General Terms and Conditions

for products and services of Schubs GmbH
for use in business dealings with companies

1. General Provisions

1.1 These General Terms and Conditions apply exclusively to businesses, legal entities under public law, and special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). Conflicting or deviating terms and conditions of the purchaser shall not become part of the contract unless Schubs GmbH expressly agrees to their validity in text form. This shall also apply if Schubs GmbH, being aware of the purchaser's conflicting or deviating terms, performs the delivery or service without reservation.

1.2 These General Terms and Conditions, in their version current at the time the contract is concluded, shall also apply to all future transactions with the purchaser, provided these are legal transactions of the same or a similar nature, without Schubs GmbH having to refer to them again in each individual case. The current version is available at www.schubs.de and will be provided to the purchaser in text form upon request.

1.3 Individual agreements made with the purchaser in a specific case shall in any event take precedence over these General Terms and Conditions. Subject to proof to the contrary, a written agreement or confirmation by Schubs GmbH in text form shall be authoritative for the content of such agreements.

1.4 Schubs GmbH provides its services in accordance with the contractually agreed technical requirements and taking into account the generally recognised state of the art applicable at the time the contract is concluded. Insofar as relevant to the agreed scope of delivery, the applicable electrotechnical safety requirements and agreed technical standards shall be taken into account.

1.5 Statements regarding the condition, durability, availability, or performance of a delivery item shall only constitute a guarantee in the legal sense if they are expressly designated as a guarantee and confirmed by Schubs GmbH in text form.

2. Offers, Orders and Conclusion of Contract

2.1 Offers made by Schubs GmbH are subject to change and non-binding, unless expressly designated as binding.

2.2 A contract is concluded only upon Schubs GmbH's order confirmation in text form, unless expressly agreed otherwise.

2.3 Insofar as an order placed by the purchaser is to be regarded as a binding contractual offer within the meaning of Section 145 BGB, Schubs GmbH may accept it within two weeks of receipt.

2.4 The order confirmation issued by Schubs GmbH, together with the documents expressly referenced therein, shall be authoritative for the type and scope of the delivery or service.

2.5 Changes or additions to the scope of delivery after the conclusion of the contract require a separate agreement. Schubs GmbH is entitled to examine the effects of a requested change on price, delivery time, technical execution, and other contractual conditions and to notify the purchaser thereof. If the examination or technical elaboration of a requested change requires considerable effort, in particular for design, project planning, or calculation, Schubs GmbH may demand reasonable remuneration for this, provided it has informed the purchaser of this before beginning the examination and the change order is not placed. Until agreement is reached on the change, Schubs GmbH is entitled to continue the work on the basis of the originally agreed scope of delivery. Insofar as this is not technically or economically reasonable or possible, processing of the affected scope of services may be suspended until clarification is reached. Schubs GmbH shall not be responsible for any resulting delays.

3. Technical Documents, Customer Specifications and Property Rights

3.1 The purchaser is responsible for providing Schubs GmbH in good time with all technical documents, information, specifications, and approvals required for proper execution, completely, correctly, unambiguously, and free of contradiction. This includes in particular circuit diagrams, parts lists, assembly drawings, design documents, technical specifications, software and interface requirements, manufacturing and testing specifications, material specifications, supplier specifications, and customer-specific standards and plant standards.

3.2 Schubs GmbH is not obliged to comprehensively check technical documents, specifications, designs, or calculations provided by the purchaser for technical correctness, completeness, freedom from contradiction, or suitability for the purpose intended by the purchaser, unless such a check is expressly part of the agreed scope of services. Schubs GmbH will notify the purchaser of any recognisable inconsistencies, errors, or risks within the scope of the examination reasonably expected of it. No further duty to examine, warn, or advise shall arise from this, insofar as legally permissible.

3.3 Delays, additional expenses, or additional costs arising from incomplete, incorrect, late, contradictory, or subsequently changed customer specifications shall be borne by the purchaser, provided Schubs GmbH is not responsible for these circumstances. The affected manufacturing, performance, and delivery deadlines shall be extended by the duration of the resulting hindrance as well as by a reasonable restart, replanning, and reintegration period appropriate to the operational circumstances.

