General terms and conditions

As of 1 January 2026 · applies to business with companies · translation, the German version prevails

§ 1 Scope

1.1 These General Terms and Conditions of Sale, Delivery and Services (hereinafter “GTC”) apply to all deliveries, services and offers of Melectric Systems GmbH, Straßlach (hereinafter “Melectric”) to its customers (hereinafter “Customer”). They apply in particular to the sale of sensors, telemetry systems, torque shafts and accessories, to development, application, calibration and service work, and to the provision of software and firmware.

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

1.3 These GTC apply exclusively. Conflicting, deviating or supplementary terms and conditions of the Customer do not become part of the contract, even if Melectric does not expressly object to them or delivers or performs without reservation in the knowledge of such terms. This also applies if the Customer refers to its own terms in its order or declaration of acceptance.

1.4 These GTC, in their current version, also apply to all future transactions with the Customer without Melectric having to refer to them again in each individual case. The current version is available at melectric-systems.de/agb.

1.5 Individual agreements made with the Customer in a specific case (including collateral agreements, supplements and amendments) take precedence over these GTC. Their content is determined by Melectric’s order confirmation or a confirmation in text form.

§ 2 Offers, conclusion of contract, product information

2.1 Melectric’s offers are subject to change and non-binding unless they are expressly designated as binding. Binding offers are valid for four weeks from the date of the offer unless the offer states otherwise.

2.2 The Customer’s order is a binding offer. A contract is concluded only upon Melectric’s order confirmation in text form (email is sufficient) or upon execution of the delivery. The content of the order confirmation determines the content of the contract. The Customer shall check the order confirmation without undue delay and object to any deviations from its order in text form within three working days; otherwise the content of the order confirmation is deemed agreed.

2.3 Information in data sheets, catalogues, price lists, presentations, drawings and other product information (whether in electronic or other form) and information given during contract negotiations constitutes an agreement on quality only if it is expressly designated as a contractual specification in the order confirmation or attached to it as an annex. Technical data such as measuring range, accuracy, linearity, temperature range, sampling rate and degree of protection apply under the reference conditions stated in the respective data sheet.

2.4 Melectric assumes guarantees of quality, guarantees of durability and assurances of characteristics only if they are expressly designated as a “guarantee” in text form. Public statements, promotional claims or advertising do not constitute a statement of quality.

2.5 Melectric reserves the right to make technical changes (in particular changes to components, firmware and production) insofar as they do not impair the agreed function and specification and are reasonable for the Customer.

2.6 Melectric reserves all property rights and copyrights to offers, drawings, calculations, cost estimates, concepts and other documents; they may not be made accessible to third parties without Melectric’s consent and must be returned on request if no order is placed.

§ 3 Intended use, safety responsibility of the Customer

3.1 Melectric’s products are measurement and telemetry systems for acquiring, transmitting and recording physical quantities (in particular torque, force, strain, temperature and rotational speed) for test bench, development, testing and monitoring applications. Unless expressly agreed otherwise in text form in an individual case, they are not developed, qualified or approved as safety components within the meaning of the Machinery Regulation (EU) 2023/1230, as safety-related systems under IEC 61508 / ISO 26262 / ISO 13849, or for use as the sole basis of protective, control or regulating functions.

3.2 The Customer is solely responsible for checking the suitability of the products for its intended application, the operating environment and the applicable standards and regulations. Melectric does not owe any review of the Customer’s application unless this has been expressly agreed as a service.

3.3 For technical reasons, measurement data may be incorrect, delayed, interrupted or unavailable, for example due to radio interference, electromagnetic interference, interruption of the power supply, sensor drift, mechanical overload, temperature effects, wear or failure of individual components. The Customer shall take this into account when integrating the products into its plants, vehicles, test benches or systems and shall ensure, by its own measures independent of the products, that incorrect, missing or implausible measurement data cannot lead to personal injury, damage to property or financial loss. This includes in particular:

• fail-safe concepts, emergency shutdowns and safe states that are triggered in the event of signal loss, timeout, status errors or values outside the specified measuring range;
• plausibility checks and limit value monitoring of the measurement data before they are used in control or regulating functions;
• redundant or diverse measurement or monitoring insofar as safety-relevant decisions depend on measurement data;
• mechanical protection of test specimens and plants against overload, overspeed and breakage, independently of the measurement data;
• compliance with the operating instructions and the assembly and safety instructions supplied by Melectric, in particular regarding speed, torque, temperature and environmental limits and the balance quality and fastening of rotating components;
• regular inspection, calibration and maintenance of the products in accordance with Melectric’s specifications.

