(1) Unless expressly agreed otherwise in writing, these General Terms and Conditions of Business (hereinafter "GTC") shall apply to all business relationships between us, xplace GmbH, Tuchmacherweg 12, 37079 Göttingen, Germany (entered in the Commercial Register of the Local Court of Göttingen under Commercial Register Number HRB 3649) and our customers in connection with the sale or rental of the physical digital signage solutions offered by us (hereinafter "Hardware"), the rental of software offered by us (hereinafter together "Goods") and the provision of the services listed in these GTC. The GTC shall also apply if no separate reference is made to them in each case when our offers are adapted, irrespective of the form. These GTC apply exclusively to companies, legal entities under public law or special funds under public law within the meaning of §§ 14, 310 of the German Civil Code (BGB). The version of these GTCs applicable at the time of the conclusion of the contract shall be authoritative.
(2) The customer's general terms and conditions of business shall not apply in principle unless we expressly agree to their validity in writing. Terms and conditions that deviate from our GTC shall not become part of the contract even if the order is accepted and executed without reservation.
(3) The general provisions of Section 1 ("General Provisions") and Section 3 ("Final Provisions") shall apply to all business relationships within the meaning of Paragraph 1. For the provision of software on a rental basis, services in connection with assembly/installation under a contract for work and services as well as other services including on-site services, the special provisions from Section 2 ("Special Provisions") shall apply with priority.
1.2 Conclusion of Contract/ Acceptance of Order
(1) Our offers are subject to change unless and insofar as we have given express written assurances. Contracts shall in principle only come into existence through a written order confirmation or through the dispatch of the goods or the performance of the service owed.
(2) Due to the continuous technical development and improvement of our goods and services, we reserve the right to make changes in design and execution compared to the information provided in our offers, provided that these changes are only insignificant and ensure at least the same quality of our goods and services; this applies in particular to the extent that such changes serve to maintain the ability to deliver.
(3) We reserve the right to transfer the provision of our own services or parts thereof to third party service providers or vicarious agents for independent performance.
(1) Delivery periods and dates communicated by us shall only be deemed to have been agreed as binding if they have been expressly confirmed by us in writing. Otherwise, the notified periods and dates shall only be deemed to be approximate delivery dates. The delivery period begins at the earliest with our order confirmation, but not before the customer has provided the necessary information and handed over the required documents. In the event of a bindingly agreed delivery deadline, the deadline shall be deemed to have been met if the delivery item is dispatched before the deadline expires or the customer is notified of readiness for dispatch in accordance with prior agreement.
(2) All agreed delivery periods are subject to correct and timely self-delivery, insofar as and to the extent that we are not responsible for the non-delivery. In the event of non-availability or only partial availability, we shall inform the customer immediately. In the event of delays in delivery due to force majeure or other operational disruptions for which we are not responsible, the respectively agreed delivery period shall be extended to a reasonable extent. We shall notify the customer immediately of the occurrence of such events which result in considerable delays in delivery. In cases where we are demonstrably responsible for non-compliance with agreed delivery periods, the customer shall be entitled, after setting a grace period of at least four  weeks, to withdraw from the contract in respect of all deliveries which have not yet been dispatched at the expiry of the grace period or about whose respective readiness for dispatch the customer has not yet been informed.
(3) Partial deliveries are permissible to an extent that is reasonable for the customer, unless expressly agreed otherwise in writing.
1.4 Shipping and transfer of risk
(1) Deliveries by us shall generally be made ex works or ex warehouse to the location specified by the customer within the scope of the order. The costs for packaging and shipping shall be borne by the customer. Unless otherwise agreed, we shall determine the type of dispatch, the dispatch route and the company commissioned with the dispatch at our reasonable discretion. For cross-border goods traffic, we shall only make the deliveries available for collection "EXW Göttingen" (Incoterms® 2010), unless otherwise agreed in the individual case.
(2) Unless otherwise agreed, the risk shall pass to the customer upon conclusion of a contract of sale or a contract for work and materials at the time the goods are handed over to the forwarder or carrier, but no later than when they leave the factory or the warehouse. This shall also apply in the event that we bear the shipping costs in deviation from paragraph 1. The handover shall be deemed to have taken place if the customer is in default of acceptance of the goods. If the dispatch of the goods is delayed due to circumstances for which the customer is responsible, the risk shall pass to the customer as soon as the goods are ready for dispatch. Partial deliveries shall be deemed to be independent deliveries for the purposes of the passing of risk. In the event of default in acceptance, the customer shall bear the associated costs, in particular any return and storage costs.
