GTC – inevvo solutions GmbH & Co. KG

General Terms and Conditions for Deliveries and Services

inevvo solutions GmbH & Co. KG offers a variety of services. These are divided into sections A-D below. The General Terms and Conditions (GT&Cs) regulated in each of these sections shall apply to the respective business relationship depending on the use of the services by the customer.

Individual agreements that are reflected in the offers and/or order confirmations of inevvo solutions GmbH & Co. KG shall always take priority over the following GT&Cs (A-D).

A. Software Provision on a Subscription Basis (Subscription Model)

Section 1 General

(1) These GT&Cs apply to all contracts concluded by inevvo solutions GmbH & Co. KG (hereinafter referred to as: the Lessor) providing software on a subscription basis (subscription model) to a Lessee.
(2) The Lessor’s services and offerings shall be provided exclusively on the basis of these GT&Cs. The GT&Cs therefore also apply to the Lessee for all future business relationships, even if not explicitly agreed again. Any deviating, conflicting, or supplementary GT&Cs of the Lessee shall form part of the contract only insofar as the Lessor has given its express consent to them. This consent shall be required in all cases, for example even if the Lessor provides the service in full knowledge of the Lessee’s GT&Cs without reservation.
(3) References to the validity of legal provisions are made for clarification purposes only. Even if this sort of clarification is not provided, legal provisions apply unless directly amended or expressly excluded within these GT&Cs.
(4) For the software maintenance/support services required within the context of the subscription model, the GT&Cs regulated in Section C shall apply in addition.

Section 2 Subject Matter / Conclusion of the Contract

(1) The subject matter of the contract is the service package (hereinafter referred to as the “Contractual Software”) selected by the Lessee in accordance with the individual agreement. The programme/service components of the CONEXO system, intrinsic to each service package without exception and forming the essential subject matter of the contract, are described in more detail in Annex A as well as in the operating instructions.
(2) Further service components of the respective selected service package result from the individual agreement and are described in more detail there as well as in the Lessor’s offer or order confirmation.
(3) Further services shall not be part of the contract. In particular, the Lessor shall not be liable for installing the Contractual Software for the Lessee nor for providing training or individual adaptation services, unless explicitly otherwise agreed on a case by case basis. The transfer of the source code is expressly not the subject matter of the contract.
(4) The Lessor’s offers shall always be subject to change and non-binding. This also applies if the Lessor provides the Lessee with either a physical or electronic copy of catalogues, technical documentation (e.g. drawings, plans, calculations, references to DIN standards), other product descriptions or documents, for which the Lessor holds the propriety rights and copyrights. Placement of the order by the Lessee shall be considered a binding offer. The contract shall come into effect upon order confirmation by the Lessor.

Section 3 Rental Period and Termination Deadlines

(1) The rental period shall begin upon order confirmation by the Lessor.
(2) The rental period shall be unlimited. It may be terminated at the end of a month, for the first time 24 months after the start of the rental period.
(3) The period of notice shall be three months. Notice of termination must be provided at least in text form and submitted to the Lessor at the latest on the third working day of the first month of the period of notice.

Section 4 Rental Fee

(1) The monthly rental fee is calculated based on the respective order confirmation of the Lessor and thereby the underlying agreement of the respective service package. In addition to the above-mentioned rental fee, the respective statutory sales tax shall also be charged.
(2) To the extent that the “CONEXO Lite App” service component is part of the respective selected service package, a variable user licence fee shall be due – separately and in addition to the basic rental fee according to Section 4(1) – in accordance with the respective order confirmation. The user licence fee shall be charged annually per device ID. The device ID shall be recorded via a database entry. This database entry shall be made after download and the respective annual first use of the app (by scanning an RFID chip or QR code). Billing shall be annually in January of the following year in each case. At the written request (i.e. writing or text) of the Lessee, a list of the device IDs shall be sent to the Lessee.
(3) The rental fee plus sales tax shall be due monthly in advance on the first working day of the month in each case.

Section 5 Resale and Subleasing

(1) The Lessee may neither sell nor temporarily transfer the URL assigned to it for access to the CONEXO portal and thus for use of the CONEXO system to third parties, and in particular may not lease or loan it.
(2) However, the transfer to third parties who are not granted any independent right of use and who must submit to the will of the Lessee with regard to the type and manner of use, is permitted. This is generally the case for employees of the Lessee in particular.

Section 6 Claims for Defects and Right of Termination

(1) Defects in the Contractual Software provided, including the manuals and other documentation, shall be remedied by the Lessor within a reasonable period of time, after corresponding notification of the defect by the user. The defect shall be remedied either through free rectification of the defect or replacement, at the Lessor’s discretion.
(2) For the purposes of checking and rectifying defects, the Lessee shall grant the Lessor access to the Contractual Software via log-in. The Lessee shall provide the Lessor with the access data required for this.
(3) The Lessee shall not enforce a rent reduction through deduction from the agreed rent. Corresponding claims for enrichment or damages shall remain unaffected.
(4) The Lessee’s right to terminate due to failure to provide use, in accordance with Section 543(2) Sentence 1 No. 1 of the German Civil Code (BGB) shall be excluded, unless the rectification or replacement is deemed to have failed.

Section 7 Liability

(1) The Lessor shall be liable without restriction for damages due to the absence of warranted features. The same applies to damages resulting from injury to life, limb or health, which are due to negligent violation of an obligation by the Lessor or an intentional or negligent violation of an obligation by a legal representative or vicarious agent of the Lessor.
(2) Furthermore, the Lessor shall only be liable for intent and gross negligence, even by its legal representatives and executives, to the extent that no obligation, compliance with which is of particular importance for achievement of the purpose of the contract, is infringed (cardinal obligation). The Lessor shall only be liable for the culpability of other vicarious agents within the scope of the liability for the infringement of cardinal obligations.
(3) If a cardinal obligation is infringed, the Lessor shall be liable even for minor negligence. However, the liability shall be limited to five times the rental and to such damages that can typically be reasonably anticipated in the context of a software rental arrangement.
(4) Liability for the loss of data shall be limited to the typical recovery costs that would have occurred if back-up copies had been made regularly in accordance with the risk involved.
(5) Liability in accordance with the German Product Liability Act shall remain unaffected (Section 14 German Product Liability Act).
(6) The Lessor’s liability without fault for errors already in existence at the time of conclusion of the contract shall be explicitly excluded, in accordance with Section 536 a(1) of the German Civil Code.

Section 8 Duty of Care

(1) The Lessee shall be obligated to implement suitable precautions to prevent unauthorised access by third parties to the Contractual Software.
(2) If an employee of the Lessee violates the Lessor’s copyright, the Lessee shall be obligated to diligently cooperate in the clarification of the copyright infringement, in particular to inform the Lessor immediately of the corresponding infringing activities.

Section 9 Termination of the Contractual Relationship

The Lessee is explicitly informed that, after termination of the contractual relationship, it must not continue using the Contractual Software or any other agreed services of the Lessor and, in the event of failure to observe this obligation, is in breach of the proprietor’s copyright. Section 8(2) shall apply accordingly to the time after completion of the contractual relationship.

