Terms and Conditions (T&C)

§ 1 Scope
These terms and conditions apply to all business relations between ERT Solutions GmbH (contractor) and its customers (client). Deviating terms of the client shall only become part of the contract if the contractor expressly agrees to their validity in writing. These terms and conditions also apply to future transactions. 

§ 2 Offer and documents pertaining to the offer

Oral offers are non-binding; they become binding only upon written confirmation by the contractor. Unless stated otherwise, the period of validity is 30 days from the date of the offer. Information contained in offer documents (e.g., drawings, data, programs) is non-binding and remains the intellectual property of the contractor; any use outside of what is contractually agreed is prohibited. The recipient of the offer shall check the documents for feasibility of execution and report any discrepancies in writing within 10 days. 

§ 3 Conclusion of Contract; Written Form 
Declarations of intent by the contractor are only effective in writing; verbal statements only become binding with written confirmation. This also applies to collateral agreements and amendments. Silence shall never be deemed as consent. 

§ 4 Transfer of Risk 
The risk of accidental loss or deterioration passes to the client as soon as the service has been handed over to a forwarder/carrier or – in the case of data – has been sent. 

§ 5 Retention of Title 
The delivered goods remain the property of the Contractor until all claims have been satisfied in full. In the event of processing or treatment, the retention of title extends to the new item; in the event of processing, combination, or mixing, co-ownership arises in proportion to the values. If the goods subject to retention of title are combined or mixed with a principal item, the Client hereby assigns to the Contractor its rights to the new item. If the Client transfers goods subject to retention of title to third parties for consideration, it assigns its claims for payment to the Contractor in advance. The Client may resell the goods in the ordinary course of business; the Client must agree with its customer on a retention of title in accordance with these General Terms and Conditions. The Client remains authorized to collect assigned claims as long as it performs its obligations properly. If the value of the security exceeds the claims by more than 10 %, the Contractor shall release collateral upon request. Asserting the retention of title does not constitute a withdrawal from the contract, unless this is expressly stated in writing. In the event of a breach of contract (in particular, default in payment), a petition for insolvency, or a rejection of the petition due to lack of assets, the Client is obligated to return the goods; in the case of software, usage rights shall expire. 

§ 6 Tools (Equipment) 
Auxiliary models, tools, models, molds, etc., produced by the Contractor remain the Contractor’s property and are not part of the scope of work. After acceptance, the Contractor shall retain them for 6 months without any legal obligation to do so and may dispose of them thereafter, unless otherwise agreed. 

§ 7 Delivery Deadlines; Default 
Deadlines are contingent upon the timely receipt of all documents and approvals to be provided by the Client, as well as compliance with payment and cooperation obligations. Otherwise, deadlines shall be extended appropriately, provided the Contractor is not responsible for the delay. In the event of a delay, the Client may, upon proof of damage, claim 0.5 % per full week of delay, up to a maximum of 5 % of the remuneration for the delayed service. Further claims are excluded, subject to mandatory liability (e.g., warranty, willful misconduct, gross negligence, injury to life, limb, or health, breach of material obligations, product liability, sale of consumer goods). 

§ 8 Force Majeure 
Force majeure and circumstances beyond the parties’ control (including, but not limited to, operational, traffic, or shipping disruptions, fire, flooding, shortages of labor, energy, or raw materials, strikes, lockouts, or government orders) shall release the parties from their obligations to deliver or accept delivery for the duration and to the extent of the disruption. If the disruption lasts longer than 8 weeks, either party may terminate the contract. 

§ 9 Prices and Payment Terms 
Prices are ex-works plus incidental costs (VAT, packaging, customs duties, freight, insurance, etc.). Unless agreed otherwise, payment is due upon conclusion of the contract without deduction. The contractor may credit payments against older debts and offset costs/interest first, followed by the principal claim. If there are justified doubts regarding solvency, advance payment or security may be demanded; in the event of non-performance, the contractor is entitled to withhold performance and terminate the contract. Set-off or retention is only permitted with undisputed or legally established claims. 

