Terms and Conditions

GENERAL TERMS AND CONDITIONS

A) General, Scope of Application, Definition of Terms

All contracts for deliveries and services as well as legal relationships arising from the commencement of contractual negotiations, initiation of a contract or similar business contacts with entrepreneurs, legal entities under public law or special funds under public law (hereinafter “Customer”), are subject to our following conditions. These conditions also apply to future contracts and business contacts in the version that we have made known to the Customer in their wording at the latest when this legal relationship is established.
Our terms and conditions apply exclusively; deviating or supplementary conditions of the Customer that are unfavorable to us do not become part of the contract even if we do not object to them separately.
The contract content is determined by the written agreements. No further agreements have been made. Contract changes or supplements are only effective if they are confirmed by us in writing.
Changes to the conditions are communicated to the Customer in writing for ongoing contractual relationships, marking the changed provisions, and are deemed agreed if the Customer continues the ongoing contractual relationship without objecting within a reasonable period.
“Goods” within the meaning of this contract are, unless otherwise specified, all objects to be transferred to the Customer according to the contract, including software, even if it is provided intangibly, e.g. through electronic transmission means.
For services obtained by the Customer or on behalf of the Customer via the Bechtle Clouds Portal (www.bechtle-clouds.com), the service-specific General Contract Terms apply with priority.
For the maintenance of hardware or software, a separate contract between us and the Customer is required, for which our Supplementary Terms and Conditions for Hardware and Software Maintenance apply (see http://www.bechtle.com/de/egb).

B) Offer, Offer Documents, Cost Estimate, Acceptance, Supplementary Offers

Our offers are subject to change and merely represent invitations to the Customer to submit an offer, unless expressly stated otherwise by us. Offers from the Customer are accepted when we have confirmed them in writing, e.g. through order confirmation or advance payment invoice, or have executed the delivery or service.
We reserve ownership and copyright rights to all documents provided to the Customer, particularly data carriers, documentation, illustrations, drawings, calculations; they may not be used for purposes other than those contractually agreed and may not be made accessible to third parties and must be returned to us immediately free of charge when the contract is terminated or the contractual purpose of use is fulfilled.
The Customer is obligated to keep the information and data contained therein secret. This applies in particular to such documents and information that are designated as “confidential”. We are entitled to demand documents at any time if confidentiality is not ensured. The obligation to maintain confidentiality is not affected by termination of the contract.
The Customer is obligated to carefully check our offer for accuracy and appropriateness. This applies in particular to project offers in which we have made assumptions designated as such, which we have based on our calculation and service description. If such assumptions do not apply, the Customer will inform us so that we can correct the offer.
We are entitled to issue subcontracts.
If a cost estimate is prepared on behalf of the Customer, the costs are to be reimbursed by the Customer according to time expenditure.

C) Quality of Goods or Services

Our goods are exclusively intended for use by the Customer. If the Customer intends to deliver the goods acquired from us to a consumer, entrepreneur or to a reseller who in turn supplies consumers or entrepreneurs with such goods, he must inform us of this.
Technical data sheets issued by us or the manufacturer form part of the contractual quality agreement. Properties, uses or public statements that we have made or that another link in the contractual chain has made only belong to the owed requirements insofar as they have been expressly and in writing agreed upon in the contract.
We reserve the right to make commercially customary technical changes, particularly improvements, until delivery, if this only results in insignificant changes in quality and the Customer is not unreasonably affected.
Information about the quality or durability of goods or services does not contain a guarantee (assurance) within the meaning of § 276 Para. 1 BGB and no guarantee within the meaning of § 443 BGB, unless we have expressly assumed such in writing. If a third-party manufacturer of a product provides a guarantee, this is passed on to the Customer; the scope of any manufacturer guarantee granted results from the guarantee conditions of the third-party manufacturer. The same applies to guarantee extensions or care packs from the manufacturer.
If goods are created or modified based on Customer specifications, we are not obligated to review these specifications without special agreement. The Customer has no claims for defects that are attributable to these specifications or to hardware or software supplied by third parties used by the Customer.
If we are obligated 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 communicated to him, particularly connection to the computer network including all cabling, are met before installation.
The establishment of suitable computer workstations, particularly compliance with occupational safety regulations, is neither owed nor checked by us, but is the Customer’s responsibility.

