Terms and Conditions

General

The Terms and Conditions apply to all present and future business relationships with ARTEC IT Solutions AG. The Terms and Conditions do not apply to customers conducting business with ARTEC IT Solutions USA LP or ARTEC IT Solutions AP. A CONSUMER within the meaning of these Terms and Conditions shall be an individual with whom a business relationship is entered into, and who does not perform commercial or self-employed occupational activities. An ORGANIZATION within the meaning of these Terms and Conditions shall be an individual, a legal entity, or a partnership with legal capacity, with which a business relationship is entered into, and which acts in the exercise of commercial or self-employed occupational activity. A CUSTOMER within the meaning of these Terms and Conditions is a CONSUMER or an ORGANIZATION. The COMPANY within the meaning of these Terms and Conditions is ARTEC IT Solutions AG. All goods and services are subject to these Terms and Conditions. These Terms and Conditions are regarded as accepted at the latest with the acceptance of the goods or the service. Conflicting business or purchase conditions provided by the CUSTOMER will only be accepted if they are expressly agreed to in writing. Subsidiary agreements and amendments to these Terms and Conditions are not legally binding, unless they are confirmed as accepted in writing by the COMPANY.

Offers and Conclusion of a Contract

All offers made by the COMPANY are subject to change. Technical modifications and changes in form, color, and/or weight shall remain within the limits of what can be reasonably expected. A contract is only concluded after the COMPANY confirms in writing an order placed by a CUSTOMER. The same applies to supplements, modifications, and subsidiary agreements. The COMPANY reserves the right to confirm the conclusion of a contract by means of an invoice. Dimensions, engineering drawings, and pictures of the products are non-binding. Cost estimates may be exceeded or undershot by 15%. For service and development orders, any written deadline and price confirmations shall be considered non-binding target dates and prices and not as binding covenant, because unexpected changes of deadlines or prices can occur at any time.

Pricing

All costs are quoted, if not indicated differently, plus packaging, transport, freight insurance, and the respective valid VAT on the day of dispatch ex-warehouse. The right to dispatch via payment in advance or cash on delivery (COD) is expressly reserved for all deliveries. All quotes prices shall be considered non-binding. The prices stated in the order confirmation provided by the COMPANY shall be considered authoritative. Additional services, which are not expressly contained within the offer, will be charged separately. Unforeseeable changes to customs duties, import or export charges, or currency exchange rates shall permit the COMPANY to adjust its prices as appropriate. For call-off orders, the price agreed upon serves as a basis on completion of the contract. Changes of price during the contract period entitle the COMPANY to a corresponding price adjustment.

Time of Delivery and Service

All deliveries must be agreed to in writing. Delivery times begin with the date on which the order confirmation is created by the COMPANY. All delivery obligations are subject to the COMPANY receiving the supplies necessary to fulfill the order within the intended period. Appropriate arrangements shall be provided for by the COMPANY. Partial deliveries and partial services shall be considered admissible. With delivery contracts, each partial delivery and partial service provided shall be deemed as an independent service rendered. Late delivery shall not be considered to have occurred in cases of force majeure or due to unforeseen events that make delivery considerably more difficult or impossible. These include operational disruptions, force majeure and strikes, etc., regardless of whether they affect the COMPANY, contractors, or subcontractors. In these cases, the buyer shall not be entitled to claim late delivery compensation or damage compensation for failure to fulfill.

In the event of an unforeseen event delays delivery or the rendering of services, the COMPANY shall be entitled to postpone delivery or rendering of services for the duration of the delay plus a period of two months, and shall be permitted to withdraw from the contract completely or in part. If the delivery or the rendering of services is delayed for longer than two months, the CUSTOMER is entitled to rescind the parts of the contract that have not yet been fulfilled. If the time of delivery or rendering of services is extended due to reasons for which the COMPANY is not responsible, the CUSTOMER shall not be entitled to any claims for damages. In the aforementioned circumstances, the COMPANY shall be entitled to withdraw from the contract by notifying the CUSTOMER immediately in writing. The CUSTOMER shall be entitled to withdraw from the contract if a delay in delivery or the rendering of services was found to be caused by the COMPANY. Any claims for damages or compensation are excluded.