§ 10 Invoice Issuance 
Invoices will be sent by mail or email, at the contractor’s discretion. The client agrees to receive electronic invoices and shall provide a suitable email address; any changes must be reported immediately. The Client shall ensure that invoices can be delivered; automated replies (e.g., out-of-office messages) do not prevent delivery. Upon request, delivery may be switched to regular mail. 

§ 11 Acceptance (Works) 
Where an acceptance is required, it must take place immediately after notification of completion by means of a written protocol. If no acceptance takes place within 14 days and no impeding defects are claimed, the service shall be deemed accepted. Partial acceptance may be requested for completed partial services. In the event of a delay in acceptance, the contractor may demand damages and withdraw from the contract after setting a deadline. 

§ 12 Warranty 
The warranty shall initially be fulfilled through subsequent performance at the contractor’s discretion (repair or replacement). If this fails, the client may claim a reduction in price or rescind the contract; Compensation for damages is governed by § 15. Expenses incurred in remedying the defect are excluded to the extent that they increase because the item was subsequently moved to a location other than the Client’s place of business, unless this constitutes use in accordance with the intended purpose. No claims shall arise in the case of only minor deviations or impairments, or in the case of non-reproducible software errors. Rights of recourse in the sale of consumer goods remain unaffected; guarantees must be in writing and specify their content, duration, and scope. 

§ 13 Infringement of Industrial Property Rights 
Absent any other agreement, the contractor shall deliver the goods in the country of the place of delivery free from third-party industrial property rights. In the event of justified third-party claims, the contractor shall, at its discretion, procure a right of use, modify the goods, or replace them; if this is not possible under reasonable conditions, rights of withdrawal/reduction shall apply; reimbursement of futile expenses is excluded; Section 15 shall otherwise apply. This is subject to prompt written notification, the absence of any acknowledgment of liability, and the transfer of defense/negotiations to the contractor. In the event of suspension of use, the third party must be informed that no acknowledgment of liability has been made. Claims are excluded to the extent that the client is responsible for the infringement. 

§ 14 Notice of Defects 
Obvious defects must be reported in writing immediately, no later than 10 days after receipt; hidden defects must be reported in writing immediately, no later than 10 days after discovery; otherwise, the service shall be deemed free of defects in this respect. If the client accepts the service despite being aware of a defect, rights arising therefrom exist only if an express written reservation is made. Notices of defects do not suspend the statute of limitations; the statute of limitations begins to run only upon judicial enforcement. 

§ 15 Damages 
Claims for damages and reimbursement of expenses by the client—regardless of the legal grounds—are excluded. This does not apply in cases of mandatory liability (product liability), in cases of intent or gross negligence, injury to life, body, or health, or in the event of the breach of material contractual obligations; in the latter cases, liability is limited to the typical, foreseeable damage under the contract. This does not entail a shift in the burden of proof. Claims due to data loss are excluded if the damage would not have occurred had data backing been properly performed. 

§ 16 Statute of Limitations 
Claims for defects are subject to a statute of limitations of 12 months from the statutory commencement of the limitation period. For structures, items for structures with inherent defects, and planning and supervision services for structures: 24 months. Mandatory statutory provisions regarding the statute of limitations and liability remain unaffected. 

§ 17 Impossibility 
If delivery was impossible at the time the contract was concluded, or was possible only at a grossly disproportionate cost, and the Contractor is responsible for this, the Contractor shall be liable for damages in lieu of performance; the Contractor shall not be held liable in cases of ignorance without negligence. The claim is limited to 10 % of the value of the part that cannot be put into service; this exclusion does not apply in cases of willful misconduct, gross negligence, or injury to life, limb, or health. The right to rescind the contract remains unaffected. If impossibility or disproportionate effort arises only after the contract is concluded, the contractor is not liable unless the occurrence was unforeseeable or unavoidable. 

