The deliveries, services, and offers of Cyrus Technology GmbH (hereina referred to as “the User”) are made exclusively on the basis of these General Terms and Conditions. They also apply to all future business relationships, even if they are not expressly agreed upon again. This also applies if the User, with knowledge of conflicting or deviating terms and conditions of the customer, executes delivery to the customer without reservation. At the latest, by accepting the goods or services, these conditions shall be deemed accepted. Any deviations from these General Terms and Conditions shall only be effective if confirmed in writing by the User.

a. Offers and information regarding the devices distributed by the User are non-binding and without obligation. Product descriptions, such as data and documentation of the devices distributed by the User, are only approximately authoritative and do not constitute guaranteed characteristics.

b. Customer orders are binding offers, which the User may accept at its discretion either by sending a written order confirmation or by delivering the goods at the final invoiced price. If the ordered goods in a call-off order are not accepted within one month from the date of the order confirmation, the User shall no longer be obliged to deliver. The customer, however, remains obligated to call off and accept the goods.

c. If the customer orders goods via the online shop, the User will immediately confirm receipt of the order. The confirmation of receipt does not yet constitute a binding acceptance of the order. This remains subject to the order confirmation.

d. The order confirmation becomes part of the contract. The customer is obligated to check the order confirmation for factual accuracy after receipt.

2. Delivery Periods and Dates, Right of Withdrawal
Delivery dates or periods, whether binding or non-binding, must be in writing. The conclusion of the contract is subject to the correct and timely delivery to the User by its suppliers. This only applies in cases where non-delivery is not attributable to the User, particularly in the event of the conclusion of a congruent covering transaction with the User’s supplier. The customer will be informed immediately of the unavailability of the service. In the case of already provided counter-performance, this will be refunded immediately.

Delays in delivery and performance due to force majeure and events that significantly hinder or make delivery impossible for the User, including in particular strikes, lockouts, official orders, significant changes in energy costs, freight costs, or other relevant incidental costs, etc., even if they occur at the User’s suppliers or their subcontractors, are not the responsibility of the User, even if deadlines and dates have been agreed as binding.

The aforementioned delivery or performance delays entitle both contractual parties, within a reasonable period of three weeks after becoming aware of and notification of the disruption, to demand an adjustment of the contract to the changed circumstances or to rescind the contractual relationship in accordance with the withdrawal provisions of §§ 346 ff. BGB.

They entitle the User to postpone the delivery or performance for the duration of the disruption plus a reasonable start-up period or to withdraw from the contract in whole or in part with respect to the not yet fulfilled portion. If the disruption lasts longer than three months, the buyer is entitled, after setting a reasonable grace period, to withdraw from the contract with respect to the unfulfilled portion. If the delivery period is extended or if the User is released from its obligation, the buyer cannot derive claims for damages from this.

Goods delivered by the User to the customer may not be exported from the agreed country of delivery. If the goods are nonetheless exported, such export is subject to authorization under the foreign trade laws of the Federal Republic of Germany and/or the country of origin of the goods. The customer is responsible for applying for such authorization.

3. Prices
All price offers and information outside of the order confirmation are non-binding and may be changed by the User at any time. All prices exclude transport, packaging material, and insurance costs.

4. Terms of Payment
The purchase price and prices for ancillary services are due upon delivery of the purchased item and upon issuance or dispatch of the invoice and must be paid immediately without deduction, unless otherwise agreed in writing. A payment is deemed to have been made only when the User has access to the amount. The User is entitled, notwithstanding provisions to the contrary by the buyer, to initially offset payments against the buyer’s older debt and will inform the buyer of the nature of the settlement. If costs and interest have already been incurred, the User is entitled to offset the payment against the costs first, then against the interest, and finally against the principal performance.

