§ 1 Applicability of the Terms

The following General Terms and Conditions of Klasmeier Calibration and Measurement Technology GmbH (hereinafter referred to as “Klasmeier GmbH”) apply to all deliveries, services, and offers of Klasmeier GmbH. They apply exclusively. Deviating terms and conditions of customers are not recognized. They also apply to all future deliveries, services, or offers to the customer, even if not explicitly agreed upon again.

§ 2 Offers and Conclusion of Contract

1. Offers from Klasmeier GmbH are non-binding and subject to change, including price information. Klasmeier GmbH is bound by specially prepared offers for 30 calendar days from the date of the offer.

2. Ancillary agreements, changes, additions, and/or other deviations from these terms and conditions are only valid if Klasmeier GmbH has given its consent. Such agreements must be made in writing.

3. Information provided by Klasmeier GmbH regarding the subject of the delivery or service (e.g., weights, dimensions, utility values, load capacity, tolerances, and technical data) as well as representations thereof (e.g., drawings and illustrations) are only approximate, unless the usability for the contractually intended purpose requires exact conformity. They are not guaranteed quality characteristics, but rather descriptions or designations of the delivery or service. Customary deviations and deviations that occur due to legal regulations or represent technical improvements are permissible, provided they do not impair the usability for the contractually intended purpose.

4. Klasmeier GmbH reserves the right to obtain credit checks, including inquiries with credit agencies (Creditreform, Bürgel, etc.).

§ 3 Customer’s Duty to Cooperate

1. The customer undertakes to perform all acts of cooperation necessary for the fulfillment of the contract.

2. The customer also undertakes to promptly notify Klasmeier GmbH of any change in their name, legal form, or address, as well as any other material changes related to the fulfillment of the contract. If the customer fails to provide such notifications, they shall bear the costs for determining the data necessary for the execution of the contractual relationship.

§ 4 Delivery and Delivery Time

1. Delivery is ex works.

2. Stated delivery dates or periods are non-binding, unless expressly confirmed as binding by Klasmeier GmbH. If shipment has been agreed upon, delivery periods and dates refer to the time of handover to the forwarder, carrier, or other third party commissioned with the transport.

3. Klasmeier GmbH is not liable for impossibility of delivery or for delivery delays, insofar as these are caused by force majeure or other unforeseeable events at the time of contract conclusion (e.g., operational disruptions of all kinds, difficulties in material or energy procurement, transport delays, strikes, lawful lockouts, shortage of labor, energy or raw materials, difficulties in obtaining necessary official permits, official measures, or the failure to deliver, incorrect or untimely delivery by suppliers) for which Klasmeier GmbH is not responsible. If such events make delivery or performance significantly more difficult or impossible for Klasmeier GmbH and the hindrance is not merely of temporary duration, Klasmeier GmbH is entitled to withdraw from the contract. In the case of temporary hindrances, the delivery or performance periods shall be extended or the delivery or performance dates shall be postponed by the period of the hindrance plus a reasonable start-up period. If the customer cannot reasonably be expected to accept the delivery or service due to the delay, they may withdraw from the contract by immediate written declaration to Klasmeier GmbH.

4. Klasmeier GmbH is entitled to make partial deliveries.

§ 5 Place of Performance, Shipment, and Transfer of Risk

1. The place of performance for all obligations arising from the contractual relationship is the registered office of Klasmeier GmbH, unless otherwise specified. Due to technical necessities, this applies in particular to service and repair work.

2. The method of shipment and packaging are subject to the dutiful discretion of Klasmeier GmbH.

3. The risk passes to the customer as soon as the shipment has been handed over to the person carrying out the transport or has left the Klasmeier GmbH factory for shipment. If shipment is delayed or not carried out at the customer’s instigation, the risk passes to the customer upon notification of readiness for shipment.

§ 6 Prices

1. Prices are exclusive of statutory value-added tax, which will be shown separately. All prices are invoiced in Euro. All invoices are payable in Euro.

2. Prices do not include costs for packaging and freight, nor customs duties, fees, and other public charges.

§ 7 Payment

1. Unless otherwise agreed, invoices from Klasmeier GmbH are due and payable immediately upon invoicing, without deduction.

2. If the customer fails to pay on the due date, Klasmeier GmbH is entitled to charge interest on the outstanding amount at 9% above the base interest rate (§ 247 BGB) from the date of default. Klasmeier GmbH is permitted to prove that a higher damage has occurred.

