Terms and conditions

(1) Offers are generally non-binding and subject to change, unless they are expressly designated in writing as binding offers.

(2) If the order qualifies as an offer pursuant to § 145 of the German Civil Code (BGB), Technomix may accept it within two weeks.

(3) In the case of offers designated as binding, a contract is concluded if our offer is accepted by the customer within a period of two weeks from the date of the offer. Upon expiration of this period, we are no longer bound by the offer. A contract is also concluded if the customer accepts the ordered goods upon delivery. The prices stated in offers designated as binding are binding on us only within the acceptance period.

(1) Unless otherwise agreed, payment (net price plus VAT) is due within 14 days of receipt of the invoice without any deductions. The timeliness of payment is determined by the receipt of the amount in one of our bank accounts. Any cash discount requires a separate written agreement. Any cash discount agreement does not apply to freight, postage, insurance, or other shipping costs.

(2) Technomix is entitled to declare all claims arising from the entire business relationship immediately due and payable if the customer is more than one month in arrears with payment of an invoice, has not paid the amount within two weeks even after receiving a written reminder, and Technomix has informed the customer of the consequences in the reminder letter. Furthermore, Technomix is entitled to withhold goods not yet delivered, to suspend further work on ongoing orders, and to withdraw from contracts already concluded with the customer, unless the customer provides an advance payment or other security. The right to demand immediate payment in full does not apply if the claims in question are minor or insignificant.

(3) Advance payments of a reasonable amount may be required.

(4) Partial invoices may be issued in accordance with the services already rendered. They need not be designated as partial invoices. Receipt of the invoice does not mean that the order has been fully settled by Technomix.

(5) In the event of late payments, we are generally entitled to charge default interest at a rate of 8% above the base rate. If we are able to prove that we have incurred higher damages due to the delay, we are entitled to claim such damages. However, the customer is entitled to prove to us that no damages, or only significantly lower damages, were incurred as a result of the delay in payment.

(6) If the customer terminates the contract without just cause (Section 649, Sentence 1 of the German Civil Code (BGB)), the customer must pay for the defect-free services rendered up to the date of termination. Furthermore, the customer is obligated to pay us a lump-sum compensation equal to 10% of the portion of the order amount that has not been fulfilled as damages. The customer reserves the right to prove that the damages are less. We reserve the right to claim damages that are unusually high in individual cases.

(1) Items provided by our customer must be delivered to us carriage paid. A confirmation of receipt is issued without any guarantee as to the accuracy of the quantity designated as delivered or the proper condition of the delivered items.

(2) The transport of items owned or held by our customer to us or from us is at the customer’s risk.

(3) We have a right of retention pursuant to § 369 HGB over all items belonging to our customer that are in our possession until all due claims arising from the business relationship have been fully settled.

(1) Partial deliveries are permitted and oblige our customer to pay the proportionate remuneration, unless the partial delivery would be unreasonable for our customer.

(2) Deliveries are made ex works at the expense and risk of our customer.

(3) The choice of shipping route is at our discretion, unless otherwise agreed. If, at the request of our customer and after confirmation of the order, the shipping route or method is changed, all costs incurred as a result shall be borne by the customer.

(4) Transportation insurance shall be taken out only at the express request and expense of our customer.

(5) The delivery times we specify are subject to change and are only approximate, unless fixed-date transactions within the meaning of Section 323(2)(2) of the German Civil Code (BGB) or Section 376 of the German Commercial Code (HGB) have been expressly agreed upon in an individual contract. They shall only be binding once we have received from our customer, within the specified time frame, all documents, permits, and approvals necessary for the execution of the order, as well as any agreed-upon advance payment.

(6) In the event of force majeure or other unforeseeable, extraordinary circumstances beyond Technomix’s control, the consequences of which could not have been avoided even with the exercise of due care, delivery deadlines—including confirmed ones—shall be extended by a reasonable period. If performance becomes impossible or unreasonable for us due to the aforementioned circumstances, we shall be released from our obligation to perform. Claims for damages by our customer are excluded in this case.

(7) If we are at fault for the delay in delivery, our customer is obligated to set a reasonable grace period for us to make up for the delay. Thereafter, provided the customer can prove damage, the customer may claim 1% per full week of delay—up to a maximum of 10% of the value of the portion of the delivery that was delayed due to the delay, but at least €40. This limitation on damages for delay does not apply to the extent that we are strictly liable in cases of intent, gross negligence, or injury to life, limb, or health, or pursuant to other statutory provisions. The customer may withdraw from the contract in accordance with statutory provisions only to the extent that the delay in delivery is attributable to us. This provision does not entail a shift in the burden of proof to the detriment of the customer. Upon our request, the customer is obligated to declare within a reasonable period of time whether they will withdraw from the contract due to the delay or insist on delivery.

