General Terms and Conditions

General terms of sale and delivery conditions

Detia Freyberg Ltd, Dr.-Werner-Freyberg-Str. 11, D-69514 Laudenbach

§ 1 Scope of the GTC

1. These General Terms and Conditions (hereinafter referred to as “GTC“) apply to the delivery of goods and the provision of services in commercial business transactions by Detia Freyberg GmbH or a company affiliated with it under company law from the Detia Degesch Group (hereinafter uniformly referred to as “DD Group” or “we” or “us“); the specific contractual partner of the customer results in each case from the contractual documents of the individual contract, in particular the offer or the order confirmation). The GTC shall apply exclusively to companies, legal entities under public law and special funds under public law (hereinafter referred to as “Customer(s)“).
2. These GTC shall also apply in their current version to all future contracts of the same type between DD-Group and the customer, even if no express reference is made to them again. the contractual objects and the amount of the remuneration shall be specified in more detail in the offer and/or order from DD-Group. Provisions in customer-specific contractual documents of DD-Group, in particular in the offer, take precedence over the provisions in these GTC in the event of contradictions.
3. If the customer also uses cloud services from DD-Group, the Special Terms and Conditions for Cloud Services shall apply in addition to and take precedence over these GTC.
4. Any terms and conditions of the customer that conflict with, deviate from or supplement these GTC shall not become part of the contract, even if DD-Group should provide deliveries or services without expressly objecting to such terms and conditions of the customer.

§ 2 Offer and conclusion of contract

1. All offers from DD-Group are subject to change and non-binding, unless they are expressly designated as binding or a specific acceptance period Orders or commissions from the customer are binding and can be accepted by DD-Group within two (2) weeks of their receipt, e.g. by sending a corresponding order confirmation.
2. The conclusion of the contract with the customer is subject to correct and timely delivery to DD-Group by its suppliers. This does not apply if DD-Group is responsible for the non-delivery or delayed delivery by a supplier, in particular if it has not concluded a congruent covering transaction. DD-Group will inform the customer immediately if the goods are unavailable and reimburse any payments already made by the customer without delay.
3. The effectiveness and fulfillment of contracts may depend on compliance with requirements under national or international export control and/or anti-terrorism law, e.g. the granting of official approvals or the performance of sanctions list checks. DD-Group offers and contracts affected by this are therefore subject to compliance with such requirements (condition precedent or condition subsequent).
4. DD-Group reserves all property rights, copyrights and industrial property rights to technical documents and other data, information and documents of a physical and non-physical nature – including in electronic form – provided to the customer without restriction; they may not be made accessible to third parties without prior written consent.
5. Information provided by DD-Group on the contractual items (e.g. dimensions, utility values, load-bearing capacity, performance, tolerances and other technical data) and representations of the goods (e.g. in models and illustrations) are only approximate unless the usability of the contractual items for the contractually intended purpose requires exact conformity. In particular, they do not constitute guaranteed characteristics of quality. Customary deviations in size, color, shape and quality or with regard to other characteristics, which occur due to legal regulations or in the course of product development, are permissible insofar as they do not impair the usability of the contractual items for the contractually intended purpose.

§ 3 Delivery and transfer of risk

1. Unless otherwise agreed, all deliveries shall be EXW Laudenbach (INCOTERMS 2020). The choice of shipping method and type of packaging is subject to the dutiful discretion of DD-
2. DD-Group is entitled to make partial deliveries if these can be used independently by the customer, complete delivery is ensured and the customer does not incur any significant additional work or additional costs as a result of the partial delivery.
3. In the case of deliveries of goods, the risk shall pass to the customer at the latest when the goods are handed over to the forwarding agent, carrier or other third party designated to carry out the shipment. This shall also apply if partial deliveries are made. If dispatch or handover of the goods is delayed as a result of a circumstance for which the customer is responsible, the risk shall pass to the customer from the day on which the goods are ready for dispatch and DD-Group has notified the customer of this.

