Conditions for Companys

§ 1 Scope of application

(1) The following General Terms and Conditions shall form the basis for IT hardware and software purchase contracts of Uli Ludwig Computer, owner: Uli Ludwig, Wasgaustr. 6, 65929 Frankfurt am Main, Germany, Fon (+49) 069 - 37003940, Fax (+49) 069 - 36408418, Mobil (+49) 0163 - 5539055, UST ID: DE220747290 (hereinafter: Uli Ludwig) in business transactions with entrepreneurs (hereinafter: Customers).

(2) An entrepreneur in the aforementioned sense is any natural or legal person or partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of his commercial or independent professional activity; a partnership with legal capacity is a partnership endowed with the capacity to acquire rights and incur liabilities.

(2) The General Terms and Conditions shall apply in the version valid at the time of conclusion of the contract as a supplement to the applicable law to the present and future business relations between the customer and Uli Ludwig, even if they have not been expressly agreed again.

(3) Any deviating terms and conditions of the customer shall not be recognized unless Uli Ludwig expressly agrees to their validity in writing.

§ 2 Conclusion of contract

(1) The representations in this online store, other online offers, brochures, circulars, price lists and other presentations of goods do not in principle constitute a binding offer to conclude a contract, unless the specific circumstances indicate otherwise. If a customer wishes to purchase a product, he makes a binding offer to conclude a purchase contract by placing his order (in writing, by telephone, verbally, by e-mail or via our online store). Via our online store, this can be done by selecting a product by clicking the button [Add to cart] to order and then clicking the button [Continue to order]. After entering billing and delivery address, shipping and payment method, at the end of the ordering process under the tab "Summary", there is the possibility to review all entries again and change them if necessary by clicking on [Edit]. By clicking the button [BUY], a binding purchase offer is made.

(2) The order and the entered order data are stored in the personal customer account, provided that the customer registers as a customer before or at the time of ordering. Via the login data, which are determined by the customer during the initial registration, the customer then has access to his customer account at any time and can print out the order with all entered data. In addition, the order can be printed directly after completion of the order on the subsequent confirmation page.

(3) The order confirmation sent automatically after the order has been sent merely documents that the customer's offer has been received by Uli Ludwig, but does not constitute acceptance of the customer's offer.

(4) Uli Ludwig may accept the customer's offer by sending an order confirmation in text form, i.e. in a manner suitable for permanent reproduction in written form, or by delivering the goods within 14 days of receipt of the offer.

§ 3 Subject matter of the contract

(1) The subject matter of the contract is the delivery of the ordered hardware together with the standard software on it. If used hardware is the subject matter of the contract, it may already have exceeded the generally customary period of use of such an object of purchase.

(2) Insofar as the object of purchase contains software, Uli Ludwig shall transfer to the customer a simple, non-exclusive right of use to the extent that Uli Ludwig is entitled to such right of use.

§ 4 Prices, Payment, Default Interest and Damages for Default

(1) The prices in the offers are gross final prices including the separately stated value-added tax plus any shipping costs incurred.

(2) Accepted methods of payment are payment by Paypal, cash on collection or advance bank transfer.

(3) Schools and authorities are supplied on request on account. The invoice is to be paid within 10 days after receipt of the invoice without deduction.

(4) If the customer defaults on payment, interest shall be charged on the purchase price during the period of default at a rate of 8 percentage points above the base interest rate. Uli Ludwig reserves the right to prove and assert damages caused by default.

(5) In the case of payment by PayPal or Sofortüberweisung, the customer shall bear any costs incurred as a result of a chargeback of a payment transaction due to a lack of funds in the account or due to incorrect bank details provided by the customer.

§ 5 Terms of Delivery, Partial Services, Reservation of Self-Delivery

(1) Unless otherwise stated, the delivery time is approx. 3-5 days from the conclusion of the contract.

(2) Partial performances are permissible insofar as they are reasonable for the customer and they are made as such and not for the final fulfillment of our contractual obligations. The provision of § 434 Abs.3 Alt. 2 BGB remains expressly unaffected.

