Terms and Conditions
Dipl.-Ing. Lothar Feldmann
Dipl.-Ing. Matthias Prüssel
Tel: +49 (0)4222 946670
Fax: +49 (0)4222 946671
Our goods, services, and offers are made solely on the basis of these Terms and Conditions. They are a component of all contracts that we conclude with our customers (each a "Customer" or "you") for the goods or services we offer. They also apply to all future goods, services, or offers to the Customer, even if they are not agreed to again separately. Any and all prior statements, representations and agreements relating to the subject matter hereof, but not incorporated herein, are hereby excluded and superseded. By placing a purchase order, the Customer expressly consents to these Terms and Conditions with respect to the purchase of goods and/or the provision of any services. Except as expressly set forth herein or as agreed to otherwise, we hereby object to and reject the provisions of any Customer purchase order, confirmation, or terms and conditions which are inconsistent with or in addition to these Terms and Conditions.
2 Offer, Order, Offer Documents
All of our offers are subject to change and are non-binding insofar as they are not expressly labelled as binding in writing or include a certain deadline for acceptance. The order of the Customer is an offer to us to conclude a contract for purchase. With our receipt of the Customer´s order we will send a written or electronic order confirmation first that confirms our receipt of the order insofar as the goods are not a software download. This order confirmation is not an acceptance of the Customer´s offer yet; rather, it merely confirms that we have received the order. Therefore, the contents of the order confirmation are not binding for us. This applies in particular insofar as the order confirmation contains incorrect information on account of automated processing (for example errors in prices or calculations). A binding contract only arises when we ship the ordered goods to the Customer and the shipment to the Customer has been confirmed by means of a written or electronic shipping confirmation. If the goods are a software download, a binding contract only arises with the supply of the download or the invoice, depending on which occurs first. Our written or electronic confirmation of shipment or, in the case of downloads, invoice, is solely authoritative for the scope of goods or services to be provided. Any additional agreements or changes to any order are not binding except where agreed by us in writing. Changes to the goods or services to be provided, in particular those of a technical nature, remain reserved insofar as (i) the goods or services have not significantly changed and the changes are not unreasonable for the Customer or (ii) we have not expressly agreed in writing with the Customer that the information about the goods or services is binding.
In the event that we make an offer to a Customer that is expressly stated in writing as binding, we shall be bound by the terms of such offer for two (2) weeks, unless provided otherwise in writing. We retain all rights, in particular copyright and other intellectual property rights, to any and all documents, illustrations, etc. provided to the Customer. The Customer may only use them in the scope of the contractually intended purpose.
3 Prices, Payment Terms
The prices agreed between us and the Customer apply only for the specific quantities, specifications and delivery schedules set forth in the relevant shipping confirmation. Any variation in quantity, specifications, or delivery schedules may necessitate a price and/or delivery schedule adjustment. All prices relate to the particular goods or services only, and in particular, the prices do not include the costs of shipping, taxes or related fees, installation, instruction or auxiliary services, unless otherwise agreed by us in writing. Insofar as the Customer is a business, and we have not expressly agreed otherwise in writing, the prices are in Euro ex works Ganderkesee, Germany, including VAT, exclusive packaging costs. If no prepayment is arranged, all invoiced amounts are, unless nothing else is expressly agreed in writing, due without any deduction whatsoever within 30 (thirty) days after the invoice date. Our receipt of the payment is authoritative for payment having been made in a timely manner. Payments are always credited against the oldest still-open invoice. The deduction of a trade discount requires a separate written agreement. If the Customer fails to make any payment due to us by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% (four per cent) per annum above Barclays Bank plc´s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount. The Customer shall pay all amounts due under these Terms and Conditions in full without any set-off, counterclaim, deduction or withholding except as required by law. We may, without limiting our other rights or remedies, set off any amount owing to us by the Customer against any amount payable by us to the Customer. Insofar as we have not already agreed to advance payment with the Customer, we are entitled to demand pre-payment or payment of a security by the Customer before we carry out outstanding deliveries if circumstances become known that in our reasonable opinion are likely to substantially reduce the creditworthiness of the Customer and which would endanger payment of any outstanding invoices or due claims from the Customer, including any other orders from the Customer. Insofar as nothing else was expressly agreed in writing with the Customer, all payments are to be made solely to us in Euro currency and including VAT.
