General Terms and Conditions of Purchase (GTCP)
of 4wheel24 GmbH, Barthelsmühle 15, 97907 Hasloch

A. General conditions

§1 Scope of application and supplier data

These General Terms and Conditions of Purchase (hereinafter referred to as “GPC”) apply to all contracts for the purchase of goods and the purchase of services and work performances (including software and data) by 4wheel24 GmbH (hereinafter referred to as “client”) with its business partners and suppliers (hereinafter referred to as “contractor”). The GPC only apply if the contractor is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law.
The Client shall provide its services only on the basis of these GPC, consisting of the General Terms and Conditions (Part A) and the additional Special Terms and Conditions (Part B), which shall apply depending on the type of service. Any terms and conditions of the Contractor that conflict with or deviate from the Client’s GPC shall not become part of the contract unless the Client has expressly agreed to their validity in writing. The tacit provision of services by the Contractor does not imply consent to conflicting terms and conditions by the Client.
The Contractor shall make its supplier master data available to the Client and keep it up to date. Insofar as the Contractor is obliged to submit certificates, declarations or other evidence in accordance with these GPC, the Contractor shall submit these to the Client without delay with the respective current validity date.
The Contractor shall inform the Client immediately and in full of any change of name, change of legal form and any changes in its shareholding, shareholder or ownership structure that are material to the business relationship between the Client and the Contractor.

§2 Contractual components and conclusion of contract

The individual contract for the commissioned service is concluded by a written order from the Client and the corresponding acceptance by the Contractor. Any action taken by the Contractor to fulfill an individual order shall also constitute acceptance of the order. This shall also apply to the conclusion of a framework agreement through the corresponding acceptance of a framework order.
Each individual order must be confirmed in writing by the Contractor without delay, stating the binding delivery time, the agreed price, the order number and the order date. Until written confirmation of the individual order by the Contractor, the Client is entitled to revoke the individual order.
The entire contractual relationship consists of
1. the individual contract, consisting of the individual order and acceptance of the order;
2. the service description in the Contractor’s final offer and other contractual annexes;
3. the framework agreement, if available;
4. these GPC including the additional special conditions of Part B;
5. the statutory provisions.
All documents referred to in clause 2.3. are collectively referred to as the “Contract”. In the event of contradictions between the contractual documents, the order of precedence pursuant to Section 2.3 shall apply. Individual and written agreements made between the parties in individual cases shall take precedence over these GPC. Provisions of any data processing agreement (“DPA”) to be concluded shall take precedence over the Contract.

§3 Provision of services and subcontractors

The contractor bears system responsibility for the commissioned services, i.e. it is responsible to the client for the provision of all service components and process steps, regardless of whether it uses subcontractors directly or indirectly in the course of providing the service.
The Contractor shall ensure that all relevant legal provisions are complied with during the provision of the service and in relation to the service to be provided at the time of the provision of the service. The Contractor shall indemnify the Client against any third-party claims based on the fact that the Contractor or a subcontractor used by it does not comply with or violates a relevant legal provision.
Deliveries must always be made free of charge for the Client at the Contractor’s risk to the agreed place of delivery or at the agreed place of performance, unless otherwise agreed. Delivery must be made in the packaging agreed or specified when the order is placed.
The Contractor shall be entitled to refuse to cooperate in the provision of the service as well as to refuse to accept the service and its remuneration if this would violate a relevant legal provision or if there is a violation of a relevant legal provision.
Each delivery of goods must be accompanied by a delivery bill with the number and date of the order and the client’s description of the goods with the item number. Dispatch notes with the number and date of the order as well as the name of the customer’s goods and the part number must be sent to the customer after the goods have been dispatched.
In the case of the creation of concepts, content and media (hereinafter referred to as Works) using AI-based systems, the Contractor shall transfer all created and existing rights, such as property rights, to the Client, but only to the extent that the Contractor holds such property rights, in any case subject to the license contained in the terms and conditions of the AI system.
The Client acknowledges that ownership of works can only be granted to the extent that ownership lies with the Contractor. The Contractor grants the Client a simple license to use the works created, unlimited in terms of time and space. This includes the right to copy, distribute, publish, exhibit, present, publicly perform, make available to the public as well as the right to modify and adapt of any kind. The works created by the Contractor for the Client may be used commercially by the Client.
The parties shall mutually agree on the inclusion of the AI systems to be used in text form (e-mail is sufficient).
If the Contractor uses AI systems as part of the service provision, it shall carry out the following quality assurance process for each work concerned: In order to minimize the risk of infringement, the generated works shall undergo the following processes at the Contractor:
-All prompts used are saved and the work created is processed by the contractor.
-The AI-generated works are not used unedited. The AI-generated and edited works are cross-checked again to exclude similarities with possible other third-party works.
-The permissible use of AI systems within a work (e.g. it is recognizable that a text is created with ChatGPT in a screencast) was also checked.
The Contractor may use subcontractors to provide services. The Contractor shall inform the Client of this immediately, but no later than 30 days prior to the provision of the service. If the client does not agree to the involvement of the subcontractor, it shall be entitled to object to the involvement of the subcontractor within 15 days of notification in accordance with sentence 2. If the Contractor nevertheless wishes to engage the subcontractor, the Client shall have the right to terminate this contract (framework and individual contract) in accordance with Clause 3. 21.5. extraordinary termination of the contract. The Contractor is obliged to carefully select subcontractors according to their suitability and reliability. The Contractor shall impose at least equivalent obligations on its subcontractors with regard to confidentiality, compliance and data protection as set out in these GPC and shall provide the Client with evidence of the conclusion of these agreements upon request.
Unless otherwise agreed in writing between the parties, the Contractor shall not be entitled to provide partial services.