Section 10 Non-Availability of the Service

To the extent that the Lessor is unable to adhere to the binding service agreements or deadlines for reasons for which it is not responsible (non-availability of the service), the Lessee shall be informed of this immediately and, at the same time, informed of the anticipated new service deadline. If the service is still not available within the new service deadline, the Lessor shall be entitled to withdraw from the contract in whole or in part; any service in return that has already been rendered by the Lessee shall be reimbursed immediately. Any claims for compensation by the Lessee shall be excluded. Such non-availability of the service in this context includes in particular (i) cases of force majeure or other events that occur that were not foreseeable by the Lessor at the time the contract was concluded and that are outside of its reasonable control (e.g. natural disasters of any kind, such as earthquakes, bad weather, floods, volcanic eruptions; pandemics; epidemics; plagues; war; acts of war or terror; riots; unrest; civil or national state of emergency; governmental actions; strikes; lawful lockouts; sustained traffic disruptions such as traffic routes being blocked; official measures; export restrictions or bans; prolonged break-down of information systems or energy; business disruptions that are not the Lessor’s fault) or (ii) where the supplier does not provide the self-delivery on time if a congruent covering transaction has been completed or (iii) where the service is not available to the supplier.

Section 11 Form

All agreements that include a change, addition or specification of the contractual terms, as well as particular assurances, guarantees and stipulations, shall be composed at least in text form.

Section 12 Governing Law, Arbitration

(1) With regard to all legal relationships from their contractual relationship, the Parties agree that the law of the Federal Republic of Germany shall apply.
(2) Insofar as the Lessee is a merchant within the meaning of the commercial code, legal entity under public law or special public asset, all disputes arising out of or in connection with a contract based on these Terms and Conditions shall be settled, if possible, by friendly negotiation and in good faith by the parties. The same applies if the Lessee is an entrepreneur. However, either party shall be entitled to finally resolve the dispute under the Rules of Arbitration of the International Chamber of Commerce (ICC) by one or more arbitrators appointed in accordance with these Rules. The place of arbitration shall be the capital city of the country in which the Lessee has its registered office. The language of the arbitration shall be English. An arbitration award shall be final and binding on each party. However, the judicial dunning procedure remains admissible. If the dunning procedure turns into litigation, this will take place before the ordinary court at the registered office of the Lessor.

Annex A: Service Description of the Contractual Software (Section 2(1))

(1) The CONEXO portal is the CONEXO system’s central management unit and is a server application with a database. The database entries are visualised using a web interface, so that access is via a web browser (e.g. Internet Explorer, Firefox or Chrome). The portal is part of the CONEXO system developed by the Lessor. All database entries provided are collected, managed and processed in the portal. The portal is an open system. Products from third-party providers can be integrated. In order to secure it against access by unauthorised parties, the portal is protected by a login screen. The portal is available in several languages.
(2) The CONEXO portal can be used for a number of different areas of application, including the following: Ensuring the traceability of components (delivery note number, order confirmation number, date of manufacture, spare part item), creating documentation relevant to maintenance, component management with history, and plant management.
(3) The provision of a web server on which the Lessor installs the CONEXO portal is also part of the Contractual Software, as well as the installation and configuration of the required runtime environment by the Lessor. This enables the Lessee to access the CONEXO portal installed there via an assigned URL. Specifically, this includes:

Installation of the CONEXO portal
- Initial installation of the CONEXO portal on the web server.
- Ongoing installation of changes to the CONEXO portal due to correction of faults and maintenance services (patches and updates).
Web server management
- System maintenance
- Software updates
- Monitoring the system messages
- Monitoring services

The web server, and thus the CONEXO portal installed on it, are subject to regular backup.
(4) The Lessor shall provide support on working days from Monday to Friday in the period from 8:00 am to 4:00 pm (CET) (Support Times). There are employees in the office at these times. Saturdays, public holidays in Germany and/or Baden-Württemberg shall not be considered support hours, along with the period from 23rd December to 6th January. Incoming issues received outside of normal office hours will be processed no later than the next business day’s office operation. Tel.: +49 7940 123-266396 / Email:
(5) If a private cloud is selected, the CONEXO App shall also be part of the Contractual Software. The CONEXO app provides support for maintenance procedures and digital plant documentation. The app is part of the CONEXO system developed by the Lessor and enables identification and assignment of components to a TAG number in a plant as well as the integration of products and components in the system. The app is compatible with Android (Version 5.0 or later) and with iOS (Version 14 or later). Components can be identified using the CONEXO pen, which is available separately. In order to secure it against access by unauthorised parties, the app is protected by a login screen.

B. Software Provision (“Lifetime” licence)

Section 1 General

(1) These GT&Cs apply to all contracts concluded by inevvo solutions GmbH & Co. KG (hereinafter referred to as: the Licensor) for software provision (“Lifetime” licence) to a Licensee.
(2) The Licensor’s services and offerings shall be provided exclusively on the basis of these GT&Cs. The GT&Cs therefore also apply to the Licensee for all future business relationships, even if not explicitly agreed again. Any deviating, conflicting, or supplementary GT&Cs of the Licensee shall form part of the contract only insofar as the Licensor has given its express consent to them. This consent shall be required in all cases, for example even if the Licensor provides the service in full knowledge of the Licensee’s GT&Cs without reservation.
(3) References to the validity of legal provisions are made for clarification purposes only. Even if this sort of clarification is not provided, legal provisions apply unless directly amended or expressly excluded within these GT&Cs.

Section 2 Subject Matter / Conclusion of the Contract

(1) The subject matter of the contract is the programme/service components of the CONEXO system which always form the subject matter of the licence (Annex B.1) as well as optional programme/service components (Annex B.2), hereinafter collectively also referred to as the “Contractual Software”. The essentially selectable optional service components are described in more detail in Annex B.2.
(2) The services selected on a case by case basis result from the individual agreement between the Licensor and the Licensee and are named in the Licensor’s order confirmation as well as, if relevant, described in more detail in addition to Annex B.1 and B.2.
(3) Further services shall not be part of the contract. In particular, the Licensor shall not be liable for installing the Contractual Software for the Licensee nor for providing training or individual adaptation services, unless explicitly otherwise agreed on a case by case basis. The transfer of the source code is expressly not the subject matter of the contract.
(4) A detailed list of all licences can be found on the portal under Administration – Setting. This licence always shows the current maximum number of users and is automatically adapted if the Licensee later imports another licence. There shall be no limitation on the number of additional users per instance.
(5) The contract shall remain valid without change even if the licence is updated or further licences are completed.
(6) The Licensor’s offers shall always be subject to change and non-binding. This also applies if the Licensor provides the Licensee with either a physical or electronic copy of catalogues, technical documentation (e.g. drawings, plans, calculations, references to DIN standards), other product descriptions or documents, for which the Licensor holds the propriety rights and copyrights. Placement of the order by the Licensee shall be considered a binding offer. The contract shall come into effect upon order confirmation by the Licensor.

