General terms and conditions
of Roboterly GmbH for the sale of hardware in the B2B area (as of August 2022)
1. scope of application of the GTC
- These General Terms and Conditions (hereinafter referred to as "GTC") of Roboterly GmbH, In der Trift 1, 57462 Olpe, Germany (hereinafter referred to as "Roboterly") together with the service descriptions and price lists valid at the time of conclusion of the contract shall apply - unless otherwise agreed - to customers (hereinafter referred to as "Customer(s)") for contracts for hardware and service packages, provided that Customers are natural persons or legal entities or partnerships with legal capacity acting in their commercial or self-employed capacity when concluding the legal transaction.
- Within its scope of application, the GTC, service descriptions and price lists of Roboterly, including any documents referred to therein, shall apply exclusively.
- Unless otherwise expressly agreed in an individual contract, the customer's general terms and conditions shall not apply. This shall also apply if their applicability is not expressly agreed.
2. subject matter of the contract, reference to third party software
- The subject matter of the contract results from these GTC, from the provisions made in the service descriptions and price lists of Roboterly and in the order form - if used.
- If Customer wishes to operate specific software on the contractual hardware, it must acquire such software or the related rights of use separately; if such acquisition concerns HT standard applications from Roboterly, the General Terms and Conditions of Business of Humanizing Technologies GmbH for standard applications in the B2B area shall apply in addition.
- (Pre-installed) software or digital contents of the manufacturer of the contractual hardware or of a third party (hereinafter referred to as "Third Party Software") are not subject matter of the purchase contract.
- A transfer of rights of use or the assumption of other obligations (re-installation, care and maintenance or similar) by Roboterly does not take place, unless otherwise agreed. For any errors and other defects in the
- Separate from the purchase contract for the hardware, Roboterly offers service packages for different robot models. Included in the service package are a variety of services concerning support, installation and repairs. The details depend on the selected robot model and package and are listed in the respective service description. Unless otherwise specified therein, contracts for service packages are concluded for a period of one year and are extended by the same period in each case, unless they are terminated. The notice period is 3 months to the end of the respective contract.
3. prices and terms of payment
- Unless otherwise stated, all prices are net prices in euros. In addition to these net prices, the customer shall owe the applicable value added tax. In addition, the customer shall bear the shipping costs in accordance with the service descriptions or the price lists.
- In case of orders from customers with residence or business domicile abroad or in case of justified indications for a risk of non-payment, Roboterly reserves the right to deliver only after receipt of the purchase price plus shipping costs (advance payment reservation). If the reservation of prepayment is used, Roboterly will inform the customer immediately.
- Unless otherwise agreed, the purchase price is due 14 days after delivery and payable without deduction to the account of Roboterly. With the expiration of this period the customer is in default without the need of a separate reminder. In this case Roboterly can charge reminder fees.
- The Customer is not entitled to set-off or to assert a right of retention against the claims of Roboterly, unless its counterclaims have been legally established, are undisputed or are in a mutual relationship with the set-off claim of Roboterly (namely, if the counterclaim arises from the same contractual relationship, including such claims to which the Customer is entitled on the basis of notices of defects).
4 Conclusion of contract, reservation of self-delivery
- The presentation of hardware, e.g. on the website of Roboterly, in sales brochures, advertisements, etc. or in the context of the test provision of individual hardware or parts of hardware is non-binding for advertising purposes and is merely an invitation to the customer to submit an offer.
- Insofar as Roboterly offers the Customer the possibility to place an order via an online store of Roboterly, the Customer makes a binding offer to conclude a purchase contract for the goods placed by him in the "shopping cart" when he clicks on the button "Buy now". The Customer shall then initially receive a non-binding confirmation of receipt of his order ("confirmation of receipt").
- The acceptance of an offer made by the Customer shall be at the sole discretion of Roboterly. In order to allow Roboterly to verify whether to accept the Customer's offer, the Customer shall be bound by its offer for ten (10) days.
