General Terms and Conditions of Rosch Computer GmbH

§ 1. Scope of Application

1. These general terms and conditions (hereinafter: GTC) apply to contracts concluded between the customer and Rosch Computer GmbH, Ostring 13, D-65205 Wiesbaden, represented by Dipl.-Inform. Roman Scheibert, VAT-ID: DE212530423, Amtsgericht Wiesbaden, HRB 17823 (hereinafter: Rosch), unless explicitly agreed otherwise in writing via email between the parties.
2. Deviating or conflicting conditions are not recognized unless Rosch has explicitly agreed to them in writing via email.

§ 2. Proof of Entrepreneur Status

Rosch's website and products (https://www.rosch-computer.de/) are exclusively aimed at entrepreneurs within the meaning of § 14 BGB. Rosch may therefore require the customer to sufficiently prove their entrepreneurial status before concluding a contract, e.g., by providing their VAT ID or other suitable proof. The customer must provide all necessary data completely and truthfully for this proof.

§ 3. Subject of the Contract

1. The subject of the contract is determined by these GTC as well as the content of the respective order confirmation and the documents referenced therein.
2. The scope, characteristics, and approved operating environment of the deliveries and services are based on the service description provided to the customer at the time of contract conclusion (according to the order confirmation) as well as the specifications and documentation.
3. Deliveries and services are provided solely for the contractually agreed purpose and must not be used for any other purpose.
4. The customer's general terms and conditions do not become part of the contract and are not recognized, even if they are not expressly objected to.
5. These GTC apply, insofar as nothing else is agreed in writing via email, always with priority.
6. Due to the current market situation, the contractually agreed prices and delivery times depend on Rosch's suppliers. If Rosch receives altered delivery times and purchase prices from its suppliers, Rosch reserves the right to adjust the agreed delivery times and prices accordingly.
7. Rosch reserves the right to adjust prices and delivery times in case of other market-related changes.

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

1. The customer can create a customer account on the website. By registering, the customer chooses a personal username and password. The customer is obliged to keep their password secret and not disclose it to third parties.
2. After the customer receives confirmation of their registration and activation, they will have access to their customer account.
3. Registration alone does not create any obligation to purchase regarding the products offered by Rosch.
4. Information about data protection and the processing of personal data can be accessed by the customer via the link https://www.rosch-computer.de/datenschutz.
5. The customer can delete their registration at any time under "My Account." If their personal details change, the customer is responsible for updating them. All changes can be made online after logging in under "My Account."

§ 5. Formation of the Contract; Language of Contract

1. The presentation of products and goods on the website does not constitute a legally binding offer but rather an invitation for the customer to make an offer (invitatio ad offerendum).
2. The customer has the following options to inquire about current prices of 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 will then be redirected to the inquiry form where they can enter their data. Rosch will inform the customer of the requested price via email.
   • The customer can also be directed to their customer account via the "Register for Price Display" button and obtain the respective price there.
   • If the price for the selected product is already provided on the website, the customer can request the product without obligation.
3. No binding order or contract conclusion is made solely via the website.
4. The contract is only concluded once Rosch sends an order confirmation via email to the customer.
5. Only the German language is applicable for the conclusion of the contract. Translations into other languages are provided solely for informational purposes. In case of contradictions between the German text and the translation, the German text shall prevail.

§ 6. Payment Terms

1. If not agreed otherwise via email, the prices listed are ex warehouse/ex works, exclusive of packaging, loading, and shipping, plus applicable VAT.
2. Packaging costs will be billed separately.
3. The deduction of discounts (Skonto) is only permitted based on a written (email) special agreement.
4. The purchase price is due within 14 days after delivery. For new customers or in other justifiable cases, Rosch reserves the right to require prepayment.
5. If no fixed price agreement has been made, reasonable price adjustments due to changed wages, material, and distribution costs remain reserved for deliveries made 3 months after contract conclusion or later.

