General Terms and Conditions of Bright Testing GmbH, BT Electronics GmbH, and BT Services GmbH
1. General information, scope of application
1. Our General Terms and Conditions (GTC) apply exclusively. We do not recognize any terms and conditions of the client that conflict with or deviate from our GTC, unless we have agreed to their validity in writing. Our GTC also apply if we provide our services without reservation in the knowledge of conflicting, supplementary, or deviating terms and conditions of the client.
2. Our General Terms and Conditions shall also apply to all future transactions with the client without the need for further reference to our General Terms and Conditions.
3. Due to our data protection obligations, we refer you to our privacy policy, which can be found at https://www.bright-group.com/en/data-protection/ can be viewed and printed out.
2. offers
1. We are bound by our offers for a period of four weeks from the date of the offer. This does not apply if our offer is expressly designated as „subject to change“ or „non-binding“ is designated.
2. Orders require our confirmation in writing to be legally valid.
3. We reserve ownership, copyright, and other rights to the documents included in our offer. The documents may only be made accessible to third parties with our prior consent.
3. Obligations of the client to cooperate
1.Before placing an order, the client is required to provide us with written notification of all laws, standards, and other regulations that form the basis for our services and to provide us with all data, documents, and other information in written form free of charge before placing an order that we should take into account when providing our services.
2. The fulfillment of our contractual obligations depends on the proper and timely fulfillment of the client’s obligations. Any obligation to cooperate or other involvement of the client (or a subcontractor commissioned by the client) agreed upon or presupposed in the respective contract constitutes an obligation of the client within the meaning of the foregoing. This applies in particular to any support necessary for the fulfillment of the agreed contractual obligations by us, as well as to the timely, complete, and free provision of all relevant drawings, specifications, and other documents or information.
3.The client shall bear the costs of any additional expenditure incurred as a result of us having to repeat our services or these being delayed due to late, incomplete, or incorrect information or other non-contractual acts of cooperation on the part of the client. We are also entitled to charge the client for such additional expenditure even if a fixed or maximum price has been agreed.
4.Scope of services – Service provision
1.The content, type, and scope of our contractually owed services are described in our offer. Amendments and subsidiary agreements that supplement the offer must be made in writing to be effective.
2.Special requirements resulting from national regulations or customs of the country of destination must be agreed upon in a contract. The standards of the Federal Republic of Germany apply to the manufacture and testing of the purchased item and to the certification of the test results. Samples, drawings, descriptions, catalog and brochure information, etc. are only binding if this has been expressly agreed in writing.
3. If, with the consent of the client, we adopt the work results of third parties as the basis or component of our services, we may use these results as the basis for our further services without checking them, unless the client expressly instructs us in writing to check the adopted work results.
4. We shall perform our services on the basis of the generally accepted rules of technology applicable at the time of performance. According to the state of the art, it is generally not possible to detect all deviations or errors in the subject matter of the contract under all conditions of use.
5. If change requests or additional service requirements on the part of the client lead to a change in the scope of our services, we will offer these services, stating the expected additional costs, and invoice them separately after receiving the client’s order.
6. We are entitled to subcontract orders in whole or in part to third parties. This shall not affect our obligations to the client.
7. Tools and production equipment paid for by the customer are intended for the exclusive use of that customer and remain our property even after the product is no longer in use.
8. The client may not assign rights arising from transactions conducted with us to third parties without our prior consent.
5. Prices – Terms of payment
1. Our prices are in EUR (€) EXW Sindelfingen, Böblingen, or Esslingen. Costs for packaging, insurance, and transport, as well as customs and other fees for international deliveries, shall be borne by the customer.
2. If the client commissions us to manufacture tools or molds, 50% of the remuneration is due upon placing the order and 50% upon delivery.
3. We reserve the right to adjust our prices accordingly if cost increases occur after conclusion of the contract, in particular due to wage agreements or changes in material prices. We are obliged to proceed in the same manner in the event of cost reductions. We will provide the customer with evidence of both cost reductions and cost increases as soon as and to the extent that they occur, upon request.
