T&C

General Terms and Conditions of Jumag Dampferzeuger GmbH

I. General scope of application of the Terms and Conditions

  1. These General Terms and Conditions (“GTCs”) apply to all offers, deliveries, services and other legal relationships between Jumag
    Dampferzeuger GmbH (hereinafter referred to as “we” or “us”) and its customers. The GTCs apply exclusively to companies within the
    meaning of Section 14 of the German Civil Code (BGB), legal entities governed by public law and special funds under public law. They also
    apply to all future business relationships with the customer even if they are not explicitly agreed again.

  2. General terms and conditions of the customer that contradict, deviate from or add to these GTCs shall not form part of the contract, even if
    they are not explicitly rejected or if we make deliveries or perform services without reservation in the knowledge of such conditions. General
    terms and conditions of the customer shall only apply if their validity has been explicitly approved in writing. A reference to letters, purchase
    orders or other documents of the customer do not constitute approval of the validity of its general terms and conditions.

  3. Individual agreements between the contracting parties take precedence over these GTCs as long as they have been made in writing or in
    text form.

II. Quotations, price and payment

  1. Our quotations are subject to change and non-binding unless they have been explicitly designated as binding. Technical changes, design
    changes, as well as changes to the form, implementation and material may be made as long as they are reasonable for the customer. The
    customer’s purchase order is a binding quotation. A contract is deemed to come into effect no earlier than with our written confirmation of the
    order. The scope of the service owed is determined exclusively by the content of our order confirmation. Oral agreements of any kind require
    our written confirmation to be effective.
  2. All prices are in Euro net ex works inclusive of loading but excluding packaging, transport, insurance, customs and other ancillary costs as
    well as the applicable legal sales tax, unless explicitly agreed otherwise. In the event that there is a period of more than four months between
    the conclusion of the contract and the delivery and there is an increase in material, energy, wage, transport or procurement costs, we are
    entitled to adjust the prices accordingly to an appropriate extent. A detailed breakdown of the price change shall be provided upon request
  3. We are entitled to invoice appropriate partial payments based on the project progress, in particular for engineering, production, delivery,
    assembly and commissioning services.
  4. Invoices shall be due for payment within fourteen (14) calendar days from the invoicing date with no deductions unless agreed otherwise.
    Timely payment shall only be deemed to have been made if we possess the money without restriction on the due date. Should the customer
    be in default of payment, the statutory provisions on default of payment shall apply. Furthermore, we are authorized to withhold further
    deliveries and services until all payments due have been made in full.
  5. The customer is only entitled to withhold payment or offset against counterclaims if these counterclaims have been legally established, are
    undisputed or have been explicitly acknowledged by us.
  6. If, after the conclusion of the contract, we become aware of circumstances that are likely to significantly impair the customer’s creditworthiness,
    we are entitled to make any outstanding deliveries and provide any outstanding services only against advance payment, adequate security,
    or contemporaneous performance.

III. Change requests

  1. After the contract is concluded, the customer may submit a written request for changes to the scope of services, technical specifications,
    design, or delivery dates (“change request”). Change requests are only permitted within 14 calendar days of receipt of the order confirmation.
  2. We shall review the technical and economical feasibility of the change request and shall notify the customer within 7 calendar days of the
    impacts, delivery dates and scope of delivery (“change offer”). If the customer does not accept the change offer in writing within 7 calendar
    days of receipt, the original contract scope shall remain in place unchanged. A change request only becomes binding with the written
    agreement of both parties.
  3. All additional costs, additional expenditure and changes to schedules shall be borne by the customer.
  4. We are entitled to temporarily pause the work affected by the change request until an agreement has been reached on its impact. In the event
    of a change or cancelation, payment shall remain due for any services already rendered and any materials and components already procured.

