Terms and Conditions

• § 1 Scope of Application
• § 2 Subject Matter and Formation of the Contract
• § 3 Prices
• § 4 Terms of Payment
• § 5 Delivery and Delivery Times
• § 6 Transfer of Risk
• § 7 Retention of Title
• § 8 Product Descriptions
• § 9 Warranty
• § 10 Inspection and Notice of Defects
• § 11 Complaints
• § 12 Returns
• § 13 Manufacturer's Warranty
• § 14 Limitation of Liability
• § 15 Data Protection
• § 16 Governing Law and Jurisdiction

§ 1 Scope of Application

(1) These General Terms and Conditions ("GTC") shall apply to all agreements for the purchase of goods concluded between CDS IT-Systeme GmbH, Edisonstr. 19, 32791 Lage, Germany (hereinafter referred to as "CDS"), and its customers via the online shops operated by CDS.

(2) The products and services offered by CDS are exclusively intended for entrepreneurs (business customers) within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law. Contracts with consumers within the meaning of Section 13 BGB are expressly excluded.

(3) Any conflicting, deviating or supplementary terms and conditions of the customer shall not become part of the contract unless CDS has expressly agreed to their validity in text form. This requirement for consent shall apply in all cases, including where CDS performs delivery without reservation while being aware of the customer's terms and conditions.

§ 2 Subject Matter and Formation of the Contract

(1) CDS distributes products through its online shops from its own inventory as well as products supplied by third parties (manufacturers, suppliers and distribution partners). Irrespective of the origin, ownership or delivery route of the goods, the purchase agreement shall be concluded exclusively between CDS and the customer. CDS shall be the sole contractual partner and invoice issuer vis-à-vis the customer. CDS shall be entitled to engage third parties, in particular manufacturers, suppliers or logistics partners, for the performance of its contractual obligations.

(2) The presentation of products in CDS online shops, catalogues, price lists or other sales media does not constitute a legally binding offer but merely an invitation to the customer to submit a binding order.

(3) By submitting an order via the online shop, the customer makes a binding offer to conclude a purchase agreement.

(4) Receipt of the customer's order shall be confirmed electronically. Such confirmation shall not constitute acceptance of the customer's offer.

(5) The contract shall only come into effect upon CDS issuing an express order confirmation in text form.

(6) CDS reserves the right to reject orders without stating reasons, particularly if ordered products are unavailable, delivery is impossible, or there are indications of abusive or fraudulent ordering.

(7) If an ordered product is unavailable and CDS therefore does not accept the customer's offer, the customer shall be informed without undue delay. Any payments already made shall be refunded.

§ 3 Prices

(1) All prices are stated in Euro (EUR) and are exclusive of the applicable statutory value added tax (VAT)

(2) Shipping costs, packaging costs and any other ancillary charges shall be invoiced separately where applicable.

§ 4 Terms of Payment

(1) The payment methods available for a particular order shall be displayed during the ordering process.

(2) Unless otherwise agreed, invoices shall be payable within fourteen (14) days from the invoice date without deduction.

(3) In the event of late payment, the statutory provisions shall apply. CDS shall be entitled to charge default interest and claim compensation for any additional damages resulting from the delay.

(4) CDS reserves the right to make delivery conditional upon advance payment or the provision of appropriate security, particularly in the case of new customers, international deliveries, or where there are indications of an increased credit risk.

(5) The customer shall only be entitled to set-off or exercise a right of retention insofar as its counterclaims have been finally adjudicated, are undisputed, or are ready for decision by a competent court.

§ 5 Delivery and Delivery Times

(1) Delivery dates and delivery periods are non-binding unless they have been expressly agreed as binding.

(2) Any information provided in the online shops regarding delivery times, inventory levels or product availability is for informational purposes only and shall not constitute a binding commitment.

(3) CDS shall be entitled to make partial deliveries, provided that such partial deliveries are reasonable for the customer.

(4) Delivery shall be made ex warehouse or by shipping service providers commissioned by CDS.

(5) Delivery periods shall be extended by an appropriate period in the event of force majeure, governmental measures, disruptions in supply chains, or any other circumstances beyond the reasonable control of CDS.

(6) CDS reserves the right to timely and proper self-supply by its own suppliers. If CDS is not supplied, or not supplied in due time, despite having concluded a corresponding covering transaction, CDS shall be entitled to withdraw from the contract. In such event, any payments already made by the customer shall be refunded.

§ 6 Transfer of Risk

(1) The risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon delivery of the goods to the carrier, freight forwarder or any other person or entity designated to perform the shipment.

(2) If shipment is delayed for reasons attributable to the customer, the risk shall pass to the customer upon notification that the goods are ready for dispatch.

§ 7 Retention of Title

(1) The goods delivered shall remain the property of CDS until all present and future claims arising from the business relationship with the customer have been settled in full.

