Terms & Conditions

1. Scope of Application
   1.1 These General Terms and Conditions (GTC) apply to all our business relationships with our customers (“Buyer”). The GTC apply only if the Buyer is an entrepreneur (§ 14 BGB), a legal entity under public law, or a special fund under public law within the meaning of § 310 paragraph 1 BGB.
   1.2 Our GTC apply exclusively. Deviating, conflicting, or supplementary terms and conditions of the Buyer become part of the contract only if and to the extent that we have expressly agreed to their validity. This requirement for consent also applies if the Buyer refers to its own GTC in the context of the order and we do not expressly object.
   1.3 These GTC apply to contracts for the sale and/or delivery of movable goods (“Goods”) as well as the provision of services and other performances. It is irrelevant whether we manufacture the Goods ourselves or purchase them from suppliers (§§ 433, 650 BGB). Unless otherwise agreed, these GTC, as amended at the time of the Buyer’s order or as last communicated in text form, also apply as a framework agreement for similar future contracts, without us having to refer to them again in each individual case.
   1.4 Individual agreements made with the Buyer in specific cases (including side agreements, additions, and amendments) and information in our order confirmation take precedence over these GTC. The content of such agreements is, subject to evidence to the contrary, governed by a written contract or our written confirmation.
   1.5 Legally relevant declarations and notifications by the Buyer regarding the contract (e.g., notices of defects, setting of deadlines, withdrawal, or reduction) must be made in writing, i.e., in written or text form (e.g., letter, e-mail, fax). Further statutory form requirements and further evidence (in case of doubt about the legitimacy of the declarant) remain unaffected.
   1.6 References to the applicability of statutory provisions are for clarification purposes only. The statutory provisions apply even without such clarification, unless they are modified or expressly excluded by these GTC.
2. Offer and Conclusion of Contract
   2.1 Our offers are non-binding and without obligation. This also applies if we have provided the Buyer with catalogues, technical documentation (e.g., drawings, plans, calculations, references to DIN standards), or other product descriptions or documents (also in electronic form). We retain ownership and copyright to all documents provided to the Buyer in connection with the order. These documents may not be made accessible to third parties unless we have given our express written consent.
   2.2 The Buyer’s order of the Goods constitutes a non-binding offer to contract under § 145 BGB. Unless otherwise stated in the order, we are entitled to accept this offer within two weeks of its receipt.
   2.3 Acceptance of the offer by the Buyer is made in writing (e.g., by order confirmation). If we do not accept the Buyer’s offer within the deadline specified in section 2.2, any documents sent to the Buyer must be returned to us immediately.
3. Prices and Payment Terms
   3.1 Unless otherwise agreed in writing in individual cases, our current prices at the time of conclusion of the contract apply ex warehouse, plus statutory VAT. Packaging costs are invoiced separately. If no fixed price agreement has been made, reasonable price changes due to changes in wage, material, and distribution costs are reserved for deliveries made three months or more after conclusion of the contract.
   3.2 In case of a sale by dispatch, the Buyer bears the transport costs ex warehouse and the costs of transport insurance. If the Buyer does not wish for us to arrange transport insurance, this must be communicated to us in writing. Our transport insurance covers the current fair value of the device.
   3.3 If we do not receive any feedback, the goods will automatically be insured by us. Our transport insurance covers the current fair value of the device. If we do not invoice the actual transport costs incurred in individual cases, we charge a flat-rate transport fee (excluding transport insurance). Any customs duties, fees, taxes, and other public charges are to be borne by the Buyer.
   3.4 If customer-provided packaging protects devices on any side (including below and above) with less than 7 cm of packaging material, we reserve the right to exchange the packaging for return shipment at an additional charge.
   3.5 To reduce lead times and administrative effort, any minor repairs and services up to €50.00 will be carried out without separate customer approval and will be itemized and invoiced separately.
   3.6 Payment of the purchase price must be made exclusively to the accounts specified on the invoice. Cash discounts are only permitted with a special written agreement.
