Cloud service and
Cloud technology-
Provider
Cloud technology-
Provider
Cloud service and
Cloud technology provider
Cloud technology provider
Menu
Menu
(1) These General Terms and Conditions (GTC) apply to all our business relationships with our customers ("Buyer"). The GTC only apply if the Buyer is an entrepreneur (§14 BGB), a legal entity under public law or a special fund under public law.
(2) The GTC apply in particular to contracts for the sale and / or delivery of movable goods ("Products"), regardless of whether we manufacture the Products ourselves or purchase them from suppliers (§§ 433, 650 BGB). The GTC expressly do not apply to public cloud services (IaaS services) of Cloud&Heat, which are subject to their own public cloud terms and conditions. Unless otherwise agreed, the GTC in the version valid at the time of the order of the purchaser or in any case in the version last notified to the purchaser in text form shall also apply as a framework agreement for similar future contracts without our having to refer to them again in each individual case.
(3) Our GTC apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the buyer shall only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement of consent shall apply in any case, for example even if we carry out the delivery to the buyer without reservation in the knowledge of the buyer's GTC.
(4) Individual agreements made with the Buyer in individual cases (including ancillary agreements, supplements and amendments) shall in any case take precedence over these GTC. Subject to proof to the contrary, a written contract or our written confirmation shall be authoritative for the content of such agreements.
(5) Legally relevant declarations and notifications by the buyer with regard to the contract (in particular setting of deadlines, notification of defects, withdrawal or reduction) must be made in writing, i.e. in written or text form. Legal formal requirements and further proof, in particular in the event of doubts about the legitimacy of the person making the declaration, shall remain unaffected.
(6) References to the applicability of statutory provisions shall only have clarifying significance. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GTC.
(1) Our offers are subject to change and non-binding. This also applies if we have provided the purchaser with product descriptions, technical documentation, other documents - also in electronic form - to which we reserve property rights and copyrights.
(2) The order of the products or services by the buyer shall be deemed a binding offer of contract. Unless otherwise stated in the order, we are entitled to accept this contractual offer within 1 week of its receipt by us.
(3) Acceptance may be declared either in writing or in text form to the buyer.
(4) The purchaser has the option of concluding services (e.g. monitoring, operations and private cloud services) as a service contract with us for the products ordered by him. Unless otherwise agreed in the individual contract, the service contract begins with the delivery of the products and can be terminated with a notice period of 6 weeks. Cloud&Heat has no access to the purchaser's data and is not responsible for data backup.
(1) The delivery date will be agreed individually in writing or stated by us upon acceptance of the order.
(2) If we are unable to meet binding delivery dates for reasons for which we are not responsible (non-availability of the service), we shall inform the purchaser of this immediately and at the same time inform him of the expected new delivery date. If the service is not available by the new delivery date, we shall be entitled to withdraw from the contract in whole or in part; we shall immediately refund any consideration already paid by the buyer. A case of non-availability of the performance in this sense shall be deemed to be, in particular, the failure of our suppliers to deliver on time if we have concluded a congruent hedging transaction, neither we nor our suppliers are at fault or we are not obliged to procure in the individual case.
(3) We shall be in default of delivery at the earliest 4 weeks after the delivery date and upon written reminder by the buyer. The occurrence of our delay in delivery shall be determined in accordance with the statutory provisions.
(4) The rights of the buyer pursuant to § 8 of these GTC and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and / or subsequent performance), shall remain unaffected.
(1) Delivery is ex works (EXW - ex work), which is also the place of performance for the delivery and any subsequent performance.
(2) The risk of accidental loss and accidental deterioration of the products shall pass to the buyer at the latest upon handover. However, in the case of sale by delivery to a place other than the place of performance, the risk of accidental loss and accidental deterioration of the products as well as the risk of delay shall pass to the buyer upon delivery of the products to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment. If acceptance has been agreed, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall also apply mutatis mutandis to an agreed acceptance. The handover or acceptance shall be deemed equivalent if the buyer is in default of acceptance.
