Terms and Conditions
Standard Terms and Conditions of
JUMPtec GmbH (JUMPtec) Current as of 12/2024
Preamble
The following terms and conditions shall apply to the contractual relationship between the supplier/company (referred to hereafter as the supplier/JUMPtec) and the
purchaser/customer (referred to hereafter as the customer); they shall also apply to any further deliveries made or services provided. These terms and conditions shall be applicable
in respect of commercial entities (§ 310 clause 1,14 of the German Civil Code/BGB) but not in respect of consumers
§ 1 General provisions
(1) Terms and conditions of the customer's which differ from
JUMPtec's terms and conditions and which have not been
expressly accepted by JUMPtec shall not bind the parties
albeit that they may not have been expressly rejected by
JUMPtec. JUMPtec's terms and conditions shall apply to the
exclusion of all other terms and conditions.
(2) This agreement is subject exclusively to German law (in
particular as regards the incorporation and interpretation of
these terms and conditions and the conclusion and
interpretation of legal transactions). The UN Convention on
Contracts for the International Sale of Goods (CISG) and the
provisions relating to conflicts of law contained in the
Introductory Act to the German Civil Code/EGBGB shall not
apply to this agreement.
(3) The validity of all remaining provisions shall not be affected in
the event that individual provisions of these terms and
conditions or any of its sections are void. The contractual
parties shall be required to replace the void provision with a
valid provision that matches the void provision's economic
purpose, provided this does not cause any major change to
the substance of the agreement. The same shall apply if
circumstances which have not been expressly provided for in
the agreement now require provision to be made for them.
(4) The deemed place of performance for all duties arising directly
or indirectly from this agreement, including the duty to pay,
shall be JUMPtec's place of business.
(5) This agreement is subject to the exclusive jurisdiction of the
courts of Munich. In the event of a district court being given
functional jurisdiction, the parties agree that Munich District
Court II shall have exclusive jurisdiction.
§ 2 Offers, scope of services and concluding the agreement
(1) Contractual offers made by JUMPtec are subject to change.
An agreement shall not be deemed to be concluded until
JUMPtec has provided written confirmation of the customer's
order.
(2) The company reserves the right to make constructional
technical alterations as are usual in the trade to the scope of
services offered (in particular as relates to design, choice of
materials, specification and method of construction) provided
this does not unreasonably prejudice the customer nor affect
the fitness for purpose of the service provided. Further, the
customer shall declare itself in agreement with other
proposals for alteration made by JUMPtec provided it is not
unreasonable to expect the customer to do so. Improvements
to the goods shall be deemed to be accpetable provided it is
not unreasonable to expect the customer to accept them,
taking into account JUMPtec's interests. Documents on
which the offer or order confirmation is based, such as
images, drawings, dimensions and weight specifications,
shall be deemed to be estimates only unless JUMPtec
expressly designates them as being binding.
(3) All industrial property rights in quotes, drawings and other
documentation shall be owned solely by JUMPtec.
§ 3 Prices and conditions of payment
(1) Prices are quoted net FCA Kaufbeuren, Sudetenstraße 7,
Incoterms®2010, FCA Augsburg, Lise-Meitner-Str. 3,
Incoterms®2010, FCA Eching, Oskar-von-Miller-Str. 1, 85386
Eching Incoterms®2010, FCA Roding, Werner-von-Siemens-
Str. 1-3 Incoterms®2010 oder FCA Deggendorf,
Brunnwiesenstr. 14, Incoterms®2010 exclusive of packaging
and all other handling and transport costs. The applicable
amount of value added tax as at the date of the invoice shall
also be added to the price. Packaging is treated as a primary
cost and shall not be taken back unless JUMPtec is obliged
to do so by law.
(2) JUMPtec reserves the right to require cash on delivery in
respect of deliveries worth less than € 2,000.
(3) In the event that a period of more than 4 months elapses
between the date on which the agreement is concluded and
the date of delivery, JUMPtec not being responsible for such
delay in delivery, JUMPtec may duly increase the price taking
into account the cost incurred in respect of materials, salaries
and other incidental expenses which are to be borne by the
seller. The customer may withdraw from the agreement in the
event of an increase in price of more than 40%.
(4) Additional expenses incurred as a result of a customer's
request for alterations, and which are taken on board by
JUMPtec, shall be charged to the customer.
(5) In the event of a customer being responsible for exceeding the
deadline for payment, JUMPtec may require the payment of
interest in accordance with §§ 288 clause 2, 247 of the
German Civil Code/BGB whilst reserving its right to make
further claims.
(6) JUMPtec may adjust its prices accordingly in the event of
changes in customs tariffs, import or export taxes.
