General Terms and Conditions (GTC)
of wobe-team GmbH
valid from 25.May 2018

Section 1 Scope
These General Terms and Conditions apply to all contracts, orders, deliveries and services between/from/to WOBE-TEAM GMBH and its customer(s. They are an integral component of the business relationship. If the customer also has General Terms and Conditions, the WOBE-TEAM GMBH General Terms and Conditions of shall have priority unless otherwise agreed in writing by the parties. Any side agreements or undertakings must be made in writing in order to be valid.

Section 2 Contract Formation
All offers made by WOBE-TEAM GMBH shall be non-binding. As a basic rule, all agreements with WOBE-TEAM GMBH must be made in writing. Images and information used by WOBE-TEAM GMBH in general documentation or on its website are for informational purposes only and do not represent any warranties.

Section 3 Scope of Services
The scope of services to be rendered by WOBE-TEAM GMBH is determined by the individual agreements. Maintenance services are only a component of the contract to the extent agreed by the parties. Installation and set-up of the delivered products must be carried out by the customer at his own cost unless expressly agreed otherwise. If WOBE-TEAM GMBH is required to deliver and/or install spare parts, WOBE-TEAM GMBH is entitled to use parts identical in design.

Section 4 Duties of Cooperation
The customer shall name at least one skilled contact person to WOBE-TEAM GMBH who has the necessary authorization to ensure a smooth realization of the contract. The contact person must either be able to make the necessary decisions him- or herself or to have them made quickly.

Section 5 Prices and Terms of Payment
All prices are understood to be in Euro and payable without deduction. Statutory VAT will be charged separately. Purchase prices are to be paid within ten days after receipt of goods; fees for services under a contract for work must be paid within ten days of acceptance by the customer. If acceptance of the customer is delayed this corresponds to receipt of the goods. If the customer refuses acceptance and this is unjustified this is deemed to be acceptance. Rent and lease payments are to be paid in advance by the third business day of each rental/lease period on which they are based. Payments are due monthly if no other period has been agreed. All other remunerations must be paid within ten days of issuance of the relevant invoice. A payment is deemed to be made only if it is credited to the account of WOBE-TEAM GMBH or, in case of payment by cheque, the amount is credited unconditionally.

Section 6 Default, Setoff and Rights of Retention
A customer is in default after expiry of the payment period stated in Section 5. WOBE-TEAM GMBH is entitled to charge consumers interest on arrears in the amount of five percentage points above the base rate, all other customers will be charged an interest in the amount of eight percentage points above the base rate. The right to assert claims for additional damages is reserved. In case of default, WOBE-TEAM GMBH shall
be entitled to fulfill its outstanding contractual obligations towards the customer solely against advance payment of the full amount due or provision of a security for such an amount. A customer may only set off counterclaims to the extent they have been finally determined by a court or are undisputed. A right of retention may be exercised only to the extent it is based upon the same contractual relationship.

Section 7 Retention of Title
WOBE-TEAM GMBH retains title to the goods it has delivered until all claims against the customer have been satisfied, even if the delivered goods have already been paid. The customer must immediately inform WOBE-TEAM GMBH of third-party enforcement measures against goods subject to retained title. In such cases, the customer must provide all documents necessary for WOBE-TEAM GMBH to intervene. The duty to provide notice also applies to any other form of impairment. Irrespective of these preceding provisions, the customer must inform third parties in advance of the rights to which the goods are subject. The customer shall bear the costs of intervention on the part of WOBE-TEAM GMBH to the extent the third party is not able to reimburse them. In the event goods subject to retained title are sold or let to a third party, the customer assigns now in advance all claims against his customers resulting from such resale or lease. Such assignment shall be made until all claims on the part of WOBE-TEAM GMBH arising under the business relationship between WOBE-TEAM GMBH and the customer have been satisfied. If the goods subject to retained title are processed, transformed or combined with other goods, WOBE-TEAM GMBH becomes manufacturer of the new good which is considered to be a good subject to retained title. In the event the value of security is more than 20 per cent higher than the claims of WOBE-TEAM GMBH against the customer, WOBE-TEAM GMBH – upon the customer’s request and at the choice of WOBE-TEAM GMBH – will release securities to such an extent.

Section 8 Warranty
To the extent not limited below, the customer is fundamentally entitled to the statutory warranty rights. Customer claims for damages pursuant to Section 9 remain unaffected. The customer is obligated to provide written notice of obvious defects to WOBE-TEAM GMBH immediately, at the latest two weeks after delivery and/or acceptance of the good. Warranty rights lapse in the event the customer fails to give notice in due time unless WOBE-TEAM GMBH fraudulently concealed the defect or provided a guaranty as to quality. Section 377 German Commercial Code (HGB) applies to notice of defects in the case of entrepreneurs. If the customer is an entrepreneur and there is a defect under the German purchase agreement law, WOBE-TEAM GMBH reserves the right to first attempt remediation (Nachbesserung) rather than subsequent delivery (Nachlieferung) unless this is unacceptable for the customer in the particular case. Warranty claims by entrepreneurs lapse after a period of one year after receipt of the goods, acceptance of the work and/or completion of the service. The foregoing does not apply to building-related defects, which are governed by Section 438 (1) No. 2 and Section 634a (1) No. 2 of the German Civil Code (BGB). If the customer is a consumer, these warranty claims lapse after two years in case of delivery of new goods and after one year after passing of risk in case of delivery of used goods.

