General Terms and Conditions (AGB) for BERVEX® Materials
of ARTISUM Europe GmbH (“Supplier”)
Last updated: 12.2025
1. Scope and Contract Formation
1.1 These General Terms and Conditions (“Terms”) apply to all present and future contracts for the supply of BERVEX® materials – in particular aluminium-coated glass fibres and related technical fibre products (“Goods”) – by ARTISUM Europe GmbH (“Supplier”) to business customers (“Customer”).
1.2 Deviating terms and conditions of the Customer shall not apply, even if the Supplier does not expressly object to them, unless their application is expressly agreed in writing.
1.3 Offers by the Supplier are non-binding unless expressly designated as binding. Unless otherwise stated in the offer, offers are valid for 30 days from the offer date.
1.4 A contract is concluded when the Supplier confirms the Customer’s order in writing (including by email or via an agreed electronic channel) based on the then applicable offer, or when the Supplier executes the delivery.
1.5 No exclusivity, territorial protection, or minimum purchase obligation is granted to the Customer unless expressly agreed in a separate written agreement.
2. Orders, Specifications and Cooperation
2.1 The scope of delivery results from the Supplier’s offer, including any attached specifications, technical data sheets, and supply schedules (“Contract Documents”). In case of conflict, individually agreed written terms prevail over these Terms.
2.2 The Customer is responsible for specifying the desired type, quantity and, where applicable, technical requirements of the Goods. The Supplier does not assume responsibility for the suitability of the Goods for a particular application unless expressly confirmed in writing.
2.3 The Customer shall provide in good time all information reasonably required for proper performance of the contract, including but not limited to delivery details, contact persons, and any regulatory or end-use documentation needed for export, import, or transport. Delays caused by missing or incomplete information extend delivery times accordingly.
2.4 The Supplier may make minor technical adjustments to the Goods where required by continuous improvement or raw material availability, provided such adjustments do not materially affect form, fit, or function in relation to the agreed specifications.
3. Prices and Payment
3.1 Unless otherwise agreed in writing, prices are net ex works / FCA named place of shipment (Incoterms® 2020), exclusive of VAT, packaging, freight, insurance, customs, duties, taxes, and other third-party charges. Prices are stated in EUR; other currencies require written agreement.
3.2 Unless expressly agreed otherwise in a signed supply schedule, all BERVEX® orders are subject to 100% prepayment prior to production, allocation, or dispatch. The Supplier is not obliged to start production planning, reserve capacity, or release shipments before full prepayment has been received.
3.3 Invoices are due immediately and payable within 15 days from the invoice date without deduction, unless otherwise agreed in writing.
3.4 For BERVEX® orders, contractual default interest of 1% per month (12% p.a.) or the applicable statutory default interest rate – whichever is higher – applies from the due date, plus reasonable collection costs and any statutory fixed fees where applicable. The Supplier may suspend further performance, withhold deliveries, or refuse new orders if any invoice is overdue.
3.5 All BERVEX® orders are non-cancellable and non-returnable (NCNR), except in cases of proven non-conformity within the warranty framework set out in Section 9.
4. Delivery, Transfer of Risk and Inspection
4.1 Unless otherwise agreed in writing, deliveries are made FCA – named place of shipment (Incoterms® 2020). Risk of loss and damage passes to the Customer upon handover of the Goods to the first carrier. Alternative Incoterms (e.g. EXW, CIP, CIF, DAP) may be agreed in writing.
4.2 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, the Supplier may arrange cargo insurance on behalf of the Customer; in such case, any claims against the insurer are assigned to the Customer to the extent legally permissible, and the Supplier assumes no liability for the insurer’s performance, scope of coverage, or uninsured losses.
4.3 Delivery dates and lead times communicated by the Supplier are estimates unless expressly designated as binding. The Supplier may make partial deliveries if reasonable for the Customer.
4.4 The Customer shall inspect the Goods immediately upon delivery and notify the Supplier 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 within these periods constitutes acceptance of the delivered Goods.
4.5 The Supplier may use sampling-based inspection and acceptance for bulk materials where appropriate and in line with industry practice.
5. Retention of Title
5.1 Title to the Goods remains with the Supplier until all payment obligations of the Customer arising from the business relationship, including ancillary claims, interest, and costs, have been fulfilled in full.
5.2 Until title has passed, the Customer shall:
(a) store the Goods separately and properly,
(b) not pledge the Goods or transfer them by way of security, and
(c) adequately insure the Goods against customary risks.
5.3 If the Customer resells Goods in the ordinary course of business before title has passed, it assigns to the Supplier, by way of security, its claims against its buyer in the amount of the outstanding invoice value. The Supplier accepts the assignment.
6. Intellectual Property and Trademarks
6.1 The sale of Goods does not transfer any intellectual property rights or grant any license beyond what is necessary for the ordinary use of the delivered Goods. Process know-how, formulations, and production methods remain the exclusive property of the Supplier and/or its licensors.
6.2 The Customer may use the BERVEX® name and other Supplier marks solely to identify the purchased Goods in the usual course of business and resale, but not in a manner suggesting that the Customer is a manufacturer, affiliate, or authorised representative of the BERVEX® brand unless expressly agreed in writing.
6.3 The Customer shall not remove, alter, or obscure any markings, batch codes, traceability information, or trademark notices on the Goods, packaging, or accompanying documentation.
7. Confidentiality and Data Protection
7.1 Each party shall keep confidential all non-public, business-sensitive information received from the other party and use it only for the purposes of the respective contract. Disclosure to employees, advisors, and subcontractors is permitted on a strict need-to-know basis under equivalent confidentiality obligations.
