General Terms and Conditions

(1) These terms and conditions of purchase shall apply exclusively to all purchases of goods and the provision of other services to BetaTech, unless governed by special terms and conditions. Differing or contrary terms shall not apply except if expressly agreed upon in writing.

(2) These terms and conditions of purchase shall also govern all future transactions between the parties and shall also apply if we accept delivery despite our knowledge of differing or contrary terms.

(1) The supplier shall accept our offer within a time period not exceeding 2 weeks.

(2) We shall retain ownership and copyright of order documents, drawings and other documents, they may not be disclosed to third parties without our prior written approval. The documents shall be returned if the approval is not granted or after completion of the order.

(1) Prices include delivery to our facilities, including the respective statutory VAT and including any and all costs for packaging, except as otherwise expressly agreed upon.

(2) All invoices must be in triplicate and include the order number of BetaTech GmbH.

(3) Invoices are due and payable within 14 days from receipt of the proper invoice with a 2 % discount or net within 30 days from receipt of the proper invoice.

(1) All delivery dates stated in the order or otherwise agreed upon are binding.

(2) The supplier shall immediately inform us of any threatening or existing delay in delivery, the reasons for such delay and the anticipated duration of such delay. The foregoing shall not affect the occurrence of a default in delivery.

(3) In the event of a delay in delivery, we shall be entitled to the statutory claims.

(1) BetaTech shall retain title of the goods provided to the supplier.

(2) If these parts are processed with others, BetaTech shall obtain joint ownership of these goods according to the value of the goods provided by BetaTech in relation to the other goods at the time of processing.

(1) The risk of loss or damage to the goods passes to us upon delivery at the agreed place of delivery.

(2) All delivery notes and shipping documents must include our order number. We are not responsible for delays in processing, that may arise from failure to do so.

(1) We reserve all rights and remedies for non-conformity provided by applicable law. We are especially entitled, upon our election, to claim remedy of defects, delivery of conforming goods, and damages.

(2) In case of imminent danger we are entitled, after giving notice to the supplier, to remedy the defects on the supplier’s cost.

(3) Obvious defects shall be notified within 2 weeks after transfer of risk. In case of hidden defects, this period shall commence upon discovery of the defect.

(4) Warranty claims shall be time-barred after 36 month of the passage of risk.

(1) The supplier shall, upon first demand, indemnify us and hold us harmless from and against any and all liability or claims of third parties based on the manufacture, delivery, storage, or use of the delivered goods. The above indemnification shall not apply if the claim is based on our intentional or grossly negligent breach of duties.

(2) The supplier shall, at all times during the term of the contract, maintain general liability insurance and product liability insurance, which are customary in the sector. Further damages shall remain unaffected.

(1) The supplier warrants that the goods are free from rights of third parties and that delivery of the goods and the intended use does not violate any rights of third parties. The supplier shall indemnify us, upon first demand, from any claims of third parties in this regard.

(2) Claims based on defect of title shall be time-barred pursuant to § 7 (4) above.

(1) With respect to know-how, inventions and designs that are developed for the delivered goods, we shall be entitled to all intellectual property rights and use.

(1) The supplier may assign its rights and claims against BetaTech to third parties only with our prior written consent.

(2) The supplier shall not without the prior written approval of BetaTech subcontract any of the Works under the Agreement.

(1) The laws of the Federal Republic of Germany (excluding the Convention on Contracts for the International Sale of Goods) shall apply.

(2) The exclusive place of jurisdiction shall be Bonn, if the supplier is a merchant, legal entity under public law or special federal funding.

(3) Place of performance shall be our registered office, except as otherwise specified in the order.

(1) These General Terms and Conditions apply to all sales of goods and other services by BetaTech to third parties unless governed otherwise by special BetaTech terms and conditions.

(2) The supplier’s contradictory General Terms and Conditions are herewith rejected. These shall not apply even if they are contained in the customer´s confirmation of order and BetaTech does not reject them; silence by BetaTech means rejection.

(3) If there are contradictions in the previous mutual contractual declarations or letters of confirmation, the contract shall enter into force according to BetaTech’s General Terms and Conditions even if the customer makes a delivery or otherwise provides a service.

(1) The mutual contractual declarations shall define the extent of the deliveries or services. If a contract is concluded without these mutual declarations, the written offer from BetaTech is definitive, the customer´s written order shall apply.

(2) BetaTech shall retain unrestricted ownership and copyright of cost estimates, drawings and other documents; they can only be made accessible to third parties after prior written consent from BetaTech. These documents must be returned to BetaTech if this consent is not granted or after the completion of the order.

(1) The prices apply ex works excluding packaging. Unless expressly stated otherwise, statutory VAT is not included in the prices.

(2) The price is payable in full within one month of the date of invoice. In the event of default, the statutory interest rates shall apply. The assertion of additional claims for compensation remain unaffected hereby.

(3) The order only reserves the right of offsetting for undisputed or legally enforced counterclaims. This shall also apply to the assertion of rights of retention.

(1) The goods shall remain the property of BetaTech until the fulfilment of all existing and future claims by BetaTech arising from the business relationship with the ordering party. Pledging or use as security is herewith prohibited. When processing the goods, BetaTech shall occupy the position of the manufacturer.

(2) In the case of resale, the normal sale and collection of the resulting claim is permitted. BetaTech can revoke this permission if the ordering party does not properly fulfill its contractual obligations towards BetaTech. The claim resulting from the resale is herewith assigned to BetaTech. This shall also apply to claims for balances from current account relationships. BetaTech shall release securities granted by the ordering party if they exceed the total claim by BetaTech arising from the business relationship by more than 20%.

(3) The ordering party shall treat the goods with due care and attention until transfer of ownership; to this extent it shall maintain them as necessary and inform BetaTech immediately if any pledging, damage or loss. For high-value goods with a nominal value of more than €5.000, the ordering party shall also purchase insurance against theft, fire and water damage. The insurance must be purchased at the ordering party’s costs upon transfer of risk.

(1) Timeliness according to the delivery time prescribed by BetaTech assumes the proper and timely fulfillment of the ordering party’s contractual obligations.

(2) In the case of delayed acceptance by the ordering party, risk of destruction or accidental deterioration of the goods shall transfer to the ordering party at the time of delayed acceptance.

In the case of dispatch at the request of the ordering party, risk of destruction or accidental deterioration of the goods shall transfer to the ordering party upon dispatch, but not later than upon leaving the BetaTech site.

(1) The statutory provisions regarding warranty shall apply. BetaTech shall choose either repair or replacement.

(2) Complaints shall be made in accordance with the German Commercial Code. Complaints must be made in writing.

(1) BetaTech shall only be liable typically foreseeable damage in the event of breach of cardinal duties.

(2) No. 1 above notwithstanding, BetaTech shall only be liable in the case of gross or negligence or intent for damage not resulting from injury to life, limb or health.

(3) Claims for contractual penalties are excluded.

(4) The statutory burden of proof shall apply.

(1) Insofar as the ordering party is a merchant, juridical person under public law or a public institution, the general place of jurisdiction is Bonn.

(2) German law shall apply to the exclusion of the UN Sales Law.

Should individual provisions of this contract be invalid or only partly valid, the validity of the remaining provisions shall be unaffected thereby.