3.4 Use of the products in applications in which a failure or malfunction can directly endanger life or limb (in particular vehicle safety in road traffic, aviation, medical technology, nuclear facilities, passenger transport) is permitted only if Melectric has consented to it in text form and the requirements are specified in the order confirmation. If the Customer uses the products in such applications without this consent, it shall indemnify Melectric against all resulting third-party claims.

3.5 The Customer is responsible for the proper assembly, application, commissioning, parameterisation and operation of the products unless Melectric has expressly undertaken these services. Where Melectric performs assembly or application services, the Customer remains responsible for the suitability and strength of the component on which the measurement takes place and for the release of the overall system.

3.6 If the Customer breaches its obligations under this § 3, claims against Melectric for damage that would have been avoided had these obligations been observed are excluded; § 12.2 remains unaffected.

§ 4 Delivery, delivery periods, force majeure

4.1 Delivery periods and dates are binding only if Melectric has expressly designated them as binding in the order confirmation. Otherwise, delivery information consists of estimated dates.

4.2 Delivery periods begin upon receipt of the order confirmation, but not before all technical and commercial details have been fully clarified, all documents, data, approvals, Customer Supplies and permits to be provided by the Customer have been received in good time, and any agreed down payment has been received. Subsequent requests by the Customer for changes or additions extend the delivery period by a reasonable amount.

4.3 The delivery period is met if the product has left the factory or readiness for dispatch has been notified by the end of the period.

4.4 Melectric is entitled to make partial deliveries and render partial services insofar as these are reasonable for the Customer, the partial delivery can be used by the Customer within the scope of the contractual purpose and the Customer does not incur significant additional expense as a result.

4.5 Delivery periods are extended by a reasonable amount in the event of force majeure and other circumstances for which Melectric is not responsible that make production or delivery substantially more difficult or impossible. These include in particular strikes, lockouts, pandemics and epidemics, war, terrorism, natural disasters, fire, shortages of energy and raw materials, measures by public authorities, export and import restrictions, sanctions, cyberattacks, disruptions of transport and communication networks, and late or improper delivery by suppliers, provided that Melectric has concluded a congruent hedging transaction. Melectric will inform the Customer without undue delay of the beginning and the expected end of such circumstances. If the impediment lasts longer than three months, both parties are entitled to withdraw from the contract with respect to the part not yet performed; in this case there are no claims for damages.

4.6 If the Customer is in default of acceptance or breaches other obligations to cooperate, Melectric is entitled to demand compensation for the resulting damage, including additional expenses. For the storage of products ready for dispatch, Melectric may charge a lump sum of 0.5% of the net invoice value for each week or part thereof, but no more than 5% in total; both parties reserve the right to prove higher or lower damage.

§ 5 Transfer of risk, shipping, packaging

5.1 Unless otherwise agreed, delivery is made EXW Straßlach in accordance with Incoterms 2020. Agreed trade terms are interpreted in accordance with the Incoterms valid at the time the contract is concluded.

5.2 The risk of accidental loss and accidental deterioration passes to the Customer upon notification of readiness for dispatch, but no later than upon handover to the freight forwarder, carrier or other person designated to carry out the shipment. This also applies to partial deliveries and where Melectric has undertaken additional services (e.g. shipping, assembly, commissioning).

5.3 If shipment or handover is delayed for reasons for which the Customer is responsible, the risk passes to the Customer upon notification of readiness for dispatch.

5.4 Unless the Customer gives instructions, Melectric selects the shipping route, method of shipment and packaging at its due discretion. Melectric takes out transport insurance only at the Customer’s express request and expense.

5.5 The Customer shall report transport damage to the carrier without undue delay and notify Melectric of it in text form within three working days so that claims against the carrier can be preserved.

5.6 Transport and other packaging is not taken back unless otherwise required by law. The Customer disposes of it at its own expense. Reusable transport containers for torque shafts or telemetry units remain the property of Melectric and must be returned without undue delay.

§ 6 Prices, payment, set-off, security

6.1 Prices are EXW Straßlach, excluding packaging, freight, postage, insurance, customs duties and other incidental costs, plus the applicable statutory VAT. The prices stated in the order confirmation are decisive.

