General Terms and Conditions for business transactions with companies and legal entities under public law

1. Scope of Application

1.1 These General Terms and Conditions apply to all contracts concluded for the supply of plants, components, accessories, spare parts, and services between FlexBio Technologie GmbH (hereinafter “FlexBio”) and the business and contractual partner (hereinafter the “Customer”). They also apply to all future legal transactions, even if not expressly agreed again. Any contradictory, supplementary, or additional terms of the Customer not explicitly accepted by FlexBio shall be invalid, even if FlexBio does not expressly object to them. Such terms shall not become part of the contract, even upon acceptance of the order.

1.2 All agreements made between FlexBio and the Customer in connection with delivery contracts must be in writing and are documented in the relevant contracts, these Terms and Conditions, and FlexBio’s order confirmation. All agreements require approval by at least one managing director of FlexBio. This also applies to verbal side agreements.

1.3 These Terms and Conditions shall be deemed accepted upon receipt of the goods or services at the latest. A countersignature by the Customer is not required.

2. Offers and Orders

2.1 Offers made by FlexBio are non-binding and subject to change. Unless otherwise stated in the order, FlexBio may accept the contractual offer within four (4) weeks of receipt in writing, e.g. by order confirmation. By placing an order, the Customer acknowledges FlexBio’s offer and, in particular, the data, facts, and information underlying the offer as binding. The same applies to amendments or supplements to the contract.

2.2 FlexBio retains ownership and copyright of drawings, illustrations, yield estimates, technical specifications, cost estimates, samples, and other documents or information, whether tangible or intangible (including electronic form). These must not be disclosed to third parties and may only be used by the Customer for the intended purpose of the delivery item. They are only approximately authoritative unless expressly confirmed as binding by FlexBio.

2.3 Unless otherwise specified, FlexBio shall be bound by the prices contained in the offer for seven (7) days from the date of the offer. The prices stated in FlexBio’s order confirmation plus applicable VAT are binding. Additional deliveries and services will be charged separately.

3. Scope of Delivery

3.1 The written order confirmation from FlexBio shall be decisive for the scope of deliveries and services.

3.2 Delivery periods and dates are always non-binding unless expressly guaranteed in writing. Periods do not commence until all details of the order have been clarified and all required approvals or releases are available.

3.3 Where expert reports or opinions of third parties are required for permit applications (e.g. structural safety, soil surveys, odor, noise, environmental, or fire protection reports, reports under the Major Accidents Ordinance, landscape conservation contributions, or water authority discharge applications), these are not part of FlexBio’s performance and not included in the agreed remuneration, unless expressly stated in the offer. The Customer shall provide the required reports to FlexBio free of charge at the agreed times. Alternatively, the parties may agree that FlexBio commissions such reports in the name and at the expense of the Customer.

3.4 Any specifications by FlexBio concerning weight, dimensions, performance, yields, consumption values, or other details of the delivery item are approximate reference values, unless expressly guaranteed in writing. Only characteristics expressly guaranteed in writing by FlexBio shall be binding.

3.5 FlexBio reserves the right to make design or form changes to the delivery item and adjustments to processes, provided such changes do not materially alter the delivery item and are reasonable for the Customer.

3.6 Other services, such as assembly, installation, and commissioning, are only part of the order if expressly agreed. Where FlexBio undertakes such services, the Customer shall fully cooperate and, at its own expense, ensure that all necessary conditions are met in due time.

3.7 At FlexBio’s request, this includes providing suitably qualified German-speaking specialists and assistants, equipment, energy, water, and other materials. The Customer shall also ensure adequate site access, sufficient space, structural prerequisites, and required permits.

3.8 The Customer bears the costs of delays or additional measures resulting from an unprepared site, in particular if equipment cannot be installed, must be stored, or returned.

3.9 Structural works at the installation site (e.g. excavation, masonry, foundations, roofing, demolition, drilling, plastering, sealing, painting, fire protection, lightning protection, approvals, permits) are not included in FlexBio’s performance unless expressly agreed.

3.10 Customer obligations near the installation site include providing electricity, water, storage and assembly space, scaffolding, forklifts, access roads, and sanitary facilities for FlexBio’s assembly personnel.