§ 4 Deadlines and dates; force majeure; place of performance

1. Deadlines and dates promised by DD-Group are non-binding and are only approximate, unless a binding deadline or a binding date has been expressly promised or agreed. If shipment of the goods has been agreed, deadlines and dates refer to the time of handover to the forwarding agent, carrier or other party commissioned with transportation.
2. Agreed deadlines and dates shall not commence before all technical and commercial details have been clarified, before the documents, approvals or releases to be procured by the customer have been provided and before an agreed down payment has been received. An agreed delivery time shall be deemed to have been met if the goods have been dispatched or the customer has been notified that the goods are ready for dispatch by the end of the agreed delivery time.
3. “Force majeure” means the occurrence of an event or circumstance which prevents or impairs the DD Group from fulfilling one or more of its contractual obligations. A case of force majeure exists in particular in the following cases War, invasion, hostile acts of war, substantial military mobilization, civil war, insurrection, rebellion and revolution, seizure of power by the military or by usurpers, riot, terrorist acts, sabotage or piracy, currency and trade restrictions, embargo, sanctions, lawful or unlawful sovereign decrees, compliance with laws or government orders, expropriation, confiscation of works, nationalization, plague, epidemic, pandemic, natural disaster or extreme natural event, explosion, fire, destruction of equipment, prolonged breakdown of means of transport, telecommunications, information systems or energy, general industrial unrest such as boycott, strike and lockout, go-slow, occupation of factories and buildings.
4. In the event of force majeure or unforeseeable operational disruptions for which the DD-Group is not responsible, the DD-Group is exempt from the obligation to perform its contractual obligations and from any liability for damages or any other contractual remedy for breach of contract from the time at which the impediment causes the inability to perform and the DD-Group invokes it. If the effect of the claimed impediment or event is temporary, the above consequences shall only apply for as long as the claimed impediment hinders performance.
5. If the duration of the alleged impediment means that the contracting parties are essentially denied what they could reasonably expect under the contract, either party shall have the right to terminate the contract by giving notice to the other party within a reasonable period of time.
6. The place of performance for all obligations arising from the contract is Laudenbach, unless otherwise agreed. If DD-Group is responsible for the installation and/or commissioning of equipment, the place of performance is the place where the installation or commissioning is to take place as agreed.

§ 5 Customer responsibility

1. The customer shall provide the materials and cooperation required for the fulfillment of the contract free of charge in a timely, proper and complete manner. Insofar as this is necessary or agreed for the fulfillment of the contract, the customer shall provide complete and consistent data, information and documents. If the subject matter of the contractual services is the delivery and commissioning of equipment, the customer shall establish and maintain the necessary operating and usage conditions.
2. Any warranty for a specific purpose or a specific suitability or duration of use of the delivered goods that goes beyond the warranty for the agreed quality requires an express agreement. In all other respects, the risk of suitability and use of the goods shall be borne exclusively by the customer. The customer shall inspect and, if necessary, test the goods before use to determine whether they are suitable for the intended use. In this respect, the customer shall also observe the specifications of DD-Group, e.g. in product-specific instructions enclosed with the delivered goods. In cases of doubt, the customer shall seek additional information and advice before using a product. However, DD-Group only has a contractual duty to provide advice if this has been expressly agreed in writing between the parties.

§ 6 Prices and terms of payment

1. Unless otherwise agreed, all prices are quoted net in euros, plus shipping costs and packaging and, in the case of export deliveries, plus any customs duties, fees and other public charges.
2. The agreed prices are based on the labor, material, energy and overhead costs at the time the contract is concluded. If these costs increase within four (4) months between conclusion of the contract and the time of delivery, DD-Group is entitled to increase the price accordingly, unless the increase in costs was already foreseeable at the time of conclusion of the contract, DD-Group is in default of delivery or is responsible for the cost increase for other reasons.
3. Unless otherwise agreed, the purchase price of delivered goods shall be invoiced to the customer immediately after delivery of the goods.
4. Invoices are sent to the customer by DD-Group by post or electronically by e-mail. Unless otherwise specified, they are due for payment without deduction immediately upon receipt by the customer. If the customer is in arrears with the payment of an invoice, DD-Group is entitled to the statutory claims without restriction.
5. DD-Group is entitled to perform or render outstanding deliveries or services only against advance payment or provision of security if, after conclusion of the contract, it becomes aware of circumstances which are likely to significantly reduce the customer’s creditworthiness and which appear to jeopardize the payment of DD-Group’s outstanding claims by the customer arising from the respective contractual relationship.
6. The customer may only offset undisputed or legally established claims and may only base a right of retention on undisputed or legally established claims arising from the same contractual relationship.

