AVIDES - General Terms and Conditions for Entrepreneurs

General terms and conditions for entrepreneurs

§ 1 Scope
(1) These terms and conditions contain the terms and conditions exclusively applicable between you and us, Avides Media AG, unless they are modified by written agreement between the parties.
We do not accept any deviating or conflicting conditions unless we have expressly agreed to them.
(2) Our General Terms and Conditions shall also apply if we make delivery to the customer in advance despite knowing that the customer's terms and conditions are contrary to or deviate from our terms and conditions of sale and delivery.
carry out without reason.
(3) Our General Terms and Conditions apply only to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB).
(4) To the extent that we maintain an ongoing business relationship with the customer, our General Terms and Conditions shall also apply to all future transactions with the customer.
(5) Changes to these terms and conditions will be communicated to you in writing by fax or email. If you do not object to these changes within four weeks of receiving the notification, the changes will be deemed to have been accepted by you.
acknowledged. In the event of changes to the terms and conditions, you will be separately informed of your right of revocation and the legal consequences of remaining silent.

§ 2 Offer, conclusion of contract
Our offers are non-binding. If your order qualifies as an offer in accordance with Section 145 of the German Civil Code (BGB), we can accept this offer within two weeks. The contract only comes into effect with our written confirmation and in accordance with its content or through delivery.

§ 3 Prices and payment conditions
(1) Unless otherwise agreed in writing or confirmed by us in writing, all payments upon delivery must be made net plus the applicable statutory VAT without any deductions in cash (cash on delivery or personal delivery). In other cases, the purchase price is due upon ordering by advance payment or by immediate bank transfer. Checks, bills of exchange and money orders are not accepted.
(2) Prices are ex works without packaging, unless otherwise agreed, plus the statutory value added tax applicable on the day of delivery.
(3) The customer shall only be entitled to a right of set-off or retention if his counterclaim is undisputed or recognised by us, has been legally established or is ready for decision.
(4) If the purchase contract concluded with the customer is reversed on our part due to the customer's delay in paying for the goods, the customer must generally pay the damages we usually incur in the amount of 8.5% of the net invoice amount. The customer is permitted to prove that we have suffered no damage or that the damage is significantly lower. We are permitted to prove that greater damage has been incurred.

§ 4 Delivery time
(1) We deliver the goods in accordance with the agreements made with you. Any shipping costs incurred will be shown separately on the invoice. Delivery dates and delivery periods are only binding if they have been confirmed by us in writing.
(2) If we do not deliver the goods or do not deliver them in accordance with the contract, you must grant us a grace period to perform the service.
(3) In the event of industrial action, particularly strikes and lockouts, or in the event of unforeseen obstacles beyond our control, such as force majeure or non-delivery, the delivery period shall be extended accordingly. The same applies if the circumstances mentioned occur at our suppliers.
If it becomes impossible for us to fulfil the contract in whole or in part for the reasons mentioned above, we shall be released from our obligation to deliver. We are not responsible for the circumstances mentioned above, even if they occur during a delay that already exists.
(4) If the collection of the goods has been agreed with the customer and the customer agrees to collect the goods
is in default, we can charge you a flat rate of EUR 5.00 per calendar day and pallet space per day, up to a maximum of EUR 15,000 in total, as well as a flat rate handling fee of EUR 30.00. The customer is permitted to prove that we have suffered no damage or that the damage is significantly lower. We are permitted to prove that greater damage has been suffered.

§ 5 Transfer of risk and shipping
(1) Unless otherwise stated in the order confirmation, delivery is agreed “ex works”.
(2) The risk of accidental loss or accidental deterioration of the purchased item passes to the customer as soon as the goods leave our factory or warehouse. If shipment is delayed due to circumstances for which the customer is responsible, the risk passes to the customer from the day the goods are ready for shipment.
(3) If the customer does not accept the contractual object within the agreed time limit, we are entitled to grant the customer a reasonable grace period for acceptance. After the grace period has expired, we are entitled to otherwise dispose of the contractual object.
to dispose of the status.

