General Terms and Conditions

1.1. The company provides deliveries of products (including software) and services under the following conditions. The customer's terms and conditions deviating from these conditions are only valid if they have been expressly confirmed by the company.

1.2. Offers are subject to change and non-binding. A contract (order) with the customer is only concluded once the written order confirmation has been issued by the company. The same applies to additions, amendments or ancillary agreements. Sending an invoice is equivalent to an order confirmation. We reserve the right to make changes as a result of technical progress.

1.3. The customer is bound to his order for four weeks.

1.4. Special product descriptions and project goals must be made in writing, including signature, in order to be valid.

2.1. Unless otherwise agreed in writing, the prices are free loading point excluding packaging, shipping, transport insurance and training. The prices of the order confirmation plus statutory value added tax are decisive. Orders for which fixed prices have not been expressly agreed will be charged at the list prices valid on the day of delivery or service. On-site services such as assembly and commissioning are not included. In the event of price and cost increases between the conclusion of the contract and the agreed delivery date, the company is entitled to make an appropriate price adjustment, provided that there is a period of more than four months between the conclusion of the contract and the delivery date.

3.1. The customer acquires a simple, non-exclusive right of use for standard programs in accordance with the applicable license and use conditions. The transfer to third parties requires prior written notification to the company.

3.2. In the case of data carriers with several programs, the customer will only use the programs or modules released for him. He will also respect all other terms of use provided on program carriers or accompanying material.

3.3. The customer is obliged to inform the company in writing if he becomes aware of an infringement of industrial property and copyright rights caused by a product delivered by the company. The company is entitled to defend the customer at its own expense.

3.4. If the customer has modified the product delivered by the company or integrated it into a system, or has the company designed the product on the basis of instructions from the buyer in such a way that this results in violations of protective laws, the buyer is obliged to defend the company against claims made by the owner of the infringed right and to indemnify the company from such claims.

4.1. Invoices for “software as a service” services are due within 10 days from the date of the invoice and in advance for the service period specified in the invoice. The company reserves the right to demand advance payments or to make claims due at any time.

4.2. In the event of late payment, interest on arrears of eight percentage points above the base interest rate may be calculated in accordance with Section 247 (1) BGB. Further claims are reserved.

4.3. Offsetting or withholding is only permitted due to undisputed or legally established counterclaims by the customer.

4.4. If the customer defaults on payment, all claims made by the company against the customer are due immediately.

4.5. The customer undertakes to pay the full amount for ordered physical goods immediately after conclusion of the purchase contract. The order and delivery of the goods will only be processed after receipt of full payment.

5.1. Deadlines specified by the company, in particular delivery dates, are only binding if they have been expressly described as binding. The delivery of products, licenses and services, which are made available to the customer exclusively by download, is free of charge. The shipping costs for physical deliveries are borne by the customer. These costs are presented in detail as part of the ordering process so that the customer can take note of them.

5.2. Delivery and performance periods are extended accordingly in the event of force majeure and all other obstacles for which the company is not responsible which have a significant influence on delivery or performance, in particular in the event of a strike or lockout of suppliers to the company or its sub-contractors.

5.3. The company is entitled to make partial deliveries.

5.4. For deliveries abroad, the customer must provide all documentation that the company requires for export and import.

5.5. If acceptance is delayed, the company may demand storage fees in the amount of 0.5% of the invoice amount per commenced calendar month.

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6.1. Items delivered for test purposes (hardware, software including data carriers, documentation) are the property of the company. They may only be used by the customer on the basis of separate agreements with the company. They must be handled with care and returned to the company's registered office at any time upon request. In the case of free trial installations and demo versions, the company is only liable for intent. Technical usage restrictions contained in demo versions must not be switched off or circumvented.

7.1. The installation by the company is only carried out on the basis of separate, remuneration agreements.

7.2. The customer must provide the conditions required for the installation, including working space.

8.1. If the company installs products in accordance with the order, the customer will immediately test them. The company may require the customer to submit a declaration of acceptance if the product essentially works. Insofar as the company is not commissioned to carry out the installation, the risk is transferred to the customer upon delivery from the company's warehouse.

9.1. Unless a fixed price has been explicitly agreed, services are charged according to the price list valid at the time of order acceptance.

9.2. Changes to orders result in the cancellation of agreed dates and deadlines, unless otherwise agreed.

9.3. Information is only binding if confirmed in writing by the company.

10.1. The company reserves title to the delivered goods until full payment of the purchase price. If the customer is a registered trader, the company reserves title to the delivered goods until full payment of all claims arising or arising from the business relationship has been paid; this applies even if individual or all claims of the company have been included in a current invoice and the balance has been drawn and accepted.

10.2. The company is entitled to sell the reserved goods if necessary and to settle outstanding claims from the sale proceeds.

10.3. The customer must store reserved goods with commercial care for the company and, at his expense, provide adequate insurance against fire, water, theft and other risks of damage. The customer assigns his corresponding claims under the insurance contracts to the company as soon as this agreement is concluded. The company accepts the assignment.

