Terms and Conditions of Sale, Delivery and Payment of OrgaControl® GmbH

These General Terms and Conditions apply exclusively to entrepreneurs within the meaning of section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. They do not apply to consumers.

§ 1 General Provisions and Scope

a) All business relationships between us and our customers, in particular contracts for the sale and delivery of goods, hardware and software, and for repairs, maintenance and other services, are governed exclusively by the following General Terms and Conditions, unless otherwise agreed in an individual case.
b) Any conflicting, deviating or supplementary general terms and conditions of the customer shall become part of the contract only if we have expressly agreed to their application. This also applies where we make a delivery or perform a service without reservation in the knowledge of conflicting or deviating terms and conditions of the customer.
c) Individual agreements with the customer take precedence over these General Terms and Conditions.
d) For documentation purposes, legally relevant declarations and notices by the customer relating to the contract should be made in text form, in particular by email, unless a stricter form is required by law. Statutory provisions concerning the validity of declarations made without a prescribed form, and individual agreements, remain unaffected.
e) To the extent permitted by law, these General Terms and Conditions, in the version validly incorporated into the contract in each case, also apply to future business relationships with the customer.

§ 2 Quotations and Formation of Contract

a) Our quotations are subject to change and non-binding unless expressly designated as binding.
b) A contract is concluded when we issue an order confirmation in text form, execute the order or deliver the goods.
c) Information in quotations, catalogues, price lists, product descriptions, websites or other documents does not constitute a guarantee or an agreement as to the characteristics of the goods unless expressly agreed as such.
d) If, after the contract has been concluded, circumstances become apparent which jeopardise our claim to counter-performance due to the customer’s inability to perform, we are entitled, in accordance with statutory provisions, in particular section 321 BGB, to withhold any outstanding performance and demand adequate security or advance payment.
If a reasonable period allowed for the provision of security or payment expires without result, our statutory rights to withdraw from the contract remain unaffected.

§ 3 Technical Application Advice, Hardware and Software

a) We provide technical application advice, recommendations and information to the best of our knowledge, based on our experience and the product information available at the relevant time. These do not release the customer from independently checking whether the goods are suitable for the intended purpose, unless suitability for a particular purpose has been expressly agreed in the contract.
b) Information contained in brochures, data sheets, operating instructions or other documents issued by manufacturers or suppliers becomes part of an agreement as to the characteristics of the goods for which we assume responsibility only if expressly agreed.
c) When supplying or assembling hardware and software, we owe a particular degree of compatibility, combination of functions or suitability for customer-specific systems only to the extent expressly agreed.
d) Where a delivery includes third-party software or rights of use, the licence terms and terms of use of the respective rights holder apply additionally, to the extent that they have been validly incorporated into the contractual relationship.

