Table of contents
1) Scope of application
2) Conclusion of contract
3) Services
4) Prices and terms of payment
5) Delivery and shipping conditions
6) Force majeure
7) Delay in performance at the request of the customer
8) Retention of title
9) Liability fordefects / warranty
10) Liability
11) Statute of limitations
12) Retention, assignment
13) Special conditions for the processing of goods according to specific customer specifications
14) Applicable law, place of jurisdiction, contract language


1) Scope of application
1.1 These General Terms and Conditions (hereinafter referred to as "GTC") of the company iDTRONIC GmbH (hereinafter referred to as"Seller/Contractor") shall apply to all contracts concluded between a trader (hereinafter referred to as "Client/Customer") and the Seller by means of distance communication (e.g. telephone, fax, e-mail, letter) and exclusively by individual communication. The inclusion of the customer's own terms and conditions is hereby rejected, unless otherwise agreed. 

1.2 Pyliot is a trademark of iDTRONIC GmbH and is referred to as such in this document. Thecontract for pyliot products is concluded with iDTRONIC GmbH. These GTC therefore also apply to the pyliot products of iDTRONIC GmbH. With regard to dataprocessing, reference is made to our data processing agreement. 

1.3 These GTC shallalso apply exclusively if the seller carries out the delivery to the customerwithout special reservation in the knowledge that the customer's terms andconditions conflict with or deviate from these GTC. 

1.4 An entrepreneurwithin the meaning of these GTC is a natural or legal person or a partnership with legal capacity that is acting in the exercise of its commercial orindependent professional activity when concluding a legal transaction. 

1.5 Entrepreneurs within the meaning of these GTC are also public authorities or otherinstitutions under public law if they act exclusively under private law whenconcluding a contract.


2) Conclusion of contract
The customer can send a non-binding request to submit an offer to the seller bytelephone, fax, e-mail, letter or via an online contact form that may be available on the seller's website. At the customer's request, the seller shallsend the customer a binding offer to sell the goods previously selected by the customer from the seller's range of goods by e-mail, fax or letter. The customer can accept this offer by submitting a declaration of acceptance to theseller by fax, e-mail or letter or by paying the purchase price offered by theseller within a reasonable acceptance period specified by the seller in theoffer, whereby the day of receipt of the offer is not included in the calculation of the period. The date of receipt of payment by the seller shall be decisive for acceptance by payment. If the last day of the period foracceptance of the offer falls on a Saturday, Sunday or a public holiday recognized by the state at the customer's place of business, the next working day shall take the place of such a day. If the customer does not accept theseller's offer within the aforementioned period, the seller shall no longer bebound by his offer and may freely dispose of the goods again.


3) Terms and conditions of the services
3.1 The use of the services (provision of hardware, software, data, connectivity) shall be for aperiod of 12 months from the date of delivery and shall be extended by a further 12 months three months before the end of the period of use unless the contract is terminated beforehand by fax, e-mail or letter. 

3.2 Unless otherwise agreed, the Supplementary Terms and Conditions for the Purchase of Hardware (EVB-IT-Kauf) shall apply in their currently valid version and the Supplementary Terms and Conditions for Cloud Services (EVB-IT-Cloud) in their currently valid version. 

3.3 The Customer acknowledges that the pyliot IoT Platform, the API and the associated pyliot Tracking Devices may not be used for purposes other than the management and tracking of assets. Pyliot prohibits the use of the pyliot Data Portal, pyliot App and pyliot Tracking Devices in a manner that is unlawful. 

3.4 If a product is delivered with accompanying software, the customer acquires a non-exclusive software license in the form of a right to use the software for the purposestated in the accompanying product specification. The license is only valid for the term of the contract and ends when the contract expires or is terminated. Beyond this, the customer does not acquire any rights in the form of licenses, patents, copyrights, trademarks or other intellectual rights in connection with the product. The customer does not acquire any rights to the source code of the software.


