1. All our deliveries and services to companies (§ 14 Para. 1 BGB - German Civil Code) are subject exclusively to our terms and conditions as detailed below. By accepting the service the customer agrees to these conditions and no express agreement is required. The customer’s own terms and conditions do not apply even if we have not expressly refuted them and execute delivery Deviations and addendums on the part of the customer are only agreed on our express written or e-mailed confirmation. They apply only to the transaction for which they are agreed. The following conditions also apply to future contracts if this is not expressly agreed in future.

2. Once the customer’s order is received, a contract is in place on receipt of order confirmation or on delivery. we reserve the right to refuse offers, especially in cases where there are inadvertent typing, calculation or other errors on the website, which affect the offer. Figures defined during order processing before an order is placed, particularly performance, consumption or individual data, are only binding when we have confirmed these in the order confirmation or afterwards in writing or by e-mail. Details in brochures, adverts and on Internet sites do not constitute an agreement on configuration.

Our representatives have no authority to make guarantees or agreements that deviate from these terms and conditions. To be valid any such agreements must be confirmed by us in writing. We store the order data once the contract is concluded and this can be accessed at any time via the customer account. The contract text is not stored there.

3. Prices

3.1 The valid prices on the day of delivery apply plus VAT.

3.2 If there are unforeseeable increases to material, wage or transport costs, or taxes or duties, we are entitled to adjust prices accordingly unless delivery is effected within four months of the contract being concluded. If the customer makes changes after the contract has been concluded, then we are entitled to adjust prices to cover any additional costs incurred because of the change.

4. Deadlines and Notice Periods
We make every effort to adhere to the delivery dates and periods stated in the order confirmation; however, they do not reflect the probable delivery date and are non-binding.

4.1 Delivery periods only begin once all details have been clarified. Delivery cannot be effected until all queries have been answered, all the necessary and requested illustrations and documents or parts to be provided have been received, and all necessary approvals and releases have been given, otherwise the delivery period will be delayed accordingly.

4.2 We have complied with the deadline or delivery date if the consignment is despatched within the period or by the agreed deadline, if we have informed the customer that the consignment is ready for despatch, or if the consignment has been collected.

4.3 We are only obligated to effect and deliver if the customer has made all the agreed payments. If payments are made late then we can delay the delivery dates accordingly.

4.4 Delivery dates and periods will be extended accordingly if it is not possible to comply with a delivery date or period because of a force majeure, mobilisation, war, riot, strike, lock-out, or other unforeseeable obstacles that affect operation, for which we are not culpable and which either occur, or we become aware of, after the contract has been concluded. This also applies in the event of unforeseeable circumstances that affect subcontractors operations and neither they nor we are culpable.

4.5 If despatch is delayed at the customer’s request or for other reasons for which the customer is responsible, we can charge for costs incurred due to storage, but at least in the amount of 0.5 % of the invoiced value for each month or part thereof, starting one month after notification of despatch-readiness. The storage fee is limited to a total of 5 % of the invoiced value, unless demonstrably higher costs have been incurred. The customer is entitled to demonstrate that costs have not been incurred at all, or that they are much lower than the stated amount.

4.6 Partial deliveries are permitted.

4.7 In the case of intra-community deliveries, the customer is obligated to give us his VAT ID no. and to make available to us any other details required to check tax-exempt status and the documents required to prove tax exemption. If the customer does not comply with these obligations in good time then the delivery will not be treated as tax-exempt. We are then entitled to make an extra invoice for the VAT incurred and to request payment thereof. If we have falsely accepted a delivery as tax-exempt because of incorrect details from the customer, the customer must indemnify us against the tax due and must bear all additional costs.

4.8 If we do not receive the ordered goods from our suppliers despite a contractual obligation, then we have a right of withdrawal. We will inform the customer of this fact immediately and that the ordered product is not available. Any purchase price already paid will then be returned immediately.

5. Despatch, Transfer of Risk
Despatch is effected at the customer’s risk. We only take out insurance cover at the customer’s express request and the customer bears the cost of this.

6. Delivery, Use of Software

6.1 We fulfil our obligation with regard to our defect liability by rectification of defect or replacement delivery. If this is not possible within a reasonable period, we will reduce the price or withdraw.

