GTC
1. Validity of the general terms and conditions
These General Terms and Conditions of Business and Delivery apply to all contracts concluded between the Supplier and the Purchaser as well as all other agreements made within the scope of the business relationship. General terms and conditions of the customer are expressly not part of the contract, even if they are not expressly contradicted by the supplier. In the event that the customer does not wish to accept the following general terms and conditions of business and delivery, he must notify the supplier of this in writing in advance.
2. Terms of payment and prices
Invoices from the provider that are payable by bank transfer are payable within ten days of the invoice date. The date of receipt of payment by the provider shall be decisive.
If the provider has a direct debit authorization from the customer, the payments to be made shall be debited to an account specified by the customer. Invoices payable by direct debit are due immediately. In this respect, the customer must ensure that there are sufficient funds in the account. If participation in the direct debit procedure is not possible for a reason within the customer’s sphere of responsibility, a processing fee of €15.00 per invoice shall be charged due to the increased processing costs. In the case of returned direct debits, the provider is also entitled to charge a processing fee of €10.00 in addition to the bank charges incurred.
In the event of default, the supplier is entitled to withhold further deliveries and services and to charge interest at a rate of 5 percent above the applicable prime rate. All prices are subject to the applicable statutory value added tax.
The supplier is entitled to make partial deliveries.
3. Delivery and shipping
All offers are subject to change. All delivery dates stated by the supplier are non-binding delivery dates, unless a delivery date is expressly agreed in writing as binding. If the buyer requests changes or additions to the order after the order has been placed or if other circumstances arise which make it impossible for the supplier to meet the delivery date, although the supplier is not responsible for these circumstances, the delivery date shall be postponed by a reasonable period of time. If the supplier is prevented from fulfilling the contract on time, for example due to procurement, manufacturing or delivery disruptions at the supplier or at a subcontractor, the general principles shall apply with the proviso that the customer may set a grace period of six weeks after the expiry of one month.
If non-compliance with a binding delivery date is demonstrably due to mobilization, war, riot, strike or lockout or other circumstances for which the supplier is not responsible according to general legal principles, the delivery period shall be extended accordingly. The customer may withdraw from the contract if he sets the supplier a reasonable grace period after expiry of the extended deadline. Withdrawal must be made in writing if the supplier does not fulfill the contract within a grace period. If the supplier is unable to fulfill the contract in whole or in part for the aforementioned reasons, he shall be released from his obligation to deliver.
4. Reservation of title
The delivered goods shall remain the property of the supplier until full payment of all claims of the supplier arising from the business relationship with the customer in principal and secondary matters. The customer is not authorized to dispose of the goods subject to retention of title. In the event of seizure or confiscation, the customer must inform the supplier immediately in writing and must inform third parties of the supplier’s retention of title immediately in a suitable form.
5. Limitation of liability
The provider shall be liable for intent and gross negligence in accordance with the statutory provisions. In the event of slight negligence, the provider shall only be liable if an essential contractual obligation (cardinal obligation) is breached or in the event of delay or impossibility. In the event of liability for slight negligence, this liability shall be limited to such damages as are foreseeable or typical. Liability for the absence of guaranteed properties, fraudulent intent, personal injury, defects of title, under the Product Liability Act and the Federal Data Protection Act remains unaffected. In the event of a claim against the provider under warranty or liability, contributory negligence on the part of the customer shall be taken into account appropriately, in particular in the event of insufficient error messages or inadequate data backup. Insufficient data backup shall be deemed to exist in particular if the customer has failed to take precautions against external influences, in particular against computer viruses and other phenomena that could endanger individual data or an entire database, by taking appropriate state-of-the-art security measures.
6. Confidentiality
The supplier and the customer mutually undertake to keep all business and trade secrets of the other party confidential for an unlimited period of time and not to disclose them to third parties or exploit them in any way. The documents, drawings and other information that the other party receives as a result of the business relationship may only be used by the other party within the scope of the respective contractual purpose.
7. Proof clause
Data stored in electronic registers or otherwise in electronic form with the provider shall be deemed admissible evidence for the proof of data transfers, contracts and executed payments between the parties.
8. Intellectual property / Export restriction
The Buyer is not permitted to export the goods purchased from the Supplier to countries outside the EC without the express permission of the Supplier. In addition, the Buyer shall comply with all relevant export regulations, in particular those under the Foreign Trade and Payments Ordinance and, where applicable, regulations under US law.
9. Use of customer references
The Customer hereby grants the Provider the non-exclusive, royalty-free, perpetual and irrevocable right to use the Customer’s name and logo as well as general information about the services provided by the Provider for the Customer as a reference in advertising materials, on the website, in presentations or in other marketing materials of the Provider. The Provider undertakes to limit the use of this information in a manner that adequately protects the Customer’s legitimate interests in confidentiality and data protection. The customer may at any time request the provider in writing to restrict or terminate the use of customer references if the customer believes that the use of the references impairs its legitimate interests.
10. Miscellaneous
Should individual provisions of these General Terms and Conditions be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. Instead, the invalid provision shall be replaced by a provision that comes closest to the intended purpose. No ancillary agreements have been made. Amendments to the contract shall only be effective if they are confirmed in writing. The customer may only assign his rights arising from a business relationship with the supplier with the written consent of the supplier. The customer may only offset the purchase price claim against recognized or legally established counterclaims. The place of jurisdiction is, as far as legally permissible, the registered office of the supplier in the Federal Republic of Germany. German law shall apply exclusively.
Status: 01.11.2024
