General terms and conditions

§ 1. Scope of Application

(1) All deliveries, services and offers of Bauer Maschinen und Technologie GmbH & Co. KG (hereinafter referred to as “BMT”) shall be made exclusively on the basis of these General Terms and Conditions. These terms form an integral part of all contracts concluded by BMT with its contractual partners (hereinafter also referred to as “Customer”) regarding the deliveries or services offered by BMT. They shall also apply to all future deliveries, services or offers to the Customer, even if they are not separately agreed again.
(2) Terms and conditions of the Customer or third parties shall not apply, even if BMT does not expressly object to their validity in individual cases. Even if BMT refers to a letter that contains or refers to the Customer’s or a third party’s terms and conditions, this shall not constitute consent to the validity of those terms and conditions.
 

§ 2. Offer and Conclusion of Contract

(1) Offers made by BMT are non-binding and subject to confirmation unless expressly agreed otherwise.
(2) The written contract, including these General Terms and Conditions, shall be solely authoritative for the legal relationship between BMT and its Customers. It contains all agreements between the parties regarding the subject matter of the contract. Verbal promises made by BMT prior to the conclusion of this contract are not legally binding, and verbal agreements between the parties shall be replaced by the written contract unless expressly agreed otherwise.
(3) Supplements and amendments to the offer must be made in text form (in particular by email). Supplements and amendments to these General Terms and Conditions require written form to be effective.
(4) The information provided by BMT in the offer regarding the subject matter of the delivery or service (e.g. weights, dimensions, performance values, load-bearing capacity, tolerances and technical data) as well as representations thereof (e.g. drawings and illustrations) are only approximately authoritative unless they are expressly designated as binding. They are not guaranteed characteristics but descriptions or designations of the delivery or service. Customary deviations and deviations that occur due to legal regulations or represent technical improvements, as well as the replacement of components with equivalent parts, are permitted provided they do not impair the usability for the contractually intended purpose. BMT reserves ownership and copyright to cost estimates, drawings and other documents – including those in electronic form. They may not be made accessible to third parties, either in their original form or in terms of content, and must be returned and/or deleted upon request if the order is not placed. This does not apply to the storage of electronically provided data for the purpose of customary data backup.
(5) BMT reserves the right to make adjustments to the subject matter of the contract that are required and necessary due to technical changes. Any resulting price changes will be communicated to the Customer for approval.
 

