1. General information

Our deliveries, services and offers are made exclusively on the basis of these general terms and conditions. They shall also apply to all future deliveries, services and offers, even if their validity has not been expressly agreed again. At the latest with the acceptance of our deliveries and services, these General Terms and Conditions shall be deemed accepted. Any conflicting terms and conditions of purchase of our customers shall expressly not apply. We expressly object to counter-confirmations of our customers with reference to our own terms and conditions of business or purchase. Deviating agreements with our employees as well as other agreements are only effective if they are confirmed in writing by an authorized representative of Cybertronics-EU GmbH.

2. Offers and conclusion of contract

Our offers are always subject to change without notice and non-binding, i.e. they are in any case to be understood as an invitation to submit an offer. Orders shall not be deemed to have been accepted until they have been confirmed by us in writing or have been implicitly accepted by the delivery of the ordered goods. The delivery note or the goods invoice shall then be deemed to be the order confirmation.

3. Prices and terms of payment

Price lists and other advertising documents are subject to change and non-binding.
Prices are based on the current price list, which can be changed at any time. Unless otherwise stated, the prices shown are EURO prices plus the applicable statutory value-added tax, plus shipping and transport costs, as well as freight insurance for parcel delivery ex warehouse Schwetzingen. The purchase price is due immediately upon collection or delivery of the goods against cash on delivery for payment in cash. Deviating terms of payment require a separate written agreement. Each payment will be booked on the oldest outstanding invoice, unless Cybertronics-EU GmbH determines otherwise. Obvious miscalculations or spelling mistakes entitle us to the correction, also with already provided and by the customer with the original amount settled calculations.
Only undisputed or legally established claims entitle the customer to offset. The customer can only assert a right of retention if it is based on claims from the same contract.
Default interest shall be charged at 8% above the respective base interest rate of the European Central Bank. They shall be set higher or lower if we prove a charge with a higher interest rate or if the customer proves a charge with a lower interest rate. Possibly agreed discounts will not be granted if the customer is in default with the payment of earlier deliveries.

If the customer is in default, Cybertronics-EU is entitled, after prior reminder, to take back the goods, if necessary to enter the customer's premises and take the goods away. Cybertronics-EU is entitled to prohibit the customer from removing the goods until the purchase price has been paid. If, after conclusion of the contract, the seller becomes aware of facts, in particular default in payment with regard to earlier deliveries, which, according to dutiful commercial discretion, indicate that the purchase price claim is endangered by the buyer's lack of ability to pay, we shall be entitled, after setting a reasonable period, to demand payment from the buyer, at our discretion, concurrently with payment, appropriate securities or cash in advance and, in the event of refusal, to withdraw from the contract, whereby the invoices for partial deliveries which have already taken place shall become due immediately.

4. Delivery time, special items, re-marketing goods

Delivery periods and dates are only binding if they have been confirmed in writing by Cybertronics-EU. Delivery periods begin to run from confirmation.
Delays in delivery and performance due to force majeure, war, riot, strike, lockout or similar events beyond our control will initially result in a reasonable extension of the delivery period, insofar as these circumstances can be proven to have a considerable influence on the delivery of the sold item. The mentioned circumstances suspend the Cybertronics-EU GmbH for the duration of the hindrance from the delivery obligations entered into. This also applies if such hindrances occur at the supplier of Cybertronics-EU GmbH or its sub-suppliers. The seller shall inform the buyer of the beginning and end of such hindrances as soon as possible. The buyer can demand a declaration from the seller as to whether he wants to withdraw or deliver within a reasonable period of time. The seller himself has the right to withdraw from the contract after a reasonable waiting period even without this requirement. If the seller does not declare himself immediately upon the request, the buyer may withdraw from the contract. Claims for damages are excluded in these cases.

The seller is only liable with regard to timely delivery for intent and gross negligence with regard to his own fault and that of his vicarious agents. He shall not be liable for the fault of his suppliers. However, the seller is obliged to assign to the buyer any claims he may have against his suppliers upon request. In the event of a delay in delivery for which the Seller is responsible, the Buyer shall, at the Seller's request, declare within a reasonable period of time whether he still insists on delivery or withdraws from the contract due to the delay and/or claims damages instead of performance. In the case of all special items (remarketing goods), delivery shall only be made while stocks last. If the stock is exhausted, the service of the Cybertronics-EU GmbH is considered impossible and releases the Cybertronics-EU GmbH from the delivery obligation. We will inform the customer as soon as possible about the non-availability of the goods and reimburse consideration as soon as possible. Further claims cannot be asserted.

