1.1 The following general terms and conditions apply to all contractual relationships for which these terms and conditions are agreed. The inclusion of the customer’s general terms and conditions is expressly rejected. This also applies if the contractual partner’s terms and conditions are included in contractual documents or are referred to, and if TechNow carries out or accepts services in the knowledge of conflicting or deviating conditions of the contractual partner.
1.2 TechNow’s offers are non-binding. The contract is only concluded when TechNow confirms the order. Offers expressly designated as binding are binding on TechNow for a period of one month from receipt of the offer.
1.3 TechNow is entitled to involve third parties in the performance of the contract.
1.4 Representations, guarantees, ancillary agreements or changes to the contract must be in writing to be effective. The same applies to the waiver of the written form.
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 delivery. A corresponding delay in delivery by TechNow’s suppliers does not lead to TechNow being in default with the client, provided that TechNow itself has concluded a congruent hedging transaction and is not responsible for the delay in delivery. A claim for damages by the client is excluded in the event of TechNow withdrawing, provided that TechNow is not responsible for the delay in delivery or has provided a corresponding guarantee. If only a partial service is affected and the client informs that he is still interested in the remaining service, the right of termination is limited to the partial service.
1.6 TechNow is entitled to deviate from the service description for reasons of its own supply or technical development, particularly with regard to the hardware and software used, provided that this does not lead to a restriction of the contractually agreed functions and this is reasonable for the client.
1.7 TechNow’s information on the subject 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 approximately relevant unless the usability for the contractually intended purpose requires exact conformity. They are not guaranteed characteristics, but merely descriptions or labels of the delivery or service. Customary deviations and deviations that occur due to legal regulations or represent technical improvements, as well as the replacement of components with equivalent parts, are permitted as long 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 guarantees that he will not order services as a consumer.
2.1 TechNow’s prices are in EURO, plus any packaging, insurance and shipping costs as well as the applicable statutory VAT. Shipping is ex works at the client’s expense and risk.
2.2 Unless otherwise agreed, all invoices are payable within eight days of the invoice date without deduction. No cash discount is granted.
2.3 TechNow reserves the right to only offer work 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 are billed to the minute, but there is no refund for hourly quotas not used by the customer. Hourly quotas can be used until the statute of limitations expires.
2.4 Payments by bill of exchange and check must be agreed in advance. Discount and other exchange costs are borne by the customer. Check payments are only deemed to have been made when they are credited to TechNow’s account.
2.5 Set-off is only permitted with counterclaims recognized by us or legally established.
2.6 If partial payment is agreed, the entire remaining amount is due for immediate payment as soon as the customer defaults on two installments in whole or in part.
2.7 If the client defaults, TechNow is entitled, subject to the assertion of greater actual damages caused by the 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 client. In particular, the client will provide the premises, technical environments, informants and documents required for the services to be provided by TechNow at no cost to TechNow. In addition, the client will make decisions regarding project implementation and project content that are incumbent upon him immediately and inform TechNow of them, and will immediately review any proposed changes from TechNow.
3.2 If the client does not fulfill one of his obligations to cooperate properly or on time, the contractually agreed execution periods will be extended in accordance with the delay in fulfillment. TechNow is entitled to invoice additional costs resulting from inadequate cooperation, in particular for extended provision of personnel or material resources, at the agreed rates. If no rates are agreed, TechNow’s current list prices apply.
3.3 If the client 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 invoice a flat-rate compensation claim amounting to 75% of the agreed labor or delivery costs if it is responsible for the postponement, with the client bearing the burden of proof for this. The value of the goods is not taken into account here. Short-term replacement orders are offset against the flat-rate compensation claim.
3.4 If the client’s offer documents contain gaps or ambiguities, TechNow is entitled to specify these appropriately, taking into account the interests of the client and the purpose of the contract.
3.5 If additional costs arise due to gaps or deficiencies in the documents and information provided by the client, TechNow is entitled to invoice the additional costs incurred at the agreed rates or, in the absence of an agreement, at TechNow’s list prices that apply at the time of the order. This also applies to additional costs that are due to contradictory or incorrect information provided by the client, its employees or other vicarious agents.
