General Terms and Conditions for Business Customers

General Terms and Conditions for Business Customers

1 Definitions and interpretation

The following terms have the meanings set out below within these terms of delivery: “OPIS" Opis Technology GmbH with its registered office at Sierksstr. 30, 01326 Dresden, Germany, entered in the commercial register of the Amtsgericht Dresden under number HRB 30574; “Terms" the terms of delivery set out in this document; “Contract" any agreement between OPIS and the Customer for the purchase and sale of the Goods and/or services; “Customer" the legal entity (legal or natural person) acting as a business (§ 14 German Civil Code, BGB) that agrees to purchase the Goods and/or services from OPIS under these Terms; “Delivery Address" the address to which the Goods are to be delivered, which must be identical to the Customer’s main place of business unless another address has been agreed in writing; “DOA Period" (Dead On Arrival) a period of 28 days from the delivery date; “Estimated Delivery Date" the date estimated by OPIS on which the Goods will be delivered; “Goods" the goods that OPIS is to deliver to the Customer on the terms agreed in the Contract.

2 Basis of sale

2.1 These Terms apply to all contracts concluded by OPIS for the sale of goods and services. By placing an order, the Customer agrees to contract with OPIS on these Terms, to the exclusion of all other terms of the Customer.
2.2 Deviating terms of the Customer apply only if they are expressly set out in a document signed by both parties.
2.3 Employees or sales agents of OPIS are not authorised to give assurances unless confirmed in writing by a managing director of OPIS. Individual agreements within the meaning of § 305b BGB remain unaffected.
2.4 Printing, typing or other errors in sales brochures, quotations, price lists or other documents are without guarantee and are subject to correction.

3 Sale and purchase

3.1 The Customer undertakes to purchase the Goods and services, and OPIS undertakes to deliver or provide them.
3.2 Every order by the Customer is deemed an offer to purchase and is immediately binding on the Customer; it is binding on OPIS only once OPIS has accepted the order in writing (including by e-mail).
3.3 The Customer ensures that the order details are complete and correct.
3.4 A contract is concluded when OPIS confirms the order or delivers the Goods or provides the service, whichever occurs first. Unless stated otherwise, quotations are valid for 30 days.
3.5 Accepted orders or quotations can be cancelled only with the written consent of a managing director of OPIS and against payment of a reasonable cancellation fee.

4 Description

4.1 The quantity and description of the Goods/services must correspond to the details in the order, pro forma invoice or order confirmation.
4.2 Samples, drawings, catalogues and advertising materials serve solely as an approximate illustration and are not part of the Contract (no sale on approval under §§ 454 ff. BGB).

5 Delivery

5.1 OPIS will use its best efforts to deliver by the Estimated Delivery Date; the delivery date is not a fixed-date transaction unless expressly agreed in writing. OPIS reserves the right to charge delivery costs.
5.2 OPIS is entitled to make partial deliveries, provided these are reasonable for the Customer.
5.3 The Customer provides safe access and all necessary prerequisites for delivery/performance of services.
5.4 The Customer must inspect the Goods upon delivery in accordance with § 377 German Commercial Code (HGB) and report damage or quantity discrepancies within five business days; hidden defects within five days of discovery. If a timely report is not made, the Goods are deemed approved as provided in § 377 HGB.
5.5 If a defect is reported in time, OPIS is entitled to replace or repair at its option; if this fails twice, the Customer may withdraw from the contract or reduce the price.
5.6 OPIS is liable for damage resulting from delayed delivery in accordance with clause 8.
5.7 If the Customer does not take delivery of Goods that are ready for delivery, the risk passes to the Customer; OPIS may store the Goods at the Customer’s expense.

6 Price and payment terms

6.1 The price stated in the order, pro forma invoice or order confirmation applies.
6.2 If a down payment is provided for, OPIS will deliver only after full receipt.
6.3 OPIS may increase prices before delivery insofar as this is due to cost increases beyond its control (max. 5% per calendar year in the case of a general list price increase).
6.4 Additional costs resulting from changes requested by the Customer or insufficient information are borne by the Customer.
6.5 Prices below €500 are exclusive of transport, packaging and insurance.
6.6 The price is exclusive of statutory VAT, import/export duties and customs charges.
6.7 Unless agreed otherwise, payments are due after delivery or performance of the service.
6.8 Invoice amounts are payable within 30 days without deduction; set-off only with undisputed claims or claims established by a final court decision.
6.9 The date on which the credit is received in the specified bank account is decisive for the time of payment.
6.10–6.12 OPIS may grant the Customer a credit or cheque purchase limit and may change or cancel it at its discretion; if the limit is exceeded, OPIS reserves the right to withhold release of the goods until payment is received.
6.13 Payments are applied to open invoices at OPIS’s discretion.
6.14 In the event of late payment, OPIS is entitled to charge statutory default interest, to claim collection costs and to take the further measures set out in this clause.
6.15 OPIS may charge a surcharge on credit card transactions in accordance with its fee provisions.

