General Terms and Conditions (GTC)

Sale of Goods to Consumers and Business Customers
Effective: 30 September 2026

1. Scope and Contracting Party

1.1 These General Terms and Conditions (“GTC”) apply to purchases of goods from OpenELAB Technology Ltd. through upenelab.com. They also apply to orders placed by email or on the basis of an individual quotation, provided that these GTC are validly incorporated before the contract is concluded. Other OpenELAB online shops or legal entities are not covered unless expressly stated otherwise.

1.2 The contracting party is OpenELAB Technology Ltd., a company incorporated in China, with registered address at Room 1511, Fuchun Oriental Building, Futian District, Shenzhen, China. Email: info@upenelab.com; Telephone: +49 155 61896199. Further company information is available in the legal notice / imprint of the online shop.

1.3 A consumer is a natural person who enters into a legal transaction predominantly for purposes that are neither commercial nor related to their independent professional activity. A business customer is a natural or legal person, or a partnership with legal capacity, acting in the course of its commercial or independent professional activity. Public-law entities and special funds under public law are also treated as business customers for the purposes of these GTC. In the case of natural persons, the actual purpose of the transaction is decisive; the mere use of a company name or VAT identification number does not in itself determine business status.

1.4 These GTC cover goods, including goods with digital elements. Separate agreements may apply to standalone development, consulting, repair, training and project services, as well as separately supplied digital content or digital services. Mandatory statutory obligations arising from the sale of goods remain unaffected.

1.5 Individually agreed terms take precedence over these GTC. Deviating purchasing terms of a business customer are not accepted merely because we are aware of them or deliver without express objection; their incorporation is governed by the applicable law and any agreement between the parties. The version validly incorporated at the time the contract is concluded applies. Later changes to the website do not amend existing contracts or rights already granted.

2. Ordering and Conclusion of Contract

2.1 The presentation of products in the online shop constitutes an invitation to submit an order and is not a binding offer by us. During the cart and checkout process, you can review and correct your selected products and information. Before placing the order, you will be shown, in particular, the selected goods, total price, shipping costs, payment method and delivery information.

2.2 By clicking the final order button that clearly indicates the obligation to pay, you submit a binding offer to purchase the goods contained in your order. An automatically generated order receipt initially confirms only that your order has been received, unless it already contains an express acceptance or a specific request for payment as described in Section 2.3.

2.3 We may accept your offer within three business days after receiving it. The contract is concluded when the first of the following events occurs: you receive our express order confirmation; you receive a specific request to pay the purchase price; we actually collect the purchase price through the selected payment method; or you receive our confirmation that the ordered goods have been dispatched to you. A mere payment authorization or reservation of funds does not constitute actual collection. An unsolicited bank transfer does not by itself constitute acceptance by us.

2.4 For the purposes of these GTC, business days are Monday to Friday, excluding public holidays applicable at our registered office in Hong Kong, unless a different calculation is expressly stated for a specific service. If we do not accept the offer within the applicable acceptance period, you are no longer bound by it and any payment already received will be refunded without undue delay. Any statutory consumer withdrawal right remains unaffected.

2.5 For individually prepared quotations, the binding nature of the quotation, acceptance period and conclusion of the contract are determined by the quotation and the related correspondence. Subsequent changes to model, quantity, configuration, price or delivery method require agreement. Statutory rights remain unaffected.

3. Contract Language and Contract Documents

3.1 The contract language is English unless another language is individually agreed. We will provide the contract confirmation on a durable medium, such as email, together with the required contractual information, including these GTC and, where applicable to consumers, the relevant withdrawal information and model withdrawal form, unless these documents have already been provided in the required form.

3.2 We store order data for the purpose of processing the contract. Permanent access to the complete contract text through a customer account is not guaranteed. You may save or print the information displayed before ordering and the documents sent to you.

4. Product Characteristics and Intended Use

4.1 We owe the goods and characteristics agreed under the contract, in particular the agreed model, configuration, relevant product description and individual commitments. Legally relevant public statements and mandatory objective conformity requirements remain unaffected. We will not substitute a different model or materially different technical configuration without your consent.

4.2 Please observe the specified requirements concerning matters such as voltage, interfaces, radio frequencies, dimensions, payload, software and required accessories. A specific project purpose becomes part of the contract where it has been agreed with us. Mandatory information, advisory and defect-liability obligations are not excluded. Accessories identified as not included or shown only as application examples are not part of the delivery unless otherwise agreed.

4.3 Where mandatory consumer law requires a separate and express agreement for a deviation from objective conformity requirements, such deviation will only be effective if the consumer was specifically informed before entering into the contract and expressly and separately agreed to it. A general statement in these GTC does not replace such an agreement.