§ 7 Notice of defects and liability for defects

1. Delivered goods must be inspected by the customer for defects immediately after delivery. The customer must notify DD-Group in writing of any recognizable defects immediately, at the latest within five (5) working days of receipt of the goods, and document them to a reasonable extent. Hidden defects must be reported to DD-Group in writing without delay, at the latest within five (5) working days of discovery of the defect. § Section 377 of the German Commercial Code (HGB) also applies without restriction.
2. DD-Group warrants that the contractual items correspond to the product description and that their contractual use does not conflict with any third-party rights. In particular, there is no material defect in the event of unsuitable or improper use of the contractual items, incorrect storage, incorrect assembly or commissioning by the customer or third parties, incorrect or negligent handling, improper maintenance, use of unsuitable operating materials and chemical, electrochemical or electrical influences for which DD-Group is not responsible. The warranty for material defects presupposes that the customer has not used the contractual items himself or through third parties contrary to the contractual specifications or the operating instructions, unless the customer proves that the defect is independent of this.
3. If there is a defect in the contractual items provided at the time of transfer of risk, DD-Group is entitled and obliged, at its discretion, to provide subsequent performance in the form of rectification or replacement delivery within a reasonable period of time. The rectification of defects may initially also consist of showing the customer reasonable ways of avoiding or circumventing the effects of the defect. In the event of defects of title, DD-Group will provide the customer with a legally unobjectionable opportunity to use the contractual items; alternatively, DD-Group may also replace the affected contractual items (in whole or in part) with equivalent items if this is reasonable for the customer.
4. Claims by the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labor and material costs, are excluded insofar as the expenses have increased because the contractual items have subsequently been moved to a location other than the agreed place of delivery, unless the relocation corresponds to the intended use of the contractual item. DD-Group may otherwise refuse subsequent performance if it would involve disproportionate costs.
5. If the supplementary performance finally fails (at least two (2) attempts at supplementary performance per defect), the customer may, at his discretion, demand a reduction of the remuneration (reduction) or withdraw from the contract. In the case of only minor defects, withdrawal from the contract is excluded for claims for damages and reimbursement of futile expenses. For any claims for damages due to defects, § 8 of these GTC shall apply.
6. If DD-Group provides services in the search for or rectification of defects without being obliged to do so, it may charge remuneration for this on a time and material basis. This applies in particular if a defect reported by the customer cannot be proven or cannot be attributed to DD-Group. The claim for remuneration does not exist if the customer proves that it did not recognize the absence of a defect and is not at fault.
7. The limitation period for claims of the customer under this § 7 is one (1) year and begins with the delivery of the goods. The shortening of the limitation period does not apply in the case of intent or gross negligence on the part of DD-Group, if DD-Group has fraudulently concealed a defect, or if the defect consists of a right in rem of a third party on the basis of which the return of the goods can be demanded.

§ 8 Liability

1. If the cause of the damage is based on intent or gross negligence, DD-Group shall be liable in accordance with the statutory provisions. The same applies insofar as liability is mandatory due to injury to life, limb or health of a person, as well as due to the breach of essential contractual obligations and in accordance with the Product Liability Act.
2. In the event of negligent breach of a material contractual obligation, DD-Group’s liability shall be limited to compensation for typical foreseeable damage.
3. Furthermore, all claims for damages – of whatever kind and on whatever legal grounds – are excluded. We are therefore not liable for damages that have not occurred to the delivery item itself and in particular not for all indirect and consequential damages as well as additional expenses, loss of production, loss of profit and other financial losses of the customer.
4. The above limitations of liability shall apply to the same extent in favor of the organs, legal representatives, employees and vicarious agents of DD-Group.
5. Claims for damages by the customer shall become time-barred one (1) year after the customer becomes aware of the circumstances giving rise to the claim or from the time at which the customer should have become aware of the circumstances giving rise to the claim and the identity of the debtor without gross negligence. Excluded from the shortening of the limitation period are claims in the event of intent or gross negligence on the part of DD-Group or if DD-Group fraudulently concealed a defect.

