Terms & Conditions of business

ConverterTec Service GmbH (Lastly amended 04.2026)

1. General

1.1
All deliveries and other services (including assembly, commissioning, repair, maintenance, and consulting services) of ConverterTec Service GmbH shall be gov-erned exclusively by these Terms and Conditions. We shall not recognize any conflicting or deviating terms and conditions of the customer, including any terms and con-ditions of purchase, unless we have expressly agreed to their applicability in writing. These Terms and Conditions shall apply even if we perform delivery to the customer without reservation despite knowledge of the customer’s conflicting or deviating terms and conditions. The con-tractual partner in each case shall be the respective ConverterTec entity issuing the confirmation.

1.2
We reserve all rights of ownership and copyright to all illustrations, drawings and other documents (hereinafter referred to as the “Documents”) without restriction. The Documents shall not be made available or disclosed to third parties without our prior written consent. Documents provided in connection with quotations shall be returned to us without undue delay upon request if no order is placed. Sentences 1 and 2 shall apply mutatis mutandis to documents of the customer that have been provided to us in connection with the performance of deliveries or services.

1.3
We shall be entitled to make partial deliveries and to render partial services only if
•the partial delivery or performance is usable for the
customer within the scope of the contractual purpose,
•the delivery of the remaining ordered goods or perfor-mance of the remaining services is ensured, and
•this does not result in significant additional expenditure or costs for the customer unless we agree to bear such costs.

1.4
We shall be entitled to engage reliable third parties for the performance of our obligations, without being relieved of our contractual responsibilities.

1.5
Following the provision of services, we shall be entitled to obtain the customer’s written confirmation of the services rendered, in particular by having the corresponding time sheets signed. The necessary forms shall be provided by us.

1.6
Should any provision of these Terms and Conditions be or become invalid, the validity of the remaining provisions and of the contract as a whole shall remain unaffected. This shall not apply if adherence to the contract would result in unreasonable hardship for one of the contracting parties.

2. Content of the contract/conclusion of contract

2.1
Unless otherwise agreed in writing, any pre-contractual information provided by us, including quotations, cost estimates and descriptions, shall be non-binding.

2.2
Documents provided in connection with a quotation, such as drawings, illustrations, technical data, references to standards and statements in advertising materials, shall not constitute any agreed quality, representations or warranties, unless expressly designated as such in writing.

2.3
Unless otherwise agreed in writing, information contained in catalogues, brochures, information sheets, instructions for use and other materials shall not form part of the con-tract.

2.4
Orders shall be binding on us only if confirmed by us in writing or if fulfilled by us within two weeks of receipt. The customer shall be bound by its order for this period.

3. Prices/terms and conditions of payment

3.1

Unless otherwise stated in our order confirmation, our prices shall be Ex Works (EXW) (Incoterms® 2020) at the place specified in our quotation or acceptance. If no place is specified, the prices shall apply Ex Works (EXW) at the place of business of the ConverterTec entity issuing the confirmation.

Our prices are exclusive of packaging; such packaging shall be invoiced separately. The same shall apply to services.

3.2

Invoicing for services shall be based on an agreed fixed price or, if no fixed price has been agreed, on a time and materials basis in accordance with our service rates applicable at the time the services are provided, plus incidental costs (e.g. travel expenses, replacement parts). If the application of the current service rates results in a price increase of 10% or more compared to the prices or service rates agreed at the time of conclusion of the contract, the customer shall be entitled to withdraw from the contract prior to the provision of the services.

3.3

Services rendered in connection with the preparation of a cost estimate may be invoiced to the customer if this has been agreed in writing in the individual case.

3.4

The agreed payment terms shall apply to all payments. Unless otherwise agreed, all invoices shall be due immediately and payable without deduction within 14 days of the invoice date.

3.5

All payments made to us must be by transfer to an account nominated by us and free of charges for us. Unconditional crediting to our account is authoritative for on-time payment.

3.6

We shall be entitled to request partial payments for partial performances. 

3.7

All prices are exclusive of statutory value added tax (VAT), which shall be shown separately on the invoice at the rate applicable at the time of invoicing.

3.8

The acceptance of bills of exchange shall be subject to our prior consent. All related charges and costs, as well as all risks associated with timely presentation and protest, shall be borne by the customer.