6.2 With regard to delivery of software, the customer is granted a non-exclusive and non-transferrable right to use the software and the associated documentation to operate the goods for which the software was supplied. The customer may not duplicate the software except for a back-up copy. Copyright notes, serial numbers and other features used to identify the software may not be removed or amended. With regard to delivery of open-source software or software equipped with freeware licences, this is effected subject the applicable licence conditions for this software and without any guarantee or indemnity rights.

We and the customer are agreed that it is not possible to develop software programmes that are error-free under all usage conditions.

6.3 The customer is obligated to implement suitable measures to prevent unauthorised third-party access to the software and the documentation. The customer must store the original data medium and the back-up copy in a location secured against unauthorised third-party access. The customer’s employees must comply with these terms and conditions and the provisions of copyright law.

6.4 In general, use of software is governed by the manufacturer’s applicable licence/usage conditions if the customer has concluded a licence agreement directly with the manufacturer.

6.5 Guarantee claims must be made within one year of delivery or, if legally or contractually stipulated, from purchase. This does not apply to compensation claims for physical or health damages or for other damages, which are the result of deliberate action or gross negligence on our part.

7. Liability for Compensation due to Breach of Obligation

7.1 We are not liable for lost earnings. Compensation is limited to 1 % for each complete week of the delay and to a total of 10 % of the order value. Compensation instead of the service is limited to 10 % of the order value. If we are obligated to pay compensation, this obligation is always limited to the damage foreseeable at the time the contract was concluded. These liability limitations do not apply if a fixed deal was agreed, or if we have been deliberately or grossly negligent, or have breached substantial contractual obligations, or are liable for damages to life, limb or health. Claims arising from breaches of contractual obligations must be made within the same period as guarantee claims, unless significant contractual obligations are involved. Claims arising from negligent non-declaration of a product’s negative material features are excluded, unless we have given the customer additional express advice, or this constitutes a quality defect. The preceding regulations do not affect our legal liability in accordance with product liability legislation.

7.2 Our liability for loss or changes to data is limited to typical reproduction tasks, which would occur from regular creation of back-up copies in accordance with risks.

8. Complaints and Warranty
The supplier must be notified immediately in writing of any defects as prescribed in accordance with §§ 377, 381 Para. 2 HGB - German Commercial Code - (comm. obligation to examine and notify) - for noticeable defects at the latest within 10 days after receipt of goods at the destination point, detailing the delivery note and invoice number.

8.1 In the event of defects notified within the proper time period, the customer can demand supplementary performance (remedy the defect or deliver defect-free goods). If two attempts at supplementary performance have failed or we refuse supplementary performance or the supplementary performance is unreasonable, the customer can withdraw from the contract or reduce the purchase price or demand compensation instead of the service.

8.2 No warranty is given against damage to the goods caused by natural wear, passing of risk or improper handling.

8.3 The customer is obligated to allow us the necessary time and opportunity for supplementary performance.

8.4 Our liability lapses if the customer has altered the goods or allowed a third party to do so without our previous agreement, or if parts not supplied or approved by us were used.

8.5 If we declare our readiness to take goods back in the interests of goodwill, we must be informed of these returns and the customer must bear the costs.

9. Payment Conditions
Invoicing is effected on despatch for deliveries on account. If we are unable to despatch despatch-ready goods for reasons that fall in the customer's area of risk, an invoice will still be prepared and will be due. Invoices must be paid strictly net within 15 days of the date of issue.

9.1 In the event of a delay we are entitled to demand interest in the amount of 8 percentage points above the base rate without proof of loss. This does not exclude assertion of further claims. The customer is permitted to prove that there is no damage or that the amount is substantially lower than the amount claimed. Payments are always applied to clear the oldest outstanding debt including any interest incurred, unless the customer has expressly requested otherwise. Interest is cleared first.

9.2 The customer can only settle undisputed or legally determined claims or exercise a right of retention because of such claims, unless the customer is claiming a quality defect. In the event of retention of payments, the claim must relate to the same contractual relationship.

9.3 We will only accept bills after express prior agreement. Acceptance of bills or cheques is always effected as conditional payment.

9.4 In the case of service contracts, payment of our invoice without reservation constitutes unconditional acceptance of our service and as a waiver of any contractual penalty.

10. Retention of Ownership

10.1 The goods we supply remain our property until complete payment of all demands arising from the business relationship between ourselves and the customer.

