General Terms and Conditions

§ 1 Scope and Contractual Basis

(1) These General Terms and Conditions (hereinafter referred to as “GTC”) apply to all current and future business relationships between jopesch GmbH, Holthoffstr. 122, 45659 Recklinghausen, represented by its managing directors Jobin Schön and Dr. Peter Schön (hereinafter referred to as “jopesch,” “we,” or “us”) and its customers (hereinafter referred to as “Customer”).

(2) Our offer is directed exclusively at entrepreneurs within the meaning of § 14 BGB as well as legal entities under public law or special funds under public law.

(3) These GTC also apply to all future business relationships without the need for a renewed agreement.

(4) Terms and conditions of the Customer that conflict with or deviate from these GTC shall not be recognized unless we expressly agree to their validity in writing.

(5) Individual agreements shall take precedence over these GTC.

§ 2 Conclusion of Contract

(1) The presentation and advertising of items in our online shop do not constitute a binding offer to conclude a purchase contract.

(2) By submitting an order via the online shop by clicking the “order with obligation to pay” button, you place a legally binding order. You are bound by the order for a period of four (4) weeks after submitting the order.

(3) We will confirm receipt of your order placed via our online shop without undue delay by email. Such an email does not yet constitute binding acceptance of the order, unless, in addition to confirming receipt, acceptance is also declared therein.

(4) Outside our online shop or after submission of the inquiry form via our website, we will send you an offer that is valid for four (4) weeks from the offer date, unless the offer contains a different binding period or is expressly marked as “indicative” or “non-binding.” An offer on our part merely constitutes the basis for the submission of a binding contractual declaration (application) by you.

(5) A contract is concluded only when we accept your order/commission by means of a declaration of acceptance or by delivering the ordered items. With the order confirmation or in a separate email, but no later than upon delivery of the goods, we will send you the contract text, consisting of the order, GTC, and order confirmation, on a durable medium.

(6) If delivery of the goods ordered by you is not possible, for example because the relevant goods are not in stock, we will refrain from issuing a declaration of acceptance. In this case, no contract is concluded. We will inform you thereof without undue delay and will refund any consideration already received without undue delay.

(7) We have the right to withdraw from the contract if delivery of the goods becomes impossible because upstream suppliers and/or suppliers are unable to deliver goods or parts of the goods and replacement procurement is possible for us only with disproportionate effort and we are not responsible for the impossibility, provided that these circumstances occurred only after conclusion of the contract, were not foreseeable at the time of conclusion of the contract, and it can be proven that procurement of equivalent goods was attempted in a reasonable manner. The Customer will be notified without delay in such a case.

§ 3 Prices and Payment Terms

(1) All prices are net prices plus the statutory value-added tax applicable at the time as well as any shipping, packaging, insurance, and other ancillary costs.

(2) Unless otherwise agreed, invoices are due for payment without deduction within ten (10) days from the invoice date.

(3) Upon expiry of the payment period, default occurs without the need for a reminder.

(4) In the event of default, we are entitled to demand default interest as well as the statutory flat-rate fee pursuant to § 288 para. 5 BGB.

(5) We reserve the right to provide services only against advance payment.

(6) The Customer shall only be entitled to rights of set-off and retention to the extent that its counterclaims have been legally established, are undisputed, or have been acknowledged by us.

§ 4 Delivery, Performance, and Duties to Cooperate

(1) Delivery and performance deadlines are non-binding unless they have been expressly agreed in writing as binding.

(2) Compliance with deadlines is subject to correct and timely self-supply.

(3) Partial deliveries and partial services are permissible.

(4) If performance is delayed for reasons attributable to the Customer, we are entitled to charge any additional costs incurred.

(5) The Customer is obliged to cooperate.

§ 5 Transfer of Risk

(1) The risk of accidental loss and accidental deterioration of the goods passes to the Customer upon handover to the forwarding agent, carrier, or any other person designated to carry out the shipment.

(2) This also applies if partial deliveries are made or if we have assumed further services, in particular shipping costs, delivery, or installation.

(3) If shipment is delayed for reasons attributable to the Customer, the risk passes already upon notification that the goods are ready for shipment.

§ 6 Retention of Title

(1) We retain title to the delivered goods until full payment of all present and future claims arising from the business relationship with the Customer.

(2) The goods subject to retention of title (hereinafter referred to as “Reserved Goods”) may be resold by the Customer in the ordinary course of business as long as the Customer is not in default of payment.

(3) The Customer hereby assigns to us all claims arising from the resale of the Reserved Goods in the amount of the invoice amount (including value-added tax). We accept this assignment. This applies irrespective of whether the Reserved Goods were resold without or after processing.

(4) The Customer remains authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected thereby. However, we undertake not to collect the claim as long as the Customer duly meets its payment obligations, does not fall into default of payment, and no application for the opening of insolvency proceedings has been filed.

