AGB

Terms and Conditions for Pipe Bending Services

Bendforce GmbH

Effective from: 1 April 2026

1. Scope

1.1 These General Terms and Conditions for Pipe Bending Services and Planning Services ("General Terms and Conditions") of Bendforce GmbH ("Contractor") apply to all contracts between the Contractor and its Customers relating to mobile pipe bending services and project-related planning services, in particular bent pipe and piping plannings ("Contractual Services").

1.2 These General Terms and Conditions apply exclusively. Any deviating, conflicting or supplementary general terms and conditions of the Customer shall only become part of the contract if and to the extent that the Contractor has expressly agreed to their validity. This requirement for consent shall also apply if the Customer refers to its general terms and conditions during contractual negotiations or agreements and the Contractor does not expressly object to them.

1.3 These General Terms and Conditions apply only to businesses within the meaning of the German Civil Code (BGB), legal entities under public law or special funds under public law.

1.4 Individual agreements made with the Customer on a case-by-case basis (including ancillary agreements, supplements and amendments) and details on the Contractor's order confirmations shall in all cases take precedence over these General Terms and Conditions.

1.5 Legally relevant declarations and notifications by the Customer relating to the contract (e.g. setting of deadlines, notification of defects, withdrawal or reduction) must be made in writing. Written form within the meaning of these General Terms and Conditions includes written and text form (e.g. letter, email). Statutory formal requirements and further evidence, in particular where there is doubt as to the legitimacy of the person making the declaration, remain unaffected.

1.6 Declarations made by the Contractor's staff shall only be binding on the Contractor if they are confirmed in writing or in text form by a person authorised by the Contractor.

1.7 References to the applicability of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply insofar as they are not directly amended or expressly excluded in these General Terms and Conditions.

2. Conclusion of Contract

2.1 All offers made by the Contractor regarding Contractual Services are non-binding and subject to change. This also applies where the Contractor provides the Customer with catalogues and/or other sales documents.

2.2 The Customer's order for the Contractual Services shall be deemed a binding offer to enter into a contract. A contract shall then come into effect upon the Contractor's written order confirmation and shall be governed exclusively by the content of the order confirmation and these General Terms and Conditions. Any drawings attached to the order confirmation and to be approved by the Customer shall form an integral part of the contract.

2.3 The Contractor reserves all rights to the documents (in particular illustrations, drawings, plans), including those in electronic form. They must not be made accessible to third parties and must be returned to the Contractor immediately upon request. The Customer has no right of retention. The obligation to return documents does not apply to planning documents that form part of a Contractual Service.

3. Scope of Services

3.1 The Contractual Services are determined by the respective order. Depending on the agreement between the parties, the pipe bending services are typically provided on a mobile basis at the site specified by the Customer or at the Contractor's place of business. The Contractual Services do not include conditions falling within the Customer's responsibility, such as structural analysis, suitability of the pipes, bending radii, etc., as set out in Clause 4 of these General Terms and Conditions. The performance and provision of the Contractual Services shall take place exclusively in accordance with the technical requirements, planning documents, pipe layout plans, bending radii and other drawings approved by the Customer within the scope of the order.

3.2 Where necessary for the provision of the pipe bending services, the Contractor shall, following consultation with the Customer, provide project-specific planning services ("work planning"), in particular:

bent pipe planning (single pipe or in combination),
graphical or technical development of bent pipes,
support with project-specific preparation of the pipe bending work.

All planning services shall be based on the route plans or survey data provided by the Customer.

3.3 Pipe bending services and planning services do not constitute engineering or structural analysis services. In particular, the Contractor accepts no responsibility for the structural, design or building physics-related load-bearing capacity of the planned or bent pipes and pipe bends. The structural integrity of the entire pipework must in all cases be ensured by the Customer.

3.4 The handling of the pipework – including transport, delivery, provision, storage, positioning and securing of the pipes – is the sole responsibility of the Customer.

4. Working Conditions at the Worksite

4.1 The Customer shall ensure that the following requirements, as specified by the Contractor, are met at the site of work:

provision of a functional power supply in accordance with the Contractor's specifications,
sufficient working and manoeuvring space for machinery and personnel,
safe access and parking space for the Contractor's vehicles and machinery,
provision of support staff and machinery (such as cranes for unloading the Contractor's materials) by the Customer, insofar as this is necessary for the handling of the pipes.

4.2 The Customer is responsible for informing the Contractor in writing and in good time of any existing safety regulations at the place of performance and for conducting a safety briefing for the personnel provided by the Customer on site prior to the commencement of the Contractual Services.

4.3 If the performance of the work is not possible or can only be carried out with delay due to missing or inadequate operating conditions, any additional costs arising therefrom shall be invoiced separately. In all other respects, Clause 7.3 of these General Terms and Conditions shall apply.

