Content
§ 1 General, Scope

§ 2 Conclusion of contract

§ 3 Retention of Title

§ 4 Remuneration

§ 5 Transfer of risk

§ 6 Delivery time, delay in delivery

§ 7 Nature of the Software, Right of Use

§ 8 Loading and Running of the Program, Backup Copies

§ 9 Correction of errors

§ 10 Transfer and subletting

§ 11 Warranty

§ 12 Liability

§ 13 Statute of Limitations

§ 14 Data protection

§ 15 Special features when purchasing from us

§ 16 Final Provisions

§ 1 General, Scope
1. The terms and conditions apply to all current and future business relationships with entrepreneurs for all software deliveries and services, including support and maintenance by us. Entrepreneurs within the meaning of these terms and conditions are natural or legal persons or partnerships with legal capacity with whom we enter into a business relationship, who act in the exercise of a commercial or self-employed professional activity. Deviating, conflicting or supplementary general terms and conditions do not become part of the contract, even if they are known, unless their validity is expressly agreed to in writing. In the case of the procurement of computer hardware, including accessories and system software, as well as software created by third parties, we do not become a contractual partner of the client. In this respect, the supplier’s terms and conditions of contract shall apply. We will only become a contractual partner under the corresponding validity of our terms and conditions if we have agreed this in writing with our contractual partner.

§ 2 Conclusion of contract
1. Our offers are non-binding.2. By ordering goods, the customer declares bindingly that he wishes to purchase the ordered goods. We are entitled to accept the contract offer contained in the order within two weeks of receipt by us. Acceptance may be declared by the delivery of the goods or the provision of the service, or by us confirming the customer’s acceptance of his order in writing.3. The conclusion of the contract is subject to the correct and timely self-supply by our suppliers. This only applies in the event that we are not responsible for the non-delivery, in particular in the case of concluding a congruent hedging transaction with our supplier. The customer will be informed immediately of the unavailability of the service. The consideration will be refunded immediately.

§ 3 Retention of Title
1. We reserve the right of ownership of the goods until all claims arising from an ongoing business relationship have been paid in full.2. The customer is obliged to handle the goods with care. If maintenance and inspection work is required, the customer must carry it out regularly at its own expense.3. The customer is obliged to inform us immediately of any access to the goods by third parties, for example in the event of seizure, as well as any damage or destruction of the goods. The customer must notify us immediately of any change of ownership of the goods as well as of his own change of residence.4. We are entitled to withdraw from the contract and demand the return of the goods in the event of a breach of contract by the customer, in particular in the event of default of payment or in the event of a breach of an obligation pursuant to paragraphs 2 and 3 of this provision.

§ 4 Remuneration
1. The offered purchase price is binding. Prices are exclusive of VAT and are valid ex works without packaging. In the case of a mail-order purchase, the price is exclusive of the shipping fee.2. The customer undertakes to pay the purchase price within 10 days of receipt of the goods. At the end of this period, the customer is in default of payment. During the period of default, interest shall be payable on a monetary debt of 8% p.a. above the base interest rate. We reserve the right to prove and assert a higher damage caused by delay.3. The customer has a right to offset only if his counterclaims have been legally established or have been acknowledged by us. The customer can only exercise a right of retention if his counterclaim is based on the same contractual relationship.

§ 5 Transfer of risk
1. The risk of accidental loss and accidental deterioration of the goods shall pass to the customer upon handover, or, in the case of consignment purchases, upon delivery of the goods to the forwarding agent, the carrier or the person or institution otherwise designated to carry out the shipment. It is equivalent to handover if the customer is in default of acceptance.

