1.1 The following General Terms and Conditions apply to all contractual relationships for which these GTC are agreed. The inclusion of the customer's general terms and conditions is expressly rejected. This also applies if the terms and conditions of the contractual partner are enclosed in contractual documents or are referred to, as well as if TechNow performs or accepts services in the knowledge of conflicting or deviating terms and conditions of the contractual partner.
1.2 TechNow's offers are subject to change. The contract only comes into effect with an order confirmation from TechNow. Offers expressly designated as binding are binding on the part of TechNow for a period of one month from receipt of the offer.
1.3 TechNow is entitled to call in third parties to fulfill the contract.
1.4 Assurances, guarantees, collateral agreements and amendments to the contract must be made in writing to be effective. The same applies to any waiver of the written form requirement.
1.5 Delivery dates are only binding after written confirmation, unless otherwise stated in the offer. TechNow is entitled to withdraw from the contract if its own suppliers are more than 30 days late with the delivery. A corresponding delay in delivery by TechNow's suppliers does not lead to a delay in delivery by TechNow to the customer, insofar as TechNow itself has concluded a congruent hedging transaction and is not responsible for the delay in delivery. A claim for damages by the customer is excluded in the event of withdrawal by TechNow, insofar as TechNow is not itself responsible for the delay in delivery or has assumed a corresponding guarantee. If only a partial service is affected and the customer states that he still has a corresponding interest in the remaining service, the right of termination is limited to the partial service.
1.6 TechNow ist berechtigt von der Leistungsbeschreibung aus Gründen der Eigenbelieferung oder der technischen Entwicklung insbesondere im Hinblick auf die verwendete Hardware und Software abzuweichen, soweit dies nicht zu einer Einschränkung der vertraglich geschuldeten Funktionen führt und dies dem Auftraggeber zumutbar ist.
1.7 Information provided by TechNow on the object of the delivery or service (e.g. weights, dimensions, utility values, load capacity, tolerances and technical data) as well as representations of the same (e.g. drawings and illustrations) are only approximate, unless the usability for the contractually intended purpose requires exact conformity. They are not guaranteed characteristics, but merely descriptions or designations of the delivery or service. Deviations that are customary in the trade and deviations that occur due to legal regulations or represent technical improvements, as well as the replacement of components with equivalent parts, are permissible insofar as they do not impair the usability for the contractually intended purpose.
1.8 TechNow's offer is aimed solely at entrepreneurs, legal entities under public law and special funds under public law and is not aimed at consumers. The client assures that he is not commissioning services as a consumer.
2.1 TechNow's prices are quoted in EURO, plus any packaging, insurance and shipping costs as well as the applicable statutory VAT. Shipment is ex works at the expense and risk of the customer.
2.2 Unless otherwise agreed, all invoices are payable within eight days of the invoice date without deduction. Discounts are not granted.
2.3 TechNow reserves the right to offer work only within the framework of predefined hourly quotas (e.g. in blocks of 4 hours). The current offers can be found in the respective price list. If hourly quotas are offered, they will be charged to the minute, but there will be no reimbursement for hourly quotas not used by the customer. Hourly quotas can be called up until they expire.
2.4 Payments by bill of exchange and check must be agreed in advance. Discount and other bill of exchange costs are to be borne by the customer. Payments by check are only deemed to have been made when they are credited to TechNow's account.
2.5 Offsetting is only permitted with counterclaims recognized by us or legally established.
2.6 If partial payment has been agreed, the entire remaining amount shall be due for immediate payment as soon as the client defaults on two installments in whole or in part.
2.7 If the customer is in default, TechNow is entitled, subject to the assertion of greater actual damage caused by default, to charge interest at a rate of 15% p.a., but at least the statutory interest rate.
3.1 The provision of the agreed services by TechNow requires close cooperation with the customer. In particular, the customer will provide the premises, technical environments, information personnel and documents required for the services to be provided by TechNow at no cost to TechNow. In addition, the customer will make decisions about project implementation and project content that are incumbent on him without delay and inform TechNow of these, as well as immediately reviewing TechNow's suggestions for changes.
3.2 If the customer does not fulfill one of his obligations to cooperate properly or on time, the contractually agreed execution deadlines are extended according to the delay in fulfillment. TechNow is entitled to charge additional expenses as a result of inadequate cooperation, in particular for prolonged provision of personnel or materials, at the agreed rates. If no rates have been agreed, TechNow's current list prices apply.
3.3 If the customer requests a postponement of agreed installation and delivery dates and this is not done at least 5 working days before the agreed date, TechNow is entitled to charge a flat-rate compensation claim amounting to 75% of the agreed labor or delivery costs if it is responsible for the postponement, whereby the customer bears the burden of proof for this. The value of the goods shall not be taken into account. Short-term replacement orders shall be offset against the lump-sum compensation claim.
