TERMS AND CONDITIONS
I. Terms and Conditions of Contract (GTC - General)
1. Scope of application
The General Terms and Conditions (AGB-ALLGEMEIN) apply to contracts for the sale or delivery of movable goods, including software (“goods”), without regardless of whether H16B manufactures the goods itself or purchases them from suppliers (§§ 433, 650 BGB) as well as for the provision of services, insofar as these relate to the licensing, delivery, service, adaptation, maintenance, creation, integration via API, or other services of software. The General Terms and Conditions contain general provisions that also apply to II. Hardware Terms and Conditions, III. Software Terms and Conditions, and IV. Support Terms and Conditions (see Sections II. to IV.) and supplement these; the General Terms and Conditions are therefore also part of the Hardware Terms and Conditions, Software Terms and Conditions, and Support Terms and Conditions, whereby, in the event of contradictions, theGENERAL shall be subordinate to the content of the AGB Hardware, AGB Software, and AGB Support. Unless otherwise specified in the contract with the customer, these General Terms and Conditions also apply to other software and hardware specified in the offer. This applies in particular to products from upstream suppliers.
1.1 Until amended, the General Terms and Conditions shall apply to all future transactions with the customer.
1.2 In order to maintain flexibility within the terms of the contract, H16B may amend the provisions of the terms of the contract and performance-related conditions of a contract by giving three months' notice. Retroactive amendments to the provisions are excluded. The amendments apply to new orders, contract extensions, and contracts under which ongoing and recurring services are provided (e.g., maintenance contracts). If the customer does not agree with the notified change, they have the right to object to the change by notifying H16B in writing by the planned date on which the change is to take effect. If they do not exercise this right, the change shall be deemed to have been approved. H16B shall inform the customer of these consequences in a separate notification.
1.3 H16B shall only recognize conflicting or deviating terms and conditions of the customer if expressly confirmed in writing. This requirement of consent shall apply in all cases, for example, even if we carry out the delivery to the customer without reservation in full knowledge of the customer's general terms and conditions.
1.4 Any warranties given by H16B employees shall only be effective if they are confirmed in writing by the H16B management. Legally relevant declarations and notifications to be made to us by the customer after conclusion of the contract (e.g., setting deadlines, notifications of defects, declarations of withdrawal or reduction) must be made in writing or text form to be effective. Statutory formal requirements and further evidence, in particular in cases of doubt about the legitimacy of the declarant, remain unaffected.
1.5 The General Terms and Conditions apply only to companies and legal entities under public law or special funds under public law.
2. Remuneration and payment
2.1 The remuneration for the subject matter of the contract and the underlying terms of use are specified in the offer. The same applies to the maintenance fees applicable at the time the contract is concluded.
2.2 The customer owes the remuneration agreed in the offer for the use of the WaaS service during the contract period. The remuneration may consist of a one-time setup fee, a fixed monthly base amount, and a monthly usage fee depending on the number of usage units booked or used.
2.3 In addition, H16B shall invoice the customer for its services at a fixed price or on a time and material basis based on its current price list, unless the contracting parties have expressly agreed otherwise in individual cases. H16B may invoice on a monthly basis according to work progress and partial deliveries. The specification of the services rendered and the working time spent on them shall be recorded by H16B employees and presented to the customer with the invoice.
2.4 Travel expenses, travel times, etc. shall be reimbursed separately on the basis of open-book accounting. H16B undertakes to disclose its calculation principles and cost basis during the term of this contract.
2.5 All prices are subject to VAT at the applicable rate.
2.6 All payments are due and payable within 14 days of invoicing and delivery. However, even within the framework of an ongoing business relationship, we are entitled at any time to make a delivery in whole or in part only against advance payment. We shall declare a corresponding reservation at the latest with the order confirmation.
2.7 Upon expiry of the above payment period, the customer shall be in default. Interest shall be charged on the purchase price at the applicable statutory default interest rate during the period of default. We reserve the right to assert further claims for damages caused by default. Our claim to commercial interest on arrears (§ 353 HGB) against merchants remains unaffected.
2.8 Notwithstanding any statutory rights to refuse performance due to missing or defective services, the customer is not authorised to withhold payments. The customer may set off only claims of a similar nature that have been finally adjudicated or acknowledged by H16B, by notice to the other party. Subject to Section 354a of the German Commercial Code (HGB), the customer may not assign claims to third parties (save for factoring companies). Where services are procured by H16B from third parties, the customer is not entitled to set off claims. In the event of defects, the customer may withhold payments only to an extent proportionate to the defect and only where the defect is undisputed.
2.9 If the customer is in arrears with payment, H16B is entitled to make the provision of further services dependent on payment. Any damage incurred as a result shall be borne by the customer.
2.10 If the delivery or service date is more than three months after conclusion of the contract, we shall be entitled, after notifying the customer in good time and before performing the service or delivering the goods, to adjust the price of the goods or services in such a way as is necessary due to general price developments beyond our control price developments (such as exchange rate fluctuations, currency regulations, customs changes, significant increases in material or manufacturing costs) or due to changes in suppliers. For deliveries or services within three months, the price valid on the day the contract is concluded shall apply in all cases. In the case of framework agreements with price agreements, the three-month period shall commence upon conclusion of the framework agreement. Provision of provision dates or availability agreed between the customer and H16B shall only apply subject to the timely fulfilment of all relevant preliminary services and obligations of cooperation on the part of the customer.
2.11 If the contractual items are returned on time or if a complaint about the maintenance services is made on time, there is no obligation to pay the licence fee. This is subject to the condition that the customer has irrevocably deleted all stored data and programmes relating to these contractual items prior to their return and has confirmed this in writing to H16B. No copies of the contractual items may then be made or continued use.
3. rights of use
3.1 If the customer has concluded a licence agreement with H16B, they are entitled to use the services of H16B and the software to which they belong without restriction. Section III. 2. of the GENERAL TERMS AND CONDITIONS OF BUSINESS – LICENCE applies in addition. As a precautionary measure, the customer is also granted a simple right of use to the results of customisation (individual adaptation of the software).
3.2 If the customer makes use of H16B's outsourcing services, H16B grants the customer the non-exclusive, non-transferable right, valid for the term specified in the offer, to access the latest version of the software listed in the offer as part of H16B's outsourcing services and to use it for its business operations.
3.3 H16B may also use all services provided to the customer for other purposes, unless confidentiality is required under the confidentiality agreement.
4. Customer obligations
4.1 The customer is responsible for complying with the statutory accounting and retention periods.
4.2 If necessary for the provision of services, the customer is obliged to grant H16B employees and vicarious agents access to the customer's IT systems by arrangement.
4.3 The customer is obliged not to use any hardware or software contrary to the recommendations of H16B. Changes to the customer's IT systems or networks that could impair the outsourcing service may only be made with the prior consent of H16B.
