General Terms and Conditions

1. Scope

1.1 These General Terms and Conditions (GTC) apply to all business relationships between Neobution GmbH, Heinz-Neuhaus-Str. 6, 44229 Dortmund, Germany, registered in the commercial register of the Local Court of Dortmund under HRB 29974 (hereinafter “Neobution”), and its customers.

1.2 Neobution supplies exclusively entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. By placing an order, the customer confirms that it is acting in the exercise of its commercial or independent professional activity.

1.3 Deviating, conflicting or supplementary general terms and conditions of the customer shall not apply unless Neobution has expressly consented to their application in text form. This consent requirement also applies where Neobution delivers without reservation in the knowledge of deviating terms of the customer.

1.4 These GTC, in their respective current version, also apply to all future business with the customer without the need for renewed express reference to them.

2. Offers and Conclusion of Contract

2.1 All offers, price lists, product information and stock lists of Neobution are subject to change and non-binding. They merely constitute an invitation to place orders; prices and availability may be adjusted at any time prior to the conclusion of the contract.

2.2 A contract is only concluded upon Neobution’s order confirmation in text form (e.g. email) or upon delivery of the goods.

2.3 Obvious errors as well as printing, calculation and clerical errors in offers, order confirmations or invoices entitle Neobution to correction; statutory rights of rescission remain unaffected.

2.4 Customary technical changes or changes initiated by the manufacturer, as well as changes in form, colour or packaging, remain reserved to the extent the change is reasonable for the customer and the goods fulfil their function.

2.5 Collateral agreements as well as amendments or supplements to the contract require text form (e.g. email); this also applies to any waiver of this text form requirement.

3. Prices and Payment

3.1 All prices are in euros, net, plus the applicable statutory value added tax and — unless expressly agreed otherwise — FCA Dortmund warehouse (Incoterms® 2020) including customary packaging. Costs of transport, transport insurance, customs duties and other charges shall be borne by the customer.

3.2 Unless otherwise agreed, invoices are payable in advance or within the payment period stated on the invoice, without deduction. Cash discounts require a separate agreement in text form.

3.3 If the customer defaults on payment, Neobution is entitled to charge default interest at the statutory rate for commercial transactions (Section 288 (2) BGB) as well as the statutory default lump sum (Section 288 (5) BGB). The assertion of further damage caused by default remains reserved.

3.4 Neobution is entitled to withhold outstanding deliveries until all due outstanding claims have been settled in full.

3.5 Set-off is only permitted with counterclaims that are undisputed, finally adjudicated or ready for decision. The customer is only entitled to rights of retention to the extent its counterclaim is based on the same contractual relationship.

4. Creditworthiness Reservation

4.1 If, after conclusion of the contract, it becomes apparent that Neobution’s claim to payment is jeopardised by the customer’s lack of ability to perform (e.g. payment default from previous deliveries, application for the opening of insolvency proceedings, negative information from a customary credit agency, material deterioration of the customer’s financial situation), Neobution is entitled to perform outstanding deliveries only against advance payment or provision of security (Section 321 BGB).

4.2 If the customer provides neither advance payment nor security within a reasonable period, Neobution may withdraw from the contract; Neobution may claim reimbursement of expenses already incurred.

4.3 In the cases of clause 4.1, Neobution is further entitled to declare all claims from the ongoing business relationship immediately due and payable to the extent the underlying performance has already been rendered.

4.4 Neobution is entitled to obtain customary credit information about the customer for the purpose of assessing creditworthiness.

5. Delivery, Passing of Risk and Reservation of Self-Supply

5.1 Delivery dates and delivery periods are non-binding unless they have been expressly confirmed as binding in text form.

5.2 Partial deliveries are permitted to the extent they are reasonable for the customer; they may be invoiced separately.

5.3 The risk of accidental loss or accidental deterioration of the goods passes to the customer upon handover to the carrier, freight forwarder or other person designated to carry out the shipment; in the case of collection by the customer, upon provision of the goods and notification of readiness for collection. This corresponds to the agreed delivery term FCA Dortmund warehouse (Incoterms® 2020).

