Status: April 2026
1.1 The following General Terms and Conditions (GTCs) apply exclusively to all deliveries and services of Photonics Precision Engineering GmbH (hereinafter "PPE") to a customer.
1.2 "Customers" are entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB).
1.3 General terms and conditions of the customer that deviate from, contradict or supplement our General Terms and Conditions shall only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement of consent shall also apply if the customer refers to its general terms and conditions when placing the order and we have not expressly objected to them.
1.4 References to the application of the law are for clarification purposes only. The statutory provisions shall also apply without such clarification, unless they are expressly excluded or directly amended in the GTCs.
2.1 Our offers and the documents contained therein are non-binding and subject to change unless they are expressly marked as binding or contain a specific acceptance period.
2.2 The ordering of the service by the customer constitutes a non-binding contractual offer in accordance with § 145 BGB. PPE shall accept the offer within two weeks of its receipt, unless otherwise stated in the order.
2.3 The customer's acceptance of the contractual offer shall be made in writing with the transmission of our order confirmation.
2.4 Agreements between the customer and PPE concerning the contract and its execution must be recorded in writing.
3.1 The subject matter of the contract is the service agreed upon in the order confirmation and any hardware included therein.
3.2 PPE delivers hardware with the documents (e.g., hardware description) provided and made available by us or the manufacturer (e.g., data sheets).
3.3 Installation, configuration and instruction are only part of the subject matter of the contract if this is expressly agreed.
4.1 Only the prices listed in PPE's order confirmation are valid. Additional services will be invoiced separately.
4.2 All prices are net amounts plus the applicable statutory value added tax.
4.3 Unless expressly agreed otherwise in writing at the time of conclusion of the contract, PPE's prices are based on the provision of services or delivery of hardware ex works (EXW INCOTERMS 2020) from the facilities of the PPE GmbH using its General Terms and Conditions.
4.4 The customer is responsible for bearing additional costs associated with hardware deliveries, including but not limited to freight, transport, shipping, insurance, public charges (such as withholding tax), official permits, customs duties, and all packaging costs exceeding standard packaging.
4.5 Payment is due within 30 days of the date of service provision or upon delivery of the hardware, if such hardware is the subject matter of the contract. Timely payment is determined by the date on which payment is received by PPE.
4.6 If the payment deadline is missed, this shall be deemed a default of payment on the part of the customer. During this default, PPE shall be entitled to charge default interest at the statutory rate in accordance with Sections 288 and 247 of the German Civil Code (BGB). In addition, PPE shall be entitled to claim additional damages.
4.7 If the customer's order involves the ongoing provision of services or delivery of hardware (series project), PPE is entitled to arrange for advance payment or security for the outstanding service or delivery of goods in the event of default or non-payment by the customer. We also reserve the right to withdraw from the contract in such a case without setting a new deadline if the advance payment or security is not provided within two weeks. All other legal or contractual claims and rights remain unaffected.
5.1 In the case of service provision, the service shall be deemed to have been rendered upon delivery of the documents in accordance with the order confirmation.
5.2 PPE shall only be obliged to ship the hardware if this has been expressly agreed.
5.3 The delivery period for the hardware shall be determined individually. The period shall commence on the date of the order confirmation by PPE.
5.3 Upon delivery of the goods to the customer, the risk of accidental loss and accidental deterioration shall pass to the customer in accordance with § 446 BGB (German Civil Code). In the case of a sale by delivery, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay in accordance with § 447 BGB is transferred to the customer upon delivery of the goods to the forwarding agent or carrier. In the event of a contractual agreement to accept the goods, this shall be decisive for the transfer of risk. The handover or acceptance of the goods shall be deemed to have taken place if the customer is in default of acceptance.
5.4 If the customer is in default of acceptance or if our delivery is delayed for other reasons for which the customer is responsible, we shall be entitled to claim damages from the customer, including additional expenses. Our statutory claims (reimbursement of additional expenses, reasonable compensation, termination) and the right to prove higher damages shall remain unaffected.
6.1 PPE retains ownership of the delivered hardware until the purchase price has been paid in full for all claims arising from the respective contract.
6.2 The customer is not entitled to resell the hardware, transfer it to third parties, or encumber it.
6.3 In the event of breach of contract by the customer, in particular default of payment, PPE is entitled to withdraw from the contract in accordance with the statutory provisions and to demand the return of the goods on the basis of the retention of title.
6.4 Unless expressly agreed otherwise, upon full payment, the customer shall acquire a simple, non-transferable right of use to the services provided for the contractually agreed purpose.
6.5 All other rights remain with PPE.
7.1 Unless otherwise specified below, the statutory provisions shall apply to the customer's rights in the event of material defects and defects of title (hereinafter referred to as "defects").
7.2 The service or hardware shall be free of material defects and defects of title if it has the agreed quality at the time of transfer of risk. The agreed quality is determined exclusively by the specifications described in the order confirmation.
7.3 If the customer is also a merchant, they are only entitled to claims for defects if they have fulfilled their statutory obligation to inspect and notify defects in accordance with Section 377 of the German Commercial Code (HGB). The notification of defects must be made in writing.
7.4 If, pursuant to Section 640 (2) BGB in conjunction with Section 442 BGB, the customer was aware of a defect at the time of conclusion of the contract or could have recognized that such a defect existed (gross negligence), the customer shall not be entitled to any claims for defects.