6.2 The agreed prices are based on the costs of materials, components, energy, freight, customs duties and wages applicable at the time the contract is concluded. If more than two months elapse between conclusion of the contract and the agreed delivery date, if the contract is a continuing obligation or a framework or call-off contract, or if delivery is delayed for reasons for which the Customer is responsible, Melectric is entitled to adjust the price if and to the extent that these costs have changed after conclusion of the contract. For framework and call-off contracts, this applies to each call-off separately. The adjustment is made to the extent of the change in costs relative to their share of the total price; cost reductions are taken into account on the same basis. Melectric notifies the adjustment in text form and, on request, explains the essentials of the calculation. If the increase exceeds 15% of the agreed price, the parties shall first negotiate an adjustment of the delivery date, scope of performance or price; if no agreement is reached within two weeks, the Customer may withdraw from the contract in text form within a further week, limited to the part of the delivery that is not yet in production and for which no customer-specific material has yet been procured. Claims for damages by the Customer due to the price adjustment or the withdrawal are excluded. Melectric is entitled to agree a price escalation clause (e.g. linked to metal, electronics or energy indices) or a price reservation until readiness for dispatch in the offer or order confirmation; such an individual agreement takes precedence over this provision.

6.3 Unless otherwise agreed, invoices are payable in euros without deduction within 14 days of the invoice date. For customer-specific products and development services, the payment schedule under § 7.2 applies. Melectric is entitled to send invoices electronically.

6.4 Upon expiry of the payment period, the Customer is in default without further reminder. During the default, interest is payable on the purchase price at the statutory default interest rate (currently nine percentage points above the base rate, Section 288 (2) BGB); Melectric reserves the right to claim the lump sum under Section 288 (5) BGB and further damage caused by default.

6.5 The Customer is entitled to rights of set-off and retention only insofar as its counterclaims are undisputed, have been finally established by a court or are ready for decision. The Customer’s rights of retention on account of defects arising from the same contractual relationship remain unaffected insofar as they are reasonably proportionate to the defect.

6.6 If, after conclusion of the contract, it becomes apparent that Melectric’s claim to payment is jeopardised by the Customer’s inability to pay (in particular in the event of default in payment, an application to open insolvency proceedings, a negative credit report or non-payment of cheques or direct debits), Melectric is entitled to carry out outstanding deliveries and services only against advance payment or the provision of security, to declare open claims from the business relationship immediately due and, after a deadline has expired without result, to withdraw from the contract (Section 321 BGB).

6.7 Melectric is entitled to demand advance payment or a down payment from customers abroad and for first orders.

§ 7 Customer-specific products, development and services

7.1 Customer-specific products are products that are designed, adapted or manufactured according to the Customer’s requirements, drawings or specifications or for its individual application (in particular torque shafts, sensor applications, adapted telemetry units, special calibrations and firmware adaptations). The Customer is responsible for the correctness and completeness of its requirements; Melectric checks them only for obvious errors.

7.2 Unless otherwise agreed, the following payment schedule applies to customer-specific products and development services: 50% upon order confirmation and 50% upon notification of readiness for dispatch or acceptance, each payable within 14 days of the invoice date. Delivery or handover takes place only after receipt of the second instalment.

7.3 Melectric performs development services according to the scope of services agreed when the contract was concluded (requirements specification, functional specification, offer). Requests by the Customer for changes or extensions become effective only if Melectric has confirmed them in text form; Melectric may demand an adjustment of remuneration and deadlines for this. Where development services are agreed on a time-and-materials basis, Melectric’s hourly rates current at the time apply, plus travel costs and expenses.

7.4 Development services are technically demanding projects whose outcome cannot always be foreseen. Melectric owes professional performance in accordance with the state of the art, but not the achievement of a specific development objective unless this has been expressly agreed as a binding result.

7.5 Work performances (in particular development and application services and customer-specific systems with an agreed proof of function) must be accepted by the Customer. Melectric gives notice of readiness for acceptance; the Customer declares acceptance in text form within 14 days or specifically states the defects preventing acceptance. The work is deemed accepted if the Customer neither accepts it nor names material defects within this period, or if it puts the work into productive use. Insignificant defects do not entitle the Customer to refuse acceptance.

