General Terms - SEIKUKEN - The IT Security Experts

A) General, scope, definition.

1. All contracts for deliveries and services as well as obligations through the commencement of contract negotiations, the initiation of a contract or similar business contacts with entrepreneurs, legal entities under public law or special funds under public law (hereinafter referred to as “Purchasers”) are subject to our following terms and conditions. These terms and conditions also apply to future contracts and business contacts in the version that we have notified the customer of at the latest when this obligation is concluded.

2. Our terms and conditions apply exclusively; any deviating or unfavourable supplementary terms and conditions of the customer shall not become part of the contract even if we do not object to them separately.

3. The content of the contract is based on the written agreements. No further agreements have been made. Amendments or additions to the contract are only effective if they are confirmed by us in writing.

4. In the case of continuing obligations, changes to the terms and conditions shall be notified to the purchaser in writing, marking the amended provisions, and shall be deemed to have been agreed if the purchaser continues the continuing obligation without objecting within a reasonable period of time.

5. Unless otherwise stated, “goods” within the meaning of this contract are all items to be made available to the customer in accordance with the contract, including software, even if they are made available intangibly, e.g. by electronic means of transmission.

6. For the maintenance of hardware or software, a separate contract is required between us and the customer, to whom our Supplementary Terms and Conditions for Hardware and Software Maintenance apply (see EGB)

B) Offer, offer documents, cost estimate, acceptances, supplementary offers.

1. Our offers are subject to change and merely constitute invitations to the customer to submit an offer, unless expressly stated otherwise by us. Offers from the customer are accepted if we have confirmed them in writing, e.g. by order confirmation or prepayment invoice, or if we have carried out the delivery or service.

2. We reserve the right of ownership and copyright to all documents provided to the customer, in particular data carriers, documentation, illustrations, drawings, calculations; they may not be used for purposes other than those in accordance with the contract and may not be made available to third parties and must be returned to us immediately upon completion of the contract or insofar as the contractual purpose of use has been fulfilled. The customer is obliged to keep the information and data contained therein secret. This applies in particular to such documents and information that are described as “confidential”. We are entitled to demand the release of documents at any time if confidentiality is not guaranteed. The obligation to maintain secrecy shall not be affected by the termination of the contract.

3. The customer is obliged to carefully check our offer for correctness and expediency. This applies in particular to project offers in which we have made assumptions described as such, which we have used as the basis for our calculation and service description. If such assumptions do not apply, the customer will inform us so that we can correct the offer.

4. We are entitled to subcontract.

5. If a cost estimate is prepared on behalf of the customer, the costs are to be reimbursed by the customer in accordance with the time spent.

C) nature of the goods or services.

1. Our goods are intended exclusively for the use of the customer. If the customer intends to deliver the goods purchased from us to a consumer, entrepreneur or reseller who supplies consumers or entrepreneurs with such goods, he must inform us of this.

2. Technical data sheets issued by us or the manufacturer form part of the contractual quality agreement. Characteristics, uses or public statements that we have made or that have been made by another link in the contract chain are only part of the requirements owed if they have been expressly agreed in writing in the contract.

3. We reserve the right to make customary technical changes, in particular improvements, until delivery, if this results in only insignificant changes in the condition and does not unreasonably affect the customer.

4. Information on the quality or durability of a product or service does not contain a guarantee (assurance) within the meaning of Section 276 (1) of the German Civil Code (BGB) and no guarantee within the meaning of Section 443 of the German Civil Code (BGB) if we have not expressly assumed such a guarantee in writing. If a third-party manufacturer of a product provides a warranty, this is passed on to the customer; the scope of the manufacturer’s warranty, if any, results from the warranty conditions of the third manufacturer. The same applies to warranty extensions or care packs from the manufacturer.

5. If goods are created or modified on the basis of the customer’s specifications, we are not obliged to check these specifications without a special agreement. The Purchaser shall not be entitled to any claims due to defects that can be traced back to these specifications or hardware or software supplied by third parties used by the Purchaser.

6. If we are obliged to install software or hardware, the customer must ensure a suitable hardware and software environment and ensure that the requirements for hardware, software and other environment, in particular the connection to the computer network including all cabling, are met before installation.

7. The installation of suitable computer workstations, in particular compliance with occupational health and safety regulations, is neither owed nor checked by us, but is the responsibility of the customer.

D) Supplemental Provisions on the Nature of Software.

