I. Scope of application

1. The following General Terms and Conditions of Business, Sale and Delivery of doks. solution GmbH (hereinafter “GTC”) apply exclusively to all contracts for the delivery of products (hereinafter the “Product”) and services of doks. solution GmbH, which the customer recognizes by placing the order or accepting the delivery. Supplementary or deviating terms and conditions of the customer are not recognized unless their validity is expressly agreed to in writing. Our terms and conditions shall also apply if we carry out the delivery or service to the customer without reservation in the knowledge of supplementary or deviating terms and conditions of the customer without referring again to the GTC.
2. doks. solution GTC initially only apply to the pilot projects with the customer. A one-off express consent to supplementary or conflicting terms and conditions of the customer shall not be deemed the basis for future transactions. The GTC cannot be amended, waived or supplemented by a subsequent order or letter from the customer without the express written consent of doks. solution. Any extension of validity beyond the pilot projects is agreed with separate mutual written consent between the customer and doks. solution.

Conclusion of contract

1. Electronic, written or verbal offers submitted by doks. solution are non-binding and do not constitute an offer in the legal sense, but are only an invitation to the customer to place a binding order.
2. The order signed by the customer is a binding offer. The contract is only concluded upon receipt of a written order confirmation or direct delivery from doks. solution and is based exclusively on the content of the order confirmation and these GTC. Verbal agreements or promises require written confirmation by doks. solution to be effective.
3. doks. solution reserves all rights (in particular ownership and intellectual property rights) to drawings, models, templates, samples, similar objects and all other sales documents. They may not be used for purposes other than the installation, commissioning, use and maintenance of the product or spare parts without the express consent of doks. solution and may only be made accessible to third parties with the prior written consent of doks. solution and must be returned to doks. solution immediately upon request.

III. Product-related obligations of the customer, training participation, software

1. doks. solution strongly advises the customer to participate in the training courses offered by doks. solution on the operation and use of the products before using the products for the first time, in particular flying devices and software, regardless of previous individual knowledge.
2. doks. solution accepts no liability on any legal grounds whatsoever for damage resulting from negligent or intentional operating and application errors after delivery. The customer alone is responsible for airworthiness and safe operation and use in accordance with (A) the documentation supplied with the product, (B) the content of doks. solution training courses and (C) general expert knowledge. The customer alone is liable for such damage, even if he has participated in a doks. solution training course for the use of the product.
3. Modifications to the products are not permitted without the prior written consent of doks. solution and lead to the exclusion of warranty rights in accordance with IX.
4. The software included in the scope of delivery is generally subject to the provisions of the applicable license agreements. These license agreements are provided together with the software. However, the respective software licensor only grants the customer the rights to use the software.
5. If a doks. solution product contains third-party software, the customer undertakes to conclude a separate software license agreement with the third-party manufacturer if the third-party software is necessary for full use of the doks. solution product. doks. solution will inform the customer of this possible obligation separately or in writing in the offer.

IV. Export control

1. The customer must comply with the applicable local legal and official regulations when operating and using the product. Accordingly, the customer is solely responsible for obtaining legally required approvals, permits, insurance and licenses for the operation of doks. solution products.
2. The flight area must be selected in such a way that no danger to persons or property arises in the event of incorrect operation or unexpected malfunctions. Likewise, doks. solution is not liable for damage to persons or property or to the product itself resulting from use of the product for a purpose other than that intended in the specification.
3. Some of our products are subject to export control and are generally only intended for the respective end customer and not for resale and are subject in their use to the legal provisions applicable in the agreed country of delivery, including the acquisition of flight licenses.
4. doks. solution products are intended exclusively for non-military use. Exceptions are only possible on the basis of separate contracts with doks. solution, a recognized sales partner of doks. solution and the responsible authorities.
5. doks. solution products are intended for use and to remain in the country of delivery agreed with the customer. The export and import of the product to countries other than the original country of delivery for private or commercial use of the product may be subject to authorization by the customer and is subject to the foreign trade regulations of the countries involved in the re-export. The customer must independently obtain the necessary export and re-import licenses, for example from the Federal Office of Economics and Export Control or the Bureau of Industry and Security, U.S. Department of Commerce, without doks. solution being obliged to support the customer in this.

