1. Applicability of Terms and Conditions
All deliveries and services of Aponsi are based on these Terms and Conditions. Deviating and/or supplementary agreements require the explicit consent of Aponsi and the written form; this also applies to a waiver of the written form requirement. The parallel use of freelancers and partner companies within the scope of projects is permissible, provided that it does not affect the contractually agreed scope of services.
2. Delivery Times and Default
Aponsi will keep agreed or specified delivery times punctually, if possible. If these are exceeded by more than six weeks, the customer has the right to set a deadline, with the indication that he will refuse acceptance of the goods after the expiry of the deadline. This deadline must be at least one month. If no agreement on a new delivery date is reached, the customer can withdraw from the contract in writing after the expiry of the deadline. In cases of slight negligence, damages are limited to a maximum of 5% of the purchase price and only include direct damage, not indirect damage or lost profits. Further claims by the customer, in particular for delivery, are excluded.
3. Passing of Risk
The risk passes to the customer as soon as the goods have been handed over to the carrier and have left the warehouse. This also applies if Aponsi has taken over the transport costs. The customer must assert complaints due to transport damage directly to the transport company within the prescribed deadlines. For shipments from the customer to Aponsi, the customer bears all risks, in particular the transport risk, until the goods arrive at VAKT GmbH, Alte Poststrasse 1, 57629 Lochum.
4. Payment
Claims by Aponsi are due immediately and payable without deduction. From the 30th day after the invoice date, Aponsi is entitled to charge interest on arrears of 3% above the respective discount rate of the European Central Bank, unless Aponsi proves higher interest on arrears or the buyer proves a lower charge. Checks are only accepted as payment. Any expenses are borne by the customer. Offset is only permissible with undisputed or legally established claims. The customer can only assert a right of retention insofar as it is based on the same contractual relationship.
5. Complaints and Warranty
Complaints due to delivery quantity, material defects, wrong deliveries, and quantity deviations must be made in writing within one week of receipt of the goods, as far as they can be determined by reasonable inspection. The warranty period is six months from receipt of the goods. In the event of justified complaints, Aponsi will subsequent deliver missing quantities and, at its discretion, exchange the goods, take them back, or grant a price reduction. If the replacement delivery is also defective, the buyer has the right to conversion or reduction. The warranty for devices is limited to subsequent improvement.
6. Retention of Title
The goods remain the property of VAKT GmbH until all claims have been fully paid. This also applies to claims acquired later, e.g., from repairs or other services. During the retention of title, the buyer is entitled to possession and contractual use, provided that he fulfills his obligations on time. For computer programs, the buyer is generally granted a simple, unlimited right of use and the right to create a backup copy, as long as this does not contradict the license terms. The customer is obliged to provide Aponsi with all necessary information for the pursuit of rights.
7. Data Protection
Aponsi is authorized to collect, store, and process the customer's personal data required in the course of the business relationship.
8. Salvatory Clause and Place of Jurisdiction
The ineffectiveness of individual points does not affect the effectiveness of the remaining provisions. A new provision that comes as close as possible economically replaces an ineffective provision. The place of fulfillment and jurisdiction for contracts is Lochum.
9. Freelancer and Partner Deployment
9.1 Scope of Services: Freelancers and partners provide the agreed services according to the project order, service description, and agreed deadlines. Changes require written confirmation by Aponsi.
9.2 Monitoring: Aponsi monitors freelancers and partners based on agreed performance indicators (e.g., availability, time tracking, adherence to deadlines). On request, the customer receives reports on the project progress.
9.3 Defects or Failure: If the customer reports significant defects, delays, or failures, Aponsi will inform them immediately. Aponsi will provide replacement or subsequent improvement within a reasonable period, if possible. 9.4 Liability for SLA Violations: Aponsi is only liable for damages caused intentionally or grossly negligently. Liability for indirect damages, lost profits, or delays caused by freelancers or partners is excluded.
9.5 Replacement Measures: If a freelancer or partner fails permanently or does not provide services in accordance with the contract, Aponsi can provide replacement at its own discretion or adjust the deployment.