5. Responsibilities of the Customer

5.1 The Customer is responsible for all material properties of the pipes provided, their suitability for processing and the accuracy of the technical specifications.

5.2 The Customer is obliged to subject the pipes and materials supplied by them to a professional preliminary inspection prior to the commencement of the work. This preliminary inspection shall include, in particular but not exclusively:

dimensional accuracy, wall thicknesses and material quality,
visible damage, corrosion or contamination,
suitability of the pipes and material for the intended bending process.

5.3 By making the pipes available at the site of use, the Customer confirms that the preliminary inspection has been carried out and that the pipes and materials are suitable for the agreed services.

5.4 Any damage to the pipes not directly caused by the Contractual Services (such as the bending process) shall be borne exclusively by the Customer.

5.5 Responsibility for bending radii, dimensional requirements and technical specifications, as well as the final approval of the manufactured forms, lies solely with the Customer.

5.6 Where the Contractor provides planning services, the Customer is obliged to approve these in the planning documents. The pipe bending work may only be carried out once approval has been granted.

5.7 Upon approval of the planning, the Customer assumes sole responsibility for its technical, structural and functional suitability, as well as for its use in the project.

5.8 The Contractor accepts no responsibility for structural calculations, load-bearing capacity, load assumptions or building regulations relating to the planned pipework.

5.9 The Contractor shall not be liable for planning errors or damage attributable to incomplete, incorrect or inaccurate information, pipes or materials provided by the Customer.

6. Prices and Terms of Payment

6.1 Unless otherwise agreed, invoicing shall be based on the prices in euros (EUR) current at the time of conclusion of the contract, plus the applicable statutory value added tax. Any transport and freight costs, daily rates, set-up times, travel and transport costs, and waiting times shall be invoiced separately.

6.2 Price adjustments are permitted if there is a period of more than four (4) months between the conclusion of the contract and the commencement of the Contractual Services. In this case, the Contractor shall be entitled to increase the price for the Contractual Services in line with the cost increases, subject to a notice period of four (4) weeks. If the price increase exceeds 5%, the Customer shall be entitled to withdraw from the contract; in this case, the withdrawal must be declared in writing within two (2) weeks of notification of the price increase.

6.3 Invoices are due for payment without deduction within 14 days of delivery of the invoice; should the deadline pass without payment, the Customer shall be in default.

6.4 If the Customer defaults on payment, the Contractor is entitled to charge default interest at the statutory rate. The right to claim further damages arising from default remains unaffected. Against merchants, the claim to commercial default interest remains unaffected.

6.5 The Contractor reserves the right – including within the context of an ongoing business relationship – to demand advance payments or security deposits if, during a credit check, doubts arise as to the Customer's ability to pay. The Contractor shall declare such a reservation at the latest upon confirmation of the order.

6.6 If, after conclusion of the contract, it becomes apparent (e.g. through an application to open insolvency proceedings) that the Contractor's claim to remuneration is at risk due to the Customer's inability to pay, the Contractor shall be entitled, in accordance with the statutory provisions, to withhold performance and – where applicable after setting a deadline – to terminate the contract. In the case of contracts for the manufacture of non-replaceable items (custom-made items), the Contractor may terminate the contract with immediate effect; the statutory provisions regarding the dispensability of setting a deadline remain unaffected. If, after conclusion of the contract, the risk of the Customer's inability to pay becomes apparent to the Contractor, the Contractor shall be entitled to perform any outstanding contractual obligations only against advance payment or the provision of security. The Contractor shall set a reasonable deadline for the provision of advance payments or security, which shall not be less than one (1) week. If the advance payments or security have not been provided by the expiry of the deadline, the Contractor may terminate the contract. The Contractor remains free to assert further rights.

6.7 The Customer shall only be entitled to set-off or retention if their counterclaim has been legally established or is undisputed. In the event of defects in the service, the Customer's counterclaims shall remain unaffected.

7. Deadlines and Delays

7.1 The Contractor's timely performance of the contract depends significantly on the circumstances at the place of performance and the cooperation to be provided by the Customer. Therefore, unless a fixed deadline within the meaning of Clause 7.2 has been agreed, all information regarding the expected time/duration of the Contractual Services is non-binding.

7.2 If a fixed deadline for the performance of the Contractual Services has been agreed, the binding nature of the deadline is subject to all issues having been clarified and the Customer having fulfilled all obligations incumbent upon them, to be performed prior to the commencement of the Contractual Services, in accordance with the order and these General Terms and Conditions.