(3) If the product ordered is not available because Uli Ludwig is not supplied with this product by its supplier through no fault of its own, it may withdraw from the contract. In this case, it shall inform the customer without delay and, if necessary, propose the delivery of a comparable product. If no comparable product is available or if the customer does not wish to receive a comparable product, Uli Ludwig shall immediately refund any consideration already paid.

(4) If non-compliance with deadlines is due to force majeure, e.g. mobilization, war, riot, or similar events for which Uli Ludwig is not responsible, e.g. strike or lockout, the deadlines shall be extended by the periods during which the aforementioned event or its effects continue.

§ 6 Set-off, right of retention, assignment

(1)The customer shall only have a right of set-off if its counterclaims have been legally established, are ready for decision, are undisputed or have been acknowledged by Uli Ludwig.

(2)Except in the aforementioned cases, the customer shall be entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

(3) The assignment of a claim of the customer against Uli Ludwig shall only be legally effective with the consent or approval of the latter. The provision of § 354a of the German Commercial Code (HGB) shall remain unaffected.

§ 7 Delivery, transfer of risk

(1) In principle, delivery "ex shipping warehouse" shall be agreed, unless otherwise stated in the order confirmation, in particular unless Uli Ludwig has additionally undertaken to install/assemble the goods on the customer's premises.

(2) In the case of delivery by dispatch, the risk, including that of accidental loss or accidental deterioration of the delivery item (even in the case of carriage paid delivery), shall pass to the customer upon delivery to the person or institution designated to carry out the dispatch. If the shipment is delayed due to circumstances for which the customer is responsible, the risk shall pass to the customer from the date of readiness for shipment.

(3) In case of self-collection, the risk of accidental loss or accidental deterioration of the delivery item shall pass to the customer upon handover. The risk shall also pass to the customer if Uli Ludwig has notified the customer that the goods are ready for collection and the customer fails to collect them on the agreed delivery date.

§ 8 Obligations to give notice of defects, warranty for defects, liability

(1) The customer shall be entitled to a warranty period of three years, i.e. the limitation period for claims of the customer - irrespective of the legal grounds - shall be three years. The limitation period begins with the delivery of the products. This also applies to the purchase of used goods.

(2) The above limitations of liability shall not apply in cases of injury to life, limb or health, in the event of an intentional or grossly negligent breach of duty by us, our representatives or vicarious agents, or insofar as the law mandatorily prescribes longer periods in the event of a delivery recourse pursuant to §§ 478, 479 BGB.

(3) Claims of the customer for damages are excluded. Excluded from this are claims for damages by the customer arising from injury to life, limb or health, as well as liability for other damages based on an intentional or grossly negligent breach of duty by Uli Ludwig, its legal representatives or vicarious agents. Furthermore, liability for culpable breach of essential contractual obligations, i.e. those whose fulfillment is essential to the proper performance of the contract and on whose fulfillment the customer may regularly rely, shall remain unaffected. In the event of a slightly negligent breach of these contractual obligations, Uli Ludwig shall only be liable for the foreseeable damage typical of the contract, unless the customer's claims for damages arise from injury to life, limb or health.

(4) The provisions of Paragraph 3 above shall apply to all claims for damages (in particular for damages in addition to performance and damages in lieu of performance), irrespective of the legal grounds, in particular due to defects, the breach of duties arising from the contractual obligation or from tort. They shall also apply to the claim for reimbursement of futile expenses.

(5) Paragraphs 3 and 4 shall also apply in favor of Uli Ludwig's legal representatives and vicarious agents if claims are asserted directly against them.

(6) The provisions of the Product Liability Act shall likewise remain unaffected.

(7) A change in the burden of proof to the detriment of the customer is not associated with the above provisions.

(8) The statutory warranty provisions shall apply to schools.

§ 9 Retention of title

(1) Uli Ludwig shall retain title to the delivered goods (reserved goods) until all claims to which Uli Ludwig is entitled against the customer under this contract and for any legal reason now or in the future have been satisfied.

