### 1. Scope
1.1 Deliveries, services, and offers of Industrial Personal Computer 2U GmbH are subject exclusively to the following terms of sale. These terms shall be deemed accepted no later than upon acceptance of the service. Confirmations from the buyer referencing their own terms and conditions are hereby expressly excluded.
1.2 Deviations from these Terms and Conditions are only valid if confirmed in writing by Industrial Personal Computer 2U GmbH.
1.3 If the customer of Industrial Personal Computer 2U GmbH is an entrepreneur, it refers to a natural or legal person, or a legal partnership, acting in the exercise of their commercial or independent professional activities when entering into a legal transaction. A legal partnership is an association with the capacity to acquire rights and incur liabilities.
1.4 To the extent necessary for business purposes, we are authorized to store and process customer data in accordance with data protection and cookie policies.
1.5 These conditions apply to all future deliveries and services to the customer.
### 2. Offer
2.1 Offers from Industrial Personal Computer 2U GmbH are always non-binding. Orders and delivery agreements are only considered accepted if they are confirmed in writing.
2.2 Any changes, additions, and/or termination of a contract or these terms require written form.
2.3 Technical and design deviations from descriptions and information in brochures, catalogs, and written documents, as well as changes in design, construction, and materials to account for technical progress, are reserved without any claims deriving against Industrial Personal Computer 2U GmbH.
### 3. Prices
3.1 Unless otherwise agreed, prices are net, excluding packaging, freight, fees, transport insurance, and VAT. Pricing and invoicing are in euros or USD. In cases of changes in costs or customer-specific requirements that exceed the term of a call order after contract conclusion, Industrial Personal Computer 2U GmbH reserves the right to make corresponding price adjustments.
3.2 Packaging, freight, and necessary insurance costs are charged separately.
3.3 If delivery or service occurs more than three months after contract conclusion, we are entitled to adjust the price after timely notification to the customer and before performing the service or delivery of goods, in response to price developments outside our control (e.g., exchange rate fluctuations, currency regulations, changes in customs duties, significant increases in material or production costs) or due to supplier changes.
3.4 Unless otherwise agreed, the customer is to pay the agreed compensation immediately before delivery of the goods or provision of the service, without any deductions.
3.5 The customer may only offset claims that are undisputed or legally established. A right of retention is granted only insofar as it is based on the same contractual relationship.
### 4. Delivery and Performance Times
4.1 The agreed delivery time is considered non-binding unless expressly agreed otherwise in writing.
4.2 Unless otherwise agreed, we deliver EXW (ex works); we determine the shipping method, shipping route, and carrier.
4.3 Partial deliveries or services are permitted provided they are reasonable for the customer.
4.4 The agreed delivery and performance period begins with the dispatch of the order confirmation, but not before the provision by the buyer of necessary documents, approvals, and releases. If a delivery and performance period is exceeded by more than four weeks, the buyer is entitled to set a reasonable grace period of at least one month. If delivery does not occur within the grace period, the buyer has the right to withdraw from the contract, provided this withdrawal is submitted in writing within two weeks after the grace period ends.
4.5 There is no right of withdrawal if Industrial Personal Computer 2U GmbH is not responsible for delivery delays. In such cases, a contract withdrawal can be declared only three months after the original delivery date has been exceeded.
4.6 Should circumstances for which Industrial Personal Computer 2U GmbH is not responsible render delivery or transport impossible or unreasonably difficult, we are entitled to withdraw from the contract or postpone delivery until the obstacle is removed. Such circumstances must be promptly communicated to the buyer. Partial deliveries already made are considered independent transactions; rejection due to outstanding amounts is not permitted. In case of delay for the reasons above, there is no right to a grace period or withdrawal for the buyer.
4.7 Claims for damages resulting from withdrawal are excluded. If at least gross negligence is involved, the claim for damages is limited to foreseeable damages.
