General terms and conditions

1. Subject of these terms of delivery and payment
Our deliveries, services and offers shall be made exclusively on the basis of these Terms and Conditions. These shall, therefore, also apply to all future business relationships – even if these are not expressly agreed once more. These Terms and Conditions shall be deemed to have been accepted at the latest upon receipt of the goods or services. Counter-confirmations by the customer with reference to its own terms and conditions of business or purchase are hereby expressly rejected. All agreements pertaining to this contract shall only be effective if they are confirmed by us in writing. Consumers within the meaning of these Terms and Conditions are deemed to be natural persons who enter into a business relationship with us, and to whom a commercial (or self-employed professional) activity cannot be attributed. Entrepreneurs within the meaning of these Terms and Conditions are deemed to be natural or legal persons who enter into a business relationship with us, and who act in the exercise of a commercial or self-employed professional activity. Customers within the meaning of these Terms and Conditions are deemed to be both consumers and entrepreneurs.

2. Offers and contract conclusion
Our offers shall be subject to change and are understood as non-binding. Any declaration of acceptance shall require our written confirmation, in order to be legally effective. The customer’s binding contractual offer shall be deemed to have been made when a corresponding declaration is sent electronically (e.g. by e-mail) or in writing. Should the customer order the goods electronically, we shall confirm receipt of the order immediately. The confirmation of receipt itself shall not constitute a binding acceptance of the order. We hereby reserve the right to declare acceptance of the contract either electronically or in writing. The contract may also be accepted electronically or in writing. For goods ordered via our online shop online, there shall be a 14-day right of cancellation or right of return for consumers under the Distance Selling Act (Fernabsatzgesetz), which shall not require justification. The period shall begin on the day on which the goods are delivered.

3. Delivery times
Delivery dates or deadlines must be set in writing. In the event of force majeure and other unforeseeable, extraordinary circumstances for which we are not responsible – e.g. material procurement issues, operational disruptions, strikes, lockouts, lack of means of transport, official interventions, energy supply difficulties, etc. (even if they affect at upstream suppliers) – the respective performance period shall be extended by the duration of the hindrance and a reasonable start-up period if we are prevented from fulfilling our obligation on time through no fault of our own. Should the delivery or service be rendered impossible (or unreasonable) due to the aforementioned circumstances, we shall be released from the obligation to contractual performance. Should the delay in performance last longer than two months, both the contractual partner and we shall be entitled to withdraw from the contract. Any rights of cancellation for other reasons shall hereby remain unaffected. If we are in default, the contractual partner’s claim for compensation for damage caused by said default shall be limited; if we are only guilty of slight negligence, to compensation for default amounting to 0.5 % of the invoice value for each completed week of default, but not exceeding a total of 5 % of the invoice value of the deliveries and services affected by the default. All contractual and statutory rights of cancellation shall hereby remain unaffected. Should the buyer demand compensation over performance, the consumer’s claim shall be limited to the direct average damage foreseeable at the time of conclusion of the contract and deemed typical for the contract, insofar as we are only guilty of slight negligence. Should the customer be an entrepreneur or a legal entity under public law or a special fund under public law, any claims for damages in lieu of performance are hereby excluded in cases of slight negligence, unless a breach of a primary obligation (cardinal obligation) is involved. In such cases, compensation shall be limited to the direct average damage foreseeable at the time the contract was concluded and deemed typical for the contract. Should – while we are in default – delivery or performance be rendered impossible for us by chance, we shall be liable subject to the limitations of liability agreed above. We shall not be liable if the damage would have occurred even if delivery had been made on time. We shall be entitled to make partial deliveries and render partial services to a reasonable extent. Should the delivery of an item ready for dispatch be postponed by more than one month at the customer’s request, we shall be entitled to charge the customer a storage fee of 0.5% of the invoice amount of the delivery item concerned for each month or part thereof. The customer shall be permitted to prove that expenses were not incurred at all (or were significantly lower than the respective lump sum).

4. Transfer and transfer of risk
Packaging, insurance, dispatch and transport shall be at the customer’s expense. Should the buyer be an entrepreneur or a legal entity under public law or a special fund under public law, the risk of accidental loss and accidental deterioration relating to the goods shall pass to the buyer upon handover or – in the case of sale by dispatch – upon delivery of the goods to the forwarding agent, carrier or other person or institution designated to carry out the dispatch. Should the buyer be a consumer, the risk of accidental loss and accidental deterioration of the item sold shall not pass to the buyer until the item is handed over, even in the case of sale by dispatch. Should the buyer be in default of acceptance, this shall be deemed equivalent to handover. In the event of refusal of acceptance, the risk shall pass to the customer upon notification of readiness for dispatch. The customer shall have the installation preparation work and the equipment required for the power supply performed at his own expense and responsibility prior to delivery of the equipment. These must comply with our specifications and the prevailing technical standards. The customer shall provide trained operating personnel in good time. Unless otherwise agreed, we shall not be responsible for connecting our systems and deliveries with the customer’s devices or programmes. Programmes supplied by us shall be installed at the installation site on the system provided by the customer, if this is not supplied by us. The costs for performing said installation work shall not be included in the licence prices and will be charged separately. The same shall apply to programme-specific instructions. Upon request, the customer shall confirm the operational readiness of our delivery and service in writing.

