General Terms and Conditions (GTC)

§ 1. Scope of Application

These General Terms and Conditions (hereinafter: GTC) apply to contracts concluded between the customer and Artessa Information Technology, Ostring 13 Wiesbaden, represented by Dipl.-Inf. Roman Scheibert and Dr. Xijuan Zhou, VAT ID: DE368166083, Local Court Wiesbaden, HRB 34988, (hereinafter: Artessa), unless expressly agreed otherwise in text form by e-mail between the parties.

Deviating or conflicting conditions shall not be recognized unless Artessa has expressly agreed to them in text form by e-mail.

§ 2. Proof of Entrepreneurial Status

The website and products of Artessa (www.artessa.de) are directed exclusively at entrepreneurs within the meaning of § 14 BGB (German Civil Code). Artessa may therefore require the customer to provide sufficient proof of their entrepreneurial status prior to concluding a contract, e.g. by providing their VAT identification number or other suitable evidence. The data required for this proof must be provided completely and truthfully.

§ 3. Subject Matter of the Contract

The subject matter of the contract is derived from these GTC as well as from the content of the respective order confirmation together with the associated documents referenced therein.

The scope, nature, and approved operating environment of the deliveries and services are governed by the service description provided to the customer at the time of contract conclusion (as per the order confirmation) as well as the specifications and documentation.

Deliveries and services are provided exclusively for the contractually agreed purpose and may not be used for any other purpose.

The customer's own general terms and conditions shall not become part of the contract and shall not be recognized, even if no express objection is raised.

These GTC shall always take precedence unless otherwise agreed in text form by e-mail between the contracting parties.

Due to the respective current market situation, the contractually agreed prices and delivery times are dependent on Artessa's suppliers. If Artessa receives changed delivery times and purchase prices from its suppliers, Artessa reserves the right to adjust the delivery times and prices agreed with the customer accordingly.

Artessa reserves the right to adjust prices and delivery times in the event of other market-related changes.

§ 4. Registration on the Website; Processing of Personal Data

The customer may create a customer account on the website. Upon registration, the customer chooses a personal username and password. The customer is obligated to keep their password confidential and not to make it accessible to third parties.

After the customer has received confirmation of their registration and activation, they will have access to their customer account.

Registration alone does not create any purchase obligation with respect to the goods offered by Artessa.

Information on data protection and the processing of personal data can be retrieved by the customer at the following link: https://www.artessa.de/datenschutz.

The customer may delete their registration under 'My Account' at any time. If their personal details change, customers are themselves responsible for updating them. All changes can be made online after logging in under 'My Account'.

§ 5. Formation of Contract; Contract Language

The presentation of products and goods on the website does not constitute a legally binding offer, but rather an invitation to the customer to submit an offer (invitatio ad offerendum).

The customer has the following options to obtain information about current prices for products and goods:

The customer selects the desired product on the website and submits a product price inquiry via the 'Product Price Inquiry' button. They are then redirected to the product inquiry form where they can enter their details. Artessa will then inform the customer of the requested price by e-mail.

The customer may also be redirected to their customer account via the 'Log in to view prices' button, where they can obtain information about the respective price.

If the price for the selected product is already listed on the website, the customer may make a non-binding inquiry about the product.

A binding order or conclusion of contract solely through the website shall not be established.

The contract is only concluded once the customer has received an order confirmation by e-mail from Artessa.

For the conclusion of the contract, the German language shall be exclusively applicable. Translations into other languages are provided for information purposes only. In the event of any conflict between the German text and a translation, the German text shall prevail.

§ 6. Payment Terms

Unless otherwise agreed by e-mail, the stated prices apply ex warehouse/factory, excluding packaging, loading and shipping, plus VAT at the applicable rate.

Packaging costs will be invoiced separately.

Cash discounts may only be deducted subject to a special written agreement (by e-mail).

The purchase price is payable within 14 days of delivery. For new customers or in other objectively justified cases, Artessa reserves the right to require advance payment from the customer.

Unless a fixed price has been agreed, reasonable price adjustments due to changes in labour, material and distribution costs are reserved for deliveries made 3 months or more after conclusion of the contract.

§ 7. Retention of Title

Artessa retains title to the delivered systems and items until full payment of all claims arising from the contract has been received. This also applies to all future deliveries, even if Artessa does not expressly invoke this clause. Artessa is entitled to take back the purchased goods if the customer acts in breach of contract.

