General Terms and Conditions (GTC)
§ 1 Scope of Application
(1) These General Terms and Conditions (hereinafter referred to as the “GTC”) apply to all contracts for deliveries and services (including service, repair, maintenance, testing and calibration services as well as the supply of spare parts and accessories) between Tera Instruments GmbH, Bucksdorffstraße 43, 04159 Leipzig, Germany, e-mail: info@tera-instruments.com (hereinafter “we” or the “Seller”) and the respective contracting party (hereinafter the “Customer”). The version of the GTC valid at the time of conclusion of the contract shall apply.
(2) These GTC apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law or special funds under public law (hereinafter collectively referred to as “Entrepreneurs”). Contracts with consumers within the meaning of Section 13 BGB are excluded.
(3) Deviating, conflicting or supplementary general terms and conditions of the Customer shall not become part of the contract, even if we do not expressly object to them. They shall apply only if and to the extent that we have expressly agreed to their validity in writing. This shall also apply if we perform deliveries or services with knowledge of deviating conditions without reservation.
(4) Individually agreed arrangements in individual cases (including ancillary agreements, amendments and modifications) shall take precedence over these GTC, provided that they have been confirmed by us in writing. Legally relevant declarations and notifications by the Customer (e.g. setting of deadlines, notices of defects, withdrawal or reduction) require at least text form (Section 126b BGB) to be effective, insofar as legally permissible.
§ 2 Conclusion of Contract
(1) Our presentations of products and services – for example in catalogues, price lists, brochures or on the website – do not constitute a binding offer but a non-binding invitation to the Customer to submit an offer.
(2) A contract is concluded by written order confirmation or by express acceptance of the order. The actual performance of the service shall be deemed acceptance unless the Customer objects without undue delay. Verbal or telephone agreements shall only be binding if confirmed by us in text form.
(3) Unless expressly stated otherwise, we shall be bound by offers prepared by us for a period of 30 days from the date of the offer.
(4) Orders from abroad may be accepted by us subject to a minimum order value or special payment terms (e.g. advance payment). Such conditions shall be communicated to the Customer in the respective offer.
(5) The contract shall be concluded in the German language. An English version may be provided upon express request.
§ 3 Delivery and Performance Periods, Partial Services, Default of Acceptance
(1) Delivery and performance periods shall be specified in the respective offer, the order confirmation or another written agreement. If no express deadlines have been agreed, deliveries and services shall be provided within a reasonable period. Dates and deadlines stated are non-binding guideline values unless expressly designated as binding.
(2) The commencement of any delivery or performance period specified by us is subject to the timely and complete fulfilment of all cooperation obligations of the Customer. This includes in particular the timely provision of all necessary technical information, documents, approvals, access, equipment and – if agreed – receipt of agreed advance payments.
(3) We are entitled to make partial deliveries and provide partial services insofar as this is reasonable for the Customer. Partial deliveries may be invoiced separately unless otherwise agreed.
(4) Delays in delivery or performance due to force majeure or other events unforeseeable at the time of contract conclusion (e.g. operational disruptions, difficulties in procuring materials or spare parts, transport delays, official measures, industrial disputes, shortages of energy or raw materials) shall not be attributable to us. In such cases, the delivery or performance period shall be extended by the duration of the impediment plus a reasonable start-up period.
(5) If we are in default with a delivery or service, the Customer shall only be entitled to withdraw from the contract after unsuccessful expiry of a reasonable grace period. Claims for damages due to delay shall be permitted exclusively in accordance with § 8 of these GTC.
(6) If delivery or performance is delayed for reasons for which the Customer is responsible (e.g. lack of cooperation, delayed approvals, default of acceptance), we shall be entitled to invoice the additional expenses incurred as a result, in particular storage, idle time or personnel costs. Further rights remain reserved.
(7) If the Customer is in default of acceptance or otherwise breaches cooperation obligations, the risk of accidental loss or accidental deterioration of the delivery or service items shall pass to the Customer to the extent legally permissible. This shall apply accordingly to equipment provided to us for the performance of service or repair work.
(8) Unless otherwise agreed, deliveries shall be made ex works or from a shipping location designated by us. If agreed, the transfer of risk shall be governed by the respective applicable Incoterms or the statutory provisions.
(9) With regard to equipment provided by the Customer for the performance of service or repair work, we shall be liable only for intent and gross negligence. Insurance coverage shall be provided only upon express request and at the Customer’s expense.
