General Terms and Conditions

Part 1: Terms and Conditions for Entrepreneurs
Part 2: Terms and Conditions for Consumers

Part 1: Terms and Conditions for Entrepreneurs

I. Applicability

  1. Offers, orders and services of OKM GmbH are exclusively subject to our General Terms and Conditions.
  2. The conditions of Part 1 apply exclusively to business transactions with entrepreneurs. Entrepreneur is a natural or legal person or a partnership with legal capacity that acts in the exercise of its commercial or independent professional activity when concluding a legal transaction.
  3. Any general or additional contractual terms and conditions of the contractual partner which contradict or deviate from these provisions shall not apply. Deviating contractual conditions shall only become effective towards us if we have agreed to the changes in writing. Otherwise, we reserve the right to reject the conclusion of a contract.
  4. Our contracts are subject to the regulations on the right to purchase according to §§ 433 ff. of the German Civil Code (BGB), as far as it does not concern repair contracts. The latter are subject to the provisions on the law governing contracts for work and services pursuant to §§ 611 ff. of the German Civil Code (BGB).

II. Conclusion of Contract

  1. The offers of OKM GmbH are subject to confirmation. Orders are regarded as accepted if they are either confirmed in writing by OKM GmbH or executed immediately after receipt of the order or on schedule.
  2. The written order confirmation is decisive for the scope of delivery. Additional agreements and changes to the scope of the contract require written confirmation by OKM GmbH in any case.
  3. OKM GmbH reserves the unrestricted property and copyright exploitation rights to cost estimates, hardware and software used, manuals produced and all other documents of OKM GmbH. The aforementioned documents may only be made accessible to third parties with the prior written consent of OKM GmbH. If the order is not placed, the documents sent with the submission of the offer must be returned immediately, i.e. at the latest within 3 days of the order not being placed, to OKM GmbH at the customer’s expense. The same applies to the termination of a framework agreement or longer-term business relations. The relevant time here is the end of the respective contractual relationship.

III. Prices

  1. The agreed prices apply plus the statutory value added tax applicable on the day of delivery.
  2. If the delivery of goods is owed, the prices are ex works, i.e. from the registered office of OKM GmbH.
  3. If the repair of a device is the subject of the contract, the contractual partner can demand the preparation of a cost estimate. In this case OKM GmbH is entitled to demand an appropriate remuneration for the preparation of the cost estimate, which, however, will be offset against the remuneration for the repair service when the order is placed. The actual repair costs may exceed the estimated costs calculated in the cost estimate by 15 percent without requiring the consent of the customer.
  4. The costs for the shipment of equipment in connection with repair orders are always borne by the customer. This applies to both the outward and return shipment and also if a repair order is not initiated by the contractual partner for any reason notwithstanding.
  5. If a device is sent to OKM GmbH for the preparation of a cost estimate and the repair order is not placed, the customer shall bear the costs for the return of the device if he does not collect the item himself or has it collected. These are to be paid before return to OKM GmbH. If a remuneration has been agreed for the preparation of the cost estimate, the costs of the return shipment shall be charged with the invoicing of this remuneration. Otherwise, the costs to be paid will be communicated to the customer separately, stating a payment deadline. If the payment is not made in due time, the risk of damage or accidental loss of the goods shall pass to the customer.

IV. Payment

  1. The purchase price is, unless otherwise agreed, payable immediately upon ordering and prior to delivery. The remuneration for repairs is to be paid after completion and return of the device according to the information in the invoice. OKM GmbH is entitled to demand an advance payment before the start of repair, which may not exceed the calculated repair costs. A repair can be made dependent on the payment of an advance.
    A deduction of a discount is only permissible if this has been expressly agreed with OKM GmbH. The agreement of other terms of payment is expressly reserved.
  2. In the event of late payment, interest of 8 percentage points above the base rate shall be payable on all amounts from the due date. If OKM GmbH proves a charge with a higher interest rate, the higher interest rate applies.
  3. If the contractual partner does not fulfil his payment obligations, is in default with his payments or if other circumstances become known which question the creditworthiness of the contractual partner, e.g. suspension of payments, insolvency proceedings, the initiation of execution measures which are not averted within a fixed period, OKM GmbH has the right to extraordinary termination of the order. In this case, further deliveries/orders will only be executed against cash payment and advance payment. Any other securing of the customer’s payment obligations requires an express written agreement.
  4. Payment instructions, cheques and bills of exchange will only be accepted after special agreement and only on account of payment. Collection and discount charges shall be borne by the contractual partner.
  5. The withholding of payments or offsetting due to any counterclaims of the contractual partner disputed by OKM GmbH and not legally established is not permitted.

