General Terms & Conditions (AGB)

A) General, Scope, Definitions.

All contracts for deliveries and services as well as obligations arising from the initiation of contract negotiations, the 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 its wording at the latest upon the conclusion of this obligation.

Our terms and conditions apply exclusively; deviating or supplementary conditions of the Customer that are unfavorable to us shall not become part of the contract, even if we do not separately object to them.

The content of the contract is based on the written agreements. No further agreements have been made. Amendments or additions to the contract are only effective if confirmed by us in writing.

In the case of continuing obligations, changes to the conditions will be communicated to the Customer in writing, identifying the amended provisions, and shall be deemed agreed if the Customer continues the continuing obligation without objecting within a reasonable period.

"Goods" within the meaning of this contract are, unless otherwise stated, all items to be provided to the Customer in accordance with the contract, including software, even if it is provided intangiblely, e.g., by electronic means of transmission.

The maintenance of hardware or software requires a separate contract between us and the Customer, for which our Supplementary Terms and Conditions for Hardware and Software Maintenance apply (see https://www.hawg-itsolutions.com/de/egb).

B) Offer, Offer Documents, Cost Estimate, Acceptances, Supplementary Offers.

Our offers are non-binding 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., by order confirmation or advance payment invoice, or have executed the delivery or service.

We reserve ownership and copyrights to all documents provided to the Customer, in particular data carriers, documentation, illustrations, drawings, calculations; they may not be used for purposes other than those specified in the contract and may not be made accessible to third parties and must be returned to us immediately free of charge if the contract is terminated or if the contractual purpose of use has been fulfilled. The Customer is obliged to keep the information and data contained therein confidential. This applies in particular to such documents and information that are designated as "confidential". We are entitled to demand the return of documents at any time if confidentiality is not ensured. The obligation of confidentiality is not affected by a termination of the contract.

The Customer is obliged to carefully check our offer for correctness and expediency. This applies in particular to project offers in which we have made assumptions, designated as such, on which we have based our calculation and service description. If such assumptions are incorrect, 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 shall be reimbursed by the Customer according to the time spent.

C) Quality of Goods or Services.

Our goods are intended exclusively for use by the Customer. If the Customer intends to deliver the goods purchased from us to a consumer, entrepreneur, or 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 member of the contractual chain has made only belong to the owed requirements insofar as they have been expressly and agreed in writing in the contract.

We reserve the right to make customary technical changes, in particular improvements, up to the time of delivery, provided that this only results in insignificant changes in quality and the Customer is not unreasonably adversely affected.

Information on the quality or durability of a good or service does not contain a guarantee (assurance) within the meaning of § 276 Para. 1 BGB (German Civil Code) 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 will be passed on to the Customer; the scope of any manufacturer's guarantee granted results from the guarantee conditions of the third-party manufacturer. The same applies to manufacturer's warranty extensions or care packs.

If goods are created or modified based on the Customer's specifications, we are not obliged to check these specifications without a special agreement. The Customer is not entitled to any claims for defects that are attributable to these specifications or to hardware or software supplied by third parties and used by the Customer.

If we are obliged to install software or hardware, the Customer must ensure a suitable hardware and software environment and ensure that the requirements communicated to him for hardware, software, and the other environment, in particular the connection to the computer network including all cabling, are met before installation.

The setup of suitable VDU workstations, in particular compliance with occupational health and safety regulations, is neither owed nor checked by us, but is the responsibility of the Customer.

D) Supplementary Provisions on the Quality of Software.

Contractual software is, unless expressly agreed otherwise, standard software that has not been individually produced for the needs of the Customer. Delivery contracts for software are therefore purchase contracts. The parties agree that, according to the state of the art, it is impossible to develop standard software free of errors for all application conditions.

Software will, unless otherwise agreed, be delivered in a version suitable for the Microsoft Windows operating system (current versions).

In the case of standard software from third-party manufacturers, we will supply the Customer with the manufacturer's original user documentation. We are not obliged to supply any further documentation. Upon request, the Customer will receive insight into the original user documentation to be supplied even before the conclusion of the contract. Otherwise, the documentation will be supplied as online help within the software. If the Customer wishes to receive further written documentation, he can inform us of this before the conclusion of the contract. We will then submit an offer for such documentation.

If software is to be delivered, we are obliged to hand over the object code on a data carrier. There is no claim to the surrender or disclosure of the source code.