7.6 The Customer has no right of revocation or cancellation for customer-specific products and development services. If Melectric agrees to a cancellation as a goodwill gesture, the Customer shall pay for the services rendered up to that point, the material procured, non-cancellable orders placed with suppliers and a share for lost profit, but at least 50% of the net order value. The Customer reserves the right to prove that Melectric has incurred less damage; Melectric reserves the right to prove higher damage.

7.7 Calibrations are carried out and documented in accordance with the procedures and traceability applied at Melectric. A calibration documents the condition at the time of calibration; no warranty is given that the calibration values will be maintained over a specific period or after transport, assembly or operation.

§ 8 Customer Supplies and work on customer parts

8.1 If the Customer provides components, shafts, assemblies, material, software, data or other items (“Customer Supplies”), it shall deliver them in good time, free of charge, in the agreed quality and with all information required for processing (in particular material, heat treatment, permissible loads, speeds, installation situation, drawings). The Customer is responsible for the suitability, strength and conformity with specifications of the Customer Supplies; Melectric checks Customer Supplies only for obvious external defects and transport damage.

8.2 The Customer is aware that the application of strain gauges, sensors or telemetry components may require interventions in the component (in particular surface treatment, grinding, drilling, milling, bonding, welding, potting, machining of grooves) and that such interventions may affect the strength, fatigue strength, balance quality, corrosion resistance or approval of the component. Releasing the interventions and assessing their effects on the component and the overall system is the responsibility of the Customer unless Melectric has expressly undertaken a strength assessment as a service.

8.3 Melectric is liable for damage to or loss of Customer Supplies during processing and storage only in the event of intent and gross negligence and, in the event of simple negligence, limited to the material value or the replacement cost of the blank, but no more than the net order value of Melectric’s work on that Customer Supply. This does not apply to damage under § 12.2. The Customer insures high-value Customer Supplies at its own expense or notifies Melectric of their value in text form before delivery so that insurance can be arranged at its expense; if no such notification is given, a material value of no more than EUR 5,000 is deemed agreed.

8.4 Melectric processes prototypes, one-off pieces and unique items with due care. Scrap within the usual scope of application and manufacturing processes (e.g. detachment of a strain gauge during curing, damage during finishing) cannot be completely ruled out for unique items; where possible, the Customer provides a spare or sample part.

8.5 Melectric may, after giving notice in text form, store or return at the Customer’s expense any Customer Supplies that are not collected within three months of completion of the order.

8.6 Melectric may use software, data, drawings and specifications provided by the Customer for the performance of the order. The Customer ensures that it is entitled to provide them and indemnifies Melectric against third-party claims for infringement of property rights by the Customer Supplies or by the implementation of the Customer’s requirements.

§ 9 Retention of title

9.1 Melectric retains title to the delivered products (“Reserved Goods”) until all present and future claims arising from the supply contract and the ongoing business relationship with the Customer have been paid in full.

9.2 The Customer shall handle the Reserved Goods with care and insure them adequately at replacement value against fire, water and theft at its own expense. It may neither pledge the Reserved Goods nor transfer them by way of security. In the event of seizure or other interventions by third parties, the Customer shall notify Melectric in text form without undue delay and inform the third party of Melectric’s ownership.

9.3 The Customer is entitled to resell, process or install the Reserved Goods in the ordinary course of business as long as it is not in default of payment. The Customer hereby assigns to Melectric, by way of security, the claims arising from the resale or from any other legal basis (insurance, tort) relating to the Reserved Goods in the amount of the invoice value of the Reserved Goods (including VAT); Melectric accepts the assignment. If the Customer sells the Reserved Goods together with other goods without an individual price or after processing, the assignment is made in the amount of the invoice value of the Reserved Goods or in proportion to the co-ownership share under 9.4. In the case of genuine factoring, the Customer assigns its claim against the factor to Melectric.

9.4 Any processing or transformation of the Reserved Goods by the Customer is carried out on behalf of Melectric without any obligations arising for Melectric. If the Reserved Goods are processed, combined or mixed with other items not belonging to Melectric, Melectric acquires co-ownership of the new item in the ratio of the invoice value of the Reserved Goods to the value of the other items at the time of processing. If the Customer’s item is to be regarded as the main item, the Customer transfers proportionate co-ownership to Melectric; the Customer holds the sole ownership or co-ownership in safekeeping for Melectric.

