General Terms and Conditions (T&C)
for consulting, engineering, and management services
CMS Industrial Engineering – a brand of m-tec powder Germany GmbH
As of August 2026
1. Provider and Scope of Application
1.1 The provider of the services offered under the CMS Industrial Engineering brand is the
m-tec powder Germany GmbH
Widackerring 36, 27607 Geestland, Germany
– hereinafter referred to as “CMS.”
1.2 These General Terms and Conditions apply to all consulting, engineering, management, project, and other services that CMS provides to business entities as defined in § 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law.
1.3 CMS provides the services covered by these Terms and Conditions exclusively in the context of business-to-business (B2B) transactions. Contracts with consumers are not entered into on the basis of these Terms and Conditions.
1.4 Any conflicting or supplementary terms and conditions of the client shall only become part of the contract if CMS has expressly agreed to their validity.
1.5 In the event of any conflict, individual agreements—in particular, offers, order confirmations, project contracts, statements of work, and project terms agreed upon in writing—shall take precedence over these General Terms and Conditions.
2. Service Areas
2.1 CMS provides, in particular, consulting, engineering, and support services in the following areas:
Interim Management
Industrial Engineering
Operations and Operational Excellence
Production and Process Optimization
Technical Due Diligence
Safety & Compliance
Occupational Safety, Fire Safety, and Explosion Protection
Plant and Operational Safety
Permit Management
Technical Project Development and Project Management
Restructuring and Industrial Transformation
Production Relocations
Commissioning and Production Ramp-ups
Technical assessment of production facilities, sites, and companies
Technical support for investments, acquisitions, and corporate transactions.
2.2 The specific subject matter, scope, and objectives of each engagement are set forth in the proposal, the order confirmation, the project agreement, or any other individual agreement.
2.3 Unless otherwise expressly agreed, CMS provides services. CMS is not obligated to achieve any specific economic, technical, regulatory, or other results.
3. Fundamentals of Service Delivery
3.1 CMS shall provide its services in accordance with the professional and technical standards recognized at the time the services are rendered and based on the agreed-upon scope of services.
3.2 Analyses, recommendations, evaluations, and concepts are based on the information available to CMS, the agreed-upon scope of the study, and the factual, technical, and legal conditions known at the time the services are provided.
3.3 Unless expressly specified in the engagement agreement, CMS is not obligated to verify the accuracy or completeness of information and documents provided by the client or third parties.
3.4 Changes in the factual, technical, economic, or legal circumstances following the completion of an investigation or consultation do not give rise to any obligation on the part of CMS to provide subsequent updates, unless this has been separately agreed upon.
4. The Client’s Obligations to Cooperate
4.1 The Client shall provide CMS in a timely manner with all information, documents, data, access rights, and other materials necessary for the performance of the contract.
4.2 The client is responsible for the accuracy and completeness of the information provided by the client or on the client’s behalf, unless verification of such information is expressly specified in the contract.
4.3 The Client shall promptly inform CMS of any circumstances known to it that may be relevant to the execution of the project or to technical, operational, safety-related, or regulatory assessments.
4.4 Delays or additional work resulting from the client’s failure to cooperate, or from late, incomplete, or incorrect cooperation, may lead to a reasonable adjustment of project deadlines and compensation.
5. Interim Management
5.1 As part of interim management engagements, CMS undertakes temporary management, leadership, project, or operational support tasks in accordance with the scope of services agreed upon on a case-by-case basis.
5.2 The role, scope of responsibilities, reporting lines, and any decision-making and directive authority are determined on a case-by-case basis for each mandate.
5.3 An interim management engagement does not confer any position within the corporate body, power of procuration, authority to act, or any other legal authority to represent the company, unless such authority has been expressly and separately agreed upon or granted.
5.4 Responsibilities legally assigned to the Client, its organs, employers, operators, or other responsible persons shall, as a general rule, remain with them, unless a transfer is permitted by law and has been expressly agreed upon.
6. Safety & Compliance
6.1 CMS assists the Client, in particular, with the analysis, evaluation, development, and improvement of security, compliance, licensing, and management systems.
6.2 CMS’s services do not relieve the client or its responsible persons of their statutory obligations as operators, employers, and in terms of organization, control, and supervision.
