1. Subject matter of the contract

These General Terms and Conditions apply to all business transactions between cube one GmbH and the contractual partner. The General Terms and Conditions in the version valid at the time the contract is concluded shall apply. They shall also apply if the contractual partner has its own general terms and conditions and/or refers to such, unless these general terms and conditions of the contractual partner are agreed in writing upon conclusion of the contract. Individual agreements remain unaffected by the above provision.

2. Conclusion of contract

The contract between cube one GmbH and the contractual partner is concluded when cube one GmbH confirms the conclusion of the contract in writing, by telex, verbally or by telephone. Written offers (letter, fax, e-mail) from cube one GmbH are binding for a period of 30 days after the offer has been sent.

The contract is concluded when the customer places an order in person, by telephone or in text form (e.g. letter, fax, e-mail). The company cube one GmbH is entitled to reject the customer’s contractual offer within one week. Acceptance can be declared by the provision of the service or, if the content of the order is the delivery of goods, by the delivery of the goods, or in all cases also by cube one GmbH confirming acceptance of the customer’s order in any other way. The contract is concluded upon acceptance.

3. services and prices

cube one GmbH may use third parties to fulfil its performance obligations. The services provided by cube one GmbH are service contracts in accordance with § 611 ff. BGB (GERMAN CIVIL CODE). In the case of service contracts, cube one GmbH reserves the right to withdraw from the contract and may refuse further performance if the contractual partner is in default of acceptance or breaches its contractual obligations to co-operate, e.g. fails to meet agreed deadlines or fails to provide or communicate access data and passwords required for installation work. In this case, cube one GmbH is entitled to demand compensation for the resulting damages, including any additional expenses.

4. installation services

The service is provided by cube one GmbH in the office, at the location where the device is set up, via the Internet by remote software control, via verbal instructions by telephone or by e-mail instruction. The prerequisite for the installation is the unrestricted operability of the hardware system and the enclosed software. If successful installation is not possible due to hardware that was already defective at the time of installation, the work performed up to that point (travelling + working time) will be invoiced. This also applies if an installation cannot be completed because the existing environmental conditions (hardware equipment, software, spatial distances, etc.) do not meet the minimum requirements defined by the product and service provider. If additional work is necessary to create the minimum requirements (e.g. virus removal, upgrading the system, additional cabling, carrying out a data backup, etc.), this work and additional expenses (e.g. multiple journeys to the customer) will be charged additionally. Direct fault (intent or gross negligence) on the part of cube one GmbH is excluded from the aforementioned cases.

5. repair and maintenance services

The service shall be provided at the place where the appliance is installed or on the premises of cube one GmbH. In all cases, the travelling and working time required for the services provided by cube one GmbH must be paid, regardless of the result. This also applies if a fault cannot be rectified due to circumstances for which cube one GmbH is not responsible. In this respect, cube one GmbH can only be charged with intent or gross negligence. The time required shall be invoiced in all cases.

If the listed works exhibit defects that can be attributed to intentional or grossly negligent conduct by cube one GmbH, the client is entitled to request free subsequent improvement. Claims beyond this, regardless of the legal basis, are excluded. This also applies to consequential damages. Cube one GmbH shall be liable for damages or loss of items to be serviced or overhauled during the performance of services, insofar as these are based on gross negligence or intent by cube one GmbH services.

The compensation claim is in any case limited to the current market value of the item. Further claims are excluded. The client is obligated to perform regular data backups and keep their security copies up to date (daily copies). Cube one GmbH assumes no liability for data loss or data changes during or after repair or maintenance services. Upon placing the order, the client expressly confirms that they are in possession of a current data backup and will declare to cube one GmbH if this is not the case.

6. Consulting Services and Training

If needed, customers will be offered instructions and training for the installed products. The costs for these instructions will be invoiced according to the respective price quote.

Claims against cube one GmbH due to consulting errors exist only in cases of intent and gross negligence. In case of doubt, the customer is obligated to provide comprehensive and truthful information about the acquisition, installation, and/or changes to a device prior to consulting. Otherwise, the compensation claim will expire. A compensation claim also does not apply if the consulting is provided free of charge. If a customer or their personnel to be trained is absent from one or more training sessions, this does not affect cube one GmbH’s fee claim. The customer bears the risk of prevention. If withdrawal occurs during the training/consulting, this applies accordingly, with the proviso that the performed part of the services will be billed separately according to the contract provisions.

