Terms of Use

1. All our deliveries and services for entrepreneurs (§ 14, par. 1, German Civil Code) are exclusively based on our subsequent terms and conditions that are agreed by accepting the service even without explicit consent of the customer. The terms and conditions of the client do not apply, even if we do not explicitly object to them, and carry out the delivery. Variations and amendments effected by the client are only effectively agreed with our explicit written, or via email granted, confirmation. They only apply for the business transaction for which they were made. The following conditions likewise apply to future contracts, even if this s not explicitly agreed for the future.

2. After ordering by the client, the contract takes place through the confirmation of the order or through delivery. We reserve the right to accept the offer, especially in the case if the website contains typing, calculation or other errors that concern the offer. Information that was given before the order in connection with the order processing, especially about performance, consumption or individual data, is only binding if we confirmed such through the order confirmation or still later in writing or through email. Data from brochures, advertisements and internet sites are not considered as an agreement.

Our representatives are not authorized to assume guarantees or make agreements that deviate from the terms and conditions. Such possible agreements require our written confirmation to become effective.

We store all order data after the conclusion of the contract. They can be retrieved anytime through the customer account.
The text of the contract is not stored there.
3. Prices

3.1 The price valid on the day of delivery shall apply, plus Value Added Tax.
3.2 If during the time of the conclusion of the contract and the delivery an unforeseeable increase in material, salary and transportation costs, taxes or duties occurs, we are entitled to adjust the price according to one of these factors if the delivery shall not take place within four months after the conclusion of the contract. If the client effects changes after the conclusion of the contract, we can respectively adjust prices corresponding to the additional costs due to the changes.

4. Dates and Deadlines
We do our best to make the delivery dates and deadlines stated in the order confirmation. They, however, only indicate the probable and not an actual or per calendar day set delivery time.
4.1 Delivery deadlines commence only after the full clarification of all particulars. The execution of the delivery requires the timely answering of all queries, the transmission of all needed or requested drawings and documents or parts to be provided, and the issuing of all required clearances and permits. Otherwise the delivery time extends accordingly.

4.2 The deadline or the appointed time is considered as met if the shipment was dispatched within the deadline or at the appointed time, the readiness for dispatch was communicated, or the shipment was collected.

4.3 We are only obligated to execute the delivery if the customer has made all agreed payments. If payments are made late, we can extend the delivery deadlines respectively.

4.4. If the non-compliance of a deadline or an appointed time is attributed to force majeure, mobilization, war, rebellion, strike, lockout or other unforeseeable obstacles interfering with operations that are not within our responsibility and occurred, or became known to us, after the conclusion of the contract, the deadline, respectively the delivery time, extends respectively. This likewise applies in cases of unforeseeable events that influence the operations of the supplier and that are neither within his or our responsibility.

4.5. If delivery is delayed by request of the customer, or because of other reasons within his responsibility, we can, beginning one month after the notification of the readiness to dispatch, charge costs incurred through storage, at least, however a storage charge of 0.5 % of the invoice total for each beginning month. The storage charge is limited to a total of 5 % of the invoice total, except if we demonstrably incurred higher costs. The client is permitted to prove that no costs accrued or that the costs are substantially lower as the flat-rate.

4.6 Partial deliveries are permissible.

4.7 In case of intra-community deliveries, the client is obligated to indicate his TIN (Tax Identification Number) and to provide us with information necessary for the verification of the tax exemption, and the necessary receipts for the proof of tax exemption. If the client does not comply with these requirements in time, the delivery is not treated as tax exempt. We are then entitled to additionally compute and charge the respective payable VAT. If on the basis of false information provided by the client we wrongly assumed a delivery as tax exempt, the client shall indemnify and hold us harmless from the tax liability and defray all additional expenses.

4.8 We reserve the right of withdrawal if despite all contractual obligations our supplies fail to supply us with the ordered merchandize. In such a case, we will immediately inform the client that the ordered product is not available. Any eventually paid purchase price will be immediately refunded.

5. Shipment, Transfer of Risk
Shipping is carried out at the client’s risk. We only take out insurance upon the customer’s specific request and at his cost.

6. Delivery, Use of Software
6.1 We fulfill our obligation regarding our liability for material defects by subsequent improvement or product replacement; If this is not possible in reasonable time, through price reduction or withdrawal.

