These General Terms and Conditions of Business and Delivery (“Terms of Delivery”) apply to deliveries and services provided by Blackroll AG (hereinafter “BLACKROLL”) in the course of commercial business transactions. The current version of these Terms and Conditions of Delivery shall also apply to all future contracts of a similar nature concerning the provision of goods and services between BLACKROLL and the customer, even if no further express reference is made thereto. Any terms and conditions of the customer that deviate from these Terms and Conditions of Delivery shall not become part of the contract, even if BLACKROLL provides goods or services without expressly objecting to such terms and conditions of the customer.

The goods and/or services are exhaustively listed in the respective offer and/or in BLACKROLL’s order confirmation, including any attachments. Materials or services not included therein will be billed separately. In the event of any conflicts, provisions in BLACKROLL’s customer-specific contract documents—in particular in the offer—take precedence over the provisions in these Terms and Conditions of Delivery.

If one party provides the other party with drawings and technical documentation regarding the products or their manufacture, either before or after the conclusion of the contract, such materials shall remain the property of the party providing them. If one party receives drawings, technical documentation, or other technical information, it may not use them for any purpose other than that for which they were provided without the consent of the other party. They may not be used for other purposes, copied, reproduced, disclosed to third parties, or made public without the consent of the party providing them.

All prices for goods and services are based on BLACKROLL’s offer and, unless otherwise agreed, are quoted in euros, net, ex works in Oederan or ex warehouse in Berlin, Germany, plus shipping and packaging costs; for export deliveries, plus any applicable customs duties, fees, and other public charges.

Customer orders must be placed in writing. The order quantity, the exact description of the contracted products ordered, and the delivery address must be specified in a binding manner. The order is considered accepted upon written order confirmation by BLACKROLL. Changes and cancellations of orders must also be made in writing and, once the order has been confirmed, are only permitted with the written consent of BLACKROLL. There is no 14-day right of withdrawal or 90-day right of return.

BLACKROLL will send invoices to the customer electronically via email. Unless otherwise agreed, invoices are due for payment in euros without deduction 14 calendar days after the customer receives the invoice. If the customer defaults on payment of an invoice, BLACKROLL is entitled to all statutory claims without restriction.

BLACKROLL retains ownership of its deliveries until it has received full payment in accordance with the contract. BLACKROLL is entitled to have the retention of title entered in public registers or in accordance with the relevant state laws at the customer’s expense. The customer is obligated to cooperate with any measures necessary to protect BLACKROLL’s property and, at its own expense, to maintain the delivered items and insure them against standard risks for the benefit of BLACKROLL while the retention of title remains in effect.

The agreed delivery terms shall be interpreted in accordance with the INCOTERMS in effect at the time the contract is concluded. Unless otherwise specified in the contract, the delivered goods are deemed to be EXW. Title and risk pass to the customer upon shipment of the goods ex works, even if the delivery is made under special delivery terms or if the transport is carried out, organized, or managed by BLACKROLL.

The delivery period is determined by agreement between the parties following confirmation of the order and begins only on the condition that the customer has made the required payments and provided the required security, and has fulfilled all other obligations. The agreed delivery period is deemed to have been met if the shipment has been dispatched to the customer by the time it expires.

Unless a specific acceptance procedure has been agreed upon in writing, the customer must inspect the delivery and services without delay and notify BLACKROLL in writing of any defects within 5 business days of receipt. BLACKROLL may specify requirements regarding the complaint process. If the customer fails to do so, the deliveries and services shall be deemed approved.

BLACKROLL will charge separately for packaging, which will not be accepted for return.

BLACKROLL is entitled to make partial deliveries, provided that such partial delivery is reasonable for the customer in each individual case. Transportation is at the customer’s expense and risk. The customer must report any transportation-related complaints to the carrier immediately upon receipt of the delivery or the shipping documents.

The warranty period is 12 months. It begins upon shipment of the goods ex works. BLACKROLL undertakes to replace or repair all parts that are demonstrably defective or unusable as a result of material, design, or workmanship defects.

BLACKROLL warrants that the goods will be delivered in working order and will possess the warranted characteristics. Any further liability toward the customer for any breach of contract and the resulting consequences is excluded.

The customer agrees to follow the operating instructions and safety guidelines provided with the delivery. If the customer fails to fulfill this obligation, the customer shall fully indemnify BLACKROLL against all resulting liability for damages to third parties.

The legal relationship is governed by Swiss law, excluding the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980.

The exclusive place of jurisdiction for disputes arising from contracts that incorporate these Terms of Delivery is the registered office of BLACKROLL (currently Bottighofen, Switzerland). If BLACKROLL is the plaintiff, BLACKROLL is also entitled to bring an action before the court at the customer’s registered office.