Section 3 Scope of Use

(1) Upon conclusion of a contract, the Licensee shall receive the simple, non-transferable, temporally unlimited right to use the object code of the CONEXO portal programme component (including an admin user) on a computer instance and the object code of the CONEXO user programme component in the context of the service description and with the number of user licenses that can be activated by the Licensee as specified in the licence file (in the meaning of named users, hereinafter referred to as “CONEXO users”) for each system licence purchased. “Use” refers to any permanent or temporary duplication (copying) of the Contractual Software by storing, loading, running or displaying it for the purposes of executing the Contractual Software and processing of the data contained in the Contractual Software by the computer instance. The Licensee shall not be permitted to use this Contractual Software in any other way.
(2) The Contractual Software must not be modified or revised. In particular, any company names, brand names, copyright notices or other notices relating to the reservation of rights contained in the Contractual Software must not be modified or deleted. The Licensee also undertakes not to create or change any copyright notices or licence files under any circumstances.
(3) The retranslation of the software code (decompilation) shall be permitted only under the statutory limitations in accordance with Section 69e German Copyright Act (UrhG) and only if the Licensor has not provided the Licensee with the information required to establish interoperability despite being previously requested to do so. Additional retranslations are excluded.
(4) The Licensee shall be entitled to make one (1) backup copy of the system software.

Section 4 Licence Fees and Payment Terms

(1) The licence fees for the provision of the copy of the Contractual Software and the granting of the right to use for the Contractual Software are set forth in the respective order confirmation from the Licensor. All prices are subject to the applicable statutory value added tax.
(2) The Licence fees shall be due upon completion/update of the respective licence file and are payable immediately net. The exercise of the right of use is subject to the suspensive condition of full payment of the licence fee.
(3) Copyrights and any other rights to use and reuse of the Contractual Software or the operating instructions beyond those in Section 3 shall explicitly not be granted with the completion of a service note and shall also not be covered by the payment of the licence fees.
(4) To the extent that the scope of function of the CONEXO Lite App (Annex B.2) is used, a user licence fee in accordance with the respective order confirmation shall also be due. The user licence fee shall be charged annually per device ID. The device ID shall be recorded via a database entry. This database entry shall be made after download and the respective annual first use of the app (by scanning an RFID chip or QR code). Billing shall be annually in January of the following year in each case. At the written request (i.e. writing or text) of the Licensee, a list of the device IDs shall be sent to the Licensee.

Section 5 Passing on the Software Copy

(1) The Licensee shall be entitled to pass on the copy of the Contractual Software provided to it (“Contractual Software Copy”), in its original condition and as a whole, together with a copy of the order confirmation and these GT&Cs, to a subsequent user. The passing on of the Contractual Software Copy, order confirmation and these GT&Cs shall simultaneously represent an offer from the Licensor to the sub-purchaser upon conclusion of an identical contract. The sub-purchaser shall indicate their acceptance by requesting the release code for the Contractual Software Copy.
(2) By passing on the Contractual Software Copy, the right to use in accordance with Section 3 of these GT&Cs shall be transferred to the sub-purchaser who, under the provisions of these GT&Cs, shall thereby take the place of the Licensee. At the same time, the original Licensee’s right to use shall expire.
(3) When passing on the Contractual Software Copy, the Licensee shall delete or destroy in some other way, immediately and fully, all existing duplicate copies and partial copies of the Contractual Software, as well as any modified or revised versions along with any copies and partial copies made of these. This shall also apply to all backup copies.
(4) Temporary, free transfer to a third party, for whose reliability all prerequisites specified in this Section 5 must be met, shall also be considered as passing on in the meaning of Section 5 (1).

Section 6 Liability for Material Defects

(1) The Licensor’s liability for defects shall extend to the Contractual Software having the functions listed and properties described in the service description and the respective operating instructions supplied to the Licensee.
(2) If the Contractual Software differs from the service specifications or the respective operating instructions supplied to the Licensee as per paragraph (1), the Licensee shall have the right to download the Contractual Software again and/or to request a new data carrier. If this is also proven to be defective and the Licensor cannot establish a lack of defects at a reasonable expense and within a reasonable time period, the Licensee shall be entitled, at its discretion, to a reduction in the licence fees or to withdraw from the contract. In the latter case, any existing copies of the Contractual Software on data carriers of the Licensee shall be immediately deleted and/or destroyed. This shall also apply to backup copies. The right to compensation and reimbursement of wasted expenditure shall remain unaffected.
(3) The Licensee shall be responsible for the following:
1. Informing itself about the suitability of the Contractual Software for its specific purposes.
2.  Creating the necessary hardware and software environment for the Contractual Software.
3.  Observing the operating instructions for the Contractual Software.
4.  Supporting the Licensor in troubleshooting activities in the best possible way.
5.  Backing up the database on a daily basis.
(4) The Licensee shall have sole responsibility for selecting, installing and using the Contractual Software and for the results intended thereby. Furthermore, there shall be no liability for defects for versions of the Contractual Software modified or revised by the Licensee unless it can be proven that the existing defects are not connected in any way to the changes or revisions.
(5) Claims arising from a defect shall expire twelve months after handover (downloading or handing over the data carrier) of the Contractual Software. The shortening of the limitation period shall not apply in the event of:
1.  Damages resulting from injury to life, limb or health
2.  Damages which are not covered by Item 1 if these are caused by a grossly negligent breach of obligations
3.  Fraudulent concealment of a defect or malicious intent
4.  The acceptance of a guarantee for the nature of the Contractual Software
5.  Any claims based on the German Product Liability Act.

Section 7 Liability for Defects in Title

(1) The Licensor shall warrant that the transfer of the rights to use property rights or licences does not contradict any rights of third parties. A defect in title occurs if the Licensor is unable to effectively grant the Licensee the required rights for the contractually agreed use.
(2) To the extent that a third party asserts justified claims against the Licensee due to a breach of commercial property rights through the contractual use of the Contractual Software, and the use of the Contractual Software by the Licensee is wholly or partially forbidden by law, the Licensor shall, at its discretion, to the exclusion of further claims for compensation and at its own costs, either obtain a right of use for the Contractual Software concerned (or parts thereof), modify or replace it in such a away that the property rights are not violated but the Contractual Software still meets the agreed specifications functionally, or reimburse the payment for the Contractual Software that is in breach of the property rights for the period for which this can no longer be used in accordance with the contract, based on a theoretical usage period of 5 years.
(3) The above-mentioned obligations of the Licensor shall exist only to the extent that the Licensee has immediately notified the Licensor in writing of the claims asserted by third parties, has shared all the necessary information to assess the situation and for legal defence, and has not acknowledged a breach vis-à-vis third parties. If the Licensee stops using the service to mitigate losses or for other important reasons, he shall be obligated to inform the third party that the cessation of use is not associated with an acknowledgement of a breach of property rights.
(4) The Licensor shall be entitled and obligated to take all measures for defence. If, in this case, the Licensor takes action in its defence after written notification to the Licensee, the Licensor shall, within the liability limits provided for in Section 8, indemnify the Licensee from all claims for compensation, court and expert fees as well as reasonable lawyer fees and other defence costs, which are awarded as a final decision by the court or agreed in the context of final settlement agreements.
(5) Claims by the Licensee shall be excluded to the extent that the Licensee is responsible for the breach of property rights, the breach of property rights is caused by special requirements of the Licensee, an application that could not be foreseen by the Licensor or by the fact that the Contractual Software has been changed by the Licensee or used together with products not approved by the Licensor.