10.4. The customer hereby assigns to the company all claims arising from the resale of the goods. He is revocably entitled to collect these claims. At the company's request, he must disclose the assigned claims and their debtors. The company is entitled to disclose the assignment to the customer's debtor.

10.5. The goods delivered by the company are processed or further processed for the company. The company acquires ownership rights in the amount of the market value of the reserved goods existing during processing or further processing.

10.6. When combining the reserved goods with other objects, the company acquires joint ownership of the new item in proportion of the value of the reserved goods to the other items at the time of processing.

10.7. If the customer acts contrary to the contract — in particular default of payment — or an expected cessation of payment, the company is entitled to take back the reserved goods at the customer's expense or to demand the assignment of any claims the customer may have to surrender to third parties. These rights exist even if the secured claim is time-barred.

10.8. If the company has a right of return in accordance with Section 10 (7) of these General Terms and Conditions, the company is entitled to collect the reserved goods still in the customer's possession. The customer must allow company employees authorized to collect the reserved goods access to the business premises during office hours — even without prior notice.

10.9. The exercise of rights arising from the retention of title or the assertion of a request for surrender is not considered a withdrawal from the contract.

10.10.The retention of title will be released at the customer's request to the extent that the security value exceeds the claim to be secured by more than 20%.

Unless otherwise stated in this privacy policy, we will only store and process your data for as long as necessary to fulfill our contractual or legal obligations11.1. Defects must be reported in writing by the buyer immediately, at the latest within ten days of receipt of the goods. Hidden defects that are not discovered within this period must be reported immediately after discovery.

11.2. The company reserves the right to repair or exchange defective goods. Multiple improvements are permitted.

11.3. Requests for rectification must be made in writing. They must contain a detailed description of the reported defect. After receipt of this complaint, the company may, at its own discretion, either provide information on how to correct the error or take other measures suitable for troubleshooting, such as sending data carriers or information sheets that allow the fault to be corrected. There is no right to rectification.

11.4. As long as the company takes the measures described above to remedy the defects by repairing or replacing them with defect-free goods, the customer has no right to demand a reduction in remuneration (reduction) or to withdraw from the contract, unless the repair has failed.

11.5. Any warranty for products that have been modified or used by the customer contrary to the company's specification is void.

n or is necessary for the purposes for which the data was collected.

We will then delete the data immediately, unless we still need the data until the expiry of the statutory limitation period for evidentiary purposes for civil claims or due to legal storage obligations. Even after that, we may still need to store your data for accounting reasons. We are obliged to do so due to legal documentation requirements, which may result from the Commercial Code, the Tax Code, the Banking Act, the Money Laundering Act and the Securities Trading Act. The deadlines for storing documents specified there are two to ten years. In such cases, the processing of the data is restricted so that it is no longer processed for further purposes.

The legal basis for this data processing for the purpose of fulfilling legal documentation and storage obligations is Art. 6 para. 1 lit.c) GDPR. If we store your data to ensure legitimate interests, the legal basis is Art. 6 para. 1 lit. f) GDPR.

12.1. The company is liable for any negligent or intentional breach of main contractual obligations (cardinal obligations), in particular duties whose breach would jeopardize the purpose of the contract, would undermine essential rights of the customer or essential obligations of the company and of obligations that make proper contract execution possible in the first place.

12.2. Otherwise, the company is only liable for intentional or grossly negligent conduct by the company, its legal representatives or vicarious agents. This also applies to all cases of impossibility, default, positive breach of contract, tort claims and fault upon conclusion of contract.

12.3. The company's liability for damages is limited to foreseeable damage typical of the contract, unless the company is liable for grossly negligent or intentional breach of cardinal obligations.

12.4. The above limitations of liability do not apply if the company is liable under the Product Liability Act or from other producer liability. They also do not apply to liability based on a guarantee assumed by the company or to liability due to injury to life, body or health. The above limitations of liability still do not apply insofar as the company is covered by liability insurance.

Customers and order data are kept confidential by the company and only stored, processed, used and passed on to third parties to the extent necessary for the proper execution of the contract. The provisions of the Data Protection Act are followed.

14.1. These conditions remain binding in their remaining parts even if individual or several provisions are ineffective. Ineffective conditions must be replaced by a provision that comes as close as possible to the intended economic success.

14.2. Amendments to these conditions and confirmed orders must be made in writing.

14.3. Only the law of the Federal Republic of Germany applies. The Vienna UNCITRAL Convention on International Contracts for Goods of 11.04.1980 and the application of the “Uniform Act on the International Purchase of Movable Property” (ECG) and the “Uniform Act on the Conclusion of International Sales Contracts for Movable Property” are expressly excluded.

14.4. The place of jurisdiction and fulfilment is Munich, insofar as the customer is a merchant or does not have a habitual residence in the Federal Republic of Germany. The German version of this agreement is binding for interpretation.