General Terms and Conditions of Sale, Delivery and Performance of SBRS GmbH

1. These General Terms and Conditions of Sale, Delivery and Performance (“GTC”) apply to all contracts of SBRS GmbH (“SBRS”) with entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law.

2. These GTC apply exclusively. Conflicting or deviating terms and conditions of the Customer shall only apply if SBRS has expressly agreed to their validity in text form. This also applies if SBRS performs its services without reservation in the knowledge of conflicting or deviating terms and conditions of the Customer.

3. These GTC also apply to future transactions between SBRS and the Customer, unless expressly agreed otherwise in the respective contract.

4. Individual agreements and details in the respective offer, order, contract or order confirmation of SBRS take precedence over these GTC. Amendments and supplements to the respective contract as well as individual agreements shall remain prevailing. In all other respects, these GTC apply supplementarily.

1. The type of contract is expressly designated in the respective SBRS offer. The type of contract stated in the offer or in the order confirmation is decisive.

2. SBRS may in particular agree on the following types of contract:

a) Purchase contract
for the delivery of goods and series-produced products;
b) Contract for work and materials (Werklieferungsvertrag)
for the manufacture and delivery of movable goods according to customer-specific requirements, insofar as the statutory requirements of a contract for work and materials are met;
c) Contract for work (Werkvertrag)
for services for which SBRS owes the production of a specific work or another agreed result, in particular for assembly, commissioning and certain plant engineering services;
d) Software contract
for the delivery, provision or granting of rights of use to software as well as for expressly agreed software-related services;
e) Other contract
insofar as the parties expressly agree in the offer on another type of contract or a combination of different types of contract.

3. In the case of contracts with several different service components, the offer may provide for different types of contract for individual service components. The provisions of these GTC relevant to each service component shall then apply to it.

4. If the parties have not expressly designated a type of contract, the legal classification shall be based on the agreed subject matter of performance and the statutory provisions. The designation in the offer shall be decisive insofar as it corresponds to the actual content of the contract. The designation of a project as “plant”, “custom-made product”, “assembly” or “system” does not in itself establish a particular type of contract.

1. The specific scope of performance results from the documents expressly incorporated in the respective offer or contract.

2. Unless expressly agreed otherwise, the following order of precedence applies:

1. individual contractual agreements and supplements,
2. offer or order confirmation of SBRS,
3. expressly agreed technical specifications, performance descriptions, drawings and other project-related documents,
4. other expressly incorporated contract documents,
5. these GTC.

3. In the event of contradictions within the same level of precedence, the more specific provision takes precedence over the more general provision.

4. Brochures, catalogue information, price lists, illustrations, technical data sheets and other general information shall only form part of the contract if this has been expressly agreed.

5. Insofar as the offer expressly refers to standards, technical rules or customer specifications, these shall only apply to the extent agreed in each case.

1. Offers from SBRS are non-binding unless they are expressly designated as binding.

2. Orders placed by the Customer generally constitute a binding offer to conclude a contract.

3. SBRS may accept the offer within two weeks, unless another period is provided for in the offer or order.

4. The contract is concluded by order confirmation, acceptance in writing or in text form, or by SBRS commencing performance in accordance with the contract.

5. Obvious errors, in particular typing, calculation and transmission errors, are reserved.

6. Information on dimensions, weight, performance, intended use, properties or technical parameters shall only be deemed a guaranteed quality or guarantee if expressly designated as such.

1. The Customer shall provide SBRS in good time and in full with all information, documents, approvals and decisions required for the proper performance of the contract.
This includes in particular, insofar as required for the respective project: technical data, drawings and specifications, approvals, information on operating conditions, information on existing plants and interfaces, suitable and accessible installation and delivery areas, sufficient access and unloading facilities, necessary permits and official approvals, power, media, network and other connections, contact persons and decision-makers.

