Terms and Conditions

General Terms and Conditions (GTC) 

of atcetera GmbH 

Karl-Baumann-Straße 22 · 76316 Malsch · Germany 

Managing Director: Ole Neumann · Amtsgericht Mannheim HRB 754369 · VAT ID No.: DE454378660 

Note 

This document is an English convenience translation of the German General Terms and Conditions. In case of discrepancies or interpretation issues, the German version shall prevail, unless expressly agreed otherwise in writing. 

§ 1 Scope of Application 

(1) These General Terms and Conditions (“GTC”) apply to all contracts, deliveries, services and other business relationships of atcetera GmbH with entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law or special funds under public law. 

(2) The GTC apply in particular to the manufacture and delivery of hardware, the granting of software licences, hardware development, software development, engineering services and services relating to customer-side software and other technical systems. 

(3) Deviating, conflicting or supplementary general terms and conditions of the customer shall only become part of the contract if atcetera GmbH has expressly agreed to their validity in writing. This shall also apply if atcetera GmbH performs services without reservation in the knowledge of such terms and conditions. 

(4) These GTC, as amended from time to time, shall also apply to future business relationships with the same customer without the need to refer to them again in each individual case. 

§ 2 Subject Matter of the Contract and Order of Precedence 

(1) The type, scope and quality of the services owed shall be determined by the respective quotation, order confirmation, scope of services, functional specification, requirements specification, framework agreement or any other written agreement between the parties. 

(2) In the event of contradictions, the following order of precedence shall apply, unless expressly agreed otherwise: individual contractual agreement, order confirmation, quotation, technical specification, these GTC. 

(3) Public statements, catalogue information, sketches, illustrations, technical descriptions or other product information shall only be binding insofar as they are expressly made part of the contract or confirmed in the order confirmation. 

(4) Changes to the scope of services require a separate agreement. Additional expenses resulting from changed or additional requirements shall be remunerated separately. 

§ 3 Quotations, Formation of Contract and Form Requirements 

(1) Quotations issued by atcetera GmbH are subject to change and non-binding unless expressly designated as binding. Unless otherwise stated, quotations shall be valid for 30 days from the date of issue. 

(2) A contract shall be concluded by written order confirmation from atcetera GmbH, by mutual signing of an agreement or by commencement of performance. 

(3) Legally relevant declarations and notices by the customer must be made in text form unless a stricter form is prescribed by law. 

(4) Amendments and supplements to the contract must be made in text form unless otherwise agreed individually. 

§ 4 Prices, Payment Terms, Default of Payment and Suspension of Deliveries 

(1) Unless expressly stated otherwise, all prices are net prices plus the applicable statutory value added tax. 

(2) Payment terms, discounts, payment periods and any instalment or advance payments shall be determined by the respective quotation or order confirmation. 

(3) For inspections of customer returns in which no warranty case can be established or no reproducible fault can be found (“No Fault Found”), the inspection and handling charges of atcetera GmbH valid at the time shall apply. 

(4) Invoices shall be paid within the agreed payment period without deduction. Receipt of payment by atcetera GmbH shall be decisive. 

(5) If the customer is in default of payment, the statutory default interest pursuant to Section 288 BGB shall initially apply. The right to claim further damages caused by default remains unaffected. 

(6) atcetera GmbH shall be entitled to suspend or discontinue further deliveries and services until all due claims have been paid in full, unless mandatory statutory obligations or service obligations already fully fulfilled conflict with this. The suspension of deliveries shall also apply to orders already confirmed insofar as they have not yet been fulfilled. 

(7) In the event of repeated late payments, atcetera GmbH reserves the right to provide future deliveries and services only on amended payment terms, in particular against advance payment, instalment payment or shortened payment periods. 

(8) The assertion of further damages caused by default, in particular financing costs, remains reserved insofar as these are proven. 

(9) The customer shall only be entitled to set-off and rights of retention insofar as its counterclaims are undisputed, have been finally adjudicated or have been acknowledged by atcetera GmbH. 

§ 5 Delivery, Shipping and Transportation Costs 

(1) Unless expressly agreed otherwise in an individual case, delivery shall be made in accordance with Incoterms® 2020 DAP (Delivered at Place) named destination. 