IV. Performance time, delay in performance, withdrawal and termination

  1. The performance time results from the agreements of the contracting parties. Our compliance therewith presupposes that all commercial and
    technical questions have been clarified and that the Customer has fulfilled all obligations incumbent upon it, such as, for example, provision
    of the necessary official certificates or approvals or payment of a deposit. If this is not the case, the performance time shall be extended
    accordingly. This shall not apply if we are responsible for the delay. If call-off orders have been agreed, the call-off must be made at least
    four weeks prior to the required delivery date.
  2. Compliance with the performance deadline is subject to correct and timely delivery by our suppliers. We shall communicate any anticipated
    delays as soon as possible.
  3. The performance time shall be deemed to have been observed if the goods have left our factory by the end of this period or if the goods are
    reported as ready for dispatch. Insofar as acceptance is to take place at our premises, the acceptance date shall be decisive – except in the
    case of justified refusal of acceptance – alternatively the notification of readiness for acceptance.
  4.  If dispatch or acceptance of the goods is delayed for reasons for which the customer is responsible, the costs incurred as a result of the delay
    shall be charged to the customer, starting one month after notification of readiness for dispatch or acceptance.
  5. If non-compliance with the performance time is due to force majeure, industrial disputes or other events beyond our control, the performance
    time shall be extended accordingly. We all notify the customer of the beginning and end of such circumstances as quickly as possible.
  6. The customer may withdraw from the contract without notice if we are ultimately unable to provide the entire service prior to the transfer of
    risk. Furthermore, the customer may withdraw from the contract if, in the case of an order, performance of part of the service becomes
    impossible and the customer has a legitimate interest in refusing partial performance. If this is not the case, the customer shall pay the
    contract price attributable to the partial performance. The same shall apply in the event of our inability to perform. If the impossibility or inability
    occurs during the default of acceptance or if the customer is solely or predominantly responsible for these circumstances, they shall remain
    obliged to provide service in return.
  7. If in other cases the customer terminates the contract or declares its withdrawal from the contract prior to its execution, we may demand flatrate compensation of 15% of the agreed remuneration for the services rendered and expenses incurred up to termination of the contract. The
    customer may provide counter-evidence of actual lower levels of performance and expenditure. Clause 1 does not apply insofar as the
    customer can exercise a statutory right of termination or withdrawal.
  8. If the customer is culpably in default of acceptance, in default of accepting the delivery, culpably fails to cooperate, or if our delivery is delayed
    for other reasons for which the customer is responsible, we are entitled to demand compensation for the resulting damages, including
    additional expenses, and/or to withdraw from the unfulfilled portion of the delivery contract. Furthermore, we are entitled to store or ship the
    goods at the customer’s expense and risk.
 
 

V. Transfer of risk, acceptance

  1. Unless otherwise agreed, the place of performance for our services shall be our registered office. Partial performance is permissible insofar
    as it is reasonable for the customer. If the customer wants to have the goods sent to another location, this shall be subject to a separate
    agreement at the customer’s expense. We shall only provide transportation insurance at the customer’s express request, and the cost shall
    be borne by the customer. The risk shall be transferred to the customer upon notification that the respective system components are ready
    for shipment, but no later than upon handover to the shipping agent or carrier, regardless of whether partial services, the main system, or
    ancillary systems are involved, even if we have assumed responsibility for other services, such as shipping costs or delivery and setup. Any
    installation or commissioning at the place of performance shall not affect the transfer of risk, unless such installation or commissioning is
    expressly part of a separate contractual acceptance obligation.
  2.  If shipment or acceptance is delayed or does not take place due to circumstances beyond our control, the risk shall pass to the customer
    from the date of notification of readiness for shipment or acceptance. We undertake to take out, at the customer’s expense, such insurance
    as the customer may require.
  3. Insofar as acceptance at our premises has been agreed, such acceptance shall be carried out without undue delay on the acceptance date,
    alternatively after we have provided notice of readiness for acceptance. The customer may not refuse acceptance in the event of an
    insignificant defect.
  4.  Acceptance of the complete system is deemed to have taken place if at least one of the following conditions is met:
    • the customer uses the system, in whole or in part, for production purposes,
    • commissioning has been completed or commenced without an express declaration of acceptance,
    • the customer refuses acceptance without there being any material defects,
    • 14 calendar days have passed since the notice of readiness for acceptance was issued, without any material defects having been reported in writing.
    In such cases, acceptance is deemed to be implied.
  5. We are entitled to require partial acceptance for individual components, construction phases, or systems. Upon partial acceptance, the risk
    and responsibility for the accepted portion are transferred to the customer; the statute of limitations begins to run separately in each instance.