4.4 All personal access authorisations such as login IDs, passwords and customer passwords must be kept secret and, if there is any suspicion that unauthorised third parties have gained knowledge of them, they must be changed immediately or have them changed by H16B.
4.5 The customer is obliged to follow the applicable operating instructions.
4.6 The customer shall cooperate to the extent necessary in the event of any data protection audit that may take place. This clause also applies to H16B with the same content.
5. Duty to Inspect and Notify Defects
5.1 With regard to all H16B deliveries and services within the scope of these General Terms and Conditions, the customer shall assume an obligation to inspect and give notice of defects in accordance with Section 377 of the German Commercial Code (HGB). The customer shall inspect the delivered goods and immediately notify H16B of any defects found.
5.2 To preserve rights, it is sufficient to send the notification in good time. Irrespective of this obligation to inspect and give notice of defects, the customer must report obvious defects (including incorrect and short deliveries) in writing without delay, but in any case within one week, whereby here too, timely dispatch of the notification is sufficient to meet the deadline. If the customer fails to carry out the proper inspection and/or notification of defects, our liability for the unreported defect is excluded.
6. Customer rights in the event of defects
6.1 We guarantee that the products we supply and the services we provide comply with the applicable regulations and standards under the laws of the Federal Republic of Germany. We do not guarantee compliance with other national regulations. When using the products abroad, the customer undertakes to check the conformity of the products with the relevant legal systems and standards themselves and to make any necessary adjustments.
6.2 Unless otherwise specified below, the customer's rights in the event of material defects and defects of title (including incorrect and incomplete delivery as well as improper assembly or defective assembly instructions) shall be governed by the statutory provisions.
6.3 The customer's claims for defects presuppose that he has fulfilled his statutory
6.4 Obligations to inspect and give notice of defects (§ 377, 381 HGB) have been fulfilled. If a defect becomes apparent during the inspection or later, we must be notified of this immediately, but in any case within one week in writing.
6.5 If the delivered item is defective, we shall, at our discretion, either deliver a replacement or repair the item (subsequent performance). The customer shall give us the opportunity to do so within a reasonable period of at least 30 working days. The customer shall hand over the rejected goods to us for inspection. In the event of a replacement delivery, the customer shall return the defective item to us in accordance with the statutory provisions. Subsequent performance does not include the removal of the defective item or its reinstallation if we were not originally obliged to install it.
6.6 We shall bear the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs (not: removal and installation costs), if a defect actually exists, provided that the expenses are not increased by the fact that the delivery item has subsequently been moved to a location other than the original place of delivery, unless the transfer is in accordance with its intended use. If there is in fact no defect, we may demand reimbursement from the customer for the costs incurred as a result of the unjustified request to remedy the defect (in particular inspection and transport costs), unless the lack of defectiveness was not apparent to the customer.
6.7 If the subsequent performance fails, the customer may reduce the remuneration or withdraw from the contract. However, withdrawal is only permissible if the customer has previously explicitly threatened to do so in writing, granting us a reasonable additional period of grace. In the case of an insignificant defect, there is no right of withdrawal.
6.8 Claims by the customer for damages or reimbursement of futile expenses shall also exist in the event of defects only in accordance with Section 9 and are otherwise excluded.
7 Liability and third-party property rights
7.1 The statutory provisions apply with the following proviso:
7.2 In all cases of contractual and non-contractual liability, H16B shall pay damages exclusively in accordance with the following limits:
7.3 In the event of intent, in full amount, as well as in the absence of a quality for which H16B has assumed aguarantee.
7.4 In the event of gross negligence, only to the extent of the foreseeable damage that the breached obligation was intended to prevent.
7.5 In other cases, only for breach of a material contractual obligation if this jeopardises the intended use, and then only up to the amount of the foreseeable damage typical for this type of contract, capped at 100% of the annual outsourcing or maintenance fees payable per claim. The same applies to compensation for futile expenses. In addition, to the extent H16B is insured against the relevant damage, liability shall be limited to the scope of such insurance cover. H16B undertakes to maintain appropriate business liability insurance during the term of the contract.
7.6 Liability for loss of profit is excluded.
7.7 The limitations of liability shall not apply to liability for personal injury and liability under the Product Liability Act.
7.8 H16B shall not be liable for any consequential damages, in particular for lost profits, loss of production, business interruption or loss of data, unless such liability exists under mandatory law.
7.9 H16B reserves the right to raise the defence of contributory negligence. Liability for the recovery of data shall only be assumed if the customer has backed up the data in accordance with all customary and reasonable precautions. The customer indemnifies H16B against all third-party claims arising from the unlawful use of the services by the customer or with their approval. In particular, the customer shall indemnify H16B in full upon first request against any claims arising from data protection, copyright or other legal disputes associated with the use of the services.
7.10 H16B shall also be liable in accordance with § 278 of the German Civil Code (BGB) for any third parties engaged in accordance with the standards set out above.
7.11 The customer must immediately notify H16B in writing of any damage or have H16B record it so that H16B is informed as early as possible in order to mitigate the damage as far as possible.
7.12 If a third party asserts claims against the customer for infringement of property rights through the use of the contractual items or other H16B services, the customer shall not acknowledge the alleged infringement of property rights and shall only conduct disputes, including any out-of-court settlements, in agreement with H16B.
7.13 The claim is excluded if the customer is responsible for the infringement of property rights.
7.14 The warranty period is one year from delivery of the service.
8. project acceptance confirmation
8.1 H16B is entitled to send or hand over a project acceptance confirmation to the customer after completion of a project, including a deadline for return. The deadline for return is 30 days. By signing and returning the project acceptance confirmation within the deadline, the customer confirms that the project has been executed in accordance with the contract. Within this period, the customer has the opportunity to notify H16B of any defects in the project. The customer is entitled to withhold the project acceptance confirmation until the defects have been successfully rectified. Acceptance cannot be refused on the grounds of minor defects.
8.2 Acceptance shall be deemed to have taken place if the customer does not accept the project within the period specified by H16B.
9. Confidentiality
9.1 The parties shall treat confidential information, in particular samples, cost estimates, drawings, documents, business intentions, personal data, problems, data and/or problem solutions and other know-how, regardless of their content, as well as information obtained visually by viewing plants/facilities (hereinafter collectively referred to as ‘information’) obtained through visual inspection of plants/facilities, which they become aware of from the other party in the course of the business relationship, during the term and after termination of the contractual relationship, in particular not to disclose it to third parties or use it without authorisation for their own business purposes. The parties shall also impose this obligation on their employees and vicarious agents.
9.2 The confidentiality obligation shall not apply to information which, at the time of its disclosure to the other party, is already known outside the contractual relationship, has been developed independently or lawfully acquired from third parties, is generally known or state of the art, or has been released by the contractual partner from whom it originates.
