I. Scope
1. The following terms and conditions of delivery and payment shall form an integral part of all our offers and declarations of contract acceptance as well as the basis of all our sales, deliveries, training and services including consulting, information, assembly and maintenance. They shall be deemed accepted at the latest upon receipt of our goods or services.
2. Conflicting general terms and conditions of the customer shall be excluded, even if we do not expressly object to them.
3. In addition to these terms and conditions, the relevant terms and conditions of the manufacturer in the respective valid edition shall apply to all contracts concluded with us, insofar as deliveries of hardware and software products are the subject matter of the contract.

II. Content of Contract
Our written order confirmation shall be decisive for the content and scope of the contract. Our pre-contractual communications, in particular offers, descriptions, cost estimates are, unless expressly agreed, subject to change.
Information, data in brochures, leaflets and technical application notes are only intended to be informative and to convey general knowledge. Unless otherwise agreed in writing, they shall not become part of the contract. Amendments to the contract and verbal agreements shall only be effective if confirmed in writing.

III. Prices
1. The prices of goods stated by us are ex works or ex our warehouse exclusive of statutory value added tax, packaging and assembly, unless otherwise agreed.
2. If a price agreement binding us has been concluded, we may nevertheless adjust the prices if the delivery or service is subsequently affected and made more expensive, either directly or indirectly, by new public charges, ancillary charges, freight charges or their increases or other statutory measures or a change in cost factors such as wage and material costs on which our prices are based.

IV. Delivery times, delivery, transfer of risk
1. Information on delivery periods and dates shall only be approximate. The delivery period shall commence on the date of receipt of our order confirmation by the contracting party, but not before clarification of all details of execution and fulfillment of all other requirements to be met by the contracting party.
2.In the event of force majeure and other unforeseeable, extraordinary and non-culpable circumstances, e.g. difficulties in procuring materials, operational disruptions, strikes, lockouts, etc. - even if they occur at sub-suppliers - the delivery period shall be extended by the duration of the hindrance as well as a reasonable start-up time if the supplier is prevented from fulfilling his obligation in due time. If the delivery or service becomes impossible or unreasonable due to the aforementioned circumstances, the supplier shall be released from the delivery obligation. If the delay in delivery lasts longer than two months, the Purchaser shall be entitled to withdraw from the contract. If the delivery time is extended or if the Supplier is released from the delivery obligation, the Customer may not derive any claims for damages from this. The Supplier may only invoke the aforementioned circumstances if he notifies the Customer without delay.
3. In the event of our own delay and impossibility of performance for which we are responsible, we shall only be obliged to pay damages for non-performance in the event of intent and gross negligence. Even in the case of gross negligence, however, our liability shall be limited to the damage foreseeable at the time the contract was concluded. Claims for compensation for damage caused by delay (§ 286 BGB) are also excluded in the case of gross negligence. The right of the contractual partner to withdraw from the contract after the fruitless expiry of a reasonable grace period granted to us remains unaffected.
4. We are entitled to partial performance to a reasonable extent.

V. Payment, Compensation
1. Our invoices are due immediately without deductions.
2. Payments may only be made to us, not to representatives.
3. In the event of partial deliveries, we shall be entitled to demand corresponding partial payment.
4.If our client withdraws from the contract (cancellation) without us having given him a reason to do so, or if we declare withdrawal from or cancellation of the contract for reasons for which the contracting party is responsible, the contracting party undertakes to reimburse the costs already incurred as well as the lost profit with a lump sum of a maximum of 25% of the contract sum. The client reserves the right to prove that costs and profit have not been incurred or have not been lost in this amount. Thereafter, the calculation shall only be made in the proven amount.

VI. Retention of Title
All goods shall remain our property (goods subject to retention of title) until all claims have been settled - in the case of payment by check until they have been cashed - irrespective of the legal grounds, including future or conditional claims, also from contracts concluded at the same time or later, even if specifically designated claims have already been settled. The same shall also apply in the event of combination and mixing with regard to the right of co-ownership, which shall then pass to us if applicable (§§ 947, 948 BGB).

The Customer is obliged to refrain from any impairment of the property with regard to the reserved goods and to inform the Contractor immediately in the event of access by third parties. Any costs of interventions arising in this respect shall be borne by the Customer.

