(1) Our offers are subject to change. We reserve the right to make technical and other changes within reasonable limits.

(2) A contract shall only come into existence upon written confirmation by magellan. It shall be governed exclusively by these terms and conditions, which shall be recognized by placing an order or accepting the goods or services ordered; this shall also apply if magellan does not expressly object to terms and conditions to the contrary.

(3) In the case of orders in electronic business transactions, it is possible to retrieve the contractual provisions including these General Terms and Conditions upon conclusion of the contract and to save them in a reproducible form.

Beyond this, magellan is not obliged to

• provide appropriate, effective and accessible technical means by which input errors can be recognized and corrected before the order is placed,
   
• to provide the information specified in §§ 1 and 3 of the Information Obligations Regulation in a clear and comprehensible manner in good time before the order is placed,
   
• to confirm receipt of the order electronically without delay.

Orders and confirmations of receipt by magellan by electronic means shall be deemed to have been received if the parties for whom they are intended can retrieve them under normal circumstances.

(4) Cost estimates, project documents, system analyses, samples, drawings, drafts and other documents may not be used for any other purpose or made accessible to third parties. Orders based on drawings, sketches and other information provided shall be executed at the customer's risk with regard to third-party property rights. Interference with third-party rights shall be at the expense of the customer.

(1) Delivery dates and deadlines are only binding if they have been designated as binding in writing in individual cases. Compliance requires that magellan receives all information to be procured and any approvals in good time. If this is not the case or if non-compliance with a deadline is due to unforeseen events for which magellan is not responsible, the deadline shall be extended accordingly.

(2) Delivery dates and deadlines shall be deemed to have been met if the risk has passed to the Customer before their expiry (cf. § 6) or the ordered service has been accepted.

(3) If a delivery date or deadline is exceeded by more than six weeks and if a reasonable grace period to be set by the customer has expired unsuccessfully, the customer may withdraw from the contract. Further claims are excluded unless magellan has acted with intent.

(4) Unforeseen events such as force majeure or civil unrest, transportation delays, strikes or other interruptions to production as well as disruptive events shall release magellan from the obligation to deliver on time for the duration of such events, even if they occur during a delay that has already occurred; if they last longer than six weeks, we shall also be entitled to withdraw from the contract in whole or in part. Claims for damages by the customer are excluded; however, the customer retains the statutory right to withdraw from the contract. The customer shall be informed immediately by magellan of the non-availability of the service. The consideration will be refunded immediately.

(5) If magellan has expressly agreed to the return or return of new equipment, for example after a previously agreed trial order, magellan will charge the following flat-rate processing, testing, packaging and administration costs in addition to the transportation costs: an amount of € 130 + VAT for an order value of up to € 2,500 and € 385 + VAT for an order value of up to € 5,000. If the order value exceeds € 5,000, an amount of 10% of the list price + VAT is due immediately upon return. Devices in special design and software licenses are excluded. If an agreed return of goods takes place later than 1 week after the agreed date, the return authorization shall lapse and the purchase price shall be due immediately without deductions.

(1) All deliveries and services shall be provided at the prices and, if applicable, separate terms and conditions of the written order confirmation. These prices are not binding for repeat orders. The prices listed therein are binding. The prices are net prices free ex shipping point. All shipping costs, packaging, transport costs and transport insurance as well as the statutory value added tax shall be invoiced additionally. The same applies to travel and accommodation costs incurred in the course of order processing.

(2) After 14 days from the invoice date, the customer shall be in default of payment even without a reminder from magellan. magellan is entitled to charge interest at a rate of 8% above the respective base interest rate in the event of default of payment. magellan reserves the right to prove and assert higher damages caused by default.

(3) If the terms and conditions are not complied with or if magellan becomes aware of a significant deterioration in the financial circumstances of the customer after conclusion of the contract, magellan is entitled to perform outstanding deliveries and services only against advance payment. If advance payments have not been made even after a reasonable grace period has expired, magellan may withdraw from the contract.

(4) If a cost estimate is prepared, this shall be subject to a charge by agreement.

(1) magellan retains title to the delivered products until full payment of the purchase price for the fulfillment of all claims, including future claims, arising from an ongoing business relationship. The Customer cannot acquire ownership of the delivered products by installing them in other devices. Any processing of the products delivered by magellan shall always be carried out in the name of and on behalf of magellan, without any obligations arising for magellan from this. If products owned by magellan are combined with other goods, magellan shall be entitled to sole or co-ownership of the new items in the ratio of the value of the products to the other goods at the time of combination. The products thus created shall be deemed to be magellan's reserved products.

(2) The customer is obliged to treat the goods with care. Necessary maintenance and inspection work must be carried out regularly by the Customer at its own expense, unless this work is carried out by magellan on the basis of a separate contractual agreement.

