General Terms and Conditions of Daterra Datacenter Solutions GmbH

General

1. Our offers, deliveries, and other services are provided exclusively under the following terms and conditions (GTC).
Our terms and conditions, in their current version, also apply to all future contracts with the same customer, without us having to point them out again in each individual case.
3. Our terms and conditions apply exclusively. Deviating, conflicting, or supplementary terms and conditions of the
Customers will only become part of the contract and only to the extent that we have agreed to their validity in writing. The requirement for consent also applies if we provide services without reservation, even if we are aware of the customer's general terms and conditions.
4. Official or other permits must be obtained by the customer at their own expense. If
we assist the customer, the customer also bears the costs in this regard.
5. Legally binding declarations and notices that must be made by the customer to us after the conclusion of the contract (e.g., setting deadlines, defect notifications) must be in writing.

II. Conclusion of Contract

1. Offers are subject to change and are non-binding. Documents belonging to the offer, such as illustrations,
Drawings, data sheets, etc. are only approximately accurate in terms of dimensions and weight, as far as accuracy
unless expressly confirmed in writing on a case-by-case basis.
2. We retain full ownership and copyright for all quotation documents, cost estimates, etc.
explicitly. Without our prior written consent, these may not be made accessible to third parties, nor may they be used for purposes other than those agreed upon. If an order is not placed, all documents prepared for the customer must be returned upon request.
3. A customer's order is considered a binding offer to contract. Unless otherwise stated in the order
nothing else results, we are entitled to this offer within three weeks of receipt
to be accepted by us. Our written order confirmation is decisive for the acceptance and execution of the order.
4. We may charge a reasonable fee for the creation of cost estimates.,
if their creation was particularly cost- and labor-intensive, or if a contract to this effect
does not materialize.

III. Delivery and Performance Periods, Delivery Default

1. Delivery and performance deadlines will be agreed upon individually or stated by us in the order confirmation.
stated; in the absence of an agreement, the delivery period shall be ten working days. Delivery periods begin on
the dispatch of the order confirmation, provided that the customer, at that point, has any necessary
The necessary permits, approvals, and other documents have been submitted, an unimpeded start of assembly at the construction site is guaranteed, and any agreed-upon down payment has been received by us.
We are entitled to make partial deliveries and render partial services at any time, provided that these are reasonable for the customer.
3. If the prerequisites mentioned in the first sentence of item 1 are not met in a timely manner, then
the delivery period is extended accordingly. The delivery period is otherwise deemed to have been met if
a) upon delivery without assembly and/or commissioning, the shipment ready for operation leaves the warehouse within the agreed delivery period. If the removal is delayed for reasons attributable to the
and represents the customer, the delivery period applies if the readiness for shipment is reported in a timely manner as
adhered to;
b) with delivery including assembly and/or commissioning, assembly and/or commissioning of the systems have taken place within the delivery period.
4. If we are unable to meet binding delivery and performance deadlines for reasons beyond our control,
cannot be met (unavailability of the service), we will immediately inform the buyer and simultaneously provide the expected new deadline. If the service is also unavailable within the new deadline, we are entitled to withdraw from the contract in whole or in part; any consideration already provided by the customer will be immediately reimbursed in this case. Our statutory rights of withdrawal and termination, as well as the statutory provisions on the settlement
The contract shall remain unaffected in the event of exclusion of the obligation to perform. Likewise, the customer's statutory rights of withdrawal and termination shall remain unaffected in this respect.
5. Delivery delay only occurs if we are responsible for the delay according to statutory provisions.
have; in any case, a reminder from the customer is required. Any damages due to delay
is 5% of the net price/net order amount of the respective individual service provided late
limited.

IV. Delivery, Acceptance, Transfer of Risk, and Place of Performance

The place of fulfillment for deliveries and services is Düsseldorf.
2. In case of deliveries, the risk is transferred to the customer when the consignment ready for operation leaves the warehouse
has left. Unless otherwise expressly agreed, we are entitled to determine the method of shipment (transport company, shipping route, packaging) ourselves. Upon request
The customer will have the shipment insured against breakage, transport, and fire damage at their expense.
3. Will a facility be taken over before acceptance due to force majeure or other circumstances beyond our control
circumstances, damaged or destroyed, we are entitled to payment for the work performed up to that point as well as other costs incurred up to that point. If the customer
with the acceptance in default, the risk passes to him at the moment of default. Is
If assembly is interrupted before the plant is completed, for whatever reason, the risk passes to the customer as far as we have agreed to take responsibility for services rendered up to that point.
are handed over to customers.
4. If shipping, assembly, and/or commissioning are delayed at the customer's request,
from the day the readiness for delivery is announced, the risk passes to the customer.

