Terms and Conditions

1.     Definitions

1.1     "AGB" refers to these General Terms and Conditions.

1.2     "Order" refers to our offer based on these terms and conditions, which has been accepted by the customer, including all referenced attachments, in particular manufacturer product descriptions and specifications.

1.3     "Individualizations" refers to custom programming, interfaces, modifications, enhancements, or adaptations of software created for the customer.

1.4     "Customer" means an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB) who, as the client, procures supplies and services in connection with cash register systems in accordance with these GTC.

1.5     "Deliveries" can include, in particular, point-of-sale systems and other hardware and software components, as further specified in the respective order.

1.6     "Services" can include services related to the deliveries, in particular the installation and/or setup of cash register systems including peripherals or the repair of cash register systems as per the respective order.

1.7      "Goods subject to retention of title" refers to deliveries that have not yet been fully paid for; we reserve ownership of these until all claims against the customer arising from the respective order have been fully settled.

2.     Terms and Conditions

2.1     These General Terms and Conditions apply to all orders placed by the customer with us for deliveries and services related to cash register systems; they also apply to all future orders placed by the customer with us.

2.2     The customer's general terms and conditions or conditions of purchase do not apply, even if we do not explicitly object to them. This also applies if the customer refers to their own general terms and conditions or conditions of purchase in a confirmation letter.

2.3     Deviations from these terms and conditions must be agreed upon in writing on a case-by-case basis. They shall only apply to the specific order in question.

3.     Scope and nature of The deliveries and services

3.1     The scope and nature of the supplies and services owed are finally determined by the respective order and, if applicable, its attachments, in particular product descriptions and specifications.

3.2     We will provide additional deliveries and services based on separate agreements. Additional deliveries and services will always be remunerated separately. Unless otherwise agreed, remuneration for additional services will be settled based on effort according to the prices agreed in the order or, if no prices are mentioned therein, according to our current price list.

3.3     We may engage third parties as sub-suppliers or subcontractors for the provision of deliveries and services. Nevertheless, we remain responsible for the proper performance of the deliveries and services towards the customer.

4.     Obligations of participation Customers

4.1     The customer shall fulfill the cooperation obligations described in the order in these GTC at their own risk and expense.

4.2     The customer will provide us with the necessary information and documentation for the performance of the deliveries and services in a timely manner.

4.3     The customer will grant us the necessary access to buildings, systems, networks, and facilities to provide the deliveries and services.

4.4     The customer will inspect the deliveries and services immediately and notify us of any defects promptly. The customer will describe the defects as precisely as possible.

4.5     The customer will provide suitable personnel to the extent required for the provision of supplies and services.

5.     Customer Responsibility

5.1     The customer is responsible for routinely backing up their data at least daily.

5.2     The customer is also responsible for adequately protecting their cash register systems against IT risks, particularly through appropriate up-to-date virus protection, firewalls, and the use of encryption technologies.

5.3     The customer is responsible for compliance with legal frameworks. The customer is particularly obligated to maintain proper and correct procedural documentation of their cash register systems.

5.4     The customer is responsible for their own proper bookkeeping.

5.5     Furthermore, the customer is responsible for independently verifying and ensuring the accuracy of all tax-relevant data. In particular, the customer is responsible for ensuring that their goods and services are recorded and invoiced with the correct VAT rate.

5.6     The Customer is further solely responsible for the timely and correct submission of all required declarations and notifications to the tax authorities. For the avoidance of doubt, it is clarified that the Customer is solely and personally responsible for all civil, tax, and criminal consequences arising from a breach of its aforementioned obligations.

6.     Pricing and Payment Terms

6.1     The prices for deliveries and services, and their billing, are based on the order.

6.2     Unless otherwise specified, deliveries will be invoiced upon dispatch or handover to the customer, and services will be billed upon their completion, generally on a monthly basis.