5. Prices and Payment

5.1 Prices displayed in the online shop are quoted in euros and include applicable VAT where required for the respective transaction. Individual quotations addressed exclusively to business customers may expressly state net prices plus applicable taxes. Additional shipping charges are disclosed before the order is placed. Later changes in our procurement costs, transportation costs or exchange rates do not automatically increase an agreed price.

5.2 The payment methods offered during checkout apply. Payment by invoice after delivery is available only where offered or expressly agreed. Individually agreed payment terms, particularly for institutional procurement, take precedence.

5.3 Where payment in advance by bank transfer is agreed, the purchase price is due within 14 calendar days after receipt of the payment request, unless a different payment term has been agreed. Bank details and payment reference are stated in the payment request. Payment is deemed received when the amount is credited to our account.

5.4 For advance-payment orders, shipment generally takes place after receipt of payment. Any effect of the payment date on the delivery period will be explained before conclusion of the contract. Individually agreed delivery terms take precedence. In the event of payment default, the applicable statutory rights remain available. An internal reservation period does not automatically terminate an existing contract.

5.5 Invoices are provided electronically where legally permissible and agreed. Statutory refunds will not be reduced by flat payment-provider, administration or cancellation fees.

6. Delivery, Procurement and Transport Risk

6.1 The online shop primarily delivers to addresses in Germany. Deliveries to other countries are subject to separate agreement and the required pre-contractual information. The delivery periods displayed and agreed before conclusion of the contract apply.

6.2 For pre-orders and goods requiring procurement, the stated total delivery period includes the necessary procurement process and transportation to the agreed delivery address. A delivery estimate referring only to carrier transit time will be expressly identified as such. A supplier delay or internal status change does not automatically extend an agreed delivery deadline. We will inform you without undue delay of identifiable delivery problems.

6.3 Depending on the product and agreed delivery method, goods may be supplied from stock located in Germany, procured and subsequently dispatched from a logistics location in Germany, or shipped directly from China. Such German warehouse or logistics operations do not mean that the contracting seller is a German company. The contracting seller remains OpenELAB Technology Ltd., a Chinese company.

Where we offer direct shipment from China to Germany under terms under which we assume import handling, we will arrange the applicable customs clearance, import duties and import VAT as agreed, so that the customer is not charged additional import costs that were not disclosed or agreed before purchase. Any expressly agreed delivery term, including DDP where applicable, remains controlling.

6.4 Agreed complete deliveries or partial deliveries will be carried out accordingly. Other partial deliveries may only be made where reasonable, where they do not materially impair the use of the remaining goods and where they do not cause additional shipping charges for the customer. An agreed complete delivery will not be divided without the customer's consent where such consent is legally required.

6.5 Where goods are shipped to consumers and the shipment is arranged by us, the risk of accidental loss or damage remains with us until the goods are handed over to the consumer or to a third party designated by the consumer who is not the carrier, subject to any applicable statutory exception where the consumer independently appoints a carrier not previously proposed by us.

6.6 For business customers, the transfer of risk is governed by the applicable law and any agreed delivery term, including agreed Incoterms such as DDP. A supplier's internal delivery to a warehouse or logistics facility in Germany does not by itself constitute delivery or shipment to the customer.

6.7 For business customers only: if, despite having concluded an appropriate procurement transaction in good time, we are not supplied by our supplier through no fault of our own, we may withdraw from the affected part of the contract where legally permissible, provided that we have not assumed a broader procurement or delivery guarantee. We will inform the customer without undue delay and refund any payments received for the affected part without undue delay. A mere increase in procurement costs is not sufficient for this purpose. Mandatory customer rights remain unaffected.

6.8 Please report and, where possible, document visible transport damage promptly. A consumer's failure to inspect the goods before signing for delivery or a delayed report does not create additional restrictions on mandatory statutory rights. For commercial transactions, applicable statutory inspection and notification duties remain unaffected.

7. Changes, Cancellation and Returns for Business Customers

7.1 Business customers do not benefit from statutory consumer withdrawal rights solely by virtue of these GTC. These GTC do not grant business customers an additional unconditional right to cancel, exchange or return conforming and defect-free goods. Individually agreed rights remain unaffected.

7.2 A change in requirements, selection of a different product, or discovery that conforming goods do not suit an intended project purpose that was not contractually agreed does not entitle the business customer to unilaterally amend or terminate the contract. This applies even before dispatch to the customer, to pre-orders, order-specific procurement, and goods already in transit to a logistics or warehouse location in Germany. A status such as “not shipped” does not by itself create a cancellation right.

