General Terms and Conditions of Sale

These General Terms and Conditions of Sale (hereinafter "Sales T&C") govern all offers, order acknowledgements, sales contracts and deliveries of products and related services made by Allengra GmbH, Weißdornweg 13, 74747 Ravenstein, Germany, and Allengra SRL, Str. Nojoridului 90, 410542 Oradea, Romania (each individually and collectively referred to as "Allengra"). The contracting entity in any individual transaction is the Allengra company that issues the quote, order acknowledgement or invoice for that transaction. 

1. Scope and Incorporation 

1.1 These Sales T&C apply exclusively to all business relationships between Allengra and its customers (each a "Customer"). Allengra sells exclusively to entrepreneurs within the meaning of § 14 BGB, legal persons under public law and special funds under public law. Allengra does not contract with consumers.

1.2 These Sales T&C apply to the entire current and future business relationship with the Customer, even if not expressly referenced again in subsequent contracts. 

1.3 Any general terms and conditions of the Customer that conflict with, deviate from or supplement these Sales T&C are hereby expressly rejected and shall not become part of the contract, even if Allengra performs the contract without objection or refers to documents containing or referring to such terms. Deviating terms of the Customer shall apply only if Allengra has expressly confirmed them in writing. 

1.4 Individual agreements made with the Customer in a particular case (including side agreements, supplements and amendments) shall in all cases take precedence over these Sales T&C. Such individual agreements require written form for evidentiary purposes. 

1.5 All legally relevant declarations and notifications by either party in connection with the contract (including without limitation reservations, deadlines, declarations of withdrawal or termination, and notices in respect of price, scope, defects or delivery) must be made in writing, which for the purposes of these Sales T&C includes email and other text form, in order to be effective. 

2. Quotes and Conclusion of Contract 

2.1 Quotes issued by Allengra are binding for thirty (30) days from the date of issue, unless the quote itself states otherwise. After expiry of this period, Allengra is no longer bound by the quote. 

2.2 A contract is concluded either (a) when Allengra issues a written order acknowledgement, or (b) when the Customer places a written order that exactly matches an existing valid quote of Allengra without amendment to scope, technical specification, price, delivery time, payment terms or any other commercial condition. Any deviation by the Customer from the quote shall be deemed a new affer requiring Allengra's written acceptance. 

2.3 Information, illustrations, drawings, weights, dimensions, performance data and other technical descriptions provided in catalogues, brochures, datasheets or on the Allengra website are descriptions of the product's normal characteristics. They do not constitute guaranteed properties within the meaning of German law unless they are expressly designated as "guaranteed" in writing by Allengra. 

2.4 For custom-engineered, OEM or development projects, Allengra is entitled to charge non-recurring engineering (NRE) costs and tooling costs separately from any series production order. Such NRE and tooling charges are non-refundable. All tools, jigs, fixtures, drawings, prototypes and software developed by Allengra remain the property of Allengra unless their transfer of ownership has been expressly agreed in writing. 

3. Prices, Payment and Late Payment 

3.1 Prices are quoted in Euro (EUR), net of value added tax and any other applicable taxes, duties or fees, and exclusive of packaging, freight, insurance, customs and other ancillary costs unless expressly stated otherwise. Other currencies require Allengra's prior written agreement 

3.2 Unless otherwise agreed in writing, payment is due within thirty (30) days net from the date of invoice, without deduction. Payment shall be made by bank transfer to the account stated on the invoice. 

3.3 For Customers domiciled outside the European Union, Allengra is entitled to require advance payment in full or partial form, unless otherwise agreed in writing. For Customers without a sufficient credit history with Allengra, Allengra may also require advance payment, irrespective of domicile. 

3.4 If, between the conclusion of the contract and the agreed delivery date (where the period exceeds three (3) months), Allengra's direct costs for raw materials, electronic components, energy or transport increase as a result of objectively verifiable extraordinary market events (including but not limited to commodity-price spikes, supply-chain disruption or significant currency movements), Allengra is entitled to adjust the agreed price by a corresponding amount. Allengra shall provide reasonable evidence of the cost increase upon request. The price adjustment shall not exceed the actual increase in Allengra's direct costs; price decreases shall be passed on to the Customer in the same manner. 

