Terms and conditions

I. General provisions

1. Scope

1.1 The following general terms and conditions (GTC) of Potema GmbH, Adalperostraße 29, 85737 Ismaning (Amtsgericht München, HRB 302007) (hereinafter “Potema”) apply exclusively. They also apply to all future business relationships with the customer or supplier. This applies even if they are not expressly agreed again.

1.2 Conflicting terms of the customer or supplier, or terms deviating from Potema’s GTC, are not recognised unless Potema has expressly consented to their application in writing. Potema’s GTC also apply where Potema, in the knowledge of conflicting terms or terms deviating from these GTC, carries out the delivery or services to the customer or supplier without reservation.

1.3 All agreements made on deliveries and services are set down in writing in the contracts concluded between Potema and the customer or supplier. Future agreements reached between Potema and the customer or supplier are to be set down in writing in the contract concerned and in any supplementary agreements.

1.4 These GTC apply only to entrepreneurs within the meaning of section 14 (1) BGB (German Civil Code) and to legal persons under public law and special funds under public law within the meaning of section 310 (1) BGB. An entrepreneur in this sense is a natural or legal person, or a partnership with legal capacity, who, when concluding a legal transaction, acts in the exercise of their commercial or independent professional activity.

1.5 Sales to consumers within the meaning of section 13 BGB — in particular orders placed by private individuals via the online shop www.potema.shop — are not covered by these GTC. Such contracts are governed by the separately provided consumer terms, including the statutory cancellation policy pursuant to Article 246a EGBGB (Introductory Act to the German Civil Code).

2. Liability

2.1 Potema is liable without limitation for intent and gross negligence. For ordinary negligence, Potema is liable only, and limited to the damage foreseeable and typical for this type of contract, where a duty is breached whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the respective contracting party may regularly rely (cardinal obligation).

2.2 In cases of initial impossibility, Potema is liable only if it was aware of the impediment to performance or if its lack of awareness was due to gross negligence.

2.3 The above limitations of and exclusions from liability do not apply in the event of fraudulent concealment of a defect, where a guarantee has been given, to claims under the German Product Liability Act (Produkthaftungsgesetz), or to damage arising from injury to life, body or health.

2.4 Where Potema’s liability is excluded or limited, this also applies to the personal liability of its officers, employees, staff, representatives and vicarious agents.

3. Place of performance, place of jurisdiction, applicable law

3.1 The place of performance is Potema’s place of business, currently in Ismaning.

3.2 Munich is agreed as the place of jurisdiction for all disputes arising from the business relationship.

3.3 The law of the Federal Republic of Germany applies. The provisions of the UN Convention on Contracts for the International Sale of Goods are excluded.

II. Terms of sale

1. Scope

The following terms of sale in this section II. apply to all contracts of sale and contracts for work and materials that Potema concludes with customers as the seller.

2. Conclusion of contract

2.1 If an order placed by the customer qualifies as an offer pursuant to section 145 BGB, Potema may accept that offer within two weeks of its receipt by sending an order confirmation.

2.2 Unless otherwise agreed, cost estimates provided by Potema are subject to change and non-binding. Where Potema makes a specific offer, that offer is binding only for a period of two weeks or for the period stated in the offer.

2.3 Subject to any agreement to the contrary, a contract between Potema and the customer is concluded only upon written order confirmation by Potema. Sending an invoice is equivalent to an order confirmation.

2.4 Documents handed over and information provided by Potema, such as illustrations, drawings and details of weights and dimensions, are binding only to the extent that Potema expressly lists them in the order confirmation as part of the contract or expressly refers to them in the order confirmation.

3a. Subscription and service package agreements

3a.1 The following provisions apply in addition to clause II.2 for recurring service packages (for example the “Basis”, “Comfort” and “Premium” packages for ongoing mattress hygiene incl. Matratzen Cleanspray).

3a.2 Unless otherwise agreed in the individual contract, the minimum contract term is 12 months from the agreed start of services. The contract is automatically extended by a further 12 months at a time unless terminated by either party in text form (section 126b BGB) giving three months’ notice to the end of the term.

3a.3 The right of both parties to terminate without notice for good cause remains unaffected.

3a.4 Potema is entitled to adjust the remuneration for ongoing service packages on six weeks’ notice with effect from the relevant billing period, in particular where the costs of personnel, materials or logistics increase. If Potema increases the remuneration by more than 5 % compared with the price last applicable, the customer has a special right of termination with effect from the date on which the price adjustment takes effect.