§ 4 Claims in Respect of Defects

a) The customer’s statutory rights in respect of defects apply subject to the following provisions.
For new goods, the limitation period for claims in respect of defects is twelve months from delivery of the goods. Claims in respect of defects in used goods are excluded.
The above limitations do not apply where we have fraudulently concealed a defect or assumed a guarantee as to the characteristics of the goods. Nor do they apply to claims for damages or reimbursement of expenses which cannot be limited or excluded under § 6 of these General Terms and Conditions, or in cases of mandatory statutory limitation periods, in particular under section 438(1), nos. 1 and 2 BGB, or in respect of mandatory statutory rights of recourse.
b) Where the contract constitutes a commercial transaction for both parties within the meaning of the German Commercial Code (HGB), the statutory duties to inspect the goods and give notice of defects apply, in particular section 377 HGB.
Accordingly, the customer must inspect the goods without undue delay after delivery, to the extent feasible in the ordinary course of business, and notify us of any apparent defects without undue delay. Hidden defects must be notified without undue delay after their discovery.
To ensure proper and prompt processing, notices of defects should be submitted in text form, in particular by email, describing the defect as precisely as possible and stating the order, invoice or serial number. This does not affect the validity of a notice of defects received in time by other means.
c) Where there is a defect for which we are responsible, we are entitled, at our option, to provide subsequent performance by remedying the defect (repair) or supplying an item free from defects (replacement delivery).
If the form of subsequent performance chosen by us cannot reasonably be accepted by the customer in the individual case, the customer may reject it. Our statutory rights to refuse subsequent performance, in particular on grounds of impossibility or disproportionate costs, remain unaffected.
The customer must allow us the time and opportunity required for inspection and subsequent performance and make the goods complained of available to us for inspection and, where applicable, subsequent performance. Returns are additionally subject to § 5 of these General Terms and Conditions.
d) We shall bear the expenses necessary for justified subsequent performance, in particular transport, travel, labour and material costs, in accordance with statutory provisions.
If inspection of an item reported by the customer as defective reveals that there is no defect for which we are responsible, we may require the customer to reimburse the reasonable expenses incurred in inspection and processing, provided that the customer knew, or could have recognised by exercising the care required in business dealings, that there was no defect for which we are responsible.
e) If subsequent performance fails, or if a reasonable period to be set by the customer for subsequent performance has expired without result or is not required under statutory provisions, the customer may withdraw from the contract or reduce the purchase price in accordance with statutory provisions.
There is no right to withdraw from the contract in the case of an insignificant defect.
Claims for damages and reimbursement of expenses are available exclusively subject to § 6 of these General Terms and Conditions.
f) Deviations which are customary in the trade, technically unavoidable or minor, in particular in colour, surface texture, dimensions or design, do not constitute a defect, provided that they do not materially impair the use envisaged by the contract or the ordinary fitness for use of the goods and do not affect any expressly agreed characteristics.
Illustrations, drawings, samples, colour and dimensional specifications, and technical information in catalogues, brochures, websites or other product documentation serve to describe the goods. They constitute a binding agreement as to the characteristics of the goods or a guarantee only if expressly agreed.
g) Claims in respect of defects are excluded to the extent that a defect or damage has been caused after the passing of risk, in particular by improper handling, incorrect operation or assembly, excessive use, normal wear and tear, unsuitable operating materials or accessories, failure to follow operating, installation or maintenance instructions, use other than for the intended purpose, or interventions, modifications or repairs by the customer or third parties not authorised by us.
The use of accessories, spare parts, data storage media or operating materials from other manufacturers does not in itself exclude rights in respect of defects, provided that these are suitable for the goods concerned and have not caused the defect claimed.
h) Rights under a guarantee expressly granted by us or a manufacturer are governed by the respective guarantee terms. Statutory rights in respect of defects remain unaffected.

§ 5 Repairs, Services and Returns

a) Goods, equipment, components or other items may be sent to us for inspection, repair or other servicing only following prior coordination with, and authorisation by, us.
Before sending an item, the customer must request an RMA number (Return Merchandise Authorization) or, if no RMA number is issued, obtain authorisation to send it from one of our sales or support staff in text form, in particular by email.
b) The issue of an RMA number or other authorisation to send an item constitutes neither an acknowledgement of a defect nor an acknowledgement of any claims by the customer in respect of defects, guarantees, damages or otherwise. The existence and scope of any such claims will be determined only after the item received has been inspected.
c) Items sent without prior authorisation may be rejected by us or returned to the sender without processing, to the extent that this is not precluded by statutory rights in respect of defects or other mandatory statutory provisions.
The customer shall bear the reasonable costs thereby incurred unless sending the item was necessary for the justified assertion of statutory claims in respect of defects or mandatory statutory provisions preclude this.
d) For repairs, inspections, maintenance or other services outside the scope of our statutory liability for defects, the customer shall bear the costs and risk of sending the items to us.
The customer must package the items properly and securely for transport and comply with the shipping instructions we provide as part of the RMA or service authorisation.
Where issued, the RMA number must be clearly visible on the shipping documents or indicated in accordance with our shipping instructions.
Shipments with carriage payable by the recipient or cash-on-delivery shipments require our prior express consent.
Unless otherwise agreed, the customer shall also bear the costs of return shipment for repairs and services outside the scope of our statutory liability for defects. The provisions on the passing of risk in § 8 apply correspondingly to return shipments.
e) If an item is sent on the basis of a justified statutory claim in respect of defects, we shall bear the transport costs necessary for subsequent performance in accordance with statutory provisions.
The requirement for prior coordination and authorisation of the shipment serves solely to ensure proper identification and processing of the case and does not restrict the customer’s statutory rights in respect of defects.
f) The customer should include only those accessories, cables, data storage media or other components which we have requested or which are necessary to investigate the fault claimed. We are liable for unsolicited items only in accordance with § 6.
g) Before sending equipment or data storage media on which data may be stored, the customer must make a complete and up-to-date backup of its data, to the extent technically possible and reasonable.
Confidential, personal or other data requiring protection must be removed or appropriately secured before shipment unless needed for inspection or repair.
h) If inspection of an item received reveals that there is no defect for which we are responsible, the provisions of § 4 d) apply to the inspection, processing and return shipping costs incurred.

