Status: May 2023

I. Scope of application

1.
These General Terms and Conditions for the Delivery of Products, Projects and Services (hereinafter "GTC") apply to all business relationships between deconta GmbH, Im Geer 20, 46419 Isselburg (hereinafter "deconta") and its customers (hereinafter "Customer").

2.
The GTC shall not apply if the customer is a consumer within the meaning of Section 13 of the German Civil Code (BGB).

3.
General terms and conditions of the customer shall not apply and are hereby expressly rejected. This applies even if reference is made to the customer's general terms and conditions in the context of an order or in other documents of the customer and deconta does not expressly object to them in this case.

The customer's general terms and conditions shall only apply if this is expressly recognised. Recognition must be in writing.

4.
Amendments, deviations and supplements to these GTC require written confirmation by deconta.

II. General

1.
deconta supplies in particular, but without this list being exhaustive, equipment, systems and custom-made products specialising in decontamination in the areas of pollutant decontamination, dust handling and the use of mobile technologies for civil defence, disaster control and the medical sector. This also includes parts and services as well as spare parts.

Insofar as the subject matter of the contract is the sale and/or delivery of movable, standardised items, these are hereinafter referred to as "product". Unless otherwise agreed by the parties or in these GTC, the sales law of §§ 433 ff. BGB (GERMAN CIVIL CODE).

Insofar as the subject matter of the contract includes an individually agreed work, this is hereinafter referred to as a "project". Unless otherwise agreed by the parties or in these GTC, the law on contracts for work and services pursuant to Sections 631 et seq. BGB (GERMAN CIVIL CODE).

"Services" refers to all deconta activities in the categories of project development, installation, commissioning and maintenance.

"Project development" refers to planning activities such as

Solution concept planning, project planning and mechanical, electrical, control engineering design & development.

"Assembly" refers to activities relating to the assembly and installation of products and projects.

"Commissioning" means all activities relating to the commissioning, installation, implementation and introduction of the products or projects as well as the monitoring of these services when carried out by the customer or a third party.

"Maintenance" refers to all activities relating to the maintenance and repair of a product or project.

The contractual projects, products and services are hereinafter referred to as "contractual object" or "contractual objects".

2.
deconta reserves all property rights and copyrights to all samples, cost estimates, (technical) drawings and other information of a physical and non-physical nature, including in electronic form, which have been created in whole or in part by deconta. These may not be reproduced or made accessible to third parties without the express prior written consent of deconta. Unless expressly agreed otherwise in writing, deconta does not grant the client any licences or other rights to patents, know-how, trade secrets or other industrial property rights belonging to deconta. Likewise, there is no right to grant such licences or rights.

3.
Unless otherwise agreed in writing, deconta delivers in accordance with the technical standards, laws and regulations applicable in Germany.

4.
deconta is not obliged to insure the contractual objects, regardless of whether they are products or projects, and does not assume any guarantees of any kind.

III. Conclusion of contract

1.
Unless expressly stated otherwise in the offer, the following applies:

deconta will prepare a quotation at the customer's request.

The customer can confirm such an offer within two weeks or the commitment or offer period specified in the offer in the individual case after it has been sent by deconta. If the customer confirms the offer, a binding contract is concluded upon receipt of the confirmation by deconta, provided that the offer or the confirmation

nothing else is provided for. If the customer deviates from deconta's offer in the confirmation, this shall be deemed a new offer and a contract shall only be concluded if deconta (re-)confirms this confirmation to the customer in writing. The same applies if the customer accepts the offer after the expiry of the two-week period or the binding or offer period specified in the offer in the individual case. If there is no reconfirmation, no contract is concluded.

Any correspondence subsequently entered into by the customer, in particular subsequent order confirmations, shall not change the content of the contract already concluded unless deconta expressly confirms such changes in writing.

2.
The contractual objects are listed in full in the offer and in any supplements to it. Reasonable technical changes or improvements to the subject matter of the contract by deconta are permitted without the consent of the customer.

3.
Service specifications, service programmes, requirement specifications, equipment specifications, plans, preliminary remarks and descriptions shall not become part of the contract unless the parties expressly agree to this in writing.

