General information and scope of application

1. These Terms and Conditions of Delivery and Installation (hereinafter also referred to as: our Terms and Conditions of Delivery and Installation) apply to all our deliveries and/or other services in the version valid at the time the contract is concluded or the order is placed. Services in this sense include assembly, commissioning, repairs, maintenance and other services.

2. In addition to our delivery and installation conditions, price lists shall apply in the version valid at the time the contract is concluded. For work outside normal working hours (8 a.m. to 4 p.m.) or on Saturdays, Sundays and public holidays, surcharges will be levied. Travel and waiting times are considered working time.

3. Our terms and conditions of delivery and installation only apply to companies within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law or special funds under public law.

All offers and contracts with our customers are subject exclusively to our Terms and Conditions of Delivery and Assembly. Any terms and conditions of the customer that conflict with or deviate from our Terms and Conditions of Delivery and Assembly shall not become part of the contract, even if we have not expressly objected to them. Such terms and conditions shall only become part of the contract if we have expressly agreed to their validity in writing. Our GTC shall also apply if we carry out the delivery or service without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from our GTC.

4. Our GTC shall also apply to all future contracts with the customer within the framework of an existing business relationship.

Offer, conclusion of contract

1. Our offers are non-binding and subject to change unless they are expressly marked as binding in writing or contain a deadline for acceptance by the customer.

2. In the case of a binding offer or an offer with a deadline for acceptance on our part, the contract is concluded by the timely acceptance of the offer by our customer. If our offer is non-binding, the contract is only concluded by our declaration of acceptance, usually referred to as an "order confirmation". In the latter case, the scope of our performance shall be determined by the content of our order confirmation together with its annexes.

3. Information in product descriptions, plans, drawings, catalogs, data sheets, regardless of whether transmitted in paper form or as a file, is non-binding, including with regard to any information on availability, performance data, defects, dimensions, use, color, etc. Such information shall only become part of a contract if the documents and files containing it are expressly designated as part of the contract.

4. We reserve all property rights, copyrights and industrial property rights (including the right to apply for them) to illustrations, drawings, plans, samples, cost estimates, calculations and other documents (hereinafter referred to as "Documents"), insofar as they have been created by the customer according to our specifications. This also applies to software that we make available to the customer prior to the conclusion of a contract or in the course of the performance of a contract.

The aforementioned documents, objects and software are confidential, may only be used by our customers for the purpose of executing the underlying contract and may only be made accessible to third parties with our prior written consent. This shall also apply if contract negotiations end without the conclusion of a contract and otherwise beyond the end of the existing contractual relationship with us.

Subject to change, scope of services

We may deviate from the contractually agreed documents, weights and dimensions (hereinafter referred to as "specifications") within the scope of technical progress or for production reasons to an extent that is reasonable for the customer, unless we have expressly designated the specifications as binding. This reservation of change also applies to design and material changes.

Individual agreements made with the customer shall take precedence over our Terms and Conditions of Delivery and Assembly. This also applies to individual ancillary agreements, supplements and amendments. Such individual agreements must be in writing or require our express written confirmation in order to be effective.

Delivery and performance deadlines, delay, force majeure

1. Delivery periods or dates are only binding if they are expressly agreed as binding in the contract.

Compliance with agreed delivery and/or performance deadlines requires that the customer has handed over all documents to be provided by him to us in good time and on schedule and that he has answered all technical and commercial questions, the clarification of which is a prerequisite for our services. This also applies to details of the execution requested by the customer and the release of plans. If these requirements are not met on time, the agreed deadlines and dates shall be extended accordingly.

If the customer is in arrears with his payment obligations to us, a delivery period shall be extended or a delivery date postponed by the period of the delay in payment.

2. An agreed delivery date or an agreed delivery period shall be deemed to have been met if we have notified the customer that the goods are ready for dispatch before expiry of the delivery period or delivery date or if the delivery item has left our works.

