General Terms and Conditions

6. Delays within the Customer's Sphere of Responsibility

6.1 If delivery or performance is delayed due to circumstances attributable to the Customer, in particular due to late payment, failure or delay in cooperation, missing information, approvals or declarations, subsequent requests for changes or an interruption of order processing initiated by the Customer, agreed delivery and performance periods shall be extended by a reasonable period.

6.2 Production, manufacturing, acceptance or delivery dates that have already been scheduled or reserved may lapse in such a case. The Seller shall be entitled to reschedule further processing in accordance with the operational capacities available at that time. A reasonable restart lead time shall be taken into account when rescheduling.

6.3 Additional expenses incurred by the Seller as a result of the delay may be charged to the Customer insofar as the Customer is responsible for the delay.

6.4 If acceptance or shipment of goods that have already been completed is delayed for reasons attributable to the Customer for more than one month after notification of readiness for shipment or collection, the Seller may charge reasonable storage costs. Further claims shall remain unaffected.

7. Retention of Title

7.1 The Seller shall retain title to the delivered goods until the purchase price owed has been paid in full.

7.2 Unless otherwise agreed in the offer, the retention of title shall also extend to all claims arising from the ongoing business relationship.

7.3 Any processing or transformation shall be carried out for the Seller as manufacturer. In the event of combination or mixing, the Seller shall acquire co-ownership in proportion to the respective invoice values.

7.4 The Customer shall be entitled to resell goods subject to retention of title in the ordinary course of business. The Customer hereby assigns to the Seller in advance, by way of security, any claims against third parties arising from such resale up to the final invoice amount, including VAT, of the respective goods subject to retention of title. The Seller hereby accepts such assignment.

7.5 The Customer shall remain entitled to collect the assigned claims as long as it duly fulfils its payment obligations towards the Seller and no circumstances exist that give rise to doubts regarding its solvency. If these conditions are no longer met, the Seller may require the Customer to disclose the assigned claims and the respective debtors, provide all information and documents necessary for collection, and notify the debtors of the assignment.

7.6 If the realisable value of the securities exceeds the claims to be secured by more than 10%, the Seller shall, at the Customer's request, release securities of the Seller's choice.

8. Liability for Defects

8.1 The statutory provisions governing liability for defects shall apply unless otherwise provided below.

8.2 The limitation period for claims for defects in new goods shall be one year from delivery.

8.3 Claims for defects in used goods shall be excluded to the extent permitted by law. This exclusion shall in particular not apply in cases of fraudulent concealment of a defect, assumption of a guarantee or other cases of mandatory statutory liability.

8.4 A minor defect shall not entitle the Customer to withdraw from the contract.

8.5 For purposes of remedial performance (Nacherfüllung), the Seller shall have the right to choose between repair and replacement delivery. Taking into account the circumstances of the individual case, the Seller shall be entitled to determine the place of inspection and remedial performance and, in particular, to require the affected device or components to be sent to the Seller.

8.6 Measures taken for inspection or remedial performance shall not, in themselves, constitute an acknowledgement of a legal obligation or a waiver of objections and shall only result in a new commencement of the limitation period where the statutory requirements for this are met.

8.7 The agreed specification shall be determined exclusively by the performance description recorded in writing in the offer or order confirmation. Public statements or advertising claims shall not constitute an agreement as to the specification of the goods.

8.8 Where Section 377 of the German Commercial Code (HGB) applies, the Customer shall be subject to the inspection and notification duties set out therein.

8.9 Immediately before handing over any devices or storage media, the Customer shall make a complete, current and functional backup on a storage medium or system separate from the device being handed over and shall verify that the backup can be restored. Unless expressly agreed otherwise, the Seller shall not be obliged to create a data backup or to verify the completeness or functionality of any existing backup.

8.10 In the event of a replacement delivery or replacement of a component, any removed or replaced components shall become the property of the Seller upon replacement.

8.11 In production and in the course of remedial performance, the Seller shall be entitled to use new or as-new components in accordance with customary industry standards, provided that the agreed specification and functionality remain assured.

8.12 Claims for defects shall not apply to impairments arising after the transfer of risk that are caused, in particular, by improper handling, external influences, unsuitable operating conditions, incorrect installation or configuration by the Customer or third parties, unauthorised intervention, modifications or repair attempts, or modifications to hardware, software, firmware or drivers made by the Customer or third parties.

8.13 The goods shall only be required to be suitable for a particular intended purpose where such suitability has expressly been included in the agreed specification.

8.14 RMA / Return Procedure
Returns of goods to the Seller require prior coordination with the Seller and the issuance of a Return Merchandise Authorization (RMA) number.

Such coordination serves to coordinate transport, prevent transport damage and ensure proper allocation and processing.

Returns made without prior coordination may be refused.

The goods must be securely and appropriately packaged for transport and shipped to the address specified by the Seller in compliance with the acceptance times communicated by the Seller.

Returns shall be made at the Customer's risk and expense.

This shall not apply where mandatory statutory provisions provide otherwise in the event of a valid claim for defects.

The Customer shall be fully liable for any damage resulting from inadequate packaging, improper shipment or other circumstances attributable to the Customer.

Issuance of a Return Merchandise Authorization shall constitute neither acknowledgement of a defect nor acknowledgement of any obligation under statutory defect liability or any guarantee.

The Seller shall only have an obligation under liability for defects where, following inspection by the Seller, a defect is established that already existed at the time of transfer of risk.

Liability for defects shall not cover damage caused by external influences, mechanical damage, improper handling or improper transport after the transfer of risk.

