General Terms of Sale
1. Scope
1.1 These terms of sale apply exclusively to entrepreneurs, legal entities under public law, or special public assets within the meaning of § 310 paragraph 1 of the German Civil Code (BGB). We only acknowledge conflicting or deviating terms of the buyer if we expressly agree to their validity in writing.
1.2 These terms of sale also apply to all future transactions with the buyer, provided they relate to similar legal transactions.
1.3 Individual agreements made with the buyer (including ancillary agreements, supplements, and amendments) take precedence over these terms of sale. The content of such agreements is determined by a written contract or our written confirmation, unless proven otherwise.
2. Offer and Conclusion of Contract
If an order is to be regarded as an offer in accordance with § 145 BGB, we may accept it within two weeks.
3. Use of Services
If the acquired product or service involves software or other technological products as a component of the overall product, all information regarding granted usage rights, handling, and other product-specific aspects can be found in the attached terms of use, the license agreement, and product-specific manuals or instructions.
4. Obligations to Cooperate
If software is the subject of the underlying offer, the buyer has extensive obligations to cooperate to ensure functionality and security. Regular security updates and further updates are offered in accordance with a maintenance contract for software or a service contract for hardware. To facilitate maintenance, the buyer is obliged to install updates and ensure access to the systems to be maintained. Further obligations may arise from the respective maintenance/service contract. Excluded from this are so-called SaaS (Software as a Service) services. Furthermore, defects, especially regarding functionality, must be reported as such for all products to the designated and responsible employees in order to assert the right to rectification.
5. Provided Documents
We reserve ownership and copyright to all documents provided to the buyer in connection with the order (including in electronic form), such as calculations, drawings, etc. These documents may not be made accessible to third parties unless we expressly grant written consent to the buyer. If we do not accept the buyer's offer within the deadline specified in Section 2, these documents must be returned to us immediately.
6. Prices and Payment
6.1 Unless otherwise agreed in writing, our prices are ex-works, excluding packaging and plus VAT at the applicable rate. Packaging costs will be charged separately.
6.2 Payment of the purchase price must be made exclusively to the account specified on the reverse side. Discounts are only permissible with a specific written agreement.
6.3 Unless otherwise agreed, the purchase price is due within 14 days after delivery. Late payment interest will be charged at the statutory rate.
6.4 Unless a fixed price agreement has been made, reasonable price changes due to changes in wages, materials, and distribution costs for deliveries occurring 3 months or later after the conclusion of the contract are reserved.
6.5 If the amount owed is influenced by changes in prices or values for goods or services that directly affect our costs in delivering the performance, we reserve the right to make corresponding price adjustments. This price adjustment applies only to goods or services, especially those that are regularly provided over an extended or indefinite period for which no one-time fixed price has been agreed.
7. Software License Agreement
7.1 The subject of this license agreement is the use of the software that is the subject of the purchase agreement (hereinafter referred to as "Software").
7.2 The buyer receives a simple, non-exclusive, non-transferable right to use the Software for their own business purposes, which can be found in the attached system description. Use for other purposes is not permitted. In particular, the buyer may not rent, lend, or otherwise improperly reproduce the Software.
7.3 The buyer may only install and use the Software on one computer. Simultaneous use on multiple computers is not permitted unless otherwise specified in the offer. In this case, the specific offer design takes precedence.
7.4 The Software is protected by copyright. The buyer may not modify, translate, decompile, disassemble, or reverse-engineer the Software. The buyer is also not permitted to extract or reproduce parts of the Software.
7.5 The Software is delivered to the buyer in the current version at the time of the contract conclusion. The buyer has no right to future updates or upgrades unless expressly agreed in writing. The warranty for functionality, as outlined in the system description, is 1 year.
7.6 The license is granted for an indefinite period unless otherwise agreed. In this case, the differing agreement can be found in the corresponding specific offer, particularly the possible time limitation of the license is regulated in the offer and is permissible in accordance with these terms of sale. The license agreement ends automatically if the buyer violates any of the provisions of this license agreement.
7.7 The compensation for the Software is included in the purchase price. The buyer is not entitled to resell the Software.
7.8 In the event of a breach of any provision of this license agreement, the buyer is obliged to immediately cease using the Software and to return or destroy the Software, as well as all copies and documentation, to the seller.
7.9 Should individual provisions of this license agreement be or become invalid, the validity of the remaining provisions shall not be affected. An effective provision that most closely resembles the economic intent and purpose of the invalid provision shall replace the invalid provision. The same applies in the case of a regulatory gap.
