Table of contents

1. Scope of application
2. Conclusion of contract
3. Prices and terms of payment
4. Delivery and dispatch conditions
5. Granting of rights of use for digital content
6. Condition of the goods
7. Force majeure
8. Delay in performance at the customer's request
9. Retention of title
10. Liability for defects / warranty
11. Liability
12. "No-Russia clause" / "No-Belarus clause"
13. Statute of limitations
14. Retention, assignment
15. Applicable law, place of jurisdiction, contract language

1) Scope of application

1.1 These General Terms and Conditions of the company Cybertrading GmbH (hereinafter referred to as "Seller") shall apply to all contracts concluded between a trader (hereinafter referred to as "Client") and the Seller by means of distance communication (e.g. telephone, fax, e-mail, letter) and exclusively by individual communication. The inclusion of the Customer's own terms and conditions is hereby rejected, unless otherwise agreed.

1.2 These General Terms and Conditions shall also apply exclusively if the Seller carries out the delivery to the Customer without special reservation in the knowledge that the Customer's terms and conditions conflict with or deviate from these Terms and Conditions.

1.3 These GTC apply accordingly to contracts for the provision of digital content, unless expressly agreed otherwise.

1.4 An entrepreneur within the meaning of these GTC is a natural or legal person or a partnership with legal capacity who or which, when entering into a legal transaction, acts in exercise of his or its trade, business or profession.

1.5 Entrepreneurs within the meaning of these GTC are also public authorities or other organisations under public law if they act exclusively under private law when concluding the contract.

2) Conclusion of contract

The customer can send a non-binding enquiry to the seller by telephone, fax, e-mail, letter or via an online contact form that may be available on the seller's website. At the customer's request, the seller shall send the customer a binding offer to sell the goods previously selected by the customer from the seller's product range by e-mail, fax or letter. The customer can accept this offer by submitting a declaration of acceptance to the seller by fax, e-mail or letter or by paying the purchase price offered by the seller within a reasonable acceptance period specified by the seller in the offer, whereby the day of receipt of the offer is not included in the calculation of the period. The date of receipt of payment by the seller is decisive for acceptance by payment. If the last day of the period for acceptance of the offer falls on a Saturday, Sunday or a public holiday recognised by the state at the customer's place of business, the next working day shall take the place of such a day. If the customer does not accept the seller's offer within the aforementioned period, the seller shall no longer be bound by his offer and may freely dispose of the goods again.

3) Prices and terms of payment

3.1 The prices quoted by the Seller are net prices and do not include statutory VAT. Packaging and shipping costs, loading, insurance (in particular transport insurance), customs duties and taxes shall be charged separately where applicable.

3.2 Various payment options are available to the customer, which are communicated to him in the seller's offer.

3.3 For deliveries to countries outside the European Union, further costs may be incurred in individual cases for which the seller is not responsible and which are to be borne by the customer. These include, for example, costs for the transfer of money by credit institutions (e.g. transfer fees, exchange rate fees) or import duties or taxes (e.g. customs duties). Such costs may also be incurred in relation to the transfer of funds if the delivery is not made to a country outside the European Union, but the customer makes the payment from a country outside the European Union.

3.4 If advance payment by bank transfer has been agreed, payment shall be due immediately after conclusion of the contract, unless the parties have agreed a later due date.

3.5 If the payment method purchase on account is selected, the purchase price is due after the goods have been delivered and invoiced. In this case, the purchase price must be paid within 7 (seven) days of receipt of the invoice without deduction, unless otherwise agreed. The seller reserves the right to offer the payment method purchase on account only up to a certain order volume and to reject this payment method if the specified order volume is exceeded. The seller also reserves the right to carry out a credit check when selecting the payment method purchase on account and to reject this payment method if the credit check is negative.

3.6 A payment shall be deemed to have been received as soon as the equivalent value has been credited to one of the Seller's accounts. In the event of default of payment, the Seller shall be entitled to default interest in the amount of 10 percentage points above the respective base interest rate. The seller's other statutory rights in the event of default of payment by the customer remain unaffected by this. If claims are overdue, incoming payments shall first be offset against any costs and interest and then against the oldest claim.

3.7 Should unforeseeable cost increases occur (e.g. currency fluctuations, unexpected price increases by suppliers, etc.), the Seller shall be entitled to pass on the price increase to the Customer. However, this shall only apply if the delivery is agreed to be made later than four months after the conclusion of the contract.

