Allgemeine Geschäftsbedingungen

1. Scope

1.1. The following General Terms and Conditions of Sale and Delivery (GTC) in the version valid at the time of the order apply exclusively to the business relationship between the customer and KOSATEC.

1.2. These GTC apply in particular to contracts for the sale and delivery of movable goods, irrespective of whether we manufacture the goods ourselves or purchase them from suppliers (§§ 433, 651 German Civil Code – BGB). In their respective version, these GTC also apply as a framework agreement for future contracts for the sale and delivery of movable goods with you without our having to refer to them again in each individual case.

1.3. Deviating, supplementary, or conflicting terms of the customer shall only become part of the contract if and to the extent that KOSATEC has expressly agreed to their validity. This also applies if KOSATEC, being aware of the customer's terms, performs delivery to the customer without reservation.

2. Conclusion of Contract

2.1. The contract is concluded when KOSATEC confirms the customer's order, hands over the goods, or dispatches them.

2.2. For orders placed electronically, KOSATEC will confirm receipt of the order without undue delay. However, the confirmation of receipt does not constitute acceptance of the customer's offer by KOSATEC.

2.3. Except for managing directors or holders of a statutory commercial power of attorney (Prokuristen), KOSATEC employees are not authorized to make oral agreements that deviate from these GTC. This applies in particular to the assumption of guarantees.

3. Availability of Goods

3.1. If the product selected by the customer is not available at the time of the order, KOSATEC will inform the customer. If the product is permanently unavailable, the customer will be notified accordingly. In this case, no contract is concluded.

3.2. If the product specified in the order is only temporarily unavailable, KOSATEC will also inform the customer without undue delay. In the event of a delivery delay of more than two weeks, the customer is entitled to withdraw from the contract. KOSATEC is likewise entitled to withdraw from the contract in such case. KOSATEC will promptly reimburse any payments already made by the customer.

4. Delivery and Transfer of Risk

4.1. If delivery periods have been indicated by KOSATEC and made the basis of the order, such periods shall be extended in cases of force majeure, e.g., mobilization, war, civil unrest, epidemics, or similar events beyond KOSATEC’s control, e.g., strikes or lockouts, for the duration of the event or its effects. The same applies if the customer fails to fulfill any cooperation obligations.

4.2. Delivery is ex warehouse and, for international deliveries, FCA Braunschweig according to Incoterms 2020, which is also the place of performance. At the customer's request and expense, the goods will be shipped to another destination (sale by dispatch). Unless otherwise agreed, KOSATEC is entitled to determine the type of shipment (in particular the transport company, route, packaging) at its discretion.

4.3. The risk of accidental loss and accidental deterioration of the goods shall pass to the customer at the latest upon handover. In the case of a sale by dispatch, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the customer upon delivery of the goods to the carrier, freight forwarder, or other person or institution designated to perform the shipment. Handover is deemed to have occurred if the customer is in default of acceptance.

4.4. Where acceptance has been agreed, it shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall apply accordingly to any agreed acceptance. Handover or acceptance is deemed to have occurred if the customer is in default of acceptance.

5. Prices and Shipping Costs

5.1. Unless otherwise agreed in an individual case, the list prices of KOSATEC valid at the time of the conclusion of the contract apply ex works Braunschweig, plus packaging and statutory VAT. Any customs duties, fees, additional taxes, and other public charges shall be borne by the customer.

5.2. Unless otherwise agreed, in the case of a sale by dispatch (Section 4.2) the customer shall bear the transport costs, the costs of any transport insurance requested, any customs duties, and other public charges.

6. Terms of Payment

6.1. The purchase price or remuneration is due immediately upon conclusion of the contract. Payment is made depending on the ordering method chosen. The customer bears all domestic and international bank charges.

6.2. Upon expiry of an agreed payment term, the customer is in default. During default, the purchase price shall bear interest at the applicable statutory default interest rate. KOSATEC reserves the right to assert further damages caused by default. For merchants, the claim to commercial default interest (§ 353 German Commercial Code – HGB) remains unaffected.

7. Liability for Defects; Guarantees

7.1. KOSATEC is liable for material defects in accordance with the applicable statutory provisions, in particular §§ 434 et seqq. BGB, unless otherwise stipulated below. In all cases, the statutory special provisions in a supply chain or in the case of final delivery of the goods to a consumer (supplier recourse pursuant to §§ 327u, 445a – 445c or 478 BGB) remain unaffected.

7.2. The limitation period for claims for defects for new goods delivered by KOSATEC is 12 months; for used goods, liability for material defects is excluded. This does not apply to claims for damages.

7.3. If the customer can no longer demand delivery of a defect-free item or rectification of the defect due to the expiry of the limitation period, claims for damages can no longer be based on this. This does not apply if KOSATEC breached its duty to deliver a defect-free item or to remedy the defect at a time when the customer's claim had not yet become time-barred. For claims for damages based thereon, the statutory limitation periods apply.

