General terms and conditions of sale (GTC)

§ 1 General — Scope of application

1. Our Terms and Con­di­ti­ons of Sale shall app­ly exclu­si­ve­ly; we shall not reco­gni­ze any terms and con­di­ti­ons of the cus­to­mer that con­flict with or devia­te from our Terms and Con­di­ti­ons of Sale unless we have express­ly agreed to their vali­di­ty in wri­ting. Our Terms and Con­di­ti­ons of Sale shall also app­ly if we car­ry out the deli­very to the cus­to­mer without reser­va­ti­on in the know­ledge of terms and con­di­ti­ons of the cus­to­mer that con­flict with or devia­te from our Terms and Con­di­ti­ons of Sale.

2. All agree­ments made bet­ween us and the cus­to­mer for the pur­po­se of exe­cu­ting the con­tract are set down in wri­ting in this contract.

3. Our Terms and Con­di­ti­ons of Sale shall app­ly only to entre­pre­neurs. Entre­pre­neurs in the sen­se of the­se terms and con­di­ti­ons are natu­ral or legal per­sons or part­ners­hips with legal capa­ci­ty who act in the exer­cise of a com­mer­cial or inde­pen­dent pro­fes­sio­nal acti­vi­ty (§ 14 BGB).

4. Our Terms and Con­di­ti­ons of Sale shall also app­ly to all future tran­sac­tions with the Purchaser.


§ 2 Conclusion of contract

1. If the order is to be qua­li­fied as an offer accord­ing to § 145 BGB, we can accept it wit­hin 4 weeks. The accep­t­ance can be decla­red eit­her in wri­ting or by deli­very of the goods to the customer.

2. Our offers are sub­ject to chan­ge and non-bin­ding, unless other­wi­se sta­ted in the order confirmation.

3. We reser­ve the pro­per­ty rights and copy­rights to illus­tra­ti­ons, drawings, cal­cu­la­ti­ons and other docu­ments. This shall also app­ly to such writ­ten docu­ments which are desi­gna­ted as “con­fi­den­ti­al”. The purcha­ser requi­res our express writ­ten con­sent befo­re pas­sing them on to third parties.

4. If the Purcha­ser orders the goods elec­tro­ni­cal­ly, the User shall not be obli­ged to con­firm rece­i­pt without delay. If a con­fir­ma­ti­on of rece­i­pt is issued, this shall not con­sti­tu­te a bin­ding accep­t­ance of the order. Howe­ver, the con­fir­ma­ti­on of rece­i­pt may be com­bi­ned with a decla­ra­ti­on of acceptance.

5. The con­clu­si­on of the con­tract is sub­ject to the cor­rect and time­ly deli­very by our sup­plier. This shall only app­ly in the event that we are not respon­si­ble for the non-deli­very, in par­ti­cu­lar in the event of the con­clu­si­on of an implied covering tran­sac­tion with our supplier.The cus­to­mer shall be infor­med immedia­te­ly of the non-avai­la­bi­li­ty of the per­for­mance. The con­si­de­ra­ti­on will be refun­ded immediately.

6. If the cus­to­mer orders the goods elec­tro­ni­cal­ly, the text of the con­tract shall be stored by us and sent to the cus­to­mer by e‑mail upon request tog­e­ther with the­se Gene­ral Terms and Con­di­ti­ons. The­re are no fur­ther obli­ga­ti­ons towards the cus­to­mer in the case of con­tracts in elec­tro­nic busi­ness tran­sac­tions (§ 312 e para. 2 p. 2 BGB). In par­ti­cu­lar, the user is not obli­ga­ted to pro­vi­de the infor­ma­ti­on spe­ci­fied in the legal regu­la­ti­on pur­suant to Art. 241 of the Intro­duc­to­ry Act to the Ger­man Civil Code.


§ 3 Prices — terms of payment

1. Unless other­wi­se sta­ted in the order con­fir­ma­ti­on, our pri­ces are “ex works” exclu­ding trans­port and non-stan­dard pack­a­ging; the­se ser­vices will be invoi­ced separately.

2. If a deli­very peri­od of more than 4 mon­ths is agreed, we reser­ve the right to chan­ge our pri­ces accord­in­gly if cost reduc­tions or cost incre­a­ses occur after the con­clu­si­on of the con­tract, in par­ti­cu­lar due to collec­ti­ve wage agree­ments or chan­ges in the pri­ce of mate­ri­als. We will pro­vi­de evi­dence of the­se to the purcha­ser on request.