3.11 Access roads and crane standing areas must be reinforced by the Customer to withstand heavy-duty vehicle loads in accordance with DIN 1072 (SLW 60). FlexBio accepts no liability for damages to such areas.

3.12 Interruptions of assembly due to site conditions and additional work ordered by the Customer shall be invoiced separately.

4. Prices and Payments

4.1 Unless otherwise agreed, FlexBio’s prices apply ex works at current market prices. Packaging, installation, commissioning, insurance, freight, and VAT are not included.

4.2 Prices are based on the market price at the time of order confirmation. If the market price increases between confirmation and delivery, FlexBio may pass the increase on to the Customer. Increases up to 5% must be accepted. If the increase exceeds 5%, the Customer may withdraw from the contract within 14 days of invoicing.

4.3 Payments are due as follows: 50% upon contract signing, 40% upon notification of shipping readiness, and 10% plus any extras upon completion.

4.4 Unless otherwise agreed in writing, invoices are payable in full without deductions within seven (7) days of receipt.

4.5 Offsetting is only permitted if counterclaims are legally established, acknowledged, or undisputed.

4.6 A right of retention may only be exercised if based on the same contract.

4.7 If the Customer defaults on payments, all outstanding amounts become immediately due. Default occurs without notice if payment is not made within 10 days of due date.

4.8 In case of default, FlexBio may charge interest of 8% p.a. above the base rate, but at least 12% p.a., unless the Customer proves lower damages.

4.9 If there are signs of insolvency or credit unworthiness, FlexBio may declare all outstanding debts immediately due.

4.10 FlexBio accepts no liability for payments not made directly to FlexBio or expressly authorized persons.

5. Inspection, Maintenance, and Repair

5.1 If FlexBio is commissioned with inspection, maintenance, or repair, remuneration is based on time and expenses, plus travel costs.

5.2 If repairs cannot be performed without prior inspection, FlexBio shall promptly carry out the inspection unless instructed otherwise. The inspection is limited to what is necessary. Costs will be charged on a time basis. FlexBio will then submit a repair offer, which the Customer must promptly accept or reject.

6. Completion and Delivery Deadlines

6.1 Dates and deadlines are non-binding unless expressly agreed in writing.

6.2 Deadlines begin once all order details are clarified and obligations met, including payment.

6.3 Unforeseen events beyond FlexBio’s control (e.g. strikes, operational disruptions, lockouts, force majeure, delays in permits, missing documents) extend deadlines appropriately.

6.4 In case of culpable delay, the Customer must grant a reasonable grace period. If unsuccessful, withdrawal from the contract is permitted.

6.5 Liability for delay is limited to foreseeable damages, capped at the invoice value.

6.6 FlexBio may provide partial deliveries if reasonable.

6.7 Statutory rights of the Customer remain unaffected.

7. Transfer of Risk and Acceptance

7.1 Risk passes to the Customer upon handover, or in the case of shipment, upon delivery to the carrier. Risk also passes if the Customer is in default of acceptance.

7.2 Insurance against transport damage is only arranged at the Customer’s request and expense.

7.3 If the goods are damaged by force majeure after shipment but before transfer of risk, FlexBio is entitled to full payment.

7.4 The Customer must inspect goods upon receipt and report transport damage to the carrier.

7.5 Delivered items must be accepted even with minor defects.

7.6 Acceptance of systems occurs with successful initial commissioning and documented protocol. Minor defects do not entitle to refusal. Acceptance is deemed granted if no significant defects are reported within 7 days.

8. Assembly

8.1 Assembly services are only performed if agreed in writing.

8.2 Costs are based on agreed lump sums or FlexBio’s current rates, including travel time.

8.3 If installation is delayed without FlexBio’s fault, waiting and travel costs are borne by the Customer.

8.4 Working hours must be confirmed by the Customer. Absence of signature does not exclude billing.

8.5 The Customer must provide lifting devices, utilities, and support staff free of charge.

8.6 The Customer must provide secure storage rooms. Risk of loss lies with the Customer.

8.7 Damages must be reported before FlexBio personnel leave the site.

8.8 Additional costs for authority-mandated changes are borne by the Customer.

9. Warranty Claims

9.1 The Customer must inspect deliveries and report defects within one (1) week (for obvious defects) or six (6) weeks (for minor defects). Goods must remain unchanged for inspection.