V. Deliveries and delay in delivery

  1. Delivery dates or delivery periods are only binding if they have been confirmed in writing by OKM GmbH. As a rule, they begin with the conclusion of the contract. In the case of subsequent changes to the contract, the delivery date/period shall be redefined.
  2. The delivery period shall be extended in accordance with the duration in the event of measures within the framework of industrial disputes, in particular strikes and lock-outs, as well as in the event of unforeseen events which lie outside the sphere of influence of OKM GmbH. This shall also apply if the circumstances occur at subcontractors.

    The aforementioned circumstances are not the responsibility of OKM GmbH even if they occur during an already existing delay. OKM GmbH shall inform the contractual partner as soon as possible of the beginning and the end of such obstacles in important cases.

  3. If OKM GmbH is in default with its deliveries or services, the contractual partner must set a reasonable grace period (but at least 2 weeks). After this period has expired, he can withdraw from the contract. He can only demand compensation for the damage caused by default if OKM GmbH is guilty of intent or gross negligence. The same applies to the claim for damages instead of the service.
  4. Rescission is excluded if the contractual partner is solely or predominantly responsible for the circumstance that would entitle him to rescind or if the circumstance for which OKM GmbH is not responsible occurs at a time when the contractual partner is in default of acceptance.

VI. Transfer of risk and dispatch

  1. The risk is transferred to the contractual partner upon dispatch of the delivery, even if partial deliveries are made or if OKM GmbH has taken over other services, e.g. the shipping costs or delivery and installation.
  2. If dispatch is delayed as a result of circumstances for which the contractual partner is responsible, the risk shall pass to the contractual partner from the day on which the goods are ready for dispatch.
  3. If the dispatch of deliveries has been agreed, OKM GmbH is permitted to commission a forwarding agent with the dispatch. The order is made either in the own name or in the name of the contractual partner. The costs of the dispatch bear in each case the contracting partner.
  4. The above shall apply mutatis mutandis to the conclusion of transport insurance.

VII. Retention of title

  1. The delivered goods shall remain the property of the aforementioned company until all claims of OKM GmbH against the contractual partner arising from the existing business relationship have been satisfied, even if payments are made for specially designated claims.
    OKM GmbH undertakes to release the securities to which it is entitled at the request of the contractual partner to the extent that the total value of the securities exceeds the claim to be secured by 20%, insofar as this has not yet been settled.
  2. The contractual partner has the obligation to keep the delivered goods in proper condition for the duration of the retention of title. In the event of seizures or other interventions by third parties, he must inform OKM GmbH immediately in writing.
  3. The contractual partner undertakes to provide us with the information required to assert OKM GmbH’s rights arising from the reservation of title and to hand over all necessary documents without delay, i.e. at the latest within 3 days of the request to do so.
  4. The goods covered by the retention of title may only be resold in the ordinary course of business and only under the use of these General Terms and Conditions and the documents authorised by OKM GmbH, such as in particular manuals. Before the resale, the contractual partner must inform OKM GmbH immediately in writing stating the relevant data including the name and address of the third party debtor.

    At the request of OKM GmbH, the contractual partner must assign its claim against the third-party debtor in the amount of the amount invoiced by it with priority over the latter.

    OKM GmbH reserves the right to collect any claims itself as soon as the contractual partner does not meet its payment obligations properly and is in default of payment. Any costs incurred shall be borne by the contractual partner.