V. Prices, terms of payment

1. The prices stated in our order confirmation shall apply. For all pilot projects with the customer, the basis for the prices is the non-binding written offer from doks. solution. Unless otherwise agreed in writing, the price list of doks. solution valid at the time of conclusion of the contract applies to all orders outside the pilot projects.
2. All prices are quoted in EURO ex works from doks. solution plus the applicable statutory value added tax and plus the costs for transport, transport insurance, packaging and handling.
3. Customs duties and other taxes, duties, fees, etc. levied on the basis of foreign regulations and the associated costs shall be borne by the customer.
4. Should there be cost increases for doks. solution after conclusion of the contract, in particular due to wage agreements, material price increases or exchange rate fluctuations, the parties will renegotiate the agreed prices.
5. Unless otherwise agreed, invoices are due for payment upon receipt by the customer and must be paid immediately, but at the latest within fourteen (14) days from receipt of the invoice without deduction. Partial payments may be agreed for which the same payment terms apply. The place of payment is our registered office. Payments by the customer are only deemed to have been made when doks. solution can dispose of the amount.
6. doks. solution is entitled, without prejudice to further rights, to demand default interest of 10% p.a. above the respective base interest rate if the customer is in default of payment. The assertion of further damages caused by default remains unaffected.
7. All outstanding claims shall become due for payment immediately in the event of default of payment by the customer.
8. The customer is not entitled to withhold payments due to counterclaims or to offset them against counterclaims, unless the counterclaims are undisputed or have been legally established.
9. If doks. solution becomes aware of a significant deterioration in the customer’s financial circumstances after conclusion of the contract (e.g. because the customer is in default of payment), doks. solution is entitled to provide outstanding deliveries or services only against advance payment or provision of security; if these are not provided even after a reasonable grace period has expired, doks. solution may withdraw from the contract in whole or in part, without prejudice to further rights.

VI. Retention of title

1. doks. solution retains title to the delivered products until full payment of all claims of doks. solution arising from the business relationship with the customer (hereinafter “reserved product”). In the case of a current account, the retained title serves as security for the balance due to doks. solution.
2. Should the customer violate applicable law through the use of the reserved product or cause damage to property or personal injury through the use of our products, the customer is solely liable for this, even if there is still a reservation of title.
3. The customer is not entitled to resell or offer for sale the reserved product in the ordinary course of business or in any other way.
4. The customer is not entitled to pledge the reserved products, to assign them as security or to make other dispositions that jeopardize the property of doks. solution. If a third party nevertheless acquires rights to the reserved product, the customer hereby assigns all resulting rights to the reserved product to doks. solution. doks. solution hereby accepts the assignment.
5. The customer will provide doks. solution at any time with all requested information about the reserved products or about claims that have been assigned to doks. solution. The customer must notify doks. solution immediately of any access or claims by third parties to products subject to retention of title and hand over the necessary documents. At the same time, the customer will inform the third party of doks. solution’s retention of title. The customer shall bear the costs of defending against such seizures and claims. If the retention of title is not effective in the above form under applicable law, the customer must do everything possible to provide doks. solution with an equivalent security interest without delay.
6. If the reserved products are processed, combined, blended or mixed with other items, doks. solution acquires co-ownership of the new item in the ratio of the value of the reserved products to the other items at the time of processing, combining, blending or mixing.
7. If the customer defaults on payment, doks. solution may, without prejudice to other rights, withdraw from the contract after the unsuccessful expiry of a reasonable deadline set for the customer to pay, take back the reserved products and utilize them elsewhere in order to satisfy due claims against the customer.

VII. Delivery

1. doks. solution’s written or textual specifications are exclusively decisive for the type, scope and time of delivery and for the agreed quality. Collateral agreements and amendments must also be made in writing.
2. Unless otherwise stated in the order confirmation, delivery ex works is agreed.
3. Unless otherwise agreed by the customer, the goods shall be dispatched using an appropriate shipping method and standard packaging. The costs of transportation as well as the loading and packaging costs shall be borne by the customer. This also applies to returns. Insurance shall only be taken out at the customer’s request and expense.
4. Transport and other packaging in accordance with the Packaging Ordinance will not be taken back, with the exception of return containers specially marked by us. The costs for the disposal of the packaging shall be borne by the customer.
5. The transfer of risk to the customer takes place when the delivery item is handed over by doks. solution to the transport company or directly to the customer.
6. Delivery dates and delivery periods shall only be binding if expressly agreed in writing. A delivery period shall commence on the date of the order confirmation, but not before the customer has provided the documents, approvals, releases and information to be procured and any agreed down payment has been received. In the case of additional or extension orders placed at a later date, the deadlines shall be extended accordingly.
7. The delivery period shall be deemed to have been met if the products have left the warehouse by the end of the delivery period or the readiness for dispatch of the products has been notified.
8. doks. solution is not responsible for unforeseeable, unavoidable events of force majeure beyond its control, such as labor disputes, strikes and lockouts of doks. solution or suppliers, as well as war or natural disasters, which release doks. solution from its obligation to deliver or perform on time for their duration. Agreed deadlines are extended by the duration of the disruption; doks. solution is not responsible for the aforementioned circumstances even if they occur during an existing delay, so that no claims for damages arise. The customer will be informed immediately of the beginning and end of such hindrances. If delivery is permanently impossible due to force majeure, but at least for a period of three (3) months, each party is entitled to withdraw from the contract.
9. doks. solution is entitled to refuse to fulfill its own performance obligations under the contract or services under other contracts already concluded with the customer until the customer has fulfilled its obligations under this contract or provided security for them if, after conclusion of the contract, a significant deterioration in the customer’s financial circumstances occurs or becomes known which jeopardizes the claim to remuneration.

