1. General Provisions
(1) The following terms and conditions apply to all legal transactions and contracts between Compart IT-Solutions GmbH and the customer (collectively also referred to as "contracting parties").
(2) Customers within the meaning of these General Terms and Conditions are exclusively entrepreneurs as defined by Section 14 of the German Civil Code (BGB). Contractual relationships and the use of services provided by Compart IT-Solutions GmbH are therefore offered exclusively in the business sector (B2B). This means that the contract is only concluded with companies and entrepreneurs. If the customer acts on behalf of a company, they must be duly authorized to represent the company and to conclude this contract in its name.
(3) Our deliveries and services are provided exclusively on the basis of the following terms and conditions. Customer terms and conditions that are not expressly acknowledged by us in writing are invalid. Our terms and conditions also apply if we carry out the delivery to the customer without reservation while aware of the customer's conflicting or deviating terms.
(4) The contracting parties shall immediately confirm any oral agreements made in detail in writing.
2. Subject Matter of the Contract
(1) The subject matter of the respective order and the scope of the deliveries or services to be provided by us are generally determined by our order confirmation.
(2) The scope of performance and functionality of the provided hardware and software is determined by the product descriptions valid at the time of contract conclusion. Agreements exceeding this in specific cases, such as capacity, timing, compatibility with other programs, or networking options, depend on the customer-specific situation and must be expressly agreed upon in writing. The same applies to individual customer-specific program adjustments or other special operating conditions.
(3) In the context of contracts for the supply of hardware and software, we are generally not obligated to install or configure them, advise the customer, train the customer, or provide the customer with additional materials not supplied by the hardware or software manufacturer.
(4) Unless customer training and the creation of a requirements specification are expressly agreed upon in writing, we are not obligated to provide these services.
(5) If program documentation or an operating manual is owed, it will be provided only in machine-readable form, potentially as part of the software, unless otherwise expressly agreed in writing.
(6) We are entitled to engage subcontractors to fulfill our obligations and provide our services.
3. Conclusion of Contract
(1) A contract is only concluded when the customer's order is confirmed by us in writing or an offer is accepted in writing.
(2) We may charge the customer for preliminary work (including cost estimates) performed at the customer's request as part of an offer, even if no contract is concluded, provided we have expressly informed the customer of this prior to performing such work.
4. Pricing
(1) Our prices are ex our place of delivery – Lünen – and are subject to change and non-binding until the order is confirmed. Prices are in euros plus VAT, packaging, freight, postage, and insurance.
(2) Travel costs, expenses, incidental costs, etc., are to be reimbursed in addition and will be itemized separately.
5. Payment, Set-off, and Retention
(1) We are entitled to demand a reasonable advance payment after the contract has been concluded.
(2) The contractually agreed remuneration is due upon invoicing, immediately after handover of the purchased item, acceptance of the work, or provision of the services, net without discount, plus statutory VAT, unless a different payment term has been specified by us in writing.
(3) In the event of default, Compart IT-Solutions GmbH is entitled to claim interest at 5 percentage points above the respective base interest rate as damages for delay. We reserve the right to prove that higher damages for delay have been incurred.
(4) Compart IT-Solutions GmbH is entitled to invoice for partial services.
(5) Fees for our ongoing or recurring services are invoiced annually in advance and are due immediately, unless otherwise agreed in writing.
(6) The customer may only assert a right of set-off or retention if their claims are undisputed, legally established, or ready for decision.
(7) If the delivery of hardware is delayed for reasons for which the customer is responsible, invoicing will take place upon our notification of readiness for delivery, but no earlier than the original delivery date.
(8) If delivery or—where contractually owed—the installation, assembly, or commissioning of the system is delayed due to circumstances for which the customer is responsible, the customer is obligated to reimburse Compart for all costs incurred for waiting time and necessary travel by our agents. If shipment or delivery is delayed at the customer's request by more than one month after notification of readiness for delivery, the customer may be charged storage fees of 0.5% of the price of the items for each month or part thereof, up to a maximum of 5%. Both contracting parties reserve the right to prove that higher or lower storage costs have been incurred.
(9) If the customer definitively refuses to accept the delivery, in whole or in part, for reasons for which they are responsible, or if the delivery cannot be carried out for reasons for which the customer is responsible, Compart has the right to withdraw from the contract and claim damages. Compart is entitled to claim damages in the amount of 20% of the order value or the corresponding part thereof. Both contracting parties reserve the right to prove that higher or lower damages have been incurred.
(10) If the contract is a contract for work and services in which we are the contractor, and the customer terminates the contract pursuant to Section 648 of the German Civil Code (BGB) before we have begun performance, we are entitled to a flat-rate compensation of 5% of the agreed total remuneration.