7 Warranty

7.1 The warranty period for the Goods is 24 months from the delivery date, subject to applicable recourse claims under §§ 445a, 445b, 478 BGB.
7.2 OPIS warrants that the Goods are free from material defects and defects of title at the time of passing of risk; excluded are defects resulting from normal wear and tear, improper use, damage caused by the Customer, improper installation, non-compliance with specifications or unauthorised modification.
7.3 Clause 7.2 does not apply to goods sold “without warranty", free promotional gifts, breaches of clause 7.7 or late notification of defects.
7.4–7.6 In the case of justified claims, the Customer returns the goods to OPIS; OPIS replaces or repairs free of charge at its discretion. The Customer follows the return procedure communicated.
7.7 Returned Goods must be complete (with accessories, manuals, original packaging) and unmarked, and must be returned at the Customer’s cost and risk.
7.8 If the criteria of this section are not met, OPIS may return the goods at the Customer’s expense and cancel any credits already issued.
7.9 After expiry of the warranty period, the Customer receives a cost estimate for the repair on request.

8 Liability

8.1 OPIS is liable without limitation in cases of intent and gross negligence. In cases of simple negligent breach of material contractual obligations (cardinal obligations), liability is limited to the foreseeable damage typical for this type of contract, at most the total price of the Goods concerned. Otherwise, liability for simple negligence is excluded.
8.2 Subject to clauses 8.1 and 8.3, OPIS is not liable for loss of profit, loss of revenue, loss of goodwill, loss of business opportunities, loss of data or other indirect damage.
8.3 Liability for death, personal injury, damage to health, fraudulent misrepresentation, assumed guarantees and claims under the Product Liability Act remains unlimited and cannot be excluded.

9 Passing of risk and title

9.1 Risk passes to the Customer upon delivery.
9.2 Title to the Goods passes only when all claims of OPIS arising from the business relationship have been settled (extended retention of title).
9.3–9.4 The Customer may resell the Goods in the ordinary course of business and hereby assigns the resulting claims to OPIS in advance.
9.5 In the event of conduct in breach of contract, in particular late payment, OPIS is entitled, after withdrawing from the contract, to demand return of the Goods.
9.6–9.10 As long as the retention of title exists, the Customer may neither pledge the Goods nor assign them as security; OPIS may store and inspect the Goods separately and have them reclaimed at the end of the contract.
9.11 The rights under this section remain fully in effect after termination of the contract for any reason.

10 Intellectual property rights

10.1 The Customer is not entitled to use trademarks or other intellectual property rights of OPIS without prior written consent.
10.2–10.3 If the Customer uses OPIS trademarks at OPIS’s request for packaging or branding purposes, OPIS receives a simple, royalty-free licence thereto; OPIS grants the Customer a simple right to use software contained in the Goods, but no right to decompile or reverse engineer.

11 Termination

11.1 OPIS may terminate the contract without notice in the event of an irremediable or continuing breach of contract by the Customer, an application for insolvency, cessation of payments or a material change in the Customer’s management or ownership.
11.2 In the event of termination, OPIS may reclaim delivered but unpaid Goods; the price becomes due immediately, plus statutory interest.

12 Force majeure

12.1 OPIS is entitled to postpone delivery dates or suspend contracts if its business is prevented by circumstances beyond its control (war, natural disasters, epidemics, strikes, etc.); if the event continues uninterrupted for more than 90 days, both parties may terminate the contract in writing.

13 Confidentiality

13.1–13.4 Both parties keep confidential information received from the other party secret and disclose it only to directly involved employees who are bound accordingly; excluded is information that is lawfully public, was already in the party’s possession before the start of the contract, or was lawfully obtained from third parties. This obligation continues after the end of the contract.

14 Data protection

14.1 If a party processes personal data of the other party or of its personnel, suppliers, customers or representatives in connection with the contract, it processes such data in accordance with the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG) solely for the contractually agreed purposes, takes appropriate technical and organisational measures and does not transfer personal data outside the European Economic Area without the other party’s prior written consent, unless appropriate safeguards within the meaning of Art. 44 et seq. GDPR exist (e.g. an adequacy decision, EU standard contractual clauses or certification under the EU-US Data Privacy Framework).
14.2 Notwithstanding clause 14.1, OPIS is entitled to collect, store and pass on information and data about the buyer for the purpose of debt collection or outsourced receivables management.
14.3 Further details on the processing of personal data by OPIS can be found in our privacy policy. Upon request, the parties will conclude a data processing agreement pursuant to Art. 28 GDPR, where required by the nature of the data processing.

15 Third-party rights

15.1–15.3 OPIS may also perform its rights/obligations through affiliated companies. Rights or remedies under the contract belong exclusively to OPIS and the Customer; third-party rights (e.g. statutory rights) remain unaffected.

16 General provisions

16.1–16.6 The remedies available to OPIS apply without prejudice to other rights; a waiver must be expressly declared. If a provision is invalid, the remaining provisions remain unaffected. Notices must be delivered in writing by post with acknowledgement of receipt or by e-mail and are deemed received two days after delivery. The Customer may not assign rights/obligations without the written consent of OPIS; OPIS may do so freely.
16.7 References to statutes include their amendment, re-enactment or replacement.
16.8 The Customer is responsible at its own expense for compliance with all relevant regulations, including export control law.
16.9 The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) of 11 April 1980.
16.10 The place of performance for delivery is the place of dispatch; the place of payment is Dresden. If the Customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction is Dresden; OPIS may also choose any other statutorily competent place of jurisdiction.
16.11 Deviating provisions agreed in writing take precedence over the foregoing provisions.

Version: October 2026