9.3 Upon termination of the contractual relationship, the parties shall destroy all confidential information belonging to the other party, whether in physical or digital form, at the request of the party from which it originates, or – insofar as technically possible with reasonable effort – irrevocably delete it. The parties shall comply with data protection rules, in particular if they are granted access to the other party's business or IT facilities. They shall take appropriate measures to ensure that their employees and vicarious agents also comply with these provisions.
10. industrial property rights, copyrights
10.1 The provision of our deliveries and services is not associated with any transfer of rights of use to industrial property rights or copyrights to which we are entitled. Such a transfer shall only take place on the basis of a separate agreement.
10.2 In the event of infringements of industrial property rights, we shall be entitled, at our discretion, to obtain the necessary industrial property rights within a reasonable period of time or to supply the customer with a permissible alternative solution.
11. Miscellaneous
11.1 If the customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Giessen, Germany. If H16B takes legal action, it shall also be entitled to choose the place of jurisdiction at the customer's registered office. H16B also remains entitled to seek interim legal protection before the courts competent under the statutory provisions.
11.2 All legal relationships between H16B and the customer shall be governed exclusively by the laws of the Federal Republic of Germany applicable to legal relationships between domestic contracting parties, excluding the UN Convention on Contracts for the International Sale of Goods.
11.3 Should any provision of our General Terms and Conditions be or become invalid, contain an inadmissible time limit or contain a loophole, the legal validity of the remaining provisions shall remain unaffected. Insofar as the invalidity does not result from a violation of § 305 ff. BGB (validity of general terms and conditions), the invalid provision shall be replaced by a provision that comes closest to the economic intent of the contracting parties. The same applies in the event of a loophole. In the event of an inadmissible deadline, the legally permissible measure shall apply.
II. Terms and conditions for the sale of hardware (Terms and Conditions for Hardware Purchases)
The General Terms and Conditions for Hardware apply to contracts for the sale or delivery of movable goods (‘Goods’) regardless of whether H16B manufactures the Goods itself or purchases them from suppliers (Sections 433, 650 of the German Civil Code (BGB)).
1. Scope
The General Terms and Conditions (GTC-GENERAL) apply both to contracts for the sale or delivery of movable goods, including software (‘goods’), regardless of regardless of whether H16B manufactures the goods itself or purchases them from suppliers (§§ 433, 650 BGB) as well as for the provision of services, insofar as these relate to the licensing, delivery, service, adaptation, maintenance, creation, integration via API or other software services.
The General Terms and Conditions contain general provisions that also apply to and supplement II. General Terms and Conditions for Hardware, III. General Terms and Conditions for Software and IV. General Terms and Conditions for Support (see Sections II. to IV.); the General Terms and Conditions are therefore also part of the General Terms and Conditions for Hardware, General Terms and Conditions for Software and General Terms and Conditions for Support, whereby, in the event of contradictions, the General Terms and Conditions GENERAL shall be subordinate to the content of the GTC Hardware, GTC Software and GTC Support.
Unless otherwise specified in the contract with the customer, these General Terms and Conditions also apply to other software and hardware specified in the offer. This applies in particular to products from upstream suppliers.
1. Scope
1.1 Until amended, the General Terms and Conditions shall apply to all future transactions with the customer.
1.2 In order to maintain flexibility within the terms and conditions of the contract, H16B may amend the provisions of the terms and conditions of the contract and performance-related conditions of a contract by giving three months' notice. Retroactive amendments to the provisions are excluded. The amendments apply to new orders, contract extensions and contracts under which ongoing and recurring services are provided (e.g. maintenance contracts). If the customer does not agree with the notified change, they have the right to object to the change by notifying H16B in writing by the planned date on which the change is to take effect. If they do not exercise this right, the change shall be deemed to have been approved. H16B shall inform the customer of these consequences in a separate notification.
1.3 H16B shall only recognise conflicting or deviating terms and conditions of the customer if expressly confirmed in writing. This requirement for consent shall apply in all cases, for example even if we carry out the delivery to the customer without reservation in full knowledge of the customer's general terms and conditions.
1.4 Any warranties given by H16B employees shall only be effective if they are confirmed in writing by the H16B management. Legally relevant declarations and notifications to be made to us by the customer after conclusion of the contract (e.g. setting of deadlines, notifications of defects, declaration of withdrawal or reduction) must be made in writing or text form to be effective. Statutory formal requirements and further evidence, in particular in cases of doubt about the legitimacy of the declarant, remain unaffected.
1.5 The General Terms and Conditions of Contract apply only to companies and legal entities under public law or special funds under public law.
2. Delivery, transfer of risk, default of acceptance
2.1 Unless otherwise agreed, we deliver and perform FCA (Free Carrier).
2.2 The risk of accidental loss and accidental deterioration of the goods shall pass to the customer at the latest upon delivery. In the case of sale by delivery to a place other than the place of performance, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the customer upon delivery of the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment.
2.3 If the customer is in default of acceptance, fails to cooperate or our delivery is delayed for other reasons for which the customer is responsible, we shall be entitled to demand compensation for the resulting damage, including additional expenses (e.g. storage costs).
2.4 In the case of call-off orders, unless otherwise agreed, the goods shall be accepted in approximately equal monthly quantities. The entire order quantity shall be deemed to have been called off one month after the expiry of the period agreed for the call-off, or, in the absence of such an agreement, twelve months after conclusion of the contract. If the customer fails to allocate of the ordered goods within one month at the latest after expiry of the agreed allocation period, or, in the absence of such an agreement, within one month at the latest after our request, we may allocate and deliver the goods at our discretion and at the customer's expense.
2.5 We are permitted to make partial deliveries or render partial services, provided that this is not unreasonable for the customer.
3. Force majeure
In the event of force majeure affecting us or our suppliers, our performance and delivery obligations shall be suspended for the duration of the disruption. The same shall apply in the event of energy or raw material shortages, labour disputes, pandemics, epidemics, official orders or traffic or operational disruptions. If there is a significant change in the circumstances existing at the time of conclusion of the contract, as a result of which we cannot reasonably be expected to adhere to the contract, we shall be entitled to withdraw from the contract. Our performance of the contract is subject to the proviso that we do not thereby violate any provisions of national and international foreign trade law or contravene any sanctions or embargoes.
4. Delivery period and delay in delivery
4.1 The delivery period shall be agreed individually or specified by us upon acceptance of the order. The delivery period shall commence upon receipt of all necessary information for the execution of the order by the customer.
4.2 The commencement of the delivery or service period specified by us is subject to the clarification of all technical questions and the timely and proper fulfilment of the customer's obligations.
