1. General Provisions

1.1 These Terms & Conditions (T&Cs) apply to all current and future contracts between CASTELLA UG and its subsidiaries (hereinafter "CASTELLA" or "Seller") and its business customers (hereinafter "Client") for the sale of goods.

1.2 Deviating terms proposed by the Client are not valid unless expressly agreed upon in writing by CASTELLA.

1.3 A binding contract is formed only after CASTELLA issues a written order confirmation to the Client.

1.4 All written communication, including order confirmations, amendments, and notices, may be transmitted electronically (e.g., via email) and are considered legally binding unless expressly agreed otherwise.

1.5 By placing an order with the Seller, the Client acknowledges and accepts these Terms & Conditions in full.

1.6 These T&Cs are drafted in English. In case of any translations, the English version shall prevail.

1.7 Amendments and supplements to this agreement, including electronic communications, are only valid if expressly confirmed in writing by the Seller.

1.8 The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this agreement.

1.9 Disputes regarding the interpretation of these Terms & Conditions shall fall under the exclusive jurisdiction of the courts in Hamburg, Germany or Istanbul,Turkey.

1.10 Priority Clause: In case of discrepancies between these T&Cs and individual agreements, the provisions of the individual agreements shall prevail.

2. Product Quality and Compliance

2.1 All products shall conform to the specifications agreed upon in the relevant contract or order confirmation and comply with applicable international standards, including but not limited to CE marking requirements, ISO certifications, and other regulatory requirements in the EU and the destination country.

2.2 The Client is solely responsible for ensuring that the goods comply with local regulations in the destination country. CASTELLA shall not be liable for any fines, penalties, or damages arising from non-compliance with local laws.

2.3 The Client may inspect the Goods at the Seller’s facilities prior to shipment, provided such inspection is agreed upon in advance and does not delay the delivery schedule. The Client shall bear these costs unless otherwise agreed.

2.4 Inspection results shall be deemed final unless material defects that were not reasonably detectable during the inspection are later discovered.

2.5 Deviations of up to 10% in dimensions, weight, or materials shall not constitute a defect unless specified otherwise in the order confirmation.

2.6 The Seller’s liability for defects discovered post-inspection but pre-use shall be limited to defects that materially affect the usability of the Goods.

3. Pricing and Payment Terms

3.1 All prices are stated in Euros (€) unless otherwise agreed and are exclusive of VAT, duties, or other taxes unless specified.

3.2 Payment must be made in advance or as per agreed payment terms (e.g., net 30 days after invoice).

3.3 CASTELLA reserves the right to adjust prices in case of significant changes in raw material costs, taxes, or currency exchange rates exceeding 5%. The Client will be notified in writing at least 30 days in advance. Orders confirmed prior to the notice period will remain unaffected.

3.4 In case of delayed payment, CASTELLA reserves the right to:

Charge interest at a rate of 8% per annum above the base rate, or the maximum rate permitted under applicable law.

Suspend further deliveries until the outstanding balance is settled.

3.5 Advance payments will only be refunded if the cancellation occurs prior to production or procurement of materials. Refunds will be subject to deduction of reasonable costs incurred.

3.6 The Client is responsible for all bank charges and transfer fees associated with payments under this agreement.

3.7 Persistent late payments by the Client of two or more occurrences within 12 months may result in the Seller requiring advance payments for future orders.

3.8 In the event of payments made in a currency other than the invoiced currency, the Client shall bear all exchange rate risks.

4. Delivery and Transfer of Risk

4.1 The delivery terms follow the latest Incoterms published by the International Chamber of Commerce (e.g., EXW, CIF, or DAP, as stated in the invoice).

4.2 For all shipments, the risk of loss or damage transfers to the Client according to the selected Incoterm. CASTELLA shall not be liable for damages caused by third-party carriers once the goods are handed over for transport. Claims for damages caused during transit must be filed directly with the carrier by the Client, with the Seller providing reasonable assistance if required.

4.3 If CASTELLA foresees a delay in delivery, the Client will be informed immediately, and a new delivery date will be agreed upon. Delays caused by the Client (e.g., failure to provide necessary import documents) will not be considered a breach by CASTELLA.

4.4 Partial deliveries are allowed and shall be invoiced separately. Claims related to defects or delays in one partial delivery shall not affect the remaining deliveries.

4.5 If the Client fails to accept delivery of the Goods within the agreed timeframe, the Seller reserves the right to store the Goods at the Client’s risk and expense. The Client shall reimburse the Seller for any costs incurred, including storage fees of €25 per day per pallet or €200 per container per day.

4.6 Delivery timelines shall be extended by the duration of any Force Majeure event. CASTELLA will make reasonable efforts to mitigate delays.

5. Ownership and Retention of Title

5.1 Goods remain the property of CASTELLA until full payment has been received.

5.2 The Client is prohibited from reselling the Goods before full payment has been received without prior written consent from CASTELLA.