D) Supplementary Provisions for Software Quality

Software subject to contract is, unless expressly agreed otherwise, standard software that has not been individually manufactured for the Customer’s needs. Delivery contracts for software are therefore purchase contracts. The parties agree that according to the state of technology, it is impossible to develop standard software error-free for all application conditions.
Software is delivered, unless otherwise agreed, in a version suitable for the Microsoft Windows operating system (current versions).
For standard software from third-party manufacturers, we provide the Customer with the original user documentation from the manufacturer. We are not obligated to provide documentation beyond this. Upon request, the Customer receives access to the original user documentation to be delivered even before contract conclusion. Otherwise, documentation is provided as online help within the software. If the Customer desires more extensive written documentation, he can inform us of this before contract conclusion. We will then provide him with an offer for such documentation.
If software is to be delivered, we are obligated to hand over the object code on a data carrier. There is no claim to release or disclosure of the source code.
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 ensure backup of all his data before each installation.

E) Usage Rights

Usage rights only transfer to the Customer upon complete payment. Insofar as usage possibilities are granted before complete payment, these are revocable at any time.
For standard software and other copyrighted material, the manufacturer’s terms of use apply. These terms of use are made available to the Customer upon request, even before contract conclusion. Unless these or usage conditions agreed between the Customer and us provide otherwise, the following usage conditions apply.
The Customer receives, unless otherwise agreed, a temporally unlimited, non-exclusive permission to use the software. This permission is not transferable. Granting usage rights to third parties is not permitted to the Customer. If no network license (= multi-user license) is acquired, use is only permitted on a single computer. When changing hardware, the software must be completely deleted from the previously used hardware. Simultaneous storage, keeping in stock or use on more than one hardware unit is prohibited.
For a network license, this usage right applies to the agreed individual workstations of the contractually determined local network. The Customer is obligated to prevent any use by third parties.
Unless legally mandatorily prescribed otherwise, the Customer does not have the authority to reproduce, distribute, make publicly accessible, rent, modify or edit software or written material provided to him.
Existing copyright notices or registration features, such as registration numbers in the software, may not be removed or changed.
For each case of culpable violation by the Customer of the above provisions, we are entitled, without prejudice to other rights, to demand a contractual penalty, which is determined by us in individual cases according to § 315 BGB and whose amount can be reviewed by the competent court.
Third parties within the meaning of this section also include companies affiliated with the Customer, or spatially or organizationally separate facilities, such as branch offices.