§4 Amendments and additions

After acceptance of the order, the Client may request changes to the contractual object in terms of execution and quantity, insofar as this is reasonable for the Contractor. The Contractor shall be obliged to examine such changes immediately with regard to their feasibility and their impact on quality, deadlines and costs and to inform the Client of the result in writing.
If a change results in an increase or reduction in costs and/or a missed deadline, the Contractor shall be obliged to point this out at the same time as its change proposal or immediately after receipt of the Client’s change request and to submit a corresponding supplementary offer. The change shall be made by written agreement in which the remuneration, additional or reduced costs and any changes to the deadline are specified.

§5 Acceptance

If the service to be provided consists of a work performance or work delivery, formal acceptance is required. Following notification of completion by the Contractor, the Client shall carry out the acceptance procedure. A formal acceptance report shall be drawn up on the acceptance.
Acceptance shall not take place until the Contractor has rectified any defects identified. Defects must be rectified immediately within the deadline set by the client. Acceptance cannot be refused due to insignificant defects.
There is no entitlement to partial acceptance. Any fiction of acceptance is excluded. Payments by the client do not mean that the service has been accepted.

§6 Performance times and default

The agreed delivery or service date shall be deemed to have been met if the delivery or service is available at the client’s premises or at the agreed place of delivery/service on the agreed date. In the case of dates specified by calendar weeks or months, the first working day shall be deemed to have been agreed as binding. The deadlines specified in the order are binding. In all other respects, the statutory provisions shall apply to delays and defaults in performance.
If the service or work is to be provided on a fixed agreed date and the Contractor is unable to meet its contractual obligations at the agreed time of performance, the Contractor’s claim to remuneration shall lapse. Further claims of the Client shall remain unaffected in accordance with the statutory provisions.
The Contractor shall notify the Client in writing of any risk to the deadline, stating the reasons and expected duration, immediately after becoming aware of the risk to the deadline. The Client may demand compensation for the damage resulting from this delay and, if agreed, demand a contractual penalty. In accordance with the statutory provisions, the client shall also be entitled, in particular, to withdraw from the contract and/or to claim damages in lieu of performance after the fruitless expiry of a grace period of ten (10) working days.
The Client’s claims pursuant to Section 6.3. shall remain unaffected by the Client’s consent to an extension of the deadline requested by the Contractor.
If the contract provides for a contractual penalty, the client may assert a claim for damages over and above this. The right to demand payment of a contractual penalty shall not be forfeited if the contractual penalty was not expressly reserved upon acceptance of the service.
The aforementioned provisions shall also apply in the event that the Contractor performs partial or complete services on time but is not capable of acceptance.
Force majeure (e.g. natural disasters, strikes, war, epidemics and pandemics, official and government orders) shall release the contractual partners from the obligation to accept or provide the affected service for the duration of the disruption. The affected contractual partner is obliged to inform the other contractual partner in text form immediately after becoming aware of the occurrence of the event and the consequences of its impairment of performance. In this case, the affected contractual partner shall be entitled to extend its deadlines depending on the scope and duration of the force majeure event and its consequences. In the event that the force majeure lasts longer than two (2) weeks, the other contracting party shall have the right to withdraw from the contract.

