General Terms and Conditions (AGB) of Artisum Deutschland e.K.
(“ARTISUM”)
Last updated: 08.2025
1. Scope and Contract Formation
1.1 These General Terms and Conditions (“Terms”) apply to all present and future business relationships between ARTISUM and its contractual counterparties (“Customer”). Deviating terms of the Customer shall only apply if expressly agreed in writing.
1.2 ARTISUM operates as a cross‑border partner for strategy, communication, and commerce. Its activities include:
Cross‑border project development and trade facilitation;
Strategic consulting for product‑driven and technology‑based businesses;
Representation and distribution of functional goods and materials under the BERVEX™ brand and other labels;
Brand and communication support from concept to implementation;
Digital workflows, publication services, and back‑office infrastructure.
1.3 Offers by ARTISUM are non‑binding unless expressly designated as binding. Unless otherwise stated, offers are valid for 30 days from the offer date.
1.4 A contract is concluded upon Customer’s order based on the most recent offer by ARTISUM, placed in writing, by email, fax, or an agreed instant‑messaging channel, and confirmed by ARTISUM.
1.5 ARTISUM may provide services to multiple market participants, including competitors of the Customer. No exclusivity is granted unless expressly agreed in writing.
2. Collaboration and Performance
2.1 The scope of work derives from the offer, its annexes (including statements of work, specifications, schedules), and any written change orders.
2.2 For services projects, ARTISUM may issue meeting notes after consultations; unless the Customer objects in writing within 3 business days, such notes become binding working documents.
2.3 The Customer shall provide timely cooperation, information, access, and approvals to enable ARTISUM to meet agreed timelines. Delays in such cooperation extend deadlines accordingly.
2.4 ARTISUM may use affiliates and qualified subcontractors, including outside Germany, to perform any portion of the contract.
3. Prices and Payment
3.1 Prices are net ex works/FCA (Incoterms® 2020, see Section 7), exclusive of VAT, packaging, freight, insurance, customs, duties, and other third‑party charges. Unless otherwise stated, prices are in EUR; other currencies require written agreement.
3.2 Down‑payments:
For services and consulting: 50% upon order, remainder upon acceptance or milestone as agreed.
For BERVEX™ Orders (Goods): 100% prepayment prior to production, allocation, or dispatch, unless expressly agreed otherwise in writing.
3.3 Invoices are due immediately and payable no later than 15 days from the invoice date without deduction.
3.4 Default interest: In B2B transactions within Germany, statutory default interest applies (currently German Civil Code §288(2), business transactions). For BERVEX™ Orders, a contractual default interest of 1% per month (12% p.a.) or the applicable statutory rate—whichever is higher—applies, plus reasonable collection costs and the statutory fixed fee where applicable. ARTISUM may suspend performance and withhold deliveries if any invoice is overdue.
3.5 Smallest billable time unit for time & materials is 0.5 hours, except where day rates or fixed fees are agreed.
3.6 Change requests (scope, spec, schedule) require written change orders and appropriate adjustments to price and time.
4. Acceptance (Services) and Inspection (Goods)
4.1 Services: The Customer shall accept deliverables within 7 calendar days after delivery or notice of completion. If no written rejection (with specific deficiencies) is received in time, or if deliverables are used productively or paid, acceptance is deemed granted. Minor defects do not entitle refusal.
4.2 Goods (incl. BERVEX™ Products): The Customer shall inspect immediately upon delivery and notify ARTISUM in writing of any apparent non‑conformities without undue delay, in any case no later than 5 business days after delivery. Hidden defects must be notified promptly upon discovery. Failure to notify in time constitutes acceptance.
5. Intellectual Property; Portfolio Rights
5.1 Unless otherwise agreed, all IP rights in ARTISUM’s creative and consulting deliverables remain with ARTISUM until full payment. Upon full payment, the Customer receives a non‑exclusive, non‑transferable usage right for the agreed purpose and territory. Working files and tools not required for contractual use are not part of delivery.
5.2 ARTISUM may reference the Customer’s name, logo, and non‑confidential outcomes in credentials and portfolios (including online) unless the Customer objects for legitimate reasons in writing.