§ 3. Delivery and Delivery Time

(1) Place and time of delivery of products and provision of services shall be agreed upon mutually. Unless otherwise agreed, the place of performance for all deliveries, including returns and payments, shall be BMT’s registered office in Weilheim.
(2) Delivery periods and dates stated by BMT are always approximate unless a fixed period or date has been expressly agreed in text form (including by email). If shipment has been agreed, delivery periods and dates refer – unless expressly stated otherwise by BMT – to the time of handover to the carrier, freight forwarder or other third party commissioned with transport, or the notification of readiness for shipment to the Customer.
(3) The delivery period shall only begin once the Customer has timely and properly fulfilled all obligations incumbent upon him, such as making a down payment, providing information, procuring documents and approvals or other prerequisites necessary for processing and fulfilling the service. In addition, the delivery period shall only begin once written agreement has been reached between the parties on all technical and commercial issues that had not yet been clarified at the time of contract conclusion.
(4) BMT may demand an extension of the delivery and performance periods or a postponement of delivery and performance dates by the period in which the Customer fails to fulfill his contractual obligations towards BMT, in particular the obligations pursuant to § 3 (3). The right to assert claims due to delay remains unaffected.
(5) The delivery time shall also be extended appropriately in the event of subsequent changes to the original order, particularly if insights and facts emerge during processing and detailed analysis of the order that could not have been foreseen at the time the offer was prepared.
(6) The Customer undertakes to notify BMT immediately of any delivery delays of customer-provided parts. If a delivery delay of the end product results from the delay in the provision of parts, BMT shall be entitled to invoice the additional costs incurred on a lump-sum basis of 5 % of the order value per month, unless otherwise agreed. Lower or higher costs may be proven.
(7) BMT shall not be liable for impossibility of delivery or delivery delays insofar as these are caused by force majeure or other events unforeseeable at the time of conclusion of the contract (e.g. operational disruptions of all kinds, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, shortage of labor, energy or raw materials, difficulties in obtaining necessary official permits, pandemics or epidemics, official measures or failure to receive, incorrect or untimely delivery by suppliers despite a congruent covering transaction concluded by BMT) for which BMT is not responsible. If such events make delivery or performance significantly more difficult or impossible for BMT and the hindrance is not only of a temporary nature, BMT shall be entitled to withdraw from the contract. In the case of temporary hindrances, the delivery or performance periods shall be extended or the delivery or performance dates postponed by the duration of the hindrance plus a reasonable start-up period. If, as a result of the delay, acceptance of the delivery or performance is unreasonable for the Customer, he may withdraw from the contract by means of an immediate written declaration to BMT.
(8) If BMT is in default with a delivery or service or if a delivery or service becomes impossible for any reason, BMT’s liability for damages shall be limited as follows: If the Customer is entitled to claim damages for delay, such claim shall be limited to a maximum of 5 % of the agreed purchase price in the case of slight negligence on the part of BMT. Further claims for damages against BMT due to delay are excluded, unless they arise under § 10. If BMT is in default, the Customer may also set a reasonable grace period with the declaration that he will withdraw from the contract in whole or in part after expiry of this period.
(9) The above limitations and exclusions of liability pursuant to § 3 (8) shall not apply to damages resulting from injury to life, body or health, claims under the Product Liability Act, in the case of intent or gross negligence, or in the event of a guarantee being assumed by BMT. The assumption of a guarantee for the existence of a characteristic is only given if it has been expressly and in writing confirmed as such by BMT. In particular, BMT assumes no liability for guarantees given by third parties regarding specific characteristics of a product.
(10) BMT shall only be entitled to make partial deliveries if

• the partial delivery is usable for the Customer within the framework of the contractually intended purpose,
• the delivery of the remaining ordered goods is ensured, and
• the Customer does not incur any significant additional effort or additional costs as a result (unless the Seller declares willingness to bear these costs).

§ 4. Place of Performance, Shipment, Packaging, Transfer of Risk and Acceptance

(1) The place of performance for all obligations arising from the contractual relationship shall be the Weilheim plant, unless otherwise agreed. If BMT is also responsible for assembly, the place of performance shall be the place where the assembly is to be carried out.
(2) Unless otherwise agreed in individual cases, delivery of the products shall be ex works in accordance with Incoterms 2023. Packaging costs for both systems and spare parts shall be borne by the Customer and will be invoiced according to cost.
(3) Shipment shall take place, unless otherwise agreed, immediately after completion of the delivery item.
(4) The packaging complies with the new international standards (ISPM#15) applicable in trade.
(5) The risk shall pass to the Customer at the latest upon handover of the delivery item to the carrier, freight forwarder or other third party commissioned to carry out the shipment (whereby the start of the loading process shall be decisive), unless BMT has assumed transport or assembly. If shipment or handover is delayed due to circumstances caused by the Customer, the risk shall pass to the Customer on the day on which the delivery item is ready for shipment and BMT has notified the Customer accordingly.
(6) The goods shall be deemed delivered once they have passed the place or time of transfer of risk.
(7) If the Customer is in default of acceptance or culpably violates other obligations to cooperate, he shall pay the full purchase price. For the period of non-acceptance of the ordered goods, the Customer shall owe storage costs amounting to 0.25 % of the invoice amount of the goods to be stored per commenced week. The assertion or proof of further or lower storage costs remains reserved.
(8) The consignment shall only be insured by BMT against theft, breakage, transport, fire and water damage or other insurable risks at the express request of the Customer and at his expense.