   3.7 Unless otherwise agreed, the purchase price is due and payable within fourteen days of invoicing and delivery or acceptance of the goods. However, we are entitled, even within an ongoing business relationship, to deliver goods only against advance payment in whole or in part at any time. We will declare such a reservation at the latest with the order confirmation.
   3.8 The Buyer is in default if the above payment period expires. During default, the purchase price is subject to interest at the statutory default interest rate pursuant to § 288 paragraph 2 BGB, which is nine percentage points above the base rate. We reserve the right to claim further damages for default. For merchants, our claim to the commercial maturity interest under § 353 HGB remains unaffected.
   3.9 If, after conclusion of the contract, it becomes apparent that our claim to payment of the purchase price is at risk due to the Buyer’s lack of ability to pay (e.g., by filing for insolvency), we are entitled under statutory provisions to refuse performance and, if necessary after setting a deadline, to withdraw from the contract (§ 321 BGB). For contracts involving the manufacture of non-fungible items (custom-made products), we may withdraw immediately. The statutory provisions regarding the dispensability of setting a deadline remain unaffected.
4. Rights of Retention and Set-off
   The Buyer is only entitled to set-off or retention rights if his claim is legally established or undisputed and his counterclaim is based on the same contractual relationship. In case of defects in the delivery, the Buyer’s counter-rights, especially under section 8.6 sentence 2 of these GTC, remain unaffected.
5. Delivery Period and Delay in Delivery
   5.1 The approximate delivery period is agreed individually or stated by us upon acceptance of the order. The delivery period is not binding.
   5.2 If we cannot meet binding delivery deadlines for reasons beyond our control, we will inform the Buyer immediately and at the same time communicate the expected or new delivery period. If the service is still unavailable within the new delivery period, we are entitled to withdraw from the contract in whole or in part; any consideration already provided by the Buyer (such as payment) will be refunded immediately. Non-availability of the service may occur, for example, if our supplier fails to deliver on time, if we have concluded a congruent hedging transaction, if there are other disruptions in the supply chain (e.g., due to force majeure), or if we are not obliged to procure in an individual case.
   5.3 Whether we are in default as the seller is determined by statutory provisions. However, a reminder from the Buyer is required for us to be in default.
   5.4 The rights of the Buyer under section 9 of these GTC and our statutory rights, especially in the event of exclusion of the obligation to perform (e.g., due to impossibility or unreasonableness of performance and/or subsequent performance), remain unaffected.
6. Performance, Delivery, Transfer of Risk, Acceptance, Default of Acceptance
   6.1 Delivery is ex warehouse. The warehouse is also the place of performance for the delivery and any subsequent performance. If the Buyer wishes the goods to be shipped to another destination (sale by dispatch), he bears the costs of shipping. If nothing is contractually agreed, we may determine the type of shipment (packaging, shipping route, carrier) at our discretion.
   6.2 The risk of accidental loss and accidental deterioration passes to the Buyer upon delivery of the goods. In the case of a sale by dispatch, the risk passes to the Buyer upon delivery of the goods to the carrier or freight forwarder. If acceptance of the goods is contractually agreed, this is decisive for the transfer of risk. Further statutory provisions of contract law remain unaffected. Delivery or acceptance is deemed to have occurred if the Buyer is in default of acceptance.
   6.3 If the Buyer is in default of acceptance or if our delivery is delayed for reasons attributable to the Buyer, we are entitled to claim compensation for the resulting damage, including additional expenses (e.g., storage costs). In such cases, we charge the Buyer a flat-rate compensation of €75 per calendar day (starting from the delivery period or, if no delivery period is specified, from notification of readiness for dispatch). Our statutory claims (compensation for additional expenses, reasonable compensation, termination) and proof of higher damages remain unaffected.
   6.4 Proof of higher damages and our statutory claims (especially compensation for additional expenses, reasonable compensation, termination) remain unaffected; the flat rate is to be offset against further monetary claims. The Buyer may prove that we have suffered no damage or only significantly less damage than the above flat rate.
   6.5 In the case of calibration services ordered by customers, the order shall be carried out impartially and confidentially in accordance with the applicable principles, guidelines and standards for measurements, tests and calibrations.
