1. Scope, Priority, Form
2. Offers, Conclusion of Contract, Documentation
3. Product Changes, Notification of Changes
4. Prices, Price Adjustment
5. Payment, Default, Set-off, Retention, Assignment
6. Delivery, Delivery Time, Transfer of Risk, Call-off Orders
7. Impediments to Performance, Reservation of Self-Supply, Default
8. Characteristics, Calibration, Use
9. Claim for Defects
10. Liability
11. Statute of Limitations
12. Use in Safety-Related Applications
13. Software and Firmware
14. Third-Party Intellectual Property Rights
15. Retention of Title
16. Export Control and Sanctions
17. Confidentiality, Documents, Prohibition of Imitation
18. Tools
19. Data Protection
20. Place of Performance, Governing Law, Place of Jurisdiction, Final Provisions
(1) These terms and conditions apply to all contracts for the supply of goods and services by Primosensor GmbH (“Primosensor”) with entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, or special funds under public law (“Customer”).
(2) These terms and conditions apply exclusively. Any deviating, conflicting, or supplementary terms and conditions of the Customer—in particular, the Customer’s own purchasing terms—shall only become part of the contract if and to the extent that Primosensor has expressly consented to their application in text form (within the meaning of Section 126b of the German Civil Code (BGB), e.g. by e-mail). This applies even if Primosensor, with knowledge of such terms and conditions, proceeds with delivery or performance without reservation, or makes reference to a document containing or referring to such terms and conditions.
(3) Individual agreements made on a case-by-case basis shall take precedence over these terms and conditions. Unless proven otherwise, the content of such agreements shall be determined by a contract or a confirmation issued by Primosensor in text form.
(4) These terms and conditions, in their current version, shall also apply to future contracts with the same Customer, without the need for Primosensor to draw attention to them again in each individual case. The current version is available at www.primosensor.de and will be provided upon request.
(5) Legally significant declarations and notifications to be submitted by the Customer after the conclusion of the contract—in particular, the setting of deadlines, notices of defects, or declarations of withdrawal or price reduction—must be made in text form.
(6) References to statutory provisions are for clarification purposes only. In the absence of any specific provision to the contrary in these terms and conditions, the relevant statutory provisions shall apply.
(1) Offers from Primosensor are subject to change and non-binding, unless they are expressly designated as binding or specify a particular acceptance period.
(2) The Customer’s order constitutes a binding offer. Primosensor may accept this offer within ten working days of receipt by issuing an order confirmation in text form or by delivering the products. Working days within the meaning of these terms and conditions are Monday to Friday, excluding public holidays at Primosensor’s registered office.
(3) Information provided in catalogs, brochures, on the website, or in presentations serves general informational purposes only. The characteristics of the products are governed by § 8.
(4) If a minimum order value has been agreed upon or is stated in the applicable price list, Primosensor is entitled to charge a small-order surcharge in accordance with said price list if the order falls below this threshold.
(1) Primosensor reserves the right to modify the design, materials, manufacturing processes, and components as part of ongoing technical development, provided that the parameters specified in the data sheet are not adversely affected and the change is reasonable for the Customer. Components that are technically equivalent may be substituted at any time.
(2) For products for which the Customer has given notice of use in a safety-related function pursuant to § 12 para. 3, as well as for products for which notification of changes has been separately agreed, Primosensor shall provide notice in text form—at least three months prior to implementation—of any changes affecting the product’s form, installation dimensions, function, or parameters. Until such changes are implemented, the Customer may place a final order for the existing version of the product under the previous terms and conditions, provided that Primosensor can continue production without unreasonable effort.
(1) Prices are in euros, EXW Dieburg (Incoterms 2020), plus costs for packaging, freight, insurance, customs duties, and other levies, as well as the statutory value-added tax (VAT).
(2) If more than four months elapse between the conclusion of the contract and the agreed delivery date—or, in the case of call-off orders, the date of the call-off—Primosensor is entitled to adjust the price to reflect any interim changes in the costs of materials, components, energy, freight, or wages. Such adjustments shall be made only to the extent that the respective cost component determines the price of the product concerned. Primosensor shall pass on any cost reductions in the same manner. Upon request, Primosensor shall provide evidence of such cost changes.
