Terms and Conditions

General Terms and Conditions

Version 12 October 2026

Download the General Terms and Conditions as PDF (English / German)

General Terms and Conditions of Sale and Delivery of Newmatik GmbH, Am Markt 1, 55619 Hennweiler, Germany (Local Court Bad Kreuznach, HRB 3460), hereinafter the "Supplier". Based on the General Conditions for the Supply of Products and Services of the Electrical and Electronics Industry (ZVEI).

These Terms apply only to entrepreneurs within the meaning of Section 14 German Civil Code (BGB), legal entities under public law and special funds under public law.

Article 1 – General Provisions

1. The legal relationship between Supplier and Customer in connection with the Supplier's deliveries and/or services (hereinafter "Deliveries") is governed exclusively by these Terms. The Customer's general terms and conditions apply only if and to the extent the Supplier has expressly agreed to them in writing. The scope of Deliveries is determined by the mutually consistent written declarations of both parties.
2. The Supplier reserves all property rights and copyrights in cost estimates, drawings and other documents (hereinafter "Documents"). Documents may be made accessible to third parties only with the Supplier's prior consent and must be returned without delay on request if the order is not placed with the Supplier. Sentences 1 and 2 apply accordingly to the Customer's Documents; these may, however, be made accessible to third parties to whom the Supplier has permissibly subcontracted Deliveries.
3. The Customer has the non-exclusive right to use standard software and firmware supplied by the Supplier with the agreed features, in unchanged form, on the agreed devices. The Customer may make one backup copy of standard software without express agreement. Firmware provided by the Customer remains the Customer's property.
4. Partial deliveries are permitted insofar as they are reasonable for the Customer.
5. The term "claims for damages" in these Terms also includes claims for reimbursement of futile expenses.

Article 2 – Prices, Terms of Payment and Set-off

1. Prices are ex works, excluding packaging, plus the applicable statutory value added tax and, for export deliveries, customs duties, fees and other public charges.
2. If the Supplier has undertaken installation or assembly and nothing else has been agreed, the Customer bears, in addition to the agreed remuneration, all necessary incidental costs such as travel and transport costs and allowances.
3. Payments are to be made free of charge to the Supplier's paying office.
4. The Customer may set off only claims that are undisputed or have been finally established by a court.
5. The Supplier expressly reserves the right to assign claims against the Customer.

Article 3 – Retention of Title

1. The items delivered (goods subject to retention of title) remain the Supplier's property until all claims the Supplier has against the Customer arising from the business relationship have been satisfied. If the value of all security interests held by the Supplier exceeds the amount of all secured claims by more than 20 %, the Supplier will release a corresponding part of the security interests at the Customer's request; the Supplier may choose which security interests to release.
2. While the retention of title subsists, the Customer may not pledge the goods or transfer them by way of security, and may resell them only to resellers in the ordinary course of business and only on condition that the reseller receives payment from its customer or makes the transfer of title to its customer conditional on that customer's payment.
3. If the Customer resells goods subject to retention of title, it hereby assigns to the Supplier by way of security its future claims against its customers arising from the resale, with all ancillary rights including any balance claims, without any further declaration being required. If the goods are resold together with other items without an individual price having been agreed for them, the Customer assigns to the Supplier that part of the total price claim that corresponds to the price of the goods invoiced by the Supplier.
4. (a) The Customer may process the goods or mix or combine them with other items. Processing is carried out for the Supplier. The Customer holds the resulting new item for the Supplier with the care of a prudent merchant. The new item is deemed goods subject to retention of title. (b) If the goods are combined or mixed with items not belonging to the Supplier, the Supplier acquires co-ownership of the new item in the proportion of the value of the goods to the value of the other items at the time of combination or mixing. (c) Paragraph 3 applies to the new item, but only up to the invoiced value of the goods processed, combined or mixed. (d) If the Customer combines the goods with real property or movable items, it also assigns to the Supplier by way of security its claim to remuneration for the combination, in the proportion of the value of the goods to the other combined goods.
5. Until revoked, the Customer is authorised to collect assigned claims arising from the resale. For good cause, in particular default in payment, suspension of payments, opening of insolvency proceedings or justified indications of over-indebtedness or impending insolvency, the Supplier may revoke this authorisation. After prior warning and a reasonable period, the Supplier may also disclose the assignment, realise the assigned claims and require the Customer to disclose the assignment to its customer.
6. The Customer must notify the Supplier without delay of any attachment, seizure or other intervention by third parties and, where a legitimate interest is shown, provide the information and documents required to assert the Supplier's rights against the customer.
7. In the event of a breach of duty by the Customer, in particular default in payment, the Supplier may, after a reasonable period set for performance has expired without result, take back the goods and withdraw from the contract; the statutory provisions on dispensing with a deadline remain unaffected. The Customer is obliged to surrender the goods. Taking back or asserting the retention of title or attaching the goods does not constitute withdrawal unless the Supplier expressly declares it.

