Managing Directors: Dr. Alexander Pöhler, Dr. Xiaojun Yang Registry Court: Amtsgericht Paderborn (HRB 15181) Tax No.: 339/5819/1879 | VAT ID: DE344287201 Bank details: Sparkasse Paderborn-Detmold-Höxter | IBAN: DE12 4765 0130 1010 1636 48 | BIC: WELADE3LXXX
Date: 18 June 2026 Version: V2.2
assemblean GmbH Fürstenallee 45, 33102 Paderborn
Registered in the commercial register of the Local Court (Amtsgericht) of Paderborn under HRB 15181
(hereinafter “assemblean”)
1. Scope of Application and Contractual Basis
1.1 These General Terms and Conditions (GTC) apply to all business relationships between assemblean and its contractual partners (hereinafter “Customer”). They apply to all deliveries of goods, services and manufacturing services by assemblean and form part of all contracts and preliminary contracts, even if they are not separately agreed again.
1.2 These GTC apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law within the meaning of Section 310 (1) BGB.
1.3 These GTC apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Customer shall only become part of the contract if and to the extent that assemblean has expressly consented to their application in text form (e.g. by email or letter). This requirement of consent applies in all cases, for example even if assemblean carries out a delivery or service without reservation while aware of the Customer’s terms and conditions.
1.4 These GTC apply to all future deliveries and services by assemblean to the Customer in the version valid at the time the respective contract is concluded.
2. Offer and Conclusion of Contract
2.1 The Customer may submit a request for a quotation to assemblean in writing, by email, directly via the website assemblean.com, via the platform platform.assemblean.com, or orally.
2.2 On the basis of the request, assemblean will submit an offer to the Customer. assemblean is bound by this offer for a period of seven (7) calendar days from the date of issue, unless otherwise stated in the offer. A manufacturing contract is concluded when the Customer accepts the offer in text form within this period or assemblean confirms the order. An acceptance is only effective if it leaves the content of the offer unchanged.
2.3 The Customer’s declaration of acceptance may be made in any form. By submitting the declaration of acceptance, the Customer warrants that it has full legal capacity and the authority to represent the company it represents.
3. Contractual Restrictions, Rights and Manufacturing Partners
3.1 No contract is concluded if the Customer’s request relates to the manufacture of weapons, weapon parts or other objects/materials prohibited by law and the Customer has not expressly notified assemblean thereof in advance in text form. If such a circumstance only becomes known during the manufacturing process, production will be stopped immediately. In this case, the Customer has no claim to delivery and is obliged to reimburse assemblean in full for all costs incurred up to that point.
3.2 The same applies if the request relates to the manufacture of safety components within the meaning of the Machinery Directive (2006/42/EC or the subsequent EU Machinery Regulation) and assemblean was not expressly informed thereof in advance. The legal consequences set out in Section 3.1 apply.
3.3 The Customer warrants that it is entitled to use the specifications, drawings and 3D data it provides, and grants assemblean and the manufacturing partners engaged by assemblean the rights of use and processing required for the performance of the order.
3.4 assemblean is entitled to engage third parties (“Manufacturing Partners”) for the production of the ordered components. Prior consent or notification of the Customer is not required for this.
3.5 assemblean reserves the right to make minor technical adjustments or optimisations to the drawings and 3D models provided by the Customer, insofar as this is necessary for manufacturability and the function of the component is not impaired as a result.
3.6 Copyrights and other industrial property rights in the documents and models submitted by the Customer remain with the Customer. Without the Customer’s express consent, assemblean will not disclose this information to third parties or otherwise exploit it, unless this takes place in the course of preparing quotations or processing orders with technical experts and Manufacturing Partners.
3.7 Without a separate agreement, assemblean is not obliged to disclose to the Customer information about the identity, name, address or location of the Manufacturing Partners engaged.
4. Prices and Delivery Costs
4.1 Unless otherwise agreed, the place of performance for all obligations arising from the contractual relationship is the registered office of assemblean at Fürstenallee 45, 33102 Paderborn.