(3) The customer is obliged to inform magellan immediately of any access by third parties to the goods, for example in the event of seizure, as well as of any damage to or destruction of the goods. The customer must notify magellan immediately of any change of ownership of the goods or of his own change of residence.

(4) magellan is entitled to take back the goods if the customer acts in breach of contract, in particular in the event of default of payment or breach of an obligation under clauses 2 and 3. Taking back the goods does not constitute a withdrawal from the contract, unless magellan has expressly declared this.

(5) The customer is entitled to resell the goods in the ordinary course of business. He hereby assigns to magellan all claims in the amount of the invoice amount that accrue to him from the resale to third parties. magellan accepts the assignment. After the assignment, the customer is authorized to collect the claim. magellan reserves the right to collect the claim itself as soon as the customer does not properly meet its payment obligations and is in default of payment.

(1) The risk of accidental loss and accidental deterioration of the goods shall pass to the customer upon handover, in the case of sale by dispatch upon delivery of the goods to the forwarding agent, carrier or other person or institution designated to carry out the shipment.

(2) If the customer is in default of acceptance, this shall be deemed equivalent to handover.

(3) When downloading and sending data via the Internet, the risk of loss and alteration of the data is transferred to the customer when the data passes the network interface at magellan.

Acceptance of the products and / or services takes place with the successful performance of the functional test. The functional test has been carried out successfully if the diagnostic and test programs or procedures developed by magellan for this purpose do not detect any faults in the products and / or services. If magellan has installed the products as agreed, the functional test will be carried out by magellan after delivery and installation of the products at the place of use; the same applies to services that magellan performs on the customer's objects. The customer is entitled to participate in the functional test. After the functional test has been completed, magellan shall inform the customer that the products are ready for operation. For all other products, acceptance is deemed to have taken place unless the customer expressly objects to acceptance in writing immediately after delivery of the products, stating the exact nature of the defect. Maintenance contracts have no influence on acceptance.

(1) magellan warrants that the products delivered by it are free of material defects and defects of title at the time of the transfer of risk and services at the time of acceptance. The complete exclusion of errors in the software is not possible. The customer is responsible for the selection of the software.

(2) Warranty claims shall expire 1 year after acceptance of the work or after delivery of the goods. The one-year warranty shall not apply if magellan can be accused of gross negligence or in the event of physical injury or damage to health attributable to magellan or in the event of loss of life of the customer. Liability under the Product Liability Act shall remain unaffected by this. Different warranty periods may result from partial deliveries.

(3) For defective deliveries or services, magellan's warranty shall initially be limited to rectification or replacement delivery in the case of purchase contracts or to rectification or new production in the case of contracts for work and services at magellan's discretion. Replaced parts shall become the property of magellan.

(4) The customer shall grant magellan the time and opportunity required to rectify any defects at magellan's reasonable discretion. If the Customer refuses to do so, magellan shall be released from the warranty. This shall not affect magellan's obligations arising from a more extensive full service guaranteed in the order confirmation.

(5) If subsequent performance fails in the case of a purchase contract, the customer may demand a reasonable reduction of the remuneration or the purchase price (reduction), rescission of the contract (withdrawal) or compensation instead of performance. If the customer chooses compensation instead of performance, the limitations of liability pursuant to § 9 shall apply. However, in the event of a minor breach of contract, in particular in the case of minor defects, the customer shall not be entitled to withdraw from the contract.

(6) In the case of a contract for work and services, the customer shall be entitled to the rights under para. 4 if magellan seriously and finally refuses performance, refuses to remedy the defect and subsequent performance due to disproportionate costs, subsequent performance fails or is unreasonable for the customer. If magellan is not responsible for the breach of duty resulting from a defect, the customer is not entitled to withdraw from the contract. In the event of fraudulent concealment of defects, further claims shall remain unaffected.

(7) The customer is obliged to inspect the goods for defects immediately after delivery. Recognizable defects must be reported to magellan in writing within a period of one week from receipt of the goods; otherwise the assertion of the warranty claim is excluded. Timely dispatch shall suffice to meet the deadline. The customer shall bear the full burden of proof for all claim requirements, in particular for the defect itself, for the time of discovery of the defect and for the timeliness of the notice of defect.

(8) If the customer chooses to withdraw from the contract due to a defect after subsequent performance has failed, he shall not be entitled to any additional claim for damages due to the defect. If the customer chooses compensation for damages after subsequent performance has failed, the goods shall remain with the customer if this is reasonable. Compensation shall be limited to the difference between the purchase price and the value of the defective item. This shall not apply if magellan has maliciously caused the breach of contract.