7.2 If the Supplier processes personal data for the Customer as a processor, the parties shall conclude a data processing agreement in compliance with the GDPR.
8. Export Control, 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., where applicable. Performance of any contract 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 authorisations at its own cost and for ensuring the lawful end-use of the Goods. The Supplier may request end-use information and supporting documents and may make deliveries conditional upon their provision.
8.3 If compliance concerns arise (including actual or suspected breaches of export/sanctions law, license denials, adverse screening results, or end-use/end-user risks), the Supplier may suspend or terminate the contract, refuse delivery, or recall Goods to the extent legally permissible, without liability for resulting delays or non-performance.
8.4 The Customer shall not use the Goods, directly or indirectly, in a manner prohibited by applicable law. The Customer shall indemnify and hold the Supplier harmless from any losses, costs, or claims arising from the Customer’s breach of this Section 8.
9. Warranty and Returns (Goods)
9.1 At the time risk passes, the Supplier warrants that the Goods materially conform to the agreed specifications and are free from material defects in workmanship and material. No further warranties – including any implied warranty of fitness for a particular purpose – are given unless expressly agreed in writing.
9.2 The exclusive remedies for non-conforming Goods are, at the Supplier’s discretion:
(a) repair,
(b) replacement of the affected quantities, or
(c) credit note/refund of the net invoiced amount for the affected quantities.
9.3 The Customer shall preserve allegedly non-conforming Goods for inspection and follow the Supplier’s instructions regarding sampling, analysis, and return (RMA procedure, if applicable).
9.4 Except where mandatory law requires otherwise, returns are not accepted without prior written authorisation. Custom or made-to-order Goods, including all BERVEX® orders produced or allocated to Customer specification, are non-cancellable and non-returnable (NCNR) except in the case of proven non-conformity in accordance with this Section 9.
9.5 The Supplier is not liable for defects caused by improper storage, handling, processing, or combination with other materials, nor for deviations resulting from the Customer’s use of the Goods outside the agreed specifications or recommended operating conditions.
10. Liability
10.1 The Supplier 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.
10.2 For simple negligence, the Supplier is liable only for breach of an essential contractual obligation (Kardinalpflicht). In such cases, liability is limited to the foreseeable damage typical for this type of contract.
10.3 To the maximum extent permitted by law, the Supplier is not liable for indirect, incidental, or consequential damages, such as loss of profit, loss of production, loss of business or goodwill, or loss of anticipated savings.
10.4 The above limitations of liability apply to all contractual and non-contractual claims and also in favour of the Supplier’s legal representatives, employees, and vicarious agents.
11. Suspension, Set-off and Retention
11.1 The Supplier may suspend performance, withhold deliveries, or refuse to accept new orders if the Customer is in default of payment or if there are reasonable indications of a material deterioration of the Customer’s financial situation.
11.2 The Customer may only set off claims or exercise rights of retention against the Supplier if its counterclaims are undisputed, have been finally adjudicated by a competent court, or have been expressly acknowledged by the Supplier in writing.
12. Force Majeure
12.1 Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, including but not limited to acts of God, epidemics/pandemics, war, terrorism, civil unrest, labour disputes, cyber incidents, shortage of materials or energy, transport disruptions, port closures, export license delays/denials, government acts or sanctions, or failures of suppliers or carriers due to such events.
12.2 Agreed deadlines are extended by the duration of such event plus a reasonable restart period. If performance is materially impeded for more than 90 days, either party may terminate the affected part of the contract without liability.
13. Subcontracting and Manufacturing Location
13.1 The Supplier is entitled to have Goods produced and logistical services rendered by carefully selected third parties, including outside Germany, while remaining responsible to the Customer in accordance with these Terms.
13.2 The Customer acknowledges that the Supplier operates BERVEX® as a controlled supply model and may use dedicated production capacities under long-term arrangements. This does not grant the Customer any direct rights against such third parties.
14. Term and Termination
14.1 Each individual contract for Goods covers the specific order and ends when delivery has been completed and all payments have been received.
14.2 Either party may terminate the contract for cause with immediate effect if the other party materially breaches the contract and fails to remedy such breach within a reasonable cure period set in writing, or if circumstances under Section 8 (compliance/export) justify termination.
14.3 Termination does not affect accrued payment obligations, NCNR provisions, or any rights and obligations which by their nature are intended to survive termination (including but not limited to Sections 5, 7–10, 13, 16).
15. Miscellaneous
15.1 No exclusivity, sales territory, or agency rights are granted to the Customer unless expressly agreed in a separate written agreement. The Supplier remains free to supply other customers and sectors.
15.2 The Customer may not assign the contract or transfer rights or obligations thereunder to third parties without the Supplier’s prior written consent, except for assignments by way of security to financing banks in the ordinary course of business.
15.3 These Terms together with the applicable Contract Documents constitute the entire agreement between the parties with respect to the supply of BERVEX® Goods. Amendments and waivers require written form; email is sufficient unless formal signatures are required by law.
15.4 If any provision of these Terms is or becomes invalid or unenforceable, the remaining provisions remain unaffected. The invalid provision shall be replaced by a valid one that comes closest to the economic intent of the parties.
16. Governing Law and Jurisdiction; Language
16.1 These Terms and any contracts between the Supplier and the Customer are governed exclusively by the laws of the Federal Republic of Germany, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).
16.2 To the extent permitted by law, exclusive place of jurisdiction for all disputes arising out of or in connection with these Terms or any contract shall be Fulda, Germany. The Supplier may also bring actions at the Customer’s general place of jurisdiction.
16.3 These Terms are provided in English. If translations are provided, the English version shall prevail in case of discrepancies.