3.4 If the purchaser bindingly specifies certain manufacturers, suppliers, components, materials, designs, or technical solutions, the purchaser bears responsibility for their fundamental suitability for the purpose intended by the purchaser, provided that checking this suitability is not expressly part of Schubs GmbH's scope of services. Schubs GmbH shall only be liable for defects, delays, additional costs, or damages arising from such binding specifications insofar as it has culpably breached its own obligations.

3.5 Schubs GmbH reserves all ownership, copyright, and other property rights in all documents and work results prepared or provided by Schubs GmbH, in particular calculations, offers, drawings, circuit diagrams, parts lists, design documents, manufacturing concepts, software, programs, parameterisations, and other technical information. Disclosure to third parties, reproduction, or use for purposes other than those contractually agreed requires the prior consent of Schubs GmbH in text form, unless the purchaser is entitled to further-reaching rights under mandatory statutory provisions.

3.6 The purchaser warrants that the execution of its specifications, documents, designs, or instructions does not infringe any third-party rights. If Schubs GmbH is held liable by a third party due to such an infringement, the purchaser shall indemnify Schubs GmbH against justified claims, insofar as the purchaser is responsible for the infringement.

3.7 Insofar as a specific place of use or destination is intended for the delivery item, the purchaser must inform Schubs GmbH of this at the latest when the contract is concluded, provided this may give rise to special technical, legal, normative, climatic, or other requirements for the delivery item. If the delivery item is used at a different location or under different operating conditions without prior agreement, Schubs GmbH assumes no responsibility for any additional requirements, adjustments, costs, or damages arising therefrom, insofar as it is not responsible for them. This applies in particular to special climatic conditions, mains types and mains voltages, ambient conditions, altitudes, country-specific regulations, approval requirements, and special requirements for transport, installation, operation, or maintenance.

3.8 Insofar as the technical feasibility, process capability, or attainability of certain quality requirements cannot be conclusively determined before the conclusion of the contract with reasonable effort, the order is accepted on the condition that the agreed execution proves to be technically feasible under actual manufacturing, processing, or testing conditions. If it only becomes apparent after the conclusion of the contract, in the course of manufacturing, sampling, testing, or quality inspection, that agreed technical properties, quality requirements, or tolerances cannot be achieved, or cannot be achieved with economically reasonable effort, using the intended and reasonably expected manufacturing processes, even though this was not recognisable to Schubs GmbH at the time the contract was concluded despite exercising the care required in commerce, Schubs GmbH will inform the purchaser without delay. The parties will first examine whether a technically and economically reasonable adjustment of the specification, manufacturing process, or scope of delivery is possible. If such a solution is not possible or not reasonable for one party, either party is entitled to withdraw from the contract with respect to the part not yet performed. Services already properly rendered, as well as materials and components procured or processed specifically for the order that cannot reasonably be used elsewhere, shall be remunerated. If Schubs GmbH is not responsible for the performance obstacle, further claims for damages by the purchaser due to non-performance are excluded. Insofar as, notwithstanding this, liability for damages arising from non-performance exists due to slight negligence on the part of Schubs GmbH, this shall be limited to the foreseeable damage typical for the contract at the time of its conclusion. Further limitations of liability under these General Terms and Conditions remain unaffected. The statutory grounds for liability for which a limitation or exclusion of liability is not permissible remain unaffected.

4. Materials Supplied by the Purchaser and Other Items Provided by the Purchaser

4.1 Materials, parts, components, tools, testing equipment, software, documents, or other items to be provided by the purchaser must be made available at the agreed location at the agreed dates, in sufficient quantity, and in a condition suitable for contractual processing. The agreed provision dates are binding, insofar as they are necessary to meet Schubs GmbH's manufacturing or delivery deadlines.

4.2 The purchaser must inform Schubs GmbH without delay in text form as soon as it becomes aware that an agreed item cannot be provided, cannot be provided completely, cannot be provided free of defects, or cannot be provided on time. The notification should in particular include the reasons for the delay, the materials, components, or documents affected, the originally agreed provision date, the expected new provision date, and, insofar as foreseeable, the expected duration and effects of the delay.