1. Unless expressly agreed otherwise, the software subject to the contract is standard software that has not been individually manufactured for the needs of the customer. Supply contracts for software are therefore sales contracts. The parties agree that, according to the state of the art, it is impossible to develop standard software without errors for all application conditions.

2. Unless otherwise agreed, software is delivered in a version suitable for the Microsoft Windows operating system (current versions).

3. In the case of standard software from third-party manufacturers, we supply the customer with the manufacturer’s original user documentation. We are not obliged to provide any further documentation. On request, the customer can inspect the original user documentation to be delivered even before the contract is concluded. Incidentally, the documentation is supplied as online help as part of the software. If the customer wishes further written documentation, he can inform us of this before the conclusion of the contract. We will then make him an offer for such documentation.

4. If software is to be delivered, we are obliged to hand over the object code on a data carrier. There is no entitlement to the release or disclosure of the source code.

5. During test operations and during installation, the customer will ensure the presence of competent and trained employees and, if necessary, stop other work with the computer system. He will take care of the backup of all his data before each installation.

E) Rights of use.

1. Rights of use are only transferred to the customer upon full payment. If possibilities of use are granted before full payment, these are revocable at any time.

2. For standard software and other copyrighted material, the manufacturer’s terms of use apply. These Terms of Use shall be made available to the Purchaser upon request, even before the conclusion of the contract. Unless otherwise provided for in these Terms of Use or those agreed between the Purchaser and us, the following Terms of Use shall apply.

3. Unless otherwise agreed, the customer receives an unlimited and non-exclusive permission to use the software. This permit is non-transferable. The Purchaser is not permitted to grant rights of use to third parties. If no network license (= multi-user license) is purchased, use is only permitted on a single computer. If the hardware is changed, the software must be completely deleted from the hardware previously used. Simultaneous storage, stockpiling or use on more than one hardware unit is not permitted.

4. In the case of a network license, this right of use applies to the agreed individual seats of the contractually determined local network. The customer is obliged to prevent any use by third parties.

5. Unless otherwise required by law, the customer has no authority to reproduce, distribute, make publicly available, rent, modify or edit software or written material provided to him.

6. Existing copyright notices or registration features, such as registration numbers in the software, may not be removed or altered.

7. For any case of culpable violation of the above provisions by the customer, we are entitled, without prejudice to other rights, to demand a contractual penalty, which shall be determined by us in the individual case in accordance with § 315 of the German Civil Code (BGB) and the amount of which may be reviewed by the competent court.

8. Third parties within the meaning of this letter are also companies affiliated with the customer, or spatially or organizationally separate institutions, such as branches.

F) Prices, remuneration.

1. All prices are in EURO ex house plus shipping, insurance and packaging costs including original packaging. All prices are net amounts excluding taxes levied on sales such as sales tax, GST (Goods and Services Tax) and withholding taxes. We issue invoices in accordance with applicable law, in particular the Value Added Tax Act and applicable excise tax laws. Insofar as deliveries/services are subject to VAT and/or similar taxes, these taxes are to be paid by the Purchaser to us in addition to the price, subject to the regulation on withholding tax pursuant to sentence 5, insofar as this tax is not paid by the Purchaser as the recipient of the deliveries/services in accordance with the applicable laws, such as Articles 194 to 199 and 200 of Council Directive 2006/112/EC (reverse charge procedure/intra-Community acquisition) to the competent authority. tax authority. Insofar as deliveries/services are subject to withholding tax, these taxes are owed by the customer in addition to the invoice amounts and are to be paid to the competent tax authority.

2. Unless otherwise stated in the order confirmation, our list prices apply, alternatively our usual prices.

3. If a delivery period of more than six weeks is agreed or in the case of continuing obligations lasting longer than 6 weeks, we are entitled to increase the prices to be paid on the basis of the concluded contract for the provision of deliveries and services if:

the procurement costs for hardware, software or other services procured for resale to the purchaser increase,
the procurement costs for hardware, software and other services that we procure for our service provision to the customer increase (the procurement is to be regarded as dedicated if the hardware, software or other service can be delimited from the service provision for the customer),
the provision of the supplies/services under this contract is subject to increased and/or further sovereign taxes, duties or other burdens;
storage, transport (including transport insurance) and packaging costs increase not only insignificantly,
energy, heating and fuel prices increase not only insignificantly,
the rental costs / ancillary rental costs for rented SEIKUKEN data centers for housing, hosting and other data center services increase not only insignificantly,
the refinancing rate or other refinancing costs increase, provided that the customer has been informed that the provision of services is subject to financing,
wage costs or statutory non-wage labour costs increase significantly,
the technical infrastructure has to be changed due to legal requirements, resulting in unforeseeable costs at the time of conclusion of the contract, or
the other relevant costs for the price calculation increase as a result of unforeseeable circumstances beyond our control and beyond our control.
An adjustment must be equitable, in particular it must only be made to the extent necessary to compensate for the change, taking into account any savings, and must not be triggered by culpable conduct on our part. It must be announced in advance in writing with a notice period of at least 4 weeks, stating the reason. At the request of the customer, we will explain the amount of the adjustment in a comprehensible manner.

4. If the contract is a contract for work in which we are the contractor and the customer terminates the contract in accordance with Section 648 of the German Civil Code (BGB) before we have started to perform the service, we are entitled to a lump-sum remuneration of 5% of the agreed total remuneration. We are entitled to claim a higher appropriate remuneration.

5. If, after the conclusion of the contract, we find that assumptions that have become part of the contract are not correct (see letter B No. 3), the customer is obliged to compensate for any additional expenses according to the agreed or, alternatively, our usual rates, if we do not submit a supplementary offer.

6. If we deliver the goods on reusable pallets, a pallet exchange will take place in accordance with the following provisions. The customer will return the same number of exchangeable pallets of the same type and quality upon delivery of the palletized goods or deliver them to us free of charge within 1 month. The UIC standard 435 4 of the International Railway Association applies to exchangeability. The pallets handed over shall become the property of the recipient in accordance with their intended purpose. They are replaced by other pallets of the same type and quality Balance. If no timely return is made or pallets delivered by the customer are not exchangeable or of the same type and quality, we are entitled to charge the customer the price for new pallets. The customer is free to prove that the prerequisites for a deduction new for old or lesser damage are met.

G) Terms of payment.

1. The customer agrees that invoices can also be sent to him electronically. We can also use messengers or representatives for invoicing. The invoice will be sent to the generally announced address, fax number or electronic address, unless otherwise agreed by the parties.

2. Unless otherwise stated in the order confirmation or these conditions, invoices are due immediately and without deduction. If a payment date has not been agreed, the occurrence of the default shall be governed by the statutory provisions.

3. In the case of bank transfers, the timeliness of payments is based on availability to us. The acceptance of cheques and bills of exchange is only considered payment after redemption in the amount of the redeemed amount minus all expenses. We are not obliged to present bills of exchange and cheques in good time.

4. We are entitled to offset payments against the oldest invoice due, even if the Purchaser stipulates repayment to the contrary.

H) Rights of set-off and retention, assignment.

1. The customer is only entitled to offset claims that are undisputed or have been legally established. The Purchaser shall only be entitled to exercise rights of retention with undisputed or legally established claims arising from the same legal relationship.

2. The assignment of claims against us is excluded. This does not apply within the scope of application of Section 354a of the German Commercial Code.

I) Delivery, transfer of risk.

1. All deliveries are made at home. We do not guarantee the cheapest shipping method.

2. Except in cases of an obligation to deliver, the risk of loss and deterioration, regardless of the regulation of transport costs, shall pass to the customer upon delivery to the person commissioned with the shipment, even if we carry out the shipment ourselves.

3. If the customer notifies him of his wish before shipping, we will cover the delivery at his expense with transport insurance.

J) Default of performance, reservation of self-supply, impediments to performance, default of acceptance.

1. All dates and deadlines for the provision of deliveries/services by us are only binding if they have been designated as binding by us.

2. Even if a time is determined for the delivery or service according to the calendar or if the delivery or service has to be preceded by an event and a reasonable time for the delivery or service is determined in such a way that it can be calculated according to the calendar from the event onwards, we shall only be in default if the customer sends a reminder.

3. Since we purchase hardware and standard software from suppliers, we can withdraw from the contract if we ourselves are not supplied on time or correctly despite congruent orders.

4. Impediments to performance for which we are not responsible will lead to a corresponding extension of the delivery or performance period, even if we are already in default. This applies in particular to inadequate or non-existent self-supply (see Section 3), force majeure, war, natural disasters, traffic or operational disruptions, obstructed imports, shortages of energy and raw materials, official measures such as orders and warnings, for example in the event of epidemics or pandemics, and industrial disputes as well as the violation of the Purchaser’s duties or obligations to cooperate. We are without prejudice to the right of withdrawal according to No. 3 if the impediment to performance persists for an unknown period of time and the purpose of the contract is jeopardized. If the hindrance lasts longer than 2 months, the customer is entitled to withdraw from the contract with regard to the part that has not yet been fulfilled, if he is not entitled to a right of withdrawal from the contract as a whole.