5. Claims for defects
For any defects in the goods at the time of the transfer of risk, we shall initially provide subsequent fulfilment by way of repair or replacement – at our discretion. Should the customer be an entrepreneur, a legal entity under public law or a special fund under public law, complaints due to defects in the goods, incorrect deliveries and deviations in quantity – including excess deliveries – must be reported in writing immediately, but no later than 14 calendar days after receipt of the goods, insofar as these can be determined by reasonable inspection. Should the customer fail to fulfil this notification obligation, all claims for defects are hereby excluded. In the event of the rectification of defects, we shall be obligated to bear all expenses deemed necessary for the purpose of rectifying the defect; in particular, transport, travel, labour and material costs, insofar as these are not increased by the fact that the goods have been taken to a place other than the place of performance. Should subsequent fulfilment fail, the customer may assert further statutory rights. Should the customer choose compensation for damages after subsequent fulfilment has failed, the goods shall remain with the customer if this is deemed reasonable. Compensation shall be limited to the difference between the purchase price and the value of the defective item. This shall not apply if we have caused the breach of contract wilfully or through gross negligence.

6. Liability
We shall be liable within the scope of prevailing statutory provisions if the customer asserts claims for damages based on intent or gross negligence on the part of our representatives or vicarious agents. If said damage is caused by way of slight negligence, we shall only be liable if material contractual obligations have been breached. Should we be liable for slight negligence in accordance with (1) above, liability shall be limited to the foreseeable average damage typical of the contract. Should the damage be covered by an insurance policy taken out by the customer (with the exception of sum insurance), we shall only be liable – notwithstanding the above sentence – for any associated disadvantages suffered by the customer, e.g. higher insurance premiums or interest disadvantages until the claim is settled by the insurance company. The above exclusions and limitations of liability shall not apply in the event of injury to life, limb or health, or in cases of mandatory liability under the provisions of the German Product Liability Act (Produkthaftungsgesetz). Exclusions or limitations of liability also shall not apply to the provision of guarantees which – according to their content – are intended to protect the customer against such damage.

7. Statute of limitations
Should the customer be a consumer, claims for defects shall lapse within two years. This shall not apply to the sale of used goods; in this case, claims for defects shall become time-barred. Should the customer be an entrepreneur, a legal entity under public law or a special fund under public law, claims for defects shall lapse within one year. Notwithstanding the provisions in (1) and (2), any claims for defects in a building and in an item that has been used for a building in accordance with its normal use (and which has caused its defectiveness) shall become time-barred within five years. Notwithstanding the above provisions, the statutory limitation periods shall apply – insofar as the customer’s claim against us is based on Sections 478, 479 German Civil Code (BGB) or Sections 651, 478, 479 German Civil Code (BGB) – insofar as the customer’s claim is based on our wilful, fraudulent or grossly negligent conduct or on such conduct on the part of our vicarious agents, – in the event of injury to life, limb or health, – for claims under the German Product Liability Act (Produkthaftungsgesetz), – insofar as claims for defects are based on a right in rem of a third party, on the basis of which the surrender of the purchased item can be demanded, – insofar as claims for defects are based on another right entered in the land register. Furthermore, the provisions in (1) and (2) shall not apply if the asserted claim is based on a guarantee given by us within the meaning of Section 443 German Civil Code (BGB). In such a case, the limitation period shall begin with the delivery of the goods or their acceptance, insofar as this is provided for by law. The limitation period for these claims shall be governed by Section 438 German Civil Code (BGB), unless a different limitation period is specified in the content of the guarantee. The provisions of Sections 196 and 197 German Civil Code (BGB) and the rules on the burden of proof shall hereby remain unaffected by the above provisions.

8. Retention of title
In the case of contracts with consumers, we shall reserve title to the delivered items until the purchase price has been paid in full. In the case of contracts with entrepreneurs, legal entities under public law and special funds under public law, we shall reserve title to the delivered items until all claims arising from an ongoing business relationship have been settled in full. Should our delivery item be processed, the processing shall be carried out for us. Should our delivery item be combined or blended with other items, we shall acquire co-ownership of the new item or the blended item in the ratio of the value of our delivery item (final invoice amount including VAT) to the other items with which the combination or blending has taken place. Our customer shall store the item in which we have acquired sole or co-ownership in accordance with the above provision on our behalf. Should the blending or combination take place in such a way that our customer’s item is to be regarded as the main item, it is hereby agreed that the customer shall transfer co-ownership to us on a pro rata basis and shall keep the item in safe custody for us. The customer shall be obligated to refrain from any impairment of ownership with regard to the reserved goods, and to inform us immediately in the event of access by third parties. Any resulting intervention costs shall be borne by the customer.

