JMTronic, CEO Ralf-Diebold-Jäger

GENERAL TERMS AND CONDITIONS

1. VALUATION

1.1. These General Terms and Conditions apply to all contracts, deliveries, or other services, including consulting services.

1.2. Any differing terms and conditions from the customer that we do not expressly acknowledge in writing are not binding for us, even if we do not expressly object to them.

1.3. Any supplementary agreements must be made in writing; otherwise, these General Terms and Conditions will remain valid.

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2. SUPPLY AGREEMENT

2.1. The order is considered an offer to conclude a contract by the buyer.

The sales contract is only deemed concluded when the order is confirmed in writing by us, which can also be done by sending the delivery note or the invoice. Only the content of the written confirmation is decisive for the content of the sales contract.

2.2. If employees of our company make verbal side agreements or assurances that go beyond the written purchase contract, these always require written confirmation.

2.3. The documents accompanying the offer, such as illustrations and drawings, are, unless otherwise agreed, only approximate.

2.4.

If, after the conclusion of the contract, the seller becomes aware of facts, in particular payment delays regarding previous deliveries to the buyer, which, in the exercise of due commercial judgment, suggest a deterioration in financial circumstances, the seller is entitled to request advance payment or equivalent security. In case of refusal, the seller may withdraw from the contract, and invoices for partial deliveries already made become immediately due.

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3. DELIVERY AND SERVICE PROVISION:

3.1. Delivery deadlines commence from the date of the written order confirmation and, unless otherwise agreed, are considered approximate. If the delivery deadline cannot be met due to unforeseen events beyond our control, such as changes by the customer, force majeure, governmental orders, transport delays, operational disruptions, strikes, etc. – this also applies if these events occur with sub-suppliers – we are released from adhering to the delivery deadlines for the duration of these events, including a reasonable extension period, even in the case of confirmed orders. Partial deliveries are permissible. In the case of culpable delivery delays, claims for damages are excluded, unless we are guilty of intentional misconduct or gross negligence.

3.2. The expiration of a delivery deadline or a specific date does not exempt the buyer, who wishes to withdraw from the contract or seek compensation for non-performance, from setting a reasonable grace period for performance and declaring that they will reject the performance after the deadline has passed. The seller is not liable for deliveries delayed or omitted (impossibility) due to the fault of our upstream supplier. However, the seller is obliged to assign any potential claims for compensation against the upstream supplier. The buyer’s right to withdraw from the contract after an unsuccessful grace period set by the seller remains unaffected.

3.3. Unless otherwise agreed, the choice of shipping method and carrier is at the seller’s discretion. Unless otherwise agreed, the seller delivers their goods unpacked ex-works.

3.4. Insurance against transport damage, loss, and breakage is only provided upon the express request of the customer and at their expense. Reports of damage must be made immediately upon receipt of the goods and promptly communicated in writing, specifying the type and extent of the damage.

3.5. Risk is transferred to the buyer upon handover of the goods to a carrier or freight forwarder, or at the latest upon leaving our premises, even when delivery is carried out using our own vehicles.

3.5. Packaging is invoiced separately, unless otherwise agreed.

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4. PRICES AND. PAYMENT:

4.1. Prices are always subject to the applicable value-added tax.

4.2. Unless otherwise agreed, payment must be made within 14 days from the invoice date in such a way that the agreed amount for settling the invoice is available to the seller no later than the due date. Unauthorized deductions, not agreed upon with the seller, as well as deductions made after the expiry of any cash discount period, will be claimed back. Any agreed cash discounts are not granted if the buyer is in arrears with payment for previous deliveries.

4.3. The buyer may only set off uncontested or legally established claims; the right to withhold payment applies only to the extent that they are based on the same contractual relationship. If the alleged defect is insignificant in relation to the purchase price of the criticized goods or services or the entire order, the refusal to pay the purchase price is generally excluded

4.4. In the event of exceeding the payment deadline, default interest will be payable from the day of the delay, at the rate of the usual bank interest for loans. The seller reserves the right to charge additional reminder costs for each reminder stage.

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5. RESERVATION OF OWNERSHIP

5.1. All delivered goods remain our property until all claims, in particular, the respective balance claims, that are owed to us as part of the business relationship are fulfilled. If the buyer resells the goods supplied by us, they hereby assign to us, until full settlement of all our claims, the claims arising from this resale to their customer, including all ancillary rights. In the case of prior processing, the assignment is made to the extent of co-ownership. This assignment is hereby accepted by us. Upon our request, the buyer is obligated to inform third-party buyers of the assignment and provide us with all information and documents necessary to assert our rights against the third-party buyer.

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6. WARRANTY AND LIABILITY

The seller’s liability for defects is as follows:

6.1. The buyer is obligated to inspect the goods immediately upon arrival for quantity, quality, and assured characteristics. Any apparent defects must be reported to the seller in writing within one week.

6.2. In the case of valid complaints, the seller may, at their discretion, remedy the faulty goods.

6.3. To rectify defects, the buyer must grant the seller a reasonable amount of time and opportunity, particularly by providing the disputed item or a sample thereof, at the seller’s discretion. Failure to do so will result in the forfeiture of the warranty.

6.4. Any liability for the consequences arising from alterations or repairs carried out improperly by the buyer or third parties is void.

6.5. The warranty for remedial actions is valid for 6 months, while replacements and additional services are covered for 12 months. It extends at least until the expiration of the original warranty period for the delivered item.

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7. GENERAL LIMITATION OF LIABILITY

7.1. The liability of the seller is governed exclusively by the agreements made in the preceding section. Claims for damages by the buyer arising from negligence in the conclusion of the contract, breach of contractual ancillary duties, and unlawful acts are excluded, unless they result from gross negligence on the part of the seller or one of their agents.

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8. PLACE OF FULFILMENT, JURISDICTION, APPLICABLE LAW:

8.1. The contractual relationship is exclusively governed by German law.

For all disputes arising from the contractual relationship, including check and bill of exchange litigation, the seller’s place of jurisdiction is agreed upon. Jurisdiction is in Freiburg im Breisgau.

The place of performance for the obligations of both contracting parties is Freiburg im Breisgau.

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