F) Prices, Remuneration

All prices are valid in EURO ex works plus shipping, insurance and packaging costs including original packaging. All prices are net amounts without taxes levied on sales, such as VAT, GST (Goods and Services Tax) and withholding taxes. We issue invoices in accordance with applicable law, particularly VAT law and applicable consumption tax laws. Insofar as deliveries/services are subject to VAT and/or similar taxes, these taxes are to be paid by the Customer to us in addition to the price, subject to the regulation on withholding tax according to sentence 5, unless this tax is to be paid by the Customer as recipient of the deliveries/services to the competent tax authority according to the respectively applicable laws, such as Articles 194 to 199 and 200 of Council Directive 2006/112/EC (reverse charge procedure/intra-Community acquisition). Insofar as deliveries/services are subject to withholding tax, these taxes are owed by the Customer in addition to the invoice amounts and must be paid to the competent tax authority.
Unless otherwise stated in the order confirmation, our list prices apply, alternatively our usual prices.
When agreeing on a delivery period of more than six weeks or for ongoing contractual relationships lasting longer than 6 weeks, we are entitled to increase the prices to be paid based on the concluded contract for the provision of deliveries and services if:
– procurement costs for hardware, software or other services procured for resale to the Customer increase,
– procurement costs for hardware, software and other services that we procure dedicatedly for our service provision to the Customer increase (procurement is considered dedicated if the hardware, software or other service can be attributably assigned to service provision for the Customer),
– the provision of deliveries/services under this contract is subject to increased and/or additional sovereign taxes, levies or other burdens;
– storage, transport (including transport insurance) and packaging costs increase not just insignificantly,
– energy, heating costs and fuel prices increase not just insignificantly,
– rental costs / ancillary rental costs for rented Bechtle data centers for housing, hosting and other data center services increase not just insignificantly,
– the refinancing rate or other refinancing costs increase, provided the Customer was informed that service provision is subject to financing
– wage costs or statutory wage ancillary costs increase significantly,
– technical infrastructure must be changed due to legal requirements and thereby costs arise that were not foreseeable at contract conclusion or
– other costs relevant for price calculation increase as a result of unforeseeable circumstances not caused or influenced by us.
An adjustment must correspond to fairness, in particular it may only be made to the extent necessary to compensate for the change, taking into account any savings, and must not be triggered by culpable behavior on our part. It must be announced in advance in writing with at least 4 weeks’ notice, stating the reason. Upon request of the Customer, we will comprehensibly explain the amount of the adjustment.
If the contract is a work contract in which we are the contractor and the Customer terminates according to § 648 BGB before we have begun performance, we are entitled to a flat-rate remuneration of 5% of the agreed total remuneration. We are entitled to claim higher appropriate remuneration.
If we determine after contract conclusion that assumptions that have become part of the contract do not apply (see Section B No. 3), the Customer is obligated to compensate any additional expenditure according to the agreed rates, alternatively our usual rates, if we do not submit a supplementary offer.
If we deliver goods on reusable pallets, pallet exchange takes place according to 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 free of charge to us within 1 month. For exchangeability, the UIC standard 435-4 of the international railway association applies. The transferred pallets pass into the ownership of the recipient as intended. They are to be compensated by other pallets of the same type and quality. If timely return delivery does not occur 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 the prerequisites for a deduction of new for old or lesser damage.

G) Payment Conditions

The Customer agrees that invoices can also be transmitted to him electronically. We can also use messengers or representatives for invoicing. The invoice is sent to the generally announced address, fax number or electronic address, unless the parties agree otherwise.
Unless otherwise stated in the order confirmation or these conditions, invoices are due immediately and without deduction. If no payment date is agreed, the occurrence of default is governed by statutory provisions.
For transfers, the timeliness of payments depends on availability to us. Acceptance of checks and bills of exchange only counts as payment after redemption in the amount of the redeemed amount minus all expenses. We are not obligated to timely presentation of bills and checks.
We are entitled to offset payments to the oldest due invoice even if the Customer’s payment designation is to the contrary.

H) Set-off and Retention Rights, Assignment

The Customer is only entitled to set-off with undisputed or legally established claims. The Customer is only entitled to exercise retention rights with undisputed or legally established claims from the same legal relationship.
Assignment of claims directed against us is excluded. This does not apply in the scope of application of § 354a HGB.

I) Delivery, Transfer of Risk

All deliveries are made ex works. We do not guarantee the cheapest shipping method.
Except in cases of a delivery obligation, the risk of loss and deterioration passes to the Customer upon delivery to the person commissioned with shipping, regardless of the regulation of transport costs, even if we carry out the shipping ourselves.
If the Customer communicates his wish before shipping, we will cover the delivery at his expense through transport insurance.

