General Terms and Conditions of Sale of AB-Tools GmbH for business customers
§1 Scope, business customers only, precedence
(1) These General Terms and Conditions of Sale (“Terms”) apply to all contracts for the sale and delivery of goods concluded between AB-Tools GmbH, Marsstraße 78, 80335 Munich, Germany (“we”, “us”) and the customer via our online shop at https://www.keynub.com or in any other way.
(2) These Terms apply only to customers who are entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal persons under public law, or special funds under public law. An entrepreneur is a natural or legal person, or a partnership with legal capacity, acting in the exercise of their trade, business or profession when concluding the contract.
(3) We do not sell to consumers. When placing an order, the customer must confirm that they are acting in the exercise of their trade, business or profession. Where a customer is nevertheless a consumer within the meaning of Section 13 BGB, the statutory consumer provisions apply with priority over these Terms.
(4) These Terms apply exclusively. Any terms of the customer that conflict with or depart from these Terms are not recognised unless we have expressly agreed to them in writing. This applies even if we perform the contract with knowledge of the customer’s terms.
(5) The version of these Terms in force at the time of the order applies.
(6) The contract language is English.
§2 Formation of the contract
(1) The presentation of goods in our online shop is not a binding offer. It is an invitation to the customer to place an order.
(2) By completing the ordering process and clicking the order button, the customer makes a binding offer to purchase the goods in the shopping basket. Before submitting the order, the customer can review and correct all entries, return to earlier steps using the browser’s back function, or abandon the order by closing the browser.
(3) We may accept the customer’s offer within 10 working days by sending an order confirmation or by dispatching the goods. If we do not accept within that period, the offer is deemed rejected and the customer is no longer bound.
(4) An automated acknowledgement of receipt does not constitute acceptance of the offer. It becomes an acceptance only if it expressly states so.
(5) We store the contract text and send the customer the order data and these Terms by e-mail. The customer can view these Terms at any time at https://www.keynub.com/terms-and-conditions/ and past orders under My Account → My Orders.
§3 Prices, payment, default
(1) Our prices are net prices and do not include statutory value added tax, which is added at the applicable rate and shown separately. Prices exclude packaging, shipping, insurance, customs duties and other charges of delivery, which are invoiced separately.
(2) For deliveries within the EU to a customer with a valid VAT identification number, we invoice without VAT under the reverse-charge procedure where the statutory conditions are met. The customer is responsible for the accuracy of the VAT identification number provided and must notify us without delay of any change.
(3) The payment methods offered are advance bank transfer and PayPal. Payment against open invoice is available to existing customers on request and is subject to our prior approval in each case. We may exclude individual payment methods for a given order.
(4) Invoices are payable within 14 days of the invoice date without deduction. Where advance payment is agreed, we are not obliged to dispatch before payment has been received in full.
(5) If the customer is in default of payment, we are entitled to default interest at the statutory rate under Section 288(2) BGB. The assertion of further damage caused by default remains unaffected.
(6) The customer may set off only claims that are undisputed or have been finally determined by a court, and may exercise a right of retention only in respect of claims arising from the same contractual relationship.
§4 Delivery, delivery periods, passing of risk
(1) Unless expressly stated otherwise in the product description, delivery periods are non-binding estimates. Binding delivery dates must be agreed in writing.
(2) Where an article is shown as available on backorder, no delivery date can be stated for it. Customers who require a delivery date for such an article should ask us for the current lead time before placing an order, and we will confirm what is achievable at that time.
(3) We are entitled to make partial deliveries where this is reasonable for the customer, in particular where the remainder of the delivery is assured and the customer incurs no significant additional expense.
(4) The risk of accidental loss and accidental deterioration of the goods passes to the customer when the goods are handed over to the forwarder, carrier or other person appointed to carry out the shipment. This applies to every sale involving carriage, irrespective of who bears the shipping costs.
(5) If we are unable to meet a binding delivery period for reasons for which we are not responsible, we will inform the customer without delay and state the expected new period. If the goods are also unavailable within the new period, we may rescind the contract in whole or in part; any consideration already paid will be refunded without delay.
(6) For deliveries outside Germany, the applicable Incoterm is agreed with the customer in writing. Where no Incoterm has been agreed, delivery is made CPT (Carriage Paid To, Incoterms 2020) to the delivery address stated by the customer; import duties, taxes and customs clearance in the country of destination are the customer’s responsibility.
§5 Retention of title
(1) We retain title to the delivered goods until all claims arising from the business relationship with the customer have been paid in full.
(2) The customer must treat the goods subject to retention of title with care, insure them adequately at their own expense against loss and damage, and notify us without delay of any access to the goods by third parties, in particular of enforcement measures.
(3) The customer may resell the goods subject to retention of title in the ordinary course of business. The customer hereby assigns to us the claims against their own customers arising from such resale, in the amount of the invoice value of our goods. We accept the assignment. The customer remains authorised to collect these claims for as long as they meet their payment obligations to us.
(4) If the realisable value of the securities exceeds our claims by more than 20 per cent, we will release securities of our choice at the customer’s request.
