General Terms and Conditions

for companies:

1. Scope of application

1.1 – These General Terms & Conditions (hereinafter referred to as “GTC”) contain the exclusive terms and conditions applicable to any and all contracts, supplies, services and offers concluded, performed and extended between you and us, that is CENTAURUS Systems GmbH, Mündelheimer Weg 37, 40472 Düsseldorf (Germany). These GTC shall be an integral component of any and all contracts we may conclude with you referring to our supplies and services. However, these GTC shall be applicable only, if you are an entrepreneur (accor. to art. 14 of the German Civil Code “BGB”), a corporate body or a special fund under public law.

1.2 – Any and all terms and conditions you and/or any other third parties may try to interpose shall not be applicable, even if we do not explicitly object and disagree in individual cases. Even in cases where we might refer to your correspondence that contains your terms and conditions and/or those of a third party or refers to such, this shall not be construed as to mean we consent to any such terms and conditions.

2. Offer and formation of a contract

2.1 – The fact that we present our merchandise on our website www.centaurus-systems.de as well as in catalogues and/or other materials shall not be construed as to constitute any form of binding offer. You are placing a firm offer when you place a purchase order with us.

2.2 – However, a contract between you and us shall come into existence only after we send you a separate and express order confirmation; this will happen within five business days by fax or email, or simply by dispatching the ordered merchandise.

2.3 – Any and all information we may give concerning the object of supply or service (e.g. weights, dimensions, tolerances, technical specs) and their format of representation (e.g. illustrations) are only approximative, unless their suitability for contractual purposes requires greater precision. Any such information shall not be construed to be promised features or characteristics; they constitute nothing but descriptions and/or characterisations of the supplies or services in question. Customary deviations and/or deviations due to legal provisions and/or technical improvements shall be admissible, if and to the extent they do not affect the usability of the merchandise for the contractual purpose.

2.4 – We reserve the right of ownership and/or usage rights to any and all offers and cost estimates we may provide, as well as any and all illustrations, calculations, brochures, catalogues, models and other documents and materials we might make available from time to time. Without our explicit consent you, as our customer, may not make any of the above available to third parties, publish or divulge them, use them yourself or have them used by others and/or copy or reproduce them. Such shall apply to any such documents and materials as mentioned above and shall extend to the material objects as such as well as their immaterial contents. Upon our simple request, you shall return any and all such documents and materials in full and destroy any copies you may have made as soon as you do not need them any more in the normal course of your business activities and/or if and when negotiations should not lead to the conclusion of a contract.

3. Prices and payments

3.1 – Prices shall apply to the scope of deliveries and services as described in the order confirmation. Prices are quoted ex works in EUROS plus statutory value-added tax, shipping costs, transport insurance, if any, as well as customs in case of export deliveries, as well as any fees and duties that may become payable.

Invoices shall become due and payable within [10] days of receipt and delivery and/or acceptance of the merchandise, if applicable, unless otherwise agreed between the Parties. However, we shall reserve the right to insist on prepayment or provision of security for a delivery and/or partial delivery at any time and even in the course of ongoing business relations. We shall declare any such special delivery terms no later than at the time of the order confirmation. Such rights and reservations on our behalf shall exist especially for deliveries to customers whose domicile and/or registered office is located outside of Germany.

3.2 – In the event of default in payment, you shall be liable to pay default interest as provided by applicable law (currently interest at a rate of 9 (nine) percentage points p.a. above the most recent base interest rate). Furthermore, we shall be entitled to charge a flat handling fee of 40 euros. In all such cases, we shall reserve the right to claim higher interests and/or damages. The flat fee mentioned in the second clause shall be set off against damages to be paid, if any, if and to the extent any such damage is made up of legal costs. In any and all dealings with businesses and/or entrepreneurs, none of the above shall affect our right to claim commercial maturity interest (accor. to art. 353 of the German Commercial Code “HGB”), if and to the extent any such rights exist.

4. Deliveries and delivery times

4.1 – All our deliveries shall be ex works (EXW INCOTERMS 2020). You, as our customer, may demand delivery to a different address. Unless otherwise agreed, we shall be entitled to determine ourselves how dispatch is to be handled (in particular: selection of shippers and carriers, dispatch routes and packaging). Delivery times shall be agreed individually, or we shall state a delivery date in our order confirmation. In all cases where dispatch has been agreed, delivery periods and dates shall refer to the time the merchandise is handed over to a shipper, carrier, forwarding agent or other third party commissioned with the transport.

