Terms and Conditions

Terms and Conditions

As of May 7, 2025

This is a machine translation. In case of doubt, the original German document shall prevail.

Terms and Conditions of Newmatik GmbH, Am Markt 1, 55619 Hennweiler, Germany, place of jurisdiction Bad Kreuznach, Germany HRB 3460; hereinafter referred to as the Company. Based on the General Terms and Conditions for the Supply of Products and Services of the Electrical Industry for Use in Business Transactions with Entrepreneurs, ZVEI 2011.

Article 1: General Provisions

1. These General Terms and Conditions shall apply exclusively to the legal relationship between the Supplier and the Customer in connection with the deliveries and/or services of the Supplier (hereinafter referred to as “Deliveries”). The Customer's general terms and conditions shall only apply insofar as the Supplier has expressly agreed to them in writing. The scope of the Deliveries shall be determined by the mutually agreed written declarations.
2. The supplier reserves all property rights and copyrights to cost estimates, drawings, and other documents (hereinafter referred to as “documents”). The documents may only be made accessible to third parties with the prior consent of the supplier and, if the order is not placed with the supplier, must be returned to the supplier immediately upon request. Sentences 1 and 2 shall apply mutatis mutandis to documents of the customer; however, these may be made accessible to third parties to whom the supplier has permissibly transferred deliveries.
3. The customer shall have the non-exclusive right to use standard software and firmware with the agreed performance characteristics in unmodified form on the agreed devices. The customer may make a backup copy of the standard software without express agreement.
4. Partial deliveries are permissible insofar as they are reasonable for the customer.
5. The term “claims for damages” in these General Terms and Conditions also includes claims for reimbursement of futile expenses.

Article 2: Prices, terms of payment, and offsetting

1. Prices are ex works, excluding packaging, plus the applicable statutory value-added tax, and for export deliveries, plus customs duties, fees, and other public charges.
2. If the supplier has undertaken installation or assembly and nothing else has been agreed, the customer shall bear all necessary ancillary costs such as travel and transport costs and allowances in addition to the agreed remuneration.
3. Payments shall be made free to the supplier's place of payment.
4. The customer may only offset claims that are undisputed or have been legally established.
5. The company expressly reserves the right to assign claims against the customer.

Article 3: Retention of title

1. The items delivered (reserved goods) remain the property of the supplier until all claims against the customer arising from the business relationship have been settled. If the value of all security interests to which the supplier is entitled exceeds the amount of all secured claims by more than 20%, the supplier shall, at the request of the customer, release a corresponding portion of the security interests; the supplier shall be entitled to choose between different security interests when releasing them.
2. During the period of the retention of title, the customer is prohibited from pledging or transferring ownership by way of security, and resale is only permitted to resellers in the ordinary course of business and only on condition that the reseller receives payment from its customer or makes the reservation that ownership is only transferred to the customer once the latter has fulfilled its payment obligations.
3. If the customer resells goods subject to retention of title, he hereby assigns to the supplier, by way of security, his future claims against his customers arising from the resale, including all ancillary rights, including any balance claims, without the need for further special declarations. If the goods subject to retention of title are resold together with other items without an individual price having been agreed for the goods subject to retention of title, the customer shall assign to the supplier that part of the total price claim which corresponds to the price invoiced by the supplier for the goods subject to retention of title.
   • The customer is permitted to process the goods subject to retention of title or to mix or combine them with other items. Processing shall be carried out on behalf of the supplier. The customer shall store the new item created in this way for the supplier with the care of a prudent businessman. The new item shall be deemed to be goods subject to retention of title.
   • The supplier and the customer hereby agree that, in the event of combination or mixing with other items not belonging to the supplier, the supplier shall in any case be entitled to co-ownership of the new item in proportion to the ratio of the value of the combined or mixed reserved goods to the value of the remaining goods at the time of combination or mixing. The new item shall be deemed to be reserved goods in this respect.
   • The provision on the assignment of claims in No. 3 shall also apply to the new item. However, the assignment shall only apply up to the amount corresponding to the value of the processed, combined, or mixed reserved goods invoiced by the supplier.
   • If the customer combines the reserved goods with real estate or movable property, he shall, without the need for further special declarations, also assign to the supplier, by way of security, his claim to which he is entitled as remuneration for the combination, with all ancillary rights, in the ratio of the value of the combined reserved goods to the other combined goods at the time of combination. 5. Until revoked, the customer is authorized to collect assigned claims from the resale. If there is an important reason, in particular in the event of default in payment, suspension of payments, opening of insolvency proceedings, bill protest, or justified indications of over-indebtedness or imminent insolvency of the customer, the supplier is entitled to revoke the customer's authorization to collect. In addition, the supplier may, after giving prior notice and observing a reasonable period of time, disclose the assignment for security, realize the assigned claims, and demand that the customer disclose the assignment for security to the customer. 6. In the event of seizures, confiscations, or other dispositions or interventions by third parties, the customer shall notify the supplier immediately. If a legitimate interest can be substantiated, the purchaser shall immediately provide the supplier with the information necessary to assert its rights against the customer and hand over the necessary documents. 7. In the event of breaches of duty by the customer, in particular in the event of default in payment, the supplier shall be entitled, after the expiry of a reasonable period set for performance, to withdraw from the contract in addition to taking back the goods; the statutory provisions on the dispensability of a notice period shall remain unaffected. The customer shall be obliged to surrender the goods. The taking back or assertion of the retention of title or the seizure of the goods subject to retention of title by the supplier does not constitute a withdrawal from the contract, unless the supplier has expressly declared this.

