General terms and conditions of business

§ 1 Applicability of the terms and conditions

Section 1.1. These General Terms and Conditions apply to all deliveries, services, and offers of SYNAXON Projekt und Handels GmbH, Falkenstraße 31, 33758 Schloß Holte-Stukenbrock, to businesses. They therefore also apply to all future business relationships, even if they are not expressly agreed upon again. We do not recognize any terms and conditions of the customer that deviate from our terms of sale, even if we do not expressly object to them.

§ 1.2. Deviations from these terms and conditions are only effective if we confirm them in writing.

§ 2 Offer and conclusion of contract

§ 2.1. Declarations of acceptance and all orders require our written confirmation to be legally valid. The same applies to additions, amendments, or supplementary agreements.

§ 2.2. All our offers are subject to change without notice. Product descriptions and illustrations are non-binding. In particular, the information provided is not guaranteed and does not constitute a warranty of quality or durability within the meaning of § 443 of the German Civil Code (BGB).

§ 2.3. Our offers, as well as the acceptance or confirmation of customer orders, are subject to timely and sufficient delivery to us by our suppliers. In the event of late or insufficient delivery to us by our suppliers, we are released from our delivery obligation – to the exclusion of any recourse or claims for damages by the customer – provided that we are not responsible for the failure or delay in delivery to us by our suppliers.

Section 2.4. If the customer orders the goods via EGIS, receipt of the order is confirmed in EGIS; if the customer orders the goods via another platform or by email, receipt of the order is confirmed by sending an order confirmation. This order confirmation does not yet constitute a binding acceptance of the order. It merely serves to notify the customer that their order has actually been received. A contract is only concluded when we accept the customer's order by issuing a declaration of acceptance or by delivering the goods.

§ 2.5. For customers participating in the SYNAXON central settlement system, every order exceeding €25,000 requires separate review and approval by BFS finance GmbH. If approval is not granted, we are entitled to deliver the goods to the customer only against prepayment. The customer will be informed of this as soon as possible.

§ 2.6. Employees of SYNAXON Projekt und Handels GmbH are not authorized to make oral side agreements or give oral assurances that go beyond the content of the written contract.

§ 3 Prices

§ 3.1. The offers of SYNAXON Projekt und Handels GmbH are subject to change and non-binding.

§ 3.2. With the updating of the purchasing platforms, all previous prices and other information about goods become invalid.

Section 3.3. Unless otherwise agreed, prices are exclusive of transport, shipping, freight insurance, cash on delivery (if applicable), and the applicable statutory value-added tax on the day of delivery. Deliveries are made without a minimum order value or small order surcharge. For cooperating partners, a flat shipping fee of EUR 5.90 per package is charged for orders under EUR 250.00 net, and for non-cooperating partners, for orders under EUR 500.00. For orders above these amounts, delivery is free of charge for packages up to 31 kg. Bulky goods, freight forwarding, and palletized goods are excluded from this policy and will be charged individually.

§ 4 Delivery and performance time

§ 4.1. Information regarding delivery periods and delivery dates is only binding if SYNAXON Projekt und Handels GmbH has expressly designated it as binding in writing.

Section 4.2. If the customer pays in advance, the goods will only be shipped to the customer after receipt of payment in our account. The goods are not reserved. The customer is therefore requested to take this into account when placing their order and to ensure timely payment of the agreed advance. If the customer chooses advance payment and the amount due is not credited to our account within 5 business days, we are entitled to withdraw from the contract.

Section 4.3. If we adhere to the contract, the originally stated delivery deadlines no longer apply. They are replaced by the delivery deadlines specified by SYNAXON Projekt und Handels GmbH at the time of receipt of payment for the product. In the event of force majeure and other unforeseeable, exceptional, and unavoidable circumstances, such as operational disruptions due to fire, water, and similar events, production plant failures, strikes and lockouts, material shortages, or government intervention (even if these occur at our suppliers), the delivery deadline will be extended by a reasonable period if we are prevented from fulfilling our obligations in a timely manner due to these circumstances. Alternatively, we are entitled to withdraw from the contract, in whole or in part, to the extent that it has not yet been fulfilled.

