2.3 Changes to the GTC can only be made in writing. Verbal, subsidiary agreements are only binding if confirmed by VC in writing; this includes contracting out agreements in written form.
2.4 Drawings, pictures, measurements, values or other data, especially performance data, made or shown in our brochures or in general information are only binding if strictly agreed to in writing. Information supplied on our Internet pages is in compliance with the aforementioned terms.
2.5 Technical and other changes of subject matter of contract, which do not essentially influence the value of a product in a negative way, are permitted. Permission is hereby especially given for changes which lead to a technical improvement.
2.6 If the buyer, contrary to the terms of the agreement or law, withdraws from or terminates the contract or does not comply with our request of fulfilment of terms of taking delivery within the stated period, we have the right to claim for a consolidated lump sum of 30% of the value of the contract or part of contract not fulfilled as compensation for non-performance, without losing the right to claim higher damages taking account of the payment of the compensation for this debt.
2.7 The customer is liable to pay the costs of developments to be made. Developments are under no guarantee of realization. In case of unforeseen or non-profitable additional costs of realization, we claim the right to supply partly or fully alternative solutions and developments as well as to terminate the whole development or contract. The ordering party’s right to claim damages for whatever reason in this case is excluded as far as legally possible.
2.8 Our hardware is occasionally delivered with test-software. This software is delivered or used with exclusion of any seller’s or developer’s guarantee for the sole purpose of testing. Guarantee of further development of this test-software, parts of it or for its use is excluded as well as a guarantee for information or further particulars given for this by our employees unless we have agreed to a software-development and/or support agreement with our customer in return for payment.
3. Delivery, Forwarding, Passing of Responsibility
4.5 Offsetting against counter-claims is excluded as long as counter demands or claims are not finally legally settled or recognized by us. The aforementioned is agreed to for any retention the buyer claims.
4.6 We reserve the right to change prices at any time.
4.7 In case of delay in payment we reserve the right to claim, without any further substantiation, interest upon defaults in payment to the sum of 5% above the base interest rate ( according to §247 German Civil Code); while we reserve the right to claim for proven higher damages.
4.8 In case of delay of payment or in case of other circumstances which have influence on the creditworthiness of the customer (especially in the case of menacing insolvency), all outstanding payments of the customer become due. We have the right to make further deliveries only after payment in advance or to terminate the contract in such a case. The customer is obliged to inform us about such circumstances immediately.
5. Reservation of ownership ("Eigentumsvorbehalt")
6. Guarantee (Gewährleistung), Defect Reports
6.3 In case of reasonable guarantee claims we will bear costs of improvement or delivery of substitutes arising in our factory. In case of absence of reasonable guarantee claims, the buyer has to bear our costs.
6.4 Guarantee claims do not give any right to the customer to withhold payment of invoices. Subsequent improvement does not hinder or interrupt expiry of guarantee.
6.5 Customer’s or third party’s changes or repair of our products, or the misuse, modification, abuse, improper installation of or accident to our products, hardware and/or firmware, lead to complete exclusion of our liability. Such measures will result in immediate expiry of the guarantee.
6.6 We shall in no event be liable for any loss or damage direct, incidental or consequential, arising out of the sales of products by customer or third parties.
6.7 No guarantee claims may be reassigned to third parties.
7. Liability, Compensation
9.3 The current versions of our GTC and list of prices are authoritative. If new versions come into effect, they will be assumed to replace older versions for all current and future contracts without the necessity of informing customers as far as legally possible. Changes and amendments of this GTC by the customer are only binding if agreed to by both parties in writing.
9.4 Fulfilment of contract will be deemed to take place at our place of business, which is also the place of jurisdiction for any claim arising under, out of, or in connection with any contract, in case of commercial business. We also reserve the right to choose the place of business or branch office of the contractual partner as the place of jurisdiction. All our agreements shall be governed by and constructed in accordance with German Law without UN-Buying Law (“Wiener UN-Kaufrecht”) or other international settlement or agreement.