4. If the client commissions us to manufacture tools or molds and, after production has begun, it transpires that our costs are higher than those assumed at the time the contract was concluded, without this being apparent to us at the time the contract was concluded, we shall be entitled to adjust the remuneration to the higher costs to a reasonable extent.
5. Spare parts deliveries and returns of repaired goods, insofar as these are not covered by liability for material defects, shall be made against payment of a reasonable flat rate for shipping and packaging costs in addition to the remuneration for the service provided and/or goods delivered by us.
6. Sales tax at the statutory rate is added to our prices. In the event of a change in sales tax, we are entitled to adjust our prices accordingly.
7. Our invoices are sent electronically and are due for payment upon receipt by the recipient.
8. All payments made by the client to us must be made by bank transfer. We do not accept checks or bills of exchange.
9. We are entitled to offset partial payments made by the client regardless of any deviating performance provisions of the client in accordance with Section 366 (2) of the German Civil Code (BGB).
10. The client is only entitled to offset counterclaims if these are undisputed or have been legally established.
11. If, after conclusion of the contract, we become aware of circumstances that give rise to justified doubts about the creditworthiness of the client (non-payment of a check or bill of exchange, individual enforcement, filing for insolvency), we shall be entitled to demand payment of the remuneration or the provision of securities in the amount of the remuneration to be paid by the client, at the client’s discretion, in return for our performance. If the client is unable to provide security within 14 days of receiving a corresponding request, we shall be entitled to withdraw from the contract. Otherwise, we shall only be obliged to provide further services in return for payment of the remuneration or the provision of security in the amount of the remuneration to be paid by the client.
6. Delivery
1.Shipping is always at the expense and risk of the customer. If shipping is delayed for reasons for which the customer is responsible, the risk shall pass to the customer upon notification that the goods are ready for shipment.
2. We are entitled to provide our services in partial services and to invoice these, insofar as this is reasonable for the client.
7. Delivery period
1. An agreed delivery period shall commence after the client has provided any documents, approvals, or releases that may be required and after receipt of an agreed down payment.
2. If the client requires one of our services within a specific period, this must be expressly agreed upon. We are not obliged to check the material provided to us to determine whether the client has to meet a deadline or other obligations towards third parties.
3. Agreed delivery periods shall be extended, even within a delivery delay, in the event of any form of force majeure (in particular pandemics), labor disputes, unrest, official measures, and unforeseeable and unavoidable operational disruptions for which we are not responsible. Agreed delivery times are subject to our supplier delivering to us on time. If this is not the case, they shall be extended accordingly.
4.In the event of changes to the order agreed between the client and us after conclusion of the contract which affect the delivery period, the agreed delivery period shall be extended by a reasonable amount.
5. The delivery deadline shall be deemed to have been met if we have notified the customer that the goods are ready for shipment or if the delivery item has left our factory by the time the deadline expires.
6. If shipment or delivery is delayed at the request of the customer by more than one month after notification of readiness for shipment, we may charge the customer storage fees of 0.5% of the price of the delivery items for each month or part thereof, up to a maximum of 5% of the price of the delivery items. The contracting parties shall remain free to provide evidence of higher or lower storage costs. Further claims shall remain unaffected.
8. Acceptance of work performed
1. If we perform work for the client, the client must accept our work performed in accordance with the contract and declare acceptance to us in writing. Acceptance cannot be refused on the grounds of minor defects.
2. We may demand acceptance of partial performance, in particular after reaching an agreed milestone.
3. Acceptance shall be deemed to have taken place if the customer does not accept our work within a reasonable period set by us, even though he is obliged to do so.
9. Tools and molds
1. If we manufacture (auxiliary) models, molds, tools, etc. (hereinafter referred to as “tools”) as part of the commissioned service, these are not part of the service and remain our property, unless expressly agreed otherwise in writing.
2. After acceptance of the commissioned service by the customer, we are entitled to scrap order-related tools.
10. Retention of title
1. We retain title to the goods delivered by us until the purchase price and all ancillary claims have been paid in full.
2. If the customer is an entrepreneur, we reserve title to the goods delivered by us until all claims against the customer arising from the business relationship have been settled.