J) Delay in Performance, Reservation of Self-Supply, Performance Obstacles, Default of Acceptance

All dates and deadlines for the provision of deliveries/services by us are only binding if they have been designated as binding by us.
Even if a time is determined according to the calendar for delivery or service or an event must precede the delivery or service and an appropriate time for delivery or service is determined in such a way that it can be calculated from the event according to the calendar, we only fall into default through reminder by the Customer.
Since we obtain hardware and standard software from suppliers, we can withdraw from the contract if we ourselves are not supplied timely or correctly despite congruent orders.
Performance obstacles not attributable to us lead to a corresponding extension of the delivery or service deadline, even if we are already in default. This applies in particular to defective or missing self-supply (see No. 3), force majeure, war, natural disasters, traffic or operational disruptions, hindered import, energy and raw material shortage, official measures such as orders and warnings, for example in epidemics or pandemics, and labor disputes as well as violation of cooperation duties or obligations of the Customer. We are entitled to withdraw from the contract without prejudice to the right of withdrawal according to No. 3 if the performance obstacle continues for an unknown time and the contract purpose is endangered. If the hindrance lasts longer than 2 months, the Customer is entitled to withdraw from the contract regarding the part not yet fulfilled, unless he is entitled to withdraw from the contract as a whole.
An extension of the delivery or service deadline also occurs as long as the parties negotiate about a change in delivery or service or we submit a supplementary offer after assumptions in our offer that have become part of the contract prove to be incorrect.
Compliance with our delivery obligation presupposes timely and proper fulfillment of the Customer’s obligations.
If the Customer does not call off goods or services on time although he is subject to an acceptance obligation, or does not accept ordered goods or services on time, we are entitled within the framework of the claim for damages for non-performance to demand 30% of the agreed price without VAT as compensation without proof, unless provably only significantly lesser damage has occurred. Insofar as a grace period is not dispensable according to legal conditions, this only applies after unsuccessful expiry of an appropriate grace period. If the Customer does not accept goods on time, we are entitled within the framework of damages for default of the Customer to demand 10% of the agreed price without VAT as compensation without proof, unless provably only significantly lesser damage has occurred. The assertion of actually higher damage remains reserved to us in each case. Insofar as we levy a damage flat rate according to this number, this excludes the cumulative assertion of corresponding additional expenditures according to the following No. 8.
If the Customer falls into default of acceptance, we are entitled to calculate our additional expenditures according to our respectively usual rates, alternatively at market-usual rates, particularly for personnel deployment and storage. The assertion of actually higher additional expenditures remains reserved to us.

K) Claim Endangerment

If it becomes apparent after contract conclusion that our claim to counter-performance is endangered by the Customer’s lack of performance capability, the Customer must provide security for his counter-performance in the absence of advance performance obligation. If our contractual obligation consists of work performance, service or delivery of goods to be procured for the Customer that are not marketable elsewhere at any time (common), we can demand that the Customer advance performance in the amount of our procurement costs or at our choice in the amount of 50% of his counter-performance and provide security for the remaining amount.
Otherwise, § 321 BGB applies with the proviso that we can also refuse our performance when other claims from the same legal relationship are endangered within the meaning of § 273 BGB.
If installment payment is agreed, the entire remaining claim becomes due if the Customer is wholly or partially in default with at least two consecutive installments. Deferment agreements become ineffective if the Customer falls into default with a performance or the prerequisites of § 321 BGB occur with regard to a claim.