4.2 Unless expressly stated otherwise, all prices stated are in euros (€) plus the applicable statutory value added tax.
4.3 Prices are Ex Works (EXW in accordance with the Incoterms in their current version) from the works of the respective Manufacturing Partner, plus packaging, transport, freight, customs, insurance and other ancillary costs, unless otherwise agreed.
4.4 If taxes, customs duties, fees or other charges included in the price change after four (4) weeks following conclusion of the contract, assemblean is entitled to adjust the price accordingly.
4.5 assemblean reserves the right to adjust agreed prices for quantities not yet delivered if material changes occur in material costs, raw material prices or the general economic situation. In this case, the Customer is entitled to withdraw from the contract with respect to the affected remaining quantity within four (4) weeks after notification of the price increase.
5. Delivery, Shipping and Transfer of Risk
5.1 Delivery is Ex Works. If, at the Customer’s request, the goods are shipped to a different destination, the risk of accidental loss and accidental deterioration of the goods passes to the Customer upon handover to the forwarder, carrier or other person designated to carry out the shipment.
5.2 Performance and delivery deadlines are only binding if they have been expressly confirmed as binding by assemblean. Otherwise, stated delivery times are non-binding guideline values.
5.3 Compliance with delivery deadlines presupposes the timely and proper fulfilment of all of the Customer’s cooperation obligations (e.g. complete provision of all required manufacturing and CAD data, approvals and, where agreed, down payments).
5.4 The delivery deadline is deemed to have been met if the goods have left the works/warehouse before it expires, or if readiness for dispatch has been notified to the Customer but shipment does not take place for reasons for which assemblean is not responsible.
5.5 If transport by the intended route or to the intended place is impossible through no fault of assemblean, assemblean is entitled to deliver by a different route or to a different place; the resulting additional costs shall be borne by the Customer.
5.6 assemblean is not liable for impossibility of delivery or for delivery delays to the extent that these are caused by force majeure or other events that were not foreseeable at the time the contract was concluded (e.g. strikes, lockouts, shortage of raw materials, war, official orders, pandemic-related restrictions or operational disruptions at Manufacturing Partners). In the case of obstacles of a temporary nature, delivery deadlines are extended accordingly. assemblean will inform the Customer of such circumstances without undue delay.
5.7 assemblean is entitled to make partial deliveries to a reasonable extent. Over- or under-deliveries customary in the industry with respect to the ordered quantity are reserved and are deemed to be in conformity with the contract.
5.8 Unless a different delivery address has been expressly agreed, the Customer’s registered company seat is deemed to be the delivery address.
6. Acceptance
6.1 If formal acceptance is required by law or agreed by contract, it must take place without undue delay after notification of readiness for acceptance at the works or at the designated place of acceptance. The Customer bears its own acceptance costs.
6.2 If acceptance does not take place, is not timely or is incomplete through no fault of assemblean, assemblean is entitled to ship or store the goods at the Customer’s expense and risk and to make the remuneration due.
7. Payment Terms, Default and Set-off
7.1 Unless otherwise agreed, invoices are to be paid without deduction by bank transfer to the stated account of assemblean within fourteen (14) days from the invoice date and delivery. Bank charges and transfer fees are borne by the Customer.
7.2 Cash discounts (Skonto) granted are only permitted if this has been expressly agreed, the discount relates exclusively to the net invoice value (excluding freight/packaging), and all older due invoices have been settled.
7.3 If, after conclusion of the contract, assemblean becomes aware of circumstances that materially reduce the Customer’s creditworthiness (e.g. default on other claims), assemblean is entitled to carry out outstanding deliveries only against advance payment or provision of security and to declare all existing claims immediately due.
7.4 In the event of default in payment by the Customer, default interest is charged at the statutory rate for entrepreneurs (9 percentage points above the base rate pursuant to Section 288 (2) BGB). In addition, commercial interest on due amounts pursuant to Section 353 of the German Commercial Code (HGB) applies. The assertion of further damages caused by default is reserved.
7.5 The Customer is only entitled to set-off or rights of retention insofar as its counterclaim is undisputed or has been finally determined by a court, or is based on the same contractual relationship. assemblean is entitled to set off its own claims against counterclaims of the Customer.
7.6 assemblean reserves the right to engage external service providers (e.g. debt collection companies or lawyers) for the recovery and enforcement of claims and to assign claims to third parties (factoring).