Section 8 Liability

(1) Irrespective of the legal reason, each party shall be liable only for damages caused with intent or gross negligence, or by the culpable violation of an essential contractual obligation, i.e. an obligation the violation of which jeopardizes the achievement of the purpose of the contract and/or the fulfilment of which enables the proper execution of the contract and on which the respective other party can regularly rely (cardinal obligation). With the exception of damages due to intent or gross negligence or damages resulting from injury to life, limb or health, which are due to a negligent breach of duty by the damaging party or an intentional or negligent breach of duty by one of its legal representatives or vicarious agents, the liability shall be limited to the contract-typical damage that was foreseeable upon completion of the respective licence due to the circumstances known at this time. The Licensor’s liability for a guarantee explicitly promised by it as such or in accordance with the German Product Liability Act (ProdHaftG) also remains unaffected.
(2) The Licensor shall be liable for the loss of data and its recovery only if such a loss could not have been avoided by means of appropriate data backup measures taken by the Licensee.

Section 9 Further Development and Further Use of the Contractual Software

(1) The Licensor shall be entitled to create updates of the Contractual Software at its own discretion. The Licensor shall provide the respective updated versions to the Licensee for a period of one year, in accordance with Section 6 (5) sen. 1, as a free service. There is expressly no further obligation arising from the contractual relationship to provide the Licensee with the updated versions.
(2) Upon expiry of this year, the Licensee shall have the opportunity to obtain and use the respective updated versions of the Contractual Software in the context of an optional but separate Software Support/Maintenance Contract with the GT&Cs listed in Section C. If the Licensee does not conclude a contract of this kind, the portal can only be used with limited functionality (i.e. in particular the creation of products, creation of manufacturers, creation of components, creation of equipment positions and import are no longer possible).
(3) Furthermore, “upgrades” are not covered by the subject matter of the contract in accordance with Section 2 of these GT&Cs or by the scope of service of any Software Support/Maintenance Contract (Section C) and must be purchased separately.

Section 10 Non-Availability of the Service

To the extent that the Licensor is unable to adhere to the binding service agreements or deadlines for reasons for which it is not responsible (non-availability of the service), the Licensee shall be informed of this immediately and, at the same time, informed of the anticipated new service deadline. If the service is still not available within the new service deadline, the Licensor shall be entitled to withdraw from the contract in whole or in part; any service in return that has already been rendered by the Licensee shall be reimbursed immediately. Any claims for compensation by the Licensee shall be excluded. Such non-availability of the service in this context includes in particular (i) cases of force majeure or other events that occur that were not foreseeable by the Licensor at the time the contract was concluded and that are outside of its reasonable control (e.g. natural disasters of any kind, such as earthquakes, bad weather, floods, volcanic eruptions; pandemics; epidemics; plagues; war; acts of war or terror; riots; unrest; civil or national state of emergency; governmental actions; strikes; lawful lockouts; sustained traffic disruptions such as traffic routes being blocked; official measures; export restrictions or bans; prolonged break-down of information systems or energy; business disruptions that are not the Licensor’s fault) or (ii) where the supplier does not provide the self-delivery on time if a congruent covering transaction has been completed or (iii) where the service is not available to the supplier.

Section 11 Form

All agreements that include a change, addition or specification of the contractual terms, as well as particular assurances, guarantees and stipulations, shall be composed at least in text form.

Section 12 Governing Law, Arbitration

(1) With regard to all legal relationships from their contractual relationship, the Parties agree that the law of the Federal Republic of Germany shall apply to the exclusion of international uniform law, in particular the UN Sales Convention.
(2) Insofar as the Licensee is a merchant within the meaning of the commercial code, legal entity under public law or special public asset, all disputes arising out of or in connection with a contract based on these Terms and Conditions shall be settled, if possible, by friendly negotiation and in good faith by the parties. The same applies if the Licensee is an entrepreneur. However, either party shall be entitled to finally resolve the dispute under the Rules of Arbitration of the International Chamber of Commerce (ICC) by one or more arbitrators appointed in accordance with these Rules. The place of arbitration shall be the capital city of the country in which the Licensee has its registered office. The language of the arbitration shall be English. An arbitration award shall be final and binding on each party.
However, the judicial dunning procedure remains admissible. If the dunning procedure turns into litigation, this will take place before the ordinary court at the registered office of the Licensor.

Annex B.1: Standard Programme/Service Components of the CONEXO System

(1) The CONEXO portal is the CONEXO system’s central management unit and is a server application with a database. The database entries are visualised using a web interface so that access is via a web browser (e.g. Internet Explorer, Firefox or Chrome). The portal is part of the CONEXO system developed by the Licensor. All database entries provided are collected, managed and processed in the portal. The portal is an open system. Products from third-party providers can be integrated. In order to secure it against access by unauthorised parties, the portal is protected by a login screen. The portal is available in several languages.
(2) The CONEXO portal can be used for a number of different areas of application, including the following: Ensuring the traceability of components (delivery note number, order confirmation number, date of manufacture, spare part item), creating documentation relevant to maintenance, component management with history, and plant management.
(3) The CONEXO app provides support for maintenance procedures and digital plant documentation. The app is part of the CONEXO system developed by the Licensor and enables identification and assignment of components to a TAG number in a plant as well as the integration of products and components in the system. The app is compatible with Android (Version 5.0 or later) and with iOS (Version 14 or later). Components can be identified using the CONEXO pen, which is available separately. In order to secure it against access by unauthorised parties, the app is protected by a login screen. The app has a main navigation area.
(4) The licence for the CONEXO portal is a “lifetime” licence. The licence for the CONEXO portal includes the portal software and a CONEXO user licence. The number of users in the CONEXO system can be increased as desired by purchasing additional CONEXO user licences. The licence is a “lifetime” licence and is linked to a portal ID. If a user is deactivated in the portal, they can no longer be activated. The CONEXO user licence which becomes vacant as a result of deactivating a user can then immediately be used for a new user.

Annex B.2: Optional Service Components

The CONEXO Lite app shows the user the component data incl. documentation. The app is part of the CONEXO system developed by the Licensor and enables the identification of components or products that are created in the respective CONEXO portal. The app is available in several languages. The app is compatible with Android (Version 5.0 or later) and with iOS (Version 14 or later). With the help of the separately available CONEXO pen, components can be identified using RFID or via camera using a QR code.