§ 5. Retention of Title

(1) BMT retains title to the sold or delivered item until full payment of all claims arising from the respective contract.
(2) Insofar as installed accessories, spare parts and customer-provided parts have not become essential components of the subject matter of the order, BMT retains title thereto until full and undisputed payment has been made. The processing or transformation of the delivery item by the Customer is always carried out in the name and on behalf of BMT. In this case, the Customer’s expectant right to the purchased item continues in the transformed item. If the delivery item is processed with other items not belonging to BMT, BMT acquires co-ownership of the new item in proportion to the objective value of the delivery item to the other processed items at the time of processing. The same applies in the case of mixing. If the mixing is carried out in such a way that the Customer’s item is to be regarded as the main item, it is agreed that the Customer transfers co-ownership to BMT on a pro-rata basis and holds the resulting sole ownership or co-ownership in trust for BMT. To secure the claims against the Customer, the Customer also assigns to BMT any claims that arise against a third party through the connection of the reserved goods with a property; BMT already accepts this assignment.
(3) If the Customer is a businessman acting in the exercise of his commercial or independent professional activity when concluding the contract, the retention of title shall also remain in force for claims of BMT against the Customer from the ongoing business relationship until settlement of claims related to the purchase. Upon request of the Customer, BMT is obliged to waive the retention of title if the Customer has irrevocably fulfilled all claims related to the delivery item and adequate security exists for the remaining claims from the ongoing business relationship.
(4) If the Customer is a businessman acting in the exercise of his commercial or independent professional activity when concluding the contract, he is entitled to process and resell the delivery item as reserved goods in the ordinary course of business as long as he is not in default. Pledging or assignment by way of security is not permitted. The Customer hereby assigns to BMT by way of security the claims arising from the resale or any other legal reason with regard to the delivery item in the amount of the invoice amount (including VAT). This assignment applies irrespective of whether the delivery item has been resold without or after processing. BMT revocably authorizes the (reserved goods) buyer to collect the claims assigned to BMT for his account in his own name. This collection authorization may only be revoked if the Customer fails to meet his payment obligations properly. BMT’s right to collect the claim itself remains unaffected. However, BMT will not collect the claim as long as the Customer meets his payment obligations from the agreed proceeds, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or payment has been suspended.
(5) The Customer must immediately notify BMT in writing of any impending or effected seizures, assignments by way of security or other impairments of BMT’s rights by third parties. If the third party is not in a position to reimburse BMT for the court and out-of-court costs of an action pursuant to § 771 of the German Code of Civil Procedure (ZPO), the Customer shall be liable for the loss incurred.
(6) If the value of the securities exceeds the value of the secured claim by more than 20 %, BMT shall release securities in this amount upon request of the Customer.

§ 6. Acceptance

(1) Acceptance of the performance item by the Customer shall take place at BMT, unless otherwise agreed.
(2) The Customer is obliged to accept the performance item within eight working days of receipt of the readiness/completion notice and handover or dispatch of the invoice. In the event of non-acceptance, BMT may exercise its statutory rights.
(3) Insofar as acceptance is required, the performance item shall also be deemed accepted if

• the delivery and, if BMT is also responsible for assembly, the assembly has been completed,
• BMT has notified the Customer of this with reference to the deemed acceptance pursuant to this § 6 (3) and requested acceptance,
• 15 working days have passed since delivery or assembly or the Customer has begun using the performance item (e.g. commissioning a delivered system) and in this case 15 working days have passed since delivery and assembly, and
• the Customer has failed to accept within this period for a reason other than a defect reported by BMT that makes the use of the performance item impossible or significantly impairs it.

(4) In the event of default of acceptance, BMT may charge storage fees pursuant to § 4 (7). The costs and risks of storage shall be borne by the Customer.
 