§ 7. Retention of Title

1. Rosch retains ownership of the delivered equipment and items until full payment of all claims arising from the contract. This also applies to all future deliveries, even if Rosch does not explicitly invoke this right. Rosch is entitled to repossess the purchased goods if the customer breaches the contract.
2. The customer is obliged to handle the purchased item with care until ownership is transferred. In particular, they must insure it against theft, fire, and water damage at their own expense at its replacement value. Necessary maintenance and inspection work must be performed by the customer on time and at their own expense.
3. Until ownership is transferred, the customer must immediately inform Rosch in writing if the delivered item is seized or subjected to third-party access. If the third party cannot reimburse Rosch for court and extrajudicial costs of legal action according to § 771 ZPO, the customer is liable for Rosch's resulting loss.
4. The customer is authorized to resell the retained goods in the normal course of business. The claims arising from the resale of the retained goods are already assigned to Rosch in the amount of the invoice total (including VAT). This assignment applies regardless of whether the item is sold without or after processing. The customer remains authorized to collect the receivable even after the assignment; Rosch’s authority to collect remains unaffected. Rosch will not collect the receivable as long as the customer meets their payment obligations from the received proceeds, is not in default, and no insolvency application has been filed or payment suspension has occurred.
5. Processing or restructuring of the purchased goods by the customer always occurs on behalf of and in the name of Rosch. In such cases, the customer's rights to the modified item continue. If the purchased item is processed with other items not belonging to Rosch, Rosch acquires co-ownership in the new item in proportion to the objective value of the purchased item compared to the other processed items at the time of processing. The same applies to mixing. If mixing results in the customer's item being considered the main thing, it is agreed that the customer transfers Rosch proportionally co-ownership and holds the sole ownership or co-ownership for Rosch, respectively.
6. To secure claims against the customer, the customer also assigns to Rosch claims arising from the connection of the retained goods with a property against a third party; Rosch already accepts this assignment.

§ 8. Customer's Duties and Obligations

1. The customer shall ensure that suitable and necessary environmental conditions and system requirements are available for the deliveries and services to be provided by Rosch. They alone are responsible for this.
2. The customer must observe and implement the instructions provided by Rosch for installation and commissioning. They must ensure that only qualified professionals handle and operate the deliveries and services of Rosch.
3. The customer must indemnify Rosch from all third-party claims based on unlawful use of a delivered product and related services or accepted by the customer. The customer shall immediately inform Rosch in writing via email if third parties assert rights against them in connection with an Rosch service. The customer shall only conduct any disputes in this context with Rosch's consent.

§ 9. Delivery Conditions

1. Unless otherwise agreed in individual cases, deliveries from Rosch are understood to be ex warehouse/ex works without packaging.
2. If the goods are shipped at the customer's request, risk of accidental loss or deterioration of the goods passes to the customer upon dispatch, at the latest when leaving the warehouse/plant. This applies regardless of whether the shipment occurs from the place of performance or who bears the freight costs.
3. Upon request, the shipment can be insured against theft, breakage, transport, fire, water damage, and other insurable risks. The insurance costs are borne by the customer.
4. If the customer is in default of acceptance or negligently breaches other cooperation obligations, Rosch is entitled to claim damages, including any additional expenses. Further claims are reserved. The risk of accidental loss or deterioration of the purchase item passes to the customer once they are in default of acceptance or have breached other cooperation obligations.
5. If the customer defaults on their payment obligations, Rosch's delivery obligation is suspended, including for any subsequent orders.
6. Unforeseeable delivery obstacles (such as strikes, official orders, legal regulations, natural disasters, supplier difficulties) extend the delivery periods by an appropriate amount, corresponding to the duration of the obstacle.
7. The current market situation may lead to varying delivery difficulties and delays from different suppliers and manufacturers. Rosch cannot be held responsible for such external delivery issues.

§ 10. Disposal and Return of Packaging

1. According to § 15 Abs. 1 VerpackG, Rosch is obliged to accept used, residual-empty packaging free of charge. The return takes place at Rosch's location (Address: Ostring 13, D-65205 Wiesbaden).
2. The customer bears the costs for the return shipment of the packaging.
3. Customers must review the legal regulations regarding disposal of purchased products and dispose of the products in accordance with legal requirements.