5. An extension of the delivery or service period also occurs as long as the parties are negotiating a change to the delivery or service or we make a supplementary offer after assumptions in our offer, which have become part of the contract, turn out to be incorrect.

6. Compliance with our delivery obligation requires the timely and proper fulfilment of the obligations of the customer.

7. If the customer does not call off goods or services in due time, although he is subject to an obligation to accept, or if he does not accept ordered goods or services on time, we are entitled to demand 30% of the agreed price without VAT as compensation without proof in the context of the claim for damages due to non-performance, unless in accordance with the only significantly less damage has occurred. Insofar as a grace period is not dispensable in accordance with the statutory conditions, this shall only apply after the unsuccessful expiry of a reasonable grace period. If the customer does not accept goods on time, we are entitled to claim 10% of the agreed price excluding VAT as compensation without proof within the scope of damages due to default on the part of the customer, unless it can be proven that only significantly less damage has occurred. We reserve the right to assert an actually higher loss in each case. Insofar as we charge a lump sum for damages in accordance with this paragraph, this excludes the cumulative assertion of corresponding additional expenses in accordance with the following para. 8.

8. If the customer is in default of acceptance, we are entitled to charge our additional expenses according to our usual rates or, alternatively, at customary market rates, in particular for the deployment of personnel and storage. We reserve the right to assert actually higher additional expenses.

K) Entitlement endangerment.

1. If, after conclusion of the contract, it becomes apparent that our claim to the counter-performance is endangered by the customer’s lack of ability to perform, the customer must provide security for his consideration in the absence of an obligation to perform in advance. If our contractual obligation consists of a work, service or delivery of goods to be procured for the customer that cannot be sold elsewhere at any time, we may demand that the customer pay in advance in the amount of our procurement costs or, at our discretion, in the amount of 50% of his consideration and provide security for the remaining amount.

2. In addition, § 321 of the German Civil Code applies with the proviso that we can also refuse to perform in the event of endangerment of other claims arising from the same legal relationship within the meaning of § 273 of the German Civil Code.

3. If payment in instalments has been agreed, the entire remaining claim shall become due if the purchaser is in arrears in whole or in part with at least two consecutive instalments. Deferral agreements become invalid if the customer is in default with a service or if the requirements of Section 321 of the German Civil Code (BGB) with regard to a claim are met.

L) Ownership.

1. We retain ownership of the items supplied by us until receipt of all payments from the entire business relationship. In deviation from § 449 (2) of the German Civil Code (BGB), we are entitled to demand the return of the items without withdrawing from the purchase contract if the customer is in default with the payment of the purchase price in whole or in part.

2. The customer is obliged to treat the delivery item or the other items in our ownership or co-ownership according to this letter with care. In particular, he is obliged to insure them at his own expense against fire, water, theft and vandalism damage at sufficient replacement value. If maintenance and inspection work is required, it must carry it out in good time at its own expense.

3. In the event of seizures or other interventions by third parties, the customer must notify us immediately in writing so that we can file a lawsuit in accordance with Section 771 of the Code of Civil Procedure. If the third party is not in a position to reimburse us for the judicial and extrajudicial costs of a lawsuit pursuant to Section 771 of the Code of Civil Procedure, the customer shall be liable for the loss incurred by us.

4. The Purchaser shall be entitled to process or resell the delivery item in the ordinary course of business. If the goods subject to retention of title are processed by the customer, the processing is carried out for us as the manufacturer and we immediately acquire ownership or – if the processing is carried out from substances of several owners or if the value of the processed item is higher than the value of the goods subject to retention of title – co-ownership of the new item in proportion to the value of the goods subject to retention of title to the value of the newly created item. In the event that no such acquisition of ownership should occur with us, the customer shall already transfer to us the future ownership or, in the relationship described above, the co-ownership. If the delivery item is combined with other items to form a single item or is inseparably mixed and one of the other items is to be regarded as the main item, we shall transfer to the customer the co-ownership of the uniform item on a pro rata basis in the ratio specified in sentence 2, insofar as the main item belongs to us. In the event of a resale, the purchaser shall assign to us all claims in the amount of the final invoice amount, including VAT, which accrue to him from the resale against his customers or third parties. The customer remains authorised to collect this claim even after the assignment, provided that he has created the conditions for the forwarding of the collected amounts to us and as long as the requirements of the provision on endangerment of claims (§ 321 BGB) do not apply. Our authority to collect the claim ourselves remains unaffected by this. At our request, the customer is obliged to disclose the assignment and to hand over to us the documents and information necessary for the assertion of the claim.