4 Right to Cancel
You have the right to cancel the purchase of a good without having to give a reason at any time within the "cooling off period" of fourteen working days, beginning on the day after you receive the goods. You must notify us of your cancellation in writing or in another durable medium to our contact address:
It is an option to use below sample form to cancel.
If you are in possession of the goods you are under the duty to retain them and take reasonable care of them. You must send the goods back to us to our contact address at your own cost (unless we delivered the item to you in error or the item is damaged or defective) as soon as possible once you have cancelled the contract. We reserve the right to make a charge not exceeding our direct costs of recovering the goods if you do not return the goods or return them at our expense. Once you have notified us that you wish to cancel the contract, any sum debited to us will be refunded to you as soon as possible and in any event within 30 days of your cancellation.
You will not have any right to cancel a purchase for the supply of any of the following goods:
- for the supply of goods made to your specifications or clearly personalised
- for the supply of goods which by reason of their nature cannot be returned
- for the supply of computer software if they are unsealed by you
- for the supply of download computer software
Sample: Cancel form
(It is an option to use this sample form to cancel.)
Fax: +49 (0)4222 946671
I am hereby giving you notice that I am canceling my contract with you.
Contract items (*):
Date of order (*) / Date of reception (*)
__________ / ____________
Consumers postal address
Sign here (paper only)
(*) if applicable
5 Delivery and Delivery Period
Our shipping confirmation is authoritative for delivery periods. The periods or dates for deliveries of goods or the provision of services contained therein are only binding to the extent that a fixed period or fixed deadline is expressly promised or agreed there or if we have expressly confirmed a period or deadline as binding separately in writing or via email. Other periods and deadlines mentioned by us are non-binding. Depending on the kind of goods to be provided, delivery will occur either by means of physical shipment or by supply of download. Insofar as the Customer is a business and we have not expressly agreed to something else in writing, the delivery period has been adhered to when we have made the goods available at our own plant by the expiry of the deadline and announce readiness to ship to the Customer or have handed it over to the transport provider. In the event of delivery by means of download, the delivery period has been adhered to if we have made it possible for the Customer to download the goods by expiry of the period. Partial deliveries of goods or partial provision of services are allowed if reasonable and if the remainder of the goods are delivered or the remainder of services are provided as soon as reasonably practicable. Unless the Customer has requested a partial delivery, no additional shipping expenses arise for the Customer in the event of partial deliveries. The amount of any present or future sales, use, excise, import or export duty or other tax applicable to the manufacture, sale, or lease of Goods or provision of Service will be added to the invoice and must be paid by Buyer. Seller bears no responsibility for the amount associated with such taxes or duties. Buyer is responsible for all duties, sales and other taxes associated with the Order.
6 Force Majeure
A force majeure event entitles us to delay the delivery or service for the period of the hindrance and a reasonable start-up period or to withdraw in part or whole from the part of the contract not fulfilled yet. Natural catastrophes, strikes, lock-outs, political unrest, or other unforeseeable circumstances that make timely delivery or performance impossible despite reasonable efforts are considered a force majeure event. This also applies if the events named above arise in respect of a subcontractor of ours. We will inform the Customer without delay in the event that a force majeure within the meaning of this clause 6 arises. If any force majeure event continues for more than 6 (six) weeks, us and the Customer will each have the option of terminating the affected order(s) after 2 (two) weeks' prior written notice.
7 Packing, Shipping, Transfer of Risk and Acceptance of the Goods by the Customer
Insofar as not expressly otherwise agreed in writing, we are free to choose the kind of packaging according to our discretion. If the Customer is a business, the risk of accidental loss and accidental deterioration is transferred to the Customer at the latest with the dispatch of the goods to the shipper, freighter, or person named for shipment by the Customer or at the time of supply of download. This also applies in the event of partial deliveries. If the Customer is a consumer, the risk of accidental loss and accidental deterioration is transferred to the Customer at the latest with receipt of the goods by the Customer - regardless of whether in physical form or by means of download.
If the Customer is unable to accept delivery or breaches any of Customer´s obligations under these Terms and Conditions in respect of acceptance of a delivery, the Customer shall indemnify us for all reasonable losses and expenses incurred by us as a result of such failure to accept delivery. In this case the risk of accidental loss or accidental deterioration of the goods is transferred to the Customer. The goods will only be insured against theft, breakage, shipping damages, fire damages, water damages, and other insurable risks upon express request of the Customer at its expense.
