General terms and conditions
of business

1. All of our (ZEBRA Engineering GmbH) deliveries and services to customers who are not consumers in the sense of German law are carried out exclusively in accordance with our general terms and conditions below. Deviations require individual agreement in text form. For deliveries and services in connection with computer software created or supplied by us and its use, our license conditions for software also apply, which will be sent to the customer on request.

2. Any terms and conditions of the customer are hereby rejected. The objection also extends to such third-party provisions that are not regulated here, insofar as they deviate from the law to our disadvantage. Deviating agreements require our written confirmation for each individual contract. With the acceptance of delivery or service, our conditions are recognized as binding, even in the event of a previous objection.

3. All agreements made between ZEBRA Engineering GmbH (hereinafter referred to as ZEBRA) and the customer for the purpose of executing this contract are set out in writing in this contract.

4. The supplier’s general terms and conditions of sale and delivery also apply to all future transactions with the customer.

1. A contract or other business relationship with us is only concluded through explicit declarations of intent by both parties. If we do not respond to a commercial confirmation letter or do not respond promptly, the application is deemed to have been rejected by us.

2. The scope of the deliveries or services is determined by the mutual declarations made in text form. Oral agreements are only binding if they have been confirmed by us in text form. In order to be effective, incidental agreements, additions or changes to the contract must be confirmed by us in text form.

3. Protective devices will be supplied to the extent that this is required by law or expressly agreed.

4. The regulations of the "Verbandes Deutscher Elektrotechniker" or the "Verbandes Deutscher Maschinen- und Anlagenbau e. V." apply to all deliveries or services, insofar as they are relevant to the safety of the deliveries or services. Deviations are permitted insofar as the same level of safety can be ensured in another way.

5. We reserve all ownership and copyright rights to cost estimates, drawings and other documents; they may only be made accessible to third parties with our prior consent. Drawings and other documents belonging to offers must be returned immediately upon request if the order is not placed with the provider. Sentences 1 and 2 apply accordingly to the customer's documents; however, these may be made accessible to third parties to whom we have legitimately transferred deliveries or services.

6. The documents accompanying the offer, such as illustrations, drawings, weight and dimensions, are only approximate unless they are expressly designated as binding.

1. All prices are net plus the applicable statutory sales tax or VAT. For deliveries, prices apply from the company's headquarters including loading. They do not include: packaging, value insurance, transport costs and unloading.

2. If assembly/installation/computer programming is agreed, these works will be charged separately, including incidental costs such as travel expenses or allowances.

3. We reserve the right to increase prices in the case of contracts with an agreed delivery time of more than 4 months from the conclusion of the contract or in the case of continuing obligations in accordance with any cost increases resulting from collective agreements or increases in material prices or increases in the statutory sales tax rate.

4. Unless otherwise stated in the order confirmation, ZEBRA's prices are in EURO and are ex works including loading at the factory, but excluding packaging, freight, transport, insurance, customs duties and the applicable statutory sales tax. Partial invoices are permitted for partial deliveries.

5. Unless otherwise stated in the order confirmation, the purchase price is due for payment immediately without any deductions. The deduction of a discount requires a special written agreement.

6. Unless other payment terms have been agreed, default occurs after the customer has been reminded or 14 days after the invoice is issued. Interest on arrears will be calculated at 8% above the base interest rate. This does not exclude the assertion of further damages.

7. A right of retention can only be based on claims of the customer arising from the same legal relationship that have been recognized by ZEBRA or have been legally established.

8. Set-off is only permitted with claims recognised by ZEBRA or legally established.

1. All goods delivered remain our property until all claims arising from the business relationship with the customer have been paid in full, including all balance claims from current accounts. If the value of all security rights to which we are entitled against the customer exceeds the amount of our claims secured by this by more than 20 percent, we will release a corresponding portion of the security rights at the customer's request.

