GTC

§ 1 Scope

(1) These General Terms and Conditions (GTC) apply to all contracts of Hebatronic GmbH, Kaiser-Joseph-Straße 254, 79098 Freiburg im Breisgau, Commercial Register B of the Local Court of Freiburg, HRB 733267 (hereinafter referred to as the Supplier) for the purchase of electronic components, in particular circuit boards, which are concluded between the Provider and the Customer. These GTC apply to the purchase of all hardware products of the Provider.

(2) The Provider delivers exclusively to customers who are entrepreneurs within the meaning of § 14 BGB (German Civil Code).

(3) Deviating, conflicting, or supplementary GTC of the Customer shall not become part of the contract unless their validity is expressly agreed in writing.

§ 2 Subject matter of the contract

(1) The customer purchases the circuit boards (hardware) specified in the order from the supplier. In the case of the product “Mini-ISELED uino,” delivery includes the necessary firmware (hereinafter also referred to collectively as “products”). The firmware is installed on the circuit boards in executable form (object code). Source codes are not included in the delivery. The offer or order forms are an integral part of the contract.

(2) For the hardware, the customer shall receive the documentation provided by the manufacturer. (see link here)

(3) The customer shall receive the simple (non-exclusive) right to use the operating firmware installed on the hardware permanently as part of the purchased circuit boards.

(4) Installation, setup, or ensuring technical operational readiness are not covered by this contract. They can be provided by the provider upon request, but are subject to a separate agreement. At the customer’s request, a separate agreement may be concluded for additional services provided by the supplier (consulting, instruction, training).

(5) The customer shall only acquire ownership of the hardware and documentation upon full payment of the invoiced remuneration (retention of title). The customer acquires the right to use the firmware on a permanent basis in return for a one-time payment after the purchase price has been paid.

§ 3 Delivery, force majeure, transfer of risk

(1) Delivery shall be made free of charge to the domestic address specified in the order. Deliveries abroad shall be made by separate agreement.

(2) Upon handover of the products to the carrier designated by the Provider, the risk of accidental loss or deterioration of the products shall pass to the Customer. At the Customer’s written request, the Provider shall take out appropriate freight insurance at the Customer’s expense.

(3) If, despite exercising reasonable care, the supplier is prevented from fulfilling its obligations due to force majeure, in particular due to the occurrence of unforeseeable, extraordinary circumstances (e.g., energy supply difficulties, strikes or lockouts, operational disruptions), the delivery period shall be extended by a reasonable amount. If delivery and performance become impossible for the Supplier in such cases, the Supplier shall be released from its contractual obligations.

§ 4 Obligations of the Customer

(1) The Customer shall ensure that the hardware can be delivered properly at the agreed delivery time.

(2) The Customer shall put the contractual hardware into operation and configure it upon receipt. It is the customer’s responsibility to ensure that the necessary system environment is available for this purpose.

(3) The customer is obliged to check the contractual hardware/contractual products immediately upon delivery to ensure that they are in proper working order and complete (including the documentation). The customer shall notify the provider of any defects immediately, if possible in writing and, if reasonable, in a form that is comprehensible to the provider (duty to inspect and give notice of defects). In the event of defects that only become apparent later, § 6 (3) and (4) shall apply. In the event of a breach of the obligation to inspect and give notice of defects, the delivery shall be deemed approved with regard to the corresponding defect.

(4) In the event of any complaints by the customer, the customer shall enable and grant the provider and its personnel access to the premises for inspection and rectification, as well as any necessary transport.

§ 5 Prices and terms of payment

(1) All prices are net prices and do not include statutory value added tax.

(2) Payments are due within 8 days of the invoice date without deduction, unless otherwise agreed between the parties. The customer shall be in default without further notice from the supplier upon expiry of this period.

(3) In the event of default in payment, the supplier shall be entitled to charge default interest at a rate of 8 percentage points above the respective base interest rate. The supplier reserves the right to assert further claims for damages.

(4) The destruction of the subject matter of the contract after the transfer of risk to the customer for reasons for which the provider is not responsible shall not affect the customer’s payment obligation.

§ 6 Material defects and defects of title

(1) A material defect shall be deemed to exist if the subject matter of the contract does not have the quality specified in § 2 or is not suitable for the contractually agreed use. The manufacturer is entitled to copyrights to the firmware as a third party. A defect in title shall be deemed to exist if the rights required for the contractual use could not be effectively granted to the customer.

(2) The customer shall have no claims for defects if he has

• modified the products or
• had them modified by third parties or
• used them with products other than those supplied, unless the customer proves that the material defect already existed at the time of delivery. If the provider’s analysis and processing costs increase significantly in such cases, the customer shall reimburse the provider for the additional costs incurred.