Dispatch and Transfer of Risk

For an ORGANIZATION, the risk of accidental loss or accidental deterioration shall be deemed as accepted once the product has been handed over to the freight forwarder, shipping agent, or an otherwise specified dispatch person. For a CONSUMER, the risk of accidental loss or accidental deterioration of the sold item is only transferred when the product has been handed over to the CUSTOMER. If a CONSUMER delays accepting the product, the transfer shall still be deemed to have taken place. The COMPANY will insure the products at the expense of the CUSTOMER, if a delivery without any form of transport insurance is not expressly requested. For consignments addressed to the COMPANY, the sender alone is responsible for any risk, and particularly any transportation risks, until the goods have been received by the COMPANY. The sender shall also be responsible for payment of all transportation costs. Carriage forward will not be accepted and returned at the expense of the CUSTOMER. The refusal to accept a delivery agreed to verbally or in writing shall incur a restocking charge amounting to 15% of the product value.

Terms of Payment

Unless otherwise agreed to, all invoices shall be paid as agreed upon via advance payment, cash in hand, or cash on delivery. All payments shall be charged for the latest debt in principal, irrespective of any contrary regulations of the CUSTOMER. If a cost of collection or relevant interest has already accumulated, any payment received shall cover the cost of collection first, and then any accumulated interest, and finally the principal amount due itself. The CUSTOMER is only entitled to offset, withhold, or reduce payment if relevant counterclaims have been legally established or accepted by the COMPANY. Partial deliveries and partial services rendered can be charged to the CUSTOMER separately. All payments with debt discharging effect are exclusively payable to a bank account of the COMPANY within 10 days of receiving the goods. After the expiry of this term, the CUSTOMER shall be deemed to be in default of payment. If the CUSTOMER does not comply with the agreed payment obligations or suspends payment, the COMPANY shall be entitled to withdraw from the contract with immediate effect and without providing special notice. In these cases, any unpaid amount due to the COMPANY will become due immediately in a lump sum. The same applies if the COMPANY becomes aware of other circumstances that bring the financial standing of the CUSTOMER into question. If the COMPANY does not grant a release from the contract, the COMPANY is permitted to demand an immediate provision of security, such as prepayment or a bank guarantee. The COMPANY reserves the right to discontinue further deliveries to the CUSTOMER, even if corresponding delivery contracts have been concluded. A CONSUMER is obliged to pay interest at 5% above the base rate during the period of default. An ORGANIZATION is obliged to pay interest at 8% above the base rate during the period of default. The COMPANY reserves the right to demonstrate higher default damages and claim these from an ORGANIZATION.

Retention of Ownership

For business relationships with a CONSUMER, the COMPANY will retain ownership of all goods until payment has been made in full. For business relationships with an ORGANIZATION, the COMPANY will retain ownership of all goods until all claims from any ongoing business relationships with the COMPANY have been paid in full. With respect to current accounts, the retained ownership is regarded as a security for the offset balance. Any processing of merchandise supplied and still owned by the COMPANY shall be understood as having occurred by order of the COMPANY, without any liability being incurred by the COMPANY as a result. If the CUSTOMER integrates a product into other equipment, the COMPANY shall become co-owner of the newly created product to the extent of the value of the product of the COMPANY in the other equipment. Should the product delivered by the COMPANY be mixed with or affixed to other items and the ownership of the COMPANY in the product thereby cease to exist, the CUSTOMER will transfer co-ownership to the COMPANY in relation of the invoice value of the COMPANY to the total value of the new item. The CUSTOMER shall further store the new item safely for the COMPANY free of charge. The CUSTOMER is entitled to resell the privileged property only in the ordinary course of business and subject to ordinary sales conditions, for as long as the CUSTOMER is not in default. Extraordinary dispositions such as pledges, transfers of ownership as security, or assignments are not permitted.