7.4. In the event of injury to life, body, or health and in the event of intentional or grossly negligent breach of duty by KOSATEC, as well as in the event of fraudulent concealment of a defect or the assumption of a guarantee of quality, the statutory limitation periods apply.

7.5. A guarantee by KOSATEC exists for the delivered goods only if it has been expressly granted in the product description for the respective item.

7.6. Claims for damages or reimbursement of futile expenses exist only in accordance with Section 8 and are otherwise excluded.

7.7. If the customer's registered office is outside Germany, the customer shall only be entitled, in the event of delivery of non-conforming goods, to rescind the contract or demand replacement delivery if claims for damages against KOSATEC are excluded or if it is unreasonable for the customer to utilize the non-conforming goods and assert the remaining damage. In these cases, KOSATEC shall first be entitled to remedy the defect. If the remedy fails and/or leads to an unreasonable delay, the customer is entitled, at its option, to rescind the contract or request replacement delivery. The customer is also entitled to do so if the remedy causes an unreasonable inconvenience or if there is uncertainty regarding the reimbursement of any expenses incurred by the customer.

8. Liability for Damages

8.1. KOSATEC is liable without limitation for intent and gross negligence.

8.2. In the event of simple negligence resulting in a breach of essential contractual obligations (cardinal obligations), i.e., obligations whose fulfillment is a prerequisite for the proper performance of the contract and on the observance of which the customer regularly relies and may rely, KOSATEC’s liability is limited in amount to the typically foreseeable damage.

8.3. In the event of simple negligence resulting in a breach of non-essential contractual obligations, KOSATEC’s liability is excluded.

8.4. The foregoing provisions on limitation and exclusion of liability do not apply in cases of personal injury (injury to life, body, or health) and do not apply to guarantees given by KOSATEC or to cases of fraud.

8.5. Any liability of KOSATEC under the Product Liability Act remains unaffected.

8.6. If the customer's registered office is outside Germany, the following applies: KOSATEC is liable to the customer for damages in accordance with the statutory provisions if a breach of contract is based on an intentional or grossly negligent breach attributable to KOSATEC; any fault of KOSATEC’s representatives or vicarious agents is attributable to KOSATEC. KOSATEC is also liable in accordance with the statutory provisions insofar as KOSATEC breaches a material contractual obligation. Otherwise, KOSATEC’s liability is excluded.

8.7. The above liability provisions also apply to KOSATEC’s employees and other vicarious agents.

9. Retention of Title

9.1. Until full payment of all present and future claims arising from the purchase contract and an ongoing business relationship (secured claims), KOSATEC retains title to the goods sold.

9.2. The goods subject to retention of title may not be pledged to third parties or assigned as security before full payment of the secured claims. The customer must notify KOSATEC without undue delay in text form if and to the extent that third parties seize goods belonging to KOSATEC.

9.3. In the event of conduct by the customer that is contrary to the contract, in particular in the event of non-payment of the purchase price due, KOSATEC is entitled to withdraw from the contract in accordance with the statutory provisions and to demand return of the goods on the basis of retention of title and withdrawal. If the customer fails to pay the purchase price when due, KOSATEC may only assert these rights if KOSATEC has previously set the customer a reasonable deadline for payment without success or if such a deadline is dispensable under the statutory provisions.

9.4. The customer is authorized to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall also apply:

9.4.1. The retention of title extends to the products resulting from processing, mixing, or combining the goods at their full value, with KOSATEC deemed to be the manufacturer. If, in the event of processing, mixing, or combining with goods of third parties, their ownership rights remain, KOSATEC acquires co-ownership in proportion to the invoice values of the processed, mixed, or combined goods. In other respects, the same applies to the resulting product as to the goods delivered under retention of title.

9.4.2. The customer hereby assigns to KOSATEC by way of security all claims against third parties arising from the resale of the goods or the product, in total or in the amount of any co-ownership share pursuant to the paragraph above. KOSATEC accepts the assignment. The obligations of the customer set out in Section 9.2 also apply with regard to the assigned claims.

9.4.3. The customer remains authorized, alongside KOSATEC, to collect the claim. KOSATEC undertakes not to collect the claim as long as the customer meets its payment obligations to KOSATEC, is not in default of payment, no application to open insolvency proceedings has been filed, and there is no other deficiency in the customer’s ability to perform. If, however, this is the case, KOSATEC may require the customer to disclose the assigned claims and their debtors, to provide all information necessary for collection, to hand over the relevant documents, and to notify the debtors (third parties) of the assignment.

9.4.4. If the realizable value of the securities exceeds KOSATEC’s claims by more than 10%, KOSATEC will release securities of its choice at the customer's request.

