1. Scope & Contracting Parties
These terms govern the use of the Esper Global GmbH website and any commercial relationships arising from it.
These terms apply exclusively to entrepreneurs within the meaning of §14 BGB — legal entities and persons acting in their commercial or professional capacity. Consumer contracts within the meaning of §13 BGB are not entered into via this website.
Any conflicting terms of the customer are rejected unless expressly agreed in writing by Esper Global GmbH.
2. Website Use
This website is provided for informational purposes only. No binding offers are made via the website. Product information, specifications, and catalogs are subject to change without notice and do not constitute offers.
Inquiry forms initiate a non-binding dialogue. Contracts are formed only upon written confirmation by Esper Global GmbH.
3. Intellectual Property (Website)
All content on this website — including text, images, graphics, logos, and layout — is protected by copyright and trademark law. Esper Global, B8LAB, and associated logos are trademarks of Esper Global GmbH. No license to reproduce or distribute any website content is granted without prior written consent.
4. External Links
This website may contain links to third-party websites. Esper Global GmbH has no control over and assumes no responsibility for external content. At the time of linking, no illegal content was identified. Links will be removed upon notice of violations.
5. Data Protection
Personal data is processed in accordance with our Privacy Policy.
Part B — Commercial Terms (AGB)
6. Formation of Contracts
All quotations by Esper Global GmbH are non-binding until a written order confirmation is issued. Orders are accepted only upon written acknowledgment signed by an authorized representative. Verbal agreements require written confirmation to be binding.
For OEM projects, separate project agreements, technical specifications, and Non-Disclosure Agreements (NDAs) will be concluded alongside these terms.
7. OEM & Product Specifications
The customer is responsible for ensuring that all technical specifications provided are complete and accurate. Esper Global manufactures to customer specification; liability for design defects arising from customer-provided specifications rests with the customer.
7.1 Samples & Prototypes
Approval of samples and prototypes constitutes acceptance of the design for production purposes. Conditions for sample sign-off are defined in the individual project agreement.
7.2 Tooling & Molds
Customer-paid tooling is owned by the customer but held by Esper Global for production purposes. Tooling may not be removed during active production. Storage fees may apply if production ceases. Return or destruction upon termination is governed by the project agreement.
7.3 Modifications
Any changes to approved specifications require written agreement. Esper Global reserves the right to re-quote upon modification requests.
8. Pricing, Payment & Currency
- All prices are in EUR unless otherwise agreed in writing
- Prices are net, exclusive of VAT, customs duties, import taxes
- Payment terms: [30 days net] from invoice date
- Advance payment or letter of credit may be required for new customers or large orders
- Late payment interest: §288 BGB — 9 percentage points above base rate (B2B)
- Esper Global reserves the right to withhold delivery upon overdue payment
9. Delivery, Incoterms & Risk
All deliveries are governed by Incoterms® 2020 as specified in the order confirmation. Default delivery term: [EXW / FCA] unless otherwise agreed.
Delivery dates are approximate unless expressly agreed as fixed dates. Force majeure extends delivery periods. Partial deliveries are permitted if commercially reasonable.
The customer is responsible for import licenses, customs clearance, and compliance with destination country regulations. Goods may be subject to German, EU, and US export control laws.
10. Inspection & Notice of Defects
In accordance with §377 HGB, the customer must inspect goods immediately upon delivery.
- Visible defects: written notice within 5 business days of receipt
- Hidden defects: written notice within 5 business days of discovery
Failure to provide timely written notice constitutes deemed acceptance under §377 HGB. Defect claims not following this procedure are excluded.
11. Warranty
Warranty period: [12 months] from delivery. Esper Global’s primary remedy is repair or replacement at its election. If two attempts at repair or replacement fail, the customer may reduce the price or withdraw from the contract.
Warranty does not cover: normal wear and tear, damage from improper use or storage, customer modifications, or goods processed or incorporated into other products. Product liability under ProdHaftG remains unaffected.
12. Limitation of Liability
Liability is governed by German law. The following cannot be excluded:
- Personal injury caused by negligence or intent
- Gross negligence or intentional misconduct
- Liability under the Product Liability Act (ProdHaftG)
- Breach of cardinal obligations (Kardinalpflichten) — may be limited but not excluded
For simple negligence beyond cardinal obligations, liability for indirect and consequential damages is excluded. Total liability is limited to the relevant order value.
Force majeure: Esper Global is not liable for delays or non-performance caused by events beyond its control, including natural disasters, pandemics, supply chain disruptions, sanctions, labor disputes, or government actions.
13. Intellectual Property
Each party retains ownership of its pre-existing intellectual property. Customer brand assets, logos, and designs remain customer property. Esper Global’s manufacturing processes and technical know-how remain Esper Global property.
IP created for customer projects is governed by the project-specific agreement. By default, customer-specific work product belongs to the customer upon full payment; manufacturing know-how remains with Esper Global.
Both parties agree to keep confidential all non-public information received from the other party. Confidentiality obligations survive termination for 5 years.
14. Compliance & Export Controls
The customer warrants lawful use of products in the destination country and compliance with all applicable import/export regulations (AWV, AWG, EU sanctions, US EAR where applicable). Esper Global may refuse orders that would violate EU, UN, or US sanctions regimes.
Both parties commit to compliance with applicable anti-corruption laws.
15. Governing Law & Jurisdiction
Governing law: German law (BGB, HGB), to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
Jurisdiction: The courts of Jena, Germany.
16. Severability & Amendments
If any provision of these terms is invalid, the remaining provisions remain in full force. Invalid provisions shall be replaced by the closest legally permissible equivalent. Amendments require written form. Esper Global may update these terms; customers will be notified of material changes.