2. a) Before full payment, the resale of the reserved goods is only permitted to resellers in the ordinary course of business and only under the condition that the reseller receives full payment from its customer or makes the reservation that ownership will only pass to the customer when the customer has fully fulfilled its payment obligations. The customer hereby assigns to us in full, as security, all claims arising from the resale or any other legal reason relating to the reserved goods - including future claims, including all claims from current accounts and all ancillary rights, without the need for any subsequent special declarations. If the reserved goods are resold together with other items without an individual price having been agreed for the reserved goods, the customer assigns to us, with priority over the remaining claim, that part of the total price claim which corresponds to the price of the reserved goods invoiced by us.

b) If a legitimate interest can be demonstrated, the customer must provide us with the information and the necessary documents to assert his rights against the reseller.

c) Until revoked, the customer is entitled to collect the assigned claims from the resale. If there is an important reason, in particular in the event of late payment, cessation of payment, opening of insolvency proceedings (bankruptcy, composition, total enforcement), protest of a bill of exchange or if there are comparable justified indications that suggest the customer's insolvency, we are entitled to revoke the customer's collection authority. In addition, after prior warning of disclosure of the security assignment or the realization of the assigned claims and observing a reasonable period of time, we can disclose the security assignment, realize the assigned claims and demand that the customer disclose the security assignment to the reseller.

3. a) The customer is permitted to process, transform or combine the reserved goods with other items. The processing, transformation or combination is carried out for us. The customer will store the new item for us free of charge with the care of a prudent businessman. The processed, transformed or combined item is considered to be reserved goods.

b) In the event of processing, transformation or combination with other items not belonging to us, we shall be entitled to co-ownership of the new item in the amount of the share resulting from the ratio of the value of the processed, transformed or combined reserved goods to the value of the other processed goods at the time of processing, transformation or combination. If the customer acquires sole ownership of the new item, we and the customer agree that the customer grants us co-ownership of the new item created through processing, transformation or combination in the ratio of the value of the processed, transformed or combined reserved goods to the other processed, transformed or combined goods at the time of processing, transformation or combination.

c) In the event of the sale of the new item, the customer hereby assigns to us his claim from the resale against the reseller, including all ancillary rights, as security, without the need for any further special declarations. However, the assignment only applies to the amount that corresponds to the value of the processed, converted or combined reserved goods invoiced by us to the customer. The portion of the claim assigned to us must be satisfied with priority. With regard to the collection authorization and the conditions for its revocation, Art. "Deliveries and Services" applies.

d) If the customer combines the reserved goods with real estate or movable property, the customer shall, without the need for any further special declarations, also assign to us as security his claim to which he is entitled as compensation for the combination, including all ancillary rights, in the amount of the ratio of the value of the combined reserved goods to the other combined goods at the time of the combination.

4. The goods may not be pledged to third parties or assigned as security before full payment has been made. The customer must notify us immediately of any access by third parties, such as seizures, and inform the seizing or assigning creditor of our retention of title. The customer must reimburse us for any costs of intervention. The customer bears the risk of loss or damage even while the retention of title is in effect.

5. If the customer acts in breach of contract - in particular if payment is delayed - we are entitled to demand the return of the reserved goods. The customer is obliged to hand them over. The return or assertion of the retention of title or the seizure of the delivery item by the supplier does not constitute a withdrawal from the contract unless we expressly declare this in writing. After prior warning, we are entitled to sell the reserved goods taken back and to satisfy ourselves from the proceeds, offsetting them against the outstanding claims.

6. If retention of title is not effective in a foreign country, if its law applies, the customer is obliged to cooperate in all measures, in particular to make all declarations required on his part, in order to provide ZEBRA with securities that are equivalent to a retention of title.

7. The customer is obliged to treat the delivery item with care and, at ZEBRA's request, to insure it adequately against damage for the duration of the retention of title. The customer hereby assigns any claims against the insurance to ZEBRA.

8. In the event of seizures or other interventions by third parties, the customer must notify us immediately in writing so that we can file a lawsuit in accordance with Section 771 of the Code of Civil Procedure. If the third party is unable to reimburse ZEBRA for the legal and extrajudicial costs of a lawsuit in accordance with Section 771 of the Code of Civil Procedure, the customer is liable for the loss incurred by ZEBRA.

9. If the delivery item is inseparably mixed or combined with other items not belonging to ZEBRA, ZEBRA acquires co-ownership of the new item in proportion to the value of the delivery item to the other mixed or combined items at the time of mixing or combining. If the mixing or combining takes place in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer transfers to us the proportionate co-ownership of the main item. The customer safeguards the sole or co-ownership thus created for ZEBRA.

10. To the extent that the law in whose area the delivery item is located does not permit retention of title, the customer can exercise all rights that he can reserve for himself in relation to the delivery item. The customer is obliged to cooperate in measures that serve to protect our property rights or, in lieu of this, another security right in the delivery item.

