Terms and Conditions

of GETT Gerätetechnik GmbH as of February 2025

1.) Scope of application 

(1)    These General Terms and Conditions of Sale and Delivery (hereinafter referred to as "GTCSD") apply to all contracts that we conclude in our capacity as seller and supplier. This also applies to future business transactions. The customer's terms and conditions shall not apply, even if we do not expressly object to their validity. Deviating or conflicting terms shall only apply if we have expressly recognised them at least in text form. If the customer's terms and conditions also contain a provision stating that the seller’s or supplier’s terms and conditions shall not apply, then to the extent that the terms and conditions do not align, supplementary statutory provisions shall apply, unless otherwise agreed between the parties at least in text form. If we provide service or repair work, these GTCSD shall also apply.
(2)    These GTCSD apply only to business entities (§ 14 German Civil Code – BGB) and legal entities under public law.
(3)    Oral statements made by our employees require confirmation at least in text form. The same applies to collateral agreements and modifications of contracts.

2.) Conclusion of Contract and Contractual Terms

(1)    The scope of the delivery and/or service owed by us shall be determined by our offer and our order confirmation.
(2)    We reserve the right to make changes to the agreed execution of our deliveries or other services insofar as this is necessary to ensure product safety or due to legal requirements.
(3)    We retain full ownership and copyright exploitation rights over cost estimates, processes, drawings, test programmes, layouts, and other documents and data. These may only be disclosed to third parties with our prior consent, which must be provided at least in text form. If we are not awarded the contract or if the contract is terminated, any drawings and other documents provided as part of an offer must be returned to us immediately upon request. The same applies accordingly to the customer's documents, with the exception that the customer's documents may be made accessible to third parties whom we engage to fulfil deliveries or services under the customer’s order.

3.) Export Regulations

(1)    Our products may be subject to export restrictions.
(2)    In the event of an export to a country outside the European Union, the customer must confirm in text form, prior to shipment or installation, that our products will be used solely for civilian purposes and not in connection with nuclear technology or any other regulated technology.
(3)    Additional export control measures remain reserved. For this purpose, we are entitled to disclose the name and address of customers, suppliers, and other parties involved in contract execution to third parties for security screening purposes.
(4)    If customers, suppliers, or other parties directly or indirectly involved in contract execution are listed on German, European, or U.S. sanctions lists, we shall be entitled to withdraw from or terminate the contract. Following the declaration of withdrawal or termination, all claims for compensation against us shall be excluded.

4.) Price and Payment

(1)    Unless otherwise agreed, all quoted and agreed prices are ex-works, exclusive of packaging, and subject to the applicable statutory VAT, where applicable.
(2)    We shall adjust the prices payable under this contract in accordance with the development of the cost factors relevant to price calculation. A price adjustment may be requested if, for example, the costs for energy procurement, personnel, materials, or preliminary products increase or decrease. The relevant points in time for determining cost increases or decreases are, on the one hand, the time of contract conclusion and, on the other hand, the time of manufacturing the contractual items. When adjusting prices, both cost increases and cost decreases shall be considered simultaneously. No price adjustment shall take place if the price of the contractual item at the time of manufacture, while maintaining the original calculation, deviates by no more than 3% from the price at the time of contract conclusion. If a price change of specific cost elements such as energy, personnel, materials, or preliminary products was foreseeable at the time of contract conclusion, no price adjustment shall be made for such increases. If the statutory VAT increases between the time of contract conclusion and the relevant date for VAT assessment, the customer shall bear the increased VAT.
(3)    Notwithstanding any other rights to which we are entitled, we may withdraw from the contract and reclaim our performance to secure our rights if the customer defaults on payment and an appropriate grace period for payment has expired. In the event of agreed instalment payments, we shall be entitled to demand immediate payment of outstanding amounts if the customer defaults on a due instalment, suspends payments, or experiences a significant deterioration in financial circumstances that poses a concrete risk to our claims. A significant deterioration in financial circumstances shall, in particular, be deemed to have occurred in the case of actual or imminent insolvency or over-indebtedness of the customer, the initiation of enforcement measures by creditors of the customer, the submission of a statutory declaration of assets, or the non-payment of a due instalment.
(4)    The customer shall only be entitled to set-off, retention, or refusal of performance rights if their counterclaims have been legally established, are undisputed, or have been acknowledged by us. Furthermore, the customer may only exercise a right of retention insofar as their counterclaim arises from the same contractual relationship.