3a.5 The scope of each package (including the number of rooms/units covered and the service intervals) follows from the applicable service description or from Potema’s offer.

4. Remuneration, due date, default in payment, set-off, right of retention, assignment

4.1 Prices follow from Potema’s current price lists and are exclusive of packaging and shipping (ex works), unless the offer states otherwise.

4.2 Packaging and loading costs and the cost of taking back packaging are invoiced separately. The same applies to shipping costs where the customer requests dispatch. Unless otherwise agreed, the choice of the means and route of dispatch is at Potema’s discretion.

4.3 In the case of partial deliveries or partial services under clause 5.2, Potema is entitled to corresponding part payments.

4.4 Potema reserves the right to amend prices accordingly if cost increases for which Potema is not responsible arise between conclusion of the contract and delivery, in particular newly introduced levies, ancillary charges, a significant rise in material or manufacturing costs, including increases in freight costs together with customs duties, import and export charges, as well as cost increases resulting from exchange rate movements.

4.5 Statutory value added tax is not included in Potema’s prices. It is shown separately on the invoice at the statutory rate applicable at the time. For deliveries and services within the European Union, the customer must provide their VAT identification number in good time before the contractually agreed delivery date as evidence of their exemption from value added tax. If this notification is not made in good time and in full, Potema reserves the right to charge value added tax at the applicable rate. For deliveries and services outside the European Union, Potema is entitled to charge statutory value added tax subsequently if the customer does not send Potema proof of export within one month of the respective dispatch.

4.6 Where Potema accepts cheques and bills of exchange, it does so only on account of performance, subject to the usual reservation of their being honoured and against the customer assuming all costs connected with their encashment; in particular, bill of exchange taxes are to be borne by the customer.

4.7 Unless the respective contract or the law provides otherwise, the remuneration falls due for payment immediately upon delivery or performance. The customer is automatically in default on expiry of 30 days after the due date and receipt of the invoice, without a reminder being required.

4.8 If the customer defaults on their payment obligation, Potema is entitled to demand default interest of 9 percentage points p. a. above the base rate. The right to claim higher damages remains unaffected. In all other respects, the statutory provisions apply.

4.9 If circumstances become known to Potema that are liable to reduce the customer’s creditworthiness, all claims arising from the business relationship with the customer fall due immediately.

4.10 The customer is entitled to set-off or retention only if their counterclaim has been established by a final and binding judgment, is undisputed or has been acknowledged by Potema. The assignment to third parties of existing claims against Potema requires Potema’s prior written consent.

5. Delivery terms, transport insurance, passing of risk

5.1 Unless the order confirmation provides otherwise, delivery or performance is agreed ex works.

5.2 Potema is entitled to make partial deliveries and render partial services, provided these are not unreasonable for the customer.

5.3 Risk passes to the customer when the contractual item is handed over to the person carrying out the transport. This also applies to transport carried out by Potema.

5.4 If transport or collection of the contractual item by the customer is delayed at the customer’s request or through the customer’s fault, the goods are stored at Potema at the customer’s cost and risk. In this case, risk passes to the customer from the day on which readiness for delivery or acceptance is notified.

5.5 Transport damage must be notified in writing to Potema and to the delivering carrier without delay, at the latest within five days.

5.6 Transport packaging and all other packaging within the meaning of the German Packaging Ordinance (Verpackungsverordnung) will not be taken back. The buyer must arrange for the disposal of the packaging at their own expense.

6. Delivery and performance times, default, passing of risk on default in acceptance

6.1 Delivery and performance times stated by Potema are non-binding unless Potema expressly confirms the precise delivery or performance date in writing.

6.2 Delivery or performance periods are met if, by the time they expire, the contractual item has left the works or notice has been given that the contractual item is ready for collection. Where the service is rendered on the customer’s premises, performance periods are met upon rendering of the service.

6.3 The delivery or performance period begins only once all commercial and technical questions between the parties have been clarified, and presupposes the timely and proper fulfilment of the obligations incumbent on the customer. Compliance with the delivery or performance period is subject to Potema itself being supplied correctly and on time. Potema will give immediate notice of any delays that become apparent.

6.4 Performance of the contract by Potema in respect of those parts of the delivery that are covered by state export regulations is subject to the required permits being granted.

6.5 If Potema is in default and the customer suffers damage as a result, liability is governed by clause I.2.

6.6 If the customer is in default of acceptance or breaches other duties to cooperate, Potema is entitled to exercise its existing statutory rights, in particular to demand compensation for the additional expenditure incurred as a result and, after setting a reasonable period for remedy that has expired without result, to withdraw from the contract. Potema further reserves the right, after setting a reasonable period for acceptance of the delivery or service that has expired without result, to dispose of the contractual item elsewhere and to deliver or perform for the customer within a reasonably extended period.