(3) If a price increase pursuant to paragraph 2 exceeds ten percent of the agreed price, the Customer may withdraw from the contract with respect to the affected deliveries within two weeks of receiving notification of the increase.
(1) Invoices are due for payment within 30 days of the invoice date, without any deductions. No cash discount is granted.
(2) In the event of default in payment, the Customer shall owe default interest at the statutory rate, as well as the lump sum pursuant to Section 288 (5) of the German Civil Code (BGB). Primosensor reserves the right to claim further damage caused by default.
(3) If, after the conclusion of the contract, circumstances become known that significantly call into question the Customer’s ability to pay, Primosensor may make outstanding deliveries conditional upon advance payment or the provision of security; after a reasonable period has expired without success, Primosensor may withdraw from the contract. Section 321 BGB remains unaffected.
(4) The Customer may only set off claims that are undisputed, established by final and binding court decision, ready for decision, or that stand in a reciprocal relationship to the claim held by Primosensor.
(5) The Customer may only exercise a right of retention in respect of claims arising from the same contractual relationship. In the event of defects, the Customer may only withhold payments to an extent that is proportionate to the defect and the anticipated costs of subsequent performance.
(6) If a notice of defect proves to be unjustified, Primosensor may demand reimbursement for the expenses it incurred, unless the Customer could not have recognized that the claim was unjustified even with the exercise of due care.
(7) The Customer may only assign claims against Primosensor arising from the contract—in particular claims for delivery and claims for defects—with the prior consent of Primosensor in text form. Primosensor shall not unreasonably withhold such consent. Section 354a of the German Commercial Code (HGB) remains unaffected.
(1) Unless otherwise agreed, delivery shall be EXW Dieburg (Incoterms 2020). Risk shall pass to the Customer upon handover to the carrier, or at the latest when the goods leave the factory; this also applies to partial deliveries and in cases where Primosensor has assumed additional services, such as shipping or delivery. If shipment is delayed for reasons attributable to the Customer, risk shall pass to the Customer upon notification that the goods are ready for shipment.
(2) Delivery dates and periods are only binding if they have been expressly agreed as such. They shall not commence until all technical details have been clarified, all documents, approvals, and permits to be provided by the Customer have been received, and any agreed-upon down payment has been made. Compliance with delivery dates and periods is determined by the time of handover to the carrier or of the notification that the goods are ready for shipment.
(3) Partial deliveries are permitted, provided they are reasonable for the Customer.
(4) Primosensor shall only arrange transport insurance upon the Customer’s express request and at the Customer’s expense.
(5) In the case of framework or call-off orders, the Customer is obligated to call off the agreed total quantity within the agreed term—or, in the absence of such an agreement, within twelve months of the conclusion of the contract. Upon the expiration of this period, Primosensor is entitled—following the setting of a two-week grace period—to deliver and invoice for the quantity not yet called off, or to charge for the costs of materials already procured and parts already manufactured. Primosensor is only obligated to maintain stock for the benefit of the Customer if a separate agreement to this effect exists; in such a case, the Customer is required to take delivery of and pay for the stocked quantity.
(1) Primosensor shall not be responsible for delays or impediments to performance resulting from circumstances that arise after the conclusion of the contract—or that only become known thereafter through no fault of Primosensor—and which Primosensor could not have foreseen or averted even with the exercise of due care. Such circumstances include, in particular, force majeure, epidemics, measures taken by public authorities, cyberattacks against Primosensor or its sub-suppliers, shortages of energy or raw materials, disruptions to transport routes, lawful industrial action at third-party companies, restrictions under foreign trade law, and corresponding events at sub-suppliers. Primosensor bears the burden of proof regarding these prerequisites. This provision does not affect any assumption of a procurement risk or a guarantee.
(2) In the cases referred to in paragraph 1, delivery periods shall be extended by the duration of the impediment, plus a reasonable start-up period. Primosensor shall notify the Customer without undue delay. If the impediment lasts for more than three months, either party may withdraw from the contract with respect to the affected deliveries; any consideration already provided shall be refunded.
