Terms of service

GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY
Version: May 2025
Operated by: Malte Timm & Andreas Gonke GbR ("AGMT GROUP")
Headquarters: Osterholzer Dorfstraße 71 E, 28307 Bremen, Germany
Contact: malte@agmt-group.com | andreas@agmt-group.com
VAT ID: DE451649175
Tax Number: 60 178 04497
Jurisdiction: Bremen, Germany

1. SCOPE AND APPLICATION

These General Terms and Conditions (T&C) apply to all business transactions between AGMT GROUP and its customers, provided they are entrepreneurs within the meaning of § 14 BGB, legal entities under public law, or special public assets.

These T&C govern all contracts for the sale and/or delivery of goods (including future contracts), unless otherwise agreed in writing. Deviating or supplementary terms of the customer shall not apply unless explicitly accepted by AGMT GROUP in writing.

2. CONTRACT FORMATION

All quotations from AGMT GROUP are non-binding and subject to change. Technical documentation (e.g. drawings, datasheets, standards) remains the intellectual property of AGMT GROUP or its licensors.

An order by the customer constitutes a binding offer. A contract is concluded only upon written confirmation or shipment.

All contracts are subject to export control regulations. They become effective only if no prohibition exists under German, EU, or U.S. export law, and any required licenses are granted (§ 158 BGB).

3. DELIVERY TERMS AND FORCE MAJEURE

Delivery periods are indicative unless expressly agreed as binding. Delivery is conditional upon timely and proper supply from upstream suppliers.

Events of force majeure (e.g. fire, war, embargoes, pandemics, export bans, raw material shortages, official measures) shall extend delivery times. AGMT GROUP will notify the customer without delay.

If performance becomes impossible, AGMT GROUP is entitled to withdraw from the contract. Advance payments will be refunded.

4. SHIPPING, RISK TRANSFER, ACCEPTANCE

Delivery is EXW Bremen (Incoterms 2020), unless otherwise agreed. Risk passes to the customer upon transfer to the carrier.

If the customer delays acceptance or violates cooperation obligations, AGMT GROUP may charge storage fees and claim damages (0.1% of invoice value per calendar day, capped at 5%).

5. PRICES AND PAYMENT TERMS

Prices are net ex warehouse and subject to VAT. Transport, insurance, customs duties, taxes, and bank charges are borne by the customer.

Unless otherwise agreed, payment is due within 14 days of invoice and delivery. AGMT GROUP may require prepayment or down payment.

If the customer is in default, statutory interest shall apply (§ 288 BGB), plus further damages if applicable. Offsetting is only permitted for uncontested or legally confirmed claims.

6. RETENTION OF TITLE

Goods remain AGMT GROUP’s property until all claims are fully settled. Resale or processing is permitted only in the ordinary course of business.

If resale occurs, the customer assigns claims against its buyer to AGMT GROUP. The customer must notify AGMT GROUP of any third-party access to goods under retention of title.

7. CUSTOMER OBLIGATIONS

The customer confirms that:

  • all information provided is complete and accurate,

  • products will not be used unlawfully or for prohibited military, nuclear, or dual-use purposes,

  • end-use and end-user data will be disclosed upon request.

8. EXPORT CONTROL, SANCTIONS & COMPLIANCE

Fulfillment is subject to applicable export laws of Germany, the EU, and—if applicable—the U.S. (EAR/ITAR). This includes:

  • EU Dual-Use Regulation (EU) 2021/821,

  • German AWG, KrWaffKontrG,

  • OFAC and other global sanctions.

The customer agrees to obtain any required export/import licenses and provide accurate documentation (e.g. EUC, EVE). AGMT GROUP may refuse fulfillment if compliance is at risk.

9. CONTRACT NULLITY FOR EXPORT VIOLATIONS

The contract is void if it constitutes a prohibited transaction under § 134 BGB or is pending license under § 15 AWG. AGMT GROUP assumes no liability for losses caused by:

  • denied or delayed licenses (unless due to intent or gross negligence),

  • export bans or restrictions,

  • compliance-driven contract withdrawal.

10. WARRANTY, INSPECTION AND NOTIFICATION

The customer must inspect goods immediately upon receipt and report defects in writing without delay (§§ 377, 381 HGB). Otherwise, warranty claims are excluded.

AGMT GROUP may choose to repair or replace defective items. Costs of inspection and return will be borne by AGMT GROUP only if a defect is confirmed.

11. LIMITATION OF LIABILITY

AGMT GROUP shall only be liable for damages caused by intent or gross negligence. In cases of slight negligence, liability is limited to foreseeable damages to essential contractual obligations.

No liability is assumed for:

  • compatibility with other systems,

  • use in military, nuclear, aerospace, or critical infrastructure unless contractually agreed,

  • delays due to export controls or official procedures.

12. RETURN POLICY AND REPAIRS

Returns require prior written agreement and must follow AGMT GROUP’s return policy. Warranty is void if the product was altered, improperly installed, or used outside agreed specifications.

13. LIMITATION PERIOD

Claims for defects shall expire 12 months from delivery. For building materials: 5 years (§ 438 BGB). Mandatory claims under the Product Liability Act remain unaffected.

14. CONFIDENTIALITY & DISCLOSURE DUTIES

The customer shall support AGMT GROUP in fulfilling legal obligations by providing information (e.g. end-user, application, destination country). This obligation overrides confidentiality clauses if required by authorities.

15. TERMINATION DUE TO EXPORT ISSUES

Either party may withdraw from the contract if:

  • required licenses are denied or not issued within 3 months,

  • export laws are violated or likely to be violated,

  • the customer acts in breach of compliance rules.

16. GOVERNING LAW, PLACE OF PERFORMANCE, DISPUTE RESOLUTION

German law applies exclusively; CISG is excluded. Place of performance and jurisdiction is Bremen.

AGMT GROUP may require disputes to be resolved through arbitration in accordance with the ICC or DIS rules, in English or German.

17. SEVERABILITY CLAUSE

If individual clauses are or become invalid, the remaining provisions shall remain effective.

18. AMENDMENTS AND FINAL PROVISIONS

AGMT GROUP may revise these Terms at any time. The current version is binding upon publication. Continued use of services implies acceptance of changes.

For compliance questions: info@agmt-group.com