3.6 If TechNow provides standard software, the respective license conditions of the manufacturer are deemed to be agreed in addition to the conditions of the contract between TechNow and the client. The client can request the license conditions from TechNow at any time.
4.1 TechNow retains title to the goods delivered until all claims arising from the business relationship have been paid in full. In the event of the goods being resold by the customer, who is an entrepreneur, an extended retention of title is deemed to have been agreed: The customer is entitled to resell the reserved goods in the normal course of business. The customer hereby assigns the customer’s claims from the resale of the reserved goods to TechNow in the amount of the agreed invoice amount (including VAT). This assignment applies regardless of whether the reserved goods were resold without or after processing. The customer remains authorized to collect the claims even after the assignment. TechNow’s authority to collect the claim itself remains unaffected. However, TechNow will not collect the claims as long as the customer meets its payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been made or payment has been suspended.
4.2 For the accidental loss of delivered goods that are subject to retention of title in accordance with section 4.1. are subject to these General Terms and Conditions and are in the possession of the Client, the Client is liable.
4.3 If the value of the purchased item exceeds the claims by more than 40% on a sustained basis, TechNow will release the purchased items upon request to the extent that this is necessary to eliminate the over-collateralization.
5.1 TechNow is only liable for damage caused by gross negligence or intent by TechNow, its legal representatives, employees or vicarious agents. In the event of a breach of essential contractual obligations by TechNow, the fulfilment of which makes the proper execution of the contract possible in the first place, the breach of which endangers the achievement of the purpose of the contract and on whose compliance the other party can regularly rely, TechNow is also liable in cases of simple negligence.
5.2 In the event of slight negligence, TechNow and its vicarious agents are only liable to the extent of the damage that was foreseeable at the time the contract was concluded and typical for the contract.
5.3 TechNow is always liable without limitation for damage due to injury to life, body and health as well as due to claims under the Product Liability Act.
5.4 TechNow’s warranty is limited to 1 year. The statutory deadlines apply to claims for damages arising from intentional or grossly negligent conduct and claims under the Product Liability Act. Sentences 1 and 2 do not apply to contracts insofar as the customer has agreed to resell the goods to consumers. In these cases, the warranty period for used goods is one year; otherwise, the statutory warranty period applies.
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 failure to observe the installation conditions for sensitive hardware, failure to carry out maintenance, unsuitable operating materials, avoidable chemical, electrochemical or electrical influences, etc.
5.6 The warranty is initially limited to remedying defects or delivering new goods (total subsequent performance) at TechNow’s discretion. In the event that one of the alternatives is associated with disproportionately high costs for the client or is otherwise unreasonable, TechNow must choose the other alternative. The subsequent performance is deemed to have failed if the second attempt at rectification fails, the rectification is unreasonable for TechNow or the rectification is refused. If the rectification fails, the client is entitled to withdraw from the contract or to reduce the price.
5.7 In the case of software defects, TechNow is entitled to offer a workaround instead of rectifying the defect, in the form of a different type of use that allows the software or services to be used despite the defect (“workaround”). TechNow will then ensure that the defect is rectified within a reasonable period of time.
5.8 The client is responsible for backing up his 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 actions or omissions on the part of TechNow or one of its vicarious agents.
6.1 The parties agree that the registered office of TechNow in the commercial register shall be the exclusive place of jurisdiction if the client is a merchant, a legal entity under public law or a special fund under public law.
6.2 The parties also agree that the registered office of TechNow in the commercial register shall be the exclusive place of jurisdiction if the client does not have a general place of jurisdiction in the Federal Republic of Germany.
6.3 German law applies, excluding the application of the UN Convention on Contracts for the International Sale of Goods and the conflict of laws rules of international private law.
TechNow collects and processes personal data within the framework of the contractual relationship in accordance with the data protection declaration provided separately. If TechNow is to carry out order data processing, the client must request a separate order data processing agreement. An AVV 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 client is not entitled to assign claims arising from a contract concluded with TechNow.
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