General Terms and Conditions of Business

• 1 Deviating terms and conditions

Deviating or supplementary terms and conditions of the customer are hereby rejected unless their validity has been expressly agreed to in writing. The same applies to public law or other pre-formulated order, allocation, or contract conditions. All deliveries and services of AARONN are provided exclusively in accordance with the following general terms and conditions (hereinafter referred to as “Terms and Conditions”). They also apply to all future business with the customer.

• 2 Quotation and contract conclusion

1. Quotations and cost estimates of AARONN are in principle non-binding and subject to change; they only invite the customer to place a corresponding order.
2. The contract is only concluded with the mutual signing of a contract document or with the written order confirmation by AARONN in accordance with the terms and conditions.
3. Unwritten agreements or promises require written confirmation by AARONN in order to be effective.
4. The content and execution of the contract shall be based exclusively on the content of the contract signed by both parties or on a written order confirmation as well as on these terms and conditions.

• 3 Delivery and Service Time Specifications

1. Delivery and service time specifications are only binding if they have been confirmed by AARONN in writing and the customer has provided AARONN with all information and documents required for the execution of the deliveries and services in due time, has paid any agreed down payments in accordance with the agreement and has fulfilled its contractual and cooperation obligations properly and in due time. Furthermore, all agreements on delivery dates are subject to the on-time self-supply of AARONN. The performance of services by AARONN is also subject to the condition that necessary spare parts or equipment are generally available and in stock at manufacturers.
2. Delivery and service times are extended to a reasonable extent if AARONN is prevented from fulfilling its obligations by force majeure or other unforeseeable and/or extraordinary events which are beyond AARONN’s control and cannot be averted despite reasonable care. Events in the sense of sentence 1 are in particular mobilization, war, riots, strikes, lockouts, fire, natural disasters, transport hindrances, changes in legal regulations, official measures or ordinances as well as other unforeseeable operational disturbances, also at suppliers. AARONN will inform the customer immediately. If the end of the event cannot be foreseen or if it lasts longer than two months, each party is entitled to withdraw from the contract.
3. If deliveries or services of AARONN are delayed, the customer is entitled to withdraw from the contract if AARONN is responsible for the delay and a reasonable period of time set by the customer in writing has expired without success. In these cases, the customer can – if he can provide credible evidence that he has suffered damage as a result of the delay – demand compensation for delay for each day in the amount of 5% of the net order value of the part of the total delivery or service which could not be put into useful operation due to the untimely disposal of individual items belonging to it. The compensation for delay shall be limited to a maximum of 50% of the net order value of the part of the total delivery or service which could not be put into appropriate operation due to the untimely disposal of individual items. The customer may claim the compensation for delay if he reserves the right to do so in writing no later than one month after the acceptance of the last deliveries or services to be provided under the order. This does not affect AARONN’s right to prove a lesser damage.

• 4 Obligations of the customer to cooperate

1. Insofar as on-site operations are required for providing the services, the customer will grant AARONN the regional and temporal opportunity to perform the services. The customer will provide AARONN with all necessary and reasonable support during the preparation and performance of the services. In addition, the customer guarantees compliance with all regulations of occupational health and safety law.
2. The customer is responsible for appropriate environmental conditions and the proper use of the equipment and programs included in the contract. Before working on its equipment and/or programs, the customer shall independently back up all programs and data and store them on external data carriers.
3. The customer shall provide all facilities required for the performance of work on-site (including telephone connections and transmission lines, etc.) at its own expense.
4. The customer shall be responsible for the necessary and on-time cooperation of the companies instructed by him or companies affiliated with him. This concerns in particular the allocation of all necessary service requirements and information or data as well as the necessary personnel support. AARONN is not responsible in this respect, in particular, if delays or disruptions in performance occur due to a lack of cooperation.

