General terms and conditions of CX9 GmbH

1. Basis of Contract

1. The following licensing, delivery and payment conditions shall form an integral part of the contractual agreement. Subsidiary agreements or conditions that deviate from those described here require written approval. Our offers are subject to change. The respective contract only comes into effect after our confirmation in accordance with these conditions.
2. If a contract is concluded via a leasing company then it is only our general terms and conditions that apply with respect to both the relationship with the leasing company and the legal relationship between us and the customer. If the general terms and conditions of the customer or the financing leasing company deviate from our own, then it is exclusively our general terms and conditions that apply.
3. If individual provisions of these general terms and conditions are non-applicable, the validity of the other provisions shall remain unaffected.

2. Delivery, Delivery Delays and Installation

1. Partial deliveries are possible.
2. Unforeseen circumstances such as force majeure, civil unrest, strikes, lockouts and major disruptions to operations for which we are not responsible shall extend the agreed periods and deadlines for the period of the disturbance of operations caused by these circumstances.
3. If the agreed delivery date is exceeded by more than six (6) weeks, the customer has the right to set, in writing, an appropriate grace period with the stipulation that he or she will reject the delivery if the grace period expires. If the grace period expires without delivery, the customer is entitled, by means of a written declaration, to rescind the contract, in full or in part with respect to the parts of the contract that have not yet been performed. Further claims on the part of the customer in the case of delays or impossibility of performance are excluded. This shall not apply if liability is mandatory in cases of intentional or grossly negligent conduct.
4. Installation of software programs is performed upon request and is billed according to the time required.

3. Due Dates for Payments

1. Unless otherwise expressly agreed, payment shall be made net at the time of delivery.
2. If there is a delay in payment on the part of the ordering party, then interest on arrears shall be charged at a rate of 5% above the applicable discount rate of the Deutsche Bundesbank. If delays occur with respect to payment of an installment, the entirety of the remaining debt will be due immediately. Checks or bills of exchange are only accepted as a conditional undertaking to pay. Bill of exchange charges shall be paid by the ordering party.

4. Reservation of Proprietary Rights

1. Right of ownership for the delivered goods remains with the seller until final payment of the full purchase price. The customer is not entitled to sell or pledge the delivered goods until the final payment. In the event of seizure of goods by a third party, we and, if applicable, the leasing company, must be informed immediately.
2. If the customer breaches the preceding terms, including in the event of delayed payments of any kind, we are entitled to demand the return of the delivered goods from the ordering party. The re-seizure of the delivered goods on the basis of the reservation of proprietary rights does not constitute a revocation of the contract.
3. The customer is obligated to hold the delivered goods that are subject to the reservation of proprietary rights such that they are safe from fire, theft and other forms of damage, and must do so at his or her own expense, while providing us with evidence of this fact upon request.

5. Installation

1. Costs for transport and transport insurance are borne by the ordering party.
2. Installation of the delivered goods is performed upon request and is billed according to the time required.
3. Pursuant to a separate agreement, we will set up and connect the purchased product and provide the customer with evidence, by means of running a standard installation test, that the purchased product is free from defects. Setup and connection are deemed to have been concluded when the standard installation test has been completed successfully.

6. Warranty

1. Warranty and correction of faults are performed in accordance with the applicable legal provisions. The fulfillment of guarantee claims does not extend the warranty period. Additional claims are excluded, particularly claims for the compensation of damages that are not damages to the purchased product itself, i.e. loss of recorded data.
2. Warranty claims are non-applicable if the customer allows a third party to perform repairs, modifications, changes or other interventions with respect to the purchased product or if the customer hands the purchased product over to a third party without authorization. A guarantee is also non-applicable in the case of damages or malfunctions that are caused by improper handling, excessive loading, insufficient maintenance, use of accessories sourced from third parties, abnormal operating conditions, multiple shift operation or transport damage.

7. Liability, Statute of Limitations

1. We only accept liability within the scope of this contract. This is particularly applicable to claims resulting from fault in conclusion of a contract, from positive violation of contractual duty and advisory services or other support services provided by us, unless there is mandatory liability in cases of intent, gross negligence, or the absence of guaranteed characteristics. However, the customer agrees that because of the special nature of the purchased product any potential liability is restricted to the price of the purchased product. These claims expire by limitation within the legally stipulated period.
2. The customer is responsible for the updating and safeguarding of his or her data inventories. If employees of CX9 Systems GmbH perform tasks on the hardware and software products listed in the contract it is assumed that safeguarding of data inventories and programs is in place and up-to-date.

8. Offsetting and Right to Refuse Performance

The customer is not entitled to offset our claims unless his or her challenge is uncontested or recognized by declaratory legal judgment. The customer does not have a right to refuse performance, nor a right of retention.

9. Software, Services

Separate contracts will be concluded for the delivery of software, program modifications and other services.

10. Court of Jurisdiction

The court of jurisdiction for both parties is Minden (North Rhine-Westphalia).