5.4 Transport insurance will only be taken out at the express request and expense of the customer.

5.5 The customer is obliged to inspect the goods immediately upon receipt for completeness and recognisable transport damage, to document any transport damage identified without undue delay vis-à-vis the transport service provider and to notify Neobution in text form. The duties to inspect and give notice of defects pursuant to Section 377 of the German Commercial Code (HGB) (clause 8.1) remain unaffected.

5.6 The conclusion of the contract is subject to the reservation of correct and timely self-supply by Neobution’s suppliers. This applies only where Neobution has concluded a congruent covering transaction and is not responsible for the non-supply. Neobution will inform the customer of the non-availability without undue delay and will immediately refund any consideration already received.

5.7 Events of force majeure and other events unforeseeable at the time of conclusion of the contract that are beyond Neobution’s control (e.g. natural disasters, pandemics, war, official measures, embargoes, strikes, lockouts, general raw material or transport shortages) release Neobution from its delivery obligation for the duration of the disruption plus a reasonable start-up period. If the disruption lasts longer than two months, both parties are entitled to withdraw from the contract with respect to the affected performance; any consideration already provided will be refunded.

6. Export Control and Sanctions

6.1 Deliveries by Neobution are subject to the applicable provisions of German, European and, where applicable, US export control, customs and sanctions law.

6.2 The customer undertakes to comply with all applicable export control and sanctions provisions when passing on, reselling or exporting the goods. In particular, the customer will not supply the goods, directly or indirectly, to sanctioned persons, organisations or embargoed countries and will not permit any prohibited end uses (in particular military end use, unless authorised). When reselling to third parties, the customer will pass on these obligations in an appropriate manner.

6.3 Upon request, the customer will promptly provide Neobution with all information and documents required for export control checks (e.g. end-use declarations).

6.4 Performance of the contract by Neobution is subject to the proviso that no provisions of export control or sanctions law prevent performance and that any required licences are granted. Delays due to export checks or licensing procedures extend delivery periods by a reasonable amount; the refusal of a required licence does not constitute a breach of duty by Neobution.

6.5 The customer shall indemnify Neobution against all damage and expenses resulting from the customer’s culpable breach of the above obligations.

7. Retention of Title

7.1 The delivered goods (reserved goods) remain the property of Neobution until full payment of all claims arising from the ongoing business relationship.

7.2 The customer is obliged to treat the reserved goods with care and to insure them adequately at its own expense against the usual risks (in particular fire, water, theft).

7.3 The customer is entitled to resell the reserved goods in the ordinary course of business. The customer hereby assigns to Neobution by way of security all claims arising from the resale in the amount of the final invoice amount (including value added tax) of the secured claims; Neobution accepts the assignment.

7.4 The customer remains authorised to collect the assigned claims. Neobution may revoke this authorisation and disclose the assignment if the customer defaults on payment, a case under clause 4.1 exists or an application for the opening of insolvency proceedings has been filed. In that case, the customer shall provide Neobution without undue delay with the information and documents required for collection.

7.5 Pledging or transfer by way of security of the reserved goods is not permitted without Neobution’s prior consent in text form. In the event of third-party access to the reserved goods (in particular seizures), the customer shall point out Neobution’s ownership and inform Neobution without undue delay in text form; the customer shall bear the costs of defending against such access to the extent they cannot be recovered from the third party.

7.6 Neobution undertakes to release the securities to which it is entitled at the customer’s request to the extent their realisable value exceeds the secured claims by more than 10 %; the selection of the securities to be released is at Neobution’s discretion.

7.7 For deliveries to countries in which the retention of title under this clause is not effective or only effective to a limited extent, the customer will, at Neobution’s request, cooperate in establishing functionally equivalent security rights under the respective local law.

8. Warranty (Claims for Defects)

8.1 Claims for defects by the customer require that the customer has duly complied with its duties to inspect and give notice of defects pursuant to Section 377 HGB. Notices of defects must be given in text form.

8.2 In the event of defects, Neobution shall, at its own discretion, provide subsequent performance by remedying the defect or delivering goods free of defects. If subsequent performance fails, is unreasonable or is seriously and finally refused by Neobution, the customer is entitled to the statutory rights of price reduction or withdrawal; claims for damages are governed by clause 10.

