General Terms and Conditions for Business Customers

Version 1 · valid from 16 October 2026 · applies to deliveries to all member states of the European Union

For readability these terms do not use gender-specific forms; all references apply equally to all genders.

1. Scope

1.1 These terms (“B2B Terms”) apply only if the customer (“Customer”) is a trader (Unternehmer) within the meaning of § 14 of the German Civil Code (BGB) or the equivalent under the law of the country in which it is established, a legal entity under public law or a special fund under public law. They govern all contracts under which the Seller sells movable goods, digital content or goods with digital elements (“Goods”) to the Customer through nciem.de or by individual quotation (“Purchase Agreements”), whether or not the Seller manufactures the Goods. They also apply to future Purchase Agreements without a new reference.

1.2 Where the Customer uses additional services offered by the Seller (for example calibration, configuration or installation), separate service terms may apply and prevail over these B2B Terms in case of conflict.

1.3 Terms and conditions of the Customer or a third party apply only if the Seller expressly agrees to them in text form. Silence, failure to object, or performance in knowledge of such terms does not constitute agreement.

1.4 “Third Party” means any person other than the Seller and the Customer (each a “Party”), including affiliated companies of a Party. “Text form” includes e-mail.

2. Conclusion of contract

2.1 Products shown on nciem.de, in quotations, catalogues or other material are not binding offers.

2.2 An order by the Customer is a binding offer. The Customer is bound by it for 14 calendar days from submission, the day of submission included.

2.3 The Seller may accept the offer within that period by express declaration in text form or by delivering the Goods. Automatic receipt confirmations, order acknowledgements and dispatch notices are not an acceptance.

2.4 The contract language is English or German, as chosen by the Customer on nciem.de. The Seller stores the text of the contract and sends it to the Customer with the order confirmation.

3. Prices, VAT and payment

3.1 Prices shown to business customers are net prices in euros. Statutory VAT and a flat shipping charge of €30.00 per order for delivery within the European Union are added.

3.2 For deliveries to a Customer in another EU member state who provides a valid VAT identification number at the time of order, the supply is treated as an intra-Community supply and the reverse-charge procedure applies where the legal requirements are met: no German VAT is charged and the Customer accounts for VAT in its own country. The Seller verifies VAT identification numbers through the EU VIES system. If no valid VAT identification number is provided, or the verification fails, VAT is charged at the applicable rate.

3.3 Deliveries to territories that belong to the EU customs territory but not to the EU VAT area (for example the Canary Islands or the Åland Islands) are made only by individual agreement; any import VAT, excise duties and customs charges arising there are borne by the Customer.

3.4 Unless otherwise agreed, payment is due in advance by PayPal or by credit or debit card when the order is placed. Where purchase on invoice has been agreed individually, invoices are payable within 14 calendar days of delivery and receipt of the invoice, by bank transfer in euros without deduction; bank charges are borne by the Customer. From the date of default, statutory default interest is charged; further damages remain reserved.

3.5 The Customer may set off or withhold payment only on the basis of counterclaims that are undisputed, legally established, or arise from the same Purchase Agreement.

4. Delivery and retention of title

4.1 The Seller delivers to delivery addresses in the member states of the European Union. Deliveries to other countries are made only by individual agreement.

4.2 The Seller may make partial deliveries where they are reasonable for the Customer, in particular where they serve the purpose of the contract and cause no significant extra work or cost.

4.3 The Seller chooses the carrier, route and packaging.

4.4 Delivery times are estimates unless expressly agreed as binding. They refer to handover of the Goods to the first carrier, including where a supplier ships directly to the Customer on the Seller’s instruction. The standard estimate is 1–2 working days processing plus 4–7 working days transit; transit to destinations outside Germany may take longer, as indicated at checkout. Working days are Monday to Friday, excluding public holidays in Berlin.