§7 Retention of title, assignment of claims

The Client only recognizes any simple retention of title by the Contractor insofar as the Client is not already the owner through processing, combining or mixing in accordance with Section 8.2 of these Terms and Conditions. The assignment of the Client’s claims from the resale of goods to the Contractor (extended or expanded retention of title) is excluded.

§8 Material, documents and data

The Contractor shall inspect material, documents, etc. provided by the Client for defects and processability immediately upon receipt. Data and data carriers must be checked for viruses. The Contractor shall notify the Client in writing of any recognizable defects and processing problems as well as hidden defects immediately upon discovery. Evidence of the defectiveness must be secured by the Contractor and made available to the Client on request. If the notification of defects proves to be unfounded and the execution of the order is delayed as a result, the Contractor shall be liable for the damage caused by the delay.
The materials, documents and data (e.g. semi-finished products, drafts, etc.) provided to the Contractor for the execution of the order or produced by the Contractor shall remain or become the property of the Client. This also applies to intermediate products and in the case of processing of the materials etc., which is always carried out for the client as manufacturer (§ 950 BGB). In the event of processing, combining and mixing with other materials etc. not belonging to the Contractor, the Client shall be entitled to co-ownership in proportion to the value of its goods and services in relation to the value of the other goods at the time of processing, combining or mixing.
The Contractor shall store the Client’s material, documents and data etc. as well as the semi-finished and finished products manufactured therefrom separately and mark them as the Client’s property. Costs for storage, care and maintenance shall be borne by the Contractor unless otherwise agreed upon conclusion of the contract. The Contractor shall be liable for loss and damage.
The materials, documents and data provided to the Contractor must be treated as strictly confidential. They may only be used as intended and only for the Client’s orders and may not be made accessible to third parties. At the Client’s request, the materials, documents etc. must be returned immediately and free of charge.
The Contractor shall be obliged to store templates, raw materials, print and data media and other items for reuse as well as semi-finished and finished products etc. for two years beyond the delivery date without special remuneration. Even after expiry of this period, these items may not be destroyed or deleted without the written consent of the Client. Stored data must be backed up and maintained by the Contractor. Their reusability must also be guaranteed in the event of a change of system by the Contractor.

§9 Testing, release of intermediate products, samples

Until the declaration of release, the client shall only check the corrections carried out on his instructions. The same applies to all other declarations of release by the client for further production. Any errors that arise and become apparent after the respective corrections have been made and checked shall be borne by the Contractor.
In the event of technical coordination problems, the Contractor must coordinate with the Client and any other suppliers before commencing work.

§10 Remuneration, invoicing and payment

The agreed prices are net fixed prices plus statutory VAT, if applicable, and include all expenses and ancillary costs associated with the execution of the order, unless otherwise agreed in writing. Unless otherwise agreed in writing, offers, sketches, drafts, test typesetting, test prints, samples and similar preliminary work shall be provided free of charge.
The Contractor shall send invoices with number, reference, order date and the Contractor’s tax number or VAT ID separately from the delivery to the Client. Incomplete invoices shall be rejected. Value added tax shall be shown separately. The invoice shall be issued on the date of delivery, but not before the agreed delivery date. Proof of performance must be attached to the invoices.
The payment period shall commence on the due date after the contractually compliant and complete provision of services and receipt of a proper, verifiable invoice. Unless otherwise agreed in writing in the individual contract, payment shall be made within 30 days of receipt of the invoice.
Excess deliveries of up to a maximum of 2% are permitted. The quantity actually delivered shall be invoiced. Under-deliveries are generally not permitted and require immediate consultation with the client. Over-deliveries of more than 2% will only be accepted after prior consultation with the client. Here too, the quantity actually delivered will be invoiced. Deviations from this regulation are only possible if these are described in the individual order.

§ 11 Assignment, offsetting and right of retention

The Contractor is not entitled to assign claims in whole or in part or to have them collected by third parties or to transfer its rights and obligations individually or as a whole to a third party without the prior written consent of the Client.
The Contractor may only assert rights of set-off and retention in cases of undisputed or legally established counterclaims.