3.5 In the event of late payment, the Customer shall, without the need for any reminder, pay default interest at the statutory rate applicable to commercial transactions (currently nine (9) percentage points above the base rate of the European Central Bank) and the statutory lump-sum recovery fee of EUR 40 in accordance with § 288 (5) BGB, in addition to reasonable collection costs. 

3.6 If the Customer is in default with the payment of any due amount, Allengra is entitled, without prejudice to its other rights, to suspend further deliveries (including under unrelated orders) and to demand advance payment or security for all open orders. 

3.7 The Customer may set off claims against Allengra only with claims that are undisputed or have been finally adjudicated by a court of law. The same restriction applies to the assertion of any right of retention by the Customer. 

4. Delivery, Incoterms and Transfer of Risk 

4.1 Unless otherwise agreed in writing, all deliveries are made EXW Allengra IncotermsⓇ 2020. Where Allengra exceptionally delivers the goods using its own personnel and means of transport, risk of accidental loss or deterioration shall pass to the Customer upon physical handover of the goods to the Customer at the agreed place of destination. 

4.2 Stated delivery times are non-binding and indicative unless they have been expressly designated in writing by Allengra as "fixed" in the order acknowledgement or quote. 

4.3 Allengra is entitled to make partial deliveries and to invoice them separately, provided that the partial delivery is reasonably useable by the Customer and the Customer does not incur material additional expense as a result 

4.4 If dispatch or acceptance of the goods is delayed for reasons attributable to the Customer, the risk of accidental loss or deterioration shall pass to the Customer on the date on which Allengra has notified the Customer that the goods are ready for dispatch or collection. 

4.5 Once an order has been confirmed by Allengra in accordance with clause 2.2, the Customer shall not be entitled to cancel, defer, hold, reduce or otherwise modify the order, in whole or in part, except with Allengra's prior written consent. Where Allengra agrees in its discretion to accept a cancellation, deferral or modification, Allengra is entitled to invoice the Customer for (i) the full price of any goods already produced, (ii) all non-recurring engineering, tooling, customization and qualification costs incurred for the order, (iii) any non-cancellable supplier commitments entered into for the order (Including raw materials and components ordered to fulfil supplier minimum order quantities or batch requirements), and (iv) a reasonable cancellation or change fee to cover Allengra's administrative and re-planning costs. The provisions of clause 2.4 (non-refundability of NRE and tooling) and clause 4.7 (excess components) remain unaffected. 

4.6 The Customer is not entitled to return goods that are free of defects. Returns of defect-free goods may be accepted by Allengra in its sole discretion on a case-by-case basis and only against a written Return Material Authorisation (RMA) issued by Allengra in advance. Returns received without an RMA will be refused and returned to the Customer at the Customer's cost and risk. Where Allengra accepts a return of defect-free goods, the Customer shall bear all return shipping costs and Allengra is entitled to charge a restocking fee of up to twenty per cent (20%) of the invoice value of the retumed goods. Goods that have been customised, marked, configured or otherwise produced specifically for the Customer are non-returnable. This clause does not affect the Customer's statutory rights in the case of defective goods, which are governed by clauses 6 and 7. 

4.7 Where the goods supplied to the Customer require components, raw materials or sub-assemblies that Allengra purchases specifically for the Customer's order or recurring orders, and where the supplier of those components imposes a minimum order quantity (MOQ), production batch size or non-canceliable order commitment that exceeds the Customer's then-current order quantity, Allengra is entitled to procure such components in the quantity necessary to meet the supplier's MOQ or batch requirement. Allengra shall use reasonable efforts to consume any resulting excess inventory in subsequent orders from the Customer. On termination, phase-out, end-of-life or other discontinuation of the relevant Customer order, project or product (whether initiated by the Customer, by the Customer's own customer, or arising from the Customer ceasing to place follow-on orders for a continuous period of six (6) months or more), the Customer shall, upon Allengra's written notice, purchase from Allengra at Allengra's documented cost (plus a reasonable handling charge) any remaining excess inventory of such customer-specific components, raw materials, sub-assemblies and finished goods that Allengra holds for the Customer. Allengra shall provide reasonable evidence of the quantities and costs concerned. Title to such purchased excess inventory shall pass to the Customer upon payment, and Allengra shall, at the Customer's cost and choice, either deliver the inventory to the Customer or scrap it on the Customer's behalf. 

