General Terms and Conditions

§ 6 Accounts and transfer of risk on shipment

1. transfer of risk

The risk shall pass to the Contractor as soon as the consignment has been handed over to the person carrying out the transportation or has left the warehouse for the purpose of dispatch. If the shipment is delayed for reasons for which the Contractor is not responsible, the risk shall pass to the Client upon notification of readiness for shipment. The storage costs incurred in this case shall be borne by the Client.

2. packaging, shipment and insurance

The mode of shipment shall be determined at the Contractor's reasonable discretion, unless otherwise stipulated in the contract. The costs for packaging, shipping and insurance shall be borne by the client, if applicable.

3. obligation to give notice of defects

The duty to inspect and give notice of defects is governed by § 377 HGB. The Contractor shall inspect the delivery immediately upon receipt, including for any externally unrecognizable transport damage, and shall immediately notify the transport company and the Contractor in writing of any damage.

§ 7 Retention of title

The contractor shall retain title to the goods sold until all payments arising from the business relationship with the contractual partner have been received. In the event of seizures or other interventions by third parties, the Customer must notify the Contractor immediately and provide information about the seizure by submitting the enforcement protocol. Until all payments from the entire business relationship have been received, the Contractor shall be entitled to withdraw from the contract and demand the return of the purchased item if the contractual partner acts in breach of contract, in particular in the event of default in payment. We reserve the right to claim damages (in particular loss of profit).

§ 8 Offsetting and rights of retention

The client may only offset counterclaims or assert rights of retention if his counterclaims are legally established, undisputed or recognized.

§ 9 Warranty claims for defects

The warranty for defects and the associated deadlines are generally based on the statutory provisions, which also depend on the respective type of contract, but in accordance with the following provisions: If the client claims a defect, it must prepare a comprehensible defect report and give the contractor the opportunity to investigate and, if necessary, rectify the defect.

If a defect is reported in good time, the Client must first demand that the Contractor rectify the defect or supply a replacement free of charge. Subsequent claims for withdrawal (rescission of the contract) or reduction (reduction of the purchase price) shall remain excluded until then. Only if attempts at rectification have failed at least three times, or the replacement deliveries repeatedly show the same defect and it becomes unreasonable for the client to wait any longer, shall the rights to rescission and reduction be revived. However, the contractual partner may not withdraw from the contract if the defect is only insignificant.

If the contractual partner decides to withdraw from the contract due to a defect after subsequent performance has failed, he shall not be entitled to any additional claim for damages due to the defect. In the case of the sale of goods, such as hardware, the Client must first send these, together with a comprehensible description of the defect, to the Contractor's place of business at its own expense and risk for examination and, if necessary, rectification. If the inspection reveals that there was no defect, the contractual partner is obliged to pay the costs of the inspection at the usual rate. The statutory provisions of §§ 478, 479 BGB on the recourse of the entrepreneur remain unaffected. Reduced goods from sales or used products are excluded from the warranty. Claims for defects on the part of the client shall lapse 12 months after the transfer of risk, unless there is mandatory statutory liability for intent or the law prescribes longer periods. This limitation period shall apply to all claims, in particular also claims for compensation for consequential damages in connection with any defects. Any guarantees on the part of the Contractor shall be governed by the specific agreement made in each case.

§ 10 Liability, compensation for damages

The liability of the Contractor, its legal representative or vicarious agent for slightly negligent breach of insignificant contractual obligations is excluded. In the event of a breach of material contractual obligations which is not due to intent or gross negligence on the part of the Contractor, liability shall be limited to the foreseeable direct damage typical of the contract. Liability is excluded for damages due to defects of title, for indirect damages, consequential damages or loss of profit, unless the liability is based on intent or gross negligence on the part of the Contractor's executive bodies or executives. The Client shall be obliged to back up data at regular intervals on its own responsibility. The Contractor shall not assume any liability for loss of data or the costs of useless data input or any recovery costs. Insofar as the Contractor's liability is excluded or limited in accordance with the above provisions, this shall also apply with regard to the personal liability of the bodies, representatives, employees and vicarious agents. Liability under the Product Liability Act remains unaffected by the above limitations of liability.

§ 11 Miscellaneous

1. choice of law

All contracts under this agreement are subject exclusively to the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

2. place of performance and jurisdiction

The place of performance and exclusive place of jurisdiction is the location of the Contractor's principal place of business, as the respective contractual partners are merchants, legal entities under public law or special funds under public law. However, the Contractor shall also be entitled to sue the contractual partner at any other legal place of jurisdiction.

3. data protection, data secrecy

Data protection is of the utmost importance in this highly sensitive business area. The parties therefore mutually undertake to keep all business and trade secrets of the other party secret, not to pass them on to third parties or to utilize them in any way. The documents and information that the other contractual partner receives as a result of the business relationship may only be used within the scope of the respective contractual purpose. The parties undertake to obligate all employees, vicarious agents and subcontractors involved in the project or data processing in writing to comply with the data protection regulations in accordance with § 5 BDSG, among others. These obligations shall survive the termination of the contract.

4. severability clause

Should one or more provisions of these General Terms and Conditions be or become invalid or should they contain a loophole, the parties shall replace or supplement the invalid or incomplete provision with an appropriate provision that corresponds as closely as possible to the economic purpose of the intended provision. The validity of the remaining provisions shall remain unaffected.

5 Translations

In the case of translated versions, the German version of the General Terms and Conditions in the current version shall prevail.

6 Arbitration agreement

All disputes arising in connection with the contract or its validity shall be finally settled in accordance with the Rules of Arbitration and the Supplementary Rules for Expedited Proceedings of the German Institution of Arbitration (DIS) without recourse to the ordinary courts of law. The place of arbitration shall be the Contractor's place of business. The applicable substantive law shall be German law. The language of the arbitration proceedings shall be German.