1. All payment claims are due immediately after delivery/service and invoicing, unless a different payment deadline is confirmed in our order confirmation or invoice. Discounts and other reductions require a separate agreement in writing. We are authorized to issue partial invoices for partial deliveries/services and to request advance payments before delivery/service; the customer is only entitled to make partial or instalment payments with our written consent.

2. The customer must pay any monetary claims into our bank account at his own expense and risk. Payment is made when the amount is credited to our bank account; in the case of checks or direct debits, payment is made at the time when the credit can no longer be reversed. Suppliers and employees are only authorized to collect cash payments with a separate power of attorney.

3. If the customer is more than 28 days late in paying the invoice or an approved partial payment, our entire outstanding amount against the customer will become due immediately, even if we have already accepted the customer's checks for cashing.

4. The customer is only entitled to offset or withhold payment against our payment claims if his asserted claims are undisputed or legally binding. The right to reduction remains unaffected by this.

1. Deadlines for deliveries or services are only binding if they are set out in the contract or our order confirmation in text form.

2. In the case of mere delivery, agreed deadlines shall be deemed to have been met if the ready-to-use consignment has been dispatched or picked up from us within the agreed delivery period.

3. Compliance with delivery deadlines requires the timely receipt of all documents to be provided by the customer, necessary approvals and releases, in particular plans, as well as compliance with the agreed payment terms and other obligations by the customer. If these requirements are not met in a timely manner, the deadlines we must comply with will be extended accordingly. Even in the case of expressly guaranteed delivery dates, force majeure or events that make delivery difficult or impossible for the supplier - this includes in particular strikes, lockouts, official orders, delivery delays by third parties, etc. - release us from any liability. The deadline will be extended accordingly.

4. If we are responsible for failure to meet binding deadlines, the customer's claim for compensation for damages caused by delay is limited to a maximum of 0.5% of the agreed invoice value for each completed week of delay, but a maximum of 5% of the invoice value of the deliveries and services affected by the delay. This does not apply if we are liable in cases of intent or gross negligence.

5. If delivery is delayed at the customer's request, we are entitled to charge the customer a flat-rate storage fee of 2.5% of the invoice amount for each month started, up to a maximum of 5% of the invoice amount, for the period from four weeks after notification of readiness for dispatch. We reserve the right to demand reimbursement of actually higher costs.

6. In the event of default of acceptance by the customer, we are entitled, at our discretion, to demand compensation for the additional costs incurred from the time of the default or to grant the customer a grace period of at least one week, together with the threat of withdrawing from the contract in the event of continued default. The right to compensation remains unaffected by the exercise of withdrawal.

7. The delivery period begins with the dispatch of the order confirmation, but not before the provision of the documents, approvals and releases to be obtained by the customer and receipt of an agreed down payment.

8. The delivery period shall be extended appropriately in the event of industrial action, in particular strikes and lockouts, as well as in the event of significant, unforeseen obstacles that are beyond ZEBRA's control, provided that such obstacles can be proven to have a significant impact on the completion or delivery of the delivery item. This also applies if these circumstances occur with subcontractors.

9. Industrial disputes, in particular strikes and lockouts, as well as the occurrence of significant, ZEBRA is not responsible for unforeseen obstacles that are beyond ZEBRA's control, provided that such obstacles can be proven to have a significant impact on the completion or delivery of the delivery item, even if they arise during an existing delay. Section 287 sentence 2 of the German Civil Code is waived. In important cases, ZEBRA will immediately inform the customer of the start and end of such obstacles.

10. However, ZEBRA is entitled, after setting and fruitless expiration of a reasonable period of time, to dispose of the delivery item in another way and to supply the customer with a reasonably extended period of time.

11. The delivery period shall be suspended as long as the customer does not fully fulfil his contractual obligations, which include, among other things, the timely provision of sample material (e.g. packaging material and filling material).

... the risk is transferred to the customer, even if freight-free delivery has been agreed!