4.3 If we are unable to meet binding delivery deadlines for reasons beyond our control (non-availability of the service), we will inform the customer of this immediately and at the same time notify them of the expected new delivery deadline. If the service is also unavailable within the new delivery period, we are entitled to withdraw from the contract in whole or in part; and we shall immediately reimburse any consideration already paid by the customer. In particular, this shall also apply in the event of non-availability of the service in this sense if our supplier fails to deliver on time, if we have concluded a congruent covering transaction, if neither we nor our supplier are at fault, or if we are not obliged to procure the goods in individual cases
4.4 If an agreed delivery or service date is exceeded for reasons for which we are responsible, the customer must set us a reasonable grace period for delivery or service in writing. This grace period shall be at least five weeks. If the delivery or service is not made after expiry of the grace period and the customer therefore wishes to withdraw from the contract or claim damages in lieu of performance, they shall be obliged to notify us of this in advance in writing, setting a reasonable further grace period and requesting delivery or performance. The customer shall be obliged, at our request, to declare within a reasonable period of time whether they are withdrawing from the contract due to the delay in delivery or performance and/or claiming damages in lieu of performance or insisting on delivery or performance.
4.5 The customer's rights under Section 9 of these Terms and Conditions of Sale and Delivery and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), shall remain unaffected.
5. Prices, terms of payment
5.1 Our prices are FCA (Free Carrier). Unless otherwise agreed, our prices do not include the costs of packaging, insurance, freight and value added tax.
5.2 In the case of mail order purchases, the customer shall bear the transport costs from the warehouse and the costs of any transport insurance requested by the customer. Any customs duties, fees, taxes and other public charges shall be borne by the customer, even if we carry out customs clearance on behalf of the purchaser.
5.3 The purchase price is due and payable within 14 days of invoicing and delivery. However, even within the framework of an ongoing business relationship, we are entitled at any time to make a delivery in whole or in part only against advance payment. We shall declare a corresponding reservation at the latest with the order confirmation.
5.4 Upon expiry of the above payment period, the customer shall be in default. Interest shall be payable on the purchase price during the period of default at the applicable statutory default interest rate. We reserve the right to assert further claims for damages caused by default. Our claim against merchants for commercial interest on arrears (§ 353 HGB) remains unaffected.
5.5 The customer shall only be entitled to set-off or retention rights insofar as his claim has been legally established or is undisputed. In the event of defects in the delivery, the customer's counter-rights, in particular in accordance with § 8 (6) sentence 2, shall remain unaffected.
5.6 If the delivery or service date is more than three months after conclusion of the contract, we shall be entitled, after notifying the customer in good time and before performing the service or delivering the goods, to adjust the price of the goods or services in such a way as is necessary due to general price developments beyond our control (such as exchange rate fluctuations, currency regulations, customs changes, significant increases in material or manufacturing costs) or due to a change of suppliers. For deliveries or services within three months, the price valid on the day the contract is concluded shall apply in all cases. In the case of framework agreements with price agreements, the three-month period shall commence upon conclusion of the framework agreement.
6. Retention of title
6.1 Until full payment of all our current and future claims arising from the purchase contract and an ongoing business relationship (secured claims), we retain title to the goods sold.
6.2 The goods subject to retention of title may not be pledged to third parties or transferred as security before the secured claims have been paid in full. The customer must notify us immediately in writing if an application for the opening of insolvency proceedings is filed or if third parties have access (e.g. seizures) to the goods belonging to us.
6.3 In the event of breach of contract by the customer, in particular non-payment of the purchase price due, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and to demand the return of the goods on the basis of retention of title and withdrawal. If the customer does not pay the purchase price due, we may only assert these rights if we have previously set the customer a reasonable deadline for payment without success or if such a deadline is dispensable according to the statutory provisions.
6.4 Until further notice, the customer is authorised to resell and/or process the goods subject to retention of title in the ordinary course of business in accordance with section
6.4.3 below. In this case, the following provisions shall apply in addition.
6.4.1 The retention of title extends to the full value of the products created by processing, mixing or combining our goods, whereby we are considered the manufacturer. If, in the event of processing, mixing or combining with goods belonging to third parties, their ownership rights remain in force, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same applies to the resulting product as to the goods delivered under retention of title.
6.4.2 The customer hereby assigns to us as security any claims against third parties arising from the resale of the goods or products, either in full or in the amount of our possible co ownership share in accordance with the above paragraph. We accept the assignment. The customer's obligations set out in 6.2 also apply with regard to the assigned claims.
6.4.3 The customer remains authorised to collect the claim alongside us. We undertake not to collect the claim as long as the customer meets their payment obligations to us, there is no deficiency in their ability to pay and we do not assert our retention of title by exercising a right in accordance with clause 6.3. However, if this is the case, we may demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. In this case, we shall also be entitled to revoke the customer's authority to resell and process the goods subject to retention of title.
6.4.4 If the realisable value of the collateral exceeds our claims by more than 10%, we shall release collateral of our choice at the customer's request.
7. Customer rights in the event of defects
7.1 We only guarantee the conformity of the products we deliver and the services we provide with the applicable German regulations and standards. We do not assume any liability for compliance with other national regulations. When using the products abroad, the customer undertakes to check the conformity of the products with the relevant legal systems and standards themselves and to make any necessary adjustments.
7.2 Unless otherwise specified below, the customer's rights in the event of material defects and defects of title (including incorrect and incomplete delivery as well as improper assembly or defective assembly instructions) shall be governed by the statutory provisions.
7.3 The customer's claims for defects presuppose that he has fulfilled his statutory obligations to inspect and give notice of defects (§§ 377, 381 HGB). If a defect becomes apparent during the inspection or later, we must be notified of this in writing immediately, but in any case within one week. Timely dispatch of the notification shall suffice to preserve the rights. Irrespective of this obligation to inspect and give notice of defects, the customer must notify us of obvious defects (including incorrect and short deliveries) in writing without delay, but in any case within one week, whereby timely dispatch of the notification shall also suffice to meet the deadline. If the customer fails to carry out the proper inspection and/or notification of defects, our liability for the unreported defect is excluded.
7.4 If the delivered item is defective, we shall, at our discretion, either deliver a replacement or repair the item (subsequent performance). The customer shall give us the opportunity to do so within a reasonable period of at least six weeks. The customer shall hand over the rejected goods to us for inspection purposes. In the event of a replacement delivery, the customer shall return the defective item to us in accordance with the statutory provisions. Subsequent performance does not include the removal of the defective item or its reinstallation if we were not originally obliged to install it.
7.5 We shall bear the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs (not: removal and installation costs), if a defect actually exists, provided that the expenses are not increased by the fact that the delivery item has subsequently been moved to a location other than the original place of delivery, unless the transfer is in accordance with its intended use. If there is in fact no defect, we may demand reimbursement from the customer for the costs incurred as a result of the unjustified request to remedy the defect (in particular inspection and transport costs), unless the lack of defectiveness was not apparent to the customer.