All claims (including all of the account balance claims from the current account) arising out of the onward sale or another legal reason (insurance, unlawful act) with regard to products subject to retention of property are, to their full extent, hereby assigned to the COMPANY by the CUSTOMER. The COMPANY shall confer revocable authority to the CUSTOMER to collect, on behalf of the COMPANY, the claims assigned to the COMPANY. A direct debit authorization may only be revoked if the account of the CUSTOMER is in good standing. In case of attempts by third parties to seize the products of which ownership is retained by the COMPANY, the CUSTOMER shall advise such third parties of the right of the COMPANY to claim ownership. The CUSTOMER shall further inform the COMPANY about such an attempt having taken place. The CUSTOMER shall take all necessary actions to prevent such seizures. In case payment is not made as agreed, the COMPANY shall be entitled to take possession of its sold products by means of entering the business premises through representatives who shall have to legitimate themselves accordingly. The COMPANY shall be able to carry out these tasks without first obtaining a court order or other authorizations asserting the proprietary rights. The CUSTOMER shall pay for all costs of transportation. Upon request of the COMPANY, the CUSTOMER shall send back to the COMPANY the remaining extent of any received products at the cost and liability of the CUSTOMER, whenever an invoice remains unpaid. Reclaiming and seizing of products sold by the COMPANY shall not constitute a rescission of the contract. If the value of the reserved securities exceeds a debt claim by 25%, the COMPANY shall release securities to this extent at its sole discretion, and only on demand of the CUSTOMER. The CUSTOMER bears the onus of proof that the retained securities exceed 25% percent.

Warranty and Liability

For an ORGANIZATION, the warranty period for all services provided and products delivered by the COMPANY shall be 1 year. For a CONSUMER, the warranty term shall be 2 years from the day the product is delivered. In the case of used products, the warranty period is one year after the day of delivery. This does not apply if notification of a defect is not given in a timely manner. For an ORGANIZATION, the COMPANY shall provide, at its sole discretion, either rectification of the defect or a replacement delivery. For a CONSUMER, due to economic reasons, defects for products valued at less than 200.00 € shall only be rectified by means of a replacement delivery. If the value of the product exceeds this amount, the COMPANY shall be permitted to rectify the defect within a reasonable amount of time. For the ramification of doubt, a reasonable amount of time shall be considered 20 working days. In case a defect cannot be rectified in an economically reasonable manner, the defect shall instead be rectified by means of a replacement delivery. In case a defect fails to be rectified, the CUSTOMER is, at his or her sole discretion, entitled to a reduction of the amount due, or to a cancellation of the contract. In case of a minor defect, the CUSTOMER shall not be permitted to cancel the contract. The CUSTOMER shall inform the COMPANY about any obvious defects within a period of two weeks after receipt of the product. An assertion of warranty claims for obvious defects shall not be permitted after this time. A punctual dispatch of the notification of a defect is sufficient for compliance with these warranty conditions. An ORGANIZATION shall full burden of proof for all claims made, in particular for the defect, the date of detection of the defect, and due notification of the defect. A CONSUMER must provide written information concerning obvious defects within a period of two months from the date on which the state of the products being contrary to the contract was established. Decisive for meeting the deadline is the timely receipt of the notification by the COMPANY. If the timely submission of a notification is omitted, the right to warranty claims shall expire two months after the discovery of the defect. The aforementioned shall not apply if the COMPANY has committed an act of gross negligence. A CONSUMER shall bear the burden of proof if it is asserted that a persuasion to purchase was made by means of an incorrect statement made by the COMPANY. For used goods, a CONSUMER shall bear the burden of proof for a product's defectiveness. For an ORGANIZATION, the agreed composition of the product shall consist solely of the product description provided by the manufacturer. Public statements, recommendations, or advertising by the COMPANY shall not establish a guarantee of quality or merchantability. If the CUSOTMER decides to withdraw from the contract on the grounds of a legal issue or defect of the product following a failed attempt at rectification, the CUSTOMER shall not be eligible for any claims for damage on the grounds of the defect. Should the CUSTOMER demand compensation after a failed attempt at rectification, the goods will remain with the CUSTOMER as far as it is reasonable. Compensation shall be limited to the difference between purchase price and value of the defective item. This does not apply if the COMPANY has violated the contract in a fraudulent manner. If the CUSTOMER receives faulty assembly instructions, the COMPANY shall merely be required to send fault-free assembly instructions, and this shall only be necessary if the faulty assembly instructions prevent proper assembly from taking place. For an ORGANIZATIONS, notifications of defect shall not affect the date on which the purchase price is due for payment unless the justification for this is recognized in writing and ascertained by a court of law on a final and absolute basis. In case a defect notification is submitted, the CUSTOMER shall be obligated to send the defective product in its original packing to the COMPANY. The CUSTOMER shall include a detailed error description mentioning the model and serial number, and include a copy of the delivery note included with the product. If the CUSTOMER does not comply with these obligations, he or she shall not be entitled to a repair, replacement, or reduction of the amount due. Replaced parts shall become property of the COMPANY. If recommendations made by the COMPANY for the operation and maintenance of the product are not observed by the CUSTOMER, if modifications are made to the product, if parts of the product are replaced, or if consumables are used in a manner that is not in compliance with the original specifications, then all warranty shall become null and void. If the CUSTOMER submits a defect notification and it is later determined that no defect exists, the CUSTOMER shall pay an amount of € 50.00 to the COMPANY in order to cover administrative expenses. The COMPANY shall be entitled to claim a higher amount if it can prove that this amount is necessary to cover any incurred expenses (e.g. verification by an external vendor that is invoiced to the COMPANY). This amount is used to cover administrative expenses. The transfer of warranty titles to third parties is prohibited. If the CUSTOMER sells products delivered by us to a third party, then he or she shall not be permitted to refer to the COMPANY for any related legal and/or contractual warranty claims. Sections 377 and 378 of the German Handelsgesetzbuch regarding the inspection and complaint procedures for merchants shall remain in effect. The warranty is expressly limited to the repair or replacement of defective products that have been delivered. The CUSTOMER shall bear any risk of data loss occurring if the COMPANY attempts to make repair to a defective product. The CUSTOMER agrees not to hold the COMPANY liable for any loss of data in any way.

