1.1 These General Terms and Conditions of Sale, Delivery and Payment (hereinafter referred to as “GTC”) shall 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 (Section 310 (1) BGB).
1.2 Contracts for deliveries and services of IPROJEX GmbH shall be concluded exclusively on the basis of these GTC. Conflicting, deviating or supplementary terms and conditions of the customer shall not be recognized unless their validity has been expressly agreed to in writing by IPROJEX GmbH. This shall also apply if deliveries or services are performed without reservation in the knowledge of such terms and conditions.
1.3 Side agreements, amendments or supplements shall only be effective if confirmed in writing by IPROJEX GmbH.
1.4 These GTC shall also apply to all future business relationships with the customer, even if they are not expressly agreed again.
2.1 Our offers, whether made in writing, electronically or verbally, are non-binding and subject to change and do not constitute a legally binding offer, but merely an invitation to submit an order.
2.2 The customer shall be bound to its order for a period of four (4) weeks from receipt by IPROJEX GmbH.
2.3 A contract shall only be concluded upon our written order confirmation or, at the latest, upon delivery of the goods.
2.4 All offers and order confirmations are subject to a positive credit assessment of the customer as well as correct and timely self-supply.
3.1 All delivered products as well as drawings, technical documents, circuit diagrams, software, descriptions, specifications and other accompanying documents are subject to industrial property rights, copyrights or license rights of IPROJEX GmbH, the manufacturers or licensors.
3.2 Notices referring to such rights must not be altered, removed or rendered illegible.
3.3 The customer is obliged to inform its customers and downstream buyers of existing intellectual property rights, license rights and any usage restrictions.
3.4 We shall only be liable for damages arising from the infringement of such rights if we were aware or should have been aware of their existence. Our liability shall be limited in amount to the invoiced value of the affected goods.
4.1 The scope, time and characteristics of the delivery shall be determined exclusively by our written statements in the offer and order confirmation.
4.2 Unless otherwise agreed, delivery shall be made ex works / warehouse IPROJEX GmbH, Hamburg (Germany). Risk and costs of transport, including packaging and loading, shall pass to the customer upon handover to the carrier. This shall also apply to returns.
4.3 Transport and other packaging shall not be taken back, with the exception of pallets. Disposal costs shall be borne by the customer.
4.4 Delivery times are approximate only. They shall commence only after all technical issues have been clarified, all documents, approvals and releases to be provided by the customer have been received, and any agreed advance payments have been made.
4.5 Events of force majeure, labor disputes, strikes, lockouts, raw material shortages, export restrictions, official measures or other unforeseeable circumstances beyond our control shall extend the delivery period accordingly. This shall also apply if such circumstances occur at suppliers.
4.6 Partial deliveries are permissible and may be invoiced separately, provided this is reasonable for the customer.
4.7 In the event of a delivery delay caused by simple negligence, our liability shall be limited to a maximum of 5% of the invoiced value of the goods affected by the delay.
4.8 In cases of intent or gross negligence, we shall be liable in accordance with statutory provisions, limited to the foreseeable, typically occurring damage.
The customer shall inspect the goods immediately upon receipt for completeness, conformity with the order and obvious defects. Obvious defects must be reported in writing no later than four (4) working days after receipt. Failure to do so shall be deemed approval of the goods (Section 377 German Commercial Code – HGB). Transport damage must additionally be noted with the carrier.
6.1 The prices stated in the order confirmation shall apply; otherwise, the price list valid on the date of conclusion of the contract shall apply.
6.2 All prices are net prices ex works, plus statutory value-added tax and transport and packaging costs.
6.3 We reserve the right to adjust prices if cost increases occur after conclusion of the contract, in particular due to raw materials (e.g. gallium, indium), energy, transport or exchange rate fluctuations. Upon request, such increases will be substantiated.
6.4 Payments shall be due in advance or, unless otherwise agreed, no later than the invoice date without deduction. In the event of default, interest on arrears shall be charged at nine (9) percentage points above the applicable base interest rate (Section 288 (2) BGB). All outstanding claims shall become immediately due.
6.5 Set-off or retention shall only be permitted with undisputed or legally established claims.
7.1 The delivered goods shall remain our property until all claims arising from the business relationship have been settled in full.
7.2 The customer is obliged to treat the goods with care and to insure them adequately against fire, water and theft at its own expense.
7.3 Claims arising from resale of the goods are hereby assigned to us in advance in the amount of the respective invoice value. We hereby accept this assignment.
7.4 In the event of processing, combination or mixing of the goods subject to retention of title, we shall acquire co-ownership in proportion to the invoice value.
8.1 Warranty claims require proper inspection and notice of defects in accordance with Section 5. Any warranty for used goods is excluded.
8.2 At our discretion, we shall be entitled to subsequent performance by remedying defects or by replacement delivery. Replaced goods shall become our property.
8.3 If subsequent performance fails or is unreasonable, the customer may reduce the purchase price or withdraw from the contract. Claims for damages shall be governed exclusively by Section 9.
8.4 Warranty claims shall become time-barred twelve (12) months after transfer of risk.
9.1 Claims for damages, irrespective of the legal grounds, shall be excluded unless caused by intent or gross negligence.
9.2 In cases of simple negligence, liability shall be limited to the foreseeable, typical damage and in any case to the amount covered by our product liability insurance.
9.3 In particular, no liability shall be assumed for:
9.4 Products such as thermal pastes, phase-change materials, graphene or liquid metal products are highly technical specialty products. The customer is obliged to independently verify suitability for the intended application. Liquid metal is electrically conductive and reactive; its use is at the customer’s own risk.
9.5 Claims arising from injury to life, body or health as well as claims under the Product Liability Act remain unaffected.
Returns require our prior approval (RMA). Returns shall be made at the customer’s risk and expense. The issuance of an RMA shall not constitute an acknowledgment of a defect. Opened or used consumable materials are excluded from return.
Any assignment of claims against IPROJEX GmbH shall require our prior written consent.
The delivered products may be subject to national and international export and re-export regulations, in particular dual-use regulations. The customer is solely responsible for compliance with all applicable export control laws and licensing requirements. Any liability of IPROJEX GmbH is excluded.
13.1 Side agreements must be made in writing.
13.2 Should individual provisions be or become invalid, the validity of the remaining provisions shall remain unaffected.
Place of performance shall be Hamburg, Germany.
Jurisdiction shall be Hamburg, Germany, provided the customer is a merchant; we shall also be entitled to sue the customer at its registered office.
German law shall apply exclusively, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
IPROJEX GmbH
Hamburg, January 2026
Management