   6.6 If the customer wishes to specify their own specification limits, decision rules, measurement ranges, or measurement points for calibration, these must be recorded in writing at the time of order. The specification limits, decision rules, measurement ranges, and measurement points specified in the written contract acceptance (order confirmation) are contractually binding. If general contracts are concluded with customers concerning conformity statements, these take precedence.
   6.7 If no individual specifications regarding specification limits, decision rules, measurement ranges, or measurement points are made in the order confirmation, the following standards apply to conformity statements for the measurement quantities listed below in accredited calibration services:

• Manufacturer’s specifications are used as the basis for specifications.
• Mechanical quantities: Conformity statement with a confidence level of ≥ 95%. The expanded measurement uncertainty is considered according to LAC-G8:09/2019 (section 4.2.3).
• Electrical quantities: No conformity statement.
• Thermodynamic quantities: No conformity statement.

       6.8 We may have the contracted services performed by subcontractors at our discretion and without requiring the client’s consent or approval, especially if we consider the engagement of subcontractors necessary due to lack of resources or other reasons.
       6.9 The customer allows us to affix a label for clear identification of the device and its accessories.
       6.10 The customer also allows us to mark the test and measuring equipment with a barcode and QR code for identification and provision of calibration certificates.
       6.11 Calibration certificates, certificates, and written reports containing measurement results or their interpretations are provided by us, at our discretion, in electronic or written form in a single copy.
       6.12 Factory calibration certificates according to EA-3/01 M:2024 (section 5.2.1) are not accredited calibration certificates and are not covered by the EA MLA (European Accreditation).

7. Retention of Title
   7.1 We retain title to the delivered goods until full payment of all our present and future claims from the purchase contract and an ongoing business relationship (secured claims).
   7.2 Until full payment of the secured claims has been made, the goods subject to retention of title may not be pledged to third parties or assigned as security. The Buyer must notify us immediately in writing if an application for the opening of insolvency proceedings is filed or if third parties (e.g., seizures) have access to the goods belonging to us. If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit under § 771 ZPO, the Buyer is liable for the loss incurred.
   7.3 In the event of the Buyer’s conduct contrary to the contract, especially in case of non-payment of the due purchase price, we are entitled to withdraw from the contract and/or demand the return of the goods based on the retention of title in accordance with statutory provisions. The demand for return does not at the same time constitute a declaration of withdrawal; rather, we are entitled to demand only the return of the goods and to reserve the right to withdraw. If the Buyer does not pay the due purchase price, we must have set the Buyer an unsuccessful reasonable deadline for payment before asserting these rights. This applies only if such a deadline is not dispensable under statutory provisions.
   7.4 The Buyer is authorized, subject to revocation under section 7.4.c, to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions apply in addition:
   a) Products resulting from the combination, mixing, or processing of our goods are subject to retention of title to their full value, with us considered the manufacturer. If, in the case of combination, mixing, or processing with third-party goods, their ownership rights remain, we acquire co-ownership in proportion to the invoice values of the combined, mixed, or processed goods. Otherwise, the same applies to the resulting product as to the goods delivered under retention of title. The Buyer also assigns to us, for security purposes, any claims arising from the combination of the goods subject to retention of title with a property against a third party. We accept this assignment.
   b) The Buyer already assigns to us at this time, in total or in the amount of our possible co-ownership share under section 7.4.a, the claims arising from the resale of the goods or the product against third parties in the amount of the final invoice amount agreed with us (including VAT) for security purposes. We accept the assignment. The obligations of the Buyer listed in section 7.2 also apply in respect of the assigned claims.
   c) The Buyer remains authorized to collect the claim alongside us. As long as the Buyer meets his payment obligations to us, is not in default, and we do not assert the retention of title by exercising a right under section 7.3, we undertake not to collect the claim. If we assert a right under section 7.3, we may require the Buyer to disclose the assigned claims and their debtors, provide all information necessary for collection, hand over the associated documents, and notify the debtors (third parties) of the assignment. Furthermore, we are entitled to revoke the Buyer’s right to resell and process the goods subject to retention of title.
   d) If the realizable value of the securities exceeds our claims by more than 10%, we will release securities of our choice at the Buyer’s request.