3. The delivery and/or performance period shall be extended appropriately if we are unable to fulfill our contractual obligations to the customer due to an impediment beyond our control, or are unable to fulfill them on time. Circumstances beyond our control include, in particular, late or improper delivery by our suppliers, cases of force majeure (see Section 4 below), hacker attacks by third parties on our IT system or our data processing system, including in the case of virus attacks, insofar as these could not be averted despite compliance with the usual protective measures, as well as delays in obtaining government permits, insofar as their granting was applied for in good time.

4. We shall not be liable in cases of force majeure. This includes all unforeseeable events as well as events which - insofar as they could have been foreseen - lie outside our sphere of influence. This includes in particular, but is not limited to, the following events:

- Natural disasters such as floods, storm surges, hurricanes and typhoons as well as other severe weather on the scale of a catastrophe, earthquakes, lightning, avalanches and landslides, fire.

- Diseases, pandemics, epidemics and infectious diseases (insofar as such a disease has been declared by the WHO or a ministry or a risk level of at least "moderate" has been set by the Robert Koch Institute.

- War or warlike conditions, riots, revolution, military or civilian coup, insurrection, blockades, orders by the authorities and government, strikes and lockouts.

Force majeure in this sense shall not only be deemed to exist if our location or we are affected by the relevant event, but also if one or more of our suppliers are prevented or hindered in the fulfillment of their delivery obligations to us due to such events.

5. If circumstances and events within the meaning of the above clauses 3 and 4 occur, the affected contractual partner is obliged to inform the other contractual partner immediately, at the latest within 14 days of becoming aware of the circumstance or the occurrence of the event and the consequences for compliance with delivery periods and deadlines.

In this case, we are entitled to extend our delivery dates and deadlines depending on the scope and duration of the event, circumstance or case of force majeure and its consequences, without our customers being entitled to withdraw from the contract or claim damages. We shall not be in default for the period of a justified extension of the delivery dates and deadlines. However, both parties are obliged to do everything possible and reasonable to minimize the damage.

If the interruption lasts longer than six months due to a circumstance or event within the meaning of clauses 3 and 4 above, we shall be entitled to terminate the contract in whole or in part or to withdraw from the contract without the customer being entitled to any claims for compensation.

6. If there is no circumstance or event within the meaning of the above Clauses 3 and 4, we shall be in default in the case of an agreed binding delivery or performance date or a binding delivery or performance period if we have culpably failed to provide our service or delivery at the end of the day of the delivery or performance date or at the end of the last day of the delivery or performance period.

In the event of a delivery or performance date agreed as non-binding or a delivery or performance period agreed as non-binding, the following shall apply, unless the provisions of the above clauses 3 to 5 apply:

The customer may request us in writing to provide the contractually agreed delivery or service at the earliest six weeks after expiry of a non-binding deadline or a non-binding date with a reasonable notice period of at least 14 days. After expiry of the deadline set by the customer, we shall be in default if we have culpably failed to provide our service/delivery.

7. If we are in default, the customer shall be entitled to demand lump-sum compensation for the period of default. This shall amount to 0.5% for each full calendar week of delay, but no more than 5% of the value of that part of the overall delivery or service which cannot be used on time or in accordance with the contract as a result of the delay. If the customer sets us a reasonable deadline for delivery and/or performance while we are in default and the deadline is not met, the customer shall be entitled to withdraw from the contract in accordance with the statutory provisions.

8. In the event of partial impossibility, the customer shall only be entitled to withdraw from the contract if a partial performance already rendered is demonstrably of no interest to him. If this is not the case, the customer shall pay the proportionate contractual price attributable to the partial performance or partial delivery. In addition, in the event of our default or the impossibility of our delivery and/or services, the provisions in Clause V of these Terms and Conditions shall apply.

