General Terms and Conditions for Prototype Parts Orders and Software

1. General / Conclusion of Contract

These general terms and conditions (“GTC”) apply to all contracts between StopDoc Training GmbH – hereinafter referred to as StopDoc Training – and the buyer or customer – hereinafter referred to as customer for the purchase of prototype parts and software.

In the interests of readability, gender-related formulations have been omitted from these General Terms and Conditions. Of course, women and men are always meant, even if only one of the genders is explicitly addressed.

Contracts are only concluded with a written order confirmation.

2. Prices and Terms of Payment

Our prices do not include shipping costs, separate accessories, installation, training and other ancillary services, unless another written agreement has been made.

Our invoices are due after 30 days and are payable net without deductions. A payment is only deemed to have been made when StopDoc Training can dispose of the amount. In the event of a delay in payment, we are entitled to charge default interest of 3% above the respective Bundesbank discount rate. Bills of exchange or checks are only accepted by agreement and on account of performance and only count as payment after they have been honoured. Discount and collection charges are at the expense of the customer. For the timely submission, we assume no liability.

If the buyer does not accept the goods sold for reasons that lie with him, we are entitled to either insist on acceptance (C and D parts, special orders) or to demand 20% of the purchase price as a lump-sum compensation for damages and expenses (A and B parts). In the event of exceptionally high damage, we reserve the right to assert this. For the duration of the buyer’s default of acceptance, StopDoc Training is entitled to store the delivery items at the buyer’s risk, with a forwarding agent or a storage company. For the duration of the delay in acceptance, the buyer has to pay compensation for the storage costs incurred without further proof at a flat rate of 25€ per month. The lump-sum compensation is reduced to the extent that the customer can prove that no expenses or damage have been incurred. In the case of exceptionally high storage costs, we reserve the right to assert these.

The buyer is only entitled to retention rights if his counterclaim is based on the same contractual relationship. Offsetting by the buyer is excluded unless the customer’s counterclaims have been legally established or recognized by us.

3. Delivery Period

The agreed delivery period begins with the date of the order confirmation.

The delivery period may be extended by the time it takes for the customer to provide us with the information and documents required to carry out the order.

We are not responsible for delays in delivery caused by legal or official orders (e.g. import and export restrictions). In important cases, we will inform the customer of the beginning and end of such hindrances as soon as possible.

If we are late with the delivery, our liability for damages in the event of slight negligence is limited to an amount of 50% of the foreseeable damage. Further claims for damages only exist if the delay is due to intent or gross negligence.

4. Delivery, Shipping, Transfer of Risk

Partial deliveries apply to payment obligations, transfer of risk and warranty obligations as independent deliveries.

We can determine the shipping method, the shipping route and the company commissioned with the shipping at our discretion, unless the customer gives express instructions.

The risk passes to the customer as soon as the consignment with the delivery items is handed over to the buyer by the carrier. This applies regardless of who bears the transport costs. The buyer must notify the forwarder or carrier immediately of any obvious as well as any transport damage that may have been identified and then notify the seller in order to be able to assert claims against the seller.

5. Exchange and Return

Exchange or return is only possible if it can be proven that the delivery was incorrect. A goodwill exchange of goods consignments confirmed by us in writing will generally be charged with a processing fee of 10% of the value of the goods.

By opening the software packaging, the buyer acknowledges copyright protection. Software cannot be exchanged if the original packaging is open or damaged, unless the data carrier is defective or unreadable.

6. Reservation of Ownership

We reserve ownership of the purchased item until full payment of all claims arising from the delivery contract, including ancillary claims (e.g. bill of exchange costs, financing costs, interest, etc.). If the customer behaves in breach of contract, we are entitled to reclaim the purchased item. Taking back or pledging the reserved item does not constitute a withdrawal from the contract.

In the event of attachments or other interventions by third parties, the customer must inform us immediately in writing.

Eine Verarbeitung oder Umbildung der Kaufsache durch den Besteller wird stets für uns vorgenommen. Wird die Kaufsache mit anderen, uns nicht gehörenden Gegenständen verarbeitet, so erwerben wir das Miteigentum an der neuen Sache im Verhältnis des Wertes der Kaufsache zu den anderen verarbeiteten Gegenständen zur Zeit der Verarbeitung.

