General Terms and Conditions of CMMC GmbH

  1. Scope, Definitions, Form

1. These General Terms and Conditions apply to all contracts, deliveries, and services provided by CMMC GmbH, Emilienstraße 45, 09131 Chemnitz (hereinafter “CMMC”), to business entities within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law, or special funds under public law.

2. Any deviating, conflicting, or supplementary terms and conditions of the customer shall only become part of the contract if CMMC expressly agrees to their validity in writing.

3. These General Terms and Conditions—in their currently valid version—also apply to future legal transactions of the same nature with the same customer, without CMMC having to refer to them again.

4. Legally relevant declarations and notices from the customer (e.g., setting of deadlines, notices of defects, withdrawal, or reduction) must be made in writing (email is sufficient), unless a stricter form is required by law.

 

  1. Offers, Conclusion of Contract, Documents, Confidentiality

1. Offers made by CMMC are subject to change and non-binding unless they are expressly designated as binding.

2. Orders placed by the customer shall be deemed a binding offer to enter into a contract. CMMC may accept this offer within 14 calendar days by issuing an order confirmation, commencing performance, or shipping the goods.

3. CMMC retains ownership and copyright to all documents provided in connection with offers/orders (e.g., drawings, CAD data, specifications, calculations). They may not be made accessible to third parties without CMMC’s prior consent and must be returned upon request or irrevocably deleted.

4. Both parties shall maintain confidentiality regarding information that becomes known to them in the course of the business relationship, is designated as confidential, or is confidential by its nature. Exceptions apply to information that is publicly known or lawfully obtained from third parties.

 

  1. Scope of Services, Obligations to Cooperate, Changes

1. The scope and extent of the services are set forth in the offer/order confirmation, supplemented, if applicable, by specifications, requirements specifications, or drawings (collectively, the “Contract Documents”).

2. The Customer must provide CMMC in a timely manner with all necessary information, approvals, materials, data, access, and cooperation. Delays or additional costs resulting from missing or delayed cooperation shall be borne by the Customer.

3. Change requests after the conclusion of the contract (changes or additions) require a mutually agreed adjustment of deadlines, remuneration, and, if applicable, the technical scope (change order process).

 

  1. Prices, Terms of Payment, Set-off, Security

1. Prices are ex works (EXW, unless otherwise agreed), plus packaging, shipping, insurance, any acceptance or inspection costs, and applicable sales tax.

2. Unless otherwise agreed, the invoice amount is due net within 14 days. In the event of late payment, default interest at the statutory rate shall accrue; further claims remain unaffected.

3. CMMC is entitled to demand advance payment or reasonable installment payments, particularly for customer-specific manufacturing.

4. The customer is entitled to set-off or retention rights only to the extent that its counterclaims are undisputed or have been legally established; § 320 BGB remains unaffected.

 

  1. Delivery Time, Deadlines, Partial Deliveries, Default of Acceptance

1. Deadlines are binding only if they are expressly agreed upon as such.

2. Compliance with deadlines is contingent upon the timely fulfillment of all obligations to cooperate, the provision of materials, and agreed-upon payments.

3. Partial deliveries are permitted to a reasonable extent and may be invoiced separately.

4. If the customer is in default of acceptance or breaches obligations to cooperate, CMMC may demand compensation for the damages incurred as a result (including additional costs and storage fees); at the same time, the risk of accidental loss or deterioration passes to the customer.

 

  1. Shipping, Transfer of Risk, Packaging, Insurance

1. Unless otherwise agreed, shipping is at the customer’s risk and expense. The risk passes to the customer no later than upon handover of the goods to the carrier/freight forwarder at CMMC’s plant/warehouse.

2. CMMC will only take out transport insurance at the express request and expense of the customer. Unless otherwise agreed, packaging will be billed separately and will not be accepted for return, unless there is a legal obligation to do so.

 

  1. Acceptance (Work/Machinery Services)

1. If acceptance has been agreed upon or is customary for the service in question based on its nature and scope, it shall take place after CMMC notifies the customer that the service is ready for acceptance, generally at CMMC’s headquarters.

2. Minor defects do not entitle the customer to refuse acceptance. Upon acceptance, the risk passes to the customer.

3. If acceptance does not take place within 10 business days of the request for acceptance for reasons for which CMMC is not responsible, the service shall be deemed accepted (deemed acceptance), provided that CMMC has pointed this out.

 

  1. Retention of Title

1. CMMC retains title to the delivered goods until all claims arising from the business relationship have been settled in full.

2. Processing/mixing/combining is carried out for CMMC as the manufacturer within the meaning of § 950 BGB; CMMC acquires (co-)ownership in proportion to the values.