C. Software Support/Maintenance

Section 1 General

(1) These GT&Cs apply to all contracts/service of inevvo solutions GmbH & Co. KG (hereinafter referred to as: the Contractor) for software support/maintenance in relation to the Client.
(2) The Contractor’s services and offerings shall be provided exclusively on the basis of these GT&Cs. The GT&Cs therefore also apply to the Client for all future business relationships, even if not explicitly agreed again. Any deviating, conflicting, or supplementary GT&Cs of the Client shall form part of the contract only insofar as the Contractor has given its express consent to them. This consent shall be required in all cases, for example even if the Contractor provides the service in full knowledge of the Client’s GT&Cs without reservation.
(3) References to the validity of legal provisions are made for clarification purposes only. Even if this sort of clarification is not provided, legal provisions apply unless directly amended or expressly excluded within these GT&Cs.

Section 2 Subject Matter / Conclusion of the Contract

(1) The subject matter of the software support/maintenance services is the system software provided by the Contractor in accordance with Sections A or B and described in detail in the respective order confirmation (hereinafter referred to as the “Software”). The following is regulated in this regard:
· Software maintenance
· Software support
(2) The Contractor shall provide the above-mentioned services upon conclusion of the contract, but not before the Software is actually used by the Client.
(3) The Contractor’s offers shall always be subject to change and non-binding. This also applies if the Contractor provides the Client with either a physical or electronic copy of catalogues, technical documentation (e.g. drawings, plans, calculations, references to DIN standards), other product descriptions or documents, for which the Contractor holds the propriety rights and copyrights. Placement of the order by the Client shall be considered a binding offer. The contract shall come into effect upon order confirmation by the Contractor.

Maintenance

Section 3 Scope of the Maintenance Services

(1) Maintenance shall cover maintenance services in accordance with Section 4 on maintaining the operational readiness of the Software at the Client´s premises as well as defect rectification in accordance with Section 5 to eliminate any defects that occur, without, however, excluding any interruption of operational readiness.
(2) A “defect” within the meaning of this contract exists if the Software does not fulfil the functions specified in its service specifications, delivers incorrect results, stops running in an uncontrolled manner or otherwise does not behave in a functionally correct manner such that the use of the Software is more than insignificantly prevented or impaired.
(3) Maintenance also covers the documentation associated with the Software and any databases (files, database material) that are part of the Software.
(4) Maintenance shall be limited to the Software listed in the respective maintenance certificate and installed on the IT systems specified on the maintenance certificate. The Contractor must be notified in writing of any changes to the installation and/or the installation location of the IT System and this must be noted in the maintenance certificate. The Contractor may only refuse to continue providing maintenance at the new installation location for good cause. The Client shall be liable for additional costs arising from the change of installation location when carrying out maintenance. The maintenance certificate shall be produced by the Parties in the course of order confirmation and transferred to the Client.

Section 4 Maintenance Services

(1) The Contractor shall provide maintenance services for the Software to rectify defects that become known to the Contractor in the Software irrespective of its use by the Client by delivering patches and updates.
(2) “Patches” within the meaning of the contract are software deliveries that are used exclusively to eliminate any defects which occur.
(3) “Updates” within the meaning of this contract are program updates. These may rectify errors in the program, improve the program’s security, increase its running speed or extend its range of functions. Further developments which lead to new versions of the Software are not deemed to be “updates”. New versions of the Software can lead to an enhancement or change to the Software with the result that new functionalities are provided, existing functionalities relating to running and/or user guidance are optimized or data processing is adapted to the state of the art.

Section 5 Rectification of Defects

(1) The Contractor shall subject its Software to continuous quality control. However, it is not possible to guarantee and owe that the Software will be free of errors throughout.
(2) The objective of the rectification of defects is to produce or maintain the agreed functionality of the Software based on the provision of the Software in accordance with Section B.
(3) The Contractor shall rectify any defects in the Software which the Client reports within a reasonable time period or shall inform the Client immediately that rectification is not possible at a reasonable expense and cannot therefore be carried out. Appropriate is the period of time within which the Contractor can analyse and rectify the reported defects without undue delay.

Section 6 Client’s Duties to Cooperate

(1) The provision of maintenance services as per the contract, in particular for the rectification of defects, requires the Client to use the respective current version of the Software. If the Customer does not use the respective current version of the Software, the Contractor’s obligations from Section 4 and Section 5 shall lapse.
(2) A further prerequisite for the provision of the contractual maintenance services is that the Customer shall not, without consultation with the Contractor, operate the Software at a location or in a system environment other than the one specified as binding upon conclusion of this Maintenance contract (technical prerequisites).

Support

Section 7 Subject of the Support Service

(1) The subject of the support services is providing the Customer with standard support services (Section 8) and optional support services (Section 9) which are not covered by the maintenance services or rectification of defect.
(2) Support in connection with the hardware & software used as well as third-party hosting solutions are expressly not owed and provided by the Contractor within the scope of the Software Support / Maintenance contract, even if it acts as an intermediary or reseller of such services.
(3) The support services shall always and exclusively relate to the functionality of the Software agreed on the basis of software provision in accordance with Sections A or B when used correctly and in a contractually intended system environment.
(4) The obligations arising from this Software Support/Maintenance contract shall apply only to the exclusive maintenance of the Software by the Contractor and the installation and operation on a server system (system requirements) in a data centre environment agreed with the Contractor. Services following an unauthorized intervention by the Client in the program code of the Software are excluded.

Section 8 Standard Support Services

(1) As the basis for the support services, the Contractor shall provide both a dedicated hotline number and a service e-mail address in accordance with the support hours described in Section 10.
(2) The Contractor shall respond to support requests, advice requests and error reports received in writing, by e-mail within a reasonable time period. The Client shall always be provided with help/solutions to problems in the quickest way possible. Unless otherwise specified in the Client’s error report, the advice shall be provided to the relevant sender address.
(3) A hotline the Client can use to request advice and report errors shall be made available to the Client during the defined maintenance hours (Section 10). Where possible, the Client shall be provided with advice directly. If this is not possible, an employee of the Contractor shall call the Client back.

Section 9 Optional Support Services

At the Client’s request, the Contractor shall deploy a qualified member of staff. In such cases, the travel costs and advice services shall be invoiced separately in accordance with the Contractor’s valid hourly rates with written fee agreements.

Section 10 Support Times

Support services shall be provided from Monday to Friday between 8 a.m. and 4 p.m. (CET) (Support Hours). Saturdays, public holidays in Germany and/or Baden-Württemberg shall not be considered Support Hours, along with the period from 23rd December to 6th January. Incoming issues received outside of normal office hours will be processed no later than the next business day´s office operation.

Section 11 Client’s Duties to Cooperate

(1) The Client shall inform the Contractor immediately, via an agreed method of communication, of any defects in the Software after these have occurred during operation.
(2) In the case that the Contractor requires data or information from the Client for the support services, the Client shall provide this information without delay, but within five working days at the very latest. However, the Client is only obliged to provide the data available and/or any other data that it can acquire without any problems. Delays attributable to the provision of data by the Client shall release the Contractor from the obligation to comply with the deadline for service provision until this information is received. The Contractor shall notify the Client in good time of any such defects (supply obligation).
(3) Insofar as the Contractor requires the Client’s help in order to rectify defects in the program code, the Client shall be obligated to entrust sufficiently qualified employees with contributing in the rectification of defects.

