General Terms and Conditions of Vienco GmbH

As of: November 2025

§ 1 Scope

These General Terms and Conditions (GTC) apply to all deliveries, services, and development work provided by Vienco GmbH to entrepreneurs within the meaning of § 14 BGB (German Civil Code). They apply exclusively to B2B transactions; consumers within the meaning of § 13 BGB are excluded.
Our General Terms and Conditions apply exclusively; we do not recognize any terms and conditions of the customer that conflict with or deviate from or supplement our General Terms and Conditions, unless we have expressly agreed to their validity in writing. Our General Terms and Conditions shall also apply if we carry out the delivery to the customer without reservation in the knowledge of terms and conditions of the customer that conflict with, supplement or deviate from our General Terms and Conditions.

§ 2 Offer – Offer documents

Our offers are subject to change. We reserve the right to make technical changes and changes in shape, color, and/or weight within reasonable limits.
By ordering goods, the customer is bound in accordance with § 145 BGB (German Civil Code). We are entitled to accept the contractual offer contained in the order within four weeks of receipt by us. Acceptance shall be made exclusively by means of a written order confirmation.
If the order is placed electronically, we will confirm receipt of the order immediately. However, the confirmation of receipt does not constitute a binding acceptance of the order. The confirmation of receipt can also be combined with the declaration of acceptance.
The conclusion of the contract with the customer is subject to the correct and timely delivery by our suppliers. The validity of the reservation of delivery depends on the fact that a congruent legal transaction has been concluded with the supplier and we are not responsible for the non-delivery. The customer will be informed immediately of the unavailability of the services. We shall immediately refund any consideration already paid. This reservation does not apply to contracts to produce a work and service contracts under German law.

§ 3 Prices – Terms of payment

Unless otherwise stated in the order confirmation, our prices are “ex works” excluding packaging; this will be invoiced separately.
The agreed price shall be decisive in each case. Statutory value added tax is not included in our prices; it shall be shown separately at the statutory rate on the date of invoicing.
For deliveries and services provided later than three (3) months after conclusion of the contract, Vienco is entitled to adjust the prices if the costs relevant for the calculation have changed significantly since conclusion of the contract. A significant change is deemed to have occurred if individual cost factors – in particular material, energy, supplier, or personnel costs – increase or decrease by more than 5 %. The price adjustment shall be made to the extent that the respective cost factors influence the total performance. Vienco shall explain the underlying cost changes to the customer in a suitable form upon request. If a price adjustment results in an increase in the total price of more than 15 %, the customer is entitled to withdraw from the contract within ten (10) working days of receiving notification of the adjustment. The withdrawal applies exclusively to services that have not yet been rendered.
The customer is obliged to pay our remuneration net (without deduction) within 14 days of the invoice date. However, we are entitled to agree on partial payments or advance payments with the customer if we have not yet had a business relationship with them, if deliveries are to be made abroad, if the customer has their place of business abroad, or if there are other reasons that give rise to doubts about timely payment after delivery.
Payment shall be deemed to have been made on the day on which we have access to the amount owed. In the case of acceptance of checks, payment shall be deemed to have been made when, after presentation of the check, it has been cashed and credited to us within a reasonable period of time.
If the customer is in default of payment, we shall be entitled to charge default interest at a rate of 9 % above the respective base interest rate of the German Central Bank. The assertion of further damage caused by default shall remain unaffected by this.
If, after conclusion of the contract, there is a significant deterioration in the customer’s financial circumstances, or if such a deterioration in financial circumstances becomes apparent after conclusion of the contract and our payment claims are thereby jeopardized, we shall be entitled to refuse further performance of the contract until the customer has provided consideration or security for it. If the customer falls into default with payments, all claims against them, regardless of whether they have already been invoiced or not, shall become due immediately.
The customer shall only be entitled to set-off and retention rights if their counterclaims have been legally established, are undisputed or have been recognized by us. The customer’s rights are only transferable with our written consent.

