Terms of service
Particle Metrix GmbH
General Terms and Conditions of Sale and Delivery valid from 19th of March 2025
1. General
1.1. All offers, sales and deliveries are based on our following general terms and conditions of contract.
1.2. We hereby already object to any conflicting terms and conditions of purchase, delivery and payment of the Buyer. These shall not apply even if they are contained in a letter of confirmation from the purchaser subsequent to our order confirmation and we do not object to this. Our silence in this respect shall mean its rejection. However, we shall be entitled to waive the validity of our own GTC in whole or in part at any time.
1.3. Even in the event of contradictions in the preceding mutual contractual declarations or letters of confirmation, the contract shall in any case be concluded by acceptance of our delivery or other performance services under our contractual terms and conditions reproduced here.
2. Offers
2.1. Our offers are subject to change unless they are expressly stated to be binding or firm. The contract shall only become binding through an order confirmation sent by us in text form.
2.2. The illustrations, drawings, brochures, advertising material, etc. relating to our products, in particular the data contained therein, only represent approximate values. In no case do they contain guarantees or assurances of certain properties. Guarantees and warranties shall only be agreed in writing and designated as such. A defect within the meaning of § 434 of the German Civil Code (BGB) shall only be deemed to exist if the actual quality deviates not only insignificantly from the quality described in the illustration, drawing, brochure or advertising leaflet.
3. Shipping, transport and insurance
3.1. The transport of the goods is at the risk of the buyer. Shipping is carried out in accordance with Incoterms FCA, DAP or CIP. Even if we select the means of transport, the transport person and/or the transport route, the risk of damage or accidental loss of the goods shall pass to the buyer upon handover to the transport company. This also applies in the event that we have sold carriage paid, FOB or CFR.
3.2. Only at the express request of the buyer, shipments are insured by and against transport damage. The resulting premiums and expenses shall be borne by the buyer.
4. Delivery dates
4.1. Stated delivery and performance dates are non-binding unless they have been expressly agreed.
4.2. Special circumstances such as strikes, shutdowns, operational restrictions, operational disruptions, import and export bans, handling difficulties with our suppliers, pandemics and other events and circumstances not foreseen by us which directly or indirectly disrupt or prevent delivery or performance shall release us from our performance obligation for the duration and to the extent of the operational or shipping disruptions resulting therefrom, without the Buyer being able to derive any claims for damages therefrom.
4.3. If we fail to meet a delivery deadline agreed as binding, the purchaser shall be entitled to withdraw from the contract after the fruitless expiry of a reasonable grace period to be set by him. In this case, the purchaser shall only be entitled to damages if we are at fault and the grace period has expired fruitlessly; in the event of slight negligence, the damages shall be limited to 5% of the purchase price for each week that the object of purchase is delayed, but no more than one and a half times the purchase price.
5. Retention of title
5.1. Our deliveries remain our property until full payment of the respective purchase price claim against the buyer.
5.2. The same shall also apply insofar as we are entitled to further claims against the purchaser - for whatever reason, in particular also from previous mutual transactions. In the case of a current account, the retained title shall be deemed security for our balance claims.
5.3. The purchaser may resell our delivery item - provided he is not in default with the payment of the purchase price - in proper business transactions subject to retention of title. As long as the goods subject to retention of title are with the purchaser, the purchaser shall keep them for us with the due diligence of a prudent businessman.
5.4. If the purchaser sells the goods subject to retention of title together with others, he hereby assigns the claims from the resale of the goods subject to retention of title in the full amount, in the case of prior treatment or processing or mixing with goods not belonging to us in the amount of the value of the processed goods subject to retention of title. If such a sale is made at a total price, the buyer hereby assigns to us his purchase price claim in the amount of the value of the goods subject to retention of title which are the subject of this purchase contract.
5.5. At our request, the purchaser is obliged to notify the third-party debtor of the assignment to us, stating the amount of our claim. He shall provide us with all information and documents necessary for the assertion of our rights. If the value of the claims assigned to us exceeds our outstanding total claim against the purchaser by more than 20%, we shall be obliged to retransfer the excess portion at the purchaser's request.
5.6. Pledging, transfer by way of security and assignment by way of security of our goods subject to retention of title as well as the rights to which we are entitled and other dispositions by the buyer affecting our rights are not permitted. Interference by third parties - whether with the goods subject to retention of title, the claims assigned to us or the rights established in accordance with the above paragraphs - must be reported to us immediately by the purchaser, who must send us all documents necessary for an intervention. All costs of an intervention by us shall be borne by the buyer.
5.7. The assertion of the reservation of title as well as the taking back of the reserved goods by us shall not be deemed to be a withdrawal from the contract, but shall only be made as security for our claims.