1. a) For delivery without installation or assembly, when the ready-to-use shipment has been brought for dispatch or picked up. Packaging is carried out with the greatest care. Shipping is carried out at our best discretion. At the customer's request and expense, we will insure the shipment against breakage, transport and fire damage.

b) For deliveries with installation or assembly, on the day of acceptance in the customer's own company; if a trial run has been agreed, after a flawless trial run. It is assumed that the trial run or acceptance in the customer's own company follows immediately after the installation or assembly is ready for operation. If the customer does not accept the offer of a trial run or acceptance in the customer's own company, the risk for the period of delay passes to the customer after 14 days from this offer.

c) If the dispatch, delivery or the start or execution of the installation or assembly is delayed at the request of the customer or for reasons for which he is responsible, the risk shall pass to the customer for the period of delay; however, we are obliged to arrange the insurance required by the customer at the customer's request and expense.

d) Upon the occurrence of default in acceptance, the risk of accidental deterioration and accidental loss shall pass to the customer.

2. Transfer of risk upon provision of the delivery parts on the ZEBRA ramp shall be deemed to have been agreed even if partial deliveries are made or the supplier has undertaken other services, such as installation and commissioning.

3. If shipment is delayed due to circumstances for which the customer is responsible, the risk shall pass to the customer from the day the goods are ready for shipment; however, ZEBRA is obliged to arrange the insurance required by the customer at the customer's request and expense.

4. Delivered items that only have minor defects must be returned by the customer without prejudice to his rights under Art. "Warranty" or any legal claims.

5. Partial deliveries are permitted.

A. The customer must provide at his own expense:

1. All auxiliary staff and aids, including any necessary machines, materials and tools, unless these are expressly included in the scope of services contractually agreed upon by us;

2. Operating power and water including the necessary connections to the point of use, heating and general lighting,

3. Protective clothing and protective devices which are required due to special circumstances at the installation site and which are not customary in the Contractor’s industry.

B. Before the start of the installation work, the customer must provide us, without being asked, with the necessary information on the location of concealed electricity, gas, water pipes or similar systems as well as the required static information.

C. The customer must provide the installers or assembly personnel with a weekly certificate of working hours to the best of their knowledge. The customer is also obliged to immediately provide the installers or assembly personnel with a written certificate confirming the completion of the installation or assembly.

1. Delivered items must be accepted by the customer. If we are also responsible for assembly/installation/computer programming, the customer is obliged to accept them after completion, even if the delivered items or work have minor defects. The customer's warranty rights remain unaffected.

2. Partial deliveries are permitted provided that they are not unreasonable for the customer in accordance with the contractually intended purpose.

1. The customer is obliged to notify us in writing of any obvious defects in the delivery or service immediately after delivery or completion of the service. If the written form is not immediately possible due to external circumstances, a verbal complaint must be made in writing within 2 days of delivery/provision of the service. If a defect only becomes apparent later (hidden defect), the customer must also notify us in writing immediately, but within 2 days at the latest. If the customer does not fulfill this notification obligation, the delivery or service is deemed to have been approved in accordance with commercial law.

2. Any assurances regarding the content, usability or suitability of our products and services must be in writing.

3. All parts or services which exhibit a material defect shall, at our discretion, be repaired, replaced or provided again free of charge, provided that the cause of the defect already existed at the time of transfer of risk.

4. Claims for subsequent performance expire after 12 months from the start of the statutory limitation period; the same applies to withdrawal, reduction and compensation for substitute performance. If our deliveries and services are intended for use in a building belonging to the customer according to the contract or the usual intended purpose, the limitation period is 4 years. A limitation period of 2 years applies to the customer's right of recourse as a reseller according to Section 479 Paragraph 1 of the German Civil Code.

5. In the event of complaints about defects, payments from the customer may only be retained to an extent that is in reasonable proportion to the costs incurred in connection with the defect. The customer has no right of retention if his claims for defects have already expired. If the complaint about defects was unjustified, we are entitled to charge the customer for our costs of the inspection.

6. We can provide subsequent performance at our own discretion or at the location where our delivery/service is located as intended. Customer claims for expenses required for the purpose of subsequent performance, in particular transport, travel, labor and material costs, are excluded to the extent that the expenses increase because the object of the delivery was subsequently moved to a location other than the one intended under the delivery contract.

7. If the customer intends to assert claims due to defects in the delivery item make, he must hand over or send the delivery item or individual parts thereof to ZEBRA for inspection, unlessThis is not technically possible or unreasonable (e.g. in the case of large, permanently installed systems).

8. ZEBRA is entitled to refuse subsequent performance in accordance with the statutory provisions. In the event of subsequent performance being refused, failing or being unreasonable for the customer, the customer is entitled to withdraw from the contract or to reduce (reduce) the purchase price in accordance with the provisions of the following point.

