§ 1 Scope of application, definitions
(1) The following General Terms and Conditions shall apply exclusively to the business relationship between NEXTWAVE GmbH, Virnsberger Str. 24, 90431 Nuremberg (hereinafter referred to as the “Provider”) and the customer (hereinafter referred to as the “Customer”) in the version valid at the time of the order.
(2) Deviating general terms and conditions of the Customer shall not be recognized unless the Provider expressly agrees to their validity in writing.
(3) The customer assures to be an entrepreneur. The customer is a consumer in the sense of § 13 BGB, as far as the purpose of the ordered deliveries and services cannot be predominantly attributed to his commercial or self-employed professional activity. On the other hand, according to § 14 BGB, an entrepreneur is any natural or legal person or partnership with legal capacity who, when concluding the contract, acts in the exercise of his commercial or self-employed professional activity.
§ 2 Conclusion of Contract
(1) Non-binding Inquiry via the Website
The customer may select products—particularly hardware and software—via the provider’s website at www.next-wave.tech (hereinafter referred to as the “Website”) and submit a non-binding inquiry using the available contact forms or product configurator. This inquiry does not constitute a binding contractual offer but is intended to request an individual offer.
Based on this inquiry, the provider prepares a written offer, which is sent to the customer by email or, upon request, by other means. The currently applicable General Terms and Conditions (GTC) are also provided with the offer.
A contract is only concluded upon the customer’s express acceptance of this offer and the provider’s written order confirmation (mutual declaration of intent).
(2) Conclusion of Contract via Email, Mail or Telephone
A contract may also be concluded if the customer expressly accepts an individually prepared offer from the provider via other means (e.g., by email, mail, or telephone). In such cases, the provider’s offers are non-binding until accepted by the customer.
(3) Email Deliverability
The customer must ensure that emails sent by the provider can be delivered. In particular, typos in the provided email address must be avoided, and the spam folder should be checked regularly.
§ 3 Delivery, availability of goods
(1) Delivery times stated by the supplier are calculated from the time of order confirmation, provided prior payment of the purchase price.
(2) If no copies of the product selected by the Customer are available at the time of the Customer’s order, the Provider shall inform the Customer of this immediately in the order confirmation. If the product is permanently not available, the Provider shall refrain from issuing a declaration of acceptance. In this case, a contract is not concluded.
(3) If the product designated by the Customer in the order is only temporarily unavailable, the Provider shall also inform the Customer of this immediately in the order confirmation.
(4) If a delivery cannot be delivered due to force majeure or due to the fault of the Customer, the Customer shall bear the costs for a new delivery.
(5) All times and deadlines stated by the supplier are merely non-binding and approximate, unless expressly agreed otherwise. Any delays in deliveries and services that occur due to force majeure or unforeseeable events and significantly affect the provider or even make them impossible, such as unforeseen difficulties in procuring materials, operational disruptions, strikes, lockouts, staff shortages, transport shortages or official orders, even if they occur at suppliers or subcontractors of the provider, are not attributable to the provider even in the case of binding deadlines and dates.
§ 4 Retention of title
(1) Until full payment, the delivered goods remain the property of the supplier.
(2) The Supplier shall retain title to the delivered goods vis-à-vis entrepreneurs until all claims arising from an ongoing business relationship have been settled in full.
(3) The Customer shall be entitled to resell the Reserved Goods in the ordinary course of business, provided that the Customer is an entrepreneur and the Provider has given its written consent. The customer shall assign all resulting claims against third parties to the supplier in advance in the amount of the full invoice value. The processing of the goods has no influence on the effectiveness of the assignment. However, the customer remains authorized to collect his claims even after the assignment, without affecting the authority of the provider to collect the claims. The supplier refrains from collecting the receivables as long as no application for the opening of insolvency proceedings has been filed, and/or the customer fulfills his payment obligations to the supplier without deductions, and/or is not in default of payment.
§ 5 Prices and shipping costs
(1) All prices stated on the website of the Provider are exclusive of the applicable statutory value added tax, unless otherwise stated.
(2) The corresponding shipping costs are indicated to the customer in the order form and are to be borne by the customer. Reference is made to § 3.
(3) The goods are shipped by mail or freight forwarding. The shipping risk is borne by the provider only if the customer is a consumer.
§ 6 Payment modalities
(1) The customer can make the payment using the payment methods offered. Reference is made to the data protection provisions of the external payment providers. The customer can view these in the privacy policy on the website of the provider.
(2) Payment of the purchase price is due immediately upon conclusion of the contract, unless otherwise stated on the invoice. If the due date of payment is determined by the calendar, the customer is already in default by missing the deadline. In this case, he has to pay the provider interest on arrears for the year in the amount of 9 percentage points above the base interest rate.
(3) The Customer’s obligation to pay interest on arrears shall not preclude the Provider from asserting further damages for default.
(4) The Customer shall only be entitled to set-off against the Provider if the Customer’s counterclaims have been legally established, are undisputed or have been acknowledged by the Provider. The customer may only exercise a right of retention insofar as the counterclaim is based on the same contractual relationship.
(5) The Provider reserves the right to withdraw from the contract if the Customer has not paid the agreed purchase price to the Provider without deductions within 14 days after receipt of the invoice.
§ 7 Warranty for material defects
(1) The Supplier shall be liable for material defects in accordance with the applicable statutory provisions, in particular §§ 434 et seq. BGB. The warranty period for goods delivered by the supplier to entrepreneurs is 12 months.
