Terms and Conditions

General terms and conditions of sale and delivery

Detia Freyberg GmbH, Dr.-Werner-Freyberg-Str. 11, D-Laudenbach Section 1

Section 1 Scope of Application of the GTB

These General Terms and Conditions of Business (hereinafter: “GTB”) apply to the provision of goods and the performance of services in commercial business transactions by Detia Freyberg GmbH or a company associ- ated with it under company law from DD Group Group (hereinafter known collectively as “DD Group” or “we” or “us”); the contract partner to the Customer in each case is determined by the contract documentation of the specific contract, especially the quotation or the order confirmation). The GTB apply solely and exclusively with respect to companies, legal persons under public law and public-law special funds (hereinafter: “Customer(s)”).
These GTB apply, always in their most recently revised form, to any and all future contracts of similar nature between DD Group and the Customer, even if express reference to their application has not been made.
The products and the amount of the consideration are specified in detail in the quotation and/or order issued by DD Provisions in customer-specific contact documents of DD Group, in particular in quotations, take priority over the regulations in these GTB in the event of conflict.
Insofar as the Customer also uses cloud services of DD Group, the Special Terms and Conditions for Cloud Services apply in supplement to, and with priority over, these GTB.
Customer’s terms and conditions of business contrary to, deviating from or in supplement to these GTB do not become components of the contract, even if and when DD Group delivers goods or performs services without expressly objecting to any such terms and conditions of the Customer.

Section 2: Quotation and Conclusion of Contract

All quotations from DD Group are subject to change and non-binding unless they are expressly designated as binding or contain a specific deadline for their Orders submitted by the Customer are binding and can be accepted by DD Group within two (2) weeks of their receipt, e.g. by sending an order confirmation.
The conclusion of the contract with the Customer is subject to the proviso of correct and timely delivery to DD Group by its own suppliers. The above provision does not apply insofar as DD Group is accountable for the non-delivery or late delivery by a supplier, in particular because it did not conclude a congruent cover transac- tion. DD Group will notify the Customer without undue delay regarding any unavailability of the goods and will reimburse to the Customer without undue delay any consideration that has been paid.
The effectiveness and performance of contracts may depend on compliance with requirements pursuant to national or international export control and/or anti-terror laws, g. the issue of official permits or the review of sanctions lists. Quotations from DD Group and contracts are consequently subject to the proviso (condition precedent or condition subsequent) of compliance with any such requirements.
DD Group retains without restriction any and all titles of ownership, copyrights and industrial property rights to any and all technical documents and other data, information and documentation, whether tangible or intangible — including electronic form — provided to the Customer; no such materials may be made accessible to third parties without prior written consent.
Information about the products provided by DD Group (e.g. dimensions, utility values, resilience, performance, tolerances and other technical data ) as well as presentations of the goods (e.g. in models and illustrations) are merely approximate unless the usability of the products for the contractually intended purpose requires precise In particular, this information does not represent warranted features or quality. Deviations usual in the trade in size, colour, shape and quality or regarding other characteristics that result from legal statutes or in the course of continued product development are permissible insofar as they do not impair the usability of the products for the contractually intended purpose.

Section 3 Delivery and Bearing of Risk

In the absence of deviating agreement, all deliveries are made EXW Laudenbach (INCOTERMS 2020). The selection of the type of transport and the type of packaging is subject to the conscientious judgement of DD
DD Group is entitled to make partial deliveries if and when the Customer can use the products independently, the complete delivery is assured and the partial delivery does not lead to any significant additional effort or additional costs for the Customer.
Risk for deliveries of goods passes to the Customer at the latest with the handover of the goods to the shipping agent, freight carrier or other third party designated for the performance of the This provision applies as well in the event of partial deliveries. If the shipment or handover of the goods is delayed owing to circum- stances for which the Customer is accountable, the risk passes to the Customer as of the day on which the goods are ready for shipment and DD Group has notified the Customer of the readiness.

