General Terms and Conditions

General

a) The following terms and conditions apply to all current and future deliveries of XAPI Software für Fertigungsautomation GmbH, unless other conditions have been agreed in writing.

b) By placing an order, the orderer accepts these terms and conditions. Differing conditions of the customer are not valid. Side agreements require the express written approval of XAPI Software für Fertigungsautomation GmbH in order to be valid.

c) The terms and conditions apply only to entrepreneurs in the sense of § 310 I BGB.

Quotation and Order

a) Our offer is non-binding.

b) A contract is only concluded by our written order confirmation.

c) The supplier reserves ownership rights and copyrights to cost estimates, drawings and other offer documents; they may not be made accessible to third parties.

d) The scope of delivery is described in the order confirmation. Unwritten hardware and software are not included in the scope of delivery. If the order confirmation is not objected to within 10 working days, then its content shall be deemed a binding object of the contract.

e) The software scope can only be roughly outlined in the order confirmation. If a specification is created after the order confirmation, then the content of the specification is considered to be a binding delivery. Will the scope of services be changed, XAPI Software für Fertigungsautomation GmbH reserves the right to adjust prices and adjust delivery dates.

Prices and Payments

a) Unless otherwise stated in the order confirmation, our prices in Euro apply "ex works" excluding packaging, freight, insurance and customs.

b) The VAT is not included in our prices. It will be shown separately in the bill at the statutory rate on the date of invoicing.

c) Services are to be paid immediately upon receipt of the invoice. All other invoices of XAPI Software für Fertigungsautomation GmbH are to be paid net within 14 days of the invoice date, unless otherwise agreed. The legal rules apply regarding late payment.

d) Set-off rights are only available to the purchaser if his counterclaims have been legally established or are undisputed or acknowledged by us.

Delivery Time

a) The delivery period begins with the order confirmation, but not before receipt of all documents required for the order confirmation and complete clarification of the technical requirements and receipt of the agreed advance payment.

b) If the scope of service is subsequently changed at the request of the customer, the price and the delivery date must be re-agreed.

c) The Supplier shall only be in default if the Purchaser has given him a reasonable grace period in advance and the Supplier has culpably allowed this period to elapse without delivering.

d) If we are prevented from fulfilling our obligations despite the reasonable exercise of due care in the circumstances of the case, we shall be entitled to rescind the contract.

e) If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred.

Delivery, Transfer of Risk and Approval

a) Partial deliveries are permitted.

b) The risk passes to the purchaser as soon as the readiness for dispatch of the delivery item is indicated, at the latest, however, when the goods have left the plant of XAPI Software für Fertigungsautomation GmbH.

c) The customer is obliged to accept the delivery items immediately after delivery. Minor defects that do not materially affect the function do not justify a refusal to accept.

d) The system is deemed to have been accepted when the customer starts production with the delivery items.

e) In the event of default in acceptance, the customer is obliged to reimburse the supplier for all costs incurred as a result.

Warranty

a) The warranty for hardware is 12 months and begins with the intended use. The warranty for software is 24 months and starts from acceptance, but no later than 6 weeks after hardware delivery.

b) Complaints due to incomplete deliveries or externally recognizable defects shall be submitted in writing to XAPI Software für Fertigungsautomation GmbH no later than 8 days after receipt.

c) In the case of complaints, payments of the customer may be withheld to an extent that is in reasonable proportion to the defects that have occurred.

d) Failure to remedy the defect gives the purchaser the right to either demand a reasonable reduction or cancellation of the contract.

e) All warranty claims expire if work on the delivery items is carried out by third parties without consent.

Right of Use of Programs

a) All rights to programs for equipment and computer systems, in particular copyright and industrial property rights, remain with the supplier.

b) The Purchaser receives the non-exclusive and non-transferable right to use the programs on the hardware specified in the contract or purchased with this contract.

c) The right of use of the customer is not limited.

Other Claims for Damages

a) Claims for damages and claims for reimbursement of expenses of the purchaser, for whatever legal reason, in particular due to breach of duties arising from the contractual relationship and from tort, are excluded.

b) This does not apply to the extent that liability is mandatory: for example, under the Product Liability Act, in cases of intent, gross negligence, injury to life, limb or health due to the violation of essential contractual obligations.

Retention of Title

a) The goods remain the property of the supplier until the fulfillment of all claims against the customer arising from the business relationship.

b) Delivery items may be sold or processed by the business and not pledged. He hereby assigns to the Supplier all claims which he shall accrue to Buyer in ordinary resale.

c) The Supplier undertakes to release the securities due to him insofar as their value exceeds the claims to be secured by more than 25%.

d) If the purchaser falls into arrears with his payment obligations, the entire remaining debt becomes due immediately, and XAPI is entitled to take back the goods.

Fulfillment & Jurisdiction

a) Place of performance for deliveries and payments - as well as bill of exchange - as well as place of jurisdiction for all disputes arising directly from the contractual relationship is our place of business.

b) The supplier is also entitled to sue at the customer's headquarters.