The User is entitled to assign claims from its business relationships. If the customer is in default with the payment of one or more claims, culpably fails to comply with other essential contractual obligations, or if circumstances become known to the User that are suitable to reduce the customer’s creditworthiness, including suspension of payments, return debits, initiation of settlement or insolvency proceedings, all claims shall become immediately due. Furthermore, in the event of default, the User is entitled to charge the customary bank interest, but at least a default interest of 8% above the ECB base rate. The assertion of further damages caused by default remains reserved. If the customer is in default with the settlement of a claim, the User, notwithstanding its rights under §§ 286 ff., 324 ff. BGB, is entitled to withhold other agreed or future deliveries or, at its discretion, to execute them only against advance payment or cash on delivery. If cash on delivery is not honored by the customer, the User is entitled, notwithstanding other contractual rights, to sell the goods otherwise at the customer’s expense or on its own account and to charge the customer the difference between the agreed purchase price and the price obtained through the emergency sale.

The customer may only offset claims of the User if the customer’s counterclaim is undisputed or legally binding; a right of retention may only be asserted to the extent that it is based on claims from the purchase contract. The customer shall bear all fees, costs, and expenses incurred in connection with any legally successful legal action against him outside Germany.

5. Contract Amendments and/or Additions
For contract amendments and/or additions, as well as oral agreements, to be effective, they require written confirmation by the User. The User’s sales employees are not authorized to make oral side agreements or provide oral assurances that go beyond the content of the written contract.

6. Transfer of Risk
As soon as the goods have been handed over by the User to a forwarding agent, carrier, another transport company engaged, or any other person designated for transport for the purpose of delivery to the customer, the risk of accidental deterioration or accidental loss of the goods passes to the customer. The method of shipment, including packaging, as well as the decision as to whether delivery to the customer is made from a domestic distribution warehouse or a foreign manufacturer/supplier, is at the reasonable discretion of the User, unless otherwise agreed in advance. Transport, shipping, and packaging costs will then be invoiced to the customer.

7. Retention of Title
The goods delivered by the User remain the property of the User until all current claims against the customer, as well as future claims related to the delivered goods, have been settled. If claims are settled via bill of exchange or check procedures, the retention of title remains until the conclusion of this procedure.

The customer is entitled to resell the goods subject to retention of title only under retention of title and only in the ordinary course of business. The claims accruing to the customer from the resale or any other legal ground relating to the goods subject to retention of title are hereby assigned to the User for security.

Furthermore, the customer is not entitled to dispose of the goods by pledging or transferring ownership for security. The customer is entitled to collect the assigned claims in his own name. If the customer does not properly meet his payment obligations, this collection authorization is revocable. The amounts collected under the collection authorization are to be held in trust by the customer for the User, stored separately, and accounted for separately.

Access or claims by third parties to the goods subject to retention of title must be reported to the User immediately, with the necessary documents provided. At the same time, the customer is obligated to inform the third party of the User’s retention of title. The costs of any intervention by the User against enforcement creditors or other third parties accessing the goods subject to retention of title shall be borne by the customer.
If the customer acts in breach of contract (in particular in the event of default of payment), the User is entitled to withdraw from the contract.

Any processing of the goods subject to retention of title with other goods is carried out by the customer for the User without any obligation arising for the User. If the User’s ownership of the goods subject to retention of title expires due to processing, mixing, or combining with other goods, it is hereby agreed that the User’s co-ownership of the new item or combination, proportionate to the invoice value, shall pass to the User. The new item or combination created by the customer shall be stored for the User free of charge. In the event of resale of the new item or combination, the above advance assignment shall also apply to the customer’s claims from the resale, up to the value of the goods subject to retention of title.

The goods subject to retention of title must be adequately insured by the customer against all risks. The goods subject to retention of title must be handled carefully and gently by the customer, stored separately, and marked as such at the request of the User. The customer hereby assigns to the User all contractual claims, in particular insurance or tort claims, arising from damage, destruction, or loss of the goods subject to retention of title, up to the invoice value of the goods. At the customer’s request, the User will release securities granted to it under this retention of title agreement, at its discretion, if the value of the securities demonstrably exceeds the User’s outstanding claims by more than 20%.

