AGB (English) – Renoar-IT

1 General – Scope

These Terms and Conditions apply to all present and future contracts.
For the purpose of these Terms and Conditions, the following definitions apply: ‘Consumer’ means any natural person acting for purposes that are outside his business, trade or profession. ‘Customer’ means any natural person, corporate entity or incorporated partnership acting for the purposes of a business, trade or profession. ‘Buyers’ are both consumers and customers.
No deviating, conflicting or supplementary terms and conditions of the Buyer, even if known, shall form part of the contract, unless we have expressly agreed to them in writing. Reference to any documentation or communication from the Buyer which contains or refers to conflicting terms shall not be deemed acceptance.

2 Formation of contract

All offers shall be subject to confirmation. We reserve the right to make reasonable changes to specifications as well as modifications in form, colour and/or weight.
All orders for products or services shall be deemed an offer by the Buyer to purchase products and/or services under these Terms and Conditions. We may accept the offer within two weeks of the purchase order. No contract in respect of the products and/or services shall be formed until we have accepted the purchase order either by issuing a formal acknowledgement or by dispatch of the products to the Buyer.
When placing an order by electronic means, we will confirm receipt of the order without undue delay. Confirmation of receipt of the order shall not constitute acceptance of an order unless it is expressly stated in the acknowledgement.
Contract conclusion shall be subject to correct and timely deliveries to us by our suppliers and apply only where non-delivery is due to reasons for which we are not responsible, particularly where we are unable or delayed in obtaining supplies of adequate or suitable materials from our suppliers. The Buyer shall be notified immediately if any products are not available and shall receive a full refund.
When placing an order for products and/or services by electronic means, the contract will be stored in our system and may be e-mailed to the Buyer on request, together with a copy of these Terms and Conditions.

3 Ownership

Ownership of products supplied to a Consumer shall not pass to the Buyer until we have received payment in full of the price of the products. Ownership of products supplied to a Customer shall not pass to the Buyer until all accounts under the relevant contract have been settled.
The Buyer shall handle the products with care. Necessary maintenance work and inspections shall be carried out at the Buyer’s expense.
The Buyer shall notify us immediately of any seizure of the products by a third party, such as attachment, as well as of any damage or destruction of the products. In addition, the Buyer shall advise us without undue delay of any change of ownership or its address. Any cost incurred in connection with actions filed under Section 771 of the German Code of Civil Procedure (BGB) which cannot be recovered from a third party shall be payable by the Buyer.
Where the Buyer is found to be in violation of this contract, specifically in case of default or breach of any obligation under items 2 and 3, we shall have the right to cancel the contract and take back the products supplied.
Products supplied to the Customer may be resold in the ordinary course of business. The Customer hereby assigns and transfers to us, and we hereby accept and assume from the Customer, all claims for payment arising in connection with the resale of the products, up to the total amount of our invoice. From and after the effective date of the assignment, the Customer shall be authorised to collect any outstanding amounts. We reserve the right to collect the debt directly if the Customer fails to discharge its payment obligations when due resulting in default. In such case, the Customer shall be required, at our request – unless we do so – to notify the secondary buyer of the assignment and to provide us with proof of notice, and shall forward with the notice any information and documentation required for the collection of outstanding amounts.
Except for the above, the Customer shall not be permitted to dispose of products subject to retention of title in any other way, including, in particular, pledging and assignment as security

Prices and payment Terms

All prices shall be firm. Purchase prices shall be inclusive of VAT for the Consumer and exclusive of VAT for the Customer. Where products are sold to a Buyer for delivery to a place other than the place of performance, the Consumer will be charged a minimum of EUR 9.99, the Customer will be charged the actual delivery costs. No additional charges shall be payable by the Buyer for orders placed by electronic means. In the absence of an explicit agreement to the contrary, products sold for delivery to a place other than the place of performance shall be payable in advance.
Unless otherwise agreed, all prices quoted for work shall apply to performance on Mondays to Fridays between 8:00 – 17:00. Work which is required by the Buyer outside these hours shall be charged at the following higher rates: Mondays to Fridays 17:00 – 20:00 plus 25%, 20:00 – 22:00 plus 50%, 22:00 – 8:00 plus 100%; Saturdays: 8:00 – 12:00 plus 25%, 12:00 – 22:00 plus 50%, 22:00 – 8:00 plus 100%; Sundays and public holidays: plus 100%.
The Buyer shall pay the full purchase price without deductions within 10 days from receipt of the products and/or services. Any late payments shall be subject to interest at a rate of 5% above the base interest rate for Consumers, and of 8% above the base interest rate for Customers. We reserve the right in respect to Customers to claim further verifiable damages.
The Buyer shall not be entitled to set off against amounts payable to us any counterclaims unless these are undisputed or legally enforceable and have been acknowledged by us. Performance may be withheld only where counterclaims of the Buyer arise under the same contract with us.