4) Delivery and dispatch conditions

4.1 Unless otherwise agreed, goods shall be delivered by dispatch to the delivery address specified by the customer.

4.2 The Seller is authorised to make partial deliveries insofar as this is reasonable for the Customer. In the case of permissible partial deliveries, the Seller shall also be entitled to issue partial invoices.

4.3 The Seller reserves the right to withdraw from the contract in the event of incorrect or improper self-delivery. This shall only apply in the event that the Seller is not responsible for the non-delivery and the Seller has concluded a specific covering transaction with the supplier with due care. The seller shall make every reasonable effort to procure the goods. In the event of non-availability or only partial availability of the goods, the customer will be informed immediately and the consideration will be refunded without delay.

4.4 The risk of accidental loss and accidental deterioration of the goods sold shall pass to the customer as soon as the seller has handed over the goods to the forwarding agent, carrier or other person or organisation designated to carry out the shipment. This also applies if the seller bears the costs of transport. Transport insurance shall only be taken out at the special request and for the account of the customer.

4.5 In the event that the dispatch of the goods to the customer is delayed for reasons for which the customer is responsible, the transfer of risk shall take place upon notification of readiness for dispatch to the customer. Any storage costs incurred after the transfer of risk shall be borne by the customer.

5) Granting of rights of use for digital content

5.1 Unless otherwise stated in the Seller's offer, the Seller grants the Customer the non-exclusive right, unlimited in time and place, to use the content provided for business purposes.

5.2 The transfer of content to third parties or the creation of copies for third parties outside the scope of these GTC is not permitted unless the seller has agreed to the transfer of the contractual licence to the third party.

5.3 The granting of rights shall only become effective once the customer has paid the remuneration owed in full. The seller may also provisionally authorise the use of the contractual content before this time . Such provisional authorisation does not constitute a transfer of rights.

6) Condition of the goods

We deliver goods and devices in various states. New goods, refurbished goods and used goods. Unless otherwise agreed, the following characteristics therefore apply to the respective conditions:

6.1 New: These are new, unused goods. Unless explicitly agreed and offered, we reserve the right to deliver items that have the following characteristics:

• It is possible that no manufacturer's warranty can be claimed. This is where our guarantee comes into play.
• It cannot be guaranteed that the latest hardware and software versions will be used.
• The packaging may have already been opened. (NOB = New Open Box)
• An identical device from another manufacturer is supplied.
• The device no longer has its original packaging from the manufacturer (bulk goods).
• Some accessories such as cables, screws or operating instructions are missing.
• The devices do not always fulfil the requirements to be included in a maintenance contract with the original manufacturer.
• The manufacturer's original box may have optical defects, provided that the condition of the device is not affected.

6.2 Refurbished: These are used devices, often without original packaging, which have been technically checked, professionally cleaned and refurbished. The devices offer all the functions of a corresponding new device. All data from the previous owner has been deleted in an audit-proof manner. Minor visual defects may occur. Unless explicitly agreed and offered, we reserve the right that:

• Suitable basic accessories are supplied either by the original manufacturer or 3rd party manufacturer.
• Extended accessories or operating instructions are not included in the scope of delivery.
• Items with designations such as spare, renew, excess refurbished, refresh, remanufactured, which are placed on the market directly by the manufacturer, can also be supplied.

6.3 Used: These are used devices without original packaging that have not been technically and visually inspected for damage. The devices often show signs of wear and tear and no functional reliability can be guaranteed. The data may not have been deleted properly.

7) Force majeure

In the event of force majeure affecting the fulfilment of the contract, the Seller shall be entitled to postpone the delivery for the duration of the hindrance and, in the event of longer-term delays, to withdraw from the contract in whole or in part, without any claims against the Seller being able to be derived from this. Force majeure shall be deemed to be all events that are unforeseeable for the Seller or events that - even if they were foreseeable - are beyond the Seller's control and whose effect on the fulfilment of the contract cannot be prevented by reasonable efforts on the part of the Seller. Any statutory claims of the customer remain unaffected.

8) Delay in performance at the customer's request

If dispatch or delivery of the goods is delayed at the customer's request by more than one month after notification of readiness for dispatch, the customer may be charged a storage fee of 0.5% of the purchase price for each additional month or part thereof, up to a maximum of 5% of the purchase price. The contracting parties are at liberty to provide evidence of higher or lower damages.

9) Retention of title

9.1 The Seller retains title to the delivered goods until the purchase price owed has been paid in full. Furthermore, the seller retains ownership of the delivered goods until all of its claims arising from the business relationship with the customer have been fulfilled.