9.5 The Customer remains authorised to collect the assigned claims until revoked. Melectric will not collect the claims itself as long as the Customer meets its payment obligations, does not fall into default of payment and no application for the opening of insolvency proceedings has been filed. Otherwise, Melectric may demand that the Customer disclose the assigned claims and their debtors, provide all information required for collection, hand over the relevant documents and notify the debtors of the assignment; Melectric may also revoke the authorisation to resell and process.

9.6 In the event of conduct by the Customer in breach of contract, in particular default in payment, Melectric is entitled to withdraw from the contract in accordance with the statutory provisions and to demand the return of the Reserved Goods. The demand for return also constitutes the declaration of withdrawal. In this case, the Customer grants Melectric access to its business premises to collect the Reserved Goods.

9.7 At the Customer’s request, Melectric undertakes to release the security to which it is entitled insofar as the realisable value of the security exceeds the claims to be secured by more than 10%. Melectric selects the security to be released.

9.8 For deliveries to jurisdictions in which retention of title is not effective, or not effective in this form, the security that comes closest to retention of title is deemed agreed; the Customer cooperates in the necessary measures (e.g. registration).

§ 10 Intellectual property, software and firmware, confidentiality

10.1 All rights to the products, the firmware and software contained in them, and to Melectric’s designs, circuits, processes, calibration and compensation data, algorithms, documentation and other know-how remain with Melectric. By purchasing a product, the Customer acquires ownership of the hardware but no rights to the intellectual property embodied in it.

10.2 The results of development, application and adaptation services (including design data, firmware adaptations, measurement concepts and calibration procedures) and all property rights arising in the process belong exclusively to Melectric, even if the Customer has paid for the development in whole or in part. The Customer receives a simple, non-exclusive, non-transferable right, unlimited in time, to use the development results for the contractually intended purpose. No exclusive rights of use, restrictions on competition or distribution restrictions are granted in favour of the Customer; Melectric remains entitled to use development results and the know-how gained in the process for other customers and its own products, provided that no confidential information of the Customer (§ 10.5) is disclosed. Requirements, drawings and know-how provided by the Customer remain its property.

10.3 Software and firmware are not sold but licensed. The Customer receives a simple, non-exclusive, non-transferable right to use the software and firmware on, or in connection with, the products intended for it. The Customer may not copy (except for backup purposes), modify, reverse engineer, decompile or disassemble the software unless this is mandatorily permitted under Sections 69d and 69e of the German Copyright Act (UrhG), and may not remove any markings, notices of property rights or licence mechanisms. The software may be passed on only together with the product to an acquirer who agrees to these terms. Evaluation and configuration software (PC software) may be used on any number of the Customer’s workstations for operating Melectric products.

10.4 If a claim is asserted against the Customer for infringement of third-party property rights through the contractual use of an unmodified Melectric product in the Federal Republic of Germany, Melectric will, at its option and at its own expense, either obtain a right of use, modify the product so that the property right is not infringed, or take back the product against reimbursement of the remuneration (less reasonable compensation for use). This requires that the Customer informs Melectric in text form without undue delay, makes no acknowledgements and leaves all defensive measures and settlement negotiations to Melectric. Further claims are governed by § 12. This obligation does not apply insofar as the infringement is based on the Customer’s requirements, on a use not foreseeable by Melectric or on a modification of the product by the Customer.

10.5 The parties shall treat as confidential all technical and commercial information received in the course of the business relationship that is marked as confidential or whose confidentiality is evident from the nature of the matter (in particular offers, prices, drawings, specifications, firmware, measurement data and development status), use it only for the purposes of the contract and not make it accessible to third parties without the consent of the other party. The obligation applies for five years after the end of the respective business relationship and does not apply to information that is or becomes generally known, was already known to the recipient, was lawfully obtained from third parties or must be disclosed on the basis of a statutory or official order. A separate non-disclosure agreement takes precedence.

10.6 Melectric is entitled to name the Customer as a reference in advertising material, on its website and in social media, stating its company name and logo and a general description of the project (without confidential technical details). The Customer may object to this in text form at any time; Melectric will then stop naming the Customer within two weeks.

§ 11 Claims for defects

11.1 The agreed quality of the products results conclusively from the order confirmation and the specifications and data sheets referred to therein (§ 2.3). Information on measuring accuracy, linearity, hysteresis, temperature behaviour and long-term stability applies under the reference conditions stated there and after proper assembly and commissioning. Suitability for the Customer’s application beyond the specification is not owed (§ 3.2).