§ 6 Data deletion
The purchaser undertakes to immediately delete any data still present on the used hard drives and storage media sold to him.

§ 7 Defects and warranty
(1) If the delivered goods are defective, you are entitled to demand subsequent performance within the framework of the statutory provisions. We have the right to choose the type of subsequent performance. If subsequent performance fails, you are entitled to reduce the purchase price or withdraw from the contract. The prerequisite for any warranty rights is that you properly fulfill all inspection and complaint obligations owed under Section 377 of the German Commercial Code (HGB). In the case of visible defects, the complaint must be received by us in writing (including by fax) within one week of receipt of the service. Hidden defects must also be reported in writing (including by fax) within two weeks of their discovery.
(2) The goods in question must be returned to us in the original or equivalent packaging for inspection.
(3) The limitation period for warranty claims for the delivered goods shall be 12 months from receipt of the goods, except in the case of claims for damages.

§ 8 Limitation of Liability
(1) We are liable for intent and gross negligence. We are also liable for the negligent breach of obligations, the fulfillment of which makes the proper execution of the contract possible in the first place, the breach of which endangers the achievement of the purpose of the contract and on whose compliance you as a customer regularly rely. In the latter case, however, we are only liable for foreseeable damages typical of the contract. We are not liable for the slightly negligent breach of obligations other than those mentioned in the preceding sentences.
(2) The above exclusions of liability do not apply in the event of injury to life, body or health. Liability under the Product Liability Act remains unaffected.
(3) To the extent that our liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.

§ 9 Retention of title
(1) The goods remain our property until full payment has been made. If you are more than 10 days late with payment, we have the right to withdraw from the contract and reclaim the goods.
(2) You are entitled to resell the goods subject to retention of title in the ordinary course of business. In this case, however, you hereby assign all claims to us in the amount of the invoice amount of our claim.
from such a resale, regardless of whether this takes place before or after any processing of the goods delivered under retention of title. Irrespective of our authority to collect the claim ourselves,
You are also authorized to collect the claim after the assignment. However, we will not collect the claim as long as and to the extent that you meet your payment obligations, do not fall into arrears, do not file for insolvency proceedings and do not cease payments. If this is the case, we can demand that you inform us of the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents and inform the debtors of the assignment.

§ 10 "NO RE-EXPORT TO RUSSIA" CLAUSE
(1) The Buyer shall not transfer any goods delivered under or in connection with this contract which are
falling within the scope of Article 12g of Regulation (EU) No 833/2014, directly or indirectly in the Russian Federation.
ration or for use in the Russian Federation.
(2) The Buyer shall use its best endeavours to ensure that the purpose of paragraph (1) is not frustrated by third parties further down the chain of trade, including possible resellers.
(3) The buyer shall establish and maintain an appropriate monitoring mechanism to detect any conduct by third parties further down the supply chain, including possible resellers, which would frustrate the purpose of paragraph (1).
(4) Any breach of paragraphs (1), (2) or (3) shall constitute a material breach of an essential element of this Agreement and Seller shall be entitled to appropriate remedies, including but not limited to:
(i) termination of this Agreement; and
(ii) a penalty of 30% of the total value of this Agreement or the price of the goods exported, whichever is higher.
(5) The Buyer shall be obliged to inform the Seller without delay of any problems in the application of paragraphs (1), (2) or (3), including any relevant activities of third parties that frustrate the purpose of paragraph (1)
The Buyer is obliged to provide the Seller with information on compliance with the obligations under paragraphs 1, 2 and 3 within two weeks of a simple request.

§ 11 Final provision
(1) Any changes or additions to these Terms and Conditions must be made in writing. This also applies to the cancellation of this written form requirement.
(2) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
(3) The place of performance is our respective company location. The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is, depending on the value of the matter, the District Court of Rotenburg (Wümme) or the Regional Court of
court of Verden (Aller).