General Terms and Conditions of Business and Delivery for Hardware and Software
1. Validity of the general terms and conditions of the company SECTOR NORD AG,
Edewechter Landstraße 123, D-26131 Oldenburg, Germany
These general terms of business and delivery apply to all contracts concluded between the company and the buyer as well as all other agreements which are made in the context of the business relationship. A contract is only formed with entrepreneurs, legal entities under public law or special funds under public law in the in accordance with § 310 paragraph 1 BGB (German Civil Code). The customer must declare their status when concluding the contract. General terms and conditions of the customer shall expressly not become part of the contract, even if they are not expressly contradicted by the company. The registered office of the customer must be a valid address in the EU or in Switzerland. Without such an address, no contract shall be formed. In the event that the customer does not wish to accept the following general terms and conditions of business and delivery, they must notify the company in writing beforehand.
2. Sales law, terms of payment and prices
All contracts and the entire legal relations of the parties are subject to the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). All invoices of the Company are payable within ten days of the invoice date. The date of receipt of payment by the Company shall be decisive. In the event of default, the Company shall be entitled to withhold further deliveries and services. In the event of default default of payment, the Company shall be entitled by law to charge interest at a rate of 8% above the respective applicable base interest rate.
All prices are exclusive of the respective statutory value added tax. The Company shall be entitled to make partial deliveries. Unless otherwise agreed in writing, service quotas shall be invoiced on the date of the order. The term of service quotas shall end, unless otherwise agreed in writing, by the end of the financial year. (as of 30 June each year) of SECTOR NORD AG. 3.
3. Delivery and dispatch
All offers are subject to change. Delivery shall only be made while stocks last. All delivery dates stated by the company are non-binding delivery dates unless a delivery date has been expressly agreed in writing. If the buyer requests changes or additions to the order after the order has been placed, or if other circumstances arise which make it impossible for the Company to meet the delivery date, the delivery date shall be postponed by a reasonable period.
If the Company is prevented from fulfilling the contract on time, e.g. due to due to procurement, manufacturing or delivery disruptions at the Company or at its suppliers, the general principles of law shall apply with the proviso that the customer may set a grace period of six weeks after the expiry of one month.
If the non-observance of a binding delivery date is demonstrably due to mobilisation, war, riots, strike, or lockout or to other circumstances for which the company is not responsible, then the delivery period shall be reasonably extended. The customer may withdraw from the contract if he grants the company a reasonable an appropriate period of grace after the expiry of the extended period. The withdrawal must be made in writing, if the Company does not perform within the grace period. If the Company is unable to fulfil the contract for the aforementioned reasons, the Company shall be released from its obligation to deliver.
The costs of dispatch and transport insurance shall in principle be borne by the customer, whereas the choice of the dispatch route and the mode of dispatch shall be at the discretion of the Company.
The Customer shall be obliged to inspect the goods immediately upon arrival and to notify the Company in writing of any obvious transport damage as well as any damage to the packaging without delay. The same applies to concealed damage. If the Company loses its claims against the insurance company or the subcontractor due to the omission of this obligation, the Customer shall be liable for all costs resulting from this breach of obligation. The risk shall pass to the Client as soon as the goods leave the factory or the warehouse of the Company.
4. Retention of title
Delivered hardware shall remain the property of the Company until full payment of all claims from the business relationship with the Customer in principal and ancillary matters. The Customer shall be obliged to properly insure the goods subject to the Company's retention of title (i.e. theft, fire, water and low voltage insurance) and to provide the Company with evidence of such insurance upon request.
In the event of a damage, the Client's insurance claim shall be deemed to have been assigned to the Company. The client is not authorised to dispose of the goods subject to retention of title. In the event of seizure or confiscation, the Client shall inform the Company in writing without in writing without delay and shall inform third parties of the Company's retention of title in an appropriate form without delay. In the event that the Customer nevertheless sells the deliverables and the Company should approve this, the Customer shall assign to the Company all claims against its customers upon conclusion of the contract. The customer is to provide the Company with all information necessary to assert these rights and to and to perform the necessary acts of cooperation.