7.5 If the service or hardware provided is defective, PPE shall have the right to choose whether to remedy the defect (subsequent performance) or to produce a new defect-free work.
7.6 For inspection purposes within the scope of subsequent performance, the customer must hand over the hardware to PPE. In the event of subsequent delivery of defect-free goods, the customer must return the defective goods in accordance with the statutory provisions. The customer is not entitled to a right of return.
7.7 PPE shall reimburse expenses incurred in connection with subsequent performance (in particular transport, labor, and material costs, as well as any removal and installation costs) in accordance with the statutory provisions.
7.8 The customer may withdraw from the contract or reduce the purchase price in accordance with the statutory provisions. In addition, the customer shall be entitled to any claims for damages and reimbursement of expenses.
8.1 Subject to the statutory liability provisions, PPE shall only be liable without limitation for damages and reimbursements in cases of intent or gross negligence.
8.2 In cases of slight negligence, PPE's liability shall be limited to damages that are customary under the contract and foreseeable at the time of conclusion of the contract if an essential contractual obligation is breached that is decisive for the proper execution and purpose of the contract.
8.3 Beyond these cases, PPE's liability is excluded. The distribution of the burden of proof is not affected by this clause.
8.4 The exclusions and limitations of liability described in sections 8.1 to 8.3 also apply if a person for whom PPE is responsible breaches their obligations.
8.5 The exclusions and limitations of liability described in sections 8.1 to 8.4 shall not apply in cases where PPE has fraudulently concealed a defect or given a guarantee for a specific quality of the work in accordance with § 444 BGB (i.e., an assurance by PPE that the service or hardware has a certain quality at the time of transfer of risk and that PPE will assume all consequences of its absence, regardless of fault). Damages resulting from injury to life, limb, or health, as well as in cases of mandatory liability under product liability laws, also remain unaffected.
9.1 The limitation period for claims for defects by the customer is one year from acceptance of the work.
9.2 This reduction does not apply to claims arising from intentional or grossly negligent breach of duty, malice, injury to life, limb, or health, or within the scope of mandatory statutory provisions, e.g., under the Product Liability Act.
10.1 PPE shall not be liable for the impossibility of providing services or delivering hardware, or for delays in delivery, caused by force majeure or other unforeseeable events at the time of conclusion of the contract. Such events include, but are not limited to, operational disruptions, procurement problems, transport delays, strikes, labor shortages, energy or raw material shortages, pandemics, epidemics, official measures, or supplier failures.
10.2 If such events make it significantly more difficult or impossible for PPE to provide the service or deliver the goods and the hindrance is not only temporary, PPE is entitled to withdraw from the contract. We shall immediately reimburse any consideration already paid by the customer (purchase price payment). In the event of temporary impediments, the delivery time or deadlines for services shall be extended by the duration of the impediment plus a reasonable start-up period. PPE shall inform the customer of this circumstance without delay and, if the delivery of hardware is part of the contract, shall notify the customer of the expected new delivery date.
11.1 Each contracting party may terminate a continuing obligation in whole or in part for good cause.
11.2 Such good cause includes, for example, failure to notify the other party of the opening of insolvency proceedings against the customer, refusal to cooperate as required (failure to approve or respond to drafts), and significant changes to the customer's plans during the performance of the service.
11.3 Notice of termination must be given in writing. Transmission in electronic form, in particular by fax or e-mail, is sufficient, provided that a copy of the signed notice of termination is transmitted.
12.1 The performance of the contract is subject to the granting of an export license and the absence of any obstacles due to national and/or international foreign trade regulations, embargoes, or other sanctions.
12.2 When transferring our deliveries, work, or services to third parties, the customer must comply with the applicable national and international (re-)export control laws. In particular, the (re-)export control regulations of the Federal Republic of Germany, the European Union, and the United States of America must be observed when deliveries are passed on to third parties.
12.3 The customer is obliged to provide all necessary information and documents for compliance with the relevant (re-)export regulations and for the performance of export control inspections by the authorities.
12.4 The customer shall indemnify us against all claims, proceedings, lawsuits, fines, losses, costs, and damages resulting from non-compliance with the obligations set out in clauses 12.1–12.3.
13.1 Information provided to PPE in connection with orders shall be considered confidential by default, unless expressly agreed otherwise in writing with the customer.
13.2 PPE shall be entitled to process and share the customer's personal data with affiliated companies within the PPE GmbH if this is necessary for the performance of the contract or if the data subjects have given their consent. Data subjects have the right to request information about the nature and use of their personal data processed by PPE. Such requests should be addressed to the PPE GmbH Company in accordance with these General Terms and Conditions and will be managed in compliance with applicable data protection laws and regulations. Both PPE and the customer are obliged to comply with the relevant data protection laws, including the European General Data Protection Regulation (GDPR) and additional contractual requirements under Art. 28(3) of the GDPR.
14.1 If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction is the registered office of PPE GmbH, i.e. Jena, Germany. PPE is nevertheless entitled to assert claims against the customer at the court responsible for the customer's registered office.
14.2 If the customer is a merchant, a legal entity under public law or a special fund under public law, German law shall apply. The international conflict of laws rules of the UN Convention on Contracts for the International Sale of Goods (CISG) constitute an exception.
14.3 A written contract or written confirmation shall be decisive for proof of the existence and content of any subsequent ancillary agreements, amendments and supplements. The possibility of providing evidence to the contrary remains unaffected.