GENERAL TERMS AND CONDITIONS
OF TWOLOOX GMBH
1. Scope of Application
The following General Terms and Conditions (GTC) apply to all legal transactions with twoloox GmbH (hereinafter: twoloox), unless expressly agreed otherwise in writing. The GTC apply only if the customer is an entrepreneur, a legal entity under public law or a special fund under public law.
Terms and conditions of the customer or third parties shall not apply, even if twoloox does not expressly object to them in individual cases.
2. Offers
All offers made by twoloox are non-binding.
Illustrations, drawings, brochures, advertising materials, lists, etc., including the data contained therein (e.g. regarding performance, operating costs, color, shape, weight, and dimensions), are only approximately authoritative unless usability for the contractually intended purpose requires exact conformity. These do not constitute warranted characteristics but are descriptions or designations of the delivery or service.
Commercial deviations and deviations made due to legal requirements or representing technical improvements, as well as the replacement of components with equivalent parts, are permissible as long as their usability for the contractually intended purpose is not impaired.
3. Prices
All prices stated are net prices in euros and are exclusive of applicable statutory VAT, “ex works.”
4. Payments
Payments must be made in advance. Cash discounts or other price reductions are not granted.
5. Delivery
Any deadlines or dates for deliveries and services indicated by twoloox are always approximate unless a fixed deadline or date has been expressly agreed or confirmed.
If shipment is agreed, delivery periods and dates refer to the moment the goods are handed over to the carrier, freight forwarder, or other third party commissioned with the transport.
twoloox is only liable for exceeding delivery deadlines in cases of intent or gross negligence. twoloox is not liable for delays or failures caused by suppliers; however, twoloox is obliged to assign any compensation claims against suppliers to the customer.
twoloox is entitled to make partial deliveries if this appears advantageous for prompt processing. Each partial delivery is considered a separate transaction.
6. Shipping, Insurance, Transfer of Risk
Loading and shipping are at the customer’s expense.
The risk of accidental loss, accidental deterioration, and the risk of delay shall pass to the customer at the latest upon handover; in case of shipment, upon delivery to the carrier, freight forwarder, or any third party commissioned with transport.
twoloox is only obliged to provide transport insurance upon the customer’s express request. The customer bears the resulting costs.
7. Inspection and Notification of Defects
Before accepting the goods, the customer must inspect the shipment in the presence of the delivery agent for external damage and completeness.
Any damage or quantitative discrepancies must be confirmed in writing by the delivery agent. If this is not possible, the customer must refuse acceptance.
After receipt, the customer must immediately inspect the goods for defects and condition. Obvious defects must be reported to twoloox within two weeks of receipt of the goods. Timely dispatch of the defect notification is sufficient. If the customer breaches the inspection and notification obligation, the goods are deemed approved regarding the defect concerned.
8. Retention of Title
The goods are delivered subject to retention of title. Ownership transfers to the customer only after all obligations owed to twoloox have been settled. This applies even if the customer makes payments on specifically designated items.
In the case of ongoing business relationships, the retention of title secures twoloox’s outstanding balance.
9. Software Products
Copyright and all other rights to delivered software, associated data, and printed materials remain exclusively and unrestrictedly with twoloox.
Copyright notices, serial numbers, and other identification elements may not be removed or altered.
Software is licensed, not sold. The customer receives a non-exclusive, perpetual right to use the software. Permitted use includes installation, loading into memory, and proper use by the customer.
If twoloox-developed software is supplied together with hardware or third-party software, the software may only be used in the delivered configuration.
The customer may create a backup copy if required to secure future use. The backup copy must be visibly marked as “Backup Copy” and bear twoloox’s copyright notice.
10. Rental
The customer must insure the rental item at replacement value at their own expense and provide proof upon contract conclusion. The rental period must be strictly observed. The customer must immediately inform twoloox if timely return is endangered.
The rental item may not be pledged, encumbered, or otherwise transferred to third parties. The customer must protect it from third-party access and notify twoloox immediately in writing of any such attempts.
