1. Application of these terms
(1) Unless otherwise agreed in an individual case, contracts with us are concluded exclusively under
the following provisions. By placing an order, the customer agrees to our terms. Contrary or differing
customer terms bind us only if we expressly acknowledge them in writing. Our terms also apply where
we perform a delivery or service without reservation despite knowing of contrary or differing customer
terms.
(2) These terms apply to all our deliveries and services and all obligations arising from a contractual
relationship with the customer. For business customers and legal entities under public law, they also
apply to all future business relationships.
2. Contract formation and amendments
(1) A contract is concluded when the customer accepts our offer without reservation, receives our
written order confirmation, or we begin performing the delivery or service. If we issue written
confirmation, it governs the content and scope of the contract unless expressly agreed otherwise.
(2) Amendments, ancillary agreements, additions, agreements on quality or characteristics, and the
assumption of guarantees require an express written agreement to be effective.
3. Performance of orders
(1) Unless expressly agreed otherwise, the subject of the delivery or service need have only the
characteristics, technical data and other features expressly agreed in the contract. These constitute
guarantees only if we expressly declare that we will be liable regardless of fault or expressly identify
them as guarantees. Guarantee declarations must be made in writing to be effective.
We reserve the right to make technical and design deviations from descriptions in brochures,
catalogues or similar sales materials and to replace products or components with technically
equivalent or superior alternatives, without the customer deriving rights against us. Such descriptions
and advertising statements, including those of manufacturers, do not constitute guarantees. Unless
statutory provisions provide otherwise, we owe advice only where it has been assumed as a principal
contractual obligation.
(2) Unless expressly agreed, software deliveries do not include further developments or new versions,
including updates and upgrades.
(3) The customer must provide all facts relevant to the delivery or service completely. We are not
obliged to check customer-supplied data, information or other contributions for completeness or
accuracy unless the circumstances require it or checking has been expressly assumed as a contractual obligation. For work at the customer’s premises, necessary workplaces and equipment
must be provided to our staff free of charge.
(4) Where we work outside our premises, the customer is responsible for measures necessary to fulfil
duties to maintain safety, unless the nature of the circumstances or an agreement provides otherwise.
We may refuse performance until the necessary measures are taken.
(5) Without affecting our responsibility for contractual performance, we may engage third parties
without restriction. If agreed personnel are prevented from working for reasons beyond our
responsibility, we may replace them with other suitable personnel.
4. Customer cooperation in development, manufacturing
and consulting
(1) Development projects generally require close cooperation. Both parties undertake to show mutual
consideration, provide complete information promptly, warn of risks in advance and protect against
disruptive influences, including those of third parties.
(2) As a material contractual obligation, the customer must provide all agreed cooperation and
resources in the required quality and at the agreed or project-required times, without additional cost
to us. Where needed for success, the customer must provide sufficient staff and competent contacts
throughout the project. Where requirements for external systems operated by the customer or third
parties are stated in the specification or elsewhere in the contract, the customer is responsible to us
for compliance.
(3) If customer information or documents are incorrect, incomplete, ambiguous or objectively
unworkable, the customer must promptly correct or supplement them after we notify it. Defects or
malfunctions in supplied components that we identify must be remedied promptly by the customer or
on its behalf.
5. Rights of use
(1) Unless expressly agreed otherwise, we grant a simple, non-exclusive right to use results developed
under a customer order, such as concepts, design drawings or software. Its scope follows the specific
agreement. Where results were not developed by us, we generally only arrange a contract with the
third-party provider. The customer therefore accepts the supplied third-party terms of use, which we
expressly draw attention to and which govern the rights granted by that provider.
(2) Regardless of the extent of rights transferred, we may use ideas, concepts and acquired know-how
for further development and services, including for other customers.
6. Time limits and dates
(1) Project schedules and milestones serve as guidance. Dates are binding only if expressly agreed as
binding in writing. Where no binding dates or time limits are agreed, we are in default only after the
customer has unsuccessfully set a reasonable additional period for the delivery owed.
Time limits begin only after all customer cooperation obligations have been fulfilled and any agreed
advance payment received. Subsequent changes or late customer cooperation extend delivery
periods appropriately.
(2) If delivery is delayed by unforeseeable circumstances for which we are not responsible, such as
industrial action, operational disruption, transport obstacles, raw-material shortages, official measures, including at suppliers, or late supplies to us, we may withdraw wholly or partly from the
contract or postpone delivery for the duration of the obstacle. We will promptly inform the customer of
non-availability. If we withdraw, we will refund the customer’s consideration. Customer damages
claims are excluded.