VIII. Duty to inspect

1. Unless otherwise agreed, the customer must inspect the product for defects immediately after delivery and immediately notify doks. solution in writing of any deviations and defects, giving a detailed description of the defect.
2. The customer must report non-obvious defects in writing immediately after discovery, at the latest within the warranty period of six (6) months from delivery.
3. If the customer fails to comply with the exclusion periods specified in clauses 1 or 2, the goods shall be deemed to have been approved with the consequence that the customer loses his rights in respect of defects in accordance with IX.
4. Any transport damage or missing parts recognizable upon delivery must also be noted on the carrier’s certificate of receipt in accordance with § 438 HGB.
5. doks. solution is entitled to charge the customer a flat-rate expense/processing fee if the inspection of a notice of defect reveals that there is no material defect. In this case, the customer is at liberty to prove that the expenses incurred were lower than those invoiced.
6. Transportation to and from doks. solution, including in the event of unjustified refusal of acceptance, as well as the inspection and re-storage of products which, in deviation from IX 4. of the GTC, are not defective or are no longer within the warranty period, shall be at the risk and expense of the customer. In any case, they must include a return cover letter stating the order and customer number and a description of the defect. Returns will only be accepted subject to our inspection and without acknowledgement of a defect.

IX. Warranty

1. No warranty claims or guarantees exist for products and devices that are delivered at the express request of the customer with defects expressly named by doks. solution. It is the sole responsibility of the customer to purchase and use defective or not fully functional products.
2. doks. solution does not grant any warranty or guarantee for the sale of used products and operating equipment, unless otherwise agreed in the order confirmation.
3. doks. solution assumes no liability or warranty for products provided free of charge, in particular firmware/software and application software, including their free updates, as well as the free download from a doks. solution website; this does not apply in the case of intent or fraudulent misrepresentation by doks. solution. doks. solution assumes no warranty for products provided against payment that are made available to the customer for a period agreed in writing as “as-a-service”, “leasing” or “loan”. In this case, doks. solution ensures the proper operation of the products for the period agreed in writing, but never beyond that and always to an extent chosen by doks. solution.
4. doks. solution warrants for a period of twelve (12) months from delivery that the product has the contractually agreed quality when used as intended at the time of the transfer of risk. The contractually agreed quality is conclusively described in the user manual supplied with the respective product. Only insignificant deviations from the user manual shall not be deemed a deviation from the contractually agreed quality. A warranty or guarantee for the suitability of the products for a specific purpose is not assumed by doks. solution.
5. Information in catalogs, price lists, information material, product-describing information and information in the context of contract negotiations or in outdoor advertising do not include a guarantee of the quality of the product, unless they have been expressly designated as such in writing by doks. solution to the customer.
6. If a product proves to be defective, doks. solution will, at its own discretion and free of charge for the customer, repair the defective part or the entire product or supply a replacement. Replaced goods or parts become the property of doks. solution and must be returned.
7. doks. solution may make subsequent performance dependent on the customer paying a portion of the contractually owed remuneration corresponding to the value of the defective product.
8. The customer is not entitled to any warranty rights for defects or damage caused by misuse, negligence, unsuitable or improper use, operating or application errors, improper installation, inadequate maintenance, unauthorized modification, disregard or non-compliance with the operating instructions, incorrect assembly, incorrect commissioning, normal wear and tear, unauthorized opening, repair or modification of the product, excessive use or for other reasons that are not within the scope of the intended use or due to accident or fire, provided that doks. solution is not responsible for the damage.
9. In the event that repair or replacement delivery is unsuccessful twice, the customer may reduce the purchase price by the defect-related reduced value or withdraw from the contract in accordance with the statutory provisions. Claims for damages by the customer due to defective performance are excluded or limited in accordance with X to the extent permitted by law. In the event of withdrawal, the customer shall be entitled to the benefits of use gained up to the time of withdrawal.
10. doks. solution’s processing of a customer’s notice of defect does not constitute an acknowledgement of the defect.
11. If parts of a product purchased via doks. solution are defective that are covered by the warranty or manufacturer’s guarantee of another manufacturer, the customer is obliged to make a serious attempt to enforce these claims against the other manufacturer before making a claim against doks. solution.
12. All further claims of the customer are excluded, unless Section X (Liability) provides otherwise.

