JMTronic, CEO Ralf-Diebold-Jäger

GENERAL TERMS AND CONDITIONS

General Terms and Conditions (GTC)

JMTronic, Owner Ralf Diebold-Jäger

As of: August 2024 – exclusively B2B in accordance with § 14 BGB

These GTC apply to all deliveries, services, and offers provided by JMTronic (hereinafter referred to as the “Seller”) to entrepreneurs within the meaning of § 14 BGB (hereinafter referred to as the “Customer”). An entrepreneur is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of their commercial or independent professional activity.

A. General

§ 1 Scope and order of precedence

These General Terms and Conditions apply to all deliveries and services provided by JMTronic to entrepreneurs. Any deviating terms and conditions of the customer shall only become part of the contract if JMTronic confirms their validity in writing. These GTC also apply to future transactions with the same customer.

Order of precedence: (i) individually agreed contract or order confirmation including annexes, (ii) requirements specification or technical specification, (iii) these General Terms and Conditions.

§ 2 Conclusion of contract and form

Offers are subject to change. A contract is concluded upon order confirmation or actual delivery. Text form (e.g., email) is sufficient for legally binding declarations.

§ 3 Obligations to cooperate and specifications

The customer shall provide all information, access, and on-site requirements necessary for the fulfillment of the contract in a timely manner. Delays for which the customer is responsible shall extend deadlines and may result in additional costs.

For customer-specific systems, a specification sheet shall be created, which shall form part of the contract. Changes require a written change order with a supplementary offer and approval by both parties.

§ 4 Responsibility for product selection

The customer is responsible for ensuring that the machine is suitable for its intended use. After acceptance, withdrawal due to unsuitability is excluded, provided there are no defects.

§ 5 Confidentiality and contractual penalty

Both parties shall treat non-public information as confidential. This does not apply to information that (a) is publicly known, (b) was already known to the recipient prior to disclosure, (c) was lawfully obtained from third parties, or (d) must be disclosed by law. Upon request, confidential documents must be returned or destroyed. This obligation shall remain in force for five years after the end of the contract.

In the event of a culpable breach of these obligations, a contractual penalty of €10,000 per breach shall be payable; further claims for damages remain unaffected.

§ 6 Compliance and export control

The customer undertakes to comply with all export control, sanction, and embargo regulations and to provide the necessary information. In the event of justified suspicion of a violation, JMTronic may suspend services without liability or terminate the contract.

B. Delivery, price, and payment

§ 7 Delivery and transfer of risk

Unless otherwise agreed, delivery shall be made FCA Freiburg i. Br. (Incoterms 2020). For transport by JMTronic, DAP (agreed place) applies. The risk is transferred to the carrier in the case of FCA and upon delivery to the destination in the case of DAP.

§ 8 Delivery times and force majeure

Delivery times begin with order confirmation or approval of the specification. Force majeure (e.g., natural disasters, pandemics, cyberattacks, war, strikes, supplier failure) extends deadlines appropriately. After three months of ongoing disruption, both parties may withdraw from the contract. Both parties are obliged to mitigate damages.

§ 9 Prices, price adjustments, and payment

Prices are net ex works plus statutory sales tax. Payment schedule: 50% upon order, 40% before shipment, 10% after acceptance. For delivery times exceeding four months, JMTronic may adjust prices in the event of cost increases > 5% (material 60%, labor 30%). If the increase exceeds 10%, the customer may withdraw from the contract in writing within 14 days.

Interest on arrears is 9 percentage points above the base rate plus a flat fee of €40. Offsetting is only permitted with undisputed or legally established claims. Partial deliveries are permitted.

§ 10 Ownership of documents

All calculations, drawings, and plans created by JMTronic remain the property of JMTronic and may not be passed on without consent.

C. Assembly, commissioning, and acceptance

§ 11 Assembly and acceptance

Assembly services shall only be provided if expressly agreed. The customer shall provide suitable premises, power supply, and access. Acceptance shall take place within 10 to 20 working days after notification of readiness for acceptance. If there is no response or use, acceptance shall be deemed to have taken place (§ 640 (2) BGB) . Waiting times caused by the customer shall be compensated.

