General Terms and Conditions

You can read the general terms and conditions of NORDMEYER TECHNOLOGIES GmbH here or download them as a PDF:

General terms and conditions for deliveries and services

- only for commercial business transactions -

1 Validity of the terms and conditions

1.1 Deliveries, services and offers of NTG shall be made exclusively on the basis of these General Terms and Conditions for Deliveries and Services (hereinafter: Terms and Conditions), unless otherwise agreed in writing. They shall also apply to all future deliveries, services or offers to NTG's contractual partners, even if they are not agreed upon again.

1.2 Conflicting terms and conditions of the Customer or terms and conditions of purchase deviating from these Terms and Conditions are hereby expressly rejected.

1.3 These Terms and Conditions shall only apply vis-à-vis entrepreneurs within the meaning of Sections 310 para.

1, 14 BGB (entrepreneurs, legal entities under public law, special funds under public law).

2 Offer and conclusion of contract

2.1 NTG's offers are subject to change and non-binding unless they are expressly designated as binding or contain a specific acceptance period.

2.2 The information, illustrations, drawings, weight or dimensional data or other technical data contained in offers, catalogues, on data carriers, in electronic media and other advertising material as well as E-, DIN-, VDE-standards or data referred to do not constitute guarantees but merely quality specifications, unless expressly designated as such. They may be corrected at any time until the conclusion of the contract - unless they are details which have already been designated as binding in an offer of NTG.

2.3 The legal relationship between NTG and the contracting party shall be governed solely by the purchase contract concluded in writing, including these General Terms and Conditions of Delivery. Oral commitments made by NTG, including NTG's employees, are not legally binding and shall be replaced by the written contract, unless it is expressly stated in each case that they shall continue to be binding.

2.4 NTG reserves all copyrights and property rights to offer documents, drawings, descriptions, samples, cost estimates and other documents and aids. They may not be passed on, published, reproduced or made accessible to third parties without NTG's express authorisation. Upon request, documents and data carriers shall be returned without retention of copies.

3 Prices

3.1 Unless otherwise stated, NTG shall be bound by the prices contained in an offer designated as binding for 30 days from the date of issue. Otherwise, the prices stated in NTG's order confirmation for the specified scope of services and

The prices stated in NTG's order confirmation for the listed scope of performance and delivery plus the respective statutory value added tax shall be decisive.

3.2 Additional deliveries and services shall be invoiced separately.

3.3 Unless otherwise agreed, the prices are quoted in EURO ex works including loading at the works; however, excluding packaging and plus the respective applicable statutory value added tax.

3.4 If more than 6 months lie between the conclusion of the contract and the agreed and/or actual delivery date and NTG is not in default of delivery, the prices of NTG applicable at the time of delivery or provision shall apply, unless a fixed price agreement for a specific period has been expressly made.

3.5 In case of price increases of upstream suppliers as well as unexpected increases of labour and transport costs, NTG shall be entitled to increase the agreed prices appropriately, unless an express fixed price agreement for a certain period of time has been made.

4 Delivery and performance time

4.1 Deadlines and dates for deliveries and services promised by NTG are non-binding, unless a fixed deadline or a fixed date has been expressly promised or agreed.

4.2 NTG shall not be liable for impossibility of delivery or for delays in delivery if these are caused by force majeure or other events not foreseeable at the time of conclusion of the contract (e.g. operational disruptions of any kind, difficulties in the procurement of materials and/or energy, transport delays, strikes, lawful lockouts, difficulties in obtaining necessary official authorisations, official measures or the failure of, incorrect or untimely delivery by suppliers) for which NTG is not responsible. If such events make the delivery or performance significantly more difficult or impossible for NTG and the hindrance is not only of temporary duration, NTG shall be entitled to withdraw from the contract. In case of hindrances of temporary duration, the delivery and performance periods shall be extended by the period of the hindrance plus a reasonable start-up period. NTG shall inform the Purchaser as soon as possible of any impending delays.

4.3 Insofar as the Purchaser cannot reasonably be expected to accept the delivery or service due to the delay, it may withdraw from the contract by immediate written notice to NTG.

4.4 If the delivery time is extended or if NTG is released from its obligation, the Customer may not derive any claims for damages from this.

4.5 NTG is entitled to make partial deliveries and render partial services, provided that

the partial delivery can be used by the Customer within the scope of the contractual purpose,
the delivery of the remaining ordered goods is ensured and the Customer does not incur any significant additional expenses or additional costs as a result.

4.6 NTG's compliance with its delivery and performance obligations is subject to the timely and proper fulfilment of the Customer's obligations. If this is not the case, the delivery period shall be reasonably extended. This shall not apply if NTG is responsible for the delay.

4.7 If the Purchaser is in default of acceptance, NTG shall be entitled to claim compensation for the damage incurred by NTG; the risk of accidental deterioration and accidental loss shall pass to the Purchaser upon occurrence of the default of acceptance.