§ 6 Limitation of Liability

a) Our liability is unlimited
• in cases of intent and gross negligence;
• for damage arising from injury to life, body or health;
• under the provisions of the German Product Liability Act;
• to the extent that we have assumed a guarantee;
• in cases of fraudulent concealment of a defect; and
• in other cases of mandatory statutory liability.
b) In the event of a breach of a material contractual obligation caused by slight negligence, we are liable for compensation for loss or damage typical of the contract and foreseeable at the time the contract was concluded.
Material contractual obligations are obligations whose fulfilment is essential to the proper performance of the contract and on whose fulfilment the other party may ordinarily rely.
Liability is excluded for breaches of other, non-material contractual obligations caused by slight negligence.
c) The above limitations of liability apply equally for the benefit of our legal representatives, employees and persons engaged by us in the performance of our obligations.
d) The customer must back up data and programs at appropriate intervals corresponding to the relevant risk.
To the extent that we are liable under the above provisions for loss of or damage to data caused by slight negligence, our liability is limited to the restoration costs that would have been necessary had the customer made proper and regular data backups.
The above limitation does not apply in cases of unlimited liability under paragraph a).

§ 7 Custom-Made Products, Approvals and Product Changes

a) Where goods are individually manufactured, adapted, printed, labelled, configured or otherwise personalised to the customer’s specifications, their production is governed in particular by the specifications set out in our quotation, our order confirmation and any subsequent approval.
b) Where the customer’s approval is required for production, in particular in relation to design, lettering, logos, graphics, colours, dimensions or other customer-specific features, production of the customised part concerned will, as a rule, begin only after the required approval has been given and, where advance payment has been agreed, after receipt of the agreed payment.
The customer must carefully check the drafts and information submitted for approval. Approval should be given in text form, in particular by email.
By giving approval, the customer confirms the customer-specific content and features which it is able to verify, in particular text, spelling, logos, graphics, colours, layout and dimensions, to the extent that these are apparent from the documents submitted for approval.
This does not limit our responsibility for technical design, product safety or other matters which the customer cannot identify from the approval documents.
c) Changes to customer-specific requirements after approval require our consent.
If a change is still technically and organisationally possible at that stage, the customer shall bear the reasonable additional costs caused by it. Agreed delivery periods shall be extended by the time required for the change and its implementation.
If a change is no longer possible after production has begun, or is possible only at disproportionate expense, we are not obliged to implement it.
d) The customer must provide the information, data, files, approvals and other cooperation required for custom manufacture in good time and in an appropriate form.
If production or delivery is delayed because the customer fails to provide necessary cooperation in good time, agreed delivery periods shall be extended appropriately.
Further statutory rights, in particular under sections 642 and 643 BGB, to the extent applicable to the respective contractual relationship, remain unaffected.
e) The customer is responsible for ensuring that the contractual use of any text, logos, trade marks, images, graphics, designs or other content supplied by it does not infringe third-party rights.
The customer shall indemnify us against justified third-party claims arising from an infringement of such rights for which the customer is responsible, resulting from the contractual use of the content supplied by the customer. The indemnity also covers reasonable and necessary costs of legal defence.
We are entitled to refuse to use content or suspend production pending clarification if there are specific indications of an infringement of rights or a violation of statutory provisions.
f) Where a contract concerns the supply of a non-fungible movable item to be individually manufactured within the meaning of section 650(1) BGB, the applicable statutory provisions shall apply additionally.
If the customer terminates the contract before completion of the item to be individually manufactured, our entitlement to remuneration is governed in particular by section 648 BGB. Accordingly, the entitlement to the agreed remuneration continues in accordance with statutory provisions; in particular, expenses saved as a result of termination and earnings from other work must be deducted.
g) There is no contractual right to return or exchange goods free from defects which have been manufactured, adapted or personalised to customer-specific requirements unless such a right has been expressly agreed. Statutory rights in respect of defects remain unaffected.
h) Technical changes and changes to the design remain permissible to the extent that they serve technical development, quality improvement or the maintenance of supply capability, do not materially alter the agreed characteristics of the goods and are reasonable for the customer, taking its interests into account.
In particular, changes must not impair the use envisaged by the contract, the function or expressly agreed essential performance characteristics of the goods.
i) Prices are governed by the terms set out in the respective quotation, order confirmation or other individual agreement.

