1. General Terms and Conditions
Unless expressly agreed otherwise in writing between the parties, the following General Terms and Conditions (GTC) apply to all deliveries and services provided by the company Thomas Frank, Tecpointer—hereinafter referred to as “Tecpointer.” Any conflicting terms and conditions of the customer shall not apply. Ancillary agreements and amendments to the contract are valid only if confirmed by us in writing.

2. Binding Nature of Offers
Our offers are always non-binding unless a specific validity period is expressly stated. We reserve the right to make improvements or modifications to the design or execution of our products.

3. Acceptance of Orders

All orders are deemed accepted only once we have confirmed them in writing. This formal requirement may only be waived by means of a written agreement. Order processing within Tecpointer is carried out using electronic data processing systems. Consent to the storage of data necessary for this purpose is granted upon the conclusion of the contract.

4. Prices and Payment
(1) The agreed prices are exclusive of the value-added tax applicable on the date of invoicing and are net of any deductions. Cash discounts require a special agreement; any such deduction is permissible only within the agreed time limit.
(2) Unless otherwise agreed in writing, payment must be made within 14 days of receipt of the invoice; we are entitled to invoice for partial performance of the contract. If the payment deadline is exceeded, we are entitled to charge default interest at a rate of 5% above the prevailing discount rate of the Deutsche Bundesbank, without the need for a formal reminder. A dunning fee of EUR 5.00 per reminder will be charged to the customer for reminder letters sent after the payment deadline has expired. In the case of private individuals, this does not apply to the first reminder letter. Checks and bills of exchange are accepted only on account of performance; bills of exchange are accepted only subject to a special agreement with us. Bank charges, discount fees, and other costs are to be borne by the customer. The date of payment is deemed to be the date on which the funds are credited to our account by our bank, provided no subsequent chargeback occurs. If one of our banks refuses to discount a bill of exchange, we are under no obligation to submit it to another bank for discounting. The agreed prices apply to deliveries made within four months of the conclusion of the contract. If delivery is delayed—particularly at the purchaser’s request—any increases in list prices for goods or services occurring in the interim shall be added to the agreed prices. In such cases, only private individuals have the right to withdraw from the contract if the final price is excessive in relation to the price agreed upon at the time the contract was concluded.
(3) Installation costs are not included in the agreed prices unless otherwise agreed in writing. Installation costs will be invoiced based on the work performed.

5. Delivery, Delay in Delivery, and Transfer of Risk
(1) We are entitled to make partial deliveries and issue corresponding invoices at any time, unless the order can only be executed as a single, unified whole.
(2) All deliveries are made at the purchaser’s expense (carriage forward).
(3) All deliveries are at the purchaser’s risk. This applies even if delivery is carried out by our own personnel. Stated delivery periods are non-binding. If an agreed delivery date is exceeded by more than one month, the purchaser is entitled to set a grace period of one month for Prokom in writing. Only after this grace period has expired may the purchaser declare withdrawal from the contract in writing. Other rights—particularly claims for damages due to delay, non-performance, or other legal grounds—are excluded insofar as the purchaser is a merchant or a legal entity under public law; in the case of other purchasers, claims for damages may only be asserted if we are responsible for an intentional or grossly negligent breach of contract.
(4) We are entitled to withdraw from the contract in whole or in part if the execution of the order becomes impossible for reasons beyond our control—specifically in cases of force majeure, acts of war, civil catastrophes, strikes, lockouts, operational disruptions, delivery difficulties, or the insolvency of our suppliers.
(5) If the purchaser refuses to accept the contractual performance or a permissible partial delivery, we are entitled to declare the contract price immediately due for payment, or—after setting a grace period of one week—to withdraw from the contract or claim damages for non-performance. When asserting claims for damages, we reserve the right to demand a lump-sum amount equal to 35% of the purchase price without providing specific proof of loss, provided the purchaser is a merchant or a legal entity under public law. In the case of private individuals, a lump-sum compensation amounting to 20% of the purchase price may be claimed. Private individuals expressly retain the right to prove—when Prokom asserts such a claim for lump-sum compensation—that no loss or reduction in value occurred at all, or that the actual loss or reduction is significantly lower than the lump-sum amount. Furthermore, in the event of a delivery of goods, we are entitled to store the goods with a third party at the purchaser’s expense or to place them in our own storage starting from the day acceptance is refused; in the latter case, a storage fee of 2% of the purchase price will be charged for each month or part thereof.

