General Terms and Conditions

These General Terms and Conditions (“GTC”) apply to all contracts for the supply of hardware products and the granting of rights to use the associated software between Blue Ice Labs GmbH, Gerichtsstraße 2, 65185 Wiesbaden, Germany (“Blue Ice Labs”) and its customers.

Customers within the meaning of these GTC are exclusively traders or entrepreneurs within the meaning of § 14 of the German Civil Code (“BGB”), as well as legal entities under public law or special funds under public law.

These GTC do not apply to consumers within the meaning of § 13 BGB.

Any deviating, conflicting or supplementary general terms and conditions of the customer shall only become part of the contract if Blue Ice Labs has expressly agreed to them in written form; this also applies in the event of unconditional delivery or performance.

The subject matter of the contract is

a) the sale and/or delivery of the hardware products offered by Blue Ice Labs (“Hardware”), and

b) the granting of rights to use the software required or intended to control the Hardware (“Software”).

The Software is an integral part of the product; however, it is not sold, but made available for use exclusively in accordance with these GTC.

The specific scope of services results from the respective offer, the product description or an individual contractual agreement.

Offers made by Blue Ice Labs are non-binding and subject to change unless expressly designated as binding.

A contract is concluded only upon written (e.g. letter or email) order confirmation by Blue Ice Labs or upon delivery of the Hardware.

Blue Ice Labs reserves the right to make technical changes as well as changes in form, colour or weight, provided such changes are reasonable for the customer and do not materially impair the agreed functionality.

Delivery periods and dates are only binding if expressly agreed upon in writing.

Delivery shall be made ex works or ex warehouse of Blue Ice Labs, unless otherwise agreed.

The risk of accidental loss or accidental deterioration shall pass to the customer upon handover to the carrier, freight forwarder or any other person designated to carry out the shipment.

Partial deliveries are permissible insofar as they are reasonable for the customer.

Delivery delays caused by force majeure or other circumstances beyond Blue Ice Labs' control shall extend delivery periods appropriately.

All prices are net prices and are exclusive of the applicable statutory value-added tax.

Payments are due within fourteen (14) days from the invoice date without deduction, unless otherwise agreed.

In the event of default in payment, Blue Ice Labs is entitled to charge default interest at the statutory rate (§ 288 (2) BGB).

Blue Ice Labs is entitled to make deliveries conditional upon advance payment or the provision of security if, after conclusion of the contract, circumstances become known that significantly impair the customer's creditworthiness.

The customer may only set off claims or exercise rights of retention with undisputed or finally adjudicated claims.

Blue Ice Labs grants the customer and its authorised users (i.e. employees, students and researchers) a perpetual, simple, non-exclusive, non-sublicensable right to use the Software.

The right of use is limited to the intended use of the Software, including its corresponding reproduction, in conjunction with the Hardware delivered or provided by Blue Ice Labs.

The customer is otherwise not entitled to

a) reproduce, modify, decompile or reverse engineer the Software,

b) make the Software available to third parties, or

c) use the Software independently of the Hardware,

unless mandatory statutory provisions provide otherwise.

In the event of a permitted resale of the Hardware, the Software right of use required for intended use may be transferred to the purchaser, provided that the purchaser accepts these GTC.

All rights to the Software remain with Blue Ice Labs or its licensors.

Blue Ice Labs is entitled to further develop the Software and to provide updates.

There is no entitlement to specific functional enhancements or updates unless expressly agreed or required by law.

Updates may be required for technical or security-related reasons; the customer must install provided security-relevant updates without undue delay to the extent reasonable.

The statutory provisions on liability for defects apply to defects of the Hardware, subject to the provision that the warranty period is twelve (12) months from the transfer of risk.

The customer must inspect the delivered Hardware without undue delay after delivery and notify Blue Ice Labs of apparent defects in text form without undue delay; § 377 HGB remains unaffected.

In the event of defects in the Software, Blue Ice Labs shall initially be entitled to subsequent performance, at its discretion, by remedying the defect or providing a replacement.

Claims for defects shall not exist in case of improper use, unauthorised modifications, use of non-approved components or failure to install provided security-relevant updates, to the extent the defect is caused thereby.

A guarantee is only assumed if it is expressly designated as such.

Blue Ice Labs shall be liable without limitation

a) in cases of intent or gross negligence,

b) in cases of injury to life, body or health,

c) under the German Product Liability Act (Produkthaftungsgesetz), in case of an assumed guarantee (in the sense of § 8, clause 5) and in other cases of mandatory statutory liability.

In the event of a slightly negligent breach of material contractual obligations (“cardinal obligations”), liability shall be limited to the foreseeable damage typical for the contract, but in any event to the net order value of the affected contract.

The above limitations of liability shall also apply for the benefit of Blue Ice Labs' legal representatives, employees and vicarious agents.

Any further liability is excluded.

The delivered Hardware remains the property of Blue Ice Labs until full payment of all claims arising from the business relationship.

The customer is entitled to resell the Hardware in the ordinary course of business; the resulting claims are hereby assigned to Blue Ice Labs in advance.

The customer remains authorised to collect the assigned claims; Blue Ice Labs may revoke this authorisation in the event of default in payment.

The parties undertake to keep confidential all information marked as confidential or recognisably confidential and to use it only for contract performance.

This does not apply to information that is publicly known, lawfully obtained from third parties, or required to be disclosed by law.

This obligation shall survive termination of the contract.

Blue Ice Labs may identify the customer by name and logo as a reference customer for its own advertising and marketing purposes.

The customer may object to such reference at any time with effect for the future. Upon receipt of the objection, Blue Ice Labs shall cease any further use in new marketing materials within a reasonable period.

The law of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

The place of performance and exclusive place of jurisdiction – insofar as legally permissible – shall be the registered office of Blue Ice Labs.

Should individual provisions of these GTC be or become wholly or partially invalid, the validity of the remaining provisions shall remain unaffected.

Blue Ice Labs is entitled to amend these GTC with effect for the future, provided that there is an objective reason for doing so and material contractual obligations are not changed to the customer's disadvantage. Amendments will be notified to the customer in text form; if the customer does not object within four weeks, they shall be deemed accepted, provided that Blue Ice Labs has informed the customer of this consequence.

These General Terms and Conditions are provided in German and English. In the event of any discrepancies, ambiguities or issues of interpretation, the German version shall prevail and be legally binding.