§ 1.     Scope of the General Terms and Conditions
Our General Terms and Conditions of Business shall apply exclusively; we shall not recognize any terms and conditions of the customer that conflict with or deviate from our General Terms and Conditions of Business unless we have expressly agreed to their validity in writing. Our General Terms and Conditions shall also apply if we carry out the delivery to the customer without reservation or provide services in the knowledge that the customer ‘s terms and conditions conflict with or deviate from our General Terms and Conditions. 

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§ 2.     Offer - Offer Documents 
2.1     If the order is to be qualified as an offer pursuant to § 145 BGB, we may accept it within two weeks. 
2.2     We reserve ownership rights and copyrights to illustrations, drawings, calculations and other documents. This shall also apply to such written documents which are designated as „confidential“.  The customer requires our express written consent before passing them on to third parties.
2.3     Our employees are not authorized to make verbal subsidiary agreements or to give verbal assurances which go beyond the contents of the written contract. 
2.4     A cost estimate obtained from us shall be subject to a charge if no order is placed. 

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§ 3.     Performance of Services 
3.1     The quality and scope of performance of the hardware and software as well as the approved operating environment shall be determined by the respective product description, supplemented by the operating instructions, unless otherwise agreed.
3.2     Hardware and software is supplied including installation instructions. Operating instructions (user documentation or online help) shall only be supplied insofar as they are necessary for the intended use. The operating instructions and the installation instructions can be made available to the customer electronically at our discretion unless this is unreasonable for the customer.
3.3     Hardware and software shall be installed and commissioned by the customer unless otherwise agreed. Our support services at the request of the customer shall be remunerated on a time and material basis, unless otherwise agreed.

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§ 4.     Prices – Terms of Payment 
4.1     The statutory value-added tax is not included in our prices; it will be shown separately in the invoice at the statutory rate on the day of invoicing. 
4.2     The deduction of a discount shall require a special written agreement. 
4.3     Unless otherwise stated in the order confirmation, the net purchase price (without deductions) is due for payment within 14 days of the invoice date. The statutory rules regarding the consequences of default in payment apply.
4.4     The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been acknowledged by us. In addition, he shall be entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship. 

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§ 5.     Transfer of Risk - Packaging Costs 
5.1     Unless otherwise stated in the order confirmation, delivery shall be made ex our registered office, excluding packaging; this shall be invoiced separately. 
5.2     Transport packaging and all other packaging in accordance with the Packaging Ordinance will not be taken back, with the exception of pallets. The customer is obliged to dispose of the packaging at his own expense. 
5.3     If the customer so desires, we shall cover the delivery with transport insurance; the customer shall bear the costs incurred in this respect. 

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§ 6.     Cooperation, Duties to Cooperate 
6.1     The customer is obliged to support us - as far as necessary - and to create all the necessary conditions for the proper execution of the order in his operational sphere. In particular, he will make the necessary information available and, if necessary, enable remote access to the customer system. The customer shall also ensure that competent personnel are available to support us.
6.2     The customer must immediately report defects in writing in a comprehensible and detailed form, stating all information useful for the detection and analysis of the defect. In particular, the work steps that led to the occurrence of the defect, the form of appearance and the effect of the defect must be specified.

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§ 7     Confidentiality 
7.1     The contracting partners shall be obliged to maintain secrecy regarding business and trade secrets as well as other information designated as confidential which becomes known in connection with the execution of the contract. Such information may only be disclosed to persons who are not involved in the conclusion, implementation, or execution of the contract with the written consent of the other contracting party. Unless otherwise agreed, this obligation shall end five years after the respective information has become known, but in the case of continuing obligations not before their termination.
7.2     The contractual partners shall also impose these obligations on their employees and any third parties used.