Default of acceptance, default of payment by the customer

1. Unless otherwise agreed in writing, the customer is obliged to accept a contractually agreed delivery item within 14 days of receipt of our notification of readiness at our factory or at our location. If the customer fails to do so, we shall be entitled, after the expiry of a reasonable grace period set by us, to arrange for the shipment of a delivery item to the customer at the customer's expense. The non-acceptance of the delivery item shall not affect the customer's obligation to pay a purchase price/work wages. At our discretion, we may proceed in accordance with the provisions of the following clauses 2 - 5 instead of dispatching a delivery item to the customer.

2. If the customer is in default with the acceptance of a delivery item or a payment obligation, we can withdraw from the contract in accordance with the statutory provisions and demand compensation instead of the delivery/service.

We can claim damages instead of performance without proof

• in the amount of 20 % of the contractually agreed remuneration, provided that a delivery item is a series or standard product or

• in the amount of 100% of the agreed remuneration if a delivery item is a custom-made product according to the customer's individual wishes or a service that is only possible for the customer.

We are entitled to prove and claim higher actual damages than the aforementioned lump sums. The customer is at liberty to prove that we have incurred no damage or only less damage than the above flat rates.

3. Furthermore, in the event of default of acceptance by the customer, we may claim additional expenses incurred by us, in particular storage costs. If we have commissioned third parties with the storage, we shall be entitled to demand compensation from the customer for the costs charged to us by the third party, as well as the costs for transportation to the storage location. If we store a delivery item on our premises, we shall be entitled during the period of default of acceptance to demand from the customer costs amounting to 0.1% of the contract price for each commenced week of default of acceptance, up to a maximum of 5% of the contract price, without providing evidence. The customer is entitled to prove that we have incurred no or only lower costs. We reserve the right to provide evidence of higher costs than the aforementioned lump sums.

4. The provisions of the above Clause 3 shall also apply if we postpone an agreed delivery date at the customer's request, if we have informed the customer in advance of the cost consequences of the above Clause 3 and the customer requests a postponement of the delivery date despite this information.

5. We are entitled to assert further statutory claims in addition to the above provisions in Section V. in the event of default by the customer.

Performance disruptions with suppliers

1. We may withdraw from the contract if we are not supplied by our suppliers and we are not responsible for the non-delivery, unless it is possible to procure a replacement from another supplier. We shall immediately inform the customer of the non-availability of the goods and immediately refund any consideration already received. Any further claims for damages by the customer are excluded.

2. If a replacement procurement is possible but involves higher costs, we shall inform the customer of this immediately and at the same time offer him the replacement procurement with an increase in the contractual price agreed with us by the additional costs. If the customer refuses to accept the additional costs, we shall be entitled to withdraw from the contract in accordance with the above Clause 1 without the customer being entitled to claim damages.

3. If a replacement procurement leads to delays, agreed delivery periods shall be extended or an agreed delivery date shall be postponed by the delay caused by the replacement procurement.

Obligations of the customer to cooperate

1. The customer is obliged to support us to the best of his ability in the provision of our services and to create all the conditions necessary for the proper provision of services in his sphere of responsibility.

2. If we have expressly agreed with our customers on delivery, installation, assembly services and/or commissioning, as well as services for a specific date, the customer is obliged to create the material and technical conditions necessary for our respective service at the place of work, installation and/or performance at his own expense. This includes, among other things

• all work, construction and other ancillary work, unless we have contractually agreed that the latter are to be performed by our employees.

• A foundation that meets the requirements of our installation plan,

• Provision of all objects and materials, scaffolding, tools, fuels, etc. required for installation, assembly and commissioning.

• the provision of electrical connections that meet our technical specifications, as well as the necessary energy, heating, water and sufficient lighting

• Provision of suitable, lockable rooms of sufficient size for the temporary storage of parts, equipment, materials, tools, etc.

3. All necessary information about the location of concealed electricity, gas and water pipes or similar installations shall be provided to us by the customer without being requested to do so. The customer shall provide us with all necessary information on the location of concealed electricity, gas and water pipes or similar installations before the start of our work without being requested to do so. He shall inform our employees at his own expense about existing safety regulations and dangers and take all necessary measures to protect them at the workplace.

