Allgemeine Geschäftsbedingungen
§1 Scope
These terms and conditions of sale apply exclusively to entrepreneurs, legal entities under public law, or special funds under public law as defined in § 310 paragraph 1 of the German Civil Code (BGB). We do not recognize any terms and conditions of the purchaser that conflict with or deviate from our terms of sale unless we expressly agree to their validity in writing.
These terms and conditions also apply to all future transactions with the purchaser, provided they are of a similar nature. (As a precaution, these terms should always be attached to the order confirmation.)
§2 Offer and Conclusion of Contract
Offers made by Systemhaus Sauerland UG GmbH & Co. KG are non-binding and subject to change.
If an order is considered an offer according to § 145 BGB, we may accept it within two weeks.
Orders are accepted in writing, by email, by telephone, or in person. A written confirmation is only provided upon the customer’s explicit request. The same applies to additions, modifications, or side agreements. In the case of immediate or short-term delivery or service, the invoice may serve as confirmation.
A contract is concluded upon acceptance of the order by Systemhaus Sauerland GmbH & Co. KG.
The contractor commits to diligent and careful work. A guarantee of success is excluded due to the wide range of possible configurations in computer systems and the associated potential issues.
Due to the complexity of the problems and the nature of hardware and software, we generally cannot provide binding estimates regarding the time required for an order. All such indications are approximate.
§3 Provided Documents
We reserve ownership and copyright of all documents provided to the purchaser in connection with the order, such as calculations, drawings, etc. These documents must not be made accessible to third parties unless we give the purchaser our express written consent.
§4 Prices and Payment
Additional deliveries and services, especially goods, replacement parts, consumables, accessories, and other components, will be charged separately.
All costs, especially expenses for hardware or software that are essential for proper contract fulfillment or explicitly agreed upon with the client, must be borne directly by the client. The contractor will only make advance payments for hardware or software expenses upon separate agreement.
§5 Rights of Retention
The purchaser is only entitled to exercise a right of retention if their counterclaim is based on the same contractual relationship.
§6 Delivery Time
The start of the delivery time we specify requires the timely and proper fulfillment of the purchaser’s obligations. The defense of non-performance of the contract remains reserved.
If the purchaser delays acceptance or culpably violates other cooperation obligations, we are entitled to claim compensation for any resulting damages, including additional expenses. Further claims remain unaffected. In such cases, the risk of accidental loss or deterioration of the goods passes to the purchaser at the time they fall into default of acceptance or debtor’s delay.
In the event of delivery delays not caused by intent or gross negligence, we are liable for each completed week of delay with a lump-sum compensation of 3% of the delivery value, but no more than 15% of the delivery value.
Further statutory claims and rights of the purchaser due to delivery delays remain unaffected.
If deadlines are not met due to force majeure, such as mobilization, war, riots, terrorism, environmental disasters, or similar events (e.g., operational disruptions, shortages of labor, energy, or raw materials, strikes, lockouts, transport disruptions, or official orders), the deadlines will be extended appropriately.
§7 Transfer of Risk in Case of Shipment
If the goods are shipped at the purchaser’s request, the risk of accidental loss or deterioration of the goods passes to the purchaser upon dispatch, at the latest when the goods leave the factory/warehouse. This applies regardless of whether the shipment is made from the place of performance or who bears the freight costs. This also applies if Systemhaus Sauerland GmbH & Co. KG carries out the shipment itself.
§8 Offsetting and Refunds
Offsetting and refunds are excluded unless the offsetting claim is undisputed or legally established.
§9 Software Development
Our range of services also includes custom software solutions. These may include the development of problem-oriented application software, complete system planning, operating system migration, database development, and more. The details of the development must be documented in writing, either in a specification sheet or an equivalent document, including any written amendments, which automatically become part of the contract.
The customer receives a simple, unlimited, and non-transferable right to use the software developed by us. This means the software may not be used simultaneously in different locations or on multiple devices. Copies may only be made for backup purposes and must not be shared with third parties. A multiple-use license must be agreed upon separately in writing.
The customer may only transfer their usage rights to a third party with the consent of Systemhaus Sauerland GmbH & Co. KG, and the third party must be explicitly informed of these conditions. Upon transfer of usage rights, all rights of use held by the original customer expire. Any copies made must be destroyed immediately.
Reverse engineering (decompilation) of our programs, as well as any other form of modification or editing by the customer or a third party, is prohibited. Copyrights to source code, development documentation, and similar materials remain fully with us.
Notices of our copyrights, such as those on data carriers or documentation, must not be removed, altered, or obscured.
The customer has no entitlement to receive the source code.
§10 Retention of Title
We retain ownership of the delivered goods until full payment of all claims arising from the delivery contract. This also applies to all future deliveries, even if we do not explicitly refer to this in every case. We are entitled to reclaim the goods if the purchaser acts in breach of contract.