2. The Customer is responsible for the accuracy and completeness of the information provided by it.

3. Delays and additional expenses resulting from late, incomplete or incorrect cooperation by the Customer shall not be borne by SBRS.

4. Agreed delivery and performance periods shall be extended accordingly. Further statutory claims of SBRS remain unaffected.

1. The Customer shall treat as confidential all technical, commercial and other confidential information of SBRS made accessible to it in connection with the business relationship.

2. The information may be used exclusively for the performance of the respective contract.
Excluded from the confidentiality obligation is information that was demonstrably already publicly known, becomes publicly known without breach of a confidentiality obligation, was already lawfully known to the Customer, or must be disclosed due to a statutory obligation.

3. Insofar as disclosure is required by law, the Customer shall inform SBRS in advance – to the extent legally permissible.

4. Drawings, calculations, models, samples, designs, technical documents, software, documentation and other documents provided by SBRS remain the property or intellectual property of SBRS, unless otherwise agreed.

5. Disclosure to third parties is only permitted insofar as this is necessary for use in accordance with the contract and the third party is bound to confidentiality accordingly.

1. If a purchase contract is agreed in the offer, the provisions of these GTC relating to sales law apply to the delivery.

2. If a contract for work and materials is agreed in the offer, the provisions of sales law shall in principle apply to the manufacture and delivery of the movable item, unless otherwise provided by law.

3. For non-fungible items to be manufactured to customer specifications, the special provisions of these GTC for custom-made products apply additionally.

4. Insofar as the contract contains further independent services in addition to the delivery, in particular assembly, commissioning or engineering, these service components may be subject to a different type of contract.

1. In the case of custom-made products, the drawings, specifications, technical data and other requirements agreed in the offer or contract are decisive.

2. The Customer is responsible for the accuracy and completeness of its specifications.

3. Insofar as SBRS designs or manufactures on the basis of customer specifications, the Customer bears the risk of the suitability of the requirements specified by it for the intended purpose, insofar as SBRS was not bound to recognise their unsuitability.

4. Changes after conclusion of the contract require the consent of SBRS. They may lead to changes in price, delivery time, scope of performance and technical requirements.

5. SBRS is entitled to make technically necessary changes, insofar as the agreed function and essential quality are not impaired thereby and the change is reasonable for the Customer.

6. Technically unavoidable or customary deviations in the industry do not constitute a defect, insofar as the agreed function and quality are not impaired.

1. Unless otherwise stated in the offer, prices are ex works or ex the place of delivery specified in the offer, plus packaging, shipping, insurance and statutory value added tax.

2. Assembly, commissioning, engineering and other services are invoiced at the prices agreed in the offer.

3. If instalment, advance or partial payments are agreed, these shall become due at the times specified in the offer.

4. Unless otherwise agreed, invoices are payable within 30 days of the invoice date without deduction.

5. A cash discount shall only be granted if this has been expressly agreed.

6. In the event of default in payment, the statutory default interest applies. The right to claim further damages for default is reserved.

7. If, after conclusion of the contract, circumstances become known which significantly call into question the Customer’s solvency or creditworthiness and thereby jeopardise SBRS’s claim to consideration, SBRS may assert its statutory rights and in particular demand appropriate security or advance payment.

1. The Customer may only set off against claims that are undisputed or have been legally established.

2. This does not apply to claims that are legally connected with SBRS’s claim arising from the same contractual relationship.

3. A right of retention may only be exercised on the basis of counterclaims arising from the same contractual relationship, insofar as legally permissible.

1. In the case of purchase contracts and contracts for work and materials, the risk passes to the Customer in accordance with the statutory provisions.

2. If, at the Customer’s request, the goods are shipped to a place other than the place of performance, the risk generally passes to the Customer upon handover of the goods to the carrier, insofar as the statutory requirements for this are met.

