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General Terms and Conditions of Sale and Delivery (B2B)

1. Scope and order of precedence

  1. These Terms apply to supplies by TERZ Industrial Electronics GmbH (“TERZ”) to persons acting in the exercise of their trade, business or profession within the meaning of section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law (“Customer”). Contracts with consumers are excluded.
  2. Any differing, conflicting or supplementary terms and conditions of the Customer shall become part of the contract only if TERZ has expressly agreed to their application in text form. This also applies if TERZ makes a delivery without reservation while being aware of the Customer’s terms and conditions.
  3. Individual contractual agreements take precedence. Otherwise, the contractual documents validly agreed upon apply in the following order of precedence: order confirmation, technical specifications expressly incorporated by reference, TERZ’s offer and these Terms and Conditions.
  4. The version of these Terms and Conditions validly incorporated when the respective contract is concluded also applies to future contracts of the same kind within an ongoing business relationship.

2. Offers and conclusion of contracts

  1. Product presentations, catalogues, data sheets and other general information issued by TERZ do not constitute binding offers.
  2. Offers made by TERZ are non-binding unless expressly designated as binding.
  3. Unless an order already constitutes timely acceptance of a binding offer made by TERZ, it constitutes a binding contractual offer by the Customer. TERZ may accept it within 14 calendar days of receipt by issuing an order confirmation in text form or by making delivery; any acceptance period specified by the Customer remains applicable. An acceptance containing amendments constitutes a new offer and requires acceptance by the Customer.
  4. Changes or additions to the agreed scope of supply require an agreement in text form. Individual contractual agreements take precedence.

3. Scope of supply, product information and cooperation

  1. The scope of supply owed and the agreed characteristics of the goods are determined by the contractual documents validly agreed upon, in the order of precedence specified in section 1 paragraph 3.
  2. Product descriptions, data sheets, drawings, illustrations, dimensions, weights and performance specifications describe the product. They do not, in themselves, constitute an independent guarantee of quality or durability. Whether a guarantee exists depends on the content of the relevant statement made by TERZ.
  3. TERZ may make technical modifications for technical improvements, because components are no longer available or to comply with changed statutory requirements, provided that they do not impair the agreed function, quality, usability or required approval of the product and are reasonable for the Customer.
  4. The Customer shall provide necessary cooperation, information and approvals completely, accurately and within a reasonable period set by TERZ. Delays for which the Customer is responsible extend performance periods appropriately; the Customer shall bear the necessary additional expenses.
  5. TERZ retains ownership and intellectual property rights in its offers, samples and other documents. They may be disclosed to third parties only for performance of the contract or with TERZ’s prior consent in text form. If no contract is concluded, they shall be returned or deleted upon request; statutory retention obligations and technically unavoidable backup copies are excepted.

4. Firmware and rights of use

  1. Where a product contains firmware, EEPROM binaries or other software, the Customer receives a non-exclusive right, unlimited in time, to use them solely in conjunction with the supplied product and for its intended operation.
  2. The right of use may be transferred only together with ownership of the relevant product. Further reproduction, modification, distribution or making available to the public is prohibited unless permitted by mandatory law or expressly agreed. Mandatory statutory rights, in particular those relating to interoperability, remain unaffected.
  3. TERZ owes source code and functional changes, extensions or voluntary support services beyond the agreed characteristics only under a separate agreement.