IV. prices

1.
All prices are net prices in EURO. VAT (if applicable) will be added at the respective statutory rate.

2.
Unless expressly agreed otherwise for the remuneration of the Services, deconta shall receive a time fee for Services in accordance with deconta's hourly rates applicable at the time the Services are provided, plus statutory VAT. The

Hourly rates are based on deconta's price list valid at the time the contract is concluded.

3.
The details and information contained in general product documentation and price lists are only binding insofar as the contract expressly refers to them in writing.

4.
All ancillary costs not expressly included in the price in accordance with an express written agreement between the parties, such as assembly, transport, customs duties, insurance, export, transit, import and other authorisations and certifications, shall be borne by the customer. Furthermore, any support services as well as travelling and accommodation costs for personnel are not included in the price. These will be invoiced at deconta's usual rates. The same applies to the costs of commissioning and maintenance.

5.
In the event that software is provided in connection with or embedded in products or projects of deconta, the price does not include modifications, customisations or changes to the software, nor work necessary to connect the software with machines, software and/or other products or projects or operating systems of the customer, unless expressly agreed otherwise in writing.

V. Terms of payment

1.
Payment must be made without any deduction by bank transfer to a deconta bank account denominated in EURO. Bills of exchange and cheques will only be accepted after express written agreement and only on account of payment.

2.
Payment is deemed to have been made when the entire amount due has been credited to a deconta bank account free of charges and is freely available to deconta.

3.
In the case of projects, unless a different payment term has been expressly agreed in writing, 40 per cent of the agreed price is due and payable upon conclusion of the contract and 50 per cent after deconta has declared to the customer that the subject matter of the contract or significant parts of the subject matter of the contract are ready for delivery. The remaining 10 per cent of the agreed price is payable upon acceptance and submission of the final invoice.

4.
If a product is available or no acceptance has been agreed in the offer and in the case of services, the agreed remuneration shall be due upon conclusion of the contract and transmission of the invoice.

5.
If the parties have agreed on a different payment term, the customer shall be in default if the payment has not been received in an account of deconta by the dates specified in V.3. or V.4.

6.
The payment deadlines must also be met if transport, delivery, assembly, commissioning or acceptance of the deliveries or services are delayed or impossible for reasons for which deconta is not responsible, or if insignificant parts are missing or if reworking proves necessary which does not make the use of the delivery or service impossible.

7.
If the customer is in arrears with a payment for any reason, or if deconta must seriously fear that it will not receive the customer's payments in full or on time due to circumstances occurring after the conclusion of the contract, deconta is entitled, without waiving its further rights, to withhold or suspend the delivery or service until collateral or advance payments have been received.

8.
Payment by instalments is only possible if this has been expressly agreed in writing.

9.
The customer may only offset against payment claims of deconta with such claims that are undisputed or have been legally established.

10.
The customer may only assert a right of retention against deconta's payment claims if the claim on which the right of retention is based is undisputed or has been legally established.

11.
In the event of late payment, deconta is entitled to charge the customer interest and commission in accordance with the applicable bank rates for short-term loans, but at least nine percentage points above the base interest rate (in accordance with § 288 BGB).

VI. Delivery, delivery period, delay in delivery, acceptance, transfer of risk

1.
Unless otherwise expressly agreed in writing or otherwise regulated in these terms and conditions, FCA (Incoterms 2020) shall apply to all deliveries of projects. The place of delivery and performance for projects is the registered office of deconta (Im Geer 20, 46419 Isselburg).

Unless otherwise expressly agreed in writing or otherwise regulated in these terms and conditions, FCA (Incoterms 2020) applies to all deliveries of products. The place of delivery and performance for products is the registered office of deconta (Im Geer 20, 46419 Isselburg).

The delivery dates of the products, projects and the time for the provision of services are specified in the contract between deconta and the customer. Unless expressly agreed otherwise, all delivery dates are non-binding.

2.
Compliance with any (binding or non-binding) delivery dates by deconta presupposes that all commercial and technical questions between the contracting parties have been clarified and that the customer has fulfilled all its obligations to cooperate with deconta, in particular that it provides all necessary specifications, official certificates or approvals, provides the information and supplies required for the fulfilment of the contract in good time, but also makes the down payment and other payments without delay. If this is not the case, any delivery dates shall be extended accordingly.