6.2. Through the delivery of software, the client is granted the non-exclusive and non-transferable right of use of the software and the accompanying documentation for the operation of the product for which the software has been delivered. Except from a backup copy, the client shall not make any copies. Copyright notices, serial numbers and other characteristics serving the identification of the software shall not be removed or altered. On delivery of open source software, or software provided with freeware licenses, the respective license terms for this software are granted without manufacturer’s warranty or claims for damages for this software.

The client and we agree that it is not possible to develop software programs to be error-free for all application conditions.

6.3 The buyer is obligated to prevent unauthorized access to the software and the documentation by third persons through appropriate precautions. To prevent unauthorized access through third persons, he has to keep the delivered original data carrier and the backup copy at a secured location. His staff shall be explicitly informed about the required compliance with the delivery conditions and the copyright.

6.4 Apart from that, the use of the software depends on the respective manufacturer’ licensing and user agreements, insofar the client directly concludes a license agreement with the manufacturer.

6.5 Guarantee claims expire by limitation one year after delivery or, insofar as provided by law or contract, upon acceptance. This does not apply for claims for damages for bodily harm or damages caused to health or other damages that are the result of deliberate or grossly negligent behavior.

7. Liability for Damages Due to Breach of Duty

7.1 We are not liable for loss of profit. Damages are limited for each completed week of delay to 1 % and a total of 10 % of the order value. Compensation in place of the service is limited to 10 % of the order value. Inasmuch as we are liable for compensation, this liability is limited to damages foreseeable at the time of the conclusion of the contract. These limitations of liability do not apply for a fixed-term business agreement; and also if we have to cover for gross negligence or the violation of essential contractual stipulations, or for liability for damages to life, body and health. Claims due to breach of duty arising from obligations – inasmuch as no essential contractual stipulations are concerned – expire within the same period of time as guarantee claims. Claims for negligently omitted information about negative product characteristics are excluded if thereby no material defect is constituted, unless we have additionally provided the client with an explicit consultation. Our statutory liability according to the Product Liability Act remains unaffected by the foregoing provisions.

7.2 Our liability for the loss or change of data is limited to the typical recovery expense which would have been incurred by the making of regular backup copies respective to the risk.

8. Notice of Damages and Warranty
Notice of damages, prescribed by §§ 377, 381, par. 2, Commercial Code (commercial obligation to inspect and notify of defects), has to be given immediately – in case of a visible defect, latest within 10 days after the arrival of the product at the destination, together with the specification of the delivery note and invoice number, in writing.

8.1 In the case of a notice of damages made in due time, the client can demand supplementary performance (removal of the defect or delivery of goods free of defects). If two attempts of supplementary performance are without success (failed supplementary performance), or we refuse supplementary performance, or supplementary performance is unreasonable, the client can withdraw from the contract or reduce the purchase price, or claim damages instead of the service.

8.2 We do not give any warranty for impairments of the delivery item due to natural wear and tear, damages after transfer of risk, or incorrect usage.

8.3 The client is obligated to allow us the time and opportunity needed for the supplementary performance.

8.4 Our liability expires if the client himself, or third parties without prior consent, perform subsequent work or make changes on our deliveries, or if parts were used that we did not deliver or clear.

8.5 If we agree out of goodwill to take goods back, returns must be registered with us and carried out at the client’s expense.

9. Payment Terms
For deliveries to the account of the client, the invoice is issued upon dispatch. If goods ready for delivery cannot be dispatched for reasons falling within the scope of the buyer's risk, the invoice will nevertheless be issued and be due for payment. Invoices are due and payable strictly net 15 days from the date of invoice.

9.1 In case of late payment, we are entitled to demand default interest at the amount of 8 percentage points above the base interest rate without being required to document damages. This does not exclude claiming further damages. The client is permitted to prove that no damages were caused, or that the incurred damages are substantially lower than the flat-rate. If the client does not make any other explicit provision, payments are always used to satisfy the oldest debts due including the respective default interest. Payments will be initially credited to interest.

9.2 The client can only set off payments with undisputed or legally established claims, or if such claims include a right of retention, unless the client argues for material defects. In case of retention of payment, the claim must be based on the same contractual relationship.

9.3 Bills of exchange are only accepted with explicit prior consent. Bills of exchange or checks are always accepted on account of performance.

9.4 In the case of service contracts, the unconditional payment of our bills is considered as unconditional acceptance of our service, and the waiver of any lapsed contractual penalty.

10. Reservation of Ownership

10.1 Until full payment off all claims from the business relationship between us and the client, the goods delivered by us remain our property.