6.7 If the customer is in default of acceptance, the risk of accidental loss of or accidental deterioration in the contractual item passes to the customer at the point in time at which the customer falls into default of acceptance.

7. Warranty for material defects

7.1 Where defects exist, the warranty is limited to the right to subsequent performance, unless clause 7.5 provides otherwise. In that case, Potema is entitled, at its option, to remedy the defect or to make a replacement delivery or render a replacement service. The right to self-remedy is excluded.

7.2 Any period set by the customer for subsequent performance must be at least four weeks and must be set in writing. Subsequent performance is deemed to have failed only once three attempts have been unsuccessful. Potema may refuse subsequent performance if it is possible only at disproportionate cost.

7.3 Returns for the purpose of subsequent performance may be made only with Potema’s written consent. The risk of accidental loss and accidental deterioration passes to Potema only upon handover to Potema at its place of business. The expenditure required for the purpose of inspection and subsequent performance, in particular transport and material costs (but not removal and installation costs), is borne by Potema if a defect is in fact present. If, however, a request by the customer to remedy a defect turns out to be unjustified, Potema may demand reimbursement from the customer of the costs incurred as a result.

7.4 In the event of a replacement delivery for the purpose of subsequent performance, the customer must return the item delivered.

7.5 If Potema is unwilling or unable to effect subsequent performance, in particular if subsequent performance is delayed beyond reasonable periods for reasons for which Potema is responsible, or if subsequent performance otherwise fails, the customer is entitled to withdraw from the contract within the framework of the statutory provisions. This does not apply in the case of insignificant defects. A defect is insignificant if the cost of remedying it does not exceed 5 (five) per cent of the order value. In that case, the customer is entitled only to a reduction of the contract price. Claims for damages are governed by clause I.2.

7.6 If the customer makes changes to the contractual item without Potema’s prior consent, or has such changes made by third parties, the warranty lapses, unless the customer proves that there is no causal link between the change made and the defect that has occurred. The same applies to defects attributable to a specification provided by the customer.

7.7 Beyond this, there are no warranty claims for defects that have arisen from unsuitable or improper use, faulty commissioning, natural wear and tear, faulty or negligent handling, excessive strain and improper maintenance of the contractual item, or from changes to the contractual item made by the customer or by third parties on the customer’s instructions without Potema’s express consent.

7.8 The subjective requirements for the contractual item within the meaning of section 434 (2) BGB are determined exclusively by the service description in the offer. Only these subjective requirements are decisive for assessing freedom from defects. Section 434 (1) and (3) apply in this respect with the proviso that the objective requirements do not apply to the assessment of freedom from defects.

7.9 Where digital products are provided by Potema, the provisions of clause 7.8 apply accordingly to those digital products as well. The digital products provided by Potema are not intended for onward distribution to consumers.

8. Limitation of claims

8.1 Claims of the customer for defects and claims in respect of liability become time-barred after 12 months.

8.2 The statutory limitation provisions apply to injury to life, body or health, to grossly negligent or intentional conduct, to the culpable breach of cardinal obligations within the meaning of clause I.2.1, to the breach of guarantees and to claims under the German Product Liability Act.

8.3 The commencement of the limitation period is determined in accordance with the statutory provisions.

9. Sale on approval

9.1 Where the delivery of sample or test products is expressly agreed, the customer may withdraw from the contract within the agreed period by giving written notice of disapproval.

9.2 These general terms and conditions apply to sales on approval.

9.3 The customer bears the cost of returning the contractual item. All returns must be announced to Potema in writing in advance. The risk of accidental loss and accidental deterioration of the returned goods passes to Potema only upon handover to Potema at its place of business. The customer is obliged to return the goods complete and in perfect condition.

10. Retention of title as security

10.1 Potema retains title to the goods delivered until all claims existing against the customer at the time the contract is concluded on the basis of the business relationship have been satisfied. This also applies to future claims that Potema acquires from the ongoing business relationship with the customer.

10.2 The customer must handle the goods subject to retention of title with care and insure them at their own expense against damage by fire, water and theft for their full replacement value. Any maintenance and inspection work that becomes necessary must be carried out by the buyer in good time at their own expense.

10.3 In the event of culpable conduct by the customer in breach of contract, in particular default in payment, Potema is entitled to take back the contractual item. Taking back the contractual item does not constitute withdrawal from the contract unless Potema has expressly declared this in writing.