Section 12 Term of the Contract

(1) The services for Software Support/Maintenance shall be agreed for a period of at least 24 (twenty-four) months and shall be extended by 12 (twelve) months in each case, if not terminated properly with a 3-month notice period prior to extension. Termination in accordance with Section 649 German Civil Code (BGB) is excluded.
(2) The right to termination for good cause shall remain unaffected.
(3) Every CONEXO user licence newly acquired by the Client for the Software and automatically added to the underlying licence stock during the validity of this Software Support/Maintenance contract shall be handled, with regard to the terms and termination notice periods of the Software Support/Maintenance contract, as if it had been acquired on the same key date.
(4) Termination of the Software Support/Maintenance contract is only possible as a whole for all licences issued to the Client.
(5) The existence of the Software Support/Maintenance contract shall initially remain unaffected by any rescission, cancellation or similar modification of the Software Provision contract relating to the licences forming the basis for these Software Support/Maintenance services. In such a case, the Software Support/Maintenance contract shall end at the earliest possible date on which the Client can release itself from the contract through ordinary termination. The right to termination for good cause shall remain unaffected. However, termination of the Software Provision contract shall not be considered a good cause by itself.

Section 13 Remuneration

The annual fee for the services regulated herein results from the respective offer or the Contractor’s order confirmation.

Section 14 Liability

(1) Each contractual party shall only be liable, irrespective of the legal reason, for damages caused by the culpable violation of an essential contractual obligation, i.e. an obligation the violation of which jeopardizes the achievement of the purpose of the contract and/or the fulfilment of which enables the proper execution of the contract and on which the contractual parties can regularly rely (cardinal obligation). Liability shall be limited to the damage typical for the contract, the occurrence of which each contractual party should have anticipated on the basis of the circumstances known to them upon conclusion of the contract.
(2) The Contractor shall not accept any liability for the back-up of the Client’s data.
(3) The limitations of liability specified in paragraphs (1) and (2) shall not apply to damages caused by:
1.  Fraudulent intent, malicious intent or gross negligence
2.  Damages resulting from injury to life, limb or health
3.  The acceptance of a guarantee
4.  Any claims based on the German Product Liability Act (ProdHaftG).

Section 15 Non-Availability of the Service

To the extent that the Contractor is unable to adhere to the binding service agreements or deadlines for reasons for which it is not responsible (non-availability of the service), the Client shall be informed of this immediately and, at the same time, informed of the anticipated new service deadline. If the service is still not available within the new service deadline, the Contractor shall be entitled to withdraw from the contract in whole or in part; any service in return that has already been rendered by the Client shall be reimbursed immediately. Any claims for compensation by the Client shall be excluded. Such non-availability of the service in this context includes in particular (i) cases of force majeure or other events that occur that were not foreseeable by the Contractor at the time the contract was concluded and that are outside of its reasonable control (e.g. natural disasters of any kind, such as earthquakes, bad weather, floods, volcanic eruptions; pandemics; epidemics; plagues; war; acts of war or terror; riots; unrest; civil or national state of emergency; governmental actions; strikes; lawful lockouts; sustained traffic disruptions such as traffic routes being blocked; official measures; export restrictions or bans; prolonged break-down of information systems or energy; business disruptions that are not the Contractor’s fault) or (ii) where the supplier does not provide the self-delivery on time if a congruent covering transaction has been completed or (iii) where the service is not available to the supplier.

Section 16 Form

All agreements that include a change, addition or specification of the contractual terms, as well as particular assurances, guarantees and stipulations, shall be composed at least in text form.

Section 17 Governing Law, Arbitration

(1) With regard to all legal relationships from their contractual relationship, the Parties agree that the law of the Federal Republic of Germany shall apply.
(2) Insofar as the Client is a merchant within the meaning of the commercial code, legal entity under public law or special public asset, all disputes arising out of or in connection with a contract based on these Terms and Conditions shall be settled, if possible, by friendly negotiation and in good faith by the parties. The same applies if the Client is an entrepreneur. However, either party shall be entitled to finally resolve the dispute under the Rules of Arbitration of the International Chamber of Commerce (ICC) by one or more arbitrators appointed in accordance with these Rules. The place of arbitration shall be the capital city of the country in which the Client has its registered office. The language of the arbitration shall be English. An arbitration award shall be final and binding on each party.
However, the judicial dunning procedure remains admissible. If the dunning procedure turns into litigation, this will take place before the ordinary court at the registered office of the Contractor.

D. Purchase of Hardware

Section 1 General

(1) These GT&Cs apply to all contracts concluded by inevvo solutions GmbH & Co. KG (hereinafter referred to as: the Seller) for the sale of hardware products in the relationship with the Purchaser.
(2) The Seller’s services and offerings shall be provided exclusively on the basis of these GT&Cs. The GT&Cs therefore also apply to the Purchaser for all future business relationships, even if not explicitly agreed again. Any deviating, conflicting, or supplementary GT&Cs of the Purchaser shall form part of the contract only insofar as the Seller has given its express consent to them. This consent shall be required in all cases, for example even if the Seller makes a delivery in full knowledge of the Purchaser’s GT&Cs without reservation.
(3) References to the validity of legal provisions are made for clarification purposes only. Even if this sort of clarification is not provided, legal provisions apply unless directly amended or expressly excluded within these GT&Cs.

Section 2 Subject Matter / Conclusion of the Contract

(1) The subject matter of the contract is the hardware purchased by the Purchaser in accordance with the purchase order and described in detail in the Seller’s respective order confirmation (hereinafter referred to as the “Hardware”), such as the CONEXO pen or a mobile device. (2) The Seller’s offers shall always be subject to change and non-binding. This also applies if the Seller provides the Purchaser with either a physical or electronic copy of catalogues, technical documentation (e.g. drawings, plans, calculations, references to DIN standards), other product descriptions or documents, for which the Seller holds the propriety rights and copyrights. Placement of the order by the Purchaser shall be considered a binding offer. The contract shall come into effect upon order confirmation by the Seller.

Section 3 Prices

(1) Unless otherwise stated in the order confirmation, prices are quoted ex delivery works, excluding packaging and statutory VAT. Any customs duties, fees, taxes or other public duties are borne by the Purchaser.
(2) In case the goods will be shipped to another destination (Section 4 (I)) at the request of the Purchaser (Sales Shipment), the Purchaser shall bear the transportation costs from the named supply plant and the costs of any transport insurance requested by the Purchaser.

