Terms and Conditions of Business (AGB)

Aroma Services
Headquarters: Alten-Busecker-Str. 49, 35396 Giessen, Germany
VAT ID No: DE301247464
Effective Date: August 18, 2026

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1. Scope and General Provisions
1.1. These Terms and Conditions (the "Terms") govern all corporate business relations, technical procurement services, engineering support, and cross-border supply chain operations conducted by Aroma Services ("the Company") with corporate clients, original equipment manufacturers (OEMs), and institutional buyers (the "Client" or "Buyer").
1.2. These Terms apply exclusively to business-to-business (B2B) transactions. Any conflicting, deviating, or supplementary terms and conditions provided by the Client shall not become part of the contract unless explicitly accepted by the Company in writing.

2. Contract Formation and Subject Matter
2.1. All offers, technical capability profiles, and cost estimates provided by the Company are non-binding and subject to change unless explicitly marked as binding.
2.2. A contract is established only upon written confirmation of the purchase order by the Company or by the execution of a finalized Master Service Agreement (MSA) signed by authorized corporate officers.
2.3. The subject matter includes the end-to-end orchestration, technical vetting, climate/operational hardening, and cross-border distribution of high-precision replacement components, critical capital machinery, and specialized operational assets across diverse industrial tracks (Heavy Industrial, Oil & Energy, Commercial Ag, Food Processing).

3. Technical Integration and Component Performance
3.1. The Company relies on specifications provided by the Client or relevant OEMs. The Client bears sole responsibility for verifying the accuracy of structural dimensions, operational criteria, and chemical/physical performance parameters prior to order confirmation.
3.2. Where component hardening or extreme environment adaptation rules are requested (e.g., Extreme Thermal Resilience Limits, IP65+ Ingress Shielding, Grid Volatility Hardening), performance thresholds are dictated by engineering datasheets and verified sub-tier manufacturer metrics. The Company provides no independent technical warranty exceeding the manufacturer specifications.

4. Strategic Partnerships and Subcontracting
4.1. The Company reserves the right to leverage its strategic alliance ecosystem, including specialized engineering partners such as Aura Heat Process, to fulfill specific technical workflows, thermal dynamics engineering, or continuous process systems architecture.
4.2. In cases where the Company utilizes sub-tier alliance partners, contract governance, quality assurance frameworks, and liability ceilings remain bound exclusively to the definitive MSA between the Company and the Client.

5. Delivery, Shipping, and Risk Allocation (Incoterms 2020)
5.1. Unless explicitly agreed otherwise in writing, all international cross-border shipments, European transit operations, and marine or air-freight transport schedules are strictly executed under **Incoterms 2020** rules.
5.2. The exact Incoterm framework (e.g., EXW, FCA, CFR, CIF) will be defined explicitly in each individual written purchase order confirmation.
5.3. Risk transfers from the Company to the Client strictly in accordance with the assigned Incoterm, irrespective of whether shipping is arranged, facilitated, or structurally optimized by the Company.

6. Prices, Tax Identification, and Payment Protocols
6.1. All prices are quoted in Euros (€) or a contractually specified currency, exclusive of statutory Value Added Tax (VAT), custom processing duties, export levies, or cross-border transport insurances, unless stated otherwise.
6.2. Transactions are subject to German and European tax identification regimes. The Client must provide a valid corporate tax profile and VAT identification number where applicable.
6.3. B2B financial settlements are secured via verified international Letter of Credit (L/C) models, verified bank guarantees, or structured payment milestones defined within individual project schedules. Payments are due without deductions within 30 days from the invoice date unless negotiated otherwise.

7. Global Export Control, Sanctions, and Regulatory Compliance
7.1. All operations are strictly subject to German federal export controls, European Union cross-border distribution regimes, and international trade compliance frameworks governing dual-use technologies and precision heavy equipment.
7.2. The Client guarantees absolute compliance with international sanction regimes and explicitly covenants that no procured components or assets will be diverted to prohibited destinations, restricted end-users, or unapproved military utility sectors.
7.3. Delays, delivery halts, or administrative holds caused by export control validation or standard customs protocols do not constitute a breach of contract by the Company and do not entitle the Client to default penalties or damages.

8. Warranty, Liability Limitations, and Dispute Resolution
8.1. Client claims for visible defects or component mismatches must be documented and submitted to the Central B2B Digital Exchange (info@aroma-services.com) within seven (7) business days following receipt at the designated industrial terminal.
8.2. The total aggregate liability of the Company for any claims, structural failures, or delays under any contract shall be strictly capped at the total net monetary value paid by the Client to the Company for that specific purchase order.
8.3. The Company shall not be liable for any indirect, incidental, or consequential damages, including but not limited to factory downtime, production halts, loss of resource extraction output, or lost corporate profits.
8.4. These Terms and all connected corporate agreements are governed exclusively by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for all corporate disputes is Giessen, Germany.