VI. Retention of title

  1. We shall retain title to the goods until all claims arising from the contract have been paid in full. If the customer acts in breach of the contract,
    in particular in the event of default of payment, we are entitled, after setting a reasonable deadline, to demand the return of the goods subject
    to retention of title. If the return of the goods is not possible due to their installation or attachment to a piece of real property, the customer
    hereby assigns to us any claims for compensation or unjust enrichment against third parties or the property owner in the amount of the invoice
    value. We accept this assignment.
  2. The customer is obliged to treat the goods with care as long as ownership has not yet passed to them. In particular, they shall be obligated
    to adequately insure the goods against theft, fire damage and water damage at replacement value at their own expense. As long as title has
    not yet been transferred, the customer shall notify us in writing without undue delay if the goods are seized or subject to other interventions
    by third parties. If said third party is not capable of reimbursing such judicial and extra-judicial costs incurred by us in connection with legal
    action pursuant to Article 771 German Code of Civil Procedure (ZPO), the purchaser shall be liable for the loss incurred by us.
  3. The customer is entitled to resell the reserved goods in the normal course of business. The customer hereby assigns to us the claims of the
    purchaser arising from resale of the retained goods to the amount of the final invoice amount agreed with us (including value added tax). This
    assignment shall apply regardless of whether the goods have been resold without or after processing. The customer remains authorized to
    collect the claim even after the assignment. Our entitlement to collect the claim ourselves shall not be affected by this. However, we will
    refrain from collecting the claim as long as the customer meets their payment obligations from the proceeds received, is not in default of
    payment and, in particular, as long as no application for the institution of insolvency proceedings has been filed and there is no cessation of
    payments.
  4. The processing or transformation of the goods by the customer shall always be carried out in our name and on our behalf. In this case, the
    customer’s expectant right to the goods shall continue with the transformed item. If the goods are processed together with other items not
    belonging to us, we shall acquire co-ownership in the new item in proportion of the objective value of goods to the other processed items at
    the time of processing. The same applies in the event of mixing. If the mixing takes place in such a way that the customer’s item is to be
    regarded as the main item, it shall be agreed that the customer transfers proportionate co-ownership to us and keeps the resulting sole
    ownership or co-ownership for us. To secure our claims against the customer, the customer shall also assign to us such claims against a
    third party as accrue to the customer through the combination of the retained goods with real property; we hereby accept this assignment.