1.5 Prices / Terms of payment
(1) Unless otherwise agreed, the prices notified by us shall apply ex works or ex warehouse plus the statutory value added tax (VAT). Invoices are generally due immediately without any deduction. The credit entry on our account is decisive. A discount may only be deducted with our express written consent. Order changes or additions after order confirmation, in particular changes to our goods and services in construction and design at the customer's request, entitle us to adjust the price. Any additional costs shall be borne by the customer. Licence fees, in particular for software solutions and content, shall be invoiced annually in advance in the absence of any agreement to the contrary. If the parties agree on a service contract for services to be provided, these shall be settled by the customer paying a monthly fee in advance, unless otherwise agreed. Technician assignments within the scope of an on-site service shall be invoiced to the customer separately for each individual case, unless these are explicitly agreed as a service obligation in the service contract.
(2) In the event of default in payment, rebates, discounts and other benefits agreed in individual cases shall become invalid. We reserve the right to demand advance payment in the event of default in payment and/or to assert a right of retention with regard to further performance. If, after conclusion of the contract, we become aware of circumstances which are likely to reduce the creditworthiness of the customer and to jeopardise our claims against the customer, all claims shall become due for payment immediately, irrespective of any payment terms granted. Such circumstances also entitle us to carry out outstanding deliveries or services only against securities or to withdraw from the contract. In the event of a delay in payment, we shall be entitled to charge the customer interest on arrears in the amount of currently 9 % points above the base interest rate (§ 288 BGB). Further claims for damages remain unaffected.
(3) The customer shall only be entitled to a right of retention as well as the right of set-off insofar as its counterclaims against our payment claim are undisputed or have been legally established.
(4) If the agreed delivery time is more than four  months, we reserve the right to change our prices appropriately if, after conclusion of the contract, there are demonstrably significant cost reductions or increases, for example due to collective wage agreements or changes in the price of materials. If the price increases by more than 20 %, the customer shall be entitled to withdraw from the contract.
1.6 Retention of title
(1) All goods delivered by us in the course of concluding a purchase contract shall remain our property ("reserved goods") until full payment of all claims arising from the business relationship with the customer, including all ancillary claims. In the event of conduct by the customer in breach of the contract, in particular default of payment, we shall be entitled to demand surrender of the goods subject to retention of title and to revoke any rights of use granted in respect of hardware and software provided on a rental basis or content provided on a rental basis. The assertion of the claim for return shall only constitute a withdrawal from the contract if we expressly declare this in writing.
(2) Until the transfer of ownership of purchased goods, the customer is obliged to treat them with care and to store them free of charge. The customer is also obliged to insure the goods adequately at replacement value against fire, water and theft damage at his own expense.
1.7 Notice of defects, warranty and liability
(1) The warranty period under purchase law is generally one  year and begins on the day of handover. If repairs or subsequent delivery are carried out within the framework of a guarantee voluntarily granted by us, this shall not trigger a new start of the warranty period. The buyer must inspect the delivered goods immediately after handover for defects, condition and, if applicable, warranted characteristics. Obvious defects must be notified to us in writing within ten  calendar days of handover; otherwise the goods received shall be deemed to have been approved. If a non-obvious defect becomes apparent at a later date, the customer shall be entitled to notify us in writing of the defect within ten  calendar days of discovery; otherwise the goods shall be deemed to have been approved also in view of this defect. § Section 377 of the German Commercial Code (HGB) shall remain unaffected in each case. The defective delivery items shall be returned to us in the condition in which they are at the time of the discovery of the defect or shall be kept available for inspection at our discretion. Only the delivery note shall be authoritative for the scope and object of the delivery. If the actual delivery according to the delivery note does not correspond to the offer previously accepted by the customer, the delivered goods shall be deemed to have been approved by the customer if he accepts them without reservation and does not object in writing within the above-mentioned period.
