§ 1 Scope

The following general terms and conditions of business and delivery apply exclusively - even if no reference is made to them in individual cases - for all our offers, deliveries and services and work, and in particular also for future transactions.

Deviating agreements require our written confirmation to be effective. The aforesaid written form clause can only be canceled in writing.

Deviating conditions of the customer do not apply even if we do not expressly object to them in individual cases.

§ 2 Offers and conclusion of contract/specifications

(1) Our offers and cost estimates are always non-binding and subject to change. Our written acceptance of the order is decisive for the conclusion of the contract. Dimensions, weights, illustrations, drawings and other information are only binding for the execution if this is expressly confirmed in writing.

The technical data of our own products and those in our commercial program are subject to change.

(2) Our order confirmation alone is decisive for the scope of the order. Subsequent additions, amendments or other ancillary agreements require our written confirmation to be effective.

(3) Upon request, the purchaser is to produce a specification that summarizes the requirements for the IT system or software. We will cooperate within the scope of our possibilities, insofar as this should be necessary. Participation in the creation of a specification is subject to separate remuneration.

§ 3 Prices

(1) The agreed prices are net prices in euros without packaging, freight and insurance. The respective statutory VAT included. The buyer bears the costs for freight and packaging.

(2) The quantities determined by us are decisive for the calculation if the recipient does not object immediately.

(3) If order-related costs change significantly after the conclusion of the contract, the contracting parties are obliged to agree on an adjustment of the prices. A change is significant if the fees change by more than 20%. If an agreement fails, we are entitled to withdraw within two weeks of the failure of the negotiations.

§ 4 Terms of Payment

(1) The invoice amount is due for payment upon delivery without deduction. The granting of rebates and cash discounts requires a separate written agreement. Payments are to be made by bank transfer to our business account free of charge. Payment is made as soon as we can dispose of the credit.

Checks are only accepted by special agreement and only on account of payment. All expenses incurred and other costs are at the expense of the customer. The check only counts as payment after it has been redeemed.

(2) If the customer is in default of payment, we are entitled to charge default interest of 8 percentage points above the base interest rate without separate proof.

(3) In the case of installment payments, the entire remaining amount is due immediately if the customer is in arrears with 2 installments or if he is in arrears over a period of more than 2 installment payment dates by an amount that reaches one installment .

(4) Offsetting is only permitted with undisputed or legally established claims. A right of retention on the part of the customer is excluded unless it is based on the same contractual relationship.

(5) We are entitled to demand advance payments for services rendered. Likewise, we are entitled to demand reasonable advance payments for our services.

§ 5 Delivery

(1) We deliver from our works or distribution center, unless expressly agreed otherwise.

(2) The delivery dates mentioned are only non-binding guidelines unless we have expressly designated them as binding.

(3) The delivery period begins with the dispatch of the order confirmation, but not before the documents, approvals, releases to be provided by the customer have been provided and before an agreed down payment has been received.

(4) The delivery period is met if the subject of the order has been dispatched by the end of the period or the customer has been notified of the readiness for dispatch.

(5) Unforeseen events that are beyond our control (e.g. breakdowns, strikes, lockouts at our premises, at one of our suppliers or at a transport company) extend the delivery time appropriately. The same applies to subsequent changes to the order.

(6) Correct and timely self-delivery remains reserved. We are entitled to early deliveries and partial deliveries as well as partial invoices. Furthermore, we are entitled to change or deviate from the agreed subject matter of the order if this change or deviation is reasonable for the customer, taking our interests into account.

(7) In the event of a delay in delivery, the customer may, after setting us a reasonable deadline for performance, withdraw from the contract with regard to the part that has not yet been fulfilled. The customer can only withdraw from the entire contract if he is not interested in the partial performance.

(8) If the delivery is delayed at the request of the customer or if the customer is in default of acceptance, the costs incurred by storage will be charged from the calendar month following notification of the provision of the order items. However, after a reasonable period of time has expired, we are entitled to otherwise dispose of the object of the order and to supply the customer again with a reasonably extended delivery period.

(9) We shall not be in default if the customer is in arrears with the provision of information that is necessary for the execution of the contract.

§ 6 Transfer of risk

(1) The risk passes to the customer when the order items leave our works or warehouse, regardless of whether they use our own or third-party means of transport.

(2) If the delivery is delayed due to a circumstance for which the customer is responsible, the risk passes to the customer upon notification that the order items are ready. This also applies if partial deliveries are made or if we have taken on other services, such as shipping costs, delivery or installation.