(3) If the customer fails wholly or partly to cooperate or provide required resources, affected dates
cease to be binding and we do not enter default. After an unsuccessful reminder, we may claim
resulting losses, including additional expenses. Risk of accidental loss or deterioration passes to the
customer when it enters default of acceptance.
If the customer still fails to fulfil its obligations within a reasonable additional period following another
reminder, we may terminate the contract without notice. We are entitled to compensation and
remuneration at least in the amount provided by section 645 BGB, without prejudice to further claims.
The same applies if, due to the delay, the project can no longer be completed within a reasonable
period or only at substantially higher cost, for example because of other commitments.
(4) Where we are in default for reasons for which we are responsible, performance is excluded by
impossibility under section 275(1) BGB for such reasons, or we may refuse performance under section
275(2) or (3) BGB, liability follows the statutory provisions, subject to the limitations in section 11 of
these terms.
7. Transfer of risk
Risk of accidental loss or deterioration of the delivered item passes to the customer upon dispatch,
even if we pay shipping costs or provide additional services, or a partial delivery is made. Reference is
also made to section 6(3), sentence 3.
8. Acceptance
(1) Where a delivery requires acceptance, the customer must accept it. Minor defects that do not
seriously affect suitability for the agreed contractual purpose do not justify refusal, without prejudice
to statutory defect claims.
(2) Acceptance is deemed granted if the customer refuses acceptance contrary to paragraph 1 or
refuses to participate in a joint acceptance inspection despite a timely request. It is also deemed
granted if, after a joint inspection, the customer does not promptly confirm acceptance in writing
despite being given seven working days to do so, unless it identifies in writing within that period the
defects justifying refusal. At the start of the period, we will again inform the customer of the intended
consequences of its conduct.
(3) We are entitled to partial acceptance for self-contained partial services.
(4) Intellectual services are deemed accepted unless, within 30 days of receipt, the customer
expressly raises written reservations identifying specific defects. At the start of the period, we will
again explain the intended consequences. If reservations are raised, we will review the service. If the
reservation is unjustified, the customer bears the resulting costs unless it is guilty only of slight
negligence.
9. Prices and payment
(1) Our quoted prices apply, with statutory VAT added where applicable. Unless otherwise agreed, we
are entitled to reimbursement of expenses in addition to agreed remuneration. (2) Where hourly or daily rates are agreed, our price lists current at the time of performance apply
unless otherwise agreed in the individual case. Prices will not be increased for services performed
within four months of contract formation.
(3) Invoices are payable without discount or charges under the agreed payment schedule, or
otherwise within 15 working days of the invoice date. Cheques accepted by express agreement are
accepted only on account of payment and without discount. Any discounting charges are borne by the
customer. Payment by cheque counts as performance only once the amount is credited to our account
without reservation. We may request reasonable instalment and advance payments.
(4) Where we have several claims, we determine which debt a payment is applied to. The customer
may set off only claims that are finally adjudicated, undisputed or acknowledged by us in writing. The
same applies to rights of retention.
(5) If circumstances become known after contract formation suggesting our claims are endangered by
the customer’s inability to pay, we may make outstanding deliveries only against advance payment or
security. After an unsuccessful deadline for this, we may withdraw. Section 6(3) applies accordingly.
(6) In payment default, the customer owes statutory default interest unless we prove a greater loss.
10. Claims for defects
(1) If a delivery or service is defective, the customer must give us an opportunity to provide
supplementary performance within reasonable periods, unless this is unreasonable in the individual
case or special circumstances justify immediate withdrawal after weighing both parties’ interests. The
choice between remedying the defect and supplying a defect-free item always rests with us.
(2) For standard third-party products where we only arrange a contract with the manufacturer under
section 5(1), sentence 4, defect claims lie only against that manufacturer. This also applies to
infringements of third-party rights by that manufacturer.
(3) The customer must inspect the delivered item for obvious defects readily apparent to an average
customer. Missing components or documentation and readily visible damage must be reported to us in
writing within one week of receipt. Defects becoming apparent later but before expiry of the limitation
period must be reported in writing within one week of discovery. If inspection and notification
obligations are breached, the item is deemed approved regarding the defect concerned.
(4) Defect claims must be made in writing, identifying all recognised defects and the circumstances in
which they appeared. No defect exists where the alleged error cannot be reproduced. If the customer
has intervened in delivered components, hardware or software, defect claims exist only if it proves the
intervention did not cause the defect.