During test runs and during installation, the Customer will ensure the presence of competent and trained employees and, if necessary, cease other work with the computer system. He will ensure the backup of all his data before each installation.

E) Rights of Use.

Rights of use only pass to the Customer upon full payment. Insofar as usage options are granted before full payment, these are revocable at any time.

In the case of standard software and other copyrighted material, the manufacturer's terms of use apply. These terms of use will be made available to the Customer upon request, even before the conclusion of the contract. Unless otherwise apparent from these or from terms of use agreed between the Customer and us, the following terms of use apply.

The Customer receives, unless otherwise agreed, a non-exclusive license, unlimited in time, to use the software. This license is not transferable. The granting of rights of use 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. If the hardware is changed, 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 not permitted.

In the case of a network license, this right of use applies to the agreed individual workstations of the contractually specified local network. The Customer is obliged to prevent any use by third parties.

Unless otherwise mandatory by law, the Customer is not authorized 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 in particular registration numbers in the software, may not be removed or changed.

For each case of culpable infringement by the Customer against the above provisions, we are entitled, without prejudice to other rights, to demand a contractual penalty, which will be determined by us in individual cases in accordance with § 315 BGB and the amount of which can be reviewed by the competent court.

Third parties within the meaning of this letter also include companies affiliated with the Customer, or spatially or organizationally separate facilities, such as branch offices.

F) Prices, Remuneration.

All prices are 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 sales tax, GST (Goods and Services Tax), and withholding taxes. We issue invoices in accordance with applicable law, in particular the Value Added Tax Act and applicable excise tax laws. Insofar as deliveries/services are subject to sales tax and/or similar taxes, these taxes, subject to the provision on withholding tax according to sentence 5, are to be paid by the Customer to us in addition to the price, unless this tax is to be paid by the Customer as the recipient of the deliveries/services to the competent tax authority according to the respectively applicable law, 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 are to be paid to the competent tax authority.

Unless otherwise stated in the order confirmation, our list prices apply, alternatively our usual prices.

If a delivery period of more than six weeks is agreed or in the case of continuing obligations lasting longer than 6 weeks, we are entitled to increase the prices to be paid for the provision of deliveries and services on the basis of the concluded contract if:

the procurement costs for hardware, software, or other services procured for resale to the Customer increase,

the procurement costs for hardware, software, and other services that we procure specifically for our service provision to the Customer increase (procurement is to be regarded as dedicated here if the hardware, software, or other service can be clearly assigned to the service provision for the Customer),

the provision of deliveries/services under this contract is subject to increased and/or further sovereign taxes, duties, or other charges;

• the storage, transport (including transport insurance), and packaging costs increase more than insignificantly,
• energy, heating costs, and fuel prices increase more than insignificantly,
• the rental costs / ancillary rental costs for rented data centers
• in the case of housing, hosting, and other data center services, increase more than insignificantly,
  the refinancing rate or other refinancing costs increase, provided the Customer has been informed that the service provision is subject to financing,
  wage costs or statutory ancillary wage costs increase significantly,
  due to legal requirements, the technical infrastructure has to be changed and thereby costs arise that were not foreseeable at the time of conclusion of the contract, or
  the other costs relevant for price calculation increase as a result of unforeseeable circumstances not caused by us and not influenceable by us.
  An adjustment must be equitable, in particular it may only be made to the extent necessary to compensate for the change, taking into account any savings, and may not be triggered by culpable conduct on our part. It must be announced in writing in advance with a notice period of at least 4 weeks, stating the reason. Upon request by the Customer, we will explain the amount of the adjustment in a comprehensible manner.
  If the contract is a contract for work and services in which we are the contractor and the Customer terminates according to § 648 BGB before we have begun to perform the service, we are entitled to a lump-sum remuneration of 5% of the agreed total remuneration. We are entitled to claim a higher appropriate remuneration.
  If we determine after conclusion of the contract that assumptions which have become part of the contract (see letter B, item 3) are incorrect, the Customer is obliged to remunerate any additional expenses according to the agreed rates, or alternatively our usual rates, if we do not submit a supplementary offer.
  If we deliver the goods on reusable pallets, a pallet exchange will take place in accordance with the following provisions. Upon delivery of the palletized goods, the Customer will return the same number of exchangeable pallets of the same type and quality or deliver them to us free of charge within 1 month. The UIC standard 435 4 of the International Union of Railways applies to exchangeability. The handed-over pallets become the property 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 take place or if pallets delivered by the Customer are not exchangeable or not of the same type and quality, we are entitled to invoice the Customer for the price of new pallets. The Customer is free to prove the conditions for a deduction new for old or a lower damage.