§ 7. Prices and Payment

(1) The prices are agreed in the respective contract and apply to the scope of services and deliveries specified in the order confirmations. Additional and special services will be charged separately. The prices are ex works plus packaging, the applicable statutory VAT, and in the case of export deliveries, customs duties as well as fees and other public charges. Delivery and shipping costs, including any transport insurance taken out by BMT, shall also be borne by the Customer. Costs for packaging material cannot be refunded.
(2) At the time of conclusion of the contract, 30 % of the agreed total price shall be due immediately as a down payment without deduction. The remaining 70 % of the total price shall be due for payment immediately after notification of readiness for shipment and receipt of the invoice.
(3) The Customer shall pay the due amounts no later than 30 days after notification of readiness for shipment and receipt of the invoice without deduction. The deduction of a discount requires a special written agreement. Deviating payment terms must be expressly agreed in the contract.
(4) In the event of late payment, BMT shall be entitled to charge default interest at a rate of 9 % above the respective base interest rate published by the Deutsche Bundesbank pursuant to § 247 of the German Civil Code (BGB). In addition, BMT is entitled to a lump-sum default fee of €40.00 pursuant to § 288 (5) BGB. The assertion of further default damages or rights of withdrawal remains reserved.
(5) If the Customer is in default with payments for longer than one month, BMT shall be entitled to suspend the corresponding services until the outstanding amounts have been settled in full.
(6) If fulfillment of the payment claim is jeopardized due to a deterioration in the Customer’s financial circumstances that occurred or became known after conclusion of the contract, BMT may suspend further performance of the contract until payment is made or demand advance payment or other security for further orders, notwithstanding any earlier agreements to the contrary, or withdraw from the contract after setting a reasonable grace period.
(7) In the event of non-fulfillment of the payment claim amounting to 70 % of the total amount or in the event of circumstances that impair the Customer’s creditworthiness, all claims shall become due for payment immediately. This entitles BMT to claim damages for non-performance, to prohibit the resale of the delivery and to take repossession of it.
(8) The Customer may only offset claims against BMT if his counterclaim is undisputed or has been legally established. This does not apply to counterclaims of the Customer arising from the same contract. A right of retention may only be asserted to the extent that it is based on claims from the same contractual relationship.
(9) BMT reserves the right to adjust the price in the event that additional equipment, devices, tools, etc. become necessary for the functionality of the ordered performance item or delivery scope that could not have been foreseen at the time of conclusion of the contract. Any necessary price adjustments will be communicated to the Customer immediately.
 

§ 8. Warranty, Defects in Quality

(1) Warranty claims shall become time-barred one year after handover of the performance item or – if required – after acceptance, if the Customer is a legal entity under public law, a special fund under public law or an entrepreneur acting in the exercise of his commercial or independent professional activity when concluding the contract. This period shall not apply to claims for damages by the Customer arising from injury to life, body or health or from intentional or grossly negligent breaches of duty by BMT or its vicarious agents, which are subject to the statutory limitation periods.
(2) The services provided by BMT under sales and work contracts shall have the contractually agreed quality at the time of delivery or performance. The contractually agreed quality is determined by the performance descriptions stated in the respective contract. Insofar as the quality has not been agreed, BMT warrants that the service is suitable for the use presupposed by the contract. If suitability for a specific use is not expressly provided for in the contract, BMT shall only be liable for the service being suitable for ordinary use and having a quality that is average for items of the same type.
(3) Verbal information and assurances, brochure and advertising statements of any kind are non-binding unless they are expressly designated as binding. They also do not constitute an assurance or guarantee of any kind. BMT also assumes no liability for statements made by third parties regarding specific characteristics of a product.
(4) The performance items must be carefully inspected immediately after delivery to the Customer or to a third party designated by him. They shall be deemed approved by the Customer with regard to obvious defects or other defects that would have been recognizable upon immediate, careful inspection if BMT does not receive a written notice of defects within seven working days after delivery. With regard to other defects, the performance items shall be deemed approved if the notice of defects does not reach BMT within seven working days after the defect became apparent; if the defect was already obvious at an earlier point in time during normal use, this earlier point in time shall be decisive for the start of the notification period. Upon request by BMT, a complained-of performance item must be returned to BMT carriage paid. In the case of a justified notice of defects, BMT shall reimburse the costs of the cheapest shipping route; this shall not apply if the costs increase because the performance item is located at a place other than the place of its intended use.
(5) In the event of defects in the delivered items, BMT shall, at its choice to be made within a reasonable period, first be obliged and entitled to remedy the defect or to make a replacement delivery. BMT shall examine the reported defects without delay and begin subsequent performance within a reasonable period. In the event of failure, i.e. impossibility, unreasonableness, refusal or unreasonable delay of subsequent improvement or replacement delivery, the Customer may withdraw from the contract or reasonably reduce the contract price.
(6) If services for remedying defects are provided outside BMT’s normal business hours at the Customer’s request, a separate remuneration based on actual effort may be agreed.
(7) In the case of defects in components from other manufacturers that BMT cannot remedy for licensing or factual reasons, BMT shall, at its option, assert its warranty claims against the manufacturers and suppliers for the account of the Customer or assign them to the Customer. Warranty claims against BMT shall exist in the case of such defects under the other conditions and in accordance with these General Terms and Conditions only if the judicial enforcement of the aforementioned claims against the manufacturer and supplier was unsuccessful or, for example due to insolvency, is futile. During the duration of the legal dispute, the limitation period for the relevant warranty claims of the Customer against BMT shall be suspended.
(8) The warranty shall lapse if the Customer modifies the performance item or has it modified by third parties without the consent of BMT and the remedying of the defect is thereby made impossible or unreasonably difficult. In any case, the Customer shall bear the additional costs of remedying the defect arising from the modification.
(9) For warranty claims arising from defects in title or due to infringement of intellectual property rights against BMT, the provisions of this § 8 shall apply accordingly.
(10) In the event of an individual agreement with the Customer for the delivery of used items, this shall be made to the exclusion of any warranty for defects in quality.