Dates and periods

Where specific dates for delivery or performance are required, these must be agreed by us in writing. Periods agreed for delivery or performance (time of performance) shall commence from the date set out in the order confirmation. We shall not be liable for any delay or failure to perform any of our obligations where the delay or failure results from events or circumstances outside our reasonable control, including, without limitation, strikes and lockouts. Our performance under any contract is deemed to be suspended for the period that the event continues, and we will have an extension of time for performance for the duration of that period plus a reasonable start-up time. Where time is of the essence for delivery, we shall have the right, without further liability, to cancel the contract in whole or in part, without redress by the Buyer.
f we have agreed a specific delivery date, and this date cannot be met, the Buyer shall have the option to defer the date of performance for a period of at least 14 days. If performance is not made within the specified time, the Buyer shall have the right to cancel the contract. Any extended liability as stated in Section 287 of the German Civil Code (BGB) is expressly excluded.
Where time is of the essence for acceptance of performance, and in particular, for the term of payment, the date of warranty expiration or the passage of risk, performance shall be deemed to have been accepted if the Buyer fails to give written notice within 14 working days of the cause for rejection.

Software

Unless otherwise agreed, all software supplied shall be preinstalled on a data carrier or, at our discretion, on the internal hard drive, in the specified quantity. Software documentation shall be made available to the Buyer in printed form or, at our option, in the same manner as the software.
The Buyer shall be granted a non-exclusive licence for permanent use the software. Software with the same software serial number may only be installed on one device and used exclusively as specified in the software documentation. Third-party software shall additionally be subject to relevant licence terms.
The user shall immediately create one backup copy of software to secure future use (excluding embedded software, firmware, etc.). Alphanumeric code, marks or copyright notices may not be modified, concealed or removed from the information or from the software or documentation, or any copies thereof. Backup copies shall be kept at a secure location and a record thereof shall be made available to us on request. Software and/or associated documentation may not be copied or reproduced in any other way.
All distribution of the software by the Buyer must be under the terms of this licence, and no additional rights or licences may be granted to recipients.
All rights in software and in any of its copies, as well as all intellectual property rights in software in any case shall at all times remain with the relevant owner.
The above terms shall also apply mutatis mutandis to the use of any correcting/minor releases and updates.

7 Risk

Where the Buyer is a Customer, the risk of accidental destruction and accidental deterioration of the products shall pass to the Buyer upon delivery of the products, or in the case of sale by delivery to a place other than the place of performance, upon handover of the products to a carrier, forwarder or any other person or establishment used for shipment.
Where the Buyer is a Consumer, the risk of accidental destruction and accidental deterioration of the products, including sale by delivery to a place other than the place of performance, shall pass to the Buyer upon delivery of the products.
Delivery shall be deemed to have taken place even if the Buyer fails to accept the products.

