General Terms and Conditions of Sale of Evomatec

(As of: October 2025)

1. General

1.1 Scope of Application. These conditions apply to all offers submitted by us and to all contracts concluded with the customer – including transactions concluded via electronic commerce. General terms and conditions of the customer or third parties shall not apply, even if we do not separately object to their validity in individual cases, unless we expressly confirm them in writing in the individual case. Deviating provisions in any framework agreements existing between the customer and us (e.g., global agreements) shall take precedence.

1.2 Offers. All offers are subject to change and non-binding, unless they are expressly designated as binding or contain an acceptance period. We may accept orders/commissions from the customer within ten (10) days of receipt.

1.3 Conclusion/Content of Contract. Unless a mutually signed contract exists, our written order confirmation shall be exclusively decisive for the content and scope of the performance – in particular prices, scope/quality of performance, time of performance, deadlines, and commercial conditions; all other agreements shall be subordinate. Oral agreements/promises prior to conclusion of the contract are legally non-binding and shall be replaced by the written contract, unless their continued validity is expressly agreed. Subsequent amendments/supplements require our written confirmation.

1.4 Documents/Property Rights/Modifications. Documents pertaining to offers (illustrations, drawings, weight/dimension specifications) are only approximately authoritative unless expressly designated as binding. We reserve the right to make design and construction changes, provided that the functionality is not significantly negatively affected thereby. We reserve copyrights including all exploitation rights to drawings, documentation, and other documents; any disclosure or other use by the customer requires our prior written consent. Documents marked as confidential may only be made accessible to third parties with our consent.

1.5 Reservation of Self-Delivery. Our deliveries are subject to correct and timely self-delivery, including with respect to necessary raw materials and primary products. If this does not occur or does not occur on time, we shall inform the customer immediately and shall be entitled to withdraw from the contract within a reasonable period; payments already received shall be refunded immediately.

2. Prices and Payment Terms

2.1 Prices. In the absence of a special agreement, our prices are understood to be ex works (EXW Incoterms® 2020) without discount/rebate, including loading, but plus packaging and plus the statutory value-added tax.

2.2 Cooperation/Payment Default of the Customer. If the customer omits an action incumbent upon it, fails to make a due payment, or falls into arrears, we may set a reasonable deadline for performance and threaten termination of the contract if it expires fruitlessly. If performance does not occur, we may terminate the contract, dispose freely of the delivery item, and demand compensation for the damage incurred (less payments already made and the value of parts that can be reused unchanged). If the customer is not at fault, we may demand compensation for our costs incurred up to the termination and those which can no longer be averted. Statutory rights remain unaffected.

2.3 Deterioration of Creditworthiness/Securities. If we become aware of concrete, objectively verifiable circumstances concerning the customer or in its country of domicile after conclusion of the contract, which make our claims appear insufficiently secured according to commercial principles, we shall be entitled to withhold our performance until further advance payments/securities are provided. If this is not done despite a reasonable deadline being set, we shall be entitled to withdraw from the contract.

2.4 Set-off/Retention. Rights of set-off and retention of the customer are excluded, unless the counterclaims are undisputed or legally established.

2.5 Cost Increases/Price Adjustment. If upstream suppliers increase their prices between the conclusion of the contract and the delivery date, we reserve the right to make a corresponding price adjustment. The same applies in the event of a proven increase in our prime costs (e.g., energy prices). If an adjustment within four (4) months after conclusion of the contract exceeds 5% of the agreed price, the customer shall have a right of termination.

3. Delivery Time and Delay in Delivery

3.1 Deadlines/Commencement. Unless expressly agreed otherwise, delivery dates are non-binding. The delivery period begins with the dispatch of the order confirmation or conclusion of the contract, but not before the provision of all documents/approvals/releases to be procured by the customer and receipt of an agreed down payment. If no date/time specifications are provided, a delivery period of six (6) weeks from the order confirmation or from the occurrence of the last required condition shall apply. In the event of a delivery delay of six (6) months, the customer shall be entitled to withdraw from the contract.

3.2 Adherence to Deadlines. The delivery period is met if the delivery item has left the factory/goods collection point by its expiry or – if collection has been agreed – readiness for shipment has been communicated.

3.3 Force Majeure/Labor Disputes. In the event of strikes/lockouts or unforeseen obstacles beyond our control, which demonstrably have a significant influence on completion/delivery, the delivery period shall be extended appropriately.

3.4 Partial Deliveries. Partial deliveries/performances are permissible, provided they are usable for the customer within the scope of the contractual purpose, the remaining delivery is secured, and this does not result in significant additional effort/costs (unless we bear these).

3.5 Default in Acceptance/Storage. If shipment is delayed at the request/instigation of the customer, we shall charge storage costs starting one month after notification of readiness for shipment. Further/lower storage costs may be proven. After a reasonable deadline has passed fruitlessly, we shall be entitled to dispose of the item otherwise and to deliver with an extended deadline.

3.6 Obligations to Cooperate. The prerequisite for adherence to delivery deadlines is the fulfillment of all contractual obligations of the customer.