6. Warranty for defects, consumables
6.1. The warranty period is 1 year from the date of performance. Parts which prove to be unsuitable as a result of defective material or faulty workshop workmanship shall, at our discretion, be repaired at our premises or at the customer's premises or supplied anew. No liability shall be assumed for damage resulting from natural wear and tear and/or improper use. If the purchaser carries out modifications, repairs or maintenance work himself or through a third party without our consent, he shall bear the burden of proof that the defect in the item was already present at the time of handover. The duration of the functional capability of the equipment supplied by us depends on the special purpose and to a large extent on the type and duration of use. This leads to the fact that the exchange of certain wearing parts becomes necessary in longer or shorter intervals. For this reason, we already supply certain wear parts. The wear of these or other parts is not covered by the warranty.
6.2. We must be notified immediately in writing of the discovery of any defects, in the case of obvious defects within 8 days of delivery. In the event of complaints, the purchaser is not entitled to make any changes or rework at our expense without our consent. Rejected parts become our property. Liability for rework carried out or spare parts supplied shall only exist up to the expiry of the warranty period for the original delivery. The regulation on retention of title (above 5.) also applies to subsequent deliveries.
6.3. If the repair or replacement delivery fails (e.g. because it is impossible, fails twice or does not succeed within a reasonable period), the customer may, at its option, demand a reduction of the remuneration or rescission of the contract. The limitation of liability according to clause 8 below shall apply. When returning the goods, the customer shall ensure correct declaration for customs and taxes and, if necessary, consult us beforehand.
7. Liability for damages
We shall only be liable for damages based on an intentional or grossly negligent breach of duty by us or one of our legal representatives or vicarious agents. Excluded from this limitation of liability are damages arising from the breach of an obligation, compliance with which is of particular importance for the achievement of the purpose of the contract (cardinal obligation), unless the damages are not foreseeable or not typical for the contract. Furthermore, this limitation of liability shall not apply to damages resulting from injury to life, body or health caused by a negligent or intentional breach of duty by us or by one of our legal representatives or vicarious agents. Liability shall not be limited if, for example, in the case of personal injury or damage to privately used property, liability is mandatory under the Product Liability Act.
8. Data protection and disclosure of contact details
8.1. In the context of orders, we may pass on the buyer's contact details (name, e-mail address, telephone number, delivery address) to our authorized distributors if this is necessary to process the order or for product-specific advice.
8.2. The data will only be passed on to contractually bound distributors who have undertaken to comply with data protection regulations.
8.3. Further information on data protection can be found in our privacy policy at https://www.particle-metrix.com/policies/privacy-policy.
9. Supplementary provisions
9.1. Should individual provisions of the above contractual terms and conditions be or become invalid, this shall not affect the validity of the remaining provisions and the contract as a whole. The contracting parties shall execute the contract as then with an effective replacement provision that comes closest to the economic purpose pursued by the omitted provision.
9.2. The contract and its execution shall be governed exclusively by German law. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.
9.3. Place of performance is Inning am Ammersee.
9.4. If both parties are merchants, the place of jurisdiction for all claims arising from this contract and its execution shall be Inning am Ammersee with the proviso that we may also choose the buyer's general place of jurisdiction as the place of jurisdiction.
Additional Remote Support Terms and Conditions
Particle Metrix GmbH
1. Purpose of Remote Support
Particle Metrix GmbH provides its customers with the option of remote access via AnyDesk as part of support, service and maintenance activities.
The remote connection is used solely for handling a support, service or maintenance request initiated by the customer.
By accepting a remote support connection, the customer authorizes an authorized employee of Particle Metrix GmbH to access the affected computer system to the extent required to perform the requested support service.
2. Authorization to Grant Access
By granting access to the remote support session, the person providing access confirms that they are authorized to grant Particle Metrix GmbH access to the respective computer system as well as to the applications, data and systems accessible on it.
If systems, applications or data belonging to third parties are affected, it is the customer’s responsibility to ensure that the necessary authorization for such access is also available.
3. Scope of Remote Access
The performance of support and service work may require extensive technical access to the customer’s system.
Depending on the individual support case and the permissions granted for the session, this may include in particular:
- viewing and transmitting screen content,
- controlling the mouse and keyboard,
- accessing the clipboard,
- transferring, creating, modifying or deleting files,
- using a file manager,
- retrieving technical system information,
- modifying operating system, software or application settings,
- installing, updating or removing software,
- executing programs and administrative functions,
- sending administrative keyboard commands,
- restarting the system,
- locking the system,
- using technical network and diagnostic functions,
- and using other functions required to provide the agreed support service.
Particle Metrix will use these access capabilities only to the extent required for the respective support or service case.
4. Administrator Privileges
Certain support activities may require administrator privileges on the customer’s system.
Where technically necessary, the remote support software may be executed with elevated privileges or may trigger a corresponding privilege request.
By granting the required privileges, the customer agrees that the administrative actions necessary for the specific support case may be carried out.
5. Confidential and Personal Information
During a remote support session, information that is not directly relevant to the support case may become visible on the screen, in open applications or within the file system.
The customer is therefore requested to close any applications, documents or windows containing confidential, personal or otherwise sensitive information that are not required for the support case before the remote session begins.
Employees of Particle Metrix GmbH are instructed not to intentionally access data that is not required for the support case.