(2) If the Customer is an entrepreneur, for the purpose of preserving the Customer’s claims for defects, defects shall be notified to the Provider in writing without undue delay, but no later than within two weeks after delivery. The defective items shall be kept ready for inspection by the provider in the condition in which they are at the time of the discovery of the defect.
(3) Insignificant, reasonable deviations in the dimensions and designs – in particular in the case of repeat orders – shall not entitle to complaints unless absolute compliance has been expressly agreed. Product illustrations can deviate from the appearance of the delivered products. In particular, changes in the appearance and equipment of the products may occur after renewals in the product range of the manufacturer. Claims for defects do not exist, provided that the changes are reasonable for the customer.
(4) An additional warranty exists for the goods delivered by the supplier only if this was expressly given in the order confirmation for the respective item.
(5) If the customer does not follow the operating and/or maintenance instructions, makes changes to the products, replaces parts or uses consumables that do not comply with the original specifications, the warranty shall not apply. With respect to failure to follow operating and/or maintenance instructions, this shall only apply if the failure to perform such work has not affected the warranty claim. The burden of proof for this fact lies with the customer. If the defect is due to improper use, storage or handling of the delivered goods, any warranty shall be void.
(6) If the Provider’s products are equipped with software provided by the Customer on the Customer’s instruction or according to the Customer’s specifications, there shall be no warranty for malfunctions and any damage attributable to this software. The Provider does not assume any warranty, also not with regard to the compatibility of its products with the software provided by the Customer.
§ 8 Liability
(1) Claims of the customer for damages are excluded. Excluded from this are claims for damages by the customer arising from injury to life, limb, health or from the breach of essential contractual obligations (cardinal obligations) as well as liability for other damages based on an intentional or grossly negligent breach of duty by the provider, its legal representatives or vicarious agents. Material contractual obligations are those whose fulfillment is necessary to achieve the goal of the contract.
(2) In the event of a breach of material contractual obligations, the Provider shall only be liable for the foreseeable damage typical for the contract if such damage was caused by simple negligence, unless the Customer’s claims for damages are based on injury to life, body or health.
(3) Liability for loss of profit is excluded. The provider assumes no liability for loss of data during repairs of data carriers. The customer is responsible for backups. The provider is not liable for security gaps in software, as the provider is not the manufacturer. The liability is limited in total to the amount of the order value.
(4) The restrictions shall also apply in favor of the Provider’s legal representatives and vicarious agents if claims are asserted directly against them.
(5) The resulting limitations of liability do not apply if the provider has fraudulently concealed the defect or has assumed a guarantee for the quality of the item. The same applies insofar as the provider and the customer have reached an agreement on the quality of the item. The provisions of the Product Liability Act remain unaffected.
§ 9 Special Conditions for Software
(1) Any license conditions of the manufacturer of the software must be observed. The Provider assumes no responsibility if these are violated by the Customer. In particular, the Customer may only use the software for its own purposes and may not create or distribute any unauthorized copies or license the software to third parties.
(2) The Provider does not owe any updates for the Software and no support.
(3) If software is provided in digital form (download), there shall be no claim to transmission of the software on a data carrier.
(4) The Customer shall have no claim to the surrender of the source code of the Software.
(5) The customer is responsible for checking the compatibility of the software. A defect does not exist if a software is not compatible with software components of other suppliers.
(6) If the GTC or license conditions of manufacturers or third-party providers contradict these GTC, these GTC shall take precedence in the contradictory points.
§ 10 Data protection
(1) The customer agrees to the storage of personal data within the framework of the business relationship with the provider, in compliance with data protection laws, in particular the BDSG and the DSGVO. A transfer of data to third parties does not take place, unless this is necessary for the implementation of the contract.
(2) Insofar as the Customer transmits the data from third parties, the Customer assures that it has obtained consent from the third party and indemnifies the Provider from any claims in this regard.
(3) The rights of the customer or the person affected by the data processing result in particular from the following standards of the GDPR:
- Article 7(3) – Right to withdraw consent under data protection law
- Article 15 – Right of access of the data subject, right to confirmation and provision of a copy of the personal data
- Article 16 – Right of rectification
- Article 17 – Right to erasure (“right to be forgotten”)
- Article 18 – Right to restriction of processing
- Article 20 – Right to data portability
- Article 21 – Right of objection
- Article 22 – Right not to be subject to a decision based solely on automated processing, including profiling
- Article 77 – Right to complain to a supervisory authority
(4) In order to exercise the rights, the customer or the person concerned is requested to contact the provider by e-mail or, in the event of a complaint, to contact the competent supervisory authority.
(5) The Provider assures to have taken appropriate technical-organizational measures to ensure the security of personal data and to reduce the risk for the data subjects.
§ 11 References
The provider is entitled to name the customer as a reference on its website, as well as in social media and in print media free of charge. This includes the display of the customer’s logo. The provider is also entitled to publish feedback from the customer, provided that no personal data is mentioned.
§ 12 Final provisions
(1) Contracts between the Provider and the Customers shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods. The statutory provisions on the restriction of the choice of law and on the applicability of mandatory provisions, in particular of the state in which the customer has his habitual residence as a consumer, shall remain unaffected.
(2) If the Customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from contractual relationships between the Customer and the Provider shall be the Provider’s registered office in Nuremberg.
(3) The GTC may be amended with effect for the future. The Provider shall inform the Customer thereof by e-mail. If the customer does not object within a period of 30 days, the new GTC shall be deemed accepted.
(4) The contract shall remain binding in its remaining parts even if individual points are legally invalid. The invalid points shall be replaced by the statutory provisions, if any. Insofar as this would represent an unreasonable hardship for one of the contracting parties, however, the contract as a whole shall become invalid.
Status: June 2025