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General Terms & Conditions

General Terms and Conditions of MagTronX GmbH (MTX) – Version 30.03.2026

1.) Scope of application

(1) These General Terms and Conditions apply to all contracts between MTX and its clients for deliveries and services, unless otherwise expressly agreed in writing.

(2) These General Terms and Conditions apply only to merchants if the contract pertains to the operation of their commercial business, as well as to legal entities under public law and special funds under public law within the meaning of Section 310 Paragraph 1 Sentence 1 of the German Civil Code (BGB).

(3) MTX's General Terms and Conditions apply exclusively. Conflicting or deviating terms and conditions of the client are only binding if and to the extent that MTX expressly agrees to their validity in writing. MTX's General Terms and Conditions also apply if MTX executes the order without reservation, even with knowledge of conflicting or deviating terms and conditions of the client. Deviating agreements apply only to a specific contract and not to future contracts, unless otherwise expressly agreed in writing.

(4) These General Terms and Conditions also apply to all future contracts between MTX and its clients for deliveries and services.

2.) Scope of orders

(1) MTX's deliveries and services are provided as deliveries, services, and/or works, in accordance with the applicable statutory provisions and within the scope defined by a non-binding offer submitted until the conclusion of the contract, unless otherwise stipulated in these General Terms and Conditions. MTX provides deliveries and services under its own responsibility. The client remains solely responsible for the results desired and achieved. In the case of works, MTX is responsible for the results achieved as well as for the management, control, and monitoring of the performance of the services.

(2) Both MTX and the client are entitled to request changes to the agreed scope of deliveries and services in writing. Upon receipt of a change request, MTX or the client will review the feasibility of the change. The result of this review must be communicated to the other contracting party in writing without delay. MTX is entitled to invoice the client for any expenses incurred if the client's change request necessitates a comprehensive and time-consuming review. The contractual adjustments required for such a review or for a change to the agreed scope of delivery and services will be set out in a separate agreement.

3.) Execution of orders

(1) Orders are executed in accordance with the current state of science and technology.

(2) MTX alone has the authority to issue instructions to its employees.

(3) MTX is entitled to engage third parties to execute orders. However, MTX remains directly liable to the client at all times.

(4) For deliveries and services, delivery periods begin on the date of order confirmation by MTX, but not before all details of the order have been fully clarified; the same applies to delivery dates. All delivery periods and dates are subject to availability and timely delivery to MTX by its suppliers.

(5) Unless otherwise agreed, the time of provision of the delivery or service at MTX's registered office is decisive for compliance with delivery periods and dates.

(6) In cases of force majeure, the contractual obligations of both parties are suspended, and the dates and deadlines for the fulfilment of contractual obligations are postponed accordingly. Force majeure events include labour disputes in the customer's own or other companies, transport delays, machine breakdowns, official actions, and other circumstances beyond the control of either party. The other party must be notified of the force majeure event without delay. Both parties are entitled to withdraw from the contract no earlier than three months after receipt of this notification.

(7) In the event of non-compliance with delivery deadlines and dates for deliveries and services, the customer is entitled to damages in lieu of performance due to non-performance or defective performance (§ 281 German Civil Code) and the defence of non-performance (§ 323 German Civil Code) only if the customer has set MTX a reasonable deadline for delivery, which—in deviation from §§ 281 and 323 German Civil Code—must be accompanied by a declaration that acceptance of performance will be refused after the deadline expires; after the deadline has expired without delivery, the right to performance is forfeited.

4.) Obligations of the customer

(1) The client shall provide MTX, free of charge and in good time before the commencement of the work, with all information, materials, equipment, documents, processes, etc. necessary for the execution of the work and shall, if necessary, deliver these to MTX at the client's expense.

(2) If MTX is to work on the client's premises, the client shall grant MTX's employees or third parties commissioned by MTX, free access to all premises, installations (hardware, software, networks, etc.), and other work equipment necessary for the proper performance of the services by MTX, during normal business hours and in accordance with the company's access regulations. If necessary, the client shall also provide functional workstations free of charge for MTX's employees, or third parties commissioned by MTX.

(3) The client shall otherwise cooperate in the execution of the work as required.