5. Prices and payment

  1. Subject to a price adjustment under paragraph 5, the prices agreed at the time of conclusion of the contract shall apply. Statutory VAT is added. Unless otherwise agreed, the Customer shall bear, in addition to the price, packaging and shipping costs, the costs of any agreed transport insurance and any customs duties incurred.
  2. Early-payment discounts require express agreement.
  3. Payment terms are governed by the contractual agreement. Receipt of payment by TERZ is decisive.
  4. The Customer may set off claims that have been finally established by a court or are undisputed. Set-off is also permitted with counterclaims arising from the same contractual relationship that are directly reciprocal to TERZ’s claim, in particular claims relating to defects or non-performance of the performance owed. Set-off is otherwise excluded. The Customer may exercise rights of retention only in respect of claims arising from the same contractual relationship or in respect of undisputed claims or claims finally established by a court. Mandatory rights of the Customer remain unaffected.
  5. If, after conclusion of the contract, material, personnel, energy or transport costs increase for reasons that were not foreseeable when the contract was concluded, TERZ may, at its reasonable discretion (section 315 of the German Civil Code), increase the net price by no more than the remaining additional cost attributable to the outstanding delivery. Cost increases and reductions shall be offset; remaining cost reductions shall be passed on using the same substantive and timing criteria. Additional costs for which TERZ is responsible or which have already been accounted for elsewhere shall be disregarded. TERZ shall notify the Customer of adjustments, together with a comprehensible calculation, in text form in good time before delivery. Expressly agreed fixed prices remain unaffected.

6. Delivery periods and impediments to performance

  1. Delivery periods and dates are binding only if TERZ has expressly confirmed them as binding in text form. Individual contractual agreements take precedence.
  2. A delivery period does not begin until all technical and commercial matters necessary for performance have been clarified, the Customer has fulfilled its due cooperation obligations and agreed advance payments or security have been received. This does not apply to the extent that TERZ is responsible for the delay.
  3. TERZ may make partial deliveries that are reasonable for the Customer if they can be used independently or do not materially impair the use of the part already delivered.
  4. If impediments to performance arise for which TERZ is not responsible and which cannot be avoided by reasonable measures, affected periods are extended by their duration and a reasonable restart period. TERZ shall inform the Customer without undue delay.
  5. Incorrect or late delivery to TERZ by its own supplier relieves TERZ of responsibility only if TERZ entered into a corresponding supply contract in good time, is not responsible for the disruption and informs the Customer without undue delay.
  6. Statutory withdrawal rights and the consequences of unwinding the contract remain unaffected.

7. Delivery, shipment and transfer of risk

  1. Delivery and shipment are governed by the contractual agreement. An agreed Incoterms® rule determines, in particular, transfer of risk, allocation of costs and delivery obligations.
  2. If no Incoterms® rule has been agreed and TERZ dispatches the goods at the Customer’s request to a place other than the place of performance, the risk of accidental loss or accidental deterioration passes to the Customer when the goods are handed over to the carrier, freight forwarder or other person designated to carry out the shipment.
  3. The Customer shall notify the carrier and TERZ of apparent transport damage without undue delay and assist TERZ in documenting the damage. Mandatory statutory rights remain unaffected.
  4. If the Customer defaults in accepting delivery or causes other delays for which it is responsible, TERZ may store the goods and claim reimbursement of necessary additional expenses.

8. Export control

  1. The parties shall comply with the export-control, sanctions and foreign-trade rules applicable to the contract and delivery.

  2. Performance shall not be carried out to the extent that it would violate mandatory export-control or sanctions rules. If a required authorisation is not granted despite a timely and proper application, TERZ may withdraw from the affected part of the contract that has not yet been performed, provided that TERZ is not responsible for the impediment. Advance payments shall be refunded to the extent that, under statutory provisions, the claim for payment ceases to exist for performance that will definitively not be provided. The Customer’s statutory rights, in particular where TERZ is responsible for the impediment, remain unaffected subject to section 11.

  3. The Customer shall provide TERZ in good time with the information on the recipient, destination, end-use destination and intended use required for export-control checks. The Customer shall not resupply or use the products in violation of applicable export-control or sanctions rules.

  4. The Customer shall not sell, supply, export or re-export goods supplied by TERZ, directly or indirectly, to Russia or for use in Russia, to the extent that Article 12g of Regulation (EU) No 833/2014 requires such a contractual prohibition. The same applies to Belarus in accordance with Article 8g of Regulation (EC) No 765/2006. In the event of a breach, TERZ may suspend performance of the affected contract and withdraw from the contract in respect of performance not yet rendered without setting an additional deadline for performance.