10.4 The customer may neither pledge the contractual item nor assign it as security before title has passed.

10.5 The customer is entitled to resell the contractual item in the ordinary course of business as long as they are not in default of payment; the customer hereby assigns to Potema all claims in the amount of the final invoice amount of Potema’s claim (including value added tax) that accrue to them from the resale against their own customers or third parties, irrespective of whether the contractual item has been resold without or after processing. Potema accepts this assignment. The customer remains authorised to collect this claim even after the assignment. Potema’s authority to collect the claim itself remains unaffected. Potema undertakes not to collect the claim as long as the customer meets their payment obligations under the respective contractual relationship, does not fall into default of payment and, in particular, as long as no application has been filed to open insolvency proceedings and there has been no suspension of payments. If, however, this is the case, Potema may demand that the customer disclose the assigned claims and their debtors, provide all information required for collection, hand over the associated documents and notify the debtors (third parties) of the assignment.

10.6 In the event of seizure or other access by third parties to the goods sold, the customer will point out Potema’s title and notify Potema without delay so as to enable Potema to bring a third-party action pursuant to section 771 ZPO (German Code of Civil Procedure). To the extent that the third party is unable to reimburse Potema for the court and out-of-court costs incurred in enforcing its property rights, the customer is liable for them.

10.7 Potema undertakes to release the securities to which it is entitled at the customer’s request to the extent that the realisable value of the securities exceeds the claims to be secured by more than 15 %. Potema is responsible for selecting the securities to be released.

11. Export

11.1 The customer undertakes to export the goods and technical information supplied by Potema only in compliance with the relevant export regulations, and to impose the same obligation on their own customers.

11.2 All taxes, fees and charges in connection with the rendering of the service outside the Federal Republic of Germany are to be borne by the customer or — where Potema has already paid them in advance — reimbursed to Potema.

12. Marking of origin, trade mark protection

12.1 Any alteration of Potema’s products, in particular of their markings, that includes an indication of origin from the customer or a third party or that gives the impression that the item is a product of the customer or a third party, is not permitted unless Potema has given its prior written consent.

12.2 The designation “POTEMA®” and the associated word and figurative marks are protected as trade marks for the benefit of Potema GmbH. Any use by the customer beyond the contractually agreed purpose, in particular independent use as a business or product designation, requires Potema’s prior written consent pursuant to section 14 MarkenG (German Trade Mark Act).

III. Terms of purchase

1. Scope

The following terms of purchase in this section III. apply to all deliveries by suppliers to Potema.

2. Conclusion of contract

2.1 Only orders placed by Potema in writing are valid. Oral agreements made before or upon conclusion of the contract require written confirmation by Potema in order to be effective.

2.2 Unless otherwise agreed, every order must be confirmed in writing by the supplier, stating the binding delivery date, the price and Potema’s order number. Drawings and other documents enclosed with the order become part of the contract upon order confirmation. Potema’s order number together with its date and the item number must be stated in all correspondence, on all invoices and in all shipping documents.

3. Prices

If the order contains neither a price nor a basis of calculation, the order is non-binding until agreement has been reached on the level of the prices; alternatively, the order becomes binding once Potema has raised no objection within five working days to a price or a basis of calculation stated in the order confirmation. Confirmed prices are deemed to be fixed prices.

4. Delivery date

4.1 Agreed dates and periods are binding. Where a period is agreed within which the supplier is entitled and obliged to render the service, that period begins on the date the order is placed. As soon as the supplier must assume that they will not be able to carry out the order in whole or in part on time — irrespective of the causes of the delay — they must notify Potema of this without delay, stating the reasons and the expected duration of the delay. If notification is given without delay, a reasonable period of grace may be granted, taking account of Potema’s operational requirements and statutory obligations. If the supplier fails to give notification without delay, Potema is entitled to withdraw from the contract in whole or in part without setting a period of grace. In every case, partial deliveries already made do not count as independent performance.

4.2 Acceptance of a late delivery without reservation does not constitute a waiver of the claims for compensation to which Potema is entitled on account of the late delivery.

5. Delivery terms, place of performance

5.1 Deliveries are made — at Potema’s option — DAP or DDP in accordance with INCOTERMS 2010. The place of destination is Munich or another address named by Potema in the order. However, the risk of accidental loss of and damage to the goods passes to Potema only upon acceptance of the goods at the place of destination.