(5) If an alleged defect does not exist, particularly where it cannot be reproduced, we may charge
reasonable remuneration for our expenses unless the customer is guilty only of slight negligence.
(6) If supplementary performance fails, is refused by us or is unreasonable for the customer, only the
remaining statutory remedies, where applicable, are available: withdrawal, price reduction,
self-remedy, damages or reimbursement of wasted expenses. Damages are governed exclusively by
section 11.
(7) If the defect consists only of a minor deviation from agreed characteristics, the customer is
entitled, at our choice, only to supplementary performance or a reasonable price reduction. Where no
characteristics were agreed, the same applies to a minor deviation from suitability for the
contractually assumed use or otherwise the customary use expected for goods of that type.
11. Liability and withdrawal
(1) We are liable for damages exclusively under the following rules. Liability in principle applies for
intentional or grossly negligent conduct and for any culpable breach of material contractual
obligations.
Where we are liable for ordinary negligence, compensation is limited to foreseeable loss typical of the
contract. In any case of ordinary negligence, pure financial loss is limited per claim to EUR 100,000 or,
where a licensed programme is involved, the one-off licence fee or the fee for 12 months of use,
whichever is highest. For property damage caused by ordinary negligence, the limit is EUR 500,000
per claim. Otherwise, liability for property damage and financial loss is excluded.
Liability for personal injury and product liability remains unaffected.
(2) We are liable for recovering data only where the customer has ensured that lost data can be
restored with reasonable effort. The customer must therefore back up data and programmes regularly
at intervals appropriate to the application.
(3) Exclusions and limitations also extend to the personal liability of our governing bodies, employees,
other personnel, representatives and agents. They apply to claims arising from fault in contract
negotiations, breaches of ancillary duties and tort under sections 823 et seq. BGB, but not claims
under sections 1 and 4 of the German Product Liability Act.
(4) The customer’s right to terminate the contract for a breach for which we are not responsible, and
which does not consist of a defect in purchased goods or work, is excluded.
12. Limitation periods
(1) Customer defect claims expire one year after the statutory starting point. Claims under sections
438(1), nos. 1 and 2, and 634a(1), no. 2 BGB are excluded from this rule.
(2) Other contractual claims of business customers for breaches of obligations expire one year after
the statutory starting point.
(3) Statutory limitation periods remain unaffected for:
• Damage resulting from injury to life, body or health.
• Other damage based on intentional or grossly negligent breaches by us, our legal representatives or
agents.
• The customer’s right to terminate for a breach for which we are responsible that is not a defect in
the purchased goods or work.
• Claims for fraudulent concealment of defects or guarantees of characteristics under sections 444 or
639 BGB.
• Reimbursement claims under section 478(2) BGB.
13. Retention of title
All supplied items remain our sole property until the purchase price is paid; for business customers,
until all claims from the business relationship are satisfied. Pledging, transfer as security or other
disposal is prohibited unless the purchase was specifically for resale.
In that case, the customer is revocably authorised to resell the retained goods in its own name in the
ordinary course of business, provided it is not in payment default to us and no prohibition on assignment exists between it and its buyers. On resale, it must notify buyers of our retention of title or
itself retain title to the goods.
14. Place of performance and prohibition of assignment
(1) The place of performance for all deliveries and services is Aachen.
(2) Assignment of claims that the customer has against us arising from the business relationship is
excluded.
15. Jurisdiction and applicable law
(1) Aachen is the place of jurisdiction for all claims arising from the business relationship against
merchants and legal entities under public law. This also applies to cheque claims, tort claims and
third-party notices. We may also sue the customer before any other court with statutory jurisdiction.
(2) For cross-border deliveries and services, Aachen is the exclusive place of jurisdiction for disputes
arising from the contractual relationship, under Article 23 of the Brussels I Regulation or Article 17 of
the Brussels Convention as cited in the source. We reserve the right to sue at the customer’s general
place of jurisdiction or another court competent under those instruments.
(3) The law of the Federal Republic of Germany applies exclusively to all business and legal relations
between the customer and us. The UN Convention on Contracts for the International Sale of Goods
(CISG) is excluded.
16. Final provisions
(1) If an individual provision is or becomes ineffective, the remaining provisions remain effective. It is
to be replaced by a provision that comes closest to the contract’s economic purpose while
appropriately respecting both parties’ interests.
(2) All our previous General Terms and Conditions for deliveries and services are superseded by these
terms.