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§ 8.     Rights of use to Software and Protection against unauthorized use
8.1     The customer acknowledges that the software including the operating instructions and other documents - also in future versions - are protected by copyright. Source programs are our trade secrets. The customer shall take unlimited precautions to ensure that source programs do not become accessible to third parties without our consent. The transfer of source programs requires our consent, which may not be refused in breach of good faith. We shall only supply source programs based on an express agreement. 
8.2     Upon full payment of the remuneration owed, we grant the customer the right to use the agreed software to the extent specified in the contract. If the scope is not agreed in the contract, this is a simple, non-exclusive right of use for use in perpetuity. This entitles the customer only to use the software on one computer by one user at a time. The right of use only includes the use for internal purposes of the customer.
8.3     Extended use shall always be contractually agreed upon prior to its commencement. The remuneration shall be based on the scope of the right of use. 
8.4     The customer may transfer the right of use for each software to another user if the customer waives the right to use the software. 
8.5     The customer may only copy software to the extent that this is necessary for use in accordance with the contract. Copyright notices in the software may not be changed or deleted. 
8.6     We shall be entitled to take reasonable technical measures to protect the software from use not in accordance with the contract. The use of the software on a fallback or successor configuration may not be significantly impaired by this. 
8.7     Ownership of duplicates provided shall be reserved until the remuneration owed has been paid in full. Insofar as individual rights of use are granted beforehand, these are always only provisional and freely revocable by us.
8.8     We may revoke the customer‘s right of use if the customer not inconsiderably violates restrictions on use or other regulations to protect against unauthorized use. We shall set the customer a grace period for remedial action beforehand. In the event of repetition and in the event of special circumstances which, after weighing the interests of both parties, justify immediate revocation, we may issue the revocation without setting a deadline. The customer shall confirm to us in writing the discontinuation of use after revocation.

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§ 9.     Disruptions in service delivery
9.1     If a cause for which we are not responsible, including strike or lockout, impairs compliance with deadlines („disruption“), the deadlines shall be postponed by the duration of the disruption, if necessary, including an appropriate restart phase. A contractual partner shall immediately inform the other contractual partner of the cause of a disruption occurring in its area and the duration of the postponement.
9.2     If the expenditure increases due to a malfunction, we can also demand payment for the additional expenditure, unless the customer is not responsible for the malfunction and its cause lies outside his area of responsibility.
9.3     If the customer is entitled to withdraw from the contract due to improper performance on our part and/or to claim damages in lieu of performance or claims such, the customer shall, at our request, declare in writing within a reasonable period of time whether it asserts these rights or wishes to continue to receive performance. In the event of withdrawal, the customer shall reimburse us for the value of previously existing possibilities of use. The same shall apply to deterioration due to use for the intended purpose.

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§ 10     Defects and reimbursement of expenses
10.1    There shall be no claims for material defects for an only insignificant deviation of our services from the contractual quality.
10.2    Claims for defects shall also not exist in the event of excessive or improper use, natural wear and tear, failure of components of the system environment, software errors that cannot be reproduced or otherwise proven by the customer, or in the event of damage that occurs due to special external influences that are not assumed under the contract. This shall also apply in the event of subsequent modification or repair by the customer or third parties unless this does not impede the analysis and elimination of a material defect. Clause 11 shall apply additionally to claims for damages and reimbursement of expenses.
10.3    If the customer is entitled to claims for defects, he shall initially only have the right to subsequent performance within a reasonable period. Subsequent performance shall include, at our option, either rectification of the defect or delivery of a replacement. The interests of the customer shall be given due consideration in the choice. If the subsequent performance fails or cannot be carried out for other reasons, the customer shall be entitled to the statutory claims. With regard to damages or reimbursement of expenses, Clause 11 shall apply.
10.4    Claims due to a material defect shall become statute-barred within one year from the statutory commencement of the limitation period. The statutory periods for the right of recourse according to § 478 BGB remain unaffected. The same shall apply insofar as longer periods are prescribed by law in accordance with Section 438 (1) No. 2 of the German Civil Code (buildings and items for buildings), in the event of a willful or grossly negligent breach of duty on our part, in the event of fraudulent concealment of a defect and in cases of injury to life, limb or health. The processing of a notice of material defect by the customer by us shall lead to the suspension of the statute of limitations insofar as the legal prerequisites for this exist. This shall not result in a new start of the limitation period.
10.5    We may demand compensation for our expenses insofar as
        a) we take action as a result of a report without there being a defect, unless the customer could not with reasonable effort have discovered that there was no defect, or 
        b) a reported malfunction is not reproducible or otherwise provable by the customer as a defect, or
        c) additional expenses are incurred due to improper fulfillment of the customer‘s obligations.