9.2 If the delivered goods are processed, the Seller shall be deemed to be the manufacturer and shall acquire ownership of the newly created goods. If the processing is carried out together with other materials, the Seller shall acquire ownership in the ratio of the invoice value of its goods to that of the other materials. If, in the case of the combination or mixing of the Seller's goods with an item belonging to the Customer, the latter is to be regarded as the main item, co-ownership of the item shall pass to the Seller in the ratio of the invoice value of the Seller's goods to the invoice value or, in the absence of such, to the market value of the main item. In such cases, the customer shall be deemed to be the custodian.

9.3 The customer may neither pledge nor assign by way of security items subject to retention of title or reservation of rights. The customer is only permitted to resell in the ordinary course of business as a reseller on condition that the customer has effectively assigned to the seller his claims against his buyers in connection with the resale and the customer transfers ownership to his buyer subject to payment. By concluding the contract, the customer assigns his claims in connection with such sales against his buyers to the seller as security, who accepts this assignment at the same time.

9.4 The customer must immediately notify the seller of any access to the goods owned or co-owned by the seller or to the assigned claims. He shall immediately transfer to the Seller any amounts assigned to the Seller and collected by him, insofar as the Seller's claim is due.

9.5 If the value of the Seller's security interests exceeds the amount of the secured claims by more than 10%, the Seller shall release a corresponding portion of the security interests at the Customer's request at .

10) Liability for defects / warranty

If the purchased item is defective, the provisions of statutory liability for defects shall apply. Deviating from this applies:

10.1 An insignificant defect does not justify any claims for defects and does not entitle the customer to refuse acceptance of the goods. If a part of the goods has a not insignificant defect, this does not entitle the customer to complain about the entire delivery. Anything to the contrary shall only apply in the event that the partial delivery is of no interest to the customer. In addition, payments by the customer may only be withheld to an extent that is in reasonable proportion to the material defect that has occurred. If the item is provided free of charge, the seller shall only be liable for defects if he is guilty of intent or gross negligence.

10.2 Claims for defects shall not arise in the event of natural wear and tear or damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable operating materials or due to special external influences that are not provided for in the contract. If improper modifications or repair work are carried out by the customer or third parties, no claims for defects shall exist for these and the resulting consequences, unless the customer can prove that the fault complained of was not caused by these modifications or repair work.

10.3 For new goods, the limitation period for claims for defects is one year from delivery of the goods.

10.4 In the case of used goods, rights and claims due to defects are excluded.

10.5 The aforementioned limitations of liability and shortening of the limitation period shall not apply

• for items that have been used for a building in accordance with their normal use and have caused its defectiveness,
• for claims for damages and reimbursement of expenses by the customer,
• in the event that the seller has fraudulently concealed the defect, and
• for the right of recourse according to § 445a BGB.

10.6 In the event of subsequent fulfilment, the seller has the right to choose between repair or replacement.

10.7 If a replacement delivery is made as part of the liability for defects, the limitation period shall not begin again.

10.8 If the subsequent fulfilment is carried out by way of a replacement delivery, the customer is obliged to return the goods first delivered to the seller within 30 days. The return parcel must contain the reason for the return, the customer name and the number assigned for the purchase of the defective goods, which enables the seller to allocate the returned goods. As long as and to the extent that it is not possible to allocate the returned goods for reasons for which the customer is responsible, the seller is not obliged to accept the returned goods and to refund the purchase price. The customer shall bear the costs of reshipment.

10.9 If the Seller delivers a defect-free item for the purpose of subsequent fulfilment, the Seller may claim compensation for use from the Customer in accordance with Section 346 (1) BGB. Other statutory claims remain unaffected.

10.10 If the customer acts as a merchant within the meaning of § 1 of the German Commercial Code (HGB), he shall be subject to the commercial obligation to inspect and give notice of defects pursuant to § 377 HGB. If the customer fails to fulfil the notification obligations regulated therein, the goods shall be deemed approved.

11) Liability

The Seller shall be liable to the Customer for all contractual, quasi-contractual and statutory claims, including claims in tort, for damages and reimbursement of expenses as follows:

11.1 The Seller shall be liable without limitation for any legal reason

• in the event of intent or gross negligence,
• in the event of wilful or negligent injury to life, limb or health,
• on the basis of a guarantee promise, unless otherwise agreed,
• due to mandatory liability such as under the Product Liability Act.