6.3     Unless otherwise stated, our prices are exclusive of statutory value-added tax. The customer shall bear the costs for packaging and transport to the location specified by the customer. Transport insurance will only be taken out at the customer's specific request and will be at the customer's expense.

6.4     The deduction of cash discounts requires a special written agreement.

6.5     The prices according to this No. 6 are due immediately upon receipt of the invoice and must be paid to the account stated on the invoice within 14 days of receipt of the invoice.

6.6     In case of default, statutory interest on arrears amounting to 9 percentage points above the base interest rate shall be paid; further statutory claims remain unaffected.

6.7     If the customer is in default of payment, we are entitled, without prejudice to any other claims, to refuse performance, provided that we have issued at least two reminders. For the avoidance of doubt, it is clarified that the aforementioned right to refuse performance also includes the right to block further use of software.

6.8     We are entitled to increase prices for software subscriptions or software updates annually, particularly in the event of changes in procurement prices, especially a change in supplier license prices. We will notify the customer of this at least two months in advance. In the event of an increase of more than ten percent, the customer is entitled to cancel the software subscription or software update order with one month's notice at the respective expiry date.

7.     Endangerment of payment claim, right of withdrawal, right of entry

7.1     If it becomes apparent after the order is completed that the customer does not provide sufficient assurance of their solvency and our claim for payment is jeopardized, we are entitled to refuse delivery until the customer has made the payment or provided security for it. If payment or security is not provided within 10 working days after a request to do so, we are entitled to withdraw from the contract.

7.2     For the return of goods in the event of withdrawal, the customer hereby irrevocably grants us the right to enter their business and storage premises unhindered and to collect the goods.

8.     Terms of Delivery, Passing of Risk, Force Majeure

8.1     If deliveries are shipped to the customer or other third parties at the customer's instruction, the risk of accidental loss or accidental deterioration passes to the customer as soon as we have handed over the deliveries to the carrier, freight forwarder, or any other person or institution designated to carry out the shipment.

8.2     In all other cases, the risk of accidental loss and accidental damage passes to the customer upon handover of the goods.

8.3     If the customer defaults on acceptance, the risk of accidental loss or accidental deterioration of the deliveries passes to the customer at the point in time when they default on acceptance.

8.4     We are entitled to partial deliveries.

8.5     Delivery deadlines are only considered binding if expressly agreed upon in writing and provided that the customer fulfills their contractual cooperation obligations in a timely and complete manner.

8.6     If the delivery is delayed due to circumstances beyond our control (e.g., natural disasters, acts of war, riots, strikes, lockouts, energy shortages, severe weather), we will notify the customer immediately. A agreed-upon delivery deadline will be extended by a reasonable period. If the impediment continues, both parties may withdraw from the contract if continuation of the contract is unreasonable for either party. Further claims by the customer are excluded.

9.     Acceptance

9.1     Only insofar and to the extent that the services we provide are contract work, they are subject to acceptance by the customer.

9.2     Acceptance is deemed to have occurred if the customer does not report any significant defects within two weeks of our provision of the work services. The provision of work services is effected by agreed-upon handover or transmission to the customer.

9.3     The work performed shall be deemed accepted when the customer puts it to productive use.

9.4     We are entitled to provide partial services for acceptance. If all partial services requiring acceptance have been accepted, the entire work performance shall be deemed accepted. Section 9.2 shall apply accordingly to the acceptance of partial services.

10.   Customer rights in case of defects

10.1   The contractual agreement for the characteristics of the deliveries shall exclusively be based on the information provided in the order, including all referenced attachments, particularly the manufacturer's product descriptions and specifications. Any other characteristics shall be agreed upon separately in writing.

10.2   The customer is hereby informed of their statutory duty to inspect and give notice of defects pursuant to § 377 of the German Commercial Code (HGB). To preserve their rights in case of defects, the customer must notify us of obvious defects immediately, or at least within 10 calendar days of receipt of the delivery or service, in written form (e.g., by email) at a minimum. Hidden defects must be reported immediately, or at least within 10 calendar days of discovery of the defect, in the same form. The provisions regarding acceptance according to No. 9 remain unaffected within their scope of application.