3.7 Self-Delivery/Logistics. All dates – binding/non-binding – are subject to timely, appropriate delivery by our upstream suppliers/subcontractors/logistics providers. We shall inform the customer immediately of delays; dates shall be extended accordingly. Liability for delays caused thereby is excluded; this shall not apply if we are at fault.

3.8 Fault. A release from a binding delivery date shall not occur if the customer proves that we are at fault for the non-delivery.

3.9 Default in Acceptance/Payment by the Customer. If the customer fails to accept despite a reminder or falls into payment default, we shall be entitled, in addition to withdrawal, to demand lump-sum damages in the amount of 25% of the agreed price (proof of higher/lower damages is possible in each case).

4. Transfer of Risk

4.1 Handover to Carrier. Unless otherwise agreed (incl. INCOTERM), the risk shall pass to the customer at the latest upon handover of the delivery parts to the forwarder/carrier/other shipper – even in the case of partial deliveries or if we assume other services (e.g., shipping costs, transport/installation).

4.2 Delay in Shipment at Customer's Request. If shipment is delayed for reasons for which the customer is responsible, the risk shall pass upon notification of readiness for shipment.

4.3 Transport Insurance. At the request and expense of the customer, we shall insure the shipment against usual risks (theft, fire, water, etc.).

4.4 Acceptance despite Minor Defects. Delivered items must be accepted – without prejudice to the rights under Sec. 7 – even if they have minor defects.

5. Retention of Title and Insurance

5.1 Retention of Title. The goods shall remain our property until full payment of all – including future – claims arising from the business relationship.

5.2 Custody/Insurance. The customer must treat the delivery item with care and, during the retention of title, insure it at its own expense for the benefit of the supplier against common risks (theft, breakage, fire, water, etc.) and provide proof of insurance coverage.

5.3 Resale/Assignment. Resale is not permitted. If it occurs nevertheless, the customer hereby assigns the resulting claims against the acquirer to us as security for our purchase price claim. A transfer of claims against us to third parties is excluded.

5.4 Processing. If the customer processes the delivery item, this shall be done in our name for our account as the manufacturer; we shall acquire direct ownership of the new item.

5.5 Collection Authorization. We revocably authorize the customer to collect assigned claims in its own name for our account.

5.6 Payment Default. In the event of payment default, we shall be entitled to withdraw from the contract and may demand the return of the goods subject to retention of title.

5.7 Foreign Law. If the law of the state where the item is located does not permit retention of title, but allows other security rights, we shall exercise these. The customer must cooperate in this.

6. Warranty

6.1 Standard of Freedom from Defects. Our performance is free from defects if the actual condition deviates only insignificantly from the agreed condition and this is reasonable. Unless otherwise agreed, our products are designed for single-shift operation (8 hrs/day) for 220 days/year.

6.2 Subsequent Performance. We shall remedy defects reported in writing within the warranty period at our discretion by repair or delivery of defect-free parts. The customer shall return defective parts upon request. If subsequent performance of appropriate quality is not possible, we shall seek a reasonable solution (e.g., alternative delivery items/solutions from our range that overall achieve the agreed or statutory condition).

6.3 Period. The warranty period shall be 12 months from delivery or – if owed – from acceptance. Acceptance shall be deemed to have occurred if the customer does not object within one month of dispatch, stating reasons.

6.4 Special Cases/Multi-Shift Operation. The period according to Sec. 6.3 shall not apply in the event of unusual circumstances, multi-shift operation (Sec. 6.8), or more than 220 operating days/year; in these cases, we shall agree on shortened periods after notification by the customer; if no agreement is reached, the period shall be reduced in accordance with the increased load. For reconditioned parts, the period shall be 6 months. For specially marked parts, an operating hours period may apply, but no longer than 12 months from delivery.

6.5 Exceptions. The periods under Sec. 6.3/6.4 shall not apply to claims for damages under Sec. 7.1 and not insofar as the law provides for longer periods.

6.6 Self-Remedy. The customer may not remedy defects itself or have them remedied by third parties without our written consent. Exceptions are urgent cases (danger to operational safety, prevention of disproportionately large damages) or default in our subsequent performance; in these cases, we must be notified immediately. Permissible self-remedy shall be reimbursed in a reasonable amount.

6.7 Warranty Exclusions. There shall be no warranty, in particular, if: a) the delivery item was modified without our consent and this makes the remedy of defects impossible/unreasonable (additional costs shall be borne by the customer); b) installation/commissioning was contrary to our instructions or not carried out by our personnel; c) operating/maintenance instructions were not followed or improper use occurred; d) it is not used by expert, trained personnel; e) the defect is based on ordinary wear and tear.

6.8 Notification of Special Operating Conditions. The customer must inform us in writing prior to conclusion of the contract of unusual circumstances (climatic/local/operational) or multi-shift operation; if this is omitted, the customer shall bear the risk.

6.9 Secondary Rights. If the (possibly multiple) subsequent performance fails, is refused, is unreasonable, or setting a deadline is dispensable, the customer may reduce the price or – in the event of a significant defect – withdraw from the contract and, provided we do not prove a lack of fault, demand damages/reimbursement of expenses according to Sec. 7, unless we did not have to expect the defect.

