§ 1 General / Scope
§ 2 Purchase Orders: contract
All deliverables, in particular contracts for the sale and delivery of hardware and software, and all services, including maintenance and support services, are subject to these Terms and Conditions. Your conditions of purchase apply only in so far as they do not contradict our Terms and Conditions.
Our offers are non-binding, but a purchase order is a binding contract offer. It applies at the time of the delivery of the offer. Normally, orders are processed within a two week period unless specified otherwise in the offer.
§ 3 Services: contract
Our offers for installation services, service and support services, graphic works and other services are non-binding. A contract for these services becomes binding when you receive your order confirmation from us.
§ 4 Sub-contractors
We reserve the right to provide services, at our sole discretion, from selected sub-contractors.
§ 5 Electronic Data Processing
1. You agree that your personal data will be stored and processed electronically within our company for the purposes of business conduct as well as for advertising purposes. We will ensure the privacy of your personal data.
2. We are entitled to assign claims from our business relationship, such as using your company name in business presentations.
§ 6 Delivery
1. The ordered products will be delivered according to the shipping method you selected. We will endevour to supply the product by the date specified in the order confirmation.
2. We can not be held responsible to non-delivery of goods due to incorrect information in the order confirmation.
§ 7 Retention of Title
1. We retain title to the delivered products until full payment has been received.
2. You are authorised to sell the goods as part of your ordinary business. In this case, the goods still remain our property for non-payment. In the result of non-payment you will inform us of all third parties that have received the goods.
§ 8 Transfer of Risk
The risk of loss and damage to products passes to you upon shipment.
§ 9 Installation
Installation services are provided separately and are carried out in accordance with the specifications given on the order form.
§ 10 Term and Termination of Service & Support Services
1. The specified in the tender care and support services for the first year with the delivery of the Products or downloading of the software as well as in the case of software providing the license key, you are starting to include in the purchase price.
2. Thereafter, the contract for maintenance and support services to those specified in the offer conditions each extended by 12 months if the contract for maintenance and support services is not terminated with a notice period of 3 months to the end of the contract by either party properly.
3. The right of both parties to terminate for good cause remains unaffected.
4. For terminations, a written notification is required.
§ 11 Termination for Other Services
1. Unless agreed otherwise in individual cases or in these Terms and Conditions, either party may terminate a contract for other services within a period of 30 days to the end of the month.
2. The right of both parties to terminate for good cause remains unaffected.
3. For terminations, written notification is required.
§ 12 Rights to use Software
1. As far as software or other intellectual or industrial property rights, documentation, work products or services are the subject of this agreement or delivered under these terms and conditions, we grant you a non-exclusive, perpetual right of use within the Member States of the European Union as part of your business operations.
2. You are entitled to install and use on a computer, photo printing terminal or other hardware according to our system specifications. To operate the software you must first obtain a license key, which is available at our administration website.
3. They are entitled to make a backup copy.
4. You are only entitled to sell the software to a third party, if you transfer original data carriers supplied by us (e.g. CD, USB memory stick), all to himself existing stored copies and copies (including any backup copies) and delete the acquirer provide these terms and conditions. You agree that in the event of a resale to confirm the deletion of all existing copies with you unsolicited writing. If you have downloaded the software and a disc was supplied by us, you are only entitled to use the Software to any third party to sell, if all existing in itself memory copies and copies (including any backup copies) delete and make the purchaser these terms and conditions are available. You agree that in the event of a resale to confirm the deletion of all existing copies with you unsolicited writing.
5. The Software contains documentation that is provided to you in electronic form.
6. You may not without our prior consent to translate the software, edit, arrange, to fashion in other ways or to combine with other software. This restriction does not apply if the processing is necessary in order to fix bugs, provided we have not corrected the error within the contracted or a reasonable deadline you set, or we have refused to fix, and we after expiry of the warranty period or outside the warranty are entitled to perform the troubleshooting only reasonable fee.
7. You may not reverse engineer, decompile, or decompile, except to the extent in § 69e Copyright Act is provided.
8. You are not authorized to reproduce the software publicly or made available, except in the context of the intended use of hardware according to our system specifications, especially on the hardware terminal on which it has been delivered.
9. You can not delete, alter or obscure any copyright notice, trademark, serial numbers or other markings in the licensed material and transfer them into labels in copies. Technical protection measures you may not circumvent, modify or eliminate.