8. Warranty
a. The User is liable under statutory warranty rights for the duration of the statutory limitation periods calculated from the handover of the goods to the customer for defects present at the time of delivery. For the sale of used goods or RMA goods, the warranty period stated in the product description applies. Any further warranty or guarantee claims are excluded for these. The goods delivered by the User are free from defects in design and workmanship customary at the time of delivery. Minor deviations from the purchased item regarding quality, color, or shape do not constitute defects as long as they are customary in the trade and reasonable for the customer. Warranty claims do not exist if the product has been modified, improperly installed, maintained, repaired, used by the customer or third parties, or exposed to environmental conditions not complying with the manufacturer’s installation requirements, unless the customer proves that these circumstances were not the cause of the defect. For the usability of the delivered goods for a particular purpose, the User assumes no liability, even if during contractual negotiations the User provided advice on possible uses of the goods. The User does not guarantee that software functions meet the customer’s requirements or that the contractual products interact with the selection made by the customer. Warranty is excluded if the delivered goods are defective only to a customary percentage for such products. Warranty liability lapses if serial numbers, type designations, or similar markings have been removed or made illegible.

b. In the event of a material defect, the User may choose to remedy the defect, replace the goods, or issue a credit note. The warranty obligation for defective or non-conforming goods supplied by the User is otherwise limited to repair or replacement, or issuing a credit note equal to the value of the returned goods. If the User initially opts for repair or replacement, the following applies: if the User is unable to repair or replace, if it is associated with disproportionate costs, or if the User fails to remedy the defects within a reasonable, written grace period, the customer is entitled to reduce the purchase price or withdraw from the purchase contract. If the User delivers a replacement product for the purpose of supplementary performance, the customer must return the defective product. In the event of withdrawal, the customer will be credited with an amount calculated as the purchase price minus the value of use. The value of use is calculated on the basis of the ratio of the buyer’s use of the item to the expected total period of use (cf. list of current value credits).

c. Expenses incurred in connection with supplementary performance will only be borne by the User insofar as they are reasonable in the individual case, particularly in relation to the purchase price of the goods. The reimbursement of expenses is limited to a maximum of 2% of the original value of the goods.

d. The customer is obligated to immediately examine the received goods for defects, condition, and the possible presence of guaranteed characteristics to the extent customary in the trade. Obvious defects must be reported to the User in writing without delay upon discovery. If notice of defect is not given within 7 calendar days from the delivery date, the goods shall be deemed approved. If the customer resells or processes the goods further, he acknowledges the defect-free and contractual nature of the delivery. Consequently, warranty for goods already processed or resold after the expiry of the aforementioned complaint period, regarding defects discoverable during proper inspection, is excluded.

e. Return of goods due to defective or otherwise non-conforming delivery must be coordinated with the User and is only permissible with explicit reference to the respective delivery note/invoice number. The risk of accidental deterioration or accidental loss until the returned goods are received by the User shall be borne by the customer.

f. Wear and tear of goods is excluded from warranty in all cases. This also applies to improper handling and installation errors or cleaning operations caused by the customer. For repairs required due to such customer-caused defects, the User will charge its services according to the applicable rates. For repair and replacement work, the same warranty applies as for the original goods, but only until the expiry of the limitation period applicable to those goods.

g. For parts installed to remedy defects, the customer may assert warranty claims until the expiry of the limitation period for the goods from the purchase contract.

h. If the inspection of the notice of defect reveals that no material defect exists, the costs of inspection and repair will be charged by the User at the applicable rates.

i. Warranty services concern exclusively the manufacturer of goods and must be claimed directly from them. Warranty claims against the User are available only to the immediate customer and are not assignable.

