Siewert & Kau Technologies

General Terms and Conditions of Delivery and Payment (GTC)

of Siewert & Kau Technologies Vertriebs GmbH

I. Scope of application

These General Terms and Conditions of Delivery and Payment (hereinafter: GTC) apply exclusively to transactions with entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB). Consumers within the meaning of § 13 BGB are excluded from the application of these GTC.
All offers, deliveries and services of Siewert & Kau Technologies Vertriebs GmbH, “us”, are exclusively based on these General Terms and Conditions. This shall also apply to all future transactions with the customer without the need for express reference in individual cases.
Deviating or supplementary general terms and conditions of the customer shall not become part of the contract, even if we do not expressly object to their validity or provide services in the knowledge of conflicting or deviating conditions of the customer.
These GTC shall also apply if we carry out the delivery without reservation in the knowledge that the customer’s terms and conditions conflict with or deviate from these GTC.

II Offer and conclusion of contract

All our offers are subject to change and non-binding, unless they are expressly designated as binding. Unless otherwise stated, we are bound to the prices contained in our offers for 7 days from the date of the offer.
A contract is concluded by written or electronic order of the customer and our subsequent written or electronic order confirmation. Our order confirmation is decisive for the content of the contract.
Verbal collateral agreements, assurances or agreements that go beyond the content of the written order confirmation must be confirmed by our management at least in text form in order to be effective. Sales employees are not authorised to make verbal agreements that deviate from these GTC.
Drawings, illustrations, dimensions, weights or other performance data are only binding if this is expressly agreed in writing. All technical specifications are to be understood as approximate data unless expressly designated as binding.
The rights of the customer arising from the contracts concluded with us are not transferable without our prior written consent.

III Prices and terms of payment

Pricing: All prices are ex works Bergheim, EXW Incoterms 2025, excluding packaging and plus statutory VAT applicable at the time of delivery.
Shipping costs: At the customer’s request, we ship the goods ex works Bergheim at the customer’s expense and risk, FCA Incoterms 2025. For export deliveries, the customer bears all duties, fees, taxes and other charges associated with the delivery.
Default of payment: If the customer defaults on a payment obligation, all open claims from the entire business relationship shall automatically become due immediately. We are entitled to demand advance payment or reasonable security for deliveries still to be made. The same applies if, after conclusion of the contract, we become aware of circumstances that are likely to significantly endanger the payment claim (in particular suspension of payments, application for insolvency, significant deterioration of financial circumstances).
Offsetting and retention: The customer may only offset against our claims with counterclaims that have been legally established, proven or acknowledged by us in writing. A right of retention of the customer is excluded, unless it is based on the same contractual relationship as the payment claim concerned.
Default interest: In the event of default in payment, interest will be charged at a rate of 9 percentage points above the respective base interest rate. The assertion of further damages caused by default remains reserved.

IV. Delivery and delivery times

Reservation of self-supply: All deliveries are subject to correct and timely self-supply by the upstream suppliers. This only applies in the event of disruptions to performance for which we are not responsible (in particular force majeure, labor disputes, official measures, failure of transport routes, shortage of raw materials, pandemic). We will inform the customer immediately about the non-availability of the service and will immediately reimburse any consideration already paid.
Place of performance: The place of performance is based on the agreed Incoterm (Incoterm 2025), i.e. usually EXW or FCA and thus our warehouse in Bergheim.
Delivery times: Delivery times stated by us are non-binding and only approximate, unless they have been expressly declared binding in writing. Binding delivery dates only begin with complete clarification of all technical and commercial questions as well as receipt of an agreed down payment.
Delivery delay: In the case of non-binding delivery dates, a delay in delivery only occurs after a fruitless written reminder with a reasonable grace period. Even in the case of binding delivery dates, an overrun of up to two weeks is permissible without default occurring, unless a fixed-date transaction has been agreed.
Force majeure: In the event of delivery hindrances due to force majeure, labor disputes, official measures or other unforeseeable, exceptional events for which we are not responsible, the delivery time shall be extended by the duration of the hindrance. In the event of impossibility or unreasonable difficulty in providing the service, we are entitled to withdraw from the contract.
Partial deliveries: We are entitled to make partial deliveries to a reasonable extent, provided that this is not unreasonable for the customer.
Packaging: Transport packaging will only be taken back after express agreement. The disposal of the packaging is at the expense of the customer in accordance with the statutory provisions.

V. Transfer of risk

Transfer of risk upon dispatch: The risk of accidental loss and accidental deterioration of the goods passes to the customer upon handover to the transport company (FCA), in the case of self-collection with the provision for collection (EXW). This also applies to partial deliveries and if we have assumed further services (e.g. assembly).
Delay caused by the customer: If the dispatch or handover is delayed due to circumstances for which the customer is responsible, the risk shall pass to the customer as soon as notification of readiness for dispatch has been given. At the same time, the storage costs shall be borne by the customer from this point in time.
Insurance: At the request and expense of the customer, we will insure the shipment against the risks specified by the customer.