3.9

In the event of default in payment by the customer, we shall be entitled, without prejudice to the assertion of further damages, to charge default interest at a rate of at least 9 percentage points above the applicable base rate of the European Central Bank (ECB).

3.10

In the event of default in payment or if there are justified doubts as to the customer’s ability to pay or creditworthiness, we shall, without prejudice to our other rights, be entitled to demand security or advance payment for outstanding deliveries or services, to suspend performance of our outstanding obligations, and/or to declare all claims arising from the business relationship immediately due and payable.

3.11

The customer shall be entitled to set off or exercise a right of retention only with respect to claims that are undisputed or have been finally adjudicated. In the event of defects in the delivery, the customer’s counterclaims shall remain unaffected.

3.12

We shall be entitled to assign receivables against the customer to third parties. 

4. Retention of title

4.1

We retain title to the goods supplied until all claims arising from the business relationship with the customer have been fully satisfied. The customer shall be entitled to dispose of the goods in the ordinary course of business.

4.2

The retention of title shall also extend to products resulting from the processing, mixing or combining of our goods, in which case we shall be deemed the manufacturer without incurring any obligations thereby. If our goods are processed, mixed or combined with goods of third parties, and such third parties retain title, we shall acquire co-ownership in proportion to the invoice values of the goods used.

4.3

The customer hereby assigns to us, by way of security, all claims against third parties arising from the resale of the goods, in the full amount or, where applicable, in the amount corresponding to our co-ownership share (see Section 4.2). We hereby accept such assignment.

The customer shall be entitled to collect these claims on our behalf until such authorization is revoked or the customer defaults on its payment obligations. Such authorization shall automatically terminate without the need for revocation if insolvency proceedings are applied for in respect of the customer’s assets.

The customer shall not be entitled to assign these claims by way of factoring, including for collection purposes, unless the factor is irrevocably obliged to make direct payment to us in the amount of our share of the claim for as long as we have outstanding claims against the customer.

4.4

The customer shall handle the goods with due care and, in particular, shall insure them at its own expense against fire, water damage and theft at their replacement value. If maintenance or repair work is required, the customer shall carry this out in a timely manner at its own expense.

4.5

The customer shall notify us immediately in writing of any access by third parties to the goods or to the claims assigned to us, in particular in the event of attachment or other enforcement measures.

4.6

Prior to full payment of our claims, the goods and the corresponding claims shall neither be pledged to third parties nor assigned or transferred by way of security.

4.7

At the customer’s request, we undertake to release collateral to which we are entitled insofar as the value of such collateral exceeds the secured claims by more than 10%. The selection of the collateral to be released shall be at our discretion.

4.8

Within the scope of the agreed performance specifications, the customer shall be granted a non-exclusive right to use standard software solely in connection with the agreed devices and in unmodified form. Such right of use shall not be transferable independently of the corresponding device.

The customer shall be entitled to make two backup copies for data security purposes. Any further or extended rights of use shall require a separate written agreement. In the event of a breach of the granted rights of use, the customer shall be fully liable for any resulting damage.

5. Delivery/performance

5.1

Delivery and performance periods shall be binding only if expressly confirmed as binding by us.

5.2

Delivery and performance periods shall commence on the date of the order confirmation. Unless otherwise agreed, the delivery period shall be deemed to have been complied with if the customer has received notification that the goods are ready for dispatch at the agreed time or within the agreed period; in the case of services, if performance has commenced within such period.

5.3

Compliance with delivery and performance periods is subject to the clarification of all technical matters, in particular the timely receipt of all documents to be provided by the customer, as well as the granting of all necessary approvals and releases and compliance with the agreed payment terms and other obligations of the customer. If these conditions are not met, the delivery and performance periods shall be extended by an appropriate period unless we are responsible for the delay.

5.4

If we are prevented from timely delivery or performance due to official orders or measures, force majeure, mobilization, war, civil unrest, strike, lockout, power outage, cyberattack, epidemic or pandemic, incorrect or delayed delivery by suppliers, or other unforeseen obstacles beyond our control or that of our suppliers, the relevant deadlines shall be extended by an appropriate period.

5.5

If the hindrances to delivery or performance set out in Section 5.4 persist for an unreasonably long period, either party shall be entitled to withdraw from the contract. The customer shall be entitled to withdraw only after the unsuccessful expiry of a reasonable grace period, unless a fixed-date transaction (Fixgeschäft) has been expressly agreed in writing. The customer agrees that the remedy set out in this Section 5.5 shall be its sole and exclusive remedy.