(3) If the buyer is in default of acceptance, fails to cooperate or if our delivery is delayed for other reasons for which the buyer is responsible, we are entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs).
(1) Unless otherwise agreed in individual cases, our prices current at the time of the conclusion of the contract shall apply, namely ex works EXW, plus statutory VAT.
(2) In the case of sale by delivery to a place other than the place of performance (§ 4 para. 1), the buyer shall bear the transport costs ex works and the costs of any transport insurance requested by the buyer. Any customs duties, fees, taxes and other public charges shall be borne by the buyer.
(3) Unless otherwise contractually agreed, the purchase price is due in advance in euros and is payable within 14 days of the invoice date. No discount shall be granted.
(4) Upon expiry of the aforementioned payment deadline, the buyer shall be in default. During the period of default, interest shall be charged on the purchase price at the applicable statutory default interest rate. We reserve the right to claim further damage caused by default and to withhold deliveries and services during the period of default. With respect to merchants, our claim to the commercial due date interest rate (§ 353 HGB) remains unaffected.
(5) The buyer shall only be entitled to rights of set-off or retention insofar as his claim has been legally established or is undisputed. In the event of defects in the delivery, the counter rights of the buyer shall remain unaffected, in particular pursuant to § 7 para. 6 sentence 2 of these GTC.
(6) If it becomes apparent after the conclusion of the contract (e.g. by filing for insolvency proceedings) that our claim to the purchase price is jeopardised by the buyer's inability to pay, we shall be entitled to refuse performance in accordance with the statutory provisions and, if necessary after setting a deadline, to withdraw from the contract (§ 321 BGB). In the case of contracts for the manufacture of unjustifiable items (customised products), we may declare withdrawal immediately; the statutory regulations on the dispensability of setting a deadline remain unaffected.
(1) We retain title to the products sold until full payment of all our present and future claims arising from the purchase contract and an ongoing business relationship (secured claims).
(2) The products subject to retention of title may not be pledged to third parties or assigned as security before full payment of the secured claims. The buyer must inform us immediately in writing if an application is made to open insolvency proceedings or if third parties (e.g. seizures) have access to the products belonging to us.
(3) In the event of conduct by the buyer in breach of contract, in particular in the event of non-payment of the purchase price due, we shall be entitled to withdraw from the contract in accordance with the statutory provisions or / and to demand surrender of the products on the basis of the retention of title. The demand for surrender does not at the same time include the declaration of withdrawal; we are rather entitled to demand only the surrender of the products and to reserve the right of withdrawal. If the buyer does not pay the purchase price due, we may only assert these rights if we have previously set the buyer a reasonable deadline for payment without success or if setting such a deadline is dispensable according to the statutory provisions.
(4) Until revoked in accordance with (c) below, the Buyer is authorised to resell and/or install the products subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition.
(a) The retention of title extends to the products resulting from the processing, installation or combination of our products at their full value, whereby we are deemed to be the manufacturer. If, in the event of processing, installation or combination with products of third parties, their right of ownership remains, we shall acquire co-ownership in proportion to the invoice values of the processed, installed or combined products. In all other respects, the same shall apply to the resulting product as to the products delivered under retention of title.
(b) The buyer hereby assigns to us by way of security the claims against third parties arising from the resale of the products or the product in total or in the amount of our possible co-ownership share in accordance with the above paragraph. We accept the assignment. The obligations of the buyer mentioned in paragraph 2 shall also apply with regard to the assigned claims.
(c) The buyer remains authorised to collect the claim in addition to us. We undertake not to collect the claim as long as the buyer meets his payment obligations towards us, there is no deficiency in his ability to pay and we do not assert the retention of title by exercising a right pursuant to para. 3. If this is the case, however, we may demand that the buyer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. Furthermore, in this case we are entitled to revoke the buyer's authority to further sell and process the products subject to retention of title.