3. Deviating delivery terms or Incoterms take precedence over this provision if they have been expressly agreed.

4. Where assembly or commissioning has been agreed, the transfer of risk for the respective service component shall be governed by the type of contract agreed for it and the statutory provisions.

1. If a contract for work is agreed in the offer, SBRS owes the work or performance result specifically described in the offer.

2. Solely the expressly agreed performance characteristics and acceptance criteria are decisive for the result owed.

3. Services, properties, interfaces or operating conditions that have not been expressly agreed do not form part of the scope of performance owed.

4. For services under a contract for work, the statutory provisions of the law on contracts for work apply, unless individual agreements provide otherwise.

1. Assembly services are only owed to the extent expressly described in the offer.

2. In particular, earthworks, construction, foundation, electrical, network, media or other on-site services do not form part of the scope of assembly, unless they are expressly part of the offer.

3. The Customer shall establish the necessary prerequisites for assembly in good time.
These include in particular sufficient access and transport facilities, suitable assembly areas, necessary lifting and transport equipment, power supply, media supply, lighting, necessary safety and occupational health and safety measures, and necessary permits and approvals.

4. Delays or additional expenses due to missing or insufficient assembly prerequisites shall be borne by the Customer, insofar as SBRS is not responsible for them.

5. Waiting times, additional journeys, extended assembly times and other additional expenses shall be charged at the agreed rates or, if not agreed, at reasonable rates.

1. If plant engineering is agreed in the offer, the scope of performance is determined exclusively by the respective offer, contract and the expressly incorporated project-related documents.

2. SBRS only owes the expressly agreed plant components, functions and services.

3. Any overall responsibility going beyond this for the on-site infrastructure, upstream or downstream plants, customer-side systems or external interfaces only exists if it has been expressly agreed.

4. The Customer is responsible for the provision and functionality of the interfaces and systems outside the SBRS scope of performance.

5. For commissioning and any agreed functional or performance tests, the test conditions and criteria specified in the offer or contract apply.

6. A specific overall performance of the plant is only owed if this has been expressly agreed as a binding contractual performance.

7. If agreed tests are not carried out, or not carried out in good time, due to a circumstance within the Customer’s sphere of responsibility, SBRS may assert the statutory rights after a reasonable period.

1. Insofar as the respective contract requires or provides for acceptance, the Customer shall accept the work produced in accordance with the contract.

2. Acceptance may not be refused on account of insignificant defects.

3. After completion, SBRS may request the Customer to accept the work, setting a reasonable deadline.

4. The Customer shall declare any refusal of acceptance by specifying at least one defect in concrete terms.

5. Insofar as the statutory requirements are met, the statutory effects of deemed acceptance apply.

6. Defects identified during acceptance shall be documented. Acceptance subject to reservation of statutory rights remains permissible.

7. Partial services may be accepted if this is provided for in the contract or is expedient and legally permissible due to the nature of the service.

8. The performance of agreed functional or performance tests only replaces formal acceptance if this has been expressly agreed.

1. Changes or additions to the scope of performance after conclusion of the contract require an agreement between the parties in text form, unless otherwise provided by law.

2. Change requests by the Customer shall be communicated in text form and as specifically as possible.

3. SBRS will inform the Customer of the technical and economic effects of the change, insofar as this is possible with reasonable effort. Changes may in particular affect remuneration, delivery and performance periods, deadlines, technical design, material, documentation, tests and acceptance.

4. Additional services shall be remunerated in accordance with the supplementary agreement concluded. In the absence of an express price agreement, the remuneration provided for by law or reasonable remuneration applies.

5. Statutory rights, in particular in the case of contracts for work, remain unaffected.

1. In the case of software services, the scope of performance is determined by the respective offer.

2. Unless otherwise agreed, the Customer receives a simple, non-exclusive, non-transferable right to use the delivered software for the agreed contractual purpose.