5.6

If a delivery or performance deadline is exceeded for reasons for which we are responsible, the customer shall be entitled to withdraw from the contract after the unsuccessful expiry of a reasonable grace period. Any claims for damages shall be governed by Section 11.

5.7

If the customer defaults in acceptance or otherwise delays delivery or performance, we shall be entitled to claim compensation for any resulting damage, including additional expenses (e.g. storage costs). We shall be entitled to claim liquidated damages at a rate of 0.5% of the respective price per calendar week, up to a maximum of 5% of the respective price in total, in the event of final non-acceptance.

Such liquidated damages shall accrue from the commencement of the delivery period or, if no delivery period has been agreed, from the date on which notification is given that the goods are ready for dispatch.

The right to claim higher damages and our statutory rights (in particular compensation for additional expenses, reasonable compensation and termination) shall remain unaffected; however, any liquidated damages shall be set off against further monetary claims. The customer shall be entitled to prove that no damage or substantially lower damage has been incurred than the above liquidated damages.

5.8

In the event of default in payment by the customer, we shall be entitled to exercise a right of retention with respect to further deliveries or services.

6. Obligations to cooperate

If we provide services at a location other than our place of business, or if the provision of our services depends on preparatory work by the customer or by a third party engaged by the customer, the customer shall, at its own expense, carry out or procure in a timely manner all pre-paratory work and cooperation required to ensure that no delay or hindrance occurs in the commencement or per-formance of the services.
In particular, the customer shall, without request, provide us in advance with all necessary documents (e.g. ap-provals, plans).
In addition, the customer shall provide all necessary utilities, protective equipment and tools, and shall supply all relevant information required for the proper perfor-mance of the services.

7. Passing of risk

7.1
Unless otherwise agreed, delivery shall be Ex Works (EXW) (Incoterms® 2020) at the place specified in our quotation or acceptance, which shall also determine the place of transfer of risk. If no place is specified, delivery shall be Ex Works (EXW) at the place of business of the ConverterTec entity issuing the confirmation.
Accordingly, the risk of accidental loss and accidental deterioration of the goods shall pass to the customer as soon as the customer is notified that the goods are ready for dispatch at the agreed time or within the agreed peri-od.

7.2
If dispatch of the goods is delayed at the customer’s request, the risk of accidental loss and accidental deteri-oration shall pass to the customer as of the originally agreed delivery date.

7.3
Unless otherwise agreed, the risk of accidental loss and accidental deterioration in respect of services, both as a whole and in respect of any separable parts thereof, shall pass to the customer upon notification of completion.
If a trial operation has been agreed, the risk shall pass to the customer upon successful completion of the trial operation or, at the latest, 14 days after receipt of the notification that the services are ready for trial operation.

7.4
In the event of interruption, delay or discontinuation of the services or of the trial operation for reasons for which we are not responsible, the risk of accidental loss and acci-dental deterioration of the services already performed shall pass to the customer upon receipt of notification of the hindrance.

8. Acceptance

8.1

Acceptance of services shall take place only if expressly agreed in writing. Where acceptance has been agreed, we shall notify the customer that the services are ready for acceptance.

8.2

Unless a specific date for acceptance has been agreed, acceptance shall take place immediately upon completion of the services or, in the case of larger projects, within 7 days of receipt of notification that the services are ready for acceptance.

8.3

Acceptance may not be refused on the basis of defects that do not materially impair functionality.

8.4

If acceptance is not carried out within 14 days of receipt of notification that the services are ready for acceptance for reasons for which we are not responsible, acceptance shall be deemed to have been effected upon expiry of such period.

8.5

Acceptance shall also be deemed to have been effected if the customer uses the relevant item prior to expiry of the period set out in Section 8.4.

8.6

Where acceptance has been agreed, the transfer of risk shall, by way of derogation from Section 7.3, take place upon acceptance.

8.7

The costs of acceptance shall be borne by the customer.

9. Liability for material defects

9.1

All information concerning the suitability, processing and use of our products, as well as technical advice and other information, is provided to the best of our knowledge; however, this shall not release the customer from carrying out its own checks and trials or from employing or engaging qualified personnel.

We shall be liable for any specific use of our products only if we have been informed thereof in writing in advance and have expressly confirmed such use.