4. If the customer's preparatory measures do not comply with the provisions of Clauses 1 - 3 above and other arrangements and agreements made, we shall be entitled to refuse or suspend our services and work until the customer has created a condition that complies with the agreements. If this is not done even after a deadline has been set and is not the case, we may have the preliminary work and services owed by the customer carried out by third parties at the customer's expense. However, we are not obliged to proceed in this way.

5. Insofar as our deliveries and services include software, the customer shall do everything necessary to ensure that this software can be used. In this respect, the customer shall cooperate in the fulfillment of our order by providing and making available, free of charge, in particular employees, telecommunications facilities, IT systems and data.

6. If we are unable to perform our services and work, or are unable to perform them in full or on time, because the customer has culpably failed to fulfill the obligations to cooperate defined in this section and in other agreements, we shall be entitled to demand a contractual penalty of 0.2% of the net order value for each working day of delay, up to a maximum of 5% of the net order value, in addition to the contractually agreed remuneration claims. We are at liberty to prove and claim higher damages. This shall also include the costs incurred due to additional working time required or uselessly spent working time of our employees. The costs per hour to be charged in this respect are set out in the current price list (see Section I).

Prices and terms of payment

1. Unless otherwise agreed with the customer, our prices are net prices ineuros ex works (EXW - INCOTERMS 2020) without packaging, excluding ancillary costs such as freight, customs, packaging and insurance, which will be invoiced separately if incurred. Sales tax is not included in our prices; if sales tax is incurred, it will be shown separately on the invoice at the rate applicable on the date of invoicing.

2. If it becomes apparent that our payment claim is at risk due to the customer's inability to pay, we shall be entitled to demand immediate payment of all claims not yet due from the business relationship with the customer and to demand advance payment from the customer in the amount of the total outstanding contractual price or our outstanding remuneration at this time, irrespective of any payment agreements made. Our payment claim is at risk in particular if information from a bank or credit agency suggests that the customer is not creditworthy or if the customer is in arrears with at least two invoices from the contractual relationship or an ongoing business relationship.

4. Unless other payment agreements have been made in writing, we are entitled to demand a down payment of 30% of the contract price or the contractually agreed remuneration from the customer after conclusion of the contract. After notification of readiness for delivery/acceptance or readiness for performance, we shall be entitled to demand a further 60% of the contract price. The remaining amount is to be paid after the transfer of risk (see Section VIII.). Unless otherwise agreed, payments are due and payable within ten days of receipt of the invoice.

5. Checks and bills of exchange are only accepted on account of payment. Any costs arising from the collection of bills of exchange or checks shall be borne by the customer.

6. The customer may only offset or assert a right of retention or right to refuse performance if his counterclaim has been legally established or is undisputed. The offsetting or assertion of a right of retention or right to refuse performance on the basis of a counterclaim for compensation for the rectification of defects or additional completion costs arising from the same legal relationship is always possible in deviation from sentence 1.

7. Payments are to be made without deduction and free of charge for us to the account specified in the invoice. A payment shall only be deemed to have been made when the full invoice amount has been irrevocably credited to our account.

Transfer of risk and shipment, transport insurance

1. Unless we expressly agree otherwise with the customer, delivery ex works (EXW - INCOTERMS 2020) without packaging is agreed.

2. The risk of accidental loss or accidental deterioration of the delivery item shall pass to the customer when the goods are made available at the named place, if delivery by us has been agreed, when the goods are handed over to the person designated to carry out the delivery and transportation, irrespective of the place of dispatch. This also applies to partial deliveries and carriage paid deliveries.

3. If we have to perform work, the risk of accidental loss and accidental deterioration shall pass to the customer upon acceptance.

4. If this has not been expressly excluded in the contract, we are entitled to make partial deliveries if and to the extent that partial deliveries or partial performance is reasonable for the customer.