3.
In addition, the delivery period shall be extended appropriately if 

a) the customer subsequently requests changes or additions; or

b) if obstacles arise which deconta cannot avert despite exercising due care, irrespective of whether they occur at deconta, at the client's premises or at the customer's premises.

or a third party (force majeure). Such obstacles include, for example: export and import restrictions, boycott orders by governmental or supranational organisations, official measures or omissions; labour disputes and other operational disruptions for which deconta is not responsible, epidemics, pandemics (in particular also the effects of the Corona pandemic), natural events, hacker attacks and terrorist activities. If such obstacles occur, deconta will inform the customer immediately about the extent and background and keep him informed.

In order to prove force majeure, it is sufficient for deconta to prove that a corresponding event has taken place or is taking place and that this event has an impact on deconta's operations. It is not necessary for deconta to prove that the event has affected the work on these specific contractual objects.

However, the customer has the right to prove that the work on the contractual items was not impaired by the event.

deconta shall inform the customer as soon as possible of the beginning and end of such an event. deconta shall not be liable for delays caused by force majeure, even if such a disruption occurs at a time when deconta is already (culpably) in default. If the customer wishes deconta to mitigate the negative effects of the interruption of operations through no fault of its own, the customer and deconta must agree on these measures and the customer must bear the additional costs incurred as a result.

4.
All (binding and non-binding) delivery dates are subject to adequate and timely delivery by deconta's subcontractors and suppliers. deconta will inform the client as soon as possible of any delays. Delivery dates shall be extended accordingly and deconta shall not be liable for delays caused by its subcontractors or suppliers.

5.
Exemption from the obligation to meet a binding delivery date shall not be granted if the customer proves that deconta itself is culpably responsible for the non-delivery.

6.
If the delivery or acceptance is delayed for reasons for which the customer is responsible, the customer shall reimburse the costs and damages caused by the delay (in particular additional working hours, loss of profit and costs for appropriate storage of the contractual items amounting to at least 0.5% of the outstanding price).

deconta may dispose of the contractual items after setting a reasonable deadline.

7.
If deconta is culpably in default and the customer suffers damages as a result, the customer is entitled to claim damages under the conditions set out in Section XI.

8.
The risk for projects is transferred to the customer in accordance with the FCA (Incoterms 2020) regulations set out in these terms and conditions. If dispatch is delayed or does not take place due to circumstances for which deconta is not responsible, the risk shall pass to the customer from the date of notification of readiness for dispatch. deconta undertakes to take out any insurance requested by the customer at the customer's request and expense.

The risk for products is transferred to the customer in accordance with the FCA (Incoterms 2020) regulations set out in these terms and conditions.

9.
If a project is available or if acceptance is agreed in the offer, the subject matter of the contract is tested in a multi-stage procedure unless the parties expressly agree otherwise in writing. First, a test run is carried out at deconta after successful production. The client shall provide deconta with the raw materials required for the test run free of charge and in good time. In any case, the test run shall be deemed to have been properly carried out 10 working days after the respective date, unless deconta is responsible for the delay (for clarification: the rescheduling is not considered a delay for which deconta is responsible).

deconta will inform the customer of the date of the test run at least 3 working days in advance so that the customer can participate in the test run. If significant defects occur during the test run, deconta is entitled to demand that a total of two further appointments be made within a reasonable period of time after the aforementioned appointment.

After a successful test run without any significant defects, deconta will notify the customer that the system is ready for delivery. After delivery, the project is accepted on site at the customer's premises. The place of acceptance is therefore the customer's registered office.

Acceptance shall be carried out on the agreed acceptance date, alternatively immediately after successful installation at the customer's premises.

After arrival of the delivered object of the contract at the customer, the customer shall store the project separately and keep it carefully for deconta until acceptance.

Obvious damage to the contractual object must be reported to deconta immediately upon arrival. If damage is discovered at a later point in time, the customer is obliged to prove that he has fulfilled his obligations according to the previous sentence.

The customer is not entitled to refuse acceptance in the event of a minor/non-substantial defect. If significant defects occur during acceptance, deconta is entitled to demand that a total of two further acceptance dates be carried out within a reasonable period after the aforementioned acceptance date.

