General Terms and Conditions of Business and Delivery
of openthinclient gmbh

1. scope of application

(1) All products offered by openthinclient (hardware and software) are aimed exclusively at entrepreneurs, as are these GTC.

(2) These General Terms and Conditions apply exclusively to all contracts between openthinclient gmbh, Heilbronner Str. 150, 70191 Stuttgart (hereinafter referred to as openthinclient) and the customer, insofar as the latter is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB).

(3) openthinclient shall only recognize the customer's general terms and conditions of business if it agrees to them in text form.

2. conclusion of contract

The offers of individual services on the openthinclient website do not constitute a binding offer to conclude a contract. Contracts between openthinclient and the customer are only concluded in accordance with the following provisions:

a) Conclusion of contract for the use of the openthinclient software
aa) Free use
(1) openthinclient shall provide the customer with the openthinclient software („software“) for up to 24 clients free of charge. The free provision is voluntary and can be discontinued or changed by openthinclient at any time with effect for the future. The customer is not entitled to free use.

(2) In the case of free use, the customer shall have no claim to support, error correction, updates, upgrades or other maintenance services. openthinclient may provide such services voluntarily without this giving rise to a future legal claim on the part of the customer.

(3) The software provided free of charge is made available to the customer „as is“ and „as available“. openthinclient does not guarantee that the software is free of errors, runs without interruption or is suitable for specific purposes.

(4) The customer bears the sole risk for the installation, operation and operating environment of the software.

(5) The customer is responsible for the proper installation, backup and operation of the software. In particular, the customer must take suitable security measures (e.g. data backups, access protection).

(6) openthinclient reserves the right to discontinue the provision of the free software at any time with reasonable notice (at least 14 days) or to replace it with a paid version. The customer is not entitled to any claims from this.

bb) Chargeable use
(1) If the customer wishes to use 25 or more clients, a separate contract must be concluded in writing. The contract form will be sent to the customer by openthinclient on request.

(2) The costs for the use of the software are set out in this contract.

(3) The provisions in the contract form sent separately to the customer shall take precedence over the provisions of these GTC if individual provisions should contradict each other.

(4) If the customer maintains several locations at which it uses Thin Clients, these shall count together towards the relevant aforementioned number of Thin Clients.

b) Conclusion of contract for the purchase of hardware
A purchase contract for hardware is only concluded when openthinclient confirms the customer's order by e-mail after it has been placed via the openthinclient website.

3. delivery and shipping

(1) Delivery will only be made while stocks last.

(2) The delivery times can be found on the respective product pages.

(3) In the event that the customer requests changes or additions, the delivery time shall be extended by the time required to implement the special requests.

(4) The customer shall bear the costs of shipping and transport insurance, whereby the choice of shipping route and shipping method shall be at the discretion of openthinclient.

(5) The customer is obliged to inspect the goods immediately on arrival and to notify openthinclient immediately and in text form of any recognizable or discovered transport damage and any damage to the packaging.

(6) openthinclient is entitled to make partial deliveries and render partial services at any time.

4 Terms of payment and prices

(1) openthinclient shall issue invoices to the customer for the respective deliveries and services provided. These are due for payment immediately.

(2) If the customer is in default of payment, openthinclient shall be entitled to withhold further deliveries and services.

(3) Unless otherwise stated, the prices quoted are net prices plus the applicable value added tax.

5. reservation of title

(1) The delivered goods shall remain the property of openthinclient until full payment of all claims of openthinclient arising from the contract with the customer in the main and secondary matter.

(2) The customer shall adequately insure the items subject to retention of title in its usual insurance cover (e.g. business or inventory insurance), insofar as this is economically reasonable. In the event of damage, the customer's insurance claim for items subject to openthinclient's retention of title shall be deemed to have been assigned to openthinclient.