• 5 Prices and terms of payment

1. Unless expressly agreed otherwise, the prices are based on AARONN’s generally valid prices at the time of the conclusion of the contract.
2. AARONN is entitled to request reasonable payments in advance from the customer in the total amount of up to 50 % of the order volume agreed upon in the individual case already prior to the provision of the deliveries and services.
3. If, due to new laws or ordinances, existing regulations change, by which AARONN is obliged to collect and dispose of hardware and software products purchased by the customer, these costs will be invoiced to the customer at the respective valid disposal rates.
4. In the case of continuing obligations, AARONN reserves the right to increase the agreed prices accordingly in the event of an increase in its own costs, subject to a notice period of two months. If the price increase exceeds 10% of the original price, the customer is entitled to terminate the contract at the end of the next calendar month after the notification of the increase.
5. All prices are indicated without value-added tax (VAT).
6. The respective agreed terms of payment shall apply to all payments. Unless otherwise agreed, all payments are due immediately upon invoicing and are to be made to AARONN free of any deductions. Payments are always offset against the oldest outstanding debt.
7. In the event of default of payment by the customer, AARONN is entitled to charge the customer a lump-sum interest rate of 2 percentage points above the applicable statutory default interest rate for the duration of the default. AARONN reserves the right to claim further damage caused by default.
8. AARONN may refuse the provision of deliveries and services if after conclusion of the contract the risk of the customer’s lack of ability to perform becomes apparent, in particular if the customer is in default of payment, is over-indebted or if insolvency proceedings have been applied for or opened against his assets. The right to refuse performance shall not apply if the customer makes the counter-performance, provides advance payment or security. If the consideration, advance payments or securities have not been provided even after the expiration of a reasonable grace period, AARONN may withdraw from individual or all of the affected contracts in each case in whole or in part. AARONN is at liberty to assert further rights.
9. The customer is only entitled to set-off if his counterclaims are undisputed or have been legally established. The customer is only entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship as the disputed claim and is undisputed or has been established as final and absolute.
10. If the delivery or service is delayed not because of AARONN, payments shall be made as if the delay had not occurred.

• 6 Retention of title

1. All products delivered remain the property of AARONN (hereinafter collectively referred to as “goods subject to retention of title”) until full payment of the purchase price as well as all claims arising or to arise from the business relationship with the customer. In case of current account, the reserved property is considered as security for the balance claim to which AARONN is entitled.
2. The customer must treat the reserved goods with greatest care as long as they are the property of AARONN. In the event of behavior contrary to the contract on the part of the customer – in particular in the event of default in payment – AARONN may, without prejudice to other rights, take back the goods subject to retention of title after setting a grace period and subsequent withdrawal and otherwise dispose of them for the purpose of satisfying due claims against the customer. Insofar as the goods subject to retention of title are no longer in the customer’s possession, the customer hereby assigns to AARONN its claims for restitution against third parties.
3. Until revoked, the customer is entitled to combine and process the reserved goods in the ordinary course of business. However, this only applies as long as he meets his obligations towards AARONN in due time. The customer is not entitled to pledge the goods subject to retention of title, to assign them as security or to make any other dispositions endangering AARONN’s ownership.
4. If the customer sells the goods subject to retention of title, he assigns to AARONN in advance all claims and receivables from the resale as security until all receivables of AARONN have been paid in full. If the goods subject to retention of title are combined or processed with other goods not belonging to AARONN and sold – even at a total price – the assignment to AARONN extends only to that part of the claim which corresponds to the price agreed between AARONN and the customer plus a security margin of 10% of this price. AARONN accepts these assignments. The customer is revocably authorized to collect the claims assigned to AARONN in trust for AARONN in its own name. AARONN may revoke this authorization as well as the right to resell if the customer is in default with material obligations, such as payment, to AARONN.
5. If the goods subject to retention of title are combined or processed with other items, AARONN acquires co-ownership of the new item in the ratio of the value of the goods subject to retention of title to the other processed or combined items at the time of processing. For the new item created by processing, the same applies as for the products delivered under reservation of title.
6. At AARONN’s request, the customer must inform the contractual partners of the assigned claim of the assignment and provide AARONN with all information and documents necessary for the collection of the assigned claims. AARONN is also entitled to disclose the assignment to them.
7. In the event of a seizure or any other impairment of AARONN’s rights by third parties, in particular in the event of access to the reserved goods, the customer must inform the third party of AARONN’s rights and inform AARONN immediately. Costs and damages caused by the violation of this duty are borne by the customer.
8. If the value of the securities existing for AARONN exceeds the claims to be secured by more than 10% in total, the customer is entitled to demand release to this extent.