(5) If the realisable value of the securities exceeds our claims by more than 10%, we shall release securities of our choice at the buyer's request.
(1) The statutory provisions shall apply to the rights of the buyer in the event of material defects and defects of title (including wrong delivery and short delivery as well as improper assembly or defective assembly instructions), unless otherwise stipulated below. In all cases, the special statutory provisions shall remain unaffected in the case of final delivery of the unprocessed products to a consumer, even if the consumer has processed them further (supplier recourse pursuant to §§ 478 BGB). Claims from supplier recourse are excluded if the defective products have been further processed by the purchaser or another entrepreneur, e.g. by installation in another product.
(2) Insofar as the quality has not been agreed, it is to be assessed according to the statutory regulation whether a defect is present or not (§ 434 para. 1 p. 2 and 3 BGB). However, we do not assume any liability for public statements made by suppliers or other third parties (e.g. advertising statements) to which the buyer has not referred to us as being decisive for his purchase.
(3) The buyer's claims for defects presuppose that he has fulfilled his statutory obligations to inspect and give notice of defects (§ 377 HGB). In the case of components and other products intended for installation or other further processing, an inspection must in any case take place immediately before processing. If a defect becomes apparent during delivery, inspection or at any later time, we must be notified of this in writing without delay. In any case, obvious defects shall be notified to us in writing immediately upon delivery and defects which are not apparent upon inspection shall be notified to us in writing immediately upon discovery. If the buyer fails to carry out the proper inspection and / or to notify us of defects, our liability for the defect not notified or not notified in time or not notified properly shall be excluded in accordance with the statutory provisions.
(4) If the delivered item is defective, we may initially choose whether to provide subsequent performance by remedying the defect (rectification) or by delivering a defect-free item (replacement). Our right to refuse subsequent performance under the statutory conditions remains unaffected.
(5) We are entitled to make the subsequent performance owed dependent on the buyer paying the purchase price due. However, the buyer is entitled to retain a reasonable part of the purchase price in relation to the defect.
(6) The buyer shall grant us the time, opportunity and access necessary for the subsequent performance owed in order to inspect the products complained about. In the event of a replacement delivery, the buyer shall return the defective item to us in accordance with the statutory provisions. Subsequent performance does not include the removal of the defective item or the re-installation if we were not originally obliged to install it.
(7) We shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs and, if applicable, removal and installation costs, in accordance with the statutory provisions if there is actually a defect. Otherwise, we may demand reimbursement from the buyer of the costs incurred from the unjustified request for rectification of the defect (in particular inspection and transport costs), unless the lack of defectiveness was not recognisable to the buyer.
(8) If the supplementary performance has failed or a reasonable deadline to be set by the buyer for the supplementary performance has expired unsuccessfully or is dispensable according to the statutory provisions, the buyer may withdraw from the purchase contract or reduce the purchase price. In the case of an insignificant defect, however, there is no right of withdrawal.
(9) Claims of the buyer for damages or reimbursement of futile expenses shall also exist in the case of defects only in accordance with § 8 and are otherwise excluded.
(1) Insofar as nothing to the contrary arises from these GTC including the following provisions, we shall be liable in accordance with the statutory provisions in the event of a breach of contractual and non-contractual obligations.
(2) We shall be liable for damages - irrespective of the legal grounds - within the scope of fault liability in the event of intent and gross negligence. In the event of simple negligence, we shall only be liable, subject to statutory limitations of liability (e.g. care in own affairs; insignificant breach of duty), in the following cases
a) for damages resulting from injury to life, body or health,
b) for damages arising from the breach of an essential contractual obligation (obligation, the fulfilment of which makes the proper execution of the contract possible in the first place and on the observance of which the contractual partner regularly relies and may rely); in this case, however, our liability is limited to compensation for the foreseeable, typically occurring damage.
(3) The limitations of liability resulting from para. 2 shall also apply in the event of breaches of duty by or in favour of persons for whose fault we are responsible in accordance with statutory provisions. They do not apply insofar as we have fraudulently concealed a defect or have assumed a guarantee for the quality of the products and for claims of the purchaser under the Product Liability Act.
