1. General Provisions

1.1 These General Terms and Conditions of Sale, Delivery, and Service (hereinafter "GTC") apply to all deliveries, services, offers, and service provisions (hereinafter collectively referred to as "Services") provided by NDTec AG (hereinafter "NDTec"). They form an integral part of all contracts concluded by NDTec with its contractual partners (hereinafter "Customers") concerning the offered deliveries and services. Any general terms and conditions of the Customer that deviate from these GTC, whether wholly or partially, shall not be recognised unless NDTec has expressly agreed to them in writing. These GTC shall apply exclusively, even if NDTec performs delivery or services for the Customer with knowledge of conflicting or deviating conditions of the Customer without reservation.

1.2 These GTC shall also apply to all future transactions with the Customer, provided they are of a similar legal nature. Amendments to these GTC will be communicated to the Customer no later than at the conclusion of the next transaction. If the Customer does not object to the amended GTC within 14 days of receipt of the notification, they shall be deemed accepted. This will be expressly pointed out to the Customer in the notification. Amendments to these GTC shall apply only to future transactions and not retroactively.

1.3 In the event of conflicting or incomplete provisions, the agreements between NDTec and the Customer shall apply in the following order of precedence, provided applicable: individual agreements, these GTC, statutory provisions. Oral side agreements require confirmation in text form (e.g., email) to be effective.

2. Offers and Conclusion of Contracts for Deliveries and Services

2.1 Offers made by NDTec are non-binding and subject to change unless explicitly marked as binding. A contract is only concluded when NDTec accepts the order through an order confirmation in text form (e.g., email) or executes the order.

2.2 Cost estimates are prepared only upon the Customer's request and are non-binding. If the Customer does not respond to the cost estimate within 4 weeks of receipt, NDTec will return the device unrepaired at the Customer's expense.

2.3 NDTec reserves the right to charge a processing fee of EUR 200.00 plus VAT for cost estimates that do not lead to a repair order if preparing the estimate requires technical analysis beyond the usual inspection effort. The same applies if no fault is found in the submitted product after thorough examination, provided the Customer was previously informed about the possibility of such costs.

2.4 Information provided by NDTec regarding the subject of delivery or services (e.g., quality, weight, performance, and measurement details in brochures, offers, or drawings and illustrations) is only approximate and not to be construed as a guarantee, as long as it is reasonable for the Customer. The use of new or reconditioned parts is always reserved, provided their function and quality meet the contractual requirements.

2.5 Any warranties regarding the condition or durability agreed upon at the time of the contract’s conclusion must be in writing (e.g., email) to be valid.

2.6 NDTec retains all ownership, copyright, and industrial property rights to illustrations, drawings, models, technical documents, calculations, brochures, catalogues, and other physical or intangible materials, including electronic forms. This also applies to documents labelled as "confidential." Confidential documents may not be reproduced or made available to third parties without the prior express consent of NDTec.

2.7 If software is part of the service, the Customer is granted a non-transferable and non-exclusive right to use the supplied software. This right covers the use of the software in accordance with the contractual specifications at the agreed installation site, which is explicitly named in the contract. For supplied hardware, the right of use is limited exclusively to this hardware. All other rights to the hardware and software remain with NDTec.

2.8 The Customer may use all mentioned documents or other information solely for the operation or maintenance of contractual items. Prior written consent from NDTec is required for disclosure to third parties not involved in the operation or maintenance (e.g., maintenance service providers). The Customer agrees not to remove or alter any manufacturer’s markings or copyright notices without NDTec’s prior express consent.

3. Deliveries/Services and Deadlines

3.1 Deliveries are made according to FCA (Incoterms 2010).

3.2 NDTec is entitled to partial deliveries and performances, unless this is unreasonable for the Customer.

3.3 Any deadlines or dates indicated by NDTec for deliveries or services are always approximate unless a fixed deadline or date has been explicitly agreed upon by NDTec. Approximate deadlines apply only insofar as they are reasonable for the Customer.

3.4 The commencement of delivery or service deadlines is contingent upon all commercial and technical issues being clarified between NDTec and the Customer, and upon the Customer fulfilling all obligations imposed on them, as specified in the contract or the order confirmation (e.g., providing required documents, other contributions, approvals, releases, or making an advance payment).