7.3 If the Contractual Services are delayed due to the Customer's failure to cooperate or to cooperate properly (e.g. due to pipes not being made available, etc.) or for other reasons for which the Customer is responsible, the Contractor shall be entitled, without prejudice to any other rights, to claim compensation for the resulting damage, expenses and other costs (such as, for example, staff deployment, set-up times, waiting times, travel and freight costs, etc.), including any additional expenses (e.g. travel costs, storage costs, etc. for repeated attempts to perform the service).

7.4 If a deadline cannot be met because either party is unable to perform its obligations or contractual services, or is unable to do so on time, the parties shall agree by mutual consent on new deadlines and the allocation of any additional costs incurred. In all other respects, the Contractor's statutory rights and claims remain unaffected.

8. Acceptance

8.1 The Contractor shall notify the Customer in writing (by email is sufficient) of the completion of the Contractual Services. The Customer undertakes to inspect the Contractor's Contractual Services without delay and to declare acceptance in writing in the manner described in Clause 8.2 within a reasonable period, at the latest within ten (10) working days of receipt of the notification of completion (acceptance period). The Contractual Services in question shall be deemed to have been accepted if (i) the Customer has not declared acceptance within the agreed acceptance period and has not complained of any defects preventing acceptance, (ii) the Customer uses the Contractual Services, or (iii) the Customer has paid for the Contractual Services in full. If the Customer is in default of acceptance, he must confirm this in writing upon the Contractor's request.

8.2 Acceptance of the Contractual Services must be recorded in writing in a joint report signed by both parties. Any reservations due to apparent defects must be included in the report. If there is a non-material defect, the Customer may not refuse acceptance. If the Contractual Services prove not to be in accordance with the contract (apparent defects), the provisions of Clauses 9 and 10 shall apply with regard to claims for defects and liability. Each party shall receive a copy of the report.

8.3 The written form required for acceptance in accordance with Clause 8.2 above shall also be satisfied by an electronic signature of the parties via a signature pad or, where PDF software is used, by means of such software.

8.4 Upon acceptance, or deemed acceptance, the benefits and risks associated with the Contractual Services shall pass to the Customer.

9. Warranty

9.1 Defects in the Contractual Services, insofar as they were reported during acceptance or discovered at a later date and notified immediately in writing, shall be remedied by the Contractor. The Contractor shall remedy the defects in the Contractual Services, at its discretion, either by rectifying the defect or by re-performing the service. The Customer shall grant the Contractor the necessary time and opportunity to a reasonable extent for subsequent performance.

9.2 The expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs, as well as any dismantling and installation costs, shall be borne or reimbursed by the Contractor in accordance with the statutory provisions, provided that a defect actually exists and this does not result in a disproportionate burden. If no defect exists, the Contractor may charge the Customer for the costs incurred as a result of the unjustified request for rectification (in particular inspection and transport costs), unless the absence of a defect was not apparent to the Customer.

9.3 If defects cannot be rectified immediately due to circumstances for which the Contractor is not responsible (for example, because the Customer has to reorder a pipe and, contrary to the Contractor's instructions, does not have this in stock for the purpose of mitigating damage), only those expenses/damages shall be borne by the Contractor which would have arisen had the defect been rectified immediately. If the Customer prevents the Contractor from rectifying the defect, the Customer shall reimburse the additional costs incurred as a result.

9.4 The warranty is excluded if the Customer or third parties make changes to the subject matter of the Contractual Services without the Contractor's written consent, fail to observe the specifications during preparatory work, or if the Customer, despite being aware of a defect, does not immediately take appropriate measures to mitigate damage, even though this was possible and reasonable for them to do so.

10. Liability and Limitation of Liability

10.1 The Contractor shall be liable for damages – irrespective of the legal basis – within the scope of fault-based liability in cases of intent and gross negligence. In cases of simple negligence, the Contractor shall be liable, subject to statutory limitations of liability (e.g. due care in its own affairs; minor breach of duty) only a) for damage resulting from injury to life, limb or health and b) for damage resulting from a breach of a material contractual obligation (an obligation the fulfilment of which is essential for the proper performance of the contract and on the observance of which the contracting party regularly relies and is entitled to rely (cardinal obligation)); in which case, however, the Contractor's liability shall be limited to compensation for foreseeable, typically occurring damage.

10.2 The limitations of liability shall also apply in relation to third parties and in the event of breaches of duty by persons (including for their benefit) for whose fault the Contractor is liable under statutory provisions. They shall not apply where a defect has been fraudulently concealed or a guarantee of quality has been given, nor shall they apply to claims by the Customer under the Product Liability Act.

10.3 The Customer is obliged to take appropriate measures to prevent and minimise damage.

10.4 Insofar as the Customer provides inaccurate or incomplete information, the Contractor accepts no warranty or liability in this regard.