9.2 Minor deviations are not defects.

9.3 Valid defect claims entitle the Customer to subsequent performance.

9.4 FlexBio may remedy by repair or replacement. Price reduction or withdrawal is excluded during the remedy period.

9.5 In urgent safety cases, the Customer may repair defects after notifying FlexBio.

9.6 FlexBio is not liable for defects due to misuse, overuse, improper installation, unsuitable materials, or inadequate maintenance.

9.7 FlexBio is not liable for damages occurring during the construction phase.

9.8 Early commissioning without approval is at the sole risk of the Customer.

10. Liability

10.1 FlexBio is fully liable for damages caused intentionally or by gross negligence, as well as under product liability law.

10.2 For simple negligence, liability exists only for essential obligations (cardinal duties) and is limited to foreseeable damages.

10.3 Liability for indirect or consequential damages, including loss of profit or environmental damages, is excluded.

10.4 Free consultations exclude liability. Planning is based only on provided data. Forecasts and estimates are non-binding.

11. Retention of Title

11.1 FlexBio retains ownership until full payment is received.

11.2 The Customer must notify FlexBio of third-party claims and compensate for damages.

11.3 If payment obligations are not met, FlexBio may demand return of goods. Costs are borne by the Customer.

12. Software Use and Liability

12.1 Where software is included, the Customer receives a non-exclusive right of use limited to the delivered system.

12.2 Duplication or modification is only permitted within statutory limits. Copyright notices must not be removed.

12.3 All rights remain with FlexBio or the supplier. Sub-licensing is not permitted.

12.4 Liability for software defects is excluded except for intent.

12.5 Software cannot be guaranteed error-free under all conditions. Warranty is limited to usability as described. Warranty period: 1 year.

13. Customer Responsibilities and Additional Costs

13.1 The Customer must ensure ordered equipment can be integrated into its plant.

13.2 The Customer is solely responsible for grid quality and safety.

13.3 The Customer must provide electrical specifications; otherwise, standard norms apply. Costs for incorrect or missing data are borne by the Customer.

13.4 Additional costs for special grid parameters are borne by the Customer.

13.5 For installation, the Customer must prepare all necessary conditions.

13.6 This includes staff, equipment, utilities, and site preparation.

13.7 The site must be prepared to allow proper installation.

13.8 The Customer bears costs for delays or measures due to unprepared sites.

14. Warranty Conditions

14.1 Defects due to material or workmanship reported within the warranty period will be repaired or replaced.

14.2 Warranty excludes defects caused by unauthorized modifications, force, wear, improper installation or use, violation of manuals, or poor maintenance.

14.3 FlexBio may refuse remedy if unreasonable costs arise; the Customer may then reduce the price or withdraw.

14.4 Warranty is excluded except in cases of intent, gross negligence, or guaranteed properties.

14.5 Warranty period begins with acceptance or deemed acceptance (latest 60 days after readiness notification).

14.6 Warranty period: 1 year. For CHP units, maximum of 16,000 operating hours.

14.7 Warranty does not cover customer-side systems or components.

15. Limitation Period

Unless otherwise provided, claims expire after one (1) year. Exceptions apply to § 438 I No. 2 BGB and § 634a I No. 2 BGB.

16. Pandemic Clause

16.1 Measures resulting from a WHO-declared pandemic may negatively affect delivery or services (e.g. high absence rates, shortages, transport restrictions, higher costs).

16.2 FlexBio is entitled to adjust schedules or charge additional reasonable costs if affected.

17. Place of Jurisdiction

The place of jurisdiction, to the extent permitted, is Göttingen, Germany.

18. Final Provisions, Governing Law, Severability

18.1 Relations are governed exclusively by German law, excluding CISG.

18.2 The Customer may not assign claims without FlexBio’s consent.

18.3 Should any provision be invalid, the remainder shall remain unaffected.

Note on Governing Law

These Terms and Conditions are governed by the laws of the Federal Republic of Germany. References to the “BGB” (Bürgerliches Gesetzbuch) refer to the German Civil Code, which is the central body of civil law in Germany. The BGB regulates, among other things, the law of obligations, contracts, property, and liability. Where provisions of these Terms and Conditions refer to sections of the BGB, the relevant German statutory rules shall apply.