11.2 If the Seller negligently breaches a material contractual obligation, liability shall be limited to the foreseeable damage typical for the contract, unless liability is unlimited in accordance with the above clause. Essential contractual obligations are obligations which the contract imposes on the seller according to its content in order to achieve the purpose of the contract, the fulfilment of which is essential for the proper execution of the contract and on the observance of which the customer may regularly rely.

11.3 Any further liability of the Seller is excluded.

11.4 The above liability provisions shall also apply with regard to the Seller's liability for its vicarious agents and legal representatives.

12) "No-Russia clause" / "No-Belarus clause"

12.1 The customer may not (re)sell, (re)export or otherwise supply or transfer goods received from us, either directly or indirectly, to any natural or legal person, organisation or entity ("POE") in Russia or Belarus or for use in Russia or Belarus if the goods in question are listed in an annex to Regulation (EU) No. 833/2014 containing goods whose sale, supply, transfer or export to POEs in Russia or Belarus or for use in Russia or Belarus is prohibited, or in other EU lists of goods for which Regulation (EU) No 833/2014 provides for the same prohibitions (in particular Annex I to Regulation (EU) 2021/821 and Annex I to Regulation (EU) No 258/2012).

12.2 If the goods purchased from us are (re)sold to third parties, (re)exported or otherwise delivered or transported to third parties, the customer shall oblige these third parties to also comply with the obligation under clause (1) and to pass this obligation on to their customers.

12.3 In the event of a breach of clauses (1) or (2) by the customer, we may terminate the contract with immediate effect by written notice to the customer; claims for damages by the customer arising from or in connection with the termination of this contract in accordance with this clause are excluded. In addition, in the event of a breach of clauses (1) or (2) by the customer, we may demand a contractual penalty of 5% of the purchase price from the customer, and the customer shall indemnify us against all costs or other damages (in particular third-party claims, fines, immaterial damages) arising from the customer's non-compliance with clauses (1) and (2), unless the customer proves that it is not responsible for the breach. The contractual penalty shall be offset against claims for damages.

12.4 We reserve the right to make the delivery of goods dependent on the receipt of a conclusive end-use certificate issued by the end user.

12.5 If we have justified doubts about the customer's compliance with clauses (1) and (2), we may refuse delivery to the customer until these doubts have been resolved to our satisfaction. Claims of the customer against us for delay or non-fulfilment due to the elimination of such doubts are excluded, unless there is intent and gross negligence on our part.

12.6 We are entitled to check the whereabouts of the goods delivered to the customer retrospectively. For this purpose, the customer shall provide us with the necessary documents and evidence at our request. Insofar as this is possible, we shall also be entitled to check the whereabouts of the goods by means of on-site inspections or to commission third parties to carry out on-site inspections. We are entitled to terminate the contract in whole or in part by written notice to the customer if the customer fails to provide the requested information and documents or refuses to allow an on-site inspection to be carried out by us or a third party commissioned by us, unless the customer can prove to us why it cannot provide the requested documents or information or why it is not possible or reasonable to carry out the on-site inspection. In the event of cancellation in accordance with this clause, we shall be entitled to reimbursement of the costs for the work already carried out up to this point in time. Claims for damages by the customer against us arising from or in connection with the termination of this contract in accordance with this clause are excluded.

13) Statute of limitations

Claims of the customer against the seller shall become time-barred - with the exception of the claims regulated under the item "Liability for defects / Warranty" - one year after knowledge of the facts giving rise to the claim, but no later than five years after performance of the service, unless unlimited liability applies in accordance with the above clause.

14) Retention, assignment

14.1 The customer's rights of retention and rights to refuse performance are excluded, unless the seller does not dispute the underlying counterclaims or these have been legally established.

14.2 An assignment of claims arising from the contract concluded with the customer by the customer, in particular an assignment of any claims for defects by the customer, is excluded.

15) Applicable law, place of jurisdiction, contract language

15.1 The law of the Federal Republic of Germany shall apply to all legal relationships between the parties to the exclusion of the laws on the international purchase of movable goods.

15.2 If the customer acts as a merchant, a legal entity under public law or a special fund under public law with its registered office in the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract shall be the registered office of the seller. If the customer is domiciled outside the territory of the Federal Republic of Germany, the seller's place of business shall be the exclusive place of jurisdiction for all disputes arising from this contract if the contract or claims arising from the contract can be attributed to the customer's professional or commercial activity. In the above cases, however, the seller is in any case entitled to appeal to the court at the customer's place of business.

15.3 The contract language is German.