General Terms and Conditions (GTC)

YMC Europe GmbH, 07/2026

 

1. General

(1) The following terms and conditions shall apply to all our offers, sales, deliveries and services and shall become part of the contract.

(2) These terms and conditions apply only to corporate entities (Sec. 14 German Civil Code (Bürgerliches Gesetzbuch – BGB). They shall also apply to all future business relations, even if they are not expressly agreed upon.

(3) We hereby expressly object to any deviating or amending General Terms and Conditions of the Buyer. They shall not apply even if the Buyer has based his purchase order or other declaration on them.

(4) All agreements made between us and the Buyer for executing the respective contract shall be in text form in the relevant contract or in an amendment agreement. Electronic orders placed via our online shop, e-mail confirmations, and other electronic communications shall satisfy the text form requirement pursuant to Sec. 126b BGB. A cancellation or amendment shall only apply to the respective conclusion of the contract.

(5) Unless otherwise stated in these terms and conditions and the contract, the terms and definitions of INCOTERMS 2020 shall apply.

(6) These Terms and Conditions are available in our online shop and can be saved and printed by the Buyer at any time. The contract language is German. Insofar as these Terms and Conditions are also provided in English, the German version shall prevail in the event of any discrepancy.

(7) These Terms and Conditions are to be read in conjunction with our Legal Notice (Impressum), our Privacy Policy (Datenschutzerklärung) and, where applicable, our Cookie Policy, all of which are accessible via our website.

 

2. Conclusion of contract

(1) Our offers are subject to change. Likewise, technical descriptions and other details in offers, brochures and other information are initially non-binding. The presentation of goods in our online shop does not constitute a legally binding offer but a non-binding invitation to the Buyer to place an order (invitatio ad offerendum). An effective contract is therefore only concluded through our order confirmation.

(2) We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents. They may not be made accessible to third parties. Construction drawings shall not be provided.

(3) The purchase order placed by the Buyer by signature shall be deemed accepted by us if it is confirmed in text form.

(4) In the online shop, the contract is concluded as follows: The Buyer selects the desired goods and places them in the virtual shopping cart. By clicking the order button labelled “Order with obligation to pay” („Zahlungspflichtig bestellen“) or similar, the Buyer submits a binding offer to purchase the goods in the cart. We will promptly send the Buyer an automated order acknowledgement by email confirming receipt of the order. This acknowledgement does not yet constitute acceptance of the offer. The purchase contract is concluded when we expressly confirm the order in text form (order confirmation / Auftragsbestätigung) or when we dispatch the goods, whichever occurs first. We reserve the right to decline an order, in particular in case of non-availability of the goods, incorrect pricing due to technical errors, or if the Buyer fails to meet our creditworthiness requirements. Before submitting the order, the Buyer has the opportunity to review all entered information in a summary screen, to identify and correct any input errors using the standard browser and keyboard functions, and to make changes before final submission. We store the text of the contract. The Buyer can retrieve the applicable version of these Terms and Conditions at any time from our website. A copy of the order data is sent to the Buyer by email at the time of the order acknowledgement. The Buyer is advised to save or print these documents for their records.

(5) Information in the sense of paragraph 1 as well as in public statements on our part, by other manufacturers and their assistants (Sec. 434 I 3 BGB) shall only become part of the scope of supply if explicit reference is made to it in the respective contract.

(6) Our obligations to fulfil the contract shall be subject to the proviso that fulfilment is not prevented or restricted by any applicable regulation of foreign trade law (including embargoes) of the Federal Republic of Germany, the European Union or any other state.

 

3. Prices and terms of payment

(1) Unless otherwise agreed, our prices are "ex works", including regular packaging. Additional expenses, such as for the conclusion of insurance policies, shall be borne by the Buyer. If we have undertaken the set-up, installation, assembly, commissioning or qualification measures and unless otherwise agreed in writing, the Buyer shall bear all necessary additional costs such as travel expenses etc. in addition to the agreed upon payment.

(2) Statutory value added tax is not included in our prices and shall be stated separately on the invoice at the current legal rate on the date of invoicing.

(3) All prices displayed in our online shop are net prices in Euro, exclusive of value added tax (VAT), exclusive of shipping and packaging costs, and exclusive of any applicable customs duties or import charges. The applicable VAT will be shown separately in the order summary. Before submitting the order, the Buyer can review the shipping costs and any other applicable charges via the provided link.