10. Where there are to work results of our services copyrights or intellectual property rights, we grant you rights thereto in accordance with the provisions of this § 12 (rights to use the software). 11. We are in no way prevented from using in the course of providing the services developed work products or expertise for us or other customers.
§ 13 Warranty
1. We commit ourselves to address shortcomings of services as well as to repair or replace defective products. The choice of eliminating the defect is and redelivery to us. We are entitled to at least two attempts. If subsequent performance fails, is it unreasonable or we fall behind schedule, you are entitled to the remaining statutory warranty rights. Compensation is available only within the limits of § 15 (liability)
2. Replaced parts become our property without compensation.
3. Software errors that affect the Prescribed Terms is not only irrelevant, we rectify at our discretion depending on the significance of the error by either providing an improved software version or in case of minor errors by references to remove or bypass the effect of the error. Software errors that only slightly impair the intended use of the software, we can fix within the next regular software update.
4. The warranty period is one year from the transfer of risk.
5. The warranty does not cover wearing parts of products, unless it is normal wear and tear or the entity specified by the manufacturer number of operating hours for each part exceeded is addition, our warranty does not cover damage due to improper operation or maintenance, improper power supply , connection to or use of our system are caused by not relevant specifications / n third-party devices / n, vandalism or acts of God.
§ 14 Rights of third parties / Open Source Software
1. We ensure that the contractual use of the products supplied by us as well as other services provided by us, and performance results within the Federal Republic of Germany does not infringe any intellectual or industrial property rights of third parties.
2. If third parties assert claims of infringement of industrial property rights by our products or other services or performance results, we will decide whether and how a resulting dispute is to be run at our expense. Without our prior written consent, you may perform in relation to the claim as no negotiations, close comparisons or make other concessions. You agree to assist us in case of a possible violation of third party rights in the defense of the claims.
3. If a claim or an action for infringement of third party rights is made pending or threatened, in our reasonable estimate, we can take at their own cost measures to prevent the violation or alleged violation of these rights by the continued delivery of the contracted goods and services. We can achieve a license that allows the use of these rights that are violated or is claimed by those who said they were injured, especially by modification or replacement of hardware and software as well as its services or by procuration. If such measures avoid the claim for infringement or alleged infringement of third party rights, we are subject to no further liability for such claims.
4. Your rights depend, moreover, according to § § 13 (warranty) and 15 (Liability).
5. Our software contains open source components. The applicable license agreement for these components are given in the documentation of the software and available. Our software also includes components from other manufacturers. The applicable license agreement for these components are given in the documentation of the software and available.
§ 15 Liability
1. Our liability for damages, regardless of the legal reason, in particular due to impossibility, delay, defective delivery or performance, other breaches of contract and breach of duty is limited in accordance with the following provisions:
2. We shall be liable without limitation for intent and gross negligence, for guarantees, for indebted injury of life, body or health as well as under the product liability and safety law. For simple malpractice, we are only liable in case of breach of contractual obligations, and only in the amount of typically foreseeable damage. Essential contractual obligations to timely and faultless delivery and performance as well as consulting, protection and care obligations that will allow you to contractual use of the products or services or serve to protect your essential legal protection and your staff from significant damage.
3. The above exclusions and limitations apply to the same extent for the benefit of our bodies, legal representatives, employees and other agents.
4. For the damage to or the deletion or destruction of data, we are liable in the event of negligence only if and to the extent that you have taken care of regular data backups to ensure that this data can be reconstructed from data material provided in machine-readable form at a reasonable cost.
§ 16 Amendments to the Terms & Conditions and Other Conditions
We reserve the right to change these terms & conditions and our published prices. We will give you written notice of such changes at least 3 months in advance. The changes automatically take effect if you do not object (in writing) to the changes within 1 month after receipt of the change notice. In the event of a conflict, we are entitled to immediately terminate the contract.
§ 17 Writing
All amendments to the terms & conditions must be in writing. This also applies to amendment of this clause.
§ 18 Applicable Law / Place of Performance / Jurisdiction
1. UK law applies excluding the provisions on private international law and the UN sales convention.
2. Performance is our office in Eschborn.
3. Place of jurisdiction is Frankfurt am Main.
§ 19 Further Provisions
1. If you export products delivered by us, you are bound to observe the relevant national, European and international export laws.
2. You can transmit contractual rights and obligations without our prior written consent.
3. Offsetting or retention may be invoked only with undisputed or legally valid counter claims.
4. Should individual provisions of these general terms & conditions be wholly or partially ineffective or impracticable,
it shall not affect the validity of the remaining provisions.