3. The sta­tu­to­ry value-added tax is not inclu­ded in our pri­ces; it will be shown sepa­r­ate­ly in the invoice at the sta­tu­to­ry rate on the day of invoicing.

4. The deduc­tion of cash dis­count requi­res a spe­cial writ­ten agreement.

5. Unless other­wi­se sta­ted in the order con­fir­ma­ti­on, the net purcha­se pri­ce (without deduc­tion) shall be paid no later than 10 days after rece­i­pt of the invoice or par­ti­al invoice. If the cus­to­mer is in default of pay­ment, we shall be enti­t­led to demand inte­rest on arre­ars in the amount of 8% abo­ve the respec­ti­ve base inte­rest rate p.a.. If we are able to pro­ve hig­her dama­ges cau­sed by default, we shall be enti­t­led to claim such dama­ges. Howe­ver, the cus­to­mer shall be enti­t­led to pro­ve to us that we have incur­red no dama­ge or signi­fi­cant­ly lower dama­ge as a result of the default in payment.

6. The cus­to­mer shall only be enti­t­led to set-off rights if his coun­ter­c­laims have been legal­ly estab­lis­hed, are undis­pu­ted or have been ack­now­led­ged by us. Fur­ther­mo­re, he shall be enti­t­led to exer­cise a right of reten­ti­on inso­far as his coun­ter­c­laim is based on the same con­trac­tu­al relationship.


§ 4 Scope of delivery — delivery time

1. The start of the deli­very time sta­ted by us pre­sup­po­ses the cla­ri­fi­ca­ti­on of all tech­ni­cal questions.

2. Com­pli­an­ce with our deli­very obli­ga­ti­on fur­ther pre­sup­po­ses the time­ly and pro­per ful­fill­ment of the purchaser’s obli­ga­ti­ons. We reser­ve the right to plead non-per­for­mance of the contract.

3. Minor tech­ni­cal chan­ges / impro­ve­ments are per­mit­ted until the ship­ment of the deli­very. In par­ti­cu­lar, such tech­ni­cal chan­ges are per­mis­si­ble which were not yet fore­see­ab­le at the time of con­clu­si­on of the con­tract and which have an effect in favor of the Purcha­ser with regard to the agreed scope of performance.

4. In the case of deli­very of soft­ware, we shall deli­ver a copy of the soft­ware to the Purcha­ser in machi­ne-read­a­ble for­mat. We shall pro­vi­de the data car­ri­er requi­red for the deli­very of the software.

5. We are enti­t­led to make par­ti­al deli­ve­ries. In this case, the cus­to­mer shall pay the con­tract pri­ce attri­bu­ta­ble to the par­ti­al delivery.

6. If the cus­to­mer is in default of accep­t­ance or vio­la­tes other obli­ga­ti­ons to coope­ra­te, we shall be enti­t­led to demand com­pen­sa­ti­on for the dama­ge incur­red by us in this respect, inclu­ding any addi­tio­nal expen­ses. We reser­ve the right to assert fur­ther claims.

7. If the con­di­ti­ons of para­graph 5 are met, the risk of acci­den­tal loss or acci­den­tal dete­rio­ra­ti­on of the object of sale shall pass to the Purcha­ser at the point in time at which the Purcha­ser is in default of accep­t­ance or debtor’s delay.


§ 5 Transfer of risk — packaging and transport costs

1. Unless other­wi­se sta­ted in the order con­fir­ma­ti­on, deli­very “ex works” is agreed.

2. Trans­port pack­a­ging and all other pack­a­ging shall not be taken back, with the excep­ti­on of pal­lets. The Purcha­ser shall be obli­ged to dis­po­se of the pack­a­ging at its own expense.

3. If the purcha­ser so desi­res, we shall cover the deli­very by trans­port insuran­ce; the cos­ts incur­red in this respect shall be bor­ne by the purchaser.


§ 6 Liability for material defects

1. The asser­ti­on of claims for mate­ri­al defects by the Purcha­ser shall requi­re that the Purcha­ser has duly com­plied with its obli­ga­ti­ons to inspect and give noti­ce of defects pur­suant to Sec­tions 377 and 378 of the Ger­man Com­mer­cial Code (HGB). The type and scope of the noti­ce of defects must be so pre­cise that we can see from its text which defect is being com­p­lai­ned about for which spe­ci­fic delivery.