8.3 Claims for defects become time-barred twelve months after the passing of risk. This shortening does not apply:

• to claims for damages in the cases of clause 10.1;
• in the case of fraudulent concealment of a defect or the assumption of a guarantee of quality;
• to claims under Sections 445a, 445b, 478 BGB (recourse within the supply chain), to the extent the final contract in the supply chain is a consumer goods purchase;
• in the cases of Sections 438 (1) nos. 1 and 2 and 634a (1) no. 2 BGB.

In these cases, the statutory limitation periods and provisions apply.

8.4 No claims for defects exist for damage arising after the passing of risk from improper use, natural wear and tear, external influences, unauthorised modifications or repairs, or the use of non-approved accessories or consumables, unless the customer proves that the asserted defect is not attributable to such causes.

8.5 Information in manufacturers’ product descriptions, data sheets and advertising materials does not constitute a guarantee by Neobution. Manufacturer warranties exist exclusively in the relationship between the manufacturer and the beneficiary and remain unaffected by these GTC.

9. Returns and RMA Procedure

9.1 To ensure swift processing, returns — irrespective of the legal ground — must be registered prior to shipment via Neobution’s RMA portal (rma.neobution.com). The customer receives an RMA number, which must be clearly indicated on the return shipment; the goods may only be shipped after approval by Neobution and to the address communicated in that approval.

9.2 Unregistered returns or returns sent freight collect may considerably delay processing; Neobution is entitled to refuse freight-collect shipments unless Neobution is obliged to bear the transport costs. The customer’s statutory rights in respect of defects remain unaffected by non-compliance with the RMA procedure.

9.3 The goods must be packed appropriately for return transport, in the original packaging where possible. Before returning devices on which data is stored, the customer must back up and delete its own data; Neobution is liable for the loss of such data only in accordance with clause 10.

9.4 Returns of goods free of defects as a gesture of goodwill require prior agreement in text form; Neobution may charge a reasonable restocking fee for such returns. There is no entitlement to goodwill returns.

10. Liability

10.1 Neobution is liable without limitation:

• in cases of intent and gross negligence;
• for culpable injury to life, body or health;
• under the provisions of the German Product Liability Act (Produkthaftungsgesetz);
• in the case of fraudulent concealment of a defect;
• to the extent of a guarantee assumed by Neobution.

10.2 In the event of a slightly negligent breach of a material contractual obligation — i.e. an obligation whose fulfilment is essential for the proper performance of the contract and on whose observance the customer regularly relies and may rely — Neobution’s liability is limited to the foreseeable damage typical for this type of contract at the time of its conclusion.

10.3 In all other respects, Neobution’s liability for slight negligence is excluded.

10.4 In the event of loss of data, Neobution is liable within the scope of the preceding paragraphs only for the effort that would have been required to restore the data had the customer performed proper and regular data backups.

10.5 The above liability provisions also apply in favour of Neobution’s corporate bodies, legal representatives, employees and vicarious agents.

11. Electrical Equipment and Packaging Legislation

11.1 Each party shall comply with its respective obligations under the German Electrical and Electronic Equipment Act (ElektroG) and the German Packaging Act (VerpackG).

11.2 If the customer exports the goods to another country, the customer assumes the registration, take-back and disposal obligations applicable there to the manufacturer or first distributor under the respective national implementations of the relevant directives and indemnifies Neobution against third-party claims in this respect.

12. Data Protection

Neobution processes personal data of the customer and its contact persons exclusively within the framework of the applicable data protection provisions. Details are set out in the privacy policy.

13. Final Provisions

13.1 The law of the Federal Republic of Germany applies exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

13.2 The place of performance for delivery and payment is Dortmund, Germany.

13.3 The exclusive place of jurisdiction for all disputes arising from or in connection with the business relationship is Dortmund, provided the customer is a merchant, a legal entity under public law or a special fund under public law. Neobution is also entitled to sue the customer at the customer’s general place of jurisdiction.

13.4 If these GTC are translated into other languages, the German version prevails in the event of discrepancies.

13.5 Should individual provisions of these GTC be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions remains unaffected.