General Terms and Conditions

Translation for convenience. The German version is the legally binding one.

1. Scope, incorporation and form

• These General Terms and Conditions apply to all contracts, deliveries and other services of TERZ Industrial Electronics GmbH (hereinafter “Supplier”) towards entrepreneurs (§ 14 BGB), legal entities under public law or special funds under public law (hereinafter “Customer”).

• Deviating, conflicting or supplementary terms and conditions of the Customer shall only become part of the contract if and to the extent that the Supplier has expressly agreed to their validity in text form (§ 126b BGB). Silence on the part of the Supplier does not constitute agreement.

• These General Terms and Conditions also apply to future contracts with the same Customer for services of the same kind, without the Supplier having to refer to them again in each individual case.

• Legally relevant declarations and notifications to be made by the Customer to the Supplier after conclusion of the contract (for example setting of deadlines, notices of defects, withdrawal, reduction) require text form.

2. Definitions

• Order: offer by the Customer to conclude a contract for goods/services of the Supplier.

• Goods: movable items including items to be manufactured or produced.

• Product description/data sheet: documented characteristics and instructions for use of the goods.

• Force majeure: events beyond the reasonable control of a party (for example natural disasters, official measures, war, terrorism, strike, lockout, pandemics, significant disruptions to transport/logistics/energy/telecommunications) which make the fulfilment of contractual obligations wholly or partly impossible or unreasonably difficult.

3. Conclusion of contract, documents, duties to cooperate

• Offers of the Supplier are binding for 14 calendar days from the date of the offer unless stated otherwise. Acceptances received later, or acceptances with changes, are deemed a new offer by the Customer and require acceptance by the Supplier.

• The Supplier reserves title and copyright in cost estimates, drawings, samples, calculations, costings and other documents (“Documents”). Documents may only be made available to third parties to the extent necessary for the performance of the contract; otherwise they must be returned or deleted without delay on request or if a contract does not come about.

• The Customer shall provide all information, approvals, data and plans necessary for the provision of services in good time, at the latest 4 weeks before the confirmed start of production, free of charge. The Customer bears delays, additional expenditure or costs resulting from late or faulty cooperation.

4. Prices, packaging, payment

• Unless agreed otherwise, prices are EXW (Incoterms® 2020), plus statutory value added tax, packaging, shipping, insurance, customs duties/levies.

• A discount for early payment is only granted if expressly agreed.

• Payments are due within 30 days net from the invoice date; receipt of payment is decisive. In the event of default, the statutory rules apply (§§ 286, 288 BGB).

• Prices apply only if the confirmed quantity is accepted.

• German Packaging Act (VerpackG): packaging subject to system participation is duly registered in accordance with the German Packaging Act. Take-back only takes place to the extent prescribed by law or agreed.

• German Electrical and Electronic Equipment Act (ElektroG): statutory obligations under the ElektroG are fulfilled in accordance with the respective market roles concerned. Insofar as the Customer is legally deemed a manufacturer/distributor and obligations arise from this, the Customer assumes these obligations and indemnifies the Supplier against corresponding claims to the extent legally permissible.

5. Delivery time, partial delivery, default of acceptance

• Delivery periods and dates are only binding if they have been confirmed in text form and the Customer has fulfilled its duties to cooperate.

• Partial deliveries are permissible to a reasonable extent, provided the remaining delivery is assured and the Customer incurs no additional costs as a result, unless these were agreed beforehand.

• If the Customer is in default of acceptance or breaches duties to cooperate, the Supplier may demand compensation for the resulting damage including additional expenditure; the risk of accidental loss or accidental deterioration passes to the Customer at this point in time.

6. Shipping, transfer of risk

• Unless agreed otherwise, delivery takes place EXW (Incoterms® 2020).

• In the case of sale by dispatch, the risk of accidental loss and accidental deterioration passes to the Customer upon handover of the goods to the carrier/forwarder (§ 447 BGB).

• If dispatch is delayed for reasons for which the Supplier is not responsible, the risk passes to the Customer upon notification of readiness for dispatch.

• The Customer must notify the carrier and the Supplier of transport damage without delay and cooperate in documenting the damage.

7. Duty to examine and give notice of defects, warranty

• The Customer must examine the goods without delay, at the latest within 7 calendar days of delivery, and give notice of recognisable defects (§ 377 HGB). Hidden defects must be notified without delay after discovery.