Article 4 – Delivery Periods; Delay

1. Compliance with delivery periods requires timely receipt of all documents, approvals and releases to be provided by the Customer, in particular of drawings, bills of materials and firmware, as well as compliance with the agreed terms of payment and other obligations by the Customer. If these conditions are not met in time, the periods are extended appropriately, unless the Supplier is responsible for the delay.
2. If failure to meet deadlines is due to (a) force majeure, e.g. mobilisation, war, acts of terrorism, riot, epidemics or pandemics, measures by public authorities or similar events (e.g. strike, lockout); (b) virus or other attacks by third parties on the Supplier's IT systems, insofar as these occurred despite the customary care in protective measures; (c) obstacles arising from German, EU, US or other applicable national or international foreign trade law, embargoes or sanctions, or other circumstances for which the Supplier is not responsible; or (d) late or improper delivery to the Supplier, in particular allocation or discontinuation of components by their manufacturers, the periods are extended appropriately.
3. If the Supplier is in default, the Customer may – provided it shows credibly that it has suffered damage as a result – claim compensation of 0.5 % for each completed week of delay, but in total no more than 5 % of the price of that part of the Deliveries which could not be put to the intended use because of the delay.
4. Claims for damages by the Customer due to delay and claims for damages in lieu of performance exceeding the limits in paragraph 3 are excluded in all cases of delayed delivery, even after expiry of a deadline set for the Supplier. This does not apply in cases of liability for intent, gross negligence or injury to life, body or health. The Customer may withdraw from the contract within the statutory provisions only if the Supplier is responsible for the delay. This does not change the burden of proof to the Customer's detriment.
5. At the Supplier's request, the Customer must declare within a reasonable period whether it withdraws from the contract because of the delay or insists on delivery.
6. If dispatch or delivery is delayed at the Customer's request by more than one month after notification of readiness for dispatch, the Customer may be charged storage fees of 0.5 % of the price of the items for each further month or part thereof, up to a maximum of 5 % in total. Each party remains free to prove higher or lower storage costs.

Article 5 – Transfer of Risk

1. Risk passes to the Customer, even for carriage-paid deliveries, as follows: (a) for deliveries without installation or assembly, when they have been dispatched or collected; at the Customer's request and expense, the Supplier will insure the delivery against the usual transport risks; (b) for deliveries with installation or assembly, on the day of acceptance into the Customer's operation or, if agreed, after successful trial operation.
2. If dispatch, delivery, installation, acceptance or trial operation is delayed for reasons for which the Customer is responsible, or if the Customer is otherwise in default of acceptance, risk passes to the Customer.

Article 6 – Acceptance

The Customer may not refuse to accept Deliveries because of insignificant defects.

Article 7 – Defects as to Quality

The Supplier is liable for defects as to quality as follows:

1. All parts or services that show a defect as to quality whose cause already existed at the time of transfer of risk shall, at the Supplier's option, be repaired, replaced or performed again free of charge.
2. Claims for subsequent performance become time-barred 12 months after the statutory start of the limitation period; the same applies to withdrawal and price reduction. This period does not apply where the law prescribes longer periods under Sections 438(1) No. 2 (buildings and items for buildings), 445b (supplier recourse) and 634a(1) No. 2 (construction defects) BGB, in cases of intent, fraudulent concealment of the defect or non-compliance with a quality guarantee. The statutory provisions on suspension and recommencement of periods remain unaffected.
3. Notices of defects must be given in writing without delay, at the latest within two weeks, stating the specific complaint (cut-off period). The period begins on receipt for obvious defects and on discovery for hidden defects. Timely dispatch of the notice is sufficient. The obligations to inspect and give notice under Section 377 German Commercial Code (HGB) remain unaffected.
4. In the event of a notice of defects, the Customer may withhold payments to an extent proportionate to the defects, but only if the justification of the notice is beyond doubt. The Customer has no right of retention if its claims for defects are time-barred. If the notice was unjustified, the Supplier may demand reimbursement of its expenses from the Customer.
5. The Supplier must be given the opportunity to provide subsequent performance within a reasonable period.
6. If subsequent performance fails, the Customer may – without prejudice to any claims for damages under paragraph 10 – withdraw from the contract or reduce the remuneration.
7. There are no claims for defects in the case of only insignificant deviation from the agreed quality, only insignificant impairment of usability, natural wear and tear, or damage arising after transfer of risk from faulty or negligent handling, excessive stress, unsuitable equipment, or special external influences not assumed under the contract, nor for non-reproducible software errors. If the Customer or third parties make improper modifications or repairs, there are no claims for defects for these or the resulting consequences.
8. Claims for expenses required for subsequent performance, in particular transport, travel, labour and material costs, are excluded insofar as the expenses increase because the item was subsequently taken to a location other than the Customer's place of business, unless this corresponds to its intended use.
9. Recourse claims of the Customer against the Supplier under Sections 445a and 445b BGB exist only insofar as the Customer has not made agreements with its own customer going beyond the statutory claims for defects. Paragraph 8 applies accordingly to the scope of the recourse claim.
10. Claims for damages by the Customer due to a defect as to quality are excluded. This does not apply in the case of fraudulent concealment of the defect, non-compliance with a quality guarantee, injury to life, body or health, or intentional or grossly negligent breach of duty by the Supplier. This does not change the burden of proof to the Customer's detriment. Further or other claims of the Customer due to a defect as to quality than those governed in this Article 7 are excluded.

Article 8 – Industrial Property Rights and Copyrights; Defects of Title

1. Unless otherwise agreed, the Supplier must provide the Deliveries free of third-party industrial property rights and copyrights (hereinafter "Property Rights") only in the country of the place of delivery. If a third party raises justified claims against the Customer for infringement of Property Rights by Deliveries used in accordance with the contract, the Supplier is liable to the Customer within the period specified in Article 7 No. 2 as follows: (a) at its option and expense, the Supplier will obtain a right of use, modify the Deliveries so that the Property Right is not infringed, or replace them; if this is not possible on reasonable terms, the Customer has the statutory rights of withdrawal or price reduction; (b) the Supplier's obligation to pay damages is governed by Article 11; (c) these obligations exist only if the Customer notifies the Supplier in writing without delay of the claims asserted, does not acknowledge an infringement and leaves all defensive measures and settlement negotiations to the Supplier.
2. Claims of the Customer are excluded insofar as it is responsible for the infringement, or insofar as the infringement is caused by the Customer's specifications (in particular its designs, layouts, bills of materials or firmware), by a use not foreseeable by the Supplier, or by the Customer modifying the Delivery or using it together with products not supplied by the Supplier. In such cases the Customer shall indemnify the Supplier against third-party claims.
3. For the Customer's claims under No. 1(a), Article 7 Nos. 4, 5 and 9 apply accordingly. In the case of other defects of title, Article 7 applies accordingly. Further or other claims of the Customer due to a defect of title are excluded.

Article 9 – Manufacturing to Customer Specifications

1. Where the Supplier manufactures according to the Customer's documents, specifications, bills of materials, firmware or materials provided by the Customer, the Customer is responsible for their correctness, completeness and suitability and for the design and conformity of the end product. The Supplier owes manufacture in accordance with these specifications and, unless otherwise agreed, IPC-A-610 Class 2.
2. Unless otherwise agreed in writing, Deliveries comply with Directive 2011/65/EU (RoHS) and Regulation (EC) No 1907/2006 (REACH). The Supplier is responsible for the process materials it uses; the conformity of components procured according to the Customer's specification is based on the declarations of their manufacturers. Assemblies that are not RoHS compliant are manufactured only on the Customer's express order.
3. If the Customer places the product on the market under its own name or trademark, it is the manufacturer within the meaning of product safety, CE and cybersecurity legislation, in particular Regulation (EU) 2024/2847 (Cyber Resilience Act). The Supplier does not assume any manufacturer's obligations.
4. Components procured by the Supplier on the basis of the Customer's orders or binding forecasts, including quantities resulting from minimum order quantities and packaging units, must be taken over by the Customer at the Supplier's cost price plus a handling surcharge of 10 % if the order is cancelled or changed or the components cannot be used because of a change requested by the Customer.
5. The Customer bears the risk for materials it provides. The Supplier is not liable for defects in materials provided by the Customer; customary process losses are borne by the Customer.