§12 Taxes

Taxes include all current and future taxes, duties, services, costs and other fees of any kind as well as ancillary services such as interest, late payment penalties and fines etc. that are payable on the basis of public law obligations.
The contracting parties are each responsible for fulfilling their own tax obligations and liabilities. Should one party fail to meet its tax obligations or liabilities and this results in a loss, damage or other disadvantage for the other party, the first-named party shall indemnify the other party against this.
The Contractor shall bear all taxes that the Contractor incurs in Germany or abroad in the course of the purchase, consumption or production of goods or for the use of services that are necessary for the provision of the service. These taxes are included as costs in the price agreed with the Client, insofar as the Contractor has no claim to reimbursement, deduction or reimbursement of these taxes in Germany or abroad.

§13 Warranty

1. The warranty shall be governed by the applicable statutory provisions, unless otherwise agreed. Irrespective of this, the Client is entitled to initially demand free-of-charge rectification of defects or defect-free replacement delivery or subsequent improvement. If the Contractor is in default with this, the Client may remedy the defect itself at the Contractor’s expense or have it remedied by a third party and demand reimbursement of the necessary expenses from the Contractor.
2. The Client shall notify the Contractor of any defects in the goods or services provided as soon as they are discovered in the ordinary course of business. In this respect, the Contractor waives the objection of delayed notification of defects.

§14 Industrial property rights and rights of use to work results

1. The Contractor warrants that
  1. the services rendered are free of third-party property rights that exclude or impair the use of the service by the client and
  2. He is authorized to transfer or grant the corresponding rights of use to the client.
2. The Contractor shall indemnify the Client against all claims of third parties, including any authors involved, which are asserted against the Client due to the contractual use of the service provided by the Contractor. This shall not apply if the Contractor neither knew nor could have known of the existence of third-party rights. This shall not affect the Client’s right to demand compensation in accordance with the statutory provisions and to withdraw from the contract.
3. The Contractor shall grant the Client a transferable, sub-licensable and irrevocable right of use to all tangible and intangible results (“work results”) created in the course of the provision of the service, unlimited in terms of territory, time and content. The granting of the right of use is covered by the remuneration agreed in the individual contract. In particular, the Client shall have the right to exploit, reproduce, distribute, modify and further develop the work results in whole or in part and to have the aforementioned activities carried out by third parties. The Contractor shall also grant the Client the right to use the work results for types of use unknown at the time of conclusion of the contract.
4. Work results that the Contractor has produced individually for the Client or has had produced by third parties (“individual work results”) shall be transferred to the Client as part of the provision of services without further conditions and without additional remuneration. If their transfer is not legally possible, the Contractor shall grant the Client an exclusive, transferable, sub-licensable, irrevocable and free right of use, unlimited in terms of time, space and content.
5. The Contractor shall grant the Client a non-exclusive right of use to the methods, tools and other programs that the Contractor uses as standard (“standard material”) and that are integrated in the work results or individual work results to the extent described in Section 14.3. An isolated transfer of the standard material is not permitted.
6. The Contractor expressly grants the Client the right to process, analyze, modify and further develop the work results using AI technologies and to use, exploit and pass them on to third parties in this form in accordance with the other provisions of this contract. This also includes the creation of new works or products and includes the use of algorithms, machine learning and other AI methods. In particular, the client shall be granted the right to subsequently synchronize the work results (post-synchronization) and to use and exploit these edited versions in accordance with the provisions of this contract.
7. If the Contractor creates or adapts software as part of its service provision, the rights of use in accordance with Sections 14.3. and 14.4. are not limited to the object code, but also extend to the source code and the documentation of the created and adapted programs.
8. Individual and written agreements made between the parties in individual cases shall take precedence over the provisions of clause 14.