4.5 If force majeure or other unforeseeable events for which the Seller is not responsible delay or prevent delivery (for example disruption of operations, transport delays, strikes, lawful lockouts, official measures, or failure of a supplier to deliver despite a matching order placed by the Seller), the following applies: a temporary hindrance extends delivery times by its duration plus a reasonable start-up period; a hindrance that makes delivery impossible or substantially more difficult not merely temporarily entitles the Seller to withdraw by notice in text form. If the Customer cannot reasonably be expected to accept the delayed delivery, it may withdraw by notice in text form.

4.6 Delivery is DAP (Delivered at Place, Incoterms® 2020) to the delivery address given by the Customer (“Recipient”). Risk passes when the Goods are made available to the Recipient on the arriving means of transport, ready for unloading. This also applies to partial deliveries and where the Seller provides additional services. The Customer ensures that the Recipient can accept the Goods on working days during normal business hours; costs of a failed delivery attempt caused by the Customer or the Recipient are borne by the Customer.

4.7 Retention of title: the Goods remain the Seller’s property until all current and future claims under the Purchase Agreement are paid in full. The Customer may resell the Goods in the ordinary course of business but may not pledge them or transfer them by way of security. The Customer hereby assigns to the Seller, as security, all claims arising from resale or replacing the Goods (such as insurance claims or claims for loss or destruction); the Seller accepts the assignment. The Customer may collect the assigned claims in its own name until the Seller revokes this authorisation on payment default. If the security exceeds the secured claims by more than an appropriate amount, the Seller releases the excess at the Customer’s request. Where the law of the country in which the Goods are located requires further steps for the retention of title to be effective (for example registration or a particular form), the Customer cooperates in taking those steps at the Seller’s request.

5. Software

Where the Goods contain software licensed to the Customer, the licence terms of the software provider and/or the Seller apply. The Seller provides them on request.

6. Defects

6.1 The Customer’s rights in case of defects follow the statutory provisions unless sections 6 and 7 provide otherwise. Rights under guarantees given by the Seller or a manufacturer remain unaffected. Sections 6.3 and 6.4 do not apply where the last contract in the supply chain is a sale of goods to a consumer or a contract for the supply of digital content to a consumer.

6.2 The Customer, or the Third Party it designates, must inspect the Goods without undue delay after delivery. Obvious defects, and defects that a careful inspection would have revealed, must be notified in text form without undue delay and at the latest within 14 calendar days of delivery; hidden defects within 14 calendar days of their discovery. Otherwise the Goods are deemed approved with regard to that defect. Transport damage visible on delivery should additionally be noted to the carrier on receipt. On request, the Customer returns rejected Goods to the Seller or a Third Party it names; if the notice was justified, the Seller reimburses the necessary costs.

6.3 If the Goods are defective, the Seller will remedy the defect within a reasonable period, at its choice by repair or by delivering defect-free Goods.

6.4 Claims for defects become time-barred one year after delivery. This does not apply to items used for a building in accordance with their normal use that have caused its defectiveness; to claims for damages for injury to life, body or health or for intentional or grossly negligent breach of duty by the Seller, its legal representatives or vicarious agents; to fraudulently concealed defects; or to claims under the German Product Liability Act (Produkthaftungsgesetz) or other mandatory product liability law. In these cases the statutory limitation periods apply.

6.5 If a manufacturer guarantee exists, the Seller passes on the manufacturer information it holds so that the Customer can assert guarantee claims.

7. Liability

7.1 For slight negligence the Seller is liable only for breach of essential contractual obligations, meaning obligations whose fulfilment makes proper performance of the Purchase Agreement possible in the first place and on which the Customer regularly relies and may rely.

7.2 In cases of slight negligence the Seller is not liable for lost profit, lost savings or other indirect or consequential damage, and its liability is limited to the damage that is typical and foreseeable for this type of contract.