5. Retention of Title 

5.1 Allengra retains title to all delivered goods (the "Reserved Goods") until full payment of all claims arising from the current business relationship between Allengra and the Customer has been received, including any conditional or future claims and claims arising from any current account. 

5.2 The Customer is entitled to process, combine or resell the Reserved Goods in the ordinary course of its business. In the event of processing or combination with other items, Allengra shall acquire co-ownership of the new item in the proportion that the invoice value of the Reserved Goods bears to the invoice value of the other processed or combined items at the time of processing or combination. The Customer shall hold such co-ownership in custody for Allengra free of charge. 

5.3 The Customer hereby assigns to Allengra, by way of security, all claims arising from the resale of the Reserved Goods (or any item in which the Reserved Goods are incorporated) up to the total invoice value of Allengra's claims against the Customer. Allengra accepts this assignment. The Customer remains entitled to collect the assigned claims for Allengra's account so long as it duly meets its payment obligations to Allengra. 

5.4 The Customer shall insure the Reserved Goods at its own cost against fire, theft, water and other usual risks for their replacement value, and shall, upon request, provide Allengra with proof of such insurance. The Customer hereby assigns to Allengra all claims under su such insurance policies relating to the Reserved. ed Goods. Allengra accepts this assignment. 

5.5 The Customer shall notify Allengra without delay of any third-party access to the Reserved Goods (including seizure or attachment) and shall do everything reasonably necessary to enable Allengra to enforce its rights of ownership.

6. Inspection and Notice of Defects 

6.1 The Customer shall inspect the goods immediately upon receipt for any obvious defects, in particular for transport damage, shortages, identity and quantity. Obvious defects must be notified to Allengra in writing within seven (7) working days of delivery.

6.2 Hidden defects must be notified to Allengra in writing within seven (7) working days of their discovery. 

6.3 If the Customer fails to notify Allengra of a defect within the periods set out in clauses 6.1 and 6.2, the goods shall be deemed to have been accepted with regard to that defect, and the Customer's warranty rights with respect to that defect shall be excluded. The provisions of § 377 HGB are otherwise unaffected. 

7. Warranty for Defects 

7.1 Allengra warrants that the goods conform to the specifications agreed in writing at the time of risk transfer, subject to the customary tolerances of the industry. 

7.2 The warranty period for material defects is twenty-four (24) months from the date of delivery. The statutory limitation periods for claims arising from intent, gross negligence, fraudulent concealment of a defect, injury to life, body or health, claims under the Product Liability Act and breach of an expressly assumed guarantee remain unaffected and apply in addition. 

7.3 In the event of a justified notice of defect, Allengra shall, at its sole option, remedy the defect either by repair or by replacement. Only if such subsequent performance fails twice, is unreasonable for the Customer, or is refused by Allengra, may the Customer reduce the purchase price or, in the case of a non-trivial defect, withdraw from the contract. 

7.4 Warranty claims are excluded for defects caused by: 

• operation of the goods outside the parameters specified in Allengra's technical specification (including without limitation flow range, pressure, temperature, voltage, electromagnetic environment);

• use of the goods with media incompatible with the materials of the wetted parts as specified by Allengra;

• improper installation, commissioning, operation or maintenance not in accordance with Allengra's installation and operating instructions, modifications, repairs or interventions carried out by the Customer or third parties without Allengra's prior written consent:

• normal wear and tear, fouling, corrosion or contamination caused by the operating environment

• any external influence not attributable to Allengra (including impact, accident, natural disaster).

7.5 Allengra's warranty is limited to the goods supplied. Allengra gives no warranty for the suitability of the goods for any specific application or installation environment of the Customer unless such suitability has been expressly confirmed in writing by Allengra. 