10.3   If the timely notification according to section 10.2 is omitted, the warranty for defects is excluded.

10.4   For defective deliveries and services, we warrant, at our discretion, through subsequent performance by way of repair or replacement. Three attempts at subsequent performance must be accepted due to a defect, unless this is unreasonable for the customer.

10.5   The customer is only entitled to withdraw from the contract or demand a price reduction if the rectifications as per clause 10.4 have failed.

10.6   In the case of a justified reduction, the customer is entitled to a refund in the event of overpayment.

10.7   Customer claims for damages shall exist only under the conditions and within the limits set forth in number 11.

10.8   Any further statutory rights of the customer regarding defects are excluded.

10.9   We accept no liability for damage or defects to deliveries caused by improper use, transport, or storage, or by incorrect installation by the customer.

10.10 If the supplied operating and maintenance instructions are not followed, parts are replaced or materials are used that do not comply with the original specifications, or interventions are carried out by unqualified personnel, the customer's warranty rights shall expire, unless the customer proves that the defect is not due to the action taken or caused by them.

10.11 We do not assume any liability for defects that result from the installation of third-party software updates that were not provided by us.

10.12 Time spent due to unjustified complaints about defects shall be compensated according to our current price list, plus any resulting shipping, transport, material, and other costs.

10.13 The buyer's warranty rights expire one year after receipt of the delivery or service. This does not apply in the case of fraudulent concealment of a defect.

11.   Liability

11.1   Our liability for damages caused by us intentionally or through gross negligence is unlimited.

11.2   In cases of simple or slight negligence by our legal representatives or agents, our liability for breach of material contractual obligations (obligations the fulfillment of which is essential for the proper execution of the contract and on which the customer regularly relies and may rely) is limited to typically foreseeable damage. In all other respects, any further liability on our part in cases of simple or slight negligence is excluded.

11.3   Notwithstanding Section 11.2, we shall be liable without limitation for damages arising from injury to life, body, or health, resulting from an intentional or negligent breach of duty, or from an intentional or negligent breach of duty by one of our legal representatives or vicarious agents.

11.4   To the extent our liability is limited according to the foregoing provisions, this also applies to any liability of our bodies, employees, freelance employees, staff, representatives, and vicarious agents.

11.5   All claims for damages, with the exception of those specified in sections 11.1 and 11.3, shall become time-barred within two years. The limitation period shall begin at the end of the year in which the claim arose. The statutory limitation period shall apply to the claims specified in sections 11.1 and 11.3.

11.6   In case of data loss, we will only be liable for expenses incurred in restoring the data up to the last backup. 

11.7   The customer must ensure that damages due to data loss are kept as low as possible. Therefore, they must regularly and systematically back up their data as expected of a diligent merchant. Our liability for data loss is excluded if and to the extent that the customer has violated this obligation.

11.8   The parties agree that the fault of a supplier, especially another software manufacturer, cannot be attributed to us.

11.9   Statutory liability under the Product Liability Act remains unaffected.

12.   Usage rights, reservation of usage rights, individualizations

12.1   The rights to use the software provided are governed by the respective manufacturer's license terms, unless otherwise agreed.

12.2   We reserve all rights of use to the software provided until full payment is received. However, the customer is revocably entitled to preliminary use until then.

12.3   Upon full payment, we grant the customer a non-exclusive, simple, perpetual, non-transferable right to the customizations and associated documentation for internal business use. The customer is not authorized to transfer these customizations, in whole or in part, to third parties, whether for a fee or free of charge, in any way. In particular, the customer is not authorized to grant sublicenses, distribute, rent, or lease the customizations or parts thereof. We point out that customizations may only function in conjunction with associated standard software and cannot be used in isolation.