§ 4.4. If the delivery time is extended in accordance with clause 3 or if SYNAXON Projekt und Handels GmbH is released from its obligation, the customer cannot derive any claims for damages from this, provided that the customer has been notified immediately.

§ 4.5. If we are responsible for failing to meet binding deadlines and dates and are in default, the customer is entitled to default compensation of 0.25% for each completed week of delay. However, the total compensation is limited to a maximum of 5% of the net invoice value of the deliveries and services affected by the delay. Further claims are excluded unless the delay is due to at least gross negligence on the part of SYNAXON Projekt und Handels GmbH.

§ 4.6. If not all ordered products are in stock, we are entitled to make partial deliveries. In the case of delivery contracts, each partial delivery and partial service shall be considered an independent service. The delivery period shall be extended by the period during which the customer is in default of fulfilling their contractual obligations.

§ 4.7. Unless the date of our delivery or service is separately noted on our invoice, it corresponds to the invoice date.

§ 5 Duty to give notice of defects and to investigate defects pursuant to § 377 HGB

Section 5.1. The customer is obligated to inspect the goods, delivery documents, and invoices immediately upon receipt. This includes at least an immediate visual inspection of the goods upon delivery. Obvious defects, such as visible damage to the goods or packaging, incorrect deliveries, and quantity discrepancies, must be reported to the carrier immediately and documented with the carrier using a damage report. The identified defect must be reported to SYNAXON Projekt und Handels GmbH by email or telephone within 5 business days of delivery. The customer is free to refuse acceptance. The customer is advised that accepting the goods "under reservation" is legally irrelevant with regard to subsequent claims concerning visible transport damage or completeness in the case of externally damaged shipments.

Section 5.2. Furthermore, a proper inspection requires that the customer conduct at least a representative, random quality control check, which must also involve opening the packaging to a reasonable extent. If the goods are wrapped in opaque film for transport reasons, this film must be removed during the inspection in the presence of the carrier. If this is omitted and it later turns out that the goods are damaged inside the film, this is still considered visible transport damage. Increased diligence is required, especially for palletized shipments. Concealed transport damage exists when it can only be detected after acceptance of the shipment, despite a careful and proper immediate inspection. The customer must report this damage to SYNAXON Projekt und Handels GmbH immediately, but no later than 5 working days after receiving the goods. Any claims settlement by the parcel service provider will be reviewed by SYNAXON Projekt und Handels GmbH.

Section 5.3. If the customer violates the aforementioned obligations, the goods, including any defects, shall be deemed accepted (Section 377 Paragraph 2 of the German Commercial Code). The customer may no longer assert any rights due to the deviation. The goods shall be deemed to have been properly fulfilled. Subsequent warranty claims are excluded; the purchase price is payable in full. The customer bears the burden of proof regarding the time of discovery and proper inspection.

Section 5.4. In the event of goods being delivered by SYNAXON Projekt und Handels GmbH in error without the customer's order, the customer is obligated to notify SYNAXON Projekt und Handels GmbH of such incorrect delivery in writing within 5 working days at the latest and to make the goods available for collection by a freight forwarder or carrier commissioned by SYNAXON Projekt und Handels GmbH. Should such written notification of incorrect delivery not be received or not received within the specified time, the delivery shall be deemed accepted, and the customer shall be obligated to pay SYNAXON Projekt und Handels GmbH the usual and reasonable purchase price for the goods.

§ 6 Transfer of Risk

§ 6.1. The risk of accidental loss or accidental damage to the goods passes to the customer upon handover of the goods to the transport company or when the goods have left the warehouse of SYNAXON Projekt und Handels GmbH for shipment.

§ 6.2. If shipment is delayed or becomes impossible through no fault of our own, the risk passes to the customer upon notification of readiness for shipment. Any agreement in individual cases for SYNAXON Projekt und Handels GmbH to bear the transport costs has no effect on the transfer of risk.

§ 6.3. Delivery is deemed to have occurred if the customer is in default of acceptance. If the customer is in default of acceptance, we are entitled, after the expiry of a grace period to be set by us, to refuse performance of the contract and to claim damages.

