General Terms and Conditions for Business Customers

General Terms and Conditions for Business Customers

1 Definitions and Interpretation

For the purposes of these terms of supply, the following terms shall have the meanings set out below: "OPIS" means Opis Technology GmbH, with its registered office at Sierksstr. 30, 01326 Dresden, entered in the commercial register of the Dresden Local Court under number HRB 30574; "Terms" means the terms of supply set out in this document; "Contract" means any agreement between OPIS and the Customer for the sale and purchase of the Goods and/or services; "Customer" means the legal or natural person that agrees to purchase the Goods and/or services from OPIS under these Terms; "Delivery Address" means the address to which the Goods are to be delivered, which must be the Customer's principal place of business unless another address has been agreed in writing; "DOA Period" (Dead On Arrival) means a period of 28 days from the date of delivery; "estimated delivery date" means the date on which OPIS estimates the Goods will be delivered; "Goods" means the goods which OPIS is to supply to the Customer on the terms agreed in the Contract.

2 Basis of Sale

2.1 These Terms apply to all contracts entered into 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 any other terms put forward by the Customer.
2.2 Any terms proposed by the Customer that differ from these Terms shall apply only if expressly set out in a document signed by both parties.
2.3 No employee or agent of OPIS is authorised to make any representation unless it has been confirmed in writing by a managing director of OPIS.
2.4 The Customer waives any claim arising from an incorrect statement, save in the case of intentional fraudulent misrepresentation.
2.5 Any advice or recommendation not confirmed in writing by a managing director of OPIS is followed or relied upon entirely at the Customer's own risk.
2.6 Printing, clerical or other errors in sales literature, quotations, price lists or other documents are given without warranty and are subject to correction.

3 Sale and Purchase

3.1 The Customer undertakes to purchase the Goods and services, and OPIS undertakes to supply or perform them.
3.2 Each order placed by the Customer constitutes an offer to purchase and is immediately binding on the Customer; it becomes binding on OPIS only once OPIS has accepted the order in writing (including by email).
3.3 The Customer is responsible for ensuring that the details of its order are complete and accurate.
3.4 A Contract is formed once OPIS confirms the order or delivers the Goods or performs the service, whichever occurs first. Unless stated otherwise, quotations remain valid for 30 days.
3.5 An accepted order or quotation may be cancelled only with the written consent of a managing director of OPIS and subject to payment of a reasonable cancellation fee.

4 Description

4.1 The quantity and description of the Goods/services shall be as set out in the order, pro forma invoice or order confirmation.
4.2 Samples, drawings, catalogues and promotional materials are provided for general guidance only and do not form part of the Contract (this is not a sale on approval within the meaning of §§ 454 ff. BGB).

5 Delivery

5.1 OPIS will use reasonable endeavours to deliver by the estimated delivery date; unless expressly agreed in writing, the delivery date does not constitute a fixed-date transaction. OPIS reserves the right to charge for delivery.
5.2 OPIS may make partial deliveries, provided these are reasonable for the Customer to accept.
5.3 The Customer shall provide safe access and all conditions necessary for delivery or performance of the services.
5.4 Subject to clause 5.5, delivery is deemed accepted even where made late.
5.5 The Customer must inspect the Goods on delivery and report any damage or shortfall in quantity within five business days; hidden defects must be reported within five days of discovery. Failure to give notice shall exclude the corresponding claims.
5.6 Where a defect is reported in time, OPIS may, at its discretion, either replace or repair the Goods; if this fails on two occasions, the Customer may withdraw from the Contract or reduce the price.
5.7 OPIS shall not be liable for any direct, indirect or consequential loss arising from delayed delivery, except in the case of gross negligence; liability shall in any event be capped at 5% of the price of the Goods.
5.8 If the Customer fails to take delivery of Goods that are ready for dispatch, risk shall pass to the Customer, and 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 shall apply.
6.2 Where an advance payment is required, OPIS shall not deliver until it has been received in full.
6.3 OPIS may increase prices prior to delivery to the extent this results from cost increases beyond its control (capped at 5% per calendar year in the case of a general list price increase).
6.4 Any additional costs arising from changes requested by the Customer or from insufficient information provided by the Customer shall be borne by the Customer.
6.5 Prices below €500 are exclusive of transport, packaging and insurance.
6.6 Prices are exclusive of statutory VAT, import/export duties and customs charges.
6.7 Unless otherwise agreed, payment is due on delivery or performance.
6.8 Invoiced amounts are payable within 30 days without deduction; set-off is permitted only against undisputed claims or claims finally and bindingly established.
6.9 The date of payment shall be the date on which the corresponding funds are credited to the bank account specified.
6.10–6.12 OPIS may grant the Customer a credit or cheque purchase limit and may vary or withdraw it at its discretion; if this limit is exceeded, OPIS reserves the right to withhold release of the Goods until payment has been received.
6.13 Payments shall be applied to outstanding invoices at OPIS's discretion.
6.14 In the event of late payment, OPIS is entitled to charge statutory default interest, to recover 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 published fee terms.

