Supplies and services
Validity of General Terms and Conditions
The contract shall be governed exclusively by our GTC; no other terms and conditions shall become part of the contract, even if we do not expressly object to them.
Acceptance
The client must accept the work result immediately after delivery. Acceptance shall be made in writing by the Client. If only the provision of an overall service is defined, the written acceptance shall take place after completion of all work. In the event of deviations of the work result from the performance specification, the Customer may refuse acceptance. In this case, he shall notify the Contractor of the deviations in writing and grant him the opportunity to remedy the deviations within a reasonable period of time. Refusal of acceptance due to minor deviations is excluded. If the Client has not submitted a written declaration regarding acceptance within three weeks after the work result has been made available, acceptance shall be deemed to have been granted.
Rights of use/ Retention of title
Under the condition of full payment of the agreed total amount, the Client shall be granted the following rights of use to the work results: The Client shall receive an exclusive, transferable, sublicensable right of use, unlimited in time and space, to the work results developed within the scope of the specific offer. The Client grants the Contractor a simple, non-transferable, non-sublicensable right of use to these work results for demonstration purposes.
Insofar as the work result, the object of the performance, consists of an item, the Contractor shall retain ownership thereof until the agreed remuneration has been paid in full. In the case of software services, the Customer may only demand that program documents/documentation be handed over if the software was developed specifically for him, the total development costs were borne by him within the scope of the order and the handover was expressly agreed.
Liability/ Warranty/ Statute of Limitations
Material defects
In the event of material defects, the customer shall notify us thereof in writing without undue delay. We shall be given the opportunity to provide subsequent performance within a reasonable period of time at our discretion (elimination of the defect, delivery of a defect-free item or production of a new item). If the rectification of the defect finally fails, is unreasonable for the customer or us or is only possible with disproportionately high costs/effort, the customer may - without prejudice to any claims for damages - withdraw from the contract or reduce the remuneration.
Legal defects
Unless otherwise agreed, we shall be obliged to provide the delivery/service free of industrial property rights and copyrights of third parties only in the country of the place of delivery. If a third party asserts justified claims against the Customer due to infringement of industrial property rights by deliveries/services provided by us, the following shall apply:
We shall, at our discretion and expense, either obtain a right of use for the relevant delivery/service, modify the delivery/service in such a way that the property right is not infringed or replace it. If this is not possible for us on reasonable terms/conditions, the customer shall be entitled - without prejudice to any claims for damages - to the statutory rights of rescission or reduction.
Claims of the customer due to an infringement of property rights shall be excluded if the customer is responsible for the infringement of property rights or if the infringement of property rights is caused by special specifications of the customer, by a modification not foreseeable for us or by the fact that the customer modifies the delivery/service or uses it together with products not supplied by us.
The Contractor's liability for property damage or financial loss shall be limited to intentional or grossly negligent conduct on the part of the Contractor, its legal representatives, executive employees or its vicarious agents. In cases of slightly negligent conduct, liability shall only be considered if obligations are violated which are essential for the contract and thus indispensable for achieving the purpose of the contract (so-called cardinal obligations). In the event of a slightly negligent breach of cardinal obligations, liability shall be limited to the amount of the typically foreseeable damage.
In any case, the Contractor's liability shall be limited to the amount of the order volume. Legal liability exemption prohibitions remain unaffected.
Liability for consequential damages is excluded.
The limitation period for material defects and defects of title shall be 1 (one) year from the transfer of risk, unless longer periods apply pursuant to Sections 438 (1) No. 2, 479 (1), 634 a (1) No. 2 BGB or the defect was fraudulently concealed.
Secrecy
The Contractor undertakes to keep confidential information and documents which it receives from the Client within the scope of this order. Only the employees who are entrusted with the processing of the subject of the offer shall have access to confidential information of the Customer.
The Client shall ensure that the present offer is not made known to third parties, either in whole or in part, including in an edited version, without the prior written consent of the Contractor.
Payments/ Default
Allpayments shall be made to us within 14 days of receipt of our respective invoice without deduction. If the customer is in default with his payment obligation, we shall be entitled - without prejudice to other rights - to interest on arrears from this point in time in the amount of 9 percent above the respective base interest rate. We reserve the right to claim further damage caused by delay.
Assignment/ Retention/ Set-off
The client is not entitled to transfer claims against us, with the exception of monetary claims, to third parties without written consent. The customer may only set off against the claims to which we are entitled such counterclaims that are undisputed or have been legally established. The client shall only be entitled to a right of retention insofar as it is based on the same contractual relationship.
Contractual penalties
Contractual penalties for late delivery or for other reasons are not agreed.
Applicable law and place of jurisdiction
German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods and the standards of private international law. The exclusive place of jurisdiction for merchants, legal entities under public law or special funds under public law is Stuttgart, Germany.
Ineffectiveness
If individual provisions of a contract for deliveries and services, of which these conditions are an integral part, are or become invalid, this shall not affect the validity of the remaining provisions.