Hardware-GTC
Fitness Nation GmbH (B2B)
1. Scope, subject matter of the contract, definitions
1.1 Scope
These General Terms and Conditions (“Hardware Terms and Conditions”) apply to all contracts between Fitness Nation GmbH (“Provider”) and entrepreneurs within the meaning of § 14 BGB (“Partner”) for the purchase, delivery, rental, leasing, subscription, provision, installation, configuration, maintenance, exchange, onsite service and other services relating to hardware, devices, accessories and goods (collectively “Products”).
Any differing, conflicting or supplementary terms and conditions of the partner shall not become part of the contract unless the provider expressly agrees to their validity in written form .
1.2 Ranking of contract components (document ranking)
In case of disputes, the following order of precedence applies:
Individual agreements (e.g., offer, order form, order confirmation, individual contract, possibly framework agreement)
Product description / specification (e.g. data sheets, performance/functional description, documentation, configuration description)
These hardware terms and conditions
Other attachments/process documents (e.g., support and service processes), unless explicitly ranked higher in 1)–2).
1.3 Text form
“Text form” means text form as defined in § 126b BGB (e.g. email, ticket, PDF).
1.4 Terms
a) “Remote-first” means: Support and service are generally provided remotely (chat, ticket, telephone, remote support, video consultation); on-site visits only take place if technically necessary or expressly agreed.
b) “Plug & Play exchange” means: In the event of hardware defects, replacement is always carried out instead of repair ; installation/connection/activation is regularly carried out by the partner/end customer or their Local Technical Contact (LTC) according to instructions.
c) “Onsite Service” means on-site technical service (e.g. special installations, setup/integration, acceptance testing), which is only carried out in exceptional cases.
d) “LTC” (Local Technical Contact) is the local technical contact person (“Hands & Eyes”) designated by the end customer/partner, who enables simple measures and plug-and-play replacement according to instructions.
e) “Distribution” may refer to the distribution/partner channel used by the provider to provide Level 0 Customer Care (if contractually agreed).
2. Conclusion of contract, order, scope of delivery
2.1 Offer and Acceptance
Offers from the provider are non-binding unless expressly designated as binding. A contract is concluded through:
a) Order confirmation from the provider or
b) Delivery/handover of the products or
c) Provision/handover or activation within the framework of a rental/leasing/subscription model.
2.2 Product description / specification, technical development
A product description only becomes part of the contract if it is explicitly referenced or attached in the offer/order form.
The provider may technically develop products further, provided that functionality and the purpose of the contract are not significantly impaired and the change is reasonable for the partner.
3. Prices, terms of payment, default
3.1 Prices
The prices stated in the offer/order form apply. All prices are net, excluding statutory VAT, packaging, shipping, and any applicable customs duties/import taxes and incidental costs.
3.2 Payment terms
Invoices are due within 14 days of the invoice date without deduction, unless otherwise agreed. For subscriptions/rentals/leasing, the agreed payment cycles apply (e.g., monthly in advance).
3.3 Payment default
In case of default, the provider may demand default interest at the statutory rate; other rights remain unaffected. In case of late payment, the provider may suspend further deliveries/services and – in the case of ongoing contracts – terminate the contract without notice in accordance with clause 10.
4. Delivery, transfer of risk, partial deliveries, delay in delivery
4.1 Delivery
Delivery dates are only binding if they have been expressly agreed upon as binding.
4.2 Transfer of Risk
In the case of mail delivery, the risk passes to the partner upon handover to the transport service provider.
4.3 Partial deliveries
Partial deliveries are permitted, provided they are reasonable.
4.4 Delivery delay
In the event of a delivery delay, the partner may only withdraw from the contract after granting a reasonable grace period. Damages for delay are limited according to clause 11.
5. Retention of title (purchase)
5.1 Retention of title
The goods remain the property of the provider until all claims arising from the business relationship have been paid in full.
5.2 Resale, processing, assignment
The partner may resell the goods in the ordinary course of business; any claims arising from such resale are hereby assigned to the provider. The provider accepts this assignment.
6. Miet-/Leasing-/Subscription-Modelle (Hardware)
6.1 Transfer/Use
With rental/leasing/subscription, the partner receives the right to use the hardware in accordance with the contract for the duration of the agreement. Ownership remains with the provider or its financing/leasing partner.