L) Retention of Title

We reserve ownership of the objects delivered by us until receipt of all payments from the entire business relationship. Deviating from § 449 Para. 2 BGB, we are entitled to demand the objects without withdrawing from the purchase contract if the Customer is wholly or partially in default with payment of the purchase price.
The Customer is obligated to treat the delivery object or the other objects standing in our ownership or co-ownership according to this section with care. In particular, he is obligated to insure these at his own expense against fire, water, theft and vandalism damage sufficiently to new value. If maintenance and inspection work is required, he must carry this out at his own expense in time.
In case of attachments or other interventions by third parties, the Customer must notify us immediately in writing so that we can file suit according to § 771 ZPO. Insofar as the third party is not able to reimburse us for the judicial and extrajudicial costs of a suit according to § 771 ZPO, the Customer is liable for the shortfall incurred by us.
The Customer is entitled to process or resell the delivery object in the ordinary course of business. If the reserved goods are processed by the Customer, processing takes place for us as manufacturer and we acquire directly the ownership or – if processing is done from materials of several owners or the value of the processed thing is higher than the value of the reserved goods – co-ownership of the new thing in the ratio of the value of the reserved goods to the value of the newly created thing. In case such acquisition of ownership should not occur with us, the Customer already now transfers to us the future ownership or in the above-described ratio the co-ownership. If the delivery object is connected with other things to a uniform thing or inseparably mixed and one of the other things is to be regarded as main thing, we transfer to the Customer proportionally the co-ownership of the uniform thing in the ratio mentioned in sentence 2, insofar as the main thing belongs to us. In case of resale, the Customer already now assigns to us all claims in the amount of the final invoice amount including VAT that accrue to him from resale against his customers or third parties. The Customer remains authorized to collect this claim even after assignment, provided he has created the prerequisites for forwarding the amounts received to us and as long as the prerequisites of the provision on claim endangerment (§ 321 BGB) do not occur. Our authority to collect the claim ourselves remains unaffected. Upon our request, the Customer is obligated to disclose the assignment and to hand over to us the documents and information required for asserting the claim.
We undertake to release the securities due to us upon request of the Customer insofar as the value of our securities exceeds the claims to be secured by more than 20%. The selection of securities to be released is up to us.
If the extended or prolonged retention of title regulated in this section L is subject to foreign law according to the rules of international private law and the retention of title regulated in this section L is ineffective according to the law applicable there or additional prerequisites for its effectiveness are required that are not fulfilled, then exclusively the following retention of title applies: Until complete payment, the delivery object remains in our ownership.

M) Limitation of Liability

Limitation of liability in principle
We are not liable for simple negligence of our organs, legal representatives, employees or other vicarious agents. This limitation of liability does not apply to
1.1. damage from injury to life, body or health through at least negligent breach of duty,
1.2. other damage through at least grossly negligent breach of duty or through at least negligent violation of essential contractual duties (duties whose fulfillment enables the proper execution of the contract in the first place and on whose compliance the contractual partner may regularly rely),
1.3. damage that falls within the scope of protection of an assurance (guarantee, § 276 Para. 1 BGB) or a guarantee (§ 443 BGB) granted by us,
1.4. claims under the Product Liability Act.
Limitation of liability in amount
Our liability for simple negligence or grossly negligent behavior of our vicarious agents who are not legal representatives or senior employees (simple vicarious agents) is limited, with the exception of cases under above No. 1.1, 1.3 and 1.4, to damage typically to be expected at contract conclusion and in case of claim for compensation of futile expenditures to the amount of the fulfillment interest. In case of loss of data, we are liable in case of simple negligence only for the expenditure that would have been necessary for data restoration in case of proper and regular data backup by the Customer.
Liability from pre-contractual obligations and business contacts
This section M also applies to damage claims of the Customer from obligations arising from commencement of contractual negotiations, initiation of a contract or similar business contacts. If a contract is concluded between us and the Customer, the Customer already now waives all claims that go beyond liability according to this section M.
Tort claims
This section M also applies to tort claims of the Customer.
Limitation of liability in favor of third parties
Insofar as liability according to this section M is excluded or limited, this also applies to personal liability of our employees, representatives and vicarious agents.
Without prejudice to section N No. 7, other claims for damages and compensation for futile expenditures of the client become statute-barred within one (1) year. This does not apply to claims for damages due to injury to life, body or health. This further does not apply to claims of the client under the Product Liability Act, in case of assurance (guarantee, § 276 Para. 1 BGB) or guarantee (§ 443 BGB) as well as claims due to other damage based on intentional or grossly negligent breach of duty.
Indemnification from third-party claims
The Customer indemnifies us from all claims of his vicarious agents or other third parties employed by him that go beyond liability according to this section M, including claims from pre-contractual obligations and business contacts.