   7.5 The Buyer is obliged to treat the goods with care as long as ownership has not yet passed to him. In particular, he is obliged to insure them at his own expense against theft, fire, and water damage at replacement value (note: only permissible for the sale of high-value goods). If maintenance and inspection work is required, the Buyer must carry this out at his own expense and in a timely manner.
8. Buyer’s Claims for Defects
   8.1 The Buyer’s rights in case of material and legal defects (including incorrect and short delivery as well as improper assembly/installation or defective instructions) are governed by statutory provisions unless otherwise specified below. Statutory provisions on consumer goods purchases (§§ 474 ff. BGB) and the Buyer’s rights under separately granted guarantees, especially from the manufacturer, remain unaffected.
   8.2 Agreements made with the Buyer regarding the quality and intended use of the goods (including accessories and instructions) regularly form the basis of our liability for defects within the framework of the warranty. An agreement on quality includes all product descriptions and manufacturer’s information that are the subject of the individual contract or were publicly announced by us (especially in catalogues or on our website) at the time of conclusion of the contract. If no quality has been agreed, it is to be assessed under § 434 paragraph 3 BGB whether a defect exists. Public statements by the manufacturer in advertising or on the label of the goods take precedence over statements by other third parties.
   8.3 For goods with digital elements or other digital content, we are only obliged to provide and update the digital content if this is expressly stated in a quality agreement under section 8.2. We assume no liability for public statements by the manufacturer or other third parties.
   8.4 We are not liable for defects that the Buyer knows or grossly negligently does not know at the time of conclusion of the contract (§ 442 BGB).
   8.5 The Buyer’s claims for defects exist only if the Buyer has fulfilled his statutory obligations to inspect and give notice of defects (§§ 377, 381 HGB). If the goods are building materials or other goods intended for installation or further processing, an inspection must be carried out immediately before processing. Notice of defects must be given to us in writing without delay if a defect is discovered during delivery, inspection, or later. Obvious defects must be reported in writing within 10 working days of delivery, and hidden defects within the same period after discovery. If the Buyer fails to properly inspect and/or notify us of defects, our liability for the unreported or late or improperly reported defect is excluded under statutory provisions. If the goods were intended for installation, attachment, or installation, this also applies if the defect only became apparent after such processing due to non-compliance or violation of one of these obligations. In this case, the Buyer has no claims for reimbursement of “removal and installation costs”.
   8.6 If the delivered goods are defective, we as the seller have the right to choose whether to remedy the defect (repair) or deliver a defect-free item (replacement). If the type of subsequent performance chosen by us is unreasonable for the Buyer in an individual case, he may refuse it. However, we reserve the right to refuse subsequent performance under statutory conditions. We may also make subsequent performance conditional on the Buyer paying the due purchase price. However, the Buyer has the right to retain a proportionate part of the purchase price in relation to the defect.
   8.7 The Buyer must give us the necessary time and opportunity for subsequent performance. In particular, the Buyer must hand over the item for which he has asserted a defect to us for inspection. If we deliver a defect-free item as a replacement, the Buyer must return the defective item to us in accordance with statutory provisions. However, the Buyer is not entitled to a return claim.
   8.8 Unless we are contractually obliged to do so, subsequent performance does not include the removal, dismantling, or deinstallation of the defective item, nor the installation, attachment, or installation of a defect-free item. The Buyer’s claims for reimbursement of “removal and installation costs” remain unaffected.
   8.9 We reimburse the expenses necessary for inspection and subsequent performance (transport, labor, and material costs, and, if applicable, removal and installation costs) in accordance with statutory provisions and these GTC if a defect exists. However, we may demand reimbursement from the Buyer for costs incurred due to an unjustified request for defect rectification if the Buyer knew or could have known that there was actually no defect.
