirements if they
9.5.1 possess a quality that the Buyer may reasonably expect, tak-ing into account any public statements we have made, par-ticularly in advertising or on labelling; however, we assume no liability for public statements made by third parties,
9.5.2 correspond to the nature of a sample or model that we made available to the Buyer prior to the conclusion of the contract, and
9.5.3 are handed over with the accessories, including the packag-ing, assembly or installation instructions, and other instruc-tions that the Buyer can reasonably expect to receive.
Furthermore, we exclude any warranty regarding objective re-quirements for the Goods, in particular regarding their ordinary use and customary quality.
9.6 The assertion of defect rights by the Buyer is contingent upon the Buyer having fulfilled its statutory obligations to inspect the Goods and give notice of defects (secs. 377 and 381 HGB), in particular by inspecting the delivered Goods upon receipt and notifying us in writing of any obvious defects and defects that were apparent during such an inspection immediately upon re-ceipt of the Goods. The Buyer shall notify us in writing of hidden defects immediately upon their discovery. A notification is deemed to be made without delay if it is made within eight busi-ness days after delivery in the case of obvious defects and de-fects that were detectable during a proper inspection, or after discovery in the case of hidden defects, whereby receipt of the notification or complaint by us is decisive for meeting the dead-line. If the Buyer fails to conduct a proper inspection and/or re-port defects, our liability for the defect in question is excluded. The Buyer shall describe the defects in writing when notifying us. The description shall be accompanied by clear measure-ment reports and photo/video documentation.
9.7 If a notification of defects is made without justification, we are entitled to demand reimbursement from the Buyer for the ex-penses incurred, unless the Buyer can prove that it is not at fault with respect to the unjustified notification of defects.
9.8 If the delivered Goods are defective, we may initially choose whether to provide cure by remedying the defect (repair) or by delivering Goods free of defects (replacement). If the method of cure we have chosen is unreasonable for the Buyer in a particu-lar case, the Buyer may refuse it. Our right to refuse the chosen method of cure under the statutory conditions remains unaffect-ed. In the case of cure through repair, the repair is deemed to have failed only after the second unsuccessful attempt at repair.
9.9 We are entitled to make the cure contingent upon the Buyer’s payment of the purchase price due. However, the Buyer is enti-tled to withhold a portion of the purchase price that is reasonable in relation to the defect.
9.10 The Buyer shall give us the time and opportunity necessary to perform the cure, in particular by handing over the Goods in question for inspection. In the event of a replacement, the Buyer shall return the defective item to us in accordance with statutory provisions; however, the Buyer has no right to return the Goods.
9.11 We shall bear the expenses necessary for inspection and sub-sequent performance – in particular, transportation, travel, la-bour, and material costs – in accordance with statutory provi-sions and these Terms and Conditions, provided that a defect actually exists. Otherwise, we may demand reimbursement from the Buyer for costs incurred as a result of an unjustified request to remedy a defect if the Buyer knew or should have known that no defect actually existed.
9.12 In urgent cases, e.g., where operational safety is at risk or to prevent disproportionate damage, the Buyer has the right to remedy the defect itself and to demand reimbursement from us for the expenses objectively necessary for this purpose. We must be notified of such self-remediation immediately, if possible in advance. The right to remedy the defect oneself does not ap-ply if we would be entitled to refuse corresponding cure in ac-cordance with statutory provisions.
9.13 If a reasonable period set by the Buyer for cure has expired without result or is not required under applicable law, the Buyer may, in accordance with applicable law, rescind the purchase agreement or reduce the purchase price. However, there is no right of rescission in the case of a minor defect.
9.14 If the subject matter of the contract is not located at the delivery location, the Buyer shall bear all additional costs incurred by us in remedying defects, unless the transfer to another location constitutes use in accordance with the contract.
9.15 Subject to any agreement to the contrary in individual cases, the following shall not be considered material defects:
9.15.1 characteristics of the Goods that can be demonstrably at-tributed to contradictions or inconsistencies between the ele-ments of the Product Specification provided by the Buyer (e.g., between a technical drawing and a 3D model);
9.15.2 natural wear and tear;
9.15.3 characteristics of the Goods or damage that can be proven to have arisen after the transfer of risk as a result of improper handling, storage, maintenance, or excessive strain or use;
9.15.4 conditions of the Goods or damage demonstrably caused by Force Majeure, special external influences not provided for in the contract, or by the use of the Goods outside the scope of the use provided for in the contract or customary use;
9.15.5 defects or damage demonstrably attributable to failure to fol-low the operating instructions, application guidelines, or warn-ings provided by us.
