Last modified: [09/10/2020]

General Terms and Conditions for Supplies and Services to Clients of NanoTemper Technologies GmbH

PART A – General Conditions

§ 1     Scope of application, order of priority of Parts A, B and C

(1) These General Terms and Conditions for Supplies and Services to Clients (“GTC”) form the basis of all contracts between the client (undertaking within the meaning of § 14 BGB [German Civil Code] and NanoTemper Technologies GmbH (“NTT”) and also apply to all future contracts even if the contracting parties should not expressly agree to the application of these GTC in the future. All supplies and services by NTT, including supplies of goods, the performance of work and services, consultancy services, information and ancillary contractual services (hereinafter together called “Performance”), are therefore provided exclusively based on these GTC even if not explicitly stated.

(2) These GTC have exclusive application. None of the client’s conflicting or supplementary contract terms or references to such contract terms are acknowledged by NTT even if NTT should not expressly object to them. Unreserved Performance by NTT or acceptance of collaborative action or payment by the client will not be deemed acknowledgement of the client’s contract terms. The client’s contract terms will not apply unless NTT expressly agrees to their application.

(3) Individual agreements have priority over these GTC. Where the General Conditions in Part A conflict with the Special Conditions in Part B or Part C the relevant Special Conditions will have priority.

§ 2     Offer and acceptance, deadlines and periods of time, scope of Performance, descriptive details, ancillary agreements

(1) NTT may revoke a binding offer up to conclusion of the contract. The client’s orders and commissions are generally binding.

(2) Deadlines and periods of time stated in offers by NTT for the Performance to be rendered are based on estimates of the extent of the work notified by the client. Agreed deadlines and periods of time are to be considered approximates unless expressly said to be binding.

(3) The scope of Performance due is fully determined from the content of the contract documents.

(4) All Performance over and above the scope of Performance due which is requested by the client will be charged for by NTT plus the costs and disbursements incurred (e.g. materials, travelling expenses, fees).

(5) Descriptive details of Performance (e.g. technical data, tolerances, measurements, weights etc.) and presentation thereof are purely descriptions and designations which are not binding unless expressly confirmed by NTT.

(6) The right is reserved to make technical and constructive customary changes in Performance if they do not have an unreasonably adverse effect on the client and do not prejudice the serviceability of Performance.

(7) NTT’s sales staff is not authorized to enter into verbal ancillary agreements or to give assurances which extend beyond the content of contract documents. All of the terms are set out in the contract documents. There are no verbal ancillary agreements in existence.

§ 3     Prices, price adjustment, extra costs

(1) Agreed prices are euro prices unless otherwise agreed. Prices encompass only the due scope of Performance and are quoted, in principle, ex works (Incoterms 2010). Statutory VAT due is not, in principle, included in prices any more than extra performance, such as loading, transportation, or packaging, unless expressly agreed. Collection is, in principle, for the client to arrange at its own expense. The costs of essential permits and papers, export licenses and customs duty as well as any agreed carriage insurance or other insurance cover is to be borne – subject to any other agreement – by the client.

(2) Should no prices have been agreed on conclusion of the contract the prices current at the time of conclusion of the contract as per NTT’s price list will apply, in principle; NTT will be happy to provide the client with the price list on request.

(3) Where after conclusion of the contract there is a change in costs on which NTT’s calculations are based, especially the cost of labor, materials, raw materials, transport or energy, NTT will make a price adjustment. The price adjustment will be made in accordance with NTT’s original calculation. NTT will promptly inform the client of the price adjustment and provide a comprehensible explanation for it. No price increase may be made if the change in cost is due to circumstances for which NTT is responsible and which contradict the principle of due commercial care. If a price increase exceeds 10 % the client will have two weeks from rece