5. Transfer of risk and acceptance

Any services which go beyond the provision for collection are pure courtesy. Cybertronics-EU GmbH does not claim or assume any liability for such services. Loading and dispatch of the goods are carried out uninsured (exception parcel dispatch) at the risk of the recipient. The risk passes to the customer upon notification of readiness for collection, at the latest upon provision of the goods. The conclusion of a forwarding transport insurance is in principle incumbent on the customer. Cybertronics-EU GmbH takes out transport insurance for the customer (exception: collectors) - without there being any obligation to do so. The costs shall be borne by the customer (item 3). Partial deliveries are permitted to a reasonable extent. The customer has the obligation to accept the ordered goods, provided that these are not afflicted with obvious technical defects. If the customer refuses to accept the ordered goods, Cybertronics-EU GmbH may set the customer a reasonable period of grace in writing, stating that Cybertronics-EU GmbH will refuse to fulfill the contract after the period has expired. After unsuccessful expiration of the period of grace, we are entitled to withdraw from the contract by written declaration or to claim damages. It is not necessary to set a grace period if the customer seriously and finally refuses acceptance or if it is obvious that he is unable to pay the purchase price within the grace period. If we demand damages in accordance with the previous paragraph, this shall amount to 15% of the agreed purchase price (profit margin). The amount of damages shall be set higher or lower if we prove higher damages or the customer proves lower damages.

6. Retention of title

The delivered goods shall remain our unrestricted property until complete settlement of all - including future - claims of the seller plus interest and costs. It shall be stored separately from other goods. In the case of a current account, the reserved property shall secure the seller's balance claim. This applies in particular to legal entities under public law, special funds under public law and merchants for whom the purchase contract belongs to the operation of a commercial enterprise. The customer is obliged to insure and keep insured the reserved goods at his own expense. He hereby assigns to us for the insured event all claims against the insurer up to the amount of our claim. In the event of access by third parties to the goods subject to retention of title, the buyer shall draw attention to the seller's ownership and inform the seller immediately. If he fails to do both, this constitutes a breach of contract which obliges him to pay damages. The customer is entitled to resell or process the purchased goods in the ordinary course of business, provided that we give our written consent. If the reserved goods are processed by the purchaser into a new movable object, the processing shall be carried out for the seller without the seller being obliged to do so; the new object shall become the property of the seller. In the event of processing together with goods not belonging to the Seller, the Seller shall acquire co-ownership of the new item in proportion to the value of the reserved goods to the other goods at the time of processing. If the reserved goods are combined, mixed or blended with goods not belonging to the Seller pursuant to §§ 947, 948 BGB, the Seller shall become co-owner in accordance with the statutory provisions. If the buyer acquires sole ownership through combination, mixing or blending, he hereby transfers co-ownership to the seller in proportion to the value of the reserved goods to the other goods at the time of combination, mixing or blending. In such cases, the Buyer shall store the goods owned or co-owned by the Seller, which shall also be regarded as reserved goods within the meaning of the above conditions, free of charge. If reserved goods are sold alone or together with goods not belonging to the seller, the buyer hereby assigns, i.e. at the time the contract is concluded, the claims arising from the resale in the amount of the value of the reserved goods or, in the case of processing prior to sale, in the amount of the value of the seller's co-ownership share with all ancillary rights and priority over the remainder; the seller accepts the assignment. The value of the reserved goods is the invoice amount of the seller. If the resold reserved goods are co-owned by the Seller, the assignment of the claims shall extend to the amount corresponding to the Seller's share in the co-ownership. Pledging or assignment by way of security of the seller's property to third parties is not permitted. The Buyer hereby assigns to the Seller by way of security all claims (including all current account balance claims) arising from the resale or any other legal reason (e.g. insurance/unerl. action) with regard to the reserved goods.

The seller revocably authorises the buyer to collect the claims assigned to the seller for the seller's account in his own name. The seller will not make use of his own right to collect as long as the buyer meets his payment obligations, also towards third parties. At the Seller's request, the Buyer shall name the debtors of the assigned claims and notify them of the assignment; the Seller shall also be authorised to notify the debtors of the assignment itself. If the value of the securities exceeds our claims by more than 20%, we shall release securities of our choice at the customer's request. In the event of breach of contract on the part of the customer - in particular default in payment or other breaches of his obligations under the retention of title - we shall be entitled, without prejudice to our other claims, to demand the return of the goods subject to retention of title and, after giving written notice and setting a reasonable deadline, to sell the goods in the best possible way by private sale, offsetting the proceeds from the sale against the purchase price. The customer shall bear all costs of taking back and using the object of the contract. The exercise of the reservation of title by us in the event that the customer does not fulfil his obligations shall not constitute withdrawal from the contract, unless it is a matter of an instalment transaction of a non-businessman. In this case, the provisions for consumer credit shall apply. The right to resell, use or install the reserved goods or the authorisation to collect the assigned claims shall lapse upon cessation of payments and/or filing for insolvency proceedings. This shall not apply to the rights of the insolvency administrator.

