Section 1 Scope
(1) Our deliveries, services, and offers are made exclusively on the basis of these terms and conditions. They also apply to all future business relationships, even if they have not been expressly agreed upon again. The customer’s terms and conditions are hereby objected to.
(2) Changes and additions to this contract require written form to be effective. Oral collateral agreements must be confirmed in writing within 4 weeks.
Section 2 Offer and Conclusion of Contract
(1) All offers from EASY Solutions are non-binding. Declarations of acceptance and all orders require written confirmation to be legally effective.
(2) Descriptions and performance data contained in catalogs, price lists, and similar promotional materials are intended to provide only a general idea of the goods described therein and are binding only if expressly agreed upon in writing.
Section 3 Prices and Payment
(1) Our prices are gross, including the statutory value-added tax; price information for resellers is net, i.e., plus the statutory value-added tax.
(2) The deduction of cash discounts and/or other allowances requires a special written agreement.
(3) The customer is entitled to set-off rights only if the counterclaims are legally established, undisputed, or acknowledged. The customer is only authorized to exercise a right of retention if their counterclaim is based on the same contractual relationship.
(4) Invoices must be paid within two weeks from the date of receipt. The customer is automatically in default no later than 30 days after the due date and receipt of the invoice. In case of default, interest on arrears at a rate of 5% above the respective base rate p.a. will be charged. The assertion of higher default damages remains reserved.
(5) After the due date of payment following a second reminder, the customer’s access accounts and data will be deleted, and all services will be terminated without notice. The provider is entitled to block/terminate the entire service in the event of default in payment for a partial service of a contract. The customer has no claim for damages or other compensation in connection with deletion/blocking.
Section 4 Delivery Time and Default
(1) Delivery dates, which can be agreed upon as binding or non-binding, must be stated in writing. Delivery periods generally begin with the conclusion of the contract; however, if it was the customer’s responsibility to fulfill technical or similar requirements or obligations in advance, the delivery period begins only with timely and proper fulfillment of these obligations.
(2) In the event of disruptions to business operations of EASY Solutions or its upstream suppliers, especially in the case of labor disputes, lockouts, and cases of force majeure based on an unforeseeable event, EASY Solutions may demand a corresponding extension of the delivery period. If the effort increases and the cause is within the customer’s responsibility, EASY Solutions may also demand compensation for its additional expenses.
(3) In case of non-compliance with delivery deadlines, the customer is obliged to set a reasonable grace period in writing, threatening rejection. If this period elapses without result, the customer is entitled to withdraw from the contract regarding the defective goods or demand a corresponding reduction in the purchase price.
(4) Compensation for damages due to non-performance is only available to the customer if the default is based on intent or gross negligence.
(5) If the customer is in default of acceptance or violates other duties to cooperate, EASY Solutions is entitled to demand compensation for the damage incurred, including any additional expenses. In this case, the risk of accidental loss or deterioration of the purchased item passes to the customer at the time they default on acceptance.
Section 5 Transfer of Risk, Usage Rights
(1) The risk passes to the customer with the delivery of the goods to the customer’s premises or, in the case of default of acceptance, with the corresponding notification. If dispatch is agreed upon, delivery is made at the customer’s expense and risk.
(2) EASY Solutions reserves ownership and copyrights to all documents provided to the customer in connection with the order, such as calculations, drawings, etc. These documents may not be made accessible to third parties unless EASY Solutions gives its express written consent.
Section 6 Defects and Warranty
(1) EASY Solutions warrants for a period of 24 months, for hardware, that its services have the characteristics promised in the sales contract and are free from material and manufacturing defects that impair the fitness of the goods for normal use. Software products are subject to the End User License Agreement (EULA) of the manufacturer.
(2) Defects caused by wear and tear, operational errors, or similar circumstances within the customer’s sphere are not covered, even if the defect occurs within the first 24 months after the transfer of risk. In the event of data loss, EASY Solutions is only liable for the expenses required for the reconstruction of the data if proper data backup by the customer is provided.
(3) Insofar as EASY Solutions is responsible for a defect, we are entitled, at our discretion, to remedy the defect or deliver a replacement. If we are unable to remedy the defect or if this is delayed for reasons for which we are responsible beyond reasonable deadlines, the customer is entitled to withdraw from the contract regarding the defective goods or demand a corresponding reduction in the purchase price.
(4) The buyer must examine the goods immediately for obvious defects or transport damage and report them immediately, but no later than two weeks after delivery. If no notice is given, any claim arising from this defect is excluded.
(5) Unless otherwise stated below, further claims of the customer, regardless of the legal grounds, are excluded. EASY Solutions is therefore not liable for damages that did not occur to the delivery item itself, in particular, not for lost profit or other financial losses of the customer. Liability for advice, suggestions, and information is also excluded, as far as legally permissible.
(6) The above limitation of liability does not apply insofar as the cause of the damage is based on intent or gross negligence.
Section 7 Retention of Title
(1) EASY Solutions reserves ownership of the purchased item until all claims have been fulfilled. In the event of a customer’s contractual breach, especially in the case of default in payment, EASY Solutions is entitled to take back the purchased item. Retaking the purchased item does not constitute withdrawal from the contract unless expressly declared in writing.
(2) In case of seizures or other third-party interventions, the customer is obligated to point out the ownership of EASY Solutions and to inform us immediately.
(3) As long as EASY Solutions is the owner of the purchased item, the customer is obligated to treat the purchased item with care and to insure it sufficiently against the usual risks.
Section 8 Customer’s Obligations
(1) The customer is obliged not to infringe on the rights of third parties, including personal rights, trademark rights, name rights, license rights, etc.
(2) The customer is required to create backups of all materials/data provided by EASY Solutions, which will be provided free of charge in case of loss of material/data.
Section 9 Confidentiality of EASY Solutions/Data Protection
(1) EASY Solutions reserves ownership and copyrights to all documents provided to the customer in connection with the order, such as calculations, drawings, etc. These documents may not be made accessible to third parties without EASY Solutions’ explicit written consent.
(2) EASY Solutions is obliged to maintain confidentiality regarding business and trade secrets as well as all information designated as confidential that becomes known to EASY Solutions in connection with the order, unless disclosure to third parties is expressly permitted by the customer’s written declaration. EASY Solutions also commits all persons employed by it to carry out the order to comply with this confidentiality obligation.
Section 10 Place of Performance, Jurisdiction
(1) The place of performance is Landau in der Pfalz, Germany. If the customer is a merchant or a legal entity under public law or has no general place of jurisdiction in the country, Landau is agreed as the exclusive place of jurisdiction. However, EASY Solutions is also entitled to sue the buyer at their place of residence.
(2) If a provision in these terms and conditions or a provision in the context of other agreements is not effective, the effectiveness of all other provisions or agreements remains unaffected.