11.2 The Customer shall carefully inspect the products without undue delay after delivery (Section 377 of the German Commercial Code, HGB). Obvious defects, incorrect deliveries and quantity deviations must be notified to Melectric without undue delay, at the latest within five working days of delivery, and hidden defects without undue delay, at the latest within five working days of discovery, in text form stating the serial number, a description of the defect and the operating conditions. If notification is omitted or late, the delivery is deemed approved.

11.3 In the event of defects, Melectric shall initially provide supplementary performance, at its option, by remedying the defect or delivering a defect-free product. Melectric’s right to refuse supplementary performance under the statutory conditions remains unaffected. Replaced parts become the property of Melectric.

11.4 The place of performance for supplementary performance is Straßlach. After consultation with Melectric, the Customer sends in the rejected product in suitable packaging together with a description of the fault; in the case of a justified defect, Melectric bears the transport, travel, labour and material costs required for the purpose of supplementary performance. The Customer bears additional costs arising because the product has been moved to a location other than the place of delivery. Costs of removal and installation and costs of test bench downtime are reimbursed only within the scope of Section 439 (3) BGB and § 12.

11.5 If a notice of defect proves to be unjustified and the Customer knew this or negligently failed to recognise it, Melectric may invoice the costs of inspection, transport and, where applicable, repair at its usual service rates.

11.6 If supplementary performance fails, is unreasonable or is refused by Melectric, the Customer may, at its option, withdraw from the contract or reduce the price. There is no right of withdrawal for merely insignificant defects. Supplementary performance is deemed to have failed only after the second unsuccessful attempt, unless the nature of the product or the defect indicates otherwise. Damages are governed by § 12.

11.7 There are no claims for defects in the case of natural wear and tear (in particular of bearings, slip rings, rechargeable batteries, cables, connectors and bonded joints) or for damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive stress, overload, overspeed, unsuitable operating materials, chemical, electrochemical or electrical influences, ambient conditions not in accordance with the specification or failure to observe the operating instructions. Claims for defects are also excluded if the Customer or third parties carry out interventions, changes, repairs or firmware modifications to the products without Melectric’s consent, unless the Customer proves that the defect is not attributable to them. Calibration drift within the specified long-term stability and the need for recalibration do not constitute a defect.

11.8 Defects that could have been detected with reasonable effort before installation or processing no longer give rise to claims for defects after installation or processing.

11.9 The limitation period for claims for defects is one year from delivery or acceptance. This does not apply to claims for damages based on intent or gross negligence or on injury to life, body or health, in the case of fraudulent concealment of a defect, where a guarantee of quality has been given, or to claims under Sections 445b and 478 BGB and under the German Product Liability Act; in these cases the statutory periods apply. Supplementary performance does not restart the limitation period; for replaced or repaired parts, the period of the original product continues to run, but for at least six months from supplementary performance.

11.10 Recourse claims of the Customer under Sections 445a and 445b BGB exist only insofar as the Customer has not made agreements with its buyer that go beyond the statutory rights in respect of defects and the claim against it was justified; goodwill payments by the Customer made without consultation with Melectric do not give rise to recourse. For the supply chain up to a consumer goods sale, the statutory provisions apply.

11.11 No guarantee is given for a particular service life, number of cycles or period of use of the products unless expressly agreed in text form.

§ 12 Liability

12.1 Melectric is liable for damages and reimbursement of futile expenses, regardless of the legal basis (in particular contract, breach of duty, tort and producer liability), only in accordance with this § 12.

12.2 Melectric is liable without limitation in the event of intent and gross negligence, culpable injury to life, body or health, fraudulent concealment of a defect, to the extent of an expressly assumed guarantee of quality or durability, and under the German Product Liability Act and other mandatory statutory provisions.

12.3 In the event of a simply negligent breach of a material contractual obligation, Melectric’s liability is limited to compensation for the damage that is typical for the contract and foreseeable at the time the contract was concluded. Material contractual obligations are those whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the Customer may regularly rely. The typical, foreseeable damage is limited per incident and in total per contract to the net order value of the affected delivery or service.

12.4 Otherwise, Melectric’s liability for simple negligence is excluded. This applies in particular to indirect and consequential damage, lost profit, production downtime, test bench downtime, loss of use, costs of repeat tests or test drives, loss or corruption of measurement data, recall costs and damage to test specimens, vehicles or plants of the Customer or third parties, unless a case under 12.2 or 12.3 applies.

