1.1 These General Terms and Conditions (hereinafter “GTC”) apply exclusively to entrepreneurs within the meaning of § 14 BGB (German Civil Code), legal entities under public law, and special public-law funds. The GTC apply to all business relationships of NSP3CT.PRO GmbH, Am Galgenbichl 14, 87509 Immenstadt im Allgäu (hereinafter “Provider”, “we” or “us”) with the customer (hereinafter “Customer” or “Buyer”).

1.2By placing an order, the Customer confirms that it is acting as an entrepreneur within the meaning of § 14 BGB. Orders from consumers within the meaning of § 13 BGB will not be accepted.

1.3 Deviating, conflicting, or supplementary terms and conditions of the Customer shall only become part of the contract if and insofar as we have expressly agreed to their applicability in writing. This consent requirement shall apply in all cases, even if we carry out delivery without reservation in the knowledge of deviating terms of the Customer.

1.4 Unless expressly agreed otherwise in writing, we deliver FCA Immenstadt (Incoterms® 2020).

1.5 The contract language is German. An English version of these GTC is provided for convenience only; in the event of any discrepancy between the German and the English version, the German version shall prevail.

2.1 Our presentations in the web shop, in catalogues, and other promotional materials are non-binding and do not constitute a binding offer (invitatio ad offerendum).

2.2 The Customer’s order constitutes a binding offer to conclude a purchase contract. We are entitled to accept this offer within 10 business days by sending an order confirmation or by executing the delivery.

2.3 The contract text will be stored by us and transmitted to the Customer together with the order confirmation in text form (e.g. by e-mail).

3.1 All prices are net in euros (EUR) plus statutory value added tax, customs duties, levies, and packaging and shipping costs, unless expressly stated otherwise.

3.2 Unless otherwise agreed, the payment term is 14 days net from the invoice date.

3.3 If the Customer is in default of payment, we are entitled to charge default interest at a rate of 9 percentage points above the respective base interest rate (§ 288 para. 2 BGB). The right to claim further damages for delay is reserved.

3.4 If the Customer is more than 14 days in default with a due payment, we are entitled to carry out further deliveries only against advance payment or to withdraw from the contract.

3.5 The Customer is only entitled to set off against undisputed or legally established counterclaims. The Customer may only exercise a right of retention insofar as its counterclaim is based on the same contractual relationship.

4.1 Delivery dates and deadlines are only binding if they have been expressly confirmed by us in writing as binding. Otherwise, delivery dates are non-binding estimates.

4.2 Unless otherwise agreed, shipment shall be FCA from our warehouse in Immenstadt (Incoterms® 2020). The risk shall pass to the Customer upon handover of the goods to the first carrier.

4.3 Reasonable partial deliveries are permissible, provided that no unreasonable additional costs are incurred by the Customer.

4.4 If the Customer is in default of acceptance or breaches its obligations to cooperate, we are entitled to claim compensation for the resulting damage, including any additional expenses. Further claims are reserved.

5.1 The delivered goods (hereinafter “Reserved Goods”) shall remain our property until full payment of all current and future claims arising from the business relationship.

5.2 The Customer is entitled to resell the Reserved Goods in the ordinary course of business. The Customer hereby assigns to us all claims arising from the resale in the amount of the final invoice value (including VAT). This assignment shall apply regardless of whether the Reserved Goods have been resold without or after processing.

5.3 Processing and modification of the Reserved Goods shall be carried out on our behalf as manufacturer within the meaning of § 950 BGB, without obligating us. In the event of processing with other items not belonging to us, we shall acquire co-ownership in proportion to the invoice value of the Reserved Goods to the invoice value of the other items.

5.4 If the realisable value of the securities to which we are entitled exceeds our claims by more than 10%, we shall release securities of our choice at the Customer’s request.

5.5 In the event of seizures, attachments, or other third-party interventions regarding the Reserved Goods, the Customer shall notify us immediately in writing and inform the third party of our ownership.