4) Prices and terms of payment
4.1 The prices quoted by the Seller are net prices and do not include statutory VAT. Packaging and shipping costs, loading, insurance (in particular transport insurance), customsduties and taxes shall be charged separately where applicable. 

4.2 Various payment options are available to the customer, which are communicated to him in theseller's offer. 

4.3 For deliveries to countries outside the European Union, further costs may be incurred in individual cases for which the seller is not responsible and which are to be borne by the customer. These include, for example, costs for the transfer of money by credit institutions (e.g. transfer fees, exchange rate fees) or import duties or taxes (e.g. customs duties). Such costs may also be incurred in relation to the transfer of funds if the delivery is not made to a country outside the European Union, but the customer makes the payment from a country outside the European Union. 

4.4 If advance payment by bank transfer has been agreed, payment is due immediately after conclusionof the contract, unless the parties have agreed a later due date. 

4.5 If the payment method purchase on account is selected, the purchase price is due after thegoods have been delivered and invoiced. In this case, the purchase price mustbe paid within 7 (seven) days of receipt of the invoice without deduction,unless otherwise agreed. The Seller reserves the right to offer the payment method purchase on account only up to a certain order volume and to reject this payment method if the specified order volume is exceeded. 

4.6 In the case of items listed as a service model (managed service), invoicing shall take place as an annual advance payment at the beginning of the contract term. 

4.7 Travel costs incurred shall be invoiced to the customer as follows. For journeys by car, a flat rate of EUR 0.75 per kilometer driven shall be charged.  For rail travel, the cost of a 2nd class ticket shall be reimbursed.  The costs of meals and accommodation shall be reimbursed on presentation of the corresponding invoices.  For travel times, the Contractor shall also receive remuneration from the Client amounting to 75% of a regularly agreed man-day rate. 

4.8 A payment shall be deemed to have been received as soon as the equivalent value has been credited to one of the Seller's accounts. In the event of default of payment, the Seller shall be entitled to default interest in the amount of 10 percentage points above the respective base interest rate. This shall not affect the seller'sother statutory rights in the event of default in payment by the customer. If claims are overdue, incoming payments shall first be credited against any costsand interest and then against the oldest claim. 

4.9 Should unforeseeable cost increases occur (e.g. currency fluctuations, unexpected price increases by suppliers, etc.), the Seller shall be entitled to pass on the price increase to the Customer. However, this shall only apply if the delivery is agreed to be made later than four months after the conclusion of the contract.


5) Delivery and shipping conditions
5.1 The delivery ofgoods shall be made by dispatch to the delivery address specified by the customer, unless otherwise agreed. 

5.2 The Seller shall be entitled to make partial deliveries insofar as this is reasonable for the Customer. In the case of permissible partial deliveries, the Seller is alsoentitled to issue partial invoices. 

5.3 The Seller reserves the right to withdraw from the contract in the event of incorrect or improper self-delivery. This shall only apply in the event that the Seller isnot responsible for the non-delivery and the Seller has concluded a specific covering transaction with the supplier with due care. The seller shall make every reasonable effort to procure the goods. In the event of non-availability or only partial availability of the goods, the customer shall be informed immediately and the consideration shall be reimbursed without delay. 

5.4 The risk of accidental loss and accidental deterioration of the goods sold shall pass to the customer as soon as the seller has delivered the goods to the forwardingagent, carrier or other person or institution designated to carry out theshipment. This also applies if the seller bears the costs of transportation. Transport insurance shall only be taken out at the special request and for the account of the customer. 

5.5 In the event that the dispatch of the goods to the customer is delayed for reasons for which the customer is responsible, the transfer of risk shall take place upon notification of readiness for dispatch to the customer. Any storage costs incurred after the transfer of risk shall be borne by the customer.