§ 6 Delivery time, delay in delivery
1. The delivery time is determined by the agreements of the contracting parties. Compliance with them by us presupposes that all commercial and technical issues have been clarified between the contracting parties and that the customer has fulfilled all obligations incumbent on him, such as the payment of a deposit. If this is not the case, the delivery time will be extended appropriately. This does not apply to the extent that we are responsible for the delay.2. Adherence to the delivery deadline is subject to correct and timely self-delivery. We will inform you of any imminent delays as soon as possible.3. The delivery deadline is met if the object of the contract has left the factory by its expiry or if the readiness for dispatch has been reported. Insofar as an acceptance is to be carried out, the date of acceptance is decisive – except in the case of justified refusal of acceptance – alternatively the notification of readiness for acceptance. If the shipment or acceptance of the object of the contract is delayed for reasons for which the customer is responsible, the costs incurred by the customer will be charged for the costs incurred as a result of the delay, starting one month after notification of readiness for dispatch or acceptance. If the non-compliance with the delivery time is due to force majeure, labour disputes or other events beyond the supplier’s control, the delivery time shall be extended appropriately. We will notify the customer of the beginning and end of such circumstances as soon as reasonably practicable.6. The customer may withdraw from the contract without setting a deadline if the entire service becomes definitively impossible for us before the transfer of risk. In addition, the customer may withdraw from the contract if the execution of part of the delivery becomes impossible in the case of an order and he has a legitimate interest in the rejection of the partial delivery. If this is not the case, the customer must pay the contract price for the partial delivery. The same applies in the event of inability on the part of the supplier. If the impossibility or impossibility occurs during the default of acceptance, or if the customer is solely or largely responsible for these circumstances, he remains obliged to provide consideration. If we are in default and the customer suffers damage as a result, he is entitled to demand a lump sum compensation for delay. It shall be 0.5% for each full week of delay, but not more than 5% in total of the value of that part of the total delivery which cannot be used on time or in accordance with the contract as a result of the delay. If the customer sets us a reasonable deadline for performance after the due date – taking into account the statutory exceptions – and the deadline is not met, the customer is entitled to withdraw within the framework of the statutory provisions.

§ 7 Nature of the Software, Right of Use
1. The documentation is decisive for the agreed quality. The intended use is determined by the functional description/product description.2. We grant the customer an unlimited, non-exclusive right to use the software.3. The right of use is limited to the following acts of use within the scope of normal use. a. the installation of the Software and the making of backup copies in accordance with Section 8(2) of these Regulations; b. loading the Software into memory and running it in accordance with Section 8(1) of these Provisions; c. necessary actions in the context of a correction of errors in accordance with § 9 of these provisions below.4. Outside of these actions, the customer may not make any modifications, translations or reproductions of the software, even partially or temporarily, of any kind and by any means, on the basis of copyright protection. The printout of the program code also constitutes an inadmissible reproduction.

§ 8 Loading and Running of the Program, Backup Copies
1. The customer may load the software into the working memory and run it there.2. The customer is also entitled to make backup copies within the framework of the security measures customary in his company.

§ 9 Correction of errors
1. According to § 69 d paragraph 1 of the Copyright Act, the customer may correct errors in the software and make necessary changes and reproductions in this context if a. the properties of the software deviate from the description in the documentation, or the software cannot perform its objectively intended task and b. in addition, the operation of the software is not only insignificantly disturbed. We must be notified of the existence of such an error. If we correct the error within a reasonable period of time, corrections of errors by the customer are not permitted.3. The customer may not make any improvements beyond a correction of errors.4. Changes made by the customer must be documented and communicated to us.

§ 10 Transfer and subletting
1. The customer may only pass on the software to third parties in its entirety as it was handed over to him, i.e. the original data carrier including the documentation and only with simultaneous transfer of the right of use. The prerequisite for this is that the transferee agrees to the previous terms and conditions of the contract. It is not permissible to transmit the program by dubbing it over in any form.3. In the event of disclosure to third parties, all copies of the software must be rendered completely and irreversibly unusable by the customer. The customer must inform us immediately of the transfer to third parties and the transferee (person and address).5. The customer is prohibited from subletting, i.e. temporary leasing for a fee. The customer must store the software in such a way that unauthorized persons do not have access to it.

§ 11 Warranty
1. In the event of defects complained of by the customer, we will rectify them free of charge. At our discretion, subsequent performance can be effected by remedying defects in the software or by resupplying the software or individual parts of the software. The customer is then entitled to a new delivery of the software if it is unreasonable for him to remedy the defects.2. The customer is obliged to inspect the software immediately after delivery, as far as possible and reasonable, for any obvious defects. Obvious deficiencies found during the inspection must be reported to us immediately after discovery, if possible in writing and documented in a comprehensible manner. If discovered defects are not reported immediately, the customer can no longer assert warranty claims due to these defects.3. In the event of withdrawal from the contract, the customer shall be liable for a reasonable usage fee for the period up to the date of withdrawal, which shall be calculated on the basis of a straight-line four-year depreciation. Insofar as the above provisions on the conditions and consequences of subsequent performance, reduction and withdrawal do not contain any or no deviating provisions, the statutory provisions on these rights shall apply. The customer is not entitled to any warranty claims if the customer himself has changed the software or has had it modified by third parties, unless the customer can prove that his modification does not significantly complicate the analysis and processing expenses on our part and that the defect of the software was adhering to him at the time of delivery. The Customer’s claim for damages is defined in § 12 of these Terms and Conditions.