§ 4 Set-off and withholding
The customer may not set-off or withold funds unless the
counterclaim has been accepted or it is undisputed or final judgment
has been passed in relation to the counterclaim.
§ 5 Delivery dates, delay, frustration
(1) Delivery dates are estimates only and shall not be binding.
They shall be duly extended in the event of a customer
delaying assistance or neglecting to provide assistance as
required or agreed on the part of the customer. The same
shall apply in respect of measures relating to industrial action,
in particular stirkes or lock-outs, and in the event of
unforeseen difficulties that are not within the control of
JUMPtec, e.g. force majeure (fire, natural disasters), delays
in delivery by suppliers, traffic congestion, lack of raw
materials or a lack of power supply as well as delays due to
missing permits of the Ministry of Foreign Affairs or fo the
Federal Office of Economics and Export Control (BAFA) etc.,
notwithstanding JUMPtec having duly taken precautionary
measures against the occurrence of difficulties of this kind.
Alterations requested by a customer to the goods supplied
shall also result in the delivery date being duly extended.
(2) Delivery in parts shall be permissible so long as it is not
unreasonable to expect the customer to accept such delivery.
Each part delivery made under a continuous supply
agreement shall be deemed to be a separate delivery.
(3) Delivery to the customer shall be subject to correct punctual
supply being received by JUMPtec. JUMPtec will notify the
customer of any delays. In the event that JUMPtec does not
receive correct punctual supplies from its suppliers, and
JUMPtec is not responsible for this, the time of performance
shall be postponed accordingly. Alternatively JUMPtec may
in this instance declare that it wishes to withdraw from the
agreement in respect of those goods that have not been
delivered. The customer shall have no further right to claim
damages or reimbursement of expenses from JUMPtec.
(4) JUMPtec shall be liable in accordance with the law in the
event of a fixed contract having been agreed. The same
shall apply in the event of a customer being able to assert
that as a result of the delay for which JUMPtec is
responsible, the customer's interest in performance of the
agreement has ceased to exist. The right to claim damages
or reimbursement of expenses on the grounds of a delay in
delivery in accordance with § 8 shall be limited or excluded
under this agreement.
§ 6 Despatch and passing of risk
(1) Risk shall pass to the customer as soon as the delivery is
passed to the person carrying out the transportation, or the
delivery has left JUMPtec's warehouse for the purpose of
being despatched. Should despatch be delayed for reasons
for which JUMPtec is not responsible, risk shall pass to the
customer as soon as the customer receives notification of the
delivery being ready for despatch.
(2) JUMPtec shall, at the customer's request, be obliged to
arrange appropriate insurance cover at the customer's
expense.
§ 7 Retention of title
(1) JUMPtec shall retain title to the goods delivered until such a
time as they have been paid for in full. This right of retention
of title shall continue to apply until such a time as all duties,
including any future or contingent duties, resulting from the
business relationship between the customer and JUMPtec
have been performed.
(2) After complete payment the customer may resell, process or
integrate the goods with others in the ordinary course of
business, in which case the customer agrees to assign to
JUMPtec all claims and ancillary rights it may have in respect
of such resale, processing or integration or on any other
legal grounds (in particular as regards insurance or illicit acts)
to the value of the final invoice amount (inclusive of value
added tax). If the goods delivered are part owned by
JUMPtec as a result of JUMPtec retaining title to the goods,
such assignment of rights shall be in proportion to JUMPtec's
part ownership share. Should the contractual goods be
resold in connection with a third party's goods that are not
owned by the customer, the resulting claims shall be
assigned to JUMPtec in proportion of the final invoice amount
of JUMPtec's goods to the final invoice amount of the third
party goods. The customer shall continue to be entitled to
enforce such claims after they have been assigned, however
this shall not affect JUMPtec's right to enforce them itself.
JUMPtec agrees to refrain from enforcing any such claims
for so long as the customer is able to service its payment
obligations from payments received by it, the customer does
not fall into arrears, no petition for commencement of
insolvency proceedings is made and payment is not
suspended. Should any of the aforementioned situations
occur, however, the customer shall if requested disclose
details of the claims and of the obligors, provide all the
necessary details for enforcement of the claims, along with
the relevant documentation, and notify the obligors (third
parties) of the assignment. The aforementioned shall also
apply in the event of a customer reselling, processing or
integrating the contractual goods into others in breach of this
agreement.
