General Terms and Conditions
Kutzner Process Optimization – Owner: Christian Kutzner

§ 1 Scope of Application
All current and future business relationships between companies (hereinafter referred to as the “Customer”) and Kutzner Process Optimization (hereinafter also referred to as “KUTZNER”) shall be governed by these General Terms and Conditions (GTC), even if they are not expressly agreed upon again. Deviating, conflicting, or supplementary general terms and conditions of buyers that we do not expressly acknowledge shall not be binding upon us, even if we do not expressly object to them. The following GTC shall also apply if we execute the Customer’s order with knowledge of conflicting terms and conditions of the Customer. All agreements made between us and the Customer for the purpose of executing this contract must be set forth in writing in this contract.

§ 2 Offer / Order and Conclusion of Contract
(1) Our offers are subject to change unless otherwise stated in the order confirmation. Contracts and assurances of any kind shall only be binding if confirmed by us in writing. Minor deviations from product specifications, such as technical modifications, as well as changes in form, color, and/or weight, are reserved within reasonable limits.
(2) By ordering goods and/or services, the Customer makes a binding declaration to purchase the ordered goods and/or services. Offers shall only be deemed accepted once delivery has been made or the offer has been confirmed by us within 14 days.

§ 3 Prices / Terms of Payment / Shipping Costs
(1) The prices valid at the time of the order shall apply.
(2) Unless otherwise stated in the order confirmation, our prices are ex works or warehouse plus the applicable statutory value-added tax. Shipping and packaging costs are not included in the stated prices and must be paid separately.
(3) A cash discount deduction shall only be permitted upon separate agreement between us and the Customer, which must also be confirmed by us in writing.
(4) The purchase price shall be due immediately upon receipt of the invoice without deduction, unless another payment term is stated in the order confirmation. Payment shall only be deemed made once we can freely dispose of the amount.
(5) The Customer shall only be entitled to offset claims, even in the case of notices of defects or counterclaims, if the counterclaims have been legally established, acknowledged by us, or are undisputed. The Customer shall only be entitled to exercise a right of retention insofar as the counterclaim is based on the same contractual relationship.

§ 4 Delivery and Performance Time / Delay in Delivery
(1) Delivery dates or deadlines that have not been expressly agreed upon as binding are exclusively non-binding indications.
(2) In the event of delay in delivery, we shall be liable in accordance with statutory provisions, whereby liability shall be limited to foreseeable, typically occurring damages if the delay is not due to an intentional breach of contract for which we are responsible. Fault on the part of our representatives or vicarious agents shall be attributable to us.
(3) We shall be entitled to make partial deliveries and provide partial services at any time, insofar as this is reasonable for the Customer.
(4) If the Customer defaults on acceptance, we shall be entitled to demand compensation for the resulting damage and any additional expenses incurred. The same shall apply if the buyer culpably violates duties to cooperate. Upon occurrence of default in acceptance or debtor’s default, the risk of accidental deterioration and accidental loss shall pass to the buyer.
(5) We shall be entitled to withdraw from the contract if the ordered goods are no longer available/deliverable or if we ourselves are not supplied in time by our suppliers. In this case, we are obliged to inform the Customer immediately about the unavailability of the goods/services and to reimburse any consideration already paid by the Customer without delay.
(6) If third-party services are required for the installation of the delivery item, these shall be considered preliminary services.

§ 5 Liability for Defects
(1) The Customer must report all obvious defects, shortages, or incorrect deliveries in writing without delay, at the latest within 5 working days after delivery. Hidden defects must be reported in writing immediately after their discovery. We must be given the opportunity to jointly determine the reported complaints. If the buyer fails to comply with the aforementioned obligations, the goods shall be deemed approved.
(2) Insofar as a defect in the goods for which we are responsible exists, we shall initially be obliged to provide subsequent performance, excluding the Customer’s rights to withdraw from the contract, reduce the purchase price, or claim damages, unless we are entitled to refuse subsequent performance under statutory provisions. The Customer must grant us a reasonable period for subsequent performance. Subsequent performance may, at our discretion, take the form of repair or replacement delivery.
(3) We shall bear the expenses necessary for the purpose of remedying the defect, insofar as these do not increase because the subject matter of the contract is located at a place other than the place of performance.
(4) If subsequent performance fails, the Customer may, at their discretion, demand a reduction in the purchase price or declare withdrawal from the contract. Repair shall be deemed to have failed after the second unsuccessful attempt, unless further repair attempts are reasonable and acceptable to the Customer due to the nature of the contract item.
(5) The Customer’s claims for defects shall become time-barred one year after delivery of the goods to the Customer, unless we have fraudulently concealed the defect; in this case, the statutory provisions shall apply.

§ 6 Limitation of Liability
(1) We shall only be liable without limitation for intent and gross negligence on the part of our legal representatives and senior employees. Otherwise, we exclude liability for damages caused by ordinary negligence, unless these concern essential contractual obligations, damages resulting from injury to life, body, or health, guarantees, or claims under the Product Liability Act. The same shall apply to breaches of duty by KUTZNER’s vicarious agents. In cases of ordinary negligence, liability for financial losses shall furthermore be limited in nature to foreseeable, direct damages and in amount to three times the purchase price.
(2) It is the Customer’s responsibility to ensure that proper data backup has been carried out before maintenance or repair work begins. KUTZNER neither checks the previous data backup nor the presence of the correct data on backup media and assumes no liability if data on the backup media was defective.
(3) Any further liability, regardless of the legal nature of the asserted claim, is excluded; this applies in particular to tort claims or claims for reimbursement of futile expenses instead of performance. Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our employees, workers, staff, representatives, and vicarious agents.
(4) Claims against us may not be assigned without our written consent and may only be asserted by the Customer.

§ 7 Retention of Title
(1) The ordered goods shall remain the property of KUTZNER until full payment of the goods and all claims against the purchaser existing at the time of the respective conclusion of the contract have been settled. The retention of title to the delivered goods shall only expire once the Customer has settled all claims arising from the ongoing business relationship (current account reservation).
(2) The Customer shall be entitled to resell, process, combine, or mix the goods subject to retention of title in the ordinary course of business; our rights arising from the retention of title shall remain unaffected. However, pledging or transferring ownership by way of security is not permitted.
(3) The Customer is obliged to secure our rights arising from the retention of title upon resale of the goods and hereby assigns to us the claims arising from the resale of the goods against the purchaser. We hereby accept this assignment. If the Customer violates their duty of care with regard to goods delivered subject to retention of title, we shall be entitled to withdraw from the contract.
(4) We undertake to release the securities to which we are entitled insofar as the realizable value of our securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released shall be at our discretion.

§ 8 Source Code
In connection with the development of standard or custom software, we are generally not obliged to provide the source code to the Customer.

§ 9 Place of Performance / Jurisdiction / Applicable Law
(1) The place of performance and jurisdiction for deliveries and payments, as well as for all disputes arising between us and the buyer from purchase contracts concluded between us, shall be our registered office. However, we shall also be entitled to sue the Customer at their place of residence and/or business.
(2) The relationships between the contracting parties shall be governed exclusively by the law applicable in the Federal Republic of Germany. The application of the Uniform Law on the International Sale of Goods and the Law on the Conclusion of International Sales Contracts concerning movable goods is excluded.
(3) Should individual provisions of these GTC be invalid or void, this shall not affect the validity of the remaining provisions of this contract.
(4) The data necessary for business processing shall be stored and processed in accordance with the German Federal Data Protection Act.