§ 8 Delivery, Shipping and International Deliveries

a) Unless otherwise agreed, delivery is made from our place of business or warehouse in Altenkirchen.
If, at the customer’s request or pursuant to a corresponding agreement, the goods are dispatched to another location, the risk of accidental loss and accidental deterioration passes to the customer when the goods are handed over to the forwarding agent, carrier, parcel service or other person designated to carry out the shipment.
This also applies where we bear the transport costs or organise the transport, unless expressly agreed otherwise.
b) Where Incoterms® are agreed for a delivery, those agreements take precedence over the above provisions in respect of the delivery, cost, transport and risk obligations governed by them.
Unless otherwise specified in the agreement, any Incoterms® clauses used refer to the Incoterms® 2020 published by the International Chamber of Commerce (ICC).
c) Delivery dates and delivery periods are agreed individually or stated by us in the order confirmation. A delivery date constitutes a binding fixed date for which time is of the essence only if expressly agreed.
An agreed delivery period begins only once all prerequisites to be provided by the customer, in particular technical information, files, approvals, permits, agreed advance payments or security, have been provided in full and in good time.
Delays resulting from late cooperation by the customer shall extend the delivery period appropriately.
d) Unless an arrival date has been expressly agreed, a delivery period is met if the goods have been handed over to the forwarding agent, carrier or other transport provider before the delivery period expires.
Where collection has been agreed, the delivery period is met if the customer has been notified within that period that the goods are ready for collection.
e) Partial deliveries are permissible to the extent that they are reasonable for the customer and do not materially impair the contractual use of the parts already delivered.
f) If we cannot meet an agreed delivery period due to circumstances for which we are not responsible, we shall inform the customer and, where possible, indicate a new estimated delivery period.
Such circumstances include, in particular, force majeure, natural events, war, acts of terrorism, official measures, embargoes, lawful industrial action, significant disruptions to operations, energy supply, communications or transport, shortages of raw materials, and significant disruptions to international supply chains for which we are not responsible.
Epidemics or pandemics qualify as such circumstances to the extent that we are not responsible for their specific effects on performance.
A supplier’s failure to deliver to us on time qualifies as a circumstance for which we are not responsible only if we have concluded a corresponding matching supply contract in good time and are not responsible for the delay.
If performance becomes permanently impossible or unavailable for more than a temporary period due to such a circumstance, the statutory provisions on impossibility and withdrawal from the contract apply. Any counter-performance already received for performance not rendered shall be refunded.
g) If the customer is in default of acceptance or delivery is delayed for other reasons for which the customer is responsible, we may claim compensation for the resulting loss or damage and additional expenses, in particular storage, transport and additional handling costs, in accordance with statutory provisions.
h) For deliveries to other Member States of the European Union, the customer must provide us in good time with all information and evidence required for proper handling of the delivery for tax, statistical, foreign trade or other legally required purposes. This includes, in particular, a valid VAT identification number where required for the delivery concerned.
i) For deliveries to countries outside the European Union, the individually agreed delivery terms or Incoterms® take precedence in respect of export clearance, import clearance, transport costs, customs duties, import VAT, other levies and permits.
Unless otherwise agreed, the customer shall bear the import duties, import taxes, other levies and official fees arising in the country of destination and is responsible for import clearance and obtaining the import permits required on its part.
Our own mandatory statutory obligations relating to exports, customs and permits remain unaffected.
j) Our obligations to deliver and perform are subject to the condition that the contract and its performance do not contravene any applicable national, European or other foreign trade regulations, export control provisions, embargoes or sanctions binding on us.
To the extent necessary to verify compliance with statutory requirements, the customer must, upon request, provide us in good time with complete and accurate information, in particular on the final recipient, country of destination, intended purpose and end use of the goods.
We are entitled to suspend performance for the duration of a necessary foreign trade compliance review or licensing procedure.
If a required official authorisation is finally refused or delivery is permanently prohibited by mandatory statutory prohibitions, we are entitled to withdraw from the contract in respect of the affected performance, provided that we are not responsible for the impediment to performance. Claims for damages are governed exclusively by § 6.
k) The customer must not export, re-export, transfer or otherwise make available any goods, software or technology supplied by us in violation of applicable export control, embargo or sanctions provisions.
Where statutory provisions impose particular end-use, re-export or transfer restrictions, the customer must comply with them and, where necessary, also impose them on its own customers.
l) Claims for damages arising from delay in delivery are governed by § 6 of these General Terms and Conditions.