(3) JUMPtec's right to retain title to the goods shall also extend to
the full value of any products resulting from the processing or
integration of the contractual goods, whereby these processes
shall be deemed to have been carried out for JUMPtec so
that JUMPtec is considered to be the manufacturer (§ 950
German Civil Code/BGB). In the event that any contractual
goods are processed or integrated in connection with other
goods which are not owned by JUMPtec, JUMPtec shall
acquire part ownership in proportion to the relevant objective
values of these goods, in which case it is agreed that the
customer shall take good care of the goods for JUMPtec.
(4) In the event of a breach of this agreement by the customer, in
particular with respect to a delay in payment, JUMPtec may
take back the goods provided a deadline for payment as set
by JUMPtec has passed without payment having been
received. JUMPtec may enter onto the customer's business
premises for this purpose. The mere taking back of goods
shall not constitute a withdrawal by JUMPtec from this
agreement, unless a deadline for payment as set by JUMPtec
has passed without payment having been receveid and
withdrawal from the agreement is expressly asserted by
JUMPtec. The cost of taking back goods (transportation
costs, in particular) shall be borne by the customer. Further,
JUMPtec may prohibit the customer from selling on,
processing, combining or integrating into other goods any
contractual goods that are subject to JUMPtec's right of
retention of title, and may revoke the customer's right to
enforce its claims (see clause (2) above).
(5) The securities to which JUMPtec is entitled shall not be
realised insofar as the estimated value of the securities
exceeds the nominal value of the claims that are to be
secured by 50%. The decision as to which securites have
been released shall be at JUMPtec's discretion.
(6) Should the validity of JUMPtec having retained title to goods
be subject to special provisions or special formalities in the
country of destination, it shall be the customer's responsibility
to ensure that any such requirements are met.
§ 8 Material defects and defects of title (warranty)
(1) JUMPtec will be liable for defects in the goods deilvered in
accordance with the following provisions provided the
customer has duly complied with its duties of inspection and
complaint notification as set out in § 377 German Commercial
Code/HGB (the complaint must be notified to JUMPtec in
writing).
(2) The customer shall not have a right to claim for defects unless
the defect is of a material nature. The customer's right to
claim will at JUMPtec's discretion be limited to the defect
being remedied or a new fault-free good being delivered
(subsequent performance). In the event of frustration or
failure of subsequent performance the customer shall be
entitled to demand a reduction in price or to withdraw from the
agreement. The customer shall reimburse to JUMPtec any
costs incurred in the event that a more detailed inspection of
notified defects reveals that there is no defect or that such
defect is not the responsibility of JUMPtec. The cost of
providing subsequent performance shall be borne by
JUMPtec, provided the cost is not increased due to
contractual goods having been placed at a location other
than the place of performance.
(3) Any other claims for damages or reimbursement of expenses
made by the customer shall be regulated in accordance with §
11.
(4) Unless longer limitation periods are prescribed by law, the
right to claim for defects shall be limited to a period of 24
months commencing at the time at which the goods are
delivered to the customer. In the event that the goods require
installation by JUMPtec, the limitation period shall commence
as soon as the goods are ready for use.
(5) Any assurances or guarantees shall not be deemed to have
been validly given unless expressly given in writing by
JUMPtec.
(6) The deemed place of performance for subsequent
performance shall be the customer's place of business, unless
the law provides that it should be JUMPtec's place of
business. JUMPtec may refuse to provide subsequent
performance if the cost of subsequent performance has risen
because the customer has taken the goods to a location the
result of which is that subsequent performance would
become unreasonable.
§ 9 Software
(1) Software licence
Licenced software including subsequent new versions and
components thereof and relevant documentation must only be
used on the central processing unit on which it was initially
installed. Software may only be copied for backup purposes
provided the copyright notice from the original copy is included
and provided it is copied for use on that central processing
unit only. The customer shall protect the software from acces
by third parties. Persons exercising the customer's right to
use the software on the customer's behalf shall not be
deemed to be third parties.
JUMPtec shall retain all exploitation rights in relation to the
software. Should a customer act in breach of these licence
provisions, JUMPtec shall be entitled to terminate the licence
and to demand the return of the software and all components
and copies thereof, provided a warning notice specifying a
deadline as given by JUMPtec has passed without remedial
action having been taken. The customer shall be responsible
for ensuring valid use of the software and, as applicable, its
further distribution.
The licence shall be deemed to have been granted on delivery
of the software. The licence fee shall fall due at the same
time. The terms and conditions governing the software shall
be considered accepted when the customer accepts the
software.
Source programmes shall not be provided unless a special
written agreement has been made in this respect.
