General Terms and Conditions (AGB)

General Terms and Conditions of SenseING GmbH

1. general information

1.1 These terms and conditions shall apply unless the contracting parties have agreed otherwise in writing. Deviating conditions of the customer as well as supplements are only binding for us if they have been confirmed by us in writing.

1.2 By placing the order or accepting the delivery, the customer recognises our terms and conditions.

1.3 The items listed as a service model (managed service) are a service for the provision of hardware, software and data. Apart from the licence costs, there are no one-off investments for operation.

1.4 Unless otherwise agreed, the Supplementary Terms and Conditions for the Purchase of Hardware (EVB-IT purchase) in the currently valid version and the Supplementary Terms and Conditions for Cloud Services (EVB-IT-Cloud) in the currently valid version.

2. term and cancellation

Use of the services begins on the delivery date and has a minimum term of 12 months. If no cancellation is made, the term is automatically extended by 12 months in each case, whereby the cancellation must be made at least three months before the end of the current term.

3. prices and payment

3.1 Unless otherwise agreed, our stated prices are ex works plus the respective statutory value added tax. Although VAT is shown, this offer does not entitle the customer to deduct input tax.

3.2 Costs for packaging, freight and postage shall be invoiced separately.

3.3 Our offers are subject to change unless a time limit is expressly stated. We reserve the right to change and renegotiate confirmed prices if the price-determining factors have changed significantly from those at the time the contract was concluded.

3.4 Our invoices are payable: 10 days net after the invoice date, unless otherwise stated.

3.5 If the agreed payment deadline is not met, we shall charge interest on arrears from the due date in the amount of 2 % above the respective discount rate of the Deutsche Bundesbank, without the need for a special notice of default.

3.6 For the items listed as a service model (managed service), invoicing shall be made as an annual advance payment at the start of the contract term. The contract term begins with the delivery/provision of the hardware, unless otherwise agreed.

4. travelling expenses and travel costs

All travelling expenses incurred (travel expenses) will be charged to the client as follows:

4.1 For journeys by car, a flat rate of EUR 0.50 per kilometre driven will be reimbursed.

4.2 The cost of a 2nd class ticket for train journeys will be reimbursed.

4.3 Expenses for catering and accommodation shall be reimbursed by the client on presentation of corresponding invoices.

4.4 The Contractor shall receive remuneration for travelling time in the amount of 50% of a regular agreed man-day rate.

5. orders

5.1 Excess and short deliveries of up to 10 % of the ordered quantity are customary in the industry and do not justify complaints or refusal of acceptance.

5.2 Special written agreements must be made for blanket orders with call-off quantities. Quantities ordered on call shall only be taken into production after the customer has expressly set a deadline.

5.3 However, the production material shall be purchased for the entire quantity and invoiced if the order is cancelled and cannot be used for other purposes.

5.4 Full or partial cancellations can no longer be considered after the start of production.

6. proofs and release samples

6.1 The inspection and approval of proofs, drawings and samples shall release us from any liability for errors not objected to.

6.2 No responsibility is accepted for errors in the order, in documents sent in or due to unclear or incomplete information.

7. delivery times

7.1 The delivery time is given to the best of our judgement and is not binding.

7.2 Claims for damages due to non-fulfilment or late delivery are excluded.

7.3 Exceeding the delivery time or late delivery shall not entitle the customer to withdraw from the contract or to refuse acceptance.

8. transfer of risk

8.1 All risk shall pass to the customer when the goods leave our works.

9. reservation of title

9.1 All delivered goods shall remain our property until complete fulfilment of our claims from all deliveries. This retention of title shall also apply in particular after processing of the goods delivered to us. If the products manufactured with our goods are resold, the customer assigns all claims to us. The customer shall be authorised to resell the goods insofar as this is necessary in the ordinary course of business. In the event that a prohibition of assignment exists in the relationship between the purchaser and his customer, resale shall be excluded. The purchaser is further authorised to collect the assigned claim.

9.2 The customer may neither pledge the delivered goods nor the goods manufactured with our products nor assign them as security until our claims have been paid in full. In the event of seizure, confiscation or other dispositions by third parties, the customer must inform us immediately.

10. warranty

10.1 The customer must report any defects immediately, at the latest within 8 days of receipt of the goods, in writing or by telex. Insignificant or minor defects in material, surface or colour, which are due to the nature of the production, do not entitle the customer to make a complaint.

10.2 In the event of justified complaints made in due time, we shall be free to rework the delivered goods, supply a replacement or issue a credit note to the customer in accordance with the reduction in value of the goods. Further claims of any kind are excluded.

10.3 Our obligation to recognise complaints shall lapse in the event of any further processing, even partial, of the delivered goods without our prior consent.

