Business-to-Business Transactions Only
These Terms form an integral part of the order confirmation to which they are attached.
1.1 These General Terms and Conditions of Sale (“Terms”) shall apply exclusively to all offers, quotations, sales contracts, deliveries and services provided by
KF instruments – Klaus Fischer
Ludwigshoehstrasse 7e
64285 Darmstadt
Germany
(hereinafter referred to as “we”, “us” or “our”) to our customers (“Customer”).
1.2 Any conflicting, deviating or supplementary terms and conditions of the Customer shall not apply unless expressly accepted by us in writing. This shall also apply if we perform deliveries or services without expressly objecting to such terms.
1.3 Our offers, products and services are directed exclusively to:
1.4 Contracts shall be concluded in German or English. Both language versions shall be equally authoritative. In the event of irreconcilable discrepancies, the Parties shall determine the prevailing version by mutual agreement; failing agreement, the German version shall prevail.
2.1 All offers and quotations made by us are non-binding and subject to change unless expressly designated as binding.
2.2 Orders placed by the Customer by email, in writing, or by other electronic means shall constitute binding offers to enter into a contract.
2.3 A contract shall only come into existence upon:
2.4 Acknowledgement of receipt of an inquiry or order shall not constitute acceptance.
2.5 Documents, illustrations, drawings, specifications, weights, dimensions and other technical data contained in catalogues, brochures, quotations or other documents are approximate only unless expressly stated as binding.
3.1 Unless otherwise agreed, all prices are quoted in Euro (EUR) and exclusive of packaging, transport, insurance, customs duties, taxes and other ancillary charges. Statutory value added tax (VAT), if applicable, shall be charged separately.
3.2 Invoices are payable within fourteen (14) days from the date of the invoice without deduction unless otherwise agreed in writing.
3.3 If the Customer defaults on payment, statutory default interest shall apply. We reserve the right to claim further damages caused by delay.
3.4 The Customer may only set off claims or exercise rights of retention insofar as counterclaims are undisputed, acknowledged by us, or finally adjudicated.
4.1 Delivery dates and delivery periods are non-binding unless expressly agreed as binding in writing.
4.2 Delivery periods shall commence only after all commercial and technical details relevant to the order have been clarified and any agreed advance payments have been received in full.
4.3 Partial deliveries and partial performance shall be permitted where reasonable for the Customer.
4.4 Delivery periods shall be extended appropriately in cases of:
4.5 If we are not supplied correctly or in due time by our suppliers despite the conclusion of congruent hedging transactions with upstream suppliers, we shall not be obliged to deliver. We shall inform the Customer without undue delay and reimburse any payments already made for unavailable goods or services.
5.1 Unless otherwise agreed, shipment method, routing and carrier shall be selected by us at our reasonable discretion.
5.2 Risk of accidental loss or deterioration shall pass to the Customer upon handover of the goods to the carrier, freight forwarder or other third party entrusted with shipment.
5.3 Transport insurance shall only be arranged upon express request and at the Customer’s expense.
5.4 Unless otherwise agreed in writing, delivery shall be made Ex Works (EXW) Darmstadt, Germany (Incoterms® 2020). Risk of loss and all costs of transport, insurance and customs clearance shall be borne by the Customer from the point of handover.
6.1 Delivered goods shall remain our property until full payment of all present and future claims arising from the business relationship with the Customer.
6.2 The Customer shall handle goods subject to retention of title with due care and adequately insure them against customary risks.
6.3 The Customer may resell goods subject to retention of title in the ordinary course of business. The Customer hereby assigns to us all claims arising from such resale in the amount of the invoice value of the goods concerned. Upon our request, the Customer shall disclose the assignment to its purchasers and provide us with all information and documents necessary to enforce such claims.
7.1 The Customer shall inspect delivered goods without undue delay upon receipt.
7.2 Obvious defects must be notified to us in writing within thirty (30) business days after delivery; hidden defects must be notified within thirty (30) business days after discovery.
7.3 In the event of justified defects, we shall, at our discretion, either repair the defective goods or deliver replacement goods.
7.4 Warranty claims shall lapse if the goods have been modified improperly, used contrary to instructions, or repaired by third parties without our consent.
7.5 The limitation period for warranty claims shall be twelve (12) months from delivery, except where mandatory statutory provisions provide otherwise.
8.1 We retain all intellectual property rights, copyrights and ownership rights in:
8.2 The Customer receives only a non-exclusive, non-transferable right to use supplied software and documentation for the intended contractual purpose.
8.3 Source code shall not be owed unless expressly agreed otherwise in writing.
9.1 We shall be liable without limitation:
9.2 In cases of slight negligence, we shall only be liable for breach of essential contractual obligations (“cardinal obligations”). In such cases, liability shall be limited to foreseeable damages typical for the contract.
9.3 Any further liability for indirect damages, consequential damages, loss of profit, production downtime or data loss shall be excluded to the extent permitted by law.
10.1 The Customer shall keep confidential all commercial and technical information obtained from us unless such information is publicly known.
10.2 We process personal data exclusively in accordance with applicable data protection laws, in particular the EU General Data Protection Regulation (GDPR). Further information is available on our website or upon written request.
11.1 The delivery of goods may be subject to export control regulations, including but not limited to EU Dual-Use Regulation (EU) 2021/821, the German Foreign Trade and Payments Act (AWG), the German Foreign Trade and Payments Ordinance (AWV), and applicable UN, EU or US sanctions regimes.
11.2 The Customer shall be solely responsible for compliance with all applicable export control and customs laws in the country of destination and any transit countries.
11.3 The Customer represents and warrants that it is not subject to any applicable trade sanctions and that the goods will not be resold, transferred or used in violation of applicable export control laws.
11.4 We reserve the right to withhold delivery if we have reasonable grounds to believe that applicable export control regulations would be violated.
12.1 Governing Law This Agreement and all contractual relationships between the Parties shall be governed exclusively by the laws of the Federal Republic of Germany, excluding its conflict of laws rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
12.2 Jurisdiction To the extent permitted by applicable law, the courts of Darmstadt, Germany shall have exclusive jurisdiction over all disputes arising out of or in connection with this Agreement and the contractual relationship between the Parties.
Should any provision of these Terms be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid provision that most closely reflects the economic purpose of the invalid provision.
Version: May 30, 2026
The applicable version of these Terms is the version provided with the respective quotation, order confirmation or contract documentation.
Note: This document incorporates revisions to the original version of May 29, 2026. Changes include: explicit EUR currency reference (§ 3.1), Incoterms® 2020 EXW clause (§ 5.4), updated language parity clause (§ 1.4), expanded retention of title disclosure obligation (§ 6.3), GDPR-referenced privacy clause (§ 10.2), updated supply chain wording (§ 4.5), and new Export Control section (§ 11).