12.5 Melectric is not liable for damage resulting from the Customer’s breach of its obligations under § 3 (intended use, safety responsibility, fail-safe measures, plausibility checks of measurement data). In particular, Melectric is not liable for damage arising because incorrect, failed, delayed or implausible measurement data were used for control, regulating, protective or release decisions without independent safeguards. Contributory fault of the Customer under Section 254 BGB must be taken into account in every case.

12.6 Melectric is liable for the loss of data only up to the amount that would have been required for its restoration had the Customer backed up its data properly and regularly.

12.7 Liability for delay in delivery is governed exclusively by this § 12; in the event of simple negligence, damage caused by delay in delivery is recoverable only within the scope of 12.3, and consequential damage under 12.4 is excluded. § 8.3 applies to Customer Supplies.

12.8 The above limitations of liability also apply in favour of Melectric’s governing bodies, legal representatives, employees and other vicarious agents.

12.9 Insofar as Melectric’s liability is excluded or limited, this also applies to the personal liability of the persons named above. The above provisions do not involve a reversal of the burden of proof to the detriment of the Customer.

§ 13 Export control, sanctions

13.1 Performance of the contract by Melectric is subject to the proviso that it is not prevented by any obstacles arising from national or international foreign trade law or export control regulations (in particular the EU Dual-Use Regulation, the German Foreign Trade and Payments Act and Ordinance (AWG/AWV) and US re-export law) or by any embargoes or sanctions.

13.2 When passing on the products, the associated technology or documentation to third parties in Germany or abroad, the Customer is obliged to comply with the applicable export control and sanctions regulations and to obtain any necessary licences itself. At Melectric’s request, the Customer discloses the final destination and intended use of the products and issues end-use statements.

13.3 The Customer may not use the products for military, armaments-related, nuclear or other end uses requiring a licence, or supply them to sanctioned persons, companies or countries, unless the necessary licences have been obtained and Melectric has been informed of this in text form.

13.4 If a required licence is not granted or not granted in time, or if obstacles under 13.1 arise after conclusion of the contract, delivery periods are extended accordingly; Melectric is entitled to withdraw from the contract if the obstacle is likely to be permanent. Claims for damages by the Customer are excluded in this case.

13.5 The Customer indemnifies Melectric against all claims, fines and costs arising from the culpable breach of its obligations under this § 13.

§ 14 Applicable law, place of performance, place of jurisdiction

14.1 These GTC and all legal relationships between Melectric and the Customer are governed by the law of the Federal Republic of Germany, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

14.2 Unless otherwise agreed, the place of performance for all deliveries, services and payments is Straßlach.

14.3 The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Munich, provided that the Customer is a merchant, a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany. Melectric is also entitled to sue the Customer at its general place of jurisdiction. Mandatory statutory places of jurisdiction remain unaffected.

14.4 If the Customer has its registered office outside the European Union, Switzerland, Norway, Iceland or the United Kingdom, all disputes arising from or in connection with the contractual relationship shall, in derogation from 14.3, be finally settled in accordance with the Arbitration Rules of the German Arbitration Institute (Deutsche Institution für Schiedsgerichtsbarkeit e.V., DIS) to the exclusion of the ordinary courts. The seat of arbitration is Munich, the language of the proceedings is German or, at Melectric’s option, English, and the arbitral tribunal consists of a sole arbitrator. Melectric remains entitled instead to bring an action before the state courts under 14.3 or at the Customer’s registered office.

14.5 The contract language is German. In the event of discrepancies between the German version and a translated version of these GTC, the German version prevails.

§ 15 Final provisions

15.1 The Customer may transfer rights and obligations under the contract to third parties only with Melectric’s consent in text form; Section 354a HGB remains unaffected.

15.2 Melectric processes personal data of the Customer and its contact persons for the performance of the contractual relationship in accordance with the applicable data protection regulations. Details can be found in the privacy policy at melectric-systems.de/en/privacy-policy.

15.3 Should individual provisions of these GTC be or become invalid in whole or in part, the validity of the remaining provisions remains unaffected. The invalid provision is replaced by the statutory provision.

15.4 Headings serve only for clarity and have no independent legal meaning.

15.5 These GTC apply to all contracts concluded from the day of their publication at melectric-systems.de/agb and replace all previous versions. For contracts concluded before that date, the version valid at the time the contract was concluded applies.