§ 12 Liability
1. If the software cannot be used by the customer in accordance with the contract due to our fault as a result of our failure or incorrect execution of suggestions and consultations made before or after the conclusion of the contract or due to the violation of other contractual breaches of ancillary obligations – in particular instructions for the operation and maintenance of the delivery item – the provisions of § 11 (warranty) and § 12 paragraph 2 of these provisions shall apply to the exclusion of further claims by the customer 2. For damages that have not occurred to the delivery item itself, we are liable – for whatever legal reasons – only a. in the event of intent; b. in the event of gross negligence on the part of the owner/organs or officers; c. in the event of culpable injury to life, limb or health; d. in the event of defects and other circumstances that we have fraudulently concealed; e. in the event of defects, the absence of which we have guaranteed, or insofar as we have given a guarantee for the quality or any other guarantee.3. In the event of culpable breach of essential contractual obligations, we shall also be liable in the event of gross negligence on the part of non-executive employees and in the event of slight negligence, in the latter case limited to the reasonably foreseeable damage typical of the contract. Further claims, in particular strict liability, are excluded. Liability under the Product Liability Act remains unaffected.

§ 13 Statute of Limitations
1. All claims of the customer – for whatever legal reasons – shall become statute-barred after twelve months.2. In the cases referred to in § 12 (2) (a) to (e), the statutory time limits apply to all claims.

§ 14 Data protection
The customer expressly consents to the collection, processing and use of personal data. He has the right to revoke consent at any time with effect for the future.

§ 15 Special features when purchasing from us
1. In the event of a delay in delivery or final non-delivery on the part of the Supplier, the Supplier shall pay us a lump sum for damages amounting to 20% of the purchase price of the goods with the delivery of which the Supplier is in default or whose delivery is definitively not made. The compensation payment is correspondingly higher or lower if we prove a higher damage or the supplier a lower damage.2. If, after we have already been in default, the supplier sets us a reasonable grace period with the threat of rejection, he is entitled to withdraw from the contract after the fruitless expiry of this grace period; The supplier shall only be entitled to claims for damages due to non-performance in the amount of the foreseeable damage if the delay is due to intent or gross negligence; otherwise, liability for damages is limited to 50% of the damage incurred. However, this limitation of liability does not apply if a commercial fixed transaction has been agreed. We are obliged to inspect the goods within a reasonable period of time; the complaint is timely, provided that it is received by the supplier within a period of 2 weeks. Unless otherwise agreed in writing, we will pay the purchase price within 14 days, calculated from delivery and receipt of the invoice, with a 2% discount or within 30 days after receipt of the invoice net.5. Insofar as the supplier is responsible for product damage, he is obliged to indemnify us against claims for damages by third parties on first demand insofar as the cause is within his sphere of control and organization and he himself is liable in external relations. In this context, the supplier is also obliged to reimburse any expenses arising out of or in connection with a recall campaign carried out by us. We will inform the supplier about the content and scope of the recall measures to be carried out – as far as possible and reasonable – and give him the opportunity to comment. The supplier is responsible for ensuring that no rights of third parties within the Federal Republic of Germany are infringed in connection with his delivery. If we are sued by a third party for this reason, the supplier is obliged to indemnify us against these claims upon first request; we are not entitled to enter into any agreements with the third party – without the consent of the supplier – in particular to conclude a settlement. This indemnification obligation of the supplier refers to all expenses that we necessarily incur from or in connection with the claim by a third party.

§ 16 Final Provisions
1. The law of the Federal Republic of Germany shall apply. The provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply.2. If the customer is a merchant, a legal entity under public law or a special fund under public law, our place of business is the place of performance and jurisdiction, unless otherwise stated in the order confirmation; however, we are also entitled to sue our contractual partner at their place of jurisdiction.3. Should individual provisions of the contract with the customer, including these General Terms and Conditions, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision is to be replaced by a provision whose economic success comes as close as possible to that of the invalid one.