1. General
1.1 Scope: These Terms and Conditions are intended for use in business transactions with entrepreneurs and legal entities only.
1.1 Scope: These Terms and Conditions are intended for use in business transactions with entrepreneurs and legal entities only.
1.2 Conflicting Terms, Written Form, Side Agreements: These Terms and Conditions apply to the contract; other terms and conditions do not become part of the contract, even if we do not expressly object to them. The customer may only invoke side agreements before and upon conclusion of the contract if they are confirmed promptly in writing.
1.3 Subject to change, data collection: Our offers are subject to change without notice; we reserve the right to make technical improvements to our products. We may store data essential for contract processing on electronic data processing systems.
1.4 Offsetting, retention: Offsetting or retention by the customer is only permitted with undisputed or legally established counterclaims.
1.5 Place of performance, jurisdiction, choice of law: The place of performance is our factory in Weil am Rhein, Germany. The place of jurisdiction is, at our discretion, Leonberg or the court responsible for the customer's registered office. German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
2. Delivery, shipping costs, risk
2.1 Partial deliveries/services are permissible and billable.
2.1 Partial deliveries/services are permissible and billable.
2.2 The risk shall pass to the customer when the goods leave our factory, even if we undertake shipping, export or installation.
2.3 The customer shall bear the costs of transport, packaging and insurance.
3. Delivery deadlines, delays, damages caused by delays
3.1 Delivery periods are ex works. They only begin after clarification of any technical issues outstanding at the time of contract conclusion, after receipt of documents to be provided by the customer, such as drawings and approvals, and/or after advance payments and production releases. Correct and timely delivery to us remains subject to availability. We will notify the customer immediately of the unavailability of the delivery item.
3.2 Force majeure, as well as strikes, lockouts, operational disruptions, customs inspections, supply shortages, and/or delayed or non-delivered deliveries by sub-suppliers for which we are not responsible, shall extend the delivery deadlines by the amount of the delay caused. The same applies to additional or modified services requested by the customer.
3.3 In any event, our delay in delivery shall require a reminder from the customer with a reasonable grace period.
3.4 In the event of damages due to delay, we limit our liability for damages in addition to performance to 5% and for damages instead of performance to 10% of the value of our delivery/service. This limitation does not apply in cases of intent, gross negligence, and/or injury to life, limb, or health.
4. Prices, payment terms, security deposit
4.1 Our prices are exclusive of statutory VAT and are ex works. If more than four months elapse between conclusion of contract and delivery, we may, at our reasonable discretion, demand a reasonable price increase corresponding to our cost increase up to delivery, in accordance with Section 315 of the German Civil Code (BGB).
4.2 Invoices are due for immediate payment without deduction, unless otherwise agreed in writing. We accept bills of exchange and checks only as payment on account of performance and at the customer's expense.
4.3 In case of late payment and/or reasonable doubts as to the creditworthiness of the customer, we may make each individual delivery dependent on advance payment or a security deposit in the amount of the invoiced amount.
4.4 GEMA Fees: Our prices include the GEMA fee of €0.30 per USB stick. Our international prices apply to domestic and international orders with delivery abroad. The customer must notify us of intended delivery abroad when placing the order. The international prices will then be confirmed in our order confirmation. Reimbursement for (partial) deliveries abroad notified later is excluded. Any fees or country-specific taxes incurred abroad are the responsibility of the customer.
5. Retention of title, advance assignment
5.1 The delivered goods remain our property until they have been fully and unconditionally paid for. If we have further claims against the customer, the retention of title shall remain in effect until these claims have been settled.
5.1 The delivered goods remain our property until they have been fully and unconditionally paid for. If we have further claims against the customer, the retention of title shall remain in effect until these claims have been settled.
5.2 The customer may resell goods subject to retention of title – in the ordinary course of business – only if he has not assigned, pledged or otherwise encumbered his claims arising from the resale.
5.3 The customer may not combine the reserved goods with other items to which third-party rights exist. If the reserved goods nevertheless become part of a new (complete) item through combination with other items, we shall immediately become a proportional co-owner of this item, even if it is considered the main item. Our co-ownership share shall be based on the ratio of the invoice value of the reserved goods to the value of the new item at the time of combination.
5.4 The customer assigns to us in advance, as security, any claims against its buyers arising from the sale of reserved goods (Section 5.1) and/or newly created items (Section 5.3) up to the amount of our invoice for the reserved goods. As long as the customer does not default on payment for the reserved goods, the customer may collect the assigned claims in the ordinary course of business. However, the customer may only use the pro rata proceeds to pay for the reserved goods to us.
5.5 At the customer’s request, we will release securities of our choice if and to the extent that the nominal value of the securities exceeds 120% of the nominal value of our outstanding claims against the customer.
5.6 In the event of default, we are entitled to withdraw from the contract and/or, even without withdrawal, to demand the return of any reserved goods still held by the customer and to collect the assigned claims ourselves. To determine our rights, we may have all documents/books of the customer relating to our reserved rights inspected by a person bound to professional secrecy.
6. Claims for defects and compensation
6.1 We are liable for the fact that our delivered goods are free of defects at the time of transfer of risk. However, minor deviations from the agreed quality or minor impairments of usability are irrelevant. The agreed quality, durability, and use of our delivered goods are based exclusively on the specifications, product descriptions, and/or operating instructions agreed in writing. Any additional information, particularly in preliminary discussions, advertising, and/or referenced industrial standards, will only become part of the contract if expressly included in writing. If the customer intends to use the delivered goods for purposes other than those agreed upon, they must carefully check their suitability and/or admissibility at their own responsibility. We exclude liability for any usability not expressly confirmed by us in writing.
