General Terms and Conditions (GTC) – Keller Aerotech

As of: August 2026

§ 1 Scope of Application and Company Details

1. Company Details

  • Company: Keller Aerotech
  • Owner: Victoria Denisse Keller
  • Address: Holunderstr. 1, 78052 Villingen-Schwenningen, Deutschland
  • Contact: E-Mail: info@kelleraerotech.de, Telefon: +49 151 721 261 85
  • Website: https://www.kelleraerotech.com
  • VAT Identification Number: DE459658894

2. Scope of Application

  • These General Terms and Conditions (GTC) apply to all agreements between Keller Aerotech, owner Victoria Denisse Keller (hereinafter: "Provider") and the customer (hereinafter: "Customer") for the provision of services, in particular consulting, process development, and CNC programming in the field of 5-axis milling of impellers and blisks.
  • Deviating terms of the Customer shall only apply if agreed in writing.
  • These GTC apply exclusively to businesses within the meaning of §14 of the German Civil Code (BGB). Consumers within the meaning of §13 BGB are excluded from the services offered.

§ 2 Conclusion of Contract and Services

1. Offer and Acceptance

  • Offers made by the Provider are non-binding and subject to change. A contract is only concluded upon written confirmation (e.g., by email).
  • The Customer is bound to their order for 14 days.

2. Description of Services

  • The Provider shall render the agreed services (e.g., creation of CNC programs, consulting) in accordance with the specifications described in the offer.
  • Changes to the scope of services must be made in text form and may result in adjustments to remuneration and/or deadlines.

§ 3 Prices and Payment Terms

1. Prices

  • All prices are net prices in Euros (€). Due to the application of the small business regulation (Kleinunternehmerregelung) under §19 of the German VAT Act (UStG), no VAT is charged. This will be indicated accordingly on the invoice.

2. Installment and Advance Payment

  • The Provider is entitled, at its own discretion, to request an advance payment of up to 30% of the order value upon order confirmation. For new customers, orders with increased upfront performance risk, or upon reasonable request, the Provider may instead require full advance payment of the order value prior to commencement of services. The Provider shall inform the Customer of such a requirement in the offer or, at the latest, with the order confirmation.

3. Payment Terms

  • Payment is due within 10 days of receipt of invoice, without deduction.
  • In the event of default in payment, the Provider shall charge default interest at a rate of 8% above the base interest rate pursuant to §247 BGB. In addition, the Provider is entitled to charge a flat fee of 40 euros pursuant to §288(5) BGB.

4. Payment Methods

  • Payment shall be made by bank transfer to the Provider's specified account.
  • For international customers, the Customer bears all bank charges (e.g., SWIFT fees).

5. Set-off and Retention

  • The Customer may only set off claims that are undisputed or have been legally established. A right of retention only applies to the Customer with respect to counterclaims arising from the same contractual relationship.

§ 4 Delivery Times and Deadlines

1. Delivery Deadlines

  • The delivery period for services (e.g., CNC programs) begins upon receipt of all necessary documents (e.g., CAD data) and is 4 weeks from order confirmation, unless otherwise agreed.

2. Delays

  • In the event of unforeseen circumstances (e.g., software errors in CAM systems, hardware supply shortages), deadlines shall be extended appropriately. The Provider will inform the Customer of such delays without undue delay.

3. Customer's Duty to Cooperate

  • The Customer must provide all information and documents necessary for the performance of services (e.g., CAD models, machine parameters) in a timely manner and in the agreed quality. Delays caused by the Customer shall extend the delivery period accordingly.

4. Force Majeure

  • Events of force majeure (e.g., natural disasters, war, pandemics, official orders, strikes) entitle the Provider to postpone performance for the duration of the impediment plus a reasonable start-up period. If the impediment lasts longer than 8 weeks, both parties are entitled to withdraw from the contract.

§ 5 Warranty and Liability

1. Warranty

  • The Provider grants a warranty period of 12 months from acceptance by the Customer for its services.
  • Acceptance is deemed to have occurred if the Customer does not object in writing, specifically naming the defects, within 10 business days of delivery.
  • In the event of defects, the Customer is entitled to free remedial work (rectification). If the rectification fails, the Customer may withdraw from the contract or demand a reduction in price.

2. Limitation of Liability

  • The Provider is liable without limitation for intent and gross negligence, as well as for damages resulting from injury to life, body, or health.
  • Liability for indirect damages (e.g., production losses, lost profits) is excluded.
  • Liability for slightly negligent breaches of duty is limited to foreseeable, typically occurring damage and shall not exceed the invoice amount of the respective service.
  • No liability for damages arising from improper use of the delivered programs or data (e.g., incorrect parameters on the machine, incorrect tool data, or incorrect origins).

3. Exclusion of Liability

  • The Provider is not liable for the suitability of the delivered programs for the Customer's specific machine environment. The Customer is obligated to check the programs for suitability prior to use.

§ 6 Copyright and Usage Rights

1. Copyright

  • The Provider retains copyright to all works created (e.g., CNC programs, documents, reports).

2. Usage Rights

  • The Customer receives a simple, non-exclusive, and non-transferable right of use to the delivered works, limited to the agreed purpose (e.g., manufacturing of the agreed components).
  • Transfer of the works to third parties is only permitted with the Provider's written consent.

§ 7 Confidentiality and Data Protection

Confidentiality

  • Both parties undertake to maintain confidentiality regarding all information exchanged in the course of the business relationship, in particular business and technology know-how (e.g., CAD data, algorithms).

Data Protection

  • The Provider processes the Customer's personal data in accordance with the General Data Protection Regulation (GDPR).
  • Customer data will be deleted 2 years after project completion, unless statutory retention obligations require otherwise.

Reference/Attribution

  • The Provider is entitled to name the Customer, along with a general, non-confidential project description (e.g., type of component, type of process), as a reference, provided the Customer has given written consent in the individual case. Confidential technical details remain subject to the confidentiality obligation under §7.1.

After Termination of the Contract

  • This obligation shall continue to apply beyond the termination of the contract.

§ 8 International Matters: Incoterms and Export Control

Incoterms

  • For physical deliveries (e.g., data carriers), the following applies: EXW (Ex Works) Villingen-Schwenningen. The Customer bears all costs and risks from the time of provision.

Export Control

  • The Customer confirms that the delivered data and programs comply with local export and import regulations. The Provider assumes no liability for violations of such regulations.

Applicable Law and Jurisdiction

  • German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
  • Place of jurisdiction is Villingen-Schwenningen, Germany, provided the Customer is a merchant, a legal entity under public law, a special fund under public law, or does not have a general place of jurisdiction in Germany.

§ 9 Miscellaneous

1. Severability Clause

  • Should individual provisions of these GTC be or become invalid, the remainder of the contract shall remain valid. The invalid provision shall be replaced by a valid provision that comes closest to the intended economic purpose.

2. Written Form

  • Amendments or additions to this contract must be made in written form (e.g., by email).

3. Language

  • The German version of these GTC is authoritative. In the event of discrepancies between the German version and a translated version, the German version shall prevail.

§ 10 Final Provisions

  • These GTC apply in their respective current version, which can be viewed on the Provider's website at [www.kelleraerotech.com/terms-and-conditions.php](http://www.kelleraerotech.com/terms-and-conditions.php).
  • The Customer may view and print the GTC prior to concluding a contract.