13.   Reservation of title

13.1   Ownership of the reserved goods remains reserved until all our claims against the customer from the respective order have been fully paid.

13.2   The customer is entitled to sell or process the reserved goods. Any processing is carried out by the customer on our behalf, without obligating us in any way. In the event of processing, combining, or mixing the reserved goods with other goods, we shall acquire co-ownership of the new item in proportion to the value (i.e., invoice gross value including ancillary costs and taxes) of the reserved goods relative to the value of the new item, or to the value of the other goods involved in the combination or mixing.

13.3   The customer hereby assigns to us all claims that arise from the resale of the reserved goods. The customer remains authorized to collect these claims even after the assignment. We will not exercise our right to collect the assigned claims as long as the customer duly meets their payment and other obligations. Upon request, the customer shall provide us with all documents and information necessary for the collection of the assigned claims and shall inform us thereof, and shall notify the debtors of the assignment.

13.4   As long as the retention of title exists, the customer may neither pledge nor assign by way of security any reserved goods or items made from them without our prior written consent.

13.5   The customer undertakes to handle the reserved goods with care and in accordance with the respective operating and maintenance instructions and the manufacturer's product description.

13.6   The customer undertakes to insure the reserved goods at their own expense against water and theft damage to their new value.

13.7   In the event of garnishments or other third-party intrusions, the customer must notify us in writing immediately. The customer is prohibited from entering into agreements with their customers that would affect our rights. can impair.

14.   Collection and disposal at the customer's expense

14.1   The customer will deliver the items to be repaired to us for repair orders or their initiation, and will collect them from us immediately upon completion of the repair, unless otherwise agreed.

14.2   If the customer violates their aforementioned obligation to pick up the items immediately, we may request them to do so in text form, setting a reasonable grace period of at least one month. If the aforementioned grace period expires without the items being picked up, we are entitled to dispose of the customer's items in our possession at their expense.

15.   Data privacy

15.1   Both parties shall only use employees who have been bound to data secrecy in writing. were.

15.2   If personal data is processed or used by us in the provision of services, this shall be done in the form of order processing in accordance with Art. 28 GDPR. The parties shall conclude a separate agreement for this purpose if the customer so requests. The customer shall always expressly inform us of data protection requirements and, if necessary, ensure on their own responsibility that data protection-relevant processes comply with the law. Unless otherwise agreed, the customer shall also be solely responsible for the technical and organizational measures.

16.    Confidentiality

16.1   The parties are obligated to maintain the confidentiality of all information, images, and documents obtained during and after the performance of the respective contracts concerning the business, operational processes, and technical installations of the other party. Neither party may copy or publish such information and documents, or otherwise disclose them to third parties, without the prior written consent of the other party, or use or exploit them for purposes outside of this contract.

16.2   Information is not considered confidential if, at the time the other party becomes aware of it, it was publicly known or becomes publicly known after that time without any action by that party.

16.3    Each party is released from the confidentiality obligation if and to the extent that such party is requested by an authority, court, or other government body to provide information subject to the confidentiality obligation under Section 16.1. Such party is obligated to immediately notify the other party and inform the other party of which body has requested information and to what extent.

16.4   The party obliged to provide information shall strive to minimize the scope of information to be disclosed and, if possible, obtain an assurance of confidential treatment of the disclosed information. The party obliged to provide information shall undertake reasonable efforts to enable the other party to object to such information request.

17.   Final Provisions

17.1   The transfer of rights and obligations from the respective order is only possible with our prior, express, and written consent.

17.2   The place of jurisdiction is our registered office. The law of the Federal Republic of Germany applies. The provisions of the UN Sales Convention do not apply.

17.3   The validity of the remaining provisions of the agreement, including these terms and conditions, shall not be affected by the invalidity of individual provisions. The wholly or partially invalid provision shall be replaced by a provision whose economic success comes as close as possible to that of the invalid provision.