(3) In the event of seizure or confiscation, the customer must inform openthinclient immediately in text form and inform third parties of openthinclient's retention of title immediately in a suitable form. In the event that the customer nevertheless sells the delivery items and openthinclient should approve this, the customer shall assign all claims against its customers to openthinclient upon conclusion of the contract. The customer is obliged to provide openthinclient with all information required to assert these rights and to provide the necessary cooperation.

(4) Ownership of delivered goods shall not pass to the customer until the customer has settled all claims arising from the existing business relationship with openthinclient.

(5) The customer is revocably entitled to resell the reserved goods in the ordinary course of business subject to retention of title, but not to pledge them or assign them as security. The customer hereby assigns all claims against third parties arising from the resale.

6. limitation of liability

(1) The following limitation of liability shall not apply in the event of injury to life, limb or health of the customer or in the event of liability under the Product Liability Act.

(2) openthinclient shall not be liable for the functionality of the lines to servers, in the event of power failures and in the event of failures of servers that are not within its sphere of influence.

(3) If openthinclient is accused of intentional or grossly negligent fault, openthinclient shall be liable in accordance with the statutory provisions.

(4) Insofar as openthinclient is only accused of a negligent breach of contract, openthinclient shall only be liable in the event of a breach of a material contractual obligation on the observance of which the customer may regularly rely (cardinal obligation). The amount of liability is limited to the foreseeable damage typical of the contract.

(5) Unless otherwise stipulated above, openthinclient's liability is excluded. In particular, openthinclient shall not be liable for the loss of data of any kind if it is deleted by external attacks (so-called hacker attacks), unless otherwise stated above. Nor is openthinclient liable for damages incurred by the customer as a result of his personal or other data being obtained and misused by third parties through so-called hacker attacks, unless otherwise stated above.

7 Guarantee and warranty

(1) openthinclient does not assume any guarantees in the legal sense, unless expressly designated as a „guarantee“ in text form.

(2) The warranty period shall be one year from receipt of the goods and/or installation of the software by the customer.

(3) If a defect occurs within the warranty period, the customer is obliged to notify openthinclient of this immediately in text form. As part of this notification of defects, specific details of the defect must be provided. Commercial inspection and notification obligations remain unaffected.

(4) If the goods are defective, the type of subsequent performance shall be in accordance with openthinclient.

(5) The warranty does not cover the elimination of errors caused by normal wear and tear, external influences, repairs and modifications by unauthorized third parties or operating errors, or non-reproducible software errors for which openthinclient is not responsible.

(6) The warranty shall lapse if the customer refuses to have repairs carried out or modifies devices, elements or additional equipment itself or has them modified by third parties without the consent of openthinclient, unless the customer provides full proof that the defects still in question were not caused either in whole or in part by such modifications and that the rectification of defects is not made more difficult by the modification.

(7) openthinclient may repair or replace defective devices, elements, additional equipment or parts within the scope of its warranty obligation. To the extent necessary for this, the customer shall remove programs and components (including its application programs, data, data carriers, modifications and attachments) before the replacement.

8. software

(1) The following additional provisions shall apply to contracts for software:

(2) openthinclient undertakes considerable efforts through regular quality assurance measures, support and updates in order to achieve the greatest possible freedom from defects in the software products. However, as is generally known, it is almost impossible to develop completely fault-free software. The customer therefore only has the right to withdraw from the contract or reduce the price if a program error proves to be not only insignificant and insignificant for the overall contractual performance.

(3) The installation and updates of the software shall be undertaken by openthinclient at the customer's request for a separate charge.

9. set-off

The customer may only offset the purchase price claim against recognized or legally established counterclaims.

10. other

(1) No ancillary agreements have been made. Amendments to the contract shall only be effective if they are confirmed by openthinclient in text form.

(2) The place of performance for payments by the customer and for deliveries and services by openthinclient, with the exception of any services to be provided by openthinclient on the customer's premises as agreed, is Stuttgart.

(3) The exclusive place of jurisdiction for all disputes is Stuttgart. German law shall apply.