9.5. If retention of title is not effective in the form stipulated above under the law of the country of destination to which the goods are transported, KOSATEC may require the customer to cooperate in establishing a security interest for KOSATEC in accordance with the provisions of that country. This security interest shall replace the retention of title. The release obligation pursuant to Section 9.4.4 remains unaffected.

10. Software

10.1. Software offered by KOSATEC constitutes works protected by copyright or other rights.

10.2. In addition to these GTC, the manufacturer’s terms and conditions of business and use for the respective software apply to the sale of software. These are regularly enclosed with or stored on the data carriers.

10.3. As a rule, the purchaser is only granted a simple, non-transferable right of use in the manufacturer’s terms and conditions. The purchaser may neither copy the software nor make it available for use by third parties. Multiple-user rights require a special agreement.

10.4. Upon conclusion of the contract, the customer also acknowledges the manufacturer’s terms and conditions of business and use for the respective software vis-à-vis the manufacturer.

11. Set-off, Right of Retention, Assignment

11.1. The customer is entitled to set-off rights only if its counterclaims have been established by a final court judgment, are undisputed, or have been acknowledged by KOSATEC. Furthermore, the customer is entitled to exercise a right of retention only insofar as its counterclaim is based on the same contractual relationship.

11.2. The rights and obligations arising from contracts concluded with KOSATEC may not be transferred by the customer to a third party without KOSATEC’s consent.

11.3. If an assignment made without KOSATEC’s consent is nevertheless effective pursuant to § 354a HGB, this shall not affect KOSATEC’s right to set off any counterclaims against the customer (assignor).

12. Export; Sanctions Clause

12.1. All deliveries and services by KOSATEC are subject to the proviso that there are no impediments to performance due to sanctions and export control regulations (export control).

12.2. Sanctions within the meaning of this clause are all economic and financial sanctions or trade embargoes implemented, administered, and enforced in particular by the European Union (EU), the EU Member States, the United Kingdom, the United Nations Security Council, or the United States of America, provided that they or their observance do not constitute a violation of applicable national law (anti-blocking regulations).

12.3. Sanctions and export control in their respective valid version apply to the contracts concluded with the customer.

12.4. The customer warrants that neither it nor any of its group companies nor, to the best of the customer’s knowledge, any of its legal representatives: (a) is a natural or legal person subject to sanctions; (b) is owned or controlled by a natural or legal person subject to sanctions. Should this change during the performance of the contract, the customer is obliged to inform KOSATEC without undue delay. If the customer fails to do so, KOSATEC is entitled to rescind or terminate the contract and to stop any deliveries without the customer deriving any claims against KOSATEC therefrom.

12.5. Re-export prohibitions and monitoring obligations

12.5.1. With regard to goods (hardware, software, or technology, irrespective of the manner of provision) supplied by KOSATEC or services provided by KOSATEC (including technical support of any kind), the customer warrants that it will neither directly nor indirectly sell, export, deliver, provide, or otherwise transfer them to Russia, Belarus, or to any territories not controlled by the Government of Ukraine.

12.5.2. The customer shall use best efforts to ensure that the purpose of this clause is not frustrated by third parties in the subsequent supply chain, including possible resellers.

12.5.3. The customer shall establish and maintain an appropriate monitoring mechanism (Internal Compliance Programme – ICP) to detect behaviors by third parties in the downstream supply chain, including possible resellers, that would frustrate the purpose of this clause.

12.5.4. Any breach of this clause constitutes a material breach of a material element of the contract, and KOSATEC is entitled to demand appropriate remedies, including but not limited to: (i) rescission or termination of contracts concluded incorporating these conditions and the cessation of delivery of goods; and/or (ii) a contractual penalty amounting to 5% of the total value or the price of the goods delivered, whichever is higher. The contractual penalty shall be set off against the actual damage. KOSATEC’s right to claim damage in excess thereof remains unaffected.

12.5.5. KOSATEC will inform the customer without undue delay of the reasons for rescission or termination of the contract and the cessation of delivery of the goods. KOSATEC is not liable for termination of the contract or cessation of delivery due to a breach by the customer of its obligations under this clause unless KOSATEC has breached its contractual obligations to the customer intentionally or with gross negligence.

12.5.6. The customer shall inform KOSATEC without undue delay of any circumstances that jeopardize fulfillment of its obligations under this clause, including any relevant activities by third parties that could frustrate the purpose of this clause. Upon simple request, the customer shall provide KOSATEC within two weeks with information regarding compliance with its obligations under this clause.