5.3 If the Client fails to make full payment, CASTELLA reserves the right to reclaim the Goods at the Client's expense. The Client is obliged to cooperate in the recovery of such Goods.

5.4 The Client agrees to allow the Seller or its representatives access to the premises for recovery of unpaid Goods under retention of title.

5.5 The Client must notify CASTELLA immediately if Goods subject to retention of title are seized by third parties.

5.6 The Client shall maintain the Goods in good condition and take all necessary measures to protect them from damage until full payment is made.

5.7 The Client shall insure all Goods under retention of title at their full replacement value as stated in the invoice and provide proof of insurance upon request.

6. Warranty and Liability

6.1 CASTELLA warrants that the Goods are free from material defects and conform to agreed specifications.

6.2 Claims for defective Goods must be made in writing within 14 days of delivery. Goods may only be returned after prior approval by CASTELLA and must be in their original packaging and condition.

6.3 Claims for latent defects that were not reasonably discoverable within the standard inspection period must be made in writing within 30 days of discovery and within 12 months of delivery.

6.4 The warranty does not cover defects arising from normal wear and tear, improper handling, or unauthorized modifications by the Client.

6.5 CASTELLA shall make reasonable efforts to address warranty claims within 30 days of receiving written notice.

6.6 CASTELLA shall not be liable for damages caused by delays unless the delay results from gross negligence or willful misconduct. Gross negligence shall mean a willful disregard for the terms of this agreement or reckless behavior that results in significant harm to the other party.

6.7 The Seller’s total liability under this contract shall not exceed the total order value, except in cases of intentional misconduct or gross negligence.

6.8 The Seller shall not be liable for loss of profits, business interruption, reputational harm, or any indirect or consequential damages.

7. Intellectual Property (IP)

7.1 Any use of the Seller's intellectual property, including trademarks and patents, beyond the scope of this agreement shall be subject to additional licensing fees as agreed in writing.

7.2 The Client shall indemnify the Seller against any claims by third parties arising from the infringement of intellectual property rights caused by materials provided by the Client.

7.3 Any intellectual property developed jointly by the Seller and the Client shall be jointly owned unless otherwise agreed in writing. Each party retains the right to use jointly developed IP for its internal purposes without further approval from the other party.

7.4 Disputes regarding intellectual property rights shall be resolved through arbitration under the rules of the World Intellectual Property Organization (WIPO).

8. Governing Law and Dispute Resolution

8.1 These T&Cs are governed by the laws of Germany.

8.2 For disputes below €50,000, the parties agree to attempt mediation before initiating arbitration. Mediation shall be conducted in accordance with the rules of the International Mediation Institute (IMI).

8.3 Any disputes arising from or in connection with this agreement shall be settled under the Rules of Arbitration of the International Chamber of Commerce (ICC). The place of arbitration shall be Berlin, Germany.

8.4 The arbitration award shall be enforceable in any court of competent jurisdiction, and the parties expressly waive any right to contest its validity.

8.5 Notwithstanding the arbitration clause, either party may seek interim relief, such as an injunction, from a court of competent jurisdiction to prevent irreparable harm.

9. Confidentiality

9.1 Both parties agree to keep all information obtained during the course of this agreement confidential, including but not limited to trade secrets, pricing, product designs, and customer data.

9.2 Disclosure to third parties is prohibited unless required by law or explicitly authorized in writing by the other party.

9.3 This confidentiality obligation shall remain in effect for five (5) years following the termination of the agreement.

10. Termination

10.1 Either party may terminate this agreement with thirty (30) days' written notice, provided there are no outstanding obligations.

10.2 The Seller may terminate immediately if the Client breaches any material terms, including failure to make payments or comply with regulatory requirements.

10.3 Upon termination, all unpaid Goods must be returned to the Seller or paid for in full within seven (7) days.

11. Force Majeure (Expanded Clause)

11.1 Neither party shall be held liable for delays or failure to perform obligations under this agreement due to Force Majeure events, including but not limited to natural disasters, pandemics, strikes, government restrictions, or acts of war.

11.2 If a Force Majeure event continues for more than ninety (90) days, either party may terminate the contract without penalty by providing written notice.

11.3 Payments for Goods already delivered or produced shall remain due, and the Client shall reimburse the Seller for any costs incurred due to the Force Majeure event.

12. Indemnification

12.1 The Client agrees to indemnify and hold harmless the Seller, its affiliates, and employees from any claims, damages, or liabilities arising from the Client’s use, resale, or modification of the Goods, including but not limited to non-compliance with applicable regulations or infringement of third-party rights.

13. Governing Language

13.1 This agreement has been drafted in English and shall be interpreted solely in English.

13.2 Translations into other languages are provided for convenience and shall not be legally binding. In the event of discrepancies, the English version shall prevail.

14. Non-Waiver

14.1 The failure of either party to enforce any provision of this agreement shall not constitute a waiver of that provision or any other provision.

14.2 All rights and remedies under this agreement shall remain enforceable despite any delay or forbearance in exercising such rights.