General Terms and Conditions

General Terms and Conditions (AGB)
of CPS Communication Partner Sales GmbH, Wilhelm-Loh-Strasse 12, 35578 Wetzlar, Germany

§ 1 Validity
(1) CPS Communication Partner Sales GmbH, Wetzlar (hereinafter referred to as "CPS") sells goods exclusively to commercial enterprises. No transactions are concluded with consumers.
(2) All deliveries, services and offers of the seller are made exclusively on the basis of these General Terms and Conditions (hereinafter referred to as "GTC"), insofar as the customer is an entrepreneur, a legal entity under public law or a special fund under public law. These GTC are an integral part of all contracts that CPS concludes with its contractual partners (hereinafter also referred to as "customer") for the deliveries it offers. They also apply to all future deliveries, services or offers to the customer, even if they are not separately agreed again.
(3) Terms and conditions of the customer or third parties shall not apply, even if CPS does not separately object to their validity in individual cases.

§ 2 Offer, conclusion of contract and written form
(1) If an order qualifies as an offer, we can accept it within 2 weeks.
(2) CPS reserves the right of ownership or copyright to all documents or objects (offers, cost estimates, drawings, illustrations, calculations, models, etc.) handed over and sent by it. The customer may not make these documents and objects accessible to third parties, disclose them, use them himself or through third parties or reproduce them without the express consent of CPS.

§ 3 Prices and payment
(1) The prices apply to the agreed scope of service and delivery. Additional, supplementary or special services shall be invoiced separately. The prices are quoted in EURO ex works plus packaging, statutory VAT, customs duties for export deliveries as well as fees and other public charges.
(2) The deduction of a cash discount requires an express agreement.
(3) Offsetting against counterclaims of the client or the retention of payments due to such claims is only permitted if the counterclaims are undisputed or have been legally established.

§ 4 Delivery and delivery time
(1) CPS is not liable for impossibility of delivery or for delays in delivery if these are caused by force majeure or other events not foreseeable at the time of conclusion of the contract (e.g. operational disruptions of all kinds, difficulties in the procurement of materials or energy, transport delays, strikes, lawful lockouts, shortage of labor, energy or raw materials, or the non-delivery, incorrect or untimely delivery by suppliers), provided that CPS is not responsible for them. If such events make the delivery or service significantly more difficult or impossible for CPS and the hindrance is not only of a temporary nature, CPS is entitled to withdraw from the contract. In the case of hindrances of only temporary duration, the delivery or service deadlines are extended or the delivery or service dates are postponed by the period of the hindrance plus a reasonable start-up period. If the customer cannot reasonably be expected to accept the delivery or service as a result of the delay, he may withdraw from the contract by immediate written declaration to CPS.
(2) CPS is entitled to make partial deliveries if the partial delivery can be used by the customer within the scope of the contractual purpose, the delivery of the remaining ordered goods is ensured and the customer does not incur any significant additional work or additional costs as a result.
(3) If CPS is in default with a delivery or service or if a delivery or service becomes impossible for whatever reason, the liability of CPS is limited to damages in accordance with § 7 of these GTC.

§ 5 Place of fulfillment, transfer of risk
(1) The place of performance for all obligations arising from the contractual relationship is the registered office of CPS, unless otherwise agreed. If CPS is also responsible for installation, the place of performance is the place where the installation is to take place.
(2) The risk is transferred to the customer when the delivery item is handed over to the forwarding agent, carrier or other third party designated to carry out the shipment. This also applies if partial deliveries are made or if CPS has assumed other services (e.g. shipment or installation). If the dispatch or handover is delayed due to a circumstance caused by the customer, the risk is transferred to the customer from the day on which the delivery item is ready for dispatch and CPS has notified the customer of this. Storage costs after the transfer of risk shall be borne by the customer.

§ 6 Material defects, claims for defects
(1) Information provided by CPS on the subject matter of the delivery as well as the representations of the same are authoritative, unless the usability for the contractually intended purpose requires exact conformity. They are not guaranteed characteristics, but descriptions or identifications 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 permissible insofar as they do not impair the usability for the contractually intended purpose.
(2) The warranty period is one year from delivery.
(3) Claims for defects presuppose that the client has properly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code). After the transfer of risk or acceptance of the product, the client must inspect it immediately for its functionality and notify us in writing of any defects found as well as hidden defects immediately after their discovery, at the latest within a period of 7 days.
(3) If a defect is due to the fault of CPS, the customer may claim damages under the conditions specified in § 7.
(4) The claims for defects shall lapse if the customer modifies the delivery item or has it modified by a third party without the consent of CPS and this makes it impossible or unreasonably difficult to remedy the defect. In any case, the customer shall bear the additional costs of remedying the defect resulting from the modification.

§ 7 Liability for damages
(1) The liability of CPS for damages, irrespective of the legal grounds, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations during contract negotiations and tort, is limited in accordance with this § 7, insofar as fault is involved in each case.
(2) CPS is not liable in the event of simple negligence on the part of its bodies, legal representatives, employees or other vicarious agents, unless it is a breach of material contractual obligations. A material contractual obligation is one on which the customer relies and may rely. Material contractual obligations are, for example, the obligation to deliver and install the delivery item free of material defects in good time as well as obligations to provide advice, protection and care which are intended to enable the client to use the delivery item in accordance with the contract or which are intended to protect the life and limb of the client's personnel.
(3) Insofar as CPS is liable for damages in accordance with § 7 (2), this liability is limited to damages which CPS foresaw as a possible consequence of a breach of contract at the time of conclusion of the contract or which it should have foreseen if it had exercised due care. Indirect damage and consequential damage resulting from defects in the delivery item are also only eligible for compensation if such damage is typically to be expected when the delivery item is used as intended.
(4) Exclusions and limitations of liability shall apply to the same extent in favor of the organs, legal representatives, employees and other vicarious agents of CPS.
(5) The limitations of this § 7 shall not apply to the Seller's liability for willful conduct, for guaranteed characteristics, for injury to life, body or health or under the Product Liability Act.

§ 8 Retention of title, guarantee
(1) CPS retains title to the delivery items until all payments arising from the business relationship have been received. If the customer acts in breach of contract, CPS is entitled to take back the delivery item. This taking back constitutes a withdrawal from the contract. After taking back the delivery item, CPS is authorized to sell it; the proceeds from the sale are to be offset against the customer's liabilities - less reasonable selling costs.
(2) The client is obliged to treat the delivery item with care; in particular, he is obliged to insure it against fire, water damage and theft at his own expense. If maintenance and inspection work is required, the client must carry this out in good time at its own expense.
(3) The customer is entitled to resell the delivery item in the ordinary course of business; however, he hereby assigns to CPS all claims in the amount of the final invoice amount (including VAT) which accrue to him from the resale against his customers or third parties. The customer remains authorized to collect this claim even after the assignment. The authorization of CPS to collect the claim itself remains unaffected by this. However, CPS undertakes not to collect the claim 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.
(4) The processing or transformation of the delivery item by the customer is always carried out for CPS. If the delivery item is processed with other items not belonging to CPS, CPS acquires co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other processed items at the time of processing.
(5) If the delivery item is inseparably mixed with other items not belonging to CPS, CPS acquires co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other mixed items at the time of mixing. If the mixing is carried out in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer transfers co-ownership to CPS on a pro rata basis. The customer shall keep the resulting sole ownership or co-ownership for CPS.
(6) The customer also assigns to us the claims which arise against a third party through the connection of the purchased item with a property.
(7) CPS undertakes to release the securities to which it is entitled at the request of the customer to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released is at the discretion of CPS.
(8) In the case of a delivery abroad, CPS is entitled to demand that the customer provides an unlimited, directly enforceable performance guarantee from a credit institution licensed in the EU for the purpose of securing the payment claims.

§ 9 Place of jurisdiction, choice of law, final provisions
(1) The place of jurisdiction is the registered office of CPS; however, CPS is also entitled to sue the customer at the court of his place of residence.
(2) The law of the Federal Republic of Germany shall apply exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
(3) Insofar as the contract or these GTC contain loopholes, those legally effective provisions shall be deemed to have been agreed to fill these loopholes which the contracting parties would have agreed in accordance with the economic objectives of the contract and the purpose of these GTC if they had been aware of the loophole.