(4) Due to a breach of duty which does not consist of a defect, the buyer may only withdraw or terminate if we are responsible for the breach of duty. A free right of termination of the buyer (in particular according to §§ 650, 648 BGB) is excluded. In all other respects, the statutory prerequisites and legal consequences shall apply.
(1) Notwithstanding Section 438 (1) No. 3 of the German Civil Code (BGB), the general limitation period for claims arising from material defects and defects of title shall be one year from delivery. Insofar as acceptance has been agreed, the limitation period shall commence upon acceptance.
(2) The above limitation periods of the law on sales also apply to contractual and non-contractual claims for damages of the buyer based on a defect of the products, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases. However, claims for damages of the buyer pursuant to § 8 para. 2 sentence 1 and sentence 2(a) as well as pursuant to the Product Liability Act shall become time-barred exclusively according to the statutory limitation periods.
(1) These GTC and the contractual relationship between us and the Buyer shall be governed by the laws of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.
(2) If the buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Dresden (Germany). The same shall apply if the buyer is an entrepreneur within the meaning of § 14 BGB (German Civil Code). However, we are also entitled in all cases to bring an action at the place of performance of the delivery obligation in accordance with these GTC or a prior individual agreement or at the general place of jurisdiction of the buyer. Overriding statutory provisions, in particular on exclusive jurisdiction, shall remain unaffected.
Preamble
Cloud&Heat Technologies GmbH, Königsbrücker Str. 96, 01099 Dresden, Germany (hereinafter Cloud&Heat) provides the customer with flexible virtualised infrastructure (Infrastructure as a Service - IaaS) on servers, storage devices and networks that cannot be used exclusively by the customer via the internet.IT services are charged according to use. The offer includes in particular a host on which an operating system is already preinstalled and further software can be installed by the customer (Compute Service), a data storage device by means of which the customer can organise data in so-called buckets and retrieve them via a URL (Object Storage), a block-based storage device that can be used for the persistent storage of virtual instances (Block Storage), as well as a host on which the customer can install the operating system and further software (GPU as a Service).
(1) These Public Cloud Terms and Conditions (PCB) apply to all our business relationships with our customers which have a material reference to the services of Cloud&Heat mentioned in the preamble. The PCB only apply if the customer is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law.
(2) The PCB apply exclusively to contracts for public cloud services mentioned in the preamble. The General Terms and Conditions (GTC) of Cloud&Heat apply to all business relationships with the customer deviating from these. Unless otherwise agreed, the PCB in the version valid at the time of the customer's order or in any case in the version last notified to the customer in text form shall also apply as a framework agreement for similar future contracts without our having to refer to them again in each individual case.
(3) Our PCB apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the customer shall only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement of consent shall apply in any case, for example even if we perform the service to the customer without reservation in the knowledge of the customer's PCB.
(4) Individual agreements made with the customer in individual cases (including ancillary agreements, supplements and amendments) shall in all cases take precedence over these PCB. Subject to proof to the contrary, a written contract or our written confirmation shall be authoritative for the content of such agreements.
(5) Legally relevant declarations and notifications by the customer with regard to the contract (in particular setting of deadlines, notification of defects, withdrawal or reduction) must be made in writing, i.e. in written or text form. Legal formal requirements and further proof, in particular in the case of doubts about the legitimacy of the person making the declaration, shall remain unaffected.
(6) References to the applicability of statutory provisions shall only have a clarifying significance. Therefore, even without such clarification, the statutory provisions shall apply insofar as they are not directly amended or expressly excluded in these PCBs.
(1) Our offers are subject to change and non-binding. This also applies if we have provided the customer with product descriptions, technical documentation, other documents - also in electronic form - to which we reserve ownership and copyrights.