G) Terms of Payment.

The Customer agrees that invoices can also be sent to him electronically. We can also use messengers or representatives for invoicing. The invoice will be sent to the generally known 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 a payment date is not agreed, the occurrence of default is governed by the statutory provisions. In the case of bank transfers, the timeliness of payments depends on their availability to us. The acceptance of checks and bills of exchange is only considered payment after cashing in the amount cashed less all expenses. We are not obliged to present bills of exchange and checkspunctually. We are entitled to offset payments against the oldest due invoice, even if the Customer's redemption provision states otherwise.

H) Rights of Set-off and Retention, Assignment.

The Customer is only entitled to set-off with undisputed or legally established claims. The Customer is only entitled to exercise rights of retention with undisputed or legally established claims from the same legal relationship. The assignment of claims against us is excluded. This does not apply in the area of application of § 354a HGB (German Commercial Code).

I) Delivery, Transfer of Risk.

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

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

All dates and deadlines for the provision of deliveries/services by us are only binding if they have been designated by us as binding. Even if a time is specified for the delivery or service according to the calendar or if an event is to precede the delivery or service and a reasonable time for the delivery or service is determined in such a way that it can be calculated from the event according to the calendar, we will only be in default through a reminder from the Customer. Since we procure hardware and standard software from suppliers, we can withdraw from the contract if, despite congruent orders, we ourselves are not supplied on time or correctly. Obstacles to performance for which we are not responsible lead to a corresponding extension of the delivery or performance period, even if we are already in default. This applies in particular to defective or missing self-supply (see item 3), force majeure, war, natural disasters, traffic or operational disruptions, hindered import, lack of energy and raw materials, official measures such as orders and warnings, for example in the event of epidemics or pandemics, and labor disputes as well as the violation of cooperation obligations or duties of the Customer. We are entitled to withdraw from the contract, without prejudice to the right of withdrawal according to item 3, if the obstacle to performance persists for an unknown period and the purpose of the contract is endangered. If the hindrance lasts longer than 2 months, the Customer is entitled to withdraw from the contract with regard to the part not yet fulfilled, if he is not entitled to a right of withdrawal from the contract as a whole. An extension of the delivery or performance period also occurs as long as the parties are negotiating a change in the delivery or service or we submit a supplementary offer after assumptions in our offer, which have become part of the contract, turn out to be incorrect. Compliance with our delivery obligation presupposes the 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 if he does not accept ordered goods or services on time, we are entitled, within the scope of the claim for damages for non-performance, to demand 30% of the agreed price without sales tax as compensation without proof, unless it can be proven that only a significantly lower damage has occurred. Insofar as a grace period is not dispensable according to the statutory conditions, this only applies after the unsuccessful expiry of a reasonable grace period. If the Customer does not accept goods on time, we are entitled, within the scope of damages for default of the Customer, to demand 10% of the agreed price without sales tax as compensation without proof, unless it can be proven that only a significantly lower damage has occurred. We reserve the right to assert a demonstrably higher damage in each case. Insofar as we levy a lump-sum compensation according to this item, this excludes the cumulative assertion of corresponding additional expenses according to the following item 8. If the Customer is in default of acceptance, we are entitled to calculate our additional expenses according to our respective usual rates, alternatively at market rates, in particular for personnel deployment and storage. We reserve the right to assert demonstrably higher additional expenses.

K) Endangerment of Claims.

If it becomes apparent after conclusion of the contract that our claim to consideration is endangered by the Customer's lack of ability to perform, the Customer must provide security for his consideration if there is otherwise no obligation to perform in advance. If our contractual obligation consists of a work performance, service, or delivery of a (common) good to be procured for the Customer that cannot be sold otherwise at any time, we can demand that the Customer make an advance payment in the amount of our procurement costs or, at our option, in the amount of 50% of his consideration and provide security for the remaining amount. Otherwise, § 321 BGB applies with the proviso that we can also refuse our performance if other claims from the same legal relationship within the meaning of § 273 BGB are endangered. If installment payment has been agreed, the entire remaining claim becomes due if the Customer is in default with at least two consecutive installments in whole or in part. Deferral agreements become ineffective if the Customer defaults on a payment or the conditions of § 321 BGB arise with regard to a claim.