3. The customer is obliged to treat the goods delivered by us with care; in particular, he is obliged to insure them adequately at his own expense against fire, water, and theft damage at replacement value.
4. In the event of seizures, other interventions by third parties, or changes in ownership of the purchased item, the client shall notify us immediately in writing. Enforcement officers or third parties shall be informed of our ownership.
5. If the third party is unable to reimburse us for the judicial and extrajudicial costs of enforcing the cancellation of access and the recovery of the purchased item, the client shall be liable for the loss incurred by us.
6. If the customer is authorized in individual cases to resell the goods purchased from us in the ordinary course of business, it hereby assigns to us all claims arising from the resale against its customers or third parties in the amount of the final invoice amount of our outstanding claims, including sales tax. The customer remains authorized to collect these claims even after the assignment. Our authority to collect the claims ourselves remains unaffected by this. However, we undertake not to collect the claims as long as the customer meets its payment obligations to us from the proceeds received, in particular is not in default of payment and no application for the opening of insolvency proceedings has been filed or payments have been suspended. If this is the case, however, we may demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents, and informs the debtors (third parties) of the assignment.
7. The processing or transformation of the purchased item by the customer is always carried out on our behalf. If the purchased item is processed with other items that do not belong to us, we shall acquire co-ownership of the new item in proportion to the value of the purchased item to the other processed items at the time of processing.
8. If the purchased item is inseparably mixed with other items that do not belong to us, we shall acquire co-ownership of the new item in proportion to the value of the purchased item to the other mixed items. The customer shall hold the co-ownership in safekeeping for u
9. We undertake to release the securities to which we are entitled at the request of the customer insofar as the realizable value of our securities exceeds the claims to be secured by more than 50%. The selection of the securities to be released is at our discretion.
11. Warranty
1. We provide warranty in accordance with statutory provisions, unless otherwise specified below.
2. The customer must immediately inspect the goods delivered and services provided by us for conformity with the contract, freedom from defects, and completeness and, if any deviations or defects are found, notify us immediately. If the customer fails to notify us, our goods or services shall be deemed to have been approved, unless the defect was not apparent during the inspection. If such a defect becomes apparent later, the customer must notify us immediately after discovery; otherwise, our goods or services shall also be deemed approved with regard to this defect. If our goods or services are deemed approved, recourse claims pursuant to §§ 437 ff., 478 BGB (German Civil Code) are excluded.
3. We may refuse the type of subsequent performance chosen by the customer without prejudice to Section 275 (2) and (3) of the German Civil Code (BGB) if it is only possible at disproportionate cost. In this case, the client’s claim for subsequent performance is limited to the other type of subsequent performance; our right to refuse this as well if it is only possible at disproportionate cost remains unaffected.
4. Insignificant defects shall in no case entitle the client to withdraw from the contract.
5. If we determine that a defect in the goods delivered by us and claimed by the customer is due to a defect in goods delivered by one of our suppliers, we shall notify the customer of this in writing and assign our warranty and recourse claims against the supplier to the customer. In this case, the customer may only assert warranty and recourse claims against us if it has previously asserted warranty or recourse claims against our supplier without success and can provide evidence of this.
6. If we determine that a defect claimed by the client does not actually exist, or that the delivery item has been modified in a manner not approved by us, thereby causing the damage, or that the damage is due to improper handling or wear and tear, the client shall be obliged to reimburse us for the costs of attempting to remedy the defect, in particular costs for labor and materials as well as travel expenses. We charge EUR (€) 120.00 per man-hour plus VAT at the applicable statutory rate. We reserve the right to claim higher costs. The customer has the right to prove that we have incurred no damage or less damage.
7. Unless otherwise agreed in writing, the limitation period for warranty claims is 12 months Transfer of risk. The burden of proof lies with the client.
12. Damages – Withdrawal
1. If we breach an obligation arising from the contractual relationship or if we fail to perform the service due or do not perform it as owed, the client may demand compensation for the damage incurred as a result, in accordance with the statutory provisions.