(3) The conclusion of the contract is subject to the reservation of correct and timely self-supply by Primosensor’s sub-suppliers, provided that Primosensor has entered into a congruent covering transaction with the respective sub-supplier and is not responsible for the failure to receive delivery. Primosensor shall notify the Customer without undue delay of any such unavailability, refund any consideration already provided, and, upon request, assign its claims against the sub-supplier to the Customer.
(4) If Primosensor is in default, the Customer—provided it credibly demonstrates that it has incurred damage—may claim lump-sum compensation of 0.5 percent of the net price of the delayed delivery for each full week of default, up to a maximum total of 5 percent. Primosensor reserves the right to prove that no damage or a lesser amount of damage was incurred. Any further claims arising from default shall exist only in accordance with § 10; the lump-sum compensation shall be credited against such claims.
(5) Upon request by Primosensor, the Customer is obliged to declare within a reasonable period whether it intends to withdraw from the contract due to the delay or insists on delivery.
(1) The agreed characteristics of the products are defined by the data sheet or specification (in the version valid at the time the contract is concluded) and by the order confirmation. Primosensor is only obligated to ensure suitability for a specific use beyond these defined characteristics if such suitability has been expressly agreed upon in text form.
(2) Information regarding the characteristics of the products does not constitute a guarantee. Primosensor only assumes a guarantee if it does so by means of an express declaration in text form that is explicitly designated as a “guarantee.”
(3) At the time of transfer of risk, the products shall conform to the parameters specified in the data sheet, within the tolerances stated therein. A calibration certificate shall be provided if this has been agreed upon. Changes to the parameters resulting from use, loading beyond the specified limit load, operation outside the specified operating temperature range, or assembly and installation do not constitute defects. It is the Customer’s responsibility to ensure recalibration is performed at the intervals specified in the operating manual.
(4) The Customer is solely responsible for verifying that the products are suitable for the use intended by the Customer. Any technical application advice provided by Primosensor is given to the best of its knowledge; such advice is only binding if confirmed in text form or if it has been separately commissioned.
(1) The Customer must inspect the products without undue delay after delivery. Obvious defects—including incorrect or short deliveries—must be reported in text form within five working days of delivery; defects that are not discoverable during such an inspection must be reported in text form within five working days of their discovery. If the Customer fails to provide timely notification, the delivery shall be deemed approved (Section 377 of the German Commercial Code (HGB)).
(2) In the event of a defect, Primosensor shall, at its option, provide subsequent performance either by remedying the defect or by delivering a non-defective item. The right to refuse subsequent performance under the conditions provided by law remains unaffected. Replaced parts shall become the property of Primosensor.
(3) Primosensor shall bear the transport, travel, labor, and material costs necessary for the purpose of subsequent performance, provided that these costs do not increase due to the products having been moved to a location other than the place of performance—unless such relocation is consistent with the intended use of the products.
(4) If, in accordance with the nature and intended use of the defective product, the Customer has incorporated it into or attached it to another item, Primosensor shall reimburse the necessary expenses for removing the defective product and for installing or attaching the repaired or replacement (non-defective) product. Before commencing such work, the Customer shall provide Primosensor with an opportunity to comment and shall select a course of action that is economically reasonable. Such reimbursement is limited to EUR 250,000 per case of defect and to EUR 500,000 per calendar year; this limitation does not apply in cases of intent or gross negligence on the part of Primosensor, fraudulent concealment of a defect or the assumption of a guarantee.
(5) If subsequent performance fails, or if a reasonable period set for such performance has expired without success, the Customer may withdraw from the contract or reduce the price. There is no right of withdrawal in the case of an insignificant defect.
(6) Claims for defects shall not exist to the extent that the defect is attributable to natural wear and tear, loading beyond the specified limit load, operation outside the specified environmental conditions, improper assembly, handling or storage, interventions or modifications not authorized by Primosensor, or the failure to install a security update provided in accordance with § 13.