If the customer refuses acceptance on the original date or any subsequent dates, the subject matter of the contract shall be deemed to have been accepted one week after notification of readiness for acceptance. If the customer refuses acceptance without justification (also if the customer neither accepts nor complains about the contractual items), the contractual items shall be deemed to have been accepted one week after delivery. Commercial utilisation of the project by the customer shall be deemed to constitute acceptance.

10.
Partial deliveries are permissible, provided they are reasonable.

VII. Lack of financial capacity

If it becomes apparent after conclusion of the contract that deconta's claim to the contract price is jeopardised by the customer's inability to pay (e.g. by an application for the opening of insolvency proceedings against the customer's assets or comparable proceedings at the customer's registered office or if the customer fails to meet agreed payment deadlines), deconta may interrupt the work and/or withhold the contractual items (without being in default) until full payment has been made or until the customer has provided sufficient security.

Furthermore, deconta is entitled to withdraw from the contract and to demand the immediate return of the contractual object(s).

VIII. Retention of title

1.

deconta reserves its right of ownership to contractual items until receipt of full payment of the contract price and any other ancillary costs arising from the contract and until fulfilment of all claims of deconta arising from any other business relationship with the customer or with affiliated companies of the customer.

2.
If the Customer processes or remodels the contractual items (hereinafter "processed item"), this is always done for deconta. In this case, the expectant right of the customer to the processed item remains in force. If deconta's (co-)ownership expires, the customer's ownership of the processed item is transferred to deconta in the ratio of the value of deconta's total claim pursuant to Section VIII. 1 to the value of the processed item. The customer shall store deconta's property free of charge.

If the reserved goods are inseparably combined or mixed with other items not belonging to deconta, deconta shall acquire co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount including VAT) to the other combined or mixed items at the time of combination or mixing. If the goods subject to retention of title are combined or mixed in such a way that the customer's item is to be regarded as the main item, the customer and deconta agree that the customer shall transfer co-ownership of this item to deconta on a pro rata basis. deconta accepts this transfer.

3.
The customer is not authorised to sell, pledge or assign the contractual object(s) as security until ownership has been transferred to the customer.

In the event that the parties have agreed an extended retention of title, this shall apply subject to the following conditions:

a) The customer is authorised to sell the contractual items only in the normal course of business and only if he is not in default of payment.

b) The customer hereby assigns to deconta all claims arising from the resale of the contractual items up to the amount of the outstanding amount (including VAT). This assignment shall apply irrespective of whether the subject matter of the contract has been resold without or after processing.

c) The client is revocably authorised to collect the claim on deconta's behalf. However, deconta will not collect the claim as long as the customer fulfils his payment obligations, in particular is not in default of payment and no application for the opening of insolvency proceedings (or comparable proceedings at the customer's place of business) has been filed.

4.
If the retention of title is not permitted under the law of the country in which the subject matter of the contract is located, deconta shall be entitled to any equivalent right of the respective country to secure its ownership of the subject matter of the contract. The customer shall support deconta in taking all necessary measures to secure its property or equivalent rights (such as liens).

5.
At the request of the customer, deconta is obliged to release securities to the extent that their value exceeds the value of deconta's outstanding claims against the customer by more than 10%, whereby the choice of the securities to be released lies with deconta.

6.
Until ownership has been transferred to the customer, the customer is obliged to treat the contractual items with due care. deconta is entitled to insure the contractual item(s) against theft, breakage, fire, water and other damage at the customer's expense, unless the customer provides proof that it has insured the contractual item(s) accordingly. If maintenance and inspection work has to be carried out, the customer must carry this out in good time at his own expense. In the event of seizure, confiscation or other dispositions or interventions by third parties, the customer must notify deconta immediately in writing and by e-mail. The customer shall indemnify deconta against all costs arising from such seizure or intervention, in particular costs arising from a claim under §771 ZPO or an equivalent claim under the law of the state in which the seizure or intervention took place.

7.
In the event of breach of contract by the customer, in particular in the event of violation of this Section VIII. or default of payment, deconta is entitled to take back the contractual item(s) after issuing a reminder and the customer is obliged to surrender them. Any shipping costs (including packaging and insurance) shall be borne by the customer.