Article 4: Delivery periods; default

1. Compliance with delivery deadlines requires the timely receipt of all documents to be provided by the customer, necessary approvals and releases, in particular plans, as well as compliance with the agreed payment terms and other obligations by the customer. If these conditions are not met in a timely manner, the deadlines shall be extended accordingly; this shall not apply if the supplier is responsible for the delay.
2. If the failure to meet the deadlines is due to
   • force majeure, e.g., mobilization, war, acts of terrorism, riots, or similar events (e.g., strikes, lockouts),
   • virus and other attacks by third parties on the supplier's IT system, insofar as these occurred despite the usual care taken in protective measures,
   • obstacles due to German, US, or other applicable national, EU, or international foreign trade regulations or due to other circumstances for which the supplier is not responsible, or
   • late or improper delivery to the supplier, the deadlines shall be extended accordingly. 3. If the supplier is in default, the customer may – provided it can prove that it has incurred damage as a result – demand compensation for each completed week of default of 0.5%, but in total no more than 5% of the price for the part of the deliveries that could not be used for its intended purpose due to the default.
3. Both claims for damages by the purchaser due to delay in delivery and claims for damages in lieu of performance which exceed the limits specified in No. 3 shall be excluded in all cases of delayed delivery, even after expiry of a delivery period set for the supplier. This shall not apply in cases of intent, gross negligence or injury to life, limb or health. The customer may only withdraw from the contract within the scope of the statutory provisions if the delay in delivery is for which the supplier is responsible. The above provisions do not imply a reversal of the burden of proof to the detriment of the customer. 5. At the supplier's request, the customer shall declare within a reasonable period of time whether it withdraws from the contract due to the delay in delivery or insists on delivery. 6. If shipment or delivery is delayed by more than one month after notification of readiness for shipment at the request of the purchaser, the purchaser may be charged storage fees of 0.5% of the price of the delivery items for each additional month or part thereof, up to a maximum of 5% in total. The contracting parties shall be free to prove higher or lower storage costs.

Article 5: Transfer of risk

1. Even in the case of carriage paid delivery, the risk shall pass to the customer as follows:
   • in the case of delivery without installation or assembly, when the goods have been dispatched or collected. At the request and expense of the customer, the supplier shall insure the delivery against the usual transport risks;
   • in the case of delivery with installation or assembly, on the day of acceptance into the customer's own operations or, if agreed, after successful trial operation. 2. If shipment, delivery, commencement, execution of installation or assembly, acceptance into the customer's own operations or trial operation is delayed for reasons for which the customer is responsible, or if the customer is in default of acceptance for other reasons, the risk shall pass to the customer.

Article 6: Acceptance

The customer may not refuse to accept deliveries due to minor defects.

Article 7: Material defects

The supplier shall be liable for material defects as follows:

1. All parts or services that show a material defect shall be repaired, replaced, or re-performed free of charge at the supplier's discretion, provided that the cause of the defect already existed at the time of the transfer of risk.
2. Claims for subsequent performance shall become time-barred 12 months after the start of the statutory limitation period; the same shall apply to withdrawal and reduction. This period shall not apply if the law prescribes longer periods in accordance with Sections 438 (1) No. 2 (buildings and items for buildings), 479 (1) (right of recourse) and 634a (1) No. 2 BGB (construction defects), in cases of intent, fraudulent concealment of the defect, and in the event of non-compliance with a quality guarantee. The statutory provisions on suspension, interruption, and restart of the periods remain unaffected.
3. The customer must notify us of any defects in writing without delay, but no later than two weeks after discovery, specifying the specific complaints (preclusive period). In the case of obvious defects, the period begins upon receipt by the customer; in the case of hidden defects, it begins upon discovery. The timely dispatch of the notification of defects is sufficient to comply with the deadline.
4. In the event of complaints, payments by the customer may be withheld to an extent that is in reasonable proportion to the material defects that have occurred. The customer may only withhold payments if a complaint is made about which there can be no doubt as to its justification. The customer shall have no right of retention if his claims for defects are time-barred. If the complaint is unjustified, the supplier is entitled to demand reimbursement of the expenses incurred from the customer.
5. The supplier shall be given the opportunity to remedy the defect within a reasonable period of time.
6. If the remedy fails, the customer may – without prejudice to any claims for damages pursuant to paragraph 10 – withdraw from the contract or reduce the remuneration.
7. Claims for defects shall not exist in the case of only insignificant deviations from the agreed quality, only insignificant impairment of usability, natural wear and tear or damage arising after the transfer of risk as a result of faulty or negligent handling, excessive strain, unsuitable operating materials, defective construction work, unsuitable building ground or due to special external influences which are not assumed under the contract, as well as in the case of non-reproducible software errors. If the customer or third parties carry out improper modifications or repair work, no claims for defects shall exist for these and the resulting consequences.
8. Claims by the customer for expenses necessary for subsequent performance, in particular transport, travel, labor, and material costs, are excluded if the expenses increase because the delivery item has subsequently been moved to a location other than the customer's place of business, unless the move corresponds to its intended use.
9. Recourse claims of the customer against the supplier in accordance with § 478 BGB (recourse of the entrepreneur) shall only exist to the extent that the customer has not made any agreements with its customer that go beyond the statutory claims for defects. No. 8 shall also apply mutatis mutandis to the scope of the customer's recourse claim against the supplier in accordance with § 478 (2) BGB.
10. Claims for damages by the customer due to a material defect are excluded. This does not apply in the event of fraudulent concealment of the defect, non-compliance with a quality guarantee, injury to life, limb or health, or intentional or grossly negligent breach of duty by the supplier. The above provisions do not imply a reversal of the burden of proof to the detriment of the customer. Further claims by the customer for material defects other than those regulated in this Article 11 are excluded.

Article 8: Industrial property rights and copyrights; legal defects

1. Unless otherwise agreed, the Supplier shall be obliged to deliver the goods free of industrial property rights and copyrights of third parties (hereinafter referred to as “property rights”) only in the country of the place of delivery. If a third party asserts justified claims against the purchaser due to the infringement of property rights by deliveries made by the supplier and used in accordance with the contract, the supplier shall be liable to the purchaser within the period specified in Article 11 No. 2 as follows:
   • At its own expense, the supplier shall, at its discretion, either obtain a right of use for the deliveries in question, modify them so that the property right is not infringed, or replace them. If this is not possible for the supplier under reasonable conditions, the customer shall be entitled to the statutory rights of withdrawal or reduction.
   • The supplier's obligation to pay damages shall be governed by Article 11.
   • The above obligations of the supplier shall only apply if the customer informs the supplier immediately in writing of the claims asserted by the third party, does not acknowledge any infringement, and reserves all rights to defend itself and negotiate a settlement. If the customer ceases to use the delivery for reasons of mitigation of damage or other important reasons, it shall be obliged to inform the third party that the cessation of use does not imply any acknowledgment of an infringement of property rights.
2. Claims by the customer are excluded if he is responsible for the infringement of property rights.
3. Claims by the customer are also excluded if the infringement of property rights is caused by special specifications of the customer, by an application not foreseeable by the supplier, or by the fact that the delivery has been modified by the customer or used in conjunction with products not supplied by the supplier.
4. In the event of infringements of property rights, the provisions of Article 11 Nos. 4, 5, and 9 shall apply mutatis mutandis to the claims of the customer regulated in No. 1a).
5. In the event of other legal defects, the provisions of Article 11 shall apply mutatis mutandis.
6. Any further claims of the customer against the supplier and its vicarious agents for a legal defect other than those regulated here are excluded.

Article 9: Reservation of performance

1. The fulfillment of the contract is subject to the proviso that there are no obstacles due to German, US, or other applicable national, EU, or international foreign trade regulations, as well as no embargoes or other sanctions.
2. The customer is obligated to provide all information and documents required for export, transport, or import.

Article 10: Impossibility, contract adjustment

1. If delivery is impossible, the customer is entitled to claim damages unless the supplier is not responsible for the impossibility. However, the customer's claim for damages is limited to 10% of the value of that part of the delivery which cannot be used for its intended purpose due to the impossibility. This limitation shall not apply in cases of intent, gross negligence, or injury to life, limb, or health; this shall not imply a change in the burden of proof to the detriment of the customer. The customer's right to withdraw from the contract shall remain unaffected.
2. 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 operations, the contract shall be adjusted appropriately in good faith. If this is not economically reasonable, the supplier shall be entitled to withdraw from the contract. The same shall apply if necessary export licenses are not granted or cannot be used. If the supplier intends to exercise this right of withdrawal, it shall notify the purchaser immediately after becoming aware of the significance of the event, even if an extension of the delivery period had initially been agreed with the purchaser.