4.3 Schubs GmbH is not obliged to comprehensively check materials or components provided for hidden defects, technical suitability, or conformity with the intended purpose, unless such a check has been expressly agreed. Schubs GmbH will notify the purchaser without delay of any recognisable defects or deviations within the scope of the examination reasonably expected of it. A timely but incomplete, incorrect, damaged, defective, or unsuitable provision for contractual processing shall be treated the same as a late provision.

4.4 If an agreed item is provided late, incompletely, defectively, or deviating from the agreed specifications, the affected manufacturing, performance, and delivery deadlines shall be extended by the duration of the resulting hindrance as well as by a reasonable restart, replanning, and reintegration period appropriate to the operational circumstances. Schubs GmbH is not obliged to shift manufacturing or personnel capacities already planned elsewhere at short notice. A manufacturing period originally reserved may be forfeited following a late or non-contractual provision. Further processing shall take place taking into account the operational capacities then available.

4.5 Schubs GmbH shall inform the purchaser in accordance with clause 5.3 as soon as it becomes apparent that an agreed manufacturing or delivery date will be postponed due to a late, incomplete, defective, or otherwise non-contractual provision.

4.6 The purchaser shall bear the demonstrable additional expenses caused by late, incomplete, or defective provisions, insofar as it is responsible for the cause. This may include in particular additional inspection and sorting work, replanning and coordination effort, downtime and waiting periods, additional set-up processes, storage and transport costs, renewed procurement or processing, as well as additional personnel or third-party service costs. Further statutory claims by Schubs GmbH remain unaffected.

4.7 If items are delivered before the agreed date and cannot be accepted or processed without impairing operations, Schubs GmbH is entitled to refuse acceptance until the agreed date or to appropriately store the items at the purchaser's cost and risk, or have them stored by third parties.

4.8 If the execution of the order is not possible for a longer period due to a failure or delay in the purchaser's cooperation or provision, Schubs GmbH may set the purchaser a reasonable period to remedy this. After the unsuccessful expiry of this period, Schubs GmbH shall be entitled to the statutory rights.

5. Delivery Time, Delivery Delays and Information Obligations

5.1 Delivery dates and delivery periods are only binding if expressly designated as binding in the order confirmation or in another agreement. Other date information constitutes anticipated planning information.

5.2 Compliance with agreed delivery periods presupposes that all technical and commercial questions have been clarified in good time and that the purchaser fulfils its cooperation and provision obligations completely and on time. This includes in particular the provision of complete and consistent technical documents, the granting of necessary approvals and permits, the timely answering of technical queries, the timely provision of agreed materials and components, and compliance with agreed payment terms.

5.3 If it becomes apparent to Schubs GmbH that an agreed delivery date or delivery period is likely not to be met, it will inform the purchaser without delay in text form of the foreseeable delay. The reasons, the expected duration, the affected scope of delivery or service, and the effects on the schedule will be communicated insofar as they are known at that time or can be determined with reasonable effort. If a reliable date cannot initially be given, Schubs GmbH will point this out and provide an updated assessment after further clarification.

5.4 Notification of an impending or occurred delivery delay does not constitute either an acknowledgement of a legal obligation or an acknowledgement of a delay for which Schubs GmbH is responsible. The statutory and contractual requirements for delivery delay remain unaffected.

5.5 Delivery periods shall be extended appropriately if the delay is due to circumstances for which Schubs GmbH is not responsible. This applies in particular to force majeure, natural events, war, terrorism, or political unrest, labour disputes, pandemics or epidemics, official measures, the absence, delay, or revocation of required official permits, export or import licences, embargoes, or other sanctions, energy, raw material, or material shortages, significant transport or supply chain disruptions, cyberattacks or significant IT system disruptions despite reasonable protective measures, the purchaser's untimely or non-contractual cooperation, and late, incomplete, or defective material provision by the purchaser.

5.6 The same applies in the event of incorrect or untimely self-supply, provided Schubs GmbH has concluded the necessary hedging transaction in good time and is not responsible for the failure or delay of self-supply.

5.7 In the event of delays under clauses 5.5 and 5.6, the affected deadlines shall be extended by the duration of the hindrance as well as by a reasonable period, appropriate to the operational circumstances, for restart, replanning, re-procurement, and reintegration of the order into operations. Schubs GmbH is not obliged to make replacement procurements at disproportionate additional cost, set up additional shifts, order overtime, or shift capacities already planned elsewhere in order to avoid or shorten such delays. The information obligation under clause 5.3 remains unaffected.

