Our general terms and conditions

GTC NWE-IT for the purchase of hardware & standard software - reseller contract

General information

NWE-IT UG (limited liability) & Co KG

These GTC apply to purchase contracts for the delivery of hardware and standard software between NWE-IT UG (haftungsbeschränkt) & Co. KG (hereinafter: NWE-IT) and its customers. NWE-IT procures the hardware and software from suppliers who deliver the hardware directly to the customer at the behest of NWE-IT (reseller contract).
NWE-IT shall not recognize any terms and conditions of the customer that conflict with or deviate from NWE-IT's GTC unless NWE-IT has expressly agreed in writing to the validity of such deviating terms and conditions. Non-contractual collateral agreements require the written confirmation of NWE-IT to be effective.
"Goods" within the meaning of these GTC are, unless otherwise specified, all items to be provided to the customer in accordance with the contract, including software, even if it is provided in a non-physical form, e.g. by electronic means of transmission.
Additional services such as hardware installation, training, care and maintenance must be ordered separately.
The customer is responsible for checking whether the delivered goods are compatible with his existing IT systems. NWE-IT has not provided any advice and is not obliged to do so.

Subject matter of the contract:

The customer purchases hardware or standard software from NWE-IT as specified in the offer.
Hardware is supplied with pre-installed software and standard drivers. NWE-IT warrants that it has acquired sufficient rights of use to the respective software and standard drivers to grant the customer simple, non-transferable, temporally and spatially unrestricted rights of use in connection with the hardware supplied.
The software is standard software from a third-party manufacturer. NWE-IT shall provide the customer with a license key from the manufacturer to activate the software. When activating the software on the manufacturer's website, the customer accepts the manufacturer's terms of use that apply to the software.
Set-up, installation, instruction, training, maintenance of the operating system software and standard drivers as well as maintenance and repair of the hardware are not covered by this agreement. NWE-IT offers these services at the customer's request by separate agreement.

Conclusion of contract & prepayment:

The conclusion of a contract requires that the customer sends a signed offer from NWE-IT to NWE-IT (written form).
Together with the order confirmation, the customer receives an invoice from NWE-IT.
NWE-IT shall only forward the customer's order to NWE-IT's supplier in order to trigger an order with the supplier once the customer has paid 50% of the invoice amount to NWE-IT.

Remuneration, terms of payment, retention of title, granting of rights subject to a condition precedent:

All prices listed are net prices and are subject to VAT at the statutory rate.
The customer shall bear the costs for transportation and for any transport insurance requested by the customer.
The provider retains ownership of the hardware supplied, any data carriers provided and any user documentation provided in printed form until the agreed remuneration has been paid in full.
Rights of use shall not pass to the customer until payment has been made in full. Insofar as usage options are granted prior to full payment, these are revocable at any time.

Delivery dates

Binding delivery dates and deadlines must be expressly agreed in writing. In the case of non-binding or approximate (approx., about, etc.) delivery dates and deadlines, we shall endeavor to comply with these to the best of our ability.
Delivery and/or performance periods shall commence upon receipt of our order confirmation by the customer, but not before all economic, technical and logistical details of the execution of the order have been fully clarified between the parties and all other prerequisites for the delivery/service to be fulfilled by the customer have been fully met. This applies in particular to agreed down payments, advance payments, securities and necessary cooperation by the customer.
If the customer has requested changes after the order has been placed, a new reasonable delivery/performance period shall commence upon confirmation of the change by us. A reasonable delivery period/performance period is one that takes into account the preparatory actions required to establish readiness for delivery/performance as a result of the change - e.g. in the form of procurement or subcontractor deliveries - in addition to the remaining delivery period/performance period.
Deliveries before the end of the delivery period are permissible. In the case of an obligation to dispatch, the day of delivery shall be the day on which the products are dispatched; in the case of an obligation to deliver, the day of delivery to the agreed place of delivery
Unless otherwise agreed in writing, the customer shall only lose interest in our delivery if we fail to deliver essential parts or deliver them late.
Other delays in delivery dates / delivery periods shall entitle the customer to withdraw from the contract if the customer has unsuccessfully set NWE-IT a reasonable grace period of at least 30 days. The grace period must be set in writing.
NWE-IT may also withdraw from the contract if the manufacturer discontinues production of the contractual product after conclusion of the contract. NWE-IT shall inform the customer of this immediately.