(4) If, after the submission of the quotation or the order confirmation and up to the time of delivery within three months, the costs incurred by us in connection with the delivery change – for example, due to the subsequent introduction or increase of duties, taxes or other charges, in particular EU duties and anti-dumping or countervailing duties or similar, as well as in the event of changes to exchange rates, we shall be entitled to adjust the quoted or agreed price accordingly.

(5) Unless otherwise agreed and subject to a coverage release by our credit insurer, purchase price payments shall be made by bank transfer within 30 days after receipt of the goods and the invoice. They shall be deemed to have been made on the date on which the amount is freely available to us. The deduction of cash discount requires special written agreement. The available payment methods in our online shop are set out on the payment page during the checkout process. We reserve the right to exclude certain payment methods for individual orders and to require advance payment or other security if there are objective grounds to doubt the Buyer’s creditworthiness.

(6) Other forms of payment require a separate agreement in text form. Costs incurred on both sides shall be borne by the Buyer.

(7) If the Buyer defaults on a payment, all of its payment obligations arising from the business relationship with us shall become due immediately. In this case, we shall be entitled to demand interest at the legally stipulated rate. We reserve the right to claim further damages beyond the statutory default interest rate.

(8) If, after conclusion of the contract, it becomes apparent that the Buyer does not provide sufficient guarantee of his ability to pay and that our claim to payment is at risk, we shall be entitled to refuse delivery until the buyer has made payment or provided security for it. If payment or provision of security is not made within 12 working days after a request to that effect, we shall be entitled to withdraw from the contract.

(9) The Buyer shall have a right to set-off or a right of retention only in respect of undisputed or legally established claims or entitlements.

(10) Our invoices may be created and transmitted electronically in accordance with Section 14 (1) of the German Turnover Tax Act (UStG) (Section 14.4 (1) sentence 3 UStAE) and Article 5 of the Tax Simplification Act 2011 of November 1, 2011 (BGBl. I p. 2131). The Buyer agrees to the electronic sending and receiving of invoices and will provide us with a current e-mail address to which the electronic invoices can be sent. Upon dispatch to the e-mail address provided, an electronic invoice shall be deemed delivered unless we receive notice of non-delivery. The Buyer shall notify us in good time of any change in the e-mail address for sending invoices.

(11) If the Buyer culpably breaches export, re export or embargo regulations and we are pursued as a result, the Buyer shall indemnify and hold us harmless from and against all claims and shall reimburse the resulting loss and costs.  

 

4. Delivery and cooperation obligations

(1) The scope of our delivery obligation results exclusively from the respective contract. We reserve the right to make design changes or other changes based on an improvement in technology or on requirements of the legislator, provided that the changes are not substantial or otherwise unreasonable for the Buyer. The Buyer assumes full responsibility for the documents to be supplied by him, such as drawings, models and samples.

(2)  To the extent required by applicable export control laws, the Buyer shall be obliged to provide us with adequate and complete information about the end-use of the goods or services to be delivered, in particular to issue so-called end-use certificates (EUCs) and to send the original to us in order to be able to verify the end-use and the intended purpose of the goods or services to be delivered and to provide evidence thereof to the competent export control authority.

(3) The Buyer commits not to sell, export, re-export, deliver, pass on or otherwise make available the delivered goods directly or indirectly to persons, companies, institutions, organizations or to countries if this violates European or German export regulations or embargo regulations.

(4) To the extent required by applicable law, in particular pursuant to Article 12g of Council Regulation (EU) No. 833/2014, Article 8g of Council Regulation (EC) No. 765/2006, each as amended from time to time, or pursuant to comparable export control, foreign trade or sanctions laws and regulations, the Buyer undertakes to impose the legally required onward transfer restrictions on its customers and, upon request, to provide us with all information necessary for us to comply with our obligations under applicable export control, foreign trade and sanctions laws and regulations, including, in particular, information regarding the end user, the final destination and the end use.

(5) Unless otherwise agreed, our deliveries are "ex works". The delivery shall be complete if the delivery item is ready for dispatch within the agreed period and we have notified the Buyer of this. If the Buyer is in default of acceptance, he shall compensate us for any resulting damage.

(6) Delivery periods stated in our online shop or in order confirmations are indicative only, unless a fixed date has been expressly confirmed in writing. Delivery times commence upon receipt of payment (where advance payment is required) or upon conclusion of the contract, whichever is later. Shipping costs, if any, are displayed separately during the checkout process.

