Terms & Conditions
§ 1. General
The terms and conditions apply to all current and future business relationships with entrepreneurs within the meaning of § 14 BGB (hereinafter also referred to as "customer").
Deviating, contradicting or supplementary general terms and conditions are not part of the contract, unless otherwise agreed in writing; this also applies if the contracting parties are aware of such general terms and conditions.
§ 2 Offer, conclusion of contract
Our offers are non-binding. We reserve the right to make technical changes within reason.
By ordering software and licenses or placing an order for the services offered, the customer makes a binding declaration that he will acquire the software and licenses ordered or that the order will be carried out as requested.
We are entitled to accept the contract offer contained in the order or the placing of an order within two weeks of receipt by us. The acceptance can be declared either in writing or by delivery of the goods to the customer or by the actual execution of the order, the customer waives the declaration of acceptance according to § 151 BGB.
If the customer orders the goods or services electronically, we will immediately confirm receipt of the order. The confirmation of receipt does not yet represent a binding acceptance of the order. The confirmation of receipt can be combined with the declaration of acceptance.
The conclusion of the contract is subject to the correct and timely delivery by our suppliers. This only applies in the event that we are not responsible for the non-delivery, in particular when concluding a congruent hedging transaction with our supplier. The customer will be informed immediately about the unavailability of the service or goods. The consideration already paid will be refunded immediately.
If the customer orders the goods electronically, the text of the contract will be saved by us and, on request, sent to the customer in a suitable manner along with these terms and conditions.
If a consultancy contract has been concluded for an indefinite period, it can be properly terminated by both parties with a notice period of 3 months to the end of the month.
The right to extraordinary termination for good cause remains unaffected.
An important reason is given in particular if:
a. the customer seriously violates his contractual obligations,
b. the customer becomes insolvent
c. Foreclosure measures have been initiated against him
d. Application for the opening of insolvency proceedings against the customer's assets has been made.
The termination must be made in writing in any case.
§ 3 remuneration
The agreed remuneration is binding for four months from the conclusion of the contract. For entrepreneurs, the agreed remuneration is understood to be the net price plus the applicable VAT. In the case of entrepreneurs, we are entitled to adjust prices if, in particular, price increases are recorded due to exchange rate fluctuations.
In the case of entrepreneurs, the goods are dispatched freight collect at their expense plus packaging costs.
Unless otherwise agreed in writing, payment of the remuneration is made exclusively on account.
Non-cash payments are only made on account of performance and only count as payment with an irrevocable credit note. The customer shall bear the costs of collection and redemption.
The customer undertakes to pay the purchase price within 10 days of receiving the goods. After this period the customer is in default of payment without the need for a reminder.
During the delay, the entrepreneur has to pay interest on the debt at a rate of 8 percentage points above the base rate p.a. The assertion of a higher damage caused by default remains reserved.
As far as legally permissible, the customer has neither a right to refuse performance nor a right of retention.
The customer only has the right to offset if his counterclaims have been legally established or recognized by us.
Travel expenses and fee costs for third parties are to be reimbursed by the customer on presentation of the receipts, provided that the customer had commissioned services that made these costs necessary in individual cases.
§ 4 performance
Declarations and actions of the responsible contact persons named in the contract are binding for the contracting parties.
The user is entitled to use subcontractors or employees of their choice to fulfill the contract. These persons called upon to fulfill the order are exclusively subject to the user's right to issue instructions.
The user provides the agreed services during the customer's normal business hours and, if necessary and reasonable, also outside of these business hours. The user's services are provided during the user's normal business hours.
The user will work in the client's business premises by agreement. This guarantees access to all rooms affected by the services and, if necessary, provides the user with appropriate work equipment free of charge. This obligation does not apply to remote operation. Irrespective of this, the client grants the user the necessary system access for installing the software and performing the services offered.
The user reserves the right to make partial deliveries and to issue partial invoices, unless this is contrary to the legitimate interests of the customer.
§ 5 Obligations of the customer
The customer must provide the user with all necessary and reasonable support at his own expense during the preparation and implementation of the services.
The customer ensures appropriate environmental conditions and the proper usability of the licenses and programs included in the contract. Before starting work on its licenses and / or programs, the customer will make regular backups and establish appropriate access to test systems. The user is not liable for any loss of data.
The customer will provide all facilities required to carry out work on site (including telephone connections and transmission lines, etc.) at his own expense.
