Terms & Conditions

§ 1 Scope of Conditions

The deliveries, services, and offers of the seller are made exclusively on the basis of these terms and conditions. They therefore also apply to all future business relationships, even if they are not expressly agreed upon again.

§ 2 Offer and Contract Formation

(1) All orders require written or telegraphic confirmation by the seller to be legally effective. The same applies to additions, amendments, or ancillary agreements.

(2) Drawings, illustrations, dimensions, weights, or other performance data are only binding if expressly agreed upon in writing.

(3) Offers are non-binding unless expressly agreed upon as binding.

§ 3 Prices and Payment Terms

(1) Payments shall be made, unless otherwise agreed, within 30 days of invoicing (invoice date).

(2) Prices are, unless otherwise agreed, ex works Esslingen, plus packaging costs and plus applicable value-added tax.

(3) The customer may only offset claims that are undisputed or have been legally established.

§ 4 Delivery and Performance Times

(1) Delivery dates or deadlines, which may be agreed upon as binding or non-binding, must be in writing.

(2) Delivery and performance delays due to force majeure and due to events that substantially hinder or make delivery impossible for the seller — including strikes, lockouts, official orders, etc. — shall not be the responsibility of the seller even in the case of bindingly agreed deadlines. They entitle the seller to postpone the delivery or performance for the duration of the hindrance plus a reasonable start-up period, or to withdraw from the contract in whole or in part with respect to the unfulfilled portion.

§ 5 Transfer of Risk

The risk passes to the buyer:

a) As soon as the shipment has been handed over to the person carrying out the transport or has left the seller's warehouse for dispatch.

b) In the case of delivery by the seller, immediately upon handover, or if applicable, after installation.

§ 6 Warranty

(1) The seller warrants that its products are free from manufacturing and material defects.

(2) The warranty period is product-dependent and is noted on the offers.

(3) The warranty period begins on the date of delivery. If operating or maintenance instructions of the seller are not followed, modifications are made to the products, or parts are replaced that do not correspond to the original specifications, all warranty obligations shall be void.

(4) The buyer must notify the seller of defects in writing immediately, but no later than one week after receipt of the delivery item. Defects that cannot be discovered even with careful inspection within this period must be notified to the seller in writing immediately upon discovery.

(5) For justified defects, the seller may at its discretion require that:

a) The defective part or device be sent to the seller for repair and subsequent return. The costs of the cheapest outbound and return shipment shall be borne by the seller, provided the complaint proves to be justified.

b) The buyer keeps the defective part or device available and the seller carries out the repair at the buyer's premises.

c) The buyer has the defective part or device repaired at the seller's expense and in accordance with the seller's instructions.

d) In the case of a software error, the seller sends the buyer an update which the buyer installs.

(6) If subsequent improvement fails within a reasonable period, the buyer may at its discretion demand a reduction in the purchase price or cancellation of the purchase contract.

§ 7 Software Usage Rights

Upon delivery and payment of the software, the customer receives a non-transferable and non-exclusive right of use.

§ 8 Retention of Title

Until the purchase price has been paid in full, the delivered goods remain the property of the seller.

§ 9 Limitation of Liability

Claims for damages — regardless of the legal basis — are excluded against the seller, unless the seller or its vicarious agents have acted intentionally or with gross negligence. For software products, the seller is not liable for the loss or inaccuracy of data. Liability for consequential damages is excluded. For data reconstruction, the seller is only liable if the data has been backed up by the buyer in a current and complete state. The reconstruction must be possible with reasonable effort.

§ 10 Final Provisions

(1) These terms and conditions are governed by German law, excluding uniform law.

(2) The place of jurisdiction is — to the extent permitted by law — Stuttgart.

(3) Should any provision of these terms and conditions be or become invalid, the validity of any other provision or agreement shall not be affected. The contracting parties undertake to replace the invalid provision with one that corresponds to its economic purpose.