§ 7 Liability for Defects / Warranty

§ 7.1. Claims for defects by the customer require that the customer has properly complied with his obligations to inspect and give notice of defects pursuant to § 377 HGB (see § 5).

Section 7.2. If the purchased item is defective, the customer is entitled to demand subsequent performance. Subsequent performance will be carried out at our discretion either by remedying the defect, issuing a credit note, or delivering a defect-free item. In the case of remedying the defect, the customer's necessary expenses will only be reimbursed to the extent that they were not increased by the fact that the purchased item was moved to a location other than the place of performance.

§ 7.3. If the subsequent performance fails, the customer is entitled, at his discretion, to demand withdrawal from the contract or a reduction in price.

Section 7.4. The limitation period for claims based on defects by the customer is one year from the transfer of risk for the sale of new goods; for the sale of used goods, liability for defects is excluded. The limitation period in the case of a supplier's recourse under Sections 478 and 479 of the German Civil Code (BGB) remains unaffected.

Section 7.5. The assignment of warranty claims to third parties is generally excluded. If the customer sells the goods supplied by us to third parties, they are prohibited from referring those third parties to us with regard to any associated statutory or contractual warranty claims. Our liability in the context of supplier recourse remains unaffected.

§ 8 Joint and several liability

Section 8.1. Unless otherwise stated below, any claims by the customer exceeding the warranty rights are excluded, regardless of their legal basis. We are therefore not liable for damages that did not occur to the delivered item itself; in particular, we are not liable for lost profits or other financial losses incurred by the customer.

Section 8.2. The foregoing disclaimer of liability does not apply insofar as the cause of the damage is based on intent or gross negligence, or if our liability arises from the Product Liability Act. It also does not apply to damages resulting from injury to life, body, or health.

§ 8.3. In cases of slight negligence, we are only liable if obligations essential for the fulfillment and achievement of the purpose of the contract (cardinal obligations) are breached. Insofar as liability exists in principle, our obligation to pay damages is limited to the foreseeable damage typical for this type of contract.

§ 8.4. If our contractual liability is excluded or limited, this also applies to the personal liability of our employees, legal representatives and vicarious agents.

§ 8.5. The customer is expressly advised of the requirement for regular and proper data backups. The customer acts with gross negligence when processing important data if they fail to perform such backups. SYNAXON Projekt und Handels GmbH accepts no liability for lost data and any resulting consequential damages. SYNAXON Projekt und Handels GmbH does not cover the costs of data backups or reinstallation of software or the devices themselves when they are being repaired.

§ 9 Special conditions for SYNAXON partners and (other) IT system houses

Section 9.1. We grant cooperating SYNAXON PARTNERS a 30-day right of return from the date of delivery. Other IT system houses/customers receive a 14-day right of return from the date of delivery. This excludes used goods, individual or spare parts, individual items from set offers and custom-made products (CTO/BTO) for the customer, as well as software, licenses, warranty extensions, and CarePacks. The right of return applies to goods in their original packaging without damage to the packaging or a broken seal. If the packaging is opened as part of the customer's obligation to inspect and report defects, a fee of 30% will be deducted from the invoice amount when issuing a credit note. The customer must first register the return using the EGIS RMA form. After receiving the return authorization, the customer must return the goods to us within 3 business days; otherwise, the right of return expires. If the customer uses the return label we provide for packages up to 31 kg, the return shipping is free of charge. Otherwise, the customer must bear the return shipping costs. Timely dispatch of the goods is sufficient to meet the deadline. The goods will be credited to the partner upon receipt by us. The above right of return does not apply to project-related goods and project transactions. It also does not apply to wholesale customers.

Section 9.2. The first 14 calendar days after delivery are considered the unpacking guarantee. If a customer wishes to make a warranty claim against the manufacturer within this period, they can return the goods to us, and we will handle the process with the manufacturer. The customer must first register the return using the EGIS RMA form or by email. After receiving the return authorization, they must send the goods in their original packaging within the specified period. The serial number of the item must match the serial number of the original packaging. Upon receipt of the goods, the customer will receive a credit note for the original purchase price. The unpacking guarantee does not apply to project goods, project transactions, or wholesale customers. This policy does not apply to the handling of DOA (Defective on Arrival) cases. In these cases, the special provisions of Section 11 apply.