5. We undertake to release the securities to which we are entitled at the request of the purchaser to the extent that the value of our securities exceeds the claims to be secured by more than 20%. It is up to us to select the securities to be released.

6. If the extended or extended retention of title regulated in this letter L is subject to a foreign legal system in accordance with the rules of private international law and if the retention of title regulated in this letter L is invalid under the law applicable there, or if additional conditions are required for its validity that are not met, the following retention of title shall apply exclusively: Until full payment has been made, the delivery item shall remain in our Property.

M) Limitation.

1. Limitation of liability on the merits. We are not liable for simple negligence on the part of our organs, legal representatives, employees or other vicarious agents. This limitation of liability does not apply to:

1.1. Damage resulting from injury to life, limb or health caused by at least negligent breach of duty,

1.2. Other damages caused by at least grossly negligent breach of duty or by at least negligent breach of essential contractual obligations (duties the fulfilment of which is essential for the proper execution of the contract in the first place and on the compliance of which the contractual partner may regularly rely),

1.3. Damages that fall within the scope of protection of an assurance given by us (guarantee, § 276 para. 1 BGB) or a guarantee (§ 443 BGB),

1.4. Claims arising from the Product Liability Act.

2. Limitation of liability in terms of amount. Our liability for simple negligence or grossly negligent conduct of our vicarious agents who are not legal representatives or executives (simple vicarious agents) is, with the exception of the cases of the above No. 1.1, 1.3 and 1.4 are limited to the damage typically expected at the conclusion of the contract and, in the case of a claim for reimbursement of futile expenses, to the amount of the interest in performance. In the event of loss of data, in the event of simple negligence, we shall only be liable for the effort that would have been necessary to restore the data if the data had been properly and regularly secured by the customer.

3. Liability arising from pre-contractual obligations and business contacts This letter M shall also apply to claims for damages by the purchaser arising from contractual obligations arising from the commencement of contract negotiations, the initiation of a contract or similar business contacts. If a contract is concluded between us and the customer, the customer waives all claims that go beyond the liability according to this letter M.

4. Tortious claims. This letter M also applies to tortious claims by the customer.

5. Limitation of Liability for the Benefit of Third Parties. Insofar as liability is excluded or limited in accordance with this letter M, this also applies to the personal liability of our employees, representatives and vicarious agents.

6. Without prejudice to letter N no. 7, other claims for damages and for reimbursement of futile expenses of the Client shall become time-barred within one (1) year. This does not apply to claims for damages due to injury to life, limb or health. This also does not apply to claims of the Client under the Product Liability Act, in the case of assurance (guarantee, § 276 para. 1 BGB) or guarantee (§ 443 BGB) as well as claims due to other damages based on an intentional or grossly negligent breach of duty.

7. Indemnification of Third Party Claims. The Purchaser shall indemnify us against all claims by its vicarious agents or other third parties employed by it that go beyond the liability pursuant to this letter M, including claims arising from pre-contractual obligations and business contacts.

N) Claims of the customer in the event of defects (material and legal defects).

1. Obligation to investigate and complain. Rights of the customer due to material defects are subject to proper inspection and complaint (§ 377 HGB).

2. Defects in used items. In the case of the purchase of used goods, the rights of the customer are excluded due to defects. This does not apply to claims based on an assurance (guarantee, § 276 para. 1 BGB) or guarantee (§ 443 BGB) issued by us or if we have fraudulently concealed the defect (§ 444 BGB). This also does not apply to claims for damages, but liability is excluded for claims for damages due to negligent defective delivery, except for damages resulting from injury to life, limb or health, at least damage caused by gross negligence, damage that falls within the scope of protection of an assurance given by us (warranty, § 276 para. 1 BGB) or a guarantee (§ 443 BGB) as well as claims under the Product Liability Act.

