General Terms and Conditions

§ 1 Scope of Application

(1) The following General Terms and Conditions (GTC) apply to all contracts, deliveries, and other services between Capoyo GmbH, Rotwandweg 3, 82024 Taufkirchen, Germany (hereinafter referred to as the "Seller") and its customers (hereinafter referred to as the "Buyer"), which are initiated and concluded via individual communication (e.g., via e-mail, telephone, or in text form).

(2) The Seller's offer is directed exclusively at entrepreneurs within the meaning of § 14 BGB (German Civil Code), legal entities under public law, or special funds under public law. A sale to consumers (§ 13 BGB) does not take place. By placing an order, the Buyer confirms that they are acting in the exercise of their commercial or independent professional activity.

(3) Deviating, conflicting, or supplementary GTC of the Buyer shall only become part of the contract if and to the extent that the Seller has expressly agreed to their validity in text form.

§ 2 Conclusion of Contract and Subject Matter

(1) The presentation of articles and information on the website capoyo.de does not constitute a legally binding offer, but an invitation to place an order (invitatio ad offerendum).

(2) By placing an order in text form (e.g., e-mail), the Buyer makes a binding offer to conclude a purchase contract.

(3) The contract is only concluded when the Seller accepts the order through an explicit order confirmation in text form, sends an invoice to the Buyer, or dispatches the ordered goods to the Buyer.

(4) Software: If the scope of delivery includes software (e.g., operating systems), the respective End User License Agreement (EULA) of the software manufacturer shall apply additionally. The Seller assumes no liability for the functionality or legal stability of third-party software.

§ 3 Prices, Terms of Payment, E-Invoicing, and Set-off

(1) All stated prices are net prices plus the applicable statutory value-added tax and any shipping costs incurred, unless otherwise agreed.

(2) Unless otherwise stated on the invoice, the purchase price is due for payment within 14 days from the date of invoice without any deduction.

(3) If the Buyer defaults on payment, the Seller is entitled to claim default interest at a rate of 9 percentage points above the respective base interest rate. The right to claim further damages caused by default remains reserved.

(4) Electronic Invoicing: The Buyer agrees that invoices will be transmitted exclusively electronically (e.g., as a PDF or as a structured e-invoice in accordance with legal requirements).

(5) The Buyer is only entitled to set-off rights if their counterclaims have been legally established, are undisputed, or have been acknowledged by the Seller. The Buyer may only exercise a right of retention if their counterclaim is based on the same purchase contract.

§ 4 Delivery, Transfer of Risk, and Force Majeure

(1) Delivery dates or deadlines are only binding if they have been expressly confirmed by the Seller in text form as binding.

(2) The Seller is not liable for impossibility of delivery or for delays in delivery insofar as these are caused by force majeure or other events unforeseeable at the time the contract was concluded (e.g., operational disruptions, pandemics, transport delays, strikes, official interventions, embargoes) for which the Seller is not responsible. This also applies in the event of non-delivery, incorrect delivery, or late delivery to the Seller by its suppliers (reservation of self-supply).

(3) Delivery is ex works (place of performance). At the request and expense of the Buyer, the goods will be shipped to another destination (sale by delivery to a place other than the place of performance).

(4) The risk of accidental loss and accidental deterioration of the goods passes to the Buyer at the latest upon handover to the forwarder, carrier, or other person or institution designated to carry out the shipment (§ 447 BGB). This also applies to partial deliveries.

§ 5 Retention of Title

(1) The Seller retains title to the delivered goods until full payment of all current and future claims arising from the purchase contract and an ongoing business relationship (secured claims).

(2) The Buyer is authorized to resell the goods subject to retention of title in the ordinary course of business. However, the Buyer hereby assigns to the Seller all claims in the amount of the final invoice total (including VAT) that accrue to them from the resale against their customers or third parties. The Buyer remains authorized to collect this claim even after the assignment. The Seller's authority to collect the claim themselves remains unaffected.