6. Retention of Title
(1) We retain title to all delivered goods until full payment of all claims arising from the business relationship, including future claims.
(2) Resale is permitted in the ordinary course of business; however, upon such resale, the resulting claim for the purchase price against the third party is hereby assigned to us as security until full payment of all claims mentioned in Paragraph (1).
We hereby accept this assignment. Upon request, information regarding the claim arising from the resale must be provided to us.
We may disclose the assignment to the third party and subsequently demand payment to us. Claims to insurance benefits for loss of or damage to the goods delivered under retention of title must be assigned to us in full.
(3) In the event of third-party access to the goods delivered under retention of title—particularly in the case of seizure or attachment—the Purchaser must point out the retention of title and notify us immediately. Unless third parties are obliged to provide reimbursement, the Purchaser shall reimburse us for all costs incurred by us in this connection.
(4) If we exercise our right of withdrawal and repossession due to the Purchaser’s default in payment based on the retention of title, we are entitled to compensation for the use of and any reduction in value of the delivered items, as well as for costs incurred and lost profits.

7. Warranty
(1) Deliveries received must be inspected immediately for transport damage, and any such damage must be reported to the delivering carrier; otherwise, claims for such damage cannot be accepted.
(2) We shall be liable for other defects only if the purchaser notifies us of such defects in writing within 14 days of receipt.
A claim made at a later date—though still within the statutory warranty period—may only be accepted if the defect was latent and could not have been detected even upon careful inspection, and if the defect is reported immediately upon discovery. In dealings with merchants and legal entities under public law, our liability for defects reported in a timely manner is limited to the scope of the warranty provided by our respective upstream supplier and the terms of any warranty certificates issued.
(3) For mass-produced goods sold based on a sample, variations in dimensions, shape, material, and color shall not be considered defects. Similarly, no guarantee regarding identical color shades or grain patterns can be provided for orders based on color samples or for the delivery of supplementary parts. In the event of defects or the absence of warranted characteristics, we are obliged, at our discretion, to either remedy the defects or provide a replacement. Any other rights of the purchaser are excluded. If remedying the defect or providing a replacement is impossible, or if the defect is not eliminated after two attempts by us to remedy it, or if a replacement is not delivered despite the purchaser setting a reasonable deadline, the purchaser shall have the right to withdraw from the contract or demand an appropriate reduction in price. Claims for damages are excluded in all cases. (4) Claims for damages arising from late delivery or any other positive breach of contract are excluded, as are rights of rescission and price reduction. This applies only insofar as neither we nor our legal representatives or agents acting on our behalf are chargeable with gross negligence or willful misconduct. The same applies to claims for damages and rights of rescission or price reduction regarding consequential damages of any kind, regardless of their cause. The warranty applies only to the original purchaser.

8. Special Conditions for Software Services
(1) The scope of services for standard software (general-purpose and industry-specific software packages) is defined in the respective service description provided to the Customer. Any deviations from this or additional requirements require a specific written agreement.
(2) We shall provide rectification free of charge for program errors that occur within six months of acceptance—provided the operating instructions have been followed—and fall within the agreed scope of services.
However, the warranty obligation shall not apply if the Customer or third parties have interfered with the software without our consent.
In the event that malfunctions or defects are attributable to operating errors by the Customer or by persons commissioned by the Customer to operate the software, we are entitled to invoice the costs incurred for troubleshooting and rectification.
The same applies to hardware that has been modified in any way deviating from the standard model, or that has been opened or modified beyond the intended use specified by the manufacturer.

9. Prohibition of Assignment
The Customer’s rights arising from transactions concluded with us may not be assigned to third parties.

10. Verbal Agreements
Verbal agreements and special assurances are valid only if confirmed by us in writing.

11. Place of Performance and Place of Jurisdiction

The place of performance for deliveries, services, and payments is Völklingen. For customers who are registered merchants, legal entities under public law, or special funds under public law, Völklingen is expressly agreed upon as the place of jurisdiction. Otherwise, statutory provisions apply. Völklingen is also expressly agreed upon as the place of jurisdiction for actions involving checks and bills of exchange.

12. Legal Validity
Should any provision of the foregoing conditions be void, the legal validity of the other provisions shall remain unaffected. The invalid provision shall be replaced by a statutory provision.