General Terms and Conditions (GTC)

Version: 26 July 2026

1. Supplier, scope and customers

  1. These General Terms and Conditions apply to all contracts for goods and services concluded through this webshop with BlueGreen Automation Limited, trading as ZEB Automation, Kandoy House, 2 Fairview Strand, Dublin 3, D03 Y1E2, Ireland (“ZEB”).
  2. The webshop is intended exclusively for entrepreneurs within the meaning of section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. ZEB does not conclude contracts with consumers through the webshop. By submitting an order, the customer confirms that it is acting in the course of its trade, business or self-employed professional activity.
  3. Conflicting or deviating customer terms apply only if ZEB has expressly agreed to them. Individually negotiated agreements take precedence.

2. Offer and conclusion of contract

  1. Product presentations in the webshop are not legally binding offers but invitations to place an order.
  2. By submitting an order, the customer makes a binding offer to conclude a contract. An automatically generated acknowledgement only documents receipt of the order and does not constitute acceptance.
  3. A contract is concluded when ZEB expressly accepts the order in text form or dispatches the goods. ZEB may accept the offer within five working days after receipt.
  4. ZEB stores the order details as required by statutory retention duties. The customer receives the order details and these GTC by email or can access the GTC in the webshop.
  5. The contract language is German or English, depending on the language in which the order is processed and confirmed.

3. Product information and documents

  1. Product descriptions, illustrations, drawings, dimensions, performance data and other technical information describe the subject matter of the contract. Customary or technically unavoidable deviations are permitted if they do not materially impair the contractually intended use.
  2. The customer is responsible for using the technical information provided to determine whether a product is suitable for its intended purpose and system environment. No guarantee as to quality or fitness for a particular purpose is given unless ZEB has expressly stated otherwise.
  3. ZEB retains all proprietary rights, copyrights and other intellectual-property rights in quotations, drawings, technical documents, software and other materials supplied. The customer may make them available to third parties only where necessary for the contractually intended use or with ZEB’s prior consent.
  4. Software and third-party content supplied with a product are additionally governed by the applicable licence terms. These are made available with the product or before conclusion of the contract.

4. Prices, taxes and shipping costs

  1. All prices displayed in the webshop are net prices in euros and are subject to value-added tax at the applicable rate where VAT is chargeable.
  2. Delivery and shipping costs are shown separately during checkout. The destination and the terms displayed during checkout determine the applicable costs.
  3. Deliveries to other countries may incur import VAT, customs duties or other public charges. ZEB does not collect these amounts and they are payable by the customer.
  4. A VAT-exempt intra-Community supply requires, in particular, a valid VAT identification number supplied with the order and satisfaction of all statutory requirements. ZEB may request supporting evidence and charge VAT retrospectively if those requirements are not demonstrated.
  5. ZEB may reject an order affected by an obvious pricing, typographical or calculation error or, after conclusion of the contract, challenge it in accordance with applicable law.

5. Payment

  1. The payment methods shown during checkout are available. These currently comprise advance payment and, for eligible customers, payment on invoice. There is no entitlement to a particular payment method.
  2. For advance payment, the invoiced amount is due without deduction upon receipt of the payment details. Unless otherwise agreed, ZEB dispatches the goods after receipt of payment.
  3. For payment on invoice, the deadline and payment terms stated on the invoice apply.
  4. Statutory rules apply in the event of late payment. ZEB may withhold outstanding deliveries until all due amounts have been paid.
  5. The customer may set off only claims that are undisputed or finally adjudicated. This restriction does not apply to counterclaims arising from the same contractual relationship. The customer may exercise a right of retention only where its counterclaim arises from the same contractual relationship.