  5. To the extent that Article 12ga of Regulation (EU) No 833/2014 applies, the Customer must not use the rights granted or protected information provided by TERZ in connection with the goods listed in Annex XL to that Regulation which are intended, directly or indirectly, for sale, supply, transfer or export to Russia or for use in Russia. The Customer must contractually prohibit any potential sublicensees from such use as well. In the event of a breach, TERZ’s rights under paragraph 4, sentence 3 apply accordingly.

9. Inspection and notification of defects

  1. If the contract constitutes a commercial transaction for both parties, the inspection and notification duties under section 377 of the German Commercial Code (HGB) apply.
  2. In the cases referred to in paragraph 1, the Customer shall inspect the goods without undue delay after delivery to the extent practicable in the ordinary course of business. Apparent defects must be reported to TERZ in text form without undue delay, with as precise a description of the defect as possible.
  3. In the cases referred to in paragraph 1, hidden defects must be reported to TERZ in text form without undue delay after discovery, with as precise a description of the defect as possible. In all other respects, section 377 HGB applies.

10. Rights relating to defects

  1. Statutory rights relating to defects apply subject to the following provisions.
  2. Claims relating to defects are excluded to the extent that an impairment is caused after the transfer of risk by improper use or improper modifications or repairs by the Customer or third parties engaged by the Customer. The statutory allocation of the burden of proof and liability under section 11 remain unaffected.
  3. In the event of a defect, TERZ is initially entitled to choose between repair and replacement, taking the Customer’s interests reasonably into account. If the form of subsequent performance chosen by TERZ is unreasonable for the Customer or fails, the Customer has the further statutory rights relating to defects.
  4. The Customer shall make the goods complained of available to TERZ for inspection and subsequent performance. Replaced parts become TERZ’s property. If a notification of defects was unjustified and the Customer knew this or negligently failed to recognise it, TERZ may claim reimbursement of the expenses necessary for the inspection.
  5. There is no right to withdraw from the contract for a merely insignificant defect.
  6. The limitation period for claims relating to defects is twelve months from delivery.
  7. The shortened period under paragraph 6 does not apply:
    • to claims relating to a defect in the cases covered by section 438 paragraph 1 number 1 or number 2 BGB;
    • where TERZ has fraudulently concealed the defect or assumed a guarantee;
    • to damages claims arising from injury to life, body or health;
    • in the event of an intentional or grossly negligent breach of duty;
    • to claims under the German Product Liability Act;
    • to other mandatory statutory liability; or
    • to mandatory recourse claims in the supply chain, in particular under sections 445a and 445b BGB.
  8. Repair or replacement does not constitute a promise of any extension or renewal of the limitation period beyond what is provided for by law.

11. Liability

  1. TERZ has unlimited liability:
    • for intent and gross negligence;
    • for damage arising from injury to life, body or health;
    • for fraudulent concealment of a defect;
    • within the scope of an assumed guarantee;
    • under the German Product Liability Act; and
    • to the extent that liability may not be excluded or limited under other mandatory law.
  2. In cases of ordinary negligence, TERZ is liable only for breach of an essential contractual duty. Essential contractual duties are duties whose fulfilment makes proper performance of the contract possible in the first place and on whose fulfilment the Customer may regularly rely. In this case, liability is limited to damage that was foreseeable when the contract was concluded and is typical of the contract.
  3. In all other respects, TERZ’s liability for ordinary negligence is excluded.
  4. The limitations of liability also apply in favour of TERZ’s legal representatives, employees and other persons used to perform its obligations, and to non-contractual claims and wasted expenditure.
  5. The statutory allocation of the burden of proof remains unaffected.

12. Selection, integration and use of the products

  1. Unless TERZ has expressly undertaken advisory, development or integration services, the Customer is responsible for selecting, integrating into its systems, testing and safely operating the products within its overall application.
  2. The Customer shall comply with the agreed specifications, product documentation, installation and safety instructions and the limits of intended use. The Customer is responsible for any use outside the agreed specifications or an expressly granted approval for use.
  3. Rights relating to defects and liability remain unaffected, subject to sections 10 and 11.

