1.1. The subject of and part of the contractual relationship between dxCloud Portal and the customer arise from these terms and conditions; the current GTC are available to the customer at www.dxcloud.org.
1.2 The validity of deviating or conflicting terms and conditions of the customer is excluded unless dxCloud Portal expressly agrees to their validity in writing. The terms and conditions also apply if dxCloud Portal delivers in the knowledge of conflicting or deviating terms and conditions without reservation.
1.3 All agreements made between dxCloud Portal and the customer for the purpose of executing this contract shall be recorded in writing.
dxCloud Portal reserves ownership and copyright of illustrations, drawings, calculations and other documents ("contract documents"); the customer may not make contract documents available to third parties without the permission of dxCloud Portal. Incidentally, section 7 is supplementary.
3.1. Subject to a separate agreement with the customer, the prices in accordance with the price list of dxCloud Portal apply. The prices are ex works excluding packaging plus applicable statutory value added tax.
3.2. Deduction of discount requires special written agreement.
3.3. Unless otherwise stated in the order confirmation, the price is due net (without deductions) within 30 days of the invoice date.
3.4. The customer is only entitled to set-off rights if the counterclaim has been legally established, uncontested or unconditionally acknowledged. The customer is only entitled to a right of retention insofar as the counterclaim is based on the same contractual relationship.
4.1. The beginning of the delivery time specified by dxCloud Portal requires the clarification of all open technical questions.
4.2. The observance of the delivery obligation incumbent on dxCloud Portal further requires the timely and proper fulfillment of the customer's obligation; The exception of the unfulfilled contract remains reserved.
4.3. If the customer is in default of acceptance or culpably violates other obligations to cooperate, dxCloud Portal shall be entitled to demand compensation for the damage incurred in this respect, including any additional expenses. Further claims or rights reserved.
4.4. dxCloud Portal shall only be liable in the event of default in delivery up to a lump-sum compensation of 0.5% of the delivery value for each completed week, however, not exceeding 5% of the delivery value; the customer must prove the amount of the delay damage incurred in each individual case. Apart from that, the liability regulation according to section 6 applies.
5.1. Warranty claims of the customer presuppose that he has properly complied with his obligations under Section 377 of the German Commercial Code (DGB) to inspect and give notice of defects.
5.2. Insofar as there is a defect in the purchased item, the customer is entitled to choose between subsequent performance in the form of a remedy of defects or delivery of a new defect-free item. In the case of removal of defects or replacement, dxCloud Portal shall bear the expenses necessary for the purpose of supplementary performance, in particular transport, travel, labor and material costs, unless these are increased by the fact that the purchased goods are brought to a place other than the place of performance has been.
5.3. If the supplementary performance fails, the customer is entitled to demand rescission or reduction at his discretion.
5.4. Claims of the customer for compensation for consequential damages or the reimbursement of futile expenses shall only be made in accordance with clause 6 and are otherwise excluded.
5.5. The limitation period for claims for defects is 12 months, calculated from the transfer of risk. This does not apply if the purchased item is usually used for a building and caused the defect.
6.1. dxCloud Portal is liable according to the legal provisions, as far as the customer asserts claims for damages based on intentional or grossly negligent behavior of dxCloud Portal or its representatives or vicarious agents. Insofar as the breach of contract is not based on intent of Reinburg GmbH, the liability for damages is limited to the foreseeable, typically occurring damage.
6.2. dxCloud Portal is also liable according to the statutory provisions, provided that it culpably violates an essential contractual obligation. An essential contractual obligation exists if the breach of duty relates to an obligation the customer has trusted and was entitled to trust. In this respect, the liability is limited to the predictable, typically occurring damage.
6.3. The foreseeable, typically occurring damage according to paragraphs 6.1 and 6.2 is limited to a total amount of EUR 2000.
6.4. Liability for culpable injury to life, body or health remains unaffected; this also applies to the mandatory liability under the Product Liability Act.
6.5. Further liability for damages as provided for in Section 6 is excluded - regardless of the legal nature of the claim asserted. This applies in particular to claims for damages arising from negligence on conclusion of the contract, due to other breaches of duty or due to tort claims for compensation for property damage in accordance with § 823 BGB.
6.6. The limitation according to section 6.4. applies also, as far as the customer demands instead of a claim for compensation of the damage, instead of the achievement replacement of useless expenditures.
6.7. Insofar as the liability for damages towards dxCloud Portal is excluded or limited, this also applies with regard to the personal liability for damages of employees, employees, employees, representatives and vicarious agents of dxCloud Portal.
7.1. Unless otherwise agreed, dxCloud Portal shall deliver the goods free of industrial property rights and copyrights of third parties (in the following: property rights) only in the country of the place of delivery. Insofar as a third party makes legitimate claims against the customer due to the infringement of property rights by contractually used deliveries made by dxCloud Portal, the supplier shall be liable to the customer within the period specified in Section 6 as follows:
Claims of the customer are excluded insofar as he is responsible for the infringement of property rights. Further claims of the customer are excluded, as far as the infringement of property rights is caused by special requirements of the customer, by an application not foreseeable by dxCloud Portal or by the fact that the delivery is changed by the customer or used together with products not supplied by Reinburg GmbH.
