September 2026 · replaces version dated 11/
The following terms of sale and delivery apply to all deliveries and services of “STB Service Technik Beratung GmbH”, hereinafter referred to as Supplier or STB. Deviations require the express written acknowledgement of the Supplier. Any purchasing or other terms and conditions of the Buyer and/or of an order are hereby objected to. They shall not be recognized even if STB does not expressly object to them again after receipt. Rather, by placing an order or issuing an instruction, and at the latest upon acceptance of our goods and/or services, the Buyer/Customer accepts our terms of sale and delivery as the legally binding basis of the contract for it as well.
1.1 Our deliveries of goods and services are provided on the basis of these terms of sale and delivery (“Terms”) or other written agreements jointly made, which then take precedence over these Terms as individual agreements. These Terms always apply in conjunction with the applicable statutory provisions and are intended only to replace or supplement them to the extent legally permissible.
1.2 All oral agreements are expressly excluded; the same applies to side agreements made by persons not authorized to represent the respective party.
1.3 These Terms apply exclusively to natural or legal persons who, at the time the contract is concluded, are acting in the exercise of a commercial or independent professional activity (“Entrepreneurs”), or to a legal person under public law or a special fund under public law (together “Customer”). In their respective version, they also apply as a framework agreement to future contracts with the same Customer, even if not expressly agreed again in each case; we will inform the Customer without undue delay of any changes to these Terms.
1.4 Upon a binding order, and at the latest upon acceptance of the goods or service, the Terms are deemed accepted by the Customer.
1.5 Legally relevant declarations that the Customer must make to us after conclusion of the contract must be made in writing to be effective.
1.6 The invalidity of individual provisions of these Terms shall not affect the validity of the remaining provisions (severability clause).
2.1 All offers are subject to change and non-binding.
2.2 Documents and information accompanying an offer, contained in price lists, brochures, sample books or other printed materials (such as drawings, assembly sketches, illustrations, descriptions, dimensions and weights or other performance data), are values determined by us to the best of our knowledge and become binding only upon our order confirmation. These documents do not constitute a guarantee or an agreed quality.
2.3 We reserve title and copyright in cost estimates, concepts, designs, drafts, drawings and other documents. If we have enclosed such documents with our offer, they must be returned to us on request, and in any event if the order is not placed with us.
2.4 A written order for a delivery or service placed by the Customer constitutes a binding contractual offer. We are entitled to accept this offer within 3 weeks of its receipt by us. The contract is concluded once we have confirmed the offer in writing or in text form, or once we carry out the order.
2.4.1 With regard to work carried out by our Plant Service division (repair of pumps/gearboxes/compressors/agitators, etc.): For repairs of such equipment requested by customers, we prepare a condition report including a quotation. If the final order is not placed, this will be invoiced according to time and effort incurred, at our then-current hourly rates.
2.5 In case of doubt, trade terms shall be interpreted in accordance with the Incoterms in their then-current version.
3.1 The quality of the item to be delivered or the service to be performed is conclusively described in our written order confirmation. Any quality other than that described therein is not owed. We reserve the right to make deviations customary in the trade or technically unavoidable in physical and chemical properties, including colors, formulations, processes and the raw materials used, to the extent reasonable for the Customer. Statements regarding quality and possible uses do not constitute a guarantee, in particular not within the meaning of Sections 443, 639 of the German Civil Code (BGB), unless expressly designated as such.
3.2 We are generally entitled to procure the material for the entire order and to manufacture the entire order quantity immediately, even if partial deliveries have been agreed.
3.3 If we must produce or procure samples, trial parts, or tools/fixtures for the execution of the order or for series production, we reserve the right to charge the Customer for the costs incurred. All samples, trial parts, or tools/fixtures produced or procured by us remain our property, even if the Customer has borne the costs of procurement or manufacture in whole or in part.
4.1 Our written order confirmation is decisive for the time, type and scope of the delivery or service.
4.2 Delivery is made ex warehouse, which is also the place of performance (obligation to collect). At the Customer’s request and expense, the goods will also be shipped to another destination (dispatch sale). Services are generally rendered at the location specified by the Customer (obligation to deliver).
4.3 With respect to deliveries, our shipping dates are approximate and are based on the timely provision of all necessary information by both parties. The delivery period will be extended reasonably if a) the Customer has not fulfilled all obligations incumbent upon it, such as providing the required official certificates or permits; b) the technical pre-inspection has not yet been finally completed; or c) the delay is due to force majeure, government measures, acts of the Customer, labor disputes, fire, boycotts, floods, epidemics, quarantine, war, insurrection, riot, civil or military authority, freight embargoes, transport shortages or delays, unusually severe weather conditions, or other events beyond our control. If such events persist in total for more than 3 months, either party is entitled to withdraw from the contract; such withdrawal must be made in writing to be effective.
