General Terms and Conditions

§1 Scope of application

The General Terms and Conditions are an integral part of all current and future contracts concluded with “adsystemhaus GmbH”, hereinafter referred to as the Contractor. The client recognises the GTC when placing an order. Deviating, conflicting or supplementary general terms and conditions of the client are only effective if they have been confirmed in writing by the contractor.

§ 2 Conclusion of contract

A contract is only concluded upon written confirmation of the Contractor’s offer by the Client. This confirmation can also be sent by email.

§ 3 Contractual content

The content of the contract is always based on the offer documents prepared by “adsystemhaus GmbH” and accepted by the customer. In the event of contradictions between the offer documents and the GTC, the offer shall take precedence.

§ 4 Scope of services and changes to services

(1) The scope of services is determined by the contract. If the Client’s requirements do not arise from the contract, the Contractor may draw up a specification sheet with the Client’s support. The specification is a binding guideline for further work and can only be changed in consultation with the client.
(2) If the Client wishes to modify its order in whole or in part, the Contractor shall be obliged to agree to this, provided that it is reasonable for the Contractor in terms of time and effort. If the Client’s change request affects the contractual conditions, in particular if it results in a higher workload, the Contractor may demand an appropriate adjustment of the contractual conditions, in particular an increase in remuneration or the postponement of deadlines.
(3) If a cause for which the Contractor is not responsible impairs compliance with the deadline, the Contractor may request a reasonable postponement of the deadline. If the Contractor’s expenditure increases and the cause of the postponement of the deadline lies within the Client’s area of responsibility, the Contractor may also demand compensation for the additional expenditure.

§ 5 Prices and terms of payment

(1) The price stated in the offer documents is binding. All prices include statutory value added tax if this is not shown separately.
(2) The statutory provisions shall apply to default of payment.

§ 6 Confidentiality and retention of title

(1) The Contractor reserves the property rights and copyrights to illustrations, plans, calculations, execution instructions, product descriptions and other documents. Such documents are to be used exclusively for the contractual service. The documents must be kept secret from third parties, even after termination of the contract. The confidentiality obligation shall only expire if and to the extent that the knowledge contained in the documents provided has become generally known.
(2) The Contractor shall retain ownership of the basic software and the documentation provided until full payment has been made. In the event of breach of contract by the Customer, in particular in the event of default in payment after setting a reasonable deadline, the Contractor shall be entitled to take back the delivered basic software or parts thereof, unless such a take-back is not permitted due to an application for or the opening of insolvency proceedings against the Customer’s assets. After taking back the software, the client shall be entitled to realise it; the realisation proceeds shall be offset against the client’s outstanding liabilities, less reasonable realisation costs. The Contractor reserves the right to assert claims for damages. The provisions of the Insolvency Code remain unaffected.

§ 7 Rights of use

(1) The client is authorised to use the software, including documentation, for the contractually stipulated purpose as desired.
(2) All other rights of use shall be defined individually for each order as part of the contract.

§ 8 Acceptance

(1) The client undertakes to check the contractual conformity of the software including documentation for the essential functions and to declare acceptance in writing in the event of contractual conformity. The inspection period for this is 6 weeks, unless otherwise agreed.
(2) Acceptance shall be declared in the event of minor defects in individual functions which, however, do not significantly impair the functionality of the overall system.
(3) However, acceptance shall be deemed confirmed at the latest when the software is used productively.

§ 9 Warranty

(1) The Contractor warrants that the software provided, including documentation, fulfils the technical functions specified in the service description when used in accordance with the contract and is free from defects that cancel or reduce its technical function.
(2) The client shall only have a warranty claim if the reported defects impair the software programme functions in a reproducible manner. The client must present the defects in a comprehensible form and provide the information useful for recognising the defects.
(3) The defects shall be remedied at the Contractor’s discretion by installing an improved version of the software or by providing information on how to eliminate or circumvent the effects of the error. Expenses required for the purpose of remedying the defect, including transport, travel, labour and material costs, shall be borne by the Contractor up to the amount of the purchase price, insofar as they are not increased by the fact that the purchased item has been taken to a place other than the place of performance. The client shall provide all documents required for fault diagnosis as well as the computer equipment and computer utilisation time required for fault rectification free of charge.
(4) Excluded from any warranty are defects that are due to incorrect operation or repair and maintenance work or modifications not expressly authorised by the contractor. If changes are made to the software by the client or third parties, the warranty claim shall also lapse unless the client can prove that the defect is not attributable to the change. If the Contractor incurs expenses due to a notice of defects that are not based on defects in the products delivered by the Contractor, the Client shall reimburse the Contractor for the expenses. The client is not authorised to rectify defects himself or have them rectified by third parties and to demand compensation for the necessary expenses.
(5) The warranty period is 24 months and begins at the time of acceptance (§ 8).
(6) If repeated attempts at rectification on the part of the Contractor are unsuccessful or if the Contractor does not provide a new, error-free version of the programme, the Customer’s statutory rights to a reduction in payment and cancellation of the contract shall be revived following a reminder and the setting of a reasonable grace period.
(7) In accordance with (1) of this § 9, the Contractor only warrants the technical functionality of the software and the documentation provided. The Contractor expressly does not warrant that the Contractor’s software fulfils the statutory requirements for (procedural) documentation obligations. The client is referred to the expertise of lawyers, tax consultants and auditors, who should check the legal requirements in each individual case and then certify the software accordingly.

§ 10 Liability

(1) The Contractor shall be liable for damage caused by gross negligence or wilful misconduct on its part or on the part of its vicarious agents and for the breach of cardinal contractual obligations.
(2) Claims for damages arising from impossibility or delay in performance, from positive breach of contract due to culpa in contrahendo and from unauthorised action are excluded both against the Contractor and against its vicarious agents, unless intentional or grossly negligent action is involved. In particular, the Contractor shall not be liable for indirect or consequential damages.
(3) Liability for an individual case of damage shall be limited to those defects which the Contractor could reasonably have expected to occur at the time the contract was concluded on the basis of information provided by the Client.
(4) The client is responsible for backing up the data. This also expressly applies prior to maintenance, service and installation work carried out by the contractor. Liability for the loss of data is excluded unless the loss of data was caused by gross negligence or wilful misconduct or omission on the part of the contractor.
(5) All claims for damages against the Contractor, its employees or other vicarious agents shall become time-barred after 12 months from the occurrence of the damage, unless a shorter limitation period applies by law. Excluded from this are claims arising from offences and in accordance with the provisions of the Product Liability Act; here the statutory limitation provisions apply.
(6) The Contractor shall expressly not be liable for claims that arise because the software does not fulfil the relevant statutory requirements for (procedural) documentation obligations in individual cases that are unknown to the Contractor (cf. also § 9 (7)).

§ 11 Miscellaneous

(1) These GTC shall be governed by the law of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.
(2) For all present and future claims arising from the business relationship with merchants, legal entities under public law or special funds under public law, the place of jurisdiction shall be the Contractor’s registered office – without prejudice to the Contractor’s right to bring an action at any other legally established place of jurisdiction.
(3) Agreements deviating from or in addition to the above terms and conditions shall only be effective in the form of a written supplementary agreement to the General Terms and Conditions.
(4) The contract shall remain effective in its remaining parts even if individual or several provisions are legally invalid. Any invalid provisions shall be replaced by new provisions.