5.8 A delivery period is met if the delivery item has left the factory or warehouse by its expiry, or the purchaser has been notified of readiness for dispatch or acceptance.

5.9 Partial deliveries are permissible insofar as they are usable and reasonable for the purchaser within the scope of the contractually intended purpose.

5.10 If an event under clauses 5.5 or 5.6 lasts longer than six months and it is no longer reasonable for one party to adhere to the part of the contract not yet performed, that party may withdraw from the contract with respect to this part. Services already properly rendered, as well as services in progress and materials and components procured specifically for the order that cannot reasonably be used elsewhere, shall be remunerated.

6. Acceptance, Shipment and Passing of Risk

6.1 Insofar as acceptance is agreed or legally required, the purchaser must carry this out without delay after completion and upon request by Schubs GmbH. Acceptance may not be refused due to insignificant defects. If the purchaser does not participate in the acceptance despite notified readiness for acceptance, or refuses acceptance without justified reason, Schubs GmbH may set it a reasonable period for acceptance; otherwise, the statutory provisions apply.

6.2 If acceptance is delayed for reasons for which the purchaser is responsible, the statutory provisions on acceptance and default of acceptance apply.

6.3 In the case of deliveries, the risk of accidental loss and accidental deterioration passes to the purchaser upon handover of the delivery item to the forwarding agent, carrier, or other third party designated to carry out the shipment. This also applies to partial deliveries and where Schubs GmbH has assumed shipping costs, delivery, or other services.

6.4 If shipment or acceptance is delayed for reasons for which the purchaser is responsible, the risk passes to the purchaser upon notification of readiness for shipment or acceptance. In this case, Schubs GmbH is entitled to store the delivery item at the purchaser's cost and risk and to charge the reasonable costs incurred thereby.

7. Prices and Payment Terms

7.1 Unless otherwise agreed, prices are ex works, plus packaging, freight, insurance, unloading, and the applicable statutory value added tax.

7.2 Invoices are due for payment without deduction within the payment period specified in the order confirmation or invoice. In the absence of a special agreement, the payment period is 14 calendar days from the invoice date.

7.3 Payments are only deemed to have been made upon final crediting to the account specified by Schubs GmbH.

7.4 Cash discounts are only permissible if expressly agreed.

7.5 In the event of default of payment, the statutory default interest and other statutory consequences of default apply.

7.6 The purchaser may only set off against undisputed, legally established, or ready-for-decision counterclaims. The purchaser is only entitled to exercise a right of retention insofar as its counterclaim is based on the same contractual relationship.

7.7 If it becomes apparent after the conclusion of the contract that Schubs GmbH's claim to consideration is jeopardised by the purchaser's lack of ability to pay, Schubs GmbH shall be entitled to the statutory rights, in particular under Section 321 BGB.

7.8 Fixed prices may only be changed by mutual agreement. If there is no fixed price agreement and the costs relevant to the calculation, in particular for material, wages, energy, freight, or procurement, change after the conclusion of the contract until the agreed delivery, Schubs GmbH is entitled, in the case of an agreed delivery time of more than three months, to adjust the price appropriately in accordance with the actual cost change attributable to the specific order. Cost reductions must be taken into account according to the same standards. Upon the purchaser's request, the basis for the adjustment will be presented in a comprehensible manner. If a price increase exceeds 5% of the agreed price for the affected scope of delivery, the purchaser is entitled to withdraw from the contract with respect to the affected part not yet delivered, within two weeks of receipt of the adjustment notification.

7.9 For orders with a net order value of more than EUR 25,000 or an agreed delivery time of more than eight weeks, Schubs GmbH is entitled to demand reasonable instalment payments, unless otherwise agreed: one third of the order value upon receipt of the order confirmation, one third at the start of material procurement or manufacturing, and the remaining amount upon delivery or, insofar as acceptance is agreed, upon acceptance. Instalment payments become due upon invoicing; clause 7.2 applies accordingly.

8. Retention of Title

8.1 The delivered goods remain the property of Schubs GmbH until all present and future claims of Schubs GmbH arising from the ongoing business relationship with the purchaser have been paid in full.