4.2 – Our compliance with our delivery obligations shall be conditional upon your compliance with your obligations. In any case, we shall reserve our rights to claim non-fulfilment of contract.

4.3 – Any and all delivery times mentioned in order confirmations shall always be subject to our suppliers delivering flawless materials to us in due time.

4.4 – In all events where we cannot fulfil delivery promises we may have made for reasons we cannot control (non-performance), we shall inform you immediately stating a new, provisional delivery time. In the event we should not be able to perform within even the new delivery period, we shall have the right to withdraw from the contract in whole or in part; valuable consideration you may have already paid shall be returned without delay. Cases of “non-performance”, as mentioned above, shall be, for instance, the following, but without limitation: (i) failure of suppliers to deliver to us in time in cases where we concluded transactions with suppliers in connection with our obligations with you; and/or (ii) if and when delays are beyond our control and/or control of our suppliers.

4.5 – You may have rightful claims for damages and/or reimbursement of wasted expenses in cases of delayed or impossibility of deliveries as provided by clause 9.

5. Export

Supplies and services (fulfilment of contract) shall be subject to the condition that performance is not made impossible by national or international provisions, especially export control regulations and/or embargoes and other sanctions that may be imposed from time to time. You shall commit to provide any and all information and documents that may be required for export formalities, transfer, shipment and import to another country.

6. Place of fulfilment, dispatch, packaging, transfer of risk and acceptance

6.1 – Place of fulfilment for any and all obligations that may arise out of this contract shall be Düsseldorf (Germany), unless otherwise agreed.

6.2 – Unless otherwise agreed, the method of shipment and packaging shall be subject to our own best judgement.

6.3 – Transfer of risk shall occur no later than at the moment the merchandise is handed over to the shipper, carrier or other third party commissioned with the transport. The above shall apply even in cases of partial deliveries and/or if we carry out other services as well (e.g. dispatch).

6.4 – In any and all cases where you should fail to accept a delivery in due time and/or comply with any of your cooperation duties, and/or delivery is delayed for other reasons you bear the responsibility for, we shall be entitled to claim damages for losses we may incur in such a context, including extra expenses (e.g. storage costs).

6.5 – We shall take out insurance for your delayed consignments only at your express desire and at your expense; such may cover transport damage, theft, breakage, fire, water and other insurable risks.

7. Warranty

7.1 – Concerning your material and legal defect liabilities (including wrong and short deliveries), it shall be the German statutory provisions and regulations that shall apply, if and to the extent nothing else has been agreed between the Parties. The special statutory provisions for deliveries to end consumers (accor. to art. 478+445a of the German Civil Code) shall not be affected by any of the above.

7.2 – The basis for our warranty for defects shall be constituted, above all, by our agreements on the nature and properties of the merchandise. Where no such agreements on the nature and properties of the merchandise were made, the presence of a defect shall be determined based on statutory provisions.

7.3 – In the event of mutual commercial transactions, you may have rights of recourse and claims for defects only on condition you fulfilled your statutory obligations to inspect and give notice accor. to art. 377 of the German Commercial Code. In the event a defect should become apparent upon inspecting the merchandise, or later, you shall notify us in writing immediately; to meet the deadline it shall be sufficient to dispatch such notification in due time. Apart from your statutory obligations to inspect and give notice, you also have an obligation to report obvious defects immediately in writing (including wrong and short deliveries); to meet the deadline it shall be sufficient to dispatch such notification in due time. For unreported defects, we shall not be liable in any way whatsoever, if you fail to inspect properly and in due time and/or fail to report such defects.

7.4 – In the event there is, indeed, a relevant defect, we shall have the right to choose whether we remedy by repairing the defect (rework, improve), or whether we supply a defect-free replacement.

7.5 – We shall be entitled to demand full payment of the purchase price before we cure the defect as is our duty. However, you shall have the right to retain part of the purchase price as is appropriate in view of the severity of the defect.

7.6 – You shall be under the obligation to grant us enough time and opportunity to cure any such defects as mentioned above, in particular, you must hand over the rejected merchandise for inspection. If we provide a replacement, you must return the defective merchandise as provided by law.

7.7 – Any and all expenses incurred in the course of inspecting and curing, (esp. transport, travel, labour and material costs) shall be borne by us, if and to the extent a genuine defect was actually present. However, if the claim for removal of a defect should turn out to be unjustified, we may demand compensation for any expenses so incurred.