9. Prices and payment
All prices shall be understood as net fixed prices plus the applicable VAT. Prices without currency designation shall always be in EURO; otherwise, in the specified currency. All payments must be made immediately upon receipt of the invoice without deduction. The day of payment shall be the day on which we can dispose of the money. We shall be entitled – despite any provisions of the customer to the contrary – to offset payments against the customer’s older debts or against costs and interest. In the event of default, the consumer shall pay interest on the debt at a rate of 5% above the base rate. During the period of default, the entrepreneur shall pay interest on the debt at a rate of 8% above the base rate. We hereby reserve the right to prove (and assert) a higher level of damage caused by delay against the entrepreneur. The customer shall only be entitled to offset, withhold or reduce payment if its counter-claims have been recognised by declaratory judgement or are undisputed.

10. Software
Unless the customer has concluded a separate licence agreement with us for the software products provided by us, we shall grant the customer the non-exclusive licence to use the software products provided to him – including the documentation – against payment of the corresponding remuneration. The manufacturer’s licence conditions shall apply without fail. In case of doubt, the customer shall only operate the software on those computer systems and programme carriers which he has either purchased directly from us or/and which are listed in detail in our order confirmation or in the purchase contract, respectively. The customer shall only be authorised to copy the original copy for security purposes and while retaining the copyright notice. Should a copy protection plug be required to use the software, the software and copy protection plug shall form a single unit and are only supplied together. The separate (subsequent) delivery of a copy protection plug shall only be possible if the defective plug is returned. The customer shall not be entitled to transfer the licence either in whole or in part to third parties or to pass on, publish or permit the use of the software products and/or documentation to third parties. The customer shall also protect the software from access by third parties and inform all persons who have access to these products of the obligations assumed by him in this clause. The customer shall be obligated to back up his data – for example, by making a backup copy. The licence shall end automatically when the use of the computer system for which this licence was granted is discontinued, or if it is terminated without notice for good cause. The above obligations shall apply accordingly to the use of our expertise. In the event of a culpable infringement of the above provisions by the customer, we hereby reserve the right – without prejudice to the assertion of any damages incurred – to demand from the customer (insofar as it is an entrepreneur, a legal entity under public law or a special fund under public law) a reasonable contractual penalty to be determined by us, which in the event of a dispute is to be reviewed for its appropriateness by the Essen Regional Court (Landgericht Essen).

11. General
Verbal subsidiary agreements have not been entered into. Amendments to the contract must be made in writing. Should individual provisions of the contract with the customer/client or of these General Terms and Conditions be or become invalid in whole or in part due to a deviation from provisions that do not serve to protect the contractual partner, said wholly or partially invalid provision shall be replaced by a provision, the economic intent of which shall come as close as possible to that of the invalid provision. CSS is hereby entitled to terminate the contract without notice if the client becomes insolvent, files for insolvency, is about to file for insolvency or an application to open insolvency proceedings has been rejected for lack of assets. The same shall apply in the event that the client is in arrears with the payment of the agreed remuneration for more than two consecutive months, or with a total amount of two months’ remuneration in a period spanning more than two months. The parties hereby undertake to treat as confidential all information – in particular, company-related or personal data – which they obtain directly or indirectly from the other party in the context of the contractual relationship. They shall not make information available to third parties and shall use it exclusively for purposes proposed in a contract. Further-reaching use of information, or forwarding it to third parties, shall be subject to prior, written, approval by the other party.

12. Place of jurisdiction
The contractual relationship shall be governed exclusively by the law of the Federal Republic of Germany. Should the customer be 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 or in connection with this contract shall be Essen. The same shall apply if the customer does not have a general place of jurisdiction in Germany, or if his place of residence or habitual abode is unknown at the time the action is filed. Notwithstanding the above agreement pertaining to the place of jurisdiction, CSS shall also be entitled to bring legal action against the client at his general place of jurisdiction.

13. Changes to the General Terms and Conditions
The customer shall be notified in writing of any changes to these Terms and Conditions, which may not result in the customer being placed in a less favourable position. They shall be deemed approved if the customer does not raise an objection in writing. CSS shall specifically draw the customer’s attention to this consequence when announcing the amended Terms and Conditions. The customer must lodge his objection to CSS within six weeks of notification of the changes.

The company is based in Essen,
Handelsregister HRB 6179
Managing Director: Andreas Kaus
Last updated: März 2022