General Terms and Conditions (GTC)

Emifree GmbH Produktion von Filteranlagen Pestalozzistraße 13, 12557 Berlin, Germany Phone: +49 3076283520 | E-Mail: info@emifree.com

---

§ 1 Scope & B2B Exclusivity

(1) These General Terms and Conditions (GTC) apply exclusively to all business relations, deliveries, and offers between Emifree GmbH (hereinafter "Seller") and the customer in the version valid at the time of the order. (2) The Seller’s catalog and web presence are directed exclusively at commercial entities, traders, and entrepreneurs within the meaning of § 14 BGB (German Civil Code), § 1 Paragraph 2 HGB (German Commercial Code), and § 15 II EStG (German Income Tax Act). Sales and purchase contracts involving private consumers (§ 13 BGB) are strictly excluded. By submitting an order, the customer guarantees that they are acting as a commercial entity. (3) Deviating, conflicting, or supplementary terms and conditions of the customer shall not become part of the contract unless the Seller has explicitly agreed to their validity in writing.

§ 2 Formation of Contract

(1) The presentation of products on the website does not constitute a legally binding offer, but rather a non-binding online catalog. (2) By submitting an order request via the website, the customer issues a binding contractual offer within the meaning of § 145 BGB. (3) The contract is concluded only when the Seller issues an explicit written order confirmation/acceptance via email (or via postal mail upon request). The customer waives the right to formal receipt of an acceptance declaration pursuant to § 151 Sentence 1 BGB. (4) For advance payments (Vorkasse), the contract is concluded at the time of the payment request or upon successful transaction by the customer. If payment is not completed within 10 days of sending the request, the Seller is no longer bound by the transaction request. (5) If the published specification of the goods does not align with the customer’s request, the customer will be notified of potential discrepancies and a corresponding counter-offer will be extended.

§ 3 Delivery, Shipping Costs, Transfer of Risk & Inspection Obligations

(1) Delivery periods shall be deemed approximate only. Even if a calendar delivery date is specified, it does not constitute a fixed-date commercial transaction (Fixhandelsgeschäft) under § 376 Paragraph 1 HGB, unless explicitly agreed upon in writing. (2) If freights, charges, duties, taxes, or fees are introduced or increased after contract conclusion, the Seller is authorized to adjust the purchase price accordingly. Prices valid on the day of actual delivery shall apply. (3) The buyer must note any visible damage or shortages on the delivery note immediately upon arrival and obtain written acknowledgment from the carrier. Unacknowledged damages or shortages will not be recognized by the Seller or insurers. (4) The customer must notify the Seller in writing of patent defects immediately upon receipt of the goods at their destination, and of latent defects immediately upon discovery, providing a detailed description. Any other defect notifications must be sent via registered mail within a maximum of 10 days following receipt.

§ 4 Warranties & Defects Management

(1) In the case of justified and timely defect notifications, the Seller shall, at its discretion, remedy the defect within a reasonable timeframe (generally within 4 weeks), deliver a flawless replacement item, or grant an appropriate price reduction. (2) If the Seller fails to fulfill these obligations within a reasonable grace period, the customer may demand a price reduction, rescind the contract, or carry out the repair independently or via a third party at the Seller's expense. (3) If the transaction constitutes a commercial purchase for both parties, the statutory inspection and notification requirements of §§ 377 HGB shall apply. If the subject matter of the contract is second-hand or used machinery/goods, any warranty for material defects is strictly excluded. (4) No warranty or liability is assumed for material defects resulting from unsuitable or improper use, incorrect assembly or commissioning by the customer or third parties, normal wear and tear, or negligent handling. (5) The return of defect-free goods is generally excluded and requires express written approval from the Seller. Returns are strictly limited to 8 business days post-delivery; older items will be returned to the customer at their expense.

§ 5 Retention of Title

(1) All delivered goods remain the property of the Seller until full settlement of all outstanding claims arising from the ongoing business relationship, including future or conditional claims. (2) The buyer is authorized to resell or process the retained goods in the ordinary course of business. The buyer hereby assigns to the Seller all claims up to the invoice value arising from reselling the goods to third parties. The Seller accepts this assignment. (3) The buyer remains authorized to collect the claim alongside the Seller. The Seller may revoke this collection authorization if the buyer falls into arrears or if their creditworthiness is materially diminished. (4) If third parties seize or attach the retained goods, the buyer must report the Seller's ownership stake and immediately notify the Seller. The buyer shall bear all intervention costs.

§ 6 Limitation of Liability & Statute of Limitations

(1) The Seller shall be liable without limitation for intent, gross negligence, and for culpable injury to life, body, or health. (2) In cases of ordinary negligent breaches of essential contractual obligations (Kardinalpflichten), the Seller’s liability shall be limited to typical, reasonably foreseeable contractual damages. Liability for loss of profit or other consequential financial damages of the customer is excluded in these cases. (3) Any further liability of the Seller, regardless of the legal framework, is excluded to the extent permitted by law. (4) All claims of the customer—on whatever legal grounds—shall expire 12 months from delivery or formal acceptance of the goods. This does not apply to mandatory statutory limitations or damages resulting from intent or gross negligence.

§ 7 Confidentiality

The customer is obliged to treat all information, know-how, and commercial trade secrets disclosed in connection with the performance of the order strictly confidential, and shall not pass on drawings, documentation, or other materials to third parties without the prior written consent of Emifree GmbH.

§ 8 Data Protection Note

Information concerning the collection, storage, and processing of personal data does not form part of these commercial terms and conditions and is governed exclusively and separately by the Seller's designated Privacy Policy (Datenschutzerklärung).

§ 9 Governing Law, Jurisdiction & Severability

(1) The contractual relationship between the Seller and the customer shall be governed exclusively by the laws of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is explicitly excluded. (2) The exclusive place of jurisdiction for all disputes arising out of or in connection with this contract is the registered corporate seat of the Seller in Berlin, provided that the customer is a merchant within the meaning of the HGB, a legal entity under public law, or a special fund under public law. However, the Seller remains entitled to file a suit at the customer's primary place of business. (3) Should individual provisions of these terms be or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid clause that comes closest to the economic intent of the original text.