§ 11. Warranty

1. In the case of a merchant within the meaning of the German Commercial Code (HGB), warranty rights depend on the customer's proper fulfillment of their examination and complaint obligations pursuant to § 377 HGB. The customer must examine the goods without delay after receipt and notify Rosch immediately of any defects.
2. Claims for defects expire after 12 months from the transfer of the goods to the transport person. For damages based on intentional or grossly negligent breach of duty by Rosch or on the intentional or grossly negligent breach by a legal representative or vicarious agent of Rosch, as well as damages from injury to life, body, or health arising from such breaches, the statutory limitation applies.
3. To enable warranty, Rosch must first conduct a fault analysis. Therefore, the customer must provide Rosch with access to the affected system, both physically and technically, for fault analysis purposes.
4. If the delivered goods show a defect existing at the time of risk transfer despite due diligence, Rosch will, at its discretion, repair or replace the goods, provided the defect is reported within the warranty period. Rosch must be given the opportunity for subsequent performance within a reasonable period.
5. Warranty claims do not exist for minor deviations from the agreed quality, minor impairments of usability, natural wear and tear, or damages caused after risk transfer due to improper or negligent handling, excessive stress, unsuitable operating resources, or external influences not provided for in the contract. Repair attempts or changes made improperly by the customer or third parties also exclude warranty claims for these and resulting damages.
6. Claims for defects are also excluded if markings, labels, or other identifiers are removed by the customer or third parties, which serve to clearly identify the product.
7. Customer claims for the expenses required for subsequent performance, especially transport, travel, labor, and material costs, are excluded if these costs increase because the delivered goods have been moved to a different location than the customer's branch, unless the relocation is in accordance with their proper use.
8. The customer’s recourse claims against Rosch are only valid insofar as the customer has not made agreements with their customer exceeding the legally mandated warranty claims. The scope of the recourse claim against Rosch also follows the regulations of this paragraph 12, paragraph 6.
9. Without prejudice to further claims of Rosch, if the customer makes an unjustified defect claim, they must reimburse Rosch for the costs incurred for inspection and, if requested, for rectification.
10. The customer loses their warranty rights if they change the delivery or use the service in a manner other than the intended or contractually agreed.

§ 12. Limitation of Liability

1. Rosch is liable for willful misconduct and gross negligence.
2. Rosch is also liable for the negligent breach of duties essential to the proper execution of the contract, whose violation jeopardizes the achievement of the contract’s purpose and on which the customer may regularly rely. In the latter case, Rosch's liability is limited to the foreseeable, contract-typical damage. The same applies to breaches of duty by Rosch's vicarious agents.
3. The above liability exclusions do not apply to injuries to life, body, or health.
4. Liability under the Product Liability Act remains unaffected.
5. These provisions do not change the burden of proof to the disadvantage of the customer.
6. Rosch is not liable for damages incurred by the customer due to delivery delays or delivery difficulties, provided these are not attributable to Rosch and are due to the current market situation.

§ 13. Disposal

1. The customer shall dispose of the delivered devices and goods after use at their own expense and in accordance with legal regulations. Hereby, Rosch is released from the obligation to accept returns and provide return options, as well as from claims of third parties (§§ 7 ff. ElektroG and, as of 2022, also according to ElektroG2).
2. It is expressly agreed that claims regarding the assumption of manufacturer responsibilities/return obligations and indemnification from third-party claims do not expire until 12 months after the final termination of device use. This period begins no earlier than upon Rosch's written notification of the termination of use via email.
3. When devices are transferred to commercial third parties, the customer commits to also obligate these third parties to dispose of the devices properly after use, bear the related costs, and include an obligation to re-transfer if re-placed. Violations will result in the customer’s obligation to return, dispose of, and bear costs for the relevant devices.
4. The additional regulations of ElektroG2 must also be observed by the customer.

§ 14. Final Provisions

1. Amendments and supplements to these GTC require written form (email only) and must be explicitly marked as such.
2. The law of the Federal Republic of Germany applies, excluding the UN Sales Convention.
3. The place of performance and exclusive jurisdiction for all disputes arising from or in connection with this contract is Wiesbaden.
4. If individual provisions of these GTC are invalid, the validity of the remaining provisions shall not be affected. The invalid provision will be replaced by a legally effective provision that comes closest to the economic purpose of the invalid one. The above regulation applies accordingly to gaps in the contract.

Version: December 2021