  5. A processing (reconstruction and/or connection with other things as well as installation in other things) of the delivered goods is not permitted. With regard to the consequences, the following shall apply to Section VIII. Abs. 4 c) of these general trading conditions expelled.

VIII. Warranty (for Entrepreneurs)

  1. OKM GmbH provides a warranty of 1 year on the goods or other services delivered by OKM.
  2. The contractual partner must inspect the deliveries and services immediately upon receipt. If defects are found, they must be claimed in writing immediately (at the latest within 5 working days). Goods which are subject to complaints must be provided to OKM GmbH for inspection.

    If the defect is not recognisable, the foregoing shall apply accordingly. The period for making a complaint begins with the discovery of the defect. It shall end at the latest within the period specified in Clause 1.

  3. The contractual partner is entitled to the delivery of a defect-free item or, in the case of a repair order, to a defect-free repair. If the delivered item is defective or if the repair has not been carried out properly, OKM GmbH shall initially have the right to rectify the defect.

    In the cases in which the error cannot be eliminated, further attempts at elimination are unreasonable or the elimination of the error has failed completely, the contractual partner may choose to

    • require the delivery of defect-free goods, unless it is a repair contract,
    • withdraw from the contract,
    • reduce the agreed purchase price or the compensation,
    • claim damages.

    Further disposal attempts are unreasonable at the earliest if two such attempts have failed. In this case, the error correction shall be deemed to have failed. OKM GmbH shall only be liable for damages in the case of intent and gross negligence.

  4. The warranty obligation shall lapse completely if the defect which has occurred is causally connected with the fact that
    1. the contractual partner has not duly and immediately notified OKM GmbH in writing of an obvious defect and has given OKM the opportunity to remedy the defect without delay. Clause 1 shall also apply mutatis mutandis to undetectable defects unless these are reported immediately after their discovery,
    2. the goods have been improperly handled or overstressed,
    3. the delivered goods have been opened, converted or otherwise installed in items without a contractual agreement having been made with OKM.

    The loss of warranty claims shall not affect OKM GmbH’s claims for damages or contractual penalties.

  5. All claims due to defects shall become statute-barred upon expiry of the warranty period specified in clause 1. For defects asserted within the warranty period, but not eliminated, the warranty shall continue until the defect has been eliminated.

    For defects asserted within the warranty period, but not eliminated, warranty is given until the defect is eliminated. As long as the limitation period – related to this defect – is suspended. The hindrance shall end 3 months after OKM GmbH has declared that the defect has been eliminated or that a defect has not existed; at the earliest, however, however, upon expiry of the warranty period specified in clause 1. The relevant date shall be the date of dispatch of the aforementioned declaration.

  6. In the case of a new delivery of goods, the period stated in clause 1 shall begin to run anew. In the case of only a partial replacement, however, this only applies to that part of the goods which was actually replaced.

IX. Liability

  1. The OKM GmbH is liable in accordance with the following provisions for damages – regardless of the legal basis – if they, their legal representatives or vicarious agents have culpably caused.

    The liability for damage to property is excluded in the case of slight negligence, if it is not a breach of an essential contractual obligation. In this case OKM GmbH’s liability is limited to the damage typical for the contract and reasonably foreseeable.

    In the event of intent or gross negligence, the aforementioned company shall be liable for personal injury limited to a sum of € 1,533,875.64. The maximum amount is limited to € 511,291.88 for property damage and € 51,129.19 for other financial losses.

  2. The rights of the contractual partner arising from warranty in accordance with Section VIII remain unaffected.
  3. The claims due to delay in delivery are conclusively regulated in Section V..
  4. The contractual partner is obliged to inform OKM GmbH in writing about damages and losses immediately, as far as there is the possibility that OKM GmbH has to pay for the damages or losses.
  5. A liability of the legal representative, of vicarious agents or employees of OKM GmbH is excluded, except in cases of intent and gross negligence, vis-à-vis the contractual partner.