7.6 Allengra warrants that, at the time of delivery, the goods are free from third-party rights that would prevent the Customer from using the goods for their intended purpose in the European Economic Area. If a third party asserts a claim against the Customer alleging that the goods, in the form delivered by Allengra and used for their Intended purpose, infringe that party's intellectual property rights, Allengra shall, at its option and expense, (1) procure for the Customer the right to continue using the affected goods, (ii) modify or replace the affected goods so that they are non-infringing while continuing to comply with the agreed specifications, or (iii) take back the affected goods against refund of the purchase price paid (less a reasonable amount for use to date). The foregoing remedies are the Customer's sole and exclusive remedies for infringement of third-party rights and are subject to the limitations of liability in clause 8. This warranty does not apply to (a) infringements arising from the combination, integration or use of the goods with products, components, software or processes not supplied by Allengra, (b) modifications of the goods made by the Customer or third parties, (c) goods manufactured to specifications, drawings or designs supplied by the Customer (in which case the Customer shall indemnify Allengra against any third-party infringement claim relating to such specifications), or (d) use of the goods outside the European Economic Area where Allengra has not expressly confirmed availability of the goods for that territory. 

8. Liability 

8.1 Allengra shall be liable without limitation for damages arising from intent or gross negligence, from injury to life, body or health, from fraudulent concealment of a defect, from the breach of an expressly assumed guarantee, and under the German Product Liability Act. 

8.2 For damages arising from a slightly negligent breach of an essential contractual obligation (meaning an obligation the fulfilment of which is essential to the proper performance of the contract and on whose fulfilment the Customer regularly relies and may rely), Allengra's liability shall be limited to the foreseeable, contract-typical damage. This limitation shall not exceed the order value of the affected delivery. 

8.3 Any liability of Allengra for slightly negligent breach of non-essential contractual obligations is excluded. 

8.4 To the maximum extent permitted by law, Allengra shall not be liable for indirect or consequential damages, hages, in particular loss of profit, loss of production, loss of use, loss of data, loss of contracts, recall costs, damage to reputation or claims by third parties (other than under the Product Liability Act). 

8.5 Allengra maintains product liability insurance with a minimum cover of EUR 5,000,000 per occurrence. Certificates of insurance can be provided upon reasonable request. 

8.6 The above limitations of liability apply equally to the personal liability of Allengra's legal representatives, employees, agents and vicarious agents. 

8.7 The Customer acknowledges that Allengra's goods are typically purchased as components for integration into the Customer's own products, machines, systems or processes (the "Customer's Application"). The Customer further acknowledges that the selection of the goods, the verification of their suitability for the Customer's Application, the design of the Customer's Application, and the testing, validation, installation, commissioning, operation and maintenance of the Customer's Application are the sole responsibility of the Customer. Allengra has no duty to assess whether the Customer's selection of the goods is appropriate for the Customer's Application, nor whether the integration of the goods into the Customer's Application is safe, fit for purpose or compliant with the regulatory regime applicable to the Customer's Application, unless Allengra has expressly assumed such a duty in writing. Subject to clause 8.1 (which remains unaffected), the Customer shall indemnify, defend and hold Allengra harmless from and against any third-party claims, losses, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with (i) the design, manufacture, marketing, sale, use or recall of the Customer's Application, (ii) the integration of the goods into the Customer's Application, or (iii) any representation made by the Customer to its own customers or end-users regarding the goods or the Customer's Application that goes beyond the specifications expressly confirmed by Allengra in writing. This indemnity does not apply to the extent the relevant claim is caused by a defect in the goods for which Allengra is liable under clauses 7 and 8. 

9. Intellectual Property and Confidentiality 

9.1 All intellectual property rights in the goods supplied, in Allengra's technology, designs, drawings, firmware, calibration data and software, and in any results of work commissioned by the Customer (including custom OEM developments) remain the exclusive property of Allengra. The Customer receives a non-exclusive, non-transferable licence to use the delivered goods for their intended purpose. 

9.2 Allengra retains the right to use general know-how, methods, calibration techniques, platform improvements and engineering experience acquired or developed in the course of any project for the Customer for its own purposes and for other customers, provided that the Customer's confidential information is not disclosed. 

9.3 Each party shall keep confidential all non-public information disclosed by the other party in connection with the contract, including technical, commercial, financial or organizational information, and shall use it solely for the purposes of the contract. This obligation continues for one (1) year after termination of the contract, unless and to the extent the parties have entered into a separate non-disclosure agreement, which shall in that case prevail. 