§ 6 Duty of Inspection, Warranty & Returns

(1) The Buyer's warranty rights presuppose that they have properly fulfilled their statutory duties of inspection and notification of defects (§§ 377, 381 HGB - German Commercial Code). If a defect becomes apparent upon delivery, during the inspection, or at any later time, the Seller must be notified of this in text form without delay (at the latest within 7 days of receipt of the goods). If the Buyer fails to properly inspect the goods and/or report a defect, the Seller's liability for the defect not reported, not reported on time, or not reported properly is excluded according to statutory provisions.

(2) In the case of justified and timely notices of defects, the Seller shall, at their discretion, provide subsequent performance by remedying the defect (repair) or by delivering a defect-free item (replacement delivery).

(3) Deviating from § 438 (1) No. 3 BGB, the general limitation period for claims arising from material defects and defects of title is one (1) year from delivery of the goods.

(4) No Right of Withdrawal: Since the offer is directed exclusively at entrepreneurs, there is no statutory right of withdrawal or return. The return of defect-free goods takes place exclusively as a gesture of goodwill after prior, explicit consent by the Seller in text form. In this case, the Seller reserves the right to charge a reasonable restocking and processing fee (usually 15% of the net value of the goods) and deduct it from the refund amount.

§ 7 Limitation of Liability and Data Backup

(1) Claims of the Buyer for damages are excluded. Exempted from this are claims for damages by the Buyer arising from injury to life, body, or health, or from the breach of essential contractual obligations (cardinal obligations), as well as liability for other damages that are based on an intentional or grossly negligent breach of duty by the Seller, their legal representatives, or vicarious agents.

(2) In the event of a breach of essential contractual obligations, the Seller is only liable for the foreseeable damage typical for the contract if it was caused by simple negligence, unless it concerns claims for damages by the Buyer arising from injury to life, body, or health.

(3) Excluded Damages: Liability for consequential damages caused by a defect, lost profits, missed savings, production downtimes, and other indirect damages is fully excluded to the extent permitted by law.

(4) Data Backup: The Buyer is responsible for regularly backing up their data. When hardware is sent in for repair or return, the Seller assumes no liability for the loss of data or programs on the storage media of the sent-in devices.

(5) The provisions of the German Product Liability Act (Produkthaftungsgesetz) remain unaffected.

§ 8 Export Control

Delivered goods and any technical know-how are generally intended for use and retention in the Federal Republic of Germany. If the hardware is intended to be exported, the Buyer is responsible for independently checking and complying with the respective applicable national and international export control regulations (in particular embargoes and dual-use regulations) at their own responsibility.

§ 9 Disposal and Environmental Protection

(1) After the end of use, the Buyer must properly dispose of the delivered goods (electrical and electronic equipment) at their own expense in accordance with the applicable statutory provisions. The Buyer hereby expressly indemnifies the Seller from the obligations under § 19 ElektroG (German Electrical and Electronic Equipment Act - manufacturer's take-back obligation) and from any related claims by third parties.

(2) The Buyer waives the return of transport packaging in accordance with § 15 (1) VerpackG (German Packaging Act) and will responsibly recycle it at their own expense, unless expressly agreed otherwise.

§ 10 Data Protection

The Seller processes the Buyer's personal data (e.g., contact details of contact persons) for contract execution and communication on the basis of Art. 6 (1) lit. b and lit. f GDPR (General Data Protection Regulation). Further information on data processing and the rights of data subjects can be found in the Privacy Policy on the Seller's website.

§ 11 Final Provisions

(1) The law of the Federal Republic of Germany shall apply to contracts between the Seller and the Buyers, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) If the Buyer is a merchant within the meaning of the German Commercial Code (HGB), 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 is the registered office of the Seller in Taufkirchen (Munich).

(3) Should individual provisions of these GTC be or become invalid, this shall not affect the validity of the remaining provisions. The relevant statutory provisions shall apply in place of the invalid provision.