X. Copyrights and Industrial Property Rights, Secrecy

  1. The client is obliged to keep confidential for an indefinite period all information which becomes accessible in connection with the business relationship – irrespective of the conclusion of a contract – and which is designated as contractual or is recognisable as a business or trade secret under other circumstances, and to neither record nor pass it on nor exploit it – insofar as this is not necessary to achieve the purpose of the contract. Publications as well as verbal, pictorial and written representations are only permitted with the prior written consent and authorisation of OKM GmbH.

    The contractual partner further ensures that the above obligations are met by his employees as well as by all other third parties (in particular vicarious agents, third party buyers). He will obligate them accordingly and prove this to OKM GmbH on request.

  2. If infringements of industrial property rights or copyrights on a product supplied by OKM GmbH become known, he is also obliged to inform OKM GmbH in writing without delay (within 3 days).
  3. The contractual partner shall also indemnify OKM GmbH against all claims by third parties for infringement of copyrights or industrial property rights arising from the fact that he or the third parties named in section X.1. have not complied with obligations of this contract or instructions of OKM GmbH.
  4. The contractual partner is prohibited from opening the delivered goods without authorization. He is also forbidden to duplicate, copy or modify the delivered hardware and software. For the protection against unauthorized access by third parties to the hardware and software as well as the documentation and manuals, the aforesaid shall apply accordingly.

    Copyright notices, serial numbers and other identifying features must not be removed or altered under any circumstances.

XI. Contractual Penalty

  1. For each case of violation of the obligations in Section X. 1-4 of these General Terms and Conditions, an immediately due contractual penalty is forfeited. The amount is determined by the type and scope of the respective infringement.
  2. In cases of breach of the obligations arising from Section X. 1.-4. of these General Terms and Conditions, this shall amount to 10 % of the total order volume of the order to which the breach relates for each breach of contract – unless otherwise agreed below – as minimum damage without proof. In cases of continuation of the relationship, the foregoing shall apply accordingly.
  3. A contractual penalty does not exclude the asserting of payment of damages. It is to be set off however against a corresponding requirement. A fixed contractual penalty is to be paid within 10 days. Decisive for the period beginning is the sending date of the fixing. The contractual partner shall be in default of payment upon expiry of the deadline. In this case, IV. 2. of these General Terms and Conditions applies accordingly.
  4. In the event of breaches of the obligations under Section X.4 clause 2 of these General Terms and Conditions, the contractual penalty shall amount to 10% of the average annual turnover (starting point: net annual turnover as per final or, in the event of failure to prepare provisional annual balance sheets for the previous year) in the sales area (country in which the buyer has his regular place of residence or business; example: Oregon = United States of America) as the minimum loss without proof.

XII. Place of Performance and Jurisdiction

  1. The place of performance for the delivery of the goods and for all mutual claims is the place of business of OKM GmbH.
  2. For all present and future claims arising from the business relationship with merchants, including bills of exchange and cheque claims, the exclusive place of jurisdiction is the aforementioned place of performance.

XIII. Final Clauses

  1. The application of the UN Sales Convention of 11.04.1980, valid from 01.01.1991, is expressly excluded.
  2. Insofar as mandatory statutory regulations do not expressly contradict this, the law of the Federal Republic of Germany shall apply exclusively.

XIV. Severability Clause

  1. Should one or more of these general terms and conditions be invalid or incomplete, the validity of the remaining provisions shall not be affected. In such a case, the contracting parties undertake to jointly agree on a replacement provision which corresponds economically to the invalid contractual provision.

Part 2: Terms and Conditions for Consumers

I. Applicability

  1. Offers, orders and services of OKM GmbH are exclusively subject to our General Terms and Conditions.
  2. The conditions of part 2 apply exclusively to business transactions with consumers. A consumer is any natural person who enters into a legal transaction for a purpose which cannot be attributed to either his commercial or his self-employed professional activity.
  3. Contradictory or deviating general or additional terms and conditions of the contractual partner shall not apply. Deviating contractual conditions shall only become effective vis-à-vis us if we have agreed to the changes in writing. Otherwise, we reserve the right to reject the conclusion of a contract.
  4. Our contracts are subject to the regulations about the purchase right according to §§ 433 ff. of the German Civil Code (BGB), as far as it does not concern repair contracts. The latter are subject to the provisions on the law governing contracts for work and services pursuant to §§ 611 ff. of the German Civil Code (BGB).

