Legal

Terms and Conditions

PETEK Reinraumtechnik GmbH · Version 1 · As of: 23 April 2026

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1. Scope of Application

1.1 These General Terms and Conditions (T&C) apply to all contracts between PETEK Reinraumtechnik GmbH ("PETEK") and its customers ("Customer") for the development, manufacture and delivery of cleanroom products as well as for planning, assembly, commissioning, qualification and service work, including acting as general contractor for cleanroom and technical construction projects.

1.2 These T&C apply exclusively to entrepreneurs (§ 14 BGB), legal entities under public law or special funds under public law.

1.3 Deviating, conflicting or supplementary terms and conditions of the Customer shall not become part of the contract unless PETEK has expressly agreed to their validity in text form.

2. Definitions and Contractual Basis

2.1 "Services" comprise deliveries (goods, systems, components) as well as work, assembly, construction, planning, commissioning, qualification and service activities.

2.2 "Documentation" includes in particular plans, drawings, test records, operating and maintenance instructions, checklists, measurement and acceptance protocols, insofar as contractually owed.

2.3 The specific scope of services is derived from the offer, order confirmation, contract, service description, specification/URS/FS/DS and any amendments (Change Requests). In case of conflicts, the following order of precedence applies: (1) individual contract/annex, (2) order confirmation, (3) offer, (4) service description/specification, (5) these T&C.

3. Offers and Contract Formation

3.1 Offers from PETEK are non-binding unless expressly designated as binding. Technical changes as well as changes in form, colour and material remain reserved within reasonable limits.

3.2 A contract is only formed upon written or text-form order confirmation by PETEK or upon commencement of execution.

3.3 Verbal ancillary agreements require confirmation in text form to be effective.

4. Scope of Services, Cleanroom Specifics, Limitations

4.1 PETEK owes the contractually agreed service. Where no specific quality or a particular result (e.g. cleanroom classification in operational use) is expressly agreed, PETEK owes professional execution in accordance with recognised rules of technology.

4.2 Cleanroom and GMP/ISO/ECSS parameters in operation regularly depend on boundary conditions (e.g. use, occupancy, processes, cleaning, maintenance, material flow). Such parameters only constitute an owed quality/result if (a) expressly agreed and (b) the required boundary conditions are contractually defined and demonstrably complied with by the Customer.

4.3 For general contractor services, PETEK coordinates the contractually owed trades and may use subcontractors. Services provided by third parties directly commissioned by the Customer are not part of the scope of services unless expressly agreed.

5. Customer Obligations to Cooperate

5.1 The Customer shall provide all information, documents, approvals and permits required for service delivery in a timely manner and shall ensure the necessary site conditions (e.g. load capacity, openings, utility connections, access, crane/lifting equipment, safety briefings).

5.2 Delays and additional costs resulting from missing/delayed cooperation shall be borne by the Customer. PETEK is entitled to assert corresponding schedule and price changes.

5.3 The Customer shall inform PETEK of special requirements/restrictions (e.g. GMP regime, access and hygiene regulations, shift operations, cleanroom clothing) prior to commencement of execution.

6. Changes to Services (Change Requests) / Amendments

6.1 Changes or extensions to the scope of services require text form. PETEK will present the effects on schedules, remuneration, interfaces and risks.

6.2 If the Customer requests changes or if circumstances become known that require an adjustment, PETEK is entitled to claim additional costs and appropriate schedule extensions.

7. Acceptance, Partial Acceptances, Commissioning / Qualification

Insofar as the service has the character of a works or construction contract, the Customer is obliged to accept the service as soon as PETEK has notified readiness for acceptance. Material defects entitle the Customer to refuse acceptance; minor defects do not. PETEK is entitled to request partial acceptances for self-contained performance sections. The acceptance procedure, the deemed acceptance provision and the distinction between commissioning and qualification are governed in detail by the German-language T&C.

For further details on the acceptance process (Sections 7.1–7.9), please refer to the German T&C document.

8. Prices, Remuneration, Instalments

8.1 All prices are net plus statutory VAT and plus packaging, transport, customs, insurance and other ancillary costs, unless otherwise agreed.

8.2 For projects with a longer duration or material price risks, PETEK is entitled to adjust prices pursuant to a contractual price escalation clause or, if agreed, based on actual expenditure.

8.3 PETEK is entitled to issue instalment invoices in line with progress (in particular after partial acceptances/milestones). Where applicable, the reverse charge procedure (§ 13b UStG) applies.

9. Payment Terms, Set-Off, Rights of Retention

9.1 Invoices are due for payment within 14 calendar days of the invoice date without deduction, unless otherwise agreed.

9.2 Set-off or retention rights are only available to the Customer insofar as the Customer's counterclaims are undisputed, legally established or arise from the same contractual relationship.

10. Deadlines, Delivery and Performance Periods

Deadlines are only binding if expressly agreed as such. Periods are extended appropriately in cases of force majeure, supply chain disruptions, strikes, official measures or other circumstances beyond PETEK's control. Partial deliveries and partial services are permissible.

11. Delivery, Transfer of Risk, Packaging, Transport

Unless otherwise agreed, PETEK delivers FCA (Incoterms® 2020). Dispatch and transport are at the Customer's cost and risk. For assembly/construction services, risk passes upon (partial) acceptance.

12. Defect Rights / Warranty

12.1 The Customer must inspect deliveries/services promptly and give written notice of defects: obvious defects within 2 working days of delivery/(partial) acceptance; hidden defects immediately upon discovery.

12.2 In the case of legitimate defects, PETEK is first entitled to remedy (rectification or replacement delivery at PETEK's choice).

12.3 Defect claims do not exist for normal wear and tear, improper operation, missing maintenance, contamination caused by operation/personnel/processes, or unauthorised modifications by the Customer or third parties.

12.4 Limitation period: 12 months from delivery/(partial) acceptance for non-construction deliveries/services; statutory periods apply for construction works.

13. Liability

13.1 PETEK is liable without limitation for intent and gross negligence, for culpable injury to life, body or health and under mandatory statutory liability provisions (e.g. Product Liability Act).

13.2 For simple negligence, PETEK is only liable for breach of cardinal contractual obligations, limited to the foreseeable, contract-typical damage.

13.3 Total liability is capped at 100% of the net order value of the affected contract. Indirect damages, consequential damages, loss of profit and business interruption are excluded to the extent legally permissible.

14–18. Retention of Title, IP Rights, Confidentiality, Termination, Force Majeure

Delivered goods remain PETEK's property until full payment (extended retention of title). PETEK retains all intellectual property rights in drawings, plans and software. Both parties are obliged to treat non-public information confidentially. Either party may terminate for cause. Force majeure events suspend performance obligations for their duration. For the full provisions of Sections 14–18, please refer to the German T&C document.

19. Final Provisions

19.1 The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG), to the extent legally permissible.

19.2 The place of jurisdiction for all disputes arising from and in connection with the contractual relationship is — to the extent permissible — the registered office of PETEK.

19.3 Should individual provisions be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected.