Terms and Conditions

General sales, delivery and payment conditions
Article I: General Provisions
1. For the legal relationships between the supplier and the customer
In connection with the deliveries and/or services of the supplier (hereinafter: deliveries), these General Terms and Conditions (GTC) apply exclusively.
The purchaser’s general terms and conditions only apply to the extent that the supplier has expressly agreed to them in writing. The mutually agreed written declarations are decisive for the scope of deliveries.
2. The supplier reserves unrestricted ownership and copyright use and exploitation rights to cost estimates, drawings and other documents
(hereinafter: documents).
The documents may only be made accessible to third parties with the prior consent of the supplier and, if the order is not given to the supplier, must
be returned to the supplier immediately upon request.
Sentences 1 and 2 apply accordingly to the purchaser’s documents; However, these may be made available to third parties to whom the supplier has lawfully transferred deliveries.

3. The customer has the non-exclusive right to use standard software
and firmware with the agreed performance features in an
unchanged form on the agreed devices.
The customer may create a backup copy of the standard software without an express agreement.
4. Partial deliveries are permitted as long as they are reasonable for the purchaser.
5. The term “claims for damages” in these General Terms and Conditions also includes claims for reimbursement of wasted expenses.
Article II: Prices, payment terms and set-off

1. The prices are ex works and exclude packaging plus the applicable statutory sales tax for commercial customers; prices for private customers include the currently applicable sales tax.
2. If the supplier has taken over the installation or assembly and nothing else has been agreed, the purchaser will bear all necessary additional costs such as
travel and transport costs as well as expenses in addition to the agreed remuneration.
3. Payments are to be made free of charge to the supplier’s paying office.

4. The customer can only offset claims that are undisputed or legally
established.

Article III: Retention of Title
3. Payments are to be made free of charge to the supplier’s paying office.
The documents may only be made accessible to third parties with the prior
consent of the supplier and, if the order is not given to the supplier, must
be returned to the supplier immediately upon request.
2. The supplier reserves unrestricted ownership and copyright use and
exploitation rights to cost estimates, drawings and other documents
(hereinafter: documents).
2. If the supplier has taken over the installation or assembly and nothing else has
been agreed, the purchaser will bear all necessary additional costs such as
travel and transport costs as well as expenses in addition to the agreed remuneration.
The purchaser’s general terms and conditions only apply to the extent that the
supplier has expressly agreed to them in writing. The mutually agreed written
declarations are decisive for the scope of deliveries.
1. The prices are ex works and exclude packaging plus the applicable statutory
sales tax for commercial customers; prices for private customers include the
currently applicable sales tax.
Article II: Prices, payment terms and set-off
In connection with the deliveries and/or services of the supplier (hereinafter:
deliveries), these General Terms and Conditions (GTC) apply exclusively.
1. For the legal relationships between the supplier and the customer
5. The term “claims for damages” in these General Terms and Conditions also
includes claims for reimbursement of wasted expenses.
4. Partial deliveries are permitted as long as they are reasonable for the purchaser.
Article I: General Provisions
General sales, delivery and payment conditions
The customer may create a backup copy of the standard software without an
express agreement.
3. The customer has the non-exclusive right to use standard software
and firmware with the agreed performance features in an
unchanged form on the agreed devices.
Sentences 1 and 2 apply accordingly to the purchaser’s documents; However,
these may be made available to third parties to whom the supplier has
lawfully transferred deliveries.
c) The regulation on the assignment of claims according to No. 3 also
applies to the new item. However, the assignment only applies up to the
amount that corresponds to the value of the processed, combined
or mixed reserved goods invoiced by the supplier.
3. If the purchaser resells reserved goods, he now assigns his future
claims from the resale against his customers with all ancillary rights –
including any balance claims – to the supplier as security, without the need
for any further special declarations. If the reserved goods are resold
together with other items without any liability for the reserved goods
d) If the purchaser combines the reserved goods with real estate or
If an individual price has been agreed, the purchaser assigns to the
supplier that part of the total price claim that corresponds to the
price of the reserved goods invoiced by the supplier.
1. The items delivered (reserved goods) remain the property of the
supplier until all claims against the customer arising from the business
relationship have been fulfilled. If the value of all security rights to
which the supplier is entitled exceeds the amount of all secured claims
by more than 20%, the supplier will, at the purchaser’s request, receive a
corresponding portion of the security rights
release; The supplier has the choice between different security
interests when releasing the goods.