5. Limitation of liability
The Company shall be liable for intent and gross negligence in accordance with the statutory provisions. In the event of negligence, the Company shall only be liable if an essential contractual obligation (cardinal obligation) is breached or a case of delay or impossibility exists.
In the event of liability arising from slight negligence, this liability shall be limited to such damages as are foreseeable or typical. Liability for the absence of guaranteed characteristics, due to fraudulent intent, for personal injury, defects of title, under the Product Liability Act and the Federal Data Protection Act shall remain unaffected.
In the event of a claim against the Company under warranty or liability, contributory negligence on the part of the Customer shall be taken into account appropriately, in particular in the event of insufficient error messages or insufficient data backup.
Insufficient data protection shall be deemed to exist in particular if the customer has neglected to take appropriate precautions against external influences, in particular against computer viruses and other phenomena, which could endanger individual data or an entire database, by means of appropriate, state-of-the-art security measures.
6. Warranty for Hardware
The Company warrants that the goods shall not be defective in any way that would impair the value or the suitability for the usual or for the use required under the contract. The Company and the Customer agree that statements and descriptions of both hardware and software contained in the manual and / or the price list do not constitute a warranty of specific characteristics. The warranty period is twelve months and begins on the day of delivery. If the Customer is a consumer in accordance with the German Civil Code, the warranty period shall period shall be two years from the date of delivery of the goods. During the warranty period, the customer shall immediately notify the company in writing of any defects occurring.
The warranty does not include the removal of defects caused by normal wear and tear, external influences or operating errors, external influences, or operating errors. The warranty shall not apply if the Customer modifies devices, elements or additional equipment themself or has them modified by third parties without the Company's consent, unless the Customer provides full proof that defects in question have not been caused in whole or in part by such modifications and that the caused in whole or in part by such alterations and that the rectification of the defects is not is not impeded by the change. If the notice of defect proves to be justified, the Customer shall set the Company a reasonable deadline for subsequent performance. The Client shall inform the Company of the type of subsequent performance - improvement of the delivered item or delivery of a new, defect-free item.
The Company shall, however, be entitled to refuse the chosen supplementary performance if it can only be carried out at disproportionate cost to the Company and if the other type of subsequent performance would not entail any considerable disadvantages for the customer. The Company may also refuse to remedy the defect if it can only be remedied at disproportionately high cost.
In order to carry out subsequent performance for the same defect or a defect directly related defect, the Company shall be entitled to two attempts within the period set by the customer. After the second failed attempt at subsequent performance, the customer may withdraw from the contract or reduce the purchase price. The right of withdrawal or reduction may already be exercised after the first unsuccessful attempt at subsequent performance, if a second attempt is not the Customer cannot reasonably be expected to accept a second attempt within the set period. If the subsequent performance was the above-mentioned conditions, the Customer shall be entitled to exercise the right of right to reduce the purchase price or withdraw from the contract immediately. Withdrawal due to an insignificant defect is excluded.
If the Customer has made a warranty claim against the Company and it is found that either there is no defect or that the alleged defect does not oblige the Company to provide a warranty, the Customer shall reimburse the Company for all expenses incurred by the Company if the Customer is responsible for the Company's claim due to gross negligence or wilful misconduct. The delivery of an operating manual in English is permissible if subject matter of the contract has not yet been fully localised for the respective market. The same applies if the subject matter of the contract is generally only available in English.
7. Warranty for software
The Customer shall inspect the software immediately after delivery and notify the seller immediately of any obvious defects in writing. The Company warrants for a period of twelve months from the date of delivery that the Software will substantially conform in its operation to the program description in the accompanying written material. If the Customer is a consumer in accordance with the German Civil Code, the warranty period shall be two years from delivery. If a defect occurs, the defect and its manifestation must be described in detail in a written notice of and its form of appearance in such detail that it is possible to check the defect (e.g. submission of error messages) and that an operating error can be ruled out (e.g. details of the work steps) is possible.
If the notice of defect proves to be justified, the Customer shall set the Company a reasonable deadline for supplementary performance. The Customer shall inform the Company of the type of supplementary performance and/or improvement of the delivered item or delivery of a new, defect-free item.