7.6 If the subsequent performance fails, the customer may reduce the remuneration or withdraw from the contract. However, withdrawal is only permissible if the customer has previously expressly threatened to do so in writing, granting us a reasonable additional period of grace. There is no right of withdrawal in the case of an insignificant defect.
7.7 Claims by the customer for damages or reimbursement of futile expenses shall also exist in the event of defects only in accordance with Section 9 and are otherwise excluded.
8. Liability for damages
8.1 Unless otherwise specified in these terms and conditions of sale and delivery, including the following provisions, we shall be liable for any breach of contractual and non-contractual obligations in accordance with the statutory provisions.
8.2 We shall be liable for damages – regardless of the legal basis – within the scope of fault based liability in cases of intent and gross negligence. In cases of simple negligence, we shall be liable in accordance with the statutory provisions as follows:
8.2.1 For damages resulting from injury to life, limb or health,
8.2.2 For damages resulting from the breach of an essential contractual obligation (an obligation whose fulfilment is essential for the proper execution of the contract and on whose fulfilment the contractual partner regularly relies and may rely); in this case, however, our liability is limited to compensation for the foreseeable, typically occurring damage.
8.2.3 In all other cases, no liability shall be accepted for damage not caused to the goods themselves, in particular for loss of profit or other financial losses incurred by the purchaser.
8.2.4 The limitations of liability resulting from Section 8.2 shall also apply in the event of breaches of duty by or in favour of persons whose fault we are responsible for in accordance with statutory provisions. They shall not apply insofar as we have assumed a guarantee for the quality of the goods and for claims by the customer under the Product Liability Act.
8.2.5 In the event of a breach of duty that does not constitute a defect, the customer may only withdraw or terminate the contract if we are responsible for the breach of duty. Withdrawal or termination must be declared in writing or in text form. In all other respects, the statutory requirements and legal consequences shall apply.
8.3 The above provisions shall apply mutatis mutandis to claims by the customer for reimbursement of futile expenses. The customer shall be liable for any damage caused by the customer's failure to comply with the above provisions.
III. Contract Terms and Conditions for Hardware Hire Purchase (GTC Hire Purchase)
1. Subject matter of the contract
H16B shall provide the customer (hereinafter referred to as the ‘hire purchaser’) with Smart Waste Solutions, including operating system software (hereinafter referred to as the ‘hire purchase item’), in accordance with the offer until the end of the hire purchase period.
2. Monthly hire purchase instalments
2.1 The hire purchase period, the start of the tenancy and the monthly hire purchase instalments are specified in the offer. If the net purchase price changes before the hire purchase object is taken over by the hire purchaser, the payments to be made by the hire purchaser shall change accordingly.
2.2 The hire purchaser issues H16B with a SEPA direct debit mandate for the payment of the monthly hire purchase instalments. H16B issues the hire purchaser with a standing order after conclusion of the hire purchase agreement.
3. Handover, adjustment,withdrawal, information
3.1 Delivery, installation and assembly of the hire purchase item shall be at the expense and risk of the hire purchaser. The hire purchaser shall inspect the hire purchase item to ensure that it complies with the terms of the contract and shall notify H16B of any defects without delay, § 377 HGB (German Commercial Code). The same applies in the event of subsequent delivery. If the hire purchaser does not find any defects, they must accept the hire purchase item and sign the confirmation of acceptance presented to them. The hire purchaser may not change the agreed location of the hire purchase item without the written consent of H16B. The location may be changed with written notification from the hire purchaser and the consent of H16B. A processing fee will be charged for this.
3.2 A change in the euro yields/covered bank bonds published in the Handelsblatt until the hire purchase object is taken over by the hire purchaser/purchase price payment by H16B entitles H16B to reset the hire purchase instalment.
3.3 If the purchase price/market price for materials required for the above quotation has demonstrably increased by more than five per cent at the time of delivery compared to the time the quotation was prepared, the unit price shall change in accordance with the weighting of the material share in this item.
3.4 If H16B becomes aware of circumstances that call into question the hire purchaser's ability to fulfil the contract, H16B may withdraw from the hire purchase agreement without the hire purchaser being able to derive any claims against H16B. If the hire purchaser is a merchant and the contract is part of their commercial business, the deadline and delivery date for the handover of the hire purchase item are subject to correct and timely delivery by the manufacturer or supplier.
3.5 If the hire purchase agreement does not come into effect for reasons for which the hire purchaser is responsible, a cancellation and processing fee of up to 3 monthly instalments (up to a maximum of 5% of the contract value) may be charged. The hire purchaser has the right to prove that the actual damage incurred is lower. At the request of H16B, the hire purchaser must provide information and evidence of their economic and financial circumstances (usually annual financial statements) during the term of the contract.
3.6 The hire purchaser declares that they are familiar with H16B's terms and conditions of sale, delivery and warranty and that they accept their validity. In all cases, the application of Sections 536 et seq. of the German Civil Code (BGB) is excluded in the relationship between the hire purchaser and H16B.
3.7 Any duties, taxes and fees associated with the hire purchase property shall be borne by the hire purchaser.
4. Non-delivery /Warranty / Liability
4.1 The hire purchaser's right of withdrawal due to non-performance, delayed performance or other non-contractual performance for which H16B is not responsible is excluded. H16B shall only be liable for damages resulting from the breach of contractual obligations and from tortious acts in cases of intent and gross negligence, with the exception of the breach of essential contractual obligations and injury to life, limb or health.
4.2 In the event of withdrawal, H16B shall also be entitled to claim compensation from the hire purchaser for the expenses incurred in connection with the acquisition of the hire purchase object and its interest expenses.
4.3 H16B's liability is limited to the essential contractual obligations. These are the provision of the hire purchase items for use in accordance with the contract and compliance with traffic safety obligations, insofar as these relate to Smart Waste Solutions and are not to be performed by the hire purchaser.
4.4 Furthermore, H16B's liability for breach of other obligations, tortious acts and positive breaches of contract or fault in the conclusion of the contract is limited to gross negligence and intent.
4.5 In cases of slight negligence, H16B's liability shall be limited to compensation for direct damage (e.g. no loss of profit), even in the event of a breach of material contractual obligations.
4.6 H16B shall be liable to the extent that its fault contributed to the damage in relation to other causes.
4.7 The descriptions of the products and services contained in brochures, catalogues, and models shall not be deemed to constitute an agreed specification or guaranteed condition. H16B reserves the right to implement modifications to the design, configuration, or composition of the products and services, provided that such modifications do not materially affect the nature, functionality, or essential characteristics of the hire-purchase items.
4.8 Nothing in these Terms shall exclude or limit liability for death or personal injury resulting from negligence, wilful misconduct, or any other circumstances in which liability cannot lawfully be excluded or restricted.