§ 4 Prices and Shipping Costs
(1) All prices quoted by Tera Instruments GmbH are net prices in euros plus statutory value-added tax at the applicable rate, as well as any applicable shipping, packaging and insurance costs, unless expressly agreed otherwise.
(2) The prices stated in our offer or in the order confirmation shall be binding. Any customs duties, taxes or other charges incurred abroad shall be borne by the Buyer.
(3) Unless otherwise agreed, deliveries shall be made on the basis of Incoterms FCA (current version). The risk shall pass to the Buyer upon handover to the carrier. This provision applies exclusively to the delivery of goods.
(4) Partial deliveries are permissible insofar as they are reasonable for the Buyer. Additional shipping costs shall only be incurred if expressly agreed otherwise or if partial deliveries are made at the Buyer’s request.
(5) There is no statutory right of withdrawal in the B2B sector. Returns require prior approval in text form and must be made stating an RMA number, the serial number and using suitable packaging.
(6) For the preparation of cost estimates or fault analyses in connection with repair or service work, we reserve the right to charge an analysis or diagnostic fee. If the repair order is placed, this fee shall be credited. If no order is placed, the fee shall be invoiced.
§ 5 Payment Terms
(1) Unless expressly agreed otherwise, our invoices are payable within 30 days net from the invoice date without deduction.
(2) In the case of international transactions, we reserve the right to make deliveries only against advance payment of up to 100% of the invoice amount. This shall be clearly stated in the respective offer or order confirmation.
(3) Cash discounts or other deductions require an express written agreement.
(4) The Customer shall be in default without further reminder if the agreed payment period is exceeded. In this case, Tera Instruments GmbH shall be entitled to charge default interest at a rate of nine (9) percentage points above the base interest rate (Section 288 (2) BGB) as well as a reminder fee.
(5) The assertion of further damages caused by default remains expressly reserved.
§ 6 Retention of Title
The delivered goods shall remain our property until full payment of the purchase price has been received. The retention of title shall also apply to spare parts delivered and installed in the course of service or repair work.
§ 7 Warranty
(1) We shall be liable for material defects or defects of title in delivered items in accordance with the applicable statutory provisions, in particular Sections 434 et seq. BGB. The limitation period for statutory warranty claims shall be twelve (12) months and shall commence upon delivery of the goods.
(2) Any seller warranties granted by us for specific items or manufacturer warranties granted by manufacturers of certain items shall exist in addition to the claims for material defects or defects of title pursuant to paragraph (1). Details of the scope of such warranties are set out in the warranty conditions which may accompany the items.
(3) In the case of service, repair, maintenance, testing or calibration services, the Seller does not owe a specific economic or technical result, but solely the proper performance of the agreed service in accordance with the generally accepted state of the art at the time the service is rendered.
§ 8 Liability
(1) Claims of the Customer for damages are excluded. This shall not apply to claims for damages arising from injury to life, body or health, or from the breach of essential contractual obligations (cardinal obligations), or to liability for other damages based on an intentional or grossly negligent breach of duty by the Seller, its legal representatives or vicarious agents. Essential contractual obligations are those whose fulfilment is necessary to achieve the purpose of the contract.
(2) In the event of a breach of essential contractual obligations, the Seller shall be liable only for the foreseeable damage typical of the contract, provided that such damage was caused by simple negligence, unless the claims for damages arise from injury to life, body or health.
(3) The limitations of liability pursuant to paragraphs (1) and (2) shall also apply in favour of the Seller’s legal representatives and vicarious agents if claims are asserted directly against them.
(4) The limitations of liability resulting from paragraphs (1) and (2) shall not apply if the Seller has fraudulently concealed a defect or has assumed a guarantee for the quality of the goods. The same shall apply if the Seller and the Customer have entered into an agreement regarding the quality of the goods. The provisions of the German Product Liability Act shall remain unaffected.
§ 9 Data Protection
Detailed information on data protection at our company, in particular on the scope of processing of your data and your statutory rights, can be found in our Privacy Policy at:
www.tera-instruments.com
Privacy Policy, version dated 07 January 2026
§ 10 Applicable Law and Place of Jurisdiction
(1) The law of the Federal Republic of Germany shall apply to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
(2) The exclusive place of jurisdiction for all disputes shall be Leipzig.
(3) Should individual provisions of these GTC be or become wholly or partially invalid, the validity of the remaining provisions shall remain unaffected.