3.5 A delivery deadline is considered met if the Customer is notified of the readiness for dispatch within the agreed period. If shipment has been agreed upon, the delivery deadline is met when the goods leave NDTec’s facility within the agreed time or when the goods are handed over in good time to the carrier, freight forwarder, or another third party entrusted with the dispatch.

3.6 Should an agreed delivery or service date be exceeded or any other contractual obligation by NDTec not be fulfilled in time, the Customer must allow NDTec a reasonable period of at least three weeks to complete the delivery or service before asserting legal claims, unless the circumstances require a shorter period.

3.7 If delivery or performance is delayed due to circumstances not attributable to NDTec, the delivery or performance period will be extended by the duration of the hindrance. This applies in particular to operational disruptions not attributable to NDTec or its suppliers, such as strikes, lockouts, incorrect or delayed self-supply, energy or raw material shortages, unforeseen governmental actions, or force majeure (e.g., natural disasters, epidemics, political unrest). If a binding delivery or performance date is delayed by more than three months due to such a disruption and it is not foreseeable that the disruption will end within a further four weeks, both parties are entitled to withdraw from the contract.

3.8 If the Customer is in default of acceptance, NDTec is entitled to charge for any additional expenses incurred, including typical or verifiable storage costs, even if stored at NDTec’s facility. The date of storage is considered the delivery date in such cases, and the storage certificate replaces the shipping documents. After an appropriate grace period for acceptance has passed, NDTec is entitled to dispose of the goods elsewhere. Further claims remain unaffected. This provision also applies to service objects.

4. Prices and Payment Terms

4.1 Unless otherwise agreed, all prices are ex-works, exclusive of packaging, freight, insurance, customs, duties, and other public charges.

4.2 The statutory value-added tax (VAT) applicable on the date of invoicing will be charged additionally.

4.3 In case the agreed prices are based on NDTec’s price lists and delivery occurs more than four months after contract conclusion, the prices valid at the time of delivery shall apply unless expressly agreed otherwise.

4.4 Payments are due without deductions within the payment period stated on the invoice. Late payments shall incur statutory default interest, and NDTec reserves the right to charge reminder fees.

4.5 The Customer may only offset claims that are undisputed or legally established. The right to withhold payments due to counterclaims is limited to the same contractual relationship.

4.6 NDTec reserves the right to demand advance payments or security deposits if, after contract conclusion, circumstances become known that significantly reduce the Customer's creditworthiness and jeopardise the payment of NDTec's outstanding claims from the respective contractual relationship.

5. Payment Instruments and Offsetting

5.3 Bills of exchange (including customer bills), cheques, and assignments are accepted only on account of performance and shall be deemed payment only upon their actual clearance. Discount charges, bill of exchange fees, and comparable charges must be reimbursed by the Customer promptly upon request at standard market rates.

5.4 The Customer may only offset claims against NDTec with undisputed or legally established counterclaims. The same applies to the assertion of a right of retention or the right to refuse performance. Rights of retention due to defects are permissible only in a reasonable proportion to the identified defect and limited to the anticipated costs of remedying the defect.

5.5 NDTec reserves the right to demand advance payment or security equivalent to the invoice amount if, after the conclusion of the contract, specific circumstances arise or existing circumstances become known through reliable credit reports or other objective evidence, which significantly reduce the Customer's creditworthiness and jeopardise the payment of NDTec's outstanding claims from the respective contractual relationship.

6. Transfer of Risk and Shipping

6.1 The risk of loss, damage, or deterioration of the delivered goods (including repair goods) passes to the Customer upon their handover (the start of the loading process being decisive) to the carrier, freight forwarder, or any other third party designated to execute the shipment. In the case of collection by the Customer, the risk passes upon provision of the goods and notification to the Customer. This also applies to partial deliveries or if NDTec remains responsible for dispatch in connection with the delivery.

6.2 If shipment is delayed due to the fault of the Customer, a person appointed by them, or a company commissioned by them, the risk shall pass to the Customer from the date of documented notification of readiness for dispatch.

6.3 If NDTec is responsible for the installation and/or commissioning of the goods, the risk transfers to the Customer upon documented acceptance of the installation and/or commissioning. If acceptance does not occur within 12 working days after written notification of the completion of installation and/or commissioning due to reasons not attributable to NDTec, the risk shall transfer immediately after the expiry of this 12-day period.