VI Warranty

Duty to inspect and give notice of defects: The customer must inspect the goods immediately upon receipt. Obvious defects must be reported in writing within 14 days of receipt of the goods, hidden defects within 14 days of their discovery. If the goods are not properly inspected or a notice of defects is not given, the goods shall be deemed to have been approved.
Subsequent performance: In the event of justified defects reported in due time, we shall, at our discretion, provide subsequent improvement or replacement. We may refuse subsequent performance as long as the customer has not paid a reasonable part of the purchase price.
Failure of subsequent performance: If subsequent performance finally fails after a reasonable period, the customer may, at his discretion, reduce the purchase price or withdraw from the contract. Withdrawal is excluded in the case of only insignificant defects.
Warranty exclusion: The warranty is excluded in the case of natural wear and tear, improper treatment, operation or storage, use of parts or consumables not in accordance with the original specifications, unauthorized modifications or repair attempts by the customer or third parties, external influences that are not based on a defect of the delivered goods
Warranty period: The warranty period is 12 months from the transfer of risk. The statutory limitation periods apply to claims for damages. § 479 BGB (recourse of the entrepreneur) remains unaffected.
Data loss: Should data located on devices be lost during repair work, the customer shall bear this risk. The customer is obliged to carry out a data backup before handing over the device for repair.

VII Retention of title

Simple retention of title: We retain ownership of the delivered goods until full payment of all claims arising from the respective delivery contract.
Extended retention of title: In the case of an ongoing business relationship, the retention of title extends to all claims arising from the entire business relationship, including future claims arising from contracts concluded later.
Processing and connection: In the event of processing, transformation, connection or mixing of the goods subject to retention of title, we shall acquire co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title to the value of the entire item. If the acquisition of co-ownership is excluded, the customer hereby assigns his claim for compensation to us in the corresponding amount.
Resale: The customer is entitled to resell the goods subject to retention of title in the ordinary course of business. He hereby assigns to us all claims arising from the resale with all ancillary rights. In the event of default in payment by the customer, we are entitled to revoke the authorization to resell.
Insurance and duty of care: The customer undertakes to adequately insure the goods subject to retention of title against theft, fire, water and other risks and to treat them with care. Insurance claims are hereby assigned to us. We accept the assignment.
Enforcement measures: The customer must inform us immediately in writing of enforcement measures by third parties against the goods subject to retention of title or assigned claims and hand over all documents required for an intervention.

VIII. Limitation of liability

Principle: Claims for damages against us are excluded, unless we, our legal representatives or vicarious agents have acted intentionally or with gross negligence or have culpably violated an essential contractual obligation (cardinal obligation).
Cardinal obligations: Essential contractual obligations are those whose fulfillment is essential for the proper execution of the contract and on whose compliance the customer may regularly rely.
Limitation of liability in the event of negligence: Liability for negligent breach of essential contractual obligations is limited to the typical and foreseeable damage. This also applies to gross negligence on the part of simple vicarious agents.
Unaffected liability: Liability remains unaffected for (i) damages resulting from injury to life, body or health (ii) damages under the Product Liability Act, (iii) damages resulting from the breach of a guarantee assumed by us, (iv) fraudulently concealed defects.
Limitation: Claims for damages become statute-barred in three years from knowledge of the damage and the damaging person, but no later than ten years from the act.

IX. Foreign trade and export control

Compliance obligation: The customer undertakes to comply with all applicable national and international laws and regulations, in particular the Foreign Trade Ordinance (AWV), the EU Dual-Use Regulation, the US Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR) and all applicable sanctions and embargo regulations
Export control: The customer is obliged to strictly comply with all applicable regulations on import and export control, customs regulations and trade controls when purchasing, using and reselling the goods. This includes in particular obtaining necessary permits and licenses.
US export control: Products of US origin are subject to US export controls and may not be delivered to sanctioned persons, companies or countries without appropriate authorization. The customer undertakes to comply with these restrictions and to take all necessary compliance measures.
Sanction list screening: The customer confirms that he and his business partners are not on relevant sanction lists and undertakes to inform the seller immediately if this changes.
Prohibition of cooperation: The customer is prohibited from cooperating with companies or persons who violate valid embargoes, boycotts or other regulatory requirements.
The customer assures that he has all the necessary licenses and other prerequisites to use, import, export or re-import products, software and services. A corresponding duty of examination on our part only exists if obvious facts justify doubts about these prerequisites.

X. Data protection

Data protection information: The information on the processing of personal data in accordance with Art. 13, 14 and 21 EU General Data Protection Regulation (GDPR) can be found at https://www.siewert-kau.de/datenschutz/
Data processing: We process personal data of the customer exclusively for the fulfillment of the contract and in accordance with the applicable data protection regulations.

XI. Final provisions

Applicable law: German law applies to all legal relationships between the contracting parties.
Place of jurisdiction: The exclusive place of jurisdiction for all disputes arising from and in connection with contracts is Bergheim, Germany, provided that the customer is a merchant, a legal entity under public law or a special fund under public law or does not have a general place of jurisdiction in Germany. We are entitled to sue the customer at his general place of jurisdiction.
Severability clause: Should individual provisions of these General Terms and Conditions be or become wholly or partially invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid provision that comes as close as possible to the economic purpose of the invalid provision.
Contract language: The contract language is German. In the event of translations into other languages, the German version shall prevail in case of doubt.
Amendments: Amendments and supplements to these General Terms and Conditions must be made in writing. This also applies to the cancellation of the written form requirement.

Status: September 2025