(2) Within the scope of the agreed delivery term, atcetera GmbH shall bear the costs and risks until the goods are made available at the agreed destination, ready for unloading on the arriving means of transport. 

(3) Unloading of the goods as well as all import formalities, customs duties, charges, taxes and other costs in the country of destination shall be borne by the customer unless expressly agreed otherwise. 

(4) Shipping shall be carried out at the discretion of atcetera GmbH unless an express written agreement has been made regarding shipping method, transport route or carrier. 

(5) Unless expressly agreed otherwise, transportation costs are not included in the product price and shall be invoiced separately. 

(6) Additional costs resulting from special shipping requests by the customer, express shipping, special trips, deliveries to construction sites, difficult delivery conditions or subsequent changes to the delivery address shall be borne by the customer. 

§ 6 Packaging, Transport Regulations, Transfer of Risk and Partial Deliveries 

(1) atcetera GmbH shall ensure transport-safe packaging and labelling of the goods, taking into account the agreed shipping method and customary transport requirements. 

(2) Where applicable, the relevant statutory and international rules for transport, packaging and labelling shall be observed, in particular ADR/RID/ADN, the IMDG Code and IATA DGR/ICAO TI. 

(3) The transfer of risk shall be governed by the delivery term agreed in each case. In the case of DAP, risk shall pass to the customer as soon as the goods are made available at the named destination ready for unloading. 

(4) If shipping is delayed for reasons attributable to the customer, risk shall pass to the customer upon notification of readiness for dispatch. Any storage, demurrage and additional costs shall be borne by the customer. 

(5) Partial deliveries and partial services are permissible insofar as they are reasonable for the customer. They may be invoiced separately. 

§ 7 Delivery Periods, Framework Agreements and Call-Offs 

(1) Delivery and performance periods are non-binding unless expressly agreed in writing as binding. The occurrence of default in delivery requires the setting of a reasonable written grace period. 

(2) Compliance with delivery and performance periods requires the timely and complete fulfilment of the customer’s duties to cooperate, in particular approvals, technical information, specifications, access rights, samples, test equipment or customer-side preliminary services. 

(3) In the case of framework agreements with defined quantities over an agreed period, in particular 12 to 18 months, call-offs shall be made in accordance with the respective agreement. Unless otherwise agreed, quantities not called off must be accepted by the customer no later than the end of the agreed call-off period. 

(4) Delivery delays caused by force majeure, operational disruptions, supply chain disruptions, cyberattacks, outages of cloud services, outages of telecommunications or IT infrastructures, official measures, energy or raw material shortages, strikes, lockouts or comparable events shall extend the deadlines by a reasonable period. 

§ 8 Retention of Title 

(1) Delivered goods shall remain the property of atcetera GmbH until full payment of all claims arising from the respective contractual relationship. 

(2) The customer is obliged to treat goods subject to retention of title with care and to insure them appropriately against customary risks insofar as this is customary and reasonable given the nature of the goods. 

(3) Processing or transformation of goods subject to retention of title shall always be carried out for atcetera GmbH as manufacturer within the meaning of Section 950 BGB, without this giving rise to any obligations for atcetera GmbH. 

(4) In the event of access by third parties to goods subject to retention of title, the customer shall inform atcetera GmbH without undue delay and provide all information necessary to protect its rights. 

§ 9 Software, Licences and Customer-Specific Developments 

(1) Unless agreed otherwise, the customer shall receive a simple, non-exclusive, non-transferable right to use standard software within the contractually agreed scope. 

(2) In the case of customer-specific developments, in particular software, hardware, circuits, printed circuit boards, electrical plans, design data, technical documentation, source code, interface descriptions and comparable work results, all transferable rights of use and exploitation shall pass to the customer after full payment of the agreed remuneration, insofar as this is necessary for the contractually intended use and legally permissible. atcetera GmbH shall remain entitled to use general methods, concepts, algorithms, program components, libraries, development tools, interfaces, know-how and findings that were created or further developed within the scope of the project without restriction for other projects. The delivered services may contain open-source components. These shall be governed exclusively by the respective open-source licence terms. 

(3) The transfer of rights pursuant to paragraph 2 shall be unlimited in time, territory and content unless the respective quotation or an individual agreement contains a deviating provision. 