(3) A delivery will not be insured against breakage and transport damage, fire, theft or similar unless the customer specifically requests it. If the customer requests insurance, this will be taken out at the customer's expense.

§ 7 Retention of title

(1) We reserve title to all objects of the order until all current and future claims from the business relationship with the customer have been paid in full.

This applies regardless of the legal basis and the time at which the claims arose, in particular also for claims from cheques, instructions or the balance to be settled by the customer from an existing current account relationship.

(2) The customer may neither pledge nor assign as security an order item that is subject to retention of title. In the event of seizure, confiscation or other dispositions by third parties, he must notify us immediately. He may only resell order items that are subject to retention of title in the ordinary course of business, provided that the claim from the resale is transferred to us.

In the event of resale, the customer hereby assigns his claims from the resale of the order items, including the corresponding claims from checks with all ancillary rights, to us. In the event that an order item is sold together with other goods that do not belong to us for a total price, the assignment is only in the amount that we have charged the customer for the order item sold, including VAT. A special declaration of assignment for the individual sale is not required.

(3) The customer collects the claims from the resale  in trust as long as we agree to this. At our request, he informs his customers of the assignment and at the same time notifies us.

(4) If an order item is processed, combined or mixed with other items that do not belong to us, the customer hereby transfers to us a co-ownership share in the new item in the amount of the sales price including VAT charged to the customer. The customer shall store the new item for us free of charge.

(5) If the value of the securities given to us exceeds our claims by a total of more than 20%, we are obliged to release securities of our choice at the request of the customer.

(6) In the event of a breach of duty by the customer, in particular default in payment, we are entitled to take back the object of the order after withdrawing from the contract and the customer is obliged to surrender it. In this case, the purchaser must reimburse the costs of the return.

For the use of delivered and retrieved items, we are entitled to an amount as compensation for use and to compensate for any depreciation that has occurred, which corresponds to the usual market rental price for the period of use. However, the customer is permitted to prove that we have not suffered any damage or that our damage is significantly lower than the flat rate.

§ 8 Special instructions for the operation and handling of devices and systems for data acquisition andprocessing

(1) The customer is advised that data must be backed up at regular intervals, at least once a day.

(2) The customer is also informed that software and hardware are constantly being further developed and changed by the manufacturer. This is unavoidable and can lead to changes or deviations in normal operation (e.g. different fonts, colors, presentation of data or evaluations, etc.) in the event of a change, update, etc. of the hardware and/or software.

(3) Due to technical circumstances, an unrestricted functionality and compatibility of software according to the state of the art cannot be guaranteed, even if the greatest care is taken.

(4) The customer is also informed that EDP systems or individual components of the EDP system can be damaged by external influences (e.g. computer viruses or worms, Trojans; lightning, voltage spikes in the power supply) and that data security (destruction or spying on data) may be impaired.

Data security can also be impaired if computers within a company are connected to each other (network) and insofar as each computer can access the data of other computers.

(5) In particular, the customer is advised that improper changes to the configuration settings can lead to damage or malfunctions in the EDP system, as well as if cable connections of the components are loosened or made during operation.

§ 9 Provisions for the delivery of software

(1) Software is usually delivered digitally and the software is made available to the customer online. An exception is the on-premises installation, where the software is delivered on a machine-readable data carrier. If necessary, we will install the software on the customer's hardware for a separate fee. The customer receives the software documentation in written and/or electronic form (online help) at our discretion.

(2) If necessary, we will carry out a program briefing when the software is delivered. The instruction takes place against separate payment and takes place at our discretion either in our business premises, at the customer's or online.

(3) The customer receives a non-exclusive right to use the software supplied. The software manufacturer owns the copyright to the software and software documentation supplied by us.

(4) The customer is not entitled to make a copy of the software for backup purposes. 

(5) The customer is entitled to pass on the software in its entirety (including all data carriers, updates, software documentation, contracts authorizing use) to third parties insofar as the third party is not in compliance with the provisions of this paragraph relating to rights of use and copyrights, duplication, passing on of software and change of software. The customer's right to use the software expires when it is passed on. The customer is not entitled to rent, lend or lease the software to third parties or otherwise make it temporarily available to third parties.

(6) The customer is not entitled to make changes to the program flow of the software supplied, in particular to decompile or disassemble the software.