(5) Any processing or transformation of the Reserved Goods by the Customer shall always be carried out in our name and for our account as manufacturer. If the Reserved Goods are processed together with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the Reserved Goods to the other processed items at the time of processing. (6) If the Reserved Goods are inseparably combined or mixed with other items, we acquire co-ownership of the new item in proportion to the value of the Reserved Goods to the other combined or mixed items.

(7) The Customer is obliged to treat the Reserved Goods with care and to insure them sufficiently at its own expense against damage, in particular by fire, water, and theft.

(8) Access by third parties to the Reserved Goods, in particular seizures, must be reported to us in writing without undue delay. The Customer must provide us with all information and documents necessary to safeguard our rights.

(9) In the event of conduct by the Customer in breach of contract, in particular in the event of default of payment, we are entitled to withdraw from the contract and demand surrender of the Reserved Goods.

(10) We undertake, at the Customer’s request, to release the securities to which we are entitled to the extent that their realizable value exceeds the claims to be secured by more than 20%.

§ 7 Warranty

(1) The statutory provisions shall apply to material defects and defects of title unless otherwise provided below.

(2) The warranty period is:

• twelve (12) months from delivery of the goods for new goods and goods marked in the offer as refurbished
• six (6) months from delivery of the goods for used goods

(3) The Customer is obliged to carefully inspect the delivered goods without undue delay after receipt and to notify us in writing of obvious defects without undue delay, at the latest within five (5) working days after delivery.

(4) Hidden defects must be reported in writing without undue delay after their discovery.

(5) If the Customer fails to carry out the proper inspection or notification, the goods shall be deemed approved and warranty claims shall be excluded.

(6) In the event of a defect, we are entitled, at our discretion, to subsequent performance by repair or replacement delivery.

(7) If subsequent performance fails even after two attempts, the Customer is entitled to reduce the purchase price appropriately or withdraw from the contract.

(8) Warranty claims shall not exist in the case of:

• improper use
• faulty assembly or commissioning by the Customer
• natural wear and tear
• unauthorized modifications or repairs by the Customer or third parties
• unauthorized opening of the sealed device housing

(9) Recourse claims of the Customer pursuant to §§ 445a et seq. BGB shall exist only to the extent that the Customer has not entered into any agreements exceeding the statutory rights for defects.

§ 8 Liability

(1) We shall be liable without limitation for damages arising from intent or gross negligence as well as in the event of injury to life, body, or health.

(2) In the event of simple negligence, we shall be liable only in the event of breach of an essential contractual obligation (cardinal obligation). In this case, liability shall be limited to the damage typical for the contract and foreseeable.

(3) In cases of simple negligence, liability shall be limited in amount to the order value of the respective service.

(4) Any further liability for damages, in particular for indirect damages, consequential damages, lost profits, production downtime, or business interruption, is excluded to the extent permitted by law.

(5) We shall be liable for data loss only to the extent that the Customer has ensured that such data can be reconstructed with reasonable effort from data material kept available in machine-readable form.

(6) Liability under the Product Liability Act remains unaffected.

(7) To the extent our liability is excluded or limited, this shall also apply to our legal representatives, employees, and vicarious agents.

§ 10 Export Control and Sanctions

(1) The products delivered by us may be subject to an export-control authorization requirement upon export. Some of the products may be subject to additional restrictions (in particular prohibitions) due to embargoes against sanctioned countries. In addition to export, these restrictions may also relate to the sale, delivery, transit of these products as well as services in connection with these products. In particular, individual products are subject to the sanctions measures of the European Union against Russia and Belarus. Individual products delivered by us may also be subject to foreign, in particular U.S., re-export control and sanctions regulations.

(2) The Customer is obliged to comply with all applicable legal requirements when exporting, reselling, or otherwise transferring the products delivered by us. This includes in particular the regulations of the Federal Republic of Germany, the European Union, and all applicable foreign re-export control and sanctions regulations. The Customer must take all necessary measures to ensure compliance with these regulations.

(3) In particular, the Customer is prohibited from selling, delivering, exporting, or otherwise making available the products delivered by us as well as individual components of these products directly or indirectly to Russia, Belarus, Myanmar, North Korea, and Iran as well as to the Russian-occupied territories of Ukraine, or from making them available for use in the aforementioned countries or territories.

The Customer shall ensure by suitable and appropriate measures that these obligations are complied with. In particular, the Customer also undertakes to impose corresponding obligations on its purchasers not to sell, deliver, export, or otherwise make the products available, directly or indirectly, to the aforementioned countries or territories or for use there, and to pass on this obligation along the entire supply chain.

The Customer is obliged to take suitable and appropriate measures to detect and prevent violations of these obligations within the supply chain.