VII. Warranty

  1. The nature of the products delivered and services provided shall be determined exclusively by the express contractual agreement. Public
    statements, brochures, or other information not included in the contract do not constitute a guarantee of the nature of the products or services.
    A minor deviation from the agreed-upon nature, as well as a minor impairment of usability, do not constitute a material defect.
  2. Rights arising from material defects apply only if the defect already existed at the time of the transfer of risk or acceptance and can be
    demonstrably reproduced. We make no warranty that the goods offered and delivered are suitable for the purposes intended by the customer.
  3. The customer undertakes to carefully inspect the delivered service immediately and to report any apparent defects in writing no later than
    seven calendar days after delivery or commissioning. Hidden defects must be reported immediately upon discovery. Otherwise, the service
    shall be deemed accepted to the extent permitted by law. Failure to raise objections or raising them late shall be deemed approval of the
    service, to the extent permitted by law. The customer is not entitled to assert warranty claims for hidden defects if two years have passed
    since the delivery of the goods.
  4. In the event of legitimate material defects, we are initially entitled exclusively to provide replacement performance. The customer must allow
    us at least two (2) attempts at replacement performance before any further rights can be asserted. Replaced parts become our property. After
    consultation with us, the customer shall grant us the necessary time and opportunity to carry out all repairs and replacements which we deem
    necessary; otherwise we shall be released from liability for the resulting consequences. Only in urgent cases of danger to operational safety or to avert disproportionately large damage, in which case we must be notified immediately, shall the customer be entitled to remedy the
    defect itself or have it remedied by third parties and to claim compensation from us for the necessary costs incurred. If the customer or a third
    party carries out improper repairs, we shall not be liable for the resulting consequences. The same shall apply to any changes made to goods
    without our prior consent.
  5. Of the costs incurred as a result of rectification or replacement, we shall bear the costs of the replacement part, including shipping, provided
    the complaint is found to be justified. We shall also bear the costs of dismantling and installation as well as the costs of providing the necessary
    fitters and assistants, if any, including travel expenses, provided this does not result in a disproportionate burden for us. A disproportionate
    burden is to be assumed in particular if the goods are located in a place which is difficult to access or outside the territory of the Federal
    Republic of Germany. In this case, the customer’s claim is limited to the delivery of spare parts.
  6. Claims for withdrawal or reduction are valid only if the replacement performance has definitively failed or is unreasonable for the customer.
  7. In particular, no claims for material defects exist in the following cases:
    • unsuitable or improper use,
    • incorrect assembly or commissioning by the customer or a third party,
    • operation not in accordance with the intended use,
    • inadequate or improper maintenance,
    • natural wear and tear, deterioration or aging,
    • chemical, electrical, thermal or mechanical influences outside the specification,
    • changes or modifications made without our consent,
    • unsuitable foundations,
    • defective construction work.
  8. Unless otherwise agreed, we shall be liable only for ensuring that the service is free from third-party rights within the territory of the Federal
    Republic of Germany. In the event of a legitimate claim by a third party for infringement of industrial property rights, our liability is limited to
    replacement performance in the form of repair or substitute delivery, to the extent that this is economically reasonable. Claims for defects in
    title are excluded to the extent that the infringement of intellectual property rights is attributable to specifications from the customer or to a
    use that we have not approved.
  9. A warranty applies to all pre-assembled components to the same extent as the warranty provided to us by the subcontractor. The
    corresponding warranty is passed on. In addition, any further claims for damages, consequential damages, transport costs, withdrawal,
    replacement performance or reduction are excluded.

VIII. Liability

  1.  We assume unlimited liability for damages resulting from willful misconduct or gross negligence. In cases of simple negligence, we are liable
    only for breaches of a material contractual obligation (cardinal obligation). In this case, liability is limited to damages typical for this type of
    contract and foreseeable at the time the contract was concluded. To the extent permitted by law, our liability for all claims arising from or in
    connection with an order is limited in total to the respective net order value.
  2. To the extent permitted by law, liability for indirect damages, consequential damages, and financial losses is excluded. This applies in
    particular to production losses, business interruptions, loss of use, lost profits, lost savings, loss of orders, loss of data, financing costs, or
    recourse claims by third parties against the customer.
  3.  We shall not be liable for damage resulting from unsuitable or improper use, incorrect installation or commissioning by the customer or a third
    party, normal wear and tear, improper or negligent handling, unsuitable operating materials, excessive strain, or external influences beyond
    our control.
  4. The above limitations of liability also apply to our legal representatives, employees, agents, and subcontractors. The above limitations of
    liability do not apply in cases of injury to life, limb, or health, in cases of fraudulent concealment of a defect, in cases where an express
    warranty has been given, or for claims under the German Product Liability Act (Produkthaftungsgesetz), or to the extent that mandatory
    statutory provisions preclude such limitations.