9.16 The Buyer’s claims for reimbursement of expenses pursuant to sec. 445a para. 1 BGB are excluded, unless the final contract in the supply chain constitutes a purchase of consumer goods (secs. 478, 474 BGB). Claims by the Buyer for damages or re-imbursement of futile expenses shall exist, even in the case of defects, only in accordance with the provisions of Secs. 10 und 11 below.
10. LIABILITY
10.1 Unless otherwise provided in these Terms and Conditions, in-cluding the following provisions, and/or in individual agreements entered into on a case-by-case basis, we shall be liable for any breach of contractual and non-contractual obligations in accord-ance with applicable law.
10.2 Our liability for damages under the warranty requires, in all cas-es, culpable conduct (intent or negligence). This does not affect mandatory statutory liability for product defects (in particular un-der the German Product Liability Act (Produkthaftungsgesetz – “ProdHaftG”).
10.3 We are liable for damages – regardless of the legal basis – un-der the principle of fault-based liability in cases of intentional misconduct and gross negligence. In cases of simple negli-gence, we are liable, subject to statutory limitations on liability (e.g., due care in our own affairs; minor breach of duty), only
10.3.1 for damages resulting from injury to life, limb, or health,
10.3.2 for damages resulting from a breach of a material contractual obligation (an obligation whose fulfilment is essential for the proper performance of the contract and on whose compliance the Buyer regularly relies and is entitled to rely); in this case, however, our liability is limited to compensation for foreseea-ble, typically occurring damages.
10.4 The limitations of liability set forth in Sec. 10.3 also apply to third parties and in cases of breaches of duty by persons (including those acting on their behalf) for whose fault we are liable under applicable law. They do not apply if a defect was fraudulently concealed or if a warranty regarding the quality of the Goods was provided, nor do they apply to claims by the Buyer under the ProdHaftG.
10.5 In the event of a breach of duty that does not constitute a de-fect, the Buyer may rescind the contract or terminate it only if we are responsible for the breach. The Buyer’s right to termi-nate the contract at will (in particular pursuant to Secs. 650 and 648 BGB) is excluded. In all other respects, the statutory re-quirements and legal consequences apply.
10.6 In the event of product defects, we are liable for recall or service campaigns only to the extent required by law in the Federal Re-public of Germany. We are not liable for voluntary or dispropor-tionate recall or service campaigns initiated by the Buyer; such campaigns are deemed to exist in particular if a proper warning (if necessary, including a request to refrain from using or to take the Goods out of service) would have enabled the users of the Goods to protect themselves (if necessary, with assistance in implementing hazard mitigation measures at their own expense).
11. STATUTE OF LIMITATION
11.1 Notwithstanding sec. 438 para. 1 no. 3 BGB, the general statute of limitations for claims arising from material defects and defects of title is one year from delivery. If acceptance has been agreed upon, the statute of limitations begins upon acceptance. The statutory limitation periods remain in effect:
11.1.1 for the Buyer’s rights in the case of defects fraudulently con-cealed or intentionally caused;
11.1.2 if and to the extent that we have assumed a warranty;
11.1.3 for the Buyer’s claims for damages arising from a culpable injury to life, limb, or health; and
11.1.4 for the Buyer’s claims for damages caused by us through in-tent or gross negligence.
11.2 If the Good is a building or an item that has been used for a building in accordance with its customary use and has caused the defect in that building (building material), the statute of limita-tions is five years from delivery pursuant to the statutory provi-sion (sec. 438 para. 1 no. 2 BGB). Other special statutory pro-visions regarding the statute of limitations remain unaffected (in particular sec. 438 para. 1 no. 1, para. 3, secs. 444, 445b BGB).
11.3 The above-mentioned limitation periods under German sales law also apply to the Buyer’s contractual and non-contractual claims for damages arising from a defect in the Goods, unless the ap-plication of the standard statutory limitation period (secs. 195 and 199 BGB) would result in a shorter limitation period in a specific case.
12. CONFIDENTIALITY
12.1 The Buyer and we undertake to maintain confidentiality regard-ing all confidential information that comes to our mutual knowledge in the course of our contractual relationship, unless such information has already been made publicly available or has become accessible to the public following disclosure through no fault of ours, or if we have lawfully received the in-formation from a third party who, in turn, was entitled to disclose it without breaching any confidentiality obligation.