Section 4 Deadlines and Dates; Place of Performance

Deadlines and dates envisaged by DD Group are non-binding and shall be deemed as merely approximate unless a binding deadline or a binding date has been promised or Insofar as the shipment of the goods has been agreed, deadlines and dates relate to the point in time of the handover to the shipping agent, freight carrier or other third party engaged for performance of the transport.
Agreed deadlines and dates do not commence until any and all technical details have been clarified, the Cus- tomer has submitted any documentation, permits or releases that must be provided and any advance payment that has been agreed has been received. An agreed delivery period shall be deemed complied with if and when the goods have been shipped as of its expiration or the Customer has been notified of readiness for
“Force majeure” means the occurrence of any event or circumstance that prevents or hinders DD Group from fulfilling one or more of its contractual obligations. Force majeure includes, but is not limited to, the following events or circumstances: War, invasion, hostile acts of war, significant military mobilisation, civil war, insurrec- tion, rebellion and revolution, seizure of power by the military or by usurpers, riots, terrorist acts, sabotage or piracy, currency and trade restrictions, embargo, sanctions, lawful or unlawful government orders, compliance with laws or government orders, expropriation, confiscation of works, nationalisation, pestilence, epidemic, pandemic, natural disaster or extreme natural event, explosion, fire, destruction of equipment, prolonged fail- ure of transportation, telecommunications, information systems or energy, general labour disturbances such as boycotts, strikes and lockouts, go-slow, occupation of factories and buildings.
Insofar as an event of force majeure or unforeseeable operational disruptions for which DD-Group is not re- sponsible has occurred, DD Group is released from the obligation to fulfil its contractual obligations and from any and all liability for damages or any other legal contractual remedy for breach of contract from the time the event results in the inability to perform and DD Group invokes this clause. DD Group will issue notification of the occurrence of the hindrance and its inability to perform within a reasonable period of time. If the effect of the announced hindrance or event is temporary, the above consequences will apply solely as long as the announced hindrance prevents performance.
If the duration of the announced hindrance due to force majeure has the effect of substantially depriving the parties of the results they could reasonably expect pursuant to the contract, either party is entitled to terminate the contract by giving notice to the other party within a reasonable period of time.
Unless otherwise agreed, place of performance for any and all obligations pursuant to the contract is DD Group’s place of If and when DD Group owes an installation and/or operational startup of equipment, place of performance is to this extent the site at which the installation or the operational startup is to be per- formed in accordance with the contract.

Section 5 Customer Responsibility

The Customer will provide free of charge the required materials and perform the required cooperation services in good time, in orderly manner and Insofar as required for performance of the contract or agreed, the Customer will make available complete and consistent data, information and documents. If and when the delivery and operational startup of equipment is the subject of the contractual services, the Customer will prepare and maintain the required operating conditions.
Any warranty for a specific operating purpose or a specific suitability or useful life of the delivered goods in excess of the warranty for the agreed characteristics is subject to an express In all other respects, the Customer bears the sole and exclusive risk for suitability and use of the goods. Before their use, the Cus- tomer will examine the goods and, as necessary test them to determine their suitability for the intended use. The Customer will also observe to this extent the instructions from DD Group, e.g. in product-specific infor- mation that is included with the delivered goods. In case of doubt, the Customer will obtain additional infor- mation and consultation before using a product. DD Group has a contractual obligation to provide consultation, however, solely insofar as this has been expressly agreed in writing between the parties.

Section 6 Prices and Terms of Payment

Unless otherwise agreed, all prices are shown strictly net in euros, excluding shipping costs and packaging and, in the case of export deliveries, excluding any applicable customs duties, fees and other official levies.
The agreed prices are based on the labour, material, energy and overhead costs effective at the point in time of the conclusion of the If and when these costs increase within four (4) months between the conclu- sion of the contract and the point in time of the delivery, DD Group is entitled to raise the prices unless the increase of the costs was foreseeable at the time of the conclusion of the contract, DD Group is in default of delivery or is otherwise accountable for the cost increase.
In the absence of deviating agreement, the purchase price of delivered goods will be invoiced immediately after the handover of the goods.
DD Group will send the invoices to the Customer by post or electronically by In the absence of deviating agreement, invoices are due and payable without deduction immediately upon their receipt by the Customer. If the Customer is in default of payment of an invoice, DD Group is entitled to assert statutory claims without any limitations.
DD Group is entitled to carry out any outstanding deliveries or perform any outstanding services solely against advance payment or provision of collateral if and when it becomes aware after conclusion of the contract of circumstances that are likely to reduce significantly the Customer’s creditworthiness and that cause the pay- ment of the open claims of DD Group by the Customer from the pertinent contractual relationship to appear to be at risk.
The Customer may offset payment solely against undisputed or finally adjudicated claims and may exercise a right of retention solely against undisputed or finally adjudicated claims from the same contractual