II. Conclusion of Contract

  1. The offers of OKM GmbH are subject to confirmation. Orders are regarded as accepted if they are either confirmed in writing by OKM GmbH or executed immediately after receipt of the order or on schedule.
  2. The written order confirmation is decisive for the scope of delivery. Additional agreements and changes to the scope of the contract require written confirmation by OKM GmbH in any case.
  3. OKM GmbH reserves the unrestricted property and copyright exploitation rights to the cost estimates, the hardware and software used, the manuals produced and all other documents of OKM GmbH. The aforementioned documents may only be made accessible to third parties with the prior written consent of OKM GmbH. If the order is not placed, the documents sent with the submission of the offer must be returned immediately, i.e. at the latest within 3 days of the order not being placed, to OKM GmbH at the customer’s expense. The same applies to the termination of a framework agreement or longer-term business relations. The relevant time here is the end of the respective contractual relationship.

III. Prices

  1. The agreed prices apply plus the statutory value added tax applicable on the day of delivery.
  2. If the delivery of goods is owed, the prices are ex works, i.e. from the registered office of OKM GmbH.
  3. If the repair of a device is the subject of the contract, the contractual partner can demand the preparation of a cost estimate. In this case OKM GmbH is entitled to demand an appropriate remuneration for the preparation of the cost estimate, which, however, will be offset against the remuneration for the repair service when the order is placed. The actual repair costs may exceed the estimated costs calculated in the cost estimate by 15 percent without requiring the consent of the customer.
  4. The costs for the shipment of equipment in connection with repair orders shall always be borne by the customer. This applies to both the outward and return shipment and also if a repair order is not initiated by the contractual partner for any reason whatsoever.
  5. If a device is sent to OKM GmbH for a cost estimate and the repair order is not placed, the customer must bear the costs of returning the device if he does not collect the item himself or has it collected. These are to be paid before return to OKM GmbH. If a remuneration has been agreed for the preparation of the cost estimate, the costs of the return shipment shall be charged with the invoicing of this remuneration. Otherwise, the costs to be paid will be communicated to the customer separately, stating a payment deadline. If payment is not made in due time, the risk of damage or accidental loss of the goods shall pass to the customer.

IV. Payment

  1. Der Kaufpreis ist, vorbehaltlich einer abweichenden Vereinbarung, bei Bestellung sofort fällig und vor Lieferung zu zahlen. Die Vergütung von Reparaturen ist nach Fertigstellung und Rücksendung des Gerätes entsprechend der Angaben in der Rechnung zu zahlen. Die OKM GmbH ist berechtigt, vor Reparaturbeginn einen Vorschuss zu verlangen, der in der Höhe die kalkulierten Reparaturkosten nicht übersteigen darf. Eine Reparatur kann von der Zahlung eines Vorschusses abhängig gemacht werden.

    A deduction of discount is only permissible if this has been expressly agreed with OKM GmbH. We expressly reserve the right to agree other terms of payment.

  2. In the event of default in payment, interest of 5 percentage points above the base rate shall be payable on all amounts from the due date. If OKM GmbH proves a charge with a higher interest rate, the higher interest rate shall apply.
  3. If the contractual partner does not fulfil his payment obligations, is in default with his payments or if other circumstances become known which call the creditworthiness of the contractual partner into question, such as suspension of payments, insolvency proceedings, the initiation of compulsory execution measures, OKM GmbH has the right to terminate the order for extraordinary reasons. In this case, further deliveries/orders will only be executed against cash payment and advance payment. Any other securing of the customer’s payment obligations requires an express written agreement.
  4. Payment instructions, cheques and bills of exchange shall only be accepted after special agreement and only on account of payment. Collection and discount charges shall be borne by the contractual partner.
  5. The withholding of payments or offsetting due to any counterclaims of the contractual partner disputed by OKM GmbH and not legally established is not permitted.