§ 4 Delivery time – Scope of delivery

If a deadline for the execution of the order by us has been specified or agreed with the customer, this shall commence upon receipt of our order confirmation, but not before receipt of all documents, approvals, releases, or other information, and in particular not before the technical questions specified in the order confirmation, the offer, or the individual contract, or otherwise in the communication prior to the order have been clarified. If such questions arise subsequently, or if documents, approvals, releases, or other information become necessary subsequently, we shall inform the customer thereof in writing. Any delivery periods shall be extended by the time required by the customer to assist in clarifying these issues.
The specified delivery times are non-binding unless they have been expressly agreed as binding.
Insofar as we are prevented from fulfilling our obligations due to special circumstances such as energy shortages, traffic disruptions, strikes, lockouts, unforeseen technical difficulties, delays due to customs or export law checks and approval procedures, or other procurement, manufacturing, or delivery disruptions that are beyond our control and that demonstrably have a significant impact on our ability to fulfill our performance obligations, the delivery period for the execution of the order shall be extended by the respective period between the occurrence and removal of the obstacle. This shall also apply if such circumstances occur at our suppliers or subcontractors. In the event of an impediment to performance, we undertake to notify the customer immediately of both the occurrence and the removal of the impediment. The agreement on the reservation of self-supply pursuant to § 2 (4) shall not be affected by the preceding paragraph.
Subsequent requests for changes and/or additions agreed with us by the customer shall result in a reasonable extension of agreed dates and deadlines.
We are entitled to make reasonable partial deliveries and render reasonable partial services. Early deliveries or services are permissible unless expressly agreed otherwise.
In the event of delays in delivery, the customer is obliged to accept delivery within a reasonable grace period.
For technical reasons related to production, we reserve the right to deliver quantities that are up to 5 % above or below the quantity ordered, but at least one item.
If, in the case of call-off orders, the customer does not make the call-offs within the agreed deadlines, we shall be entitled to deliver and invoice the quantity not called off.

§ 5 Transfer of risk

Unless otherwise agreed in writing, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon delivery of the goods to the forwarding agent, the carrier, or any other person or institution designated to carry out the shipment, insofar as shipment is requested.
If the customer is in default of acceptance or violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the purchased item shall also pass to the customer at the point in time at which the customer defaults on acceptance.

§ 6 Cooperation of the customer

The customer shall provide us with a contact person, a postal address, and an email address at which the contact person can be reached. This contact person must be authorized by the customer to make or immediately bring about the decisions necessary for order processing. We shall likewise designate a contact person to the customer who can make or immediately bring about the decisions necessary for order processing.
If no contact person has been named separately, the customer’s authorized representative listed in the order shall be deemed to be the contact person as defined in clause 1.
If the provision of agreed services requires the cooperation of the customer, the customer must ensure that all necessary and appropriate information and data is provided to us in a timely manner and of the required quality.
If the customer fails to fulfil their obligations to cooperate, or fails to do so completely or in a timely manner, the performance period shall be extended accordingly until the customer has fulfilled their obligations to cooperate. Furthermore, the customer shall reimburse us for any additional costs, expenses, and damages incurred, unless the customer is not responsible for its breach of duty.

§ 7 Delivery item and acceptance

Our information on dimensions, weights, performance, and materials is provided with care but is non-binding unless expressly designated as binding. The same applies to official design information and suggestions. We reserve the right to make changes due to technical developments.
Services requiring acceptance: Software developed individually for the customer, customization services, integration services, and customer-specific hardware are services requiring acceptance within the meaning of §§ 640 et seqq. BGB (German Civil Code). Serial hardware is not subject to separate acceptance, unless this has been expressly agreed.
The customer shall provide a suitable test environment, test hardware, test data, and qualified personnel in good time so that functional and integration tests can be carried out properly.If this is not done, all deadlines shall be extended appropriately, and the customer shall bear the additional costs incurred as a result.
Vienco shall notify the customer of readiness for acceptance in writing or in text form and shall make the service available via a suitable medium (e.g., repository, data carrier, protected download area).
Acceptance shall be based on the agreed specifications and, if no specifications are available, on the usual quality stipulated in the contract. The customer is obliged to test the service immediately after it has been made available. Acceptance criteria are, in particular:
– Functionality of the software in the intended operating scenario,
– Compatibility and loadability for embedded systems,
– Reproducibility and traceability of reported defects,
– Compliance with the performance characteristics agreed in writing.
The customer is obliged to declare acceptance in writing or in text form within 10 working days of provision of the service, work or good(s) or to notify us in writing of any significant defects. Acceptance shall be deemed to have taken place if
– the customer uses the service productively, whereby productive use is deemed to exist in particular if the customer does not use the software exclusively for testing purposes,
or
– the customer allows the acceptance period to expire without reporting any significant defects.
Insignificant or purely visual defects do not entitle the customer to refuse acceptance.
The customer must describe significant defects in sufficient detail, including the steps required to reproduce them, the system environment used, and any error messages. Non-reproducible defects are considered insignificant.
Vienco is entitled to submit self-contained partial services for partial acceptance. Partial acceptances have the same effect as a total acceptance with regard to the respective part under the contract for work and services.
Acceptance or deemed acceptance shall be documented in an acceptance report. The report may also be transmitted in text form.
Acceptance marks the end of the performance phase and the beginning of the warranty period. Acceptance confirms that the service has been performed in accordance with the contract.