(7) Unless otherwise expressly agreed in writing, we shall be entitled to make partial deliveries to a reasonable extent, which shall be invoiced individually.

(8) Compliance with our delivery obligation requires the timely and proper fulfilment of the Buyer's obligations. Subsequent changes requested by the Buyer and the failure to provide the documents to be supplied by the Buyer in due time (e.g. required permits and releases) shall require a corresponding extension.

(9) If we ourselves are not supplied, although we have placed congruent orders with reliable suppliers, we shall be released from our obligation to perform and may withdraw from the contract.

(10) In the event of unjustified cancellation of the contract by the Buyer, we shall be entitled to demand 20% of the gross order value as lump-sum damages (damages in lieu of performance) without providing evidence of the actual amount of damages. The same shall apply if the contract is not executed for reasons for which we are not responsible. The Buyer reserves the right to prove that no damage or a lower damage has been caused. We reserve the right to prove that the actual loss was greater.

(11) Excluded from the regulation according to the above paragraph 10 are goods that have been manufactured according to specific wishes of the Buyer. In this case, we reserve the right to assert further claims for damages.

(12) If we committed to install and commission the delivered products (in particular devices and systems), the Buyer shall make all necessary preparations for this. In particular, he shall provide us with personnel for his own equipment for the duration of the installation as well as a suitable installation site in good time. Any expenses, additional costs or damage arising from non-compliance with this obligation shall be borne by the Buyer.

(13) The Buyer shall bear the costs of the disposal of the packaging pursuant to Sec. 15 paragraph 1 sentence 1 items 1 to 5 VerpackG. If the Buyer demands that we take back the packaging and we are obliged to take it back pursuant to Sec. 15 VerpackG, the Buyer shall be obliged to bear the costs of the return transport of the packaging to our operating site. The Buyer shall be responsible for compliance with the applicable transport regulations, for example regulations relating to hazardous goods.

 

5. Delay in delivery

(1) If the agreed delivery period cannot be met as a result of circumstances for which we or our suppliers are not responsible for or which are beyond our control (e.g. natural disasters, war, riot, intervention by public authorities, energy shortages, labor disputes, etc.), the delivery period shall be extended accordingly. We shall inform the Buyer immediately of any such event. Claims for exceeding the delivery period, which we are not responsible for or for which we have no control of, are excluded.

(2) If we culpably fail to meet an expressly agreed deadline or are in default for other reasons, the Buyer shall grant us an extension, which must be at least 15 working days. After fruitless expiry of this extension period, the Buyer shall be entitled to withdraw from the contract.

(3) In the event of any delay in delivery not attributable to our intent or gross negligence, our liability for damages arising from such delay shall be limited to the foreseeable, contract-typical damage. This limitation shall not apply where the delay results from the culpable breach of a cardinal contractual obligation (Kardinalpflicht) within the meaning of Clause 8 of these Terms, nor where liability is mandatory by law (e.g. under the German Product Liability Act).

(4) A binding fixed date requires our express written confirmation that time is of the essence. If such a confirmed fixed date is not met for reasons attributable to us, then, after the fruitless expiry of a reasonable grace period, the Buyer shall be entitled to the statutory remedies, Clause 8 applies.

 

6. Place of performance and transfer of risk

(1) Unless otherwise expressly agreed upon in writing, the delivery is "ex works". The risk shall pass to the Buyer upon loading of the goods, i.e. upon handover of the goods to the first carrier or freight forwarder, even if carriage paid (free or included) delivery has been agreed upon and/or the shipment is made with our own vehicles. We are not obliged to provide transport insurance.

(2) The place of performance shall be our registered office, unless expressly agreed otherwise.

 

7. Warranty

(1) The Buyer is obliged to inspect the received goods for completeness, transport damage, obvious defects, condition and their properties. Obvious defects shall be reported to us in writing within 7 working days after the receipt of the goods. Defects that are not discoverable upon careful inspection at the time of delivery (hidden defects / verdeckte Mängel) must be reported to us in writing without undue delay (unverzüglich) after their discovery. Failure to give such timely notice shall exclude all warranty claims in respect of that defect. The statutory provisions of Sec. 377 German Commercial Code (Handelsgesetzbuch – HGB) apply.