4.4 An extension of the delivery period is not permitted where we are responsible for the delay or where a fixed delivery date has been agreed. A transaction is deemed a fixed-date transaction only if the Customer has no further interest whatsoever in the delivery once the delivery date has passed, and has notified us of this in writing at the time of its binding order.
4.5 The filing of a petition to open insolvency proceedings or comparable proceedings under foreign law, the submission of an affidavit pursuant to Section 807 of the German Code of Civil Procedure (ZPO), the occurrence of payment difficulties, or the disclosure of a material deterioration in the Customer’s financial circumstances entitle us to suspend deliveries immediately and to refuse performance of ongoing contracts, unless the Customer renders the consideration owed or provides adequate security at our request.
4.6 Packaging is charged at cost. Transport and other packaging are not taken back by us in accordance with the applicable Packaging Ordinance, and become the property of the Buyer; pallets are excepted.
5.1 If we are unable to meet binding delivery deadlines for reasons beyond our control (e.g. unavailability of performance), we will inform the Customer of this without undue delay and at the same time notify a new delivery deadline. If delivery is not possible even within the new deadline, either party is entitled to withdraw from the contract. In particular, the untimely self-supply by our own supplier constitutes a case of unavailability of performance in this sense, provided we have entered into a congruent covering transaction, are not at fault, or are not obligated in the individual case to procure the goods. The Customer may also withdraw from the contract if performance of part of the delivery becomes impossible and the Customer has a legitimate interest in rejecting the partial delivery. If this is not the case, the Customer must pay the contract price attributable to the partial delivery.
5.2 The risk of accidental loss and accidental deterioration of the goods passes to the Customer at the latest upon handover. By way of exception, in the case of a dispatch sale, this risk, as well as the risk of delay, passes upon delivery of the goods to the forwarding agent, the carrier, or the person otherwise designated to carry out the shipment. However, if the Customer is in default of acceptance or default as a debtor, all risks pass to the Customer from the commencement of such default.
6.1 Risk passes to the Customer once the goods have left our works. By way of exception, in the case of a dispatch sale, risk passes upon handover of the goods by the forwarding agent, the carrier, or the person otherwise designated to carry out the shipment, to the Customer.
6.2 Where acceptance (Abnahme) is required, this is decisive for the passing of risk. It must be carried out without undue delay at the agreed acceptance date, or otherwise without undue delay after receipt of our notice of readiness for acceptance. The Customer may not refuse acceptance on account of an immaterial defect. Acceptance is governed by DIN 1944/III or DIN ISO 9906, as applicable.
6.3 We retain title to the delivered goods until receipt of all payments – including for any agreed ancillary services – arising from the underlying contractual relationship (Retained Goods). If registration of the retention of title in a public register is required, or if its effectiveness otherwise requires the Customer’s cooperation, the Customer hereby consents to such registration and irrevocably authorizes us to file it, or shall carry out the necessary cooperative acts itself. The costs of any such filing or cooperative act shall be borne by the Customer.
6.4 The Customer may neither pledge the Retained Goods nor assign them as security. In the event of seizure, confiscation, or other third-party action, the Customer must notify us without undue delay.
6.5 If, in the event of conduct by the Customer in breach of contract, we demand the return of the Retained Goods, such demand does not simultaneously constitute a declaration of withdrawal; the right to withdraw remains reserved.
6.6 The Customer is entitled to resell the Retained Goods in the ordinary course of business. However, the Customer hereby already assigns to us all claims arising from such resale against its customers or third parties. We undertake not to collect these claims for as long as the Customer duly meets its payment obligations, the collection authorization has not been revoked, and no petition for insolvency proceedings has been filed.
6.7 The retention of title extends to the products resulting from the processing, mixing, or combining of the Retained Goods, at their full value, with us being deemed the manufacturer. If, in the case of processing, mixing, or combining with goods of third parties, the ownership rights of such third parties continue to exist, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed, or combined goods. In all other respects, the resulting product is treated in the same way as the Retained Goods. The Customer hereby already assigns to us, as security, the claims arising from the resale of the Retained Goods or the resulting product against third parties, in whole or in the amount of our co-ownership share; we accept this assignment. The Customer remains authorized, alongside us, to collect the claim.