In the case of service contracts, the user must be notified of changes immediately. The customer must have or acquire the license rights for the software to be installed in the event of a release change.
The customer expressly recognizes the license and copyright conditions of the respective manufacturer for third-party software supplied by the user.
The customer has to ensure the necessary and timely cooperation of the companies commissioned by him or with his affiliated companies. This applies above all to the provision of all necessary performance requirements and information or data as well as the necessary personal support. The user bears no responsibility in this respect, in particular if delays or disruptions in performance occur due to a lack of cooperation.
§ 6 Warranty
We initially guarantee defects in the goods by repairing them at our option.
If the supplementary performance fails, the customer can in principle, at his option, request a reduction in payment (reduction) or cancellation of the contract (withdrawal). In the case of only a minor lack of conformity, in particular only minor defects, the customer has no right of withdrawal.
Obvious defects must be reported to us in writing within a period of two weeks from receipt of the goods; Otherwise the assertion of warranty claims is excluded. Deadline is sufficient for the timely dispatch.
If the customer chooses to withdraw from the contract due to a legal or material defect after subsequent performance has failed, he is not entitled to any additional claims for damages due to the defect.
If the customer chooses compensation after a failed supplementary performance, the goods remain with the customer if this is reasonable for him. The compensation is limited to the difference between the purchase price and the value of the defective item. This does not apply if we have maliciously caused the breach of contract.
The warranty period is 6 months after the end of the project. As a matter of principle, only the manufacturer's product description applies to the quality of the goods. Public statements, promotions or advertising by the manufacturer do not represent a contractual specification of the quality of the goods.
The customer does not receive any guarantees in the legal sense from us. Manufacturer guarantees remain unaffected.
§ 7 Limitations of Liability
In the case of slightly negligent breaches of duty, our liability is limited to the foreseeable, contract-typical, direct average damage based on the type of goods. This also applies to slightly negligent breaches of duty by our legal representatives or vicarious agents.
We are not liable to entrepreneurs for slightly negligent breaches of insignificant contractual obligations.
The above limitations of liability do not affect customer claims arising from product liability. Furthermore, the limitations of liability do not apply in the case of physical injury or damage to health attributable to us or in the event of the customer's life being lost.
Claims for damages by the customer due to a defect expire one year after delivery of the goods. This does not apply if we be accused of fraud.
§ 8 license rights, copyrights
The customer is obliged to comply with the license and copyright conditions of the manufacturers and suppliers.
The customer is entitled to use the programs, drawings, process descriptions and other documents made available to him for the implementation of the contract for the contractually intended use. All copyrights and further rights of use remain with the user. Any use, reproduction or transfer to third parties beyond the necessary contractual use is not permitted to the customer.
If the user's services create a copyright, the customer receives a simple, non-transferable right of use within the scope of his business operations.
§ 9 Confidentiality, Data Protection
Information (in particular documents, data, passwords and code words) communicated by one contracting party to the other under this contract are strictly confidential. The user and the client are obliged to maintain secrecy about all such information, even beyond the duration of the contract. The user is obliged to comply with the statutory provisions on data protection. The user must also impose these obligations on the employees it uses to fulfill the contract.
Without our express written consent, it is not permitted to copy or transfer documents and confidential information in whole or in part, regardless of the type, to remove them, to pass them on to third parties or to inform third parties thereof.
After completion of a respective order, each contracting party is obliged to return all documents with confidential information or to confirm their irretrievable destruction in writing.
§ 10 Other provisions
The customer allows the user to name it as a reference, observing the confidentiality provisions.
The user is entitled to have the contract carried out in whole or in part by a third party, unless the customer expressly objects to this, stating important reasons.
The assignment of rights and claims from the contract requires the prior written consent of the other contracting party, unless an assignment is already provided for in these provisions. The assignment of remuneration claims by the user is excluded.
Changes and additions to this contract must be made in writing, as must the waiver of the written form itself.
The place of jurisdiction for all disputes arising from the contractual relationship is the registered office of the user. The user is also entitled to sue at the place of jurisdiction of the customer.
Should individual provisions of these terms and conditions be or become ineffective in whole or in part, this shall not affect the validity of the remaining provisions. In this case, the contracting parties are obliged to interpret and design the provisions in such a way that the economic success aimed at with the void or legally ineffective parts is achieved as far as possible. The entire business relationship and these terms and conditions are exclusively subject to the law of the Federal Republic of Germany.