7.8 – Your claims for damages and/or reimbursement of wasted expenses exist only to the extent as described in clause 7; no other claims shall be admissible.

8. Packaging

Reusable packaging is made available to you only temporarily; you do not obtain ownership. Readiness for return of any such reusable packaging shall be notified to us within 14 days of delivery in writing; and such packaging shall be made available for pick-up. If you fail to do so, we shall be entitled to charge the value of such reusable packaging on top of the invoice amount and/or charge appropriate rent for the time you keep such packaging.

9. Other warranty and/or liability

No matter what the legal grounds and causes are: we shall be liable for damages and/or reimbursed of wasted expenses only on the basis of the following clauses 9.1 through 9.5, exclusively.

9.1 – To the extent these GTC do not provide otherwise, including provisions in clause 9, we shall be liable for infringement of contractual and extra-contractual obligations as provided by the pertinent legal provisions and regulations.

9.2 – We shall be liable to pay damages in cases of intent and/or gross negligence. In cases of ordinary negligence, we shall be liable only

9.2.1 – in cases of damages to the life, limb and health of individuals;

9.2.2 – in case of damages due to the infringement of fundamental contractual obligations (i.e. obligations the proper fulfilment of which is a prerequisite for the execution of the contract and on the fulfilment of which you may ordinarily rely); however, in any such cases our liability shall be limited to compensation of damages as are foreseeable and typically occur in such cases.

9.3 – Limitations of liability accor. to clause 9.2 shall not apply, if and to the extent we may have fraudulently concealed a defect; and/or we have granted a guarantee concerning properties and features of the merchandise; and/or there is a liability case based on German liability law “Produkthaftungsgesetz”.

9.4 – The provisions contained in this clause 9 shall apply, mutatis mutandis, to all cases of reimbursement for wasted expenses.

9.5 – In all cases where our liability for compensation is excluded or limited, the same shall apply to any potential liability of our legal representatives and/or agents.

10. Statute of limitation

10.1 – The period of limitation for any and all claims from damages and/or legal defects shall be one year after the date of delivery. Such period of limitation shall begin on the day of acceptance.

10.2 – The following shall not be affected by clause 10.1: special legal regulations concerning third parties’ claims for the material surrender of objects (art. 438, para. 1, clause 1 German Civil Code “BGB”), cases of fraudulent intent by the seller as well as claims from supplier recourse in cases of delivery to final consumers (art. 478+445a,b German Civil Code) as well as cases of damage to the life, limb and health of individuals.

10.3 – The statutes of limitation mentioned above shall also apply to your contractual and extra-contractual damage claims for defects unless application of the ordinary statutory period of limitation would lead to a shorter limitation period in individual cases. In any case, periods of limitation as defined by German product liability law shall remain unaffected. In all cases of unlawful intent, gross negligence as well as claims for damages to the life, limb and health of individuals, it shall always be the statutory periods of limitation that shall prevail.

11. Granting of rights

11.1 – Once the purchase price has been paid in full, we shall grant you a non-exclusive right of use to the software that is part of the object of this contract, that is not transferable and not sub-licensable and limited to the use of the object of the contract but not limited in time. You shall not be entitled to separate software and contractual object and/or copy it, rent it out play it publicly and/or make it available and/or give it to third parties for free.

11.2 – You have the right to leave the software to a third party, but only in whole and in case of your final and complete surrender of all your rights of use to the objects of this contract. In any such case, you shall give up any use of the software whatsoever. It shall not be admissible to allow third parties to use the software in part and/or temporarily and irrespective of the question whether the objects of this contract are ceded in physical or immaterial form. The same shall apply to all forms of making any such objects available for free. You shall be under the obligation to provide evidence of execution of any of the above-mentioned measures at our simple request.

12. Retention of title

12.1 – We shall retain title and rights of use to the merchandise until we have received all payments stipulated in the supply contract. We shall be entitled to reclaim any of our merchandise in case you violate any contractual provisions and, especially, in case of late payments. Reclaiming our merchandise shall, at the same time, constitute our withdrawal from the contract. Once we have reclaimed our merchandise, we shall be entitled to dispose of it as we think fit; any potential proceeds from such disposal shall be set off against your debts minus appropriate handling and disposal fees.