VII. Warranty
1. We shall be liable for defects, which also include the absence of warranted characteristics, as a result of a circumstance occurring prior to the transfer of risk in accordance with the following conditions, if:

a. recognizable defects are notified in writing within eight days from the date of acceptance or, in the absence of acceptance, from the date of shipment, and non-recognizable defects are notified upon discovery, but no later than the warranty period of six months. The notification of such defects must be made without delay.
b. no repair attempts, maintenance work or technical modifications have been carried out by our contractual partners or third parties on the delivery item complained about and
c . our contractual partner is not in arrears with the fulfillment of his payment obligations insofar as they are due and are in reasonable proportion to the value of the unobjected parts of the delivery. Otherwise, retentions shall only be admissible if a notice of defects is asserted, the justification of which is beyond doubt.
d. the systems or devices are maintained in accordance with valid regulations and are operated properly by the contractual partner.
e. We draw attention to the fact that an absolutely error-free creation of software, in particular of complex software systems, is not possible according to the current state of the art or not possible with reasonable expenditure. The subject of this warranty is a program which is suitable for the usual or according to the contract assumed use in accordance with the program description.
f. We guarantee that the program carrier does not have any material or manufacturing defects when it is handed over to the customer.
g. No liability for defects can be accepted for the programs being free of defects outside the subject matter of this warranty for the reasons stated above. In particular, we do not guarantee that the program functions will meet the customer's requirements or will work together in the selection made by the customer. The customer is also responsible for the selection, installation and use as well as the intended results. If programs are used for the customer's own hardware, the warranty shall only extend to the software supplied and not to its interaction with the hardware.

2. the warranty shall consist, at our discretion, in replacing the defective parts free of charge, repairing them or making a subsequent delivery free of charge. The warranty period shall be six months. It shall run at least until the expiry of the original warranty period for the delivery item.
3. Our contractual partner's right to assert claims arising from defects shall also expire in all cases in twelve months from the time of the complaint. If no agreement is reached within this period, our contractual partners and we may agree on an extension period.
4. Our contractual partner shall grant us the time and opportunity reasonably required to remedy defects.
5.The liability for defects shall not apply to natural wear and tear, nor to damage caused as a result of incorrect or negligent handling, excessive stress, unsuitable operating materials or other influences not provided for in the contract.
6. Further claims of our contractual partner against us and our vicarious agents shall be excluded, in particular a claim for compensation for damage which has not occurred to the delivery item itself. This shall not apply insofar as liability is mandatory in cases of intent, gross negligence or the absence of warranted characteristics.
7. Clauses 1 to 6 shall also apply accordingly to such claims of our contractual partner for rectification or replacement delivery which have arisen as a result of consultations carried out within the framework of the contract or as a result of breaches of contractual ancillary obligations.

VIII. Liability
1. Claims not expressly granted in these terms and conditions, in particular claims for damages arising from impossibility, delay, breach of ancillary contractual obligations, positive breach of contract, culpa in contrahendo, tort and for compensation for consequential harm caused by a defect - also insofar as the aforementioned claims are in connection with the contractual partner's warranty rights - shall be excluded unless they are based on an intentional, grossly negligent breach of contract by us, one of our legal representatives or one of our vicarious agents. If the contract is part of the business of a merchant, our liability shall be limited to the damage foreseeable at the time of the conclusion of the contract, even in case of gross negligence.
2. Any liability on our part for damage caused by our representatives, vicarious agents or assistants before or during the execution of the order shall only be assumed within the scope of the business liability insurance concluded by us.
3.Any irregularities in the performance of our contractual obligations must be reported to us immediately for the purpose of rectification, otherwise no rights may be derived therefrom.
4. Advice given by our personnel or representatives commissioned by us is non-binding. They are based on the current state of our knowledge and experience and are given to the best of our knowledge. 4. liability claims are excluded insofar as we cannot be proven to have acted with intent or gross negligence.
5.We are not liable for loss of profit and financial losses of the customer, which arise e.g. in connection with a failure of the system, by faulty function of programs or data loss, just as little, if the system combination selected by the customer does not correspond to his requirements or the intended results are not reached, provided that compelling legal regulations about a liability of the resolution and/or rough negligence do not oppose these limitations of liability.

IX. Place of performance and jurisdiction
1. The exclusive place of performance and jurisdiction shall be the Contractor's registered office.

X. Data storage
1. We are entitled to process and store the data received in connection with the business relationship within the meaning of the Federal Data Protection Act, insofar as this appears expedient in the context of the performance of the contract.

XI. Miscellaneous
1. The programs provided by us for use are regularly protected by copyright. The customer undertakes to use these programs exclusively for himself and only within the scope of his commercial activity. By accepting the programs, he undertakes not to allow them to be reproduced without our consent and not to make the programs or copies available to any unauthorized third party. In case of infringement, the customer is obliged to pay damages.
2. We are entitled to use other reliable companies to fulfill our obligations.
3. Should one of the above provisions be legally ineffective, the validity of the remaining provisions shall not be affected.