12.2 Furthermore, our confidentiality obligations do not apply if we are required by law to disclose the confidential information, in whole or in part, pursuant to a court order or an order from a govern-ment authority. In such a case, we will immediately inform the Buyer of the circumstances and take all reasonable measures to limit the scope of the disclosure to a minimum.
12.3 Confidential information, as defined in this Sec. 12, includes all information – whether in written, electronic, oral, digital, or any other form – that is disclosed by the owner of the information to the recipient. Confidential information includes, in particular, trade secrets, products, manufacturing processes, information regarding technologies, scientific information, research objec-tives, know-how, inventions, intellectual property, business rela-tionships, business strategies, business plans, financial plan-ning, personnel matters, and digitally embodied information (da-ta). Of particular note are all technical drawings and CAD mod-els, as well as all information relating to these technical drawings and components that the Buyer discloses to us. Furthermore, documents and information that are marked as confidential or that are to be regarded as confidential based on the nature of the information or the circumstances of its transmission shall be treated as confidential, as shall the existence of this confidenti-ality agreement and its content per se, and the fact that we have been commissioned by the Buyer.
12.4 We undertake to keep all confidential information strictly confi-dential and to use it solely for the purposes of evaluating com-ponent specifications, delivery information, any quotation pro-vided to the Buyer, the conclusion of the contract, the manufac-ture of the ordered components, as well as for improving our of-ferings and further developing our services.
12.5 We undertake to disclose confidential information only to those contractors or subcontractors who require access to such in-formation for the purposes described above. This applies in par-ticular to external manufacturers of the ordered components. A prerequisite for this is that we ensure that they, too, agree to maintain confidentiality in accordance with this agreement.
12.6 We undertake to protect confidential information from unauthor-ized access by third parties through appropriate and reasonable confidentiality measures and to comply with all applicable legal and contractual data protection requirements when processing such information. This includes, among other things, implement-ing state-of-the-art technical security measures and ensuring that employees treat the information confidentially and comply with data protection regulations.
13. INTELLECTUAL PROPERTY AND INDUSTRIAL PROPERTY RIGHTS
13.1 All ownership and copyright exploitation rights relating to all texts, files, and illustrations that we make available to the Buyer remain exclusively with us. Without our prior consent, the Buyer is prohibited from modifying, reproducing, or making any such materials available to third parties. The foregoing provisions ap-ply mutatis mutandis to the Buyer’s documents. We are entitled to make the necessary documents available to third parties whom we have commissioned to manufacture and deliver the Goods.
13.2 We warrant that the Goods are free from third-party industrial property rights and copyrights at the place or in the country of delivery. We expressly do not assume any warranty regarding freedom from third-party industrial property rights and copy-rights in other locations or other countries.
13.3 Should justified claims be asserted against the Buyer by third parties due to the infringement of such rights, the Buyer shall be entitled to the statutory rights of rescission and reduction, un-less we can counter this by obtaining a right of use for the Goods or by modifying or replacing the Goods.
13.4 The Buyer’s claim for damages is governed by Sec. 10 of these Terms and Conditions.
13.5 The Buyer must inform us immediately of any claims asserted by third parties. The Buyer may not acknowledge any infringe-ment of third-party rights and is further obligated to inform the third party that the non-use of the Goods does not constitute such an acknowledgment. The Buyer shall entrust us with all defensive measures against the assertion of third-party claims and shall issue all necessary statements in this regard. Should the Buyer be prevented for legal reasons from entrusting the de-fensive measures to us, the Buyer shall carry out the defensive measures in consultation with us. If the Buyer fails to fulfil these obligations, our aforementioned obligations shall lapse.
13.6 The Buyer shall have no claims if it is responsible for the in-fringement of intellectual property rights. In all other respects, the provisions in Sec. 9 of these Terms and Conditions shall ap-ply mutatis mutandis to the Buyer’s claims governed herein and in the event of other legal defects. Further claims by the Buyer due to a legal defect are excluded.
13.7 The Buyer grants us all necessary rights to the Product Specifi-cations provided by the Buyer that are required to fulfil the con-tract with the Buyer. In particular, the Buyer warrants that it holds the relevant rights to the Product Specifications and that our use of the Product Specifications in the course of contract performance does not infringe upon the rights of third parties. Should claims by third parties be asserted against us based on the Product Specifications, we will inform the Buyer thereof im-mediately, and the Buyer shall, to the extent legally permissible, assume responsibility for the dispute with the third party and in-demnify us against all damages and expenses (including legal defence costs). We will not acknowledge the third party’s claims. Should we be prevented for legal reasons from leaving the defence measures to the Buyer, we will undertake the de-fence measures in consultation with the Buyer.