V. Assembly, Commissioning, and Service

1. For deliveries involving assembly and/or commissioning, the customer must ensure, in a timely manner and at their own expense, that the necessary prerequisites for the work to be performed by us are established. Depending on the specific circumstances, the customer must, in particular, ensure that
a) Access routes and assembly area are leveled, load-bearing, paved, and clear.,
b) Maurer-, Zimmer- und sonstige Vorarbeiten soweit fortgeschritten sind, dass wir unsere Arbeiten
begin immediately and carry out without interruption,
c) all necessary connections are present at the assembly location and adequate heating and
lighting is provided,
d) the required delivery parts for commencement of work are in position and
the facilities required for assembly and/or commissioning, such as field forges and lifting devices, as well as other necessary materials such as scaffolding wood, wedges, shims, cement,
Mortar and sealants, lubricants, fuels, cooling water, etc. in sufficient quantities and
Number available are,
e) sufficiently large, dry, and lockable rooms for the storage of system components,
Tools and materials, as well as adequate workspaces and breakrooms for our employees
be available and
e) if necessary, the required auxiliary personnel (masons, carpenters, locksmiths, etc.) are available.
2. If the assembly and/or commissioning is delayed due to circumstances on the construction site that we cannot
If we have to represent ourselves, the customer must reimburse us for the resulting additional costs. The customer must adequately compensate us for any waiting times incurred as a result.
3. The customer must certify the daily working hours performed by our employees and other persons commissioned by us. If the customer fails to do so or does not do so in a timely manner, then
Our records will be the basis for the billing.
4. If assembly and commissioning are owed by us according to the contract, then those installed by us
Facilities regulated after assembly and customer operating personnel familiarized with proper operation. The dates required for regulation will be arranged with
coordinate with the customer. The customer is responsible for ensuring that water connections and electrical installations are properly laid and ready for operation on these dates, that the cooling capacity of the refrigeration units is drawn from the consumers, and that the intended operating personnel are available.
Instruction is available. Once the adjustment and instruction are completed, the customer has the
to confirm the proper completion of the work owed in writing; any complaints and subsequent special requests will be recorded in a protocol to be signed by both parties.

VI. Prices and Payment Terms

Unless otherwise agreed in individual cases, our prices valid at the time of contract conclusion ex works or our hourly billing rates valid at that time shall apply,
plus statutory VAT respectively. Assembly and commissioning work as well as other services will be invoiced based on the hours worked and materials used, travel time
and waiting time are considered working time. For overtime, night, Sunday, and holiday hours, as well as for
Hazard pay will be calculated for work under difficult conditions.
2. If the services are to be provided more than four months after the conclusion of the contract, we are entitled to negotiate an adjustment of the prices in the event of increases in wages and/or material prices.
demand, provided that the price increases occurred after the submission of the offer and we did not
represented. If the customer does not respond to our request for negotiation within one
One month later, we are entitled to immediately cease work, invoice for services already rendered, and otherwise withdraw from the contract.
3. Fixed prices are only to be assumed if the stated prices are in our written
Order confirmation expressly designated as such and simultaneous scheduling
regarding delivery, assembly, and the completion of work. Required wall breakthroughs and other masonry, electrician, plumbing, and installation work, as well as the installation
from hot water supply and drainage lines, including condensate lines and their installation, are in the
Price not included, unless otherwise expressly agreed.
4. Unless otherwise agreed, invoices are payable in full and within ten days.
due upon invoice. For deliveries and other services with an order value of
For amounts exceeding 3,000.00 €, we are entitled to require a down payment equal to 30% of the agreed-upon price
to demand. For deliveries with assembly and/or commissioning as well as for other services
we are entitled to invoice work already performed up to 90% of the order value prior to completion.
5. The customer's rights of set-off or retention shall only be to the extent that the asserted
the claim has been legally established or is undisputed.

VII. Reservation of Title

All items delivered by us remain our property until full payment of all current and future claims arising from the business relationship with the customer.
2. The customer is entitled to the goods subject to retention of title in the ordinary
to resell or process the business. In this case, the customer hereby assigns
claims arising from this against third parties in their entirety – or, after processing, mixing, or combining with third-party property, in the amount of the pro rata co-ownership share –
for security to us. As long as the customer meets their payment obligations to us, the customer remains authorized to collect the claims.
3. If the delivered items or the property on which they are installed are to be seized, impounded, or otherwise claimed by third parties (e.g., as a result of administration or foreclosure), the customer is obligated to immediately inform us of our ownership rights.
to notify us in writing and to send us copies of the seizure protocol. Furthermore, the customer undertakes to support us in every way in asserting our property rights in such a case.
4. To the extent that the goods delivered have become essential components of the property, the seller is obligated
the customer, upon non-compliance with the agreed payment terms, to dismantle the items that can be removed without significant impairment of the building structure
permit and transfer ownership of these items back to us. Does the
If the aforementioned rights are exercised, they shall be liable to us for damages. Dismantling and other costs shall be borne by the customer.
5. In exercising the rights arising from the reservation of title, particularly upon repossession of the
Items to be delivered, we are entitled to reasonable compensation for the previous handover
to demand.