Obligation to give notice of defects and transfer of risk

The customer must check the goods immediately upon receipt for completeness, conformity with the delivery documents and any defects.
If a complaint is not made immediately, the goods shall be deemed to have been delivered properly and in full, unless the defect was not recognizable during the inspection with due care.
In the event of transport damage, it is the customer's responsibility to immediately arrange for a damage report to be submitted to the responsible party (forwarding agent/parcel service), as otherwise any claims against the transport agent/carrier and its insurance company may be forfeited.
Insignificant defects that do not impair the functionality of the delivery item do not entitle the customer to refuse acceptance.
The risk of accidental loss or accidental deterioration of the contractual product shall pass to the customer when the contractual product is handed over to the carrier.

Material defects

NWE-IT shall be entitled to choose the type of subsequent performance.
The limitation period for claims arising from material defects is 12 months after delivery to the customer, except in the case of claims for damages. Claims for damages due to material defects, with the exception of claims due to intentional or grossly negligent behavior and claims due to damage to life, limb and health, also expire after 12 months. Claims arising from the Product Liability Act remain unaffected by this provision.
NWE-IT shall not be liable for defects if NWE-IT proves that changes to the hardware by the customer or the use of the delivery items in a technical environment other than the agreed environment or the not merely temporary non-compliance with the other requirements for the installation location of the hardware, e.g. room temperature, ventilation, etc., are the cause of the defect that has occurred.
Defects must be reported in text form.
The customer is responsible for backing up the data and programs before starting the defect rectification work. In the event of data loss, NWE-IT shall only bear the costs incurred by restoring the destroyed data from a data backup and by importing an image of the delivery item to restore the backed-up program status.
The customer shall give NWE-IT the opportunity to analyze and remedy the defect at least twice, setting a reasonable deadline.
NWE-IT shall be entitled to render partial services. Partial services are not considered material defects within the meaning of § 434 para. 3 BGB.
Technical data, specifications, performance descriptions and performance promises contained in this contract and its annexes are to be understood exclusively as quality specifications within the meaning of §§ 434 para. 1 sentence 1 BGB and not as an independent guarantee, quality or durability guarantee.
Independent guarantee promises, quality or durability guarantees in the legal sense only exist if they are expressly identified in writing as "independent guarantee", "quality guarantee" or "durability guarantee".

Liability

NWE-IT shall be liable without limitation insofar as the cause of the damage is based on intent or gross negligence. Furthermore, NWE-IT shall be liable for the slightly negligent breach of essential contractual obligations, the breach of which jeopardizes the achievement of the purpose of the contract, or for the neglect of contractual obligations, the fulfilment of which is essential for the proper execution of the contract and on the observance of which the customer may regularly rely. In this case, however, NWE-IT shall only be liable for the foreseeable damage typical for the contract. Upon conclusion of the contract, the contracting parties assume that this typical contractual damage shall amount to a maximum of three times the respective value of the goods, whereby compensation for loss of data shall be limited to the expenditure that would have been necessary to remedy the damage if the customer had properly backed up the data. NWE-IT shall not be liable for the slightly negligent breach of obligations other than those mentioned in the preceding sentences.
The above limitations of liability shall not apply in the event of injury to life, limb or health, for a defect following the assumption of a guarantee for the quality and/or durability of the delivery items and in the event of fraudulently concealed defects.
Liability under the Product Liability Act remains unaffected.
Any claims arising from manufacturer's warranties remain unaffected. NWE-IT shall not be obliged to assert warranty claims against the manufacturer unless it has its own obligation to do so under a separate warranty and/or maintenance agreement.
Insofar as NWE-IT's liability is excluded or limited, this shall also apply to the personal liability of employees, representatives and vicarious agents.

Industrial property rights and copyrights of third parties

Software is supplied on the basis of NWE-IT's license agreements with its suppliers. NWE-IT shall make these license agreements available to the customer upon delivery of the goods; the customer undertakes to comply with these license agreements.

Final provisions

In the event that one of the provisions of the contract is or becomes invalid or void, the remaining provisions shall continue to apply. The invalid or void provision shall be replaced by a provision which comes as close as possible to the economic intentions of the parties and which takes appropriate account of the legitimate interests of both contracting parties. The same applies to regulatory gaps.
The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of international private law and the UN Convention on Contracts for the International Sale of Goods (CISG), even if one of the contracting parties is domiciled abroad.
The customer may only offset counterclaims or exercise a right of retention due to such claims if the counterclaims are undisputed or legally enforceable.
The customer is not entitled to assign his delivery claims arising from the contract.
The place of jurisdiction for all disputes arising from and in connection with this agreement is the administrative headquarters of NWE-IT.