(2) The commissioning of our services by the customer shall be deemed a binding contractual offer. Unless otherwise stated in the order, we are entitled to accept this contractual offer within 1 week of its receipt by us.
(3) Acceptance may be declared either in writing or in text form to the customer.
(4) The contract for public cloud services runs for an indefinite period. It may be terminated by the customer at any time without notice, by Cloud&Heat with two weeks' notice in writing or in text form. The customer may send its notice of termination in text form to: support@cloudandheat.com
(1) In order to make use of the public cloud services, the customer contacts Cloud&Heat by email or via the contact form on the website. Cloud&Heat will specify the customer's order in a response by email or telephone and, if the conditions are agreed, send a non-binding offer to the customer together with the applicable PCB, SLA and GCU. In the event of an order by the customer, Cloud&Heat can accept the order in accordance with § 2 (2) and set up the customer's user account which enables the use of the infrastructure. Registration requires the provision of a valid e-mail address and a password chosen by the customer. In addition, the customer must name his company, registered office as well as the invoice recipient and a responsible IT contact.
(2) The password selected during registration is uniquely assigned to the customer. The customer can access the public cloud services with this password. The password must correspond to the criteria communicated during registration. If the customer forgets or loses his password, he can apply to Cloud&Heat for a new password, which will be issued after an appropriate security check by Cloud&Heat. The customer undertakes to adequately protect his access against unauthorised use by third parties. The password may not be passed on. The customer is liable for any unauthorised use of the access to the areas subject to registration made possible by his behaviour.
(3) The customer must provide the data required as part of the registration process truthfully and completely. The customer is obliged to inform Cloud&Heat immediately and completely about any changes to the data provided to support@cloudandheat.com.
(4) The registration of the customer is free of charge. There is no entitlement to admission. Apart from the declaration of agreement with the validity of these PCB, the registration is not associated with any further obligations.
(5) With the successful registration, the customer has access to the customer area. In the customer area, Cloud&Heat enables the customer to have an overview of the services used by the customer as well as their control and design with the help of a graphical user interface. The ordered, payable service components (CPU / GPU performance, RAM, server, storage, etc.) can be flexibly viewed and configured by the customer in the customer area.
(1) Cloud&Heat provides the customer with access to a flexible virtualised infrastructure (Infrastructure as a Service - IaaS) as well as to encrypted data storage on servers, storage devices and networks that are not exclusively usable for the customer. In order to maintain the security of the customer's data centre, 24/7 monitoring is carried out by automated monitoring tools which are regularly maintained by system administrators. Insofar as no deviating conditions have been agreed in individual contracts, the performance data applicable at the time of conclusion of the contract shall apply.
(2) The availability of the public cloud services guaranteed by Cloud&Heat is described in the SLA. Excluded from this are times in which the availability cannot be maintained due to technical or other problems which are not within the sphere of influence of Cloud&Heat (including force majeure, fault of third parties and planned maintenance work etc.).
(3) Cloud&Heat may temporarily suspend or restrict access to the services if the security of network operation, the maintenance of network integrity, in particular the avoidance of serious disruptions to the network, the interoperability of the services and data protection requirements so require.
(4) Cloud&Heat will carry out necessary maintenance work, as far as possible, during low-use periods. Maintenance work shall not exceed a period of 4 hours per quarter. Should longer temporary service suspensions or restrictions be necessary, Cloud&Heat will inform the customer of the type, extent and duration of the impairment without delay, if possible in advance. Information of the customer is dispensable if the restriction of performance can thereby be significantly reduced.
(5) The customer is aware that the services of Cloud&Heat are subject to changes due to new technical developments and possible legal and/or official regulations. The public cloud services may therefore be adapted by Cloud&Heat to the respective state of technical development. However, this only applies to the extent that the performance of the agreed services is not unreasonably impaired or impossible and the adjustment is reasonable for the customer taking into account all circumstances or its legitimate interests.