8.2 The purchaser is obliged to handle the reserved goods with care and to inform Schubs GmbH without delay of any seizure, confiscation, or other access by third parties.

8.3 Pledging or assignment by way of security of the reserved goods is not permitted without the consent of Schubs GmbH.

8.4 Processing or transformation of the reserved goods by the purchaser is carried out on behalf of Schubs GmbH. If the reserved goods are processed, combined, or mixed with other items not belonging to Schubs GmbH, Schubs GmbH acquires co-ownership of the new item in proportion to the value of the reserved goods to the value of the other processed, combined, or mixed items at the time of processing, combination, or mixing.

8.5 The purchaser is entitled to resell the reserved goods in the ordinary course of business. The purchaser hereby already assigns to Schubs GmbH the claims arising from the resale in the amount of the invoice value of the reserved goods. Schubs GmbH accepts this assignment. The purchaser remains authorised to collect these claims as long as it properly meets its payment obligations. Schubs GmbH may revoke the collection authorisation if the purchaser is in default of payment, ceases its payments, or if insolvency proceedings are applied for over its assets. In this case, the purchaser must, upon request, name the assigned claims and their debtors to Schubs GmbH, provide all information and documents required for collection, and disclose the assignment to the debtors. The repossession of the reserved goods by Schubs GmbH requires withdrawal from the contract.

8.6 If the realisable value of the securities exceeds the secured claims by more than 10 percent, Schubs GmbH will release securities of its choice upon the purchaser's request.

9. Defect Claims and Warranty

9.1 If the purchaser is a merchant within the meaning of the German Commercial Code (HGB), the inspection and notification obligations under Section 377 HGB apply. Obvious defects must be reported without delay after delivery, hidden defects without delay after their discovery, in text form.

9.2 The limitation period for defect claims is twelve months from delivery or, insofar as acceptance is required, from acceptance. This does not apply to claims for damages due to injury to life, body, or health, damages due to intentional or grossly negligent breach of duty, defects fraudulently concealed, guarantees assumed, claims under the Product Liability Act, statutorily mandatory recourse claims, and other cases in which a reduction of the statutory limitation period is not permissible. The reduction likewise does not apply in the cases of Section 438 (1) No. 2 BGB and Section 634a (1) No. 2 BGB; the statutory limitation periods apply in this respect.

9.3 In the event of a justified notice of defect, Schubs GmbH shall, at its discretion, remedy the defect or provide a replacement delivery. The purchaser must give Schubs GmbH the necessary time and opportunity for subsequent performance. Schubs GmbH shall only reimburse expenses for removing the defective item and installing or attaching the repaired or newly delivered defect-free item to a reasonable and proven extent, and only insofar as the installation or attachment corresponded to the nature and contractually intended purpose of the item. Mandatory statutory claims of the purchaser remain unaffected.

9.4 The place of subsequent performance is, in principle, Schubs GmbH's place of business. Schubs GmbH decides on the type and implementation of subsequent performance, taking into account statutory provisions. If the delivery item was moved by the purchaser or a third party after delivery to a location other than the agreed place of delivery or destination, Schubs GmbH shall only bear the additional transport, travel, mileage, accommodation, personnel, and other additional expenses arising from this insofar as it is legally obliged to do so. In particular, Schubs GmbH is not obliged to send personnel at its own expense to a place of use other than the original place of delivery or destination, insofar as this is legally permissible. Insofar as subsequent performance at the place of use is necessary or expedient, Schubs GmbH may, at its discretion, deploy its own personnel, suitable third parties, or specialist personnel provided by the purchaser, insofar as this is reasonable for the purchaser. Mandatory statutory claims of the purchaser remain unaffected.

9.5 Defect claims do not exist, in particular, in the case of insignificant deviations from the agreed condition, insignificant impairment of usability, natural wear and tear, improper use or handling, excessive strain, unsuitable operating materials, faulty assembly or commissioning by the purchaser or third parties, improper maintenance, and unauthorised modifications or interventions by the purchaser or third parties, insofar as these are the cause of the defect or complicate its remedy.