6.4 For the provision of software via electronic communication media (e.g., the Internet), the risk passes to the Customer as soon as the software has been successfully transmitted out of NDTec's sphere of control. NDTec's sphere of control ends with documented transmission to the Customer's server or communication network.

6.5 If the shipment of goods by NDTec has been agreed upon, NDTec is entitled to determine the best shipping method at its reasonable discretion, unless the Customer has specified special shipping requirements in advance.

6.6 All shipping costs shall be borne by the Customer unless explicitly agreed otherwise.

7. Retention of Title

7.1 The delivered and/or installed goods shall remain the property of NDTec (retained goods) until full settlement of all present and future claims of NDTec arising from the ongoing business relationship with the Customer, including ancillary claims (e.g., claims for damages) and costs related to the redemption of cheques and bills of exchange. This shall also apply even if the Customer makes payments on specifically designated claims. The retention of title does not extend to claims that are unrelated to the contractual relationship.

7.2 As long as ownership has not yet transferred to the Customer, the Customer is obliged to handle the retained goods with due care, store them securely, maintain them at their own expense, and carry out necessary repairs. Furthermore, the Customer is required to insure the goods at their own expense at a market-standard level against theft, breakage, fire, water, and other damages to their full replacement value and provide proof of such insurance upon request by NDTec. The Customer hereby assigns all claims arising from these insurance contracts in advance to NDTec. NDTec accepts this assignment.

7.3 If the retained goods are combined, mixed, or otherwise processed with a principal item belonging to the Customer or a third party, it is agreed that the processing is carried out in the name of and for the account of NDTec as the manufacturer. NDTec shall acquire ownership or, if the processing involves materials from multiple owners or the value of the newly created item exceeds the value of the retained goods, co-ownership (fractional ownership) of the newly created item in proportion to the value of the retained goods (invoice value) relative to the value of the newly created item.

7.4 In the event of a breach of contract by the Customer, particularly in the case of payment default, NDTec shall be entitled, after issuing a formal notice and legally withdrawing from the contract, to reclaim the retained goods, and the Customer shall be obliged to surrender them. The filing of a petition for the opening of insolvency proceedings over the Customer’s assets entitles NDTec to withdraw from the contract with immediate effect, to the extent permitted by law, and to demand the immediate return of the retained goods.

7.5 In the event of seizure, confiscation, or any other sovereign or private intervention by third parties affecting the retained goods, the Customer must notify NDTec immediately in writing. The Customer shall reimburse NDTec for the costs incurred due to the intervention, particularly for judicial and extrajudicial costs, if the third party is insolvent or refuses to bear the costs. This shall not apply if the Customer is not responsible for the intervention.

7.6 For Customers who are resellers, the following additional provisions apply:

a. The Customer is entitled to resell the retained goods in the ordinary course of business, provided that they agree on a retention of title with their buyers in accordance with clause 7.1 and ensure that NDTec’s rights are not impaired. The right to resell ceases if the Customer and their buyers have agreed on a prohibition of assignment regarding the purchase price claim. The Customer is not entitled to pledge, transfer as security, or otherwise encumber the retained goods.

b. The Customer hereby assigns all claims arising from the resale of the retained goods, including claims from any retention of title agreements concluded with their customers, to NDTec. This assignment serves as security for all existing and future claims of NDTec arising from the business relationship with the Customer. This applies even if the retained goods have been processed or resold to multiple buyers. NDTec accepts this assignment.

c. The Customer remains entitled to collect the claims from a resale even after the assignment. NDTec’s right to collect the claims itself remains unaffected. However, NDTec undertakes not to collect the claims as long as the Customer meets their payment obligations, is not in default of payment, NDTec has not revoked the collection authority, and no application for insolvency proceedings over the Customer’s assets has been filed. In the event of a revocation of the collection authority, the Customer must, upon request by NDTec, immediately provide written disclosure regarding the parties to whom they have resold the goods, the claims arising from the resale, and furnish all necessary information and documentation for collection. Furthermore, the Customer must immediately notify their debtors of the assignment of claims.

d. NDTec undertakes, at the Customer’s request, to release securities held by NDTec without delay and to the extent that their value exceeds the secured claims by more than 50% on a non-temporary basis. The selection of the securities to be released shall be made at NDTec’s reasonable discretion. An excessive security interest is considered non-temporary if it exists for more than three months.