Upon request, the Customer must provide us with end-use statements from its purchasers as well as evidence of suitable and appropriate measures for compliance with the aforementioned obligations.

The Customer must inform us in writing without undue delay if and to the extent that it cannot comply with the foregoing obligations, or cannot comply with them in full.

(4) In the event of a breach of the foregoing obligations, we are entitled to take appropriate measures. These include in particular, but are not limited to:

• withdrawal from the purchase contract,
• termination of existing contracts,
• assertion of a contractual penalty in the amount of the price of the affected products or 10% of the respective contract value, whichever amount is higher, unless the Customer proves that it is not responsible for the breach, as well as
• full or partial discontinuation of the business relationship and exclusion from further deliveries.

(5) The Customer may not use the products delivered by us in connection with critical end use. Critical end uses include in particular:

• military end use in an arms embargo country,
• use in connection with atomic, biological, or chemical weapons (ABC weapons) or delivery systems such as rockets or missiles,
• use of goods for monitoring information or telecommunications systems in connection with internal repression or serious violations of human rights or international humanitarian law,
• civil nuclear end use in Algeria, Iraq, Iran, Israel, Jordan, Libya, North Korea, Pakistan, or Syria in connection with the construction, operation, or incorporation into a facility for nuclear purposes within the meaning of Category 0 of Annex I to the EU Dual-Use Regulation.

(6) The Customer may not acquire any products if the Customer itself is the subject of national or international sanctions.

(7) The Customer shall indemnify us against all damages, third-party claims, fines, penalties, and other costs incurred by us arising from or in connection with breaches of the foregoing obligations by the Customer. This also includes appropriate compensation for any reputational damage. Any contractual penalty pursuant to paragraph (4) shall be offset against any further damages.

§ 11 Data Processing and Confidentiality

(1) We process the Customer’s personal data exclusively within the framework of the statutory provisions, in particular in compliance with the applicable data protection regulations. Processing takes place only to the extent necessary for the performance and handling of the contractual relationship.

(2) Before handing over devices or data carriers to us, the Customer is obliged to independently back up and, where possible, delete all personal data and other sensitive information. Liability for the loss or disclosure of data in the course of providing our services is excluded to the extent permitted by law.

(3) The Customer shall ensure that it is entitled to transfer any personal data to us and that the data protection requirements are met.

(4) Both parties undertake to treat as strictly confidential all business and trade secrets as well as other confidential information of the respective other party that become known to them in the course of the business relationship and not to disclose such information to third parties, unless there is a statutory obligation to do so.

(5) Confidential information includes in particular technical documents, drawings, specifications, software, firmware, trade secrets, and commercial information.

(6) The confidentiality obligation shall continue beyond the termination of the contractual relationship.

§ 12 Final Provisions

(1) The law of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (UN Sales Convention / CISG).

(2) If the Customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from and in connection with the contractual relationship shall be the registered office of our company in Recklinghausen.

However, we are also entitled to sue the Customer at its general place of jurisdiction.

(3) Should individual provisions of these General Terms and Conditions be or become wholly or partially invalid, void, or unenforceable, the validity of the remaining provisions shall not be affected thereby.

In place of the invalid or unenforceable provision, that valid and enforceable provision shall be deemed agreed whose economic purpose comes closest to that of the invalid or unenforceable provision.

The same shall apply in the event that these General Terms and Conditions contain a regulatory gap.

General Service and Repair Terms and Conditions (ASB) of jopesch GmbH

§ 1 Scope and Contractual Basis

(1) These General Service Terms and Conditions (hereinafter referred to as “ASB”) apply to all current and future repair, inspection, maintenance, and other service work of jopesch GmbH, Holthoffstr. 122, 45659 Recklinghausen, represented by its managing directors Jobin Schön and Dr. Peter Schön (hereinafter referred to as “jopesch,” “we,” or “us”) vis-à-vis its customers (hereinafter referred to as “Customer”).

(2) These ASB apply exclusively to entrepreneurs within the meaning of § 14 BGB as well as legal entities under public law or special funds under public law.

(3) These ASB supplement the General Terms and Conditions (GTC) of jopesch GmbH. In the event of contradictions, these ASB shall take precedence for service work.

(4) These ASB also apply to all future service work without the need for a renewed agreement.

(5) Deviating or conflicting terms and conditions of the Customer shall not be recognized unless we expressly agree to their validity in writing.

(6) Individual agreements shall take precedence over these ASB.

§ 2 Conclusion of Contract

(1) Repair and service orders are carried out on the basis of an order submitted by the Customer or an application form provided by us.

(2) A contract is concluded only by our declaration of acceptance, order confirmation, or by commencement of the provision of services.

(3) Information on anticipated repair costs is non-binding.

(4) Cost estimates are binding only if they are expressly designated in writing as binding.