6.1 The Customer shall inspect the delivered goods immediately upon receipt and report any apparent defects in writing no later than 7 calendar days after receipt. Hidden defects must be reported in writing immediately upon discovery. If the Customer fails to carry out the timely inspection and/or notice of defects, the goods shall be deemed approved (§ 377 HGB – German Commercial Code).

6.2 In the event of a justified notice of defects, we shall, at our discretion, provide repair or replacement delivery. If the supplementary performance fails after a reasonable period (as a rule, after two attempts), the Customer may, at its discretion, demand a reduction of the purchase price or withdraw from the contract.

6.3 No warranty shall apply for: natural wear and tear; damage caused by improper use, non-observance of operating and maintenance instructions, faulty assembly or commissioning by the Customer or third parties; unauthorised modifications or repairs; use of unsuitable operating materials or spare parts; chemical, electrochemical, or electrical influences, insofar as not attributable to us.

6.4 The Customer shall bear the removal and installation costs in connection with supplementary performance, to the extent permitted by law.

6.5 Warranty claims shall become time-barred 12 months after the transfer of risk. This period shall not apply to claims for damages for injury to life, body, or health, in cases of intentional or grossly negligent conduct, in cases of fraud, and for recourse claims under § 445a BGB. In these cases, the statutory limitation periods shall apply.

7.1 We shall be liable without limitation: in cases of intent and gross negligence; for injury to life, body, or health; under the provisions of the Product Liability Act (ProdHaftG); in cases of fraud; and to the extent of any guarantee assumed by us.

7.2 In the case of slightly negligent breach of material contractual obligations (cardinal obligations), our liability shall be limited to the foreseeable damage typical of the contract. Material contractual obligations are those whose fulfilment is essential for the proper performance of the contract and on whose compliance the Customer may regularly rely.

7.3 In the case of slightly negligent breach of non-material contractual obligations, our liability shall be excluded.

7.4 Liability for indirect and consequential damages, in particular loss of profit, shall be excluded unless liability is mandatory under paragraph 1.

7.5 We shall only be liable for data loss insofar as the Customer has ensured through state-of-the-art data backup that the data can be restored with reasonable effort.

7.6 Our total liability for damages not falling under paragraph 1 shall be limited to 100% of the net order value of the affected delivery or service. This limitation of liability shall not apply to claims under paragraph 1.

8.1 Insofar as software or firmware is delivered together with the hardware (hereinafter “On-Premise Software”), we grant the Customer a simple, non-exclusive, non-transferable, and non-sublicensable right of use within the contractually agreed scope.

8.2 The right of use is limited to use in connection with the acquired hardware. In the event of resale of the hardware, the right of use in the software shall only pass to the acquirer with our prior written consent.

8.3 The Customer is prohibited from decompiling, disassembling, reverse engineering, or otherwise modifying the software, unless this is mandatorily permitted under § 69e UrhG (German Copyright Act).

8.4 Open-source components are subject to the respective open-source licence terms. An overview of the open-source components used can be provided upon request.

8.5 The Customer is solely responsible for backing up its own configurations and data. Individual customisations outside the contractual scope of delivery are not owed.

9.1 Insofar as we provide the Customer with cloud-based services or SaaS products (hereinafter “Cloud Services”), the provisions of this section shall apply in addition. In the event of conflicts, the provisions of this section shall take precedence for Cloud Services.

Right of Use and Access

9.2 We grant the Customer a simple, non-exclusive, non-transferable, and non-sublicensable right to use the Cloud Services within the contractually agreed scope for the duration of the contract. Access is via an internet connection; the Customer is responsible for providing this.