§ 8 Warranty for defects

Unless otherwise specified below, the statutory provisions of §§ 434 et seqq., 633 et seqq. BGB (German Civil Code) apply to the rights of the customer in the event of material defects and defects of title. These provisions apply regardless of whether the contract is to be classified as a purchase contract, a contract for work and services, or a service contract; in case of doubt, the contract for work and services takes precedence in the case of individually developed software.
The warranty period is twelve (12) months from delivery of the hardware or acceptance of the software. This period does not apply to claims for damages due to intent, gross negligence, injury to life, limb or health, or under the German Product Liability Act; in this respect, the statutory periods apply.
The customer must inspect the delivered goods or provided software immediately after delivery or provision and report any defects in writing without delay (§ 377 HGB (German Commercial Code)). If timely notification is not provided, the service shall be deemed to have been approved.
In the case of justified and timely reported defects, Vienco shall be entitled, at its own discretion, to first attempt to remedy the defect by repair or replacement. Vienco shall be entitled to make two attempts at repair. If the remedy ultimately fails or is refused, the customer may, at their discretion, demand a reduction in price or withdraw from the contract. Withdrawal is excluded in the case of minor defects.
The customer must provide Vienco with the rejected goods or software, including a description of the symptoms of the defect, so that Vienco can carry out the subsequent performance. If it turns out that there is no warranty claim, the customer shall bear the costs incurred for testing and transport.
The burden of proof for the existence of a defect at the time of transfer of risk or acceptance shall be borne by the customer. In the case of software, the customer shall be responsible in particular for proving that a reported error is reproducible and is not due to improper operation, interference by third parties, or influences external to the system.
Replaced parts become the property of Vienco GmbH. No new limitation period shall commence for replacement goods or repaired software delivered within the scope of subsequent performance; the original period shall continue to run.
Further claims for defects are excluded, unless otherwise specified in § 9 (Liability).

§ 9 Right of withdrawal and other liability of the seller

The customer may withdraw from the contract if the entire performance becomes definitively impossible before the transfer of risk in accordance with § 5 or if delivery is not made within a reasonable deadline to be set by the customer, which may not be less than one month, unless the obstacle to performance is at least predominantly attributable to the customer or it is a case pursuant to § 4 (3) of these provisions. If partial performance is possible and can be used by the customer even after termination of the contract, the right of withdrawal shall be limited to the parts not yet performed.
If the impossibility occurs during the delay in acceptance or through the fault of the customer, the customer shall remain obliged to pay the agree upon consideration. If partial services within the meaning of paragraph 1 have already been rendered, there shall also be a claim for remuneration in this respect.
If the customer or a third party makes changes or repairs to the delivery item without our prior written consent, we shall not be liable for the consequences thereof. The provision of § 8 remains unaffected by this.
We shall be liable without limitation for damages resulting from injury to life, limb, or health based on an intentional or negligent breach of duty, as well as for damages based on intent or gross negligence.
We shall only be liable for slight negligence in the event of a breach of essential contractual obligations (cardinal obligations: obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the customer may regularly rely), limited to the typically foreseeable damage.
A limitation period of one year applies to all claims for damages or compensation for futile expenses in the case of contractual and non-contractual liability asserted against us on the basis of the above clause. This period begins at the time specified in § 199 (2) BGB (German Civil Code). It shall commence at the latest upon expiry of the maximum periods specified in § 199 (3) and (4) BGB (German Civil Code).
Liability under the German Product Liability Act remains unaffected.
Any further liability beyond the liability specified in the preceding clauses 4-7 is excluded.
The use of RoHS-compliant alternative items by us for the manufacture of the delivery item is permissible in each individual case, even without the express approval of the customer, provided that the technical product specification as such, apart from process-related (e.g. processing temperatures) and material-related (RoHS substance limits) modifications that are unavoidable, remains unchanged for the alternative items used by us to manufacture the delivery item. We would like to point out that the customer is obliged to comply with the provisions of EU Directives 2002/95/EC (RoHS) and 2002/96/EC (WEEE) as well as the national regulations issued in implementation thereof (Germany: ElektroG) and is responsible in particular for compliance with the relevant usage and disposal requirements.
The customer is responsible for ensuring that the products or parts thereof purchased from us are not subject to national or international export or import restrictions. If products or parts thereof are subject to export or import restrictions, the customer must obtain the necessary export or import licenses at their own expense. The customer expressly indemnifies us against any liability and responsibility in external relations – regardless of the legal basis – in the event of identified violations of export or import restrictions. In the event of a violation, the customer shall also compensate for all damages resulting therefrom. We accept no liability for delivery delays resulting from national or international export restrictions or for the fact that a delivery cannot be made at all due to national or international export restrictions. In this case, we shall not be liable for compensation or damages.