3. Remedy. We are entitled to remedy the defect at our discretion by rectifying or delivering a defect-free item (supplementary performance). In the event of failure of subsequent performance, the Purchaser may reduce the purchase price or, if a construction service is not the subject of the liability for defects, withdraw from the contract at his discretion. Our obligation to bear the expenses necessary for the purpose of subsequent performance or the repossession of the replaced item, in particular transport, travel, labor and material costs, is excluded in any case insofar as the expenses increase because the purchased item is not to be paid after delivery to another place as the addressee’s domicile or commercial establishment, unless the removal corresponds to the intended use of the goods. The right of the purchaser pursuant to Section 439 (3) sentence 1 of the German Civil Code (BGB) to demand the necessary expenses for the removal of the defective item and the installation or attachment of the repaired or delivered defect-free item is limited in amount to 150% of the purchase price of the item in a defect-free condition or 200% of the defect-related reduced value. The Purchaser’s right to compensation for damages as well as reimbursement of expenses in the event of recourse (Section 478 (2) of the German Civil Code) shall remain unaffected by the provisions of this Section.

4. Defects in supplied hardware and software.
a) In deviation from the above No. 3 In the case of the delivery of hardware and standard software from third-party manufacturers as well as in the case of the involvement of third parties in the case of care services, we may assign our corresponding claims against our supplier, the manufacturer or other third parties to the customer for the purpose of rectification or replacement delivery. In this case, the Purchaser shall, if necessary, make a legal claim against our supplier or the manufacturer for subsequent performance, compensation for damages or reimbursement of expenses after self-performance, before asserting its right to subsequent performance by us, reimbursement of expenses after self-performance, compensation for damages or reimbursement of expenses after self-performance, unless this is unreasonable for the Purchaser. If the customer incurs costs that he cannot collect from the customer despite foreclosure, we are obliged to compensate the customer.

b) The above also applies if we have adapted, configured or otherwise changed the software or hardware for the needs of the customer, unless the material defect was caused by our performance.

5. Interventions by the customer. In the event of interventions by the Purchaser in the goods, in particular in the program code, which are not contractually permitted by the operating instructions or other instructions for use, the Purchaser shall not be entitled to any claims for defects if the Purchaser does not demonstrate and prove to us that the defect is not due to the intervention.

6. recourse claims (§ 445a BGB). The following regulations only apply if the end customer is not a consumer: The customer is only entitled to recourse claims if we are responsible for the defect; if the customer is claimed by a customer for subsequent performance, he shall only be entitled to recourse claims against us if he has given us the opportunity for subsequent performance. The customer is only entitled to recourse claims if we would not have been entitled to refuse subsequent performance on our part. Only subsequent performance expenses that have led to successful supplementary performance are eligible for recourse. If the customer has taken back the purchased item or the buyer has reduced the purchase price, the customer is only entitled to recourse claims against us if he could not have averted the return or reduction by subsequent performance. The amount of the customer’s right of recourse is limited to the amount of the net purchase price of the goods concerned.

7. Limitation of claims due to defects, insofar as not excluded by these conditions: In the case of intentional or grossly negligent breaches of duty, in the event of fraudulent concealment of a defect, in the event of damage resulting from injury to life, limb or health, in the case of claims under the Product Liability Act as well as in the case of assurance (guarantee, § 276 para. 1 BGB) or guarantee (§ 443 BGB) or if we have fraudulently concealed the defect (§ 444 BGB), the statutory provisions on the statute of limitations apply. All other material defect claims of the Client shall become statute-barred after one (1) year. The same applies to:

Claims for defects of title with the following exception: Notwithstanding sentence 1, claims for a defect consisting of a right in rem of a third party on the basis of which surrender of the purchased item can be demanded shall become time-barred after five (5) years.
Recourse claims, provided that the end customer is not a consumer. In these cases, the suspension of expiry pursuant to Section 445b (2) and (3) of the German Civil Code (BGB) is also excluded.

O) Participation of the customer in the event of defects.

1. For any rectification, the Purchaser shall provide us with the information necessary for fault diagnosis and rectification, if necessary on request, and in the event of rectification by remote data transmission or telephone, provide us with a trained and competent employee who shall assist in the rectification. In the event of subsequent performance on site, we must be given unhindered access to the defective goods and, if necessary, other work on the hardware or in the customer’s network must be stopped.

2. The customer is obliged to report any defects found in hardware or software in as detailed and reproducible a manner as possible.