Article 10 – Export Control and Sanctions

1. Performance of the contract is subject to the proviso that no obstacles arise from German, EU, US or other applicable national or international foreign trade law, and that no embargoes or other sanctions apply.
2. The Customer must provide all information and documents required for export, transfer or import, including end-use and end-user declarations on request.
3. The Customer shall not sell, export or re-export, directly or indirectly, to the Russian Federation or for use in the Russian Federation any goods supplied under or in connection with this contract that fall under the scope of Article 12g of Council Regulation (EU) No 833/2014. The same applies to the Republic of Belarus under Article 8g of Council Regulation (EC) No 765/2006.
4. The Customer shall undertake its best efforts to ensure that the purpose of paragraph 3 is not frustrated by any third parties further down the commercial chain, including possible resellers, and shall set up and maintain an adequate monitoring mechanism. The Customer shall inform the Supplier without delay of any problems in applying paragraphs 3 and 4, including relevant activities by third parties that could frustrate their purpose, and shall provide information on compliance on request within two weeks.
5. Any breach of paragraphs 3 or 4 constitutes a material breach of an essential element of the contract. The Supplier is then entitled to withdraw from or terminate the contract without notice and to claim damages. In addition, the Customer shall pay a contractual penalty of 20 % of the total value of the contract or of the price of the goods exported, whichever is higher; further claims remain unaffected. The Customer shall indemnify the Supplier against all claims and sanctions of authorities and third parties arising from such a breach.
6. The Customer warrants that neither it nor its shareholders, managing directors or beneficial owners are listed on any EU, UN, UK or US sanctions list, and that it is not owned or controlled by listed persons or entities. It shall inform the Supplier without delay of any change.

Article 11 – Other Claims for Damages; Impossibility; Adaptation of Contract

1. Unless otherwise provided in these Terms, claims for damages by the Customer, on whatever legal grounds, in particular for breach of duties arising from the obligation and in tort, are excluded.
2. This does not apply in cases of liability (a) under the Product Liability Act, (b) for intent, (c) for gross negligence of owners, legal representatives or executives, (d) for fraud, (e) for failure to comply with a guarantee given, (f) for culpable injury to life, body or health, or (g) for culpable breach of essential contractual obligations. Damages for breach of essential contractual obligations are, however, limited to the foreseeable damage typical for the contract, unless another of the above cases applies.
3. If delivery is impossible, the Customer may claim damages unless the Supplier is not responsible for the impossibility. The claim is limited to 10 % of the value of that part of the Delivery which cannot be put to its intended use because of the impossibility; this limitation does not apply in cases of liability for intent, gross negligence or injury to life, body or health. The Customer's right to withdraw from the contract remains unaffected.
4. If events within the meaning of Article 4 No. 2 (a) to (c) significantly change the economic significance or content of the Delivery or significantly affect the Supplier's business, the contract shall be adapted appropriately in good faith. If this is not economically justifiable, the Supplier may withdraw from the contract; the same applies if required export licences are not granted or cannot be used. The Supplier shall notify the Customer of the withdrawal without delay after recognising the significance of the event.
5. This does not change the burden of proof to the Customer's detriment.

Article 12 – Confidentiality and Data Protection

1. Both parties shall keep confidential all business and technical information of the other party, in particular design data, layouts and firmware, and use it only for the purpose of the contract. This obligation continues for five years after the end of the business relationship.
2. The parties process personal data in accordance with Regulation (EU) 2016/679 (GDPR).

Article 13 – Place of Jurisdiction, Applicable Law, Final Provisions

1. If the Customer is a merchant, the sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the Supplier's registered office. The Supplier is, however, also entitled to bring an action at the Customer's registered office.
2. The contract, including its interpretation, is governed by German law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
3. Should individual provisions be legally invalid, the remainder of the contract remains binding. This does not apply if adherence to the contract would constitute an unreasonable hardship for one party.
4. In the event of discrepancies between the German and the English version of these Terms, the German version prevails.