1. Scope

All products (hardware and software) offered by openthinclient are exclusively aimed at businesses.

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

The customer's general terms and conditions are only recognised by openthinclient with their written consent.

2. Conclusion of contract

The offers for 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 a contract for the use of the openthinclient software

A contract for which the customer is charged by openthinclient only comes into effect once the customer uses more than 49 clients and after the separate contract form, provided by openthinclient to the customer, has been signed by both parties (customer and openthinclient). Should individual stipulations conflict, the provisions in the contract form provided to the customer separately shall take precedence over the provisions of these GTC. If the customer maintains multiple locations where they use ThinClients, these are counted together to determine the aforementioned number of ThinClients.

b) Contract conclusion for hardware purchases

A purchase contract for hardware is only concluded when the customer, after completing their order via the openthinclient website,
confirmed his order by e-mail.

3. Delivery and Shipping

Delivery is subject to availability. Delivery times are specified on the relevant product pages. Should the customer request changes or additions, the delivery time will be extended by the time required to fulfil these special requests. The costs of postage and transport insurance shall be borne by the customer, whilst the choice of delivery route and method is at the sole discretion of openthinclient. The customer is obliged to inspect the goods immediately upon arrival and to notify openthinclient in writing without delay of any visible or discovered transport damage, as well as any damage to the packaging. openthinclient is entitled at any time to make partial deliveries and provide partial services.

4. Payment terms and prices

openthinclient issues invoices to the customer for the goods and services supplied. These are payable immediately. If the customer defaults on payment, openthinclient is entitled to withhold further goods and services. Unless otherwise stated, the prices quoted are net prices, to which the applicable VAT must be added.

5. Retention of title

The goods delivered shall remain the property of openthinclient until all claims arising from the contract with the customer, whether principal or incidental, have been paid in full.

The customer is obliged to take out adequate insurance cover for the goods subject to openthinclient’s retention of title (i.e. theft, fire, water damage and low-voltage insurance) and to provide openthinclient with proof of such insurance upon request. 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.

In the event of any attachment or seizure, the customer shall immediately inform openthinclient in writing and shall immediately notify third parties of openthinclient's retention of title in an appropriate manner. In the event that the customer nevertheless disposes of the delivered goods and openthinclient approves of this, the customer hereby assigns to openthinclient all claims against their buyers 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 co-operation.

Ownership of the delivered goods shall not pass to the customer until the customer has settled all outstanding claims arising from the existing business relationship with openthinclient. The customer is revocably entitled to resell the goods subject to retention of title in the ordinary course of business, but may not pledge them or assign them as security. The customer hereby assigns to us all claims arising against third parties from such resale.

6. Limitation of Liability

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

openthinclient shall not be liable for the functionality of the services in the event of power failures and failures of servers beyond its control.

Unless openthinclient is charged with wilful or grossly negligent misconduct, openthinclient shall be liable according to the statutory provisions.

Where openthinclient is alleged to have committed only a negligent breach of contract, openthinclient shall be liable only in the event of a breach of a fundamental contractual obligation on the fulfilment of which the customer may reasonably rely (cardinal obligation). Liability in this regard is limited to the amount of foreseeable damage typical for this type of contract.

Unless otherwise specified above, openthinclient shall not be liable. In particular, openthinclient shall not be liable for the loss of data of any kind if such data is deleted as a result of external attacks (so-called hacker attacks), unless otherwise provided for in the foregoing. Nor shall openthinclient be liable for any damage incurred by the customer as a result of their personal or other data being obtained and misused by third parties through so-called hacker attacks, unless otherwise provided for in the foregoing.

7. Guarantee and Warranty

openthinclient does not provide the customer with any guarantees in the legal sense, unless this has been agreed in writing.

The warranty period is one year from the date the goods are received by the customer.

If a defect arises within the warranty period, the customer is obliged to notify openthinclient of this in writing without delay. The written notice of defect must include specific details regarding the defect that has occurred. Commercial obligations to inspect and give notice of defects remain unaffected.

If the goods are defective, the type of remedy shall be determined by openthinclient.

The warranty does not cover the rectification of faults caused by normal wear and tear, external influences, repairs or modifications carried out by unauthorised third parties, or operator error, nor does it cover non-reproducible software faults for which openthinclient is not responsible.

The warranty shall lapse if the customer refuses to allow repairs to be carried out or, without openthinclient’s consent, modifies equipment, components or ancillary equipment themselves or have them modified by third parties, unless the customer can provide full proof that the defects in question were not caused, either wholly or in part, by such modifications and that the rectification of the defects is not made more difficult by the modification.

Within the scope of its warranty obligations, openthinclient may repair or replace defective devices, components, accessories, or parts. To the extent required for this purpose, the customer shall remove programs and components (including their application programs, data, storage media, modifications, and attachments) prior to exchange.

8. Software

The following provisions also apply to contracts relating to software:

openthinclient makes considerable efforts through regular quality assurance measures, support, and updates to achieve the greatest possible freedom from defects in its software products. As is generally known, it is nonetheless almost impossible to develop completely error-free software. Consequently, the customer only has a right to withdraw from the contract or request a price reduction if a software defect proves to be not merely insignificant and immaterial to the overall contracted scope of services.

openthinclient will install the software and provide updates at the customer’s request, subject to a separate charge.

9. Set-off

Set-off against the purchase price claim is only possible for the customer with recognised or legally established counterclaims.

10. Miscellaneous

No side agreements have been made. Contract supplements only become effective if they are confirmed in writing by openthinclient.

The place of performance for payments by the customer, as well as for deliveries and services by openthinclient, with the exception of any services to be rendered by openthinclient on-site at the customer's premises by agreement, is Stuttgart.

The exclusive place of jurisdiction for all disputes is Stuttgart. German law applies.