6. Delivery and Delivery Dates
(1) Unless a specific deadline or a fixed delivery date has been expressly agreed or promised, the delivery periods stated by us are approximate.
(2) Partial deliveries are permitted to a reasonable extent. They will be invoiced separately.
(3) If we are unable to meet the stated delivery periods for reasons for which Compart IT-Solutions GmbH is not responsible, we will inform the customer immediately and simultaneously specify a new, reasonable approximate delivery period.
(4) Unless otherwise agreed, the goods are shipped at the customer's expense and risk.
(5) The notification of readiness for shipment or collection by us is decisive for compliance with the delivery date or period. Goods reported as ready for shipment by the delivery date must be accepted by the customer immediately. Otherwise, we are entitled to ship them at our discretion or to store them at the customer's expense and risk. In the absence of a special agreement, we shall select the means and route of transport.
(6) Risk passes to the customer upon handover to the railway, freight forwarder, or carrier, or upon the commencement of storage, but no later than when the goods leave our facility or warehouse; this applies even if we have undertaken the delivery, unless a specific obligation to deliver to the destination has been agreed upon. The condition of the goods at the time of the transfer of risk is decisive for determining whether they conform to the contract.
(7) Force majeure, industrial disputes, pandemics, civil unrest, government actions, failure of our suppliers to deliver, and other unforeseeable, unavoidable, and serious events shall release the contracting parties from their performance obligations for the duration of the disruption and to the extent of its impact. The contracting parties are obligated to provide the necessary information without delay within the bounds of what is reasonable and to adjust their obligations to the changed circumstances in good faith.
7. Duty to Inspect and Report / Liability for Defects
(1) The customer is obligated to inspect the delivered goods for obvious defects. Obvious defects also include cases where a different item or an insufficient quantity has been delivered. Obvious defects must be reported to us in writing immediately after delivery. Defects that only become apparent later must be reported to us by the customer immediately upon discovery. In the event of a breach of the duty to inspect and report, the goods shall be deemed approved with regard to the defect in question.
(2) For items (including software and documentation) not manufactured by us, we assign to the customer all claims for defects existing against the manufacturer or our supplier of the items.
(3) To the extent that an item is defective, we are entitled, at our discretion, to subsequent performance by either remedying the defect or delivering a defect-free item.
(4) If the defect cannot be remedied within a reasonable period or if the delivery of a defect-free item is to be considered a failure, the customer may, at their discretion, demand a reduction in the remuneration or withdraw from the contract. A failure shall only be assumed if we have been given sufficient opportunity to remedy the defect or deliver a defect-free item without the contractually agreed result being achieved, if the remedy or delivery of a defect-free item is impossible, if it is refused or unreasonably delayed by us, if there are justified doubts regarding the prospects of success, or if it is unreasonable for other reasons. The customer is only entitled to the right of withdrawal if they have set us a grace period of at least four weeks in writing after the failure and this period has expired without success.
(5) If the customer receives defective assembly or installation instructions, we are only obligated to provide defect-free instructions, and only if the defect in the instructions prevents proper assembly or installation.
(6) In the event of an unjustified notice of defects by the customer, where the customer has intentionally or through gross negligence failed to recognize the absence of a defect, they must reimburse us for the costs incurred as a result.
(7) Claims by the customer due to a defect in the goods, including manuals, instructions, or other documentation, shall become time-barred within one year from the delivery of the goods for newly manufactured items. To the extent that statutory provisions for contracts for work and services apply to our services, the customer's claims due to a defect shall become time-barred within one year from acceptance.
8. Retention of Title
(1) Compart IT-Solutions GmbH retains ownership of all deliveries and services until full payment of all current and future claims arising from the business relationship has been made. This also applies to future services, even if we do not explicitly refer to them.
(2) Until ownership of the entire subject matter of the contract is transferred, the customer is obligated to handle the subject matter with the care of a prudent businessperson. In particular, they are required to insure the subject matter at their own expense so that the acquisition value is covered in the event of theft or damage. If the customer violates the obligation in the preceding sentence, we are entitled to insure the subject matter ourselves and charge the associated costs to the customer. If fulfilling the duties of a prudent businessperson requires maintenance, checks, or inspections of the subject matter, the customer is obligated to ensure these measures are carried out in a timely manner and at their own expense. Until ownership of the subject matter and all its parts is transferred to the customer, the customer is obligated to inform us immediately in writing of any third-party rights to the subject matter and to provide us with all documents related to such rights. If we incur any material or immaterial loss in connection with third-party rights to the subject matter or any of its parts prior to the transfer of ownership to the customer, the customer is obligated to compensate us for this loss in full.
