TERMS AND CONDITIONS

§ 1 Scope

1. The contractual relationships between SenseAItion GmbH (managing directors Dr. Matthias Boldt and Jörg Oehmichen) based in 15745 Wildau, Schmiedestrasse 2a, hereinafter referred to as “we” or “operator”, are defined by the following General Terms and Conditions (“GTC”). and the contractual partner as a registered user, hereinafter “customer”.
   
2. These terms of sale apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 Paragraph 1 of the German Civil Code. We only recognize conflicting or deviating terms and conditions of the customer if we expressly agree to their validity in writing.
   
3. These terms of sale also apply to all future transactions with the customer, insofar as they are legal transactions of a related nature (as a precaution, the terms of sale should always be attached to the order confirmation).
   
4. Individual agreements made with the buyer in individual cases (including ancillary agreements, additions and changes) always take precedence over these conditions of sale. Subject to proof to the contrary, a written contract or our written confirmation is decisive for the content of such agreements.
   
5. We offer various goods, services, access to IT applications and platforms, all of which are hereby referred to as “Offer”. The exact definition of the offer or the service results from the specific contractual agreement or the order.
   
   

§ 2 Offer and conclusion of contract

If an order is to be regarded as an offer according to § 145 BGB, we can accept it within two weeks.

§ 3 Documents provided

All documents provided to the customer in connection with the placing of the order - also in electronic form - such as e.g. B. Calculations, drawings etc., we reserve property rights and copyrights. These documents may not be made accessible to third parties unless we give the customer our express written consent. If we do not accept the customer’s offer within the period of § 2, these documents must be returned to us immediately.

§ 4 Prices and Payment

1. Unless otherwise agreed in writing, our prices apply ex works, excluding packaging and plus VAT at the applicable rate. Packaging costs will be charged seperately. The purchase price must be paid exclusively to the account specified overleaf. The deduction of cash discount is only permissible with a special written agreement.
   
2. Unless otherwise agreed, the purchase price is to be paid within 10 days of delivery. Interest on arrears will be charged at a rate of 8% above the respective base interest rate p.a. The assertion of a higher damage caused by default remains reserved.
   
3. Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in wage, material and distribution costs for deliveries made 3 months or later after the conclusion of the contract.
   
   

§ 5 Rights of Retention

The customer is only authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

§ 6 Delivery time

1. The beginning of the delivery time specified by us presupposes the timely and proper fulfillment of the customer’s obligations. The exception of the unfulfilled contract remains reserved.
   
2. If the customer is in default of acceptance or if he culpably violates other obligations to cooperate, we are entitled to demand compensation for the damage incurred, including any additional expenses. Further claims remain reserved. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item passes to the customer at the point in time at which he defaults in acceptance or as a debtor.
   
3. In the event of a delay in delivery that is not caused by us intentionally or through gross negligence, we shall be liable for each completed week of delay within the framework of a flat-rate compensation for delay in the amount of 3% of the delivery value, but no more than 15% of the delivery value.
   
4. Other legal claims and rights of the customer due to a delay in delivery remain unaffected.
   
   

§ 7 Passing of risk upon dispatch

If the offer is sent to the customer at his request, the risk of accidental loss or accidental deterioration of the offer passes to the customer upon dispatch to the customer, at the latest when it leaves the factory/warehouse. This applies regardless of whether the shipment is made from the place of performance or who bears the freight costs.

§ 8 Retention of title

1. We reserve ownership of the delivered item until all claims from the delivery contract have been paid in full. This also applies to all future deliveries, even if we do not always expressly refer to this. We are entitled to take back the purchased item if the customer behaves in breach of contract.
   
2. The customer is obliged to treat the purchased item with care as long as ownership has not yet passed to him. In particular, he is obliged to insure them at his own expense against theft, fire and water damage at replacement value (note: only permitted for the sale of high-quality goods). If maintenance and inspection work has to be carried out, the customer must carry this out in good time at his own expense. As long as ownership has not yet passed, the customer must inform us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of a lawsuit in accordance with § 771 ZPO, the customer shall be liable for the loss incurred by us.
   
3. The handling and processing or transformation of the purchased item by the customer is always carried out in our name and on our behalf. In this case, the purchaser’s expectant right to the purchased item continues with the transformed item. 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 objective value of our purchased item to the other processed items at the time of processing. The same applies in the event of mixing. If the mixing takes place in such a way that the customer’s item is to be regarded as the main item, it is agreed that the customer transfers proportionate co-ownership to us and keeps the resulting sole ownership or co-ownership safe for us. To secure our claims against the customer, the customer also assigns to us such claims that accrue to him against a third party as a result of the connection of the goods subject to retention of title with property; we already accept this assignment.
   
4. We undertake to release the securities to which we are entitled at the request of the customer if their value exceeds the claims to be secured by more than 20%.
   
   

§ 9 Consequences of breaches of duty by users

1.) In the event of violations of these terms and conditions, we can temporarily block or permanently delete access to the offers and content of the user. Furthermore, the user can temporarily or permanently exclude the use of the offers. Our right of the operator to extraordinary termination remains unaffected.
2.) In the event of a culpable violation of these GTC, in particular of the obligations under Section 8, the user is liable to the operator for compensation for all direct and indirect damage resulting from this, including financial loss.
3.) In the event of a violation of the GTC, in particular of the obligations under Section 8, the user shall also indemnify us against any third-party claims that are asserted against the operator, his legal representatives and/or vicarious agents due to this violation. The obligation to indemnify also relates to reimbursement of the costs of legal defense.
4.) All of our other claims remain reserved.

§ 10 Warranty and complaints as well as recourse/manufacturer’s recourse

1. The customer’s warranty rights presuppose that he has duly fulfilled his obligations to examine and give notice of defects according to § 377 HGB.
   
2. Claims for defects expire 12 months after the goods delivered by us have been delivered to our customer. The statutory limitation period applies to claims for damages in the event of intent and gross negligence as well as injury to life, limb and health, which are based on an intentional or negligent breach of duty by the user.
   
3. If, despite all due care, the delivered goods or services show a defect that was already present at the time of the transfer of risk, we will either repair the goods or services or deliver a replacement, subject to timely notification of defects. We must always be given the opportunity to remedy the defect within a reasonable period of time. Claims for recourse remain unaffected by the above regulation without restriction.
   
4. If the supplementary performance fails, the purchaser can - without prejudice to any claims for damages - withdraw from the contract or reduce the payment.
   
5. Claims for defects do not exist in the case of only insignificant deviations from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear or damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive stress, unsuitable equipment, defective construction work, unsuitable subsoil or due to special external influences that are not required under the contract. If the customer or third parties carry out improper repair work or changes, there are also no claims for defects for these and the resulting consequences.
   
6. Claims by the customer for the expenses required for the purpose of supplementary performance, in particular transport, travel, labor and material costs, are excluded if the expenses increase because the goods or services delivered by us were subsequently sent to a different location than the branch of the purchaser, unless the shipment corresponds to its intended use.
   
7. The customer’s right of recourse against us only exists insofar as the customer has not made any agreements with his customer that go beyond the legally mandatory claims for defects. Paragraph 6 also applies accordingly to the extent of the customer’s right of recourse against the supplier.
   
   

§ 11 Miscellaneous

1. This contract and the entire legal relationship between the parties are subject to the law of the Federal Republic of Germany to the exclusion of the UN Sales Convention (CISG).
   
2. Place of performance and exclusive place of jurisdiction and for all disputes arising from this contract is our place of business.
   
3. All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.
   
   

January 2021