7.3 Liability for wasted expenditure is limited to expenditure typical for the type of Purchase Agreement concerned.

7.4 In cases of slight negligence, liability for delay damages is limited to 5% of the agreed price of the delayed Goods.

7.5 For loss of data the Seller is liable only if the Customer has backed up the data regularly and in line with the current state of the art; liability is limited to the cost of restoring the data from that backup.

7.6 Sections 7.1 to 7.5 do not apply to liability for injury to life, body or health, under the German Product Liability Act or other mandatory product liability law, for intent or gross negligence of the Seller, its legal representatives or vicarious agents, or under a guarantee given.

8. Export control and sanctions

8.1 The Customer complies with all applicable foreign trade law in respect of the Goods, including sanctions, embargoes and export controls of the United Nations, the European Union and its member states, the United Kingdom and the United States (“Sanctions”), also on resale or other transfer. Many test and measurement instruments may be dual-use items under Regulation (EU) 2021/821.

8.2 The Customer warrants that neither it nor its subsidiaries are listed on a sanctions list of these bodies, or owned or controlled directly or indirectly by such a listed person, and informs the Seller in text form without delay if this changes.

8.3 Before the contract is concluded, the Customer informs the Seller in text form if the Goods are intended, or may be used, for military, nuclear, weapons-related or arms-related purposes outside the EU that require authorisation. Without such notice, the Customer is deemed to confirm that no such use is intended. If there are concrete indications of such use, the Seller may involve the competent authority; the Customer has no claims for resulting delays.

8.4 The Customer must not sell, deliver, transfer, export or re-export the Goods, directly or indirectly, to Russia or Belarus or for use there where this breaches Regulation (EU) No 833/2014 or Regulation (EC) No 765/2006, and uses its best efforts to prevent Third Parties further down the supply chain from doing so. A breach is a material breach of contract entitling the Seller to terminate without notice and claim damages. The Customer reports known or imminent breaches without delay and provides the information needed to verify compliance on request.

9. Data on returned Goods

9.1 Before returning Goods that store data (data loggers, testers, instruments with memory) for any reason, the Customer backs up and then permanently deletes all data on them, in particular personal and confidential data.

9.2 The Seller cannot ensure that remaining data is deleted and is not liable for Third Party access to it. The Customer indemnifies the Seller against claims, including Third Party claims, arising because the Goods still contained data. Remaining data is not treated as confidential.

10. Voluntary return rights

Business customers have no statutory right of withdrawal. Any return or withdrawal right the Seller grants the Customer by individual agreement or in its other published policies remains unaffected by these B2B Terms.

11. Miscellaneous

11.1 Confidentiality: the Customer keeps non-public prices, discounts and other commercial terms disclosed by the Seller confidential for five years after conclusion of the Purchase Agreement. This does not apply to disclosure to affiliated companies bound to the same confidentiality (the Customer being liable for them), to courts and authorities where disclosure is legally required, or to information that has become public through no fault of the Customer or its affiliates.

11.2 Headings are for convenience only and do not affect interpretation.

11.3 The law of the Federal Republic of Germany applies exclusively, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG). This choice of law applies regardless of the country in which the Customer is established or to which the Goods are delivered.

11.4 The exclusive place of jurisdiction, including international jurisdiction, for all disputes arising from or in connection with the Purchase Agreement or these B2B Terms is Berlin, Germany. The Seller may also sue the Customer at its general place of jurisdiction. Mandatory exclusive places of jurisdiction remain unaffected.

11.5 These B2B Terms are available in German and English. In case of discrepancies between the two versions, the German version prevails.

11.6 If any provision of the Purchase Agreement or these B2B Terms is or becomes invalid, the rest remains valid. Any gap is filled by the valid provision the Parties would have agreed in view of the commercial purpose had they been aware of it.

National Company for Industrial Equipment Marketing NCIEM UG (haftungsbeschränkt) · Lohmühlenstraße 65 · 12435 Berlin · Germany · [email protected] · +49 30 2325 8284