(3) Until the transfer of ownership of the entire subject matter of the contract, the customer is obligated to refrain from processing, transforming, mixing, combining, or incorporating the subject matter of the contract or any part thereof into another item, unless we have given our written consent. If third-party rights arise in relation to the subject matter of the contract as a result of processing, transforming, mixing, combining, or incorporating the subject matter of the contract or any part thereof into another item, our ownership rights to the subject matter of the contract shall remain intact; if this is not possible, the last sentence of Section 8 (2) of these General Terms and Conditions shall apply.
(4) We are obligated to release the collateral to which we are entitled upon the customer's request, provided that its value exceeds the secured claims by more than 20%. However, the decision as to which collateral we release remains at our discretion.
9. Acceptance
(1) To the extent that acceptance is provided for by law or contract, the work must be accepted within two weeks if one of the contracting parties requests a formal acceptance procedure. This also applies to self-contained partial services.
(2) If no formal acceptance is requested, the service is deemed accepted four weeks after the transfer of risk. In this case, any previously submitted notices of defects shall be considered a reservation of the customer's rights regarding defects. Insignificant defects do not entitle the customer to refuse acceptance.
10. Documentation and Training/Data Backup
(1) The customer is required to provide our employees with all information and documentation regarding the hardware, software, server infrastructure, etc., installed at their site that is necessary for the fulfillment of the contractually agreed services or work. To the extent that we do not receive this information from the customer and must obtain it elsewhere, the resulting costs or the time expenditure incurred will be charged to the customer.
(2) Before granting our employees access to their IT systems, the customer is required to perform a complete data backup and verify that it has been successful. Our employees are not obligated to check whether the customer has properly backed up their data before beginning their work. Should the customer fail to perform a data backup and data is damaged or lost during the course of our work, we assume no liability for this. Other provisions based on mandatory statutory liability remain unaffected.
11. Software Usage Rights
(1) For the delivery of software produced by third parties, the right of use is determined by the provisions of the respective software manufacturer.
(2) Unless consulting services have been agreed upon, the selection of programs for the intended application is at the customer's own risk.
(3) Rights to use software are transferred to the customer subject to the condition precedent of full payment of the agreed remuneration. If we have consented to the use of the software prior to this, we may revoke this consent in the event of payment default. Upon termination of the right of use, the customer is obligated to return or delete the provided software, including all documentation and copies, and to provide proof of such deletion.
(4) All rights to our work results, in particular copyrights, rights to inventions, and technical property rights, remain with us in relation to the customer, even if the work results were created based on the customer's specifications or by the customer's employees. The customer is granted a non-exclusive right to use these work results for their own purposes.
12. General Limitation of Liability
(1) The liability of Compart IT-Solutions GmbH for breaches of duty that do not consist of a defect or that have caused damage beyond the defect itself shall be governed by statutory provisions, unless otherwise specified below.
(2) The liability of Compart IT-Solutions GmbH, regardless of the legal basis, is unlimited for damages caused intentionally or through gross negligence, or resulting from culpable (i.e., at least negligent) injury to life, limb, or health.
(3) Compart IT-Solutions GmbH is not liable for loss of profit, indirect damages, consequential damages, or claims by third parties, with the exception of claims arising from the infringement of third-party intellectual property rights.
(4) In the event of a culpable breach of essential contractual obligations, we shall be liable—except in cases of intent or gross negligence on the part of our legal representatives or senior executives—only for damages that are typical for the contract and reasonably foreseeable. Our liability for the delivery of defective goods or incorrect deliveries is limited in amount to the purchase price of the goods in question.
(5) Furthermore, the limitation of liability does not apply in cases where liability is mandatory under the Product Liability Act for personal injury or damage to privately used property resulting from defects in the delivered goods.
(6) Where our liability is excluded or limited, this also applies to the personal liability of our employees, staff, representatives, and vicarious agents. The statutory provisions regarding the burden of proof remain unaffected.
13. Data Protection
We process personal data in accordance with statutory data protection regulations. For data processing on behalf of a controller, our data protection provisions for order processing pursuant to Art. 28 of the EU GDPR shall apply additionally.
14. Place of Performance, Jurisdiction, and Miscellaneous
(1) Any transfer of the customer's rights and obligations under the contract concluded with us requires our written consent to be effective.
(2) The place of jurisdiction for all legal disputes, including those involving bills of exchange or checks, is Lünen. We are also entitled to initiate legal proceedings at the customer's place of business.
(3) The contractual relationship shall be governed exclusively by the laws of the Federal Republic of Germany.
(4) The application of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG) is excluded.
(5) Should any provision of these General Terms and Conditions of Delivery, Service, and Payment be invalid, the validity of the remaining provisions shall not be affected. The contracting parties undertake to replace the invalid provision with a valid agreement that comes as close as possible to the intended purpose and meaning of the original provision.