9. Liability
a. We are liable for intentional and grossly negligent conduct of our corporate bodies and vicarious agents, and regardless of the degree of fault, for damages arising from injury to life, body, or health.

b. We are also liable for slight negligence of our corporate bodies and vicarious agents in the event of impossibility, delay in performance, non-compliance with a guarantee, or violation of another essential contractual obligation. Essential contractual obligations are those whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance you may regularly rely. In such cases, our liability is limited to such typical contractual damages as we could reasonably have foreseen at the time of contract conclusion.

c. Any liability on our part beyond that set out in a. and b. of these General Terms and Conditions is excluded. This applies to all claims for breach of contractual obligations and to claims in tort, but not to liability for fault at the time of contract conclusion.
d. All liability limitations according to a. to c. of these General Terms and Conditions also apply in favor of our corporate bodies and vicarious agents.

e. Claims under the Product Liability Act remain unaffected.

10. Right of Retention and Prohibition of Set-off
The customer is not entitled to exercise a right of retention against claims of the User unless such claims are legally established or have been acknowledged in writing by the User. The customer is also not entitled to set off claims against the User.

11. Copyright
Documents and drawings provided to the customer, as well as design services and suggestions for the design and manufacture of ordered parts provided by us, may only be used by the customer for the intended purpose. The customer is not entitled to make such documents available to third parties or to publish them without the consent of the User.

12. Place of Jurisdiction / Place of Performance
The obligations arising from the business relationship with the User are to be fulfilled at its registered office in Aachen. For all current and future claims, including claims under bills of exchange and checks, arising from the business relationship, Aachen shall be the exclusive place of jurisdiction. The law of the Federal Republic of Germany shall apply exclusively, excluding the UN Convention on Contracts for the International Sale of Goods.

13. Use of the Google Inc. Web Analytics Service
This website uses Google Analytics, a web analytics service of Google Inc. (“Google”). Google Analytics uses so-called “cookies”, text files that are stored on your computer and which enable an analysis of your use of the website. The information generated by the cookie about your use of this website will generally be transmitted to and stored by a Google server in the USA. In the event that IP anonymization is activated on this website, your IP address will, however, first be shortened by Google within member states of the European Union or in other contracting states of the Agreement on the European Economic Area. Only in exceptional cases will the full IP address be transmitted to a Google server in the USA and shortened there. On behalf of the operator of this website, Google will use this information to evaluate your use of the website, to compile reports on website activities, and to provide further services related to website and internet usage to the website operator. The IP address transmitted by your browser within the framework of Google Analytics will not be merged with other data from Google. You may prevent the storage of cookies by selecting the appropriate settings on your browser software; however, we would like to point out that in this case you may not be able to fully use all the functions of this website. You can also prevent the collection of the data generated by the cookie and related to your use of the website (including your IP address) to Google, as well as the processing of this data by Google, by downloading and installing the browser plug-in available at the following link (http://tools.google.com/dlpage/gaoptout?hl=de).

You can prevent collection by Google Analytics by clicking on the following link. An opt-out cookie will be set, which will prevent the future collection of your data when visiting this website: Deactivate Google Analytics.

Further information on terms of use and data protection can be found at http://www.google.com/analytics/terms/de.html and at https://www.google.de/intl/de/policies/. We point out that on this website Google Analytics has been extended by the code “gat._anonymizeIp();” in order to ensure anonymized collection of IP addresses (so-called IP masking).

14. Data Protection and Final Provisions
The User is entitled to electronically store and further process the data provided to it by the customer. Deletion of the data requires written form. The User is then entitled to forward customer data arising from the contractual documents or necessary for contract execution to third parties, in particular to banks and contractual partners, if this serves order processing. The User complies with the applicable data protection regulations.

Should individual provisions of these General Terms and Conditions or a provision within the framework of other agreements with the customer be or become invalid, the validity of the remaining provisions shall not be affected thereby. With regard to the invalid part, the contractual parties undertake already now to agree on a regulation which comes as close as possible to the intended purpose in compliance with the statutory provisions. In this case, the invalid provision shall be replaced by a regulation that comes closest to the economic purpose of the invalid provision.