§ 9 Retention of title

1. The goods delivered by DD-Group to the customer (hereinafter referred to as “reserved goods“) remain the property of DD-Group until all claims of DD-Group, including future claims, arising from the business relationship with the customer have been satisfied in full. If third parties seize the reserved goods, in particular by attachment, the customer shall immediately inform them of DD-Group’s ownership and inform DD-Group of this in order to enable DD-Group to enforce its ownership rights.
2. The processing, combining or mixing of the goods subject to retention of title by the customer is always carried out on behalf of and for DD-Group as the manufacturer, but without any obligation on the part of DD-Group. If the goods subject to retention of title are processed, combined or mixed with other items not belonging to DD-Group, DD-Group acquires co-ownership of the new item in the ratio of the objective value of the goods supplied by it to the other processed or combined items at the time of processing or combination.
3. The customer is entitled to resell the goods subject to retention of title in the normal course of business. The customer hereby assigns to DD-Group the claims against its customers arising from the resale of the goods subject to retention of title in the amount of the invoice amount (including VAT); DD-Group accepts the assignment. The assignment applies irrespective of whether the goods have been resold without or after processing. The customer remains authorized to collect the claim even after the assignment. DD- Group’s authority to collect the claim itself remains unaffected. However, DD- Group will not collect the customer’s claim against its buyer itself as long as the customer is not in default of payment and no application for the opening of insolvency proceedings against the customer’s assets has been filed.
4. In the event that the customer defaults on payment, ceases to make payments or a significant deterioration in its financial circumstances occurs such that the claims of DD-Group appear to be jeopardized, in particular if insolvency proceedings are initiated against its assets, DD-Group is entitled to demand the return of the reserved goods from the customer. The demand for return constitutes withdrawal from the contract. There is no need to set a prior deadline.

§ 10 Confidentiality and data protection

1. The customer shall keep confidential information and documents of a technical or business nature which are provided to it by DD-Group and which are either designated as confidential or are obviously to be regarded as confidential, strictly confidential beyond the duration of the contractual relationship and in particular shall not disclose them to third parties without authorization.
2. Personal data of the customer (e.g. name and email address of the DD-Group contact person on the customer side) is collected, processed and stored by DD-Group in compliance with data protection regulations, in particular the General Data Protection Regulation (GDPR). The data required for business transactions are stored by DD-Group and, if necessary, passed on to external service providers (e.g. transport companies) for the purpose of contract fulfillment. Further information can be found in the current version of DD-Group’s data protection information.

§ 11 Compliance with regulations and ethical management

1. The customer warrants that it acts in accordance with all applicable legal provisions in the course of its business activities, in particular the regulations on combating corruption and money laundering and other criminal law provisions.
2. The customer is responsible for compliance with the applicable laws, ordinances and other safety regulations with regard to the approval, use and application of the contractual items. The customer shall obtain any necessary export licenses in the country of destination. In the event of any resale, the customer shall also be responsible for compliance with any export regulations and shall indemnify DD-Group against all obligations in this respect.
3. The customer maintains neither direct nor indirect business relationships with terrorists or terrorist or other criminal organizations. The customer shall take appropriate technical and organizational measures to ensure compliance with applicable embargoes, the applicable European regulations on combating terrorism and crime and the corresponding US or other applicable national regulations in its business operations.
4. If there is reasonable suspicion that the customer is breaching or has breached the above obligations, DD-Group is entitled to withdraw from or terminate the contract at its discretion if DD-Group cannot reasonably be expected to continue to adhere to the contract. In the event of such termination of the contract, DD-Group shall be released from any obligation to perform. The customer shall indemnify DD-Group against all third-party claims (including official fines), costs (including reasonable legal fees) and damages, insofar as these are based on a culpable breach of its obligations under this § 11.
5. Forced labor, slave labor or comparable work may not be used. Work must be voluntary without exception and employees must be able to leave work or terminate their employment at any time. In addition, employees must be treated in an acceptable manner. No psychological pressure may be exerted and sexual and personal harassment may not take place.
6. Child labor must not be used. The business partner must comply with the recommendation from the conventions of the International Labor Organization (ILO) on the minimum age for the employment of children. The rights of young workers must be protected and special protective regulations must be observed.

§ 12 Final provisions

1. All amendments and additions to the contract must be made in writing to be effective (fax is sufficient, e-mail is not). The written form requirement itself can only be waived in writing by the parties.
2. The law of the Federal Republic of Germany shall apply to the exclusion of the conflict of laws rules of private international law and to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). The place of jurisdiction for all disputes arising in connection with the contract is Mannheim. DD-Group also has the right to bring an action before any other national or international court of competent jurisdiction.
3. Should individual provisions of the contract or these GTC be or become invalid or unenforceable, or should the contract contain a loophole, this shall not affect the validity of the remaining provisions. In place of the invalid, unenforceable or missing provision, the parties shall agree on a valid provision that comes as close as possible to the economic intentions of the parties at the time the contract was concluded.

Laudenbach, November 08, 2024