General Terms and Conditions of Tube Mill Control GmbH Version: 01 January 2026

 

1. Scope of Application These General Terms and Conditions (“GTC”) apply to all contracts between Tube Mill Control GmbH, with its registered office in Halle (Saale), Germany (“Supplier”), and its customers (“Customer”). These GTC apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB). Any deviating, conflicting or additional terms and conditions of the Customer shall not become part of the contract unless expressly accepted by the Supplier in writing.

 

2. Subject Matter of the Contract The subject matter of the contract includes in particular the delivery and sale of hardware systems, the provision of software (including embedded software), commissioning, training, maintenance, repair and service services. No guarantee is given for specific production outputs or quality results unless expressly agreed in writing.

 

3. Conclusion of Contract All offers of the Supplier are non-binding. A contract shall only be concluded upon written order confirmation by the Supplier or upon commencement of performance.

 

4. Prices and Payment Terms All prices are stated net of value-added tax (VAT) at the applicable statutory rate, as well as any customs duties, taxes, travel expenses and disbursements. Invoices are payable without deduction within 14 calendar days from the invoice date, unless otherwise agreed in writing. The Supplier is entitled to demand advance payment, partial payments or securities. The Customer may only set off or assert retention rights against undisputed or legally established claims.

 

5. Delivery, Transfer of Risk, Shipment Delivery dates and deadlines are non-binding unless expressly designated as binding. The risk shall pass to the Customer upon delivery ex works (EXW Incoterms® 2020). Shipment, transport and insurance shall be at the Customer’s risk and expense.

 

6. Retention of Title Delivered goods shall remain the property of the Supplier until full settlement of all claims arising from the business relationship. The Customer is not entitled to pledge the goods or assign them as security prior to full payment.

 

7. Software and Rights of Use The Customer shall receive a non-exclusive, non-transferable and non-sublicensable right to use the software. The right of use is limited to the contractually agreed purpose and place of use. Reverse engineering, decompilation or reproduction of the software is prohibited to the extent legally permissible. Source code is not owed.

 

8. Customer’s Cooperation Obligations The Customer shall ensure that all technical, organizational and safety-related requirements are met. Delays or additional expenses resulting from insufficient cooperation shall be borne by the Customer.

 

9. Warranty The warranty period shall be 12 months from the transfer of risk. At its discretion, the Supplier shall remedy defects by repair or replacement. Any further claims, in particular claims for damages, are excluded to the extent permitted by law. No warranty shall apply in cases of improper use, modifications made by the Customer, wear parts, or third-party software updates.

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10. Liability The Supplier shall be liable only in cases of intent or gross negligence. In cases of simple negligence, the Supplier shall be liable only for breaches of essential contractual obligations and limited to the foreseeable damage typical for this type of contract. Liability for loss of profit, production downtime, data loss or consequential damages is excluded. Total liability shall be limited to the order value. Mandatory liability under the German Product Liability Act (Produkthaftungsgesetz) remains unaffected.

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11. Service, Repair and Returns Service shall be provided on a time-and-material basis unless otherwise agreed. Returns shall be made at the Customer’s cost and risk. Replaced parts shall become the property of the Supplier.

 

12. Export Control The Customer is responsible for compliance with all applicable export, customs and import regulations.

 

13. Confidentiality Both parties undertake to treat all non-public information as confidential.

 

14. Governing Law and Jurisdiction These GTC shall be governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). Exclusive place of jurisdiction shall be Halle (Saale), Germany.

 

15. Final Provisions Should any provision of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected. Individual written agreements between the parties shall take precedence over these GTC. Any amendments or supplements shall require written form.