§15 Confidentiality and advertising

1. The parties undertake to treat as confidential all information that they have received directly or indirectly from the other party or a company associated with this party in the context of their business relationship and to use it only in connection with the specific order (“Confidential Information”). In particular, the parties shall neither disclose this information to third parties nor make it accessible to third parties in any other form and shall take all reasonable precautions to prevent third parties from gaining access to the information. This includes in particular the creation and maintenance of suitable and necessary access precautions for premises, containers, IT systems, data carriers and other information carriers in or on which Confidential Information is located, as well as the implementation of suitable instructions for the persons who are authorized to handle Confidential Information in accordance with this Section 15.
2. If and to the extent necessary in the context of the assignment (“need-to-know principle”), the parties may disclose information to their related companies and third parties contractually associated with them in connection with the individual order, unless this has been excluded in individual cases for certain information. The parties are responsible for ensuring that the recipient is subject to and complies with obligations at least equivalent to those set out in section 15.1 before the information is passed on. Section 3.6. remains unaffected by this.
3. The confidentiality obligations under Section 15 shall not apply if and to the extent that information
  1. is or becomes publicly known without breach of this agreement, or
  2. was lawfully obtained from a third party, or
  3. was already known to the receiving party, or
  4. must be disclosed due to mandatory judicial, official or statutory regulations or orders, or
  5. was independently developed by the receiving party without use of or reference to the other party’s information, or
  6. is disclosed in exercise of a right of use in accordance with clause 15.
4. Unless otherwise agreed, the confidentiality obligations of the parties under this clause 15 shall continue to apply for a period of five (5) years after completion of the provision of services.
5. In the event of termination of the Contract, for whatever legal reason, the Contractor shall immediately return the Confidential Information, including all copies and records made thereof, insofar as they reflect the contents of the Confidential Information, to the Client. To the extent and only for as long as required by law or applicable mandatory professional regulations, the Contractor shall be entitled to retain a set of copies of the Confidential Information, provided, however, that the Contractor takes all necessary measures to keep such copies confidential. The Contractor must return these documents to the Client immediately after the expiry of a corresponding retention obligation or after expiry of the retention period.
6. The Contractor may only refer to business connections with the Client in advertising materials with the Client’s express written consent.

§16 Data protection

1. The parties undertake to comply with data protection regulations, in particular the provisions of the relevant General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG-new), when providing the contractual service as the controller or processor. Liability in connection with the processing of personal data is governed by Art. 82 GDPR.
2. If the processing of personal data is carried out as order processing, the parties shall conclude an order processing contract in accordance with the statutory provisions of Art. 28 GDPR.
3. The parties shall ensure that all employees involved in the processing of personal data are bound in writing to data secrecy/confidentiality.

§17 Compliance with legal regulations and guidelines, compliance/Cod of Conduct, safety and environmental protection regulations, information obligations

1. The client is guided by the principle of sustainable development and observes internationally recognized, fundamental standards for occupational safety, health and environmental protection, labor and human rights and responsible corporate governance (hereinafter “ESG standards”).
2. The Contractor shall comply with the occupational safety, health and environmental protection requirements specified in the Client’s order when performing the contract.

§Section 18 of the German Minimum Wage Act (MiLoG), Posted Workers Act (AEntG), ban on illegal employment

1. The Contractor must ensure that the employees deployed by it or its subcontractors or personnel service providers for the execution of contracts with the Client receive the statutory minimum wage in accordance with MiLoG or, if the services to be provided fall within the scope of application of AEntG, the respective prescribed industry minimum wage.
2. It must also ensure that mandatory obligations to pay contributions to social insurance institutions, employers’ liability insurance associations and other institutions such as the joint institutions of the parties to the collective agreement referred to in Section 8 AEntG are met.
3. When selecting subcontractors or personnel service providers, the Contractor shall check the fulfillment of the preconditions pursuant to Section 18.1 and oblige them to comply with them in writing. In addition, the Contractor shall obtain written confirmation from them that they will demand compliance with the requirements by the subcontractors or personnel service providers commissioned by them.
4. In the event that a claim is legitimately made against the Client by an employee of the Contractor or by an employee of a subcontractor used, regardless of grade, or by a personnel service provider as a guarantor for payment of the statutory minimum wage or industry minimum wage or by one of the institutions of the collective bargaining parties named in § 8 AEntG for payment of contributions, the Contractor shall indemnify the Client against these claims.
5. The Client is entitled to terminate the contract with the Contractor without observing a notice period if the Client is justifiably held liable as a guarantor under the MiLoG or AEntG.
6. In addition, the Contractor shall be liable to the Client for any damage incurred by the Client as a result of culpable non-compliance with the obligations pursuant to Section 18.1 and Section 18.2.
7. Illegal employment of any kind is prohibited

