General Terms and Conditions of Business
Scope of application
For all deliveries and services of LAN IT 24 GmbH, in addition to the respective individual agreements, these terms and conditions shall apply exclusively, also for follow-up orders, without the need for any further express reference. Deviating terms and conditions of a customer shall only become part of the contract if they have been accepted in writing by LAN IT 24 GmbH. The execution of a customer order does not imply the acceptance of the customer’s terms and conditions.
Conclusion of contract
The conclusion of a contract with the customer shall not come into effect until LAN IT 24 GmbH has issued a written order confirmation. The order confirmation by LAN IT 24 GmbH and the specifications contained therein determine the content and execution of the contract. Deliveries are made in accordance with the manufacturer’s specifications current at the time of conclusion of the contract.
If there are doubts as to the customer’s ability to pay, LAN IT 24 GmbH may make the performance of deliveries and services dependent on the advance payment of the contract sum or a security deposit. If the customer fails to comply with a corresponding request by LAN IT 24 GmbH within a reasonable period of time, LAN IT 24 GmbH is entitled to withdraw from the contract in whole or in part or to assert further claims.
Work performances shall be rendered in accordance with the agreed performance specifications. LAN IT 24 GmbH is responsible for the result.
The performance specification shall contain the conditions of execution, the performance characteristics, the scheduled dates and the conditions of acceptance. The customer shall ensure that acceptance takes place immediately after handover. Insignificant deviations from the agreed scope do not entitle the customer to refuse acceptance.
Services serve solely to advise and support the customer. The exact scope shall be set out in a service description. Services do not guarantee the achievement of a certain success.
Delivery and service dates
Delivery and service dates are non-binding unless they are expressly designated as binding in the order confirmation. Time specifications are made in accordance with the anticipated performance capacity of LAN IT 24 GmbH, subject to unforeseen circumstances and events, the occurrence of which, including those of manufacturers and upstream suppliers, will result in a reasonable extension of the delivery and performance times.
In the event of default by LAN IT 24 GmbH, the customer may refuse performance of the contract and withdraw from the contract or claim damages in the event of intent or gross negligence after expiry in vain of a grace period of 4 weeks, provided that LAN IT 24 GmbH was expressly threatened with refusal of performance of the contract by the customer when setting the grace period. Claims for damages against LAN IT 24 GmbH due to simple negligence are excluded. If LAN IT 24 GmbH is not responsible for exceeding the delivery and performance times, in particular in case of delay due to force majeure, LAN IT 24 GmbH may withdraw from the contract. Claims for damages by the customer are excluded.
Prices and terms of payment
If no separate price has been agreed, invoicing shall be based on the prices generally fixed by LAN IT 24 GmbH on the date of the order confirmation. All prices are exclusive of value-added tax or other statutory charges as well as any necessary costs for packaging, shipping, transport and transport insurance.
Payments are due after agreement and invoicing without any deductions. Checks are accepted on account of performance. The handing over of bills of exchange is excluded. Transfer and collection costs shall be borne by the customer. In the event of default in payment, LAN IT 24 GmbH is entitled to charge default interest at a rate of 4% above the default interest rate. LAN IT 24 GmbH reserves the right to assert further claims. The customer may not offset counterclaims of LAN IT 24 GmbH.
Transfer of risk and place of performance
In the case of shipment of goods, the statutory provisions governing the sale of goods by shipment shall apply.
Place of performance is Offenbach.
Retention of title
Delivered goods remain the property of LAN IT 24 GmbH until all claims, including future claims, arising from this contract and the further business relationship with the customer have been satisfied. The customer is not permitted to pledge goods to which LAN IT 24 GmbH retains title or to assign them to third parties as security. However, until revoked, he is authorized to resell the goods subject to retention of title in the ordinary course of business. The customer assigns its claims from the resale in the amount of the respective invoice value to LAN IT 24 GmbH in advance already at the time of the order.
If the goods subject to retention of title are combined or mixed, LAN IT 24 GmbH shall acquire co-ownership in proportion to the invoice value of the remaining goods. Processing of the goods subject to retention of title shall be carried out for LAN IT 24 GmbH as manufacturer in accordance with § 950 BGB (German Civil Code) without any obligation on the part of LAN IT 24 GmbH.