L) Retention of Title.

We retain title to the items delivered by us until receipt of all payments from the entire business relationship. Notwithstanding § 449 Para. 2 BGB, we are entitled to demand the return of the items without withdrawing from the purchase contract if the Customer is in default with the payment of the purchase price in whole or in part.

The Customer is obliged to treat the delivery item or the other items owned or co-owned by us under this letter with care. In particular, he is obliged to insure them adequately at replacement value against fire, water, theft, and vandalism damage at his own expense. If maintenance and inspection work is required, he must carry it out punctually at his own expense. In the event of seizures or other interventions by third parties, the Customer must notify us immediately in writing so that we can file an action pursuant to § 771 ZPO (German Code of Civil Procedure). If the third party is unable to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the Customer is liable for the loss incurred by us. The Customer is entitled to process or resell the delivery item in the ordinary course of business. If the reserved goods are processed by the Customer, the processing takes place for us as manufacturer and we directly acquire ownership or – if the processing takes place from materials of several owners or the value of the processed item is higher than the value of the reserved goods – co-ownership of the new item in the ratio of the value of the reserved goods to the value of the newly created item. In the event that no such acquisition of ownership should occur on our part, the Customer hereby transfers to us the future ownership or, in the ratio described above, the co-ownership. If the delivery item is combined or inseparably mixed with other items to form a single item and one of the other items is to be regarded as the main item, then we, insofar as the main item belongs to us, transfer to the Customer pro rata co-ownership of the single item in the ratio mentioned in sentence 2. In the event of resale, the Customer hereby assigns to us all claims in the amount of the final invoice amount including value-added tax that accrue to him from the resale against his customers or third parties. The Customer remains authorized to collect this claim even after assignment, provided he has created the conditions for forwarding the collected amounts to us and as long as the conditions of the provision on endangerment of claims (§ 321 BGB) do not arise. Our authority to collect the claim ourselves remains unaffected by this. At our request, the Customer is obliged to disclose the assignment and to hand over to us the documents and information necessary for asserting the claim.

We undertake to release the securities to which we are entitled at the Customer's request insofar as the value of our securities exceeds the claims to be secured by more than 20%. The choice of the securities to be released is ours. If the extended or prolonged retention of title regulated in this letter L is subject to a foreign legal system according to the rules of private international law and if the retention of title regulated in this letter L is ineffective under the law applicable there or if additional requirements are necessary for its effectiveness which are not met, the following retention of title shall apply exclusively: The delivery item remains our property until full payment.

M) Limitation of Liability.

Limitation of liability on the merits. We are not liable for simple negligence on the part of our executive bodies, legal representatives, employees, or other vicarious agents. This limitation of liability does not apply to damages arising from injury to life, limb, or health due to at least negligent breach of duty, other damages due to at least grossly negligent breach of duty or due to at least negligent breach of essential contractual obligations (obligations whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner may regularly rely), damages that fall within the scope of protection of an assurance given by us (guarantee, § 276 Para. 1 BGB) or a guarantee (§ 443 BGB), claims under the Product Liability Act. Limitation of liability in amount. Our liability for simple negligence or grossly negligent conduct of our vicarious agents who are not legal representatives or executive employees (simple vicarious agents) is, with the exception of the cases in item 1.1, 1.3, and 1.4 above, limited to the damage typically to be expected at the time of conclusion of the contract and, in the case of a claim for reimbursement of futile expenses, to the amount of the interest in performance. In the event of loss of data, we are only liable in the case of simple negligence for the expense that would have been necessary for the restoration of the data if the Customer had carried out proper and regular data backup. Liability from pre-contractual obligations and business contacts. This letter M also applies to claims for damages by the Customer arising from obligations that arise from the initiation of contract negotiations, the initiation of a contract, or similar business contacts. If a contract is concluded between us and the Customer, the Customer hereby waives all claims that go beyond the liability according to this letter M. Tortious claims. This letter M also applies to tortious claims of the Customer. Limitation of liability in favor of third parties. Insofar as liability is excluded or limited according to this letter M, this also applies to the personal liability of our employees, representatives, and vicarious agents. Without prejudice to letter N item 7, other claims for damages and for reimbursement of futile expenses of the Customer shall become statute-barred within one (1) year. This does not apply to claims for damages due to injury to life, limb, or health. This also does not apply to claims of the Customer under the Product Liability Act, in the case of an assurance (guarantee, § 276 Para. 1 BGB) or guarantee (§ 443 BGB) as well as claims due to other damages based on an intentional or grossly negligent breach of duty. Indemnification from claims of third parties. The Customer indemnifies us from all claims of his vicarious agents or other third parties employed by him that go beyond the liability according to this letter M, including claims from pre-contractual obligations and business contacts.