§19 Customs duties and export controls

1. The Contractor shall comply with all applicable laws and regulations, in particular with regard to customs and export controls as well as all requirements concerning the security of the supply chain.
2. The Contractor is obliged to provide all necessary evidence, e.g. in the form of certificates or declarations, at the request of the Client, to support the Client in the context of official investigations and to exercise comparable care towards its business partners.
3. Upon conclusion of the contract, the Contractor confirms that it is not affected by applicable sanctions and/or export controls. If the Contractor is a legal entity, it further confirms that (i) it is not owned or controlled, directly or indirectly, by any individual or entity subject to applicable sanctions and/or export controls and (ii) no member of its management is subject to applicable sanctions and/or export controls.
4. The Contractor shall inform the Client immediately if it and/or a relevant person is affected by applicable sanctions and/or export controls.
5. Customer shall have the right, in its sole discretion, to immediately terminate, cancel or suspend any transaction or performance of any obligation to Contractor without penalty (i) in the event of a breach by Contractor of this Section 19 relating to compliance with trade laws and regulations, (ii) if Contractor or any person referred to in this Section is subject to sanctions and/or export controls, and/or (iii) if the performance of any resulting obligation to us would violate any applicable sanctions and/or export controls.
6. The Contractor shall indemnify the Client in full against any damage resulting from a breach of sanctions, export controls and/or customs regulations by the Contractor or a third party commissioned by the Contractor.

§20 Liability, insurance

1. Unless otherwise stipulated in these Terms and Conditions of Purchase, the Contractor shall be liable in accordance with the statutory provisions.
2. The Contractor shall be obliged to insure the liability risks in connection with the provision of the service adequately by means of suitable insurance policies at its own expense in terms of reason and amount and to provide the Client with proof of this upon request.

§21 Termination of contract

1. The client may terminate the contract or separable parts thereof at any time, provided that the service consists of a work performance.
2. If the Contractor is responsible for the reasons for termination, the Client shall only be remunerated for the services provided up to that point in time in accordance with the contract, which have been completed and proven, insofar as these are usable for the Client. The Client’s claims for damages shall remain unaffected.
3. If the Contractor is not responsible for the reasons for termination, the Client shall reimburse the Contractor for the expenses demonstrably incurred up to the termination of the contract and directly resulting from the order. The Contractor shall not be entitled to any further claims for performance or damages in the event of termination.
4. The property rights and/or rights of use to the work results created up to the termination shall be transferred to the client.
5. The right to extraordinary termination for good cause remains unaffected. Good cause shall be deemed to exist in particular if the Contractor or a subcontractor commissioned by it fails to comply with or violates a relevant statutory provision or a requirement pursuant to Section 17 of these GPC (in particular compliance requirements) and the Client cannot reasonably be expected to continue the cooperation, taking into account all circumstances and weighing the interests of both parties.
6. If the Contractor becomes insolvent, suspends payments or if an application is made to open insolvency proceedings against the assets of the Contractor or one of its owners, the Client may withdraw from the unfulfilled part of the contract, without prejudice to other rights.

§22 Amendments to these GPC

1. The Client is entitled to amend the GPC even during the existing contractual relationship in compliance with the following procedure, provided that the amendment is reasonable for the Contractor, i.e. without significant legal or economic disadvantages, taking into account the interests of the Client, and there is a valid reason for the amendment. Such a reason exists in particular if new technical developments or changed requirements of legislation and case law require an amendment to the GPC.
2. The Client shall notify the Contractor of any changes to the GPC at least 30 days before the planned entry into force of the changes. The Contractor may object to the changes in writing within 30 days of receipt of the notification. If no objection is made and the Contractor continues the services after expiry of the objection period, the amendments shall be deemed to have been effectively agreed for all services to be provided from the expiry of the deadline. In the notification, the Client shall draw attention to the aforementioned deadline and the legal consequences of its expiry if the option to object is not exercised.