2. If the purcha­sed item is defec­ti­ve, we shall first pro­vi­de a repla­ce­ment deli­very or reme­dy the defect (sub­se­quent per­for­mance) at the dis­cre­ti­on of the purcha­ser. If we pro­vi­de sub­se­quent per­for­mance, we shall be obli­ged to bear all expen­ses necessa­ry for this pur­po­se, in par­ti­cu­lar trans­port, tra­vel, labor and mate­ri­al cos­ts, pro­vi­ded that the­se are not incre­a­sed by the fact that the purcha­sed item was brought to a place other than the place of performance.

3. If the sup­ple­men­ta­ry per­for­mance fails, is unre­a­son­ab­le or if we are enti­t­led to refu­se the sup­ple­men­ta­ry per­for­mance becau­se it is only asso­cia­ted with dis­pro­por­tio­na­te cos­ts, the cus­to­mer may in princip­le redu­ce the remu­ne­ra­ti­on (reduc­tion) or with­draw from the con­tract at his dis­cre­ti­on. Howe­ver, in the event of an insi­gni­fi­cant bre­ach of con­tract, in par­ti­cu­lar in the event of only minor defects, the cus­to­mer shall not be enti­t­led to with­draw from the contract.

4. Claims for mate­ri­al defects shall not exist in the event of dama­ge occur­ring after the trans­fer of risk as a result of incor­rect or negli­gent hand­ling, exces­si­ve stress, use of unsui­ta­ble ope­ra­ting mate­ri­als, impro­per or omit­ted main­ten­an­ce, che­mi­cal, elec­tro­nic or electri­cal influ­en­ces, due to unsui­ta­ble instal­la­ti­on loca­ti­on, lack of sta­bi­li­ty or unsui­ta­ble fuse pro­tec­tion of the power sup­ply as well as due to natu­ral and wea­ther influ­en­ces or due to other exter­nal influ­en­ces which are not assu­med under the con­tract. If the purcha­ser or third par­ties enga­ged by the purcha­ser car­ry out impro­per modi­fi­ca­ti­ons, repairs or other main­ten­an­ce work, the­re shall be no claims for the resul­ting con­se­quen­ces. The same app­lies to chan­ges made to the deli­very item without our pri­or consent.

5. Spa­re parts sup­plied for repair which are assi­gned to spe­ci­fic pro­ducts or pro­duct are­as may only be used for such pro­ducts or pro­duct are­as. The­re shall be no war­ran­ty claims for mate­ri­al defects if the spa­re parts are not used as intended.

6. The war­ran­ty peri­od is one year from deli­very of the goods. This also app­lies to spa­re parts.

7. Gua­ran­tees in the legal sen­se requi­re in any case a writ­ten decla­ra­ti­on desi­gna­ted as “gua­ran­tee”. Manufacturer’s gua­ran­tees remain unaf­fec­ted by this.


§ 7 Standard software

1. Inso­far as stan­dard soft­ware is inclu­ded in the scope of deli­very, the Purcha­ser shall be gran­ted a non-exclu­si­ve right to install and use such soft­ware inclu­ding its docu­men­ta­ti­on for an unli­mi­ted peri­od of time.

2. Rights of use to third-par­ty soft­ware shall be acqui­red by the Purcha­ser direct­ly from such third par­ties. The Purcha­ser shall be enti­t­led to trans­fer the right of use gran­ted to it with the deli­very item to a third par­ty. In this case, the Purcha­ser must phy­si­cal­ly dele­te all copies of the pro­gram which are still avail­ab­le to it after trans­fer to the third par­ty. Pro­duc­ti­ve use of the soft­ware is only per­mit­ted for the Purchaser’s own com­pa­ny pur­po­ses, not for the pur­po­ses of third parties.

3. The Purcha­ser may only repro­du­ce, revi­se, trans­la­te or con­vert the soft­ware from the object code into the source code to the extent per­mit­ted by law (§ 69 a ff. UrhG). The Purcha­ser under­ta­kes not to remo­ve manufacturer’s infor­ma­ti­on, in par­ti­cu­lar copy­right noti­ces, or to chan­ge them without pri­or express consent.


§ 8 Customer specific software

If the sub­ject mat­ter of the con­tract is the pro­duc­tion of orde­rer-spe­ci­fic soft­ware, the fol­lowing pro­vi­si­ons shall app­ly in addition:

1. The sub­ject mat­ter of the con­tract, rights and obli­ga­ti­ons shall be set out in a per­for­mance cer­ti­fi­ca­te to be signed by both con­trac­ting par­ties and in a spe­ci­fi­ca­ti­on sheet or per­for­mance spe­ci­fi­ca­ti­on — if avail­ab­le. In addi­ti­on, the fol­lowing pro­vi­si­ons shall apply.