7.3 A voluntary change, cancellation, exchange or return requires our express consent and agreement on the applicable conditions. Before agreeing, we will clarify matters such as price differences, return arrangements and any agreed costs. Costs may reflect actual, unavoidable procurement, transportation or return-handling losses that cannot reasonably be recovered elsewhere. Saved expenses, supplier credits and reasonably realizable resale value will be taken into account where appropriate. No automatic flat charge applies solely under these GTC, and the same economic loss will not be charged twice.

7.4 Rights arising from defects, agreed characteristics, delivery delay, impossibility or other statutory grounds are not restricted. Legitimate defect claims will not be treated as discretionary goodwill requests.

8. Consumer Withdrawal Rights

8.1 Consumers who are entitled to a statutory withdrawal right under the law applicable to their transaction may exercise that right in accordance with the applicable legal requirements. The complete withdrawal information, model withdrawal form and return instructions are available on our “Warranty & Right of Withdrawal” page.

8.2 Where an electronic withdrawal function is legally required, access to the online withdrawal process is provided on that page. A valid withdrawal may also be made by another clear declaration where permitted by law. A return form, customer account or prior RMA authorization is not, by itself, a condition for exercising a statutory withdrawal right.

8.3 Where a statutory withdrawal right exists, it may also be exercised before receipt of the goods. Commenced procurement or shipment does not in itself remove that right. Applicable exceptions and details concerning the withdrawal period, return costs, refunds and compensation for diminished value are explained on the page referred to above. Statutory defect rights exist independently of withdrawal rights.

9. Statutory Defect Rights

9.1 Statutory defect rights apply subject to any valid provisions applicable to business customers. For claims under a sales contract, OpenELAB Technology Ltd. remains the contractual seller and point of contact. A manufacturer's inspection or commercial manufacturer warranty does not replace the seller's mandatory obligations.

9.2 In the event of a defect, the customer has the remedies available under the applicable law, including, where applicable, repair or replacement. Rights to price reduction, termination, damages or reimbursement of expenses depend on the relevant statutory requirements. Necessary expenses for statutory remedies are borne in accordance with the applicable law.

9.3 Please describe the fault and the configuration used insofar as reasonably possible. Information on complaints, technical inspection and shipping procedures is provided on the service page linked in Section 8.1. Organizational recommendations do not create additional limitation periods or conditions for mandatory statutory claims.

9.4 Intended programming, supported firmware flashing, soldering or integration of development products does not automatically eliminate statutory defect rights. Damage caused by improper treatment for which the seller is not responsible is not covered to the extent legally permissible. The cause of the specific defect, intended use and applicable burden-of-proof rules remain decisive. Chargeable inspections outside existing statutory or contractual service obligations require prior information about scope and price, or the basis of calculation, and an appropriate order from the customer.

10. Additional Provisions for Consumers

10.1 Where German or other applicable mandatory consumer law provides a statutory limitation period for defect claims, those mandatory periods remain unaffected by these GTC. For new goods sold to consumers in Germany, the regular statutory period is generally two years from delivery, subject to special rules concerning digital elements, suspension, extension or recommencement of limitation periods.

10.2 Statutory remedies must be provided within a reasonable period after notification of the defect and without significant inconvenience to the consumer, taking into account the nature and intended purpose of the goods. Statutory choices between remedies and legally permitted refusal rights based on impossibility or disproportionate cost remain unaffected.

10.3 Where German consumer law applicable to contracts concluded from 31 July 2026 requires specific information before supplementary performance, we will provide the required information concerning the consumer's remedy options and any statutory extension of the applicable limitation period following repair. Transitional rules for earlier contracts remain applicable.

10.4 Applicable statutory presumptions and burden-of-proof rules remain unaffected. Where German law applies, this includes the statutory presumption applicable to certain defects appearing within one year after the relevant transfer of risk, subject to statutory exceptions and additional rules for goods with digital elements.

11. Additional Provisions for Business Customers

11.1 Where the transaction constitutes a commercial transaction subject to statutory inspection and notification duties, the business customer must inspect the goods and notify defects in accordance with the applicable law. Where German commercial law applies, this includes the duties under Section 377 HGB. Mandatory statutory exceptions, including cases of fraudulent concealment, remain unaffected.

11.2 To the extent legally permissible and where German law governs the contract, the limitation period for statutory defect claims of business customers relating to newly manufactured goods is one year from delivery, subject to Section 11.3 and any individually agreed terms.