(4) atcetera GmbH shall provide the customer with the documents and work results required for use, in particular source code, technical documentation, circuit diagrams, electrical plans and design data, upon completion of the respective service or in accordance with a separate agreement. Invoicing shall take place after handover of these documents. 

(5) However, the transfer of rights pursuant to paragraphs 2 and 3 shall only take place upon full payment of the agreed remuneration. Until full payment has been made, the customer shall only be entitled to use documents and work results handed over on a revocable basis and exclusively for internal testing and integration purposes. 

(6) In the event of default of payment, atcetera GmbH shall be entitled to prohibit the use of the documents and work results provided. 

(7) Rights to components, standard modules, tools, libraries, methods, know-how, frameworks or other preliminary work of atcetera GmbH already existing prior to the commencement of the contract shall not be transferred. Insofar as such components are required for the use of the work result, the customer shall receive a simple right of use to the extent required. 

§ 10 Customer’s Duties to Cooperate 

(1) The customer shall perform all acts of cooperation required for proper performance of the services in a timely, complete and free-of-charge manner. 

(2) This includes in particular the provision of technical information, specifications, contact persons, access to systems, test environments, test equipment, approvals, sample parts, customer software and other required documents. 

(3) Delays, additional expenses or losses attributable to incomplete, late or incorrect cooperation by the customer shall not be borne by atcetera GmbH and shall be remunerated separately by the customer. 

(4) atcetera GmbH is not obliged to check customer-side information, requirements or technical specifications for completeness, correctness or legal admissibility unless this has been expressly agreed. 

§ 11 Changes to the Scope of Services 

(1) Change requests by the customer after conclusion of the contract shall only become part of the contract if expressly confirmed by atcetera GmbH. 

(2) atcetera GmbH shall be entitled to invoice separately any additional expenses, delays, adjustments to delivery dates and additional costs resulting from change requests. 

(3) Until agreement on the change has been reached, atcetera GmbH shall be entitled to continue performance on the basis of the originally agreed scope of services. 

§ 12 Termination of Project Agreements and Continuing Obligations 

(1) Continuing obligations as well as ongoing development, engineering, software or service projects may be terminated by either party for good cause without notice. 

(2) Good cause shall exist in particular if: 

a) the customer is in substantial default of due payments despite a reminder; 

b) required acts of cooperation are permanently not performed; 

c) insolvency proceedings are opened over the assets of a party or the opening of such proceedings is rejected for lack of assets. 

(3) In the event of termination, all services performed up to the effective date of termination as well as materials, third-party services and expenses already procured or incurred shall be remunerated. 

(4) Statutory rights of termination remain unaffected. 

§ 13 Acceptance 

(1) Works, development services and project-related services shall be subject to acceptance insofar as they are capable of acceptance by their nature. 

(2) The customer is obliged to inspect the service without undue delay after provision and to notify any material defects in writing. 

(3) Acceptance shall be deemed to have taken place if the customer uses the service productively, does not report any material defects within a reasonable inspection period or refuses acceptance without justified reason. 

(4) Immaterial defects shall not entitle the customer to refuse acceptance. Rights in respect of defects remain unaffected. 

§ 14 Defect Rights and Warranty 

(1) The statutory defect rights shall apply to hardware, software and other services unless otherwise provided in these GTC or in the respective contract. 

(2) In the event of justified defects, atcetera GmbH shall initially be entitled, at its own discretion, to remedy the defect or deliver a replacement. 

(3) Software shall not be deemed defective solely because it does not operate entirely free of errors. The agreed quality and the contractually intended field of use shall be decisive. 

(4) No defect claims shall exist in the event of improper use, modifications not approved, faulty integration by the customer or third parties, unsuitable operating environment, natural wear and tear or failure to observe technical documentation. 

(5) Obvious defects must be notified in writing no later than within 5 working days after delivery. Statutory commercial inspection and notification obligations remain unaffected. 

(6) Warranty claims shall become time-barred within 12 months from delivery or acceptance, insofar as legally permissible. 