(7) If the Customer deems a product recall or any other field action necessary in relation to a Primosensor product, it shall notify Primosensor in advance and provide Primosensor with an opportunity to comment and participate, unless there is an imminent danger. Primosensor shall bear the costs of such measures only in accordance with § 10 and only to the extent that the measure was legally required and, in terms of its nature and scope, necessary and appropriate. Primosensor shall bear the costs of measures which the Customer was obliged to take neither by law nor by order of a public authority, in particular service campaigns and preventive replacement programs, only if Primosensor has given its prior consent to them in text form.
(8) Claims for damages and reimbursement of wasted expenditure shall exist only in accordance with § 10. The Customer’s rights of recourse under Sections 445a, 445b and 478 of the German Civil Code (BGB) remain unaffected; the Customer shall notify Primosensor without undue delay if a claim is brought against it by its purchaser.
(9) Section 444 of the German Civil Code (BGB) remains unaffected.
(1) Primosensor shall be liable without limitation in cases of intent or gross negligence, fraudulent concealment of a defect, the assumption of a guarantee or a procurement risk, culpable injury to life, body, health, or personal freedom, and under the German Product Liability Act (ProdHaftG).
(2) In the event of a breach of a material contractual obligation due to simple negligence, Primosensor’s liability shall be limited to the damage typical for the contract and foreseeable at the time of conclusion of the contract. Material contractual obligations are those whose fulfillment makes the proper performance of the contract possible in the first place and upon whose compliance the Customer may regularly rely.
(3) In all other respects, any liability of Primosensor for damages or reimbursement of wasted expenditure—regardless of the legal basis—is excluded. This applies in particular to claims for loss of use, loss of production, and loss of profit.
(4) In the cases referred to in paragraph 2, liability per case of damage is limited to EUR 5,000,000 for property damage and any resulting financial loss, and to EUR 100,000 for other types of financial loss.
(5) Contractual penalties and lump-sum damages owed by the Customer to its purchasers shall only be compensable if the Customer has informed Primosensor of the basis and amount thereof in text form prior to the conclusion of the contract, and even then, only in accordance with paragraphs 1 through 4.
(6) The above limitations of liability also apply for the benefit of Primosensor’s corporate bodies, employees, and vicarious agents. They do not entail any shift in the burden of proof to the detriment of the Customer.
(1) Claims based on defects—regardless of the legal grounds—shall become time-barred one year from the date of delivery or, if formal acceptance has been agreed upon, from the date of such acceptance.
(2) Paragraph 1 shall not apply in the cases specified in Sections 438 (1) nos. 1 and 2, 445b, and 634a (1) no. 2 of the German Civil Code (BGB), nor in cases involving intent, gross negligence, fraudulent concealment, the assumption of a guarantee, injury to life, body, health, or personal freedom, claims under the Product Liability Act, or the breach of material contractual obligations. In such cases, the statutory limitation periods shall apply.
(3) Claims for damages by the Customer that are not related to a defect shall become time-barred one year from the date on which the statutory limitation period begins to run. Paragraph 2 shall apply accordingly.
(4) Statutory provisions regarding the suspension, the prevention of the expiry, and the recommencement of the limitation period remain unaffected. Any subsequent performance provided by Primosensor without an acknowledgment of a legal obligation does not cause the limitation period to recommence.
(1) Primosensor’s products are components. Insofar as they possess features for use in safety-related functions—such as diagnostic or control signals indicating a Safety Integrity Level (SIL)—Primosensor’s responsibility is limited to ensuring that the individual product complies with the parameters specified in the data sheet and safety manual at the time of transfer of risk.
(2) The design of the safety-related function, the selection and integration of the products into a control system, machine, or installation, the assessment and validation of the achieved safety level in accordance with relevant standards, and periodic operational testing are the sole responsibility of the Customer. In this regard, the Customer must adhere to the information provided in the safety manual, particularly concerning installation conditions, failure rates, diagnostic coverage, and test intervals.
(3) The Customer shall inform Primosensor in text form prior to the conclusion of the contract if products are intended for use in a safety-related function and shall specify the targeted safety level. Primosensor is only obligated to provide consulting services regarding system design if a separate agreement to this effect has been made in text form.
(4) Liability for product defects and liability under the Product Liability Act remain unaffected.