6.10 Exercise of Options. At our request, the customer must declare in writing within a reasonable period whether it still demands performance and/or which rights it asserts. If this is omitted, the exercise of these rights requires the unsuccessful setting of a new deadline, unless we have already finally refused subsequent performance. Our statutory claims for damages remain unaffected.

7. Liability

7.1 Scope/Exceptions. The following Sec. 7.2–7.5 apply to all claims for damages – regardless of the legal basis – but not for damages resulting from injury to life, body, or health, for rights/claims in the event of fraudulent concealment or guarantees, for intent/gross negligence on the part of our organs/vicarious agents, or for claims under the Product Liability Act. In these cases, the statutory rules shall apply.

7.2 Simple Negligence. In the event of damage caused by slight/simple negligence, we shall only be liable for the breach of material contractual obligations (cardinal obligations), the breach of which jeopardizes the achievement of the contractual purpose; otherwise, our liability is excluded.

7.3 Amount of Damage/Indirect Damages. In the event of liability under Sec. 7.2, this shall be limited to the typical damage foreseeable at the time of contract conclusion; indirect damages/consequential damages (e.g., lost profits) are excluded.

7.4 Maximum Liability Amount. The foreseeable liability shall be limited in amount to the contract value paid by the customer.

7.5 Statute of Limitations. Claims for damages by the customer shall – insofar as legally permissible – expire upon expiry of the period pursuant to Sec. 6.3 S. 1 in the case of liability for defects, otherwise in one year. For the exceptions mentioned in Sec. 7.1, the statutory periods shall apply.

8. Special Provisions for Electronic Commerce

8.1 Authorized Purchasers. The customer shall ensure that only authorized employees place electronic orders via its customer accounts.

8.2 Access Data. Passwords/user IDs must be kept secret and secured against unauthorized access.

8.3 Online Shop/Offer. The presentation in the online shop is, unless expressly stated otherwise, not a binding offer, but an invitation to submit orders. The contract is concluded by our order confirmation via e-mail.

9. Software, Rights of Use, and Product Data

9.1 Software Modifications. Our liability for software-related errors shall lapse if the customer alters/modifies the software without our consent and the malfunction is based on this.

9.2 Remote Maintenance/Cooperation. If software is part of the delivery item, the customer must ensure internet connectivity and agreed cooperative actions to enable remote maintenance.

9.3 Updates/Tests. Only updates released by us may be installed. Before the start of production, the compatibility of the updates with the machine settings must be checked by supervised test runs.

9.4 Licenses/EULA. The transfer of rights of use is governed by the EULA of the respective manufacturer; they are part of the contract. By commissioning, the customer confirms their validity. Use is not permitted before then.

9.5 Connected Products/Data Processing. In the case of connected products within the meaning of Regulation (EU) 2023/2854 (Data Act), we shall create a separate legal basis with the customer pursuant to Art. 6 GDPR insofar as personal data is affected. We may use non-personal product data to which we are granted access (if applicable, within the scope of a maintenance contract) for product optimization, further development, and for training AI-supported further developments. Disclosure shall only occur to companies affiliated with us pursuant to Sections 15 et seq. of the German Stock Corporation Act (AktG).

10. Export Control

10.1 Export Law Reservation. Our deliveries/services are subject to the proviso that no national or international export control regulations, embargoes, or other restrictions conflict with them.

10.2 Obligations to Cooperate. Both parties shall provide all information/documents required for export/domestic transport/import correctly, completely, in a timely manner, and free of charge.

10.3 Priority of Deadlines. Delays caused by export controls/approval procedures shall take precedence over deadlines/dates, unless they are caused by our fault.

10.4 Refusal of License. If necessary licenses cannot be obtained, the contract shall be deemed not concluded with regard to the affected items; claims for damages are excluded, unless the refusal is the fault of one party.

10.5 Prohibition of Transfer/Civilian Use. The customer may not trade delivered goods contrary to relevant export regulations. It shall ensure that a buyer does not trade the goods, but uses them exclusively itself and for civilian purposes. In the event of violations, we shall be entitled to withdraw/terminate; the customer shall indemnify us against third-party claims and reimburse expenses/losses (including fines/punitive damages).

10.6 End-Use Certificate. If the customer intends to sell to a buyer, it must provide us with an End-Use Certificate (referencing the order number, machine type/number/year of manufacture, buyer's name/address/IDs, country of destination, field of activity, assurance of civilian use) in text form without being asked.

10.7 Reporting Obligation. Violations of Sec. 10.1–10.6 – by own employees or buyers – must be reported to us immediately in text form.

11. Place of Jurisdiction and Applicable Law

11.1 Place of Jurisdiction. The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall be our place of business. We are also entitled to sue the customer at its place of business or at other statutory places of jurisdiction.

11.2 Choice of Law. German law shall apply exclusively, to the exclusion of the conflict of law rules of private international law and the UN Convention on Contracts for the International Sale of Goods (CISG).

End of the General Terms and Conditions of Sale