14. CHOICE OF LAW; JURISDICTION
14.1 These Terms and Conditions and the legal relationship between us and the Buyer are governed by the laws of the Federal Re-public of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
14.2 The exclusive – including international – venue for all claims arising from the business relationship with the Buyer is our place of business. We are also entitled to bring an action at the Buy-er’s place of business as well as at any other permissible place of jurisdiction.
15. EXPORT CONTROL AND SANCTIONS
15.1 The Goods (including software and technology) to be delivered by us and/or the services to be provided and/or the rights to be granted, know-how, or licenses, as well as the resulting work products may be subject to national, European, or international export restrictions, including but not limited to existing EU and German export controls as well as EU embargo measures and sanctions against certain countries and/or individuals and as such may be controlled (hereinafter collectively referred to as “Controlled Goods”). To the extent that such export re-strictions apply, the Buyer acknowledges their validity and un-dertakes to observe and comply with the resulting restrictions. This applies in particular also in the event that the Controlled Goods are transferred to third parties. All contractual activities are subject at all times to the condition that there are no obsta-cles to performance under any applicable national, European, or international export control and sanction laws and regulations, as well as any amendments thereto.
15.2 Under no circumstances may the Controlled Goods be made available, directly or indirectly, to natural or legal persons, organ-izations, or institutions subject to European Union personal sanctions (in particular pursuant to relevant embargo regula-tions or counter-terrorism measures). Furthermore, the use of the Controlled Goods in connection with (i) chemical or biological weapons, nuclear weapons, or other nuclear explosive devices; (ii) missiles capable of delivering such weapons; (iii) any military end-use; or (iv) the construction or operation of facilities for nu-clear purposes is prohibited without our prior express written consent.
15.3 No-Russia/No-Belarus: If the Controlled Goods are those cov-ered by Art. 12g and/or Art. 12ga of Regulation (EU) No 833/2014 (Russia Embargo Regulation) and/or Article 8g of Regulation (EC) No. 765/2006 (Belarus Embargo Regulation) and the delivery is made to a third country outside the European Union, which is not a partner country within the meaning of the Embargo Regulations, any (further) sale and/or any (further) export and/or any other form of delivery and/or transfer of the Controlled Goods, whether directly or indirectly, in an unaltered state or integrated into other products, to Russia and/or Belarus and/or via third parties for use in Russia and/or Belarus is strict-ly prohibited. In the event of a violation of this prohibition, we are entitled to demand from the Buyer a contractual penalty amount-ing to 50% of the purchase price for the affected Controlled Goods, as well as compensation for all damages incurred by us, including the imposition of fines. The contractual penalty shall be offset against the damages to be paid. We are also entitled to withdraw from contracts that have not yet been fulfilled or to terminate such contracts with immediate effect and/or to termi-nate the business relationship with the Buyer. We also reserve the right to inform the competent authorities in the European Un-ion of any violation of this prohibition.
15.4 The Buyer shall inform us immediately and without being asked of any existing export restrictions (prohibitions or licensing re-quirements) regarding the Controlled Goods and their intended transfer to third parties as well as whether the Goods supplied in business transactions subject to these Terms and Conditions are intended for the incorporation in or the use in the context of Controlled Goods. The Buyer is obligated to provide us with all information, documents, and data necessary to assess the ex-istence of export restrictions and, in particular, to apply for li-censes; furthermore, the Buyer shall provide us with complete and truthful information regarding the final destination and end use of the Controlled Goods and shall assist us to the best of its ability in obtaining any necessary licenses.
15.5 Delays resulting from export inspections or licensing proce-dures shall render deadlines and delivery dates void. If the de-livery or service becomes wholly or partially impossible for us due to an export restriction – for example, because the delivery or service is prohibited or a required license is not granted – the contract shall be deemed not to have been concluded with re-spect to the affected parts. We also reserve the right to termi-nate or withdraw from the contract at any time. Any advance payments received will be refunded to the Buyer, less the costs and expenses incurred by us in executing the order. Otherwise, claims are mutually excluded in this case.
15.6 The Buyer shall use its best efforts to ensure that the purpose of this Sec. 15 is not thwarted by third parties in the downstream supply chain, including any resellers, and shall establish and maintain an appropriate monitoring mechanism to detect such conduct by third parties. The Buyer shall, upon request, provide us with information regarding compliance with the obligations set forth in this Sec. 15 and shall promptly notify us of any issues regarding the application of this Sec. 15.