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§ 11.     General Liability - Loss of Data
11.1 We always liable to the customer
        a)     for damages caused by us as well as our legal representatives or vicarious agents intentionally or by gross negligence, 
        b) according to the product liability law, and
        c)     for damages resulting from injury to life, body or health for which we, our legal representatives or vicarious agents are responsible.
11.2    We shall not otherwise be liable in the event of slight negligence, except insofar as a material contractual obligation has been breached. In the case of damage to property and financial loss, this liability is limited to the foreseeable damage typical of the contract. This also applies to lost profit and lost savings. Liability for other, remote consequential damages is excluded.
11.3    The customer is aware that he must make a regular, complete data backup of his data. In the event of loss of data, we shall therefore only be liable for the expenditure required to restore the data if the customer has properly backed up the data. In the event of slight negligence, this liability shall only apply if the customer has carried out a proper data backup immediately before the action leading to the loss of data.

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§ 12.     Reservation of Ownership
12.1    We retain title to the object of sale until receipt of all payments arising from the business relationship with the purchaser. In the event of any breach of contract by the customer, in particular in the event of default in payment, we shall be entitled to exercise our statutory rights and to take back the object of sale. After taking back the object of sale, we shall be entitled to realize it; the realization proceeds shall be credited against the customer‘s liabilities - less reasonable realization costs.
12.2    In the event of seizures or other interventions by third parties, the purchaser must notify us immediately in writing so that we can take legal action in accordance with § 771 of the German Code of Civil Procedure (ZPO). Insofar as the third party is not in a position to reimburse us for the judicial and extrajudicial costs of such an action, the customer shall be liable for the loss incurred.
12.3    The customer shall be entitled to resell the object of sale in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (including VAT) accruing to him from the resale against his customers or third parties, irrespective of whether the object of sale has been resold without or after processing. The customer shall remain authorized to collect this claim even after the assignment. Our authority to collect the claim ourselves shall remain unaffected. However, we undertake not to collect the claim as long as the customer meets his payment obligations from the proceeds collected, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or payments have not been suspended. If this is the case, however, we may demand that the customer inform us of the assigned claims and their debtors, provide all information necessary for collection and hand over the relevant documents.
12.4    The processing or transformation of the object of sale by the customer shall always be carried out for us. If the object of sale is processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the value of the object of sale to the other processed objects at the time of processing. In all other respects, the same shall apply to the item created by processing as to the purchased item delivered subject to reservation of title.
12.5 We undertake to release the securities to which we are entitled at the request of the customer to the extent that the value of our securities exceeds the claims to be secured by more than 20%; the selection of the securities to be released shall be incumbent upon us.

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§ 13.     Written Form 
The contract and its amendments as well as all declarations, notification and documentation obligations relevant to the contract must be in writing.

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§ 14     Jurisdiction - Applicable law - Place of Performance
14.1    If the customer is a merchant, the place of jurisdiction shall be the court having local and subject-matter jurisdiction for our registered office; however, we shall also be entitled to sue the customer at the court having jurisdiction for his place of residence.
14.2    The law of the Federal Republic of Germany shall apply. 
14.3    Unless otherwise stated in the order confirmation, our place of business shall be the place of performance.