§ 9 Payment Terms

a) Unless otherwise specified in the respective quotation, order confirmation or other individual agreement, delivery is subject to advance payment.
We may grant the customer alternative payment methods or payment terms, in particular payment upon receipt of the goods or a payment period following invoicing, taking into account, in particular, the customer’s creditworthiness, the previous business relationship, and the nature and scope of the respective order.
The granting of a particular payment method or payment period for earlier orders does not give rise to any entitlement to the same terms for future orders.
b) The due date is determined by the payment term agreed in the respective quotation, order confirmation or invoice. Statutory provisions govern the occurrence of default in payment.
c) The customer may set off only counterclaims that have been established by a final and binding judgment or are undisputed.
The customer may exercise a right of retention only to the extent that its counterclaim arises from the same contractual relationship. The customer’s mandatory statutory rights remain unaffected.
d) If the customer defaults on payment of a claim for remuneration, interest shall accrue on that claim at the statutory default interest rate for transactions in which no consumer is involved.
Our entitlement to the statutory lump-sum compensation for late payment and to compensation for further loss or damage caused by default remains unaffected.
e) Payments are deemed made only when the amount owed has been finally and unconditionally credited to our designated account.

§ 10 Retention of Title

a) We retain title to the goods delivered until all present and future claims arising from the respective contract and an existing ongoing business relationship with the customer have been paid in full.
b) Until title has passed to the customer, the customer must treat the goods subject to retention of title with due care.
Goods subject to retention of title must not be pledged or transferred by way of security before payment has been made in full.
The customer must inform us without undue delay in text form if third parties take measures against the goods subject to retention of title, in particular by attachment, or if an application is made to open insolvency proceedings over the customer’s assets, to the extent that the customer is legally permitted to do so.
c) To the extent that the customer resells goods subject to retention of title in the ordinary course of its business, it hereby assigns to us the claims against its purchaser arising from the resale, up to the amount of our outstanding claims. We accept the assignment.
The customer remains entitled to collect those claims for as long as it duly meets its payment obligations to us.
d) If the realisable value of the security to which we are entitled exceeds the claims to be secured by more than 10 per cent, we shall, at the customer’s request, release security of our choice.
e) If the customer acts in breach of contract, in particular by failing to pay a claim when due, we are entitled, in accordance with statutory provisions, to withdraw from the contract and demand the return of the goods subject to retention of title.
Where required by law, we shall first allow the customer a reasonable period for payment.
f) Where rights to use software are granted to the customer, the final grant of those rights is conditional upon full payment of the remuneration due for them, unless expressly agreed otherwise.
If the right of use is validly terminated, the customer must delete the software, including any existing copies, unless statutory retention obligations preclude this.
g) For deliveries outside the Federal Republic of Germany, the proprietary effect of any retention of title or other security rights is also governed by the mandatory provisions of the applicable foreign law.
If the retention of title agreed under German law is ineffective, or effective only subject to additional requirements, in the country of destination or the country where the goods are located, the customer undertakes, to a reasonable extent, to cooperate in the measures necessary to validly establish, maintain or evidence retention of title or security which is as economically equivalent as possible and permissible under the law concerned.