8. Retention of Title
8.1 The delivered goods (Reserved Goods) remain the property of assemblean until all claims (including all balance claims from current account) to which assemblean is entitled against the Customer from the ongoing business relationship have been fully satisfied.
8.2 Before title has passed, the Customer is prohibited from pledging, transferring by way of security, reworking or selling the Reserved Goods without the prior consent of assemblean in text form.
9. Warranty and Notice of Defects
9.1 assemblean is liable for defects in the delivered goods in accordance with the statutory provisions, unless otherwise provided below.
9.2 No warranty is given for damage arising from unsuitable or improper use, faulty assembly or commissioning by the Customer or third parties, natural wear and tear, faulty or negligent handling, or improper storage.
9.3 In the case of justified notices of defects, assemblean has the right to subsequent performance. At assemblean’s option, subsequent performance takes place by remedying the defect (repair) or by delivery of a defect-free item (replacement delivery). assemblean must be granted up to two (2) attempts at subsequent performance, unless this is unreasonable in the individual case. If subsequent performance fails, the Customer is entitled to reduce the purchase price or withdraw from the contract. The Customer is not entitled to have defects remedied itself or by third parties without the express consent of assemblean in text form (self-remedy).
9.4 The following applies to the commercial duty of inspection and notice of defects:
9.4.1 The Customer must inspect the delivered goods for defects, completeness and condition without undue delay after receipt in accordance with Section 377 HGB. Obvious defects must be notified to assemblean in text form within seven (7) calendar days after delivery, with a precise description of the defect. Hidden defects must be notified in text form without undue delay after their discovery. If the notice of defects is not given in due time, the goods are deemed approved and warranty claims are excluded.
9.4.2 After a formal acceptance has taken place without complaint, the claiming of defects that were ascertainable at the time of acceptance is excluded.
9.4.3 The limitation period for claims for defects is one (1) year from delivery of the goods or from acceptance, if acceptance was agreed.
9.5 Unless expressly guaranteed in text form, assemblean assumes no warranty for the dimensional accuracy or compatibility of the components in conjunction with other components, systems or assemblies of the Customer.
9.6 In the event of a notice of defects, the Customer is obliged to support assemblean comprehensively in examining the defect and, upon request, to provide photographic material, measurement reports or the affected component for inspection.
10. Liability and Limitations of Liability
10.1 assemblean is liable without limitation – on whatever legal ground – for damages resulting from injury to life, body or health, and for damages based on intent or gross negligence on the part of assemblean or its legal representatives or vicarious agents.
10.2 In the case of slightly negligent breach of essential contractual obligations (cardinal obligations), assemblean’s liability is limited in amount to the foreseeable damage typical for this type of contract at the time the contract was concluded. Essential contractual obligations are those whose fulfilment is a prerequisite for the proper performance of the contract in the first place and on whose observance the contractual partner may regularly rely.
10.3 Any further liability for damages is excluded. Liability under the Product Liability Act (Produkthaftungsgesetz) remains unaffected.
10.4 assemblean is not liable for damages caused by delay, loss of profit, production downtime or indirect consequential damages, in particular not for costs incurred by the Customer through procuring a replacement for the product elsewhere, unless assemblean is guilty of intent or gross negligence.
10.5 Claims for damages by the Customer become time-barred within one (1) year from transfer of risk or acceptance, except in cases of injury to life, body or health, or intentional/grossly negligent conduct.
11. Final Provisions
11.1 The law of the Federal Republic of Germany applies exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-law rules of private international law.
11.2 The exclusive place of jurisdiction, both local and international, for all disputes arising out of or in connection with this contract is the registered office of assemblean in Paderborn.
11.3 The contract language is German. If these GTC are provided in another language, the German version shall prevail in the event of differences in interpretation.
11.4 There are no oral side agreements. Amendments or additions to these terms require text form pursuant to Section 126b BGB (e.g. email) to be effective. This also applies to the waiver of this text-form requirement.
11.5 Should individual provisions of these GTC be or become invalid or unenforceable, the validity of the remaining provisions remains unaffected. In place of the invalid or unenforceable provision, the statutory provisions apply.