V. Deliveries and delay in delivery

  1. Delivery dates or delivery periods shall only be binding if they have been confirmed in writing by OKM GmbH. As a rule, they begin with the conclusion of the contract. In the case of subsequent changes to the contract, the delivery date/period shall be redefined.
  2. The delivery period shall be extended in accordance with the duration of measures within the framework of industrial disputes, in particular strikes and lock-outs, as well as the occurrence of unforeseen events which lie outside the sphere of influence of OKM GmbH. This shall also apply if the circumstances occur at subcontractors.

    OKM GmbH shall not be responsible for the aforementioned circumstances even if they arise during an already existing delay. OKM GmbH shall inform the contractual partner as soon as possible of the beginning and end of such hindrances in important cases.

  3. If OKM GmbH is in default with its deliveries or services, the contractual partner must set a reasonable period of grace (but at least 2 weeks). After expiry of this period, the contractual partner may withdraw from the contract. He can only demand compensation for the damage caused by default if OKM GmbH is guilty of intent or gross negligence. The same applies to the claim for damages instead of performance.
  4. Withdrawal is excluded if the contractual partner is solely or predominantly responsible for the circumstance which would entitle him to withdraw or if the circumstance for which OKM GmbH is not responsible occurs at a time at which the contractual partner is in default of acceptance.

VI. Transfer of risk and shipping

  1. The risk is transferred to the contractual partner when the goods are handed over, this also applies if partial deliveries are made or further services such as installation etc. are owed by OKM GmbH.
  2. If the dispatch of deliveries has been agreed, OKM GmbH is permitted to commission a forwarding agent with the dispatch. The costs of the dispatch are in any case borne by the contractual partner.

VII. Retention of title

  1. The delivered goods shall remain the property of the aforementioned company until all claims of OKM GmbH against the contractual partner arising from the existing business relationship have been satisfied, even if payments are made for specially designated claims.

    OKM GmbH commits itself to release the securities to which it is entitled at the request of the contractual partner to the extent that the total value of the securities exceeds the claim to be secured by 20%, insofar as this has not yet been settled.

  2. The contractual partner has the obligation to keep the delivered goods in proper condition for the duration of the retention of title. In the event of seizures or other interventions by third parties, he must inform OKM GmbH immediately in writing.
  3. The contractual partner commits to provide OKM with the information required to assert OKM GmbH’s rights arising from the reservation of title and to hand over all necessary documents without delay, i.e. at the latest within 3 days of the request to do so.
  4. Any sale or processing (conversion and/or combination with other items as well as installation in other items) of the delivered goods covered by the retention of title is not permitted. With regard to the consequences, the provisions of Clause VIII. Section 4 b) of these General Terms and Conditions.

VIII. Warranty (for Consumers)

  1. On the goods or other services delivered by OKM GmbH 2 year warranty is given for new goods and 1 year warranty is given for used goods or repair services.
  2. If the contractual partner discovers defects, he must assert these and must make the rejected goods available to OKM GmbH for inspection.
  3. The contractual partner is entitled to the delivery of a defect-free item or, in the case of a repair order, to a defect-free repair. If the delivered item is defective or if the repair has not been carried out properly, OKM GmbH shall initially have the right to rectify the defect.

    In cases where the error cannot be eliminated, further attempts at elimination are unreasonable or the elimination of the error has failed completely, the warranty shall be governed by the statutory provisions.

    Further disposal attempts are unreasonable if two such attempts have failed. In this case, the error correction is considered to have failed.

  4. The warranty obligation lapses completely if the error is causally related to the fact that
    1. the goods have been improperly handled or overstressed
    2. the delivered goods have been opened, converted or otherwise incorporated into items without a contractual agreement having been made with OKM GmbH for this purpose.
  5. All claims based on defects shall become statute-barred upon expiration of the warranty periods specified in Section 1.

