General Terms and Conditions of Business

General Terms and Conditions of Business


1. The following terms and conditions apply exclusively to the entire business relationship with our Customers. Our product range is aimed exclusively at entrepreneurs (as defined under Section 14 of the German Civil Code (BGB), i.e. natural or legal persons or partnerships with legal capacity which, when concluding the business transaction, act in the exercise of their commercial or independent professional activity) as well as legal entities under public law and special funds under public law. The Customer accepts these GT&Cs as binding for this contract and, in the current version, also for all future transactions. We do not accept any conflicting or deviating Customer conditions, regardless of when we receive such conditions. The terms and conditions for software licences are set out in separate contracts.

2. The Customer's terms and conditions of business do not apply, even if we do not specifically object to their validity in individual cases.

3. The contracts with the Customer are concluded exclusively in German or English, depending on whether the Customer places the order via the German or English language page of the online shop. If the Customer orders through our German-language website, only the German version of these General Terms and Conditions shall apply. If the order is placed through our English-language website, only the English version of these General Terms and Conditions shall apply. English-language terms to which the corresponding German terms are attached shall always have the meaning of the respective German term.


  1. Our quotations are always subject to change and non-binding, unless a period of validity is specified.
  2. Once the period of validity has expired, we are no longer bound to the prices and delivery times stated in the quotation.
  3. CODESYS GmbH reserves the right to make changes to the delivery item at any time and without special notification, while maintaining the essential features. If there are calculation or printing errors in the quotation, we reserve the right to correct them.
  4. The content of the sales contract shall be determined by our written order confirmation. Verbal agreements in connection with the conclusion of the contract that supplement or change the order confirmation require our express written confirmation to be effective.


  1. The scope of the delivery obligation shall be determined by our written order confirmation.
  2. We are also entitled to make partial deliveries as long as they are reasonable for the Customer.
  3. We reserve the right to have orders carried out by third parties.
  4. Delivery dates given to or agreed with the Customer are considered guidelines and require that all technical questions and execution details have been clarified. They are only binding if they have been expressly stated as such in writing.
  5. If delivery deadlines are agreed, it is assumed that the Customer will comply in time with any obligations to cooperate that are incumbent on the Customer. If we make adjustments to programs to meet Customer requirements or individual programming, only the Customer's written wishes and requirements shall be binding for us. Any interfaces must be disclosed.
  6. We cannot be held responsible for delivery delays – even if they occur at suppliers – due to force majeure, such as in particular war, fire damage, floods, strikes, lawful lockouts, outbreaks such as epidemics and pandemics, insofar as a risk level of at least “moderate” is set by the Robert Koch Institute, as a result of changes in official approval or legal situation, of operational disruptions, labour disputes, material procurement problems, even if delivery dates were agreed upon.
  7. The acceptance of a project must be made in writing after the delivery has been supplied and at the request of CODESYS GmbH. A project is also considered accepted if the delivery is in productive use or if no objections to the requested project content are reported within a period of 6 weeks. If neither a declaration of acceptance nor an error message is received by CODESYS GmbH within the specified period, the project shall be deemed to have been accepted. Acceptance may not be refused in the case of minor defects. Any warranty claims remain unaffected.
  8. If the Customer does not accept the contractual item on time, we are entitled to set a reasonable grace period, after which we can dispose of it elsewhere and deliver to the Customer with a suitably extended deadline. This does not affect our rights to withdraw from the contract under the conditions of Section 326 of the German Civil Code or to demand compensation for non-performance. If we demand compensation for non-performance, we can claim 20% of the agreed price plus the payment for work already performed and materials used as compensation without proof, unless it can be proven that significantly less damage has occurred. We reserve the right to claim higher actual damages.
  9. The fulfilment of the contract on our part is subject to the condition that there are no obstacles to its performance due to national and international trade regulations as well as no embargoes and/or other sanctions.


  1. The prices stated in our order confirmation are binding. Our prices are exclusive of packaging and shipping costs. VAT at the respective statutory rate is added to the prices.
  2. The list prices apply unless otherwise agreed.
  3. Package discounts apply only to the purchase of the relevant packages; no package discount may be granted by purchasing individual components incrementally.


  1. Shipping and delivery – even in the case of partial deliveries – leave from the company headquarters and costs are borne by the Customer.
  2. Unless provided with special instructions, we will ship in the manner that we deem most appropriate. At the Customer's request, an insurance will be taken out in the Customer's name for deliveries and charged to the Customer.


  1. The place of performance is the user's registered office. Section 447 of the German Civil Code (BGB) applies to delivery.
  2. Insofar as acceptance has to take place, it is binding for the transfer of risk.