The customer is obligated to handle the purchased goods with care as long as title has not yet passed to them. In particular, they are obligated to insure the goods at their own expense against theft, fire and water damage at replacement value. The customer must carry out any necessary maintenance and inspection work at their own expense and in a timely manner.

As long as title has not yet passed, the customer must notify Artessa immediately in text form if the delivered item is seized or subjected to other interventions by third parties. If the third party is unable to reimburse Artessa for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO (Code of Civil Procedure), the customer shall be liable for the loss incurred by Artessa.

The customer is entitled to resell the goods subject to retention of title in the ordinary course of business. The customer hereby assigns to Artessa the claims arising from the resale of the goods subject to retention of title against the purchaser, in the amount of the final invoice amount agreed with Artessa (including VAT). This assignment applies regardless of whether the purchased goods have been resold without or after processing. The customer remains authorized to collect the claim even after the assignment. Artessa's right to collect the claim itself remains unaffected. However, Artessa will not collect the claim as long as the customer meets their payment obligations from the proceeds received, is not in default of payment, and no application for the opening of insolvency proceedings has been filed or a suspension of payments has occurred.

The processing or transformation of the purchased goods by the customer shall always be carried out on behalf of and for Artessa. In this case, the customer's expectant right in the purchased goods shall continue in the transformed item. If the purchased goods are processed together with other items not belonging to Artessa, Artessa shall acquire co-ownership of the new item in proportion to the objective value of the purchased goods relative to the other processed items at the time of processing. The same applies in the case of commingling. If the commingling is carried out in such a way that the customer's item is to be regarded as the principal item, it shall be deemed agreed that the customer transfers proportional co-ownership to Artessa and holds the resulting sole or co-ownership in custody for Artessa.

To secure Artessa's claims against the customer, the customer also assigns to Artessa such claims as arise against a third party in connection with the combination of the goods subject to retention of title with a property; Artessa hereby accepts this assignment.

§ 8. Customer's Obligations and Duties

The customer shall ensure that suitable and necessary device environments and system prerequisites for the deliveries and services to be provided by Artessa are in place. The customer alone bears responsibility for this.

The customer must observe and implement the operating and usage instructions provided by Artessa for the installation and commissioning of the deliveries and services. The customer shall ensure that only qualified personnel handle and use Artessa's deliveries and services.

The customer shall indemnify Artessa against all claims of third parties that are based on or carried out with the customer's consent in connection with an unlawful use of a delivered product and related services. The customer shall immediately inform Artessa in writing by e-mail if third parties assert a violation of their rights in connection with a service provided by Artessa against the customer. The customer shall only conduct any dispute in this regard in agreement with Artessa.

§ 9. Delivery Terms

Unless otherwise agreed in individual cases, Artessa's deliveries are ex warehouse/factory without packaging.

If goods are dispatched to the customer at their request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch, at the latest when the goods leave the warehouse/factory. This applies regardless of whether the dispatch takes place from the place of performance or who bears the freight costs.

The shipment may, at the customer's request, be insured against theft, breakage, transport, fire and water damage as well as other insurable risks. The costs of insurance shall be borne by the customer.

If the customer is in default of acceptance or culpably breaches other obligations to cooperate, Artessa is entitled to demand compensation for the resulting damage, including any additional expenses. Further claims are reserved. The risk of accidental loss or accidental deterioration of the purchased goods shall pass to the customer at the point in time at which the customer has defaulted on acceptance or breached their other obligations to cooperate.

If the customer falls behind with their payment obligations, Artessa's delivery obligation shall be suspended, including and in particular with respect to any subsequent orders.

In the event of unforeseeable delivery obstacles (such as industrial disputes, official orders and directives, statutory regulations and ordinances, natural disasters, or delivery difficulties from suppliers), agreed delivery periods shall be extended to a reasonable extent, i.e. corresponding to the duration of the delivery obstacles.

The respective current market situation may lead to varying delivery difficulties and delays with different suppliers and manufacturers. Accordingly, delivery difficulties for which Artessa is not responsible may arise.

§ 10. Notes on Disposal and Return of Packaging

Pursuant to § 15 (1) VerpackG (German Packaging Act), Artessa is obligated to take back used, fully emptied packaging free of charge. The return takes place at Artessa's premises (address: Ostring 13, D-65205 Wiesbaden).

The return shipping costs for the packaging shall be borne by the customer.

Customers must check the statutory provisions regarding the disposal of purchased products and carry out disposal in accordance with those provisions.

§ 11. Warranty

Insofar as the customer is a merchant within the meaning of the German Commercial Code (HGB), the customer's warranty rights are subject to the customer properly fulfilling their obligations to inspect and give notice of defects as required by § 377 HGB. The customer must inspect the ordered goods immediately upon receipt and notify Artessa of any defects without delay.

