Terms and Conditions (B2B) – Convenience Translation

1. Scope, Order of Precedence, Contractual Basis

1.1 These Terms apply to all deliveries and services of ENS to entrepreneurs, legal entities under public law or special funds under public law (hereinafter: “Customer”).

1.2 Deviating, conflicting or supplementary terms of the Customer shall only become part of the contract if ENS has expressly agreed in writing. This applies even if ENS performs with knowledge of conflicting terms.

1.3 Product descriptions, technical data and suitability/compatibility information expressly designated as binding by ENS (e.g., in an offer/pro forma invoice or product data sheet) constitute agreements on quality. Otherwise, customary deviations/product changes are permitted insofar as they do not impair the agreed or ordinary use.

2. Offers and Conclusion of Contract

2.1 Presentations of goods and services (shop, catalogues, price lists) are not offers but an invitatio ad offerendum.

2.2 The Customer’s order is an offer. A contract is formed by written order confirmation/pro forma invoice (PFI) or by delivery. ENS may make conclusion of the contract conditional on advance payment.

2.3 Employees and representatives of ENS are not authorised to agree deviations without written authority. Side agreements require text form (e-mail sufficient) unless stricter form is required by law.

3. Prices, VAT, Invoicing

3.1 All prices are net in EUR plus statutory VAT where VAT is due.

3.2 VAT treatment (B2B):

• Intra-Community supplies (EU) to taxable persons: Supply is zero-rated if the Customer provides a valid VAT ID and ENS obtains proof of cross-border dispatch/transport.
• Exports to non-EU countries: Exempt from German VAT; import duties (customs, import VAT, taxes) are borne and paid by the Customer to the customs authorities.
• Services (if agreed): VAT treatment follows the applicable place-of-supply rules; in B2B cross-border constellations, reverse charge typically applies where required by law.

3.3 ENS may pass on price increases where external costs (in particular freight, public charges, supplier prices) verifiably increase after contract formation. ENS will inform the Customer without undue delay; the Customer may withdraw from undelivered portions in case of substantial increases.

3.4 Small-order/handling fee (optional): < € 250 goods value: € 50 · < € 500: € 30 · ≥ € 500: no fee.

3.5 PayPal surcharges: EU: 2.95% · United Kingdom (GB): 3.95% · non-EU: 5.95% of the invoice amount.

4. Shipping, Insurance and Ancillary Costs

4.1 Packaging costs apply per order and are shown in the PFI.

4.2 Shipping costs are calculated individually per delivery and shown in the PFI.

4.3 Transport insurance: € 11 per parcel (EU and non-EU). For requested insurance coverage of € 5,000 or more, pricing is calculated individually.

5. Payment

5.1 Default rule: payment in advance (bank transfer or PayPal). For OEM/ODM projects, the parties may agree on 50% upon production release and 50% prior to dispatch.

5.2 Unless agreed otherwise, invoices are due immediately net. In case of late payment, no default interest or statutory default fee will be charged; statutory rights remain unaffected.

5.3 The Customer is liable for orders placed by its employees or other persons acting within its sphere.

6. Delivery and Delivery Periods

6.1 ENS delivers via suitable carriers. Delivery times are binding only if expressly confirmed in writing; otherwise they are approximate. Force majeure and comparable events beyond ENS’s control extend deadlines appropriately.

6.2 Partial deliveries are permitted where reasonable; additional costs therefrom are borne by ENS unless agreed otherwise.

7. Passing of Risk, Retention of Title

7.1 In sales involving carriage, the risk of accidental loss or deterioration passes to the Customer upon handover to the carrier, including for partial deliveries.

7.2 ENS retains title to the goods until full settlement of all current claims under the business relationship (extended/expanded retention of title to the extent permitted by law).

8. Returns/Right of Withdrawal in B2B

8.1 There is no statutory right of withdrawal for entrepreneurs. Returns are accepted exclusively within the scope of the statutory liability for defects under section 10 and in accordance with the RMA/DOA procedure in section 9.