6.8 Upon our first written request, the Customer is obliged to notify us of the debtors of the assigned claims and to inform such debtors of the assignment. The Customer shall store items subject to our (co-)ownership with the diligence of a prudent businessperson, free of charge for us, and is obliged to insure them at its own expense against fire, burglary, and other customary risks. Where maintenance and inspection work is required, the Customer must carry this out promptly at its own expense. If the realizable value of the existing security exceeds our claims against the Customer by more than 10%, we will release security of our choosing at the Customer’s request.
7.1 Unless otherwise agreed in writing, our prices are quoted in EURO, ex works or ex warehouse, plus statutory value added tax and packaging costs. Our invoices are due for payment immediately and without deduction. We reserve the right to send invoices electronically. We are not obliged to accept cheques or other promises to pay, and any such acceptance is always conditional upon performance. Payment by bill of exchange is excluded.
7.2 Unforeseen changes in the cost of raw materials, wages, energy, or other costs for which we are not responsible entitle us to make corresponding price adjustments. The Customer will be notified of any such change in writing. At the same time, the Customer is expressly advised that the change becomes part of the contract between the parties unless the Customer objects to it in writing within two weeks of notification. If the Customer objects, either party has the right to withdraw from the contract in writing, subject to ten working days’ notice.
7.3 In the case of partial deliveries, each delivery may be invoiced separately. If no prices were agreed at the time the contract was concluded, our prices valid on the date of delivery shall apply.
7.4 The date on which the amount is received by us or credited to our bank account shall be deemed the date of receipt of payment.
7.5 We do not accept any debit notes or invoices from the Customer, nor any deductions from the invoice amounts we have issued, without our prior express consent, which the Customer must prove.
8.1 The statutory provisions apply to the Customer’s rights in respect of defects in title and quality, except as otherwise provided below.
8.2 Our liability for defects is based exclusively on the quality agreed in writing between the parties (in particular the specifications, drawings, and operating data referred to in Section 3.1). An agreement as to quality, or a guarantee for a particular service life, useful life, leak-tightness, or suitability for a particular purpose, exists only where and to the extent expressly agreed in writing.
8.3 With mechanical seals, packed glands, and comparable dynamic sealing systems, a certain degree of leakage cannot be entirely avoided for design and manufacturing reasons. We therefore do not guarantee absolute leak-tightness; the quality owed is exclusively that specified in the order confirmation. Where leakage that occurs remains within the range customary for the relevant seal type, the material used, and the agreed operating parameters, this does not constitute a defect. In the event of a dispute, we assess this by reference to the actual installation conditions and the operating data underlying the order; at the Customer’s request, an independent expert may be consulted for this purpose.
8.4 A defect likewise does not exist where its cause lies in any of the following circumstances: ordinary wear and tear in the course of intended use; installation not carried out by us or not in accordance with our specifications; operation outside the parameters communicated at the time the order was placed (including pressure, temperature, speed, and the medium being conveyed); failure to observe our assembly or operating instructions; omitted or improper maintenance; or subsequent interference with the delivered item by the Customer or third parties.
8.5 The Customer must inspect the delivered goods without undue delay upon receipt (Section 377 of the German Commercial Code, HGB) and notify us in writing without undue delay of any defect discovered during such inspection or later. The notification period is deemed observed if notice of the defect is dispatched within two weeks of its discovery. If the Customer fails to inspect or notify us in good time, the Customer may no longer rely on the defect in question, unless we have fraudulently concealed it.
8.6 If the delivered goods are defective, we will initially choose, at our discretion, to remedy the defect by repair or by replacement delivery. Only if two attempts at subsequent performance have failed, or a reasonable period set for subsequent performance has expired without result, may the Customer reduce the purchase price or, provided the defect is not immaterial, withdraw from the contract. Any further claims of the Customer, in particular for damages, are governed by Section 9.
8.7 Where we deliver used, repaired, or reconditioned parts instead of new goods, as agreed, the warranty provisions of this Section 8 do not apply; instead, only the separate written agreements made in this regard shall govern.
9.1 We are liable for damages arising from the breach of contractual or statutory obligations in accordance with the applicable statutory provisions, except as otherwise provided in the following paragraphs of this Section 9.
9.2 We are liable without limitation for damages caused intentionally or through gross negligence by us, our legal representatives, or our vicarious agents.