The customer must use the technical equipment only within technically and legally permissible limits and only through qualified personnel, following all applicable regulations.
The customer must keep the rental item in proper working condition. Any modifications to the rental item are prohibited.
11. Consequences of Breach of Contract
For each justified reminder issued by twoloox, the customer must pay a reminder fee of €15.00.
If twoloox withdraws from the contract due to the customer’s payment default, the customer must pay damages amounting to 15% of the contract value unless higher damages are proven.
The customer may avoid withdrawal and damages by paying the outstanding amount within one week of receiving the withdrawal notice; in that case, an additional 10% of the contract value is charged.
If the customer is late in returning rental items, they must pay twoloox 130% of the agreed or calculated daily rental rate for each started day of delay.
In case of loss of a rental item, the customer must reimburse the replacement value. The customer may prove that little or no damage occurred.
12. Mutual Contract Cancellation
Outside warranty rights, returns are only possible by special written agreement. In such cases, twoloox may claim damages in accordance with Section 11.
13. Warranty
The warranty period is 24 months for intentional or grossly negligent breach of duty by twoloox, fraudulent concealment of defects, liability based on guarantees, and damages to life, body, or health.
In all other cases, the warranty period is 12 months.
Warranty is limited to the right of subsequent performance (repair or replacement).
If subsequent performance fails, the customer may reduce the price or—if the defect is not insignificant or in the case of construction work—withdraw from the contract.
Returns require an RMA number from the dealer or wholesaler, displayed on the packaging, and a written description of the error.
Warranty expires if the customer alters the product, especially through OS updates, third-party software, unauthorized repairs, improper use, or use of unauthorized parts, unless such actions did not cause the defect.
twoloox may fulfill warranty obligations by modifying or replacing software with equivalent or superior versions.
twoloox may perform warranty work at the customer’s premises. The obligation to rectify software defects is fulfilled when updates with automated installation routines are provided for download and telephone support is offered.
For third-party software (e.g. operating systems or databases), only the developer's or supplier’s terms apply.
twoloox bears the necessary costs of subsequent performance if a defect is present.
If the defect claim is unfounded, twoloox may recover the costs from the customer.
14. Liability
twoloox is liable for damages resulting from injury to life, body, or health caused by negligence. twoloox is also liable for other damages resulting from intentional or grossly negligent breach of duty and in accordance with product liability law.
In all other respects, claims for damages are excluded.
For slight negligence in breaching an essential contractual obligation, liability is limited to the foreseeable, typical damage.
Before the customer asserts claims against twoloox for damages caused by third-party software, they must first seek recourse from the software manufacturer. twoloox will support the customer in doing so.
These limitations also apply to personal liability of employees, representatives, and officers.
15. Infringement of Intellectual Property Rights
If a third party asserts claims against the customer due to infringement of intellectual property rights and the use of the product is impaired, twoloox will, at its discretion and expense, either modify or replace the product so it no longer infringes but still meets the agreed performance and functional characteristics.
If this is not possible under reasonable conditions, twoloox will take back the product and refund the price paid, minus an amount reflecting usage. The customer must return the product in that case.
Prerequisites for liability are that the customer informs twoloox immediately, does not acknowledge the infringement, and conducts all negotiations only in agreement with twoloox.
Further claims are excluded unless caused by intent or gross negligence.
16. Assignment and Set-Off
Customer rights arising from contracts with twoloox may not be assigned to third parties.
The customer may only set off undisputed or legally established claims.
17. Data Storage
twoloox points out that all data required for business processing is stored and processed electronically.
18. Place of Performance, Venue, Applicable Law
Place of performance is Cologne.
If both parties are merchants or the customer has no general jurisdiction in Germany, Cologne is the agreed place of jurisdiction. twoloox may also file suit at the customer's general jurisdiction.
Only German law applies.
The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
19. Final Provisions
Should any provision of these terms be invalid or unenforceable, the remaining provisions remain unaffected.
twoloox will notify the customer in writing of any changes to the GTC.
Changes become effective unless the customer objects within 14 days of receipt. twoloox will inform the customer of this right beforehand.