Warranty / services

Where the Buyer is a Customer, we shall use all reasonable efforts in the case of deliveries to repair or replace, at our option, any product which proves defective during the warranty period, or in the case of performance, to rectify or redo any work.
Where the Buyer is a Consumer, the Buyer shall initially have a choice as to whether supplementary performance should involve repair or replacement in the case of deliveries or redoing of the work in the case of performance. We shall be entitled to refuse the chosen type of supplementary performance if it can only be provided at a prohibitive cost and the alternative type of supplementary performance does not constitute any significant disadvantage for the Consumer. At the Buyer’s option and depending on technical requirements, the repairs shall be carried out at the Buyer or at our premises. Where repairs are carried out at the Buyer, the Buyer shall ensure unrestricted access to the products for repair at the relevant locations.
Flaws in software shall be remedied – either at our discretion, where supplied to a Customer, or initially at the Consumer’s option – by providing an updated version of the software or releasing a patch. The Buyer shall make available to us all documentation and information required to remove the flaw. We will use all reasonable endeavours to provide a workaround until such time as a fix can be released.
With respect to software products which the Buyer has extended via a designated interface, we shall o
be liable for quality defects up to the interface. 5. We shall be under no liability in respect of any defect arising from fair wear and tear or damage arising after performance or delivery due to inappropriate handling (including, without limitation, excessive loading, improper or inappropriate use; failure to observe the product documentation/specification; use of unsuitable or inappropriate material; unapproved changes, maintenance or repairs) or damaging external influences not provided for in the contract, or to non-reproducible software bugs. The Buyer shall give prior written notice of any modification which may affect the warranty/guarantee including service level.
or repairs under warranty/guarantee, the Buyer shall be required to provide proof of purchase in the form of a delivery note or an invoice from us. Products not purchased from us will be repaired in accordance with the manufacturer’s warranty, where we have a contract with the manufacturer. The Buyer shall provide proof of warranty/guarantee status. If the products are not covered by the warranty/guarantee, the Buyer will be advised of the charges for the repair.
Where the products are still under warranty/guarantee, shipment to and from a Consumer shall be at our expense and risk. Products of a Customer shall be shipped to us at the expense and risk of the Customer and returned at our expense and risk. All products sent to us for repair must be in the original packaging or similar appropriate transport packaging to prevent damage in transit. We do not accept any liability for damage caused as a result of inadequate packaging.
All products not under warranty/guarantee shall be shipped to the specified address. The method of shipment shall be at the Buyer’s discretion. Any charges for the return transport shall be at expense of the Buyer. The Buyer shall bear the risk of loss or damage in transit.
Repair of products under warranty/guarantee which are found not to be faulty will be charged for testing at the rate set in the current price list.
Where data storage media or devices containing data storage media are sent in for repair or servicing, the Buyer shall be required to remove any data which may be subject to data privacy laws, and to back up all data on the hard drive. It is the responsibility of the Buyer to comply with the Data Privacy Act. Recovery of data and programs after repair are not covered by the warranty/guarantee. We do not accept any liability for loss of data.
Where supplementary performance proves unsuccessful, the Buyer may, at its option, request a reduction in the purchase price (discount) or withdraw from the contract. The Buyer shall not have the right to withdraw in case of minor breaches of contract or faults.
Warranty claims for obvious defects, incorrect deliveries or significant deviations in quantity may be rejected unless the Customer notifies us thereof in writing within one week from receipt of the products. The deadline shall be met if notice is sent before the end of this period. The bonus shall be at all times on the Customer to prove that the eligibility criteria have been met, specifically in terms of the actual defect, its discovery in due time and the timeliness of claims for defect.
Claims made by a Consumer shall require written notice of obvious defects within two months from the time where the product condition is found to be in breach of the contract. The deadline shall be met if we receive notice within this period. Failure to notify us in due time shall terminate all rights under the warranty within two months from discovery of the defect. This does not apply if the seller has fraudulently concealed a defect. The onus shall be on the Consumer to prove timely discovery of the defect. If a purchase is made on the basis of incorrect, inaccurate or misleading information provided by the manufacturer, the onus shall be on the Consumer to prove these facts. For used products, the onus shall be on the Consumer to prove deficiency.
If the Buyer withdraws from the contract due to legal or material defects after subsequent failed repair, the Buyer shall not be entitled to any compensation because of the defect. Where the Buyer claims compensation after a failed repair, the products shall remain within the Buyer’s possession if there are practical reasons. Compensation shall be limited to the difference between the purchase price and the value of the defective products. This shall not apply to any fraudulent breach of contract on our part and does not affect any liability for damages detail in Section 8 hereof.
Unless otherwise agreed in each individual case, the warranty period for Customers shall be one year from delivery of the products or acceptance of performance. The warranty period for Consumers shall be two years from delivery or acceptance. This does not affect any manufacturer’s warranties over and above this. The warranty period for used products purchased by a Consumer shall be one year from delivery, provided that the Buyer has given due notice of the defect (cf. 12 + 13 above). We do not accept any responsibility for used products sold to a Customer. Structures and goods which are generally used for structures and have caused the defect, as well as planning and supervisory services for structures shall be subject to the statutory periods of limitation.
All products purchased by a Customer shall be supplied strictly on the basis of the manufacturer’s standard product description, to the exclusion of any other descriptions or representations contained in public statements, promotions and advertising of the manufacturer.
Our liability towards the Buyer for inadequate or incorrect installation instructions shall be limited to the supply of satisfactory instructions, and only where inadequacy of these instructions prevents proper installation.
Unless expressly agreed otherwise – in writing to Customers – we do not grant to the Buyer any guarantees in the legal sense. This does not affect any manufacturer guarantees, which shall establish a separate legal relationship of the Buyer with the manufacturer without any liability on our part.
Any performance which is not covered by the warranty/guarantee shall be at the Buyer’s expense and shall require a separate order. All repairs and servicing shall be charged on the basis of the prevailing hourly rates and spare parts price lists. On agreement, we shall submit a quotation, which shall be subject to a charge unless performance is requested.