D. Warranty and liability

§ 12 Warranty (including wear parts)

§12 Warranty period: 12 months for 1-shift operation, 6 months for 2-shift operation, 4 months for 3-shift operation. Wear parts: 6 months. Defects must be reported in writing within 7 days of discovery. JMTronic has two attempts at subsequent performance. No claims in the event of improper use or unauthorized interventions. Recourse: Existing supplier rights are assigned to the customer to the extent permitted by law.

§ 13 Liability and warranties

JMTronic shall be liable without limitation in cases of intent, gross negligence, life, limb, health, and product liability. In cases of simple negligence, liability shall be limited to cardinal obligations (delivery of defect-free machines, CE, confidentiality, information obligations) and shall be limited to the foreseeable damage typical for this type of contract up to the amount of the order value. Warranty statements are only valid if they are expressly designated as “warranty” in writing. Liability for indirect damage, loss of production, or loss of data is excluded.

§ 14 Retention of title

The goods remain the property of JMTronic until full payment has been made. Claims from resale are deemed to have been assigned. The customer insures the goods against fire, water, and theft.

E. Software, service, and remote support

§ 15 Software and property rights

The customer receives a simple, non-transferable right to use the software. Decompilation or disclosure is not permitted. Intellectual property rights to design and control documents remain with JMTronic.

§ 16 Remote support and IT security

Remote access only with consent and logging. The customer shall ensure IT security (firewall, virus protection). JMTronic shall only be liable for remote access in cases of intent or gross negligence. Obligation to rectify reproducible errors.

§ 17 Service, maintenance, and training

Services provided on a “best effort” basis, SLA optional. Maintenance contracts can be concluded separately. Maintenance intervals must be observed. Spare parts supply for at least ten years. Training for operating and maintenance personnel available on request.

F. Export, trade, and information obligations

§ 18 Export and compliance

Deliveries within the EU in accordance with § 7. For third countries, the customer is responsible for import and approvals. No delivery to embargoed countries. JMTronic expects compliance with social and environmental standards.

§ 19 Data protection and information obligations

JMTronic processes personal data in accordance with the GDPR and concludes a data processing agreement (Art. 28 GDPR) for order processing. Machine data remains the property of the customer.

JMTronic ensures that all legal information obligations under the TMG/DDG are fulfilled on the website (imprint, contact details, availability).

G. Merchandise

§ 20 Merchandise

A warranty period of twelve (12) months from delivery applies to merchandise. JMTronic is liable within the legal framework for defects in the merchandise; recourse to the manufacturer remains unaffected.

H. Final provisions

§ 21 Assignment and severability clause

Rights and obligations may only be transferred by the customer with the consent of JMTronic. Should any provision be invalid, the remainder of the contract shall remain valid; the parties shall agree on a valid replacement provision.

§ 22 Choice of law and place of jurisdiction

German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The place of performance and jurisdiction is Freiburg im Breisgau.

Appendix 1: Data Processing Agreement (DPA) pursuant to Art. 28 GDPR

1. Subject matter and duration

This agreement governs the processing of personal data by JMTronic on behalf of the customer. Processing shall be carried out exclusively on the instructions of the customer and for the duration of the respective contractual relationship.

2. Subprocessors

JMTronic is entitled to use subprocessors. The customer will be informed of any changes and may object within 10 days. Current service provider: Hetzner Online GmbH (Germany, ISO 27001 certified).

3. Technical and organizational measures

JMTronic implements appropriate TOMs in accordance with Art. 32 GDPR (access, encryption, and backup measures).

4. Deletion and return

After the end of the contract, personal data will be deleted within 30 days or returned upon request.

5. Contact Data protection

Responsible: Ralf Diebold-Jäger

Email: ralf.jaeger@jmtronic.de

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