(4) If the client fails to fulfil its obligations under paragraphs 1-3, or fails to do so in a timely manner, and this results in delays and/or additional expenses, the agreed time frame shall be extended, or the agreed remuneration shall be increased accordingly.

5.) Remuneration and payment conditions

(1) Deliveries and services will be invoiced at the fixed price stated in the offer or based on the agreed time and material basis after delivery and completion of the service or acceptance of the work, unless a different invoicing and payment method is agreed upon in the offer. For services and work on a time and material basis, the hours worked and travel time incurred will be invoiced at the applicable hourly rates, and the materials consumed will be invoiced at the prices valid at the time of performance. Other expenses, in particular travel, accommodation, and lodging costs, will be charged additionally. Estimated prices for deliveries and services on a time and material basis stated in the offer are non-binding.

(2) Value-added tax (VAT) will be shown separately on the invoice at the applicable VAT rate.

(3) Invoices are payable upon receipt without deduction. Unless otherwise agreed, the client will be in default of payment no later than 14 days after the invoice date.

(4) Default interest will be charged at 8% per annum above the base interest rate. The assertion of further damages is not excluded.

(5) Several clients are jointly and severally liable.

(6) The client may only offset claims if their counterclaims have been legally established, are undisputed, or have been acknowledged by MTX.

6.) Acceptance

(1) The client shall accept the completed work once MTX has demonstrated its conformity with the agreed specifications. Minor deviations do not entitle the client to refuse acceptance. This does not affect the obligation to remedy defects under the warranty for defects of title and quality.

(2) Upon acceptance, a protocol confirming conformity with the agreed specifications must be drawn up and signed by both contracting parties.

(3) Commissioning or productive use of the work or parts thereof shall be deemed acceptance.

7.) Legal and material defects with delivery and work services

(1) MTX shall provide the client with a work free from material and legal defects. In particular, the delivery and work performance shall conform to the agreed specifications and scope of services.

(2) If the work is defective, MTX shall be liable as follows:
a) At MTX's discretion, the defect shall be remedied, or a new work shall be produced.
b) If the remedy fails within a reasonable time, the client may, without prejudice to any claims for damages, at its option, reduce the remuneration or, provided that the value or suitability of the work is not insignificantly impaired, withdraw from the contract.
c) The client shall notify MTX of any material and legal defects in writing without undue delay.

(3) Claims for material and legal defects shall become statute-barred 12 months after the provision of the respective delivery or service or the acceptance of the work. This does not apply insofar as the law prescribes longer periods pursuant to Section 438 Paragraph 1 No. 2, Section 479 Paragraph 1, or Section 634a Paragraph 1 No. 2 of the German Civil Code (BGB).

(4) Information in documentation, brochures, project descriptions, etc., does not constitute a warranty. Warranty commitments require express written confirmation from MTX in every case.

(5) Obvious errors, such as typographical errors, calculation errors, formal defects, etc., contained in a report, expert opinion, or other professional statement by MTX employees, may be corrected by MTX at any time.

8.) Liability

(1) Claims for damages and reimbursement of expenses by the client (hereinafter referred to as claims for damages), regardless of the legal basis, in particular for breach of obligations arising from the contractual relationship and from tort, such as lost profits and other pecuniary losses of the contractual partner, are excluded.

(2) This exclusion does not apply to the extent that liability is mandatory, e.g., under the Product Liability Act, in cases of intent, gross negligence, injury to life, body, or health, and breach of essential contractual obligations. However, the claim for damages for breach of essential contractual obligations is limited to the foreseeable damage typical for this type of contract and becomes time-barred upon expiry of the limitation period applicable to defects of quality and title pursuant to Clause 7, Paragraph 3, unless the breach was intentional or grossly negligent, or involves injury to life, body, or health. The provisions do not entail any shift in the burden of proof to the detriment of the client.