§ 10 Material defects/guarantee

(1) In the case of the delivery of new items, the period for claims for defects is one year and begins with the delivery or acceptance of the order items. Claims for defects are excluded for used items, unless we have assumed a guarantee.

(2) Obvious defects in the item itself or in the assembly instructions, if any, wrong deliveries and quantity discrepancies are  to be asserted in writing immediately after the defect has been identified, but no later than 7 working days after receipt of the order items -5cde-3194-bb3b-136bad5cf58d_If a defect within the meaning of this provision becomes apparent later, the defect must then be reported immediately. Wear and tear and/or natural wear and tear do not constitute a defect and do not entitle the assertion of claims for defects.

(3) If the delivered item is defective, we will, at our discretion, eliminate defects in the object of the order or replace the object of the order. Replaced parts become our property. We shall not bear the additional costs of remedying the defect or providing a replacement delivery which have arisen as a result of the fact that the customer has brought the subject matter of the order to a place other than the original place of delivery after delivery.

(4) The customer is obliged to give us the necessary time and opportunity to remedy the defect and to provide the information required to remedy the defect, in the case of software defects in particular a detailed and comprehensible description of the error and, if necessary, a data backup that enables the correction.

(5) If we have refused to remedy the defect and deliver a replacement due to disproportionate costs, or if the remedy of the defect or replacement delivery - which may have to be repeated at least twice - ultimately fails or is unreasonable for the customer, the customer can choose to demand a reduction in payment or withdraw from the contract withdraw if the defect is significant. The further claims of the customer are based on § 12 (liability).

(6) If a notice of defects proves to be unfounded, the customer shall bear the costs incurred as a result of our claim according to the rates generally charged by us at that time.

(7) Guarantees regarding the quality and/or durability of the object of the order are only effective if we issue a written guarantee declaration. A guarantee for the usability of the goods for the purpose intended by the purchaser is not accepted.

(8) If hardware and software are delivered together, defects in one item do not entitle the customer to exercise warranty rights in relation to the other item supplied, unless the items can only be used together.

(9) Recourse claims of the customer based on § 478 BGB (recourse of the entrepreneur) exist only insofar as the customer has not made any agreement with his customer that goes beyond the statutory claims for defects.

Section 11 Repairs

If a written cost estimate is required before carrying out repairs, this must be expressly stated in writing. Whether a repair is carried out in our own workshop or in a third-party workshop is at our discretion. The customer sends the item to be repaired outside of the warranty period at his own expense and risk.

Section 12 Liability

(1) Liability for personal injury is based on the statutory provisions.

(2) Other claims for damages or claims for reimbursement of expenses incurred by the customer which are based on breach of our contractual or legal obligations are excluded. In particular, we are not liable for lost profits, missed savings, other financial losses or for damage that has occurred to the object of the order itself.

(3) The aforementioned exclusion of liability does not apply if the damage was caused by us or our vicarious agents intentionally or through gross negligence, if we have assumed a guarantee or a procurement risk. If we violate essential contractual obligations, we are also liable for slight negligence, unless the damage is atypical of the contract and not foreseeable.

(4) If we have caused damage for which liability is not excluded under this paragraph, only through slight negligence, liability for property damage is limited to €500,000.00 per claim and €1,000,000.00 per calendar year in total, liability for Financial losses are limited to €25,000.00 per claim and €50,000.00 per calendar year in total.

(5) The customer's right to withdraw from the contract is not restricted by the above provisions. The same applies to liability under the Product Liability Act.

(6) In the event of slight negligence, liability for data loss is limited to the typical recovery effort that would have occurred if backup copies had been made regularly and in accordance with the risk. We are not liable for any data loss due to repair efforts.

§ 13 Invalidity of Individual Provisions

The invalidity of individual provisions of these terms and conditions does not affect the validity of the remaining provisions.

§ 14 Choice of law, place of performance and place of jurisdiction

(1) German law shall apply to all legal relationships existing with us. German law is also decisive for the application of these general terms and conditions. The application of the United Nations Convention of April 11, 1980 on Contracts for the Sale of Goods (CISG – “Vienna Sales Convention”) is excluded.

(2) In business transactions with merchants, entrepreneurs, legal entities under public law or special funds under public law, 70190 Stuttgart is the place of performance and jurisdiction for both parties. This applies to all current and future claims arising from the business relationship, in particular also to lawsuits in the documentary process. We are also entitled, at our discretion, to sue at the customer's headquarters.