Section 9 Damages
WOBE-TEAM GMBH is liable – pursuant to the legal provisions – in cases of intent or gross negligence on the part of WOBE-TEAM GMBH, its representative or vicarious agents. In all other cases, WOBE-TEAM GMBH is only liable to the customer according to the German Product Liability Act (ProdHaftG), based on a guarantee given, in cases of injury to life or limb or health, or due to the culpable breach of material
contractual obligations (obligations whose fulfillment is essential for the proper execution of the contract and on whose observance the contracting partner normally may rely = cardinal obligations).
However, a customer’s claim for damages due to breach of material contractual obligations is limited to foreseeable damages typical to the contract, unless the claim is also based on the German Product Liability Act, guarantees given or injury to life or limb or health. If a breach of duty for which WOBE-TEAM GMBH is responsible causes a customer to incur damages as a result of delay, the amount of the compensation for damages caused by such a delay to which a customer is entitled is, in cases of simple negligence, limited to five per cent of the relevant contract value. If the customer is an entrepreneur, liability on the part of WOBE-TEAM GMBH for default damages is limited to foreseeable damages typical to the contract, even in cases of gross negligence. The foregoing limitations do not apply to cases of liability for injury to life, limb or health. A rebuttable presumption applies in the event of a loss of data and information that all damages beyond those which would had been incurred in the event of regular and risk-appropriate creation of back-up copies are the fault of the customer to the extent WOBE-TEAM GMBH was not contractually required to prepare back-up copies. Furthermore, WOBE-TEAM GMBH is not liable beyond its contractual obligations for the functionality of lines leading to your server, in the case of electricity outages or server failures which are outside of the control of WOBE-TEAM GMBH. To the extent liability is not excluded in cases of simple negligence unrelated to injury to life, limb or health, such claims lapse one year after they arise. WOBE-TEAM GMBH is not liable to compensate default damages resulting from strikes or force majeure. The foregoing also applies if the customer has failed to comply with reasonable duties of cooperation.

Section 10 Termination
In the event the customer terminates a contract prior to delivery, installation or the use of a service, he is obligated to pay 10 per cent of the contract price to WOBE-TEAM GMBH. The customer has the right to demonstrate that WOBE-TEAM GMBH has incurred lower or no costs. WOBE-TEAM GMBH has the right to demonstrate that it has incurred higher costs. These shall be borne by the customer.

Section 11 Withdrawal
WOBE-TEAM GMBH may revoke the contract in the event of non-delivery, incorrect delivery or untimely delivery on the part of its suppliers. The foregoing only applies to the extent failure of delivery is not attributable to WOBE-TEAM GMBH. Furthermore, in the event of a discernible material worsening of the client’s financial situation, and where WOBE-TEAM GMBH has a duty of advance performance, WOBE-TEAM GMBH may set a reasonable deadline for performance subject to concurrent payment or provision of security and may withdraw from the contract following expiry of such deadline without result.

Section 12 Data Protection and Confidentiality
The customer consents to the collection, storage, use and disclosure and/or modification of its personal data to the extent necessary for the performance of the contract with WOBE-TEAM GMBH. In particular, WOBE-TEAM GMBH is entitled to transmit customer data to third-party service providers if required for purposes of processing an order. Customer data will not be disclosed for any other purpose. The customer may revoke his consent in whole or in part with prospective effect at any time. In such cases, WOBE-TEAM GMBH undertakes to delete the customer’s personal data without delay as soon as the contractual relationship has been processed. The parties use all documents, information and data received for purposes of performing this contract solely for such purposes. Such document, information and data are to be treated confidentially if
and as long as they have not entered the public domain. This obligation continues to apply following performance of the contract.
Our company regularly checks your creditworthiness when concluding contracts and in certain cases where there is a legitimate interest. For this purpose, we cooperate with Creditreform Kiel Isert KG, Sophienblatt 100, 24114 Kiel, from which we receive the necessary data. For this purpose, we transmit your name and your contact data to Creditreform.

Section 13 Side Agreements
Every amendment or supplement to this contract which is not the result of an individual agreement between WOBE-TEAM GMBH and the customer must be in writing to be effective. This shall also apply to the effectiveness of the written form requirement.

Section 14 Place of Performance, Applicable Law and Place of Jurisdiction
The place of performance for both parties is WOBE-TEAM GMBH’s registered office. The laws of the Federal Republic of Germany apply subject to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). To the extent the customer is a merchant (Kaufmann), a legal entity under public law, or a public sector fund, the exclusive place of jurisdiction for all disputes related to the business relationship with the customer shall be Kiel, Germany. In the event a party breaches this agreement as to the place of jurisdiction and a court does not dismiss the complaint, petition or other request for relief lodged by the party as invalid based on this agreement as to the place of jurisdiction, the parties are deemed to have agreed to contractual penalties in the amount of EUR 25,000.00 for each breach. The foregoing is without prejudice to a party’s ability to claim additional damages. In addition, WOBE-TEAM GMBH reserves the right to file suit at the customer’s general place of jurisdiction.