2. We trans­fer to the cus­to­mer the simp­le and non-exclu­si­ve right, unli­mi­ted in time, to use the soft­ware for its ent­i­re eco­no­mic life.

3. Addi­tio­nal pro­grams, opti­ons to the soft­ware, fur­ther hard­ware com­pon­ents, etc., for which the Purcha­ser deci­des at a later point in time, shall be inclu­ded in an adden­dum, to which the con­trac­tu­al pro­vi­si­ons shall also app­ly accordingly.

4. We shall sup­ply the cus­to­mer with a copy of the soft­ware in machi­ne-read­a­ble for­mat. We shall pro­vi­de the data car­ri­er requi­red for delivery.

5. Instal­la­ti­on, inst­ruc­tion, trai­ning shall be car­ri­ed out, if agreed, in accordance with the per­for­mance certificate.

6. During the time peri­od spe­ci­fied in the ser­vice cer­ti­fi­ca­te under “Test pha­se”, the soft­ware is tes­ted, wher­eby the func­tions to be tes­ted are descri­bed in the ser­vice cer­ti­fi­ca­te. After com­ple­ti­on of the tests, a writ­ten accep­t­ance test must be recor­ded. Any defects that have occur­red must be noted.

7. The scope of deli­very does not inclu­de the source code of the deli­ve­r­ed software.

8. The cus­to­mer is only enti­t­led to copy the soft­ware to the extent that this is necessa­ry for use in accordance with the con­tract. The Purcha­ser is aut­ho­ri­zed to install the soft­ware in the mass memo­ry of a com­pu­ter selec­ted by him, as well as to load it into the working memo­ry of the com­pu­ter. The cus­to­mer may not make any chan­ges to the soft­ware. This does not app­ly to chan­ges that are necessa­ry for the cor­rec­tion of errors, if we are in default with the cor­rec­tion of a defect, refu­se to cor­rect the error or are unab­le to cor­rect the error due to the ope­ning of insol­ven­cy proceedings.The decom­pi­la­ti­on of the pro­vi­ded soft­ware is not per­mit­ted. Excep­ti­ons to this are trans­la­ti­ons of the code form which are indis­pensable in order to obtain the infor­ma­ti­on requi­red to estab­lish the inter­ope­ra­bi­li­ty of an inde­pendent­ly crea­ted soft­ware with the pro­vi­ded soft­ware or with ano­t­her soft­ware, pro­vi­ded that the con­di­ti­ons spe­ci­fied in § 69 e UrhG (Ger­man Copy­right Act) are fulfilled.The infor­ma­ti­on obtai­ned in the cour­se of actions pur­suant to the abo­ve sec­tion 8 may not be used for pur­po­ses other than estab­li­shing the inter­ope­ra­bi­li­ty of the inde­pendent­ly crea­ted soft­ware. It may not be dis­c­lo­sed to third par­ties unless this is necessa­ry for the inter­ope­ra­bi­li­ty of the Inde­pendent­ly Crea­ted Software.

9. Mar­kings of the soft­ware, in par­ti­cu­lar copy­right noti­ces, trade­marks, seri­al num­bers or simi­lar, may not be remo­ved, chan­ged or made unrecognizable.

10. The trans­fer of the right of use is sub­ject to the reso­lut­o­ry con­di­ti­on of full pay­ment of the purcha­se pri­ce. Until this time, the trans­fer of the right of use is deemed to be temporary.


§ 9 Overall liability

1. We shall be liable in accordance with the sta­tu­to­ry pro­vi­si­ons if the cus­to­mer asserts claims for dama­ges based on intent or gross negli­gence, inclu­ding intent or gross negli­gence on the part of our repre­sen­ta­ti­ves or vica­rious agents.We shall also be liable in accordance with the sta­tu­to­ry pro­vi­si­ons if the cus­to­mer asserts claims for dama­ges based on an attri­bu­ta­ble inju­ry to body or health or the loss of life of the customer.

2. This shall not app­ly if we cul­p­a­bly vio­la­te an essen­ti­al con­trac­tu­al obli­ga­ti­on; in this case, our lia­bi­li­ty for dama­ges shall be limi­ted to the fore­see­ab­le, direct average dama­ge typi­cal for the contract.