2. The client may not withdraw from the contract if our breach of duty is insignificant.
3. Notwithstanding the statutory provisions, we are entitled to withdraw from the contract if
a) the client acts in breach of contract and the breach of duty is significant,
b) the client has provided false information about their creditworthiness, or
c)the service we owe is not available. In this case, we undertake to inform the client immediately of the unavailability and to reimburse the client’s consideration without delay.
d) the service owed by us is unavailable due to force majeure (in particular pandemics), labor disputes, unrest, official measures, and other operational disruptions that are beyond our control, unforeseeable, and unavoidable.
13. Third-party rights
1. We shall not be liable for claims arising from the infringement of industrial property rights or copyrights (hereinafter referred to as “property rights”) if the client or a company in which the client holds a majority of the capital or voting rights is the owner of the property right.
2. If a third party asserts against the client that one of our services infringes its property rights, the client shall notify us immediately, comprehensively, and in writing, and shall give us the opportunity to defend against the asserted claims.
3.We shall be entitled, at our discretion, to obtain a right of use for our service that infringes a property right, or to modify the service so that it no longer infringes the property right, or to replace it with a similar service that no longer infringes the property right.
4. If the client provides us with drawings, models, or samples for the manufacture of products, they shall guarantee that these are free of third-party property rights. If third parties assert property rights against us, the client shall indemnify us upon first request. In this case, we shall be entitled to discontinue the manufacture and delivery of the affected products without examining the legal situation.
14. Liability
1. We are liable for all damages caused by us or our vicarious agents through intent or gross negligence.
2. We shall also be liable for culpable breaches of material contractual obligations, insofar as such breaches jeopardize the achievement of the purpose of the contract.
3. We shall also be liable if we have fraudulently concealed a defect or have given the client a guarantee for the quality of the item or work.
4. We shall also be liable for damages resulting from injury to life, limb, or health caused by a culpable breach of duty on our part or by a culpable breach of duty on the part of one of our legal representatives or one of our vicarious agents.
5. Furthermore, all claims for damages against us, in particular due to delay or breach of duty, as well as non-contractual claims, including those for lost profits, lost savings, lost benefits of use, failed expenses, indirect damages, and consequential damages, are excluded.
6. We are not liable for damage caused by parts provided by the customer.
7. Furthermore, any claims for damages shall be limited to the amount of damage foreseeable at the time of conclusion of the contract; claims arising as a result of the realization of excess risks that were unforeseeable for us cannot be asserted.
This limitation shall not apply if we have fraudulently concealed a defect from the client or have given a guarantee for the quality of the item or work.
This limitation shall also not apply in the event of damage resulting from injury to life, limb, or health based on a culpable breach of duty by us or a culpable breach of duty by one of our legal representatives or one of our vicarious agents.
8. Our statutory liability for injury to health or life and under the Product Liability Act remains unaffected by the above clauses.
15. Confidentiality
1. The contracting parties mutually undertake to keep all business and trade secrets obtained within the scope of the contractual relationship strictly confidential and not to disclose them to third parties. Business and trade secrets are defined as all information about the operational circumstances of the other contracting party, unless this information has been published by the other party or is obvious or publicly available. This obligation shall continue to apply beyond the term of the contract.
16. Novelty protection
The exchange of information of any kind between the parties shall in no case constitute prior art under Section 3 of the German Patent Act (PatG), Article 54 of the European Patent Convention, or corresponding provisions of the patent laws of other countries.
17. Place of jurisdiction – Dispute resolution – Choice of law
1. The place of jurisdiction is Böblingen.
2. We do not participate in dispute resolution proceedings before a consumer arbitration board and are not obliged to do so.
3.All legal relationships between the client and us shall be governed exclusively by German law.
18. Miscellaneous – Severability clause
1. No verbal side agreements have been made.
2. Should any provision of the contract, any provision incorporated into it in the future, or any provision of these terms and conditions be wholly or partially invalid or unenforceable, or should it later lose its validity or enforceability, or should a loophole become apparent, this shall not affect the validity of the remaining provisions. In this case, the contracting parties agree that the statutory provisions shall apply in place of the invalid and unenforceable provision or to fill the gap.
Stand 18.08.2025