11.3 Any agreed shortening of the limitation period does not apply where legally prohibited, including in particular claims for damages or wasted expenditure that may not lawfully be restricted, defects fraudulently concealed by the seller, guarantees as to quality within the scope of the guarantee, and mandatory statutory recourse claims in the supply chain.

11.4 This limitation provision does not constitute a promise of a one-year voluntary warranty. Individually agreed quality, warranty and framework agreements remain unaffected.

12. Warranties, Special Services and Digital Elements

12.1 Any additional commercial warranty exists only where granted through the relevant warranty statement or another legally binding commitment. The applicable warranty statement specifies, in particular, the guarantor, covered goods, scope, duration, territory and claims procedure. These GTC do not create a blanket additional OpenELAB warranty for all products. Existing binding warranty commitments remain unaffected. Statutory defect rights are not restricted by commercial warranty conditions.

12.2 Information concerning warranty handling and product-specific warranty documents is available on our “Warranty & Right of Withdrawal” page. Separate robotics service terms and product/warranty appendices apply only to the products and services for which they are expressly incorporated. Service targets and fees for such optional services do not restrict mandatory statutory claims.

12.3 For goods with digital elements, we will comply with applicable mandatory requirements relating to functionality, compatibility, interoperability and required updates, including security updates, for the legally or contractually applicable period. The end of a voluntary commercial warranty does not automatically terminate any longer mandatory update obligation.

12.4 Failure to install an update affects statutory defect rights only where the requirements of the applicable law are satisfied, including any requirement that the defect be caused by the failure to install the update and that appropriate information and installation instructions were provided. References to manufacturers, third-party software or open-source software do not automatically exclude the seller's mandatory obligations. Valid software licences and open-source rights remain unaffected.

13. Liability

13.1 We remain fully liable where liability cannot legally be excluded or limited, including in cases of intentional misconduct, gross negligence where mandatory law so requires, injury to life, body or health, fraudulent concealment of defects, product liability obligations, and liabilities expressly assumed under a commercial guarantee.

13.2 Where German law applies and to the extent legally permissible, in cases of ordinary negligence outside the situations described above, liability is limited to the breach of material contractual obligations, meaning obligations whose performance is essential for proper performance of the contract and on whose fulfilment the contractual partner may ordinarily rely. In such cases, liability may be limited to foreseeable damage typical for the contract.

13.3 Any further limitation of liability applies only to the extent permitted by the law governing the contract. These limitations apply correspondingly to our legal representatives, employees and vicarious agents where legally permissible. Statutory rights to repair, replacement, price reduction or termination are not excluded by this section.

14. Retention of Title, Set-Off and Rights of Retention

14.1 To the extent legally permissible, the goods remain our property until the purchase price has been paid in full. Enforcement of retention of title is subject to the applicable law. Mandatory rights of set-off and retention remain unaffected.

15. Customer Service, Data Protection and Dispute Resolution

15.1 For questions, complaints and claims, please contact us at info@upenelab.com or +49 155 61896199. Where possible, please provide the relevant order number and product. Our separate Privacy Policy explains how personal data is processed. Agreement to these GTC does not replace any consent required under applicable data-protection law, including consent for marketing communications.

15.2 Consumer Dispute Resolution: Where applicable and accepted by the relevant dispute-resolution body, OpenELAB Technology Ltd. is willing to participate in consumer dispute-resolution proceedings before the following German universal consumer arbitration body:

Universalschlichtungsstelle des Bundes
Zentrum für Schlichtung e. V.
Straßburger Straße 8
77694 Kehl
Germany
Website: www.universalschlichtungsstelle.de

If a dispute concerning a consumer contract cannot be resolved directly between us and the consumer, we will provide information concerning the relevant consumer dispute-resolution body and our participation status where required by applicable law.

16. Governing Law and Final Provisions

16.1 Unless otherwise agreed or required by mandatory law, the contract is governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). In dealings with consumers, this choice of law does not deprive the consumer of the protection afforded by mandatory provisions of the law of the country in which the consumer has their habitual residence where such protection would otherwise apply.

16.2 Where the customer is a merchant, legal entity under public law, special fund under public law or another business customer for whom a jurisdiction agreement is legally valid, the courts at the registered office of OpenELAB Technology Ltd. in China shall have jurisdiction to the extent legally permissible, unless the parties have validly agreed another jurisdiction. Mandatory exclusive jurisdictions remain unaffected. For consumers and customers not covered by such an agreement, the applicable statutory jurisdiction rules apply.

16.3 If an individual provision of these GTC is invalid, unenforceable or is not incorporated into the contract, the validity of the remaining provisions is unaffected to the extent permitted by law. The consequences are determined by the applicable statutory rules. Individually agreed terms remain controlling.