§ 18 Inventions 
Inventions Made During the Collaboration: The party whose employees or agents made the invention is entitled to file the application. Mutual notification regarding invention disclosures and applications; in the event that a party does not intend to file an application, the parties shall discuss a possible assignment. In the case of joint inventions, the filing shall be governed by separate provisions; joint filing is possible, with costs borne in proportion to the parties’ respective shares in the invention. In the case of joint rights, each party may waive its share in favor of the other; measures must be taken to protect the interests of the other party. Any intended waiver or assignment to a third party must be reported immediately; the other party has the right of first refusal. 

§ 19 Transfer of Rights and Obligations 
Subject to any statutory prohibitions on assignment, any transfer of rights and obligations under this contract requires the contractor’s consent. 

§ 20 Governing Law; Trade Clauses 
German law applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict of laws provisions of Private International Law. Trade terms are to be interpreted in accordance with the **Incoterms 2010**, unless otherwise agreed. Customs duties and import taxes of the destination country shall be borne by the client; furthermore, the client shall bear all fees, taxes, and costs associated with the purchase contract. 

§ 21 Place of Performance and Jurisdiction 
Place of performance for all obligations is the registered office of the contractor. Exclusive place of jurisdiction for all disputes arising from or in connection with the order is the locally competent court at the registered office of the contractor; the contractor may also bring action at the general place of jurisdiction of the client. 

§ 22 Severability Clause 
Should any provisions of these Terms and Conditions be or become invalid or unenforceable, in whole or in part, the validity of the remaining provisions shall remain unaffected. In place of the invalid provision, a legally permissible provision that most closely approximates the intended economic purpose shall be deemed agreed upon; the same applies to any gaps in the provisions. 

§ 23 Citation
The Contractor is authorized to name the Client as a reference customer and to disclose the fact that the Client uses the Contractor’s products, and to use the Client’s name and company logo for this purpose in marketing and communications activities, including on the company website, on the Internet, in presentations, and in reference lists. Any use of the Client’s name or logo beyond this requires the Client’s prior consent.

Company Information 
ERT Solutions GmbH – Registered office: 36088 Hünfeld – Commercial Register: Local Court of Fulda, HRB 5780; VAT ID: DE270881463 – Managing Director: Marc Burzlaff – Contact & Billing Email: info@ert-solutions.com 
As of: 08/13/2026 

ERT Solutions GmbH 
Agreement on a ban on distribution and (re-)export to Russia and Belarus - No re-export to Russia and Belarus clause 

1. The customer [alt.: client or similar] shall not sell, export, or re-export, directly or indirectly, to the Russian Federation or Belarus, or for use in the Russian Federation or Belarus, any goods supplied within the framework of or in connection with the contract concluded with ERT Solutions GmbH that fall within the scope of Article 12g of Regulation (EU) No 833/2014 or Article 8g of Regulation (EU) No 765/2006.

The customer must ensure that the purpose of the aforementioned regulations is not frustrated by third parties further down the commercial chain, including potential resellers. 

3. The customer shall establish and maintain an appropriate monitoring mechanism to detect behavior by third parties in the further supply chain, including potential resellers, that would defeat the purpose of this agreement. 

4. The Customer shall promptly notify ERT Solutions GmbH of any issues regarding the application of this Agreement, including any relevant third-party activities that could frustrate the purpose of this Agreement. Upon request, the Customer shall provide ERT Solutions with information regarding compliance with the obligations of this Agreement within two weeks. 

5. Any breach of any of the foregoing obligations constitutes a material breach of an essential element of this Agreement and entitles ERT Solutions GmbH to terminate the Agreement. 

6. If the customer culpably breaches any of the aforementioned obligations, they shall be obligated to pay ERT Solutions GmbH a contractual penalty in a reasonable amount. The amount of the contractual penalty shall be determined by ERT Solutions GmbH at its reasonable discretion and may be reviewed by a court by the customer in the event of a dispute. Any further claim for damages to which ERT Solutions may be entitled shall remain unaffected hereby.