(6) Cloud&Heat will, within the framework of technical and organisational possibilities, use the applications used for the provision of services in the latest version found to be stable and provided by the manufacturer if this is reasonable for the customer (equivalent fulfilment of the performance features). Unless otherwise specified, Cloud&Heat will inform the customer prior to a version change, observing a reasonable period of time. (7) Performance deadlines are binding if they have been confirmed in writing by Cloud&Heat and the customer has provided Cloud&Heat with all information and documents required for the performance of the services in a timely manner, has paid any agreed down payments as agreed, has issued approvals and releases and has performed any other required acts of cooperation. Agreed performance periods shall commence with the provision of the commissioned service. In the case of additional or extension orders placed at a later date, the deadlines shall be extended accordingly. If the customer fails to comply with its duties of notification and cooperation to a sufficient extent and if the performance of Cloud&Heat's contractual performance obligations is delayed as a result, the agreed deadlines are automatically extended appropriately, but at least by the period of the delay.
(7) Insofar as Cloud&Heat provides additional services free of charge (such as the API), the customer has no claim to performance for their provision. Cloud&Heat will inform the customer in advance about the discontinuation of the free services.
(1) The customer bears sole responsibility for all data transmitted by him, including its content. The customer is solely responsible for any damage resulting from a breach of these obligations stipulated in § 5. Cloud&Heat is neither obliged nor able to check the legality of the contents of the public cloud.
(2) The customer must ensure that the data transmitted by him/her are harmless to the infrastructure of Cloud&Heat, in particular the computers used, and that the data brought into the cloud or coming into contact with computers of Cloud&Heat are checked for freedom from malware by appropriate programmes based on the state of the art in science and technology.
(3) The customer is solely responsible for creating a backup of its transmitted data on a data carrier other than Cloud&Heath's computers and storage. Cloud&Heat has no access to the customer's data and is not responsible for data backup.
(4) The infrastructure provided by Cloud&Heat may not be misused for non-contractual purposes. Misuse is deemed to be in particular
a) the use of the Services under false pretences of the Customer's identity, whether to Cloud&Heat, to other Customers, or to third parties,
b) the sending of advertising messages ("spam"), unless the respective recipient has previously expressly agreed to receive them in compliance with data protection,
c) posting or sending content that violates any national or international legal prohibition,
d) posting or sending text, image, video, audio or other files in violation of copyright, trademark, name, competition or personal rights,
e) the posting or sending of pornographic works or works harmful to minors,
f) the use of personal data of other customers, insofar as the other customers concerned have not previously expressly consented to the specific type of use,
g) the manipulation of the services, servers or computers of Cloud&Heat by technical devices, interventions or other measures or data.
(5) In the event of abuse in accordance with paragraph 4, Cloud&Heat is entitled to discontinue the provision of its services and to terminate the existing contract with the customer without notice.
(6) The customer is obliged to identify any Internet presence connected with the services of Cloud&Heat as well as the relevant contents accessible to the public in compliance with the correspondingly applicable regulations (in particular imprint obligation pursuant to § 5 TMG, § 55 RStV, DL-InfoV). The customer indemnifies Cloud&Heat against all claims based on a breach of the aforementioned obligations.
(7) The customer represents and warrants that (i) it or its licensee has all rights in the data uploaded to the public cloud or to Cloud&Heat computers, including, but not limited to, copyright, trademark and name rights and (ii) none of the data uploaded to the cloud or to Cloud&Heat computers violates any provision of this PCB or applicable law.
(8) The customer must inform Cloud&Heat immediately after becoming aware of any disruptions in the Public Cloud or on the computers or in the data centres of Cloud&Heat. (9) Insofar as the customer is subject to export or export restrictions (in particular so-called "dual use goods", embargoes) within the scope of the services requested by the customer, the customer is responsible for compliance with the provisions of foreign trade law. Cloud&Heat is not obliged to provide such contractual services after recognising violations against this.
