1. Applicability of the General Terms and Conditions
These general terms and conditions of business and delivery apply to all contracts concluded between the provider and the customer, as well as all other agreements made in the context of the business relationship. The customer’s general terms and conditions are expressly not part of the contract, even if the provider does not expressly object to them. If the customer does not wish to accept the following general terms and conditions of business and delivery, they must notify the provider in writing beforehand.
2. Payment Terms and Prices
Invoices from the provider that are to be paid by bank transfer are due within ten days of the invoice date. The date of receipt of payment by the provider is decisive.
If the provider has a direct debit authorization from the customer, the payments to be made will be debited from an account specified by the customer. Invoices to be paid by direct debit are due immediately. The customer is responsible for ensuring sufficient account coverage. If participation in the direct debit procedure is not possible due to a reason within the customer’s sphere, a processing fee of 15.00 EUR per invoice will be charged due to the increased processing effort. In the case of direct debit returns, the provider is also entitled to charge a processing fee of 10.00 EUR in addition to the bank fees incurred.
In the event of default, the provider is entitled to withhold further deliveries and services and to charge interest at a rate of 5 percent above the respective valid base interest rate. All prices are subject to the respective statutory value-added tax.
The provider is entitled to make partial deliveries.
3. Delivery and Shipping
All offers are subject to change. All delivery dates mentioned by the provider are non-binding delivery dates unless a delivery date is expressly agreed in writing as binding. If the customer requests changes or additions to the order after the order has been placed, or if other circumstances occur that make it impossible for the provider to meet the delivery date, although the provider is not responsible for these circumstances, the delivery date will be postponed by a reasonable period. If the provider is prevented from fulfilling the contract on time, for example due to procurement, production, or delivery disruptions at the provider or a supplier, the general principles apply with the proviso that the customer can set a grace period of six weeks after the expiration of one month.
If the failure to meet a binding delivery date is demonstrably due to mobilization, war, riot, strike, or lockout or other circumstances for which the provider is not responsible under general legal principles, the delivery period will be extended accordingly. The customer may withdraw from the contract if they set a reasonable grace period for the provider after the expiration of the extended period. The withdrawal must be made in writing if the provider does not fulfill within the grace period. If the provider becomes wholly or partially impossible to fulfill the contract for the reasons mentioned above, they are released from their delivery obligation.
4. Retention of Title
The delivered goods remain the property of the provider until full payment of all claims of the provider from the business relationship with the customer in the principal and ancillary matters. The customer is not authorized to dispose of the items subject to the retention of title. In the event of seizures or confiscations, the customer must immediately inform the provider in writing and immediately notify third parties in a suitable form of the provider’s retention of title.
5. Limitation of liability
The provider is liable according to the statutory provisions for intent and gross negligence. In the case of slight negligence, the provider is only liable if a material contractual obligation (cardinal obligation) is violated or in the case of default or impossibility. In the case of liability for slight negligence, this liability is limited to such damages that are foreseeable or typical. Liability for the absence of guaranteed characteristics, due to fraudulent intent, personal injury, legal defects, under the Product Liability Act, and the Federal Data Protection Act remains unaffected. In the event of recourse against the provider for warranty or liability, the customer’s contributory negligence must be taken into account, in particular in the case of inadequate error reporting or insufficient data backup. Insufficient data backup is especially present if the customer has failed to take appropriate precautions against external influences, in particular against computer viruses and other phenomena that can endanger individual data or an entire database, in accordance with the state of the art.
The provider and the customer mutually commit to indefinitely maintaining the confidentiality of each other’s trade and business secrets and not to disclose them to third parties or to exploit them in any way. The documents, drawings, and other information received by the other contracting party due to the business relationship may only be used for the purpose of the respective contract.
7. Evidence clause
Data stored in electronic registers or otherwise in electronic form by the provider are considered admissible evidence for proving data transmissions, contracts, and executed payments between the parties.
8. Property rights
Without the express permission of the provider, the customer is not allowed to export the goods purchased from the provider to countries outside the European Union. In addition, the customer must comply with all relevant export regulations, in particular those of the Foreign Trade Ordinance and, if applicable, regulations under U.S. law.
9. Use of Customer References
The customer hereby grants the provider the non-exclusive, royalty-free, indefinite, 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 promotional 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 appropriately protects the customer’s legitimate interests in confidentiality and data protection. The customer may at any time request in writing that the provider restrict or discontinue the use of customer references if the customer believes that the use of the references adversely affects their legitimate interests.
Should individual provisions of these general terms and conditions be or become wholly or partially invalid, this does not affect the validity of the remaining provisions. Instead, the invalid provisions will be replaced by what comes closest to the intended purpose. No side agreements have been made. Contractual amendments only become effective if they are confirmed in writing. The customer may only assign their rights arising from a business relationship with the provider with the written consent of the provider. The customer can only offset against the purchase price claim with recognized or legally established counterclaims. The place of jurisdiction is, as far as legally permissible, the provider’s place of business in the Federal Republic of Germany. German law applies exclusively.
Date: May 1st, 2023