9. Inspection, Notice of Defects, RMA/DOA (B2B)

9.1 The Customer shall inspect the goods without undue delay after delivery (sec. 377 German Commercial Code – HGB). Obvious/identifiable defects must be notified in writing within 7 calendar days of delivery. Hidden defects must be notified without undue delay after discovery, at the latest within 14 calendar days of discovery, in writing.

9.2 Notices must include order/delivery details, affected items/serial or batch numbers, a comprehensible defect description and suitable evidence (e.g., photos, logs).

9.3 RMA process: Returns require an RMA number. Non-conforming returns may be refused or returned at the Customer’s expense. Goods must be packaged securely for transport; ENS may stipulate reasonable packing requirements.

9.4 DOA exchange (electronics): In case of a complete functional failure within 14 days from delivery (“dead-on-arrival”), ENS will—subject to availability—supply a replacement. Otherwise, section 10 applies.

9.5 If a proper and timely notice of defects is not given, deliveries are deemed approved within the statutory framework; warranty rights are excluded to that extent.

10. Statutory Liability for Defects (Warranty) – 12 Months

10.1 Statutory rights for defects apply with the following B2B modifications.

10.2 Limitation period: Claims for defects become time-barred after 12 months from delivery. Unaffected are claims in cases of fraudulent concealment, recourse claims in the supply chain (secs. 445a, 445b BGB), as well as claims for injury to life, body or health and under the Product Liability Act.

10.3 Remedy – Customer’s choice: In case of defects, the Customer may choose repair or replacement. ENS may refuse the chosen type if disproportionate; in that case, the remedy is limited to the other type. ENS bears the necessary costs of remedy as required by law.

10.4 Failure/Deadline: If remedy fails twice or is not effected within a reasonable period, the Customer may reduce the price or—if the defect is not merely minor—withdraw from the contract; any damages claims are subject to section 11.

10.5 Exclusions: No claims for defects exist in cases of improper storage/installation/operation/modification, normal wear and tear, breach of operating/maintenance instructions, or where specifications were changed contrary to ENS’s instructions. Guarantees only exist if expressly designated as such.

11. Liability

11.1 ENS is liable without limitation for intent and gross negligence, for damages resulting from injury to life, body or health, and under the German Product Liability Act.

11.2 In cases of simple negligence, ENS is liable only for breach of material contractual obligations (cardinal duties); in such cases, liability is limited to the typical, foreseeable damage.

11.3 Otherwise, liability for indirect/consequential damages (including lost profits, loss of production/use, business interruption) is excluded to the extent permitted by law. Quality guarantees (if expressly given) and fraudulent concealment remain unaffected.

12. Intellectual Property

12.1 Content, images, texts, trademarks and other IP in the shop and product materials are owned by ENS or the respective right holders and may not be used/reproduced without prior written consent.

12.2 ENS does not warrant that the supplied products do not infringe third-party IP rights; claims are subject to section 11.

13. Data Protection, Direct Marketing

13.1 ENS processes personal data for the purposes of contract performance in accordance with the privacy policy available in the shop.

13.2 ENS may use the Customer’s business contact details for direct marketing of its own similar goods/services; the Customer may object at any time (e.g., by e-mail to info@ens.email).

14. Venue and Final Provisions

14.1 The place of jurisdiction for all disputes arising from or in connection with this contract—where the Customer is a merchant within the meaning of the HGB, a legal entity under public law or a special fund under public law—shall be the registered office of ENS; ENS may also sue at the Customer’s general place of jurisdiction.

14.2 Text form. Legally relevant declarations and notifications by the Customer (e.g., setting deadlines, notices of defects, withdrawal) require text form (e-mail sufficient) unless a stricter form is prescribed by law.

14.3 Severability. If any provision is invalid, the remainder shall remain in force; the statutory provision shall apply in lieu thereof (sec. 306 BGB).

14.4 Changes to the Terms. ENS may change these Terms with effect for the future. ENS will inform about material changes; ongoing contracts remain unaffected unless expressly agreed.

14.5 Assignment. The Customer may assign rights under the contractual relationship only with ENS’s prior written consent; sec. 354a HGB remains unaffected.