(2) Software warranty
The following provisions shall apply in addition to the
provisions in §§ 8, 10 and 11 of these terms and conditions:
(2.1) In line with the current technological status quo,
software is never completely defect-free as regards its
structure. In the case of major defects, instructions given for
bypassing the consequences of the defect shall be deemed to
constitute sufficient subsequent performance.
(2.2) JUMPtec does not warrant that the programme
functions will be adequate for the customer's requirements or
that they will work in the combination chosen by the customer.
In line with the current technoligical status quo, no guarantee
can be given in respect of the software's operation being
uninterrupted or defect-free nor that all possible defects have
been completely removed.
(2.3) Liability for defects in respect of the replacement or
loss of data resulting from a delivery of software shall be
excluded from this agreement. The customer is obliged to
secure its data accordingly.
(2.4) Due to the particularities of the individual
programmes, the scope of applicable liability for defects can
not be notified to the customer in a legally binding manner in
the offer or product description.
§ 10 Particularities in respect of breaches of industrial property rights
(1) JUMPtec undertakes to save and hold the Customer
harmless from all payment obligations established finally and
absolutely at law or entered into by JUMPtec under an out-
of-court settlement arrangement and arising from an alleged
breach by a delivered product of a German patent or other
proprietary right. The precondition for this is, however, that
the Customer notifies JUMPtec without delay in writing of all
claims asserted against the Customer and any subsequent
legal action, authorizes JUMPtec to conduct and conclude
the legal action by itself and gives JUMPtec alreasonable
assistance in doing so.
(2) Within the scope of subsequent performance JUMPtec may,
at its discretion:
• grant to the customer the right to continue using the good;
• replace the good or alter it so that there is no longer a breach
of industrial property rights; or
• take back the good and credit its reduced value, as calculated
in accordance with writing-down principles, to the customer if
the aforementioned courses of action are not feasible for
JUMPtec at commercially acceptable conditions.
(3) §§ 8, 9 and 11 apply analogously.
§ 11 Withdrawal and general liability
(1) The customer's legal right to withdraw from the agreement
shall not be excluded or limited save as provided in § 8.
Equally, this agreement does not purport to exclude nor limit
JUMPtec's legal or contractual rights and entitlements.
(2) JUMPtec shall be liable without limit for intentional and
grossly negligent acts only (including those of its legal
representatives and agents) and for damage to life, bodily
harm and damage to health. JUMPtec shall also be liable
without limit for guarantees or assurances given if a defect
that is covered by such a guarantee or assurance triggers
liability. Further, there shall be no limit to liability resulting
from hazardous circumstances (in particular in accordance
with the German Product Liability
Act/Produkthaftungsgesetz). This shall not affect possible
liability in accordance with the entrepreneur's recourse
principles contained in §§ 478 et seq. German Civil
Code/BGB.
(3) JUMPtec's remaining liability in respect of culpable breaches
of material contractual duties (cardinal duties) shall be limited
to forseeable loss as is typical for this kind of agreement. All
other liability shall be excluded regardless of its legal basis (in
particular claims resulting from a breach of primary or
secondary contractual obligations, illicit acts and liability for
other tortious acts).
(4) The same (exclusions, limitations and exceptions) shall apply
in respect of claims on the grounds of fault at the time of
concluding the agreement.
(5) This § 11 shall apply analogously in relation to the
reimbursement of expenses (to the exception of any
reimbursement as provided in §§ 439 II and 635 II German
Civil Code/BGB.
(6) Exclusions and limitations of liability shall also apply in respect
of JUMPtec's legal representatives and agents.
(7) This agreement does not purport to reverse the burden of
proof. Cardinal duties means material contractual duties, i.e.
those duties which give the agreement its character and on
which the customer may rely.
§ 12 Export und re-export
(1) Deliveries by JUMPtec shall be subject to the grant of an
export licence by the Department of Commerce in
Washington DC/USA or by the relevant authority of a
different country of delivery or export permit of the Ministry of
Foreign Affairs or fo the Federal Office of Economics and
Export Control (BAFA).
(2) In view of the seller's import licence, goods and technological
know-how delivered by JUMPtec are intended for use and
destination in Germany. Any re-export by the customer must
be authorised and is subject to German foreign trade laws and
the US export regulations, the observance of which is the
customer's responsibility.
§ 13 Field of use of goods; overall responsibility
(1) Use of JUMPtec's goods in the field of security shall not be
permissible unless clearance has been obtained from
JUMPtec. This shall apply in particular in respect of use in
the aviation and aerospace industry, the military and the
fields of medical engineering and automotive engineering.
(2) If goods are to be incorporated into any total system, the
customer must carry out sufficient compatibility and
acceptance tests prior to use or resale. Responsibility for the
total system shall continue to lie with the customer.