6.3 To the extent that CMS prepares assessments or recommendations—particularly in the areas of occupational safety, fire safety, explosion safety, plant safety, or operational safety—these shall be based on the expressly agreed scope of the investigation and the circumstances known to CMS at the time the services were provided.
6.4 CMS cannot guarantee that regulatory approvals, permits, certifications, authorizations, or other decisions by government agencies, testing bodies, or other third parties will be granted.
6.5 To the extent that services require specific legal qualifications, licenses, certifications, or expert designations, such services will be provided only if the relevant requirements are met or if appropriately qualified third parties are involved.
7. Technical Due Diligence
7.1 Technical due diligence reviews are conducted exclusively within the scope of the review agreed upon in the respective engagement.
7.2 CMS is entitled, when conducting due diligence, to access information and documents provided by the Client, the Target Company, the Seller, the Seller’s advisors, or other third parties.
7.3 An independent review of this information for completeness and accuracy will be conducted only to the extent that it is expressly included in the agreed scope of the audit.
7.4 Legal, tax, financial statement, or audit reviews are not part of a technical due diligence, unless this has been expressly agreed upon and CMS is authorized to perform the respective service.
7.5 CMS’s findings and assessments do not constitute a guarantee of the future technical, operational, or economic performance of a company, facility, site, or project.
7.6 Due diligence reports and similar work products are intended solely for the client and for the purpose specified in the engagement.
7.7 Disclosure to third parties or use for any purpose other than the agreed-upon one requires the prior consent of CMS, unless otherwise agreed upon in the respective order.
8. Operations and Production Optimization
8.1 CMS assists the client in analyzing and optimizing industrial processes, production facilities, organizations, and operational procedures.
8.2 Recommendations regarding productivity, capacity, costs, quality, safety, or other operational metrics are based on the information and conditions available at the time of the analysis.
8.3 Forecasts, potential estimates, business cases, and similar calculations do not guarantee that the results presented will actually be achieved.
8.4 The decision regarding the implementation of recommendations, as well as responsibility for day-to-day operations, remains with the Client, unless CMS has been expressly tasked with the corresponding operational duties.
9. Changes and Expansions to the Scope of Services
9.1 Changes and additions to the agreed-upon scope of services may be mutually agreed upon during a project.
9.2 Services that exceed the scope originally agreed upon will be billed separately in accordance with the agreement made for such services or, in the absence of such an agreement, based on the time required and the agreed-upon or customary rates of compensation.
9.3 To the extent that changes affect deadlines, resources, or costs, the relevant project parameters must be adjusted accordingly.
10. Compensation and Incidental Expenses
10.1 Compensation is determined in accordance with the applicable offer, project contract, or other individual agreement.
10.2 Unless otherwise specified, all prices and fees are exclusive of the applicable statutory sales tax.
10.3 Unless expressly included in the agreed-upon fee, necessary and reasonable travel, lodging, transportation, and other project-related incidental expenses will be billed separately.
10.4 Compensation for travel time is determined in accordance with the respective individual agreement.
10.5 For long-term or large-scale projects, CMS is entitled to issue appropriate progress or interim invoices based on the project’s progress or the agreed-upon billing periods.
11. Terms of Payment
11.1 Invoices are due for payment without any deductions within the payment period specified in the respective offer, contract, or invoice.
11.2 In the event of late payment, the statutory provisions shall apply.
11.3 If the Client is in default on a material, due and payable obligation, CMS may, after providing reasonable prior notice, suspend further services until the obligation is settled, to the extent that this is reasonable in light of the interests of both parties.
12. Deadlines and Project Durations
12.1 Specified project deadlines and schedules are binding only if they have been expressly agreed upon as binding.
12.2 Delays caused by a lack of or delayed cooperation on the part of the client shall extend the agreed performance deadlines accordingly.
12.3 Events beyond CMS’s reasonable control—in particular, force majeure, government actions, significant operational or infrastructure disruptions, or similar unforeseeable events—shall extend the relevant performance deadlines by a reasonable period.
13. Use of Employees and Third Parties
13.1 CMS is entitled to engage suitable employees, independent specialists, business partners, or subcontractors to carry out an order, unless it has been expressly agreed that the services will be provided personally by a specific individual.
13.2 When selecting personnel to be assigned to a project, CMS takes into account their professional qualifications and the requirements of the respective project.
