These general business and delivery conditions apply to all contracts closed between the company and the buyer as well as all other arrangements, which are met in the context of the business relation. Standard business conditions of the customer do expressly not become subject-matter of the contract, even if the company has not expressly contradicted them. If the customer does not want to accept the following standard business and delivery conditions, he has to indicate this in the run-up to the enterprise.
All invoices of the company are to be payed within 30 days starting from the invoice date. In the case of adherence to a period of 10 days starting from invoice date (the value date/valuta from the bank is decisive here) the buyer receives 2% discount payment from the gross amount of the inversion. Unauthorized subtraction of discount payments are charged subsequently. In the distortion case the company is authorized to hold back further consignments and services. In case of delay in payment of the customer, the company is entitled to charge interests of 5% above the respective reference interest rate of the European Central Bank per year.
The legal added-value tax is included in all the prices.
The company is entitled to make partial deliveries.
All offers are not-binding. Consignment takes place only as long as the supply is enough. All consignment dates indicated by the company are non-binding consignment dates, unless a consignment date is expressly agreed in written form. If the buyer requires modifications or additions or if other circumstances occur after the contract award, which make an adherence to the consignment date impossible for the company, although the company is not responsible for these circumstances, then the consignment date of delivery is held off to an appropriate period. If the company is impeded to fulfil the contract in time, through disturbances in provision, fabrication or consignment, the standard principles of law apply with the condition, that the customer can set a respite of 6 weeks after one month. If the disregard of an obligatory consignment date of delivery is dependent provably on mobilization, war, riot or lockout or on other circumstances, which are, according to the standard principles of law, not represented by the company, then the consignment time limit is extended appropriately. The customer can withdraw from the contract, if he sets an appropriate respite. The resignation has to take place in written form, if the company does not fulfil the contract within the respite. If the company cannot fulfil the contract because of the named reasons, it is freed from its obligation of consignment.
The costs for the dispatch and the transport insurance are in principle to be payed by the customer , whereby the choice of the dispatch type lies in the free discretion of the company. The customer is obligated to examine the product immediately after the arrival and to announce recognizable transport damages as well as any damage of the packing immediately in written form to the company. The same applies to hidden damages. If the company, due to the omission of this obligation, loses its requirements obverse the insurance or the sub distributor, then the customer is responsible for all costs, which result from this violation of obligation. The customer has to face this danger, as soon as the product leaves the factory or the storage of the company.
The supplied product remains up to the complete payment of all demands of the company resulting from the business relation with the customer in main and secondary matter, property of the company. The customer is obligated to insure the products standing under reservation of proprietary rights of the company duly (i.e. theft, fire, water and low current insurance) and to prove such an insurance to the company if required. In the case of loss the insurance claim of the customer applies as assigned to the company. The customer is not authorized to dispose of the things standing under the proprietary rights. In case of attachment or sequestration, the customer has to inform the company immediately in written form and has to indicate the reservation of proprietary rights of the company to third persons in appropriate form. If the customer nevertheless sold the consignment articles and the company approved this, the customer assigns all requirements against his buyer to the company at the time of closing the contract. The customer is obligated to hand out to the company all information necessary for the assertion of these rights and to care for the necessary co-operation actions.
The company is liable if gross carelessness occured according to the judicial norms. In case of slight fault, the company is only liable, if a substantial contract obligation (cardinal obligation) is hurt or a case of delay or impossibility occurs. In the case of liability because of slight fault, the liability is limited to damages, which is foreseeable and/or typical. This limitation of liability applies with liability because of slight fault also in the case of an initial inability on sides of the company. A liability for the absence of assured characteristics, because of bad cunning, for personal injuries, lack of titles and after the Product Liability Act remains unaffected.
In case of demands of the company from guarantee or liability, a contributory negligence of the customer is to be considered appropriately, in particular concerning insufficient error messages or insufficient data protection. Insufficient data protection is present in particular, if the customer missed to arrange appropriate precautions against effects from the outside, especially computer viruses and other phenomena, which can endanger single data or the entire database.
The company guarantees that the products possess the characteristics assured in the contract and are not afflicted with lacks, which annihilate or reduce the value or the fitness of the usual or the use defined in the contract. An insignificant reduction of the value or the fitness remains out of consideration.
The company and the customer are at one with each other, that the definitions and descriptions defined in the manual and/or in the price list are not a guarantee for certain characteristics of both the hardware and the software.
The warranty period is 6 months and beginning with the day of consignment. During this warranty period the customer has to announce arising lack immediately in written form to the company. The guarantee does not cover the removal of errors, which result from normal abrasion, external influences or operating errors. The guarantee is void, as far as the customer, without agreement of the company, changes equipment, elements or additional arrangements or lets them change through third persons, unless the customer provides the full proof that the lacks still in conversation, are neither completely nor partly caused by modifications like these and that the removal of these lacks is not hardened by these modifications. The company can, in context of a warranty duty, repair or exchange faulty equipment, elements, additional devices or parts. The customer has to remove programs (incl. application programs, data, storages, modifications and rebuildings to the necessary extent. The customer is obligated to grant to the company the necessary time and opportunity for the execution of the improvements. When the improvement efforts for the same error or in direct connection to this error have twice failed, the customer can require for free choice changing or reduction. The same applies, if due to special serious circumstances in the individual case, a second rework attempt cannot be expected of the customer.