N) Customer Claims for Defects (Material and Legal Defects)

Examination and complaint obligation. Rights of the Customer due to material defects are subject to proper examination and complaint (§ 377 HGB).
Defects in used goods. When purchasing used goods, the Customer’s rights due to defects are excluded. This does not apply to claims from an assurance (guarantee, § 276 Para. 1 BGB) or guarantee (§ 443 BGB) granted by us or if we have fraudulently concealed the defect (§ 444 BGB). This further does not apply to damage claims, however liability is excluded for damage claims due to negligent defective delivery, except for damage from injury to life, body or health, damage caused at least grossly negligently, damage falling within the scope of protection of an assurance (guarantee, § 276 Para. 1 BGB) or a guarantee (§ 443 BGB) granted by us as well as claims under the Product Liability Act.
Subsequent performance. We are entitled to remedy the defect at our choice through repair or delivery of a defect-free thing (subsequent performance). If subsequent performance fails, the Customer can reduce the purchase price or, if construction work is not the subject of defect liability, withdraw from the contract at his choice. Our obligation to bear the expenditures necessary for subsequent performance or for taking back the replaced thing, particularly transport, travel, labor and material costs, is excluded in any case insofar as the expenditures increase because the purchased thing has been moved to a place other than the recipient’s residence or commercial establishment after delivery, unless the moving corresponds to the intended use of the thing. The Customer’s right according to § 439 Para. 3 S. 1 BGB to demand the necessary expenditures for removing the defective and installing or attaching the repaired or delivered defect-free thing is limited in amount to 150% of the purchase price of the thing in defect-free condition or 200% of the defect-related reduction in value. The Customer’s right to damages as well as compensation for expenditures in recourse (§ 478 Para. 2 BGB) remains unaffected by the regulations of this number.
Defects in supplied hardware and software
a) Deviating from above No. 3, when delivering hardware and standard software from third-party manufacturers as well as when involving third parties in maintenance services, we can assign our corresponding claims against our supplier, the manufacturer or other third parties to the Customer for the purpose of repair or replacement delivery. In this case, the Customer must, before asserting his right to subsequent performance by us, expenditure compensation after self-performance, damages instead of performance, withdrawal or reduction, take recourse against our supplier or the manufacturer if necessary through court action for subsequent performance, damages or expenditure compensation after self-performance, unless this is unreasonable for the Customer. If the Customer incurs costs that he cannot collect from them despite enforcement, we are obligated to compensate the Customer.
b) The above also applies if we have adapted, configured or otherwise modified the software or hardware for the Customer’s needs, unless the material defect was caused by our performance.
Customer interventions.
In case of interventions by the Customer in the goods, particularly in the program code, that are not permitted contractually, by the operating instructions or other usage instructions, the Customer has no claims for defects if the Customer does not demonstrate and prove to us that the defect is not based on the intervention.
Recourse claims (§ 445a BGB)
The following regulations only apply if the final customer is not a consumer: Recourse claims are only available to the Customer if we are responsible for the defect; if the Customer is taken to task by a customer for subsequent performance, he only has recourse claims against us if he has given us opportunity for subsequent performance. Recourse claims are only available to the Customer if we were not ourselves entitled to refuse subsequent performance. Only subsequent performance expenditures that have led to successful subsequent performance are subject to recourse. If the Customer has taken back the purchased item or the customer has reduced the purchase price, the Customer only has recourse claims against us if he could not have averted taking back or reduction through subsequent performance. In amount, the Customer’s recourse claim is limited to the amount of the net purchase price of the affected goods.
Limitation of claims for defects, unless excluded by these conditions:
For intentional or grossly negligent breaches of duty, for fraudulent concealment of a defect, for damage from injury to life, body or health, for claims under the Product Liability Act as well as for assurance (guarantee, § 276 Para. 1 BGB) or guarantee (§ 443 BGB) or if we have fraudulently concealed the defect (§ 444 BGB), the statutory provisions on limitation apply. All other material defect claims of the client become statute-barred in one (1) year. The same applies to
– claims for legal defects with the following exception: Without prejudice to sentence 1, claims for a defect consisting in a real right of a third party on the basis of which surrender of the purchased item can be demanded become statute-barred in five (5) years.
– recourse claims, provided the final customer is not a consumer. In these cases, the limitation suspension according to § 445b Para. 2 and Para. 3 BGB is also excluded.