3. The Customer hereby assigns to CMMC, in advance, all claims arising from the resale of the goods subject to retention of title in the amount of the final invoice amount (extended retention of title); CMMC accepts the assignment.

4. The Customer must immediately notify CMMC of any third-party claims (e.g., attachments).

 

  1. Intellectual Property Rights, Third-Party Rights, Indemnification

1. Unless expressly agreed otherwise, CMMC shall retain all copyrights and intellectual property rights in the results, drawings, manufacturing documents, software, data, and know-how developed by CMMC; the customer shall receive the necessary, non-exclusive, non-transferable rights required for use in accordance with the contract.

2. If the customer provides specifications, data, templates, or materials, the customer warrants that no third-party rights are infringed. The customer shall indemnify CMMC against any claims by third parties arising from such an infringement.

 

  1. Warranty (Material and Legal Defects)

1. The following applies to deliveries: The customer must inspect the goods immediately upon delivery and report any apparent defects without delay (no later than within 7 calendar days); hidden defects must be reported immediately upon discovery. Section 377 of the German Commercial Code (HGB) applies in addition.

2. In the event of justified defects, CMMC shall, at its discretion, provide subsequent performance by repair or replacement. If the subsequent performance fails, the customer may claim a price reduction or – in the case of a non-trivial defect – withdraw from the contract.

3. Claims are excluded in cases of only minor deviations, natural wear and tear, improper handling, excessive strain, unsuitable operating materials, faulty installation/commissioning by the customer or third parties, as well as in cases of modifications/repairs without CMMC’s consent.

4. Time limit: Claims for material defects expire 12 months after delivery or acceptance; longer statutory periods (e.g., § 438(1)(2) BGB, § 634a BGB) remain unaffected.

5. Statutory provisions apply to defects of title; any claims for indemnification are limited to typical, foreseeable costs.

 

  1. Liability

1. CMMC shall have unlimited liability for intentional acts and gross negligence, for injury to life, limb, or health, under the Product Liability Act, and for any warranties it has assumed.

2. In the event of a breach of material contractual obligations (cardinal obligations) due to simple negligence, CMMC’s liability shall be limited to foreseeable damages typical for this type of contract.

2. Otherwise, liability for simple negligence is excluded.

4. The foregoing limitations of liability also apply in favor of the officers, employees, and vicarious agents of CMMC.

 

  1. Force Majeure

1. Events beyond the control of a party (e.g., natural disasters, pandemics, war, terrorism, governmental measures, labor disputes, supply chain disruptions, energy/raw material shortages, cyberattacks) shall release such party from its obligation to perform for the duration and to the extent of the impact.

2. The affected party shall notify the other party immediately. If the disruption lasts longer than 90 days, either party may terminate the contract or partially withdraw from it with respect to the affected portion.

 

  1. Export Controls, Sanctions, Compliance

1. Performance is subject to the condition that there are no obstacles arising from national or international export, import, or sanctions regulations. The Customer agrees to comply with all applicable regulations and to provide CMMC with the relevant information/documents upon request.

2. The customer warrants compliance with applicable law (including anti-corruption, antitrust, human rights, and occupational safety regulations) and undertakes not to offer any benefits that violate such standards.

 

  1. Data Protection

CMMC processes the Customer’s personal data for the purpose of contract initiation and performance in accordance with Art. 6(1)(b) and (f) of the GDPR and the information provided in the privacy policy athttps://www.cmmc-engineering.com/privacy-policy. The Customer shall inform its contacts of this processing.

 

  1. Assignment, Subcontractors, Place of Performance

1. The Customer may assign claims against CMMC only with CMMC’s prior consent; § 354a of the German Commercial Code (HGB) remains unaffected.

2. CMMC may engage subcontractors but remains responsible for their performance.

3. The place of performance for all obligations arising from the contractual relationship is – unless otherwise agreed – the registered office of CMMC.

 

  1. Governing Law, Jurisdiction

1. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

2. The place of jurisdiction for all disputes arising from and in connection with this contract is – provided the customer is a merchant within the meaning of the German Commercial Code (HGB) – Chemnitz. CMMC is also entitled to sue the customer at the customer’s general place of jurisdiction.

 

  1. Final Provisions

1. Any side agreements, amendments, or additions must be made in writing.

2. Should any provision be or become invalid in whole or in part, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid provision that most closely approximates the economic purpose of the invalid provision.

3. The current version of these Terms and Conditions is available at https://www.cmmc-engineering.com/privacy-policy.

 

As of March 24, 2026

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