12.2 – In the event of a seizure of our merchandise and/or other interferences by third parties, you shall inform us immediately in writing.

12.3 – You shall be entitled to resell the merchandise in the course of your ordinary business activities. At this point, already, you shall assign to us any and all claims amounting to the total of the final invoice amount (incl. VAT) of our claim which may arise out of the resale vis-à-vis your buyer and/or other third parties, irrespective of whether the merchandise was resold with or without you further processing it. Even after such assignment, you shall still be entitled to collect any such claims. However, our right to collect any such claims ourselves shall remain unaffected. However, we shall engage to abstain from collecting any such claims ourselves as long as you pay your debts arising from your proceeds and as long as you do not miss any payments and, in particular, as long as no application for insolvency proceedings is filed and/or payments are suspended. However, if any of the above should occur, we shall be entitled to demand that you reveal any assigned claims and the corresponding debtors, provide all necessary information for collection, hand over all relevant documents and inform any such third-party debtors about such assignment.

13. Miscellaneous

13.1 – If and to the extent you are a business and/or entrepreneur as defined by the German Commercial Code “HGB”, a corporate body or a special fund under public law and/or you do not have a legal domicile in the Federal Republic of Germany and/or you relocate your registered office to another country after this contract was concluded, the courts of Düsseldorf (Germany) shall have sole jurisdiction in all potential litigations that may arise out of our business relations. The above shall not apply in cases where mandatory legal provisions with a view to exclusive jurisdiction exist.

13.2 – The business relations between us and our customers shall be ruled by the laws of the Federal Republic of Germany, exclusively. The United Nations Convention on Contracts for the International Sale of Goods (CISG) of 11th April 1980 shall not apply in these matters.

Version: November 2021, v1.01

for end users:

1. Scope of application

These General Terms & Conditions (hereinafter referred to as “GTC”) contain the exclusive terms and conditions applicable to any and all contracts, supplies, services and offers concluded, performed and extended between you and us, that is CENTAURUS Systems GmbH, Mündelheimer Weg 37, 40472 Düsseldorf (Germany). These GTC shall be an integral component of any and all contracts we may conclude with you referring to our supplies and services.

2. Offer and formation of a contract

2.1 – The fact that we present our merchandise on our website www.centaurus-systems.de as well as in catalogues and/or other materials shall not be construed as to constitute any form of binding offer. YOU are placing a firm offer when you place a purchase order with us.

2.2 – However, a contract between you and us shall come into existence only after we send you a separate and express order confirmation; this will happen within seven business days in writing by fax or email, or simply by dispatching the ordered merchandise.

2.3 – We reserve the right of ownership and/or usage rights to any and all offers and cost estimates we may provide, as well as any and all illustrations, calculations, brochures, catalogues, models and other documents and materials we might make available from time to time. Without our express consent you may not make any of the above available to third parties (neither the actual objects nor their contents), publish or divulge them, use them yourself or have them used by others and/or copy or reproduce them. Upon our simple request, you shall return any and all such documents and materials in full and destroy any copies you may have made as soon as you do not need them any more in the normal course of your business activities and/or if and when negotiations should not lead to the conclusion of a contract.

3. Prices, shipping and packaging costs

3.1 – Prices are quoted on the order form and apply to the scope of supplies and services as described. Prices are quoted in EUROs including statutory value-added tax (sales tax) plus shipping and packaging costs, as applicable.

3.2 – Shipping and packaging costs are quoted on the order form as well, and must be borne by the customer. Additional costs, like customs in case of export deliveries, as well as any fees and duties that may become payable must be borne by the customer as well.

4. Terms of payment

4.1 – We accept ‘Payment on receipt of invoice’.

4.2 – Invoices shall become due and payable within [10] days of receipt of invoice and delivery and/or acceptance of the merchandise, unless otherwise agreed between the Parties.

4.3 – However, we shall reserve the right to insist on advance payment or provision of security for a delivery and/or partial delivery at any time and even in the course of ongoing business relations. We shall declare any such special delivery terms no later than at the time of the order confirmation. Such rights and reservations on our behalf shall exist especially for deliveries to customers whose domicile and/or registered office is located outside of Germany.

5. Deliveries and delivery times

5.1 – We deliver merchandise as agreed with you.

5.2 – All our deliveries shall be ex works. You, as our customer, may demand delivery to a different address, but at your own cost. Unless otherwise agreed, we shall be entitled to determine ourselves how dispatch is to be handled (in particular: selection of shippers and carriers, dispatch routes and packaging). Delivery within the European Union usually takes between five and seven days.