9.2

The customer’s rights in the event of material defects and defects of title (including incorrect or short delivery, as well as improper assembly or installation and defective instructions) shall be governed by the statutory provisions, unless otherwise specified below. In all cases, the statutory provisions governing the sale of consumergoods (including industrial consumer goods) and any rights of the buyer arising from separately issued guarantees, in particular those granted by the manufacturer, shall remain unaffected.

The customer’s rights in respect of material defects shall be subject to the customer having duly complied with its obligations to inspect the goods and to notify us of any non-conformity without undue delay.

9.3

In the case of goods with digital elements or other digital content, we shall be obliged to provide and, where applicable, update such digital content only to the extent expressly agreed in a quality agreement. We shall not be liable for any public statements made by the manufacturer or other third parties in this respect.

9.4

Our obligations under liability for material defects shall be limited to repair or replacement (subsequent performance), at our discretion. If the type of subsequent performance chosen by us is unreasonable for the buyer in a particular case, the buyer may reject it. Our right to refuse subsequent performance under the statutory provisions shall remain unaffected.

We shall be entitled to make the subsequent performance contingent upon the buyer having paid the due purchase price. However, the buyer shall be entitled to retain a portion of the purchase price that is reasonable in relation to the defect.

9.5

The customer’s claims for reimbursement of expenses incurred for the purpose of subsequent performance, in particular transport, travel, labour and material costs, shall be excluded to the extent that such expenses increase because the goods have been taken to a place other than the agreed place of delivery.

9.6

Claims by the buyer for reimbursement of expenses shall be excluded unless the final contract in the supply chain constitutes a consumer goods sale or a consumer contract for the provision of digital products.

Claims by the buyer for damages or reimbursement of futile expenses shall, in the event of defects in the goods, exist only in accordance with Section 11.

9.7

The customer shall grant us the necessary time and opportunity for subsequent performance, to be determined at our reasonable discretion.

If subsequent performance fails after two attempts, the customer shall be entitled to the statutory rights in respect of liability for material defects; any claims for damages shall be subject to the conditions set out in these Terms and Conditions.

9.8

Liability for material defects shall, in particular, be excluded in respect of defects arising after the transfer of risk as a result of improper transport, improper storage, unsuitable ground conditions, improper installation or  assembly, improper use or connection, misuse or operation not in accordance with the intended purpose,excessive strain, abnormal operating conditions, or external influences beyond our control, including but not limited to natural events (e.g. earthquakes, storms) or electrochemical or electrical influences, as well as normal wear and tear.

Furthermore, any liability for material defects shall be excluded in the event of deterioration or loss of the goods after the transfer of risk, unless the defect causing such deterioration or loss already existed prior to the transfer of risk.

9.9

Claims based on liability for material defects shall also be excluded if operating, installation or maintenance instructions are not followed, if modifications or alterations are made to the delivered goods, or if non-approved spare parts or consumables are used.

9.10

Goods subject to a complaint may be returned only with our prior written consent. In such cases, the customer shall ensure that the goods are properly packed in a manner suitable for transport.

9.11

Parts replaced in the course of fulfilling our obligations under liability for material defects shall become our property upon removal.

9.12

We shall be liable for repairs or replacement deliveries to the same extent as for the originally delivered goods and, in any event, until expiry of the limitation period applicable to claims for material defects in respect of the original goods or services.

9.13

The general limitation period for claims arising from material defects and defects of title shall be two years from delivery. If acceptance has been agreed, the limitation period shall commence upon acceptance.

If the goods are a building or an item that has been used for a building in accordance with its normal use and has caused its defectiveness (building materials), the limitation period shall be five years from delivery. Special statutory provisions on limitation shall remain unaffected.

The above limitation periods under sales law shall also apply to contractual and non-contractual claims for damages by the buyer based on a defect in the goods. Claims for damages by the buyer pursuant to Section 11.2 and under the Product Liability Act shall be subject exclusively to the statutory limitation periods.

9.14

Unless otherwise provided in Section 11, the customer shall not be entitled to any further or other claims than those set out in this Section 9.

10. Industrial property rights and copyright/legal defects

10.1

Unless otherwise agreed in writing, we shall be obliged to deliver goods free from third-party intellectual property rights (including industrial property rights and copyright) only in the country of the place of delivery.