Section 7 Complaint of Defects and Liability for Defects

The Customer shall examine consignments of goods for defects without undue delay upon their arrival. The Customer shall submit written complaint of visible defects without undue delay, no later than within five (5) workdays of the receipt of the goods, and shall document the defects in reasonable scope. Written notice of hidden defects shall be submitted to DD Group without undue delay, no later than within five(5) workdays after discovery of the In all other respects, Section 377 HGB [Commercial Code] applies without limitation.
DD Group warrants that the products conform to the product description and that their use in conformity with the contract is not in conflict with any third-party rights. A material defect cannot be construed in cases of unsuitable or improper use of the products, incorrect storage, incorrect installation or operational startup by the Customer or third parties, incorrect or negligent handling, improper maintenance, the use of unsuitable operating materials and chemical, electro-chemical or electrical effects for which DD Group is not The warranty for material defects presumes that the Customer has not used the products, either itself or through third parties, contrary to the contractual provisions or the operating instructions, unless the Customer can demonstrate that the defect is independent of any such factors.
Insofar as there is a defect in the supplied products at the time of the passing of risk, DD Group is entitled and obligated, at its discretion, to subsequent performance in the form of subsequent improvement or substitute delivery within a reasonable Remedy of the defect can also initially consist of the demonstration to the Customer of reasonable methods that will prevent or avoid the effects of the defect. In the case of legal defects, DD Group will obtain for the Customer a legally faultless opportunity to use the products; DD Group may alternatively exchange the pertinent products (in whole or in part) for products of equivalent quality, provided that this is reasonable for the Customer.
Customer’s claims relating to expenditures for the purpose of the subsequent performance, in particular transport, road, labour and material costs, are precluded insofar as the expenditures have increased because the products have subsequently been removed to a site other than the agreed delivery site, unless the removal conforms to the intended use of the In other respects, DD Group may refuse to carry out the subse- quent performance insofar as it involves unreasonable costs.
If and when the subsequent performance has definitively failed (at least two (2) attempts at subsequent per- formance for each defect), the Customer may at its option request reduction of the consideration or rescind the Rescission of the contract is precluded in the case of only minor defects. Section 8 of these GTB applies to claims for damage compensation and claims for reimbursement of fruitless expenditures because of defects.
If and when DD Group performs services during the search for, or remedy of, the defect to which it is not obligated, it may request remuneration on a time and material basis for the This is especially the case if and when a defect reported by the Customer cannot be verified or cannot be attributed to DD Group. The claim to remuneration does not exist insofar as the Customer demonstrates that it did not recognise the lack of a defect and it is not at fault for failing to recognise the lack of the defect.
The limitation period for Customer’s claims pursuant to this Section 7 amounts to one (1) year and begins upon the delivery of the goods. The shortening of the limitation period does not apply in cases of wilful intent or gross negligence on the part of DD Group, if DD Group has fraudulently concealed a defect or if the defect is found in a third-party right in rem that can be exercised to request the surrender of the goods.

Section 8 Liability

Where the cause of the damage is based on intent or gross negligence, DD-Group is liable in accordance with the statutory The same shall apply to the extent that liability is mandatory due to loss of life, physical injury or the impairment of health of a person, as well as due to the breach of material contractual obligations and under the German Product Liability Act.
In the event of a negligent breach of a material contractual obligation, DD-Group's liability shall be limited to compensation for typically foreseeable damage.
Above and beyond this, all claims for damages – regardless of their nature and legal grounds – are We therefore do not accept liability for damage that has not occurred to the delivered item itself and, in partic- ular, not for any indirect or subsequent damage, as well as additional expenses, production downtimes, lost profits and other financial losses suffered by the customer.
The above limitations of liability apply to the same extent in favour of the executive bodies, legal representa- tives, employees and agents of DD-Group.
The customer's claims for damages become time-barred one (1) year after the customer becomes aware of the circumstances giving rise to the claim or from the point in time from which the customer, without gross negligence, should have become aware of the circumstances giving rise to the claim and the person of the obligor. Exempt from the shortened limitation period are claims in the event of intent or gross negligence on the part of DD-Group or if DD-Group has fraudulently concealed a defect.

