Terms & Contitions

General terms and conditions of endiso GmbH, Europa-Allee 12, 54343 Föhren/Germany, hereinafter also referred to as "seller". With the announcement of these terms and conditions, all previous terms and conditions lose their validity.

The following general terms and conditions apply exclusively to all contracts, deliveries and other services, including consulting services, for which endiso GmbH provides services for other persons. Conflicting conditions, in particular general terms and conditions of the buyer or client (the respective contractual partner of endiso GmbH is referred to as "buyer" in the following) do not become part of the contract, even if endiso GmbH executes a contract without expressly contradicting such conflicting conditions. Subsidiary agreements and supplements to the contract are legally ineffective unless they are confirmed in writing by the seller.

Offers from the "seller" are always non-binding. Conclusion of contracts and other agreements only become legally binding after written confirmation by the seller. Insofar as sales employees or sales representatives make verbal side agreements or justify liability obligations that go beyond the written purchase contract, these always require written confirmation by the seller's management. In case of doubt, the written offer or the written order confirmation from endiso GmbH are decisive for the content of the contract. Unless otherwise agreed in writing, the documents belonging to the offer, such as illustrations, drawings, weight and measurement specifications, are only approximate. Minor deviations remain reserved. Cost estimates can be 15% higher or lower.

4.1

The delivery periods and dates specified in the contract are only binding if they are expressly designated as binding by the seller in writing. Agreed delivery times are always exclusive of the transport time.

4.2

In cases where the seller is waiting for cooperation/information from the buyer or is hampered in the execution of the order by circumstances of force majeure or other circumstances through which he is not responsible, the agreed delivery periods or dates shall apply for the duration of the hindrance and a reasonable start-up time after the end of the disability as extended. The seller's delivery and service obligations do not apply if the buyer for his part does not fulfill his obligations in a timely and proper manner. Partial deliveries are permitted to a reasonable extent.

Shipping and Passing of Risk

Unless otherwise agreed in writing, the shipping route and means are at the discretion of the seller. The goods will be insured at the expense of the buyer, unless otherwise agreed in writing in individual cases. The buyer bears postage costs. If the buyer is an entrepreneur and the shipment is delayed at the request or through the fault of the buyer, or if the goods are ready for shipment and the shipment or acceptance is delayed for reasons for which the seller is not responsible, the goods will be stored at the expense and risk of the buyer. In this case, notification of readiness for dispatch is equivalent to dispatch. For the rest, the risk passes to the buyer as soon as the goods have been handed over to the carrier or have left the seller's warehouse for the purpose of shipment or, in the case of direct delivery, the warehouse of the sub-supplier, regardless of whether the shipment is made from the place of performance and who bears the freight costs. If the buyer is a consumer, the risk passes to him when the goods are handed over.

The packaging will be charged separately. Packaging, protection and means of transport will not be taken back unless otherwise agreed in writing.

7.1

The prices are always exclusive of VAT at the statutory rate. If the goods sold are subject to price maintenance, increased/additional taxes, customs duties, other levies or charges after the conclusion of the contract, the seller is entitled to withdraw from the contract from the day the new provision comes into force or in the event that the delivery is later than four weeks after the conclusion of the contract, to adjust the price accordingly. In principle, payment by cash on delivery is agreed. Deliveries with a different payment term or by invoice are subject to a written agreement in individual cases. Unless expressly agreed otherwise, payments are due within ten days of invoicing without deduction. Part deliveries and partial services may be invoiced separately. A payment is only deemed to have been made when the amount due has been credited to the seller's bank account. The same applies to cashing checks. The seller only accepts discountable and properly taxed bills of exchange as payment if there is a corresponding agreement. Credits for bills of exchange and checks are made (subject to receipt) less expenses with the value date of the day on which the seller can dispose of the equivalent value.

7.2

If payment is delayed and other serious circumstances become known, such as the commencement of settlement negotiations, etc., which may call into question the buyer's creditworthiness, all of his payment obligations are deemed to be due immediately. In addition, the seller can refuse to fulfill delivery obligations entered into until the due claims have been settled and advance payments or security have been provided for the outstanding deliveries.

7.3

In the event of a delay in payment, the seller is entitled to charge interest on arrears in the amount of 5% above the base interest rate according to § 247 paragraph 1 BGB. If the buyer is an entrepreneur, the interest on arrears is 8 percentage points above the base interest rate in accordance with Section 247, Paragraph 1 of the German Civil Code. In addition, the seller is entitled to demand an amount of €5.00 for each reminder during the delay. Special conditions granted to the buyer are no longer valid in the event of a default in payment. Any counterclaims of the buyer disputed by the seller may not be set off unless these claims of the buyer have been legally established. A right of retention is excluded if the counterclaim is not based on the same contractual relationship. Insofar as payments are withheld by the buyer due to notification of defects, the withholding may only take place to a reasonable extent in relation to the alleged defects.

8th.

8.1

The seller retains ownership of the delivered goods until the purchase price has been paid in full. In the case of goods that the seller obtains from him as part of his commercial activity, the seller retains ownership until all of his claims against the buyer from the business relationship, including future claims, including from contracts concluded at the same time or later, have been settled. This also applies if individual or all of the seller's claims have been included in a current account and the balance has been drawn or acknowledged. In the event of breaches of important contractual obligations, in particular in the event of default in payment, the seller is entitled to withdraw from the contract and to take back the goods without setting a deadline. In the event of attachments or other interventions by third parties, the buyer must inform the seller immediately in writing.