8. Return of Goods (Outside of Warranty)

8.1 The return of goods requires the express written consent of NDTec. The value to be reimbursed upon the return of goods is determined in particular based on the age, condition, and resaleability of the goods.

8.2 Custom-made products that were ordered at the Customer’s request or that are not part of NDTec’s standard range are generally excluded from return.

8.3 The Customer bears the risk and costs of transporting the returned goods unless the return is due to a defect or an incorrect order caused by NDTec.

9. Transport Insurance / Return of Packaging

9.1 Upon the Customer’s express written request, NDTec will insure the shipment against theft, breakage, transport, fire, and water damage, as well as other insurable risks specified by the Customer. The costs of such insurance shall be borne by the Customer.

9.2 If NDTec is obliged to take back packaging in accordance with the provisions of the Packaging Ordinance, NDTec will collect it from the Customer at its own expense. The parties shall separately agree on the details of collection, including logistics and timeframes.        

10. Warranty Rights for Material Defects

10.1 The Customer must inspect deliveries and services immediately after performance for any defects, quantity discrepancies, or incorrect deliveries. If a delivery or service is wholly or partially defective, the Customer must notify NDTec in writing immediately upon discovery; otherwise, the delivery or service shall be deemed accepted. For deliveries, the notification period for defects that are detectable through proper inspection is no more than seven working days after receipt of the goods. Regarding other defects, the goods shall be deemed accepted if the defect notification does not reach NDTec within seven working days from the date the defect became apparent. These provisions also apply to software deliveries. If the Customer does not report defects in software deliveries within seven working days, the delivery is also considered accepted.

10.2 If a defect attributable to NDTec exists at the time of the transfer of risk and has been reported in due time, NDTec shall, at its discretion, remedy the defect free of charge within a reasonable period not exceeding 14 working days, either by rectification or replacement delivery ("subsequent performance").

10.3 The Customer shall actively support NDTec in analysing defects and rectifying them, particularly by providing all necessary information and access to the goods. The Customer must take reasonable and necessary measures to limit and prevent damages, including avoiding further damages where possible without incurring significant costs or efforts.

10.4 The Customer shall always support NDTec in the analysis and rectification of defects and shall take the necessary and reasonable measures to limit and prevent damages.

10.5 If a defect is attributable to NDTec’s fault, the Customer may claim damages under the conditions set out in Clause 12.

10.6 In the case of software defects, the warranty covers error diagnosis and correction of malfunctions. The prerequisite for error correction is that the defect significantly impairs essential software functions and is reproducible. The Customer must also ensure that they have installed any new software versions offered during the warranty period that are suitable for resolving the defect. Furthermore, the Customer must provide NDTec with all necessary documents and information required for error correction. Defects in individual software programs do not entitle the Customer to terminate the contract concerning other programs. If the Customer has not concluded a software service agreement with NDTec, software maintenance that is not covered by the warranty will be charged at NDTec’s applicable list prices.

10.7 Exempted from liability for defects are defects resulting from inappropriate or improper use of the goods/service objects, particularly excessive strain that impairs functionality beyond normal use, modifications of the delivered item without NDTec’s prior consent, incorrect installation or commissioning by the Customer or third parties engaged by the Customer, wear and tear due to normal usage of a product, defects resulting from unauthorised repairs by the Customer or third parties engaged by them, failure of system environment components, or other damages due to external influences. NDTec provides no warranty that the software functions will meet the Customer’s requirements, that the selected programs will work together, that they will run continuously and without errors, or that all software defects can be eliminated. The Customer may not derive any rights from the defectiveness of NDTec’s delivery/service if the defect causes only an insignificant reduction in the value or usability of the delivery/service. A reduction is considered insignificant if it amounts to less than 5% of the value or functionality of the delivery/service.

10.8 The limitation period for defect claims is twelve months from the transfer of risk or, where acceptance is required, from acceptance or completion of the service, whichever occurs later.

10.9 For replaced or repaired parts of the delivered item, the warranty period starts anew and lasts six months from the invoice date, provided the original warranty period under Clause 10.8 for the delivered item expires earlier. If no original warranty period is specified, the same period applies to replacement parts as for the entire delivered item.