Section 4 Delivery, Transfer of Risk, Default of Acceptance, Delivery Time, Non-Availability of the Service

(1) The delivery shall be made from the named supply plant, which shall also be the place of performance for the delivery and any supplementary performance. At the Purchaser’s request and expense, the goods can be shipped to a different destination (Sales Shipment). Unless otherwise agreed, the Seller shall be entitled to determine the type of shipment (in particular with regard to the transport company, shipping method and packaging).
(2) The risk of accidental loss and accidental deterioration of the goods shall pass to the Purchaser at the latest when the goods are delivered to the Purchaser. However, in case of Sales Shipment, the risk of accidental loss and accidental deterioration of the goods and the risk of a delayed delivery passes to the Purchaser once the goods are handed over to the logistics company, the freight forwarder or any other person or organisation carrying out the shipping. Delivery shall be deemed rendered if the Purchaser refuses the offered delivery or service (Delay in Acceptance).
(3) If the Purchaser is in Delay of Acceptance or fails to provide necessary cooperation, or if the Seller’s delivery is delayed for other reasons for which the Purchaser is responsible, the Seller shall be entitled to demand compensation for the resulting damage. For this the Seller charges a lump-sum compensation in an amount equal to 0.5% of the order value per week, with a maximum of 10% of the order value, starting on the delivery date or – in the absence of a delivery date – on the date on which notification was provided that the goods were ready for dispatch. The right to demonstrate that the Seller has incurred greater damage and other legal rights (in particular, for additional expenses, reasonable damage, termination of contract) shall remain unaffected; however, this lump-sum damage shall be included in any further monetary claims. The Purchaser shall have the right to provide evidence that no loss or significantly less loss has been incurred by the Seller than the aforementioned lump-sum.
(4) Deadlines and timeframes for deliveries and performance given by the Seller are at alle times only approximate unless a fixed period or deadline has been explicitly accepted or agreed. A default in delivery shall be determined in accordance with the statutory provisions. In any case, a reminder by the Purchaser shall be necessary. In addition, enforcement of any rights pursuant to non-compliance with delivery dates shall only be allowed after a reasonable grace period of at least 21 working days.
(5) The Seller shall be entitled to partial deliveries and partial performances at any time unless this would unreasonably disadvantage the Purchaser.
(6) To the extent that the Seller is unable to adhere to the binding delivery or service agreements or deadlines for reasons for which it is not responsible (non-availability of the service), the Purchaser shall be informed of this immediately and, at the same time, informed of the anticipated new delivery or service deadline. If the service is still not available within the new delivery or service deadline, the Seller shall be entitled to withdraw from the contract in whole or in part; any service in return that has already been rendered by the Purchaser shall be reimbursed immediately. Any claims to compensation by the Purchaser shall be excluded. Such non-availability of the service in this context includes in particular (i) cases of force majeure or other events that occur that were not foreseeable by the Seller at the time the contract was concluded and that are outside of its reasonable control (e.g. natural disasters of any kind, such as earthquakes, bad weather, floods, volcanic eruptions; pandemics; epidemics; plagues; war; acts of war or terror; riots; unrest; civil or national state of emergency; governmental actions; strikes; lawful lockouts; sustained traffic disruptions such as traffic routes being blocked; official measures; export restrictions or bans; prolonged break-down of information systems or energy; business disruptions that are not the Seller’s fault) or (ii) where the supplier does not provide the self-delivery on time if a congruent covering transaction has been completed or (iii) where the service is not available to the supplier.
(7) The rights of the Purchaser in accordance with Section 9 of these Conditions and the Seller’s statutory rights, particularly concerning the exclusion of the obligation to provide performance (e.g. due to impossibility or impracticability of performance and/or supplementary performance), shall thereby remain unaffected.

Section 5 Service Description

The specifications in the order confirmation are decisive for determining the quality of the goods. Specifications regarding the intended use only affect the contractually owed quality if the Seller confirms the intended use in writing. In principle, the Seller works in accordance with the standards that apply within the European Union; should deviating standards be applied, the Purchaser must indicate this prior to conclusion of the contract. Outside of the European Community, ensuring compliance with the relevant statutory requirements for product safety is the responsibility of the Purchaser; any costs resulting from this, in particular for necessary tests or certification, shall be borne by the Purchaser.

Section 6 Payment, Due Date of the Purchase Price

(1) Payment shall be made by bank transfer. Invoices are in EUROS and currency risks are borne by the Purchaser. The Purchaser is only entitled to offset or retention if the counter-claims have been legally established or are indisputed. In the event of defective delivery, the counter-rights of the Purchaser shall remain unaffected, in particular in accordance with Section 8.5(2) of these GT&Cs.
(2) The purchase price shall be due and payable within 30 days of invoicing and delivery. However, the Seller shall be entitled at any time, including within an ongoing business relationship, to make a full or partial delivery only against prepayment. The Seller shall declare reservations of this nature upon order confirmation at the latest. The Purchaser shall be deemed to be in default upon expiry of the aforementioned payment term.
(3) Interest shall accrue on the purchase price per the applicable statutory default interest rate for the duration of any payment default. The right to assert further damage caused by delay is reserved. The right to charge merchants commercial default interest (Section 353 German Commercial Code [HGB]) remains unaffected.
(4) Other deliveries and provisions, even where a date of delivery has already been confirmed, may be withheld until all due claims relating to the same legal relationship have been settled in full, without the Purchaser being entitled to any form of claim for compensation as a result of this.
(5) Payments shall be deemed to be made in the sequence specified in Section 366(2) BGB (German Civil Code); any deviating sequence determined by the Purchaser is invalid. Any agreed discounts will only be applied if no other invoices were due at the time of payment.