(2) We shall not be obliged to provide a warranty if the Buyer fails to notify us in writing of an obvious defect in good time. In case there is a defect in the goods for which we are responsible and which was notified by the Buyer in writing in good time, we shall be obliged to provide subsequent performance - to the exclusion of the Buyer's rights to withdraw from the contract or to reduce the purchase price - unless subsequent performance has definitively failed (i.e. two or more unsuccessful attempts) or we have refused subsequent performance or subsequent performance is unreasonable for the Buyer, unless we are entitled to refuse subsequent performance on the basis of the statutory provision. The Buyer shall grant us a reasonable period of time for subsequent performance for each individual defect.

(3) The Buyer may only assert claims for damages due to the defect under the hereinafter-following terms and paragraphs if subsequent performance has failed or we refuse subsequent performance. The right of the Buyer to assert further claims for damages under the following conditions shall remain unaffected.

(4) If a defect leads to damage, we shall be liable in accordance with the statutory provisions only if the damage is personal injury, if the damage falls under the ProdHaftG or if it is due to intent or gross negligence.

(5) If the damage is based on a culpable breach of an essential contractual obligation or a "cardinal obligation", we shall otherwise only be liable for the damage typical for the contract.

(6) Further contractual and/or tortious claims of the Buyer are excluded. Therefore, we shall not be liable in particular for damages that have not occurred to the delivery item itself, nor for loss of profit or other financial losses of the Buyer.

(7) The above provisions shall not apply to used goods. Here, we shall only be liable for material defects where a guarantee has expressly been given or in case of intent or gross negligence.

(8) If our operating and maintenance instructions are not followed, parts are replaced or materials are used that do not comply with the original specifications, or interventions are carried out by unqualified personnel, our liability for defects shall lapse to the extent that defects have arisen as a result. If a defect exists and one of the above cases is given, the Buyer must prove that the defect was not caused by one of the above conditions.

(9) Any further liability is excluded regardless of the legal nature of the asserted claim.

(10) Insofar as the liability of the Seller is excluded or limited, this shall also apply to the personal liability of its employees, representatives and vicarious agents.

(11) Warranty claims for defects in the delivered goods shall be subject to a limitation period of one (1) year from the date of delivery, unless the defect was fraudulently concealed or a guarantee (Garantie) has been given for the relevant goods. This limitation shall not apply to claims for damages arising from injury to life, body or health, claims under the German Product Liability Act (ProdHaftG), or claims based on intent or gross negligence, which shall remain subject to the statutory limitation periods.

 

8. Liability

(1) The Seller shall be liable without limitation for loss or damage caused by wilful misconduct or gross negligence, for death or personal injury, under applicable product liability laws, and where a guarantee has been assumed.

(2) In the event of ordinary negligence, the Seller shall be liable only for breach of a material contractual obligation (a “Cardinal Obligation”). In such case, liability shall be limited to loss or damage that is typical for the contract and reasonably foreseeable at the time of contracting.

(3) In the event of ordinary negligence, the Seller shall not be liable for indirect or consequential loss, loss of profit, loss of business or other pure economic loss that does not constitute direct damage resulting from a defect.

(4) Any further liability is excluded. The foregoing limitations and exclusions shall apply equally for the benefit of the Seller’s legal representatives, employees and vicarious agents.

(5) For breach of pre contractual duties or impossibility existing at the time of contracting (Sec. 311(2), 311a BGB), the Seller’s liability shall be limited to the negative interest (reliance loss), except where paragraph (1) applies.

 

9. Retention of title

(1) Ownership of the delivered goods shall remain reserved until all our claims against the Buyer arising from the business relationship, including future claims arising from contracts concluded at the same time or later, have been settled. This shall also apply if claims are included in a current invoice and the balance has been struck and acknowledged.

(2) The Buyer shall be entitled to sell or process the goods in the ordinary course of business. He shall be obliged to resell the reserved goods only with the retention of title if they are not paid for immediately by the third party Buyer. He shall carry out any processing on our behalf without any obligation on our part arising therefrom. In the event of processing, combination or mixing of the reserved goods with other goods, a co-ownership share in the new item shall generally arise for us. In case of processing it shall be based upon the ratio of the value (= gross invoice value including ancillary costs and taxes) of the reserved goods to the value of the new item. In case of combination or mixing in the ratio of the value of the reserved goods to the value of the other goods.

