§ 1 General
(1) The following terms and conditions of sale and delivery shall apply exclusively to all deliveries and other services; they shall apply only to entrepreneurs within the meaning of Section 310 (1) in conjunction with Section 14 of the German Civil Code. § 14 of the German Civil Code.

(2) Deviating terms and conditions of the Buyer which are not expressly acknowledged by the Seller shall not be binding, even if the Seller does not expressly object to them.

(3) The inclusion and interpretation of these Terms and Conditions of Sale and Delivery shall be governed exclusively by the laws of the Federal Republic of Germany, as shall the conclusion and interpretation of legal transactions with the Buyer itself. The application of the Uniform Law on the Formation of Contracts for the International Sale of Goods, the Uniform Law on the International Sale of Goods of the UN Sales Convention are excluded.

(4) The invalidity of individual provisions of this contract or its components shall not affect the validity of the remaining provisions. The contracting parties shall be obligated, within the scope of what is reasonable and in good faith, to replace an invalid provision with a valid provision that is equivalent to its economic success, provided that this does not result in any significant change to the content of the contract; the same shall apply if a matter requiring regulation is not expressly regulated.

(5) The place of performance for all obligations arising directly or indirectly from this contractual relationship, including the obligation to pay, shall be the registered office of the Seller.

(6) The place of jurisdiction shall be the place of jurisdiction responsible for the Seller’s registered office, insofar as the Buyer is a merchant. The Seller shall also be entitled to bring an action before a court having jurisdiction over the Buyer’s registered office or a branch office.

(7) The following terms and conditions shall apply both to deliveries of goods (“Goods”) and to services rendered or software licenses granted.

§ 2 Offers, Scope of Services and Conclusion of Contract

(1) Contractual offers of the Seller are subject to confirmation.

(2) The Seller’s order confirmation shall be exclusively authoritative for the scope of the contractually owed performance.

(3) The Seller reserves the right to make changes to hardware or software components, provided that these changes do not contradict either the order confirmation or the Buyer’s specification. The Buyer shall furthermore agree to any further proposed changes by the Seller, provided that such changes are reasonable for the Buyer and the originally intended purpose of the object of sale is essentially fulfilled. This shall also apply in particular to software products created by the Seller or adaptations to software products.

(4) Partial deliveries are permissible.

(5) The documents on which the offer or the order confirmation is based, such as illustrations, drawings, dimensions and weights, are generally only to be understood as approximate values, unless they are expressly designated as binding.

§ 3 Prices and terms of payment

(1) Prices are ex Blieskastel excluding packaging and other shipping, transport or travel expenses. The packaging will be charged at cost price and will only be taken back if the Seller is obliged to do so by virtue of mandatory statutory provisions.

(2) If more than 4 months elapse between the conclusion of the contract and delivery, without the Seller being responsible for a delay in delivery, the Seller may reasonably increase the price, taking into account any material, wage and other ancillary costs incurred, which shall be borne by the Seller. If the purchase price increases by more than 40%, the Buyer shall be entitled to withdraw from the contract.

(3) If the Seller takes into account the Buyer’s requests for changes, the additional costs incurred thereby shall be charged to the Buyer.

(4) In the event that the payment deadline is culpably exceeded, interest shall be charged at a rate of 8% above the applicable base interest rate, subject to the assertion of further claims.

§ 4 Offsetting and retention

Offsetting and retention are excluded unless the offsetting claim is undisputed or has been legally established.

§ 5 Delivery period

The specification of a delivery date shall be made at our best discretion and shall be extended appropriately if the Buyer delays or fails to perform any required or agreed cooperative actions on his part. The same shall apply in the event of measures within the scope of industrial disputes, in particular strikes and lockouts, as well as in the event of unforeseen obstacles occurring which are beyond the Seller’s control, e.g. delayed delivery by a sub-supplier, traffic and operational disruptions, shortage of materials or energy, etc. The delivery period shall be extended accordingly. Changes to the delivered goods initiated by the Buyer shall also lead to a reasonable extension of the delivery period.

§ 6 Transfer of risk

The risk shall pass to the Buyer as soon as the Seller has made the goods available to the Buyer and has notified the Buyer thereof.

§ 7 Retention of title

(1) The Seller shall retain title to the goods delivered until payment has been made in full. The retention of title shall also apply until all claims, including future and conditional claims, arising from the business relationship between the Buyer and the Seller have been satisfied.

(2) The Buyer shall not be entitled to assign or pledge the goods by way of security, but shall be entitled to further sell the goods subject to retention of title in the ordinary course of business. He hereby already assigns to the seller the claims arising from this against his business partners.

(3) If the goods are treated or processed by the Buyer, the retention of title shall also extend to the entire new item. The Buyer shall acquire co-ownership to the fraction corresponding to the ratio of the value of its goods to that of the goods delivered by the Seller.

(4) If the value of all securities existing for the Seller exceeds the existing claims by more than 10% on a sustained basis, the Seller shall release securities of the Seller’s choice at the Buyer’s request.

(5) The Seller shall be entitled to assert the rights of retention of title without withdrawing from the contract.

§ 8 Claims for defects

(1) If the purchase is a commercial transaction for both parties, the Buyer shall inspect the goods immediately upon receipt, insofar as this is feasible in the ordinary course of business, and, if a defect becomes apparent, notify the Seller without delay. If the Buyer fails to give such notice, the goods shall be deemed to have been accepted, unless the defect was not recognizable during the inspection. In all other respects, §§ 377 ff. HGB SHALL APPLY.

(2) Claims for defects shall be limited to subsequent performance. If the subsequent performance fails, the Buyer shall be entitled to demand, at its option, a reduction of the remuneration or rescission of the contract.

(3) Further claims of the Buyer, unless they result from an assumption of guarantee, are excluded. This shall not apply in the event of intent, gross negligence or breach of material contractual obligations on the part of the Seller.

(4) Claims for defects shall become statute-barred one year after delivery of the purchased item.

§ 9 Liability

Claims for damages by the Buyer shall be excluded. This shall not apply in the event of intent, gross negligence, breach of material contractual obligations of the Seller or assumption of guarantee.

§ 9 Final Provisions

(1) Should any of the aforementioned conditions be invalid due to legal or other regulations, they shall be replaced by conditions which come closest to the originally intended purpose and which do not violate the provision causing the invalidity.