§ 10 Retention of title

We retain title to delivered items until all payments arising from the business relationship with the customer have been received. This does not apply to intangible services (e.g., software). If the subject matter of the contract is the creation and/or provision of software, all rights of use to the delivered software remain with Vienco until all payments owed under the contract have been made in full. Only upon full payment shall the customer receive the rights of use granted in the contract. In the event of breach of contract by the customer, in particular in the event of default in payment, we shall be entitled to take back the delivery item or – as far as technically possible – to prevent the use of delivered or developed software. The taking back of the delivery item or the blocking of the software by us does not constitute a withdrawal from the contract, unless we have expressly declared this in writing. However, the seizure of the delivery item by us always constitutes a withdrawal from the contract. After taking back the delivery item, we are entitled to sell it; the proceeds from the sale shall be offset against the customer’s liabilities, less reasonable costs of sale.
The customer is obliged to treat the delivery item with care: in particular, they are obliged to insure it adequately at their own expense against fire, water, and theft damage at replacement value. If maintenance and inspection work is necessary, the customer must carry this out in good time at their own expense.
In the event of seizure or other interventions by third parties, the customer must notify us immediately in writing so that we can take legal action in accordance with § 771 ZPO (German Code of Civil Procedure). If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with § 771 ZPO, the customer shall be liable for the loss incurred by us.
The customer is entitled to resell the delivery item in the ordinary course of business; however, they hereby assign to us all claims in the amount of the final invoice amount (including value added tax) accruing to them from the resale against their customer or third parties, irrespective of whether the delivery item was resold without or after processing. The customer remains authorized to collect this claim even after assignment. Our authority to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the customer meets their payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or payments have been suspended. If, however, one of these cases applies, we may demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtor (third party) of the assignment.
If the delivery item is inseparably mixed with other items not belonging to us, we shall acquire co-proprietorship of the new item in proportion to the value of the delivery item to the other mixed items in such a way that the customer’s item is to be regarded as the main item and that it is agreed that the customer shall transfer co- proprietorship to us on a pro rata basis. The customer shall hold the sole proprietorship or co-proprietorship thus created in safekeeping for us. The customer also assigns to us the claim to secure our claims against them which arise against a third party as a result of the connection of the delivery item with a piece of real estate.
We undertake to release the securities to which we are entitled at the request of the customer insofar as the value of our securities exceeds the claims to be secured by more than 20%; the selection of the securities to be released is at our discretion.

§ 11 Property rights

All industrial property rights, in particular patents, utility models, trademarks, designs, topographies, rights to inventions, and all technical and operational know-how of Vienco GmbH (“property rights”) remain exclusively with Vienco. The customer shall not receive any rights to these unless this has been expressly agreed in writing.
Vienco shall only use the customer’s property rights to the extent necessary to fulfill the respective contract. Vienco shall not receive any further rights of use or exploitation unless expressly agreed otherwise in writing.
If a third party asserts claims against the customer for infringement of property rights, the customer must notify Vienco of this in writing without delay. The customer shall not acknowledge such claims without the prior written consent of Vienco GmbH. Vienco is entitled to defend itself against such claims.
Patent, design, or other technical property rights, as well as the technical know-how of Vienco GmbH, which were not developed specifically for the customer, remain the sole property of Vienco GmbH, regardless of whether they were further developed or adapted during the performance of the contract. The use of such property rights by the customer is only permitted within the scope of the contractually granted rights to the respective work results.
The provisions of this paragraph relate exclusively to industrial property rights. Copyright usage rights and the use of know-how gained in the project are regulated exclusively in § 12.