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§ 15 Supplementary Regulations for Services
15.1 Performance of the Service 
        1.    The place of performance shall be our place of business, unless otherwise agreed.
        2.    Our employees involved in the performance of the service are selected by us. The customer has no right to the performance of services by certain employees.
        3.    We determine the manner in which the service is provided. 
        4.    The customer is not authorized to issue instructions to our employees involved in the provision of services.
        5.    If we have to present the results of the service in writing, only the written presentation shall be authoritative.
15.2 Rights to the embodied Results of Services
        1.    We grant the customer the non-exclusive and non-transferable right to use the embodied service results provided under the contract in Germany, insofar as these results from the purpose and area of use of the contract.
        2.    For the rest, all rights remain with us.
        3.    We may revoke the customer‘s right of use if the customer not inconsiderably violates restrictions on use or other regulations to protect against unauthorized use. We shall set the customer a grace period for remedial action beforehand. In the event of repetition and in the event of special circumstances which, after weighing the interests of both parties, justify immediate revocation, we may also issue the revocation without setting a deadline.
15.3    Cooperation of the Customer 
        1.    The customer shall ensure that it provides us with the documents, information and data required for the provision of the service completely, correctly, in good time and free of charge, unless we are obliged to do so. In addition,the customer shall ensure that they are kept up to date. We may assume the completeness and correctness of these documents, information and data, except insofar as these are obviously recognizably incomplete or incorrect for us.
        2. The customer and we shall each appoint a responsible contact person. Unless otherwise agreed, communication between us and the customer shall take place via these contact persons. The contact persons shall take all  decisions relating to the performance of the contract without delay. The decisions shall be documented in a binding manner.
        3. If it is agreed in the contract that services can be performed on site at the customer‘s premises, the customer shall provide sufficient workplaces and work equipment free of charge at our request.
15.4    Payment
        1. Unless otherwise agreed, payment according to time and material agreed in the contract shall be the payment for the time spent on the contractual services. The cost of materials shall be paid separately. Waiting times for which the customer is responsible shall be paid as working times.
        2.    We shall issue invoices monthly in arrears, unless otherwise agreed. Payment on a time and material basis shall be due upon receipt of an auditable invoice and proof of performance, unless a special form of proof of performance has been agreed. The performance record shall also be deemed approved if and to the extent that the customer does not raise detailed objections within 14 calendar days of receipt.
        3.    Travel time, travel expenses and incidental expenses as well as other expenses shall be reimbursed in an appropriate amount, at least according to the flat tax rates. Travel time is considered working time.
15.5    Term 
        1.    If the contract is concluded for an indefinite period, it may be terminated in writing with one month‘s notice to the end of the month. This termination is possible for the first time at the end of the calendar year following the conclusion of the contract. An agreed minimum term remains unaffected by this right of termination.      

        2.    Withdrawal from the contract is excluded. However, the contract may be terminated by both us and the customer without notice for good cause.
        3. Declarations of termination are only effective in writing.
15.6    Performance Fault
        1. If the service is not provided in accordance with the contract or is provided incorrectly and we are responsible for this, we are obliged to provide the service in accordance with the contract within a reasonable period of time without additional costs for the customer. The prerequisite is a complaint by the customer, which must be made immediately, at the latest within one week after knowledge. If the contractual provision of the service is not successful in essential parts for reasons for which we are responsible, even within a reasonable grace period to be expressly set by the customer, the customer shall be entitled to terminate the contract without notice.
        2.    In this case, we shall be entitled to remuneration for the services rendered on the basis of the contract until the termination takes effect. Remuneration shall only be waived for those services for which the customer proves  within four weeks of the declaration of termination that they are not usable and of no interest to him.
        3.    The right to extraordinary termination for good cause remains unaffected. We shall be entitled to remuneration for the services rendered on the basis of the contract until the termination takes effect.
        4.    Any further claims of the customer due to performance failures are excluded. This exclusion shall not apply in the event of intent or gross negligence or in the event of injury to life, limb or health.