6.2 Returns
Unless otherwise agreed, the hardware must be returned in working order within 14 days of contract termination. Normal wear and tear is permitted; the partner is responsible for any damage exceeding normal wear and tear.
6.3 Change of status location/transfer
Change of status, transfer, subletting only with prior written consent.
7. Installation, Setup/Onboarding, Support- & Serviceprozess
7.1 Installation/Configuration
If agreed upon, installation/configuration will be carried out according to the provider's specifications. The partner will ensure necessary cooperation (e.g., electricity, internet, access, contact person, access, environment).
7.2 Digital Graduation & Onboarding/Setup (Principle)
After contract signing, provisioning and onboarding are generally carried out digitally/automatically . If a setup process is required, it is generally done via self-service (e.g., through a setup path/“walk-in box”) supported by chat assistance; queries are recorded in a structured manner in the ticketing system.
7.3 Commercial documents
Manual creation of offers/order confirmations/invoices only occurs – if at all – in justified individual cases and does not affect the principle of digital closing and onboarding logic.
7.4 Support Channels & Ticket Obligation
Unless otherwise agreed, support/service requests and defect reports must be submitted exclusively via the channels provided by the provider (in particular chat including chat assistance and the ticketing system ). The ticketing system serves for the structured recording, documentation, tracking, and direct processing by the provider (levels 1–3).
7.5 Support-Level & Rollenmodell (Level 0–3)
a) Level 0 (Customer Care & Success / Front Office) : if contractually agreed, the distribution department handles the initial acceptance of general inquiries (e.g. status/info/appointment/contract) and pre-qualification; no technical intervention/no error analysis .
b) Level 1–3 (technical support) : technical diagnostics, analysis, remote/video support, integrations/escalations are carried out by the provider directly in the ticketing system with the end customer/partner.
c) Chat assistant : provides support with status inquiries and preliminary clarification; can automatically create tickets if the issue cannot be resolved completely.
7.6 Local Technical Contact (LTC) – Pflicht des Partners
For the operation of the hardware, the partner must ensure that an LTC ( Local Technology Center) is designated for each deployment location. This LTC is responsible for performing simple on-site tasks according to instructions (e.g., restarting, checking connections), providing photos/videos, and performing plug-and-play replacements. The LTC is not an agent of the provider.
7.7 Optional Onboarding Conclusion Video Call
If offered and booked, a final video call can take place in which the provider checks the setup/basic configuration and clarifies any technical questions.
8. Warranty and rights in case of defects (purchase/delivery)
8.1 Duty to inspect and give notice of defects (§ 377 HGB)
The partner must inspect the goods immediately upon receipt and report any recognizable defects immediately, at the latest within 7 days, in written form (ticket sufficient); otherwise the goods are considered approved.
8.2 Subsequent performance
In the event of a justified complaint, the provider will, at its discretion, either rectify the defect or provide a replacement.
8.3 Withdrawal/Reduction
If subsequent performance fails or is unreasonable, the partner may reduce the price or withdraw from the contract. Damages are payable according to clause 11.
9. Hardware service process: Remote-first, exchange, on-site service, cost bearing
9.1 Principle: Remote-first & replacement instead of repair
The provider consistently follows the remote-first principle. If a hardware problem cannot be resolved despite remote and video consultation, a plug-and-play exchange or, in exceptional cases, on-site service is provided, depending on the necessity . On-site repairs are not the norm.
9.2 Plug-and-Play Replacement: Implementation
Installation, connection, and activation are typically carried out by the partner/end customer or the LTC according to instructions. Support services from distributors/providers are only provided by individual agreement.
9.3 Replacement within the warranty period (confirmed warranty claim)
a) A replacement device will only be provided if a confirmed warranty claim exists (material/manufacturing defect within the warranty period and replacement is technically necessary).
b) Replacement device may be new, like new or refurbished; functionally equivalent.
c) Shipping cost rule (mandatory): In the event of a warranty claim, the partner/end customer shall bear the shipping costs for (i) shipping the replacement device to the end customer and (ii) returning the defective device to the provider.
d) Plug-&-Play replacement is carried out by LTC/end customer.