10.4 In the event of a defect in the items listed as a service model, SenseING shall bear the costs of the return shipment and all repair costs, including the replacement of all defective parts or wearing parts such as batteries. In addition, a lifetime manufacturer's warranty applies. All devices that are defective or faulty due to manufacturing defects will be repaired during the warranty period.
repaired or replaced free of charge for the entire term of the contract.

11. special provisions in the service model (managed service)

11.1 The rented items may only be used in accordance with the contractually agreed conditions and within the specified time period. The customer is responsible for treating the rented items with care.

11.2 From the time the rented items are handed over, the customer shall be fully liable for theft and damage that goes beyond normal wear and tear.

11.3 The customer undertakes to adequately protect the rented items from damage and theft at all times. In the event of loss or defect of the hardware caused by destruction or other external influences, the customer shall be charged a one-off fee per affected device of 50 % of the annual rental price will be invoiced.

11.4 Any defects in the product will be remedied at the discretion of SenseING by repair or replacement free of charge.

11.5 Cancellation by the customer in accordance with § 543 para. 2 sentence 1 no. 1 BGB (German Civil Code) due to failure to grant contractual use is only permissible after SenseING has had sufficient opportunity to rectify the defect and this has failed. A rectification of defects is only deemed to have failed if it is impossible, is refused or unreasonably delayed by SenseING, if there are reasonable doubts as to the prospects of success or is unreasonable for the customer for other reasons.

11.6 Customer rights due to defects are excluded if changes are made to the rental object without the consent of SenseING, unless the customer can prove that these changes have no unreasonable effects on the detection and elimination of defects. Customer rights remain intact if the customer makes changes in a professional and comprehensibly documented manner, in particular within the scope of the right of self-remedy according to § 536a para. 2 BGB.

11.7 The strict liability of the supplier according to § 536a para. 1, 1st alternative BGB for defects existing at the time of the conclusion of the contract is excluded, unless the exclusion of liability concerns damages in connection with the breach of an essential contractual obligation of the supplier. This limitation of liability applies accordingly to the liability of SenseING for the reimbursement of futile expenses as well as for consequential and material damages.

11.8 The tenancy begins upon conclusion of the contract and ends upon expiry of the agreed term. The right to extraordinary cancellation for good cause remains unaffected. An important reason on the part of SenseING exists in particular if the customer or a third party files for insolvency, the insolvency court allows such an application or insolvency proceedings are opened or rejected for lack of assets.

11.9 Text form is required for a cancellation to be effective.

12. calibration service

As part of the SenseING GmbH service model, the calibration service includes the annual replacement of devices, with the exception of products from the SNC-PV product family. SenseING sends newly calibrated devices to the customer annually. The customer undertakes to replace and return the old devices to SenseING within a reasonable period of time after receipt of the new devices.

13. contractual conditions for export control

The products supplied may only be exported to countries in which the intended use and the frequency band used are permitted by law. Prior to any export, the recipients and end users must be checked against the applicable embargo and sanctions lists (e.g. of the EU, the USA or the UN). The Buyer undertakes to comply with all applicable national and international export control regulations, in particular those of the EU and the USA. In particular, the Buyer shall be responsible for obtaining all necessary permits or licences for the export, re-export or resale of the Products. The products may not be used for military purposes, the development, production or utilisation of weapons of mass destruction or in connection with other prohibited applications. Resale to third parties located in sanctioned countries or on international sanctions lists is prohibited. If claims are asserted against the Seller due to a violation of export control regulations by the Buyer, the Buyer shall indemnify the Seller against all resulting claims and damages. Delays in delivery due to export control checks or the late issue of necessary licences shall not give rise to any liability on the part of the Seller. Upon request, the Buyer is obliged to provide an end-use certificate (EVE).

14. liability

14.1 The customer may only assert claims for damages outside the statutory liability for defects in the event of intent or grossly negligent behaviour. This exclusion of liability shall not apply in the event of injury to life, limb or health and in the event of a breach of material contractual obligations.

14.2 Except in cases of intent, gross negligence and damages resulting from injury to life, body or health, the liability of SenseING is limited to the amount of damages typically foreseeable at the time of conclusion of the contract.

14.3 The liability of SenseING under the Product Liability Act and other mandatory statutory provisions remains unaffected.

14.4 The above regulations also apply in favour of employees, representatives and organs of SenseING.

15 Place of fulfilment and jurisdiction

15.1 The place of fulfilment for delivery and payment is Karlsruhe.

15.2 The exclusive place of jurisdiction, both factually and locally, shall be Karlsruhe Local Court, irrespective of the amount in dispute, including for all actions on cheques and bills of exchange.

15.3 However, we are also entitled to bring an action before the domestic or foreign court with jurisdiction for the customer.

Status: 29/04/2025

History

ABG Status: 01/04/2025