(9) All warranty obligations shall lapse if modifications, interventions, repairs or other work have been carried out by third parties without the approval of magellan. Magellan shall not assume any warranty for defects caused by normal wear and tear or improper handling.

(10) Rectification work and replacement deliveries shall not lead to an extension of the warranty period originally set in motion.

(11) In principle, only the manufacturer's product description shall be deemed agreed as the quality of the goods. Public statements, promotions or advertising by the manufacturer do not constitute a contractual description of the quality of the goods.

(12) If the customer receives faulty assembly instructions, magellan shall only be obliged to supply faultless assembly instructions and only if the fault in the assembly instructions prevents proper assembly.

(13) The customer shall not receive any guarantees in the legal sense from magellan. Manufacturer warranties remain unaffected by this.

(1) Notwithstanding liability for culpable injury to life, limb or health and the cases provided for by mandatory law, magellan shall be liable for damage caused in any other way, including by its representatives and vicarious agents, exclusively in the event of intent and gross negligence in accordance with the statutory provisions.

(2) In the event of damage to property and financial loss caused by negligence, magellan, its representatives and its vicarious agents shall only be liable in the event of a breach of a material contractual obligation, but limited in amount to the average damage foreseeable and typically occurring at the time of conclusion of the contract; material contractual obligations are those whose fulfillment characterizes the contract and on which the customer may rely.

(3) The above limitation of liability does not apply to any claims arising from product liability.

(4) magellan shall not be liable for the recovery of data unless magellan has caused their destruction through gross negligence or willful misconduct and the customer has ensured that these data can be reconstructed with reasonable effort from data material held in machine-readable form. In the event of damage caused by gross negligence, liability shall in any case only be assumed to the extent that magellan was able to foresee at the time the contract was concluded, taking into account all circumstances known or culpably unknown to magellan.

(5) Insofar as magellan provides access to other websites via links, it is not responsible for the third-party content contained therein. magellan does not adopt the third-party content as its own. If magellan becomes aware of illegal content on external websites, it will immediately block access to these pages.

(6) The customer shall indemnify magellan against all disadvantages that magellan may suffer as a result of damaging actions by the customer - regardless of whether these are intentional or negligent.

(1) magellan shall indemnify the customer against claims for damages by the owner of the industrial property rights (including copyrights) of a magellan product in the event of an infringement of German industrial property rights. magellan shall assume the costs and damages imposed on the customer by court order, provided that the customer has notified magellan of such claims without delay and that magellan reserves the right to take all defensive measures and conduct settlement negotiations.

(2) If claims have been asserted or are to be expected against the customer in accordance with paragraph 1, magellan may modify or replace the product at its own expense to an extent that is reasonable for the customer. Alternatively, magellan may also take back the product and refund the purchase price paid less a reduction appropriate to the age of the product or acquire the right of use.

(3) magellan is released from all obligations under this provision if the claims pursuant to para. 1 are based on customer programs or data provided by the customer or on the fact that the program is not used in a valid, unmodified original version or under replacement conditions other than those specified in the service description.

(4) There are no further obligations for magellan in the event of claims in connection with the infringement of industrial property rights.

(1) magellan grants the customer a non-transferable and non-exclusive right to use the purchased software or third-party software for internal use with the products for which the software is supplied. The same applies to the associated documentation, including copies and subsequent additions. All other rights to the software and documentation, including copies and subsequent additions, shall remain with magellan or the software supplier.

(2) The Customer must ensure that the delivered software and documentation and also supplements are not accessible to third parties without the prior consent of magellan. Copies may only be made for backup purposes, as a replacement or for necessary error analyses. The provision of source programs is not intended and requires a special written agreement in exceptional cases.

(3) The Customer undertakes to affix the reference to copyright protection, copyright notices and other legal reservations contained in the original, including on backup copies.

(1) Packaging materials are not taken back by magellan. The customer is therefore obliged and responsible for ensuring that packaging materials are properly separated and disposed of in accordance with the statutory provisions.

(2) Insofar as magellan is not contractually or legally obliged to take back goods intended for disposal, paragraph 1 shall apply accordingly to the disposal of such goods.

(1) The customer is not entitled to assign his claims arising from the contract.

(2) The customer shall only have a right of set-off if his counterclaims have been legally established or recognized by magellan.

(3) The customer may only exercise a right of retention if his counterclaim is based on the same legal relationship.

(4) The law of the Federal Republic of Germany shall apply. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply.

(5) If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract shall be the registered office of magellan. The same shall apply if the customer does not have a general place of jurisdiction in Germany or if his place of residence or habitual abode is unknown at the time the action is filed.

(6) Should individual provisions of the contract with the customer, including these General Terms and Conditions, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision shall be replaced by a provision whose economic success comes as close as possible to that of the invalid provision.

Status: 15.12.2021