9.6 Schubs GmbH shall only be liable for defects or damage attributable to materials, components, documents, designs, circuit diagrams, parts lists, software, technical specifications, prescribed suppliers, or other binding customer specifications provided by the purchaser insofar as it has culpably breached its own obligations. An obligation to comprehensively technically examine customer specifications or provided items only exists if this has been expressly agreed. Schubs GmbH will report any recognisable errors or risks within the scope of the examination owed and reasonable under the circumstances.

9.7 Defect claims are excluded for used goods, insofar as legally permissible. The use of used parts by Schubs GmbH requires the purchaser's consent.

9.8 Replaced parts become the property of Schubs GmbH, unless they must remain with the purchaser for legal or factual reasons.

10. Liability

10.1 Schubs GmbH is liable without limitation in cases of intent and gross negligence, culpable injury to life, body, or health, under the Product Liability Act, in cases of fraudulent concealment of a defect, and to the extent of any expressly assumed guarantee.

10.2 In the event of slightly negligent breach of a material contractual obligation, Schubs GmbH is only liable for compensation of the foreseeable damage typical for the contract at the time of its conclusion. Material contractual obligations are those whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the purchaser may regularly rely.

10.3 Insofar as legally permissible, Schubs GmbH is not liable for indirect damages and consequential damages in the event of slight negligence, in particular not for production downtime, business interruption, loss of use, loss of profit, loss of revenue, costs of a replacement procurement, or other pure financial consequential damages. This does not apply insofar as such damage is based on the slightly negligent breach of a material contractual obligation. In this case, the limitation of liability under clause 10.2 applies; liability is additionally limited in amount to the net order value of the affected order, but at most to the coverage amount of Schubs GmbH's public liability insurance per claim. Liability under clause 10.1 remains unaffected by the above limitations.

10.4 Insofar as Schubs GmbH provides technical information, recommendations, or advisory services free of charge outside the contractually agreed scope of services, this is done excluding liability for slight negligence.

10.5 The above limitations of liability apply accordingly for the benefit of the officers, legal representatives, employees, and agents of Schubs GmbH.

11. Software, Programs and Parameterisations

11.1 Insofar as the scope of delivery includes software, PLC programs, HMI projects, parameterisations, or other digital content, the purchaser receives, unless expressly agreed otherwise, a simple, non-exclusive, and non-transferable right of use for the contractually intended purpose and the delivery item intended for it. The handover of source codes, editable project files, development environments, libraries, standard modules, or internal development tools is only owed if this has been expressly agreed.

11.2 Reproduction, editing, decompilation, or other modification is only permitted to the extent legally permissible.

11.3 All further rights to software, programs, libraries, standard modules, templates, documentation, and other know-how created by Schubs GmbH itself remain with Schubs GmbH.

11.4 Third-party rights to standard software or components used remain unaffected and are governed by the respective licence terms.

12. Conformity and CE Marking

12.1 Responsibility for conformity assessment, declaration of conformity, and CE marking is governed by the contractually agreed scope of delivery and the respective applicable statutory provisions.

12.2 Insofar as Schubs GmbH supplies control cabinets, controls, or electrical equipment exclusively as a component of an overall machine or system to be manufactured by the purchaser or a third party, the manufacturer of the overall machine or system is responsible for its conformity assessment, declaration of conformity, and CE marking, unless this responsibility falls directly on Schubs GmbH due to mandatory statutory provisions.

12.3 Statutory conformity and marking obligations that directly concern the delivery item supplied by Schubs GmbH remain unaffected.

12.4 Insofar as Schubs GmbH manufactures according to binding specifications, designs, or technical specifications of the purchaser, the purchaser bears responsibility for the conformity of these specifications with the requirements applicable to the overall machine or overall system, insofar as their examination is not expressly part of Schubs GmbH's scope of services.

12.5 Special foreign or industry-specific approvals, certifications, test marks, and markings of the delivery item, in particular UL or CSA certifications, certificates from classification societies, and country-specific approvals, are only owed if expressly agreed in text form.

13. Export Control and Sanctions

13.1 Performance of the contract by Schubs GmbH is subject to the proviso that no obstacles arise due to national or international foreign trade law provisions, in particular export control regulations, embargoes, or other sanctions.

13.2 Upon request, the purchaser shall provide Schubs GmbH without delay with all information and documents required for the export, transfer, or import of the delivery items, in particular information on the end use and end user.