5.3 The sale of Goods does not grant any license to ARTISUM’s or its licensors’ trademarks. BERVEX™ and other marks may not be used except to identify the purchased Goods in the usual course of resale, and never in a manner suggesting endorsement or affiliation beyond the transaction.
6. Confidentiality and Data Protection
6.1 Each party shall keep the other’s confidential information strictly confidential and use it solely for performing the contract. Disclosure to subcontractors is permitted on a need‑to‑know basis under equivalent obligations.
6.2 If ARTISUM processes personal data for the Customer as a processor, the parties shall conclude a data processing agreement compliant with GDPR.
7. Delivery Terms for Goods (BERVEX™ and Other Materials)
7.1 Incoterms® 2020: Unless otherwise agreed in writing, deliveries are made FCA – named place of shipment (e.g., manufacturer’s facility or consolidation port in Asia). Risk of loss passes upon handover to the first carrier. Alternative terms (e.g., EXW, CIP, CIF, DAP) may be agreed in writing; insurance is included only where required by the agreed Incoterm (e.g., CIP/CIF) and then to the standard stipulated by Incoterms® 2020.
7.2 Unless expressly agreed otherwise in writing, deliveries are made without transport insurance. The Customer is solely responsible for arranging adequate cargo insurance at its own cost. Upon the Customer’s prior written request and full prepayment of the insurance premium, ARTISUM may arrange all-risk cargo insurance on behalf of the Customer. In such case, any and all claims against the insurer shall be assigned to the Customer to the extent legally permissible, and ARTISUM shall have no liability for the insurer’s performance, scope of coverage, or any uninsured losses. In international procurement of high-value industrial goods, it is common practice for the Customer to arrange its own insurance coverage directly.
7.3 Retention of title: Title to Goods remains with ARTISUM until all amounts owed (including ancillary claims) are received in full. The Customer shall not pledge or transfer Goods by way of security before title passes.
7.4 Delivery windows and partial shipments: Delivery dates are estimates unless designated as binding. ARTISUM may make partial deliveries if reasonable.
7.5 Specifications and tolerances: Goods are manufactured to applicable specifications with industry‑standard tolerances. Continuous improvement and material availability may require minor technical adjustments that do not materially affect form, fit, or function.
8. Export, Sanctions, and Compliance
8.1 The parties shall comply with all applicable export control, customs, and sanctions laws and regulations (including those of Germany, the EU, the UK, and the U.S., as applicable). Performance is subject to the absence of legal impediments (e.g., embargoes, sanctions, denied‑party listings, licensing requirements, or end‑use/end‑user restrictions).
8.2 The Customer is responsible for obtaining any required import licenses, end‑use statements, and authorizations and for ensuring lawful end‑use. ARTISUM may request end‑use information and supporting documents.
8.3 If compliance concerns arise (including actual or suspected sanctions/export violations, license denial, adverse screening hits, or end‑use risks), ARTISUM may suspend or terminate the contract, refuse delivery, or recall Goods to the extent legally permissible, without liability.
8.4 Customer shall not use the Goods, directly or indirectly, in a manner prohibited by applicable law. Customer shall indemnify ARTISUM for losses arising from Customer’s breach of this Section.
9. Warranty; Returns (Goods)
9.1 ARTISUM warrants that, at the time risk passes, Goods materially conform to the agreed specifications. No other warranties (including fitness for a particular purpose) are given unless expressly agreed in writing.
9.2 The exclusive remedies for non‑conforming Goods are, at ARTISUM’s option: repair, replacement, or credit for the affected quantities. The Customer shall preserve the Goods for inspection and follow ARTISUM’s RMA instructions.
9.3 Except as required by mandatory law, returns are not accepted without prior written authorization. Custom or made‑to‑order Goods are non‑cancellable and non‑returnable (NCNR).
9.4 Shelf life, storage, and handling instructions (if provided) must be observed; ARTISUM is not liable for defects caused by improper storage, handling, processing, or combination with other materials.
10. Warranty; Acceptance (Services)
10.1 ARTISUM warrants that services will be performed with reasonable skill and care. For justified defects notified within a reasonable period after acceptance, ARTISUM will re‑perform or remedy the service. Further remedies are excluded to the extent permitted by law.
11. Liability
11.1 ARTISUM is liable without limitation for damages caused by intent or gross negligence, for injury to life, body, or health, and under mandatory product liability laws.