§ 15 Repairs, RMA Procedure and Inspection Charges 

(1) Repairs, fault analyses, warranty inspections and other returns of products to atcetera GmbH shall only be carried out after prior coordination and using a return number (RMA number) issued by atcetera GmbH, if atcetera GmbH so requires. 

(2) The customer shall enclose with the return a fault description that is as precise as possible as well as all information required for fault analysis. Additional expenses caused by insufficient or incorrect fault descriptions may be charged separately. 

(3) The costs and risk of sending the item to atcetera GmbH shall be borne by the customer. Return shipment shall be at the expense of atcetera GmbH insofar as a justified warranty claim exists. In all other cases, the customer shall bear the costs of return shipment. 

(4) If the inspection shows that no warranty case exists or that no reproducible fault can be found (“No Fault Found”), atcetera GmbH shall be entitled to invoice the inspection and handling charge valid at the time of performance. 

(5) The same applies if the cause of the complaint is attributable in particular to improper use, faulty installation or commissioning, interventions or modifications by the customer or third parties, use outside the intended operating conditions, external influences or damage, normal wear and tear or wear. 

(6) If the inspection shows that a chargeable repair is required, atcetera GmbH may make the repair dependent on the customer’s prior approval of a cost estimate. If approval is not given within a reasonable period, atcetera GmbH shall be entitled to return the product unrepaired or store it at the customer’s expense. 

(7) Replaced components, assemblies or devices shall become the property of atcetera GmbH upon replacement unless expressly agreed otherwise. 

(8) For repair services, the warranty period shall be twelve months from return delivery of the repaired service, insofar as legally permissible. The period shall apply exclusively to the repair performed and the parts replaced in this context. 

§ 16 Liability 

(1) atcetera GmbH shall have unlimited liability for damage caused by intent and gross negligence as well as in the event of culpable injury to life, body or health. 

(2) In the event of simple negligence, atcetera GmbH shall be liable only for the breach of material contractual obligations. Material contractual obligations are obligations whose fulfilment is essential for the proper performance of the contract and on whose compliance the customer may regularly rely. 

(3) In cases of simple negligence, liability shall be limited to the foreseeable damage typical for the contract. 

(4) To the extent legally permissible, liability shall be limited in total to twice the net order value. 

(5) In the case of framework agreements, the liability cap shall be the net total value of the services called off in the respective contract year. 

(6) Any further liability, in particular for loss of profit, production downtime, business interruption, loss of data, indirect damage or consequential damage, is excluded to the extent legally permissible. 

(7) The above limitations of liability shall also apply for the benefit of the legal representatives, employees, vicarious agents and other authorised representatives of atcetera GmbH. 

(8) Claims under the German Product Liability Act and mandatory statutory liability provisions remain unaffected. 

§ 17 Confidentiality and Data Protection 

(1) The parties undertake to keep confidential all confidential information that becomes known to them in connection with the contract and to use such information only for the performance of the contract. 

(2) Confidential information may only be made accessible to third parties insofar as this is necessary for performance of the contract or the other party has consented in advance. 

(3) The confidentiality obligation shall continue to apply after termination of the contract. 

(4) The parties shall comply with the applicable data protection provisions. Insofar as commissioned processing is required, the parties shall conclude a separate agreement. 

(5) The data protection notices of atcetera GmbH, as amended from time to time, shall apply additionally. 

§ 18 Export Control, Compliance and Responsibility for Use 

(1) The customer shall be responsible for compliance with export control, customs, import and other public-law provisions in the respective country of destination and use, unless these are mandatorily incumbent upon atcetera GmbH. 

(2) The customer shall be responsible for the intended use of the delivered products, software and work results in its plant, machine, construction site or system environment. 

(3) Required approvals, permits, operator obligations or customer-side safety assessments shall be obtained or carried out by the customer unless they are expressly part of the scope of services of atcetera GmbH. 

§ 19 Final Provisions 

(1) The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG), insofar as its exclusion is legally permissible. 

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall be Karlsruhe, insofar as legally permissible. 

(3) The place of performance shall be the registered office of atcetera GmbH unless expressly agreed otherwise. 

(4) Should individual provisions of these GTC be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions shall remain unaffected. 

Translation note: This English version follows the structure and content of the German GTC dated 05.01.2026. It is intended as a convenience translation for international business communication.