Terms and Conditions

1. Contractual Components

The following written agreements shall apply exclusively in the order of precedence listed below:

• The most recent current written offer from Axontic.
• The Special General Terms and Conditions of Axontic, as enumerated in Section 11.
• This contractual text as well as the company’s further General Terms and Conditions.
• Remuneration shall be governed by the most recent offer from Axontic.

2. Miscellaneous (Severability)

Should any provision of this contract or any supplementary agreement be or become invalid, the validity of the remainder of this contract and the supplementary agreements shall remain unaffected. In place of the invalid provision, a provision shall be deemed agreed upon which comes closest to the economic purpose of the invalid provision.

3. Written Form Requirement

All agreements involving an amendment, supplement, or specification of these contractual terms, as well as special warranties and arrangements, must be recorded in writing. If these are declared by representatives or auxiliary agents of Axontic, they shall only be binding if Axontic provides its written consent thereto.

4. Choice of Law

With regard to all legal relationships arising from this contractual relationship, the parties agree on the application of the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

5. Jurisdiction and Place of Performance

Insofar as the Client is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law, or a special fund under public law, Bremen is agreed upon as the place of jurisdiction for all disputes arising in the course of processing this contractual relationship.In the case of the creation or sale of software, the place of performance shall be the registered office of the Client. The place of performance for the maintenance of software, the provision of consulting services, or the provision of other services shall be Bremen.

6. Confidentiality

(1) Axontic undertakes to maintain the strictest secrecy regarding all confidential processes, in particular business or trade secrets of the Client, of which it becomes aware within the scope of its activities for the Client, and neither to pass these on nor to utilize them in any other way. This applies to any unauthorized third parties, i.e., also to unauthorized employees of both Axontic and the Client, unless the disclosure of information is necessary for the proper fulfillment of contractual obligations.(2) Axontic undertakes to agree on a regulation identical in content to this clause with all employees deployed by it in connection with the execution of the contract.

7. Retention of Title

(1) Axontic retains ownership of and/or the rights of use to the software delivered to the customer until full payment of all claims existing at the time of delivery or arising later from this contractual relationship; in the case of payment by check or bill of exchange, until they have been honored. Rights of use shall only pass to the customer upon full payment.(2) In the event of payment arrears for which the customer is responsible, as well as in the event of a significant breach of duties of care or custody, the assertion of the retention of title by Axontic shall not be deemed a withdrawal from the contract unless Axontic expressly notifies the customer thereof.(3) If Axontic asserts its retention of title, the customer's right to continue using the software shall expire unless Axontic notifies the customer otherwise. In this case, all program copies made by the customer must be deleted.

8. Warranty Periods

Insofar as the customer is an entrepreneur/merchant, a warranty period of 12 months applies to all products manufactured or delivered by Axontic. The same periods apply to the creation of software.

9. Set-off

The customer may only set off claims from the contractual relationship that have been recognized by Axontic or established by a final and binding court judgment.

10. Liability

1) Unless provided for in other General Terms and Conditions of Axontic, but particularly in the provision of services, the following applies:(2) Axontic excludes liability for slightly negligent breaches of duty, provided these do not concern material contractual obligations (cardinal obligations), damages resulting from injury to life, limb, or health, or claims under the Product Liability Act that affect life or limb. The same applies to breaches of duty by vicarious agents of Axontic.(3) Axontic shall not be liable for the recovery of data unless Axontic caused its destruction through gross negligence or intent and the customer has ensured that this data can be reconstructed with reasonable effort from data material held in machine-readable form.(4) Liability claims shall expire one year after they arise or after they could have been known without the presence of at least gross negligence.

Depending on the individual case, further General Terms and Conditions (T&Cs) shall also apply, the content of which we will send to you at any time upon request.

info@axontic.com

Axontic GmbH
Buschhöhe 10
28357 Bremen
Germany