§ 10 Warranty processing / Handling of subsequent performance

Section 10.1. The contractual partner for fulfilling warranty claims is the manufacturer. Defective products must be handled directly with the respective manufacturer in accordance with the manufacturer's warranty conditions. The manufacturer's contact details will gladly be provided to the customer. Should the customer prefer to process the claim through SYNAXON Projekt und Handels GmbH, we will handle the RMA and, depending on the supply chain's decision, either replace the defective goods, issue a credit note at the purchase price or current market value, or repair them. After two unsuccessful repair attempts, the customer has the right to withdraw from the contract. In this case, the defective goods must be returned to us at the customer's own expense. The special provisions in Section 11 apply to the handling of DOA (Dead On Arrival) cases.

Section 10.2. If SYNAXON Projekt und Handels GmbH handles warranty claims for the customer, the customer must remove any items (e.g., chips or cards) inserted into the product by them or a third party before sending it in. SYNAXON Projekt und Handels GmbH is not obligated to inspect the product for such items. SYNAXON Projekt und Handels GmbH is not liable for the loss of such items unless it was readily apparent to us upon receipt of the returned product that such an item had been inserted. In this case, the customer will be informed, and the item will be held for collection; the customer will bear the associated costs.

Section 10.3. Furthermore, before sending in a product, the customer must create backup copies of the system software, applications, and all data on the product on a separate data carrier and deactivate all passwords. Likewise, after the repaired or replacement product has been returned, the customer is responsible for installing the software and data and reactivating the passwords. SYNAXON Projekt und Handels GmbH accepts no liability for lost data and any resulting consequential damages (see Section 8, Paragraph 5).

Section 10.4. The replacement of individual parts, assemblies, or entire devices does not trigger new warranty periods regarding claims and rights due to defects. This does not apply to the statute of limitations for warranty claims for the parts affected by the repair. Section 10.5. The processing of unauthorized returns—provided these are attributable to intent or gross negligence on the part of the customer—is subject to a subsequent charge for the expenses incurred by us. In such cases, we reserve the right to charge a flat fee of EUR 39.00.

§ 11 Special provisions for the handling of DOA cases

If a product manufacturer offers a separate DOA (Defective on Arrival) policy, the following provisions apply to the handling of a DOA claim. Depending on the manufacturer, the customer must register the DOA claim with the manufacturer and request a DOA number. The customer then sends the device to us – free of charge – in accordance with the manufacturer's terms and conditions, along with the following information: DOA number, serial number, and a description of the defect.
The customer is responsible for complying with the applicable deadlines. This means, in particular, that they must register the DOA (Dead On Arrival) with the manufacturer in a timely manner and send the defective goods to us in such a way that the deadlines set by the manufacturer can be met by forwarding the goods from us to the manufacturer. Any credit note to the customer will be issued after receipt of the goods by us with the enclosed DOA authorization. If the manufacturer refuses to process the
If the DOA regulation is cancelled for reasons beyond the control of SYNAXON Projekt und Handels GmbH, the complaint will be processed within the framework of the general warranty or guarantee claims.

§ 12 Retention of Title

§ 12.1. Until all claims to which SYNAXON Projekt und Handels GmbH is entitled arising from the entire business relationship with the customer have been satisfied, the delivered goods remain the property of SYNAXON Projekt und Handels GmbH.

§ 12.2. Any processing or transformation of the delivered goods by the customer is always carried out for us as the manufacturer within the meaning of § 950 BGB, without creating any obligation for us.

§ 12.3. The customer hereby assigns to us all claims to which he is entitled relating to the goods subject to retention of title, up to the invoice value of the goods subject to retention of title. We accept this assignment.

§ 12.4. In the event of attachments or other interventions by third parties, the customer must notify us immediately in writing.

§ 12.5. If the value of all security rights to which we are entitled under these provisions exceeds the amount of all secured claims by more than 20%, we will release an appropriate part of the security rights at the customer's request.