IX.Special provisions for tenancies

The rental items shall be handed over to the customer in an inspected condition. The consumables required to use the rental items shall be sold to the customer and invoiced with the first rental instalment. Upon collection and delivery of the rental items, the customer must check that they are in proper condition and confirm this on the delivery note. The rental charge is calculated by calendar days, begins on the day of delivery or collection and ends on the day of return to the deconta warehouse. Rental equipment is part of the rental fleet and is not for sale. The rental equipment must be insured by the customer against theft and other risks. The equipment is not insured by deconta. Invoices for rental equipment are issued weekly or monthly in advance. The rental items must be returned to deconta by the client cleaned, decontaminated, free of adhesive residues and residual fibre binders, without filters, undamaged and in the packaging provided free of charge for deconta. In the event of justified doubts about proper decontamination/cleaning, deconta is entitled to refuse acceptance of the items concerned. Necessary cleaning, decontamination or repair measures will be charged to the hirer. The return transport is to be organised by the customer and is at the customer's risk.

X. Warranty claims

deconta shall be liable in accordance with the statutory provisions, unless liability is limited in accordance with the statutory provisions in accordance with the following clauses.

deconta cannot be held liable for services that were not provided by deconta. If it turns out that a contractual item does not function properly or if there are problems in connection with the assembly or commissioning of a contractual item, the customer must prove that such a malfunction was caused by a service provided by deconta in order for deconta to be held liable.

1.
For material defects and defects of title (including incorrect and short delivery as well as improper assembly/installation or faulty instructions), deconta is liable - taking into account the provisions in Section XI - only in accordance with the statutory provisions, taking into account the following principles:

Quality defects  

a) All parts that prove to be defective as a result of a circumstance prior to the transfer of risk shall - at deconta's discretion - be repaired free of charge or replaced free of defects if deconta has delivered these parts. The discovery of such defects must be reported to deconta immediately in writing. Replaced parts become the property of deconta.

If the chosen type of subsequent fulfilment is unreasonable for the customer, he may reject it.

b) Subsequent performance does not include the removal, dismantling or disassembly of the defective item or the installation, attachment or assembly of a defect-free item if deconta was not originally obliged to perform these services; the customer's statutory claims for reimbursement of corresponding costs ("removal and installation costs") remain unaffected.

c) The customer must give deconta the necessary time and opportunity to carry out all repairs and replacement deliveries that deconta deems necessary after consultation with deconta; otherwise deconta shall be released from liability for all resulting consequences.

d) The expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs as well as any dismantling and installation costs, shall be borne or reimbursed by deconta in accordance with the statutory provisions and these GTC if a defect actually exists. Otherwise, deconta may demand compensation from the client for the costs incurred as a result of the unjustified request to remedy the defect.

e) deconta is entitled to make the subsequent fulfilment owed dependent on the customer paying the purchase price due. However, the customer is entitled to retain a reasonable part of the purchase price in proportion to the defect.

f) deconta reserves the right to carry out at least two rectifications. If the rectification fails, the customer is entitled to withdraw from the contract or to reduce the price. Withdrawal is not permitted in the case of a minor defect.

g) The customer has neither the right to remedy the defect himself or have it remedied by third parties, nor to demand reimbursement of the corresponding costs from deconta, unless otherwise provided by law.

deconta is not liable for damage caused by the customer attempting to remedy the defect himself or have it remedied by a third party. In particular, deconta is not liable for improper repair measures or replacement deliveries by the customer or a third party.

Likewise, the customer cannot demand reimbursement and additional repair or replacement measures from deconta for the same defects if the subject matter of the contract still does not function properly after the measures carried out by the customer or a third party.

h) Within the framework of the statutory provisions, the customer has the right to withdraw from the contract if deconta - taking into account the statutory exceptions - allows a reasonable deadline set for the rectification or replacement delivery due to a material defect to expire fruitlessly. In the case of insignificant defects, the customer only has the right to reduce the contract price.