### 5. Force Majeure
5.1 In cases of force majeure, our delivery or performance obligations are suspended; if a significant change in existing conditions occurs at contract conclusion, we are entitled to withdraw from the contract. Unforeseeable circumstances beyond anyone’s control, complicating or rendering delivery or performance impossible, entitle us to withdraw, regardless of whether these circumstances occur with us, suppliers, or subcontractors.
### 6. Obligations of the Buyer
6.1 The buyer is primarily obligated to accept delivered products, including partial deliveries. If the buyer refuses acceptance or omits it, they are in default without any further notice.
### 7. Customer Rights in Case of Material and Legal Defects
7.1 The products supplied by us comply with applicable EU regulations and standards. We assume no liability for compliance with other national regulations. The customer agrees to check and, if necessary, adjust compliance with relevant laws and standards when using the products abroad.
7.2 The customer cannot claim damages due to defective delivery or service if the value or suitability of the delivery and performance is only slightly reduced.
7.4 If the delivery or service is defective and the customer has fulfilled the obligation to inspect and report, we will provide a replacement or repair, at our discretion. The customer must grant us a reasonable period of at least six weeks for this purpose.
7.5 If remediation fails, the customer may reduce compensation or withdraw from the contract, provided they have threatened us with withdrawal in writing within a reasonable period.
### 8. Transfer of Risk
8.1 Unless otherwise agreed, the risk transfers to the buyer upon dispatch from the warehouse. The buyer assumes the risk for all returns during return transport, including packaging.
8.2 The risk transfers to the buyer as soon as the consignment is handed over to the carrier or leaves our warehouse for shipping.
8.3 If a shipment is delayed or made impossible without Industrial Personal Computer 2U GmbH fault, the risk transfers upon dispatch of the shipment readiness notice.
8.4 If the buyer collects the goods and does not pick them up within 14 days of shipment readiness notice, Industrial Personal Computer 2U GmbH is entitled to send the goods at the buyer’s expense.
### 9. Payment
9.1 Industrial Personal Computer 2U GmbH delivers primarily through prepayment (T/T). With positive credit insurance information, delivery may be made on open account at Industrial Personal Computer 2U GmbH's discretion. Open invoices are net without deductions, postage, or expenses, and due immediately. Payment is considered complete when Industrial Personal Computer 2U GmbH can fully dispose of the amount.
9.2 The buyer may only offset claims that are undisputed or legally established. A right of retention or deductions of any kind is not permitted.
9.3 Independently of agreed payment, we may at any time demand prepayment or security if justified doubts arise regarding the buyer’s solvency.
### 10. Warranty and Liability
10.1 Industrial Personal Computer 2U GmbH is liable only for the intent or gross negligence of its representatives or agents. For simple negligence, liability is limited to predictable damages.
10.3 Claims based on defects are excluded when purchasing used goods.
### 11. Damages
11.1 Unless otherwise specified, further claims by the customer beyond those specified in section 7 are excluded. We do not assume liability for damages not caused to the products.
### 12. Limitation
12.1 The limitation period for claims based on defective deliveries and services is one year.
### 13. Technical Advice
13.1 Technical advice requested by the customer is non-binding; the customer remains responsible for compliance with regulations.
### 14. Retention of Title
14.1 Goods remain the property of Industrial Personal Computer 2U GmbH until all outstanding receivables are paid.
### 15. Export Restrictions
15.1 The buyer is aware that many Industrial Personal Computer 2U GmbH products are subject to export restrictions and commits to complying strictly with these regulations.
### 16. Final Provisions
16.1 The place of performance is Langenhagen, unless otherwise legally permissible.
16.2 Jurisdiction is exclusively Hannover for all disputes.
16.3 Relations between Industrial Personal Computer 2U GmbH and the buyer are subject to the laws of Germany, excluding international sale law regulations.
16.4 If any provision is invalid, the validity of the remaining provisions remains unaffected.