T&C

These General Terms and Conditions of Sale and Delivery apply to all contracts concluded between the company and the buyer, as well as to all other agreements made within the scope of the business relationship. The customer’s general terms and conditions explicitly do not form part of the contract, even if the company does not expressly object to them. If the customer does not wish to accept the following General Terms and Conditions of Sale and Delivery, they must notify the company of this in writing in advance.

All invoices issued by the company are payable within ten days from the invoice date. The relevant date is the date on which the payment is received by the company. In the event of default, the company is entitled to withhold further deliveries and services. In case of delayed payment by the customer, the company is entitled to charge interest at a rate of 5% above the applicable base interest rate.

All prices are exclusive of the applicable statutory VAT. The company is entitled to make partial deliveries.

All offers are non-binding. Delivery is subject to availability. All delivery dates stated by the company are non-binding, unless a delivery date has been expressly confirmed in writing as binding. If the buyer requests changes or additions to the order after it has been placed, or if other circumstances arise that make it impossible for the company to meet the delivery date — even though the company is not responsible for these circumstances — the delivery date shall be postponed by a reasonable period. If the company is prevented from fulfilling the contract on time — for example, due to procurement, manufacturing, or delivery disruptions at the company or its suppliers — the general legal principles shall apply, with the provision that the customer may set a grace period of six weeks after the lapse of one month. If the failure to meet a binding delivery date is demonstrably due to mobilization, war, civil unrest, strikes, lockouts, or other circumstances beyond the company’s control according to general legal principles, the delivery period shall be extended accordingly. The customer may withdraw from the contract if, after the extended period, they set a reasonable final deadline for the company. Withdrawal must be made in writing if the company does not fulfill within the grace period. If performance becomes wholly or partly impossible for the company due to the aforementioned reasons, the company shall be released from its delivery obligations.

Shipping and transport insurance costs are generally borne by the customer, with the choice of shipping route and method at the company’s sole discretion. The customer is obligated to inspect the goods immediately upon arrival and report any visible transport damage or packaging defects to the company in writing without delay. The same applies to hidden damages. If the company loses its claims against the insurance provider or subcontractor due to the customer’s failure to fulfill this obligation, the customer shall be liable for all resulting costs. Risk transfers to the customer as soon as the goods leave the company’s factory or warehouse.

Delivered hardware remains the property of the company until full payment of all claims arising from the business relationship with the customer — including any ancillary claims — has been received. The customer is obliged to properly insure the items subject to the company’s retention of title (i.e., against theft, fire, water damage, and power surges) and to provide proof of such insurance to the company upon request. In the event of damage, the customer’s insurance claim shall be deemed assigned to the company. The customer is not authorized to dispose of the items subject to retention of title. In the event of seizure or confiscation, the customer must immediately inform the company in writing and must immediately notify third parties of the company’s ownership rights in an appropriate manner. Should the customer nevertheless sell the items and the company approve such a sale, the customer hereby assigns all claims against the purchaser to the company at the time of the contract conclusion. The customer is obliged to provide the company with all necessary information to assert these rights and to perform any required acts of cooperation.

The company shall be liable for intent and gross negligence in accordance with statutory provisions. In cases of slight negligence, the company shall only be liable if a material contractual obligation (cardinal duty) has been breached, or in the event of delay or impossibility. In cases of liability due to slight negligence, such liability is limited to damages that are foreseeable and typical. Liability for the absence of guaranteed characteristics, fraudulent intent, personal injury, legal defects, under the Product Liability Act, and under the Federal Data Protection Act remains unaffected.

In the event that the company is held liable under warranty or general liability, any contributory negligence on the part of the customer shall be taken into account appropriately — particularly in the case of insufficient error reporting or inadequate data backup. Data backup is deemed inadequate especially when the customer has failed to take proper safeguards, in line with current technological standards, to protect against external influences — particularly computer viruses or other phenomena that could jeopardize individual data or entire data inventories.

The company warrants that the goods are free from defects that nullify or impair their value or suitability for their customary or contractually assumed use.

The company and the customer agree that the statements and descriptions contained in the manual and/or price list regarding both hardware and software do not constitute assurances of specific properties.

The warranty period is twelve months and begins on the date of delivery. If the customer is a consumer under the German Civil Code, the warranty period is two years from the date of delivery. The customer must report any defects arising during the warranty period to the company in writing without delay. The warranty does not include the elimination of defects caused by normal wear and tear, external influences, or operating errors. The warranty also expires if the customer, without the company’s consent, modifies devices, components, or additional equipment themselves or has them modified by third parties — unless the customer can prove that the respective defect was not caused in whole or in part by such changes and that such changes do not hinder the correction of the defect.

If a defect complaint is justified, the customer shall grant the company a reasonable period to remedy the defect. The customer must inform the company which type of remedy — improvement of the delivered item or delivery of a new, defect-free item — is desired. However, the company is entitled to refuse the selected remedy if it can only be performed at disproportionate cost, and when the other type of remedy would not cause significant disadvantage to the customer. The company may also refuse any remedy if both options are only possible at disproportionate cost.