9. The customer is only entitled to withdraw from the contract, unless withdrawal is excluded by law, or to reduce the purchase price after the expiry of a reasonable deadline set by him for subsequent performance, unless the deadline is unnecessary according to the statutory provisions. In the event of withdrawal, the customer is liable for deterioration, loss and lost benefits not only for the usual care, but also for any negligent and intentional fault.

10. Any claims for damages and reimbursement of expenses by the customer shall be subject to the provisions of Article “Claims for damages”.

11. ZEBRA's liability for defects shall be void if the customer has not followed the operating or maintenance instructions, made changes to the delivery item, replaced parts or used consumables that do not comply with the original specifications, unless the customer proves that the defect is not due to this.

12. Liability for defects in the delivery item or individual parts thereof, which have their cause in normal wear and tear is generally excluded.

13. The limitation period for claims for defects is one year, calculated from the start of the statutory limitation period. In the case of a building and an item that has been used for a building in accordance with its usual use and has caused its defects, the statutory limitation period applies, Sections 438 Paragraph 1 No. 2 and 634 a Paragraph 1 No. 2 of the German Civil Code (BGB). The statutory periods also apply in the case of intent or malice and in the cases of Sections 478 and 479 of the German Civil Code (BGB).

1. For damages not caused to the delivery item itself, we shall only be liable – for whatever legal reasons –

a) in the event of intent or gross negligence on the part of our company and/or our vicarious agents;

b) in the case of culpable injury to life, body or health,

c) in the case of defects which we have fraudulently concealed,

d) within the framework of a guarantee commitment,

e) in the event of defects in the delivery item, insofar as liability is incurred under the Product Liability Act for personal injury or property damage to privately used items.

2. In the event of culpable breach of essential contractual obligations, we shall also be liable for slight negligence, in the latter case limited to the damage typical for the contract and reasonably foreseeable. Further claims are excluded.

3. We are not liable for work carried out by suppliers or assembly personnel or other vicarious agents employed by us, insofar as this work is not related to the delivery and installation or assembly within the scope of our performance obligation, or insofar as it was initiated by the customer.

4. Furthermore, liability for damages is excluded regardless of the legal nature of the asserted claim. In this respect, ZEBRA is not liable in particular for damages that did not occur on the delivery item itself..

5. The mandatory provisions of the Product Liability Act remain unaffected.

6. The customer’s claims for reimbursement of expenses are limited to the amount of the interest that the customer has in the performance of the contract.

7. To the extent that ZEBRA’s liability is excluded or limited, this also applies to the personal liability of its employees, workers, staff, representatives and vicarious agents.

8. The customer is aware and acknowledges that under German law any warranty or guarantee claims are excluded if the customer modifies any parts of the items delivered under this contract. This exclusion of claims applies in particular to but not exclusively, the (operating) software of the delivered items. In addition ZEBRA informs the customer that any changes to the delivered Items may be capable of infringing ZEBRA's intellectual property rights; the customer hereby confirms that he is aware of this.

1. Unless otherwise agreed, we are obliged to provide the delivery free of third-party industrial property rights and copyrights (hereinafter: intellectual property rights) only in the country of the place of delivery.

2. If a third party makes legitimate claims against the customer due to the infringement of intellectual property rights by deliveries made by us and used in accordance with the contract, we shall be liable to the customer within 12 months of delivery as follows:

a) We will, at our discretion and at our own expense, either obtain a right of use for the deliveries in question, modify them so that the protective right is not infringed, or replace them. If we are unable to do this under reasonable conditions, the customer is entitled to the statutory rights of withdrawal or reduction.

b) Our obligation to pay damages is governed by Art. “Claims for damages”.

c) The above-mentioned obligations only apply if the customer informs us immediately in writing of the claims asserted by the third party, does not acknowledge an infringement against the third party, and we reserve the right to take all defensive measures and negotiate a settlement with the third party. If the customer stops using the delivery to reduce damage or for other important reasons, he is obliged to inform the third party that stopping use does not constitute an acknowledgement of an infringement of property rights.

3. Claims by the customer are excluded if the infringement of property rights is caused by special specifications of the customer, by an application that we could not foresee or by the fact that the delivery is modified by the customer or used together with products not supplied by us.

As of March 1, 2023