11.2 For simple negligence, ARTISUM is liable only for breach of a material contractual duty; in such case liability is limited to foreseeable damage typical for the contract.
11.3 To the maximum extent permitted by law, liability for indirect, incidental, or consequential damages, loss of profit, loss of production, loss of business or goodwill is excluded.
11.4 The foregoing limitations apply to all statutory and contractual claims and to ARTISUM’s legal representatives, employees, and vicarious agents.
12. Suspension; Set‑off; Retention
12.1 ARTISUM may suspend performance and withhold deliveries if the Customer is in default of payment or if a material deterioration of the Customer’s financial situation becomes apparent.
12.2 The Customer may only set off or exercise a right of retention with undisputed or finally adjudicated claims.
13. Force Majeure
13.1 Neither party is liable for non‑performance caused by events beyond its reasonable control, including but not limited to: acts of God, epidemics/pandemics, war, terrorism, civil unrest, labor disputes, cyber incidents, shortage of materials or energy, transport disruptions, port closures, export license delays/denials, government acts or sanctions, and failures of suppliers or carriers due to such events.
13.2 Deadlines are extended by the duration of the event plus reasonable restart time. If performance is materially impeded for more than 90 days, either party may terminate the affected portion of the contract without liability.
14. Subcontracting and Manufacturing Location
14.1 ARTISUM may have Goods manufactured and services rendered by third parties outside Germany. The Customer acknowledges that ARTISUM acts, inter alia, as an officially authorized European distributor for certain product lines.
15. Term and Termination
15.1 Service contracts run until deliverables are completed and all fees are paid. Goods contracts cover the specific order; NCNR applies per Section 9.3.
15.2 Either party may terminate for cause with immediate effect if the other party materially breaches the contract and fails to cure within a reasonable cure period, or if compliance/sanctions concerns under Section 8 arise.
16. Miscellaneous
16.1 No exclusivity is granted unless expressly agreed. ARTISUM may work for similar or competing products or manufacturers while safeguarding confidential information.
16.2 Assignment: The Customer may not assign the contract or rights thereunder without ARTISUM’s prior written consent.
16.3 Entire Agreement and Written Form: These Terms together with the offer and any annexes constitute the entire agreement. Amendments and waivers require written form (email suffices unless formal signatures are required by law).
16.4 Severability: If any provision is or becomes invalid, the remainder remains unaffected. The invalid provision shall be replaced by a valid one that comes closest to the parties’ economic intent.
17. Governing Law and Jurisdiction; Language
17.1 The contract is governed exclusively by the laws of the Federal Republic of Germany, excluding conflict‑of‑law rules and the UN CISG.
17.2 To the extent permitted, exclusive place of jurisdiction is Fulda, Germany. ARTISUM may also sue at the Customer’s general place of jurisdiction.
17.3 These Terms are provided in English only; if translations are provided, the English version prevails.
Annex A — BERVEX™ Special Terms (supplementing/prevailing for BERVEX™ Orders)
A1. Orders and Prepayment: 100% prepayment prior to production/allocation/dispatch unless otherwise agreed in a signed supply schedule.
A2. Delivery Terms: Default FCA named place (Incoterms® 2020). On request, ARTISUM can arrange DAP deliveries with all‑risk cargo insurance at Customer’s cost; insurance claims are assigned to Customer as far as legally permissible.
A3. Specifications and Tolerances: Conformance is assessed against agreed specifications at shipment with industry‑standard tolerances. Minor technical adjustments due to continuous improvement or supply availability that do not materially affect form, fit, or function are permitted.
A4. Inspection and Claims: Inspection and notification periods per Section 4.2 apply. Sampling‑based acceptance may be used where appropriate for bulk materials.
A5. NCNR: All BERVEX™ Orders are non‑cancellable and non‑returnable, except for proven non‑conformity within the warranty framework of Section 9.
A6. Default Interest: As set out in Section 3.4 (the higher of 1% per month or the applicable statutory default interest), plus collection costs and statutory fixed charges where applicable.
A7. Use and Compliance: Customer shall ensure lawful end‑use and comply with all export/import, sanctions, and end‑use/end‑user requirements. ARTISUM may request end‑use assurances and documentation and may suspend or cancel if compliance risks arise.