§ 12 Rights of use

All copyrights, ancillary copyrights, and other rights to software, source code, object code, databases, documentation, concepts developed or provided by Vienco, as well as to all work results provided within the scope of the contract, remain exclusively with Vienco GmbH, unless expressly granted for use.
The customer shall receive a simple, non-transferable, non-sublicensable right of use to the software developed individually for them to the extent necessary for the intended use of the specific work results owed. No further rights shall be granted.
Existing software components, frameworks, libraries, tools, modules, algorithms, and all technical and organizational processes of Vienco GmbH (“Background Technology”) remain the property of Vienco GmbH in their entirety. Vienco is entitled to continue to use, further develop, and make this Background Technology available to third parties independently of the contract.
Vienco is entitled to freely use all experience, knowledge, technical procedures, methods, process techniques, and other know-how gained or deepened during a project, including in projects for other customers. This applies in particular to concepts, architectures, algorithms, technical solutions, and developments that are not specifically or exclusively intended for the customer.
There is no infringement of the customer’s rights as long as
– no source code provided by the customer,
– no documents expressly designated as confidential, and
– no copyrighted works created exclusively for the customer
are disclosed or reused.
The customer is not granted any exclusive rights to methods, concepts, know-how, or technical solutions developed in the project, unless this has been expressly agreed in writing. The free economic activity of Vienco GmbH is not restricted in any way by the contract.
The customer may not modify, decompile, translate, reverse engineer, or make the software provided by Vienco available to third parties, nor use it as a basis for developing its own software, unless this is permitted by law or expressly permitted in writing.
For data backup purposes, the customer may make a reasonable number of backup copies. Copies must be marked as such and bear the copyright notice of the original medium.
In the event of unauthorized use or exploitation beyond the scope of the contract, Vienco reserves the right to assert claims for injunctive relief and damages.

§ 13 Data protection – confidentiality

Vienco GmbH processes personal data within the scope of the intended purpose in accordance with the legal provisions of the German Federal Data Protection Act and the EU Data Protection Regulation. The agreements made between the parties with regard to the processing of personal data are regulated in the privacy policy, which is available for inspection at https://www.vienco.de/Datenschutzerklaerung. The current data protection provisions for visiting our website can also be viewed there.
“Confidential information” within the meaning of the following clauses is all information that
– is expressly marked as confidential or
– is confidential by its nature,
– is disclosed to a party in connection with the contract.
Information that
– is or becomes publicly known without breach of this contract,
– was already lawfully in the possession of the receiving party,
– made available to the receiving party by third parties without any obligation of confidentiality, or
– was developed independently by the receiving party without recourse to confidential information.
In respect to confidential information of the other party each party undertakes
– to treat it in strict confidence,
– to use it exclusively for the fulfillment of the respective contract, and
– to make it accessible to third parties only to the extent necessary for the performance of the contract and provided that these third parties have previously been obliged in writing to maintain confidentiality.
The parties are obliged to protect confidential information from unauthorized access and to guarantee at least the same level of protection that they apply to their own confidential information of comparable importance.
The confidentiality obligation does not constitute any restriction of Vienco GmbH’s right to freely use
– their own technical, organizational, or business know-how,
– methods, processes, experience, technical solutions,
– knowledge acquired or deepened in the course of providing services,
provided that no confidential information of the customer within the meaning of subsection 2 is disclosed or used.
At the request of the disclosing party, but no later than upon termination of the contract, confidential information, including copies, data carriers, or printouts, shall be returned or – if technically possible – securely deleted, provided that this does not conflict with any statutory retention obligations.
Records and documentation of the service provision that do not contain confidential information of the customer shall remain with Vienco.
The confidentiality obligations shall apply for an unlimited period of time.
The obligation to maintain confidentiality shall not apply if a party is required to disclose information by law, official order, or court decision. The disclosing party shall inform the other party of this immediately, insofar as this is legally permissible.
In the event of culpable breaches of these confidentiality obligations, Vienco shall be entitled to claim damages. The assertion of further claims shall remain unaffected.

§ 14 Place of jurisdiction – place of performance

The exclusive place of jurisdiction for all disputes arising from and in connection with this contract is, to the extent permitted by law, the registered office of Vienco GmbH; however, we are also entitled to sue the customer at their place of residence.
Unless otherwise stated in the order confirmation, our place of business is also the place of performance.
The law of the Federal Republic of Germany shall apply. Application of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (UN Sales Convention: CISG) is excluded.

§ 15 Written form

All agreements and contracts made between us and the customer must be in writing.

§ 16 Partial invalidity

Should any provision of this agreement be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. The parties undertake to agree on a provision that comes as close as possible to the economic intent of the invalid or unenforceable provision. Any gaps in the contract shall be filled in accordance with this provision.