13.3 Delays due to export inspections or approval procedures for which Schubs GmbH is not responsible shall extend agreed deadlines and delivery times accordingly. If a required approval is not granted or is revoked, Schubs GmbH is entitled to withdraw from the contract with respect to the affected parts; the purchaser's claims for damages are excluded in this respect, insofar as Schubs GmbH is not responsible for the non-granting or revocation.

13.4 In the event of a transfer of the delivery items to third parties, the purchaser must comply with the applicable provisions of national and international export control law.

14. Termination and Cancellation by the Purchaser

14.1 If the purchaser terminates the contract without Schubs GmbH having caused this through a culpable breach of duty, or finally and unjustifiably refuses to accept or take delivery of the service, Schubs GmbH may, instead of settling accounts in accordance with the statutory provisions, demand a lump-sum remuneration of 15% of the net order value attributable to the part of the service not yet rendered, plus remuneration for services already rendered and in progress, as well as the costs for materials and components procured specifically for the order that cannot reasonably be used elsewhere.

14.2 The purchaser remains entitled to prove that Schubs GmbH is not entitled to any claim, or only to a significantly lower claim. Schubs GmbH remains entitled to prove a higher claim.

15. Confidentiality

15.1 The parties undertake to treat confidentially all information obtained in the course of the business relationship that is marked as confidential or recognisably confidential belonging to the respective other party, in particular technical documents, calculations, prices, and design and manufacturing know-how, to use it only for the performance of the contract, and to make it accessible to third parties only insofar as this is necessary for the performance of the contract and the third parties have been obliged to maintain confidentiality to a corresponding extent.

15.2 The obligation under clause 15.1 does not apply to information that is publicly known or becomes publicly known without violation of this obligation, that was already lawfully known to the receiving party, that was lawfully obtained from third parties without any obligation of confidentiality, or that must be disclosed due to statutory provisions or official or judicial order.

15.3 The obligations under this section continue for the duration of the business relationship and for a period of three years after its termination. Further statutory obligations, in particular under the Trade Secrets Act, remain unaffected.

16. Tools, Fixtures and Testing Equipment

16.1 Tools, fixtures, test adapters, models, and other manufacturing aids manufactured or procured by Schubs GmbH remain the property of Schubs GmbH even if the purchaser has been charged a proportionate cost for them, unless expressly agreed otherwise in text form.

16.2 Schubs GmbH shall store tools, fixtures, and testing equipment provided by the purchaser with the care of a prudent businessman and use them exclusively for the purchaser's orders. If no follow-up order is placed within 24 months of the last order, Schubs GmbH may demand collection or return the items at the purchaser's expense after unsuccessfully setting a deadline.

17. Packaging

17.1 Unless otherwise agreed, packaging is charged at cost price and is not taken back, unless mandatory statutory provisions, in particular the Packaging Act, provide otherwise.

17.2 Schubs GmbH shall take back transport and reusable packaging for which it has a statutory take-back obligation at the place of handover, provided the purchaser announces the return in good time and hands over the packaging free of foreign substances and sorted by type.

18. Data Protection

18.1 Personal data is processed in the course of contract performance in compliance with the General Data Protection Regulation, the Federal Data Protection Act, and other applicable data protection provisions.

18.2 Personal data is disclosed to third parties only insofar as this is necessary for the performance of the contract, legally required, or otherwise legally permissible.

18.3 Further information on the processing of personal data can be found in Schubs GmbH's Privacy Policy.

19. Applicable Law, Place of Performance and Jurisdiction

19.1 The law of the Federal Republic of Germany applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods.

19.2 The place of performance for deliveries and services is Schubs GmbH's place of business, unless otherwise agreed.

19.3 If the purchaser is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Schubs GmbH's place of business. Schubs GmbH is additionally entitled to sue the purchaser at its general place of jurisdiction.

19.4 The contract language is German.

19.5 Should individual provisions of these General Terms and Conditions be or become invalid or unenforceable, in whole or in part, the validity of the remaining provisions shall remain unaffected. The statutory provisions shall apply in place of the invalid or unenforceable provision.

Last updated: July 2026 – revised version dated 17.07.2026