9.4 Onsite service in case of warranty (only if absolutely necessary)
a) The provider will cover the cost of replacement parts in the event of a confirmed warranty claim.
b) Travel/deployment costs for on-site service are borne by the partner/end customer.
c) Technicians are generally organized/provided by the distribution (provided resources are available) or by the provider/service partner.
9.5 Service outside of warranty (not a warranty case)
Outside of the warranty period, replacements, repairs/exchanges, on-site service, and all related services are subject to charges . The partner/end customer is specifically responsible for: spare parts/replacement devices, service/processing costs, shipping costs, and travel/on-site service costs.
9.6 Coordination
Remote support will continue to be provided on a remote-first basis. Exchange/onsite service will be coordinated by the provider or service partner; service provision via distribution will only occur by separate agreement.
10. Maintenance, updates, documentation changes
If maintenance, replacement, or service levels are agreed upon, the scope is defined in the contract/product description. The provider may update documentation/technical information if operationally necessary or reasonable.
11. Contract duration, renewal, termination
11.1 Runtime
The contract term is determined by the individual agreement. For rental/leasing/subscription models, the minimum term is 12 months unless otherwise agreed.
11.2 Extension
Unless notice of termination is given in writing at least 3 months before the end of the term, the contract will be extended by a further 12 months.
11.3 Termination for cause
The right to extraordinary termination remains unaffected. A particularly important reason exists if...
a) the partner is in arrears with payments for more than 30 days or
b) the partner breaches essential obligations and fails to remedy the situation within a reasonable period despite a warning or
c) insolvency proceedings are applied for/opened.
12. Liability
12.1 Unlimited Liability
Unlimited liability in cases of intent, gross negligence, injury to life/body/health, and under the Product Liability Act.
12.2 Cardinal duties
In the case of slightly negligent breach of essential contractual obligations, liability is limited to the typical, foreseeable damage.
12.3 Exclusion
Furthermore, liability is excluded, in particular for indirect damages, consequential damages, lost profits, production losses, data loss, unless otherwise stipulated in 12.1/12.2.
12.4 Liability Limit (Cap)
Unless otherwise specified:
a) Purchase/delivery: maximum net purchase price of the product in question,
b) Rent/Leasing/Subscription: maximum the net fees paid in the last 12 months before the damage occurred, up to a maximum of EUR 50,000.
12.5 Contributory negligence
Contributory negligence (e.g., lack of data backup, improper use, lack of maintenance, lack of LTC/lack of cooperation) must be taken into account appropriately.
13. Force Majeure
Neither party shall be liable for delays/non-performance due to force majeure (e.g. natural disasters, war, pandemic, strike, government measures, telecommunications network outages), unless attributable to the party.
14. Data protection, data processing, confidentiality
14.1 Data protection
Compliance with applicable data protection laws, in particular GDPR. Details can be found in the provider's privacy policy.
14.2 Data Processing (AVV)
Insofar as the provider processes personal data on behalf of the client, the parties shall conclude a data processing agreement (DPA) pursuant to Art. 28 GDPR before commencement; provision in text form.
14.3 Confidentiality
Confidential information must be treated confidentially and used only for the execution of the contract; this obligation remains in effect even after the contract has ended.
15. Changes to these Hardware Terms and Conditions
15.1 Right to amend
The provider may amend these hardware terms and conditions to the extent necessary for legal/technical/economic reasons and reasonable for the partner.
15.2 Announcement & Contrary
Notification must be given in writing at least 6 weeks before the effective date. No objection within 6 weeks = consent.
15.3 Special right of termination
If the partner objects within the specified period, the provider can terminate the contract with due notice at the time of the change; in the case of significant and unreasonable changes, the partner has a special right of termination at the time of the change.
16. Final Provisions
16.1 Assignment
Partner: Assignment only with the provider's written consent. The provider may assign claims/rights to affiliated companies and financing/leasing partners.
16.2 Set-off/Right of Retention
Set-off is only permitted with undisputed or legally established claims. Rights of retention are only permitted arising from the same contractual relationship.
16.3 Place of jurisdiction
The place of jurisdiction is – insofar as permissible – the registered office of the provider.
16.4 Applicable Law
Law of the Federal Republic of Germany excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
16.5 Severability Clause
The invalidity of individual provisions does not affect the remaining provisions; a replacement provision with the closest economic purpose may be found.