The same applies to recordings of remote support sessions. If confidential or personal information that is not relevant to the support case is unintentionally captured during a recording, such information will, where possible, not be used for further processing or will be removed from the material provided for further analysis.
Where personal data is processed as part of the support service, the applicable data protection regulations as well as any data processing agreements or other privacy-related agreements in place between Particle Metrix and the customer shall apply.
6. Files and Data Transfers
Where required for the respective support case, files may be transferred between the customer’s system and systems operated by Particle Metrix GmbH via the remote support connection.
This may include, for example, installation packages, updates, configuration files, log files or files provided by the customer for troubleshooting purposes.
Customer data will only be transferred where this is necessary to handle the support case or where this has been agreed with the customer.
7. Changes to the Customer System
Remote support may require changes to the customer’s system.
Such changes may include modifications to:
- configurations,
- services,
- drivers,
- applications,
- system components,
- network settings,
- permissions,
- or other system settings.
Particle Metrix will carry out such changes only in connection with the requested support or service activity.
Where a measure can reasonably be expected to have a significant impact on the operation of the system, it will, where possible, be coordinated with the customer in advance.
8. Restarting and Interrupting the System
Certain support activities may require the restart of the computer, individual applications or system services.
The customer is responsible for saving any unsaved work and properly closing applications before the support session or before an announced restart.
A restart may interrupt running applications, processes, network connections or other active connections.
9. Data Backup
The customer is generally responsible for maintaining appropriate and up-to-date backups of its data and systems.
Before work is performed that may involve changes to software, configurations or data, business-critical data in particular should be backed up in accordance with its importance.
Unless a separate backup service has been expressly agreed with Particle Metrix, the provision of remote support does not constitute a data backup service.
10. Customer Cooperation
The customer shall provide Particle Metrix with the information required to handle the support case.
This includes in particular:
- known errors or malfunctions,
- special configurations,
- dependencies on other systems,
- specific security requirements,
- customer-specific modifications,
- and circumstances in which changes or restarts may have particular consequences.
System-specific circumstances that are not apparent or have not been disclosed may affect the performance and outcome of the support service.
11. Recording of Remote Support Sessions
Remote support sessions are not generally or routinely recorded by Particle Metrix GmbH.
However, as part of troubleshooting, it may be necessary to record a remote support session or individual parts of it.
This may be required in particular to document:
- errors that are difficult to reproduce,
- unusual software behavior,
- error messages,
- technical processes,
- or other events relevant to troubleshooting,
and to provide this information to the responsible development team for further analysis.
The customer will be informed before any such recording begins.
The recording will be limited to the extent required for the respective support or analysis purpose. Where possible, only the processes relevant to troubleshooting will be recorded.
The customer is requested to close any applications, windows and documents that are not required for the support case and that contain confidential, personal or otherwise sensitive information before recording begins.
Recordings may only be used for the handling, documentation and analysis of the respective support case as well as for troubleshooting and product improvement.
Where it is necessary to provide a recording to members of the development team, access will be limited to the persons and information required for this purpose.
Recordings will not be used for unrelated purposes and will not be retained for longer than necessary for the respective support, analysis or documentation purpose.
Statutory or contractual retention obligations remain unaffected.
Where recordings contain personal data, such data will be processed in accordance with applicable data protection laws and the data protection agreements in place between Particle Metrix and the customer.
12. Termination of Remote Support
The customer may terminate an interactive remote support session at any time by ending the AnyDesk connection.
After the session has ended, the customer client intended for this purpose does not generally permit unattended access, unless a different technical arrangement has been expressly agreed for a specific case.
13. Liability
Particle Metrix performs remote support activities with the level of care required for professional support and service activities.
Particle Metrix shall be liable without limitation for damage caused intentionally or by gross negligence, as well as in cases where unlimited liability is mandatory by law.
This applies in particular to damage resulting from injury to life, body or health and to liability under mandatory statutory provisions.
In the event of a slightly negligent breach of essential contractual obligations, liability shall, to the extent permitted by law, be limited to the foreseeable damage typical for the contract at the time the contract was concluded.
Particle Metrix shall only be liable for damage resulting from pre-existing defects, inadequate or missing backups, undisclosed characteristics of the customer’s system, or circumstances outside the responsibility of Particle Metrix to the extent that Particle Metrix is responsible for such damage under applicable law or contractual provisions.
Mandatory statutory liability claims remain unaffected.
14. Priority of Contractual Agreements
These terms supplement the contractual, service and support agreements in place between the customer and Particle Metrix GmbH.
Where different provisions have been individually or contractually agreed, those provisions shall take precedence over these general remote support terms.
15. Consent to Remote Support
By accepting a remote support connection, the customer confirms that:
- they have read and acknowledged the above information,
- they are authorized to grant access to the affected system,
- they consent to the requested remote support work being carried out,
- they grant Particle Metrix the access rights required for the respective support case,
- and they acknowledge that required parts of a session may be recorded, following prior notice, for troubleshooting and documentation purposes.