(3) Claims for defects in the products (including documentation) shall become statute-barred one year after delivery, unless they relate to injury to life, limb, or health, or to intent or gross negligence.

(4) Any defects that become known or occur must be reported by the customer in writing as soon as possible after discovery. The defects should be documented by the buyer to the supplier in as comprehensible a manner as possible.

(5) In the event of a defect being reported by the buyer, the supplier shall remedy the defect free of charge within a reasonable period of time in accordance with the following provisions.

The remedy may be effected, at the supplier’s discretion, either by repair or replacement.

The customer is entitled to demand a specific type of subsequent performance if the other form of subsequent performance is unreasonable for them. Insofar as the rights of third parties are infringed, the provider may, at its own discretion, remedy the defect by acquiring a right of use sufficient for the purposes of this contract on behalf of the customer, or by modifying the firmware infringing the property rights without or only with acceptable effects on its function for the customer, or by replacing the firmware infringing the property rights with firmware that does not infringe any property rights when used in accordance with the contract, or by supplying a new program version that does not infringe any property rights of third parties when used in accordance with the contract or deliver a new program version whose contractual use does not infringe any third-party property rights.

The Provider may also remedy the defects by providing the Customer with instructions by telephone, in writing, or electronically.

The Provider shall bear the expenses necessary for the purpose of subsequent performance, including transport, travel, labor, and material costs.

Any additional expenses incurred by the Provider as a result of the Customer moving the products to a location other than the Customer’s registered office specified above shall be borne by the Customer.

If it turns out that the complaint was unjustified, the provider may demand reimbursement of the expenses incurred by it, provided that the customer has acted at least negligently.

(6) If the subsequent performance fails and the customer has set a reasonable deadline that allows at least two attempts at rectification, the customer may, at his discretion, withdraw from the contract or reduce the transfer fee. Subsequent performance shall not be deemed to have failed definitively after the second unsuccessful attempt at rectification; rather, the provider shall be free to make further attempts at subsequent performance during the period set by the customer, insofar as this is reasonable for the customer.

(7) The setting of a deadline by the customer is not required if this is no longer reasonable for the customer, in particular if the provider has definitively and seriously refused subsequent performance.

(8) In addition, if the provider is at fault, the customer may claim damages in lieu of performance or reimbursement of expenses.

(9) The right to withdraw from the contract and the claim for damages in lieu of the entire performance shall only exist in the event of significant defects.

(10) In the event of justified withdrawal by the customer, the provider is entitled to demand reasonable compensation for the use of the products by the customer until the reversal of the transaction.

(11) If the provider has fraudulently concealed a defect, the statutory provisions on material defects and defects of title and their limitation period remain unaffected.

§ 7 Compensation

(1) The provider is liable for compensation on any legal grounds in accordance with these provisions:

(2) The provider’s liability for damage caused intentionally or through gross negligence by the provider or one of its vicarious agents or legal representatives is unlimited.

(3) In the event of damage resulting from injury to life, limb, or health, liability shall also be unlimited in the event of simple negligence on the part of the provider or its legal representative or vicarious agent.

(4) Liability under the Product Liability Act shall remain unaffected.

(5) In the event of a breach of essential contractual obligations, the provider shall be liable, if none of the cases specified in clauses 2–5 apply, to an amount limited to the foreseeable damage typical for the contract.

(6) Any further liability for damages is excluded; in particular, liability without fault is excluded.

(7) If damage is attributable to both the provider and the customer, the customer must accept responsibility for their contributory negligence.

(8) If a third party takes action against the customer for a breach of rights, the customer shall, if possible, give the provider the opportunity to indemnify the customer, either through negotiations with the third party and/or by delivering a product that does not infringe the rights of the third party.

§ 8 Place of jurisdiction, set-off and rights of retention, exclusion of the UN Convention on Contracts for the International Sale of Goods, place of performance

(1) If the customer is a merchant or a legal entity under public law, the place of jurisdiction for all disputes arising from and in connection with this contract shall be the registered office of the provider.

(2) The customer may only offset claims of the provider with undisputed or legally established claims. The exercise of a right of retention that is not based on a right arising from this contractual relationship shall be ineffective.

(3) This contract is subject to German law. The UN Convention on Contracts for the International Sale of Goods is excluded.

(4) The place of performance for the Provider’s services is at its registered office.

§ 9 Completeness, written form

(1) All agreements between the parties are contained in this contract document. No further agreements exist.

(2) Amendments and supplements to this contract must be made in writing.