4.9 Any strict liability of H16B for initial defects is hereby excluded. H16B shall only be liable in this respect in cases of gross negligence or wilful misconduct. Maintenance, Upkeep and Use
5. Maintenance, servicing and use
The hirer shall maintain the hire-purchase item in proper and functional condition for the entire duration of the contract, exercising due care and in strict compliance with H16B’s operating and maintenance instructions. Upon expiry of the warranty period, the hirer shall bear all associated maintenance costs. Operating expenses as well as the costs of any necessary repairs and replacement parts, including but not limited to the replacement of batteries, shall be borne by the hirer unless otherwise expressly agreed in writing. H16B offers the option of entering into a separate maintenance and service agreement to cover such requirements.
6. Insurance Requirement / Claims Handling
6.1 In view of H16B’s interest in preserving the condition of the hire-purchase item, the hirer shall, at its own expense, maintain continuous insurance coverage for the hire-purchase item at its full replacement value against all risks customarily insured against within the hirer’s industry, by entering into and maintaining appropriate insurance policies throughout the entire contractual term.
6.2 At the hirer’s request, H16B shall arrange appropriate insurance coverage for the hire-purchase item. The amount of the deductible payable by the hirer in the event of an insurance claim is governed by a separate insurance information sheet, which H16B shall provide to the hirer. If no insurance is arranged through H16B, the hirer shall submit an application for the issuance of a security certificate to H16B within four (4) weeks of taking possession of the hire-purchase item, and shall provide H16B with written confirmation of coverage from the insurer within eight (8) weeks of taking possession. Should H16B not receive the aforementioned documents within the specified deadlines, H16B reserves the right to insure the hire-purchase item at the hirer’s expense without further notice. The corresponding insurance premium shall become due and payable together with the hire-purchase instalments from that point onwards.
6.3 Upon the conclusion of the hire-purchase agreement, the hirer hereby assigns to H16B all rights to compensation arising from any insurance policies related to the hire-purchase item. This assignment also extends to any claims the hirer may have against third-party tortfeasors and their insurers. H16B hereby accepts this assignment. Notwithstanding the above, the hirer remains obligated to duly initiate and facilitate the determination and settlement of any damage claims. Any compensation received under an insurance policy or from a liable third party shall be credited to the hirer against the payments due under the hire-purchase agreement, up to the amount of the compensation received.
6.4 Any insurance policies arranged through H16B shall automatically terminate upon the expiry or termination of the hire-purchase agreement.
7. Impairment of Title
7.1 Any actions, dispositions, or interventions by third parties in relation to the hire-purchase item that may affect or impair H16B’s ownership rights shall require H16B’s prior written consent. In such cases, the hirer shall be obliged to promptly notify H16B and provide all relevant documentation without delay. As between the contracting parties, any costs arising from such interventions shall be borne exclusively by the hirer.
7.2 H16B shall be entitled to inspect or examine the hire-purchase item at any time during the hirer’s normal business hours. Upon H16B’s request, the hire-purchase item shall be clearly marked or labelled as the property of H16B.
8. Allocation of Risk
8.1 Upon the handover of the hire-purchase item, the risk of accidental loss, damage, or destruction (“risk of loss”) shall pass to the hirer. Any events falling within the scope of such risk shall be reported to H16B without undue delay and in writing. Such events shall not release the hirer from the obligation to pay the agreed hire-purchase instalments on time or from fulfilling any other contractual obligations. In such cases, the hirer shall, at H16B’s reasonable discretion: a) arrange and bear the costs of repairing the hire-purchase item; or b) if the hire-purchase item is lost, stolen, or rendered a total loss, immediately make a compensatory payment to H16B, in addition to any outstanding instalments. The compensatory payment shall correspond to the total of all remaining instalments due until the end of the hire-purchase period, reduced by a discount reflecting the present value of future payments. This discount shall be calculated using the present value of annuity formula based on an annual discount rate of 2% p.a..
8.2 In the event that the hire-purchase item is lost, stolen, or rendered a total loss, the hirer shall have the right to terminate the hire-purchase agreement by giving three (3) months’ notice to the end of any contractual month. The hirer’s payment obligations in such cases shall be determined in accordance with Section 12(b). In all circumstances, H16B shall apply any insurance proceeds received pursuant to § 6 in a manner that ensures their economically appropriate and intended use.
9. Breach of contract, Including Delay in Performance
9.1 H16B shall be entitled to terminate the hire-purchase agreement without notice (extraordinary termination) if there is good cause pursuant to § 543 of the German Civil Code (BGB). Good cause shall, in particular, be deemed to exist if the hirer is in default of payment of the hire-purchase instalments, either: a) for two (2) consecutive due dates, in whole or in respect of a substantial portion thereof; or b) over a period exceeding two (2) due dates, in an amount equal to at least the hire-purchase instalments for two (2) months.
9.2 H16B shall also be entitled to terminate the hire-purchase agreement without notice if it becomes aware of significant circumstances that call into question the hirer’s ability to fulfil the contract (e.g. enforcement measures, breach of the insurance obligation despite the granting of a grace period — including, among other things, non-payment of insurance premiums as well as violation of § 7 (Impairment of H16B’s Ownership Rights)).
9.3 In the event of an extraordinary termination of the hire-purchase agreement by H16B, the hirer shall be obliged to pay damages. H16B shall be placed in the financial position it would have been in had the hire-purchase agreement been performed without interruption. The amount of damages shall be calculated in accordance with § 8(b), and the discounting shall be carried out using the present value of annuity formula, applying H16B’s applicable (calculated) refinancing rate.
10. Premature Termination of the Agreement
10.1 The statutory grounds for termination shall generally apply to the termination of the hire-purchase agreement – in particular, the termination provisions set out in §§ 573 et seq. of the German Civil Code (BGB) – subject, however, to the following limitation:
10.2 During the contractual term, both H16B as lessor and the hirer may terminate the hire-purchase agreement only by way of extraordinary termination, for example on the grounds set out in Section 543 in conjunction with § 569 of the German Civil Code (BGB). Apart from termination by the lessor or the hirer for good cause, the hire-purchase agreement may only be ended prior to the agreed contractual expiry date if the hirer accepts the purchase agreement offered by H16B. In such case, the hire-purchase agreement shall automatically terminate at the end of the month in which the outstanding balance of the purchase price has been paid in full.
11. Redelivery of the Hire-Purchase Item in the Event of Extraordinary Termination
11.1 Upon termination of the hire-purchase agreement – regardless of the reason for extraordinary termination – the hirer shall, without prior request, be obliged to return the hire-purchase item at its own cost and risk, and with transport insurance, to H16B’s registered office, unless H16B designates another return location within the Federal Republic of Germany.
11.2 If the hirer fails to return the hire-purchase item upon termination of the hire-purchase agreement, H16B may arrange for the recovery of the item at the hirer’s expense. Furthermore, for the duration of the unlawful retention, the agreed hire-purchase instalments shall become due and payable as compensation for each commenced month. H16B reserves the right to assert claims for any additional damages beyond this compensation.