(2) The customer shall be entitled to resell the goods subject to retention of title in the ordinary course of business. Pledging the goods or transferring them as security shall not be permitted.

(3) The customer hereby assigns to CDS, by way of security, all claims arising from the resale of the goods subject to retention of title in the amount of the respective invoice value of such goods. CDS hereby accepts this assignment.

(4) Until revoked, the customer shall remain authorised to collect the claims assigned to CDS. CDS shall be entitled to revoke this authorisation if the customer fails to properly fulfil its payment obligations towards CDS.

(5) In the event of a breach of contract by the customer, in particular in the event of default in payment, CDS shall be entitled to reclaim the goods subject to retention of title in accordance with the applicable statutory provisions.

§ 8 Product Descriptions

(1) Product images, technical specifications, descriptions and other product information are provided for general information purposes only and may differ slightly from the products actually delivered.

(2) Technical modifications by the manufacturer, model updates and customary commercial deviations are reserved, provided that they do not impair the contractual use of the goods.

(3) Used or refurbished products may show signs of age or prior use, provided that such signs do not impair their functionality or have been disclosed in the respective product description.

§ 9 Warranty

(1) Unless otherwise provided below, the statutory provisions governing warranty claims for defects shall apply.

(2) The limitation period for warranty claims shall be twelve (12) months from the transfer of risk for new goods; and six (6) months from the transfer of risk for used goods.

(3) In the event of a defect, CDS shall, at its sole discretion, be entitled to remedy the defect or to deliver replacement goods.

§ 10 Inspection and Notice of Defects

(1) Upon receipt, the customer shall inspect the delivered goods without undue delay with regard to completeness, transport damage and any apparent defects.

(2) Any apparent defects shall be notified to CDS in text form without undue delay and no later than five (5) business days after receipt of the goods.

(3) Hidden defects shall be reported to CDS without undue delay after their discovery.

(4) In all other respects, the customer's duties to inspect and notify defects shall be governed by Section 377 of the German Commercial Code (Handelsgesetzbuch – HGB).

§ 11 Complaints

(1) Any complaint relating to defects or other objections concerning the delivered goods shall be submitted to CDS without undue delay after discovery, stating the relevant order or invoice number together with a detailed description of the issue.

(2) Upon request by CDS, the customer shall provide any additional information reasonably required for processing the complaint, including, but not limited to, serial numbers, photographs or other supporting documentation.

(3) CDS shall examine the complaint and determine the appropriate course of action in accordance with the applicable statutory warranty rights, any applicable manufacturer's warranty and the circumstances of the individual case.

(4) Goods subject to a complaint may only be returned after prior coordination with and approval by CDS.

§ 12 Returns

(1) The return of goods that are free from defects shall only be accepted with the prior written consent of CDS.

(2) The customer shall have no legal entitlement to return goods that are free from defects.

(3) CDS reserves the right to make acceptance of a return subject to the payment of reasonable handling and/or restocking charges.

(4) Goods procured specifically for the customer, individually configured products and products manufactured or ordered according to the customer's specifications shall be excluded from return.

§ 13 Manufacturer's Warranty

Any manufacturer's warranty shall exist exclusively between the customer and the respective manufacturer. The scope and conditions of any such warranty shall be governed solely by the applicable warranty terms of the respective manufacturer.

The customer's statutory warranty rights against CDS shall remain unaffected.

§ 14 Limitation of Liability

(1) CDS shall be liable without limitation for damages resulting from wilful misconduct or gross negligence on the part of CDS, its legal representatives or its vicarious agents.

(2) In the event of a slightly negligent breach of essential contractual obligations (cardinal obligations), CDS's liability shall be limited to the foreseeable damage typical for this type of contract. Essential contractual obligations are those obligations whose fulfilment is indispensable for the proper performance of the contract and on whose compliance the contractual partner may regularly rely.

(3) Subject to Clause 2 above, CDS shall not be liable for damages caused by slight negligence.

(4) To the extent permitted by applicable law, liability for loss of profit, loss of anticipated savings, business interruption, production downtime and any indirect, incidental or consequential damages shall be excluded.

(5) The above limitations and exclusions of liability shall not apply to damages resulting from injury to life, body or health, where CDS has fraudulently concealed a defect, where CDS has expressly assumed a guarantee or to mandatory liability under the German Product Liability Act (Produkthaftungsgesetz) or any other mandatory statutory provisions.

(6) To the extent that the liability of CDS is excluded or limited, the same shall apply to the personal liability of its legal representatives, employees and vicarious agents.

§ 15 Data Protection

Information regarding the processing of personal data is provided in the CDS Privacy Policy, as amended from time to time.

§ 16 Governing Law and Jurisdiction

(1) The laws of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(2) The exclusive place of jurisdiction for all disputes arising out of or in connection with the business relationship between CDS and the customer shall be the registered office of CDS IT-Systeme GmbH.