(3) MTX shall be liable for the customer's damages due to delay in delivery and work performance if a fixed completion date agreed upon in the offer is exceeded solely for reasons attributable to MTX. The compensation for delay is limited in principle to the customer's proven damages and in amount to 0.5% for each completed week of delay but not exceeding a total of 5% of the total remuneration for the portion of the work not completed on time. The provision of paragraph 2, sentence 1 of this clause 8 remains unaffected. The customer is obligated, upon MTX's request and within a reasonable period, to declare whether, due to the delay in delivery or work performance, they are withdrawing from the contract and/or demanding damages in lieu of performance, or whether they insist on performance; after the unsuccessful expiry of this period, the right to performance is forfeited.

(4) To the extent that MTX's liability is limited, this also applies to MTX's employees and to third parties commissioned by MTX.

(5) The client is obliged to notify MTX in writing without delay of any damage for which MTX is liable and to give MTX the opportunity to investigate the damage and its causes.

9.) Secrecy

(1) The contracting parties are obligated not to exploit, use, or disclose to third parties, without the prior written consent of the other contracting party, any economic, technical, or other information and knowledge made available to them or otherwise disclosed to them during the preparation and execution of orders, beyond the scope of the order.

(2) The obligation pursuant to paragraph 1 does not apply to information and knowledge that:
a) was already known to MTX before the order was placed;
b) MTX lawfully receives from third parties;
c) was generally known at the time the order was placed; or
d) subsequently becomes generally known without breach of the obligation pursuant to paragraph 1.

(3) The obligation pursuant to paragraph 1 shall remain in effect for both contracting parties for a further two years after the termination of the order.

(4) The client acknowledges the necessity of scientific presentations and publications by MTX and will not unreasonably withhold any consent required pursuant to paragraph 1.

10.) Data Protection

The contracting parties will process or use personal data of the other contracting party only for contractually agreed purposes and in compliance with legal provisions.

11.) Inventions

(1) Inventions made jointly by employees of MTX and the client during the execution of an order, as well as any intellectual property rights granted therefor, belong jointly to both contracting parties.

(2) Inventions made by employees of MTX during the execution of an order, as well as any intellectual property rights granted therefor, belong to MTX. Inventions made by employees of the client during the execution of an order, as well as any intellectual property rights granted therefor, belong to the client.

(3) The granting of licenses to inventions as defined in paragraphs 1 and 2, and to any intellectual property rights granted therefor, requires a separate written agreement.

12.) Work results

(1) The transfer of ownership and rights of use to all work results of any kind, such as documentation, reports, planning documents, analyses, drawings, program material, etc., produced within the scope of services agreed upon in the offer and disclosed to the client, requires a separate written agreement. MTX, however, retains a royalty-free and non-exclusive right of use to these work results in any case.

(2) MTX assumes no responsibility for whether technical documents supplied to it by or on behalf of the client infringe existing copyrights, industrial property rights, or other rights of third parties. The client is solely liable if the execution of its order infringes the rights of third parties. The client shall indemnify MTX against all claims by third parties arising from such infringement upon first demand. Clause 8 remains unaffected.

13.) Termination

(1) Contracts may be terminated at any time with 30 days' notice to the end of the month.

(2) Contracts may be terminated for cause at any time.

(3) In the event of termination pursuant to paragraphs 1 and 2, the client shall pay the agreed remuneration less the pro rata remuneration for the agreed scope of services that was saved because of the termination. In addition, MTX is entitled to compensation for services rendered and expenses incurred in connection with the termination – including those incurred by MTX with third parties.

(4) If the termination is due to reasons attributable to MTX, MTX is entitled to compensation for services rendered up to that point only to the extent that these services are usable by the client.

(5) Notices of termination must always be in writing.

14.) Surrender of Documents and Items, Right of Retention

(1) Upon completion of an order, the client may demand the return of the documents and items provided to MTX. MTX may refuse to return them until its claims arising from the contract have been satisfied, unless withholding individual documents and items would, under the circumstances, particularly due to the relatively minor amount owed, violate the principle of good faith.

(2) MTX may make and retain transcripts or copies of documents that it returns to the client.

15.) General provisions

(1) Contracts must be concluded in writing. Supplementary agreements are only valid if confirmed in writing by MTX.

(2) The transfer of rights and obligations arising from the contracts by the client to third parties requires the prior written consent of MTX.

(3) The place of jurisdiction is the registered office of MTX.

(4) All contractual relationships are governed exclusively by the laws of the Federal Republic of Germany.