IX. Limitation period

  1. Claims by the customer arising from material defects and defects of title shall become time-barred within twelve (12) months of acceptance
    of the entire service, to the extent permitted by law. In the case of a constructive or implied acceptance, the earliest date on which the
    conditions for acceptance are met shall be deemed the starting point for the statute of limitations. The limitation period shall not begin anew
    even in the event of repair or substitute delivery. This does not apply to claims arising from willful misconduct, gross negligence, injury to life,
    limb, or health, or to claims under the German Product Liability Act or in the event that a warranty has been assumed. 
  2. Claims by the customer for damages, regardless of the legal basis, shall become time-barred within twelve (12) months from the statutory
    commencement of the limitation period, unless such claims are based on willful misconduct or gross negligence, or involve injury to life, limb,
    or health. In the case of claims for damages arising from defects in the goods delivered or services provided, the statute of limitations begins
    upon acceptance of the entire performance.
  3. To the extent that longer limitation periods are required by law, particularly in cases of fraudulent concealment of a defect, claims under the
    German Product Liability Act, or injury to life, limb, or health, such periods remain unaffected.

X. End use and export controls

  1.  The customer undertakes to use the delivered products exclusively for civilian purposes and not to transfer them, either directly or indirectly,
    to countries or to individuals/organizations subject to sanctions under EU, UN, US, or national law, in particular not to Russia or Belarus.
  2. The customer undertakes to comply with all applicable export control and sanctions regulations and to submit a declaration of end use upon
    request. We must be notified of any intended transfer or change in the intended use, and such transfer or change is permitted only with our
    written consent.
  3. The customer shall be fully liable for any resulting damages, fines, or legal consequences arising from any violations. In such cases, we
    reserve the right to withdraw from the contract or to refuse delivery. Any further legal claims remain unaffected.

XI. Cooperation of the customer

  1. The customer undertakes to cooperate in all matters necessary for the proper performance of the contract in a timely and complete manner
    and at its own expense.
  2. In particular, the customer shall ensure that:
    • all the necessary technical, commercial, and organizational information, documents, and approvals are provided in a timely manner,
    • the structural and technical conditions for delivery, installation, and commissioning are established and maintained, in particular a construction site that is safe, accessible, and ready for construction,
    • any necessary preparatory and supplementary work is performed properly and in a timely manner, including by third parties,
    • the necessary connections (e.g., electricity, water, compressed air, media supply) are provided in a timely manner and to the agreed extent,
    • the necessary official permits, approvals, and acceptances are in place, unless these are expressly our responsibility,
    • qualified personnel are assigned, and a designated contact person is appointed for coordination during delivery, installation, and
    commissioning,
    • access to the construction site and the unimpeded performance of our services are guaranteed,
    • any necessary lifting equipment or infrastructure is provided, unless it is our express obligation to do so.
  3. If the customer fails to fulfill its obligations to cooperate, or fails to do so in a timely or proper manner, we are entitled to extend agreed-upon dates and deadlines as appropriate, to invoice separately for any resulting waiting, downtime, storage, and additional costs, suspend partial performance to the extent necessary, and, after setting a reasonable deadline, withdraw from the contract or terminate it without notice, provided that a material obligation to cooperate has been breached. We are not liable for delays or additional costs resulting from a breach of the customer’s obligations to cooperate.
  4. We are entitled to provide written notice of any impediments to the provision of services resulting from a lack of cooperation. In this case, the
    agreed-upon deadlines shall be extended accordingly. Claims by the customer for damages, contractual penalties, or late payment penalties are excluded in this regard.

XII. Installation services and additional expenditure

  1. Where installation services have been agreed upon, we shall provide these exclusively to the extent expressly specified in the quote, purchase order, service description, or order confirmation. Services that are not included in the agreed scope of services are considered additional services. These include in particular:
    • changes or enhancements requested by the customer;
    • additional installation or adjustment work;
    • work resulting from changes in local conditions;
    • rework resulting from incorrect or incomplete information provided by the customer;
    • waiting times, interruptions, or repeated call-outs due to reasons attributable to the customer or a third party.
  2. If we identify circumstances that are likely to result in additional work or schedule changes, we shall inform the client as part of our ongoing project coordination and as soon as is reasonably possible given the circumstances of the individual case. Payment for justified additional services shall not be affected by any delay in notification, provided that the customer has not suffered any demonstrable material disadvantage as a result.
  3. The customer shall pay separately for any additional services. Payment shall be made in accordance with the agreed rates; failing that, in accordance with our prices and hourly rates in effect at the time the services are rendered. We are entitled to make the provision of additional services contingent upon a prior written commission.
  4. Should the customer request the immediate performance of an additional service, or should such immediate performance be necessary to prevent damage, safety risks, or unreasonable delays, we may perform the service even before a payment agreement has been concluded. The claim to payment of the additional expenses actually incurred remains unaffected by this.
  5. Any additional services, as well as any schedule changes resulting therefrom, shall be documented in a written addendum, installation report, or change log. However, the validity of the claim for payment does not depend solely on the signing of such a document, provided that the customer requested the additional service or recognized or should have recognized its necessity.