If the use of the delivered goods results in an infringement of third-party intellectual property rights in such country, we shall, at our discretion and at our expense, either obtain for the customer the right to use the goods, modify the goods in a manner reasonable for the customer so as to eliminate the infringement, or replace the goods.

The limitation period shall be as set out in Section 9.13 for material defects.

10.2

If the subsequent performance described in Section 10.1 is not possible under economically reasonable conditions or within a reasonable period of time, the customer shall be entitled to the statutory rights of withdrawal or reduction of the purchase price.

10.3

Our above obligations shall apply only if the customer: (i) notifies us without undue delay in writing of any claims asserted by third parties; (ii) reasonably supports us in defending against such claims and enables us to carry out the subsequent performance in accordance with Section 10.1; (iii) does not acknowledge any infringement; and (iv) grants us the right to take all necessary defense measures and to conduct settlement negotiations.

10.4

Claims by the customer based on liability for defects of title shall be excluded if the customer is responsible for the infringement of third-party intellectual property rights (including industrial property rights and copyright), in particular where such infringement results from specific requirements of the customer, from a use not foreseeable by us, or from modifications made by the customer or from use of the goods together with products not supplied by us.

10.5

Unless otherwise provided in Section 11, the customer shall not be entitled to any further or other claims than those set out in this Section 10.

11. Damages

11.1

Claims by the customer for damages, irrespective of their legal basis, in particular arising from breach of contractual obligations or from tort, shall be excluded.

11.2

The foregoing exclusion of liability shall not apply to:

• damages arising from injury to life, body or health resulting from a breach of obligations for which we are responsible; or
• other damages resulting from an intentional or grossly negligent breach of obligations by us.

11.3

The limitation of liability set out in Section 11.1 shall likewise not apply in the event of a breach of essential contractual obligations (cardinal obligations), i.e. obligations the fulfilment of which is essential for the proper performance of the contract and on the observance of which the customer may reasonably rely.

In cases of slight negligence, however, our liability shall be limited to the typical, foreseeable damage under the contract.

11.4

Any liability arising from fraudulent concealment of a defect, from the assumption of a guarantee or procurement risk, under product liability law, or under other mandatory statutory provisions shall remain unaffected.

11.5

Any breach of obligations by our legal representatives or vicarious agents shall be deemed equivalent to a breach of obligations by us.

11.6

We shall be liable for the restoration of data only if the customer has carried out appropriate and customary data backup procedures and has ensured that the data and programs can be restored with reasonable effort and expense.

12. Extended lien

12.1

In respect of claims arising from an order the contractual basis of which is a contract for work or services, we shall be entitled to a contractual lien over the items that come into our possession in connection with such order.

12.2

We shall also be entitled to assert the contractual lien in respect of claims arising from previous work, services or deliveries, provided that such claims are related to the subject matter of the order.

The contractual lien shall apply to other claims only if such claims are undisputed or have been finally adjudicated, and if the customer is the owner of the subject matter of the order.

13. Place of performance, place of jurisdiction and applicable law, termination

13.1

The place of performance for deliveries and services shall be our respective place of business.

13.2

If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of business of the ConverterTec entity issuing the confirmation (see Section 1.1) shall be the exclusive place of jurisdiction.

However, we shall also be entitled to bring legal proceedings against the customer before the court having jurisdiction at the customer’s place of business. Mandatory statutory provisions, in particular those relating to exclusive jurisdiction, shall remain unaffected.

13.3

If the customer has its place of business in a non-EU Member State and is not established in an EFTA Member State (Iceland, Norway, Switzerland or Liechtenstein), Section 13.2 shall not apply. Instead, all disputes arising out of or in connection with this contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (ICC) by three arbitrators appointed in accordance with those rules.

The seat of arbitration shall be our respective place of business in Germany. The applicable substantive law shall be the law of the Federal Republic of Germany, excluding the conflict of laws rules of private international law and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

The language of the arbitration proceedings shall be English.

13.4

All contracts concluded with us for deliveries and services shall be governed exclusively by the law of the Federal Republic of Germany, excluding the conflict of laws rules of private international law and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

13.5

We shall be entitled to terminate the contract with immediate effect by written notice if the customer becomes insolvent, enters into liquidation, has a receiver or administrator appointed over its assets, or ceases to carry on business, or if any act is done or event occurs which, under applicable law, has a similar effect to any of the foregoing.

14. Authoritative version

In cases of doubt, the German version of these General Terms and Conditions of Business shall prevail.