3. If the customer makes a claim against us for supplementary performance and it turns out that there is no claim for supplementary performance (e.g. user error, improper handling of the goods, absence of a defect), the customer must reimburse us for all costs incurred in connection with the inspection of the goods and the subsequent performance, unless he is not responsible for our claim.

4. In the event of a failure of the system due to an error for which we are responsible, we will restore the data to the state of the data backup last carried out by the customer before the failure. The Purchaser shall provide the relevant data in machine-readable form.

5. If the Purchaser is held liable for the infringement of the rights of third parties or for an injunction to refrain from further use of the delivery item, he must inform us of this immediately.

P) Partial service.

1. Partial deliveries, partial services and corresponding invoices are permissible if they are not unreasonable for the customer.

2. If we have only received a partial delivery or service from a third-party manufacturer of standard software or hardware, the Purchaser shall not lack an interest in the partial delivery or service if we provide a reasonable subsequent performance for the Purchaser by our own means. In the case of documentation, we can also provide supplementary performance through a hotline service.

Q) Return.

The customer is generally not entitled to a contractual right of return. Something else only applies if we have expressly granted him a right of return in writing. Such rights of return only apply to tangible objects, i.e. in particular not to software that is delivered intangibly (not on CD/DVD). There is no entitlement to the granting of a right of return in any case. Returns of goods without prior agreement on a right of return will be rejected without exception. If we grant the customer a right of return, this only applies to goods that have already been paid for. Excluded from any right of return are individually manufactured, configured, adapted, processed, promotional, clearance, discontinued, discontinued or other goods that deviate from the current series standard. The right of return expires no later than 2 weeks after receipt of the goods and can only be effectively exercised by returning them in due time, the decisive factor is the arrival of the goods by us,

1. in the case of software: originally packaged and unopened, including data carriers and documentation;

2. in the case of hardware: the equipment supplied, including accessories, documentation and complete original packaging, in unaltered condition, in particular undamaged.
The return shipment is at the expense and risk of the customer. In his own interest, he will choose the safest transport route and ensure sufficient insurance. Partial returns of deliveries require separate agreement.

R) Restrictions on Use.

The goods are made available for their intended use in accordance with the manufacturer’s instructions for use. On request, we will provide the customer with these instructions for use before ordering. The use of our supply and service is prohibited

in connection with the planning, design, manufacture, monitoring, control or delivery of nuclear or nuclear installations,
in connection with the planning, design, manufacture or delivery of aircraft or spacecraft, including the control and monitoring of air or space traffic, or
for weapon systems.

S) Activity of employees at the customer.

1. If deliveries/services of our employees or vicarious agents are provided by the customer, the customer shall provide suitable premises and equipment at his own expense, unless we have assumed this.

2. The Purchaser shall ensure, at its own expense, by means of suitable organisational and spatial measures, that our employees or vicarious agents are not integrated into the Purchaser’s business.

3. The customer has no right to issue instructions to our employees or vicarious agents. The customer’s right to issue instructions within the framework of service or work contracts can only be exercised vis-à-vis one of our legal representatives or a person named as authorized to represent them.

T) Decreases.

1. If acceptance is required by contract or law, the following provisions apply.

2. At our request, partial acceptance tests must be carried out for definable deliverable/service parts that can be used independently or for service parts on which further services are based, if the service parts to be accepted can be tested separately. If all service components have been accepted, the last partial acceptance is also the final acceptance.

3. If the service requiring acceptance also includes the delivery of hardware or standard software, we are entitled to charge the customer for the remainder of the service, regardless of any acceptance of the service.

U) Export.

We are obliged by law and in relation to suppliers to comply with the export restrictions of the national and international authorities. Law, in particular EU and US law, and to impose these restrictions on the purchaser as well. The customer is obliged to observe these regulations as well. Upon request, we will provide the customer with information about the goods and services that are affected by contractual contracts of submission to U.S. export law. The customer is solely responsible for compliance with export regulations. We are under no obligation to ship goods or provide services to places where export restrictions apply. Otherwise, the customer will, at our discretion, pick up the goods at our place of dispatch or name an alternative address.

V) Suspension of the statute of limitations in negotiations.

The limitation period for claims by the customer in negotiations shall only be suspended if we have entered into negotiations in writing. The suspension ends 3 months after our last written statement.

W) Special regulations for temporary use.

1. If we agree with the customer on the transfer of an item for a limited period of time, e.g. hardware or software or storage space (cloud computing), these terms and conditions shall apply in accordance with the following overriding provisions.