Until ownership has transferred to the purchaser, they are obligated to handle the goods with care. In particular, they must insure the goods at their own expense against theft, fire, and water damage at replacement value. If maintenance and inspection work is required, the purchaser must carry this out in a timely manner at their own expense.
Until ownership has transferred, the purchaser must notify us immediately in writing if the delivered item is seized or subject to other third-party interventions. If the third party is unable to reimburse us for the judicial and extrajudicial costs of a legal action pursuant to § 771 ZPO, the purchaser is liable for the loss incurred.
The purchaser is entitled to resell the goods subject to retention of title in the ordinary course of business. The purchaser hereby assigns to us all claims against the buyer arising from the resale of the goods in the amount of the final invoice value agreed with us (including VAT). This assignment applies regardless of whether the goods were resold without or after processing. The purchaser remains authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the purchaser meets their payment obligations from the collected proceeds, is not in default, and no application for insolvency proceedings has been filed or payment has been suspended.
Processing or transformation of the goods by the purchaser is always carried out on our behalf. In this case, the purchaser’s expectant right to the goods continues with the transformed item. If the goods are processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the objective value of our goods to the other processed items at the time of processing. The same applies in the case of mixing. If the mixing is done in such a way that the purchaser’s item is considered the main item, it is agreed that the purchaser transfers co-ownership to us proportionally and holds the sole or co-ownership in safekeeping for us.
To secure our claims against the purchaser, the purchaser also assigns to us any claims arising from the combination of the goods subject to retention of title with real property against a third party; we hereby accept this assignment.
We undertake to release the securities to which we are entitled at the purchaser’s request to the extent that their value exceeds the claims to be secured by more than 20%.
§11 Handling of Third-Party Warranties
Warranties are performance promises made by the manufacturer to the customer and therefore do not constitute any obligation on our part. The customer is responsible for fulfilling the conditions necessary to claim warranty benefits at their own expense. This includes, in particular, the costs of transport to and from the manufacturer, assembly and disassembly, and, if applicable, the cost of a replacement device.
We are expressly willing to carry out the aforementioned tasks on behalf of the customer. This requires a separate service agreement from the customer, which is subject to a fee.
§12 Warranty and Notification of Defects / Recourse Against Manufacturer
Warranty rights of the purchaser require that they have properly fulfilled their inspection and complaint obligations in accordance with § 377 of the German Commercial Code (HGB).
Claims for defects expire 12 months after delivery of the goods supplied by us to the purchaser. For claims for damages due to intent or gross negligence, or for injury to life, body, or health resulting from intentional or negligent breach of duty by the supplier, the statutory limitation period applies.
If, despite all due care, the delivered goods have a defect that was already present at the time of the transfer of risk, we will, subject to timely notification of defects, at our discretion either repair the goods or deliver a replacement. We must always be given the opportunity to remedy the defect within a reasonable period.
If the remedy fails, the purchaser may—without prejudice to any claims for damages—withdraw from the contract or reduce the payment.
Claims for defects do not exist in the case of only minor deviations from the agreed quality, minor impairment of usability, natural wear and tear, or damage occurring after the transfer of risk due to improper or negligent handling, excessive strain, unsuitable operating materials, or special external influences not assumed under the contract. If improper repair or modifications are carried out by the purchaser or third parties, no claims for defects exist for these and the resulting consequences.
Claims by the purchaser for expenses necessary for the purpose of remedying defects—especially transport, travel, labor, and material costs—are excluded if the expenses increase because the goods delivered by us were subsequently moved to a location other than the purchaser’s place of business, unless the relocation corresponds to the intended use of the goods.
Recourse claims of the purchaser against us exist only to the extent that the purchaser has not made any agreements with their customer that go beyond the legally mandatory defect claims. Paragraph 6 applies accordingly to the scope of the purchaser’s recourse claim against the supplier.
§13 Prohibition of Assignment
The assignment of claims against Systemhaus Sauerland GmbH & Co. KG to third parties is excluded unless Systemhaus Sauerland GmbH & Co. KG has given written consent. Any consent applies only to the specific case.
§14 Data Protection
All data is stored electronically and/or manually in accordance with statutory data protection regulations and processed in compliance with the Data Protection Act.
If we are commissioned with software development, we commit to using all data provided to us by the customer for testing purposes solely for that development.
§15 Miscellaneous
This contract and all legal relationships between the parties are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
The place of performance and exclusive jurisdiction for all disputes arising from this contract is our business location, unless otherwise stated in the order confirmation.
All agreements made between the parties for the execution of this contract are documented in writing in this contract.
The invalidity of one or more provisions of these General Terms and Conditions or any other agreement between the parties does not affect the validity of the remainder of the contract. The contracting parties undertake to replace or supplement any invalid provision with a valid individual agreement that most closely reflects the economic intent of the original provision. The same applies in the case of any regulatory gaps. The validity of the remaining provisions remains unaffected.
Effective as of: November 23, 2018