§ 9. Liability for Damages due to Fault

(1) The liability of the Seller for damages, regardless of the legal grounds, in particular due to impossibility, defective or incorrect delivery, breach of contract, breach of duties during contract negotiations and tort, shall be limited in accordance with the provisions of this § 9 insofar as fault is relevant in each case.
(2) BMT shall be liable, regardless of the legal grounds, only for intent, gross negligence and the negligent breach of material contractual obligations, i.e. obligations whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the Customer may regularly rely (so-called cardinal obligations). Material contractual obligations include the obligation to deliver and assemble the delivery item on time, its freedom from defects in title and such defects in quality that impair its functionality or usability more than insignificantly, as well as advisory, protective and custodial duties that are intended to enable the Customer to use the performance item in accordance with the contract or to protect the life or health of the Customer’s personnel or to protect the Customer’s property from significant damage.
(3) In the event of a breach of a cardinal obligation, liability shall be limited to such damages as can typically be expected to occur within the framework of a contractual relationship such as the present one. In these cases, the maximum liability amount for property and financial losses shall be €350,000. This shall not involve any change in the burden of proof to the disadvantage of the Customer.
(4) The above exclusions and limitations of liability shall apply to the same extent in favor of the organs, legal representatives, employees and other vicarious agents of BMT.

(5) Insofar as BMT provides technical information or advice and these information or advice do not belong to the contractually agreed scope of services owed by it, this shall be done free of charge and to the exclusion of any liability.
(6) The limitations of liability in this § 9 shall not apply to damages resulting from injury to life, body or health, to claims under the Product Liability Act, in the case of fraudulent intent or in the event of the assumption of a guarantee by BMT. The assumption of a guarantee for the existence of a characteristic is only given if it has been expressly and in writing confirmed as such by BMT. In particular, BMT assumes no liability for guarantees given by third parties regarding specific characteristics of a product.
 

§ 10. Force Majeure

(1) If BMT is unable to fulfill its contractual obligations, not in time or otherwise not in accordance with the contract due to events of force majeure that make the performance significantly more difficult or impossible, it shall be entitled, depending on the extent of the events, to postpone its services for a reasonable period.
(2) If BMT is unable to meet the completion date due to force majeure without its own fault, there shall be no obligation to pay damages due to the resulting delays. However, BMT is obliged to inform the Customer of the delay insofar as this is possible and reasonable.
(3) Events of force majeure shall include strikes, lockouts, fire, unforeseeable power failure, water damage and similar unavoidable events that directly affect BMT or its subcontractors and for which they are not responsible. The same shall apply to disruptions or failures of networks or services of third parties that BMT must use to provide its services.
(4) The same shall apply accordingly to the Customer. 
 

§ 11. Customer’s Duty to Cooperate

(1) The Customer is obliged to cooperate insofar as this arises from the obligations regulated in this contract and the performance description.
(2) The Customer must provide BMT with all information, documents and other order-related details required for the fulfillment of its obligations under the respective contractual relationship in a suitable form.
(3) If the Customer fails to take these measures and the performance is delayed as a result, the Customer shall bear the costs incurred by BMT as a result.
 