4. a) The purchaser is permitted to process the reserved goods or to mix or
combine them with other items. Processing is carried out for the
supplier. The customer shall store the resulting new item for the
supplier with the care of a prudent businessman. The new item
is regarded as reserved goods.
b) The supplier and the purchaser already agree that if it is combined
or mixed with other items that do not belong to the supplier, the supplier is
in any case entitled to co-ownership of the new item in the amount that
arises from the ratio of the value of the combined items or mixed reserved
goods result in the value of the remaining goods at the time of
combining or mixing. In this respect, the new item is considered reserved
goods.
2. While the retention of title exists, the purchaser is prohibited from pledging
or transferring the property as security and resale is only
permitted to resellers in the normal course of business and only on the
condition that the reseller receives payment from its customer or
makes the reservation that the property will first be transferred to the
customer transferred when he has fulfilled his payment
obligations.
7. In the event of breaches of duty by the purchaser, in
particular in the event of late payment, the supplier is entitled to
withdraw from the contract in addition to taking back the contract
after a reasonable deadline set for the purchaser has expired without
success; The legal provisions regarding the dispensability of setting a
deadline remain unaffected. The purchaser is bound to the
publishing. In the withdrawal or assertion of the
Article IV: Deadlines for deliveries; Default
6. In the event of seizures, confiscations or other orders or interventions
by third parties, the purchaser must notify the supplier
immediately. If a legitimate interest can be credibly demonstrated, the
purchaser must immediately provide the supplier with the information
necessary to assert his rights against the customer and hand over the
necessary documents.
Retention of title or seizure of the reserved goods by the supplier does not
constitute a withdrawal from the contract, unless the supplier has expressly
declared this.
1. Compliance with deadlines for deliveries requires the timely receipt
of all documents to be provided by the purchaser, necessary approvals and
releases, in particular plans, as well as compliance with the agreed
payment terms and other obligations by the purchaser. If these
requirements are not met in a timely manner, the deadlines
will be extended appropriately; this does not apply if the supplier is
responsible for the delay.
movable items, then, without the need for any further special
explanations, he also assigns his claim, which he is entitled to as
compensation for the connection, with all ancillary rights as security in the
amount of the ratio of the value of the connected reserved goods to the other
connected goods at the time of the connection to the supplier.
5. Until revoked, the purchaser is authorized to collect assigned
claims from the resale. If there is an important reason, in particular
late payment, suspension of payments, opening of
insolvency proceedings, protest of a bill of exchange or justified indications
of over-indebtedness or impending insolvency of the purchaser, the supplier
is entitled to revoke the purchaser’s authorization to collect. In
addition, the supplier may, after prior warning and within a reasonable
period of time, disclose the assignment as security, exploit the
assigned claims and demand that the purchaser disclose the assignment as
security to the customer.
however, a total of 5% will be charged. The contracting parties are at
liberty to provide evidence of higher or lower storage costs.
c) Obstacles due to German, US American and other applicable
national, EU or international regulations of foreign trade law or due to other
circumstances for which the supplier is not responsible, or
is. A change in the burden of proof to the detriment of the purchaser is not
associated with the above regulations.
Article V: Transfer of risk
1. Even in the case of freight-free delivery, the risk is transferred to the
purchaser as follows:
d) if the supplier does not deliver on time or properly, the deadlines are
extended accordingly.
a) when delivered without installation or assembly when shipping
5. At the supplier’s request, the purchaser is obliged to declare within a
reasonable period of time whether he is withdrawing from the contract
due to the delay in delivery or insisting on delivery.
a) force majeure, e.g. B. mobilization, war, acts of terrorism, riots,
pandemics or similar events (e.g. strike, lockout),
3. If the supplier is in default, the purchaser can – provided he credibly
demonstrates that he has suffered damage as a result – compensation of
0.5% for each completed week of delay, but a maximum of 5% of the price
for the part in total of the deliveries, which could not be used appropriately
due to the delay.
2. Is the non-compliance with the deadlines due to
b) Virus and other attacks by third parties on the supplier’s IT system,
insofar as these occurred despite compliance with the usual care for
protective measures,
6. If shipping or delivery is delayed at the request of the purchaser by more
than one month after notification of readiness for dispatch, the purchaser
may be entitled to a storage fee of 0.5% of the price of the items delivered
for each additional month or part thereof, at most
4. Both claims for damages by the purchaser due to delay in delivery and
claims for damages in lieu of performance that go beyond the limits stated
in No. 3 are excluded in all cases of delayed delivery, even after expiry
of any delivery deadline set for the supplier. This does not apply if liability
arises in cases of intent, gross negligence or injury to life, body or health.
The purchaser can only withdraw from the contract within the framework
of the legal provisions if the delay in delivery is the responsibility of the supplier
2. Before the installation work begins, the customer must provide the
necessary information about the location of concealed electricity, gas,
water pipes or similar systems as well as the required static
information without being asked.
Article VI: Installation and Assembly
c) Energy and water at the point of use including connections, heating
and lighting;
3. Before the installation or assembly begins, the supplies and items
required to start the work must be at the installation or assembly site and all
preparatory work must have progressed to such an extent that the
installation or assembly can be carried out as agreed
can be started and carried out without interruption. Directions
Unless otherwise agreed in writing, the following provisions apply to
installation and assembly: 1.
d) at the assembly site for the storage of machine parts, equipment,
materials, tools, etc., there are sufficiently large, suitable, dry and lockable
rooms and appropriate work and recreation rooms for the assembly
personnel, including sanitary facilities appropriate to the
circumstances; In addition, to protect the property of the supplier and the
assembly personnel on the construction site, the purchaser must take the
measures that he would take to protect his own property;
b) for delivery with installation or assembly on the day of takeover into the
company’s own company or, if agreed, after successful trial operation.
a) all earthworks, construction and other non-industry ancillary
work, including the skilled and auxiliary staff, building materials and tools
required for this;
has been brought or picked up. At the request and expense of the purchaser,
the delivery will be insured by the supplier against the usual transport
risks;
2. If the dispatch, delivery, start, execution of installation or assembly,
takeover into the company’s own company or trial operation is delayed
for reasons for which the purchaser is responsible or if the purchaser
defaults on acceptance for other reasons, the risk is assumed the purchaser.
e) Protective clothing and protective devices required due to special
circumstances of the assembly site.
b) the items and materials required for assembly and
commissioning, such as scaffolding, lifting gear and other devices, fuels
and lubricants;
4. In the event of claims for defects, payments by the purchaser may be made in one
Article VIII: Material Defects
The purchaser may not refuse to accept deliveries due to insignificant
defects.
3. Notices of defects by the purchaser must be made immediately in writing.
Article VII: Receipt
Claims for reimbursement of expenses by the purchaser in accordance with
Section 445a of the German Civil Code (recourse by the seller) also expire
after 12 months from the start of the statutory limitation period, provided that the last
contract in the supply chain is not a purchase of consumer goods. The legal
regulations regarding suspension, suspension and restart of the deadlines
remain unaffected.
– in the event of fraudulent concealment of the defect, and – in the event of noncompliance
with a quality guarantee.
6. If the supplier demands acceptance of the delivery after completion, the purchaser
must do this within two weeks. Acceptance is deemed to be the same if the
purchaser allows the two-week period to elapse or if the delivery has been
put into use – if necessary after completion of an agreed test phase.
– with intent,
5. The purchaser must immediately confirm to the supplier on a weekly basis the
duration of the assembly staff’s working hours and the completion of installation,
assembly or commissioning.
– insofar as the law prescribes longer deadlines in accordance with Sections 438 Paragraph 1
No. 2 (Buildings and Items for Buildings) and 634a Paragraph 1 No. 2 (Construction
Defects) BGB,
4. If the installation, assembly or commissioning is delayed due to circumstances
for which the supplier is not responsible, the purchaser must bear the costs
for waiting times and additional travel required by the supplier or the
assembly personnel to an appropriate extent.
Paths and the installation or assembly site must be leveled and cleared.
2. Claims for supplementary performance expire 12 months from the start of the
statutory limitation period; The same applies to withdrawal and reduction. This deadline
does not apply:
1. At the supplier’s discretion, all parts or services that exhibit a material defect
must be repaired, re-delivered or re-performed free of charge, provided that the
cause of the defect already existed at the time of transfer of risk.
The supplier is liable for material defects as follows:
7. Claims for defects do not apply if there is only an insignificant deviation from the agreed
quality, if there is only an insignificant impairment of usability, in the case of natural
wear and tear or damage that occurs after the transfer of risk as a result of incorrect or
negligent handling, excessive stress, unsuitable operating resources, defective
construction work, unsuitable building ground or the due to special external influences
that are not assumed under the contract, as well as non-reproducible software
errors. If the customer or third parties carry out improper changes, installation/
dismantling or repair work, there are no claims for defects for these or the resulting
consequences.
An amount that is proportionate to the material defects that have occurred must be
retained. The purchaser has no right of retention if his claims for defects have expired.
If the notification of defects was made incorrectly, the supplier is entitled to demand
reimbursement from the purchaser for the expenses incurred.
8. Claims by the purchaser due to the expenses required for the purpose of
supplementary performance are excluded to the extent that the expenses
increase because the item of delivery was subsequently moved to a location
other than the purchaser’s branch, unless the shipment corresponds to his intended
use. This applies accordingly to the purchaser’s claims for reimbursement of
expenses in accordance with Section 445a of the German Civil Code
(seller’s recourse), provided that the last contract in the supply chain is not a
purchase of consumer goods.
9. The purchaser’s recourse claims against the supplier in accordance with § 445a
BGB (seller’s recourse) only exist to the extent that the purchaser has not made any
agreements with his buyer that go beyond the statutory claims for defects.
5. The supplier must be given the opportunity to supplementary performance within a
reasonable period of time.
10. Claims for damages by the customer due to a material defect are excluded. This
does not apply in the event of fraudulent concealment of the defect, non-compliance
with a quality guarantee, injury to life, body or health and in the event of an intentional or
grossly negligent breach of duty by the supplier. A change in the burden of proof to the
detriment of the purchaser is not associated with the above regulations. More advanced
or different than this
6. If subsequent performance fails, the customer can withdraw from the contract
or reduce the remuneration – without prejudice to any claims for damages in
accordance with No. 10.
a) The supplier will, at his discretion and at his own expense, either obtain a
right of use for the deliveries in question, change them in such a way that the
property right is not violated, or exchange them. If this is not possible for
the supplier under reasonable conditions, the purchaser is entitled to the
statutory rights of withdrawal or reduction.
Claims of the purchaser due to a material defect regulated in Article VIII
are excluded.
Article IX: Intellectual Property Rights and Copyrights; Legal defects
b) The supplier’s obligation to pay compensation is governed by Article
XII.
c) The above-mentioned obligations of the supplier only exist if the
purchaser immediately notifies the supplier in writing of the claims asserted
by the third party, does not acknowledge a violation and the supplier
reserves the right to take all defensive measures and
settlement negotiations. If the purchaser discontinues use of the
delivery for damage reduction or other important reasons, he is obliged to
point out to the third party that the discontinuation of use does not imply
an acknowledgment of an infringement of intellectual property rights.
4. In the event of infringements of intellectual property rights, the
provisions of Article VIII Nos. 4, 5, 8 and 9 apply accordingly to the claims
of the purchaser regulated in No. 1a).
1. Unless otherwise agreed, the supplier is obliged to make the delivery only
in the country of the place of delivery without violating the industrial
property rights and copyrights of third parties (hereinafter: property rights). If
a third party raises justified claims against the purchaser due to the
violation of property rights through deliveries made by the supplier and used
in accordance with the contract, the supplier is liable
5. If there are other legal defects, the provisions of Art.
2. Claims by the customer are excluded if he is responsible for
the infringement of property rights.
VIII accordingly.
6. Claims of the purchaser against the supplier and his that go
further or differ from those regulated in this Article IX
towards the purchaser within the period specified in Article VIII No. 2 as
follows:
3. Claims of the purchaser are further excluded if the infringement of
property rights is caused by special specifications of the purchaser, by
an application that was not foreseeable by the supplier or because
the delivery is modified by the purchaser or used together with
products not supplied by the supplier.
Article XI: Impossibility; Contract adjustment
Vicarious agents due to a legal defect are excluded.
Article X: Reservation of performance
1. If delivery is impossible, the purchaser is entitled to demand
compensation unless the supplier is not responsible for the
impossibility. However, the purchaser’s claim for damages is
limited to 10% of the value of that part of the delivery that cannot be used
for its intended purpose due to the impossibility. This limitation does
not apply if liability occurs in cases of intent, gross negligence or injury to
life, body or health; This does not involve a change in the burden of proof
to the detriment of the purchaser. The customer’s right to withdraw from the
contract remains unaffected.
2. If events within the meaning of Article IV No. 2 a) to c) significantly
change the economic significance or content of the delivery or have a
significant impact on the supplier’s operations, the contract will be adjusted
appropriately, taking into account good faith. If this is not economically
justifiable, the supplier has the right to withdraw from the contract.
The same applies if export permits are required
1. Unless otherwise stipulated, claims for damages by the purchaser are
excluded, regardless of the legal basis, in particular due to breach
of obligations arising from the contractual relationship and unlawful acts.
1. The fulfillment of the contract is subject to the condition that there are no
obstacles due to German, US or other applicable national, EU
or international foreign trade law regulations as well as no embargoes
or other sanctions.
2. This does not apply if liability is as follows: a) according to
the Product Liability Act,
are not granted or cannot be used. If he wants to make use of
this right of withdrawal, he must inform the customer immediately after
becoming aware of the significance of the event, even if an extension of
the delivery time was initially agreed with the customer.
b) with intent,
c) in the event of gross negligence on the part of owners, legal representatives or
2. The purchaser is obliged to provide all information and
documents required for export, transfer or import.
Article XII: Other Damages
(b) Firmware is not “software” within the meaning of this Software Clause.
The General Terms and Conditions apply exclusively to the hardware.
Article XIII: Jurisdiction and Applicable Law
3. A change in the burden of proof to the detriment of the purchaser is not
associated with the above regulations.
Moreover
However, the claim for damages for the breach of essential
contractual obligations is limited to the foreseeable damage that is typical for
the contract, unless another of the aforementioned cases applies.
Temporary and permanent – provision of standard software that is provided for
use as part of or in connection with a delivery of the associated hardware
(hereinafter referred to as “software”), as well as the entire delivery, to the
extent that it is caused by a breach of duty or disruption of performance in
the software.
(a) This software clause applies exclusively to –
g) due to culpable violation of essential contractual obligations.
In addition to Article I No. 2 General Terms and Conditions:
f) due to culpable injury to life, body or health, or
1. Scope of the software clause
The remaining parts of the contract remain binding even if individual
provisions are legally invalid. This does not apply if adhering to the contract
would represent unreasonable hardship for one party.
e) in the event of non-compliance with a guarantee provided,
2. Documentation
senior employees, d) in the case of fraudulent intent,
Article XIV: Binding nature of the contract
(d) With this software clause, the supplier assumes no obligation to provide
services. These require a separate agreement.
(c) If this software clause does not contain any regulations, the General Terms and Conditions
apply.
2. This contract, including its interpretation, is subject to German law, excluding
the United Nations Convention on Contracts for the International Sale of Goods
(CISG).
1. If the purchaser is a merchant, the sole place of jurisdiction for all disputes
arising directly or indirectly from the contractual relationship is the registered
office of the supplier. However, the supplier is also entitled to take legal action at the
purchaser’s registered office.
The provision of documentation requires a separate written
agreement. If documentation is provided, the term “software” hereinafter
also includes the documentation.
(f) Except in the cases of Section 69e of the Copyright Act (decompilation),
the customer is not entitled to change, reverse engineer,
translate or remove parts of the software. The customer may not remove
alphanumeric or other identifiers from the data carriers and must transfer
them unchanged to each backup copy.
(c) If several devices are named in the contract documents, the customer
may only install or use the software provided on one of these devices at a
time (single license), unless the customer is granted a multiple license
in accordance with Section 3 (j).
3. Rights of use
If a device has multiple workstations where the software can be used
independently, the single license only covers one workstation.
Instead of Article I No. 3 General Terms and Conditions:
(d) The software is provided exclusively in machinereadable
form (object code).
(a) The supplier grants the customer the non-exclusive right to use the
software in accordance with the contract. Unless otherwise agreed, the
right of use applies in the country where the hardware is delivered
and in the territory of the European Union or another contracting state to
the Agreement on the European Economic Area. The right of use is limited
to the agreed period of time; in the absence of such an agreement, the
right of use is unlimited in time.
(e) The customer may only make one copy of the software, which may
only be used for backup purposes (backup copy). Otherwise, the
customer may only reproduce the software within the scope of a
multiple license in accordance with Section 3 (j).
(b) If the right of use is granted for a limited period of time, the following
provisions also apply: The purchaser may only use the software with the
hardware specified in the contract documents (e.g. software product
certificate), or, in the absence of such a mention, with the hardware
supplied together with the software associated hardware. The use of the
software with another device requires the express written consent of the
supplier and, if the software is used with a more powerful device, results in
the supplier being entitled to an appropriate additional remuneration; This
does not apply if and as long as the customer temporarily uses the software
with a replacement device to the agreed extent due to a defect in the agreed
device.
(g) The supplier grants the customer the right to transfer the right of
use granted to the customer to third parties for the software provided
permanently. However, the customer who is not provided with the
software for the purpose of commercial resale may only pass
on the right to use the software to third parties together with the device that
he purchased from the supplier together with the software.
(i) For open source software, the terms of use to which the open source
software is subject take precedence over the provisions of this Section 3.
The supplier will only release or make the source code available to the
customer to the extent that the terms of use of the open source software
require this. The supplier will inform the customer about the existence and
the terms of use of open source software and make the terms of use
available to him or, if so
In the event of a transfer of the right of use to third parties, the purchaser
must ensure that the third party is not granted any further usage rights to
the software than the purchaser is entitled to under this contract, and
that the third party is at least subject to the obligations arising from this
contract with regard to the software. The customer may not retain any copies
of the software.
required by the terms of use.
The purchaser is not entitled to grant sublicenses.
(j) In order to use the software on multiple devices or at multiple
workstations at the same time, the customer requires a separately
agreed right of use. The same applies to the use of the software in networks,
even if the software is not copied. In the aforementioned cases (hereinafter
uniformly referred to as “multiple license”), the regulations in
accordance with Section 3 apply in addition and with priority
If the purchaser leaves the software to a third party, the purchaser is
responsible for compliance with any export requirements and must
release the supplier from any obligations in this respect.
(a) to (i) the following letters (aa) and (bb):
(h) For software for which the supplier only has a derived right of use
and which is not open source software (third-party software), the terms
of use agreed between the supplier and its licensor apply in addition
and with priority over the provisions of this section 3, insofar
as they apply to the purchaser (such as End User License Agreement);
The supplier informs the purchaser of these and makes them available
to him upon request.
Claims for reimbursement of expenses by the purchaser in accordance with Section 445a of the German Civil Code (BGB).
1 No. 2 (buildings and items for buildings) and 634a Paragraph 1 No. 2 (construction
defects) of the German Civil Code (BGB) prescribe longer deadlines, as well as in
cases of intent, fraudulent concealment of the defect or non-compliance with a quality
guarantee, the longer statutory deadlines apply.
Communication media
When providing software via electronic means
In the event of culpable injury to life, body or health, the statutory limitation period applies.
Insofar as the law pursuant to §§ 438 para.
(a) The limitation period for contractual claims due to material defects in the software is 12
months from the start of the statutory limitation period. For claims for damages in cases of
intent and gross negligence as well
In addition to Article V GL:
(1) For software provided permanently, the following applies instead of Article VIII General Terms and Conditions:
4. Transfer of risk
(bb) The purchaser will observe the information on reproduction provided to
him by the supplier together with the multiple license. The purchaser must keep records of
the whereabouts of all copies and present them to the supplier upon request.
6. Material defects
The customer must take all necessary and reasonable measures to prevent or limit
damage caused by the software. In particular, the customer must ensure that
programs and data are backed up regularly. If the purchaser culpably violates this
obligation, the supplier is not liable for any resulting consequences, in particular
not for the replacement of lost or damaged data or programs. The above regulation
does not entail a change in the burden of proof.
Section 3 (g) sentence 2 applies, however, with the proviso that the multiple licenses may
only be transferred by the customer to third parties if they are transferred in their
entirety and with all devices on which the software may be used.
(aa) The prerequisite for a multiple license is an express written confirmation from
the supplier about the number of permissible copies that the customer may make of
the software provided and about the number of devices or workstations on which
the software may be used. For multiple licenses
In addition to Article VI GL:
5. Further obligations of the customer to cooperate and liability
(e.g. via the Internet) the risk passes when the software leaves the supplier’s sphere
of influence (e.g. when downloading).
willing to circumvent the material defect to the extent that this is possible
with reasonable effort and the purchaser can no longer process
tasks that cannot be postponed due to the material defect.
(bb) Until an update or upgrade is provided, the supplier will provide the
customer with an interim solution
– in the event of damage resulting from incorrect or negligent treatment,
– with only insignificant impairment of usability,
(aa) The supplier will provide a new version (update) or a new version
(upgrade) of the software as a replacement, provided the supplier has
it or can procure it with reasonable effort. If the supplier has granted the
purchaser a multiple license, the purchaser may make a number of copies
of the update or upgrade provided as a replacement corresponding
to the multiple license.
(d) There are no claims for defects – if there is only a minor deviation from
the agreed quality,
(f) Unless the supplier chooses another type of subsequent performance, the subsequent
performance will be carried out by eliminating the material defect in the software as follows:
to.
The defect and the corresponding data processing environment must be
described as precisely as possible.
The supplier has the right to choose between the types of supplementary performance
(c) Notices of defects by the purchaser must be made immediately in writing.
(e) If the software has a material defect, the supplier must first be given
the opportunity to supplementary performance within a reasonable period of time.
(b) Only deviations from the specification that have been proven and
reproducible by the purchaser are considered material defects in the software.
However, a material defect does not exist if it does not occur in the version
of the software last provided to the purchaser and its use is reasonable for
the purchaser.
(Seller’s recourse) expires in 12 months from the start of the statutory
limitation period, provided that the last contract in the supply chain is not a
purchase of consumer goods. The legal regulations regarding
suspension, suspension and restart of the deadlines remain unaffected.
– that the software provided is compatible with the data processing
environment used by the customer.
(cc) If a delivered data carrier or documentation is defective, so
– for changes or extensions made by the customer or third parties and
the resulting consequences,
– in the event of damage that occurs due to special external influences that
are not assumed under the contract,
(gg) The purchaser’s recourse claims against the supplier in accordance with § 445a BGB
(seller’s recourse) only exist to the extent that the purchaser has not made any agreements with
his buyer that go beyond the statutory claims for defects.
its intended use. This applies accordingly to the purchaser’s claims for reimbursement
of expenses in accordance with Section 445a of the German Civil Code (seller’s
recourse), provided that the last contract in the supply chain is not a purchase of
consumer goods.
(a) Only those proven by the customer are considered material defects in the software
(2) For software that is not permanently provided, the following applies instead of Article VIII General Terms and
Conditions:
(ff) Claims by the purchaser due to the expenses necessary for the purpose of supplementary
performance are excluded to the extent that the expenses increase because the item
of delivery was subsequently moved to a location other than the purchaser’s branch,
unless the shipment corresponds
Claims of the purchaser against the supplier and his vicarious agents due to a material defect
that go further or other than those regulated in this Section 6 are excluded.
(ee) At the request of the supplier, the purchaser will enable remote maintenance access.
If the supplier chooses to remove the defect at the customer’s premises, the customer
must provide hardware and software as well as other operating conditions (including
required computing time) with suitable operating personnel. The purchaser must
provide the supplier with the documents and information required to remedy the
material defect.
(i) Article XII General Terms and Conditions applies to claims for damages.
If the notification of defects was made incorrectly, the supplier is entitled to demand
reimbursement from the purchaser for the expenses incurred.
(dd) The material defect will be remedied at the purchaser’s or the supplier’s discretion, at
the supplier’s discretion.
The purchaser can only demand that the supplier replace them with defect-free
ones.
The purchaser’s claim for defects does not exist if his claims for defects are time-barred.
(h) In the event of claims for defects, payments from the customer may be withheld to an
extent that is proportionate to the material defects that have occurred. A right of retention of the
(g) If subsequent performance fails, the purchaser can – without prejudice to any claims
for damages in accordance with Article XII GL – withdraw from the contract or reduce the
remuneration.
willing to circumvent the material defect to the extent that this is possible with
reasonable effort and the purchaser due to the material defect
(bb) Until an update or upgrade is provided, the supplier will provide the customer
with an interim solution
– in the event of damage that occurs due to special external influences that are not
assumed under the contract,
– in the event of damage resulting from incorrect or negligent treatment,
Supplier available or can be obtained with reasonable effort. If the supplier has
granted the purchaser a multiple license, the purchaser may make a number of
copies of the update or upgrade provided as a replacement corresponding
to the multiple license.
– with only insignificant impairment of usability,
(aa) The supplier will provide a new version (update) or a new version (upgrade) of
the software as a replacement, provided that
(e) Unless the supplier chooses another type of subsequent performance, the subsequent
performance will be carried out by eliminating the material defect in the software as follows:
(c) There are no claims for defects – if there is only a minor deviation from the agreed
quality,
to.
The defect and the corresponding data processing environment must be described
as precisely as possible.
The supplier has the right to choose between the types of supplementary performance
(b) Notices of defects by the purchaser must be made immediately in writing.
(dd) The material defect will be remedied at the purchaser’s or the supplier’s
discretion, at the supplier’s discretion. If the supplier chooses to have it removed from
the purchaser, the purchaser has hardware and software as well as other items
and reproducible deviations from specification. However, a material defect does not
exist if it does not occur in the version of the software last provided to the purchaser
and its use is reasonable for the purchaser.
(d) If the software has a material defect, the supplier must first be given the
opportunity to provide subsequent performance within a reasonable period of time.
(cc) If a delivered data medium or documentation is defective, the purchaser can only
demand that the supplier replace it with one that is free of defects.
can no longer work on tasks that cannot be postponed.
– that the software provided is compatible with the data processing
environment used by the customer.
– for changes or extensions made by the customer or third parties and the
resulting consequences,
In the event of culpable injury to life, body or health, the statutory limitation period applies.
Insofar as the law pursuant to §§ 438 para.
(b) Only deviations from the specification that have been proven and reproducible by the
purchaser are considered material defects in the software. However, a material defect does
not exist if it does not occur in the version of the software last provided to the purchaser
and its use is reasonable for the purchaser.
(c) Notices of defects by the purchaser must be made immediately in writing.
The customer must take all necessary and reasonable measures to prevent or limit
damage caused by the software. In particular, the customer must ensure that
programs and data are backed up regularly. If the purchaser culpably violates this obligation,
the supplier is not liable for any resulting consequences, in particular not for the
replacement of lost or damaged data or programs. The above regulation does not
entail a change in the burden of proof.
The defect and the corresponding data processing environment are
1 No. 2 (buildings and items for buildings) and 634a Paragraph 1 No. 2 (construction
defects) of the German Civil Code (BGB) prescribe longer deadlines, as well as in
cases of intent, fraudulent concealment of the defect or non-compliance with a quality
guarantee, the longer statutory deadlines apply.
6. Material defects
Operating states (including required computing time) must be made available to suitable
operating personnel. The purchaser must provide the supplier with the documents
and information required to remedy the material defect. (ee) At the request of the
supplier, the purchaser will enable remote maintenance access.
(f) If subsequent performance fails, the purchaser can – without prejudice to any
claims for damages in accordance with Article XII of the General Terms and Conditions –
terminate the contract without notice or reduce the remuneration.
(1) For software provided permanently, the following applies instead of Article VIII General Terms and Conditions:
(a) The limitation period for contractual claims due to material defects in the software is 12
months from the start of the statutory limitation period. For claims for damages in cases of
intent and gross negligence as well
Claims for reimbursement of expenses by the purchaser in accordance with
Section 445a of the German Civil Code (recourse by the seller) expire 12 months
from the start of the statutory limitation period, provided that the last contract in the supply
chain is not a purchase of consumer goods. The legal regulations regarding
suspension, suspension and restart of the deadlines remain unaffected.
In addition to Article VI GL:
If the supplier chooses to remove the defect at the customer’s premises, the
customer must provide hardware and software as well as other operating
conditions (including required computing time) with suitable operating
personnel. The purchaser must provide the supplier with the documents
and information required to remedy the material defect.
(dd) The material defect will be remedied at the purchaser’s or the supplier’s
discretion, at the supplier’s discretion.
– that the software provided is compatible with the data processing
environment used by the customer.
– for changes or extensions made by the customer or third parties and the
resulting consequences,
(cc) If a delivered data medium or documentation is defective, the purchaser can only
demand that the supplier replace it with one that is free of defects.
– in the event of damage that occurs due to special external influences that are not
assumed under the contract,
willing to circumvent the material defect to the extent that this is possible with
reasonable effort and the purchaser can no longer process tasks that
cannot be postponed due to the material defect.
(bb) Until an update or upgrade is provided, the supplier will provide the customer
with an interim solution
– in the event of damage resulting from incorrect or negligent treatment,
(aa) The supplier will provide a new version (update) or a new version (upgrade) of
the software as a replacement, provided the supplier has it or can procure it
with reasonable effort. If the supplier has granted the purchaser a multiple license,
the purchaser may make a number of copies of the update or upgrade provided as
a replacement corresponding to the multiple license.
– with only insignificant impairment of usability,
(f) Unless the supplier chooses another type of subsequent performance, the subsequent
performance will be carried out by eliminating the material defect in the software as follows:
(d) There are no claims for defects – if there is only a minor deviation from the agreed
quality,
describe it as precisely as possible.
to.
(ee) At the request of the supplier, the purchaser will have remote maintenance access
The supplier has the right to choose between the types of supplementary performance
(e) If the software has a material defect, the supplier must first be given the
opportunity to supplementary performance within a reasonable period of time.
make possible.
(ff) Claims by the purchaser due to the expenses necessary for the purpose of
supplementary performance are excluded to the extent that the expenses
increase because the item of delivery was subsequently moved to a location
other than the purchaser’s branch, unless the shipment corresponds