X. Liability

1. Without prejudice to the unlimited liability for intent and gross negligence and for culpable injury to life, body or health as well as for statutory liability, in particular under product liability law, fraudulent intent and warranty, the following limitations of liability apply to acts and omissions of doks. solution and its employees, workers, representatives and vicarious agents, for all contractual or statutory legal claims.
2. doks. solution is only liable for simple negligence if essential contractual obligations (cardinal obligations) are violated and limited to the damage typical for the contract and foreseeable at the time of conclusion of the contract. doks. solution is not liable for the slightly negligent violation of insignificant contractual obligations.
3. doks. solution’s liability for indirect, unforeseeable and consequential damages, loss of profit, operating loss and financial loss is excluded in the event of simple negligence.
4. If the customer sells the product unchanged or after processing, transformation, combination, mixing or blending with products of third parties, he shall indemnify doks. solution against product liability claims of third parties insofar as he is responsible for the defect triggering the liability. doks. solution must be informed in writing by the customer of the sale of the product to third parties.
5. The customer is obliged to take appropriate measures to avert and minimize damage.
6. Any liability beyond that provided for in these GTC is excluded, irrespective of the legal nature of the claim asserted.

XI. Industrial property rights and safety instructions

1. Registered or unregistered intellectual property rights, in particular industrial property rights, copyrights and patents of doks. solution or third-party manufacturers and licensors, exist in the products, the software and circuit diagrams, drawings, drafts, descriptions and similar documents (hereinafter referred to as “documents”). All logos, trademarks, proprietary notices, safety and warning notices may not be changed, covered or removed by the customer. Documents may only be made accessible to third parties with the prior written consent of doks. solution.
2. If a third party asserts justified claims against the customer due to infringements of industrial property rights by products supplied by doks. solution and used in accordance with the contract, doks. solution will, at its discretion and expense, either acquire a right of use for the products concerned, modify the products in such a way that industrial property rights are no longer infringed or replace the products. If this is not possible or reasonable for doks. solution, the customer is entitled to the statutory rights of withdrawal or reduction. Claims for damages exist in accordance with IX and X.
3. The obligations under XI 2. shall only apply insofar as the customer is not responsible for the infringement, in particular through unforeseen use, unauthorized modification or coupling of the product with third-party products. The customer should inform doks. solution immediately in writing of the claims asserted by third parties. doks. solution reserves the right to all defensive measures and settlement negotiations; in consultation with the customer, the use of the product should be discontinued for reasons of damage minimization or other important reasons and declarations should be made to the alleged property right holder that this should not be seen as an acknowledgement of an infringement of property rights.

XII. Applicable law, place of jurisdiction, final provisions

1. All legal relationships between doks. solution and the customer shall be governed exclusively by the law of the Federal Republic of Germany, excluding the provisions of the UN Convention on Contracts for the International Sale of Goods (CISG).
2. The exclusive places of jurisdiction for all disputes, differences of opinion or claims arising from or in connection with the contractual relationship are Hamburg or Kassel. This also applies if the customer has no general place of jurisdiction in the Federal Republic of Germany or has moved his usual place of residence abroad after conclusion of the contract. doks. solution reserves the right, however, to sue the customer at any other legal place of jurisdiction.
3. The exclusive places of performance for all obligations arising from the contractual relationship are Kassel and Hamburg.
4. The assignment of any claims of the customer against doks. solution arising from the business relationship requires the prior written consent of doks. solution to be effective, which will not be unreasonably withheld if there is a legitimate interest.
5. Should individual provisions of these GTC or parts thereof be or become invalid in whole or in part, this shall not affect the validity of the remaining GTC. The invalid provisions shall be replaced by valid provisions that come as close as possible to the GTC as a whole and the other contractual agreements in factual, legal and economic terms. The same shall apply if there is a loophole in the GTC.
6. 1. Collateral agreements and deviating agreements must be made in writing. This also applies to any waiver of the written form requirement.
7. These GTC are provided in a German and an English version. Only the German version shall be authoritative and legally binding. The English version is provided for convenience only; in the event of discrepancies or questions of interpretation, the German version shall prevail.