(3) The Buyer hereby assigns to us all third party claims arising from the resale. He shall remain authorized to collect these claims even after the assignment. Our right to collect the claims ourselves shall remain unaffected; however, we shall not make use of this right as long as the Buyer duly meets his payment and other obligations. Upon request, the Buyer shall inform us of the assigned claims and their debtors, provide all information necessary for collection, hand over the associated documents and inform the debtors of the assignment.

(4) Insofar as and for as long as the reservation of title exists, the Buyer may neither pledge our property nor assign it by any way of security without our consent. Conclusion of financing contracts (for example leasing) which include the transfer of our rights of retention, require our prior written consent, unless the contract obligates the financing institution to pay our purchase price share due to us directly to us.

(5) In the event of seizures and other interventions by third parties, the Buyer shall notify us immediately in writing. He shall be prohibited from entering into agreements with his customers, which could impair our rights. He is obliged to immediately insure the reserved goods against theft, machine, fire and water damage.

(6) The Buyer shall adequately store and, if reasonably practicable, label the reserved goods as our property for the duration of the retention of title.

 

10. Data processing

(1) The Buyer agrees that we may process (in particular store or transmit) its data received in connection with the business relationship to a credit insurer in compliance with the General Data Protection Regulation (DSGVO). This is carried out under the provision that it is necessary for the fulfilment of our contractual obligations or to protect our legitimate interests, and there is no reason to assume that the Buyer's legitimate interest prevail and therefore exclude the processing of such data.

(2) Further information on the processing of personal data, including the legal bases, the categories of data processed, the data subjects’ rights, the retention periods and the identity of any data processors, is provided in our Privacy Policy (Datenschutzerklärung), which is available at all times on our website. The Privacy Policy forms an integral part of the contractual relationship to the extent required by applicable data protection law.

(3) To the extent our online shop uses cookies or similar technologies, the use of such technologies is governed by our Cookie Policy. In the B2B context, technically necessary cookies may be set without prior consent. Other cookies require consent in accordance with applicable law.

 

11. Webshop Access and Customer Accounts.
    
    (1) Access to our online shop is available to corporate entities within the meaning of Sec. 14 BGB only. By registering for or using the online shop, the Buyer confirms that it qualifies as an entrepreneur (Unternehmer) within the meaning of Sec. 14 BGB and is acting in the exercise of its trade, business or profession. We reserve the right to verify this status and to block access where the Buyer cannot demonstrate its status as an entrepreneur.
    
    (2) If the Buyer registers a customer account in our online shop, the Buyer is responsible for maintaining the confidentiality of the login credentials and for all activities that occur under its account. The Buyer shall notify us immediately of any unauthorized use or security breach.
    
    (3) We reserve the right to temporarily or permanently restrict or terminate access to the online shop, in particular where: (a) the Buyer provides false information; (b) the Buyer breaches these Terms and Conditions; (c) technical maintenance so requires; or (d) there are justified grounds to suspect misuse.
    
    (4) The availability of the online shop is provided on a reasonable efforts basis. We do not guarantee uninterrupted availability and shall not be liable for downtime, errors or temporary unavailability, provided that such events are not attributable to our intent or gross negligence.
    
    (5) The consumer protection provisions of the German Civil Code (BGB) relating to distance contracts (Sec. 312 et seq. BGB), including the statutory right of withdrawal, do not apply to transactions between entrepreneurs and therefore do not apply to any contract concluded via our online shop.
    
    
    
12. Jurisdiction, applicable law and General Provisions
    
    (1) The contractual relationship between the Buyer and us shall be governed exclusively by the laws of the Federal Republic of Germany, even if the Buyer has its place of residence or business abroad.
    
    (2) German law shall apply exclusively with the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
    
    (3) The exclusive place of jurisdiction for all disputes arising out of or in connection with any contract with the Buyer, including disputes about the existence, validity or termination of a contract, shall be Düsseldorf. We are also entitled to bring proceedings against the Buyer at any other competent court. This jurisdiction agreement is concluded pursuant to Sec. 38 German Code of Civil Procedure (Zivilprozessordnung – ZPO) and applies exclusively to buyers that are merchants (Kaufleute), legal entities under public law or special funds under public law.
    
    (4) The invalidity of individual contractual provisions shall not affect the validity of the remaining provisions.
    
    (5) The Buyer's rights under contracts with us are not transferable.
    
    (6) These General Terms and Conditions are provided in German and also in English. The English version is provided solely for information and clarity purposes. In the event of any contradictions, doubts as to interpretation or discrepancies between the versions, the German version shall be the sole authoritative and legally binding version.