(8) If our customer fails to accept individual contractual deliveries or partial deliveries, or refuses to accept them, we may set a reasonable grace period. Upon the fruitless expiration of this period, we are entitled to withdraw from the contract or to claim damages.

(1) Technomix’s warranty covers only those services expressly ordered. Apparent defects as well as the absence of any warranted characteristics must be reported to Technomix in writing without delay, at the latest within a preclusive period of two weeks after receipt of the delivery or service, in particular the test report, the acceptance certificate, or similar documents. After the expiration of the notice period, apparent defects and the absence of warranted characteristics can no longer be effectively asserted.

(2) In the event of a justified notice of defect, Technomix shall have the unrestricted right to inspect and examine the complaint. Upon request, the customer must provide Technomix with any relevant logs, operating reports, etc., and furnish factual information as part of the investigation of the complaint.

(3) If a defect exists, Technomix is obligated to remedy it within a reasonable period of time, at its discretion, either by delivering or providing a new, defect-free item or by rectifying the defect (subsequent performance). If subsequent performance is possible only at disproportionate cost, Technomix may refuse to perform it. If subsequent performance fails, the customer is entitled, at its discretion, to demand rescission or a price reduction. Rescission is limited to the specific partial performance in question if the remaining parts of the performance are usable by the customer.

(4) The statute of limitations for warranty claims is twelve months, beginning with the acceptance of the testing service provided by Technomix. This generally does not apply in the cases specified in § 634a I No. 2 of the German Civil Code (BGB) or in the event of a defect that was fraudulently concealed.

(1) Technomix is liable for damages, regardless of the legal basis, only if such damages were caused by Technomix through willful misconduct or gross negligence, or by a representative or vicarious agent through fraudulent misrepresentation or the assumption of a guarantee, or if Technomix, a representative, or a vicarious agent breached a material contractual obligation through slight negligence. In the event of a breach of material contractual obligations, Technomix shall always be liable only for foreseeable damages typical for this type of contract at the time the contract was concluded and up to the amount of the respective order for the services rendered. A material contractual obligation exists if the breach relates to an obligation on the fulfillment of which the client has relied.

(2) To the extent that Technomix is liable for damages caused by slight negligence in the event of a breach of material contractual obligations pursuant to paragraph (1), its liability for compensation is, however, limited per claim to: EUR 500,000.00 for property damage and EUR 250,000.00 for financial loss. Liability for culpable injury to life, body, or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.

(3) Unless otherwise provided for above, liability is excluded.

(4) Subject to the above exceptions, any further liability on the part of Technomix for production downtime, lost profits, loss of use, loss of business, or any other economic or indirect consequential damages is excluded.

(5) Irrespective of the foregoing, the Client is obligated to take out the customary insurance policies against direct or indirect damages.

(1) We reserve ownership and all copyrights and other industrial property rights to the items produced or acquired by us in connection with the execution of our customer’s orders (in particular documents, files of any kind, data carriers, templates, photos, sketches, error catalogs, and drafts). These items may not be made available to third parties without our consent. Our client warrants that the execution of their order does not infringe any copyrights, industrial property rights, or other rights of third parties. Should this nevertheless occur, the client shall indemnify us against all claims by third parties and reimburse us for any expenses incurred, including legal counsel fees. All items produced by us may be used by our customer only in compliance with the provisions of the Copyright Act and other statutory provisions, and only within the scope of the respective rights of use granted.

(1) The place of performance and exclusive jurisdiction for all disputes arising from the contractual relationship—including proceedings concerning checks, bills of exchange, and documents—shall be, to the extent permitted by law, the registered office of the respective company of the Technomix Group. However, Technomix reserves the right to bring an action at the customer’s general place of jurisdiction as well.

(2) The relationship between us and our customer is governed exclusively by the laws of the Federal Republic of Germany, excluding, however, the United Nations Convention on Contracts for the International Sale of Goods and other conflict-of-laws provisions.

(3) Should any individual provisions be or become invalid, this shall not affect the validity of the remaining provisions. In such a case, a provision shall be deemed agreed upon that most closely approximates the expressed intent of the contract in a permissible manner.