§ 12. Data Protection

(1) BMT undertakes to comply with the applicable data protection requirements and to process the personal data entrusted to it only in accordance with the Customer’s instructions. Any further data processing, in particular the disclosure of data to third parties, shall only take place with the express consent or upon instruction of the Customer.
(2) BMT shall oblige all persons entrusted with the processing or fulfillment of the order to observe the statutory provisions on data protection.
(3) BMT is entitled to store the data of the Customer necessary for the execution of the business and to pass it on to service providers commissioned by BMT to the extent required for the execution of the contract.
(4) The contracting parties are obliged to treat all confidential information, business and operating secrets obtained in the context of the contractual relationship as confidential, in particular not to pass them on to third parties or to use them for any purpose other than contractual purposes.
(5) The personal data of the Customer required for the execution of the contractual relationship shall be stored electronically by BMT on data carriers. This includes all data required for the proper execution of the contract concluded between the parties, in particular name, address, contact details (telephone and fax number, email address). The data processing is carried out for pre-contractual and contractual purposes pursuant to Art. 6 (1) sentence 1 lit. b) GDPR, and for certain data, if applicable, on the basis of the data subject’s consent (Art. 6 (1) sentence 1 lit. a) GDPR). The personal data shall be treated confidentially by BMT. The provision of the data is neither legally nor contractually required. However, without providing the required personal data, the desired contract cannot be concluded and executed.
(6) The contact details of BMT’s Data Protection Officer are as follows: Ms. Ingrid Wegele, ingrid.wegele@bauer-weilheim.de, +49 881 627-200.
(7) The Customer may object to the processing of personal data concerning him at any time. For this purpose, he may also use the email address pursuant to paragraph (6). If he objects, BMT will no longer process the personal data unless it can demonstrate compelling legitimate grounds for the processing which override the interests, rights and freedoms of the data subject.
(8) Furthermore, the Customer has the right to withdraw any consent given with effect for the future. The legality of data processing based on consent until receipt of the withdrawal remains unaffected.
(9) The Customer has the right at any time to obtain free information about the personal data stored by BMT concerning him, to have incorrect data corrected and to have data blocked or deleted. In addition, the Customer has the right to receive his data in a structured, commonly used and machine-readable format and to have his data transferred by BMT to another party. Furthermore, the Customer has the right to lodge a complaint with a data protection supervisory authority.
(10)Data shall only be passed on to third parties if BMT is obliged or entitled to do so under applicable law. In this context, BMT involves affiliated companies, in particular as processors, for technical data processing. BMT monitors these companies with regard to personal data and issues corresponding instructions.
(11) Upon complete execution of the contract, the personal data attributable to the Customer shall be deleted after expiry of the tax and commercial law retention periods (6–10 years). If the data is required as evidence, it shall be stored within the framework of the statutory limitation periods or until the conclusion of the court or administrative proceedings. Pursuant to §§ 195 et seq. BGB, the limitation periods can be up to 30 years, whereby the regular limitation period ends after 3 years.
 

§ 13. Final Provisions

(1) If the Customer intends to export products delivered by BMT, he shall observe the applicable export regulations and obtain any necessary permits.
(2) If the Customer is a merchant, a legal entity under public law or a special fund under public law or has no general place of jurisdiction in the Federal Republic of Germany, the place of jurisdiction for all disputes arising from the business relationship between BMT and the Customer shall be BMT’s registered office in Weilheim. However, in these cases, BMT’s registered office shall be the exclusive place of jurisdiction for actions against BMT. Mandatory statutory provisions on exclusive places of jurisdiction shall remain unaffected by this provision.
(3) Note pursuant to § 36 of the Consumer Dispute Resolution Act (VSBG): BMT will not participate in dispute resolution proceedings before a consumer arbitration body within the meaning of the VSBG and is not obliged to do so.
(4) The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
(5) Verbal collateral agreements are invalid.
(6) Insofar as the contract or these General Terms and Conditions contain gaps, those legally effective provisions shall be deemed agreed to fill these gaps which the contracting parties would have agreed upon according to the economic objectives of the contract and the purpose of these General Terms and Conditions if they had been aware of the gap.

Weilheim, March 25, 2026
Bauer Maschinen und Technologie GmbH & Co. KG