N) Customer's Claims in Case of Defects (Material and Legal Defects).

Obligation to inspect and notify. The Customer's rights due to material defects are subject to proper inspection and notification (§ 377 HGB). Defects in used items. In the case of the purchase of used goods, the Customer's rights due to defects are excluded. This does not apply to claims arising from an assurance given by us (guarantee, § 276 Para. 1 BGB) or guarantee (§ 443 BGB) or if we have fraudulently concealed the defect (§ 444 BGB). This also does not apply to claims for damages, however, liability is excluded for claims for damages due to negligent defective delivery, except for damages arising from injury to life, limb, or health, damages caused at least by gross negligence, damages that fall within the scope of protection of an assurance given by us (guarantee, § 276 Para. 1 BGB) or a guarantee (§ 443 BGB) as well as claims under the Product Liability Act. Subsequent performance. We are entitled to remedy the defect at our option by rectification or delivery of a defect-free item (subsequent performance). If subsequent performance fails, the Customer may reduce the purchase price or, if a construction service is not the subject of liability for defects, withdraw from the contract at his option. Our obligation to bear the expenses necessary for the purpose of subsequent performance or for taking back the replaced item, in particular transport, travel, labor, and material costs, is excluded in any case insofar as the expenses increase because the purchased item was moved to a place other than the recipient's residence or commercial establishment after delivery, unless the move corresponds to the intended use of the item. The Customer's right pursuant to § 439 Para. 3 S. 1 BGB to demand the necessary expenses for removing the defective item and installing or attaching the rectified or delivered defect-free item is limited in amount to 150% of the purchase price of the item in defect-free condition or 200% of the defect-related reduction in value. The Customer's right to damages as well as reimbursement of expenses in recourse (§ 478 Para. 2 BGB) remains unaffected by the provisions of this item. Defects in supplied hardware and software. Notwithstanding item 3 above, in the case of delivery of hardware and standard software from third-party manufacturers as well as in the case of involvement of third parties in maintenance services, we may assign our corresponding claims against our supplier, the manufacturer, or other third parties to the Customer for the purpose of rectification or replacement delivery. In this case, before asserting his right to subsequent performance by us, reimbursement of expenses after self-remedy, damages in lieu of performance, withdrawal, or reduction, the Customer must, if necessary, take legal action against our supplier or the manufacturer for subsequent performance, damages, or reimbursement of expenses after self-remedy, unless this is unreasonable for the Customer. If the Customer incurs costs in this process that he cannot recover from them despite enforcement, we are obliged to reimburse the Customer. The foregoing 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. Interventions by the Customer. In the event of interventions by the Customer in the goods, in particular in the program code, which are not permitted by contract, by the operating instructions, or other instructions for use, the Customer is not entitled to any claims for defects if the Customer does not explain and prove to us that the defect is not based on the intervention. Recourse claims (§ 445a BGB). The following provisions only apply if the end customer is not a consumer: Recourse claims are only available to the Customer if we are responsible for the defect; if the Customer is claimed against by a customer for subsequent performance, he is only entitled to recourse claims against us if he has given us the opportunity for subsequent performance in turn. Recourse claims are only available to the Customer if we would not have been entitled to refuse subsequent performance ourselves. Only subsequent performance expenses that have led to successful subsequent performance are eligible for recourse. If the Customer has taken back the purchased item or the customer has reduced the purchase price, the Customer is only entitled to recourse claims against us if he could not have averted the take-back or reduction by subsequent performance. In amount, the Customer's recourse claim is limited to the amount of the net purchase price of the affected goods.