3. The purchaser’s claims for dama­ges due to a defect shall beco­me sta­tu­te-bar­red one year after deli­very of the goods. This shall not app­ly if we can be accu­sed of gross negli­gence or in the event of bodi­ly inju­ry or dama­ge to health attri­bu­ta­ble to us or in the event of loss of life of the purchaser.

4. The man­da­to­ry pro­vi­si­ons of the Pro­duct Lia­bi­li­ty Act shall remain unaffected.


§ 10 Retention of title

1. We retain tit­le to the purcha­sed item until rece­i­pt of all pay­ments ari­sing from the busi­ness rela­ti­ons­hip with the purcha­ser. In case of bre­ach of con­tract by the cus­to­mer, in par­ti­cu­lar in case of default of pay­ment, we shall be enti­t­led to with­draw from the con­tract and to take back the object of sale.

2. The Purcha­ser shall be obli­ged to tre­at the purcha­sed goods with care; in par­ti­cu­lar, it shall be obli­ged to insu­re them ade­qua­te­ly at its own expen­se against dama­ge by fire, water and theft at repla­ce­ment value and to use them exclu­si­ve­ly for their inten­ded pur­po­se. Inso­far as main­ten­an­ce and inspec­tion work is requi­red, the Purcha­ser must car­ry this out in good time at its own expense.

3. In the event of sei­zu­res or other inter­ven­ti­ons by third par­ties, the purcha­ser must noti­fy us immedia­te­ly in wri­ting so that we can take legal action in accordance with § 771 of the Ger­man Code of Civil Pro­ce­du­re (ZPO). Inso­far as the third par­ty is not in a posi­ti­on to reim­bur­se us for the court and out-of-court cos­ts of an action pur­suant to § 771 ZPO, the cus­to­mer shall be liable for the loss incur­red by us.

4. The cus­to­mer shall be enti­t­led to resell the object of sale in the ordi­na­ry cour­se of busi­ness; howe­ver, he her­eby assigns to us all claims in the amount of the final invoice amount (incl. VAT) of our claim acc­ruing to him from the resa­le against his cus­to­mers or third par­ties. The cus­to­mer shall remain aut­ho­ri­zed to collect the claim after the assign­ment. Our aut­ho­ri­ty to collect the claim our­sel­ves shall remain unaf­fec­ted. Howe­ver, we under­ta­ke not to collect the claim as long as the cus­to­mer meets his pay­ment obli­ga­ti­ons from the pro­ceeds collec­ted, is not in default of pay­ment and, in par­ti­cu­lar, no app­li­ca­ti­on for the ope­ning of insol­ven­cy pro­cee­dings has been filed, or pay­ments have not been sus­pen­ded. If this is the case, howe­ver, we may demand that the cus­to­mer informs us of the assi­gned claim and its deb­tors, pro­vi­des all infor­ma­ti­on necessa­ry for collec­tion, hands over the rele­vant docu­ments and informs the deb­tors (third par­ties) of the assignment.

5. We under­ta­ke to release the secu­ri­ties to which we are enti­t­led at the request of the cus­to­mer to the extent that the rea­liz­ab­le value of our secu­ri­ties exceeds the claim to be secu­red by more than 10%; the selec­tion of the secu­ri­ties to be released shall be incum­bent upon us.


§ 11 Jurisdiction — Place of performance

1. Our place of busi­ness shall be the place of juris­dic­tion; howe­ver, we shall also be enti­t­led to sue the cus­to­mer at the court of his place of residence.

2. Unless other­wi­se sta­ted in the order con­fir­ma­ti­on, our place of busi­ness shall be the place of performance.


§ 12 Final provisions

1. Amend­ments and sup­ple­ments as well as col­la­te­ral agree­ments to the­se Gene­ral Terms and Con­di­ti­ons must be made in wri­ting. This shall also app­ly to the extent that the writ­ten form requi­re­ment set forth her­ein shall no lon­ger app­ly. Inso­far as a stric­ter form requi­re­ment is pre­scri­bed by law, this shall app­ly. The elec­tro­nic form with qua­li­fied elec­tro­nic signa­tu­re (§ 126a BGB) is equi­va­lent to the writ­ten form. Any other elec­tro­nic form (Sec­tion 127 (3) BGB) shall not replace the writ­ten form.

2. If any pro­vi­si­on of this con­tract is or beco­mes inva­lid, or if the con­tract does not con­tain a pro­vi­si­on that is necessa­ry in its­elf, this shall not affect the vali­di­ty of the remai­ning pro­vi­si­ons of this contract.

3. The con­tract is sub­ject to the law of the Federal Repu­blic of Germany.