Telephone consulting is fundamentally considered working time and will be billed according to the currently valid price list, unless a different written agreement is made. Cube one GmbH must inform the customer about the valid price and billing of the consulting service in advance. In case of doubt, a consulting contract for telephone consulting is concluded upon the customer’s call to cube one GmbH. Costs incurred for a cost estimate are to be reimbursed separately after invoicing, unless otherwise agreed.

7. Delivery of Goods

In the case of direct delivery of goods to the customer, cube one GmbH has fulfilled its performance obligation upon delivery of the goods. The risk is transferred to the customer. For goods or software provided for testing or on loan, as well as goods provided for rental, these remain with the customer at their own risk; they are responsible for proper use and accidental loss. Upon request, the goods must be insured at the customer’s expense.

8. Prices

Cube one GmbH is bound by the written offer prices (letter, fax, email) for 30 days. For standard service offerings, the currently valid price list at the time of order placement by the end customer is authoritative.

9. Information Obligations

The customer is obligated to provide truthful information when ordering. If their data relevant to business processing changes, particularly name, address, email address, telephone number, bank details, they must immediately notify cube one GmbH of the changed data. If the customer omits this information or provides incorrect data from the outset, cube one GmbH may withdraw from the contract. The customer is obligated to bear costs incurred by them (e.g., travel, booking costs, etc.) insofar as they are caused by their fault. The withdrawal will be declared in writing. The written form is also maintained by sending an email.

10. Payment Obligations

Payments to cube one GmbH are due immediately without deduction, unless a separate agreement exists. The contractual partner is only entitled to offset if their counterclaims have been legally established or are undisputed between the contractual partners. The contractual partner may only exercise a right of retention if their counterclaim is based on the same contractual relationship. The client enters default at the latest if they do not make payment within 30 days of due date and receipt of the invoice.

11. Warranty and Liability

Within the statutory warranty period, the contractual partner has a claim to subsequent performance (improvement or replacement delivery). If subsequent performance fails, the contractual partner is entitled to demand reduction of remuneration (reduction) or withdraw from the contract at their discretion. The contractual partner’s warranty claims are contingent upon the buyer reporting obvious defects within one month and non-obvious defects within the statutory warranty period. Commercial legal provisions remain unaffected. The customer is obligated to allow cube one GmbH to inspect the faulty service and remedy the defect.

Cube one GmbH is liable for damages other than bodily harm that occur to the contractual partner only insofar as they are attributable to an intentional or grossly negligent breach of duty by cube one GmbH, or an intentional or grossly negligent breach of duty by a legal representative or vicarious agent of cube one GmbH.

12. Retention of Title

Cube one GmbH reserves ownership of the goods delivered by it until full payment of the invoice amount. In the event of payment default by the contractual partner, cube one GmbH is entitled to withdraw from the contract and reclaim the goods delivered. Any further default damages remain unaffected.

As long as the retention of title exists for the delivered goods, these may neither be pledged to third parties nor assigned as security. If the rights of cube one GmbH are impaired or threatened by third parties, the contractual partner must immediately notify cube one GmbH and provide all information suitable for preserving cube one GmbH’s rights. In this case, the contractual partner is obligated to point out cube one GmbH’s rights.

13. Protective Rights

The contractual partner assures and is liable to cube one GmbH that they have legally and in accordance with the relevant licensing conditions and other legal provisions acquired the data examined by cube one GmbH and any underlying software, is authorized to use them, and is furthermore authorized to make these data accessible to cube one GmbH within the scope of the order.

Cube one GmbH points out that personal data will be stored electronically to ensure proper business operations. In accordance with § 33 BDSG, we hereby inform you of the storage and transmission of personal data. Cube one GmbH commits to complying with data protection regulations to the extent that it will not assume, use itself, or pass on to third parties any data of the respective contractual partner unless legally obligated to do so.

14. Place of Jurisdiction and Final Provisions

These terms and conditions, as well as the entire legal relationships between cube one GmbH and the customer, are governed by the law of the Federal Republic of Germany as mandatorily agreed. Insofar as the customer is a full merchant within the meaning of the German Commercial Code, a legal entity under public law, or a special fund under public law, the registered office of cube one GmbH is the place of jurisdiction. However, cube one GmbH is also entitled to sue the customer at their place of residence. Unless otherwise stated in the order confirmation, the registered office of cube one GmbH is the place of performance. Should any provision in these terms and conditions or any other provision within the framework of other agreements be wholly or partially ineffective, this shall not affect the validity of all other provisions or agreements.

Klein-Winternheim, January 2024