Claims for defects become statute-barred after 12 months from delivery of the purchased goods to the carrier. For claims for damages based on intentional or grossly negligent breach of duty by Artessa or by a legal representative or vicarious agent of Artessa, as well as for claims for damages arising from injury to life, body or health based on an intentional or negligent breach of duty by Artessa, a legal representative or a vicarious agent of Artessa, the statutory limitation period shall apply.

In order to enable warranty processing, Artessa must first carry out a fault analysis. The customer must therefore provide Artessa with actual and technical access to the affected system (for the purpose of fault analysis).

If the delivered goods should exhibit a defect despite all care applied, which was already present at the time of the transfer of risk, Artessa shall, subject to timely notification of the defect, at its discretion repair the goods or deliver replacement goods. Artessa must always be given the opportunity to carry out supplementary performance within a reasonable period.

Defect claims shall not exist in cases of only minor deviation from the agreed condition, only minor impairment of usability, natural wear and tear, or damage arising after the transfer of risk as a result of improper or negligent handling, excessive use, unsuitable operating materials, or due to special external influences not envisaged by the contract. If improper repair work or modifications are carried out by the customer or third parties, no claims for defects shall exist in respect of these or the resulting consequences.

Defect claims are furthermore excluded if the customer or third parties remove markings, stickers and/or other labels that serve the clear identification of the product.

The customer's claims for reimbursement of expenses necessary for supplementary performance, in particular transport, travel, labour and material costs, are excluded insofar as the expenses are increased because the goods delivered by Artessa have subsequently been moved to a location other than the customer's registered place of business, unless the relocation corresponds to the intended use of the goods.

The customer's rights of recourse against Artessa shall only exist insofar as the customer has not entered into agreements with their purchaser that go beyond the statutory mandatory defect claims. The provisions of § 12 paragraph 6 shall apply accordingly to the scope of the customer's right of recourse against Artessa.

Without prejudice to Artessa's further claims, the customer shall, in the event of an unjustified notice of defect, reimburse Artessa for the expenses incurred in examining and — to the extent requested — remedying the defect.

The customer loses their warranty claim if they have modified a delivery or service or used it in a manner other than the intended or contractually agreed manner.

§ 12. Limitation of Liability

Artessa is liable for intent and gross negligence.

Furthermore, Artessa is liable for the negligent breach of obligations whose fulfilment is essential to the proper performance of the contract, whose breach endangers the achievement of the purpose of the contract, and on whose observance the customer may regularly rely. In the latter case, however, Artessa's liability is limited to the foreseeable, typically occurring damage. The same applies to breaches of duty by Artessa's vicarious agents.

The above limitations of liability shall not apply in the event of injury to life, body or health.

Liability under the German Product Liability Act (Produkthaftungsgesetz) remains unaffected.

The above provisions do not involve a change in the burden of proof to the detriment of the customer.

Artessa shall not be liable for damages incurred by the customer as a result of delivery delays or delivery difficulties, insofar as these were not attributable to Artessa and arose due to the respective market situation.

§ 13. Disposal

The customer shall dispose of the delivered devices and goods at their own expense and in compliance with statutory provisions upon end of use. This includes an indemnification of Artessa from the obligation to take back goods and the provision of return options, as well as related claims of third parties (§§ 7 et seq. ElektroG and, from 2022 onwards, also pursuant to the provisions of ElektroG2).

It is expressly agreed that claims for assumption of manufacturer obligations/return obligations and indemnification from third-party claims shall not become statute-barred before the expiry of 12 months after the final termination of device use. This period begins at the earliest upon notification of Artessa of the cessation of use in text form by e-mail.

Upon transfer of devices to commercial third parties, the customer undertakes to also obligate those third parties to properly dispose of the devices upon cessation of use, to bear the related costs, and in the event of further transfer, to impose a corresponding transfer obligation. Violations shall result in the customer's obligation to take back, dispose of, and bear the costs in respect of the relevant devices.

The customer must also comply with the further provisions of ElektroG2.

§ 14. Final Provisions

Amendments and supplements to these GTC must be made in text form (by e-mail only) and must be expressly identified as such.

The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

The place of performance and exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Wiesbaden.

Should individual provisions of these GTC be invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by mutual agreement of the contracting parties with a legally valid provision that comes closest to the economic purpose of the invalid provision. The above rule shall apply accordingly in the event of gaps in the provisions.