13.3 CMS remains responsible to the Client for the contractual performance of the services CMS is obligated to provide.
14. Confidentiality
14.1 CMS and the Client agree to treat as confidential any technical, commercial, and operational information of the other party that comes to their knowledge in the course of their collaboration.
14.2 Confidential information may be used solely for the purposes of the respective project.
14.3 Information that is
are publicly known or become publicly known without any breach of duty,
which the receiving party can demonstrably prove it already knew of in a lawful manner,
were lawfully disclosed by an authorized third party, or
must be disclosed due to statutory requirements or an order from a government agency or court.
14.4 Separately entered non-disclosure agreements (NDAs) take precedence over these provisions.
15. Intellectual Property and Rights of Use
15.1 CMS retains ownership of its pre-existing know-how, methods, models, calculation procedures, templates, concepts, data structures, and other intellectual property.
15.2 The Client shall be granted the rights of use necessary for the contractually agreed purpose with respect to the work products created specifically for the Client.
15.3 The publication or disclosure of reports, expert opinions, analyses, or other work products to third parties requires CMS’s consent, unless such authorization is already implied by the respective engagement or its purpose.
15.4 General technical knowledge, methods, experience, and insights that CMS acquires or further develops in the course of a project—and that do not contain any confidential information or infringe upon the Client’s proprietary rights—may also be used by CMS in the context of other projects.
16. The Client’s Responsibility
16.1 The client is generally responsible for making its own business, technical, economic, and investment-related decisions.
16.2 CMS’s analyses, recommendations, forecasts, and evaluations serve as technical bases for decision-making within the agreed-upon scope of services.
16.3 To the extent that the implementation of a recommendation depends on additional technical, legal, regulatory, tax, or economic requirements, it is the Client’s responsibility to review and take such requirements into account, unless such review is expressly included in the scope of CMS’s engagement.
17. Liability
17.1 CMS shall have unlimited liability in cases of willful misconduct and gross negligence, as well as for damages resulting from injury to life, body, or health, in accordance with applicable law.
17.2 In the event of a breach of a material contractual obligation due to slight negligence, CMS’s liability is limited to the damages typical of the contract and foreseeable at the time the contract was concluded. Material contractual obligations are those obligations whose fulfillment is essential to the proper performance of the contract and on whose fulfillment the client may reasonably rely.
17.3 In all other respects, CMS's liability for damages caused by slight negligence is excluded to the extent permitted by law.
17.4 The foregoing liability provisions apply mutatis mutandis to the benefit of CMS’s legal representatives, employees, and agents.
17.5 Mandatory statutory liability provisions remain unaffected.
18. Cancellation and Termination of Projects
18.1 Current consulting, management, and service contracts may be terminated in accordance with the individually agreed-upon notice periods.
18.2 The right of both parties to terminate the contract for cause remains unaffected.
18.3 Services that have been properly rendered prior to the effective date of termination must be paid for.
18.4 Project-related third-party and incidental costs that have already been incurred and can no longer be avoided shall be reimbursed by the Client, provided that such costs were incurred in accordance with the contract.
19. References and Company Identification Numbers
19.1 The client’s name, company emblem, or logo may be used as a publicly accessible reference only with the client’s prior consent.
19.2 The name "CMS Industrial Engineering," the associated logo, and other corporate and product trademarks used by CMS may not be used for the Client's own business purposes without prior consent.
20. Governing Law and Jurisdiction
20.1 The business relationship shall be governed by the laws of the Federal Republic of Germany, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods, to the extent that such convention might apply to the contractual relationship in question.
20.2 Provided that the statutory requirements for an agreement on the place of jurisdiction are met, the place of business of m-tec powder Germany GmbH shall be the place of jurisdiction for disputes arising out of or in connection with the contractual relationship.
20.3 Mandatory statutory venues of jurisdiction remain unaffected.
21. Final Provisions
21.1 Individual agreements between CMS and the Client shall take precedence over these General Terms and Conditions.
21.2 If any provision of these General Terms and Conditions is or becomes invalid, in whole or in part, the remaining provisions shall remain unaffected. The invalid provision shall be replaced by the applicable statutory provisions.
Providers and Contract Partners
m-tec powder Germany GmbH
, operating under the brand name
CMS Industrial Engineering
Widackerring 36, 27607 Geestland
Represented by the managing director:
Carsten Schultz
Court of Registration: Tostedt
Commercial Register Number: HRB 212477
Email: contact@cms-engineering.de