10.10 For used delivered items, except for new or newly refurbished parts, NDTec’s liability for defects under Clause 10 is excluded. New parts are those that are unused and in a condition comparable to new goods. Newly refurbished parts are used parts that have been restored to a condition comparable to new parts in terms of functionality and performance.

10.11 Further warranty claims of the Customer against NDTec or its agents that exceed the claims specified in Clause 10 are excluded.

11. Warranty Rights for Legal Defects

11.1 NDTec shall only be liable for infringements of third-party intellectual property rights arising from a delivery or service provided by NDTec to the extent that the delivery or service is used in accordance with the contract and in the contractually agreed environment, as specified in the agreement. Any use outside the agreed scope or in an alternative setting releases NDTec from liability.

11.2 NDTec shall be liable for infringements of third-party rights only at the place of the contractually agreed use of the delivery or service, as specified in the contract or within the Customer’s designated area of operation, as determined in the contract.

11.3 If a third party asserts a claim against the Customer on the grounds that a delivery or service provided by NDTec infringes its intellectual property rights, the Customer must notify NDTec without undue delay. Where legally permissible and in compliance with regulatory provisions, the Customer shall allow NDTec and, where applicable, NDTec’s suppliers, to defend against the asserted claims at NDTec’s expense. As long as NDTec exercises this right, the Customer shall not acknowledge or settle the third-party claims extrajudicially without NDTec’s prior express consent.

11.4 NDTec shall defend against potential third-party claims at its own expense and indemnify the Customer against all costs associated with the defence of such claims, unless the costs arise due to the Customer’s breach of duty, such as non-compliant use of software or unauthorised modifications to the delivered item. In such cases, the Customer shall bear the incurred costs.

11.5 If a delivery or service infringes third-party intellectual property rights, NDTec shall, at its own discretion and expense:

a. Procure the Customer the right to use the delivery or service;

b. Modify the delivery or service to render it non-infringing; or

c. Take back the delivery or service at the invoice price (less a reasonable usage fee, which shall be determined based on the duration of use and condition of the goods) if NDTec is unable to provide an alternative solution with reasonable effort (considering time, cost, and feasibility).

11.6 The interests of the Customer shall be adequately considered by ensuring that NDTec fulfils all contractual obligations and services in accordance with the agreed contractual terms and in a manner that respects the legitimate expectations of the Customer, to the extent this is feasible under the specific contractual conditions and economic circumstances.

11.7 Claims of the Customer based on legal defects shall be subject to the limitation period specified in Clause 10.8. The limitation periods set out in Clause 12 shall apply to claims for damages and reimbursement of expenses.

12. Liability

12.1 NDTec's liability for damages, regardless of the legal basis, particularly due to delay, defective or incorrect delivery or performance, impossibility, breach of contract, violation of obligations during contract negotiations, and tortious acts, is limited in accordance with this Clause 12. Liability for damages resulting from intentional or grossly negligent conduct as well as for damages to life, body, or health remains unaffected.

12.2 NDTec shall not be liable for simple negligence unless it concerns the breach of essential contractual obligations. Essential contractual obligations particularly include NDTec’s duty to deliver and, if applicable, install the delivery item free of significant defects, to ensure freedom from legal defects, and to prevent material defects that substantially impair the functionality or usability of the delivery item. Advisory, protective, and custodial duties, which enable the Customer to use the delivery item in accordance with the contract or protect the life or health of the Customer’s personnel or the Customer’s property from significant damage, are also deemed essential contractual obligations. Otherwise, NDTec is liable only for intentional or grossly negligent conduct.

12.3 To the extent that NDTec is liable under Clause 12.2, such liability is limited to damages that NDTec foresaw as a possible consequence of a contractual breach at the time of contract conclusion or should have foreseen under the circumstances known at that time.

12.4 NDTec shall not be liable for damages attributable to the Customer, particularly where the Customer failed to implement a repair recommendation issued by NDTec, or where damages were caused by improper handling, incorrect assembly, faulty installation, or other acts or omissions by the Customer. NDTec is also not liable for damages resulting from external causes beyond NDTec’s control, such as force majeure, third-party disruptions, or other unforeseeable events.