10.5 Any warranty or liability for the structural or design aspects of planned or bent pipework is excluded.

11. Cancellations / Termination of the Contract

11.1 Cancellations by the Customer must be made in writing.

11.2 Contractual Services already rendered by the Contractor at the time of cancellation shall be remunerated by the Customer in accordance with the agreement.

These include, in particular but not exclusively:

project and planning work already carried out,
consultancy and preparatory services provided,
materials procured or reserved specifically for the order,
setup time incurred,
travel expenses and costs incurred,
transport and freight costs incurred,
other internal or external expenses already incurred.

11.3 For Contractual Services not yet rendered at the time of cancellation, the Contractor is entitled to a payment claim in the following amount:

No cancellation fees shall apply for cancellations made up to 28 days prior to the service date.
In the event of cancellation between 27 and 14 days prior to the service date, 10% of the portion of the remuneration (excluding VAT) attributable to the Contractual Services not yet rendered shall be charged.
In the event of cancellation 13 days or less before the service date, 20% of the portion of the remuneration (excluding VAT) attributable to the Contractual Services not yet rendered shall be charged.
In the event of cancellation less than 48 hours before the service date, 30% of the portion of the remuneration (excluding VAT) attributable to the Contractual Services not yet rendered shall be charged.

The Contractor reserves the right to prove that greater damage has been incurred; the Customer reserves the right to prove that the Contractor has incurred no damage or only significantly less damage.

12. Retention of Title

Where goods or components are supplied, the Contractor retains title to such goods or components until they have been paid for in full. Where a retention of title does not exist as a security measure under the legal system at the Customer's place of business, the Customer shall provide the Contractor with comparable security.

13. Force Majeure

13.1 Unforeseeable, unavoidable events beyond the Contractor's control and for which the Contractor is not responsible, such as official measures, energy shortages, machinery breakdown, war, natural disasters or industrial disputes ("Force Majeure"), shall release the Contractor from the obligation to perform the Contractual Services on time for the duration of the event. Agreed deadlines shall be extended by the duration of the disruption; the Customer shall be notified of the occurrence of the disruption in an appropriate manner. If the end of the disruption is not foreseeable or if it lasts longer than three (3) months, both contracting parties shall be entitled to withdraw from the contract.

13.2 In cases of exemption from performance due to Force Majeure, the parties may not claim damages, provided that the party invoking Force Majeure is not at fault.

14. Confidentiality

14.1 The Customer shall treat as confidential any documents, know-how, trade secrets and business secrets within the meaning of the Trade Secrets Act ("Confidential Information") received from the Contractor during the term of the contract, shall use such Confidential Information solely for the purposes of the contract, and shall not disclose such Confidential Information to third parties without the Contractor's express written consent. The Customer undertakes to ensure that a confidentiality agreement is concluded with employees and contractors who come into contact with Confidential Information and that employees are trained accordingly.

14.2 Upon termination of the contract, the disclosed Confidential Information shall be destroyed by the Customer or returned to the Contractor (at the Contractor's discretion). The Customer shall treat the Confidential Information as confidential after termination of the contract for as long as it is not legitimately in the public domain.

14.3 The Customer shall not be obliged to treat Confidential Information as confidential to the extent that such information: a) is or becomes publicly known through no fault of the Customer or is readily accessible to the public; or b) is disclosed to the Customer by a third party without breach of any obligations to any other person, provided that the Customer has not been bound by the third party to maintain the confidentiality of the Confidential Information; or c) has been developed independently by or for the Customer; or d) is disclosed by the Contractor to a third party without any restriction on such disclosure. It is the Customer's responsibility to prove the existence of the conditions set out in 14.3 a) to d).

15. Limitation Period

15.1 To the extent permitted by law, all claims of the Customer – regardless of their legal basis – shall become time-barred after twelve (12) months. In all other respects, the statutory limitation periods shall apply, in particular where the limitation period under § 634 (1) sentence (2) of the German Civil Code (BGB) is relevant.

15.2 Insofar as new rights of the Customer arise due to material defects in the context of the Contractor's rectification of defects, all claims arising from these rights shall become time-barred no later than six (6) months after the defect has been rectified, whereby such claims are limited exclusively to defects arising directly in connection with the rectification of the defect.

16. Jurisdiction and Applicable Law

16.1 These General Terms and Conditions and the contracts concluded between the Contractor and the Customer shall be governed by the law of the Federal Republic of Germany, to the exclusion of the conflict-of-laws provisions of private international law and the UN Convention on Contracts for the International Sale of Goods (CISG).

16.2 If the Customer is a trader within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive – including international – place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall be the courts in the Federal Republic of Germany having jurisdiction over the Contractor's registered office. However, the Contractor shall also be entitled to bring an action before the court with local jurisdiction over the Customer. Overriding statutory provisions, in particular those relating to exclusive jurisdiction, shall remain unaffected.