6) Force majeure
In the event of force majeure affecting the fulfillment of the contract, the seller is entitled to postpone the delivery for the duration of the hindrance and, in the event of longer-term delays, to withdraw from the contract in whole or in part, without any claims against the seller being able to be derived from this. Force majeure shall be deemed to be all events that are unforeseeable for the Seller or events that - even if they were foreseeable - are beyond the Seller's control and whose effect on the fulfillment of the contract cannot be prevented by reasonable efforts on the part of the Seller. Any statutory claims of the customer remain unaffected.


7) Delay in performance at the customer's request
‍If dispatch or delivery of the goods is delayed at the customer's request by more than one month after notification of readiness for dispatch, the customer may be charged a storage fee of 0.5% of the purchase price for each additional month or part thereof, up to a maximum of 5% of the purchase price. The contracting parties are at liberty to provide evidence of higher or lower damages.


8) Retention of title
8.1 The Seller retains title to the delivered goods until the purchase price owed has been paid in full. Furthermore, the Seller retains title to the delivered goods until all its claims arising from the business relationship with the Customer have been satisfied. 

8.2 If the delivered goods are processed, the Seller shall be deemed to be the manufacturer and shall acquire ownership of the newly created goods. If the processing iscarried out together with other materials, the Seller shall acquire ownership in the ratio of the invoice values of its goods to those of the other materials. If, in the case of the combination or mixing of the seller's good swith an item belonging to the customer, the latter is to be regarded as the main item, co-ownership of the item shall be transferred to the seller in ther atio of the invoice value of the seller's goods to the invoice value or, in the absence of such, to the market value of the main item. In such cases, the customer shall be deemed to be the custodian. 

8.3 The customer may neither pledge nor assign by way of security items subject to retention oftitle or reservation of rights. The customer shall only be permitted to resell the goods as a reseller in the ordinary course of business on condition that the customer has effectively assigned its claims against its buyers in connection with the resale to the seller and the customer transfers ownershipto its buyer subject to payment. By concluding the contract, the customer assigns his claims in connection with such sales against his customers to the seller by way of security, who accepts this assignment at the same time. 

8.4 The customer must immediately notify the seller of any access to the goods owned or co-owned by the seller or to the assigned claims. He shall immediately transfer to the Seller any amounts assigned to the Seller and collected by him, in sofar as the Seller'sclaim is due. 

8.5 If the value ofthe Seller's security interests exceeds the amount of the secured claims bymore than 10%, the Seller shall release a corresponding proportion of the security interests at the Customer's request.


9) Liability for defects / warranty
If the purchased itemis defective, the provisions of the statutory liability for defects shall apply. The following shall apply in deviation from this: 

9.1 An insignificant defect does not justify any claims for defects and does not entitle the customer to refuse acceptance of the goods. If a part of the goods has a not insignificant defect, this does not entitle the customer to complain about the entire delivery. Anything to the contrary shall only apply in the event that the partial delivery is of no interest to the customer. In addition, payments by the customer may only be withheld to an extent that is in reasonable proportion to the material defect that has occurred. If the item is provided free of charge, the Seller shall only be liable for defects if it is guilty of intent or gross negligence. 

9.2 Claims for defects shall not arise in the event of natural wear and tear or damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable equipment or due to special external influences that are not provided for in the contract. If improper modifications or repair workare carried out by the customer or third parties, no claims for defects shall exist for these and the resulting consequences, unless the customer can prove that the fault complained of was not caused by these modifications or repairwork. 

9.3 For new goods, the limitation period for claims for defects is one year from delivery of the goods. 

9.4 In the case of used goods, rights and claims for defects are excluded. 

9.5 The above limitations of liability and shortening of the limitation period shall not apply to items that have been used for a building in accordance with their normal use and have caused its defectiveness,for claims for damages and reimbursement of expenses by the customer,in the event that the seller has fraudulently concealed the defect, and for the right ofrecourse according to § 445a BGB. 9.6 In the event of subsequent performance, the Seller has the right to choose between rectification or replacement delivery. 

