General Terms and Conditions of ZewaTec Automation GmbH

1. Validity of the Terms and Conditions

1.1 These General Terms and Conditions apply exclusively to businesses within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. All quotations, contracts and deliveries by ZewaTec Automation GmbH (hereinafter referred to as ‘ZewaTec’) are made exclusively on the basis of these General Terms and Conditions. These therefore also apply ‘to all future contracts with the same client, even if no further express reference is made to them’.

1.2 These General Terms and Conditions of ZewaTec apply exclusively. This also applies even if we provide the service without reservation whilst being aware of conflicting or deviating terms and conditions

1.3 Should one or more provisions of these General Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions

2. Conclusion of Contract, Binding Nature of Offers

2.1 Our quotations are subject to change without notice, unless they are expressly designated as binding.

2.2 ZewaTec shall provide goods and services based on an accepted order from the customer. The scope of services and/or the goods to be supplied are set out in detail in the orders and the respective order confirmation.

2.3 Unless otherwise agreed, ZewaTec shall, at its own discretion, confirm in writing the orders placed by the customer within 14 days of receipt of the order. If the customer has not received this confirmation from ZewaTec within 14 days of placing the order and ZewaTec has not yet provided any services in connection with that order, the order shall be deemed to have been rejected.

3. Prices

3.1 All prices quoted in ZewaTec’s quotations are net prices; value added tax and other statutory charges applicable at the time of invoicing shall be added to these.

3.2 Unless otherwise agreed, prices are quoted ex works ZewaTec, excluding freight, postage, packaging and insurance.

3.3 If the client terminates the contract without ZewaTec having given cause for such termination, our claim to the agreed remuneration shall remain valid. We shall be entitled to set off any expenses we save as a result of the termination of the contract, or any income we earn or maliciously fail to earn through the alternative use of our workforce. It is presumed that we are entitled to [e.g. 40] per cent of the remuneration attributable to the part of the service not yet performed. The client reserves the right to prove that we have incurred no claim or a substantially lower claim.

4. Deliveries

4.1 Delivery dates are non-binding unless they have been expressly agreed as binding.

4.2 Delays in delivery caused by force majeure, strikes, unforeseeable operational disruptions, delays in supply from upstream suppliers, transport bottlenecks, shortages of raw materials, official measures and other circumstances for which ZewaTec is not responsible shall release ZewaTec from its delivery obligation for the duration of such circumstances and shall justify a reasonable adjustment to the delivery dates. In such cases, the client is entitled, after the expiry of a reasonable grace period, to refuse acceptance of the delayed deliveries. If such an event lasts for more than 3 months, both parties may withdraw from the contract.

4.3 Partial performance is permissible provided that it is of use to and reasonable for the Client, the provision of the remaining performance is guaranteed, and it does not result in any significant additional expense for the Client.

5. Defects and Warranty

5.1 The Client must inspect deliveries received without delay to check quantity and quality. Obvious defects or discrepancies in quantity must be reported in writing on the receipt or immediately upon receipt of the goods. Defects that were not apparent during the initial inspection must be reported in writing immediately upon their discovery.

5.2 In the event of shortfalls or defective goods, ZewaTec shall, as soon as possible and taking into account delivery capabilities, provide supplementary or replacement deliveries to the extent necessary to make up for any shortfalls and to replace defective parts of the delivery. The Client is obliged to accept a partial quantity or the defect-free parts of the delivery, as well as to accept the supplementary or replacement delivery. If the supplementary or replacement delivery does not result in a complete or defect-free overall performance by ZewaTec, the Client is entitled, at its discretion, to withdraw from the contract or to demand a corresponding reduction in the purchase price.

5.3 Unless otherwise specified below, any further claims by the Client – regardless of their legal basis – are excluded. ZewaTec is therefore not liable for damage not attributable to the goods supplied themselves. In particular, ZewaTec shall not be liable for loss of profit or other financial losses suffered by the Client. The above exclusion of liability shall not apply where the cause of the damage is attributable to wilful misconduct, gross negligence or to ZewaTec’s culpable breach of a material contractual obligation, or where ZewaTec has caused injury to life, limb or health. Nor shall the exclusion of liability apply if the client is entitled to claim damages for non-performance due to a defect in a warranted characteristic.

5.4 The warranty does not apply to software deliveries if, following acceptance, the client modifies the software code themselves or through third parties.

5.5 Warranty claims shall become time-barred no later than 12 months after the commencement of the statutory limitation period. The statutory limitation period shall apply to claims for damages arising from wilful misconduct or gross negligence, negligent injury to life, limb or health, and in the event of a contractually agreed no-fault obligation (guarantee).

6. Place of Performance and Transfer of Risk

6.1 The place of performance is the location of ZewaTec’s dispatch warehouse, irrespective of the delivery destination.

6.2 The risk of accidental loss or accidental deterioration of the purchased goods passes to the Client upon handover to the Client or the carrier. This applies even if ZewaTec arranges the transport on behalf of the Client or carries out the transport itself. It is the Client’s responsibility to take out insurance covering the aforementioned risk.

6.3 If the customer is in default of acceptance, the risk of accidental loss or accidental deterioration of the purchased goods shall pass to the customer three working days after the dispatch notification has been sent.

7. Payment

7.1 Unless otherwise agreed, all invoices are to be settled by the client by non-cash means without deduction within 30 days of the invoice date. Cash discounts are not permitted.