Retention of title

1. We reserve title to the delivery item (also "reserved goods") until the purchase price and all claims arising from the ongoing business relationship with the customer have been settled in full. The inclusion of individual claims in a current invoice and the drawing of a balance shall not affect the retention of title; in this case, the retention of title shall refer to the recognized or actual balance. Payment shall only be deemed to have been made upon receipt of the equivalent value by us or in our bank account. The retention of title shall not be revived for delivery items if, after the customer has acquired ownership of these delivery items, new claims arise from the business relationship with him.

2. If the customer acts in breach of contract, in particular in the event of default in payment, we shall be entitled in accordance with the statutory provisions to withdraw from the contract and to take back the delivered goods. For the purpose of taking back the goods, the customer hereby irrevocably authorizes us to enter his business and storage premises without hindrance and to take the reserved goods with us. After taking back the delivery item, we are authorized to sell it. The realization proceeds shall be credited against the customer's liabilities - less reasonable realization costs - in accordance with § 367 BGB.

3. The customer is obliged to treat the reserved goods with care, in particular he is obliged to insure the delivery item at his own expense against fire, water damage and theft at replacement value. If maintenance and/or inspection work is required, the customer must carry this out regularly at his own expense and risk.

4. In the event of seizure or other interventions by third parties, the customer must inform us immediately in writing.

5. The customer shall be entitled to resell the reserved goods in the ordinary course of business; this shall not apply if it is agreed in the course of the sale that the customer's claim against the third party is extinguished by offsetting. By way of security, the customer hereby assigns to us all claims (including all balance claims from a current account, including those arising after termination) in the amount of the final invoice amount (including VAT) of our claim to which he is entitled from the resale or any other legal reason against his customers or third parties. The assignment is independent of whether the reserved goods are sold without or after processing. We accept the assignment. The customer remains authorized to collect these claims even after the assignment. Our authorization to collect the claims ourselves remains unaffected by this. However, we undertake not to collect the claims as long as the customer duly fulfills his payment obligations and is not in default of payment. If this is the case, however, we may demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, in particular information on the debtor's address, hands over the relevant documents and informs the debtors of the assignment.

6. The customer is not entitled to assign or pledge the reserved goods or items manufactured from them as security without our consent. The conclusion of financing agreements (e.g. leasing) which include the transfer of ownership of our reserved goods shall require our prior written consent, unless the agreement obliges the financing institution to pay the portion of the purchase price to which we are entitled directly to us.

7. The processing or transformation of the goods subject to retention of title by the customer shall always be carried out on our behalf without any liabilities arising for us. If the reserved goods are processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount including VAT) to the other processed items at the time of processing. In all other respects, the same shall apply to the item created by processing as to the goods subject to retention of title.

8. If the reserved goods are inseparably combined with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount including VAT) to the other combined items at the time of combination. If the combination takes place in such a way that the customer's item is to be regarded as the main item, it shall be deemed agreed that the customer hereby assigns to us co-ownership on a pro rata basis. We accept the transfer. The customer shall hold our sole or co-ownership for us free of charge.

9. The customer hereby assigns to us, as security for our claims against him, the claims against a third party which accrue to him through the combination of the reserved goods with a property. We accept the assignment.

10. The customer shall bear all pre-litigation and court costs that have to be incurred in order to cancel a seizure or other access by a third party to the goods subject to retention of title and to recover them, insofar as they cannot be collected from the third party. If we are entitled to assert claims assigned to us, the customer shall reimburse us for the necessary pre-litigation and court costs.

11. We undertake to release the securities to which we are entitled at the customer's request to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%; we shall be responsible for selecting the securities to be released.

Acceptance

Work performed by us shall be deemed to have been accepted two weeks after completion of the work and our notification of readiness for acceptance, unless the customer has notified us in writing of significant defects within this period.

The customer shall only be entitled to refuse acceptance if and insofar as a defect cancels out or significantly reduces the normal and/or contractually stipulated use of the work and/or its value. If defects are found which do not entitle the customer to refuse acceptance, the customer must declare acceptance subject to the reservation that the defect is rectified.