To carry out the remedy for the same or a related defect, the company shall be granted two attempts within the deadline set by the customer. If the second remedy attempt fails, the customer is entitled to withdraw from the contract or reduce the purchase price. The right to withdraw from the contract or reduce the purchase price may already be exercised after the first failed attempt at remedy if a second attempt is unreasonable. If the company refuses the remedy under the above conditions, the customer has the immediate right to reduce the price or withdraw from the contract.

The right to withdraw due to an insignificant defect is excluded.

If the customer invokes warranty claims and it turns out that either no defect exists or the reported defect is not subject to warranty, the customer must reimburse the company for all costs incurred, provided the customer acted negligently or intentionally. The delivery of user manuals in English is permissible, as long as the contractual item is not localized for a particular market. The same applies if the product is generally only available in English.

The customer must inspect the software immediately upon delivery and promptly notify the seller in writing of any obvious defects.

The company warrants for a period of twelve months from the date of delivery that the software substantially conforms to the functionality described in the program documentation and accompanying printed material. If the customer is a consumer within the meaning of the German Civil Code, the warranty period is two years from the date of delivery.

If a defect occurs, it must be described in detail in a written notice of defect in such a way that verification of the defect (e.g. submission of error messages) is possible, and any operating error can be ruled out (e.g. by specifying the steps performed).

If the notice of defect is justified, the customer shall grant the company a reasonable period for supplementary performance. The customer must inform the company of the type of supplementary performance requested — improvement of the delivered item or delivery of a new, defect-free item. The company is entitled to refuse the selected type of supplementary performance if it can only be carried out at disproportionate cost and if the other type of remedy would not pose significant disadvantages to the customer. The company may also refuse any remedy if both options would result in disproportionate costs for the company.

To perform the remedy for the same or a directly related defect, the company shall be granted two attempts within the deadline set by the customer. If the second attempt at remedy fails, the customer may withdraw from the contract or reduce the purchase price. The right to withdraw or reduce may already be exercised after the first unsuccessful remedy attempt if a second attempt would be unreasonable for the customer. If the company refuses to remedy the defect under the aforementioned conditions, the customer shall have the immediate right to reduce the purchase price or withdraw from the contract.

Withdrawal due to an insignificant defect is excluded.

If the customer invokes warranty and it is determined that either no defect exists or the claimed defect is not covered under warranty, the customer shall reimburse the company for all resulting costs, provided the customer acted negligently or intentionally. No liability is assumed for the software’s suitability for the customer’s purposes or for interaction with the customer’s existing software.

The delivery of manuals and documentation about the software includes printed materials / program descriptions and the user guidance integrated into the software and/or online help, as well as instructions, only if explicitly agreed upon in writing between the parties. In the case of such explicit agreement on the scope and content of documentation to be delivered, the provision of a quick-start guide is sufficient unless the parties have agreed in writing on more specific specifications.

The delivery of user documentation in English is permissible unless the subject matter of the contract is fully localized for the specific market. The same applies if the contractual object is generally only available in English.

The company and the customer mutually agree to keep all business and trade secrets of the other party confidential for an unlimited period of time. They shall not disclose such information to third parties or exploit it in any way. Documents, drawings, and other information received by either party in the course of the business relationship may only be used for the purposes specified in the respective contract.

Data stored by the company in electronic records or in any other electronic form shall be considered admissible evidence for verifying data transmissions, contracts, and executed payments between the parties.

Without the express permission of the company, the purchaser is not permitted to export goods acquired from the company to countries outside the EU. Furthermore, the purchaser must comply with all relevant export regulations, particularly those under the Foreign Trade and Payments Ordinance as well as, if applicable, regulations under U.S. law.

The purchaser acknowledges that the resale of any products imported from the USA is subject to the export control regulations of the United States of America, which govern the export and re-export of hardware, software, technical data carriers, and direct products of technical data carriers, including services related to the use of such products. The purchaser agrees not to export or re-export directly or indirectly any products, information, or documentation imported from the USA, or associated therewith, to any country or end user without first obtaining the necessary authorization from the relevant authority. Such authorization must be obtained from the U.S. Department of Commerce, Bureau of Industry and Security, or a comparable authority. The same applies to all uses by the end user that are restricted under U.S. regulations. These regulations particularly apply to countries currently subject to restrictions, including: Cuba, Haiti, former Yugoslavia (Serbia and Montenegro), Iran, Iraq, North Korea, Syria, and Vietnam.

End users subject to these restrictions include: any end user known to the purchaser or for whom there is reasonable suspicion that products imported from the USA will be used for the design, development, or production of rockets or missile technology, nuclear weapons, or chemical and biological weapons.

End use subject to these restrictions includes: any use of products imported from the USA in connection with the design, development, or production of rockets or missile technology, nuclear weapons, or military technology, or for chemical and biological weapons.

Should any individual provision of these General Terms and Conditions be or become wholly or partially invalid, this shall not affect the validity of the remaining provisions. Instead of the invalid provision, a provision shall apply that most closely reflects the intended purpose.

No side agreements have been made. Additions to the contract shall only be valid if confirmed in writing.

The customer may assign rights arising from a business relationship with the company only with the company’s prior written consent. The customer may only offset claims against the purchase price if such claims are acknowledged by the company or have been legally established by a court.

The place of jurisdiction, to the extent legally permissible, shall be the registered office of the company (headquarters) in the Federal Republic of Germany. German law shall apply exclusively.