11.3 If H16B identifies any defects or damage to the hire-purchase item that go beyond normal wear and tear resulting from proper contractual use, H16B shall be entitled to require the hirer to remedy such defects at the hirer’s expense.
12. Set-Off of Other Proceeds
12.1 When applying § 9, any proceeds obtained from an alternative realisation or sale of the hire-purchase item shall be credited to the hirer after deduction of any realisation costs or repair costs (including those incurred by third parties), up to the amount of the damages claim. No set-off shall be made against any outstanding hire-purchase instalments.
12.2 The hirer shall provide H16B, within no later than fourteen (14) days following a corresponding request from H16B, with evidence of any prospective buyers. If the hirer fails to provide such evidence within this period, the proceeds realised by H16B from the sale or disposal of the hire-purchase item shall be deemed to reflect the fair market value. H16B shall only be obliged to take into account prospective buyers who intend to acquire the hire-purchase item for the purposes of conducting their commercial business or exercising their independent professional activities.
13. Default Interest and Flate Rate Compensation for Costs
In the event of payment default, the hirer shall pay default interest at a rate of nine (9) percentage points above the applicable base interest rate. In addition, a flat fee of EUR 40.00 shall be charged to cover additional costs incurred as a result of the default.The hirer shall have the right to demonstrate that a lower loss has been incurred in an individual case. Any costs arising from potential security realisation shall be borne by the hirer. H16B’s right to assert claims for any additional damages shall remain unaffected.
14. Replacement of the Hire-Purchase Item
A replacement of the hire-purchase item with another item of at least equal value may be effected by mutual agreement through the early termination of the existing hire-purchase agreement and the simultaneous conclusion of a new hire-purchase agreement.
15. Transfer of Ownership
Upon expiry of the hire-purchase agreement, ownership of the hire-purchase item shall transfer to the hirer, provided that the hirer has fully complied with all individual obligations arising under this agreement.
16. Obligation to Capitalise the Hire-Purchase Item
The hirer acknowledges that, pursuant to the applicable tax regulations, they are required to capitalise the hire-purchase item in their balance sheet. The capitalisation shall take place upon issuance of the invoice.
17. Assignment
17.1 H16B shall be entitled to assign or transfer its rights and claims arising under this agreement to any third party. The hirer hereby expressly consents to the transfer of contractual obligations and/or the continuation of the agreement by a third party, in particular by a refinancing bank.
17.2 The hirer shall only be entitled to assign or transfer any rights or claims against H16B with H16B’s prior written consent.
18. Legal Consequences of Withdrawal or Return
If the hirer exercises a statutory or contractual right of withdrawal or return, the hirer shall be obliged to compensate H16B for any depreciation in value of the hire-purchase item resulting from its intended and proper use.
19. Written Form Requirement
Any side agreements, assurances, or amendments to the hire-purchase agreement shall only be valid if confirmed by H16B in writing.
20. Place of Performance
The place of performance for all rights and obligations arising from this agreement shall be Gießen
IV. Terms and Conditions for the Use of the Waste-as-a-Service Services
1. Smart Waste services
1.1 For the duration of the agreement, H16B shall provide the customer with access to the “Smart Waste Dashboard” as a web application and integration (hereinafter referred to as the “SOFTWARE”) in its most current version.
1.2 H16B shall make the SOFTWARE available to the customer for a fee in its current version via the Internet. For this purpose, H16B shall operate the SOFTWARE as a cloud-based service that is accessible to the customer online.
1.3 The current scope of functions of the SOFTWARE is defined by its most recent specification as published on H16B’s website at www.h16b.com.
1.4 H16B shall, within the scope of technical feasibility, promptly rectify any software defects. A defect shall be deemed to exist where the SOFTWARE fails to perform the functions specified in the specification, produces incorrect results, or otherwise does not operate as intended, thereby rendering the use of the SOFTWARE impossible or substantially restricted.However, inaccuracies in calculations that are attributable to algorithm training or the inherent characteristics of the machine-learning components of the SOFTWARE shall not be considered defects.
1.5 H16B shall continuously develop the services and shall enhance them through the provision of regular updates and upgrades.
2. Rights of use to the Software
2.1 H16B grants the customer a non-exclusive and non-transferable right to use the SOFTWARE specified in this agreement for the duration of the contract and solely for its intended purpose within the scope of the Software-as-a-Service (SaaS) services.
2.2 The customer may only modify the SOFTWARE to the extent that such modification is expressly permitted under the intended use of the SOFTWARE as defined in its most current specification.
2.3 The customer may only reproduce the SOFTWARE to the extent that such reproduction is expressly permitted under the intended use of the SOFTWARE as defined in its most current specification.Reproduction necessary for operation shall include loading the SOFTWARE into the working memory on H16B’s server; however, it shall not include the installation—even temporary—or the storage of the SOFTWARE on any data carriers (such as hard drives or similar media) of the hardware used by the customer.
2.4 The customer shall not be entitled to make the SOFTWARE available to any third party, whether for consideration or free of charge. Any sub-licensing or sub-leasing of the SOFTWARE by the customer is therefore expressly prohibited.
3. Storage space
3.1 Sufficient and scalable storage space is already included in the SwaaS licence. The available storage volume is directly dependent on the number of purchased services and the type of data processing involved.
3.2 H16B shall ensure that the stored data is accessible via the Internet.
3.3 The customer shall not be entitled to make the allocated storage space available to any third party, whether in whole or in part, and whether for consideration or free of charge.
3.4 H16B shall be obliged to implement appropriate measures to prevent data loss and to protect the customer’s data against unauthorised third-party access. For this purpose, H16B shall perform daily backups, scan the customer’s data for viruses, and install firewalls in accordance with the current state of the art.
3.5 The customer shall remain the sole owner of the data in all cases and may therefore request the release of individual or all data at any time. The customer hereby grants H16B a non-exclusive, transferable, sublicensable, royalty-free, worldwide, and perpetual right of use to the anonymised data generated through Smart Waste, solely for the purposes of quality control and service improvement.
3.6 Upon termination of the contractual relationship, H16B shall, upon the customer’s request, provide the customer with all data stored in the customer’s allocated storage space within a period of three (3) months and without undue delay.
3.7 For the purpose of providing the data, H16B shall make a download function available to the customer via the customer portal. The customer shall have no entitlement to receive any software suitable for the use or further processing of the data.
3.8 H16B shall have no right of retention with respect to the customer’s data, nor shall H16B be entitled to exercise the statutory landlord’s lien pursuant to § 562 of the German Civil Code (BGB).
4. Implementation
4.1 H16B shall pre-configure the sensor units to operate on existing LoRaWAN networks or other protocols and technologies, in accordance with the customer’s specifications.