5.) Delivery; Delivery and Performance Time

(1)    The place of performance is our registered office.
(2)    Delivery dates and delivery periods are only binding if they have been agreed at least in text form or have been confirmed by us in at least text form, and if the customer has provided us with all necessary information and documents required for execution and delivery in a timely manner, as well as made any agreed advance payments as per the agreement. Agreed deadlines commence on the date of the order confirmation. In the case of subsequent additional or extension orders, the deadlines shall be extended accordingly.
(3)    Any subsequent customer requests for modifications or additions shall reasonably extend the delivery period. The same applies to measures taken in the context of labour disputes, particularly strikes and lockouts, or other operational disruptions, as well as mobilisation, war, civil unrest, delays in the delivery of essential raw materials and components, pandemics, government orders, and other unforeseeable events beyond our control, insofar as these obstacles result in or contribute to non-compliance with the deadline. The above-mentioned circumstances shall not be deemed our responsibility even if they arise while a delay is already in progress.
(4)    If the customer is in default of acceptance or otherwise breaches their obligations to cooperate, we shall be entitled, without prejudice to any other rights, to store the products appropriately at the customer’s risk and expense. If we store the products, storage costs shall amount to 0.5% of the net purchase price of the stored items per full week. Storage fees shall be limited to 5% unless higher costs are proven. The customer retains the right to provide evidence of lower storage costs. Furthermore, we shall be entitled to withdraw from the contract and/or claim damages from the customer. The compensation for damages shall be a flat rate of 15% of the agreed net purchase price unless the customer proves that a lower amount or no damage has occurred. Notwithstanding this flat-rate compensation, we remain entitled to claim compensation for any actual damage incurred.
(5)    For justified reasons and within a reasonable scope, we may make partial deliveries. We shall inform the customer in advance of any partial deliveries.
(6)    Correct and timely self-supply remains reserved.

6.) Transfer of Risk

(1)    In the case of a sales contract or a contract for work and materials, our obligation to perform is limited to making the goods available for dispatch. Unless otherwise agreed, the handover of goods shall take place in accordance with FCA Treuen Incoterm 2020. The customer is obligated to collect or arrange for the collection of the goods within seven calendar days after receipt of the availability notification or the invoice.
(2)    Shipment of the goods shall only take place upon request and at the expense and risk of the customer. The choice of shipping method shall be at our discretion, taking the customer’s instructions into reasonable consideration.
(3)    Risk shall transfer to the customer upon provision of the goods and notification of readiness for dispatch, or, in the event of shipment by GETT, upon handover of the goods to the transport provider. In any case, risk shall transfer no later than when the goods leave our production facility/warehouse, or, in the case of drop shipments, the production facility/warehouse of our upstream supplier, even if partial deliveries are made. This shall apply regardless of whether additional services (e.g. contract work) have been agreed.
(4)    Upon request and at the expense of the customer, we shall insure the goods against risks specified by the customer.