§ 13 Payment Terms

Deliveries are made either on account via central settlement with BFS finance GmbH or within the limits underwritten by Atradius Credit Insurance at the stated price. If neither central settlement nor a limit from Atradius Credit Insurance has been set up for the customer, and a limit has also been rejected by SYNAXON Projekt und Handels GmbH, payment can be made in advance or alternatively by cash on delivery (plus COD fee).

§ 14 Prohibition of Assignment

The assignment of claims against us to third parties is excluded unless we have expressly agreed to the assignment.

§ 15 Rights of Retention, Set-off

The customer is only entitled to a right of retention insofar as it is based on the same contractual relationship. The customer may only offset counterclaims that are either undisputed or have been legally established.

§ 16 Use of the products

The products are intended for normal commercial use in accordance with the operating instructions and not for use in critical safety systems, nuclear power plants, military installations, life-support medical devices, or for the manufacture of weapons. No liability is assumed for use in these areas.

§ 17 Industrial property rights

§ 17.1. All existing industrial property rights for the products are and remain the property of the suppliers or manufacturers. Any use requires the permission of the respective rights holder.

Section 17.2. If software is included in the delivery, it is provided to the commercial customer solely for one-time resale and to the end customer for their sole use; that is, they may neither copy nor modify it nor make it available to others. Multiple usage rights require a separate written agreement. The software is delivered in accordance with the license agreements of the suppliers or manufacturers, compliance with which the customer hereby agrees to abide by.

§ 17.3. SYNAXON Projekt und Handels GmbH assumes no liability for the infringement of industrial property rights if the products are exported from the country of sale intended by SYNAXON Projekt und Handels GmbH to another country, as it cannot be guaranteed that all rights are protected there.

§ 18 Confidentiality

The customer is obligated to keep secret indefinitely all information that becomes accessible to him in connection with deliveries from SYNAXON Projekt und Handels GmbH, which is clearly recognizable as business or trade secrets of SYNAXON Projekt und Handels GmbH due to other circumstances and which must be kept confidential for the sale of goods to entrepreneurs and project transactions, and – unless this is necessary to achieve the purpose of the contract – neither to record it nor to pass it on to third parties or to use it in any other way.

Section 19 Data Protection

The processing of data obtained about the customer in connection with the business relationship is carried out in accordance with the applicable data protection regulations.

§ 20 Export

Re-export from the Federal Republic of Germany is subject to German, EU, and US export regulations. The customer is responsible for obtaining the necessary export licenses from the Federal Office for Export Control in Eschborn. They are also responsible for ensuring compliance with all applicable regulations up to the end user.

§ 21 Applicable law, jurisdiction, invalid clauses

§ 21.1. The terms and conditions and all legal relations between SYNAXON Projekt und Handels GmbH and the customer are governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.

§ 21.2. If the customer is a merchant, a legal entity under public law or a special fund under public law, or if he has his registered office abroad, the registered office of SYNAXON Projekt und Handels GmbH shall be the place of performance and exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.

§ 21.3. Should one or more provisions of these General Terms and Conditions be or become invalid, the invalid provision shall be deemed replaced by one that comes closest in a legally effective manner to the economic purpose of the invalid provision.

§ 22 Special conditions for project transactions

The following special conditions apply in addition to the general conditions for project-based transactions. In case of discrepancies, the special conditions take precedence over the general conditions.

§ 22.1 Special/Project Conditions, Manufacturer's Conditions

§ 22.1.1. If the customer is granted special or project conditions in the execution of project transactions, these are subject to confirmation by the manufacturer.

§ 22.1.2. The customer is aware that the validity of any special or project conditions granted depends on compliance with the manufacturer's terms and conditions. The customer therefore undertakes to SYNAXON Projekt und Handels GmbH to comply with the respective manufacturer's terms and conditions and to provide SYNAXON Projekt und Handels GmbH with a copy of the delivery receipts and invoices to the end customer within ten days upon request.

§ 22.1.3. If the customer violates the manufacturer's terms and conditions, SYNAXON Projekt und Handels GmbH is entitled, without prejudice to the assertion of further claims, to invoice the customer for the difference between the special conditions granted and the regular purchase price.

§ 22.2 Customer's duty to cooperate

The customer is responsible for ensuring that SYNAXON Projekt und Handels GmbH is provided with all relevant information necessary for the preparation of the offer or deemed necessary by SYNAXON Projekt und Handels GmbH.

§ 22.3 Offers

Offers are made exclusively based on the information provided by the customer. This information is also used to determine, in particular, the configuration of hardware and software components for the implementation of the IT solution. SYNAXON Projekt und Handels GmbH performs all work with the utmost care and in accordance with generally accepted professional principles and technical regulations. A legally binding guarantee of specific [details/conditions] is not possible.
However, no specific properties can be derived from the information and offers provided by SYNAXON Projekt und Handels GmbH. Therefore, the information and offers do not constitute a guarantee or assurance of specific properties or the suitability of the product for particular purposes.

§ 22.4 Right of return, unpacking guarantee

The right of return regulated in § 9.1 of the General Terms and Conditions and the unpacking guarantee regulated in § 9.2 of the General Terms and Conditions do not apply to project transactions.

§ 23 Special conditions for time-limited software products

The following special conditions apply in addition to the general terms and conditions for the purchase of time-limited software products (e.g., annual licenses for subscription software) or other time-limited digital products – hereinafter referred to as “software products”. In case of conflict, the special conditions take precedence over the general conditions.

§ 23.1 Services of SYNAXON Projekt und Handels GmbH

Unless otherwise agreed in writing for individual software products, the service provided by SYNAXON Projekt und Handels GmbH is the one-time granting of the distribution right for a time-limited license of the software product.

§ 23.2 Valid license terms and duration

Software products provided by SYNAXON Projekt und Handels GmbH are subject to the licensing terms of the suppliers and manufacturers. The customer expressly warrants compliance with these terms.

The right to use the software products is limited to the term of the license. The end customer will be explicitly informed of this time limitation by the customer.

§ 23.3 Disclaimer

In accordance with the legal situation regarding liability for software products with an unlimited right of use, SYNAXON Projekt und Handels GmbH is also not liable for damages caused culpably by the manufacturer or its agents when distributing software products with a limited right of use.

SYNAXON Projekt und Handels GmbH is liable for its own negligence in accordance with the provisions of Section 8 of these Terms and Conditions. Liability for damages without fault on the part of SYNAXON Projekt und Handels GmbH for initial defects is therefore excluded.

§ 23.4 Liability for Defects

Unless otherwise agreed in writing for individual software products, the customer shall have the right to a reduction in price for the duration of the license in the event of undisputed or legally established defects in the software, provided that (i) the defect is not insignificant, (ii) the defect is reported immediately and (iii) a reasonable period for remedying the defect has expired without success.

§ 23.5 Right of return, unpacking guarantee

The right of return regulated in § 9.1 of the General Terms and Conditions and the unpacking guarantee regulated in § 9.2 of the General Terms and Conditions do not apply to software products.

§ 23.6 Order

Software products can be ordered via EGIS, the SYNAXON Shop, other portals provided by SYNAXON Projekt und Handels GmbH, or directly from the manufacturer's portals. Contrary to the provisions in Section 2.3 of these Terms and Conditions, ordering software products triggers immediate delivery. In this case, the invoice replaces the written order confirmation.

§ 23.7 Payment terms

Payments are made via SEPA direct debit. The customer is obligated to provide SYNAXON Projekt und Handels GmbH with a valid and signed SEPA direct debit mandate.

An order will only be activated if a valid SEPA direct debit mandate is in place. For customers participating in the SYNAXON central settlement scheme, the fees will be collected via the central settlement agent.

§ 23.8 Bundled Products

If the customer orders a service from the SYNAXON Managed Service Portfolio (bundle product) together with a software product, the terms and conditions for SYNAXON Services (https://www.synaxon.com/de/rechtliches) apply to the bundle product in addition to these terms and conditions, and the order is considered a service booking within the meaning of the terms and conditions for SYNAXON Services.