Insofar as the Customer is a business, the Customer must declare any notices of defects to us in writing with exact information about the kind and scope of the defect so that it is possible for us to check whether the notice of defects is just. In particular, the Customer is to inspect the delivered goods without delay after they arrive for shipping damages and note damages found on the delivery slip, have this notification signed by the transporting party, and inform us about this in writing, too. Insofar as there is a defect in the goods, we are entitled at our option (or, if the Customer is a consumer, at the Customer´s option) - to repair the goods or provide replacement goods. In doing so, we are to bear the expenditures necessary for remedy of fulfilment pursuant to the legal regulations.
A replacement delivery by us assumes that the Customer returns the defective goods concurrently. If we are not willing to rectify defects or make a replacement delivery or are unable to do so, or when it would take an unreasonable period of time due to reasons outside our control, or if repair of goods fails in a final manner for any other reasons, the Customer is entitled, at its option, to withdraw from the order or demand a reduction of the purchase price. In the event of withdrawal, we are obligated to refund the paid purchase price only upon receipt of the defective goods. The right to withdraw of the Customer in the event of defects in the goods is excluded in cases in which the Customer is unable to return the goods on account of use of the goods where a defect was only revealed after processing or transformation of the goods. For significant third-party products that are a component of the goods or the delivery, for example the software of other manufacturers, our liability is limited to the assignment of the claims to which we are entitled against the manufacturer of the third-party product. Should the claim made against the manufacturer of the third-party product fail for reasons for which the Customer is not responsible (for example the insolvency of the supplier), then the Customer is entitled to claims on account of defection pursuant to the provisions of this clause 8. If the Customer is a business and has sold the goods to a consumer and the goods have to be recalled from the consumer on account of a defect, then the Customer can demand, at its option, repair of the goods or replacement goods, withdraw from the contract, or reduce the purchase price.
The warranty lapses if the Customer modifies the goods or has a third party modify them without our prior agreement and this makes rectification of defects impossible or unreasonably difficult. In any case, the Customer is to bear the arising additional expenses for rectification of defects on account of the modification. In particular, no liability will be assumed for damages that arose on account of the following reasons:
- Improper use, improper handling;
- Unsuitable operating conditions;
- Improper installation, start up, or use by the Customer or third parties to the extent that the owner's manual or instructions provided by use are not incorrect;
- Modifications of the goods by the Customer or a third party;
- Improper or negligent handling.
- If the Customer is a business, the statute of limitations for claims for remedy of fulfilment, withdrawal, and reduction in price on account of defects in the goods amounts to one year from transfer of risk. If the Customer is a consumer, the statute of limitations for claims for remedy of fulfilment, withdrawal, and reduction in price on account of defects in the goods amounts to two years from transfer of risk in deviation from this.
Nothing in these Terms and Conditions limit or exclude our liability for:
- death or personal injury caused by our negligence;
- fraud or fraudulent misrepresentation;
- breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
- if the Customer is a consumer, any breach of the terms implied by section 13 to 15 of the Sale of Goods Act 1979 (description, satisfactory quality, fitness for purpose and samples); and
- defective products.
Subject to the section above in this clause 9, we will under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms and Conditions for:
- any loss of profits, sales, business, or revenue;
- loss or corruption of data, information or software;
- loss of business opportunity;
- loss of anticipated savings;
- loss of goodwill; or
- any indirect or consequential loss.
- Subject to the sections above in this clause 9, our total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% (one hundred per cent) of the price of the goods or services.
- Except as expressly stated in these Terms and Conditions, we do not give any representation, warranties or undertakings in relation to any goods or services. Any representation, condition or warranty which might be implied or incorporated into these Terms and Conditions by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the goods or services are suitable for the Customer´s purposes.
- The time barring period for claims for losses or damages on account of defective delivery is limited to 1 (one) year after the date of transfer of risk in the relevant goods. The time barring period for claims for losses or damages on account of the breach of other contractual duties amounts to 1 (one) year after the end of the year in which the claim arose provided the Customer gains knowledge of the circumstances founding the claim during such period and gained knowledge of the defaulting party or should reasonably have gained knowledge of the defaulting party during such period.
