Terms & Conditions
The German version of this document is authoritative. No guarantee can be given with respect to the English translation.
§ 1 General - Scope
- Our conditions are exclusive.
- Our conditions also apply to follow-up transactions, even if not indicated again.
- They also apply if we deliver despite conflicting terms and conditions of the customer.
- All agreements made between us and the buyer for the purpose of executing this contract must be set out in writing.
- The conditions apply only to entrepreneurs in the sense of § 14 BGB and not for consumers.
§ 2 Quotes - Offer Documents
- Offers are non-binding. The order signed by the customer is a binding offer. The Vendor is entitled to accept this offer within 2 weeks by sending an order confirmation or by sending the ordered goods to the customer within this period.
- We reserve the rights of ownership and copyright to illustrations, drawings, calculations and other documents that we have sent. Disclosure to third parties require our written consent.
§ 3 Prices - Terms of Payment
- Unless otherwise stated in the order confirmation, our prices are strictly net free shipping point. All shipping costs and VAT are at the expense of the buyer. All prices and supplementary costs will be charged according to the Vendor's price list applicable at the time of delivery.
- Deduction of discounts require a special written agreement
- Unless otherwise stated in the order confirmation, the purchase price is due net (without deductions) within 21 days of the invoice date. If the customer is in default of payment, the Vendor is entitled to demand late payment interest of 4% above the respective discount rate p.a. If Vendor is able to prove a higher damage caused by default, it is entitled to assert it.
- Set-off rights are only available to the buyer if his counterclaims have been legally established, are undisputed or acknowledged by the Vendor. Furthermore, he is only authorized to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship and is not disputed by the Vendor.
- Payments must be free of charge for the Vendor.
§ 4 Delivery Time
- The beginning of the delivery time indicated by the Vendor requires the clarification of all technical questions.
- If Vendor is in default for reasons for which it is responsible, the liability for damages in the case of ordinary negligence is excluded. If the transaction is concluded with a non-trader, the liability for a delay for which Vendor is responsible in case of slight negligence shall be limited to 50% of the foreseeable damage. Further claims for damages presuppose that the cause of the delay is based on intent or gross negligence.
- If the Buyer sets a reasonable grace period after the Vendor has fallen behind with a threat of refusal, he may withdraw from the contract after fruitless expiry of this grace period; Claims for damages due to non-performance in the amount of foreseeable damage are only available to the customer if the delay was due to intent or gross negligence; otherwise, the liability for damages is limited to 50% of the damage incurred.
- Used services are considered delivered.
- Products obtained through internet download are deemed delivered as soon as use is theoretically possible e.g. by providing a necessary activation serial number.
§ 5 Transfer of Risk
- Unless otherwise stated in the order confirmation, the delivery is agreed "from shipping point".
- If the customer wishes, the Vendor will cover the delivery by a transport insurance; the costs incurred in this respect shall be covered by the buyer.
- The risk is transferred to the Buyer with the handover of the sold item, but at the latest when the delivered software has worked for two weeks without defects. A briefing of the staff is not owed by the seller.
§ 6 Defects - Warranty
- The warranty rights of the customer presuppose that he has duly fulfilled his owed duties of investigation and complaint.
- If there is a defect in the purchased item for which Vendor is responsible, Vendor is entitled, at its discretion, to remedy the defect or to replace the product.
- If Vendor is not prepared or unable to remedy the defect or replacement, or fails to remedy the defect or replacement in any other way, the customer is entitled, at its discretion, to withdraw from the contract or demand a corresponding reduction in the purchase price.
- Unless otherwise stated below, further claims of the customer - for whatever legal reasons - are excluded. The Vendor is therefore not liable for damages that did not occur on the object itself; In particular, Vendor is not liable for lost profits or other pecuniary loss of the customer.
- The above disclaimer does not apply if the cause of damage is based on intent or gross negligence, but the obligation to pay compensation is limited to the foreseeable damage.
- The warranty period (as defined as Gewährleistung by German law) is 12 months, calculated from the transfer of risk.
§ 7 Form and Handling of the Delivery
- The Vendor is not obligated to hand over the source program to the customer in addition to the data-processing-capable program (in addition to any user documentation).
- The delivery of the goods can alternatively be done by internet download and / or email.
- Services provided are to be regarded as delivered goods. A service is also provided if the service itself does not yield results, but e.g. Calculation time or other resources were used or consumed.
§ 8 Retention of title
- Vendor retains ownership of the purchased items until all payments resulting from the business relationship with the customer have been received. If the buyer pays the purchase price debt with a check, the purchase price claim will not be extinguished until Vendor, as a reserved supplier, actually receives payment. In the event of breach of contract by the buyer, in particular in the case of default of payment, Vendor is entitled to take back the goods. In the withdrawal of the purchased item by the Vendor is not a withdrawal from the contract, unless the Vendor would have expressly stated in writing.
- The customer is obligated to handle the purchased goods with care; in particular, he is obligated to adequately insure these at his own expense against fire, water and theft damage at replacement value.
- In the case of seizure or other interventions by third parties, the buyer must notify Vendor in writing without delay, so that Vendor can file an action in time.
- The processing or transformation of the purchased item by the customer is always made for the Vendor. If the purchased item is processed with other items not belonging to Vendor, Vendor acquires co-ownership of the new item in proportion of the value of the purchased item to the other processed items at the time of processing.
- Receivables from the sale or other use of reserved goods, including all ancillary rights, are already assigned to Vendor as a priority.
- The seller requires the buyer to disclose his debtor as licensee.
- The seller may demand that the buyer informs him of the assigned claims and their debtors, provides all information necessary for collection, hands over the related documents and notifies the debtor of the assignment.
§ 9 Restrictions on Use
- The customer agrees to use the delivered goods only for his own purposes; any transfer or reproduction of the programs without the prior consent of Vendor is inadmissible. Duplication of the software is permitted only for the purpose of data backup.
- Demonstration systems are intended for exclusive use by the buyer. In particular, lending for testing or other purposes or other use to third parties is not permitted.
- For each case of unauthorized surrender or unauthorized duplication of the supplied software program, the purchaser agrees to pay a contractual penalty to Vendor amounting to 40% of the total program development costs, or at least an amount of € 10,000.00.
§ 10 Jurisdiction - Place of Fulfillment
- If the buyer is a registered trader, Vendor's place of business is legal Jurisdiction; however, Vendor is entitled to sue the customer at his place of residence.
- Unless otherwise stated in the order confirmation, the place of business is Vendor's Place of Fulfillment.
- German law is valid for the contractual relations under exclusion of the UN sales law.
§ 11 Severability Clause
- Should any of the above conditions be invalid for any reason, the validity of the other provisions shall remain unaffected.