12.5 In the event of data loss, NDTec shall only be liable for the effort required to restore the data if the Customer has conducted proper data backups. A data backup is considered proper if it is performed regularly using appropriate methods. In cases of slight negligence by NDTec, liability shall only arise if the Customer performed an appropriate data backup immediately before the action leading to data loss.

12.6 Liability for indirect damages or consequential damages resulting from defects in the delivery item or service shall only exist if such damages were typically foreseeable when using the delivery item or service as intended under normal, contractually agreed conditions. Indirect damages particularly include loss of profit or business interruptions, provided such consequences were recognizable at the time of contract conclusion.

12.7 The aforementioned exclusions and limitations of liability also apply to the benefit of NDTec’s corporate bodies, legal representatives, employees, authorized agents, and other vicarious agents.

12.8 The limitations of Clause 12 do not apply to liability arising from intentional misconduct, for guaranteed quality characteristics, in the event of a breach of essential contractual obligations, for damages resulting from injury to life, body, or health, or for claims under product liability laws.

12.9 For claims for damages due to defects or other claims for damages against NDTec, the limitation period shall be twenty-four months from the transfer of risk of delivery or completion of the service. In cases of intentional misconduct, fraudulent concealment of a defect, or injury to life, body, or health, or in the case of a breach of essential contractual obligations, the statutory limitation period applies.

12.10 To the extent that NDTec provides technical advice or consultancy and such advice or consultancy is not part of the contractually agreed performance obligations, it is provided free of charge and with the exclusion of any liability, unless NDTec has acted intentionally or with gross negligence.

13. Duties of Cooperation

13.1 The Customer is solely responsible for compliance with applicable laws, regulations, and safety requirements, particularly regarding the approval, installation, operation, repair, and maintenance of the goods. The Customer undertakes to fulfill these obligations independently. This also applies to compliance with statutory and regulatory requirements regarding the import, transport, storage, and use of the goods/service objects. The Customer shall indemnify NDTec against all claims asserted against NDTec due to the violation of such regulations, unless the violation is attributable to intentional or grossly negligent conduct by NDTec.

13.2 The Customer’s essential obligations include using the goods in accordance with the specifications in the user manual, regularly performing functionality checks, and replacing consumables at the intervals specified in the user manual. The Customer is also obligated to clean the goods regularly in accordance with the instructions in the user manual.

13.3 In the event of a malfunction, the Customer must immediately take all necessary measures to protect persons and property and prevent potential hazards. NDTec must be notified without delay. Once an error has been identified, the affected products must no longer be used unless NDTec expressly authorizes their use after reviewing the defect and assessing the safety situation.

13.4 If on-site technician interventions are required, the Customer shall provide NDTec with unrestricted access to the service object and, where necessary, ensure that the surrounding area is cleaned to create a safe working environment. The Customer shall ensure that qualified personnel are present during the service to provide necessary information and respond to inquiries. The Customer undertakes to conduct regular professional data backups, particularly in relation to confidential data, in connection with service objects. Additionally, the Customer must ensure that all necessary supply connections are available and that the service object is isolated from regular business operations. NDTec reserves the right to charge the Customer for waiting times incurred due to missed appointments or delays in accessing the equipment.

13.5 If the Customer is required to cooperate in the provision of NDTec’s delivery/performance, NDTec may claim compensation for additional expenses or damages incurred due to the Customer’s failure to fulfill this obligation to the agreed extent or if the performance of the service is hindered by the Customer. A hindrance to performance particularly exists if the Customer fails to provide the necessary prerequisites or information in a timely or complete manner, which are essential for the provision of the delivery/service.

14. Confidentiality

14.1 The Customer is obligated to maintain confidentiality regarding all business, operational, and technical matters of NDTec that become known to them in connection with the delivery/performance, provided such matters are designated as confidential or are clearly of a confidential nature. This obligation continues beyond the duration of the contract. The Customer may not disclose or make available any items, promotional materials, brochures, technical documents, or other materials provided by NDTec to third parties without NDTec’s prior written consent.

14.2 The confidentiality obligation ceases if the information becomes publicly known through legal means without breaching the confidentiality obligation. Information shall be considered publicly known if it has been disclosed through publicly available sources, such as press releases, public registers, or generally accessible media.

14.3 The Customer may only use the business relationship with NDTec for advertising purposes, including the use of NDTec’s name, logo, or other trademarks in any form of public relations, advertising, or marketing, with NDTec’s prior written consent.