§6 Inspection and notification of defects
(1) The customer must inspect the goods without delay after delivery and notify us of any defect without delay in accordance with Section 377 of the German Commercial Code (HGB). Obvious defects must be notified in writing within 7 days of delivery, and hidden defects within 7 days of discovery.
(2) If the customer fails to give notice, the goods are deemed approved unless the defect was one we fraudulently concealed.
(3) Transport damage must additionally be recorded with the carrier on delivery where possible.
§7 Liability for defects
(1) The statutory provisions apply to the customer’s rights in the event of defects, subject to the following.
(2) The limitation period for claims in respect of defects is 12 months from delivery. This does not apply to claims for damages arising from injury to life, body or health, or from our intentional or grossly negligent conduct, nor to claims under the German Product Liability Act, nor where longer periods are mandatory by law.
(3) We first have the right to choose between remedying the defect and delivering replacement goods.
(4) No liability for defects arises where the defect results from: use contrary to the product documentation; opening, modification or mechanical damage to the device; use outside the specified electrical or environmental limits; or the customer’s own software integration, save where the defect lies in our goods themselves.
(5) We do not give a separate commercial guarantee in addition to the statutory rights described above.
§8 Limitation of liability
(1) We are liable without limitation for damage arising from injury to life, body or health, for intent and gross negligence, for fraudulent concealment of a defect, under the German Product Liability Act, and to the extent we have given a guarantee.
(2) In the case of slightly negligent breach of a material contractual obligation, our liability is limited to the foreseeable damage typical of this type of contract.
(3) Any further liability is excluded. In particular, we are not liable for loss of profit, loss of production, loss of data, or claims of third parties against the customer, save within the limits of paragraphs (1) and (2).
(4) The customer remains responsible for backing up their own data and for the design of their own licence enforcement.
§9 Software, SDK and intellectual property
(1) The sale of a device does not transfer any rights in our software, firmware, documentation or trade marks. The customer receives only the rights expressly granted.
(2) The KeyNub SDK is licensed separately and is not sold. The published SDK source is made available under the Apache License 2.0; the prebuilt native libraries are licensed under separate binary licence terms. The applicable licence terms accompany each release and take precedence over these Terms in respect of the SDK.
(3) We make no representation that any licensing mechanism implemented using our products cannot be circumvented. The customer is responsible for the design of their own licence checks and for integrating them into their own software.
(4) OEM and own-brand supply — including custom enclosures, customer logos, customer USB vendor and product identifiers, and custom firmware — is not governed by these Terms. Such projects are subject to a separate written agreement concluded with us before supply.
§10 Export control and end use
(1) Deliveries may be subject to export control law, in particular Regulation (EU) 2021/821 (dual-use), German export control law, and the export control law of other jurisdictions.
(2) The customer will comply with all applicable export control and sanctions requirements and will not export, re-export or supply the goods, directly or indirectly, to any destination, entity or end use where this is prohibited.
(3) We are not obliged to perform where performance is prevented by export control law, sanctions, or the absence of a required authorisation. In such a case we may rescind the contract without the customer being entitled to damages.
(4) On request, the customer will provide the information on end use and end user that we require in order to meet our own obligations.
§11 Electrical equipment, take-back
(1) Our products are electrical equipment for business use. We and the customer agree that the customer assumes responsibility for the proper disposal of the equipment at the end of its use, unless otherwise agreed in writing in an individual case.
(2) Information on the return options available for the equipment, including our free take-back for business customers, is set out at https://www.keynub.com/weee/. We will also provide that information on request.
(3) We are registered as a producer of electrical equipment with the stiftung elektro-altgeräte register (stiftung ear) under WEEE registration number DE 93893011.
§12 Force majeure
Events of force majeure beyond our reasonable control — including natural events, war, civil unrest, industrial action, epidemic or pandemic measures, official measures, disruption of transport routes, and failure of supply of components not attributable to us — release us from our obligation to perform for the duration of the disruption and to the extent of its effect. If such an event lasts longer than 3 months, either party may rescind the affected part of the contract.
§13 Confidentiality
Each party will treat as confidential the commercial and technical information of the other party that becomes known to it in the course of the contractual relationship and is not publicly known, and will use it only for the purposes of the contract. For OEM projects, the confidentiality provisions of the separate agreement under §9(4) apply.
§14 Data protection
We process personal data in accordance with our privacy policy and applicable data protection law.
§15 Applicable law, place of performance, jurisdiction
(1) These Terms and all contracts concluded under them are governed by the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
(2) The place of performance for all obligations is Munich.
(3) The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Munich. We remain entitled to bring proceedings at the customer’s general place of jurisdiction.
§16 Final provisions
(1) Amendments and supplements to the contract must be made in writing. This also applies to any amendment of this written-form requirement.
(2) Should any provision of these Terms be or become invalid, the validity of the remaining provisions is unaffected.
§17 Supplier details
AB-Tools GmbH
Marsstraße 78
80335 Munich
Germany
Managing Director: Andreas Breitschopp
Commercial register: HRB 202859, Amtsgericht München (Munich Local Court)
VAT identification number: DE273587389
WEEE registration number: DE 93893011
Phone: +49 89 38898588
Fax: +49 89 38898589
E-mail: info@keynub.com
Terms as at August 2026