(1) The Customer is granted a non-exclusive, non-transferable right to use the firmware and standard software supplied with the products in their unaltered form on the respective product. Transferring such software along with the product to the Customer’s purchasers is permitted. Rights under Sections 69d and 69e of the German Copyright Act (UrhG) remain unaffected. For any open-source components included, the respective license terms shall take precedence.
(2) If the products contain digital elements as defined by Regulation (EU) 2024/2847, Primosensor shall provide security updates for the duration of the support period specified in the data sheet—or, in the absence of such a specification, for five years from the transfer of risk. The Customer is obligated to install any provided security updates without undue delay or to enable its purchasers to install them.
(3) The contracting parties shall inform each other without undue delay of any vulnerabilities or security incidents affecting the products that come to their attention, and shall support one another in fulfilling any regulatory reporting or information obligations.
(4) If the products generate data as defined by Regulation (EU) 2023/2854, the contracting parties shall enter into a separate agreement regarding the access, use, and disclosure of such data.
(1) Primosensor warrants that the products are free from third-party industrial property rights and copyrights in the country of the agreed place of delivery. For other countries, Primosensor provides such a warranty only if explicitly agreed upon in text form.
(2) If a third party asserts justified claims against the Customer based on the infringement of such rights through products used in accordance with the contract, Primosensor shall, at its option and expense, either obtain a right of use, modify the product so that the intellectual property right is no longer infringed, or replace the product. If this is not possible under reasonable terms, the Customer shall be entitled to statutory rights of withdrawal and price reduction. § 10 shall apply to claims for damages.
(3) The obligations under paragraph 2 shall only apply provided that the Customer notifies Primosensor without undue delay in text form of any such claims, does not acknowledge any infringement, and leaves the defense against such claims and any settlement negotiations to Primosensor.
(4) Claims shall be excluded to the extent that the infringement is based on specifications provided by the Customer, on an application not foreseeable by Primosensor, or on the fact that the product has been modified by the Customer or combined with products not supplied by Primosensor.
(1) The supplied products shall remain the property of Primosensor until full payment of all current and future claims arising from the business relationship with the Customer has been received (goods subject to retention of title).
(2) The Customer may process and sell the goods subject to retention of title in the ordinary course of business; pledging or transferring the goods as security is not permitted. Any processing is carried out on behalf of Primosensor; in the event of processing, combination, or mixing with other items, Primosensor shall acquire co-ownership in proportion to the invoice value of the goods subject to retention of title relative to the value of the other items.
(3) The Customer hereby assigns to Primosensor, in advance, all claims arising from the resale of the goods subject to retention of title or of items manufactured therefrom, up to the amount of the invoice value of the goods subject to retention of title. The Customer remains authorized to collect the assigned claims as long as it fulfills its payment obligations, is not in default of payment, and no petition for the opening of insolvency proceedings has been filed. Should these conditions cease to be met, Primosensor may revoke the collection authorization and demand disclosure of the assignment.
(4) The Customer warrants that it has not previously assigned the assigned claims to third parties—for instance, under a global assignment or factoring agreement—and shall notify Primosensor prior to entering into any such agreements. Any advance assignment to a third party is permissible only if said third party acknowledges the priority of Primosensor’s rights under this § 15.
(5) In the event of attachment or any other form of third-party intervention, the Customer shall notify Primosensor without undue delay in text form. In the event of a breach of contract—in particular, default in payment—Primosensor shall be entitled to withdraw from the contract and take back the goods subject to retention of title, following the expiration of a reasonable grace period without success.
(6) Upon request, Primosensor shall release collateral to the extent that its realizable value exceeds the secured claims by more than ten percent; the choice of which collateral to release shall be at Primosensor’s discretion.
(7) If the retention of title is not effective under the laws of the country where the goods are located, the equivalent form of security recognized under the laws of that jurisdiction shall be deemed agreed upon. The Customer shall cooperate in all measures necessary to establish and maintain such security.
(1) Performance of the contract is subject to the reservation that there are no obstacles arising from national or international foreign trade regulations—in particular those of the European Union, the Federal Republic of Germany, and, where applicable, the United States—nor any embargoes or other sanctions. Delays resulting from licensing procedures shall extend delivery periods accordingly. If required licenses are not granted, the contract shall be deemed not to have been concluded with respect to the affected parts; in such cases, any claims for damages by the Customer are excluded.