3.4 If the customer's offer documents contain gaps or ambiguities, TechNow is entitled to specify these appropriately, taking into account the interests of the customer and the purpose of the contract.
3.5 If additional expenses are incurred due to gaps or deficiencies in the documents and information provided by the customer, TechNow is entitled to invoice the additional expenses incurred at the agreed rates or, in the absence of an agreement, at TechNow's list prices valid at the time of the order. This also applies to additional expenses that are attributable to contradictory or incorrect information provided by the customer, his employees or his other vicarious agents.
3.6 Insofar as TechNow provides standard software, the respective license conditions of the manufacturer apply in addition to the conditions of the contract between TechNow and the customer as agreed. The customer can request the license conditions from TechNow at any time.
4.1 TechNow retains ownership of the delivered goods until all claims arising from the business relationship have been paid in full. In the case of resale of the goods by the customer, who is an entrepreneur, an extended retention of title is agreed: The client is entitled to resell the goods subject to retention of title in the normal course of business. The customer hereby assigns to TechNow the claims of the customer from the resale of the reserved goods in the amount of the agreed invoice amount (including VAT). This assignment applies regardless of whether the reserved goods have been resold without or after processing. The customer remains authorized to collect the claims even after the assignment. The authorization of TechNow to collect the claim itself remains unaffected by this. However, TechNow will not collect the claims as long as the customer fulfills his payment obligations from the collected proceeds, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or payments have been suspended.
4.2 The client shall be liable for the accidental loss of delivered goods that are subject to retention of title in accordance with section 4.1. of these GTC and are in the possession of the client.
4.3 If the value of the purchased goods exceeds the claims by more than 40%, TechNow will release the purchased goods upon request to the extent necessary to eliminate the excess security.
5.1 TechNow is only liable for damages caused by gross negligence or intent on the part of TechNow, its legal representatives, employees or vicarious agents. In the event of a breach of essential contractual obligations by TechNow, the fulfillment of which makes the proper execution of the contract possible in the first place, the breach of which jeopardizes the achievement of the purpose of the contract and on the observance of which the other party may regularly rely, TechNow is also liable in cases of simple negligence.
5.2 TechNow and its vicarious agents are liable for slight negligence only to the extent of the damages foreseeable and typical for the contract at the time the contract was concluded.
5.3 TechNow is always liable without limitation for damages due to injury to life, body and health as well as due to claims arising from the Product Liability Act.
5.4 TechNow's warranty is limited to 1 year. The statutory periods apply to claims for damages arising from intentional or grossly negligent behavior as well as claims under the Product Liability Act. Sentences 1 and 2 do not apply to contracts where a resale to consumers by the customer has been agreed. In these cases, the warranty period for used goods is one year, otherwise the statutory warranty period shall apply.
5.5 TechNow is not liable for damage caused by improper use, incorrect operation, improper repair work or other interventions by the customer or third parties. This includes non-observance of installation conditions for sensitive hardware, neglected maintenance, unsuitable operating materials, avoidable chemical, electrochemical or electrical influences, etc.
5.6 The warranty is initially limited at TechNow's discretion to rectification of defects or new delivery (overall supplementary performance). In the event that one of the alternatives is associated with disproportionately high costs for the customer or is otherwise unreasonable, TechNow must choose the other alternative. The supplementary performance is deemed to have failed if the second attempt at rectification has failed, the rectification is unreasonable for TechNow or the rectification is refused. If the rectification fails, the customer is entitled to withdraw from the contract or to reduce the price.
5.7 In the event of software defects, TechNow is entitled to offer a workaround in the form of a different type of use of the software or services despite the defect (“workaround”) instead of rectifying the defect. TechNow will then ensure that the defect is rectified within a reasonable period of time.
5.8 The customer is responsible for backing up their data, unless this is expressly part of TechNow's contractual services. Liability for the loss of data is excluded unless the data loss was caused by intentional or grossly negligent action or omission on the part of TechNow or one of its vicarious agents.
6.1 The parties agree that the exclusive place of jurisdiction is the commercial register location of TechNow, insofar as the customer is a merchant, a legal entity under public law or a special fund under public law.
6.2 The parties also agree that the place of TechNow's registered office is the exclusive place of jurisdiction if the customer has no general place of jurisdiction in the Federal Republic of Germany.
6.3 German law shall apply, excluding the application of the UN Convention on Contracts for the International Sale of Goods and the conflict of laws rules of private international law.
TechNow collects and processes personal data within the scope of the contractual relationship in accordance with the separately provided data protection declaration. If order data processing is to be carried out by TechNow, a separate order data processing agreement must be requested by the customer. A data processing agreement template is available on request by email (legal@tech-now.io).
8.1 Should one of these conditions be invalid, the validity of the contract and the remaining provisions shall remain unaffected.
8.2 The customer is not entitled to assign claims arising from a contract concluded with TechNow.
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