Disclaimer

In the event of slightly negligent violations of obligation, the liability of the COMPANY shall be limited to the average direct damages that are foreseeable and typical for contracts dealing with goods of this type. This shall also apply to any slightly negligent violation of obligations on the part of the legal representatives or external agents working for the COMPANY. The COMPANY shall not be liable for slightly negligent violations of obligation if the contract party is an ORGANIZATION. The limitations of liability mentioned above do not affect the ability for the CUSTOMER to make claims regarding product liability. Furthermore, the limitation of liability shall not apply to physical injury and health damage that is attributable to the COMPANY, or in case of loss of life of the CUSTOMER. Claims for damages by the CUSTOMER are valid for one year after delivery of the merchandise unless it is proven that the COMPANY has performed an act of gross negligence.

Software

If programs are part of the scope of delivery, the CUSTOMER receives a single unlimited right of use. The CUSTOMER is not permitted to copy the program or pass it on to third parties. Any rights of multiple uses shall call for a special written agreement. In case of violation of these conditions, the CUSTOMER shall be liable for any and all the damages that arise.

Applicable Law

The law of the Federal Republic of Germany shall be applicable for these Terms and Conditions and all our legal relations with the CUSTOMER. The English version of the Terms and Conditions is for informational purposes only and shall not be considered legally binding. In case of an inconsistency or omission, only the text of the German version shall be considered correct and accurate. Other national laws and likewise the United Nations Convention on Contracts for the International Sale of Goods (CISG) are excluded. If the CUSTOMER is a fully qualified merchant according to the German Handelsgesetzbuch, a legal entity under public law, or a public separate estate, Bad Vilbel shall be considered the agreed jurisdiction as chosen by the COMPANY for all disputes arising directly or indirectly from the business relationship. In the event that any one provision of these Terms or Conditions or a provision within the framework of other agreements reached between the COMPANY and the CUSTOMER is or becomes invalid, the validity of all other provisions of these Terms and Conditions or other agreements shall remain unaffected. A fully or partly ineffective statement shall be replaced by a regulation whose economic success as far as possible most closely approaches the ineffective one.