(5) Appointments and anticipated repair durations are non-binding unless they have been expressly confirmed in writing as binding.

(6) The Customer is bound by its order placement for a period of four (4) weeks.

§ 3 Scope of Services and Performance

(1) The subject matter of our services is the performance of repairs, inspections, analyses, overhauls, or other service work on devices, assemblies, or systems handed over by the Customer.

(2) The services are performed in accordance with the state of the art and on the basis of the information provided by the Customer.

(3) A specific result, in particular the complete restoration of functionality, is owed only if this has been expressly agreed in writing.

(4) A complete fault diagnosis cannot be guaranteed, in particular in the case of complex, intermittent, or hidden faults.

(5) We are entitled to use subcontractors or partner workshops to perform the service work.

(6) We are entitled to replace or open components for fault analysis to the extent technically necessary.

(7) If, after performance of the repair, further defects occur that were previously not identifiable or not commissioned, there shall be no claim to free rectification. In this case, we are entitled to submit a new cost estimate.

§ 4 Customer’s Duties to Cooperate

(1) The Customer is obliged to provide all information necessary for proper performance of the service completely, correctly, and in good time.

(2) In particular, the Customer must:

• describe all known defects and malfunctions completely and in detail,
• communicate technical and manufacturer-specific particularities,
• point out all relevant hardware and software interfaces,
• provide all necessary documents, plans, and documentation.

(3) The Customer is obliged to complete the application form provided by us fully and truthfully.

(4) The Customer must ensure that the repair item sent in does not pose any hazards. In particular, we must be informed in advance of hazardous substances or safety-relevant particularities.

(5) If the Customer fails to comply with its duties to cooperate or if its information is incomplete or incorrect, any resulting delays, additional expenses, and damages shall be borne by the Customer.

§ 5 Data and Data Backup

(1) Before handover, the Customer is obliged to independently back up and, where possible, delete all data, programs, parameters, and settings.

(2) We assume no liability for the loss or restoration of data, parameters, or settings, neither during the repair nor during transport, to the extent permitted by law.

(3) Data backup or restoration is not part of our services unless this has been expressly agreed in writing.

(4) Data is processed exclusively to the extent necessary for the performance of the service.

§ 6 Remuneration and Cost Estimates

(1) Unless otherwise agreed, service work shall be charged according to actual effort or on the basis of a cost estimate.

(2) Cost estimates are non-binding unless they are expressly designated as binding.

(3) If the actual effort deviates substantially from the cost estimate, we will inform the Customer thereof.

(4) Services already performed, in particular inspection, analysis, or diagnostic services, must be remunerated even if a repair is not carried out.

(5) If no order is placed within four (4) weeks after a cost estimate has been sent, we are entitled to charge a storage fee of EUR 25.00 net for each commenced week for storage of the repair item.

§ 7 Repairs That Cannot Be Carried Out or Are Uneconomical

(1) If, after inspection, it becomes apparent that a repair is technically impossible or economically unreasonable, we will inform the Customer without undue delay.

(2) The Customer may choose whether the repair item is:

• returned to the Customer or
• professionally disposed of.

(3) If no response is received within a reasonable period, we are entitled to dispose of the repair item at the Customer’s expense.

§ 8 Shipping, Transfer of Risk, and Storage

(1) Shipment of the repair item is at the Customer’s risk.

(2) The risk passes to the Customer no later than upon handover to the carrier.

(3) If shipment is delayed for reasons for which the Customer is responsible, the risk passes to the Customer already upon notification that the item is ready for shipment.

(4) Insurance is provided only upon express request and at the Customer’s expense.

§ 9 Acceptance

(1) To the extent acceptance is provided for by law, the service shall be deemed accepted if

• the Customer does not complain about the service in writing within seven (7) working days after notification of completion or
• the service is put into use.

(2) Insignificant defects do not entitle the Customer to refuse acceptance.

(3) The warranty period begins upon acceptance.

§ 10 Warranty

(1) We provide a warranty for repairs carried out for twelve (12) months from acceptance.

(2) The warranty extends exclusively to the components actually repaired or replaced by us.

(3) The repaired items may be sealed by us. If such a seal is opened or damaged, all warranty claims shall lapse.

(4) Warranty claims shall not exist in particular in the case of:

• improper use,
• natural wear and tear,
• interventions by the Customer or third parties,
• defects not covered by the repair order.

§ 11 Liability

The provisions of our General Terms and Conditions shall apply accordingly to liability.

§ 12 Final Provisions

(1) The law of the Federal Republic of Germany shall apply, excluding the UN Sales Convention.

(2) The place of jurisdiction shall be Recklinghausen to the extent permitted by law.

(3) Should individual provisions of these ASB be or become wholly or partially invalid, void, or unenforceable, the validity of the remaining provisions shall remain unaffected.