Limitation period for claims due to defects, unless excluded by these conditions: In the case of intentional or grossly negligent breaches of duty, in the case of fraudulent concealment of a defect, in the case of damages arising from injury to life, limb, or health, in the case of claims under the Product Liability Act as well as in the case of an assurance (guarantee, § 276 Para. 1 BGB) or guarantee (§ 443 BGB) or if we have fraudulently concealed the defect (§ 444 BGB), the statutory provisions on the limitation period apply. All other claims for material defects of the Customer shall become statute-barred in one (1) year. The same applies to:

• Claims for legal defects with the following exception: Notwithstanding 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 shall become statute-barred in five (5) years.
  -Recourse claims, provided the end customer is not a consumer. In these cases, the suspension of expiry pursuant to § 445b Paras. 2 and 3 BGB is also excluded.

O) Customer's Cooperation in Case of Defects.

For any rectification, the Customer must provide us with the information necessary for error diagnosis and elimination, if necessary upon request, and provide us with a trained and competent employee for rectification via remote data transmission or telephone, who will cooperate in the rectification. In the case of on-site subsequent performance, we must be given unhindered access to the defective goods and, if necessary, other work on the Customer's hardware or network must be stopped. The Customer is obliged to report defects found in hardware or software in as much detail and as reproducibly as possible. If the Customer claims subsequent performance from us and it turns out that there is no claim to subsequent performance (e.g., user error, improper handling of the goods, absence of a defect), the Customer must reimburse us for all costs incurred in connection with the inspection of the goods and the subsequent performance, unless he is not responsible for our claim. In the event of a system failure due to an error for which we are responsible, we will restore the data to the state of the data backup last performed by the Customer before the failure. The Customer will provide the corresponding data in machine-readable form. If the Customer is claimed against for infringement of third-party rights or for an injunction to cease further use of the delivery item, he must inform us of this immediately.

P) Partial Performance.

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

Q) Right of Return.

The Customer is generally not entitled to a contractual right of return. Something else only applies if we have expressly granted him a right of return in writing. Such rights of return only apply to physical objects, i.e., in particular not to software that is delivered intangibly (not on CD/DVD). There is no claim to the granting of a right of return in any case. Returns of goods without prior agreement of a right of return will be rejected without exception. If the Customer is granted a right of return by us, this only applies to goods already paid for. 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 by timely return shipment, the arrival of the goods at our premises being decisive,

in the case of software: originally packaged and unopened, including data carrier and documentation;

in the case of hardware: the delivered devices including accessories, documentation, and complete original packaging in unchanged, in particular undamaged, new condition.

The return shipment is at the expense and risk of the Customer. In his own interest, he will choose the safest transport route and ensure adequate insurance. Partial returns of deliveries require a separate agreement.

R) Restrictions on Use.

The goods are provided for their intended use in accordance with the manufacturer's instructions for use. Upon request, we will provide the Customer with these instructions for use before ordering. The use of our delivery and service is prohibited

–in connection with the planning, construction, manufacture, monitoring, control, or delivery of nuclear or atomic facilities,

–in connection with the planning, construction, manufacture, or delivery of aircraft or spacecraft, including the control and monitoring of air or space traffic, or

–for weapon systems.

S) Activity of Employees at the Customer's Premises.

If deliveries/services of our employees or vicarious agents are provided at the Customer's premises, the Customer shall provide suitable premises and equipment at his own expense, unless we have assumed 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 issue instructions to our employees or vicarious agents. The Customer's right to issue instructions within the scope of service or work contracts can only be exercised towards one of our legal representatives or a person designated as authorized to represent us for this purpose.

T) Acceptance.

If acceptance is required by contract or law, the following provisions apply. At our request, partial acceptances are to be carried out for definable parts of deliveries/services that can be used independently, or for parts of services on which further services are based, if the parts of services to be accepted can be tested separately. If all parts of services have been accepted, the last partial acceptance is also the final acceptance. If the delivery of hardware or standard software is also part of the service requiring acceptance, we are entitled to invoice the Customer for this regardless of an acceptance of the service otherwise.

U) Export.

We are legally and, moreover, in relation to suppliers, obliged to observe the export restrictions of national as well as international law, in particular EU and US American law, and to impose these restrictions on the Customer as well. The Customer is obliged to observe these regulations as well. Upon request, we will provide the Customer with information about the goods and services that are affected by contractual submission agreements under US American export law. The Customer is solely responsible for compliance with export regulations. We are not obliged to ship goods to places or provide services in places for which export restrictions apply. Otherwise, the Customer will, at our option, pick up the goods at our shipping location or designate a substitute address.

V) Suspension of Limitation Period during Negotiations.