Section 7 Retention of Title

(1) The delivery items shall remain the Seller’s property until the Purchaser has settled all receivables, including future receivables, resulting from the purchase agreement and the ongoing business relationship (secured claims), in particular any current account balance.
(2) The Purchaser may neither pledge nor assign the delivery items as security until full payment of the secured claims.
(3) If the Purchaser is in breach of the contract, in particular if the Purchaser fails to pay the purchase price due and/or the remuneration due, the Seller shall be entitled, in accordance with the legal provisions, to withdraw from the contract and/or demand for goods to be returned due to the retention of title.
(4) The Purchaser shall be authorised, up until further notice pursuant to (c) below, to sell and/or process goods for which there is retention of title in the ordinary course of business. In this case, the following provisions apply:
(a) The retention of title extends to the full value of the products resulting from the further processing of or mixing or connecting with the Seller’s products, whereby the Seller shall be deemed manufacturer. If, in the case of further processing or mixing or connecting with goods of third parties, their ownership rights persist, the Seller shall acquire joint ownership in the ratio of the invoice values of the processed, mixed or connected goods. Furthermore, the same provisions apply to these resulting product as to the goods delivered subject to retention of title.
(b) The Purchaser hereby shall assign to the Seller by way of security any and all receivables from third parties resulting from the further sale of goods or generated products in total and to the extent of any joint ownership in accordance with the preceding paragraph. The Seller shall accept the assignment herewith.
(c) Apart from the Seller, the Purchaser shall remain authorised to collect the receivables. The Seller undertakes not to collect the receivables provided that the Purchaser fulfils its payment obligations, there are no problems regarding their performance capability and the retention of title has not been asserted by exercising a right in accordance with Section 7(3). However, should any of these circumstances arise, the Seller can demand that the Purchaser informs it of the assigned receivables and their debtors, provides all the information necessary for the collection of receivables, provides the relevant documentation and informs the debtors (third parties) of the assignment. In addition, the Seller shall also be entitled to revoke the Purchaser’s authorisation to resell and process the goods under the retention of title.
(5) If the realisable value of the security exceeds the receivables by more than 10%, the Seller shall release securities of its discretion at the Purchaser’s request.
(6) The Purchaser must treat the reserved goods with due care. They must adequately insure them at replacement value against fire and water damage and theft at their own expense. To the extent that maintenance and inspection work is required, the Purchaser must carry this out at their own expense in a timely manner.
(7) The Purchaser must notify the Seller in writing without undue delay if an application is filed for the opening of insolvency proceedings, or if there are third party claims to the goods (e.g. pledges). In the event of pledging of reserved goods by third parties or other interventions by third parties, the Purchaser must inform the third party in question of the Seller’s ownership. The Seller must be notified of pledges of assigned receivables in writing without delay; in addition, the Purchaser must indicate the Seller’s ownership of the receivables. Unless the third party is in a position to reimburse the Seller for legal expenses and out-of-court costs, the Purchaser shall be liable for these costs.
(8) If formal steps are required under the applicable law for enforcement of the above rights, such as registration of the delivery items, the Purchaser is obliged to inform the Seller accordingly and to duly assist with such steps. If any individual provisions of the retention of title are invalid under applicable law, a provision that approximates the invalid provision and is permissible in accordance with applicable law will be deemed to have been agreed.

Section 8 Warranty for Defects

(1) In the event of material defects and defects of title (including incorrect or incomplete deliveries, faulty assembly or inaccurate assembly instructions), the legal provisions apply with regard to the Purchaser’s rights unless otherwise agreed in the following. The special legal provisions concerning the final delivery of the unprocessed goods to a consumer remain unaffected in all cases, including where the consumer has further processed the goods (supplier recourse in accordance with Section 478 BGB). Claims arising from supplier recourse in accordance with Section 445a of the German Civil Code shall also remain unaffected. Claims arising from supplier recourse (irrespective of whether final delivery was made to a consumer) are excluded if the defective goods were further processed by the Purchaser or another entrepreneur, for example by means of installation in a different product.
(2) The basis for any claim for defects is above all based on the agreement as to the condition/quality of the goods. All product descriptions that form part of the individual contract or that the Seller has published (in particular, in catalogues or on their Internet homepage) shall be considered agreements as to the condition/quality of the goods. Insofar as an agreement as to the condition/quality of the goods has not been agreed upon, statutory regulations must be used as a basis to determine whether the goods are defective or not (Section 434(1) sentence 2 and 3 BGB and/or Section 633(2) sentence 2 and 3 BGB). However, the Seller assumes no liability for public statements issued by third parties (e.g. advertising statements).
(3) Claims for defects on the part of the Purchaser shall require the Purchaser to have fulfilled its statutory inspection and notification obligations (Sections 377 and 381 HGB (German Commercial Code)). Should a defect become apparent at the time of delivery, inspection or at a later time, notification must be provided in writing and without undue delay. In any case, obvious defects must be reported in writing within five working days of delivery, and defects that cannot be discovered during the course of a normal visual inspection must be reported in writing within the same period of time after their discovery. The notification of defects for a partial delivery does not also constitute notification regarding the entire delivery, even if the affected product was manufactured in the same production batch. If the Purchaser fails to correctly inspect the goods and/or provide notification of defects in due time, the Seller´s liability for the unreported, or improperly or untimely reported defect, shall be excluded in accordance with the statutory provisions.
(4) If the delivered goods or the work performed are defective, the Seller may initially decide whether it wishes to provide supplementary performance by remedying the defect (rectification of defects) or by supplying a defect-free item (replacement delivery). The Seller´s statutory right to refuse supplementary performance in accordance with legal requirements remains unaffected.
(5) The Seller shall be entitled to make the supplementary performance owed dependent on the Purchaser paying the purchase price due or the remuneration due. However, the Purchaser shall be entitled to retain a reasonable portion of the purchase price or the remuneration in proportion to the extent of the defect.
(6) The Purchaser shall allow the Seller the necessary time and opportunity to provide supplementary performance and shall in particular hand over the goods in question for inspection purposes. In the event that a replacement delivery is provided, the Purchaser must return the defective goods in accordance with the legal provisions.
(7) Should the supplementary performance fail or a reasonable grace period for supplementary performance set by the Purchaser expires unsuccessfully or is not required under the terms of the legal provisions, the Purchaser may withdraw from the contract or reduce the purchase price. However, this right to withdraw does not exist in the case of an insignificant defect.
(8) The assertion of claims from supplier recourse shall be limited to sixty-two (62) months after delivery of the goods to the Purchaser.
(9) Also in the case of defects, the Purchaser’s claims for damages or reimbursement of incurred expenses shall only be granted in accordance with Section 9, and are otherwise excluded.

Section 9 Liability

(1) Each contractual party shall only be liable, irrespective of the legal reason, for damages caused by the culpable violation of an essential contractual obligation, i.e. an obligation the violation of which jeopardizes the achievement of the purpose of the contract and/or the fulfilment of which enables the proper execution of the contract and on which the contractual parties can regularly rely (cardinal obligation). Liability shall be limited to the damage typical for the contract, the occurrence of which each contractual party should have anticipated on the basis of the circumstances known to them upon conclusion of the contract.
(2) The limitations of liability specified in paragraph (1) shall not apply to damages caused by:
1.  Fraudulent intent, malicious intent or gross negligence
2.  Damages resulting from injury to life, limb or health
3.  The acceptance of a guarantee
4.  Any claims based on the German Product Liability Act (ProdHaftG).

Section 10 Form

All agreements that include a change, addition or specification of the contractual terms, as well as particular assurances, guarantees and stipulations, shall be composed at least in text form.

Section 11 Governing Law, Arbitration

(1) With regard to all legal relationships from their contractual relationship, the Parties agree that the law of the Federal Republic of Germany shall apply to the exclusion of international uniform law, in particular the UN Sales Convention.
(2) Insofar as the Purchaser is a merchant within the meaning of the commercial code, legal entity under public law or special public asset, all disputes arising out of or in connection with a contract based on these Terms and Conditions shall be settled, if possible, by friendly negotiation and in good faith by the parties. The same applies if the Purchaser is an entrepreneur. However, either party shall be entitled to finally resolve the dispute under the Rules of Arbitration of the International Chamber of Commerce (ICC) by one or more arbitrators appointed in accordance with these Rules. The place of arbitration shall be the capital city of the country in which the Purchaser has its registered office. The language of the arbitration shall be English. An arbitration award shall be final and binding on each party. However, the judicial dunning procedure remains admissible. If the dunning procedure turns into litigation, this will take place before the ordinary court at the registered office of the Seller.

Version: July 2023