3. Use is limited to the number of plants, devices, workstations, users or other usage units agreed in the offer.

4. The Customer may make backup copies to the extent permitted by law.

5. Editing, decompiling or other modifications of the software are only permitted to the extent permitted by law.

6. Insofar as third-party software forms part of the service, the respective licence terms of the third-party provider apply additionally.

7. The relevant open-source licence terms apply to open-source software.

8. Updates, upgrades, maintenance, support, hosting, cloud services or other ongoing services are only owed if they have been expressly agreed.

9. The Customer is responsible for its own IT infrastructure, data backup, network environment and compliance with the technical requirements.

10. SBRS is not liable for malfunctions attributable to a system environment that was not agreed, improper use, unapproved modifications or third-party software for which SBRS is not responsible.

1. In the case of purchase contracts and contracts for work and materials, the Customer is obliged to inspect the goods without undue delay after delivery in the ordinary course of business.

2. Recognisable defects shall be notified to SBRS in text form without undue delay.

3. Hidden defects shall be notified without undue delay after their discovery.

4. The statutory requirements and legal consequences of Section 377 of the German Commercial Code (HGB) remain unaffected.

5. The notice of defects must describe the defect as specifically as possible.

1. In the case of purchase contracts and contracts for work and materials, the statutory rights in respect of defects apply.

2. The technical requirements expressly agreed in the contract are in particular decisive for the agreed quality.

3. In particular, there is no defect if the deviation is based on a design, specification, material requirement or other instruction provided by the Customer, insofar as SBRS is not responsible for this. Likewise, there is no defect for which SBRS is responsible insofar as the impairment was caused by improper use, operation not in accordance with the intended purpose, faulty assembly by the Customer or third parties, failure to carry out maintenance, unapproved modifications, unsuitable operating conditions or combination with unapproved components.

1. In the case of work and plant engineering contracts, the assessment of a defect is based on the agreed work or performance result.

2. The expressly agreed functions, technical parameters, operating conditions and acceptance criteria are in particular decisive.

3. A deviation from a merely expected property or a property not expressly agreed does not constitute a defect, insofar as the statutory requirements do not preclude this.

4. For functions that depend on customer-side or third-party systems, SBRS is only liable to the extent of the responsibility expressly assumed.

1. In the case of justified claims for defects, SBRS is generally entitled to choose between rectification and replacement delivery or new production in accordance with the statutory provisions.

2. The Customer shall grant SBRS the opportunity and time required for subsequent performance.

3. SBRS shall bear the necessary expenses of subsequent performance owed by law.

4. The Customer shall grant SBRS access to the defective item or plant.

5. If subsequent performance is unsuccessful, the Customer is entitled to the further statutory rights.

1. Insofar as legally permissible, the limitation period for claims for defects is twelve months from the statutory commencement of the limitation period.

2. The longer statutory limitation periods remain unaffected, in particular for construction and work services specifically regulated by law and for cases that cannot be derogated from by law.

3. The reduction does not apply to claims for intentional breach of duty, for injury to life, body or health, under the German Product Liability Act or insofar as SBRS has assumed a guarantee of quality.

1. SBRS warrants that the contractual use of the products or services supplied by SBRS in the agreed country of destination does not infringe any rights of third parties.
If such an infringement is asserted, SBRS will, at its own discretion, obtain the necessary right of use, modify the service so that the infringement no longer applies, or provide an equivalent alternative solution.

2. If this fails, the Customer is entitled to the statutory rights. This is subject to the condition that the Customer informs SBRS without undue delay of the alleged infringement, makes no acknowledgements and allows SBRS to have sole conduct of the dispute.

3. No claims exist insofar as the infringement is attributable to customer specifications, modifications made by the Customer, combinations not approved by SBRS or use not in accordance with the contract.

1. The technical requirements agreed at the time of conclusion of the contract are generally decisive for the design owed.

2. A change in standards or technical rules occurring after conclusion of the contract does not oblige SBRS to subsequently adapt services already agreed, unless mandatory statutory requirements dictate otherwise.