- A binding declaration of acceptance by Roboterly after examination of the order can be made in particular by an order confirmation, shipping confirmation or shipment of the order.
- The contract is subject to self-delivery. In case of complete or partial unavailability of the goods, Roboterly is entitled to withdraw from the purchase contract, if Roboterly is not at fault with regard to this unavailability. Roboterly is obliged to inform the Customer immediately about the unavailability and in case of a withdrawal based on the unavailability to immediately return any consideration already received by the Customer.
5. delivery and retention of title
- Roboterly owes the shipment of the contractual hardware. The shipment can be made from the warehouse or registered office of Roboterly to the address specified by the customer (Schickschuld). The shipment "ex warehouse of Roboterly" is also a direct shipment ex factory or warehouse of the manufacturer or an intermediary to the customer.
- The risk of deterioration and accidental loss of the Hardware shall pass to the Customer pursuant to § 447 BGB upon handover of the Hardware to the forwarding agent, carrier or any other person or institution designated to carry out the shipment. This shall apply to all places of shipment specified in A.5.1. A.3.1 sentence 3 shall remain unaffected. The Customer shall be at liberty to pick up the hardware directly at the place named by Roboterly or to provide for sufficient insurance of the transport of the goods.
- Roboterly is entitled to deliver the hardware ordered by the Customer in several partial deliveries. Any additional costs arising from the partial deliveries including the costs of a sufficient transport insurance for the deliveries following the first partial delivery shall be borne by Roboterly. The claim of the customer to the complete performance remains unaffected.
- The delivered hardware (in this clause 5 also referred to as "Reserved Goods") shall remain the property of Roboterly until all claims have been fulfilled, which Roboterly is entitled to against the Customer at the time of conclusion of the contract or which will arise after conclusion of the contract, as long as the Customer has not yet become the owner, including all balance claims from current account.
- If the customer behaves contrary to the contract - especially if he is in default with the payment of a claim for payment - Roboterly has the right to withdraw from the contract after setting and expiration of an appropriate deadline for performance. If Roboterly takes back the reserved goods, this is considered as withdrawal from the contract. The Customer shall bear the transport costs incurred for taking back the goods. It is also a withdrawal from the contract, if Roboterly seizes the reserved goods. Reserved goods taken back by Roboterly may be utilized. The proceeds of the sale shall be set off against the amounts owed by the Customer after deduction of a reasonable amount for the costs of the sale.
- The customer must treat the reserved goods with care. He must sufficiently insure them at his own expense against fire, water and theft at replacement value. If maintenance and inspection work becomes necessary, the customer must carry it out in good time at its own expense.
- In case of seizure of the reserved goods by third parties or in case of other interventions by third parties, the customer must point out the ownership of Roboterly and inform Roboterly immediately in writing, so that an enforcement of the property rights can take place. If the third party is not able to reimburse the judicial or extrajudicial costs incurred by Roboterly in this context, the customer shall be liable for them.
- If the Customer so requests, Roboterly shall be obliged to release the securities to which Roboterly is entitled to the extent that their realizable value exceeds the value of the outstanding claims against the Customer by more than 10%. However, Roboterly may select the securities to be released.
- Roboterly shall be liable for defects of delivered hardware according to the applicable statutory provisions, in particular according to §§ 434 et seq. BGB (German Civil Code), unless otherwise stipulated below.
- The limitation period according to § 438 para. 1 no. 3 BGB is shortened to one year. This reduction shall not apply in the event of intent or gross negligence on the part of Roboterly, fraudulent concealment of the defect or personal injury.
- Any seller warranties granted by Roboterly for certain hardware or manufacturer warranties granted by the manufacturers of certain hardware shall be in addition to the claims for defects as defined in 6.1. Details of the scope of such warranties are set forth in the respective warranty conditions.