§23 Place of performance/applicable law/jurisdiction/severability clause

1. The place of performance shall be the registered office of the client or the place specified by the client.
2. The parties agree that the contract can also be signed digitally and that a general (simple) electronic signature is sufficient for compliance with the written form requirement.
3. Should one or more provisions of the contract be or become ineffective or invalid or contain a loophole, this shall not affect the validity of the remaining provisions. The invalid or ineffective provisions shall be interpreted or replaced by the parties in good faith within the bounds of reasonableness in such a way that they correspond to the economic intent. The same shall apply in the event of a loophole.
4. This contract is subject to the law of the Federal Republic of Germany. The application of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods, is excluded.
5. If the Contractor 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, Würzburg is agreed as the exclusive place of jurisdiction for all disputes arising from or in connection with this contract. In all cases, however, the Client shall also be entitled to bring an action at the place of performance of the performance obligation in accordance with these GPC or an overriding individual agreement or at the Contractor’s general place of jurisdiction. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.

B. Special conditions for IT services

§1 Scope of application

1. The Special Terms and Conditions in Part B shall apply in addition to Part A for all IT services to be provided by the Contractor for the Client.
2. IT services are in particular:
  1. Provision of software/hardware;
  2. Contractual programming services (for standard and customized software);
  3. Development of work results;
  4. Cloud services;
  5. Maintenance and support services for software/hardware;
  6. Other IT services
3. Standard software is software or software systems that can be rented or purchased by the Client as prefabricated products and have been developed by the Contractor for a large number of customers. Customized software is software or a software system that has been developed and/or adapted specifically for the requirements and needs of the client and can only be used by the client.
4. Work results within the meaning of this Part B are all performance results or objects of performance which the Contractor creates in the course of fulfilling its contractual obligations or in connection therewith or which are related to its performance for the Client during the term of the contract. Work results are in particular software, databases, object and source codes, documentation in all forms, inventions, logos, marketing material. Also included are websites, layouts, graphics, front ends, back ends, user interfaces, features and concepts, studies and analyses. 1.5 In the case of a temporary transfer of software and/or temporary use of software, § 536b BGB shall not apply. The transfer of risk shall take place when the leased software is provided or access to the software is granted.

§2 Rights

1. All rights to individually created work results, e.g. software developments for the client (including individual software), shall be the exclusive property of the client. As the owner of these rights, the client has the exclusive right, but not the obligation, to apply for industrial property rights to work results.
2. 1. the right to make work results available via telecommunications, mobile or mobile applications for on-demand access, download and reproduction, the social media right and the right to make available to the public, in each case irrespective of the type of transmission channel or form of transmission. They apply to retrieval by all conceivable end devices;
  2. the multimedia right, i.e. the right to reproduce and distribute the performance results on analog, digital and other data, video and/or audio carriers of all kinds for the purpose of non-public reproduction (in particular sale, rental and loan). This right includes all storage media;
  3. the right to permanent or temporary reproduction, in whole or in part, by any means and in any form, in particular for loading, running, permanent or temporary storage on electronic or electromagnetic or other storage media, such as hard disks, RAM, DVD, memory cards, etc.;
  4. the right to dissemination or distribution via all distribution channels, including as a download via the Internet or as a mobile application, whether in return for payment or free of charge;
    Insofar as a transfer of rights to individual software or work results is not possible for legal reasons, the Contractor shall grant the Client the exclusive, freely transferable and freely sublicensable rights of use for all types of use (including unknown types of use) that are unrestricted in terms of territory, subject matter and time. This includes in particular
  5. the right to make changes, adaptations or other alterations, to use the work results in the original or in modified, translated, edited or altered form on any medium and to have them used by third parties;
  6. the advertising right, i.e. the right to use the work results for advertising purposes. Unless otherwise agreed in individual cases, the Contractor shall refrain from being named as the author in the software or in other work results. After consultation with the Client, he may be named in the documentation with his surname and one letter of his first name in the usual manner in the data processing sector as author or, if applicable, as co-author.
3. The Contractor shall ensure that its employees, executives and third parties (subcontractors) used by the Contractor for the provision of services transfer or grant rights to the Client to the same extent as set out in the above paragraphs. The same shall apply in the event of any use/engagement of subcontractors and/or suppliers of the Contractor. The Contractor is obliged – where applicable – to label the work results provided in such a way that the Client can recognize which parts of the software were developed specifically for the Client, which parts belong to the standard software and which are or contain open source components. Object and source codes for software created individually for the client shall be handed over to the client together with the code key and complete and factually correct documentation. The transfer of object and source codes of the software as standard software itself is excluded. The Contractor shall grant the same rights of use to delivered or implemented/integrated standard software and/or standard software used, shared or provided through the provision of services as a non-exclusive right of use transferable to affiliated companies within the meaning of §§ 15 et seq. AktG (German Stock Corporation Act). The granting of rights shall remain unaffected by the termination of the contract or individual order (for whatever reason) and shall continue to apply indefinitely and without restriction beyond such termination, unless the individual order contains other provisions regarding the term. The client may use software on several devices and by several persons at the same time, unless otherwise agreed.
4. The client accepts the transfer of rights or the granting of rights of use upon conclusion of the contract.
5. The aforementioned transfers of rights or granting of rights to work results are compensated by the payment of the agreed remuneration.