Refusal of acceptance or reservations regarding the rectification of defects must be made in writing immediately upon designation of the notified defect or recorded in an acceptance report. If the customer puts the delivery item or the work into use, this shall be deemed acceptance.

Warranty, claims for defects

In addition to the statutory warranty claims applicable to the contractual relationship with the customer, the following shall apply:

1. All those parts or services which are defective due to a circumstance prior to the transfer of risk shall, at our discretion, be repaired or replaced without defects. We must be notified immediately in writing of the discovery of such defects. The provision of § 377 HGB (German Commercial Code) (obligation to inspect and give notice of defects) remains unaffected, insofar as applicable. If parts are replaced, the replaced parts shall become our property.
2. The customer shall only have the right to remedy an existing defect himself or have it remedied by a third party and to demand compensation from us for the associated necessary expenses if, in urgent cases, there is a risk to operational safety or if this is necessary to prevent disproportionately large damage to the customer. In this case, we must be informed immediately in advance.
3. In the event of a justified notice of defects, we shall bear the expenses necessary for the purpose of subsequent performance. Additional costs caused by the fact that the customer has moved a delivery item to a place other than the original place of delivery after delivery shall be borne by the customer. If a defect in the delivery item or service cannot be determined following a notification of defects, the customer shall reimburse us in full for the costs incurred in connection with the inspection.
4. Within the framework of the statutory provisions, the customer has the right to withdraw from the contract if we - taking into account the statutory exceptions - allow a reasonable deadline set for us for the rectification of defects or replacement delivery to elapse without success. However, if there is only an insignificant defect, the customer shall only be entitled to a reduction in the contract price. The right to a reduction shall otherwise be excluded.
5. Warranty claims shall not arise or shall lapse in the event of only insignificant deviations from the requirements for the object of performance or delivery and in the event of only insignificant impairment of its usability. Warranty claims shall not arise or shall lapse if the customer has used the object of delivery or service unsuitably or improperly, has installed it incorrectly or has put it into operation incorrectly, in the event of natural wear and tear, incorrect operation, inadequate maintenance and in the event of modifications or extensions to the object of delivery/service, unsuitable operating materials, defective construction work and other influences, insofar as they are not attributable to our fault. If the customer or a third party carries out improper repairs, we shall not be liable for the resulting consequences. The same applies to any modification of the delivery item that was not carried out with our prior consent.
6. If installations, repairs or other services provided by us are defective, the customer shall be entitled to a reduction in price within the framework of the statutory provisions, in deviation from the above Section 4, if a reasonable deadline set for us to provide the service during our delay has expired without result. This shall also apply in other cases in which we fail to remedy the defect. A right of withdrawal shall only arise if the installation, repairs and other services are objectively of no interest to the customer despite the reduction. 

7. If we (also) have to provide consulting services (consulting) on the basis of the contractual agreements, we are only liable for the correctness of the content of the advice, but not for the client achieving the purpose and success pursued and intended with the advice.

Liability and limitations of liability, exclusion

1. Our liability for damages, irrespective of the legal grounds, in particular also for impossibility, delay in delivery, breach of obligations in contract negotiations or tort, shall be governed by the statutory provisions unless otherwise agreed in this clause.

2. We shall be liable without limitation, insofar as relevant, under the Product Liability Act, in the event of fraudulent concealment of a defect, for damages resulting from injury to life, body or health, in the event of intent and gross negligence or insofar as we have assumed a guarantee, but only in accordance with the respective guarantee conditions.

3. In the event of only slightly negligent breach of material contractual rights or obligations arising from the content and purpose of the contract, our liability shall be limited to the damage foreseeable at the time of conclusion of the contract and typical for the contract. Essential contractual obligations are only those obligations whose fulfillment enables the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely. Otherwise, liability for simple negligence is excluded. Insofar as our liability is excluded or limited in accordance with the above conditions, this shall also apply to the personal liability of our legal representatives, employees and vicarious agents.