• 7 Agreement on quality without assumption of guarantee

1. AARONN warrants in accordance with the general statutory provisions that the items and services have the agreed or common quality at the time of the transfer of risk.
2. Public statements, in particular advertising statements of the manufacturer, do not count towards the agreed quality.
3. Aaronn expressly points out that it is not possible according to the state of the art to guarantee the perfect functioning of data processing devices and device combinations under all conceivable application conditions and to exclude defects in data processing programs.
4. If, in individual cases, the parties wish to agree on an obligation to indemnify (warranty) that goes beyond the agreement on quality pursuant to Section 7.1, this must be done expressly in writing.
5. In accordance with clause 7.2, statements in catalogs, price lists and other information material provided to the customer shall under no circumstances be understood as such guarantees for a special quality of the delivery items.

• 8 Warranty, duty to inspect goods

1. The customer’s warranty rights with regard to delivery items presuppose that the customer inspects the delivery item after handover and notifies AARONN of any defects in writing without delay, at the latest, however, one week after handover, describing the defect; hidden defects must be notified to AARONN in writing immediately after their discovery.
2. In case of any notice of defects, AARONN has the right to inspect and test the item subject to complaint. For this purpose, the customer will grant AARONN the necessary time and opportunity. AARONN may also require the customer to return the delivery item complained about to AARONN at AARONN’s expense. If a notice of defect by the customer proves to be unjustified due to intent or gross negligence, the customer is obliged to reimburse AARONN for all expenses incurred in this connection – e.g. travel and assembly costs or shipping costs.
3. Insofar as the object of delivery and performance is afflicted with a defect covered by warranty AARONN will remedy the defect free of charge or deliver an object free of defects (hereinafter jointly referred to as “subsequent performance”). Parts replaced by AARONN are to be returned to AARONN by the customer. AARONN shall bear the material, shipping and labor costs incurred for the purpose of subsequent performance, provided that the defect complained about by the customer is acknowledged by AARONN and no case of clause 8.2 sentence 4 applies.
4. The right to choose whether the defect is remedied by free-of-charge elimination of the defect or by delivery of a defect-free item lies with AARONN, unless only a certain type of subsequent performance is reasonable for the customer.
5. Aaronn does not assume any warranty for damages caused by unsuitable or improper use, faulty commissioning or handling, faulty repair or rectification attempts by the customer or third parties, natural wear and tear or unsuitable operating materials, unless AARONN is responsible for the damages.
6. If no subsequent performance is affected within a reasonable period of time set by the customer or if such subsequent performance fails, is unreasonable for the customer or if AARONN has refused such subsequent performance pursuant to § 439 para. 3 BGB (or § 635 para. 3 BGB), the customer may, at its option, withdraw from the contract, reduce the agreed price or, subject to the further statutory prerequisites of § 281 BGB, claim damages in lieu of performance in accordance with clause 9 (or, if applicable, compensation for its expenses in accordance with the provisions of § 281 BGB), reimbursement of its expenses in accordance with the provisions of § 284 BGB); in the case of contracts for work and services, the customer shall furthermore be entitled to self-performance under the further conditions of § 637 BGB (hereinafter collectively referred to as “Secondary Rights”). Withdrawal from the contract or a claim for damages in lieu of full performance shall only be considered if the breach of duty in the case of poor performance is significant.
7. If the customer does not make use of his secondary rights and continues to demand subsequent performance in accordance with clause 8.3, he is obliged to set AARONN a new reasonable deadline for subsequent performance in each case, during which he may not assert the secondary rights. After expiry of the deadline or if the subsequent performance fails (again), is unreasonable for the customer or is refused by AARONN in accordance with § 439 para. 3 BGB (or § 635 para. 3 BGB), the customer is again entitled to the secondary rights without restriction. The customer is entitled to set deadlines for secondary performance as often as desired.
8. The customer will inform AARONN in writing of the deadlines for subsequent performance according to clauses 8.6 and 8.7 in each case.
9. In the case of customers who are not consumers within the meaning of § 13 BGB (German Civil Code), the limitation period for claims for defects for delivery items and work services is 1 year from the statutory commencement of the limitation period. § Section 479 (2) of the German Civil Code shall remain unaffected.
10. The limitation period for recourse claims or claims for reimbursement of expenses of entrepreneurs pursuant to § 478 BGB shall also be 1 year from the statutory commencement of the limitation period. § Section 479 para. 2 BGB shall remain unaffected.
11. Any further warranty is excluded. In particular, AARONN does not assume any warranty for the uninterrupted operational readiness of hardware and/or software, unless expressly agreed otherwise in writing.