§3 Open source software

1. If the Contractor uses open source software as part of the provision of services, it shall ensure that the applicable license conditions of the respective open source software are complied with and that its use does not restrict the intended or contractual use of the IT services by the Client.
2. For open source software components incorporated into the work results or otherwise handed over to the client as part of the provision of services, the use of open source software that is subject to a copyleft license is not permitted unless the client has expressly permitted this in writing in advance. Copyleft licenses are to be understood as license terms for open source software that may result in further developments of the software or software components connected or integrated with it being distributed exclusively under the respective license terms. Notwithstanding this and also in the event of approval by the Client, the Contractor shall ensure that the Client receives at least one non-exclusive right of use that is transferable to affiliated companies within the meaning of Sections 15 et seq. AktG (German Stock Corporation Act).
3. For open source software components incorporated into the work results or otherwise handed over to the client as part of the provision of services, the contractor shall inform the client which specific components are involved under which open source license provisions and shall transmit the respective license text to the client. If required by the respective license terms, the Contractor shall hand over the source code of the open source software to the Client.
4. The Contractor shall indemnify the Client without limitation against all third-party claims and associated costs arising from the use of open source software.

§4 Further obligations of the Contractor

1. The Contractor shall provide the IT services in accordance with the state of the art at the time the contract is concluded and by personnel who are qualified to provide the contractual services.
2. The Contractor shall always provide the Client with software and the associated user documentation. The user documentation must be sufficient to enable an average user to use the software without support from the Contractor. Operating manuals supplied must enable an IT specialist to install, operate and maintain the software. In the case of individual software in object and source code, programming documentation and the development tools required for processing the individual software shall also be provided.
3. The Contractor shall inform the Client as soon as a newer version of the delivered standard software becomes available.
4. If the Contractor requires access to the Client’s systems in order to provide the contractual services, this is only possible using the Client’s technologies and requires the Client’s prior express consent in text form.
5. If the Contractor has professional concerns or doubts regarding the correctness, completeness or expediency of the IT services on the basis of its expertise in the field of IT services, the Contractor shall be obliged to provide the IT services to the Client.
  1. instructions, descriptions or requirements of the client,
  2. documents provided by the client and/or
  3. data, whether originating from the client itself or from third parties, and/or
  4. services of other contractors commissioned by the Client, or if, in the Supplier’s opinion, there are general circumstances that prevent the contractual fulfillment of the IT services, the Supplier shall immediately inform the Client of its concerns or doubts in text form and, as far as possible for the Supplier, propose suitable measures to remedy or improve the situation.

§5 Warranty and software maintenance

1. The software shall be deemed free of defects if it provides the contractually agreed service when used in accordance with the contract. In this respect, the Contractor warrants that the software is free of defects.
2. If defects are discovered within the limitation period, the Contractor shall rectify these within a period set by the Client by creating and installing a new, defect-free version of the software. Further claims of the Client shall remain unaffected.
3. The installation of the new software version requires the prior written consent of the Client. With the installation of the new software version, the Contractor undertakes to familiarize the Client’s employees with the new software version through appropriate instruction.
4. The Contractor undertakes to provide a replacement solution at short notice if it is unable to rectify a defect in the software at short notice. In this case, program documentation shall be adapted accordingly.
5. The Contractor warrants that the delivered software is free of malware such as viruses, Trojans, worms, whereby the corresponding check of the software by a state-of-the-art virus scanner program is sufficient.
6. The Contractor shall offer software maintenance services (in particular support via hotline and corrective maintenance after expiry of the warranty period) for a period of at least five (5) years from delivery at standard market conditions.

Status: January 2025

General Terms and Conditions of Purchase (GTCP) of 4wheel24 GmbH, Barthelsmühle 15, 97907 Hasloch