10. Compliance, Conformity and Export Control 

10.1 Unless otherwise expressly agreed in writing, Allengra warrants conformity of the goods with CE, RoHS and REACH requirements as applicable to the relevant product. No other conformities, approvals or certifications (including for drinking water, food contact, ATEX, hygienic applications or hazardous areas) are warranted unless expressly confirmed in writing in the quote or order acknowledgement. 

10.2 The Customer shall comply with all applicable export control and sanctions laws and regulations, including without limitation EU Regulation 2021/821 on dual-use items, EU sanctions regulations and, where applicable, US re-export control rules. The Customer shall not, directly or indirectly, sell, transfer, export or re-export the goods to any country, entity or person where such transaction would be prohibited under such laws. 

10.3 The Customer shall indemnify and hold Allengra harmless from any claims, fines, losses or damages arising from any breach by the Customer of clause 10.2. 

10.4 Allengra is entitled to refuse, suspend or cancel any order, in whole or in part, without liability of any kind, if such order would or could result in a breach of any export control, sanctions, anti-money-laundering or know-your-customer requirement applicable to Allengra. 

11. Termination 

11.1 Either party may terminate the contract for material breach by the other party with thirty (30) days' written notice if the breaching party fails to cure the breach within such period. Either party may terminate the contract with immediate effect in the event of the other party's insolvency, application for insolvency proceedings or comparable financial distress. 

12. Force Majeure 

12.1 Neither party shall be liable for any failure or delay in performing its obligations under the contract to the extent such failure or delay is caused by an event of force majeure. Force majeure events include, without limitation: war, hostilities, civil unrest, acts of terrorism, sabotage, cyberattack, natural disasters, fire, flood, severe weather, pandemic, epidemic, government quarantine measures; sanctions and trade restrictions, energy and raw material shortages, semiconductor shortages, transport disruption; strikes, lock-outs and other labour disputes (other than those affecting only the party invoking force majeure); failure of suppliers or sub-suppliers for any of the above reasons. 

12.2 The party affected by the force majeure event shall notify the other party without undue delay and shall use reasonable efforts to mitigate its effects. Agreed delivery dates shall be extended by the duration of the force majeure event plus a reasonable restart period. 

12.3 If the force majeure event continues for more than three (3) months, either party may terminate the affected portion of the contract by written notice, without liability of any kind to the other party. 

13. Governing Law and Jurisdiction 

13.1 These Sales T&C and any contract concluded under them shall be governed exclusively by the substantive laws of the Federal Republic of Germany, to the exclusion of (i) the conflict-of-law rules and (ii) the United Nations Convention on Contracts for the Intemational Sale of Goods (CISG) of 11 April 1980. 

13.2 For Customers domiciled within the European Union, the exclusive place of jurisdiction for all disputes arising out of or in connection with the contractual relationship shall be the courts having jurisdiction at the registered seat of Allengra GmbH. Allengra is, however, also entitled to bring proceedings against the Customer at the Customer's place of business. 

13.3 For Customers domiciled outside the European Union, all disputes arising out of or in connection with the contractual relationship shall be finally settled under the Arbitration Rules of the German Arbitration Institute (DIS) by one or three arbitrators appointed in accordance with said rules. The seat of arbitration shall be Frankfurt am Main, Germany. The language of the arbitration shall be English. 

13.4 Should any provision of these Sales T&C be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions shall not be affected. The Invalid or unenforceable provision shall be replaced by a valid and enforceable provision that comes closest to the economic purpose of the original provision. 

13.5 Neither party may assign or transfer the contract or any of its rights or obligations under it, in whole or in part, without the prior written consent of the other party, such consent not to be unreasonably withheld. By way of exception, Allengra is entitled, without the Customer's consent, to assign or transfer the contract or any of its rights or obligations under it (i) to any affiliate of Allengra within the meaning of §§ 15 et seq. AktG, or (ii) in connection with a merger, reorganisation or sale of all or substantially all of the business or assets to which the contract relates. Aliengra's claims for payment may be assigned freely.