Any processing or remodeling of the purchased item by the customer is always carried out for us. If the purchased item is processed with other items that do not belong to us, we acquire co-ownership of the new item in relation to the value of the purchased item to the other processed items at the time of processing.

The customer is entitled to resell the goods in the ordinary course of business. However, he already assigns all claims against his customer or third parties from the resale to us in the amount of the final invoice amount.

7. Warranty and Disclaimer

For the duration of the statutory warranty from the date of delivery, we guarantee that the delivery items are free of defects according to the current state of the art. Liability for normal wear and tear is excluded. Used goods are sold as a private sale to the exclusion of any warranty.

We assume no liability for defects and damage resulting from unsuitable or improper use, non-observance of application instructions or incorrect or negligent treatment. This applies in particular to the operation of the objects with the wrong type of current or voltage as well as connection to unsuitable power sources. The same applies to defects and damage due to fire, lightning, explosion or network-related overvoltages, moisture of any kind, incorrect or missing program software and/or processing data, unless the customer can prove that these circumstances are not the cause of the defect reported.

The warranty expires if the customer has interventions and/or repairs on the devices carried out without the express written confirmation of StopDoc Training or by persons who have not been authorized by us, provided that the fault can be related to this.

Obvious defects must be reported in writing immediately, but no later than ten working days after receipt of the delivery; otherwise all warranty claims are excluded. Sections 377 and 387 of the German Commercial Code also apply to commercial transactions.

If there is a defect in the purchased item, we are entitled to choose between remedying the defect or providing a replacement. In order to prevent data loss as a result of repairs or defects in the goods, we recommend carrying out regular data backups, as liability for such consequential damage is excluded. This exclusion of liability does not apply to intentional or grossly negligent causation.

If we are not willing or unable to make replacement deliveries, if the replacement delivery or the remedy of the defect fails at least once, or if the replacement delivery or the remedy of the defect is unreasonable for the buyer, the buyer is entitled to choose to withdraw from the contract or to demand a reasonable reduction in the purchase contract.

Unless otherwise expressly agreed, further claims by the buyer – regardless of the legal basis – are excluded. We are therefore not liable for damage that did not occur directly in the delivery item; in particular, we are not liable for lost profits or other financial losses of the buyer. The above exemption from liability does not apply if the damage is due to intent, gross negligence or the absence of a guaranteed property, breach of essential contractual obligations, default in performance, impossibility, and claims under Sections 1 and 4 of the Product Liability Act. We are not liable for restoring data unless we caused the loss intentionally or through gross negligence and the buyer has ensured that data has been backed up so that the data can be restored with reasonable effort.

For the processing of warranty claims, please note the information in our current return and service information.

8. Withdrawal and Compensation for Unfulfilled Orders

We can withdraw from the contract if we become aware of a cessation of payments, the opening of bankruptcy or court settlement proceedings, the rejection of bankruptcy due to lack of assets, bill or check protests or other concrete indications of a deterioration in the customer’s financial situation.

If we withdraw from the contract or if the order is not carried out for reasons for which the customer is responsible, the customer must pay us a lump-sum compensation of 10% of the purchase price for our expenses and the loss of profit. The lump-sum compensation is reduced to the extent that the customer can prove that no expenses or damage have been incurred. In the event of exceptionally high damage, we reserve the right to assert this.

9. Software and Literature

When software is supplied, the special license and other conditions of the manufacturer apply in addition to our conditions. By accepting the software, the buyer expressly acknowledges its validity.

10. Use of Customer Data

We are entitled to process all data relating to business relationships with customers in accordance with the Federal Data Protection Act. A transfer to third parties for advertising or statistical purposes does not take place.

11. Export Permit

Any approvals from the Federal Office of Economics and Export Control (BAFA) in Eschborn / Taunus that are necessary for the export of the delivered goods must be obtained by the customer in his own name and at his own expense. The refusal of such an export license does not entitle the customer to withdraw from the contract.

12. Jurisdiction, Partial Invalidity and Applicable Law

In business dealings with merchants who do not belong to the tradesmen defined in section 4 German Commercial Code and with legal entities under public law, Koblenz is agreed as the place of jurisdiction for all legal disputes arising from the contract, including lawsuits on bills of exchange and checks; we are also entitled to sue at the customer’s registered office.

If individual provisions of the delivery contract or these General Terms and Conditions are ineffective, the remaining provisions shall remain effective. German law applies to cross-border deliveries.