A suspension of the limitation period for claims of the Customer 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.

If we agree with the Customer on the temporary provision of an item, e.g., hardware or software or storage space (cloud computing), these terms and conditions apply subject to the following overriding provisions. The usage fee is, unless otherwise regulated, to be paid monthly in advance, proportionally in the case of commencement or termination during the month. Liability without fault for initial defects is excluded, unless it is a property assured by us (guarantee, § 276 Para. 1 BGB). The provision of use to third parties, e.g., within the scope of a sublease, or the change of the agreed location, or in the absence of an agreement, the first location at the Customer's premises, is not permitted to the Customer. In the case of physical objects that are handed over to the Customer or in the case of software that the Customer uses on his hardware or on third-party hardware, we are not obliged to maintain the provided item during the contract term. The Customer assumes this. The price calculation is based on this division of tasks. The Customer is free to use support or maintenance services offered by us or the manufacturer, possibly for a fee, and we will cooperate to the necessary extent in any acquisition of such services from the manufacturer. Changes to the contractual object may only be made with our consent. This applies in particular to hardware for the installation of new hardware parts or operating programs. The installation of application software is at the Customer's own risk and expense. In the case of software, the installation and application of updates are only permitted with our express consent and are at the Customer's own expense and risk. We are obliged to consent insofar as this is necessary for the maintenance of the software. The Customer cannot assert a reduction against the usage fee, however, any claims for repayment of the usage fee remain unaffected. In the case of intangible objects, such as storage space (cloud) or ASP contracts (Application Service Providing), usability is based on the agreed availability quota. We may provide the service in whole or in part through third parties. If specific third parties are designated in the contract, their terms of use/service conditions apply primarily. Upon request, the Customer will receive information about the use of third parties as well as insight into their terms of use/service conditions even before the conclusion of the contract, and at any time upon request after the conclusion of the contract. The Customer may only store or otherwise process content whose use does not violate German or applicable foreign law, in particular is not punishable or subject to a fine, contradicts data protection law, or infringes third-party property rights, such as copyright, patent, name, or trademark rights. In the case of the provision of storage space (cloud), we are entitled to temporarily block access immediately until the completion of a legal review if there are indications of a violation of the above obligations or if third parties or authorities raise complaints against content or usage actions of the Customer that are not obviously unfounded. The Customer is to be heard beforehand if possible. The Customer is only entitled to terminate due to non-granting or withdrawal of contractual use after the fruitless expiry of a reasonable period for replacement delivery. A deadline is not required if we have seriously and finally refused replacement delivery or if special circumstances exist that justify immediate termination after weighing the mutual interests. For software that has been provided to the Customer, after termination of the contract, all possible copies of the software or parts thereof must be deleted in such a way that restoration is technically impossible. The Customer must confirm this in writing. We are entitled to check the deletion on our own premises at the Customer's expense after prior notice and to take access to all necessary facilities, such as in particular computers and IT systems of the Customer. The Customer will cooperate to the necessary extent.

X) Data Protection.

We process personal data in accordance with the statutory data protection requirements. For order processing, our data protection regulations for order processing pursuant to Art. 28 EU GDPR apply additionally.

Y) Place of Performance, Choice of Law, Contract Language, Place of Jurisdiction.

The place of performance for contracts with merchants is for both parties the registered office of our company. These terms and conditions and the entire legal relationship between the parties are subject to substantive German law. Insofar as third-party contract conditions are applicable between us and the Customer which are subject to foreign law, this law applies. The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded. The contract language is German. Insofar as translations of these conditions into other languages are provided, the German version remains exclusively legally decisive for the interpretation of the regulations. If the Customer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from the contractual relationship is the registered office of our company, whereby we are, however, entitled to sue the Customer at another legal place of jurisdiction. Towards all other Customers, our registered office is agreed as the place of jurisdiction for all disputes arising from the contractual relationship in the event that the party to be sued by legal action moves its residence or habitual abode from Germany after conclusion of the contract or its residence or habitual abode is not known at the time the action is filed. The invalidity of provisions in these contractual conditions or of another provision agreed between the parties shall not affect the validity of the remaining provisions of these General Terms and Conditions of Delivery and Service or other agreements. In the case of other provisions agreed between the parties, the parties are obliged to replace the invalid provisions with such effective provisions that come as close as possible to the meaning of the invalid provisions.