XIII. Software use

  1. Where software is included in the scope of services, the customer is granted a non-exclusive right to use the delivered software, including its documentation. It is provided for use on the goods intended for that purpose. Use of the software on more than one system is not permitted.
  2. The customer may reproduce, modify, translate, or convert the software from object code to source code only to the extent permitted by law (Sections 69a et seq. of the German Copyright Act (Urheberrechtsgesetz)). The customer agrees not to remove or alter any manufacturer information, in particular copyright notices, without our prior express consent.
  3. All other rights to the software and documentation, including copies, remain with us or the software supplier. The granting of sublicenses is not permitted.

XIV. Confidentiality, intellectual property rights, and disclosure of documents

  1. The parties undertake to treat as confidential all technical, commercial, and other information obtained from the other party in the course of their business relationship and to use such information solely for the purpose of performing the respective contract. Excluded from the confidentiality obligations is any information that was already generally known or publicly available at the time of its disclosure, or that subsequently becomes publicly available without a breach of this agreement, or that was demonstrably and lawfully known to the receiving party prior to disclosure, or that was lawfully disclosed by a third party without any obligation of confidentiality, or that was developed by the receiving contracting party independently and without the use of confidential information.
  2. All rights to our quotes, cost estimates, drawings, calculations, technical documents, software, documentation, drafts, and other work products, in particular copyrights and other intellectual property rights, remain exclusively with us. Use, reproduction, modification, or disclosure to third parties is permitted only with our prior written consent. This applies in particular to disclosure to competitors, subcontractors, or other third parties for the purpose of preparing bids or for technical reuse.
  3. All documents provided by us must be returned in full without delay upon our request, or no later than upon termination of the business
    relationship, or must be demonstrated to have been destroyed. This also applies to copies, digital duplicates, and other reproductions.
  4. The obligations under this clause shall remain in effect for a period of five (5) years following the termination of the business relationship,
    unless mandatory statutory protection periods extending beyond that time apply.

XV. Final provisions

  1. This agreement is governed by the laws of the Federal Republic of Germany, to the exclusion of the provisions of private international law and the United Nations Convention on Contracts for the International Sale of Goods.
  2. The place of jurisdiction is the court with jurisdiction over our headquarters, provided that the parties are registered traders. However, we are entitled to file a lawsuit at the location of the customer’s headquarters.
  3. There are no oral agreements. Any amendments or additions to the contract must be made in writing. To the extent that the written form is required in these GTCs or in the contract, the text form as defined in Section 126b of the German Civil Code (BGB), in particular via email, fax, or other electronic means of communication, is sufficient to satisfy this requirement, unless mandatory statutory provisions require a more stringent form.
  4. The parties undertake to comply with all applicable anti-corruption laws. In particular, they undertake not to offer, grant, demand, or accept, either directly or indirectly, any improper benefits that could unduly influence business decisions. In the event of a breach of this provision, we are entitled to withdraw from the contract and claim damages.
  5. Should any provision of this contract be or become invalid or unenforceable, in whole or in part, the validity of the remaining provisions shall remain unaffected. In place of the invalid provision, a valid provision that most closely reflects the economic purpose of the invalid provision shall be deemed to have been agreed upon.

Subject to changes / Version date: June 2026