9. Liability

9.1 The Seller shall be liable without limitation in cases of intent and gross negligence, injury to life, body or health, under the German Product Liability Act (Produkthaftungsgesetz), in cases of fraudulent concealment of a defect and to the extent of any guarantee expressly assumed by the Seller.

9.2 In the event of an ordinary negligent breach of an essential contractual obligation, the Seller's liability shall be limited to the loss that was foreseeable at the time of conclusion of the contract and is typical for this type of contract. Essential contractual obligations are obligations whose fulfilment is necessary for the proper performance of the contract and on whose compliance the contractual partner may regularly rely.

9.3 In all other respects, liability for ordinary negligence shall be excluded.

9.4 In the event of a delay caused by ordinary negligence, the Seller's liability shall be limited to 5% of the value of the part of the delivery or performance affected by the delay. This limitation of liability shall not apply in the cases specified in Clause 9.1.

9.5 Where delivery or performance becomes impossible and the Seller is liable for such impossibility, the Customer's claim for damages and reimbursement of wasted expenditure shall, in cases of ordinary negligence, be limited to 10% of the value of the part of the delivery or performance that cannot be used as a result of the impossibility. Clause 9.1 shall remain unaffected.

9.6 In cases of ordinary negligence, liability for indirect or consequential losses, loss of profit, production downtime or loss of use shall exist only insofar as such losses are typically foreseeable according to the nature of the contract and liability exists pursuant to Clause 9.2.

9.7 The Seller shall only be liable for economic success or the suitability of the goods for a particular intended purpose where this has been expressly agreed.

9.8 In the event of loss of or damage to data, the Seller shall, to the extent permitted by law, only be liable for the recovery costs that would also have been incurred if the Customer had duly complied with its backup obligation pursuant to Clause 8.9. The Seller shall not be liable for loss of data that could have been backed up and restored by the Customer through proper data backup. Clause 9.1 shall remain unaffected.

10. Limitation Period

Claims of the Customer that are not based on defects shall become time-barred within one year from knowledge, and in any event no later than five years after performance of the relevant service. This shall not apply to claims pursuant to Clause 9.1 or where mandatory statutory law provides for longer limitation periods.

11. Set-off, Rights of Retention and Assignment

11.1 The Customer shall only be entitled to set off claims that are undisputed, have been finally adjudicated or have been acknowledged by the Seller.

11.2 Rights of retention may only be exercised in respect of claims that are undisputed or have been finally adjudicated.

11.3 Assignment of claims against the Seller shall require the Seller's consent unless mandatory law provides otherwise.

12. Assembly and Installation Services

12.1 Where the Seller is obliged to provide assembly services, such services shall, at the Seller's discretion, be performed by the Seller's own personnel or by qualified third-party personnel.

12.2 The Customer shall provide all necessary information and grant the required access.

12.3 The provisions of Clause 4 shall apply to the transfer of risk in connection with the delivery of goods. Where assembly or installation services legally qualify as independent services under a contract for work and statutory acceptance is required for such services, the statutory provisions governing acceptance and the transfer of risk shall apply to those services.

12.4 Where software forms part of the delivery, the licence terms of the respective manufacturer shall apply exclusively. The Seller shall not grant any rights of use beyond those provided for under such terms.

12.5 Where the Seller pre-installs software, this shall be done on behalf of the Customer.

The Customer acknowledges that use of such software shall be governed exclusively by the licence terms of the respective manufacturer. The Seller's obligations shall be limited to the delivery of the hardware and software components agreed in the offer or order confirmation. Unless expressly agreed otherwise, the Seller shall not be obliged to review or provide advice regarding licensing, regulatory or manufacturer-specific restrictions on use. The Customer shall be responsible for compliance with the licence, usage and deployment conditions applicable to its operation and use of the delivered components. Mandatory statutory obligations of the Seller shall remain unaffected.

13. Export Control

13.1 Performance of the contract shall be subject to there being no applicable national, European or international export control or sanctions regulations prohibiting such performance.

13.2 At the Seller's request, the Customer shall provide complete and accurate information regarding the end user, end use, country of destination and any other circumstances required for an export control review.

13.3 The Seller shall be entitled to suspend performance of an order or withdraw from the contract insofar as performance is prohibited under export control or sanctions regulations, a required authorisation is not granted or performance cannot reasonably be expected of the Seller for such reasons. The Customer shall have no claim for damages in this respect provided that the Seller is not responsible for the cause.

13.4 The Customer shall not transfer, export or use the delivered goods or technologies in violation of applicable export control or sanctions regulations. The Customer shall indemnify and hold the Seller harmless against claims and damages arising from a culpable breach of this obligation by the Customer, insofar as the Seller is not itself responsible.

14. Applicable Law, Jurisdiction, Authoritative Version and Place of Performance

14.1 German law shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

14.2 The exclusive place of jurisdiction for all disputes arising out of or in connection with the contractual relationship shall be the Seller's registered office, provided that the Customer is a merchant, a legal entity under public law or a special fund under public law. The Seller shall also be entitled to bring proceedings against the Customer at the Customer's general place of jurisdiction.

14.3 Only the German-language version of these GTC shall be authoritative. Translations into other languages are provided for information purposes only. In the event of any discrepancy or difference in interpretation, the German-language version shall prevail.

14.4 The place of performance for payments and, unless otherwise agreed, for deliveries and other services shall be the Seller's registered office. Delivery terms agreed in an individual case, in particular Incoterms®, shall take precedence over this provision.

15. Severability Clause

If any provision of these GTC is invalid in whole or in part, the validity of the remaining provisions shall remain unaffected. The applicable statutory provision shall apply in place of the invalid provision.