Availability

9.3 Wir erbringen die Cloud-Dienste nach bestem Bemühen (Best-Effort). Eine garantierte Verfügbarkeit wird nicht zugesagt. Geplante Wartungsarbeiten werden, soweit möglich, vorab angekündigt. Zeitweise Einschränkungen der Verfügbarkeit aufgrund von Wartung, Updates oder Umständen außerhalb unserer Kontrolle stellen keinen Mangel dar.

Updates and Modifications

9.4 We are entitled to further develop and update the Cloud Services. We will announce changes that materially restrict the contractually agreed scope of functions with reasonable advance notice. In such cases, the Customer shall have a special right of termination effective as of the date the change takes effect.

Contract Term and Termination

9.5 Cloud Services are offered as either monthly or annual subscriptions. The respective term and price result from the service description or the selected plan.

9.6 Monthly subscriptions may be terminated with 14 days’ notice to the end of the respective billing month. Annual subscriptions are automatically renewed for a further 12 months unless terminated with 3 months’ notice to the end of the respective term.

9.7 The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular if the Customer, despite a reminder, is in default of payment of at least two monthly instalments.

Customer Data and Data Portability

9.8 The Customer remains the sole owner of all data entered by it into the Cloud Services (“Customer Data”). We process Customer Data exclusively for the purpose of contract performance and in accordance with data protection provisions (§ 11 of these GTC).

9.9 After the end of the contract, we shall make the Customer Data available to the Customer for export in a common, machine-readable format for a period of 30 days. After expiry of this period, the Customer Data shall be irrevocably deleted, unless statutory retention obligations apply.

AI-Powered Functions

9.10 Insofar as the Cloud Services include AI-powered analysis functions (e.g. automatic damage detection or condition classification), these constitute decision support. AI results do not replace the professional assessment by qualified personnel. We do not guarantee the accuracy, completeness, or use of AI results; liability is governed by § 7 of these GTC.

Industrial Property Rights

10.1 All rights to our products, software, firmware, AI models, training data, documentation, trademarks (in particular NSP3CT.PRO®, EU trademark 019092346), designs, and other industrial property rights shall remain with us or our licensors. The granting of rights of use under §§ 8 and 9 of these GTC does not limit our rights beyond the contractually agreed scope.

10.2 The Customer is prohibited from using our trademarks, logos, or other marks without our prior written consent, unless this is absolutely necessary for contractual use or resale.

Protection of AI Models and Training Data

10.3 The AI models, algorithms, and training data developed or used by us constitute trade secrets within the meaning of the German Trade Secrets Act (GeschGehG). The Customer undertakes not to extract, reproduce, analyse, or make these accessible to third parties.

Confidentiality

10.4 Each party undertakes to treat confidential information of the other party received in the course of the business relationship as strictly confidential and to use it only for the purposes of contract performance. Confidential information includes in particular technical documentation, price lists, terms, and business strategies.

10.5 The confidentiality obligation shall not apply to information that is or becomes publicly known (without fault of the receiving party), that was already lawfully known to the receiving party, that was received from a third party without a confidentiality obligation, or that must be disclosed due to a legal obligation.

10.6 The confidentiality obligation shall survive the end of the business relationship for a period of 3 years.

11.1 We process personal data of the Customer and its employees exclusively in accordance with the General Data Protection Regulation (GDPR), the German Federal Data Protection Act (BDSG), and other applicable data protection regulations. Details can be found in our privacy policy.

11.2 Insofar as we process personal data on behalf of the Customer in the course of providing Cloud Services (§ 9), the parties shall conclude a data processing agreement (DPA) pursuant to Art. 28 GDPR before the commencement of processing. The DPA shall be provided as a separate document.

11.3 The Customer is responsible for ensuring that the transfer of personal data to us is based on a valid legal basis (e.g. consent, pre-contractual measures, legitimate interest).

11.4 Upon termination of the contractual relationship, we shall delete the Customer’s personal data unless statutory retention obligations (in particular under tax and commercial law) apply. Deletion periods are governed by statutory requirements.