7.) Retention of Title

(1)    We retain ownership of the delivered goods until full payment of the purchase price and settlement of all other present or future claims against the customer. The retention of title to the delivered goods ceases once the outstanding balance from the business relationship has been settled by the customer and does not revive upon the later emergence of new claims.
(2)    Any processing or modification of the delivered goods, as well as their combination with third-party items by the customer or third parties, shall be carried out on our behalf. We shall acquire co-ownership of the newly created items in proportion to the value of the delivered goods.
(3)    The customer may neither pledge the delivered goods nor transfer them as security. The customer must inform us immediately of any pledges, seizures, or other threats to our ownership by third parties by sending copies of the relevant documents. Any costs incurred due to intervention shall be borne by the customer.
(4)    If the customer resells the delivered goods before full payment of the agreed price, they shall, upon conclusion of the contract, assign to us their claims arising from the resale up to the order price plus a 10% collection charge as security. This applies regardless of whether the customer sells the delivered goods to one or more buyers, together with other items not belonging to us, either with or without further processing or after incorporation into another item. We shall not collect such claims as long as the customer duly fulfils their payment and other obligations. Upon our request, the customer shall disclose the debtors of the assigned claims, notify them of the assignment at their own expense, and hold the collected sale proceeds separately from their own assets for our benefit.
(5)    If the value of our securities exceeds the total claims by more than 10%, we shall, at the customer's request, release or retransfer the excess securities of their choice.
(6)    If the legal system governing the location of the delivered goods does not permit retention of title but allows for similar security rights in the goods, such similar rights shall be deemed agreed upon between the customer and us. The customer is obliged to cooperate in any measures we take to protect our ownership or similar security rights in the goods. The customer may be compelled to comply with these obligations under Clause 7 without further notice through an interim injunction or other appropriate legal measures.

8.) Customer's Duty to Cooperate

Where applicable, the customer shall assume the following duties of cooperation at their own expense:

• Confirmation of the accuracy and completeness of the requirement specification or technical specification in text form, unless the order is placed from the product catalogue.
• In the case of product development contracts, verification and confirmation that the product to be developed does not infringe any third-party rights, particularly intellectual property rights such as patent rights.

9.) Warranty

(1)    The warranty period is 24 months from the transfer of risk (Clause 6).
(2)    We shall, at our discretion, either repair, replace, or re-perform defective goods.
(3)    For goods that can be returned to us without unreasonable expense, defect rectification shall take place at our premises. The customer shall properly package the item, including any necessary accessories, and return it to us at our expense.
(4)    If the item is not located at the place of its intended use, the customer shall bear the additional costs incurred for rectification. These include, in particular, higher transport or travel costs.
(5)    The customer must allow us the time and opportunity reasonably required to rectify the defect. If the customer refuses to do so, we shall be released from liability for the defect.
(6)    Only in urgent cases where operational safety is at risk—of which we must be informed immediately—or with our prior consent at least in text form, shall the customer have the right to rectify the defect themselves or through third parties and claim reasonable reimbursement of costs from us.
(7)    We shall bear the direct costs arising from the repair or replacement of defective delivery or service components, including the cost of the replacement part and its shipment, reasonable costs for removal and installation, and any necessary personnel deployment expenses incurred by the customer. In such cases, replaced parts shall become our property
(8)    Further claims by the customer against us or our agents are excluded, particularly claims for compensation for damage that has not occurred to the delivered goods themselves. This exclusion does not apply in cases of intent or gross negligence. It also does not apply if we have breached an essential contractual obligation.

10.) Exclusion of Warranty

(1)    We exclude warranty claims for damages resulting from improper use, modifications, or interference with the item, as well as faulty assembly, repair, or maintenance carried out by the customer or third parties. This also applies if the customer or a third party uses accessories that do not comply with our specifications or those of third parties. The above exclusion does not apply if the customer can prove, in connection with the defect report, that the aforementioned actions were not the cause of the defect.
(2)    No warranty is provided for used goods.
(3)    Our statutory obligation to compensate for damages or expenses relating to injury to life, body, or health, as well as for intentional or grossly negligent breaches of duty in accordance with these GTCSD, remains unaffected.