16. CLASSIFICATION OF GOODS, STANDARD GOODS TARIFF NUMBERS, BUYER’S CONTRIBUTION
16.1 For contract, import, export, and customs processing, we use the standard goods tariff numbers specified in Exhibit W (“Standard Goods Tariff Numbers”) for the respective material or product group. The Buyer is obligated to notify us in writing of any classification of goods that deviates from the standard goods tariff numbers prior to the conclusion of the contract. The notification shall include
16.1.1 the name of the deviating goods tariff number and
16.1.2 a complete description of all characteristics, specifications, and other circumstances including, in particular, material composition, function, technical data sheets, intended use, drawings, safety data sheets, origin and preference infor-mation, as well as all other characteristics or circumstances that affect tariff classification
and that give rise to or necessitate a different classification of goods.
16.2 For Goods whose tariff classification is disputed between the parties or whose tariff classification is not clear, for example, because the product ist a new one, the Buyer is obligated to ob-tain a binding tariff ruling at its own expense.
16.3 Unless otherwise notified in text form prior to the conclusion of the contract, we are entitled to apply the standard goods tariff number applicable pursuant to Exhibit W. In this case, as be-tween us and the Buyer, the Goods shall be deemed, for the purposes of the contract and its fulfilment, to have been ordered and approved in accordance with the applied standard goods tariff number.
16.4 Any information provided by the Buyer other than in text form shall be disregarded. This applies in particular to oral in-structions, information provided by telephone, informal arrange-ments or any other communications not documented in text form concerning the intended use, field of application, technical function, regulatory particularities or any other circumstances relevant to the classification of goods.
16.5 We are not obligated to verify, determine, or assess whether a classification of goods other than the standard goods tariff num-ber may apply to the ordered Goods without an expressly stat-ed notice from the Buyer in text form.
16.6 To the extent that additional documents, declarations, evidence, or product specifications are required for import, export, cus-toms clearance, or other regulatory procedures, the Buyer shall provide them to us in text form without delay upon request.
16.7 All additional costs, extra expenditure, tariffs, taxes, fees, stor-age, processing, inspection, procedural, and other consequen-tial costs, as well as delays resulting from the fact that
16.7.1 the Buyer has failed to notify in text form of a different classifi-cation of goods, or has failed to do so in a timely manner, completely, or accurately,
16.7.2 the information provided by the Buyer is incomplete, inaccu-rate, or contradictory, or
16.7.3 a classification differing from the standard goods tariff number becomes necessary for the Goods due to information provid-ed by the Buyer or circumstances that become known sub-sequently,
shall be borne by the Buyer, provided that we did not cause this through wilful misconduct or gross negligence.
16.8 In the cases described in the foregoing section, we are entitled to adjust the agreed delivery and service deadlines as appropri-ate and to invoice the resulting additional costs separately.
16.9 The standard goods tariff numbers specified in Exhibit W form the standardized basis for the contract and its fulfilment between us and the Buyer. The decisions of the competent authorities and the applicable customs regulations remain authoritative; German customs refers to the Customs Tariff, the Combined Nomenclature (CN), and TARIC for determining the commodity code/tariff code.
17. MISCELLANEOUS
17.1 If any provision of these Terms and Conditions is or becomes invalid or unenforceable in whole or in part, or if there is a gap in these Terms and Conditions, this shall not affect the validity of the remaining provisions. In place of the invalid or unenforceable provision, the valid or enforceable provision that most closely approximates the purpose of the invalid or unenforceable provi-sion shall be deemed agreed upon. In the event of a gap, the provision that corresponds to what would have been agreed up-on in accordance with the purpose of these Terms and Condi-tions shall be deemed agreed upon, provided that the parties had considered the matter from the outset.
17.2 The transfer of the Buyer’s rights and obligations to third parties is permitted only with our written consent. Sec. 354a HGB re-mains unaffected.
17.3 We may engage third parties or vicarious agents to perform any part of the contract.
17.4 The place of performance for all services, including any subse-quent performance, is our place of business.
October 2026
Annex W
Standard customs tariff number for individually manufactured CNC components for technical applications made of:
Material Customs tariff number
Aluminium 7616 9990 99 0
Steel / Stainless Steel 7326 9098 90 0
Plastic 3926 9097 90 0
Titanium 8108 9090 99 0
Non-Ferrous Metal 7419 8090 98 0
Ceramic 6909 9000 00
Oxygen-Free Copper 7419 8090 99 0
Fused Quartz 7020 0010 90 0
Precious Metal 7115 9000 00 0