5.2 The supplier must mark all deliveries subject to a labelling obligation properly and in accordance with the applicable statutory provisions. The delivery note or another transport document must be enclosed with the consignment as an accompanying document where delivery is made by a carrier, parcel service or post. In the case of rail consignments, the delivery note or another transport document must be delivered on the day of dispatch. Invoices do not count as delivery notes. The details on the shipping documents must be set out so that an incoming goods inspection at Potema is possible on the basis of the order number.

5.3 Unless otherwise agreed, Potema does not accept partial deliveries.

6. Warranty

6.1 The statutory provisions apply to Potema’s rights in the event of material defects and defects of title, unless otherwise agreed below. The statutory provisions on final delivery of the goods to end consumers (sections 478, 479 BGB) remain unaffected in every case.

6.2 Potema will inspect the goods for defects without delay after delivery and will notify the supplier in writing of defects in the goods as regards type, quantity and visible transport damage without delay, at the latest within 8 working days of delivery of the goods. Potema will notify the supplier in writing of other defects in the goods, as soon as they are discovered in the ordinary course of business, within 14 working days of discovery of the defect. To this extent, the supplier waives the objection of late notification of defects.

6.3 The supplier warrants that the goods comply with the generally recognised rules of technology, the German Act on Protection against Hazardous Substances (Chemikaliengesetz), the relevant environmental protection regulations and codes, the occupational health and safety provisions and the accident prevention regulations of the employers’ liability insurance associations that are binding on us in each case.

6.4 Should the supplier fail to effect subsequent performance or to begin remedying the defects without delay after notification of defects, Potema may, in cases of particular urgency, remedy the defects itself at the supplier’s expense or commission a third party to do so. Potema is entitled to set off the costs required to remedy the defects or to assert a right of retention, even if the claim and the debt do not arise from the same transaction.

6.5 The warranty period is two years and begins when the goods are put into use by Potema. The warranty period is extended by the time during which the defective goods cannot be used for reasons attributable to the supplier. The limitation of warranty claims is also suspended for as long as the supplier has not finally rejected claims in writing after notification of defects.

7. Packaging and transport

The supplier is obliged to provide proper (and, where applicable, prescribed) packaging and adequate declaration. Unless otherwise agreed, the supplier must choose the means of dispatch most favourable for performance of the contract.

8. Invoicing and payment

8.1 Invoices must be submitted in a single copy for each delivery, stating precisely the order number and the item number of each individual item. Invoices must be sent by post or as a PDF file to a known email address. They must not be enclosed with the consignments. Invoices that are not submitted properly are deemed to have been received only from the point in time at which they are corrected.

8.2 Unless otherwise agreed, invoices are settled by bank transfer within 14 days less a 3 % early payment discount, or within 60 days net from the invoice date. If the goods ordered or the documents belonging to the order reach Potema only after the invoice, that later point in time is decisive for the start of the period. Ancillary costs that have to be evidenced by measurement sheets, timesheets and the like are recognised only after they have been checked and approved by Potema.

8.3 The supplier may assign the purchase price claim only with Potema’s prior consent. Consent may not be withheld without good cause.

8.4 In the event of a reduction in price by Potema, the purchase price may be withheld until agreement has been reached on the reduced purchase price. In the event of withdrawal from the contract, Potema will return the goods received to the supplier at the supplier’s cost and risk after receiving any payments already made, unless otherwise agreed. Potema is entitled to set off claims for the return of payments made towards the purchase price against claims of the supplier and to assert a right of retention.

9. Third-party claims

The supplier warrants that the delivery, use and operation of the goods or services supplied do not infringe any patents or other industrial property rights of third parties. The supplier undertakes to indemnify Potema on first demand against any claims that may be asserted by third parties on the grounds of infringement of such industrial property rights.

10. Order documents

10.1 Drawings and documents, in particular those required for the installation, operation and maintenance or repair of the item to be supplied, are to be made available by the supplier in good time, unprompted and free of charge.

10.2 All information, formulations, drawings, designs, films, originals and the like that are provided to the supplier for the performance of an order may not be used for other purposes, reproduced or made accessible to third parties, and remain the property of Potema. The same applies to documents that the supplier produces in accordance with Potema’s specifications.

10.3 The supplier must treat the order and the related work as confidential. The supplier is liable for all damage incurred by Potema as a result of the infringement of property and industrial property rights. All documents made accessible to the supplier must be returned without delay on request, together with all transcripts and/or reproductions.

Version and provider

(As at: September 2026)

POTEMA GmbH, Adalperostraße 29, 85737 Ismaning — further details are set out in the legal notice. If you have questions about individual clauses, you can reach us at info@potema.de or +49 89 2488 5690.