6. Delivery and delivery times

  1. Delivery territories, shipping costs and estimated delivery times are stated in the webshop or order confirmation.
  2. Delivery times are estimates unless expressly agreed as binding. A delivery period does not begin until all technical and commercial questions have been resolved and the customer has completed all required acts of cooperation; for advance payment, it also does not begin until payment has been received.
  3. Partial deliveries are permitted where reasonable for the customer. The customer will not incur additional shipping costs unless agreed in advance.
  4. If, despite entering into a corresponding supply contract in good time, ZEB is not supplied correctly or on time through no fault of its own, ZEB will inform the customer without undue delay. ZEB may withdraw from the contract if the goods are permanently unavailable; any payments already made will be refunded without undue delay.
  5. In the event of force majeure or another event that was unforeseeable when the contract was concluded and is beyond ZEB’s control, delivery periods will be extended by a reasonable period. If performance becomes permanently impossible or unreasonable for either party, that party may withdraw in accordance with applicable law.

7. Dispatch and transfer of risk

  1. Unless otherwise agreed, ZEB selects the method of dispatch and carrier using reasonable discretion.
  2. The risk of accidental loss of or damage to the goods passes to the customer when the goods are handed to the forwarding agent, carrier or other person designated to carry out the shipment. Where acceptance has been agreed, acceptance determines the transfer of risk.
  3. The customer is responsible for compliance with import, export-control and other public-law requirements applicable to it. ZEB remains responsible for export obligations imposed on ZEB by law.

8. Retention of title

  1. ZEB retains title to the goods until all amounts under the relevant contract have been paid in full.
  2. The customer must treat goods subject to retention of title with due care and immediately inform ZEB of attachments, seizures or other third-party access.
  3. The customer may resell goods subject to retention of title in the ordinary course of business. The customer hereby assigns to ZEB the resulting receivables up to the outstanding invoice amount, and ZEB accepts the assignment. The customer remains authorised to collect the receivables until this authority is revoked. At the customer’s request, ZEB will release security where its realisable value exceeds the secured claims by more than 10 percent.

9. Defects

  1. Statutory provisions apply to defects unless otherwise stated below. Information in catalogues, data sheets or advertising material does not constitute a guarantee unless expressly identified as such.
  2. Where the purchase is a commercial transaction for both parties, the customer’s duties to inspect and notify defects under section 377 of the German Commercial Code (HGB) apply. Timely dispatch of the notice is sufficient.
  3. ZEB initially has the right to provide subsequent performance, at its option, by remedying the defect or supplying conforming goods. The customer’s statutory rights remain unaffected if subsequent performance fails, is unreasonable or is refused.
  4. Defect rights do not apply to damage caused after transfer of risk, in particular by unsuitable or improper use, incorrect installation or commissioning by the customer, normal wear and tear, incorrect or negligent treatment, or unauthorised modifications, where those circumstances caused the defect.

10. Liability

  1. ZEB has unlimited liability for intent and gross negligence; death, personal injury or damage to health; liability under the German Product Liability Act; fraudulent concealment of a defect; and to the extent of any guarantee expressly given.
  2. For a slightly negligent breach of a material contractual obligation, liability is limited to the loss typical for this type of contract and foreseeable when the contract was concluded. Material contractual obligations are those whose performance is essential for proper performance of the contract and on whose performance the other party may ordinarily rely.
  3. Liability for slight negligence is otherwise excluded.
  4. These limitations also apply for the benefit of ZEB’s legal representatives, employees and agents.

11. Confidentiality

Each party must treat the other party’s non-public commercial and technical information as confidential and use it only for performing the contract. Statutory disclosure and retention obligations remain unaffected.

12. Governing law and jurisdiction

  1. The laws of the Federal Republic of Germany apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
  2. The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Berlin where the customer is a merchant, a legal entity under public law, a special fund under public law, or has no general place of jurisdiction in Germany. ZEB may also bring proceedings at the customer’s registered office.
  3. The place of performance is Berlin to the extent permitted by law and unless otherwise agreed.

13. Final provisions

  1. Amendments and additions to a contract should be made in text form for evidentiary purposes. Individually negotiated agreements and their precedence remain unaffected.
  2. If any provision is or becomes wholly or partly invalid, the remaining provisions remain effective. The invalid provision is replaced by the applicable statutory rules.