General Terms and Conditions and Client Information
Terms and Conditions (B2B)
Version: 21 February 2026
1) Scope of Application
These Terms and Conditions of PayFactory GmbH (“Seller”) apply exclusively to contracts concluded with entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB). Consumers are expressly excluded.
Any conflicting or deviating terms and conditions of the Customer shall not apply unless expressly agreed to in writing by the Seller.
2) Conclusion of Contract
Product presentations do not constitute binding offers. By placing an order, the Customer submits a binding offer to conclude a contract.
The contract shall be concluded upon order confirmation, delivery of the goods or request for payment.
The conclusion of the contract is subject to correct and timely self-supply by the Seller.
3) Prices and Payment Terms
All prices are net prices plus statutory value-added tax and any applicable shipping, packaging and ancillary costs.
Unless otherwise agreed, invoices are payable without deduction within 7 days from the invoice date.
In the event of late payment, the Seller shall be entitled to charge default interest at a rate of 9 percentage points above the applicable base interest rate pursuant to Section 288 (2) BGB, as well as a lump-sum compensation for recovery costs of EUR 40. The assertion of further damages remains reserved.
If there are reasonable doubts as to the Customer’s creditworthiness, the Seller is entitled to demand advance payment or suitable security.
4) Price Adjustments
If costs increase after conclusion of the contract (e.g. material, energy, transport, raw material, customs or public charges), the Seller shall be entitled to adjust the agreed price accordingly.
If the price increase exceeds 20% of the agreed net price, the Customer is entitled to withdraw from the contract within 7 days after notification of the price adjustment.
5) Delivery, Shipment, Transfer of Risk
Deliveries are made at the Customer’s expense and risk. The risk shall pass to the Customer upon handover of the goods to the carrier or freight forwarder.
Partial deliveries are permissible provided they are reasonable for the Customer.
6) Default of Acceptance and Storage Costs
If the Customer is in default of acceptance, the Seller is entitled to claim compensation for the resulting costs.
From the transfer of risk onwards, storage costs shall be charged at a rate of 0.25% of the net value of the goods per week.
In addition, the Seller may claim lump-sum damages:
- 20% of the net value of the goods for standard or serial products
- 100% for customer-specific or non-resalable goods
7) Retention of Title (Extended)
The goods shall remain the property of the Seller until all claims arising from the business relationship have been settled in full.
The Customer is entitled to resell the goods in the ordinary course of business. The resulting claims against third parties are hereby assigned to the Seller up to the amount of the outstanding claims.
Any processing or transformation of the goods shall be carried out on behalf of the Seller, who shall acquire co-ownership in proportion to the invoice value of the reserved goods.
If the realizable value of the securities exceeds the Seller’s claims by more than 10%, the Seller shall release securities of its choice upon request.
8) Inspection, Notice of Defects and Warranty
The Customer is obliged to inspect the goods immediately upon receipt and to notify any obvious defects in writing within 7 calendar days, in accordance with Section 377 of the German Commercial Code (HGB).
If the Customer fails to give proper notice of defects, the goods shall be deemed approved.
In the event of justified defects, the Seller shall, at its discretion, provide subsequent performance by remedying the defect or delivering replacement goods.
If subsequent performance fails, the Customer may demand a reduction of the purchase price or withdraw from the contract.
The warranty period is 12 months from delivery.
9) Liability
The Seller shall be liable without limitation in cases of intent, gross negligence and injury to life, body or health.
In the event of slightly negligent breach of essential contractual obligations, liability shall be limited to the foreseeable damage typical for the contract.
Any further liability shall be excluded to the extent permitted by law.
10) Returns on a Goodwill Basis and Restocking Fee
Returns shall only be accepted on a goodwill basis and require the Seller’s prior written consent.
In the event of an approved return, a restocking fee of 20% of the net value of the goods shall be charged.
Excluded from return are in particular customer-specific goods, software, license keys, activated products and consumables.
11) Set-Off and Assignment
Set-off is only permitted with undisputed or legally established claims.
Assignment of claims requires the Seller’s prior written consent.
12) Software and License Terms
Where the contract relates to software, digital content or license keys, the Customer acquires a non-exclusive, non-transferable right of use.
The license terms of the respective manufacturer (e.g. exocad or comparable third-party software) shall apply with priority.
License keys shall be deemed delivered upon transmission. Returns or refunds are excluded after activation.
13) Serial Numbers, Activation and Deactivation
Machines and software may be linked to serial numbers or licenses.
Activation or commissioning shall constitute final acceptance of the goods.
In the event of an approved return, the Seller is entitled to permanently deactivate serial numbers, licenses or access rights.
14) Service, Maintenance and Training
Service, maintenance and training services shall be provided to the best of the Seller’s knowledge and in accordance with the state of the art.
No specific economic or technical success is owed unless expressly agreed in writing.
15) Export Control and Sanctions
Deliveries and services are subject to national and international export control, customs and sanctions regulations.
16) Force Majeure
Events of force majeure (e.g. natural disasters, pandemics, strikes, official measures, supply chain disruptions, war) shall release the Seller from its performance obligations for the duration of the disruption.
17) Data Protection
The Seller processes personal data exclusively in accordance with applicable data protection laws.
18) Confidentiality (NDA)
Both parties undertake to keep confidential all information obtained in the course of the business relationship, even after termination of the contract.
19) Place of Performance
The place of performance for all obligations shall be the Seller’s registered office.
20) Applicable Law
German law shall apply exclusively, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
21) Place of Jurisdiction
The exclusive place of jurisdiction for all disputes shall be the Seller’s registered office. The Seller shall also be entitled to bring an action at the Customer’s place of business.
22) Severability Clause
Should individual provisions of these Terms and Conditions be or become invalid in whole or in part, the validity of the remaining provisions shall remain unaffected.
These Terms and Conditions apply exclusively to business customers (B2B). In case of discrepancies, the German version shall prevail.