8.2

The buyer is entitled to resell the goods in the ordinary course of business, provided that the claims from the resale are transferred to the seller as follows: The buyer hereby assigns to the seller all claims with all ancillary rights that he has against the customer from the resale or against third parties, regardless of whether the reserved goods are resold without or after agreement. The buyer is authorized to collect these claims even after the assignment. The seller's authority to collect the claims himself remains unaffected by this, but the seller undertakes not to collect the claims as long as the buyer duly fulfills his payment obligations. The seller can demand that the buyer informs him of the assigned claims and their debts, provides all the information required for collection, hands over the associated documents and informs the debtor of the assignment. If the goods are resold together with other goods that do not belong to the buyer, the buyer's claim against the customer in the amount of the delivery price agreed between the seller and buyer is deemed assigned.

8.3

The seller undertakes to release the securities to which he is entitled insofar as their value exceeds the claims to be secured, insofar as these have not yet been settled, by more than 20%.

8.4

The further assignment of the claims assigned to the seller in accordance with Section 8.2 is excluded without the consent of the seller. This also applies to sales to and collection by a factor. The seller will give his consent to factoring if the factor ensures that the payments due for the goods subject to retention of title are forwarded directly by the factor to the seller up to the amount invoiced by the seller for these goods. If claims to be assigned to the seller have already been assigned to a factor, the buyer has no right to resell the reserved goods and to collect the claim until a payment agreement has been reached with the factor about the direct transfer of the amount to be claimed by the seller within the meaning of the previous sentence has been.

9.1

The buyer shall cooperate in the fulfillment of the order to the extent required free of charge by providing, for example, employees, work rooms, hardware and software, data and telecommunications equipment for the purpose of fulfilling the order. The buyer is responsible for backing up his data according to the state of the art. In the absence of an express written notice, the Seller's employees can always assume that all data with which they may come into contact is secure. The buyer bears the disadvantages and additional costs resulting from a breach of these obligations.

9.2

The seller is only liable for defects, subject to the liability according to clause 10, as follows:

9.2.1

The buyer must immediately inspect the goods at the destination. He will notify the seller in writing of any defects immediately, but no later than one week after delivery of the goods, with a precise description of the problem and all information useful for troubleshooting (obligation to give notice of defects according to § 377 HGB).

9.2.2

If the complaint is justified, the seller will provide a warranty through repair of defective goods or replacement delivery. If the buyer is an entrepreneur, the seller determines the appropriate type of supplementary performance. The buyer must grant the seller the necessary time and opportunity to remedy the defect, in particular to make the object of complaint and a copy of the delivery note/invoice available to the seller at his own expense and risk. If the buyer is a consumer, the supplementary performance modalities are based on the special statutory provisions.

9.2.3

The seller is entitled to make two attempts at rectification or a replacement delivery, unless there are circumstances that make the second attempt at rectification unreasonable for the customer. If these attempts at supplementary performance fail, the buyer is entitled to demand a reduction in the agreed price or, at his option, cancellation of the contract. The buyer, who is an entrepreneur, is only entitled to these rights within a period of one year (for consumers as buyers: two years) after delivery of the goods. The seller is not liable for the consequences of modifications or repairs carried out by the buyer or third parties.

9.2.4

The above warranty applies in particular to in-house computer systems. The prerequisite is that the warranty seal applied is unbroken. If hardware, operating systems and other software are purchased at the same time, these are not considered to be sold together. The place of fulfillment is the registered office of the seller. Wear parts such as print heads, ribbons, daisy wheels, etc. are not covered by the guarantee. Improper use, storage and handling of devices, unauthorized attacks and the opening of devices lead to the loss of claims. The seller is not responsible for normal wear and tear.

The liability of the seller is based exclusively on the agreements made in the previous section. Claims for damages by the buyer are excluded, unless the damage is due to intentional or grossly negligent action by the seller or one of his vicarious agents, or it is a matter of damage to life, limb or health, for which the seller is the causal factor responsible for breach of duty. Any liability is limited to the damage foreseeable upon conclusion of the contract. A limitation period of one year applies to all claims against the seller for damages or reimbursement of wasted expenses, except in cases of intentional damage or personal injury in the sense mentioned above.

11.

The seller is entitled to process the data received about the buyer in relation to the business relationship or in connection with this, regardless of whether it originates from the buyer himself or from third parties, within the meaning of the Federal Data Protection Act. This note replaces the notification in accordance with the Federal Data Protection Act that personal data about the customer is stored and processed by EDP.

12.

Place of performance and exclusive place of jurisdiction for deliveries and payments (including actions on checks and bills of exchange) as well as all disputes arising between the parties is Wittlich as the competent court at the registered office, insofar as the buyer is a merchant, a legal entity under public law or a special fund under public law of the seller. The law of the Federal Republic of Germany is exclusively applicable to the contractual relationships between the seller and the buyer, excluding the UN Sales Convention. Should individual provisions be ineffective, the contracting parties undertake to practice a permissible regulation that comes closest to the documented will of the parties. If this is not ascertainable, the legal regulation applies.

13.

Insofar as programs are part of the scope of delivery, the buyer is granted a simple, unrestricted right of use, i.e. he may neither copy them nor allow others to use them. A multiple right of use requires a special written agreement. If these rights of use are violated, the buyer is fully liable for the resulting damage.

We would like to point out that the delivered goods may only be exported with prior official approval. The Federal Office for Official Economy, Eschborn/Taunus, issues binding information related to exports. The declarations of consent must be obtained by the buyer at his own expense and risk before the goods are shipped.