O) Customer Cooperation in Case of Defects

For any repair, the Customer must provide us with the information necessary for error diagnosis and elimination if necessary upon request and make available to us a trained and competent employee for repair via remote data transmission or telephone who participates in the repair. For subsequent performance on site, we must be given unhindered access to the defective goods and if necessary stop other work on the Customer’s hardware or network.
The Customer is obligated to report defects found in hardware or software as detailed and reproducible as possible.
If the Customer takes recourse against us for subsequent performance and it turns out that no claim to subsequent performance exists (e.g. user error, improper treatment of goods, absence of a defect), the Customer must compensate us for all costs arising in connection with checking the goods and subsequent performance, unless he is not responsible for taking recourse against us.
In case of system failure due to an error for which we are responsible, we restore the data in the state of data backup last performed by the Customer before the failure. The Customer provides the corresponding data in machine-readable form.
If the Customer is taken to task for violation of third-party rights or for cessation of continued use of the delivery object, he must inform us of this immediately.

P) Partial Performance

Partial deliveries, partial services and corresponding billing are permissible if they are not unreasonable for the Customer.
If we ourselves have received only a partial delivery or service from a third-party manufacturer of standard software or hardware, the Customer’s interest in partial delivery or service is not lacking if we provide subsequent performance reasonably acceptable to the Customer with our own means. For documentation, we can also provide subsequent performance through hotline service.

Q) Right of Return

The Customer is not generally entitled to a contractual right of return. Something else only applies if we have expressly and in writing granted him a right of return. Such rights of return only apply to physical objects, therefore particularly not for software that is delivered intangibly (not on CD/DVD). There is no claim to granting of a right of return in any case. Goods returns without prior agreement of a right of return are rejected without exception. If we grant the Customer a right of return, this only applies to already paid goods. Excluded from any right of return are individually manufactured, configured, adapted, processed, promotional, clearance, designated as discontinued, discontinued or other goods deviating from the current series standard. The right of return expires at the latest 2 weeks after receipt of the goods and can only be effectively exercised through timely return shipment, decisive is the arrival of the goods with us,

for software: originally packaged and unopened, including data carriers and documentation;
for hardware: the delivered devices including accessories, documentation and complete original packaging in unchanged, particularly undamaged new condition.

The return shipment is at the Customer’s cost and risk. He will choose the safest transport route in his own interest and ensure adequate insurance. Partial returns of deliveries require separate agreement.

R) Usage Restrictions

The provision of goods is for intended use according to the manufacturer’s usage instructions. Upon request, we provide these usage instructions to the Customer before ordering. Prohibited is the use of our delivery and service

in connection with planning, construction, manufacture, monitoring, control or delivery of nuclear or atomic facilities,
in connection with planning, construction, manufacture or delivery of aircraft or spacecraft including control and monitoring of air or space traffic or
for weapon systems.

S) Activity of Employees at the Customer

If deliveries/services of our employees or vicarious agents are provided at the Customer’s premises, the Customer ensures suitable premises and equipment at his own expense, unless we have not undertaken this.
The Customer must ensure at his own expense through suitable organizational and spatial measures that our employees or vicarious agents are not integrated into the Customer’s operations.
The Customer has no right to give instructions to our employees or vicarious agents. The Customer’s right to give instructions within the framework of service or work contracts can only be exercised vis-à-vis one of our legal representatives or a person designated as authorized to represent for this purpose.