5. transfer of risk

The risk shall pass to the Customer as soon as the consignment has been handed over to the person performing the transport or has left NTG's warehouse for dispatch. This shall also apply if partial deliveries are made or NTG has taken over other services. If dispatch is delayed or not carried out at the request or through the fault of the Purchaser, the risk shall pass to the Purchaser from the day on which the delivery item is ready for dispatch and NTG has notified the Purchaser thereof.

6 Rights of the Purchaser due to defects

6.1 The products shall be delivered free of defects of title and quality; the period for the assertion of claims for defects shall be 1 year from the beginning of the statutory limitation period. This period shall not apply if the law prescribes longer periods, in particular for buildings and items for buildings (§§ 438 Para. 1 No. 2 BGB), recourse claims (§ 479 Para. 1 BGB) or in the case of intent, fraudulent concealment of a defect and non-compliance with a quality guarantee. The statutory time limits shall apply to claims for damages. The statutory provisions on suspension of expiry, suspension and recommencement of time limits shall remain unaffected.

6.2 If NTG's operating or maintenance instructions are not followed, changes are made to the products, parts are replaced or consumables are used which do not comply with the original specifications, claims for defects of the products shall lapse.

6.3 The delivered goods shall be carefully inspected immediately after delivery to the Customer or to a third party designated by the Customer. With regard to obvious defects and other defects which would have been recognisable in an immediate, careful inspection, they shall be deemed approved by the Customer if the Customer does not give NTG written notice of defects within seven working days after delivery. With regard to other defects, the delivery items shall be deemed approved by the Purchaser if NTG does not receive the notice of defects within seven working days after the time when the defect became apparent.

6.4 In the event that the Purchaser notifies NTG that the products are defective, NTG shall, at its option and expense, demand that

a) the defective part or device is sent to NTG for repair and subsequent return,

b) the Customer keeps the defective part or device ready and a service technician of NTG is sent to the Customer to carry out the repair. If, however, a request of the Purchaser to remedy a defect turns out to be unjustified, NTG may demand reimbursement of the costs incurred (in particular transport, travel, labour and material costs) from the Purchaser.

6.5 In urgent cases of endangerment of operational safety or defence against disproportionately large damage, the Purchaser shall be entitled to remedy the defect itself or have it remedied by third parties and to claim reimbursement of the expenses incurred from NTG. The Purchaser shall immediately inform NTG thereof.

6.6 Claims of the Purchaser for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labour and material costs, shall be excluded to the extent that the expenses increase because the subject matter of the delivery has subsequently been brought to a place other than the Purchaser's branch office or the originally agreed place of delivery, unless the transfer corresponds to its intended use.

6.7 If the rectification of defects fails after a reasonable period of time, provided that the period is not dispensable according to the statutory provisions, the customer may, at his discretion, demand a reduction in payment or withdraw from the contract.

6.8 Liability for normal wear and tear is excluded.

6.9 Only the direct Customer shall be entitled to claims for defects against NTG and such claims shall not be assignable.

6.10. In all cases, the special statutory provisions for final delivery of the goods to a consumer (supplier recourse pursuant to §§ 478, 479 BGB) shall remain unaffected.

7 Spare parts

NTG shall supply spare parts for a machine for a period of 5 years from delivery of the machine at the respective valid spare part prices.

8 Retention of title

8.1 Until fulfilment of all claims (including all current account balance claims) to which NTG is entitled from the purchase contract or an ongoing business relationship with the Buyer now or in the future, the following securities shall be granted to NTG, which NTG shall release upon request at its discretion, provided that the realisable value of the securities exceeds the claim by more than 10 %.

8.2 The goods shall remain NTG's property. Processing or transformation shall always be carried out for NTG as manufacturer, but without any obligation for NTG. If NTG's (co-)ownership expires due to processing, mixing or combination, it is already now agreed that the Customer's (co-)ownership of the uniform item shall pass to NTG in proportion to its value (invoice value). The Purchaser shall keep the (joint) property of NTG free of charge.

8.3 The Customer shall be entitled to process and sell the goods in the ordinary course of business as long as he is not in default. Pledges or transfers by way of security of the goods subject to retention of title are not permitted before full payment of the secured claims. The Customer hereby assigns to NTG by way of security the claims arising from the resale or any other legal reason (insurance, tort) with respect to the goods subject to retention of title (including all current account balance claims) in full or in the amount of NTG's co-ownership share (including the respective VAT). NTG hereby accepts the assignment. NTG revocably authorises the Customer to collect the claim assigned to NTG for its account in its own name. This authorisation to collect may only be revoked if the Customer does not properly meet its payment obligations or if an application for the opening of insolvency proceedings has been filed. If this is the case, NTG may demand that the Buyer informs it of the assigned claims and the debtors, provides all information necessary for collection, hands over the relevant documents and notifies the debtor (as well as third parties) of the assignment.