Section 9 Retention of Title

DD Group retains title of ownership to the goods it delivers to the Customer until any and all, including future, claims of DD Group arising from the business relationship to the Customer have been fulfilled completely (hereinafter: “reserved goods”). If and when third parties seize the reserved goods, in particular by attach- ment, the Customer will immediately point out to the parties DD Group’s title and will notify DD Group of the seizure so that it can secure its ownership rights.
The processing, combining or mixing of the reserved goods by the Customer is carried out at all times on behalf of and for DD Group as the manufacturer, but does not result in any obligations on the latter. If and when the reserved goods are processed, combined or mixed with other products that do not belong to DD Group, DD Group acquires co-ownership of the new product in the ratio of the objective value of the goods it delivered to the other processed or combined goods at the time of the processing or combining.
The Customer is entitled to resell the reserved goods during the normal course of business. The Customer assigns here and now its claims against its customers from the resale of the reserved goods in the amount of the invoice (including VAT) to DD Group; DD Group accepts the assignment. The assignment is effective regardless of whether the goods are resold without or after processing. The Customer remains entitled to collect the claim even after the assignment. The above provision is without prejudice to DD Group’s right to collect the claim DD Group will not, however, itself collect the Customer’s claim against its customer as long as the Customer is not in default of payment and no petition for the initiation of bankruptcy proceedings against the Customer’s assets has been filed.
In the event that the Customer is in default of payment or suspends its payments or that a major worsening of its assets occurs with the consequence that the claims of DD Group appear to be a risk, in particular if a petition for the opening of bankruptcy proceedings against its assets has been filed, DD Group is entitled to request surrender of the reserved goods from the Customer. The request for surrender of the goods represents the rescission of the contract. The prior setting of a deadline is dispensable.

Section 10 Confidentiality and Data Protection

The Customer will maintain strict confidentiality regarding confidential information and documents of technical or commercial nature that it receives from DD Group and that are either designated as confidential or are obviously to be viewed as confidential for the duration of the contractual relationship and beyond; in particular, it will not disclose any such information to third parties without authorisation.
Customer’s personal data (e.g. name and email address of DD Group’s contact at the Customer’s business) will be collected, processed and used by DD Group in compliance with data protection regulations, in particular the General Data Protection Regulation (GDPR). The data required for the business transaction will be stored by DD Group and, as necessary for the purposes of the performance of the contract, transferred to external service providers (e.g. shipping companies). More detailed information can be found in the DD Group privacy policy as most recently revised.

Section 11 Compliance and ethical business conduct

The Customer affirms that it acts in conformity with any and all applicable statutory provisions in the course of its business activities, in particular with the regulations for fighting corruption and money laundering and other criminal law provisions.
The Customer is responsible in its purview for compliance with applicable laws, regulations and other provi- sions of security law relating to the approval, use and application of the products. The Customer will obtain any permits required under export laws in the country of destination. Moreover, the Customer is responsible for the observance of any export regulations in each case of resale and shall insofar release DD Group from any and all obligations.
The Customer does not maintain, either directly or indirectly, business relationships to terrorists or to terrorist or other criminal organisations. The Customer will implement appropriate technical and organisational measures to ensure compliance in its business operations with relevant embargoes, the applicable European regulations for fighting terror and crime and the corresponding American or other applicable national regula-
If there is justified suspicion that the Customer is breaching or has breached the aforementioned obligations, DD Group is entitled, at its option, to rescind or to terminate the contract if and when DD Group cannot rea- sonably be expected to continue to uphold the In the event of the termination of contract under such circumstances, DD Group is released from any and every performance obligation. The Customer will indemnify and hold harmless DD Group from and against any and all third-party claims (including official fines), costs (including reasonable legal counsel fees) and loss or damage insofar as they result from the culpable breach of its obligations pursuant to this Section 11.
Forced labour, slave labour or similar work must not be All work must be voluntary and employees must be able to terminate their work or employment at any time. In addition, there must be acceptable treatment of workers. Psychological hardship, sexual and personal harassment must not take place.
Child labour must not be used. The Business Partner must comply with the recommendation from the ILO conventions on the minimum age for the employment of children. The rights of young workers must be pro- tected and special protective regulations must be observed.

Section 12 Final Provisions

Modifications of and amendments to the contract shall not be binding on the parties unless in writing (fax is adequate, email is not). The requirement of written form itself can be set aside solely by written agreement between the parties.
Sole applicable law is the law of Germany, precluding application of provisions regulating the conflict of laws in international private law and the UN Convention on the International Sale of Goods (CISG). Venue for any and all disputes arising in the context of the contract is Mannheim. DD Group has the right to file legal actions at any and every other court with national or international jurisdiction.
Should individual provisions of the contract or of these GTB be, or become, invalid or unenforceable, or should an omission in the contract be determined, the validity of the remaining provisions will not be affected. The parties will agree to a valid provision in lieu of the invalid, unenforceable or omitted provision that comes closest to the commercial intent of the parties at the time of the conclusion of the contract.

Laudenbach, November 8th, 2024