10 Retention of Title
If the Customer is a business, the goods remain our property until complete payment of all claims from the business relationship including those arising in the future, also from contracts concluded simultaneously or later. This also applies if individual or all of our claims were collected by us in a current account and the balance has been drawn and recognised.
If the Customer is a consumer, we retain ownership of the goods until complete payment of the purchase price.
Until title to the goods has passed to the Customer, the Customer shall:
(a) hold the goods on a fiduciary basis as our bailee;
(b) store the goods separately from all other goods held by the Customer so that they remain readily identifiable as our property;
(c) not remove, deface or obscure any identifying mark or packaging on or relating to the goods;
(d) maintain the goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(e) notify us immediately if it becomes subject to a bankruptcy- or insolvency-related event; and
(f) give us such information relating to the goods as we may require from time to time,
without prejudice to any right the Customer may have to resell or use the goods in the ordinary course of its business.
If before title to the goods passes to the Customer the Customer becomes subject to any bankruptcy- or insolvency-related event, or we reasonably believe that any such event is about to happen and notifies the Customer accordingly, then, provided that the goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy we may have, we may at any time require the Customer to deliver up the goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the goods are stored in order to recover them.
If we withdraw from the order due to a breach of these Terms and Conditions by the Customer (such as due to late payment), the Customer is to bear all expenses for repossession of the goods by us. After repossession of the goods, we are authorised to dispose of them; the utilisation proceeds are to be set off against the liabilities of the Customer with deduction of reasonable utilisation expenses.
In the event of pledging of the goods subject to retention of title or other encroachments by third parties, the Customer is to inform us without delay and make all necessary declarations and inform the third party about the existing ownership circumstances. The Customer may not pledge the goods or assign it as a security. The Customer is also obligated to treat the goods with care; it is especially obligated to insure them itself sufficiently at the original value against loss and damage and destruction, including fire, water and theft.
If Customer is a business, it is entitled to sell the goods in the ordinary course of business; however it already assigns to us all claims in the amount of the final invoiced amount with all ancillary rights that arise for it from the further sale against its customer or third party. The Customer remains entitled to collect this receivable even after assignment. We may collect the receivable ourselves in the Customer is in arrears with its duties to pay us or if the Customer is insolvent or has made an application to open insolvency proceedings. In this case the Customer is obligated to inform us of the receivables assigned and the respective debtors, state all details necessary for debt claim recovery, hand over all documents pertaining and notify the debtors (third parties) of the assignment.
We obligate ourselves to release the securities to which we are entitled upon request of the Customer to the extent that the realisable value of our securities with consideration for the assessment deductions typical for banks exceed the value of the claims to be secured by more than 20% (twenty per cent); in doing so the wholesale price for goods and the nominal value of claims are to be assumed. The choice of securities to be released in incumbent upon us.
11 Software Licence
The contents on our website at are labelled as not for sale (in particular audio recordings, pictures, videos), are protected by copyright and intended for demonstration purposes only. They may not be downloaded, publicly displayed, exploited, and/or used in any other way without our agreement. Software is subject to the separate software license agreement accompanying or made available to the Customer in connection with the software, in particular our End User License Agreement ("EULA"). In case of any discrepancies between the EULA and this Agreement, the EULA shall prevail. The EULA can be found attached on bottom of this document.
12 Intellectual and Industrial Property Rights
Insofar as nothing else has been expressly agreed in writing, we only warrant that the goods and services do not infringe the intellectual and industrial property rights of third parties (in the following: "Copyrights") in the country of delivery unless we are positively aware of Copyright infringements at the domicile of the Customer or in another such country that the Customer has reported to us in writing. Insofar as a third party makes claims against the Customer on account of breach of Copyright by goods or services provided by us and used in a contractual manner, we are liable to the Customer:
The Customer is to inform us of the Copyright infringements claimed by the third party without delay in writing. We will fulfil, defend against, or end these claims with a settlement at our own expense according to our own discretion. To do so, the Customer grants us the sole authority for the legal defence and settlement negotiations and will issue us the powers of attorney necessary for this purpose in individual cases including the right to issue corresponding sub-powers of attorney. Insofar as the delivery constitutes a Copyright infringement within the meaning described above, we will rectify the reason for the Copyright infringement within a reasonable period. According to our choice at our expense for the concerned performance, we will either induce a right of use, change the goods or services so that the Copyright is not infringed, or exchange them.