- In case of a defect, Roboterly shall have the right to choose the respective type of supplementary performance (repair or replacement). In doing so, Roboterly shall be entitled, at its option, (a) to repair the Hardware with new parts or parts that correspond to new parts in terms of performance and functionality, or (b) to replace the Hardware with a model consisting of new and/or previously used parts that are as good as new in terms of performance and functionality.
- Within the scope of subsequent improvement or subsequent delivery, Roboterly shall be entitled to update the third-party software installed on the subject matter of the contract to the latest version provided by the respective licensor, provided that this is reasonable for the Customer and does not involve additional costs. 2.4 to 2.6 shall apply mutatis mutandis to the installation of the update as part of the subsequent performance.
- The customer is responsible for regular data backups in his own interest. In the event of a warranty claim, it may be necessary to exchange or temporarily delete (reformat) the data storage of the subject matter of the contract, which may lead to a loss of data. Therefore, in case of warranty the Customer is obliged to perform a data backup before Roboterly carries out the rectification or subsequent delivery.
7. traffic safety obligation, liability
- To the extent that the subject matter of this Agreement - in connection with HT standard applications from Humanizing as well as third-party software installed by Customer or as part of the initial installation by Roboterly - is capable of making automated decisions and/or acting without further intervention, Customer shall ensure that supervision by a human being is always provided. The Customer shall have the duty of care in this respect. In particular with regard to the specific dangers and risks emanating from automated software such as from an automated robot (e.g. the possibility of causing damage to property or personal injury due to bumping damage or similar), the Customer shall take appropriate measures to protect against damage to property and personal injury.
- If Roboterly culpably violates an essential contractual obligation, the fulfillment of which is a prerequisite for the proper execution of the contract and on the observance of which the Customer may regularly rely, Roboterly shall be liable.
- In case of slight negligence the liability of Roboterly is limited to the compensation of the contract-typical and foreseeable damage. This shall apply in particular if the intended use of the subject matter of the contract results in data loss at the Customer's; in this case, liability shall be limited to the damage that would have occurred even if data had been properly backed up.
- In any case, Roboterly shall be liable for the damage incurred, insofar as this is based on a breach of duty for which Roboterly is liable in accordance with the provisions of the Product Liability Act or on the basis of a contractual agreement irrespective of fault (namely in particular the assumption of a guarantee for the quality of the purchased item).
- In case of breach of other obligations, any liability of Roboterly is excluded.
- The limitations or exclusions of liability in this clause 7 shall not apply to damages resulting from injury to life, body or health caused by an intentional or negligent breach of duty by Roboterly, its legal representatives or its vicarious agents and to other damages caused by an intentional or grossly negligent breach of duty by the aforementioned group of persons, including fraudulent concealment of a defect.
- As far as a liability of Roboterly is excluded, this also applies to claims against its organs, employees or vicarious agents.
8. miscellaneous, applicable law, place of jurisdiction and severability clause
- The contracting parties are aware that the subject matter of the contract may be subject to export and import restrictions. In particular in the form of licensing requirements or restrictions on use abroad. The Customer shall comply with the applicable export and import control regulations of the Federal Republic of Germany, the European Union and the United States of America, as well as all other relevant regulations. The fulfillment of the contract by Roboterly is subject to the proviso that no obstacles due to national and international regulations of export and import law as well as no other legal regulations prevent the fulfillment.
- The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods ("CISG").
- If the Customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from contractual relationships between the Customer and Roboterly shall be Cologne.
- The possible invalidity, ineffectiveness, contestability or unenforceability of individual provisions of the contract shall not affect the effectiveness or enforceability of the rest of the contract. Such provisions shall rather be replaced by provisions which best correspond to the sense and purpose of the contract as well as the will of the parties. If the intention of the parties in this respect cannot be ascertained, the statutory provisions shall apply - insofar as they exist. This rule of interpretation shall also apply to ambiguous or contradictory provisions and any loopholes in the contract.