1. General Provisions

These General Terms and Conditions apply to all offers, quotes, and contracts between EPSI Europe GmbH (hereinafter referred to as "EPSI") and a contracting party (hereinafter referred to as "Buyer"). By placing an order with EPSI, the Buyer accepts these Terms and Conditions unless both parties have expressly agreed otherwise in writing. A general reference to other terms and conditions in the Buyer's documents shall not be deemed an agreed-upon deviation from these Terms and Conditions.

2. Offers

All offers are non-binding unless a specific acceptance period is stated within the offer. This also applies to prices and terms listed in our price indexes or price lists. The terms provided at the time of purchase are based on current raw material prices, labor costs, and transportation costs. Prices are exclusive of VAT and other government-mandated fees. EPSI reserves the right to pass on changes in these costs to the Buyer proportionally. Statements or commitments made by or on behalf of EPSI are only binding if confirmed by EPSI in writing. If the Buyer’s acceptance deviates (even on minor points) from the original offer, EPSI is not bound by it. A combined cost estimate does not obligate EPSI to deliver a portion of the order at a proportional share of the quoted price. Offers or quotes do not automatically apply to future orders.

3. Contract

An order becomes binding for EPSI only once EPSI confirms the order in writing or begins execution. The order confirmation and/or EPSI’s administrative records (including the related invoice) shall serve as the full and correct representation of the contract’s content.

4. Delivery Period

EPSI will provide the most accurate delivery estimates possible. However, any stated delivery period is non-binding and shall never be considered a "firm deadline" (time of the essence). A contract may not be cancelled due to a delivery delay. If the Buyer wishes to cancel due to a delay, the Buyer must provide EPSI with a written formal notice granting a reasonable grace period of at least 6 weeks from the date of the notice. Exceeding the delivery period does not constitute a breach of contract and does not entitle the Buyer to damages for losses suffered by the Buyer or third parties.

5. Execution

Products are delivered based on specifications and applications provided by EPSI. Information and recommendations provided by EPSI are general and indicative and are not binding. The Buyer is strictly obligated to inspect and test all products for adequacy and fitness for purpose prior to use and to document the results in writing. EPSI cannot be held liable for damages resulting from a lack of adequacy or fitness for purpose. If the Buyer fails to perform this prior inspection, EPSI is not liable for any resulting damages. Agreed delivery quantities may vary by up to 10% (over or under), which shall not affect EPSI's obligations or give rise to any claims for damages.

6. Delivery

Deliveries are made Ex Works (EXW) from EPSI. EPSI ensures packaging suitable for standard transport conditions to reach the destination in proper condition. The Buyer determines the method of transport. Costs for shipping, expedited shipping, parcel post, transport insurance, and the risk of loss or damage are always borne by the Buyer. If "free to destination" delivery is agreed upon, the costs and risk of shipping shift to EPSI. The Buyer must assist with the delivery, including signing delivery receipts. Freight bills or delivery notes provided at the time of delivery serve as proof of quantity and quality unless the Buyer immediately submits written objections. In such cases, the Buyer does not have the right to withhold payment. If delivery cannot be made to the agreed address through no fault of EPSI, storage and additional freight costs are the Buyer's responsibility. For "on-call" deliveries, the Buyer must accept the products within the agreed timeframe; otherwise, EPSI is entitled to invoice and store the goods at the Buyer’s expense without court intervention.

7. Designs, Molds, and Tooling

Unless otherwise agreed in writing, all designs, sketches, drawings, films, software, and other materials or (electronic) data sets created by EPSI remain the property of EPSI, regardless of whether they were handed over to the Buyer or third parties. The cost price of molds and tooling manufactured by EPSI will be partially invoiced to the Buyer; these costs are due upon delivery of the first products or samples from these molds. Molds always remain the property of EPSI, and EPSI is entitled to supply products manufactured with these molds to third parties.

8. Returns

In exceptional cases of incorrect ordering, a return may be agreed upon; in such cases, EPSI will refund 80% of the original invoiced value. This applies exclusively to new goods in unopened original packaging. Freight costs for returns are the Buyer’s responsibility. Custom-made products and items not part of EPSI’s standard stock program cannot be returned. Credits for returns will not be paid out in cash but will be applied toward future invoices.

9. Payment Terms

Payment is due within 30 calendar days from the invoice date, net and without deductions, unless otherwise agreed in writing. In the event of late payment, the Buyer is considered in default by operation of law without further notice. One month after the payment deadline, EPSI is entitled to charge interest at a rate of 1.5% per month on the outstanding balance. If payment is not received in full two months after the deadline, EPSI may initiate collection or legal proceedings; all collection and court costs will be borne by the Buyer. The Buyer is not permitted to offset payments against any claims or services provided to EPSI. If the Buyer loses control over their working capital, EPSI is entitled to cancel all current contracts and assert its retention of title immediately without court intervention.

10. Retention of Title

Delivered goods remain the sole property of EPSI until all current and future claims, including interest and collection costs, have been paid in full. The Buyer is not permitted to transfer ownership or use the goods as collateral until full payment is made. Processing or converting the goods does not affect this; the Buyer shall hold the processed goods or resulting new items as EPSI’s property until paid in full.

11. Complaints

The Buyer must inspect the quantity and quality of delivered products immediately upon delivery. Any defects must be reported to EPSI in writing within 10 days of delivery. Non-visible defects must be reported within 3 weeks of discovery, but no later than 2 months after delivery. Failure to report defects within these timeframes obligates the Buyer to accept and pay for the goods. Returns of defective products require prior written consent from EPSI.

12. Warranty

EPSI warrants that delivered products meet standard requirements and are free from defects. This warranty is valid for 2 months from delivery. The warranty is void if the defect is caused by improper use, unauthorized modifications by the Buyer or third parties, or if the Buyer is in default of payment. The warranty is reinstated once full payment is received by EPSI.

13. Liability

EPSI is liable only for damages that are a direct and exclusive result of a gross negligence or willful misconduct by EPSI, provided such damages are covered by insurance (or should have been covered under industry-standard insurance). Indirect or consequential damages—such as business interruption, demurrage, lost profits, or other overheads—are not compensable. EPSI’s liability is strictly limited to the invoice amount of the goods or services to which the claim relates. The Buyer shall indemnify EPSI against all third-party claims arising from the use of drawings or data provided by the Buyer.

14. Amendments

EPSI is entitled to change these Terms and Conditions without prior notice. Unless otherwise agreed, existing orders are governed by the terms in effect at the time of EPSI’s written order confirmation.

15. Governing Law and Jurisdiction

These Terms and Conditions and all underlying contracts are governed exclusively by German Law. The place of jurisdiction is the District Court (Amtsgericht) of Osnabrück.