If the customer claimed the company because of warranty, and it turned that either no lack is present or the claimed lack does not obligate the company to the warranty, then the customer must, if he has to represent the claim of the company badly negligently or intentionally, replace bear all efforts arisen to the company.
Immediately after installation, defect removal work, maintenance or any other interferences of the company concerning the EDP-system, the customer will immediately accomplish an examination, whether the operability is still given to data security, and fix the result in written form.
The instructions in the manual/documentation and/or advertising material, which refer to expandabilities of a product or to available accessories, are not obligatory, in particular because the products can be subject to constant adjustment and can also refer to future developments.
The consingment of operating instructions in English language is admissible, if the contractual subject is not yet completely located for the respective market. The same applies, if the contractual subject is generally only available in English version.
The customer will examine standard software immediately after consignment and tell obvious faults immetiately to the salesman in written form.
The company ensures for a period of 6 months starting from the day of the consignment, that software delivered from the company is essentially free from material and producing faults and works essentially following the accompanying manual. It is well-known the customer that after the state of the art, errors in programs cannot be excluded. In the case of an entitled notice of defect the company reserves for itself to make amendments. When the amendment has twice failed for the same error or for errors in direct connection to this, the customer can require freely changing or reduction. The same applies, if due to special serious circumstances of this individual case a second amendment cannot be expected of the customer. Each further warranty, in particular for that the software is suitable for the user, is expressly excluded.
If the customer claimed the company because of warranty, and it turned that either no lack is present or the claimed lack does not obligate the company to the warranty, then the customer must, if he has to represent the claim of the company badly negligently or intentionally, replace bear all efforts arisen to the company.
Immediately after installation, defect removal work, maintenance or any other interferences of the company concerning the EDV-system, the customer will immediately accomplish an examination, whether the operability is still given to data security, and fix the result in written form.
The instructions in the manual/documentation and/or advertising material, which refer to expandabilities of a product or to available accessories, are not obligatory, in particular because the products can be subject to constant adjustment and can also refer to future developments.
The consingment of operating instructions in English language is admissible, if the contractual subject is not yet completely located for the respective market. The same applies, if the contractual subject is generally only available in English version.
The company and the customer commit themselves to keep all business and trade secrets of the other side for an unlimited period secret and not to pass them to third persons or to use them in any way. The documents, designs and other information, which the other contracting party receives due to the business relation, is only allowed to use these in the context of the respective contract purpose.
The company ensures within the area of responsibility, which results from the present contract, that the products delivered by the company, can accurately process time and date information from, in and between the 20th and 21st century including the years 1999 and 2000 with consideration of leap years.
A condition for this is that the products delivered by the company are used in the sense of the present contract and the product description.
The company does not take over any warranty that the entire business and/or system environment and information technology of the customer is year-2000-able.
Products, which are not manufactured by the company, do not fall under this regulation to the Jear-2000-ability, but the data of the manufacturer about the year-2000-ability apply, but this without each guarantee.
The company does not resume any year-2000-warranty for integration services.
No year-2000-warranty is assumed for damage and/or impairments, which arise after the end of the usual service life for the contractual subject.
This year-2000-warranty limits no other rights granted in this contract, concerning subjects apart from the year 2000.
All, electronically processed registers with data, stored in the EDP system of the company on durable and constant data carrier, are certified as evidence for data communication, contracts and implemented payments between the parties.
Without expressive permission of the company, the buyer is not allowed to export the products buyed from the company, into countries outside the EEC. Besides this, the buyer has to respect all relevant export regulations, in particular those following the external trade regulation as well as, if necessary, regulations after the US right.
The buyer recognizes on that resale of any products imported from the USA are subject of the export control regulations of the United States of America, which limit the export and reimportation of hardware, software, technical data carriers and direct products of technical data carriers including services, which stand in connection with the use of these products. The buyer agrees with the fact that he exports or distributes neither directly nor indirectly imported products, information or documentations from the USA, which stand in connection with this, into any countries respective users, without requesting necessary allowance from the responsible authority. Necessary is the agreement of the American “Department of Commerce”, department for the administration of export affairs, or a comparable institution. The same applies to all applications of the user, which are limited by US regulations. These regulations refer in particular to
Countries, for which limitations apply:
Cuba, Haiti, Serbia and Montenegro, Iran, Iraq, North Korea, Syria and Vietnam.
End users, for which limitations apply:>
all end users, from which the buyer knows or whom he takes the justified assumption, that the products, which were imported from the USA, are used for the draft, development or production of rockets and/or in the rocket technology, in connection with nuclear weapons or with chemical and biological weapons;
Final consumption, for which limitations apply:
Any use of products which were imported from the USA in connection with the draft, development or production of rockets and/or the rocket technology, in connection with nuclear weapons or the weapon technology or for chemical and biological weapons.
If individual regulations of these standard business conditions should be or become totally or partly ineffective, this does not affect the validity of the remaining regulations. Rather, the place of the ineffective regulations is taken by the one, who comes closest to the intended purpose.
Special agreements are not met. Contract additions unfold their effectiveness only if they are confirmed in written form.
The customer can transfer his rights resulting from a business relation with the company only through a written consent of the company. A set-off in relation to the demand for purchase price is only possible for the customer with recognized or validly determined counterclaims.
Area of jurisdiction is, as far as legally permissible, the registered office of the company in the Federal Republic of Germany. It applies excluding German right.