   8.10 The Buyer may withdraw from the purchase contract or reduce the purchase price under statutory provisions if a deadline to be set by the Buyer for subsequent performance has expired unsuccessfully or is dispensable under statutory provisions. However, the Buyer has no right of withdrawal in the case of an insignificant defect.
   8.11 The Buyer’s claims for reimbursement of expenses under § 445a paragraph 1 BGB are excluded unless the last contract in the supply chain is a consumer goods purchase (§§ 478, 474 BGB) or a consumer contract for the provision of digital products (§§ 445c sentence 2, 327 paragraph 5, 327u BGB).
   8.12 Claims for damages or reimbursement of futile expenses by the Buyer (§ 284 BGB) exist only in accordance with sections 9 and 10, even if a defect is present.
   8.13 The warranty period for defects in goods delivered by us or services provided under a contract for work and services is 12 months from the transfer of risk.
   8.14 The warranty for defects in used goods is excluded unless otherwise individually agreed. Excluded from this are cases in which we have assumed a guarantee or fraudulently concealed a defect.
   8.15 In the event of customer intervention, modifications, or repairs to the devices, the Buyer bears the burden of proof that the defect is not attributable to this.
9. Data Storage
   9.1 We store and process personal data to the extent necessary to respond to pre-contractual inquiries or to fulfill the contract. The same applies to the transfer of data to commissioned subcontractors.
   9.2 The data will be deleted once the order is completed and no statutory retention periods or retention periods according to DIN EN ISO IEC 17025:2018, points 7.5; 7.11; 6.4, exist.
   9.3 The client has the statutory rights to information, deletion, restriction of processing, revocation of consent, objection, and complaint to the supervisory authority.
   9.4 Otherwise, the provisions of the privacy policy apply.
10. Other Liability
    10.1 We as the seller are liable, unless otherwise provided in these GTC, including the following provisions, for breaches of contractual and non-contractual obligations in accordance with statutory requirements.
    10.2 In the context of fault-based liability, we are liable, regardless of the legal grounds, for damages only in cases of intent and gross negligence. In the case of simple negligence, we are liable, subject to statutory limitations of liability (e.g., care in one’s own affairs; insignificant breach of duty), only:
    a) for damages resulting from injury to life, body, or health,
    b) for damages resulting from the breach of an essential contractual obligation (obligations whose fulfillment enables the proper execution of the contract in the first place and on whose compliance the contractual partner relies and may rely). In this case, our liability is limited to compensation for the foreseeable, typically occurring damage.
    10.3 The liability limitations under section 10.2 also apply to third parties and in the event of breaches of duty by persons whose fault we are responsible for under statutory provisions. If a defect has been fraudulently concealed or a guarantee for the quality of the goods has been assumed, the liability limitations do not apply. The same applies to the Buyer’s claims under the Product Liability Act.
    10.4 The Buyer may only withdraw from or terminate the contract due to a breach of duty not resulting from a defect if we as the seller are responsible for the breach of duty.
    10.5 The Buyer’s right of termination (especially under §§ 650, 648 BGB) is excluded. Otherwise, the statutory requirements and legal consequences apply.
11. Choice of Law and Jurisdiction
    11.1 These GTC and the contractual relationship between us as the seller and the Buyer are governed by the law of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Sales Convention.
    11.2 If the Buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law, or a special fund under public law, our registered office in Hanau is the exclusive, also international, place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. The same applies if the Buyer is an entrepreneur within the meaning of § 14 BGB.
    11.3 We are also entitled to bring an action at the place of performance of the delivery obligation under these GTC or a prior individual agreement or at the general place of jurisdiction of the Buyer. Statutory provisions of precedence (exclusive places of jurisdiction) remain unaffected.
    11.4 Should individual terms or contractual components be invalid, the remaining terms and contract parts remain in force. In place of the invalid provision, unless dispositive statutory law applies, a provision shall apply that comes closest to the economic content of the invalid provision. The same applies in the event of a gap. In the event of any ambiguities, the German version shall apply.

            europascal GmbH
            An der Wiesenhecke 10
            63456 Hanau
            Status: 29.04.2025