VIII. Liability for Defects and Warranty

1. The statutory provisions apply to the customer's rights regarding defects in material and title, insofar as
unless otherwise specified below. The statutory special provisions for the final delivery of goods
remain unaffected in any case.
2. A claim for defects requires the customer to inspect the goods immediately upon receipt and to notify us in writing of obvious defects (including incorrect and short deliveries) within two weeks of delivery. Timely notification is sufficient to meet the deadline.
Sending of the notification. Does the customer fulfill the aforementioned obligation to investigate
and/or defect notification fails, our liability for the non-notified defect is excluded. The customer, who is not a consumer, is also not obliged to notify us of obvious defects that occur
to report in writing within two weeks; paragraphs 2 and 3 shall apply accordingly.
3. In case of a defect, we can initially choose whether to demand subsequent performance through the rectification of the
Due to a lack of or by delivery of a defect-free item. The right to the chosen method of
Refusal of subsequent performance under the statutory conditions remains unaffected. The owed subsequent performance can be made dependent on the customer paying the purchase price due, but the customer is entitled to a portion that is proportionate to the defect.
withholding of the purchase price.
4. If a defect exists, we shall bear the costs necessary for inspection and subsequent performance
Expenses such as transport, labor, and material costs. However, if a customer's request for defect rectification turns out to be unjustified, we can demand reimbursement for expenses incurred in that regard.
5. If the supplementary performance fails or if a reasonable deadline set by the customer for this purpose has passed without success
expired or, according to legal regulations, unnecessary, the customer may withdraw from the contract or reduce the agreed price. In case of only insignificant defects, the right of withdrawal
excluded.
6. Customer's claims for damages or reimbursement of futile expenses exist
only as provided for in IX. and are otherwise excluded.

IX. Other Liability

1. To the extent not otherwise specified in these Terms and Conditions, we shall be liable for damages for any legal reason only in cases of intent and gross negligence. In cases of simple negligence, we shall be liable
only
for damages resulting from injury to life, body, or health;
b) for damages resulting from the breach of a material contractual obligation; „material contractual obligation“ is
an obligation whose fulfillment is essential for the proper performance of the contract
enables and which the customer relies on and is entitled to rely on. In the event of a breach of such a duty, liability shall be limited to the compensation of the foreseeable, typically occurring
Damage limited.
The above limitations of liability shall not apply to the extent that we have fraudulently concealed a defect or assumed a guarantee for the quality of the goods, as well as for such
Customer claims arising from the Product Liability Act.
3. The customer can only withdraw due to a breach of duty that does not consist of a defect
or terminate if we are responsible for the breach of duty. A free right of termination by
The customer's right to terminate the contract is expressly excluded, particularly for partial performance under Section 649 of the German Civil Code (BGB). Otherwise,
The legal requirements and legal consequences apply to withdrawal and termination.

X. Statute of Limitations

Claims for material defects and defects of title shall be statute-barred within one year. The limitation period begins with the delivery of the goods for deliveries without assembly and/or commissioning, and with acceptance for deliveries with assembly and/or commissioning as well as for other services.
2. If the subject of performance is a building or an object that has been used in accordance with its usual purpose for a building and has caused its defectiveness, the limitation period shall be five years from acceptance or delivery, notwithstanding Section 1. Furthermore, the statutory special regulations shall remain unaffected by Section 1.
for claims for the surrender of property by third parties, for fraud, and for claims in supplier recourse in the event of
Final delivery to a consumer.
The aforementioned limitation periods also apply to contractual and non-contractual claims
customer's for defects in the goods or other performance, insofar as not in
in the individual case, the application of the regular statutory limitation period (§§ 195, 199 BGB) leads to shorter limitation periods.
4. For the customer's claims for damages according to IX. as well as for those claims that arise from the
In accordance with the Product Liability Act, only the statutory limitation periods shall apply.

XI. Final Provisions

1. German law shall apply to these Terms and Conditions and all legal relationships between us and the customer.
Excluding the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is Düsseldorf. In addition, however, we are entitled to bring legal action at the customer's general place of jurisdiction.
2. We hereby inform the customer that we store their data electronically and
process, as far as this is necessary for business purposes and permissible within the scope of the Federal Data Protection Act.
3. Should individual provisions of these terms and conditions be invalid, the validity of the
remaining provisions and those of the agreement are not affected.