3. If an adaptation becomes necessary due to statutory or official requirements, the effects on price, deadlines and scope of performance shall be agreed between the parties.

4. In the case of follow-up orders, the technical requirements agreed at the time of the respective follow-up order generally apply, unless otherwise agreed.

1. SBRS retains title to delivered goods until full payment of the respective claim concerned.

2. The Customer may resell the goods subject to retention of title in the ordinary course of business, provided that it is not in default of payment.

3. The claims arising from the resale are hereby assigned to SBRS in the amount of the invoice value of the goods subject to retention of title. SBRS accepts the assignment.

4. The Customer remains entitled to collect the claim as long as this authorisation is not revoked.

5. In the event of default in payment, suspension of payments, an application for the opening of insolvency proceedings or any other significant jeopardy to the claim, SBRS may revoke the collection authorisation.

6. Any processing or transformation of the goods subject to retention of title shall take place in accordance with the statutory provisions.

7. The Customer shall inform SBRS without undue delay of any third-party access to the goods subject to retention of title.

8. The taking back of the goods subject to retention of title only constitutes a withdrawal from the contract if SBRS expressly declares this.

1. Tools, fixtures, moulds and other production equipment manufactured or procured by SBRS remain the property of SBRS, unless expressly agreed otherwise.

2. A cost contribution by the Customer does not establish ownership or co-ownership of the Customer without an express agreement.

3. Rights to designs, manufacturing processes, know-how and other intellectual property are not granted by way of a cost contribution.

1. Delivery and performance periods result from the respective offer.

2. Periods begin at the earliest once all technical and commercial details have been clarified, the necessary approvals have been granted, and all necessary acts of cooperation by the Customer and any agreed down payments have been made.

3. Agreed periods shall be extended appropriately if SBRS is unable to perform, or unable to perform in good time, due to force majeure or other unforeseeable events for which SBRS is not responsible.

4. These may include in particular natural disasters, pandemics, war, official measures, energy or raw material shortages, transport disruptions, industrial action and significant disruptions to supply chains, insofar as SBRS is not responsible for them.

5. If the hindrance lasts longer than three months, either party may withdraw from the contract with regard to the part of the performance not yet fulfilled, insofar as continuation is unreasonable.

1. SBRS is entitled to make partial deliveries and render partial services, insofar as these are reasonable for the Customer.

2. Partial deliveries may be invoiced separately.

3. A partial service is reasonable in particular if it can be used independently by the Customer or if the performance of the overall service is not unreasonably impaired thereby.

1. The statutory provisions apply to SBRS’s liability for delay in delivery or performance, taking into account the liability provisions of these GTC.

2. In the case of simple negligence, SBRS is only liable for breach of essential contractual obligations and in accordance with § 31.

3. In the event of culpable delay, the Customer may claim lump-sum compensation for delay of 0.5% of the net value of the part of the performance affected by the delay for each full week of delay, but in total no more than 5% of this net value.

4. The Customer reserves the right to prove higher damage. SBRS reserves the right to prove that no damage or significantly less damage has occurred.

5. In all other respects, the Customer’s statutory rights remain unaffected.

1. If the Customer is in default of acceptance or of a necessary act of cooperation, SBRS may demand compensation for the resulting additional expenses and damages in accordance with the statutory provisions.

2. The risk passes to the Customer in accordance with the statutory provisions.

3. If the goods or service must be stored due to the default of acceptance or cooperation, the Customer shall bear the reasonable storage costs.

4. For this purpose, SBRS may charge 0.5% of the net order value for each month or part thereof, but no more than 5% of the net order value. The Customer reserves the right to prove lower costs; SBRS reserves the right to prove higher costs.

