This English version is provided for convenience only. In case of any discrepancy, the German version shall prevail.
1.1 Our offers, services and deliveries are made exclusively on the basis of these terms and conditions. These terms are deemed accepted at the latest upon receipt of the goods or services. We hereby expressly object to any counter-confirmations referring to the customer’s own terms and conditions.
1.2 Individual agreements made in writing take precedence over these terms and conditions.
2.1 Our offers are always subject to change and non-binding.
2.2 We reserve the right to technical and design deviations from descriptions and information in brochures and written documents, as well as changes in the course of technical progress, without any rights against us arising from this.
3.1 All prices are ex our registered office in Filderstadt. Agreements to the contrary must be confirmed in writing.
3.2 Prices clearly aimed exclusively at business customers are, in case of doubt, exclusive of the statutory VAT applicable at the time.
4.1 The dates and deadlines stated by us are non-binding unless expressly agreed otherwise in writing.
4.2 All delivery commitments and dates are subject to correct and timely delivery to us by our own suppliers. Partial deliveries are permitted.
4.3 Delays in delivery and performance due to force majeure and/or events that make performance significantly more difficult or impossible for us, e.g. operational disruptions, strikes, difficulties in procuring materials, official orders etc., entitle us to postpone delivery for the duration of the hindrance plus a reasonable start-up period, or to withdraw from the contract in whole or in part with respect to the part not yet fulfilled.
4.4 Otherwise, we shall only be in default once the customer has set us a grace period of at least 1 month in writing. In the event of default, the customer is entitled to compensation for default of 0.5 % for each full week of default, but in total no more than 5 % of the invoice value of the deliveries and services affected by the default. Any further claims, in particular claims for damages of any kind, are excluded.
5.1 The warranty period is 12 months from the transfer of risk.
5.2 Any warranty shall lapse if operating instructions are not followed or if changes are made to the products.
5.3 The customer must notify us of defects in writing within 2 weeks of handover. Defects that cannot be discovered within this period even with careful inspection must be notified in writing within 2 weeks of discovery.
5.4 As a rule, the customer may initially only demand rectification. Further warranty rights may only be asserted after 2 attempts at rectification have failed.
5.5 Claims for damages of any kind, on whatever legal grounds, including damage to the user’s data, software or hardware resulting from the use of software, are excluded unless the damage was caused intentionally or through gross negligence by us or our vicarious agents. This exclusion does not apply if the damage results from a breach of a cardinal contractual obligation or from injury to life, body or health caused by us.
5.6 We are only obliged to rectify or provide replacement deliveries if the customer has fully met its own contractual obligations.
5.7 Claims against us may not be assigned without our written consent and may only be asserted by the customer itself.
6.1 We retain title to the goods delivered until all existing and future claims to which we are entitled, on whatever legal grounds, have been paid in full.
6.2 The customer is entitled to process and sell the goods subject to retention of title in the ordinary course of business, provided it is not in default. Pledging or transfer by way of security is not permitted. The customer hereby assigns to us in full, by way of security, all claims arising from the resale of the goods subject to retention of title or on any other legal grounds relating to them. We authorise the customer, revocably at any time, to collect the claims assigned to us in its own name for its own account. At our request, the customer must disclose the assignment and provide the necessary information and documents.
6.3 In the event of third-party access to the goods subject to retention of title, in particular seizure, the customer must point out our ownership and notify us immediately. Any costs incurred shall be borne by the customer.
6.4 In the event of conduct by the customer in breach of contract, in particular default in payment, we are entitled to take back the goods subject to retention of title at the customer’s expense or, where applicable, to demand assignment of the customer’s claim for surrender against third parties. Taking back or seizure of the goods subject to retention of title by us does not constitute withdrawal from the contract unless the Instalment Sales Act (Abzahlungsgesetz) applies.
7.1 Unless otherwise agreed, our invoices are payable immediately without deduction.
7.2 Notwithstanding any provisions of the customer to the contrary, we are entitled to offset payments first against the customer’s older debts. If costs and interest have already been incurred, payments shall be offset first against the costs, then against the interest and finally against the principal claim.
7.3 If the customer is in default, we are entitled to charge interest from that point onwards at the usual bank rate, but at least 5 % above the respective discount rate of the Deutsche Bundesbank.
7.4 If the customer does not meet its payment obligations in accordance with the contract or suspends its payments, or if we become aware of other circumstances that call the customer’s creditworthiness into question, we are entitled to declare the entire remaining debt due and to demand advance payments or security.
7.5 The customer is only entitled to set-off, retention or reduction, even if complaints about defects or counterclaims are asserted, if we expressly agree or if the counterclaims have been finally established by a court.
8.1 Ownership of and copyright in the software supplied by us, the printed accompanying material and all copies of the software remain with the software manufacturer. The software is protected by copyright law and international treaty provisions. The customer must therefore treat the software like any other copyrighted material, except that it may either (a) make a single copy of the software solely for backup or archiving purposes, or (b) install the software on a single computer, provided the original is kept solely for backup and archiving purposes. The customer may only copy any printed materials accompanying the software with the written permission of the software manufacturer.
8.2 The customer is obliged to inform us immediately and in writing if it is notified of an infringement of industrial property rights or copyrights by a product supplied by us. We alone are entitled and obliged to defend the customer against claims by the holder of such rights and to settle these claims at our own expense, insofar as they are attributable to the direct infringement by a product supplied by us. We shall generally endeavour to obtain for the customer the right to use the product. If this is not possible on economically reasonable terms, we shall, at our discretion, modify the product so that the property right is no longer infringed, or take the product back and refund the purchase price less compensation for the benefits derived from its use.
8.3 If the customer has modified the product supplied or integrated it into a system, or if we have designed the product in accordance with the customer’s instructions in such a way that infringements of property rights result, the customer is obliged to defend and indemnify us against claims by the holder of the infringed right.
8.4 The customer is not entitled to reverse engineer, decompile or disassemble software. The customer is entitled to permanently transfer all rights under this licence agreement, provided that it retains no copies and transfers the complete software (including all components, media, printed materials and the licence agreement). If the software is an update, any transfer must also include all previous versions of the software.
9.1 Exporting our software to non-EU countries requires our written consent, irrespective of the customer’s own obligation to comply with statutory import and export regulations.
10.1 The place of performance is Filderstadt.
10.2 In dealings with businesses, legal entities under public law and special funds under public law, Stuttgart is agreed as the place of jurisdiction, unless §§ 38, 40 of the German Code of Civil Procedure (ZPO) preclude this.
10.3 The law of the Federal Republic of Germany applies exclusively. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
11.1 Should individual provisions be or become void, invalid or contestable, they shall be interpreted or supplemented in such a way that the intended economic purpose is achieved as closely as possible in a legally permissible manner; the remaining provisions shall remain unaffected. This applies accordingly to gaps that need to be filled.