6.1 We are liable for the fact that our delivered goods are free of defects at the time of transfer of risk. However, minor deviations from the agreed quality or minor impairments of usability are irrelevant. The agreed quality, durability, and use of our delivered goods are based exclusively on the specifications, product descriptions, and/or operating instructions agreed in writing. Any additional information, particularly in preliminary discussions, advertising, and/or referenced industrial standards, will only become part of the contract if expressly included in writing. If the customer intends to use the delivered goods for purposes other than those agreed upon, they must carefully check their suitability and/or admissibility at their own responsibility. We exclude liability for any usability not expressly confirmed by us in writing.
6.2 Subsequent performance shall, at our discretion, be either the rectification of defects or the delivery of defect-free goods. If subsequent performance is refused, impossible, or fails, the customer shall have the right to reduce the price or, at his discretion, withdraw from the contract. The customer shall bear any increased expenses for subsequent performance that arise because the delivered goods were transported to a location other than the agreed place of performance after delivery.
6.3 The customer must carefully inspect the delivered goods immediately upon receipt – including for product safety – and report any obvious defects in writing without delay, and any hidden defects immediately upon discovery. The customer must immediately report any transport damage to the carrier. Failure to comply with the inspection and notification obligation excludes any claims for defects by the customer. This also applies to recourse claims pursuant to Section 478 of the German Civil Code (BGB).
6.4 Furthermore, we are not liable for the consequences of improper handling, use, maintenance, and operation of the delivered goods by the customer or their agents, nor for normal wear and tear. This applies in particular to the consequences of chemical, electrochemical, or electrical influences, as well as violations of our operating instructions.
6.5 Our liability for slight negligence is limited to claims for injury to life, limb, or health, to claims under the Product Liability Act, and to claims arising from the culpable breach of essential contractual obligations that jeopardize the purpose of the contract. Otherwise, our liability for slightly negligent breach of essential contractual obligations is limited to the damage typically foreseeable by us at the time of conclusion of the contract.
6.6 Claims for defects against us expire within one year after delivery of the goods to the customer. The same applies to claims for damages, regardless of the legal basis. The limitation of the limitation period does not apply to claims based on fraudulent concealment of a defect, to claims under the Product Liability Act, to damages resulting from injury to life, body, or health, or to other damages based on intent or gross negligence. If our delivery goods are delivered as new goods to a private end consumer in the supply chain, the statutory limitation period pursuant to Section 479 of the German Civil Code (BGB) applies to recourse claims.
6.7 If, during our investigation of a defect reported by the customer or during our rectification work, it becomes apparent that the complaint was unjustified, we may demand appropriate compensation for the investigation and/or repair work.
7. Spare parts
If we have assumed an obligation to maintain/supply spare parts, this is limited to a period of five years after delivery. Our respective list prices apply to spare parts.
If we have assumed an obligation to maintain/supply spare parts, this is limited to a period of five years after delivery. Our respective list prices apply to spare parts.
8. Printing and laser templates
8.1 We are entitled to charge the customer, in whole or in part, the costs for the processing of the photos, drawings, samples, etc. provided by the customer through the creation of printing screens, clichés, films, laser templates (printing/laser templates) or other aids that are necessary for the execution of the order and that are produced by us or by a third party on our behalf.
8.2 The printing/laser templates remain our property in all cases, even if the customer has contributed to the costs in whole or in part. We will keep the printing/laser templates available for repeat orders until the agreed minimum part quantity has been accepted.
8.3 We will not use print/laser templates based on designs protected by the customer or their client for orders from other customers unless the customer notifies us in writing. If the print/laser templates are based on our own designs and/or patterns, we are free to use the print/laser templates for other customers as well.
8.4 If the customer has provided the printing/laser templates themselves, we retain a right of retention to the printing/laser templates until our claims against the customer have been fully satisfied.
8.5 We are only obligated to deliver the agreed delivery quantities; there is no obligation to make subsequent deliveries, even if the customer has contributed to the printing/laser templates or if the customer otherwise suffers disadvantages as a result of non-delivery.
9. Industrial property rights, confidentiality
9.1 We retain ownership of, and all intellectual property rights and copyrights to, our designs, samples, illustrations, technical documentation, printing screens, printing plates, films, or other aids, even if the customer has borne the costs for the designs, etc. The customer may only use the designs, etc., in the manner agreed with us. The customer may not produce the delivered goods themselves or have them produced by third parties without our written consent.
9.1 We retain ownership of, and all intellectual property rights and copyrights to, our designs, samples, illustrations, technical documentation, printing screens, printing plates, films, or other aids, even if the customer has borne the costs for the designs, etc. The customer may only use the designs, etc., in the manner agreed with us. The customer may not produce the delivered goods themselves or have them produced by third parties without our written consent.
9.2 If we manufacture goods according to designs or patterns specified by the customer and/or provide them with the customer's advertising prints or trademarks, the customer shall be liable to us for ensuring that their manufacture, printing, and/or delivery do not infringe any industrial property rights or other rights of third parties. The customer shall indemnify us against all damages resulting from such infringements.
9.3 The customer must keep confidential all non-obvious knowledge obtained from the business relationship with us from third parties.