12.6. With regard to all countries or territories not mentioned in Section 12.5.1, the customer warrants to recognize and comply with the sanctions pursuant to Section 12.2, i.e., not to sell, export, deliver, provide, or otherwise make accessible the supplied goods and services, whether directly or indirectly, to persons, companies, institutions, organizations, or countries if this would violate the sanctions within the meaning of Section 12.2. The customer undertakes to impose this obligation on its purchasers as well. The customer shall inform KOSATEC without undue delay if it becomes aware of events or circumstances that would lead to a breach by KOSATEC or the customer of sanctions in connection with the contract. If the customer fails to inform KOSATEC without undue delay, KOSATEC is entitled to rescind or terminate the contract with the customer and to stop any deliveries or services without the customer deriving any claims therefrom.

12.7. Deliveries of goods and services by KOSATEC may be subject to export control and may require an authorization or license from an export control authority or other competent body. Such authorizations or licenses include, in particular, export and transfer permits. This applies especially if the goods supplied by KOSATEC (goods, technology, or software) are classified as military or dual-use items. KOSATEC is entitled to obtain a “nulla osta” (negative clearance) or an end-user inquiry. If the customer conducts an export or transfer of the goods supplied by KOSATEC and/or provides services received from KOSATEC, the customer undertakes to obtain all necessary authorizations or licenses.

12.8. The customer guarantees that it will not use the goods supplied by KOSATEC (hardware, software, or technology, irrespective of the manner of provision) or the services provided by KOSATEC (including technical assistance of any kind) for critical purposes or assign them to a critical end-use. Critical uses include, in particular, use in connection with (i) the development, manufacture, and use of ABC weapons including delivery systems, (ii) military purposes, (iii) nuclear purposes, (iv) repression and/or human rights violations, (v) terrorist purposes, (vi) drug or torture offenses, and (vii) armed conflicts. The purchaser undertakes to impose this obligation on its purchasers as well.

12.9. Upon first request, the customer undertakes to provide KOSATEC without undue delay with complete and truthful information, documents, and declarations required to verify compliance with sanctions and export control by KOSATEC and, where applicable, to apply for authorizations, insofar as these are not already available to KOSATEC. In particular, the customer undertakes to provide KOSATEC with complete and truthful information, documents, and declarations regarding the (end) user and/or (end) destination and/or (end) use of the goods to be delivered as well as services, free of charge and, if necessary, in original form. This includes, in particular, the issuance of an end-use certificate (EUC).

12.10. Delays due to export control and authorization procedures

12.10.1. Delays resulting from authorization procedures, including obtaining a negative clearance or an end-user inquiry, and/or other checks regarding compliance with sanctions and export control, in particular by customs or other authorities, extend contractual deadlines and delivery periods by the duration of the delay thereby caused. KOSATEC is not liable for such delays unless they are due to KOSATEC’s intentional or grossly negligent breach of contractual obligations to the customer.

12.10.2. If performance of the contract depends on an official authorization and the authorization is not granted within six months from the date of application, both KOSATEC and the customer are entitled to rescind or terminate the contract with immediate effect, unless the delayed granting of the authorization is due to the fact that KOSATEC or the customer, as the rescinding or terminating party, has breached contractual obligations owed to the other party. The same applies if KOSATEC has applied for a negative clearance.

12.11. If performance of the contract violates this Section 12 or applicable sanctions and export control pursuant to Section 12.2, KOSATEC is entitled to refuse performance and to rescind or terminate the contract with immediate effect. KOSATEC undertakes to inform the customer of the reasons for refusing performance, insofar as legally permissible. KOSATEC is not liable if the contract may not be performed due to this Section 12 or due to applicable sanctions and export control under Section 12.2, unless this is due to intentional or grossly negligent conduct by KOSATEC toward the customer.

12.12. The customer shall indemnify KOSATEC in full against all claims asserted by authorities or other third parties against KOSATEC due to the customer’s non-compliance with this clause and/or other requirements relating to applicable sanctions and export control within the meaning of Section 12.2 and undertakes to compensate all expenses and losses incurred by KOSATEC in this context, whether material or immaterial, including in particular fines and penalties. This does not apply if the breach is due to KOSATEC’s intentional or grossly negligent breach of contractual obligations to the customer.

12.13. In the event of rescission or termination of the contract, the customer shall reimburse KOSATEC for all costs incurred in performing the contract (in particular material and production costs), insofar as these are based on a culpable breach by the customer of this clause.

13. Contract Language, Governing Law, Place of Jurisdiction

13.1. The contract language is German.

13.2. Contracts between the customer and KOSATEC are governed by the laws of the Federal Republic of Germany, excluding the provisions of private international law that would lead to the application of the laws of another jurisdiction.

13.3. For contracts with merchants within the meaning of the German Commercial Code, legal entities under public law, or special funds under public law, the exclusive place of jurisdiction is the competent court for Braunschweig. The same applies if the customer has no general place of jurisdiction in Germany, or if, after conclusion of the contract, the customer moves its residence or habitual place of abode abroad, or if the residence or habitual place of abode is not known at the time the action is brought. KOSATEC is also entitled to bring an action at the customer’s registered office.

Last updated: November 2025