Article 11: Other claims for damages; limitation period

3. Unless otherwise provided in these General Terms and Conditions, claims for damages by the customer, regardless of the legal basis, in particular due to breach of obligations arising from the contractual relationship and from tort, are excluded.
4. This does not apply to the extent that liability is assumed as follows:
   • under the Product Liability Act,
   • in the case of intent,
   • in the event of gross negligence on the part of owners, legal representatives or executive employees,
   • in the event of malice,
   • in the event of non-compliance with an assumed guarantee,
   • due to culpable injury to life, limb or health, or
   • due to culpable breach of essential contractual obligations. However, claims for damages for the breach of essential contractual obligations shall be limited to the foreseeable damage typical for the contract, unless one of the other cases mentioned above applies. 3. The above provisions do not imply a change in the burden of proof to the detriment of the customer.

Article 12: Place of jurisdiction and applicable law

1. If the customer is a merchant, the sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the registered office of the supplier. However, the supplier shall also be entitled to bring an action at the customer's place of business.
2. This contract, including its interpretation, shall be governed by German law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Article 13: Binding nature of the contract

The contract shall remain binding in its remaining parts even if individual provisions are legally invalid. This shall not apply if adherence to the contract would constitute an unreasonable hardship for one party.

Article 14: Supplementary conditions

1. Since assembled printed circuit boards are manufactured according to customer specifications:
   • we reserve the right to deliver +/- 10% of the quantity ordered,
   • these printed circuit boards cannot be returned after delivery,
   • orders cannot be canceled and delivery dates cannot be postponed without the consent of Newmatik.
2. An order placed by the customer shall only be recognized and become binding upon written confirmation of the order.
3. We reserve the right to subcontract all or part of the services to subcontractors.
4. In the event of significant price deviations due to supplier or manufacturer price increases, currency fluctuations, or other unforeseen circumstances, such that the stocks used are no longer available or the suppliers of the offers used for the calculation are no longer able to comply due to expired offer validity, we reserve the right to adjust the price in consultation with the customer.
5. Parts provided by the customer must be made available free of charge at least 3 days before the start of production in order to avoid delivery delays. Components must be marked with the customer's part number or Newmatik part number. SMD components must be delivered in trays, rods, or full rolls. A maximum of 2 belt sections per bill of materials item is permitted. Bulk goods will not be accepted. The customer must provide at least 5-10% (at least 5 components) of SMD components that are required during setup and production in order to avoid production interruptions due to missing parts. This quantity can be reduced in consultation with Newmatik.
6. The maximum framework agreement term is 12 months. The entire quantity must be called off within the term. An extension is only possible by agreement. Partial deliveries that deviate from the agreed delivery batch size are only possible by agreement. Fixed delivery dates for 12 months must be specified when placing the framework order. The framework agreement quantity is binding. Under- or over-delivery is only possible by agreement. Withdrawal or changes to items during the framework agreement period are only possible by agreement. Finished parts and semi-finished parts must be accepted in quantities of up to 3 production batches. Individual components that are not installed will be sold to the customer at Newmatik's purchase price plus a flat rate of 10% for material overheads. No bonus agreements or discounts apply to such material sales. No safety stock agreed. At the customer's request, a delivery batch can be stored when the order is placed. Storage costs of 10% will be charged to the customer separately for the stored assemblies over a period of 12 months.
7. Unless otherwise agreed in writing, the following quality guidelines apply
   • Manufacture of the printed circuit board in accordance with industry standard IPC-A-600 Class 2
   • Assembly of the printed circuit board in accordance with industry standard IPC-A-610 Class 2
   • Quality management system in accordance with ISO 9001:2015
   • RoHS-compliant (lead-free) in accordance with ROHS Directive 2011/65/EU
   • REACH compliant in accordance with REACH Regulation (EC) No. 1907/2006
   • Packaging in accordance with DIN EN 61340-5-1:2017-07s
8. Unless otherwise agreed in writing, the following restrictions apply
   • No conflict materials (Conflict Materials Policy Statement)
   • Goods without preferential origin (no EU/EEA supplier declaration)
   • No restrictions for ATEX, UL / CSA
   • No CofC, factory certificate, FAI, PPAP or IMDS required
   • No automotive, aviation or medical products