  1. The delivery item must be checked by the Customer immediately after delivery to ensure that it is free of defects and complete. Defects discovered during this process must be reported to us in writing and with a detailed description of the defect. Obvious defects must be communicated to us in writing immediately after delivery; otherwise, the assertion of warranty claims due to this defect shall be excluded. Any defects discovered later must be reported to us immediately; otherwise, the delivery item shall be deemed to have been approved even with regard to these defects.
  2. If the defect occurs only with a certain hardware, it must be kept available for our inspection in the condition in which it was at the time the defect was discovered.
  3. If there is a defect in the purchased item, we will initially, at our discretion, repair the item (one or several times depending on the defect) or arrange to deliver a replacement. If we choose to remedy the defect, we are obliged to bear all necessary expenses, in particular transport, labour and material costs.
  4. Machine translation disclaimer:
    The official version of all textual descriptions in the software, including the online help and all texts displayed when using the software, is exclusively the German and English language version. The translation services into other languages are provided as machine translations by the automatic “Google Translate” translation service. A machine translation reproduces the essential textual content in a language you can understand. It is generated by a fully automated tool and without any human intervention. The quality and accuracy of machine translation can vary greatly depending on the text and language combination. Please note that some content such as images, videos, Flash, etc. may not have been translated correctly due to translation software limitations. The machine translations are not subject to any warranty for defects. With the exception of damages resulting from injury to life, body or health, no liability is assumed, either expressly or implicitly, for the accuracy, reliability or correctness of the translations into a language other than German and English.
  5. We cannot be held liable for damages caused by improper use, incorrect operation and handling, natural wear and tear, neglected maintenance, unsuitable operating materials, chemical, electrochemical or electrical influences, etc., unless we are responsible for them. We cannot be held liable for the ability of programs to run on hardware that was not supplied by us. We cannot be held liable for the functionality of the software we supply if other software/third-party programs influence its functionality. We cannot be held liable for data loss or damage resulting from incomplete or missing data backup and we expressly point out the Customer's responsibility in this respect.
  6. We cannot be held liable for damage caused by computer viruses, unauthorised access via the Internet or data lines (hackers), operating system errors and so-called standard software (e.g. Microsoft Office).
  7. The period within which claims for defects can be asserted is – except in the case of claims for damages – twelve months from the transfer of risk, unless a defect was fraudulently concealed.
  8. An assignment of warranty claims is only possible with our prior written consent. The Customer does not receive any guarantees from us in the legal sense.
  9. Manufacturer warranties remain unaffected.


  1. We are liable for intent and gross negligence. Furthermore, we are liable for the negligent breach of obligations, whose fulfilment makes the proper execution of the contract possible in the first place, whose breach jeopardises the achievement of the purpose of the contract and on whose compliance the Customer regularly relies; in this case, however, we are only liable for foreseeable damage typical of a contract. We are not liable for slightly negligent breaches of obligations other than those mentioned in the previous sentences.
  2. The above exclusions of liability do not apply in the event of injury to life, body or health. Liability under the German Product Liability Act remains unaffected.


  1. Unless otherwise agreed, all invoices are to be paid without deductions within fourteen (14) days of the invoice date. A cash discount requires prior written agreement.
  2. If the payment deadline is exceeded and after a reminder has been issued, default interest of eight percentage points above the respective base lending rate of the Deutsche Bundesbank will have to be paid on the invoice amount. The assertion of further damage is not excluded.
  3. Bills of exchange will only be accepted for payment after prior written agreement. Discounting fees are calculated from the due date of the claim, regardless of the time of acceptance of the bill of exchange. No guarantee is given for timely collection or timely protest.
  4. If bills of exchange or cheques are not credited by the drawee on time, all the entrepreneur’s other existing claims against the Customer shall become due at this point. Any other existing payment terms shall expire. The same applies if a claim is not paid when due.
  5. Withholding payment or offsetting due to any existing counterclaims by the Customer is excluded, with the exception of undisputed or legally established claims.
  6. All claims against the Customer, regardless of the legal relationship, shall immediately be due for payment should a situation arise that would justify withdrawal from the agreement in accordance with legal or contractual provisions.
  7. If the Customer defaults on payment, we are entitled to postpone outstanding deliveries from this or other orders until they have been settled and to make future deliveries only against advance payment or cash on delivery.


  1. All goods delivered by us remain our property until all of our claims arising from the business relationship have been settled.
  2. If projects are carried out in several partial stages, each with its own acceptance and partial payment, this shall apply to each project stage individually.
  3. If the Customer's behaviour is in breach of contract, especially in the event of late payment, we are entitled to take the goods back and the Customer is obliged to return it. The Customer must bear the costs we incur as a result of the return.
  4. The Customer may not resell the reserved goods, assign them as security or pledge them. In the event of access by third parties, the Customer must inform us immediately by sending all documents in its possession.
  5. The assertion of a retention of title and the seizure of the delivery item by us shall not constitute withdrawal from the contract.

All of the Customer's claims, regardless of the legal basis, shall lapse 12 months from delivery or acceptance of the delivery item, unless the law mandates longer periods.


  1. Amendments or additions to these General Terms and Conditions of Business shall be made in writing. This also applies to the cancellation of this written form requirement.
  2. These GT&C are governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
  3. If a provision of our General Terms and Conditions is incorrect, contestable or invalid, this shall not affect the validity of the remaining provisions. Invalid provisions and existing gaps in this agreement shall be replaced or closed, as the case may be, with provisions that come closest economically to the invalid or missing provision. When in doubt, the statutory provisions shall apply.
  4. The place of performance and the exclusive jurisdiction for all disputes arising from or in connection with this contract is Kempten (Germany).

Dated: 30.10.2023