(2) In the event of a justified complaint, we shall decide at our reasonable discretion whether to rectify the defective goods or to make a replacement delivery. Multiple rectifications are permissible. We shall bear the expenses necessary for the rectification of defects, unless this is associated with disproportionately high costs (Section 439 (3) BGB). The customer is obliged to grant us a reasonable period of time for the required subsequent performance (rectification or replacement delivery). If the subsequent performance has finally failed, the customer is entitled to withdraw from the contract or to demand a reduction at his discretion.
(3) The warranty is excluded for such damage that is not attributable to our performance, for example as a result of normal wear and tear or defective installation and assembly work carried out by the customer or its vicarious agents, defective commissioning, defective and/or negligent handling or maintenance as well as improper stress.
(4) We shall be liable without limitation in the event of intent, gross negligence, culpable injury to life, limb or health as well as within the scope of guarantees assumed in writing and mandatory liability under the Product Liability Act (ProdHaftG). In addition, we shall be liable in the event of a breach of essential contractual obligations, i.e. obligations the fulfilment of which is essential for the proper performance of the contract and on the fulfilment of which the customer regularly relies and may rely, as well as in the absence of warranted characteristics. Liability is in each case limited to the damage foreseeable at the time of conclusion of the contract and typical for the contract. Notwithstanding the aforementioned cases, our liability - in particular for damages in addition to or in lieu of performance, for tort, for compensation for other direct or indirect damage, including incidental or consequential damage, and for compensation for futile expenses - is excluded. The aforementioned limitations of liability also apply to the personal liability of our legal representatives, employees and when using vicarious agents.
(5) If the customer does not take receipt of the delivered goods although he would be obliged to do so, or if we voluntarily take back the goods at the customer's request ("goodwill return"), we shall be entitled, at our discretion, to demand liquidated damages in the amount of 20 % of the total price originally owed in accordance with the order confirmation instead of a specific calculation of damages. The same shall apply if we take back goods in exercise of our rights under the reservation of title (clause 6). The customer reserves the right to prove any lesser damage. We, on the other hand, reserve the right to demand demonstrably higher damages. Shipping costs within the scope of the return shall be borne by the customer.
(6) Insofar as the customer has been granted a warranty by us, all warranty claims in respect of the goods provided shall lapse if the customer or a third party carries out modification or repair work on the goods without our approval. Statutory warranty claims shall remain unaffected in accordance with the conditions of these GTC.
1.8 Intellectual Property Rights/ Intellectual Property
(1) All intellectual property rights (in particular copyrights, trademark rights, design rights and other industrial property rights) to the delivered goods including individual components and spare parts, the software including the source code and its components, the content, the work results and other components of our services belong to us or third parties. Likewise, the designs, samples, drawings, etc. produced by us remain our intellectual property.
(2) Any rights of the customer to the third-party content and technologies provided by him remain unaffected. The customer shall indemnify us against any claims of third parties based on the unlawful use of technologies provided by the customer or specified by the customer (e.g. software, hardware components) and/or third-party content provided and, if applicable, installed or integrated in our goods, software or services on the customer's instruction or request. This also includes the reimbursement of costs of necessary legal representation.
(3) Unless otherwise agreed, we shall be exclusively entitled to all copyrights and other industrial property rights or other rights to the performance and work results of whatever kind (including the right to register as a patent, design or trademark) achieved by us within the scope of the business relationship. However, we shall subsequently transfer to the customer a revocable, simple, non-exclusive right of use to the respective performance or work result for the duration of the business relationship. The transfer shall be free of charge, as it is compensated by the customer's payment of the prices stated in the order confirmation.
(1) The customer shall indemnify us against claims of third parties which are based on an unlawful use of the goods provided by us, including the software provided, or which result from data protection law, copyright law or other legal disputes caused by the customer which is associated with a corresponding use. This also includes the reimbursement of costs of necessary legal representation.
(2) We have no influence on content that the customer himself enters into the systems provided by us and, if applicable, broadcasts via these. The customer therefore bears full responsibility for their legal admissibility. For the broadcasting of various contents, such as a pay-TV offer, a separate contract must be concluded with the respective third-party provider. Insofar as contractually agreed, we provide services for the goods provided by us, but not for the services agreed between the third-party provider and the customer. The customer hereby indemnifies us against any claims - in particular from infringements of copyright or competition law - asserted against us by a third party on the basis of an unlawful use by the customer of the goods distributed by us. This also includes the reimbursement of costs of necessary legal representation.