1. Scope

1.1 These General Terms and Conditions (GTC) apply solely to contractual relationships between handshake Handelsges.m.b.H. and AFN Spezialentwicklungen (hereinafter collectively referred to as „HANDSHAKE“) and businesses. They do not apply to contracts with private individuals, as statutory provisions are applicable in such cases.

1.2 Unless expressly agreed otherwise, our GTC, as communicated to the contracting party, apply. Our contracting party agrees that, in the event of using its own general terms and conditions, ours shall prevail in cases of doubt, even if the contracting party’s terms remain unchallenged. The following terms apply to all services provided under this contract by the contractor or any subcontractor named by it.

1.3 Should individual provisions of these GTC be invalid, void, or unenforceable, the validity and enforceability of the remaining provisions shall remain unaffected. In the case of invalidity, voidness, or unenforceability, a provision as close as possible in economic outcome to the invalid, void, or unenforceable provision shall be deemed agreed.

1.4 Amendments and additions to these GTC must be made in writing to be effective. All declarations concerning the contractual relationship must also be made in writing.

1.5 Changes to the GTC become legally binding at the beginning of the month following the second month after written notification to the contracting party, unless a written objection is received from the customer by HANDSHAKE by then.

1.6 In the notification, HANDSHAKE will inform the contracting party of the change in the GTC and point out that their silence after the month following the notification will be considered consent.

1.7 The contracting parties are bound by offers (in particular orders or commissions) for 30 calendar days. An offer is considered accepted when confirmed in writing.

2. Delivery and Services

2.1 Delivery is at the expense and risk of the client.

2.2 Unless otherwise agreed, HANDSHAKE performs its services at its business location.

2.3 Announced delivery dates are estimated unless a fixed-date transaction has been agreed. The contractually agreed delivery period begins once all necessary working documents are provided by the client.

2.4 Storage measures and costs arising due to reasons within the client’s sphere are borne by the client.

2.5 If HANDSHAKE cannot perform delivery or services due to force majeure or other unforeseen obstacles in its or its subcontractors‘ sphere, HANDSHAKE is released from its obligations for the duration of the hindrance, and no claims arise for the contracting party.

2.6 If delivery/service is delayed due to HANDSHAKE’s fault and not completed within a reasonable grace period of at least 40 days set by the customer, the customer is entitled to withdraw from the contract, excluding further claims.

2.7 The basis for creating customized programs is the written specification drawn up by the contractor based on the documents and information provided or supplied by the client. If the client does not provide documents or fails to correct the specification prepared by HANDSHAKE, HANDSHAKE’s specification applies in case of doubt.

2.8 HANDSHAKE is entitled to make justified and reasonable changes to its service or delivery obligations. Changes to the scope of services will be communicated in writing, by fax, email, or other technical means. These changes become effective with one month’s notice at the end of a calendar month. The respective rate is evident from the valid price list or agreement.

3. Prices and Payment

3.1 Fees and prices (together, “prices”) result from the respective contract. Billing occurs as agreed, but at the latest from the day HANDSHAKE makes the service available. HANDSHAKE determines and informally communicates the provision date. Amounts are due immediately without deduction or charges. For ongoing obligations, billing is monthly in advance.

3.2 For orders comprising several units, the contractor is entitled to invoice after each delivered unit or service.

3.3 Training and explanations requested by the client are invoiced separately. Insurance is only provided at the client’s request.

3.4 Prices do not include VAT unless explicitly stated.

3.5 HANDSHAKE may adjust prices for future periods for justified reasons, particularly due to collective agreements, industry changes, internal agreements, or cost changes (materials, transportation, subcontracting, financing, etc.). Price changes will be communicated in writing, by fax, or by email. They become effective with one month’s notice at the end of a calendar month. For price increases exceeding 10% above mere inflation adjustments, the client has a special termination right within one month after notification.

3.6 In case of payment default, HANDSHAKE charges annual default interest of 15%, without prejudice to claims for proven higher interest. HANDSHAKE may withhold services and deliveries while maintaining open delivery periods or withdraw from the contract after a four-week grace period. Advance payments are forfeited. Assertion of other rights, especially damages, remains unaffected.

3.7 If HANDSHAKE handles dunning itself, the debtor agrees to pay €10 per reminder and €5 per half-year for record-keeping.

3.8 Payments received first offset compound interest, then interest and ancillary charges, then pre-litigation costs (if necessary for legal action), such as attorney or collection agency fees, and finally the outstanding principal, starting with the oldest debt.

3.9 Offsetting against HANDSHAKE claims is only permitted if the counterclaim is legally established or acknowledged by HANDSHAKE.

3.10 The client is not entitled to withhold payments due to incomplete total performance, warranty, or complaints. However, for justified complaints, a reasonable portion may be withheld.

3.11 Cancellations by the client require HANDSHAKE’s written consent. In case of cancellation, HANDSHAKE is entitled to charge, in addition to services provided and incurred costs, a reasonable cancellation fee.