Imprint

These General Terms and Conditions (GTC) apply to all contracts for the supply of methane plasma lysis plants, their components, and the preparation of feasibility and experimental studies between the contractor and businesses (§ 14 German Civil Code), public institutions, or research institutes, unless otherwise agreed in writing. For consumers (§ 13 German Civil Code), the statutory provisions apply in addition, in particular regarding the right of withdrawal pursuant to § 355 German Civil Code.

Any differing or supplementary agreements require the written consent of both parties. This also applies to the cancellation of this written form requirement.

A contract is only formed upon written confirmation of the order by the contractor or upon execution of the order. Offers from the contractor are non-binding unless expressly designated as binding.

Contracts with international clients are governed exclusively by German law. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

The prices quoted in the contractor's offer are valid provided that the order details on which the offer is based remain unchanged, but for no longer than three months after receipt of the offer by the client. For orders with delivery to third parties, the ordering party is considered the client unless otherwise expressly agreed. The contractor's prices do not include value-added tax (VAT). The contractor's prices are ex works. They do not include packaging, freight, postage, insurance, or other shipping costs.

Subsequent changes requested by the client, including any resulting machine downtime, will be charged to the client.

The contractor reserves the right to make technical changes that serve the progress or functionality of the plant or are required due to legal requirements, provided that they are reasonable for the client and the purpose of the contract is not substantially altered.

In the event of unforeseen, significant cost increases (e.g., raw materials, energy), the contractor reserves the right to adjust prices at its reasonable discretion, provided that the client is informed immediately and the adjustment is reasonable for the client.

The prices for feasibility and experimental studies depend on the individually agreed scope of services. Changes to the scope of the study requested by the client will be billed separately.

Unless otherwise agreed, payment is due within 14 days of the invoice date without deduction. Any agreed discount does not apply to freight, postage, insurance, or other shipping costs. The invoice will be issued on the date of delivery, partial delivery, completion of the study, or notification of readiness for collection (in the case of collection by the customer or default of acceptance).

Payments by bill of exchange or check are only accepted by express agreement and are only considered fulfilled upon collection. Interest and expenses are borne by the client. The contractor is not liable for the timely presentation, protest, notification, and return of the bill of exchange in the event of non-payment, unless the contractor or its agents are guilty of intent or gross negligence.

For exceptional preliminary work (contract value exceeding 50,000 euros) or for feasibility and experimental studies, the contractor may demand an advance payment of up to 50% of the agreed fee.

The client may only offset or exercise a right of retention against an undisputed or legally established claim.

If the fulfillment of the payment claim is jeopardized due to a significant deterioration in the client's financial circumstances that becomes known after the conclusion of the contract, the contractor may demand advance payment, withhold goods not yet delivered, and suspend further work. The contractor is also entitled to these rights if the client is in default of payment for deliveries or studies based on the same legal relationship.

In case of late payment, default interest of 9 percentage points above the base interest rate pursuant to Section 288 Paragraph 2 of the German Civil Code (BGB) (for businesses) or 5 percentage points above the base interest rate pursuant to Section 288 Paragraph 1 of the German Civil Code (BGB) (for consumers) is payable. The right to claim further damages for default remains reserved.

If the goods are to be shipped, the risk passes to the customer as soon as the shipment has been handed over to the person carrying out the transport.

Delivery dates are only valid if expressly confirmed by the contractor. If the contract is concluded in writing, the confirmation of the delivery date must also be in writing.

Partial deliveries are permitted, provided they are reasonable for the client and are communicated in advance.

If the contractor defaults, they must first be granted a reasonable grace period of at least 14 days. After the grace period has expired without remedy, the client may withdraw from the contract. Section 361 of the German Civil Code (BGB) remains unaffected.

Operational disruptions – both at the contractor's facilities and those of a supplier – such as strikes, lockouts, and all other cases of force majeure (e.g., natural disasters, war, pandemics, official orders) only entitle the client to terminate the contract if further waiting is no longer reasonable. Otherwise, the agreed delivery period is extended by the duration of the delay. Termination is only possible at the earliest four weeks after the occurrence of the aforementioned operational disruption. The contractor is not liable in these cases.

In commercial transactions, the contractor has a right of retention on products and other items supplied by the client in accordance with § 369 HGB until all outstanding claims arising from the business relationship have been fully satisfied.

The contractor fulfills its take-back obligations in accordance with the Packaging Ordinance. Used packaging can be returned after prior notification during normal business hours at the contractor's premises or at a designated collection point. Packaging can also be returned to the contractor upon delivery, unless another collection point has been designated. Packaging will only be accepted immediately after delivery of the goods; for subsequent deliveries, only after timely prior notification and preparation. The client bears the costs of transporting the used packaging. If a designated collection point is located further away than the contractor's premises, the client only bears the transport costs that would have been incurred for transport to the contractor's premises. The returned packaging must be clean, free of foreign matter, and sorted according to packaging type. Otherwise, the contractor is entitled to charge the client for any additional costs incurred during disposal.

