General Terms and Conditions of Sale and Delivery for Hardware and Software

1. Applicability of the General Terms and Conditions of tuneful KG

   These General Terms and Conditions apply to all contracts concluded between the company and the buyer, as well as all other agreements made within the scope of the business relationship. The customer’s general terms and conditions are explicitly not part of the contract, even if they are not expressly contradicted by the company. If the customer does not wish to accept the following General Terms and Conditions, they must notify the company in writing beforehand.

2. 
   Payment Terms and Prices

   All invoices from the company are payable within 7 days from the invoice date. The date of receipt of payment by the company is decisive. In case of default, the company is entitled to withhold further deliveries and services. In the event of payment delays by the customer, the company may charge interest at a rate of 1.5% above the respective discount rate of the German Federal Bank.

   All prices are exclusive of the legally mandated value-added tax. The company reserves the right to make partial deliveries.

3. 
   Delivery and Shipping

   All offers are subject to change.

   All delivery dates specified by the company are non-binding, unless a delivery date is expressly agreed in writing. If the buyer requests changes or additions to the order after the order has been placed or if other circumstances arise that make it impossible for the company to meet the delivery date, although the company is not responsible for these circumstances, the delivery date will be extended by a reasonable period. If the company is hindered in fulfilling the contract on time, for example due to procurement, manufacturing, or delivery disruptions either at its facilities or with its suppliers, the general legal principles apply with the provision that the customer can set a grace period of 6 weeks after one month has elapsed. If the failure to comply with a binding delivery date is demonstrably due to mobilization, war, unrest, strike, lockout, or other circumstances that the company is not responsible for according to general legal principles, the delivery period will be appropriately extended. The customer can withdraw from the contract if they set a reasonable grace period after the extended period has expired. The withdrawal must be made in writing if the company does not fulfill within the grace period. If the company is wholly or partially unable to fulfill the contract due to the aforementioned reasons, it is released from its delivery obligation.

   Shipping and transport insurance costs are generally to be borne by the customer, with the choice of shipping method and mode at the company’s discretion. The customer is obligated to inspect the goods immediately upon arrival and to report any visible transport damage or damage to the packaging in writing to the company without delay. The same applies to hidden damages. If the company loses its claims against the insurance or the subcontractor due to the customer’s failure to fulfill this obligation, the customer is liable for all costs resulting from this breach of duty. The risk passes to the customer as soon as the goods leave the company’s works or warehouse.

4. 
   Retention of Title

   The delivered goods remain the property of the company until all claims of the company from the business relationship with the customer, both principal and ancillary, are fully paid. The customer is obliged to adequately insure the items subject to the company’s retention of title (i.e., theft, fire, water, and low-voltage insurance) and to provide proof of such insurance to the company upon request. In the event of damage, the customer’s insurance claim is deemed assigned to the company. The customer is not authorized to dispose of the items under retention of title. In the event of seizures or confiscations, the customer must inform the company immediately in writing and must promptly notify third parties of the company’s retention of title in an appropriate manner. If the customer nevertheless sells the delivered items and the company should approve this, the customer assigns all claims against their buyers to the company upon conclusion of the contract. The customer is obligated to provide the company with all necessary information required to assert these rights and to perform the necessary actions.

5. 
   Limitation of Liability

   The company is liable to the client for damages only in cases of intent or gross negligence.

   Except for direct personal and property damage, the company’s liability is limited to a total of €2,500. The company is not liable for lost profits, missed savings, or indirect and/or consequential damages. These liability limitations do not apply to damages arising from intent, gross negligence, or the absence of guaranteed characteristics. These limitations of liability also extend to employees and agents of the company. The company is not liable for the restoration of data unless it is grossly negligent or intentionally responsible for the destruction of the data, provided that the customer has ensured through reasonable, state-of-the-art security measures that the data can be reconstructed with reasonable effort.

6. 
   Warranty

   The company guarantees that the goods possess the contractual properties and are free from defects that would eliminate or diminish their value or suitability for ordinary use or use assumed under the contract. An insignificant reduction in value or suitability is not considered. The warranty period is 6 months for HGB (Commercial Code) and starts from the day of delivery. During the warranty period, the customer must promptly notify the company in writing of any defects. For BGB (Civil Code), the warranty period is 24 months and also starts from the day of delivery. The warranty does not cover the elimination of defects caused by normal wear and tear, external influences, or user errors. The warranty is void if the customer changes or allows third parties to change devices, elements, or additional equipment without the company’s consent, unless the customer can provide full evidence that the defects in question were neither wholly nor partially caused by such changes and that the elimination of the defects is not hindered by the changes. Devices described as used are tested and functional, unless otherwise stated. If the buyer is a consumer, the warranty for used devices is 1 year. If the buyer is not a consumer, a warranty period of one month is agreed upon unless the item is offered differently. The warranty period begins with the delivery date.

   The company can repair or replace defective devices, elements, additional equipment, or parts as part of its warranty obligations. To this end, the customer will remove programs (including application programs, data, data carriers, modifications, and additions) before the replacement. The customer is obliged to provide the company with the necessary time and opportunity to carry out the rectification work. If the company fails to remedy significant defects within 6 months of receiving a proper notice of defects, the customer may set a reasonable grace period with the declaration that they reject the remedy upon expiration of this period. After the period has expired, the customer is entitled to withdraw from the contract or demand a reduction if the defect has not been rectified in a timely manner.

7. 
   Software

   The company guarantees for a period of 6 months from the day of delivery that the software supplied by the company is substantially free from material and manufacturing defects and operates in accordance with the agreed parameters. The warranty is limited to these services. The customer acknowledges that, according to the state of the art, errors in programs cannot be excluded.

   In the case of a justified defect complaint, the company reserves the right to carry out a total of three rectifications or, in the event of the final failure of the rectification, grant the customer the right to withdraw from the contract or demand a reduction. The customer has the right to withdraw from the contract or demand a reduction only if a program error proves to be significant and substantial for the entire performance profile and the error cannot be resolved by other means of software. Any further warranty, particularly that the software is suitable for the customer’s purposes, as well as for direct or indirect damages (e.g., loss of profits, business interruptions) and for data loss or damages incurred in connection with the recovery of lost data, are expressly excluded unless intent or gross negligence can be proven against the company or its employees.

8. 
   Confidentiality

   The company and the customer mutually agree to keep all business and trade secrets of the other party confidential indefinitely and not to disclose them to third parties or use them in any way. Documents, drawings, and other information obtained by the other contracting party in the course of the business relationship may only be used within the framework of the respective contractual purpose.

9. 
   Attributions

   Design illustrations from Storyset.

10. 
    Miscellaneous

Should individual provisions of these General Terms and Conditions be or become wholly or partially ineffective, this shall not affect the validity of the remaining provisions. Instead, the ineffective provisions shall be replaced by that which comes closest to the intended purpose.

No collateral agreements have been made. Contract amendments are only effective if confirmed in writing. The customer may only assign their rights from a business relationship with the company with the written consent of the company. The customer may only offset claims against the purchase price demand with recognized or legally established counterclaims.

The place of jurisdiction, as far as legally permissible, is the company’s registered office in the Federal Republic of Germany.

German law applies.