11.) Liability

(1)    We assume special responsibility for the professional and careful fulfilment of the following so-called cardinal obligations: compliance with the delivery deadline, the duty to deliver goods free from material defects, as well as advisory, protection, and custodial obligations that enable the customer to use the delivered goods in accordance with the contract or protect the customer’s property or the life and health of their personnel from significant damage.
(2)    We shall not be liable for ordinary negligence on the part of our corporate bodies, legal representatives, employees, or other vicarious agents, unless it constitutes a breach of a material contractual obligation. In cases of ordinary negligence and the breach of a material contractual obligation, damages shall be limited to foreseeable, typically occurring damages. Material contractual obligations are those specified in paragraph (1) and those aimed at protecting the life and health of the customer’s personnel or third parties, or at preventing significant damage to the customer’s property. Foreseeable, typically occurring damages are those that were objectively foreseeable at the time of contract conclusion as a possible consequence of a breach of contract, as well as those that we, exercising reasonable commercial diligence, should have foreseen based on the circumstances known to us or that we ought to have known. Liability under this paragraph (2) is in any case limited to a maximum of EUR 5,000,000.00. Claims for damages under this paragraph (2) shall expire 24 months after they arise.
(3)    Our liability for damages caused by gross negligence is unrestricted and unlimited, except where such damages were caused by simple vicarious agents. Simple vicarious agents in this sense refer to workers, employees, or other persons we use to fulfil our obligations, provided they perform simple tasks with limited responsibility. In the event of damages caused by the gross negligence of simple vicarious agents, compensation shall be limited to foreseeable, typically occurring damages, as defined in paragraph (2), sentence 4.
(4)    Our liability for damages caused by wilful misconduct is unrestricted and unlimited, except where such damages were caused by simple vicarious agents. Simple vicarious agents in this sense refer to workers, employees, or other persons we use to fulfil our obligations, provided they perform simple tasks with limited responsibility. In the event of damages caused by the wilful misconduct of simple vicarious agents, compensation shall be limited to foreseeable, typically occurring damages, as defined in paragraph (2), sentence 4.
(5)    Our liability for injury to life, body, health, or personal freedom is in no circumstances restricted or limited.
(6)    For claims for reimbursement of expenses by the customer, paragraphs (2) - (5) apply accordingly.

12.) Rejection Rate

(1)    In cases where we provide assembly services only for materials supplied by the customer, an individual rejection rate shall be contractually agreed upon as acceptable in the specification or requirement document.
(2)    Our rights concerning defective or insufficiently supplied materials remain unaffected by the provisions of paragraph (1).

13.) Impossibility; Contract Adjustment

(1)    If the performance of the delivery or service owed by us or the customer becomes impossible, the general legal principles shall apply with the following provisions: If the impossibility is due to our fault, the customer shall be entitled to claim compensation for damages. However, such compensation shall be limited to 10% of the value of that part of the delivery or service which cannot be put to its intended use due to the impossibility. Any further claims for damages by the customer are excluded. This does not apply where we are liable for intentional misconduct or gross negligence. The customer’s right to withdraw from the contract remains unaffected.
(2)    If unforeseen events significantly change the economic significance or content of the delivery or service, or have a substantial impact on our operations, the contract shall be adjusted accordingly in good faith. If such an adjustment is not economically feasible, we shall have the right to withdraw from the contract. If we choose to exercise this right, we shall inform the customer immediately upon recognising the full impact of the event, even if an extension of the delivery period was initially agreed with the customer.

14.) Force Majeure

Force majeure, labour disputes, unavoidable operational disruptions, civil unrest, pandemics, government measures, and other unavoidable events shall release us from the obligation to perform in a timely manner for the duration of such events. During such events and for a period of two weeks after their conclusion, we shall – without prejudice to our other rights – be entitled to withdraw from the contract in whole or in part, provided that these events are not of insignificant duration and that our demand has been substantially reduced due to the necessity of procuring goods elsewhere.

15.) Applicable Law and Jurisdiction

(1)    Exclusively the law of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
(2)    The place of jurisdiction for all disputes shall be our registered office for both contracting parties. However, we also reserve the right to bring legal action at the customer’s place of business.

Treuen (Vogtland), February 2025