(2) The customer shall be obligated to handle goods subject to retention of title properly and to store them in a product-specific manner. In particular, he shall be obliged to insure them at his own expense against damage by fire, water and theft. Claims for compensation against the insurer are hereby assigned to Uli Ludwig. Uli Ludwig accepts the assignment. The customer instructs the insurer to make payment only to Uli Ludwig.

(3) The customer shall be entitled to process and/or resell goods subject to retention of title in the ordinary course of business, but only on condition that it receives full payment from its customers upon transfer of title or makes the reservation that title shall not pass to its customers until they have fulfilled their payment obligations. If, in the event of a resale, the retention of title ceases to exist, the customer hereby assigns to Uli Ludwig all claims arising from the resale in the amount of the final invoice amount (including VAT) of Uli Ludwig's claim against its customers or third parties, irrespective of whether the goods subject to retention of title have been resold without or after processing. If a current account relationship exists between the customer and his purchaser(s) in accordance with § 355 of the German Commercial Code (HGB), the claims assigned to us in advance shall also relate to the acknowledged balance and, in the event of insolvency of the purchaser(s), to the then existing "causal" balance. The customer shall remain authorized to collect this claim even after assignment. The authority of Uli Ludwig to collect the claim itself shall remain unaffected. However, Uli Ludwig undertakes not to collect the claim as long as the customer meets his payment obligations from the proceeds collected, is not in default of payment and, in particular, as long as no application for the institution of insolvency proceedings has been filed or payments have not been suspended. In this case, Uli Ludwig may demand that the customer inform it of the assigned claims and their debtors, provide all information required for collection, hand over the relevant documents and inform the debtors (third parties) of the assignment. All claims arising from bills of exchange drawn on claims arising from the resale of our property (customer bills of exchange) are hereby also assigned. Uli Ludwig may at any time demand the surrender of the bills of exchange and endorsement by the customer. It shall be entitled at any time to notify third parties of the assignment of the customer's claims against it. Any assignments are hereby accepted.

(4) During the existence of the reservation of title, the customer is prohibited from pledging or transferring the reserved goods by way of security. In the event of conduct in breach of contract, in particular in the event of default in payment, Uli Ludwig shall be entitled, after setting a reasonable deadline, to take back the product. Seizure/retrieval of the product by Uli Ludwig shall constitute a rescission of the contract. After taking back the goods subject to retention of title, Uli Ludwig shall be entitled to realize them; the proceeds of such realization shall be credited against the customer's liabilities - less reasonable costs of realization.

(5) In the event of seizures or other interventions by third parties on the reserved goods, the customer shall immediately notify Uli Ludwig in text form so that the latter can file a claim pursuant to § 771 of the German Code of Civil Procedure (ZPO). The former shall take all measures necessary to nullify and defend against such seizures and claims and shall support Uli Ludwig in exercising its rights in every way, including on its own behalf. Insofar as the third party is not in a position to reimburse the judicial and extrajudicial costs of an action pursuant to § 771 of the Code of Civil Procedure, the customer shall be liable for the loss incurred by Uli Ludwig.

§ 10 Contractual language, place of performance, place of jurisdiction, applicable law

(1) The contractual language shall be German.

(2) The place of performance for all services shall be Frankfurt am Main. This shall not apply if Uli Ludwig has contractually undertaken to install/assemble at the customer's premises.

(3) If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract shall be Frankfurt am Main. The same shall apply if the customer does not have a place of residence in the Federal Republic of Germany at the time of the order or moves his place of residence abroad after conclusion of the contract or if his place of residence is not known at the time the action is brought. Uli Ludwig shall, however, also be entitled to bring an action against the customer at the customer's place of business or - in the event that the action relates to the business operations of a branch of the customer - at the customer's branch.

(3) All claims arising from the contract shall be governed exclusively by German law, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

(4) The invalidity of one or more provisions shall not affect the validity of the remaining provisions.

(5) All agreements that contain an amendment, supplement or concretization of this contract must be in writing to be effective. This shall also apply to the amendment or cancellation of this written form requirement.

Status: May 2017