LAN IT 24 GmbH shall acquire co-ownership of the processed goods in accordance with the above provisions. In the event of default of payment by the customer or other facts justifying doubts as to the customer’s ability to pay, LAN IT 24 GmbH shall be entitled to enter the customer’s business premises and take possession of the goods subject to retention of title. The customer is obliged, without being able to invoke any counter rights, to hand over the goods subject to retention of title to LAN IT 24 GmbH. If the customer is a merchant, the taking of possession of the goods subject to retention of title or their seizure by LAN IT 24 GmbH shall not be deemed a rescission of the contract. If the value of the securities exceeds the claims of LAN IT 24 GmbH by more than 20%, LAN IT 24 GmbH shall release the exceeding part of the securities at the customer’s request, whereby LAN IT 24 GmbH shall determine which goods and/or claims are no longer required as securities.
The customer shall grant LAN IT 24 GmbH the necessary time and opportunity to perform the work ordered and shall provide the necessary support. The customer shall be responsible for the proper use of the devices and programs included in the contract and shall independently back up all programs and data and store them on external data carriers before commencing work. Accordingly, LAN IT 24 GmbH shall not be liable in the event of data loss. LAN IT 24 GmbH shall undertake data backup only upon express written agreement within the scope of a service specification.
The contracting parties are aware that, according to the state of the art, it is impossible to ensure the proper functioning of data processing devices, device combinations as well as data processing programs under all conceivable application conditions and to exclude errors in data processing programs. LAN IT 24 GmbH does, however, warrant the basic functional suitability and/or the technical usability of its deliveries and services as well as warranted characteristics.
Excluded from the warranty are defects and damages that can be traced back to operational wear and tear, normal wear and tear, improper use, operating errors, behavior of the customer, operation with the wrong type of current and/or voltage, connection to unsuitable power sources, fire, lightning, explosion, power surges, moisture of any kind, incorrect or faulty program operation as well as use of devices without observing the manufacturer’s recommendations, software and/or processing data. A warranty is further excluded for devices whose serial numbers, type designations or similar marks have been removed or made illegible.
Insofar as manufacturers make warranty and guarantee promises exceeding the statutory periods, LAN IT 24 GmbH shall pass these on to the customer in full. In the event of a warranty claim, LAN IT 24 GmbH reserves the right to rectify the defect or to make a replacement delivery. If LAN IT 24 GmbH does not finally remedy the defect within a reasonable grace period set in writing, the customer is entitled either to withdraw from the contract or to demand a reasonable reduction of the purchase price or compensation for work.
Information, illustrations and descriptions of products in brochures, other documents as well as in order confirmations do not constitute warranted characteristics in the sense of the law, unless they are expressly stated as such in writing in the order confirmation.
Industrial property rights and copyrights
LAN IT 24 GmbH shall not be liable if industrial property rights or copyrights of third parties exist in respect of the delivered goods, in particular data processing programs. The customer shall inform LAN IT 24 GmbH without delay of any claims asserted against it for this reason. Insofar as deliveries and services were manufactured on the basis of documents and information provided by the customer, the customer shall indemnify LAN IT 24 GmbH against all claims asserted by third parties on the grounds of infringement of industrial property rights and copyrights. LAN IT 24 GmbH may demand a reasonable advance payment for legal costs.
The customer is entitled to use the programs, circuit diagrams, cabling and other documents provided to him for the contractually intended use. A transfer of copyrights and other industrial property rights is not connected with this. The customer shall not be permitted to use the software beyond its intended use, in particular to distribute, process, reproduce or transfer it to third parties against payment. Excluded from this is the regulation in § 69c number 3, sentence 2 UrhG.
LAN IT 24 GmbH is only liable for damages that could be expected at the time of conclusion of the contract according to the circumstances known at that time. Liability for indirect damage, consequential damage or loss of profit is excluded. The liability of LAN IT 24 GmbH for intent or gross negligence, for lack of warranted characteristics and under the provisions of the Product Liability Act shall be excluded from this limitation of liability. However, the liability is limited to the net invoice amount of the delivery and service causing the damage.
It is agreed that Offenbach am Main shall be the place of jurisdiction.
The law of the Federal Republic of Germany shall apply exclusively. The application of the Vienna UN Convention (UNCITRAL) on the International Sale of Goods and the Uniform Law on the International Sale of Goods and on the Formation of Contracts for the International Sale of Goods is excluded.
Changes and additions to the agreement reached, in particular deviations from these terms and conditions, must be made in writing to be effective.
Should one or more provisions of these General Terms and Conditions be or become invalid or should the text of the contract contain a loophole, the contracting parties shall replace or supplement the invalid or incomplete provision of the contract by a provision that comes as close as possible to the purpose of the intended provision. The validity of the remaining provisions shall remain unaffected.