5.3 – In the event we agree on advance payments, the delivery time starts on the day we receive your payment.

5.4 – In all events where we cannot fulfil delivery promises we may have made for reasons we cannot control (unavailability of performance), we shall inform you immediately stating a new, provisional delivery time. In the event we should not be able to perform within even the new delivery period, we shall have the right to withdraw from the contract in whole or in part; valuable consideration you may have already paid shall be returned without delay. Cases of “unavailability of performance”, as mentioned above, shall be, for instance, the following, but without limitation: (i) failure of suppliers to deliver to us in time in cases where we concluded transactions with suppliers in connection with our obligations with you; and/or (ii) if and when delays are beyond our control and/or control of our suppliers.

6. Export

7. Warranty

The statutory warranty rights shall apply to all products we have on offer, if and to the extent nothing else has been agreed in clause 8.

8. Other liability

8.1 – Statutory liability for defects shall apply to any and all our products to the extent nothing else has been agreed hereinafter.

8.2 – No matter what the legal grounds and causes may be: we shall be liable for damages and/or reimbursed of wasted expenses only on the basis of the following clauses 8.2.1 thru 8.2.2:

8.2.1 – We shall be liable without limitation to pay damages in cases of intent and/or gross negligence. In cases of ordinary negligence, we shall be liable only in case of damages due to the infringement of fundamental contractual obligations (i.e. obligations the proper fulfilment of which is a prerequisite for the execution of the contract and on the fulfilment of which you may ordinarily rely); however, in any such cases our liability shall be limited to compensation of damages as are foreseeable and typically occur in such cases.

8.2.2 – Limitations and restrictions of liability accor. to clause 8.2.1 shall not apply, if and to the extent we may have fraudulently concealed a defect; and/or we have granted a guarantee concerning properties and features of the merchandise as well as in cases of damages to the life, limb and health of persons and in cases of liability based on German product liability law.

8.3 – In all cases where our liability for compensation is excluded or limited, the same shall apply to any personal liability of our legal representatives and/or agents.

9. Granting of rights

9.1 – Once the purchase price has been paid in full, we shall grant you a simple, non-exclusive right of use to the software that is part of the object of this contract that is not transferable and not sub-licensable and limited to the use of the object of the contract and limited geographically, but not limited in time. You shall not be entitled to separate software and contractual object and/or copy it, rent it out, play it publicly and/or make it available and/or give it to third parties for free.

9.2 – You have the right to leave the software to a third party, but only in whole and in case of your final and complete surrender of all your rights of use to the object of this contract. In any such case, you shall give up any use of the software whatsoever. It shall not be admissible to allow third parties to use the software in part and/or temporarily and irrespective of the question whether the objects of this contract are ceded in physical or immaterial form. The same shall apply to all forms of making any such objects available for free. You shall be under the obligation to provide evidence of execution of any of the above-mentioned measures at our simple request.

10. Retention of title

10.1 – We shall retain title and rights of use to the merchandise until we have received all payments stipulated in the supply contract. We shall be entitled to reclaim any of our merchandise in case you violate any contractual provisions and, especially, in case of late payments. Reclaiming our merchandise shall, at the same time, constitute our withdrawal from the contract. Once we have reclaimed our merchandise, we shall be entitled to dispose of it as we think fit; any potential proceeds from such disposal shall be set off against your debts minus reasonable handling and disposal fees.

10.2 – In the event of a seizure of our merchandise and/or other interferences by third parties, you shall inform us immediately in writing.

11. Miscellaneous

11.1 – If and to the extent your domicile or habitual residence was located in Germany at the time this contract was concluded and you moved away leaving Germany at the time the lawsuit commenced, or your domicile or habitual residence is unknown at that time, Düsseldorf in Germany (the registered office of our company) shall be the legal venue for any and all litigations that may arise out of this contract.

11.2 – The laws of the Federal Republic of Germany shall apply exclusively. The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply – under the following conditions:

11.2.1 – Your habitual residence is located in Germany; or

11.2.2 – your habitual residence is located in a country that is not a member of the European Union.

In the event your habitual residence is located within the European Union, German law shall be applicable, too, with the exception of mandatory provisions and stipulations that may exist in the EU country of your habitual residence.

Version: November 2021, v1.01