10.2 If not otherwise indicated, the client is entitled to the resale and/or processing of the goods subject to retention in the normal course of business. He is, however, not allowed to put the goods in pawn or pledge them as security.

10.3 In the case of processing, connecting, combining or integrating the goods subject to retention with other goods or things that do not belong to us, we are entitle to the thereby resulting co-ownership share of the new item, at the ratio of the invoice value of the goods subject to retention to the other processed goods at the time of the processing, connecting, combining or integrating. If the client purchases sole ownership of the new item, the contractual partners agree already at this point in time, that the client grants us co-ownership of the new item at the ratio of the invoice value of the processed, connected, combined or integrated goods subject to retention to the invoice value of the processed goods or items. For our calculation of co-ownership, manufacturing labor costs, overheads and other calculative cost factors are not considered. The client is obligated at all times to disclose upon request the calculations of his costs of goods sold for the determination of co-ownership. We already agree now that the client will undertake the safekeeping of the goods in our co-ownership for us free of charge.

10.4 Already at this point in time, the client assigns as a precaution all receivables from the sales of the goods subject to retention to us at the amount of the purchase price agreed with us. We accept this assignment. We only agree to a resale, if an effective transfer of claims can take place on the basis of the aforementioned declaration of assignment. If the goods subject to retention are resold together with other goods – regardless of being processed, combined, connected or integrated, or not – the above advanced assignment only applies at the amount of the invoice value of the goods subject to retention that were resold together with those other goods.

10.5 For service or manufacturing contracts, for which, upon fulfilment, our reservation of ownership ceases, the wage claims of the client are already assigned to us now at the amount of the invoice value of the processed goods subject to retention. We accept this assignment.

10.6 Until our revocation, the client is authorized to collect claims assigned to us in advance on our invoices in his own name. The authorization to collect expires even without our explicit revocation if the client does not fulfil his obligations toward us or his assets deteriorate, or insolvency proceedings were filed, or collected amounts cannot be remitted to us. In the case of instalment payments for claims partially assigned to us, the client is obligated to charge the instalment initially to the partial claim not yet remitted to us. Between us and the client, the collected instalment payment always settles first of all the partial amount assigned to us.

10.7 The authorization to collect, does not entitle to issue invoices. We likewise do not agree with the assignment of resale or wage claims within the context of a genuine factoring contract.

10.8 In the case of payments by cheque or bill of exchange, our rights to retention of title and security will remain unaffected and continue until our liability arising out of the bill of exchange or cheque has ended.

10.9 Upon our request, the client is obligated to provide at any time written information about the whereabouts of the goods subject to the reservation of ownership. He is obligated to disclose to us other parties who have a claim to ownership and the debtor of the claims assigned to us, and provide us will all information necessary to collect the assigned claims, the documents – especially the contracts and invoices – needed to collect the claims, and to show the debtor upon our request the assignment. The client has to provide us at all times with assignment notices. He is obligated to inform us immediately about any impairment of the right to retain ownership of other securities, especially pledges.

10.10 In the case of behaviour in breach of contract, especially default of a claim from the business relation, and if the client collapses financially, stops his payments, insolvency proceedings are brought against him, or his creditors request for an out-of-court settlement, we can, after setting an appropriate grace period, withdraw the contract and reclaim the item.

10.11 We are committed to release the securities upon request of the client insofar as the realizable value of the securities exceeds the claims to be secured by more than 20 %. The selection of the securities to be released rests with us.

11. Rights to Documents; Construction and Program Changes
We reserve copy rights for quotes, drawings and other documents. They shall not be made available to third parties without our explicit consent. We reserve the right to change the construction and execution in view of new experiences and improvements.

12. Delivering Goods Abroad
In the case of further delivering goods abroad by a domestic buyer, the client is responsible to verify if the goods to be exported are subject to restrictions by the Foreign Trade Law of the Federal Republic of Germany, the Dual-UseVO of the EU, the US foreign trade legislation, or other rules and regulations.

13. Place of Jurisdiction and Choice of Law
If the client is a merchant in the sense of § 38, par. 1, Code of Civil Procedure, the place of performance and jurisdiction for all liabilities arising from this contract, especially the payment of the purchase price, is Ulm. This restriction does not apply if the client has no general domestic place of jurisdiction. We are however entitled to take legal action at the place of the client.

The legal relationship between the client and us is exclusively governed by German law. This likewise applies to the respective terms and conditions. The application of the CISG (UN- Convention on Contracts for the International Sale of Goods) is excluded.