10.2 The customer is entitled resell and/or process the goods in the course of normal business, so long as this does not produce something else. However, the customer is not permitted to mortgage the goods or use them as security.

10.3 If the customer processes, combines or mixes the goods with other goods or materials that do not belong to us, we have co-ownership of the new goods at a ratio of the invoice value of the original goods to the originally processed goods or materials at the point of processing, combining or mixing. If the customer acquires sole ownership of the new goods, the contracting partners are now agreed that the customer grants us co-ownership of the new goods at a ratio of the invoice value of the processed, combined or mixed original goods to the invoice value of the originally processed goods or materials. The labour costs, overheads and other costing-based factors remain out of consideration when calculating our share of co-ownership. The customer is obligated to show us the calculations of his material usage to determine the share of co-ownership at any time on demand. The customer hereby agrees to provide free storage of the goods covered by our co-ownership.

10.4 The customer hereby assigns all claims from the resale of the goods in the amount of the purchase price agreed with us by way of security; we accept this assignment. In the event of resale, we only agree if an effective transfer of claim is possible based on the preceding assignment declaration. If the goods are resold together with other goods and regardless of whether they have been processed, combined and mixed, the aforementioned assignment of claim only applies in the amount of the invoice value of the original goods, which are sold together with the other goods.

10.5 In the event of contracts for services or work performance for which our right to retain ownership lapses on fulfilment, the customer’s wage claim in the amount of the invoice value of the processed goods now passes to us; we accept this assignment.

10.6 The customer is authorised to collect the claims pre-assigned to us on our account in his own name. This authorisation lapses without our express revocation, if the customer does not meet his obligations to us or experiences financial difficulty, particularly bankruptcy, so that collected amounts cannot be paid to us. In the event of advance payments on claims assigned to us, the customer is first obligated to settle the advance payment against the share of the claim not assigned to us. When the customer makes interim payments these are always settled first against the parts that have not yet been paid to us.

10.7 The collection authorisation conveys no entitlement to factoring. Additionally, resale or wage claims assigned to us may not be transferred as part of a genuine factoring agreement.

10.8 With regard to payments in cheque procedures, our right of ownership retention and security interests remain unaffected and exist until our liability from the exchange and cheque has ended.

10.9 At our request the customer is obligated to provide written confirmation at any time of the whereabouts of goods covered by our rights of ownership retention. The customer is obligated to name other parties with rights of ownership and to name the debtors to the claims assigned to us, to provide us with all necessary details to collect the claims, to provide us with the necessary documents, particularly original contracts and invoices, for collection and to advise the debtor of the assignment at any time at our request. The customer must provide us with assignment notices at any time. The customer is obligated to inform us immediately of any impediment to our rights of ownership retention or other securities, particularly pledges.

10.10 If the customer breaches this contract, particularly in the event of delayed payments for a claim arising from the business relationship, and if the customer then suffers financial collapse, stops his payments, insolvency proceedings are commenced against him or he asks his creditors for an out-of-court settlement, we can withdraw from the contract after a reasonable subsequent period and can claim possession of the goods.

10.11 We are obligated to release the securities at the customer’s request if the realisable value of the securities exceeds the claims to be secured by more than 20 %; the choice of the securities to be released is incumbent upon us.

11. Rights to documents, construction and programme changes
We retain ownership of cost proposals, illustrations and other documents; they may not be shown to third parties without our express permission. We reserve the right to make changes to construction and design with regard to new experience and improvements.

12. Third party delivery of goods abroad
In the event that a German buyer delivers goods abroad, the customer is responsible for checking whether the goods to be exported are subject to the German Foreign Trade Act, the EU Dual Use Regulation, US foreign trade legislation or other provisions.

13. Place of jurisdiction and choice of law
The place of jurisdiction and fulfilment for all liabilities arising from this contract, particularly for the payment of the purchase price, is Ulm, if the customer is a merchant in the sense of § 38 Para. 1 ZPO (German Code of Civil Procedure). This limitation does not apply if the customer has no general place of jurisdiction in Germany. However, we are entitled to file complaints at the customer's head office.

German law applies exclusively to the legal relationships between ourselves and the customer. This also applies to the applicable terms and conditions. The UN Convention on the International Sale of Goods does not apply.

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