If the rectification of the Copyright infringement fails or if the rectification is not possible under reasonable conditions or unreasonable for the Customer, the Customer is entitled to the statutory right of withdrawal or price reductions. Claims for damages of the Customer against us are subject to the provisions of clause 9 of these General Terms and Conditions.
We are not liable for the claims of third parties on account of Copyright infringements insofar as they are caused by special requests of the Customer, a use not foreseen by us, or on account of the fact that the Customer or an unauthorised third party changed the goods or services or it is not being used under the recommended conditions or under the agreed conditions or together with products not delivered by us. In general, we are not liable for the claims of third parties on account of Copyright infringements insofar as the Customer is responsible for this. Should third parties make claims against us with regard to this, the Customer shall release us from them.
We are also not liable to the Customer if the Customer acknowledges the infringement towards the third party without our prior agreement or in the event that it discontinues use of the goods or services without informing the third party that the discontinuation of use does not constitute acknowledgement of a Copyright infringement.
13 Data Protection
We use automatic data processing techniques in our order process. We collect, process, and use personal data of the Customer in the scope of order processing as well as during activation and registration of the software. For order processing we may transmit the personal data of the Customer to third parties that may have their domicile outside of the EU (for example, payment service providers in the USA). Further information about the kind, scope, and purpose of the collection, processing, and use of the personal data of our Customers is contained in our privacy.
14 Governing Law and Jurisdiction
If you are a consumer, please note that these Terms and Conditions are governed by German law. This means an order for the purchase of goods or services through our site and any dispute or claim arising out of or in connection with it will be governed by German law.
If you are a business, these Terms and Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Germany.
15 Final Provisions
Insofar as these General Terms and Conditions determine that declarations of intent or announcements are to occur in writing, the written form is also fulfilled by the use of the text form, i.e. by fax or email.
___ End of Terms and Conditions ___
End-User License Agreement (EULA)
Please read through the terms and conditions of this License Agreement carefully before opening the data carrier package or continuing with the installation of the program. The End-User License Agreement (EULA) is a legally valid contract between you (either a natural or a juridical person) - hereinafter referred to as "Licensee" - and ABACOM-Ingenieurgesellschaft - hereinafter referred to as "Licensor" - for the software products and any associated software components, media, printed materials and online or electronic documentation of ABACOM-Ingenieurgesellschaft. This License Agreement is the entire agreement concerning the program between you and ABACOM-Ingenieurgesellschaft (hereinafter referred to as "Licensor") and replaces all earlier contracts, assignments or agreements between the parties. The software may have an included supplementary agreement or an addendum to this EULA. By opening the sealed data carrier package, but upon installing, using, copying or otherwise utilizing the software products of ABACOM-Ingenieurgesellschaft at the latest, the purchaser explicitly declares his or her consent to the provisions of the software license terms and conditions and agrees to be bound by the terms of this EULA. If you do not agree with the terms and conditions, do not install or use the software. Copyright notices and other marks used to identify the program must on no account be removed or modified. ABACOM-Ingenieurgesellschaft provides all information with great care and according to the currently applicable state of the art and provides for its regular updating.
§ 1 Object of this Agreement
The object of the Agreement is the computer program stored on the data carrier, the program specification, operating instructions and other associated material. Licensor warns that it is impossible to manufacture computer software so that it functions perfectly in all applications and with all hardware combinations, given the current state of technology. Therefore, the object of this Agreement is only software which is fundamentally usable as described in the program specification and operating instructions.
§ 2 Rights of Licensee
Licensee, by purchasing this product, receives only ownership of the physical data carrier to which the software has been written, as well as the right to use the purchased software. This purchase does not convey any rights to the software itself. Licensor reserves all rights to publish, reproduce, change and use this software.
§ 3 Retention of title
The software as provided, the program specification, operating instructions and other associated material remain the property of Licensor until all demands by Licensor arising from the business relationship have been paid in full by the Licensee.
§ 4 Granting of license
(1) With the prerequisite that all provisions of this EULA are observed, Licensor grants a personal, non-exclusive license to install and use the software.