• 9 Returns

Returns of stock items no referred to a warranty processing can only be made after prior agreement, in which case 20% costs, but at least EUR 20.00, will be charged for the inspection and repackaging of the goods for the protection of the next buyer. Articles, which must be procured separately, cannot be taken back.

• 10 Liability and compensation

1 AARONN is liable for damages incurred to the extent that

(a) it or its legal representatives are guilty of intent or gross negligence,

(b) the damage is due to the absence of a guaranteed quality or the other non-fulfilment of a granted guarantee, insofar as the described case of guarantee has occurred and the customer was to be protected by the guarantee precisely against the damage that has occurred,

(c) it concerns culpably caused damages to life, body or health, or

(d) claims based on the Product Liability Act, or

(e) claims based on other mandatory statutory liability provisions.

2. Furthermore, AARONN shall only be liable for such damages that result from a breach of a material contractual obligation (“cardinal obligation”) by AARONN, limited to the typical, foreseeable damage. In these cases the liability is limited to € 50.000,- per damage case. In case of several damages within the same contractual relationship (e.g. framework supply agreement) the liability is limited to a maximum amount of € 250.000,- per contractual year. Any liability in excess thereof shall be excluded.
3. This liability provision is final. It applies with regard to all claims for damages, regardless of their legal basis, in particular also with regard to pre-contractual or ancillary contractual claims.
4. Aaronn assumes no liability for damages and disadvantages resulting from the fact that an EDP system or a part of it has to be switched off for repair or maintenance purposes during the productive time of the customer or has to be impaired in any other way. However, the customer can explicitly request on his own responsibility that AARONN does not carry out owed repair or maintenance work at certain times.
5. The customer is obliged to make backup copies of his data at reasonable intervals, but at least once a day. A violation of this obligation shall be considered as contributory negligence.

• 11 Copyrights and industrial property rights

1. The customer shall only be entitled to use the programs, drawings, process descriptions and other documents provided to him for the performance of the contract for the contractually intended use. All copyrights, rights of use and other industrial property rights remain with AARONN. The customer is not permitted to use, duplicate or transfer to third parties any material beyond the necessary contractual use.
2. AARONN expressly reserves its copyrights in particular to services or deliveries provided by it within the scope of the contract. If a copyright arises through the services of AARONN, the customer receives a simple right of use exclusively within the scope of his business operations for the agreed contract or usage period. The customer is not entitled to sublicense or to transfer.

• 12 Confidentiality

The customer is obligated to treat confidentially all operational and technical information of which he becomes aware in connection with the preparation and execution of the contract and in which AARONN may have an interest in confidentiality, as well as all product and business secrets – even after termination of the contract – not to pass them on to third parties and not to use them for purposes not related to the contract.

• 13 Final Provisions

1. AARONN is entitled to have the contract executed in whole or in part by third parties, unless the customer expressly objects to this, stating important reasons.
2. An assignment or transfer of rights and/or obligations from this contract by the customer requires the prior written acceptance of AARONN. In particular, the transfer of the equipment covered by a service contract to a third party does not transfer the claims for the provision of services agreed for this equipment to the third party, unless AARONN expressly accepts such a transfer of rights in writing.
3. Place of performance and place of jurisdiction for all disputes arising from the contractual relationship for both parties is our registered office of AARONN, if the customer is a merchant, a legal entity under public law or a special fund under public law, unless otherwise agreed in these terms and conditions or by separate written agreement. However, AARONN remains entitled to take legal action against the customer also before another court having legal jurisdiction.
4. The law of the Federal Republic of Germany shall apply to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
5. Amendments and supplements to the agreements made and to these terms and conditions must be made in writing in order to be effective. This shall also apply to a waiver of this requirement of written form.
6. Should one or more of these provisions be or become invalid in whole or in part, or should the contract concluded on the basis thereof contain a loophole, the validity of the remaining provisions shall remain unaffected thereby. In place of the invalid or missing provision, the contracting parties shall agree on the valid provision that comes closest to the economic intention.