The Company shall, however, be entitled to refuse the chosen supplementary performance if it can only be carried out at disproportionate cost to the Company and if the other type of supplementary performance would not entail any significant disadvantages for the Customer. The Company may also refuse supplementary performance altogether if it can only be carried out at disproportionate cost to the. The Company shall be entitled to two attempts within the period set by the Customer to carry out supplementary performance for the same or a directly related defect. After the second failed attempt at supplementary performance, the Customer may withdraw from the contract or reduce the purchase price.
The right of withdrawal or reduction may already be exercised after the first unsuccessful attempt at supplementary performance, if a second attempt is the Customer cannot reasonably be expected to accept a second attempt within the set period. If the supplementary performance was the above-mentioned conditions, the Customer shall be entitled to exercise the right to reduce the purchase price or withdraw from the contract immediately. Withdrawal due to an insignificant defect is excluded. If the Customer has made a warranty claim against the Company and it subsequently transpires that either there is no defect or that the alleged defect is not covered by the warranty, the Customer shall, to the extent that the Customer has caused the Company's claim to arise through gross negligence or wilful misconduct, reimburse the Company for all costs incurred by the Company.
No liability shall be assumed for the software being suitable for the Customer's purposes and being purposes and that it will work with the user's existing software. The delivery of manuals and documentation beyond the written material/programme description delivered with the software and the user guidance and/or online help implemented in the software, or instruction, shall only be owed if this has been expressly agreed in writing between the parties.
In the event of such an explicit agreement, requirements as to the content, language and scope of a manual and / or documentation to be expressly supplied shall not be made and the supply of a quick reference guide shall be sufficient unless the parties have agreed further specifications in writing. The delivery of an operating manual in English is permissible if the subject matter of the contract has not yet been fully localised for the respective market. The same applies if the subject matter of the contract is generally only available in an English-language version.
The Company and the Customer undertake to keep confidential all business and trade secrets of the other party for an unlimited period and not to disclose them to third parties or exploit them in any way. The documents, drawings and other information received by the other party as a result of the business relationship may only be used by the other party within the scope of the respective purpose of the contract.
9. Evidence clause
Data stored in electronic registers or otherwise in electronic form at the Company shall be considered admissible evidence for the proof of data transfers, contracts and executed payments between the parties.
10. Proprietary rights
Without the express permission of the Company, the purchaser is not permitted to export the goods Company to be exported to countries outside the EC. In addition, the buyer shall export regulations, in particular those according to the German Foreign Trade and Payments Ordinance and, if applicable, regulations under US law.
The Buyer acknowledges that the resale of any products imported from the United States of America is The Purchaser agrees that it will not export or re-export, directly or indirectly, any products, information or documentation imported from the U.S.A into any country or to any end user without first obtaining the necessary consent from the relevant authority. The consent of the U.S. Department of Commerce, Division of Export Administration, or its equivalent, is required. The same applies to all uses by the end user that are restricted by US regulations.
These provisions refer in particular to countries for which restrictions apply, which are currently all countries that have been subject to a current export embargo or similar by BAFA.
End users to whom restrictions apply are:
any end user that the purchaser knows or has reasonable grounds to suspect is using the products imported from the U.S. are intended for use in the design, development, or production of missiles or in missile technology, in connection with nuclear weapons or in or used in chemical and biological weapons;
End-use to which restrictions apply:
Any use of products imported from the USA in connection with the design, development or production of missiles or missile technology, in connection with nuclear weapons or weapons technology, or for chemical and biological weapons.
Should individual provisions of these General Terms and Conditions be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. Rather, the invalid provisions shall be replaced by the provision that comes closest to the intended purpose. No ancillary agreements have been made.
Amendments to the contract shall only be effective if they are confirmed in writing. The Customer may assign its rights arising from a business relationship with the Company only with the written consent of the Company. The Customer is only entitled to set-off against the purchase price claim with recognised or legally established counterclaims. The place of performance and exclusive place of jurisdiction and for all disputes arising from all contracts is Oldenburg, Germany.
German law shall apply exclusively.
Oldenburg, April 2023