1. SBRS is liable without limitation for damages

a) based on intent,
b) based on gross negligence of SBRS, a legal representative or vicarious agent of SBRS,
c) resulting from injury to life, body or health based on an intentional or negligent breach of duty by SBRS, a legal representative or vicarious agent of SBRS,
d) arising under the German Product Liability Act,
e) owed to the extent of an expressly assumed guarantee, or
f) for which SBRS is liable on the basis of mandatory statutory provisions.

2. In the case of simple negligence, the liability of SBRS is generally excluded.

3. Notwithstanding paragraph 2, SBRS is liable in the case of simple negligence for the breach of essential contractual obligations. Essential contractual obligations are those obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the contractual partner may regularly rely.

4. In the cases of paragraph 3, the liability of SBRS is limited to the damage that was foreseeable and typical for the contract at the time of conclusion of the contract and to a maximum liability cap of 30% of the net contract price of the respective contract. This limitation of liability does not apply to the cases mentioned in paragraph 1.

5. Insofar as legally permissible, the above limitations of liability also apply in favour of the legal representatives, employees and vicarious agents of SBRS.

6. Insofar as legally permissible, the above limitations of liability also apply to non-contractual claims, insofar as these are based on breaches of duty that are comparable in content to the contractual obligations.

7. If the specific contract does not provide for a uniform net contract sum, the reference value relevant for the limitation of liability under paragraph 4 shall be specified in the respective offer or contract.

1. The Customer is responsible for appropriate backup of its own data and systems.

2. The Customer shall comply with the technical operating, security and data backup requirements communicated by SBRS.

3. In the event of data loss due to simple negligence, SBRS is only liable for the effort that would have been required for restoration if data had been backed up properly and appropriately.

4. Mandatory statutory liability provisions remain unaffected.

1. The performance of contracts is subject to the proviso that there are no conflicting export control, foreign trade, embargo or other mandatory statutory provisions.

2. The Customer undertakes to comply with all export control and sanctions regulations applicable to it.

3. Upon request, the Customer shall provide SBRS with complete and accurate information on the end user, end use, country of destination and intended purpose.

4. SBRS is entitled to suspend or refuse services if necessary permits are not available or if there are justified doubts as to the permissibility of performance.

5. The Customer is liable for damages incurred by SBRS as a result of culpable breach of the aforementioned obligations.

1. If, after conclusion of the contract, circumstances become known which give rise to a significant jeopardy to SBRS’s claim to consideration, SBRS may exercise the security rights provided for by law.

2. This applies in particular in the case of significant payment arrears, suspension of payments, an application for the opening of insolvency proceedings or comparable circumstances, insofar as these jeopardise the consideration.

3. Further statutory rights, in particular in the case of contracts for work, remain unaffected.

The Customer may only transfer rights and obligations arising from the contractual relationship to third parties with the prior consent of SBRS.

The place of performance for all obligations arising from the contractual relationship is the registered office of SBRS, unless another place of performance has been expressly agreed in the respective contract.

1. If the Customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from and in connection with the contractual relationship is the registered office of SBRS.

2. SBRS is also entitled to sue the Customer at its general place of jurisdiction.

3. For international contracts, this jurisdiction agreement only applies insofar as it is permissible under the applicable procedural provisions.

1. The law of the Federal Republic of Germany applies to all contractual relationships. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

2. Mandatory provisions of the law of the state in which the Customer has its registered office remain unaffected, insofar as they are mandatorily applicable.

Documents, data and items provided to SBRS shall be returned upon request after the end of the contract, unless a statutory retention obligation precludes this.

Should individual provisions of these GTC be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions shall remain unaffected. The invalid or unenforceable provision shall be replaced by the statutory provisions.

Information on the processing of personal data by SBRS is provided in the currently applicable data protection notices of SBRS. Insofar as SBRS processes personal data on behalf of the Customer and the statutory requirements for commissioned data processing are met, the parties shall conclude a separate data processing agreement.

End of the General Terms and Conditions of Sale, Delivery and Performance of SBRS GmbH

As of: September 2026