Defects of title

a) If the use of the subject matter of the contract leads to an infringement of industrial property rights or copyrights in Germany and is therefore impaired or prohibited by a legally binding court decision, deconta will, at its own expense, procure the right for the customer to continue using the subject matter of the contract or modify it in a manner reasonable for the customer in such a way that the infringement of property rights is eliminated. If this is not possible under economically reasonable conditions or within a reasonable period of time, the customer and deconta are entitled to withdraw from the contract. In addition, deconta shall indemnify the customer against undisputed or legally established claims of the respective owners of the property rights.

b) Notwithstanding Section XI, the rights and obligations listed in Section IX. 2. f) shall be deemed conclusive in the event of an infringement of property rights or copyrights. However, such rights and obligations shall only exist if:

(1) the customer informs deconta immediately of any asserted infringements of property rights or copyrights; the information must be provided in writing;
(2) the customer does not recognise alleged violations;
(3) the client reasonably supports deconta in the defence of asserted claims or enables deconta to carry out modification measures;
(4) the customer does not enter into legal proceedings, settlements and the like alone - all defence measures, including out-of-court settlements, are reserved to deconta;
(5) the customer suspends the use of the contractual objects for reasons of damage minimisation or other serious reasons without informing the third party. that the cessation of use does not constitute an acknowledgement of the infringement of property rights;
(6) the defect of title is not due to an instruction of the customer and
(7) the infringement was not caused by the fact that the customer or a third party has modified the subject(s) of the contract without authorisation and/or that the customer has used the subject(s) of the contract in a manner not in accordance with the contract.

XI. Notification of defects by the customer

1.
If a product is available or no acceptance has been agreed in the offer, the customer is obliged to carefully inspect the contractual item(s) immediately upon receipt in order to safeguard any claims for defects. This shall also apply to all other contractual items (i.e. in particular also in the case of projects or if the contractual item is subject to acceptance) if defects occur after acceptance. If a defect is discovered during the inspection or at a later point in time, deconta must be notified immediately in writing. A complaint shall be deemed to have been made immediately if it is made within a period of one week after discovery.

2.
Irrespective of these inspection and complaint obligations, the customer must notify deconta in writing of obvious defects (including incorrect and short deliveries) within one week of delivery if a product is available or no acceptance has been agreed in the offer.

3.
If the Client fails to notify deconta in due time and form, deconta's liability for the defect not notified or not notified in due time or not properly notified is excluded in accordance with the statutory provisions. In the case of goods intended for assembly, mounting or installation, this shall also apply if the defect only became apparent after the corresponding processing as a result of a breach of one of these obligations; in this case, the customer shall in particular have no claims for reimbursement of corresponding costs ("removal and installation costs").

Incomplete or overly generalised reports will not be accepted to the extent that any claims for defects will lapse if deconta does not have complete documentation at the end of the reporting period. The timeliness of the notification is subject to receipt by deconta.

XII. Liability of deconta, exclusion of liability

1.
In the following cases, which are not exhaustive, no liability is assumed by deconta:

a) Unsuitable or improper use, incorrect assembly or commissioning by the customer or third parties, natural wear and tear, incorrect or negligent handling, improper maintenance, unsuitable operating materials, unsuitable subsoil/substrate, chemical, electrochemical or electrical influences - insofar as they are not attributable to deconta.

b) Problems or difficulties in connecting or integrating a contractual item into the customer's system or operation, in particular with regard to the interface of the operating systems/software, unless a customised solution is expressly included in the contract or in the contract price.

c) The customer is responsible for compliance with all regulations regarding import, transport, storage and use of the goods. No liability is assumed if such regulations are not complied with, in particular if and to the extent that the subject matter of the contract cannot be imported into or operated in the country of destination due to legal or official regulations. Notwithstanding the exclusion of deconta's liability, deconta must be provided with all relevant documents and information as well as any necessary authorisations in good time.

d) If the customer or a third party carries out improper repairs, deconta shall not be liable for the resulting consequences. The same applies to changes made to the subject matter of the contract or the subject matter of the contract without the prior written consent of deconta.

e) For defects which are known to the customer or which are not known to the customer due to gross negligence when the contract is concluded.

2.

The customer is not entitled to terminate the contract in accordance with § 648 BGB.

3.
Notwithstanding section XI.1 and unless otherwise stipulated in these GTC, deconta shall only be liable for damages as follows (sections XI.4 to XI.7):

4.
deconta shall be liable for any damage - irrespective of the legal grounds - in the event of intent and gross negligence.

5.
In the event of slight negligence, deconta shall only be liable for

a) Damage resulting from injury to life, limb or health;

b) damages arising from the breach of a material contractual obligation (an obligation whose fulfilment is essential for the proper performance of the contract and on whose compliance the contractual partner regularly relies and may rely). In this case, however, liability is limited to compensation for foreseeable, typically occurring damage.