4. Our liability under this section is limited to EUR 50,000 per loss event and EUR 150,000 per contract. The above limitations of liability shall not apply if the customer declares a higher value as the maximum limit of liability in writing before concluding the contract. In the event of a corresponding declaration of value, the maximum liability limit shall be determined by the declared value. We shall charge the customer a surcharge for the increased value limit, which in particular covers the additional costs we incur as a result (e.g. higher insurance costs).

Statute of limitations

1. The customer's claims for subsequent performance due to defects in the delivery item shall lapse after one year. The customer's claims for subsequent performance due to defects in accordance with § 438 Para. 1 No. 2 BGB and § 634a Para. 1 No. 2 BGB remain unaffected.

2. Other claims of the customer due to breaches of duty by us, in particular claims for damages, shall lapse after one year. This shall not affect the customer's right to withdraw from the contract due to a breach of duty for which we are responsible and which is not due to a defect. Notwithstanding sentence 1, the statutory limitation periods shall apply to the following claims of the customer:

• 2.1 .in accordance with the Product Liability Act and due to damage resulting from injury to life, limb, health or material rights and obligations arising from the contract,
• 2.2. due to damage caused by an intentional or grossly negligent breach of duty by us or our vicarious agents,
• 2.3 due to fraudulent concealment of a defect,
• 2.4. for reimbursement of expenses in accordance with § 478 Para. 2 BGB.

3. The statutory provisions on the commencement of the limitation period, suspension of expiry, suspension and recommencement of time limits remain unaffected.

4. Our claims against the customer shall lapse in accordance with the statutory provisions.

Data protection, confidentiality and prohibition of reverse engineering

1. We are entitled to process and store the data received about the customer in connection with the business relationship - even if it originates from third parties - in accordance with the provisions of the GDPR and the Federal Data Protection Act or to have it processed and stored by third parties commissioned by us.

2. The customer is obliged not to disclose to third parties any confidential information (including business secrets) that it learns in connection with a contract with us and its performance. Confidential information is information that is marked as confidential or whose confidentiality is evident from the circumstances, regardless of whether it has been communicated in written, electronic, embodied or oral form. Confidential information includes, in particular, our technologies, business data, business plans and strategies, economic relationships and economic status, personnel information, unpublished intellectual property rights and other information that is not publicly available.

3. In particular, the customer is prohibited from obtaining confidential information by means of reverse engineering. Reverse engineering includes all actions, including observing, testing, examining, disassembling and, if necessary, reassembling, with the aim of obtaining confidential information.

Place of jurisdiction, place of performance and applicable law

1. If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall be Chemnitz. The same applies if the customer does not have a general place of jurisdiction in Germany or moves his domicile or usual place of residence abroad after conclusion of the contract or if his domicile or usual place of residence is not known at the time the action is brought. However, we reserve the right to sue the customer at his general place of jurisdiction.

2. Unless we have expressly agreed otherwise with the customer, Chemnitz shall be the place of performance for all services arising from the contract.

3. The law of the Federal Republic of Germany shall apply. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

Final provisions

1. Should individual provisions of the contract or these Terms and Conditions of Delivery and Installation be or become invalid or void, this shall not affect the validity of the rest of the contract and the agreements. The invalid or void provision shall be deemed to be replaced by a provision which comes closest to the economic sense and purpose of the invalid or void provision in a legally effective manner. The above provision shall apply accordingly in the event of loopholes. Should the invalid or void provision be a General Terms and Conditions within the meaning of § 305 BGB, § 306 BGB shall apply in deviation from the above.

2. No action by us, other than an express written waiver, shall constitute a waiver of any right to which we are entitled under the contract, these Terms and Conditions or the law. Any delay in exercising our rights shall also not constitute a waiver of the right concerned. A one-time waiver of a right shall not be deemed a waiver of that right on another occasion.