• In the event of defects, the Supplier shall at its own discretion provide subsequent performance by rectification or replacement delivery. The Supplier may attempt subsequent performance twice; if it fails or is unreasonable, the Customer is entitled to the statutory rights of reduction or withdrawal.

• Limitation: claims for material defects become time-barred after 12 months from delivery. Excluded from this are claims under § 438 (1) no. 2 BGB (buildings/building materials), claims based on fraudulent intent or guarantee, claims arising from injury to life, body or health, in cases of intent or gross negligence, recourse claims within the supply chain under §§ 445a, 445b BGB, and to the extent that the law mandatorily provides for longer periods.

• Warranty is excluded for defects based on improper use, storage, assembly, commissioning or modification of the goods by the Customer, on normal wear and tear, or on influences not covered by the product description/data sheet.

• Characteristics are only deemed guaranteed if they have been expressly designated as a guarantee.

8. Liability

• The Supplier is liable without limitation in cases of intent and gross negligence, for damage arising from injury to life, body or health, under the German Product Liability Act, and where a guarantee has been assumed or in cases of fraudulent intent.

• In cases of simple negligence, the Supplier is only liable for breach of material contractual obligations (cardinal obligations); in this case liability is limited to the damage typical for the contract and foreseeable.

• The limitations of liability also apply in favour of the Supplier’s legal representatives, employees and vicarious agents.

9. Deviations

Reasonable, immaterial deviations in colour, structure, dimensions or design, in particular in the case of subsequent deliveries, remain reserved insofar as they are customary in the industry and do not impair usability.

10. Set-off, retention

The Customer may only set off against undisputed claims or claims established by final court decision. A right of retention exists only in respect of claims arising from the same contractual relationship.

11. Retention of title, processing, advance assignment, release

• The Supplier retains title to the delivered goods until full payment of all present and future claims arising from the ongoing business relationship.

• Processing or transformation by the Customer is always carried out on behalf of the Supplier. In the case of processing, combination or mixing with items belonging to third parties, the Supplier acquires co-ownership in proportion to the values.

• The Customer is entitled to resell the goods in the ordinary course of business; the Customer hereby assigns to the Supplier, with first rank, the claims arising from such resale in the amount of the invoice value of the goods subject to retention of title. The Supplier accepts the assignment.

• The Customer remains authorised to collect the claims; the authorisation may be revoked if the Customer falls into arrears with payment, if a significant deterioration in assets occurs or if insolvency proceedings are applied for.

• Release: if the realisable value of the securities exceeds the Supplier’s claims by more than 10 %, the Supplier shall on request release securities at its own discretion (§ 315 BGB).

• Pledging or transfer by way of security of the goods subject to retention of title is not permitted. In the event of seizure, the Customer must inform the Supplier without delay.

12. Industrial property rights, confidentiality

• The Supplier reserves all industrial property rights in samples, documents, software and know-how.

• Trade and business secrets, confidential information and documents must be treated confidentially and made accessible to third parties only to the extent necessary for the performance of the contract.

13. Force majeure

In the event of force majeure, the obligations to perform are suspended for the duration of the disruption plus a reasonable start-up period. The parties shall inform each other without delay and take reasonable measures to mitigate damage. If force majeure lasts longer than 60 calendar days, either party is entitled to withdraw from the contract in respect of the affected scope of services.

14. Amendments to these Terms (B2B)

• The Supplier may amend these General Terms and Conditions with effect for the future for valid reasons (in particular changes in legislation, adaptation to changed technical or market conditions, elimination of subsequent disturbances of equivalence).

• Amendments are communicated to the Customer in text form with a period of 6 weeks. They are deemed approved if the Customer does not object within this period. The Supplier will point this out in the notification.

• In the event of a material disadvantage, the Customer has a special right of termination insofar as a continuing obligation is affected. Individual contracts already fully concluded remain unaffected by amendments.

15. Severability clause

Should individual provisions be or become wholly or partly invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. In place of the invalid or unenforceable provision, a provision shall be deemed agreed which comes closest to the economic purpose of the invalid provision. § 139 BGB (partial invalidity) is excluded.

16. Applicable law, place of jurisdiction, CISG

• The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

• If the Customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from the contractual relationship is the registered office of the Supplier (Berlin). The Supplier is, however, also entitled to bring an action against the Customer at the Customer’s general place of jurisdiction.

17. Final provisions

• The contractual language is German.

• Collateral agreements, amendments and supplements require text form; individual agreements (§ 305b BGB) take precedence.

• The Supplier’s current privacy policy is available at the URL designated by the Supplier.

Stand: 24 August 2026