These terms and conditions apply to business with NETsec GmbH & Co. KG – hereinafter called NETsec – by corporate clients in the B2B sector. General terms and conditions of the customer do not apply unless expressly otherwise stated in the contract by a separate written agreement between the parties.
1. Offer and contract conclusion
NETsec’s product offers are ‘invitationes ad offerendum’, requests to the customers to submit a contract offer, or order, to NETsec.
A contract becomes effective by NETsec confirming or executing the customer order.
2. Additional agreements and contractual amendments
Additional agreements, assurances and contract amendments that deviate from the product range need written agreement.
Unless otherwise agreed, delivery is at the customer’s expense by parcel service or forwarding.
For contracts involving the purchase of hardware or software without further services of NETsec – especially installation -, the risk of loss or deterioration of the goods or delay in delivery is passed to the customer by handing the goods over to the shipping company.
4. Supplier’s Terms and Conditions
As far as the delivery of a NETsec supplier’s hardware or software is the subject matter of the contract, the general terms and conditions of this supplier apply to the respective contract. In case of conflicting clauses, the conditions of NETsec apply. The respective conditions of the suppliers can be requested from NETsec.
5. Reservation of delivery
If NETsec proper is not supplied although NETsec has placed an identical order with a reliable supplier, NETsec shall be released from the obligation to perform and may withdraw from the contract. NETsec shall inform the customer about any non-availability of the service and refund any payment already made by the customer without undue delay. Then the customer may also withdraw. In this case the customer shall not be entitled to any further claims against NETsec.
6. Retention of title
Delivered goods remain property of NETsec until the customer has paid all of NETsec’ demands emerging from the contract.
The customer undertakes to treat the purchase with care as long as ownership has not been transferred yet. If maintenance or inspection has to be carried out, the customer may do so on time at own expenses. If the delivered object is impounded or exposed to other interference by third parties, the customer shall inform NETsec in writing without undue delay attaching a valid address of said third party, as long as the ownership has not been transferred. If the third party is not able to refund to NETsec the judicial and extrajudicial costs of a complaint according to §771 ZPO, the customer shall be liable for any loss incurred to NETsec.
The customer shall be entitled to resell the reserved goods in the ordinary course of business. The customer shall resign any demands of the acceptor from reselling the reserved good to NETsec up to the amount of NETsec’s due invoice (including VAT). This cession shall apply no matter whether the purchased goods have been resold without or after processing. The customer shall remain entitled to collect the receivable even after cession. NETsec’s power to collect the receivable independently shall remain unaffected. NETsec will not collect the receivable, however, as long as the customer pays any debts from the collected proceeds, is not in default and has neither applied for opening of insolvency proceedings nor has suspended payment.
If the product is combined with other items, NETsec shall be co-owner of the combined item in proportion to the objective value of the individual components.
NETsec undertakes to release the securities due to the customer’s request if their value exceeds the secured claims by more than 20%.
The prices in the product offers are gross prices and given in euro.
All payments must be made within the payment deadline indicated on the invoice. If a customer fails to pay till the deadline, this customer shall be in default without warning. In case of default, the customer owes interests of 8 percentage points above the base interest rate.
9. Offsetting, cession, retention
The customer may offset only with demands that are either legally ascertained or approved by NETsec. The customer may furthermore resign only such demands. The customer can assert a right of retention right only if the counterclaim emerges from the same contractual relationship.
10. Fault warranty and liability
The customer’s warranty rights presuppose compliance with obligations regarding investigation and complaint according to §377 Trade Act (HGB).
Any warranty claims expire 12 months after the product has been delivered to the customer. The legal period of limitation applies to compensation claims in case of intention and gross negligence or injury to life, limb or health that are based on culpable or careless neglect of duties by NETsec.
NETsec’s consent must be obtained before returning any goods.
If, despite all due care, the delivered goods contain a defect that has already existed at the time of transfer of risk, NETsec will amend the product, subject to timely notice of the defect, either by repair or delivery of a spare product. NETsec shall always be granted a chance to remedy within an adequate term.
If the remedy fails, the customer may – regardless of any compensation claims – withdraw from the contract or reduce the reimbursement.
Warranty claims are excluded in cases of insignificant deviations from the agreed quality, of only minor impairment of usefulness, of natural wear and tear or of any damages that occur after the transfer of risk from faulty or negligent treatment, excessive stress or unsuitable equipment. If the customer or third parties perform repair works or modifications improperly, no warranty claims shall apply to these intrusions and any resulting consequences.
Claims of the customer that emerge from expenses owing to remedies, in particular transport, travel, labour and material costs, are excluded if the expenses increase because the delivered goods have been subsequently transported to a location other than the customer’s branch unless such transport corresponds to the intended use.
NETsec shall not be liable for any damages to software or hardware or property originating from its services unless these are owed to grossly negligent or wilful act of NETsec or its agents or legal representatives. NETsec shall be fully liable for damages to health, limb or life. NETsec shall also be fully liable for breach of obligations which are conducive to achieving the contractual purpose (cardinal duties), liability shall in this case be limited to the amount of typically predictable damage.
11. Applicable law and jurisdiction
Business between NETsec and its customers is subject to German law excluding the CISG.
Jurisdiction for all claims from the contractual relationship is the registered office of NETsec.
12. Severability clause
Should individual clauses of these terms and conditions be invalid or unenforceable, this shall not affect the validity of the remaining provisions. Instead of the invalid or unenforceable clause, the statutory provisions shall apply.