9 Third-party property Rights

The Buyer shall notify us in writing and without undue delay of any assertion of claims by third parties for infringement of intellectual property rights or copyrights (hereafter: third-party rights) which relate to our products and restrict or prohibit their contractual use by the Buyer. The Buyer shall not concede the existence of any infringement vis-á-vis third parties and shall cooperate with us in every reasonable way to facilitate all measures of defence and actions for the resolution of disputes. If the Buyer discontinues use of the product to mitigate damages or for another justified reason, the Buyer is obligated to make clear to the third party that such discontinuation of use does not constitute any acknowledgement of the alleged infringement.
All claims of the Buyer are excluded if the infringement of third-party rights has been caused by a way of use which is not provided for by us, or a modification of the products by the Buyer, or use of the same contrary to the product documentation or together with products not provided by us or which we have not recommended to be used together.

10 Damage in transit / limitation period for notice of defects

Notwithstanding the warranty rights of the Buyer, we shall be notified of any obvious damage to the packaging or contents within two weeks from receipt of the products at PHONE: +49 2159 821 705 – 1.
Where the Buyer acts as a Customer, it shall be subject to the examination and notification requirements stipulated in Section 377 of the German Commercial Code (HGB).

11 Data privacy

The Buyer acknowledges and agrees that the personal data provided by it will be stored in our system. We shall be authorised for the proper performance of this contract to divulge the whole or any part of the personal data to a third party involved in the execution of this contract.
We will keep a record of your orders. If you lose any data relating to your order, please contact us by e-mail, fax or phone and we will e-mail you a copy of any order placed within the last year

12 Cost assumption agreement

If you exercise your right to cancel, you will be liable to pay standard return costs if the delivered product matches the item you ordered and if the price of the returned product does not exceed 40 euros or, where higher, if you have not yet paid the full price or any agreed instalments at the time of cancellation. Otherwise the products may be returned at no cost to you.

13 Limitation of liability

Our liability for any breach of obligations hereunder due to simple negligence shall be limited to the average, direct damage typical for the contract and foreseeable for the type of product/service. The same shall apply to any breach of obligations due to simple negligence by our officers, executive staff or vicarious agents. No liability to Customers will be assumed for breach of non-essential obligations due to simple negligence.
The above limitations of liability shall not affect claims of the Buyer under product liability laws. Furthermore, nothing in this contract shall exclude our liability for death, personal injury or damage to health caused by our negligence.
Claims for damages of the Buyer due to defect shall lapse within one year from delivery of the products unless we are liable due to fraud or fraudulent misrepresentation.

14 Severability clause, applicable law

Should any provision or any part of any provision of these Terms and Conditions or of any provision relating to agreements made under this contract be or become void and/or unenforceable, the remaining provisions hereof shall in no way be affected. To the extent permitted by law, the void and/or unenforceable provision or provisions shall in such case be replaced by relative provisions coming as close as possible to the economic sense and purpose of the deleted passages.
Where the place of general jurisdiction of the Buyer is outside the European Union, the place of jurisdiction shall be our place of business.
To the extent permitted by law, all disputes arising out of or in connection with Customers, corporate bodies under public law or special funds under public law, shall be referred to the jurisdiction of the courts in Düsseldorf. ReNoar IT Solutions e.K. shall also have the right to take action at the Buyer’s place of business.
The place of performance for any obligations under this contract shall be the relevant place of business of ReNoar IT Solutions e.K..
The validity, operation and performance of all orders and contracts, including cross-border transactions, shall be governed by and interpreted exclusively in accordance with the law of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).