8.4 In the event of access by third parties to the goods subject to retention of title - in particular seizures - the Buyer shall point out NTG's ownership and inform NTG immediately so that NTG can enforce its ownership rights. If the third party is not in a position to reimburse NTG for the judicial or extrajudicial costs incurred in this connection, the Customer shall be liable for such costs.

8.5 In case of culpable breach of essential contractual obligations - in particular default of payment - NTG shall be entitled to rescind the contract and to demand the return of the reserved goods. The taking back or the assertion of the retention of title shall not constitute a cancellation of the contract.

9 Payment

9.1 Unless otherwise agreed, NTG's invoices shall be due for payment without deduction within 14 calendar days from the date of issue of the invoice, but no later than 30 days after delivery.

9.2 Payment shall only be deemed effected when NTG can dispose of the amount. In the case of cheques, payment shall only be deemed effected when the cheque has been cashed.

9.3 If the Buyer is in default of payment, NTG shall be entitled to charge interest at a rate of 8 percentage points p.a. above the base interest rate from the relevant date. NTG shall be entitled to claim a higher damage caused by default.

9.4 If, after conclusion of the contract, NTG becomes aware of circumstances which are likely to substantially reduce the creditworthiness of the Customer and which jeopardise the payment of NTG's outstanding claims by the Customer under the respective contractual relationship, in particular if the Customer fails to honour a cheque or suspends its payments, NTG shall be entitled to declare the entire remaining debt due and payable, even if it has accepted cheques. In this case NTG shall also be entitled to demand advance payments or securities for outstanding deliveries or services.

9.5 The Customer shall only be entitled to set-off if the counterclaims have been recognised by declaratory judgement or are undisputed.

9.6 The Customer shall not be entitled to assert rights of retention against NTG unless these are based on the same contractual relationship.

10. design changes

NTG reserves the right to make design changes as far as the contractual use of the delivery item is not impaired thereby and this is not unreasonable. However, NTG shall not be obliged to make such changes to products already delivered.

11 Industrial property rights

11.1 NTG shall indemnify the Purchaser and its customers against claims arising from infringements of copyrights, trademarks or patents, unless the design of a delivery item originates from the Purchaser. NTG's indemnity obligation shall be limited to the amount of the foreseeable damage. An additional prerequisite for the indemnification is that NTG is left to conduct legal disputes and that the alleged infringement is exclusively attributable to the construction of NTG's delivery items without combination or use with other products.

11.2 NTG has the option to release itself from the obligations assumed in paragraph 1 by either

a) procuring the necessary licences in respect of the allegedly infringed patents or

b) provide the Purchaser at its own expense within a reasonable period of time with a modified delivery item or parts thereof which, in case of replacement by the infringed delivery item or part thereof, eliminate the allegation of infringement or parts thereof with respect to the delivery item, but the delivery item continues to fulfil the contractually agreed functions. If NTG fails to do so, the Purchaser shall be entitled to rescind the contract or to reduce the remuneration appropriately. Any claims for damages of the Purchaser shall be subject to the limitations of § 13 of these General Terms and Conditions of Delivery.

12 Confidentiality

Unless expressly agreed otherwise in the GTC or in writing, the information provided to NTG in connection with the order shall not be deemed confidential.

13 Liability

13.1 Claims for damages shall be excluded, irrespective of the type of breach of duty and including for unauthorised acts, unless caused by intent or gross negligence.

13.2 In case of breach of material contractual obligations NTG shall be liable for any negligence, however, only up to the amount of the foreseeable damage. Material contractual obligations are such obligations whose fulfilment is essential for the proper performance of the contract and on whose compliance the Customer regularly relies and may rely.

13.3 Claims for loss of profit, saved expenses, from claims for damages of third parties as well as for other indirect and consequential damages cannot be demanded, unless a quality feature guaranteed by NTG is specifically intended to protect the Customer against such damages or in case of wilful misconduct, gross negligence or breach of a material contractual obligation.

13.4 The limitations and exclusions of liability in paragraphs 1 to 3 shall not apply to claims which have arisen due to fraudulent behaviour of NTG, as well as in case of liability for guaranteed characteristics, for claims under the Product Liability Act and for damages resulting from injury to life, body or health.

13.5 Insofar as NTG's liability is excluded or limited, this shall also apply to NTG's employees, workers, representatives and vicarious agents.

14 Applicable law, place of jurisdiction

14.1 These Terms and Conditions and the entire legal relationship between NTG and the Customer shall be governed by the laws of the Federal Republic of Germany. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply.

14.2 If the Customer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law, the exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Salzgitter. NTG shall also be entitled to sue the Customer at its registered office.

Status: 01/2021