2. Unless otherwise stipulated, the usage fee is to be paid monthly in advance, at the beginning or end of the month on a pro rata basis.

3. Strict liability for initial defects is excluded unless it is a characteristic guaranteed by us (guarantee, § 276 para. 1 BGB).

4. The customer is not permitted to transfer the use to third parties, e.g. within the framework of a sublease, or to change the agreed one, in the absence of an agreement on the first location with the customer.

5. In the case of tangible objects that are handed over to the customer or software that the customer uses on his hardware or on hardware of third parties, we are not obliged to preserve the object provided during the term of the contract. This is done by the customer. The calculation of the price is based on this distribution of tasks. The customer is free to make use of any support or maintenance services offered by us or the manufacturer for a fee, and we cooperate to the extent necessary in any acquisition of such services from the manufacturer. Changes to the subject matter of the contract may only be made with our consent. In the case of hardware, this applies in particular to the installation of new hardware parts or operating programs. The installation of application software is at the customer’s own risk and expense. In the case of software, the installation and application of updates is only permitted with our express consent and is carried out at the customer’s own expense and risk. We are obliged to give consent to the extent necessary for the maintenance of the software. The customer cannot claim a reduction compared to the usage fee, but any claims for repayment of the usage fee remain unaffected.

6. In the case of intangible objects, such as storage space (cloud) or ASP contracts (Application Service Providing), usability is based on the agreed availability rate. We may provide the service in whole or in part through third parties. If certain third parties are named in the contract, their terms of use/performance shall prevail. Upon request, the customer will receive information about the use of third parties as well as insight into their terms of use/service before the conclusion of the contract, and at any time upon request after the conclusion of the contract.

7. The Purchaser may only store or otherwise process content whose use does not violate German or applicable foreign law, in particular is not punishable by a criminal offence or a fine, is in conflict with data protection law or violates third-party property rights, such as copyright, patent, name or trademark rights. In the case of the transfer of storage space (cloud), we are entitled to temporarily block access immediately until the conclusion of a legal review if there are indications of a violation of the above obligations or if third parties or authorities do not raise obviously unfounded complaints against the content or acts of use of the customer. The customer shall be heard beforehand as far as possible.

8. The Purchaser shall be entitled to terminate the contract due to non-granting or withdrawal of use in accordance with the contract only after the fruitless expiry of a reasonable period of time for replacement delivery. It is not necessary to set a deadline if we have seriously and definitively refused to deliver a replacement or if there are special circumstances that justify immediate termination after weighing up the interests of both parties.

9. For software that has been made available to the customer, after termination of the contract, all copies of the software or parts thereof must be deleted in such a way that restoration is technically impossible. The customer must affirm this in writing. We are entitled to check the cancellation at our own expense on site at the customer’s premises after prior notice and to access all necessary facilities, such as computers and IT systems of the customer. The customer shall cooperate to the extent necessary.

X) Privacy.

We process personal data in accordance with the legal data protection requirements. Our data protection regulations for order processing in accordance with Art. 28 EU GDPR also apply to order processing.

Y) Place of performance, choice of law, language of contract, place of jurisdiction.

1. In the case of contracts with merchants, the place of performance is the registered office of our company for both parties.

2. These terms and conditions and the entire legal relationships of the parties are subject to substantive German law. Insofar as contractual conditions of third parties are applicable between us and the customer that are subject to foreign law, this law shall apply. The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded.

3. The language of the contract is German. Insofar as translations of these Terms and Conditions into other languages are provided, the German version shall remain the only legally authoritative for the interpretation of the provisions.

4. If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from the contractual relationship is the registered office of our company, whereby we are entitled to sue the customer at another statutory place of jurisdiction. With regard to all other customers, our registered office is agreed to be the place of jurisdiction for all disputes arising from the contractual relationship in the event that the party to be sued in the lawsuit moves its domicile or habitual abode out of Germany after conclusion of the contract or its domicile or habitual abode is not known at the time the action is filed.

5. The invalidity of provisions in these Terms and Conditions of Contract or any other provision agreed between the parties shall have no influence on the validity of the remaining provisions of these General Terms and Conditions of Delivery and Performance or other agreements. In the case of provisions otherwise agreed between the parties, the parties are obliged to replace the invalid provisions with such effective provisions that come as close as possible to the meaning of the invalid provisions.

January, 1st 2025

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