BUSINESS TERMS

Terms and Conditions

Status: English translation · German law applies where stated below · Version: August 2026

1. Scope

These Terms and Conditions apply to all business relationships between ElbeCore – Thomas Hänel, Birkenstraße 46, 01328 Dresden, Germany, and its customers, unless the respective quotation, order confirmation or individual agreement provides otherwise.

ElbeCore deals exclusively with entrepreneurs (business customers) within the meaning of Section 14 of the German Civil Code (BGB). These Terms and Conditions therefore apply to transactions with companies, legal entities under public law and special public-law funds.

Any terms and conditions of the customer that conflict with or deviate from these Terms and Conditions shall apply only if ElbeCore has expressly agreed to them in text form.

2. Services provided by ElbeCore

ElbeCore primarily undertakes the technical procurement and coordination of CNC components and other technical parts. Depending on the order, the services may include technical clarification, enquiries and the selection of suitable manufacturing partners, costing, procurement, quality coordination, finishing and delivery coordination.

As part of the respective transaction, ElbeCore purchases finished components or agreed manufacturing services from suitable suppliers and manufacturing partners and resells them to the customer. The scope and nature of the services owed are set out in the respective quotation and order confirmation.

3. Quotations and conclusion of contract

Our quotations are non-binding unless they are expressly designated as binding. Unless the quotation states otherwise, quotations are valid for 30 days from the date of issue.

A contract is concluded upon our written order confirmation or by execution of the order.

Acceptance of an order or performance of a delivery does not constitute acceptance of any conflicting purchasing terms and conditions of the customer.

Technical documents, drawings and other information provided by the customer shall form part of the order only to the extent that they are expressly taken into account in the quotation or order confirmation.

4. Prices, packaging and shipping

The prices stated in the respective quotation or order confirmation shall apply. Unless otherwise agreed, prices are net and exclusive of the statutory value added tax applicable at the time.

Packaging, shipping, transport, insurance, customs, import and other incidental costs shall be charged in accordance with the respective quotation or borne by the customer, where agreed.

For international deliveries, the customer shall bear the import duties, customs duties and other costs allocated to it under the agreed delivery terms or Incoterm.

5. Technical documents and customer cooperation

The customer shall provide ElbeCore with complete and accurate technical information required to process the enquiry. This may include, in particular, drawings, CAD data, specifications, tolerances, material details, surface requirements, inspection requirements and delivery dates.

The customer is responsible for being authorised to use and transmit the documents it provides and for ensuring that this does not infringe any third-party rights.

Changes to technical requirements after the order has been placed may affect the price, delivery time and technical feasibility. Such changes require coordination and may result in an adjustment of the agreed services.

6. Technical review and manufacturing partners

ElbeCore coordinates technical procurement on the basis of the information provided by the customer. Where required for the enquiry, ElbeCore may transmit technical documents to selected manufacturing or supply partners.

ElbeCore selects suitable procurement and manufacturing partners according to technical, quality, scheduling and commercial criteria.

A specific manufacturing technology, manufacturing location or supplier shall form part of ElbeCore’s contractual obligations only if expressly agreed.

7. Delivery dates and lead times

Delivery dates and lead times are agreed in the respective quotation or order confirmation.

Lead times generally do not begin until all technical information, approvals and other cooperation required from the customer for execution of the order have been provided.

Delivery dates are binding only if they have been expressly confirmed as binding.

In the event of delays beyond ElbeCore’s control, in particular delays caused by suppliers or manufacturing partners, transport providers, authorities, customs offices or force majeure, the delivery period shall be extended appropriately.

This also applies to unforeseeable disruptions in the supply chain for which ElbeCore is not responsible.

8. Delivery, transfer of risk and transport damage

Unless otherwise agreed in the quotation or order confirmation, delivery shall be made to the delivery address specified by the customer.

The transfer of risk shall be governed by the statutory provisions or by the Incoterm agreed in the individual contract.

Upon receipt, the customer shall inspect the delivery within the scope of an orderly business operation for completeness, identity and externally visible transport damage.

Visible transport damage shall be documented and reported to the transport provider and ElbeCore as soon as reasonably possible.

9. Payment and default

The payment period is set out in the respective quotation or order confirmation.

Unless a different agreement has been made, invoices are due for payment without deduction within the stated payment period.

In the event of default in payment, the statutory provisions shall apply. In particular, ElbeCore is entitled to claim statutory default interest and any further damages for default permitted by law.

In the event of significant default in payment, ElbeCore may withhold further deliveries and services until the matter has been clarified or the outstanding amounts have been settled, to the extent permitted by law.

10. Retention of title

Delivered goods shall remain the property of ElbeCore until all claims arising from the respective contractual relationship have been paid in full, to the extent that retention of title is permitted by law.

The customer may resell goods subject to retention of title in the ordinary course of business, provided that it is not in default of payment and the statutory requirements are met.