(9) If the customer culpably violates paragraphs 2, 4, 6 and / or 7, the customer undertakes to pay Cloud&Heat a contractual penalty in the amount of 5,000.00 euros, excluding the assumption of a continuation connection. Cloud&Heat is entitled to demand the contractual penalty in addition to performance and as a minimum amount of damages owed by the customer under the statutory provisions; the assertion of further damages remains unaffected.
(1) Unless otherwise agreed in an individual contract, our current prices at the time of conclusion of the contract plus statutory VAT shall apply.
(2) The settlement of the fees for the commissioned public cloud services is based on the period from the first to the last day of the calendar month. If the contract is not concluded on the first day of a calendar month, the fee payable for the first month shall be calculated on a pro rata basis according to the remaining days of the month. The invoice shall be issued by the 15th of the following month.
(3) Unless otherwise contractually agreed, the remuneration shall be due in euros and payable within 14 days of invoicing. No discount shall be granted. Payment of the fees can be made by SEPA corporate direct debit or bank transfer for customers domiciled in the Federal Republic of Germany and exclusively by bank transfer for customers domiciled abroad. The customer authorises Cloud&Heat to collect charges incurred via the specified account. The customer must reimburse all costs incurred as a result of a returned direct debit or non-executable payment transactions, unless the customer has exercised due care or the damage would also have occurred if such care had been exercised.
(4) Upon expiry of the aforementioned payment deadline, the customer shall be in default. During the period of default, interest shall be charged on the remuneration at the statutory default interest rate applicable at the time. We reserve the right to claim further damage caused by default as well as the partial or complete discontinuation of services during the period of default. With respect to merchants, our claim to the commercial due date interest rate (§ 353 HGB) remains unaffected.
(5) The customer shall only be entitled to rights of set-off or retention insofar as his claim has been legally established or is undisputed.
(6) If it becomes apparent after the conclusion of the contract (e.g. by filing for insolvency proceedings) that our claim to the purchase price is jeopardised by the customer's inability to pay, we shall be entitled to refuse performance in accordance with the statutory provisions and, if necessary after setting a deadline, to withdraw from the contract (§ 321 BGB). In the case of contracts for the manufacture of unjustifiable items (custom-made products), we may declare withdrawal immediately; the statutory regulations on the dispensability of setting a deadline remain unaffected.
(1) Insofar as nothing to the contrary arises from these PCB including the following provisions, we shall be liable in accordance with the statutory provisions in the event of a breach of contractual and non-contractual obligations.
(2) We shall be liable for damages - irrespective of the legal grounds - within the scope of fault liability in the event of intent and gross negligence. In the event of simple negligence, we shall only be liable, subject to statutory limitations of liability (e.g. care in own affairs; insignificant breach of duty), in the following cases
a) for damages resulting from injury to life, body or health,
b) for damages arising from the breach of an essential contractual obligation (obligation, the fulfilment of which makes the proper execution of the contract possible in the first place and on the observance of which the contractual partner regularly relies and may rely); in this case, however, our liability is limited to compensation for the foreseeable, typically occurring damage.
(3) The limitations of liability resulting from para. 2 shall also apply in the event of breaches of duty by or in favour of persons for whose fault we are responsible in accordance with statutory provisions. They do not apply insofar as we have fraudulently concealed a defect or have assumed a guarantee for the quality of the products and for claims of the customer under the Product Liability Act.
(4) Due to a breach of duty that does not consist of a defect, the customer may only withdraw or terminate if we are responsible for the breach of duty. A free right of termination of the customer (in particular according to §§650, 648 BGB) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.
(1) The law of the Federal Republic of Germany shall apply to these PCB and the contractual relationship between us and the customer to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.
(2) If the customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Dresden (Germany). The same shall apply if the customer is an entrepreneur within the meaning of § 14 BGB (German Civil Code). However, we are also entitled in all cases to bring an action at the place of performance of the delivery obligation in accordance with these PCB or a prior individual agreement or at the general place of jurisdiction of the customer. Overriding statutory provisions, in particular on exclusive jurisdiction, shall remain unaffected.