(2) Licensor grants the right to install and use copies of the softweare on devices on which a properly licensed copy of the operating system for which the software was developed is installed. The software may not be saved or used on more than one hardware system, except where expressly permitted by Licensor. If, however, Licensee replaces the hardware, he must delete the software from the hardware used previously. Licensee may make copies of the software that are required for private backups and archiving.
(3) Using the software on a network or any other multi-user computer system is not permitted where this allows the program to be used concurrently at more than one workstation. If the user wishes to use the software within a network or other multi-user system, he or she must purchase an appropriate number of additional licenses for the other workstations connected to the network system. A license must be purchased and installed on every workstation that gives access to the software.
Using the software in such a network or multi-user system is only permitted after the required extra licensing fees have been paid in full.
§ 5 Decompiling and program modification
(1) Back-translating the program code into another format (decompiling) and other forms of reverse-engineering the different stages of manufacture of the software are not permitted.
(2) Removing the copy protection or any similar protection mechanisms is absolutely prohibited. Licensee may only bypass these copy-protection mechanisms if they are interfering with or preventing error-free use of the program and where Licensor, despite a request from Licensee to remove this hindrance, has not responded within a reasonable time. Licensee must prove that its use of the product is impaired or hindered by such a protection mechanism.
(3) Program modifications that go beyond the scope of paragraph 2, particularly for the purposes of debugging, or increasing the functionality of the program, are only permitted for personal use of the changed program. Personal use as defined here particularly covers private use by the Licensee. Personal use also includes professional or commercial use, where it is used only by Licensee or its employees and is not used commercially externally in any form.
§ 6 Transfer of usage rights
(1) Licensee may transfer ownership of the software to a third party, as long as this does not constitute for-profit rental or leasing and the third party agrees to be bound by the present terms and conditions. The original license package structure must be maintained, and existing license packages must not be split up and sold as a single license or with another package structure. The original Licensee must hand over all copies of the program including any backup copies, or destroy those copies not handed over. During the period of the handover of the software to a third party, the original Licensee has no right to use the program. Renting for commercial purposes or leasing are not permitted.
(2) Licensee must carefully retain these terms and conditions. Before transferring the software, these conditions must be presented to the new Licensee. If the original Licensee no longer possesses the terms and conditions at the time of this transfer, a replacement copy must be requested from Licensor. Licensee shall bear the costs of mailing.
(3) Licensee may not hand over the software to a third party when there is good reason to believe that the third party will not adhere to the terms and conditions, particularly with regard to making unauthorized copies.
§ 7 Reproduction rights
(1) All titles, including those not subject to copyright law, in and to the software and all copies thereof belong to Licensor or its suppliers. All titles and rights to the intellectual property in and to the content that can be created using the software are the property of the respective owner and can become intellectual property through applicable copyright laws and other laws and protected by contracts. This EULA does not grant you any rights to use such content. All rights not expressly granted are reserved by Licensor.
(2) Licensee may make copies of the provided program if these copies are required to use the program. These necessary copies include installing the program from the original data carrier to the main server for the hardware to be used and loading the program to internal memory.
(3) Licensee may also make additional copies for backup purposes. However, only one backup copy may be made and stored at any time.
(4) Licensee is not permitted to make any further copies, including printing the program code.
§ 8 Agreement duration
The Agreement is valid indefinitely. If Licensee breaches any provision of this agreement, the right to use the purchased program shall be terminated without notice. Licensee is obligated to destroy the original data carrier and all copies of the program, including any altered versions, and any written material upon termination of this Agreement. Regardless of all other rights, Licensor shall be entitled to terminate this License Agreement if you violate the terms of this EULA. In such a case, you must erase all copies of the software in your possession.
§ 9 Compensation for breach of contract
Licensor expressly declares that Licensee shall be liable for all losses incurred by Licensor arising from copyright infringements by Licensee in breach of this Agreement.
§ 10 Modifications and updates
Licensor is entitled to create updates to the program at its discretion.
§ 11 Warranty, duty to examine and to give notice of defects
(1) Licensor guarantees that the program as sold and as described to the purchaser is usable under the usual conditions of operation and maintenance and has the functionality claimed for a period of twelve months from the date of delivery. A negligible reduction in usability shall be disregarded. Claims in regard to defects in the software must be raised with the vendor supplying the software. For private purchase as defined by the German Civil Code, the warranty period is two years from the date of delivery.