7.2 Should the Client default on payment of an invoice, all outstanding claims by ZewaTec, including any claims arising from bills of exchange, shall become due immediately, irrespective of the agreed payment dates. Furthermore, ZewaTec shall be entitled to suspend any outstanding deliveries until all outstanding invoices have been settled and to demand payment in advance for such deliveries. The same shall apply if ZewaTec becomes aware of circumstances that are likely to call into question the client’s creditworthiness.

7.3 Set-off against counter-claims by the client is generally not permitted, unless such counter-claim is due and undisputed or has been established by a final and binding court judgement.

7.4 The client may, at most, exercise a right of retention in respect of payments relating to the specific order in connection with which the client is asserting warranty claims or similar.

7.5 ZewaTec is entitled at any time to assign claims arising from the business relationship with the client.

8. Retention of Title

8.1 All deliveries and services are subject to retention of title. Title shall not pass to the Client until the Client has fully fulfilled its obligations to ZewaTec under the relevant sales contract. The retention of title shall also remain in force as long as, in the case of so-called ‘cheque/bill of exchange cover’, the bills of exchange or cheques provided have not been honoured in full.

8.2 In the event that goods delivered subject to retention of title are combined or mixed with an item belonging to the client or a third party, ZewaTec shall acquire, in place of the client or the third party, proportionate co-ownership of the new item, in the ratio of the purchase price of the combined item to the value of the new item.

8.3 In the event that the goods delivered subject to retention of title are processed or transformed, ZewaTec shall be deemed the manufacturer within the meaning of the law, but without assuming any manufacturer’s obligations. ZewaTec shall be entitled to proportionate co-ownership of the new item in the ratio of the purchase price of the processed or transformed item to the value of the new item.

8.4 The Customer is authorised to resell the goods delivered subject to retention of title in the ordinary course of business. The customer hereby assigns to ZewaTec, in advance, the first-ranking portion of its claims arising from authorised and unauthorised resale, corresponding to the invoice price (including VAT) of the goods supplied by ZewaTec. The names and addresses of the purchasers, as well as the amount of the respective claims, must be disclosed to ZewaTec upon first request. The Client is authorised to collect the claims assigned to ZewaTec for as long as it duly meets its payment obligations towards ZewaTec and ZewaTec does not revoke this authorisation for any other reason. ZewaTec accepts the advance assignments governed by this provision.

8.5 Until the goods delivered subject to retention of title, or the new item created by combination, treatment or processing, have been duly realised, the customer must store them separately from other items. The customer shall bear all costs and expenses necessary for their preservation during this period and shall be liable to ZewaTec for any deterioration. The goods must be adequately insured against damage, loss and destruction.

8.6 Any pledging or transfer of ownership by way of security of the purchased goods or the new item created is prohibited. The Client must immediately notify ZewaTec of any attachments or other encroachments on ZewaTec’s property by third parties and must take appropriate measures to prevent them. Where ZewaTec has grounds to safeguard its rights to the delivered goods by bringing a third-party objection action in accordance with Section 771 of the German Code of Civil Procedure (ZPO), the Client shall be liable for the resulting judicial and extrajudicial costs, insofar as the defendant is unable to reimburse them.

8.7 In the event of the client’s breach of contract, in particular in the event of default in payment, ZewaTec shall be entitled to take back the delivered goods. The taking back of the goods shall not constitute a withdrawal from the contract, unless ZewaTec expressly declares this to be the case.

8.8 ZewaTec undertakes, at the client’s request, to release any existing security to the extent that the realisable value of such security exceeds the claim to be secured by more than 20 per cent; ZewaTec shall determine which security is to be released in each individual case.

9. Data Protection

9.1 To protect personal data, ZewaTec shall comply with the applicable data protection regulations and, in particular, shall ensure that any persons engaged by it in the performance of the contract are bound by a duty of data confidentiality in the event of data processing. Information on our processing of personal data is available at Privacy Policy.

10. Liability for Fault

10.1 We shall be liable without limitation for damage resulting from injury to life, limb or health arising from a negligent or intentional breach of duty by us, our legal representatives or vicarious agents, as well as for damage arising from wilful misconduct or gross negligence, in the event of fraudulent concealment of a defect, to the extent of any guarantee assumed by us and in accordance with the Product Liability Act.

10.2 In the event of a breach of a material contractual obligation due to slight negligence — an obligation the fulfilment of which is essential for the proper performance of the contract and on the observance of which the client may reasonably rely — our liability shall be limited to the damage typical of the contract and foreseeable at the time the contract was concluded, but shall not exceed the sum insured under our liability insurance policy per claim.

10.3 In all other respects, our liability for slight negligence is excluded.

10.4 We shall only be liable for the loss of data up to the cost that would have been required to restore it had the Client carried out proper and regular data backups.

10.5 The above limitations of liability also apply to the personal liability of our employees, legal representatives and vicarious agents, as well as to claims arising from tort.

11. Governing Law

11.1 The legal relationship between the contracting parties shall be governed exclusively by German law. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.

12. Jurisdiction

12.1 Insofar as the contracting party is a trader within the meaning of the law, Hamburg is agreed as the place of jurisdiction for all mutual claims arising from the contractual relationship. We are also entitled to bring proceedings at the Client’s general place of jurisdiction.

September 2026
ZewaTec Automation GmbH