3. If the customer definitively ceases payments and/or insolvency proceedings are initiated against their assets or judicial or extrajudicial settlement proceedings are applied for, Klasmeier GmbH is also entitled to withdraw from the unfulfilled part of the contract.

§ 8 Set-off, Retention, Assignment

1. Set-off is only possible with claims recognized by Klasmeier GmbH or legally established claims. The customer is only entitled to a right of retention based on counterclaims arising from the same contractual relationship.

2. The customer is only entitled to assign or transfer claims, rights, and/or obligations from the contractual relationship with the prior written consent of Klasmeier GmbH.

§ 9 Warranty

1. The warranty period is one year from delivery or, if acceptance is required, from acceptance.

2. The delivered items must be carefully inspected immediately after delivery to the customer or to the third party designated by them, and defects must be reported without delay, § 377 HGB.

3. In the event of material defects in the delivered items, Klasmeier GmbH is initially obliged and entitled, at its discretion to be exercised within a reasonable period, to repair or replace the item. In the event of failure, i.e., impossibility, unreasonableness, refusal, or unreasonable delay of repair or replacement, the customer may withdraw from the contract or reasonably reduce the purchase price.

4. In the event of defects of title, in particular the infringement of industrial property rights or copyrights of a third party, Klasmeier GmbH will, at its discretion and expense, modify or replace the delivery item in such a way that no third-party rights are infringed, but the delivery item continues to fulfill the contractually agreed functions, or procure the right of use for the customer by concluding a license agreement. If it fails to do so within a reasonable period, the client is entitled to withdraw from the contract or to reasonably reduce the purchase price.

5. Due to technical necessities, the place of performance for warranty claims is the registered office of Klasmeier GmbH.

6. The warranty is void if the customer modifies the delivery item without the consent of Klasmeier GmbH or has it modified by third parties, and the rectification of defects is thereby rendered impossible or unreasonably difficult. In any case, the customer shall bear the additional costs of defect rectification resulting from the modification.

§ 10 Limitation of Liability

1. The liability of Klasmeier GmbH is excluded. Excluded from this are claims for damages by the customer arising from guaranteed quality characteristics, injury to life, body, health, or the breach of essential contractual obligations, as well as liability for other damages based on an intentional or grossly negligent breach of duty by Klasmeier GmbH, its organs, legal representatives, employees, or other vicarious agents.

2. Essential contractual obligations are those whose fulfillment is essential for the proper execution of the contract and whose fulfillment is necessary to achieve the purpose of the contract, and on whose compliance the contractual partner can regularly rely.

3. In the event of a breach of essential contractual obligations, Klasmeier GmbH is only liable for the foreseeable damage typical for the contract if this was caused by simple negligence, unless it concerns claims for damages by the customer arising from injury to life, body, or health.

4. The limitations of paragraphs 1 and 2 also apply in favor of the legal representatives and vicarious agents of the provider if claims are asserted directly against them.

5. The provisions of the Product Liability Act remain unaffected.

§ 11 Retention of Title

1. Delivered items (reserved goods) remain the property of Klasmeier GmbH until full payment of all claims arising from the business relationship. Unless expressly agreed otherwise, the customer is not entitled to sell, give away, pledge, or transfer as security the items delivered to them under retention of title.

2. The customer shall store the reserved goods free of charge for Klasmeier GmbH and treat them with care. The customer shall adequately insure the reserved goods at their new value against loss and damage or destruction by fire and water; they hereby assign their claims arising from such an insurance relationship to Klasmeier GmbH, which hereby accepts the assignment.

3. The customer is obliged to immediately notify Klasmeier GmbH in writing of any seizures of the reserved goods and to inform the seizing creditors of the retention of title.

§ 12 Export Regulations

1. Applicable export regulations under German, European, or US law, in particular valid export restrictions, must be strictly observed. The customer shall be solely responsible for obtaining any necessary permits, exemptions, or other official approvals for the export of delivered items.

2. The customer indemnifies Klasmeier GmbH from any liability for violations of applicable export regulations by the customer.

§ 13 Applicable Law, Place of Jurisdiction, Partial Invalidity

1. These terms and conditions and the entire legal relationship between Klasmeier GmbH and the customer are governed by the law of the Federal Republic of Germany, excluding the norms of international private law and the UN Convention on Contracts for the International Sale of Goods (CISG).

2. The registered office of Klasmeier GmbH is the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.

3. Should any provision in these terms and conditions be or become invalid, the validity of all other provisions and agreements between Klasmeier GmbH and the customer shall not be affected thereby.

4. The contract and negotiation language is exclusively German.