9.7 If a replacement delivery is made as part of the liability for defects, the limitation period shall not begin again. 

9.8 If subsequent performance is effected by means of a replacement delivery, the customer is obliged to return the goods first delivered to the seller within 30 days. Thereturn package must contain the reason for the return, the customer's name and the number assigned for the purchase of the defective goods, which enables the seller to identify the returned goods. As long as and to the extent that it is not possible to assign the return shipment for reasons for which the customer is responsible, the seller is not obliged to accept the returned goods and torefund the purchase price. The customer shall bear the costs of reshipment. 

9.9 If the Seller delivers a defect-free item for the purpose of subsequent performance, the Seller may claim compensation for use from the Customer in accordance withSection 346 (1) BGB. Other statutory claims remain unaffected. 9.10 If the customer acts as a merchant within the meaning of § 1 HGB (German Commercial Code), he shall be subject to the commercial obligation to inspect and give notice of defects pursuant to § 377 HGB. If the customer fails to comply with the notification obligations regulated therein, the goods shall be deemed to have been approved.


10) Liability
The Seller shall be liable to the Customer for all contractual, quasi-contractual and statutory claims, including claims in tort, for damages and reimbursement of expenses as follows: 

10.1 The Seller shall be liable without limitation for any legal reason in the event of intent or gross negligence, in the event of intentional or negligentinjury to life, limb or health, on the basis of a guarantee promise, unless otherwise regulated in this respect,    due to mandatory liability such as under the Product Liability Act. 

10.2 If the Seller negligently breaches a material contractual obligation, liability shall belimited to the foreseeable damage typical of the contract, unless liability is unlimited in accordance with the above clause. Material contractual obligation sare obligations which the contract imposes on the seller according to its content in order to achieve the purpose of the contract, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the customer may regularly rely. 

10.3 Any further liability of the Seller is excluded. 

10.4 The above liability provisions also apply with regard to the Seller's liability for its vicarious agents and legal representatives.


 11) Statute of limitations
‍Claims of the customer against the seller shall become time-barred - with the exception of the claims regulated under the item "Liability for defects / Warranty" - one year after knowledge of the facts giving rise to the claim, but no later than five years after performance of the service, unless unlimited liability appliesin accordance with the above clause.

12) Retention, assignment
12.1 The customer's rights of retention and rights to refuse performance are excluded, unless the seller does not dispute the underlying counter claims or these have been legally established. 

12.2 Assignment by the customer of claims arising from the contract concluded with the customer, in particular assignment of any claims for defects by the customer, is excluded. 


13) Special conditions for the processing of goods according to certain specifications of the customer
‍13.1 The Customer shall indemnify the Seller against any claims of third parties which they may assert against the Seller in connection with an infringement of their rights by the contractual use of the Customer's content by the Seller. The customer shall also assume the necessary costs of legal defense, including all court and attorney's fees in the statutory amount. This does not apply if the customer is not responsible for the infringement. In the event of a claim by a third party,the customer is obliged to provide the seller immediately, truthfully and completely with all information necessary for the examination of the claims and a defense. 

13.2 The Seller reserves the right to refuse processing orders if the content provided by the Customer for this purpose violates statutory or official prohibitions or offends common decency. This applies in particular to the provision ofanti-constitutional, racist, xenophobic, discriminatory, offensive, youth-endangering and/or violence-glorifying content.

14) Applicable law, place of jurisdiction, contract language
14.1 The law of the Federal Republic of Germany shall apply to all legal relationships between the parties to the exclusion of the laws on the international sale of goods. 

14.2 If the customer acts as a merchant, a legal entity under public law or a special fund under public law with its registered office in the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from thiscontract shall be the registered office of the seller. If the customer is domiciled outside the territory of the Federal Republic of Germany, the seller's place of business shall be the exclusive place of jurisdiction for all disputes arising from this contract if the contract or claims arising from the contract can be attributed to the customer's professional or commercial activity. In the above cases, however, the Seller is in any case entitled to appeal to the court at the Customer's place of business. 

14.3 The contract language is German.