6.
The limitations of liability shall not apply if deconta has fraudulently concealed a defect. The same applies to claims of the customer under the Product Liability Act.

7.
The principles set out in XI. 4.-6. also apply in particular to consequential damages, e.g. for loss of production or loss of profit.

XIII. Warranty period

1.
The warranty period for claims arising from material defects and defects of title is twelve months.

The warranty period for products begins upon delivery. If delivery is delayed for reasons for which deconta is not responsible, the warranty period shall end no later than 18 months after notification of readiness for delivery.

In the case of projects or if the subject matter of the contract is subject to acceptance, the warranty period shall commence upon acceptance. If acceptance is delayed for reasons for which deconta is not responsible, the warranty period shall end no later than 18 months after notification of readiness for acceptance.

2.
Insofar as the law prescribes longer periods in accordance with § 438 Para. 1 No. 2 BGB (buildings and items for buildings), § 445 b BGB (right of recourse) and § 634a Para. 1 BGB (building defects), these periods shall apply. The statutory special regulation for the case of fraudulent intent remains unaffected.

3.
Notwithstanding the above Sections XII. 1. and 2., the statutory warranty period shall apply insofar as deconta is liable pursuant to Sections XI. 3. - 7.

4.
The warranty period is not renewed or extended if deconta remedies a defect. In the event that deconta remedies a defect using spare parts, claims for defects for spare parts expire twelve months after the transfer of risk for these spare parts.

XIV. Software

1.
The customer is granted a non-exclusive, non-transferable right to use the software supplied, including the associated documentation. The software is provided exclusively for use in the specific contractual object(s). Use of the software in more than one system is not permitted.

2.
The customer may only transfer the right to use the software if there is a legitimate interest, in particular if the customer resells the respective subject matter of the contract to a third party. Consent to the transfer of the right of use is in each case subject to compliance with the provisions of this Section XIII. The client undertakes not to remove or alter any deconta data - in particular copyright notices - without the express prior authorisation of deconta.

3.
All other rights to the software and the associated documentation, including copies, remain with deconta or the software supplier. The granting of sub-licences is not permitted.

4.
deconta is not liable for damages resulting from the customer's failure to update the software.

XV. Confidentiality

1.
The contracting parties undertake to keep confidential information of the other contracting party secret.

2.
Confidential information is information that is either expressly labelled as such or where the circumstances indicate that it is confidential information.

3.
deconta may disclose confidential information to third parties insofar as this is necessary in connection with the fulfilment of the contract. In this case, deconta will oblige the third party to maintain confidentiality in accordance with its own obligation.

4.
Neither party will make the confidential information received the subject of patent applications or use it against an application for industrial property rights by the other party.

5.
The confidentiality obligation does not apply to such information that is generally known, was demonstrably known to the receiving party beforehand, was demonstrably developed independently or lawfully acquired by the other party, became publicly accessible without breach of the confidentiality obligation of either party or must be disclosed due to an order of a court or other competent authority or due to a statutory disclosure obligation.

6.
Any obligation of confidentiality shall expire three years after conclusion of the contract, unless otherwise agreed between the parties.

XVI. Compliance

The Client shall take all necessary and reasonable measures to ensure compliance with all applicable laws, regulations and rules, in particular all laws and regulations relating to the protection of children and anti-corruption. The Client, its directors, employees and/or agents have not and will not engage, directly or indirectly, in any prohibited activities in connection with any agreement between deconta and the Client. Prohibited activities include, but are not limited to:

a) the granting of benefits, advantages or favours to deconta, its board members, employees and/or representatives (e.g. money, gifts, invitations of a predominantly non-operational nature, such as sporting events, concerts, cultural events) and

b) the receipt of such benefits, advantages or favours.

Any breach of this Section XV. shall entitle deconta to cancel or terminate the contract without notice.

XVII. Applicable law, place of jurisdiction

1.
The law of the Federal Republic of Germany applies to contracts between deconta and the customer to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

2.
The place of jurisdiction for all disputes arising from the contractual relationship between the parties is the registered office of deconta in 46419 Isselburg.

XVIII. Severability clause

Should any provision of these GTC be or become invalid in whole or in part, this shall not affect the validity and enforceability of the remaining provisions.