14.4 A breach of the above confidentiality obligations entitles NDTec to withdraw from or terminate all existing contracts without notice, without the Customer being entitled to claim damages or fulfillment of undelivered goods, unless the breach constitutes an insignificant violation of the confidentiality obligations.

15. Export Control

15.1 The resale, transfer, or export of products, services, or technologies supplied by us to countries or persons subject to current export restrictions imposed by the European Union, the Federal Republic of Germany, the United States, or other applicable legal systems is prohibited. This particularly, but not exclusively, includes Russia and Belarus.

15.2 The Customer undertakes not to resell, transfer, or export the products, services, or technologies supplied by us, either directly or indirectly, to end customers or third parties in Russia or Belarus. This applies regardless of whether the delivery occurs directly or indirectly through other countries or intermediaries.

a) Affected Goods and Technologies: This clause applies in particular to goods and technologies listed in Annexes XI, XX, XXXV, and XL of EU Regulation 833/2014.

b) Exceptions: This prohibition does not apply to deliveries to partner countries as listed in Annex VIII of EU Regulation 833/2014, including the United States, Japan, the United Kingdom, South Korea, Australia, Canada, New Zealand, Norway, Switzerland, Liechtenstein, and Iceland. Additionally, contracts concluded before 19 December 2023 remain valid until 1 January 2025 or until their respective expiration date.

15.3 The Customer must contact us immediately to clarify the legal framework. The Customer is responsible for obtaining all necessary permits for the transfer or export of the supplied products. In case of doubts or uncertainties, the Customer must contact us immediately to clarify the applicable legal conditions.

15.4 The Customer is obligated to document all transfers, resales, and exports in writing. If the Customer violates these obligations, they must notify us immediately and provide details of the breach. The Customer agrees to report any violations of re-export regulations to the competent authorities (in Germany: Federal Office for Economic Affairs and Export Control – BAFA).

15.5 The Customer shall indemnify us against all liability, costs, and damages resulting from any violation of export control regulations, including this No-Russia Clause. This includes fines, sanctions, and legal defence costs.

15.6 A violation of these provisions entitles us to:

a) Terminate the contract with immediate effect, b) Claim damages, including all direct and indirect damages, and c) Report the Customer to the competent authorities, if legally required.

15.7 The list of affected countries, persons, and goods is regularly updated by the relevant authorities (e.g., the Federal Office for Economic Affairs and Export Control – BAFA). The Customer is obliged to review these updates regularly. The latest version is available at [Link to BAFA list].

15.8 This clause is governed by German law. The exclusive place of jurisdiction is the registered office of our company.

16. Final Provisions

16.1 The Customer hereby consents to the storage of customer data received in connection with the business relationship for the purpose of contract fulfillment and, where necessary, the transfer of such data to third parties (e.g., for credit checks or insurance purposes). NDTec undertakes to comply with the data protection regulations in accordance with the General Data Protection Regulation (GDPR).

16.2 Claims of the Customer may only be assigned with the written consent of NDTec.

16.3 NDTec hereby declares compliance with the statutory provisions of the Minimum Wage Act (MiLoG).

16.4 The Customer is obliged to comply with the laws of the applicable legal system(s), including the provisions of the MiLoG. In particular, the Customer shall not actively or passively, directly or indirectly, engage in any form of bribery, violation of employee rights, or child labor. The Customer shall also take responsibility for the health and safety of their employees in the workplace, comply with environmental laws, and ensure, to the best of their ability, that their suppliers adhere to this code of conduct. If the Customer culpably violates these obligations, NDTec shall be entitled, without prejudice to further claims, to withdraw from or terminate the contract. If it is possible to rectify the breach, this right may only be exercised after a reasonable period for remediation has elapsed unsuccessfully.

16.5 The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Bamberg.

16.6 The relationship between NDTec and the Customer is governed exclusively by the law of the Federal Republic of Germany, excluding international private law and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

16.7 Should one or more provisions of these GTC be invalid or become invalid, this shall not affect the validity and enforceability of the remaining provisions. In such a case, the parties undertake to replace the invalid provision with a legally valid substitute provision that comes as close as possible to the economic intent of the original condition. The same applies in the case of a regulatory gap.

Effective as of: February 2025