Claims of the customer against dxCloud Portal and / or its vicarious agents beyond a legal clause are excluded.
The period of limitation for defects of title is 12 months, calculated from the transfer of risk.
8.1. dxCloud Portal reserves the ownership of the purchased items until receipt of all payments from the delivery contract. In case of breach of contract by the customer, in particular in case of default, dxCloud Portal is entitled to take back the purchased item. The withdrawal of the purchased item by dxCloud Portal is a withdrawal from the contract. dxCloud Portal is entitled to the recovery of the goods for their recovery, the proceeds of the sale shall be credited to the liabilities of the customer - less reasonable utilization costs.
8.2. The customer is obliged to handle the purchased goods with care; in particular, he is obliged to insure these at his own expense against damage caused by fire, water and theft to the value of new. If maintenance and inspection work is required, the customer must carry it out on time at its own expense.
8.3. In the event of seizure or other interference by third parties, the customer must immediately inform dxCloud Portal in writing, so that dxCloud Portal can bring an action pursuant to § 771 ZPO. Insofar as the third party is not in a position to reimburse dxCloud Portal for the legal and out-of-court costs of a claim in accordance with § 771 ZPO, it shall be liable to dxCloud Portal for the loss incurred by it.
8.4. The customer is entitled to resell the purchased item in the ordinary course of business; however, he hereby assigns to dxCloud Portal all claims in the amount of the final invoice amount (including VAT) of the claim of dxCloud Portal, which accrue to him from the resale against his customers or third parties, irrespective of whether the purchased item is without or after processing has been sold on. To collect this claim, the customer remains authorized even after the assignment. The authorization of dxCloud Portal to collect the claim itself remains unaffected. dxCloud Portal, however, does not collect the claim as long as the customer meets his payment obligations from the proceeds received, does not default on payment and, in particular, has not filed an application for settlement or insolvency proceedings or has ceased payments. If this is the case, dxCloud Portal may demand that the customer inform dxCloud Portal of the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents and notify the debtors (third parties) of the assignment.
8.5. The processing or transformation of the purchased item by the customer is always carried out for dxCloud Portal. If the purchased item is processed with other items not belonging to dxCloud Portal, dxCloud Portal acquires co-ownership of the new item in proportion of the value of the purchased item (final invoice amount, including VAT) to the other processed items at the time of processing. Incidentally, the same applies to the item resulting from processing as to the purchased item delivered under reservation.
8.6. If the purchased item is inseparably mixed with other items not belonging to Reinburg GmbH, dxCloud Portal acquires co-ownership of the new item in proportion of the value of the purchased item (final invoice amount, including VAT) to the other mixed items at the time of mixing. If the mixing 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 transfers co-ownership pro rata to dxCloud Portal. The customer keeps the resulting sole ownership or co-ownership for dxCloud Portal.
8.7. The customer assigns to dxCloud Portal also the claims to secure the claims of dxCloud Portal against him, which accrue by the connection of the purchased object with a plot against a third party.
8.8. dxCloud Portal shall release the securities to which it is entitled at the request of the customer to the extent that the realizable value of the securities of dxCloud Portal exceeds the claims to be secured by more than 10%; the selection of the securities to be released is incumbent on Reinburg GmbH.
9.1. The customer must strictly keep all illustrations, drawings, calculations and other documents and information received by dxCloud Portal in connection with the delivery strictly confidential ("information requiring secrecy"). Third parties may disclose confidential information only with the express consent of dxCloud Portal.
9.2. The confidentiality obligation also applies after the conclusion of the contract for the term of five years; it expires if and insofar as the manufacturing knowledge contained in the provided illustrations, drawings, calculations and other documents has become generally known.
10.1. Customer will comply with all applicable laws or regulations designed to prevent bribery and corruption and to restrict exports in connection with deliveries and / or operations of dxCloud Portal. The customer shall immediately inform dxCloud Portal of a violation of the above-mentioned provisions by its members of its executive bodies, executives, employees or agents or other persons acting on its behalf.
10.2. dxCloud Portal refers the customer to its code of conduct for responsible and ethical business management, the IMI Way; the IMI Way is available to the customer at www.dxcloud.org. Irrespective of the actual delivery or business relationship with dxCloud Portal, the customer must ensure that his board members, executives, employees or representatives act in accordance with the relevant provisions of the IMI Way in an ethically compliant manner.
10.3. If the customer violates the obligations of section 10.1 and / or 10.2 dxCloud Portal is entitled to withdraw from the contract.
11.1. The customer may transfer the rights and obligations arising from this contract to a third party only after prior written consent of dxCloud Portal.
11.2. Jurisdiction is the seat of dxCloud Portal; dxCloud Portal is however entitled to sue the customer also at his place of residence.
11.3. The contractual relations of the contractual partners are governed by German law, excluding the UN Sales Convention.
11.4. Should individual provisions of these GTC be or become ineffective, this does not affect the validity of the remaining provisions.