12.1 Complaints and returns shall be initiated exclusively via the form provided in our Support section on this website. Devices sent without a valid RMA number cannot be processed.

12.2 Returns shall be sent carriage paid, properly packaged, and with a detailed description of the fault. The Customer shall be liable for damage caused by improper packaging.

12.3 Outside the warranty period, we shall provide a cost estimate before commencing repairs. Repairs shall only be carried out after the Customer has approved the cost estimate.

12.4 Before sending, the Customer shall back up all data and remove any loose accessories unless they are required for the inspection. We shall not be liable for the loss of data or accessories sent in contrary to this requirement.

13.1 Our products are intended for use in the European Union unless expressly stated otherwise. Conformity statements (e.g. CE, EMC, RED, laser class) relate exclusively to the configuration delivered by us. Any modification or integration by the Customer may require new conformity assessments, which are the Customer’s responsibility.

13.2 The Customer undertakes to comply with all applicable national and international export control regulations and sanctions regimes, in particular the EU Dual-Use Regulation (EU) 2021/821, the German Foreign Trade and Payments Act (AWG), and the German Foreign Trade and Payments Ordinance (AWV).

13.3 The Customer warrants that it, its managing directors, and beneficial owners are not listed on any sanctions list of the EU, the United Nations, or other applicable sanctions regimes.

13.4 The Customer undertakes not to deliver the products to sanctioned countries or make them available to persons on sanctions lists without our prior written consent. The Customer shall indemnify us against all third-party claims resulting from a breach of this obligation.

13.5 We reserve the right to withhold deliveries or to terminate contracts extraordinarily if there are reasonable grounds to suspect a violation of export or sanctions regulations.

14.1 Used batteries must not be disposed of with household waste. End users are obliged to return used batteries to municipal collection points or to us. Return address: NSP3CT.PRO GmbH, Am Galgenbichl 14, 87509 Immenstadt im Allgäu.

14.2 Batteries are labelled in accordance with statutory requirements (crossed-out wheeled bin; where applicable, chemical symbols such as Pb, Cd, Hg, Li-Ion, NiMH).

14.3 The Customer shall collect, store, and dispose of batteries properly, observe safety requirements (in particular short-circuit protection during transport), and pass on legally required information to its customers upon resale.

14.4 Special take-back regulations apply to industrial and high-performance batteries. Unless otherwise agreed, the Customer shall be responsible for their proper disposal.

14.5 We fulfil our obligations under the Battery Act (BattG) in its respectively applicable version and under the EU Battery Regulation (EU) 2023/1542.

15.1 Events of force majeure that materially impede or temporarily render performance impossible shall entitle us to postpone performance by the duration of the disruption plus a reasonable start-up period. This shall also apply if such events occur at a time when we are in default.

15.2 Force majeure includes in particular natural disasters, epidemics, pandemics, war, terrorism, strikes, lockouts, official orders, embargoes, sanctions, disruption of supply chains and transport routes, and failure of essential suppliers.

15.3 We shall inform the Customer without undue delay of the occurrence and expected duration of the disruption.

16.1 The place of performance for all obligations arising from the business relationship shall be our registered office in 87509 Immenstadt im Allgäu.

16.2 The exclusive place of jurisdiction for all disputes arising from or in connection with these GTC and the business relationship shall be Kempten (Allgäu), insofar as the Customer is a merchant, a legal entity under public law, or a special public-law fund. However, we are also entitled to bring proceedings at the Customer’s general place of jurisdiction.

16.3 The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict of laws rules of private international law.

17.1 Should individual provisions of these GTC be or become wholly or partially invalid or unenforceable, this shall not affect the validity of the remaining provisions.

17.2 Amendments and supplements to these GTC must be made in writing. This shall also apply to the amendment or waiver of this written form requirement.

17.3 There are no oral side agreements. All agreements between the parties result from the contract and these GTC.

17.4 The current version of these GTC is published on our website and can be viewed in the web shop.