7. Warranty / Transport damage

We do not sell to consumers within the meaning of §§ 13, 474 BGB. The sale of used items is subject to an individual written warranty agreement, excluding any warranty. The exclusion does not apply to the absence of a warranted quality, the fraudulent concealment of a defect or if and insofar as a guarantee was given. If a warranty exclusion does not apply, the following shall apply: If the goods are defective, we shall be entitled, at our discretion, to rectify the defect or deliver a replacement. In this case, the customer must request Cybertronics-EU GmbH to inform us whether a repair or replacement will be made. Cybertronics-EU GmbH will inform the customer as soon as possible. The customer is only entitled to withdraw from the contract or to demand a reduction of the purchase price if he has set a reasonable deadline for repair or replacement after this notification from Cybertronics-EU GmbH and this has expired unsuccessfully or Cybertronics-EU GmbH refuses repair or replacement. The customer is obliged to inspect the goods immediately upon receipt for any transport damage and to notify the supplier (post office, parcel service, freight forwarder, etc.) and Cybertronics-EU GmbH of this immediately and to note this on the confirmation of receipt. A later objection can no longer be accepted. The customer is obliged to inspect the delivered goods immediately for obvious defects which an average customer would easily notice. This also applies to the completeness of the delivery. Obvious defects must be reported in writing within one week of delivery. In the event of violation of the obligation to examine and give notice of defects, the goods shall be deemed to have been approved with regard to the defect in question. The inspection and complaint obligations applicable to merchants pursuant to § 377, § 378 HGB (German Commercial Code) shall remain unaffected by this. Claims can only be accepted if the original packaging with the original shipping labels and the defective device itself are presented.

8. Claims for damages

Claims for damages and reimbursement of expenses (hereinafter referred to as claims for damages) against us as well as against our vicarious agents, regardless of the legal basis, in particular due to breach of duties from a contractual obligation and from unlawful acts, in particular also for indirect or consequential damages, are excluded. This shall not apply in the case of mandatory liability, in particular in the case of injury to life, body or health. The claim for damages for the violation of essential contractual obligations is, however, limited to the foreseeable damage typical for the contract. Insofar as claims for damages exist against us, our vicarious agents and persons employed by us in the performance of our obligations, these shall become statute-barred within one year of delivery of the equipment, unless the claims are based on intent.

9. Terms of service

A copy of the purchase invoice is required to verify your claims. If you do not provide this proof, the goods will be returned to you carriage forward for a handling fee. In case of missing manufacturer and/or identification labels, any warranty claims of the customer will expire.
Error description: 
Cybertronics-EU GmbH has the right to choose between carrying out a chargeable fault diagnosis or the unrepaired return for a processing fee according to our price list for devices which arrive at our premises without an exact fault description ("defective" or "for repair" is not sufficient). In case of unjustified complaints (no error detectable, probably operating errors) the goods will be returned for a processing fee according to our price list.
Transport costs:
The Cybertronics-EU GmbH takes over the transport costs for the return of justified rejected goods. The costs for the transport and insurance of unjustified rejected goods to Cybertronics-EU GmbH shall be borne by the sender. In the case of carriage forward deliveries, acceptance will be refused for organisational reasons.
10. Place of performance, place of jurisdiction and applicable law

The law of the Federal Republic of Germany applies to these terms and conditions and the entire legal relationship between Cybertronics-EU GmbH and the customer. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.
If the customer is a merchant and the conclusion of the contract is part of the operation of his commercial business, the place of performance for delivery and payment is Schwetzingen. For all present and future claims arising from the business relationship with merchants, the exclusive place of jurisdiction is Mannheim. The same place of jurisdiction shall apply if the customer does not have a general place of jurisdiction in Germany, moves his domicile or habitual residence outside Germany after conclusion of the contract or his domicile or habitual residence is unknown at the time the action is filed.

11. Data protection

The Cybertronics-EU GmbH is entitled to process data about the buyer received with regard to the business relationship or in connection with it, regardless of whether this comes from the buyer or from third parties, in the sense of the Federal Data Protection Act. This notice replaces the notification in accordance with the Federal Data Protection Act that personal data about the customer is stored and processed by computer.

12. Final provisions

If individual provisions of these terms and conditions should be invalid or unenforceable or contain loopholes, the validity of the remaining provisions shall not be affected thereby.
The parties undertake to reach an agreement that comes as close as possible to what was intended.