9.3 In the case of ordinary negligence, we are liable only a) for damages resulting from injury to life, body, or health, and b) for damages resulting from the breach of an obligation that is fundamental to the purpose of the contract (a “cardinal obligation”) – that is, an obligation without whose performance the contract would fail to achieve its purpose and on whose observance the Customer may typically rely. In this case, our liability is limited in amount to the damage typically foreseeable at the time the contract was concluded.
9.4 The limitations of liability set out in this Section 9 do not apply in the event of fraudulent concealment of a defect, or where we have expressly assumed a guarantee as to quality. Claims under the German Product Liability Act, as well as other mandatory statutory grounds of liability, remain unaffected by the above limitations.
9.5 The above provisions do not result in any shift of the burden of proof to the Customer’s disadvantage.
10.1 In place of the statutory limitation period under Section 438(1) No. 3 BGB, a limitation period of one year applies to the Customer’s claims for defects in quality or title, running from delivery of the goods or acceptance of the service, as applicable.
10.2 This shortened period does not apply where the law mandatorily provides for a longer period – in particular for buildings and items customarily used for a building (Section 438(1) No. 2 BGB), in cases of fraud (Section 438(3) BGB), or for supplier recourse claims on final delivery to a consumer (Sections 445a, 445b BGB).
10.3 We apply the same shortened period to the Customer’s damages claims arising from a defect, unless the regular statutory limitation period (Sections 195, 199 BGB) would result in an earlier expiry in the individual case. Claims under the Product Liability Act are, in any event, subject only to the statutory limitation periods applicable to them.
11.1 Where we carry out an order on the basis of drawings, samples, or other technical specifications provided by the Customer, the Customer bears responsibility for ensuring that manufacture in accordance with those specifications does not infringe any third-party industrial property or copyright. This responsibility does not apply where the Customer can demonstrate that it is not at fault in this respect.
11.2 If a third party asserts claims against us on this basis, the Customer shall indemnify us and reimburse us for the necessary costs thereby incurred, in particular the reasonable costs of legal defense.
12.1 Both parties undertake to treat as confidential all confidential information of the other party obtained in the course of the business relationship – in particular drawings, formulations, design documents, process and manufacturing know-how, prices, sales volumes, and other business information – and to use it exclusively for the purposes of performing the contract.
12.2 Information is not regarded as confidential where it was already publicly known at the time of disclosure, subsequently becomes publicly known through no fault of the receiving party, was demonstrably already known to the receiving party, or was independently developed by the receiving party without reference to the disclosure.
12.3 This obligation continues beyond the end of the respective business relationship and applies independently of, and in addition to, the applicable statutory provisions on the protection of trade secrets (in particular the German Trade Secrets Act, GeschGehG).
12.4 Samples, prototypes, and product samples provided by us may not be analyzed, decompiled, disassembled, or examined as to their composition, whether by the Customer itself or by third parties (reverse engineering), unless this is technically essential for the intended use.
13.1 In connection with the business relationship with us, the Customer undertakes to comply with all laws applicable to it, in particular the applicable embargo and export control regulations of the European Union, the Federal Republic of Germany, and, where relevant, the United States of America.
13.2 Our offer or order confirmation is subject to the proviso that no licensing requirements under national or international foreign trade law prevent execution of the delivery. Any confirmed delivery date is likewise subject to this proviso; we are not responsible for any resulting delays.
13.3 Once the goods have left our works or warehouse, the Customer alone is responsible for compliance with the applicable export control regulations (e.g. verification of the recipient and end use). The Customer shall indemnify us against all claims and costs arising from a breach of these regulations for which the Customer, its affiliated companies, employees, or agents are responsible.
14.1 The place of performance for all rights and obligations arising from the contractual relationship, in particular from our deliveries, is Strausberg/Brandenburg.
14.2 Where the Customer is a merchant within the meaning of the German Commercial Code (HGB), a legal person under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is [place, e.g. Strausberg]. We are, however, also entitled, at our discretion, to bring proceedings against the Customer at any other general or special place of jurisdiction.
14.3 Where the Customer’s registered seat is outside the Federal Republic of Germany, we are also entitled, at our discretion, to have all claims and disputes arising from the business relationship finally settled by arbitration, to the exclusion of ordinary court proceedings. The place of arbitration is Berlin Germany; the language of the proceedings is German, unless the Customer requests English as the language of the proceedings.
14.4 These Terms and the entire legal relationship between us and the Customer are governed exclusively by the law of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) and any other bilateral or multilateral agreements serving to unify international sales law is excluded.
STB – Service Technik Beratung GmbH · Flugplatzstraße 3 · 15344 Strausberg, Germany · 9/2026 this version replaces the version dated 11/2017.