7 Warranty

7.1 The warranty period for the Goods is 24 months from the date of delivery, subject to any applicable rights of recourse under §§ 478 ff. BGB.
7.2 OPIS warrants that the Goods will be free from material defects in materials and workmanship during the warranty period; this excludes defects arising from normal wear and tear, misuse, damage caused by the Customer, improper installation, non-compliance with instructions, or unauthorised modification.
7.3 Clause 7.2 does not apply to Goods sold "without warranty", free promotional items, breaches of clause 7.7, or defects reported late.
7.4–7.6 Where a claim is valid, the Customer shall return the Goods to OPIS; OPIS will, at its discretion, replace or repair them free of charge. The Customer shall follow the notified returns procedure.
7.7 Goods returned must be complete (including accessories, manuals and original packaging) and unmarked, and shall be returned at the Customer's cost and risk.
7.8 Where the requirements of this section are not met, OPIS may return the Goods to the Customer at the Customer's expense and cancel any credit already issued.
7.9 After expiry of the warranty period, the Customer may request a repair cost estimate.

8 Liability

8.1 Subject to clause 8.3, OPIS's total liability is limited to the total price of the relevant Goods, provided no essential contractual obligation has been breached; where such an obligation has been breached, OPIS shall be liable only for foreseeable loss typical for contracts of this kind.
8.2 OPIS shall not be liable for loss of profit, loss of revenue, loss of goodwill, loss of business opportunity, loss of data, or other indirect losses.
8.3 Nothing in these Terms limits or excludes liability for death, personal injury, intent, gross negligence, fraudulent misrepresentation, guarantees expressly assumed, or claims under the German Product Liability Act.

9 Passing of Risk and Title

9.1 Risk passes to the Customer on delivery.
9.2 Title to the Goods does not pass until all of OPIS's claims arising from the business relationship have been settled in full (extended retention of title).
9.3–9.4 The Customer may resell Goods in the ordinary course of business and hereby assigns to OPIS, in advance, any claims arising from such resale.
9.5 In the event of a breach of contract by the Customer, in particular late payment, OPIS is entitled to repossess the Goods and to enter the Customer's business premises for that purpose.
9.6–9.10 For as long as the retention of title applies, the Customer may neither pledge the Goods nor assign them by way of security; OPIS may store the Goods separately, inspect them, and have them returned on termination of the Contract.
9.11 The rights under this section survive termination of the Contract for any reason, in full.

10 Intellectual Property Rights

10.1 The Customer may not use OPIS's trade marks or other intellectual property rights without OPIS's prior written consent.
10.2–10.3 Where OPIS requires the Customer to use OPIS's trade marks for packaging or branding purposes, OPIS grants a simple, royalty-free licence for that purpose; OPIS grants the Customer a simple right to use any software contained in the Goods, but no right to decompile or reverse-engineer it.

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, the filing of an insolvency petition, cessation of payments, or a material change in the Customer's management or ownership.
11.2 On termination, OPIS may reclaim any Goods delivered but not paid for; the price shall become immediately due, together with statutory interest.

12 Force Majeure

12.1 OPIS is entitled to postpone delivery dates or suspend contracts where its business is prevented by circumstances beyond its control (such as war, natural disaster, epidemic or industrial action); if such an event continues uninterrupted for more than 90 days, either party may terminate the Contract in writing.

13 Confidentiality

13.1–13.4 Each party shall keep confidential any confidential information received from the other party and shall disclose it only to employees directly involved who are bound by corresponding confidentiality obligations; this excludes information that is lawfully in the public domain, was already lawfully held by the receiving party before the Contract began, or was lawfully obtained from a third party. This obligation survives termination of the Contract.

14 Data Protection

14.1 Where a party processes personal data of the other party or of its personnel, suppliers, customers or representatives in connection with the Contract, it shall process such data in accordance with the General Data Protection Regulation (DSGVO) and the Federal Data Protection Act (BDSG), solely for the purposes agreed under the Contract, shall implement appropriate technical and organisational measures, and shall 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 ff. DSGVO are in place (for example an adequacy decision, EU Standard Contractual Clauses, or certification under the EU-US Data Privacy Framework).
14.2 Without prejudice to clause 14.1, OPIS is entitled to collect, store and disclose information and data about the buyer for the purpose of debt collection or outsourced accounts receivable management.
14.3 Further details of OPIS's processing of personal data can be found in our Privacy Policy. On request, the parties shall enter into a data processing agreement under Art. 28 DSGVO, to the extent required by the nature of the data processing involved.

15 Third Party Rights

15.1–15.3 OPIS may perform its rights and obligations through affiliated companies. Rights and remedies under the Contract belong exclusively to OPIS and the Customer; the rights of third parties (such as statutory rights) remain unaffected.

16 General Provisions

16.1–16.6 The remedies available to OPIS are without prejudice to any other rights; any waiver must be given expressly. If any provision is invalid, the remaining provisions shall remain unaffected. Notices must be given in writing, by post with proof of delivery or by email, and shall be deemed received two days after dispatch. The Customer may not assign its rights or obligations without OPIS's prior written consent; OPIS may do so freely.
16.7 References to legislation include that legislation as supplemented, re-enacted or replaced.
16.8 The Customer is responsible, at its own cost, for complying with all applicable regulations, including export control law.
16.9 These Terms are governed by the law of the Federal Republic of Germany, to the exclusion of the United Nations 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. Where the Customer is a merchant, a legal entity under public law, or a special fund under public law, Dresden shall be the place of jurisdiction; OPIS may also elect any other place of jurisdiction available to it by law.
16.11 Any deviating arrangements agreed in writing shall take precedence over the foregoing provisions.

Last updated: September 2026