(2) The Customer shall provide all information and documentation required for export, transfer, and import, including an end-use certificate upon request.
(3) The Customer shall not sell, export, or re-export—either directly or indirectly—any products falling within the scope of Article 12g of Regulation (EU) No 833/2014 to the Russian Federation or for use within the Russian Federation. The same applies to the Republic of Belarus pursuant to Article 8g of Regulation (EC) No 765/2006. The Customer shall make its best efforts to ensure that third parties further down the supply chain do not circumvent this obligation, shall implement appropriate monitoring mechanisms, and shall notify Primosensor without undue delay of any violations of which it becomes aware.
(4) Any breach of paragraph 3 entitles Primosensor to terminate these terms and conditions with immediate effect and to withdraw from all contracts not yet performed, and to claim a contractual penalty equal to ten percent of the total value of the affected contract, subject to a minimum amount of EUR 5,000. This shall not affect any further claims for damages. The contractual penalty shall be credited against such claims.
(1) The contracting parties shall treat all information received from the other party in the course of the business relationship—whether designated as confidential or inherently confidential due to the circumstances (including, in particular, drawings, design, calibration and manufacturing data, samples, prototypes, calculations, and prices)—as confidential and shall use such information solely for the purpose of performing the contract. This obligation also extends to information obtained orally or during site visits.
(2) This obligation does not apply to information that was already lawfully known, is or becomes generally known without any breach of contract, is provided by an authorized third party, or is developed independently. Statutory disclosure obligations, as well as rights under Section 5 of the German Trade Secrets Act (GeschGehG) and the German Whistleblower Protection Act (HinSchG), remain unaffected.
(3) All rights to documents, samples, models, and prototypes provided by Primosensor shall remain with Primosensor. The Customer may not use these items to replicate the products, have them replicated, or disassemble the products for the purpose of determining their construction, except where such actions are mandatorily permitted by law.
(4) For each culpable breach of paragraph 3, the Customer shall pay a contractual penalty, the amount of which shall be determined by Primosensor at its reasonable discretion—subject to review by a competent court in the event of a dispute—up to a maximum of EUR 25,000 per breach. The contractual penalty shall be credited against any claim for damages.
(5) These obligations shall remain in effect for three years following the end of the business relationship; in the case of trade secrets as defined in Section 2, No. 1 of the German Trade Secrets Act (GeschGehG), they shall remain in effect for as long as the requirements for such trade secrets continue to be met.
(1) Tools, fixtures, and testing equipment manufactured or procured by Primosensor for the production of the products shall remain the property of Primosensor—even if the Customer contributes to the costs—unless otherwise agreed.
(2) If the Customer changes its requirements, necessitating the modification or replacement of tools, the Customer shall bear the associated costs.
(3) Primosensor is under an obligation to store the tools for two years following the final delivery; thereafter, Primosensor may scrap the tools, subject to prior notification.
The contracting parties shall process the other party’s personal data only in compliance with applicable data protection regulations and solely to the extent necessary for the performance of the contract. Insofar as Primosensor processes personal data on behalf of the Customer, the parties shall enter into a separate agreement in accordance with Art. 28 of the GDPR.
(1) Unless otherwise agreed, the place of performance for all contractual obligations is Dieburg.
(2) The laws of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
(3) If the Customer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction shall be Darmstadt. Primosensor is also entitled to bring an action at the Customer’s general place of jurisdiction.
(4) If the Customer’s registered office is located outside the European Union, Switzerland, Norway, or Iceland, all disputes arising from or in connection with the contract shall be finally settled in accordance with the Arbitration Rules of the German Arbitration Institute (DIS), to the exclusion of the ordinary courts. The place of arbitration shall be Frankfurt am Main, the language of the proceedings shall be English, and the arbitral tribunal shall consist of a sole arbitrator.
(5) Should any provision of these terms and conditions be invalid, the validity of the remaining provisions shall remain unaffected.
(6) These terms and conditions are available in both German and English. In case of doubt, the German version shall prevail.
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