5. Support
5.1 The scope of support shall be determined in accordance with the General Terms and Conditions for Support (AGB-Support).
5.2 H16B shall respond to the customer’s enquiries regarding the use of the SOFTWARE covered by this agreement and the additional SaaS services by telephone or in text form, in accordance with H16B’s Support Policy as set out in Annex 2, and within H16B’s published business hours as stated on the website www.h16b.com. Responses shall be provided following receipt of the respective enquiry.
6. Service Interruptions and Availability Limitations
6.1 Adjustments, modifications, and enhancements to the SaaS services covered by this agreement, as well as measures aimed at identifying and rectifying functional disruptions, shall only result in a temporary interruption or impairment of accessibility where this is strictly necessary for technical reasons.
6.2 The core functions of the SaaS services shall be monitored daily. Regular maintenance of the SaaS services shall generally be ensured Monday to Friday, from 09:00 to 18:00 (CET). In the event of a critical error — where the use of the SaaS services is no longer possible or is seriously impaired — maintenance shall be carried out within three (3) hours of H16B becoming aware of the issue or being notified by the customer. H16B shall promptly inform the customer of any maintenance work and shall perform such work as quickly as technically feasible. If it is not possible to resolve the issue within twelve (12) hours, H16B shall notify the customer within twenty-four (24) hours via email, stating the reasons for the delay and providing an estimated timeframe required to rectify the error.
6.3 The availability of the agreed services shall amount to 98% on an annual average, including maintenance periods. However, service availability must not be impaired or interrupted for more than two (2) consecutive calendar days.
7. Customer’s obligations
7.1 The customer undertakes not to store any content on the allocated storage space that is unlawful or that violates any applicable laws, regulatory requirements, or the rights of third parties.
7.2 The customer shall be obliged to prevent any unauthorised third-party access to the protected areas of the SOFTWARE by implementing appropriate security measures. For this purpose, the customer shall, where necessary, instruct its employees on the correct use of the SOFTWARE and inform them of the obligation to comply with copyright regulations.
7.3 Notwithstanding H16B’s obligation to ensure data security, the customer shall remain solely responsible for entering and maintaining all data and information required for the use of the SaaS services.
7.4 The customer shall be obliged to check its data and information for viruses or other harmful components before uploading or entering them and shall use up-to-date virus protection software that complies with the current state of the art.
7.5 The customer shall generate its own “User IDs” and passwords for accessing and using the SaaS services, in accordance with the assigned roles of “Admin”, “User”, and “Operator”. The customer shall be obliged to keep the User IDs and passwords confidential and shall ensure that they are not disclosed to or accessible by any third parties.
7.6 The content stored by the customer in the allocated storage space may be subject to copyright and data protection laws. The customer hereby grants H16B the right to make the content stored on the server accessible to the customer via the Internet in response to the customer’s requests and, in particular, to reproduce and transmit such content for this purpose, as well as to reproduce it for the purposes of data backup.
8. Remuneration
8.1 The customer undertakes to pay H16B the agreed monthly fee plus statutory VAT for the provision of the services. Unless otherwise agreed, the remuneration shall be based on H16B’s price list valid at the time the contract is concluded. The amount of remuneration, as well as the payment terms and due dates, shall be determined by the provisions set out in the offer.
8.2 Individually agreed services provided by H16B shall be charged as specified and invoice to the customer on a monthly basis.
8.3 The monthly fee shall be due in advance and payable without bank charges by the third (3rd) business day of each month.
8.4 The monthly fee shall be fixed for the initial term of the agreement, starting from the month in which the first payment becomes due.
8.5 The customer shall raise any objections to the invoice for services rendered by H16B in writing within eight (8) weeks of receiving the invoice, by submitting them to the contact point specified on the invoice. After the expiry of this period, the invoice shall be deemed approved by the customer. When sending the invoice, H16B shall expressly inform the customer of the significance of failing to raise timely objections.
V. Warranty Terms and Conditions for Customers (B2B and B2C)
of Hailo Digital Hub GmbH & Co. KG, Aulweg 45, 35392 Giessen
— hereinafter referred to as “H16B” —
§ 1. Scope
The following warranty conditions apply exclusively to products and the associated features in accordance with §2 that are purchased from H16B.
The customer's rights under the statutory warranty (warranty rights in accordance with §§ 437 ff. BGB) remain unaffected and are not limited by these warranty conditions. These warranty conditions do not apply to subsequent damage. Consequential damage includes damage otherwise caused by the warranty product.
§ 2. Products
The warranty covers the following products purchased from H16B:
- Smart Waste Station
- Schnapphans
- Cloud software
- Electronic units
The respective properties can be found in the associated product data sheets.
The cloud software is continuously updated and improved without the customer having to bear additional costs for updates.
§ 3. Warranty claim
A warranty claim exists if, within the warranty period in accordance with §4, a promised characteristic in accordance with §2 does not exist and there is no exclusion in accordance with §5.
§ 4. Implementation
4.1 H16B configures the sensor units in advance on existing LoRa WAN networks or other protocols or technologies in accordance with the customer's specifications.
§ 5. Guarantee requirements
Professional installation and proper use of the products are a prerequisite for the effectiveness of this warranty.
The customer or partner of H16B has a warranty claim immediately within one week of becoming aware of it via our support ticket system or by email to support@h16b.com to report and document the development of the damage in detail (photos and text). A copy of the invoice must be attached to this message. The support team will respond to support inquiries within 24 hours (on working days) and decide on the further settlement of the warranty claim.
Should the product have to be sent in, the customer bears the shipping costs - provided that the deadlines for claims under the legal warranty have expired. The costs of shipping after repair or, if necessary, new delivery are generally borne by H16B.
The warranty does not cover defects in
- improper installation, use, handling and storage
- Use in an unsuitable environment or damage due to external influences such as storms, hail or floods
- Damage due to cleaning with corrosive chemicals
- Signs of wear due to normal wear
- Accidents and disasters including force majeure such as fire, lightning, war, deliberate destruction and unsuitable climate conditions (e.g. mildew due to permanent storage in humid cellars)
This warranty applies to H16B's direct customers and partners and is not transferable. The warranty expires as soon as the customer sells the products from H16B or Partner.
§ 6. Services in the event of a warranty claim
At the option of H16B, the product will either be professionally repaired or replaced with an equivalent one. A right to return for a refund of the purchase price is not granted.
If the customer refuses to repair or exchange for an equivalent product, the warranty expires.
§ 7. User Support and Training
H16B provides training and educational materials for new customers to help them use hardware and cloud software effectively. In addition, our support team is available to answer questions and resolve issues.
§ 8. Documentation
Comprehensive documentation, including hardware user manuals and cloud software technical specifications, is available online and can be accessed by our customers at any time via the H16B website.
Warranty Terms and Conditions — Version: August 2025