Acceptance of the system takes place after completion and fulfillment of the agreed technical specifications. The client is obligated to participate in the acceptance process. If the client refuses acceptance without a valid reason, the system is deemed accepted 14 days after notification of completion.

The client is responsible for complying with all export regulations, including customs and licensing requirements. The contractor will assist the client in obtaining necessary documents upon request; any costs incurred in this process will be borne by the client.

The delivered goods remain the property of the contractor until full payment has been received.

The rights to the results of experimental studies (e.g., reports, data, patents) remain with the contractor until full payment has been received. Use by the client is only permitted after full payment, unless otherwise agreed.

The following provision applies only to commercial transactions with businesses (§ 14 German Civil Code): The delivered goods remain the property of the contractor until full payment of all outstanding invoices due to the contractor from the client as of the invoice date. The client is entitled to resell the goods subject to retention of title in the ordinary course of business, provided that the client is not in default of payment. The client hereby assigns to the contractor its claims arising from the resale up to the amount of the invoice. The contractor hereby accepts this assignment. In the event of default, the client is obligated to disclose the debtor of the assigned claim. If the value of the securities held by the contractor exceeds the total amount of its claims by more than 20%, the contractor is obligated, at the request of the client or a third party adversely affected by the over-collateralization, to release securities of its choice to the extent of the excess.

When processing or manufacturing goods supplied by the contractor and remaining the contractor's property, the contractor is considered the manufacturer pursuant to Section 950 of the German Civil Code (BGB) and retains ownership of the products at all times during processing. If third parties are involved in the processing or manufacturing, the contractor's co-ownership share is limited to the invoice value of the goods subject to retention of title. The ownership thus acquired is considered ownership subject to retention of title.

The client is responsible for verifying the conformity of the delivered goods and any products or studies submitted for correction with the contract. The risk of any defects passes to the client upon confirmation of conformity. The same applies to all other approvals issued by the client.

Complaints must be submitted in writing within 14 days of receiving the goods or course services. Hidden defects that cannot be detected upon immediate inspection must be reported within the statutory warranty period.

The warranty is limited to the contractually agreed technical specifications of the system or study. Deviations that do not significantly impair the function or purpose of the system do not constitute grounds for a complaint.

For experimental studies, the contractor is only liable for their proper and careful execution. A specific result or outcome is not guaranteed unless expressly agreed upon.

In the event of justified complaints, the contractor is obligated, at its discretion and to the exclusion of other claims, to remedy the defect and/or provide a replacement. If remedying the defect or providing a replacement is delayed, omitted, or unsuccessful, the client may demand a reduction in the price (abatement) or cancellation of the contract (rescission).

Defects in part of the delivered goods or study services do not entitle the customer to reject the entire delivery, unless the partial delivery is of no interest to the customer.

The contractor is only liable for deviations in the quality of the material used up to the value of the order.

The contractor is liable only for damages caused by intentional or grossly negligent acts, as well as for breaches of essential contractual obligations insofar as the achievement of the contractual purpose is jeopardized, for the absence of warranted characteristics, and in cases of mandatory liability under the Product Liability Act. In the event of a culpable breach of essential contractual obligations, liability is limited to typical, foreseeable damages. To the extent permitted by law, liability is limited to the contract value.

For experimental studies, the contractor is only liable for damages caused by intentional or grossly negligent conduct.

The same principles apply to the liability of the contractor's vicarious agents and assistants.

If claims for damages are to be asserted, they must be filed in court within four months of the contractor's written rejection. Any later assertion of such claims is excluded, unless proceedings to preserve evidence have been initiated.

Both parties agree to treat all confidential information received within the scope of the contractual relationship (e.g., technical specifications, study results) as confidential and not to disclose it to third parties unless necessary for the performance of the contract. This obligation shall continue even after the termination of the contract.

The contractor processes the client's personal data in accordance with the provisions of the General Data Protection Regulation (GDPR). Further information can be found in the contractor's privacy policy.

Unless otherwise agreed, the rights to the results of experimental studies, including intellectual property (e.g., patents, reports, data), remain with the contractor. The client receives a non-exclusive right to use the study results for the agreed purpose upon full payment.

The client undertakes to use the contractor's intellectual property (e.g. technical drawings, software) only within the scope of the contractually agreed purpose.

The delivered equipment complies with applicable EU environmental and safety regulations. The client is responsible for compliance with local regulations at the installation site.

The client may terminate the contract for good cause. In the event of termination, services already rendered (e.g., studies, partial deliveries) must be compensated.

The contractor is entitled to terminate the contract if the client fails to fulfill his contractual obligations (e.g., payment, cooperation) despite a reminder.

The place of performance and jurisdiction for all disputes arising from this contractual relationship, including actions relating to checks, bills of exchange, and other negotiable instruments, shall be the registered office of the contractor, provided the client is a merchant as defined by the German Commercial Code (HGB) or has no general place of jurisdiction within Germany. This contractual relationship shall be governed by German law. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

The invalidity of one or more provisions shall not affect the validity of the remaining provisions.