13. Retention of title

  1. TERZ retains ownership of the goods supplied until all present and future claims arising from the respective contract and the ongoing business relationship have been paid in full.
  2. The Customer may resell goods subject to retention of title in the ordinary course of business. The Customer hereby assigns to TERZ the receivables arising from such resale up to the invoice value of the goods subject to retention of title; TERZ accepts the assignment. The Customer remains authorised to collect the receivables until this authorisation is revoked.
  3. TERZ may revoke the collection authorisation if the Customer is in default on a secured claim, a material deterioration in its financial position occurs or an insolvency application is filed. The Customer shall then provide TERZ with the information and documents necessary for collection.
  4. Processing or transformation of goods subject to retention of title takes place for TERZ as manufacturer, without imposing obligations on TERZ, to the extent legally permissible. If the goods are processed, combined or mixed with other items, TERZ is entitled, to the extent legally permissible, to a co-ownership share equal to the ratio of the invoice value of the goods subject to retention of title to the sum of that invoice value and the value of the other items involved at the time of processing, combination or mixing. If the Customer acquires sole ownership because a principal item belongs to it, the Customer hereby transfers to TERZ a co-ownership share in that ratio; TERZ accepts the transfer. The Customer shall hold the items owned or co-owned by TERZ in custody for TERZ. The assignment under paragraph 2 also applies to receivables arising from the resale of the new item, limited to the invoice value of the goods subject to retention of title used in that item.
  5. Pledging goods subject to retention of title or transferring them as security is prohibited. The Customer shall inform TERZ without undue delay of attachments, seizures or other third-party interference and assist TERZ in safeguarding its rights.
  6. If the realisable value of the security exceeds the secured claims by more than ten per cent, TERZ shall, at the Customer’s request, release security of its choice.
  7. If retention of title is not recognised, or is recognised only to a limited extent, at the destination, the Customer shall, at TERZ’s request, assist in establishing legally permissible security that is as economically equivalent as possible. Mandatory formal and registration requirements of the destination country remain unaffected.

14. Intellectual property rights

  1. Ownership, copyright, patent, trademark and other intellectual property rights are transferred or licensed only to the extent expressly agreed.

15. Waste electrical and electronic equipment and packaging

  1. To the extent that section 19 paragraph 3 of the German Electrical and Electronic Equipment Act (ElektroG) applies to waste equipment supplied to the Customer and originating from users other than private households, and permits a different agreement on costs, the Customer shall bear the costs of return, transport and disposal of that equipment.
  2. TERZ’s statutory take-back, information and other non-waivable obligations as a manufacturer remain unaffected.
  3. To the extent that section 39 paragraph 1 of the German Packaging Law Implementation Act (VerpackDG) permits a different agreement on costs with the Customer for packaging supplied by TERZ, the Customer shall bear the costs of return transport and recovery. Statutory take-back and information obligations remain unaffected.

16. Applicable law, jurisdiction and final provisions

  1. The substantive law of the Federal Republic of Germany applies, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
  2. The exclusive place of jurisdiction for all disputes arising out of or in connection with the contractual relationship is Osnabrück, Germany, if the Customer is a merchant, a legal entity under public law or a special fund under public law, or if the requirements for another permissible jurisdiction agreement are met, in particular under section 38 paragraph 2 of the German Code of Civil Procedure (ZPO). TERZ may also bring proceedings against the Customer at the Customer’s general place of jurisdiction in a Member State of the European Union or a Contracting State to the 2007 Lugano Convention. Mandatory exclusive jurisdictions remain unaffected.
  3. The place of performance for delivery is governed by the agreed delivery clause or, in its absence, by statutory provisions.
  4. The contract language is German or English, as agreed. The language version agreed for the respective contract is authoritative. If both language versions form part of the contract, any precedence of one version requires a separate agreement.

Last updated: 22 September 2026 · Version 1.0