(2) If a program package is shown to be unusable within a six-month warranty period starting from the date of delivery of the program package to the customer, Licensor will take back the program package supplied and replace it with an equivalent new program package. If this is also shown to be unusable, and if Licensor is unable to establish usability at reasonable cost and within a reasonable time, Licensee shall be entitled to a price reduction or shall be entitled to return the program package and to receive a full refund.
(3) There is no further obligation under the provisions of this warranty. In particular, there is no guarantee that the program package will meet specific requirements of the customer or those of its users. Licensee bears sole responsibility for the selection, installation and use of the software, and for the intended results.
(4) Licensee is required to inspect the software for obvious defects that would be immediately evident to an average customer. Obvious defects, particularly missing data carriers or manuals and substantial, easily visible damage to the data carrier must be reported to the supplier in writing within two weeks. Defects, particularly their symptoms, must be described in as much detail as possible (e.g. details of error messages).
(5) Defects that are not obvious must be reported to the supplier within two weeks of detection by the Licensee.
(6) If the provisions of the duty to examine and to give notice of defects are not met, the software shall be considered to be accepted with due consideration for the respective defect.
(7) Licensor assumes neither warranty nor liability for the correctness or completeness of the information, texts, graphics, links or other content contained in the software nor warranty with regard to transmission of computer viruses, worms, Trojans or other such computer programs. Forwarding any warranty or guarantee to users or third parties is expressly refused.
(8) It is expressly stated that every user is personally responsible for, and must make provision for, proper backup of all data saved in the program. Licensor offers no guarantee and accepts no responsibility whatsoever for loss of data in the event of an error.
§ 12 Liability
(1) Licensor shall be liable for damages for which it is responsible up to the purchase price. Licensor accepts unlimited liability for damages resulting from defects of title and the failure to provide the warranted characteristics. Liability for misfeasance shall be limited to the purchase price and to the losses that would typically be expected in relation to a software license. Otherwise, Licensor accepts unlimited liability only for intent and gross negligence, including that of its legal representatives and executives. Where others performing an obligation for which Licensor is principally liable are at fault, Licensor is only liable for misfeasance as defined above.
(2) For ordinary negligence, Licensor shall be liable only where it has neglected an obligation that is central to achieving the purpose of the Agreement (material obligation). If the material obligation is not fulfilled, limited liability for neglect of duty in accordance with paragraph 1 of this liability clause shall apply accordingly.
(3) Liability for loss of data is limited to the typical cost of recovery that would have been incurred had regular data backups been made corresponding to the level of risk. We accept no liability for consequential losses caused by a defect not covered by insurance or for loss of profit, unrealized savings or other indirect losses.
(4) Licensor shall not be liable for any indirect or direct damages that result from faulty configuration of the system environment, the operating system or the purchase of Licensor's software as sold. Nor does the Licensor accept any liability for such damages as may result from faulty or unapproved scripts, from other faulty or unapproved program updates or upgrades produced or commissioned by Licensee, or from faulty or unapproved interface programming.
(5) Liability under section 14 of the German Product Liability Act (ProdHG) is not affected.
§ 13 Privacy and Duty of Care
Both parties to the Agreement shall not divulge any trade or business secrets, data or documents that they become aware of through their business relationship either during or after the term of the agreement. Trade and business secrets include the names of the license holder's clients and the agreed terms and conditions of sale. Both parties to the Agreement shall not divulge any trade or business secrets, data or documents that they become aware of through their business relationship either during or after the term of the Agreement.
§ 14 Place of jurisdiction
Our entire commercial relations with Licensee are exclusively subject to the law of the Federal Republic of Germany with exclusion of the UN Convention on Contracts for the International Sale of Goods. Where this law refers to foreign legal systems, these references are invalid. The place of jurisdiction for any disputes arising from this Agreement and any agreements derived from it is Oldenburg, Germany.
§ 15 Severability clause
If individual provisions of this Agreement are or become completely or partially invalid, the validity or enforceability of the remaining provisions shall remain unaffected. In the event a provision of this contract becomes invalid or unenforceable, said provision shall be replaced by a valid and enforceable one which most closely approximates the economic intent of the Parties. The above provisions shall apply correspondingly to any gaps in the contract.
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