The customer shall inform ElbeCore without undue delay of any seizure, confiscation or other third-party access to goods subject to retention of title.

11. Inspection, notification of defects and warranty

Upon receipt, the customer shall inspect the delivered goods without undue delay, within the scope of an orderly business operation, for quantity, identity and obvious defects.

Obvious defects shall be reported to ElbeCore without undue delay after receipt of the goods and, at the latest, within the statutory inspection and notification periods. Hidden defects shall be reported without undue delay after discovery.

ElbeCore is responsible, in accordance with the statutory provisions, for the delivered components having the characteristics agreed in the respective order and meeting the technical requirements agreed there.

In the case of justified defects, ElbeCore shall initially be entitled to remedy the defect in accordance with the statutory provisions. The type and scope of subsequent performance shall be governed by the statutory requirements.

The warranty presupposes that the delivered products are used as intended and in accordance with the agreed technical specifications.

12. Quality requirements and inspection documents

Where agreed in the quotation or order, the delivery may include, in particular, inspection reports, measurement reports, material certificates, mill test certificates, surface treatment or heat treatment records and other quality documentation.

A specific inspection or documentation service is owed only if expressly agreed.

For customer-specific components, the drawings and technical specifications approved by the customer shall be authoritative.

13. Confidentiality

ElbeCore treats the customer’s technical and business information confidentially and discloses it only where necessary to process and perform the specific order or where there is a legal obligation to do so.

The customer also undertakes to treat as confidential any confidential information made available to it in the course of the business relationship with ElbeCore.

ElbeCore is entitled to transmit technical documents to selected manufacturing partners using ElbeCore project or part numbers where this is necessary for procurement. Information identifying the customer shall be transmitted only to the extent required for the specific execution of the order.

14. Intellectual property rights and rights of use

The customer remains responsible for the drawings, CAD data, texts, trademarks and other documents it provides and warrants that their use in connection with the order does not infringe third-party rights.

The customer’s documents shall not be used for purposes other than processing and performing the order, unless otherwise agreed.

The customer shall indemnify ElbeCore against justified third-party claims arising from an infringement of intellectual property rights attributable to the customer and caused by documents provided by the customer, to the extent permitted by law.

15. Foreign trade, sanctions and imports

Performance of the contract is subject to there being no mandatory provisions of German, European or otherwise applicable foreign trade, export control or sanctions law to the contrary.

The customer shall provide ElbeCore with the information and documents required for lawful export, transfer or import, insofar as these fall within the customer’s sphere of responsibility.

Delays or non-performance resulting from mandatory legal prohibitions or official measures are reserved.

16. Liability

ElbeCore shall be liable only in accordance with the statutory provisions.

ElbeCore’s liability for damage caused by slight negligence is excluded to the extent permitted by law.

In the event of a slightly negligent breach of material contractual obligations, ElbeCore shall be liable exclusively for the damage that is typical for the contract and foreseeable.

The foregoing limitations of liability shall not apply in cases of intent, gross negligence, damage resulting from injury to life, body or health, or cases of mandatory statutory liability.

Liability under the German Product Liability Act remains unaffected.

17. Force majeure

Events beyond the reasonable control of a contracting party, in particular natural events, war, acts of terrorism, official measures, strikes, lockouts, operational or IT disruptions, energy outages, significant supply chain disruptions, pandemics or other unforeseeable events, may release the affected party from its performance obligations for the duration and to the extent of their effects, provided that the statutory requirements are met.

18. Set-off and right of retention

The customer may set off claims only if they are undisputed or have been established by a final and binding court decision, to the extent permitted by law.

A right of retention may be exercised only insofar as it is based on the same contractual relationship and the statutory requirements are met.

19. Applicable law and place of jurisdiction

The law of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG), to the extent that such exclusion is permitted by law.

If the customer is a merchant, a legal entity under public law or a special public-law fund, and the statutory requirements for an agreement on jurisdiction are met, Dresden shall be the agreed place of jurisdiction.

Otherwise, the statutory places of jurisdiction shall apply.

20. Final provisions

Individual agreements with the customer shall take precedence over these Terms and Conditions.

If any provision of these Terms and Conditions is or becomes wholly or partly invalid, the validity of the remaining provisions shall remain unaffected. The statutory provisions shall replace the invalid provision.

ElbeCore – Thomas Hänel
Birkenstraße 46 · 01328 Dresden · Germany
info@elbecore.de

Business model note: These Terms and Conditions are aligned with ElbeCore’s current B2B business model as a technical procurement and trading organisation. If the business model changes significantly or special contractual models are used, these Terms and Conditions should be adapted accordingly and reviewed by a legal professional.

Translation note: This is an English translation of the German ElbeCore Terms and Conditions. References to German law and the statutory provisions cited in the German version have been retained. The German-language version is authoritative. In the event of any discrepancy or ambiguity, the German-language version shall prevail.