1.1 The following terms and conditions apply only to entrepreneurs (§ 14 BGB). They shall also apply to all future transactions with the Customer. Any terms and conditions of the Customer contradicting or deviating from the terms and conditions of FTC GmbH, Hochheim am Main, hereinafter also referred to as “Supplier”, shall be ineffective. The following terms and conditions shall apply to all services rendered by the Supplier. The services rendered by the Supplier shall hereinafter be referred to as “Product(s)” for short.
1.2 Personal data of customers and interested parties shall be processed by the Supplier in accordance with the Federal Data Protection Act.
1.3 All agreements made between the Supplier and the Customer for the purpose of executing this contract shall be set out in writing in a contract or in an amendment contract.
1.4 Should individual parts of the contract confirmed by the Supplier and/or of these Terms and Conditions violate statutory provisions or be invalid for other reasons, this shall not release the Customer from the obligation to accept the remaining services ordered and to comply with the other agreements.
1.5 The following terms and conditions shall also apply to pre-contractual negotiations.
1.6 Conditions for the use of the billing models “FTC InfoCard” and “FTC InfoPack”: The billing models are purchased prepaid credit (advance payment). The validity is unlimited. The credit is transferable within the purchaser’s company. There is no claim for payment of unused credit.
2. defect rights, liability
2.1 The Customer may not derive any further rights from material defects which do not or only insignificantly impair the value and the suitability of the products delivered by the Supplier for the use recognizable by the Supplier.
2.2 If the product has a material defect upon delivery, the Supplier shall be entitled and obliged to provide subsequent performance. Subsequent performance shall be effected, at the Supplier’s option, by repair or replacement. The costs of subsequent performance, in particular transport, travel, labor and material costs, shall be borne by the Supplier. If these costs exceed 50% of the value of the product, the Supplier shall be entitled to refuse subsequent performance.
2.3 If the supplementary performance fails, does not take place within a reasonable period set by the customer or is refused, the customer shall be entitled, at his discretion, to withdraw from the contract, to demand a reduction of the purchase price corresponding to the value of the defect (reduction) or – within the limits of the following paragraphs – to demand damages instead of performance.
2.4 If a material defect leads to damage, the Supplier shall be liable in accordance with the statutory provisions, provided that the damage is personal injury, the damage is covered by the German Product Liability Act (ProdHaftG), is due to intent or gross negligence or the Supplier has assumed an express warranty.
2.5 In the event of a merely negligent breach of duty by the Supplier or by the Supplier’s vicarious agents, the Supplier’s liability shall be limited to the foreseeable damage typical for the contract.
2.6 Further contractual and tortious claims of the customer are excluded. Therefore, the Supplier shall not be liable in particular for damage that has not occurred to the Supplier’s product itself; neither shall it be liable for loss of profit or other financial losses of the Customer.
2.7 Section 478 of the German Civil Code (BGB) shall remain unaffected by the above Nos. 3.1 to 3.5.
2.8 The above provisions No. 3.3 to 3.6 shall also apply to claims for damages due to other breaches of duty and tortious liability.
2.9 In the event of a breach of a pre-contractual obligation or an impediment to performance already existing at the time of conclusion of the contract (§§ 311 para. 2, 311a BGB), the Supplier’s liability for damages shall be limited to the negative interest.
2.10. Insofar as the Supplier’s liability is excluded or limited, this shall also apply to the personal liability of the Supplier’s employees, representatives and vicarious agents.
2.11. The Supplier’s liability for material defects shall not apply if the Customer does not observe the installation and operating instructions or has the Supplier’s products supplemented or modified by third parties, unless the Customer can prove that the material defect is not due to this.
3. limitation period
3.1 The limitation period for claims based on material defects shall be one year from the transfer of the respective product. Sections 438 para. 1 no. 2, 634a no. 2 BGB remain unaffected.
3.2 The limitation period for claims for damages shall also be one year.
3.3 For claims arising from the ProdHaftG and in cases of intent and gross negligence, the statutory limitation period shall apply.
4.1 The Supplier undertakes to maintain secrecy with regard to all information and data of the Customer’s business transactions, insofar as the Supplier obtains knowledge thereof in the course of the performance of contractual obligations, and not to make such information and data available to third parties.
5. place of performance, place of jurisdiction
5.1 The place of performance and jurisdiction for both parties to the contract shall be the Supplier’s registered office, including for actions in proceedings relating to bills of exchange and checks. The Supplier shall also be entitled to sue the Customer at its general place of jurisdiction.
5.2 German law shall apply exclusively to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).