GENERAL TERMS AND CONDITIONS
Status: December 2023
1. our deliveries, services and offers are made exclusively on the basis of these terms and conditions. General terms and conditions of the customer shall only be effective if we recognise them in writing. Counter-confirmations of the client with reference to his general terms and conditions are expressly rejected.
2. our offers are subject to change, they are merely invitations to submit offers. All contracts are only binding for us upon our written confirmation or upon receipt of the corresponding delivery or service by the customer.
Collateral agreements and amendments require our written confirmation to be effective. This also applies to amendments to the agreed formal requirement. We reserve the right to make technical changes to the contractual items after the order has been placed within the scope of what is reasonable for the customer. This applies in particular to changes which are necessary or expedient in terms of function or which do not affect the function to be fulfilled. We are authorised to commission third parties with services to be provided by us. We are also entitled to make partial deliveries and render partial services at any time.
3. our prices are net prices; the value added tax applicable on the day of invoicing shall be added. Our prices apply ex dispatch centre, plus packaging and shipping costs. Payment must be made within 7 days of invoicing and without deduction.
Bills of exchange or cheques shall in any case only be accepted on account of performance. Discount and bill charges shall be borne by the customer. In the event of late payment, we shall be entitled to charge interest on arrears at a rate of 8 percentage points above the respective base interest rate.
The client is only entitled to offset or withhold payment if the counterclaims have been legally established or recognised by us in writing.
4. if the delivery or performance deadline is exceeded by more than four weeks for reasons for which we are responsible, the client shall be entitled to set us a grace period of two weeks and to withdraw from the contract by written declaration if the deadline expires without result. Claims for compensation by the client due to delay in delivery or performance or (partial) impossibility are excluded, unless gross negligence or intent on our part or on the part of one of our representatives or vicarious agents is present. Force majeure (e.g. strike, lockout, fire or water damage, trade embargo, catastrophes) shall release us from further fulfilment of the order. In the event of delays in delivery by our suppliers, we are entitled to withdraw from the contract with the customer.
5. the dispatch of goods shall always be at the risk of the client; the risk shall pass to the client at the latest when the goods leave our warehouse. If the goods are to be collected by the client, the risk shall pass to the client when the goods are made available. If dispatch or collection is delayed for reasons for which the customer is responsible, we shall be entitled to charge the customer for the additional costs incurred as a result.
6. the customer is obliged to notify us in writing of recognisable defects in the goods or services, incorrect and incomplete deliveries and deviations in quantity immediately after delivery of the goods or acceptance of the service. If this is not done, the goods or services shall be deemed to have been approved in accordance with the contract. Defects that cannot be discovered immediately even after careful inspection must be reported to us immediately after their discovery. The same applies to defects occurring during the warranty period. If we are not notified of a defect in good time, the warranty shall lapse in this respect. We guarantee that the delivered products are free from defects, including the absence of warranted characteristics. A warranty of properties in the legal sense is only fulfilled if the respective information has been confirmed by us in writing. Data and descriptions in product information alone do not constitute a guarantee of certain properties. The permanent error-free functioning of hardware and software cannot be guaranteed according to the current state of the art.
Defects or damage caused by operational wear and tear, normal wear and tear, improper use, operating errors, normal soiling, etc. are expressly excluded from the warranty. The warranty is also void if serial numbers, type designations, manufacturing designations or similar markings have been removed or made illegible. Any warranty obligation shall lapse if improper repairs or other work have been carried out on the products by the customer or third parties not authorised by us. Standard and OEM software are excluded from the warranty. The warranty period is 24 months from the date of delivery; it includes, at our discretion, repair or replacement. If a repeated repair or replacement delivery has also failed, the customer may, at his discretion, reduce the remuneration for the order in accordance with the reduction in value or withdraw from the contract. At our request, the customer must provide us with the defective item in its original packaging with manuals and accessories in order to remedy the defect. Any goods to be replaced or repaired must be returned to us immediately; the same applies to parts of the goods. If the customer fails to fulfil this obligation, the warranty shall lapse. Parts replaced under warranty shall become our property.
7. the above provisions (6.) conclusively contain the warranty for our deliveries or services and exclude other warranty claims of any kind or claims for damages, unless they are based on intent or gross negligence on our part, our legal representatives or vicarious agents, or a warranted characteristic is missing. We shall only be liable for direct damages. Insofar as we are obliged to pay compensation in accordance with the above provisions, the amount of the claim for compensation shall be limited to the damage foreseeable at the time the contract was concluded. Claims for damages in tort or contractual or pre-contractual claims for damages against us must be asserted immediately in writing and shall become time-barred at the latest one year after the date of delivery or performance of the service.
8. we reserve title to the delivered goods until full payment of the remuneration and until payment of all claims to which we are entitled under the underlying contract. The customer is prohibited from selling, assigning as security or pledging the goods in our ownership. In the event of confiscation, seizure or other access by third parties, the customer must draw attention to our ownership and inform us immediately. In the event of a breach of this obligation, we shall have the right to withdraw from the contract. Costs and damages shall be borne by the client.
9. the software licence of the licensor applies exclusively. This licence is automatically accepted at the latest when the software is used. Rights of use to delivered software may only be granted to third parties on the basis of an express contractual agreement.
10. the client is not authorised to assign its claims from contracts concluded with us or otherwise transfer rights and obligations from contracts concluded with us to third parties in whole or in part without our consent.
11. if there is a significant deterioration in the client's financial circumstances, we shall be entitled to withhold our deliveries or services and to set the client a reasonable deadline for making advance payments. If the deadline expires without payment, we shall be entitled to withdraw from the contract.
12. if the client is in default with the acceptance of goods, we may set a grace period of 14 days with the declaration that we will refuse to accept the goods after the grace period has expired. After the deadline has expired, we are entitled to withdraw from the contract and demand compensation (15% of the order value) for non-fulfilment. The following cancellation fees apply to contractually agreed services:
- Up to 31 days before order execution 10% of the order value
- Up to 21 days before order execution 20% of the order value
- Up to 11 days before order execution 40% of the order value
- Up to the 7th day before order execution 60% of the order value
- Thereafter: 80% of the order value
13 In the case of service orders for work on IT systems, the client is responsible for backing up their own data. We are not liable for any damage or consequential damage to databases or stored programmes that may arise during the execution of service orders. We provide technical advice to the best of our knowledge. However, all details and information on the suitability and application of the goods are non-binding. Information provided by telephone is generally non-binding. In accordance with the BDSG, we are authorised to process and store data about the customer received in connection with the business relationship. This data is used exclusively within the framework of the business relationship. Information made available to us shall not be deemed confidential unless expressly agreed otherwise. If we use third parties to provide the agreed services, we are authorised to disclose the client's data to the third party if this is necessary for the purposes of the contract.
14 The place of fulfilment for deliveries, services and payments is Cologne.
The place of jurisdiction for all disputes that may arise from the contractual relationship shall be Cologne. We are also entitled to sue the client at his general place of jurisdiction. German law shall apply exclusively to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
15 Should individual provisions of our terms and conditions be invalid, this shall not affect the validity and binding nature of the other provisions. In place of the invalid provision, a valid provision shall be deemed to have been agreed which comes as close as possible to the economic purpose of the invalid provision.