8. Rights of Retention
The buyer is only entitled to exercise a right of retention to the extent that their counterclaim is based on the same contractual relationship.
9. Delivery Time
9.1 The commencement of the delivery time specified by us presupposes the timely and proper fulfillment of the buyer's obligations. The plea of non-fulfillment of the contract remains reserved.
9.2 If the buyer is in default of acceptance or culpably violates other obligations to cooperate, we are entitled to demand compensation for the damage incurred, including any additional expenses. Further claims remain reserved. If the above conditions are met, the risk of accidental loss or deterioration of the purchased item passes to the buyer at the moment the buyer is in default of acceptance or default of performance.
9.3 We are liable in the event of delivery delays not caused by us intentionally or through gross negligence within the statutory framework.
9.4 Further statutory claims and rights of the buyer due to a delivery delay remain unaffected.
10. Transfer of Risk in Case of Shipment
If the goods are shipped at the buyer's request, the risk of accidental loss or deterioration of the goods passes to the buyer upon dispatch to the buyer, at the latest upon leaving the factory/warehouse. This applies regardless of whether the shipment of the goods occurs from the place of performance or who bears the freight costs.
11. Retention of Title
11.1 We retain ownership of the delivered goods until full payment of all claims arising from the delivery contract. This also applies to all future deliveries, even if we do not always expressly refer to this. We are entitled to reclaim the purchased item if the buyer acts in violation of the contract.
11.2 The buyer is obliged to handle the purchased item with care until ownership has been transferred to them. In particular, they are obliged to insure it at their own expense against theft, fire, and water damage at its full value (Note: only permissible in the sale of high-value goods). If maintenance and inspection work must be carried out, the buyer must execute these at their own expense in a timely manner. As long as ownership has not yet passed, the buyer must notify us immediately in writing if the delivered item is subject to seizure or other third-party interventions. If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with § 771 of the German Code of Civil Procedure (ZPO), the buyer is liable for the loss we incur.
11.3 The buyer is entitled to resell the reserved goods in the ordinary course of business. The claims against the purchaser from the resale of the reserved goods are already assigned to us in the amount of the final invoice amount (including VAT) agreed with us. This assignment applies regardless of whether the purchased item has been resold without or after processing. The buyer remains authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the buyer fulfills their payment obligations from the collected proceeds, is not in default of payment, and in particular, no application for the opening of insolvency proceedings has been filed or there is a cessation of payments.
11.4 The processing or transformation of the purchased item by the buyer always takes place in our name and on our behalf. In this case, the buyer's right of ownership in the purchased item continues in the transformed item. If the purchased item is processed with other items that do not belong to us, we acquire co-ownership of the new item in proportion to the objective value of our purchased item to the other processed items at the time of processing. The same applies in the case of mixing. If the mixing occurs in such a way that the buyer's item is to be regarded as the main item, it is agreed that the buyer transfers proportional co-ownership to us and the resulting sole ownership or co-ownership is held for us. To secure our claims against the buyer, the buyer also assigns to us such claims that arise from the connection of the reserved goods with a property against a third party; we accept this assignment already now.
11.5 We undertake to release the securities to which we are entitled at the buyer's request, provided their value exceeds the secured claims by more than 20%.
11.6 If the delivered item is software or if such is a component of the delivered item, we reserve
ownership of the software. The provisions of this section apply analogously to the software.
12. Warranty
We warrant that the delivered item has the agreed quality at the time of delivery, as long as the buyer fulfills their obligations to cooperate according to the preceding provisions. In the event of defects in the delivered goods, we are entitled to choose whether we will provide a replacement or repair. If the warranty fails, the buyer is entitled to a reduction of the purchase price or withdrawal from the contract. In the event of a defect, the buyer must grant us a reasonable period for repair or replacement delivery. The buyer must report defects immediately upon delivery or at least within 7 days of delivery.
13. Liability
Our liability for damages, irrespective of the legal grounds, is limited to intent and gross negligence. This does not apply to injury to life, limb, or health. This applies equally to our vicarious agents.
14. Place of Performance, Place of Jurisdiction, Applicable Law
14.1 Place of performance is the location of our registered office unless otherwise specified in the contract.
14.2 For all disputes arising from the contractual relationship, the exclusive place of jurisdiction is our registered office, provided the buyer is a merchant, a legal entity under public law, or a special fund under public law.
14.3 German law applies to the contractual relationship. The applicability of the UN Convention on Contracts for the International Sale of Goods is excluded.