§ 11 Prices, Taxes and Levies

a) Unless otherwise agreed, our prices are quoted in euros, from our warehouse in Altenkirchen, excluding packaging, transport and insurance, plus any VAT payable by law, where applicable.
b) Packaging, transport, insurance and other ancillary costs shall be charged in accordance with the quotation, order confirmation or agreed delivery term.
c) For intra-Community supplies, the customer must provide us in good time and in full with the information required for a VAT-exempt supply, in particular a valid VAT identification number.
d) For export deliveries to countries outside the European Union, the customer must provide the information and documents needed to furnish the legally required evidence of export and of the purchaser’s status, to the extent that these fall within the customer’s sphere of responsibility.
e) If taxes, customs duties, fees or comparable levies are subsequently imposed due to incorrect, incomplete or late information supplied by the customer, the customer must reimburse us for them to the extent that it is responsible for the additional charge.
f) In all other respects, the allocation of customs duties, import taxes and other import levies is governed by § 8 and any agreed Incoterms® clause.

§ 12 Packaging and Take-Back

a) After use, the customer shall preferably arrange for the proper reuse or recovery of transport, sales and secondary packaging, in particular single-use pallets, cardboard packaging and packaging films, in accordance with the applicable waste and packaging legislation.
b) To the extent that we are obliged under the statutory provisions applicable to the respective delivery to take back used packaging emptied of its contents, corresponding packaging of the same type, form and size as the packaging supplied by us may be returned to us.
c) To the extent that German packaging law applies to the respective delivery, the agreed return location for customers who are not consumers is our place of business or a collection point designated by us.
The customer shall bear the costs of transporting the packaging to the agreed return location. We do not charge a separate take-back fee for accepting returned packaging.
d) Returns must be coordinated with us in advance and may be consolidated to avoid unnecessary transport.
Packaging taken back by us shall be directed to reuse or recovery in accordance with statutory requirements.
e) For deliveries to other Member States of the European Union or to countries outside the European Union, mandatory public-law obligations relating to packaging, waste, registration, reporting, take-back and extended producer responsibility under the applicable law remain unaffected.
To the extent that the customer is itself an importer, distributor, producer or other obligated party under the packaging or waste legislation of the respective country of destination, it is responsible for fulfilling the obligations incumbent on it.
This provision does not transfer OrgaControl® GmbH’s own statutory obligations to the customer.

§ 13 Final Provisions

If individual provisions of these General Terms and Conditions are or become wholly or partly invalid or fail to become, or cease to be, part of the contract, the validity of the remaining provisions and of the contract in all other respects remains unaffected.
The statutory provisions shall apply in place of any invalid provision or provision not incorporated into the contract.

§ 14 Place of Performance, Jurisdiction and Governing Law

a) The place of performance for our deliveries and services and for the customer’s payment obligations is Altenkirchen, unless a different place of performance has been expressly agreed.
An agreed Incoterms® clause governs, in particular, the place of delivery, the passing of risk and the allocation of costs and transport obligations in accordance with the respective clause and does not affect the agreed jurisdiction.
b) To the extent that such a jurisdiction agreement is legally permissible, our place of business in Altenkirchen shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.
This applies in particular where the customer is a merchant within the meaning of German commercial law, a legal entity under public law or a special fund under public law, and in international business transactions to the extent that a corresponding jurisdiction agreement can be validly concluded.
We are also entitled to bring proceedings against the customer at its general place of jurisdiction or at any other legally permissible place of jurisdiction.
Mandatory statutory provisions on jurisdiction remain unaffected.
c) These General Terms and Conditions and all contractual relationships between us and the customer are governed by the substantive law of the Federal Republic of Germany.
The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

Version: September 2026