    For defects asserted within the warranty period, but not eliminated, the warranty will be extended until the defect has been eliminated. As long as the limitation period – related to this error – is inhibited. The hindrance ends 3 months after OKM GmbH has declared that the fault has been rectified or that a fault has not existed; at the earliest, however, with the expiry of the warranty periods mentioned in section 1. The relevant date shall be the date of dispatch of the aforementioned declaration.

  6. In the case of new deliveries of goods, the periods stated in paragraph 1 shall begin to run anew. In the case of only a partial new delivery, however, this shall only apply to that part of the goods which has actually been redelivered.

IX. Liability

  1. The OKM GmbH is liable according to the legal regulations for damages – for whatever legal reason – if it, its legal representative or vicarious agent has culpably caused.
  2. The rights of the contractual partner from warranty according to section VIII. remain unaffected.
  3. The claims due to delay in delivery are conclusively regulated in Section V.
  4. The contractual partner is obliged to inform OKM GmbH in writing about damages and losses immediately, as far as there is the possibility that OKM GmbH has to pay for the damages or losses.
  5. A liability of the legal representative, of vicarious agents or employees of OKM GmbH is excluded, except in cases of intent and gross negligence, vis-à-vis the contractual partner.

X. Copyrights and Industrial Property Rights, Secrecy

  1. The client is obliged to keep confidential for an indefinite period all information which becomes accessible in connection with the business relationship – irrespective of the conclusion of a contract – and which is designated as contractual or is recognisable as a business or trade secret under other circumstances, and to neither record nor pass it on nor exploit it – insofar as this is not necessary to achieve the purpose of the contract. Publications as well as verbal, pictorial and written representations are only permitted with the prior written consent and authorisation of OKM GmbH.

    If the goods are passed on, the contractual partner shall also ensure that the above obligations are met by the third party (in particular the third party buyer or new owner or owner).

  2. The contractual partner is prohibited from opening the delivered goods without authorization. He is also prohibited from reproducing, copying or modifying the hardware and software supplied. The foregoing shall apply mutatis mutandis to protection against unauthorized access by third parties to the hardware and software as well as the documentation and manuals.

    Copyright notices, serial numbers and other identifying features may under no circumstances be removed or altered.

XI. Contractual Penalty

  1. For each case of violation of the obligations in paragraph X. 1-2 of these Terms and Conditions, an immediately due contractual penalty is forfeited. The amount depends on the type and scope of the infringement.
  2. In cases of breach of the obligations arising from Section X. 1-2 of these General Terms and Conditions, this shall amount to 10% of the total order volume of the order to which the breach relates for each breach of contract – unless otherwise agreed below – as a minimum damage without proof. In cases of continuation of the relationship, the foregoing shall apply accordingly.
  3. A contractual penalty does not exclude the asserting of payment of damages. It is to be set off however against a corresponding requirement. A fixed contractual penalty is to be paid within 10 days. Decisive for the period beginning is the sending date of the fixing. The contractual partner shall be in default of payment upon expiry of the deadline. In this case, IV. 2. of these General Terms and Conditions applies accordingly.
  4. In the event of breaches of the obligations under Section X.2 sentence 2 of these General Terms and Conditions, the contractual penalty shall amount to 10 % of the average annual turnover (starting point: net annual turnover as per final or, in the event of failure to prepare provisional annual balance sheets for the previous year) in the sales area (country in which the buyer has his regular place of residence or business; example: Oregon = United States of America) as the minimum loss without proof.

XII. Final Clauses

  1. The application of the UN Sales Convention of 11.04.1980, valid from 01.01.1991, is expressly excluded.
  2. Insofar as mandatory statutory regulations do not expressly contradict this, the law of the Federal Republic of Germany shall apply exclusively.

XIII Severability Clause

  1. Should one or more of these general terms and conditions be invalid or incomplete, the validity of the remaining provisions shall not be affected. In such a case, the contracting parties undertake to jointly agree on a replacement provision which corresponds economically to the invalid contractual provision.