T) Acceptance

If acceptance is required according to contract or law, the following provisions apply.
At our request, partial acceptances are to be carried out for delimitable delivery/service parts that can be used independently, or for service parts on which further services build, if the service parts to be accepted are separately testable. If all service parts are accepted, the last partial acceptance is simultaneously the final acceptance.
If the service requiring acceptance also includes delivery of hardware or standard software, we are entitled to bill these to the Customer independently of acceptance of the service otherwise.

U) Export

We are legally obligated and beyond that in relation to suppliers to observe the export restrictions of national as well as international law, particularly EU and US law, and to impose these restrictions also on the Customer. The Customer is obligated to observe these regulations as well. Upon request, we provide the Customer with information about goods and services that are affected by contractual submission contracts under US export law.

The Customer is solely responsible for observance of export regulations. We are not obligated to ship goods to places or provide services at places for which export restrictions apply. Otherwise, the Customer will at our choice pick up the goods at our shipping location or name a substitute address.

V) Suspension of Limitation During Negotiations

A suspension of limitation of the Customer’s claims during negotiations only occurs if we have entered into negotiations in writing. The suspension ends 3 months after our last written statement.

W) Special Regulations for Temporary Use Transfer

If we agree with the Customer on the temporary transfer of an object, e.g. hardware or software or storage space (cloud computing), these terms and conditions apply in accordance with the following priority provisions.
The usage fee is, unless otherwise regulated, to be paid monthly in advance, proportionately at the beginning or end during the month.
Liability independent of fault for initial defects is excluded, unless it concerns a property assured by us (guarantee, § 276 Para. 1 BGB).
Transfer of use to third parties, e.g. within the framework of subletting, or change of the agreed location, in the absence of an agreement of the first location with the Customer, is not permitted to the Customer.
For physical objects that are handed over to the Customer or for software that the Customer uses on his hardware or on third-party hardware, we are not obligated to maintain the transferred object during the contract term. The Customer undertakes this. The price calculation is based on this task distribution. The Customer is free to use support or maintenance services possibly offered for a fee by us or the manufacturer, and we cooperate to the necessary extent in a possible acquisition of such services from the manufacturer. Changes to the contract object may only be made with our consent. For hardware, this applies particularly to installation of new hardware parts or operating programs. Installation of application software is at the Customer’s own risk and expense. For software, installation and application of updates is only permitted with our express consent and is at the Customer’s own expense and risk. We are obligated to consent insofar as this is necessary for software maintenance. The Customer cannot assert reduction against the usage fee, however any claims for repayment of the usage fee remain unaffected.
For intangible objects, such as storage space (cloud) or ASP contracts (Application Service Providing), usability is determined by the agreed availability quota. We may provide the service wholly or partially through third parties. If certain third parties are designated in the contract, their usage/service conditions apply with priority. Upon request, the Customer receives information about the use of third parties as well as access to their usage/service conditions before contract conclusion, at any time upon request after contract conclusion.
The Customer may only store or otherwise process content whose use does not violate German or applicable foreign law, particularly is not punishable or subject to fines, contradicts data protection law or violates third-party protective rights, such as copyright, patent, name or trademark rights. For provision of storage space (cloud), we are entitled to immediately provisionally block access until completion of a legal review if there are indications of violation of the above obligations or if non-obviously unfounded complaints against content or usage actions of the Customer are raised by third parties or authorities. The Customer should be heard beforehand if possible.
The Customer is only entitled to termination due to non-granting or withdrawal of contractual use after unsuccessful expiry of an appropriate period for substitute delivery. Setting a period is not required if we have seriously and finally refused substitute delivery or special circumstances exist that justify immediate termination weighing both parties’ interests.
For software that has been transferred to the Customer, after termination of the contract, all copies of the software or parts thereof must be deleted so that restoration is technically excluded. The Customer must assure this in writing. We are entitled to check the deletion at our own expense on site at the Customer’s premises after advance notice and to access all necessary facilities, such as particularly computers and EDP systems of the Customer. The Customer cooperates to the necessary extent.

Status: December 1, 2022