netscreens digital storefront GmbH, stand 1/2008
1. General information
Following conditions apply to all transactions – also for future. These are valid even if not each particular to them. Contrary or deviating conditions of the customer are also then not, if we do not expressly contradict them and the contract to perform. _offers always free sustained. Product or project descriptions are not warranties i. S d. §§ 276, 443 BGB. By the assumption of a guarantee is to go only if we have expressly designated them as such and confirmed in writing. A contract is concluded only with written confirmation of the order or contract. So its consent the order confirmation contains changes to the order of the customer, is considered, if he does not object in writing within reasonable period of time. Verbal agreements require the written confirmation, changes or additions to these terms and conditions in writing. This also applies to the waiver of the written form requirement. Order changes or enhancements by the customer after the order confirmation shall entitle us to the price adjustment and the delivery extension. "Goods" i. S d. Conditions all articles including software to upon the customer according to the contract, even if they are incorporeal, z. B. be made available through electronic disclosure.
The customer to us pays a fee for the use of the software supplied, as well as the content management system (CMS). The prices of our current price list shall apply. The payment of the fee is 10. one month due, unless a payment not quarter or half-yearly advance has been agreed. Costs for hosting the Central Server (in particular data management) and system administration (control, monitoring systems) are included in the fee. The prices for the delivered hardware are determined according to our current price list. Prices are excl. Transport and installation costs and plus Sales tax. Invoices are payable within 7 days of invoice without any deduction. We will charge separately complete missing information, unclear objective or task to an additional expenses for us, this according to the current price list, if the customer despite prompt does not correct his personal data. We are continuing on the first year of the contract, possibly make necessary price adjustments with a notice period of 2 months. In this case, the customer exceptionally within two months after notification of the price adjustment may terminate. A right of retention and set-off right, entitled to only the customer if his counterclaims are legally established, undisputed or acknowledged. Late payment and justified doubts as to the solvency of the customer we can demand advance payment or a right of retention regarding assert another performance. After unsuccessful expiration one the customer of reasonable deadline for performance we are entitled to withdraw from the contract. If payment is delayed, all may be granted rebates, discounts and other benefits are no longer necessary.
3. Support of the customer
As required by the customer to be procured his own expense text, image, LMS graphic materials are to provide us promptly and in a common, directly usable as digital format. The customer shall bear the costs of a necessary data conversion. The customer assumes liability, that through the mentioned materials any rights of third parties (in particular. Protection, copyright and personality rights) or other legal provisions (in particular. Breach of professional and ethical rules). Are we taken by third parties due to a violation of such rights in the claim, thus the customer indemnifies already us, under the condition that the customer is responsible for the infringement, we inform the customers of these claims and all defensive measures are reserved to him.
Indication or confirmation of delivery are non-binding. An agreed delivery time requires that the customer in time and fully met its duties to cooperate and other duties arising from the contract. In case of default of the customer with the fulfilment of his duties, the delivery time is extended appropriately. For non-execution or late self-delivery, the delivery time by the duration of the obstacle will be extended, unless we have to represent this fact. It is clear that a self supply not to be reasons we will not occur, we are _in the (partial) withdrawal from the contract shall be entitled. case of delay in delivery can the customer only withdraw from the contract, insofar as a set us by the customer in writing, reasonable grace period for performance has unsuccessfully expired and we have to be responsible for the delay. The customer is obliged on our request to declare whether he resigns due to the delay or the delivery consists. _the risk passes with delivery of the goods within an appropriate period or Acceptance to the customer via.
5. Copyright and/retention of rights of use
Our works and services are protected by copyright. We admit the customer a nonexclusive, revocable right to use the delivered software on the machines supplied by us, and only for their own business purposes. Additional rights are needed for more calculators or information screens. The granting of sublicenses, duplicating, rent or reuse in any other way is not allowed. We reserve the ownership of the goods until fulfilment of all claims which we are entitled to against the customer. For breach of contract of the customer, in particular. Delay of payment, we are entitled to reclaim the reserved goods and to revoke the right to use. Taking back the goods, withdrawal from the contract is only if we expressly declare this. This also applies to the withdrawal of the right of use.
6. Claims based on defects
(a) the goods must examine receipt on defects and transport damage immediately defects of the customer. Defects have to inform us immediately in writing. The display, stops the delivery shall be deemed properly and approved. The use of the contested goods without our written consent is regarded as approval. First, we are entitled in case of defects at our discretion to remedy the defect (repair) or the delivery of a defect-free item (replenishment). We may refuse a type of remedy or the entire subsequent performance if it is only possible at disproportionate cost. The customer has to grant us opportunity for subsequent performance within a reasonable period of time, otherwise we are exempt from liability for the resulting consequences. We are obliged to bear all for the purpose of the deficiency removal expenses insofar as these costs are increased by, that the goods was transported to a place other than the place of performance. The subsequent performance fails, the customer can from the contract withdraw, reduce the remuneration or demand compensation for damages. Claims for damages the customer entitled to only for defects insofar as our liability is excluded or limited according to our liability. If and as far as defects based changes or work on the delivered goods on improperly performed by the customer or on the instigation of third party claims based on defects not be eligible. We may assign our respective claims against our supplier, manufacturer or other third parties for the purpose of subsequent performance to the customer. The customer must take our supplier or the manufacturer if necessary legal action on these claims claim in this case to assert of its claims, unless this is unreasonable for the customer. This also applies if we have adapted to the hardware or software for the needs of the customer, configured or otherwise modified, unless unless the defect has been caused by us.
(b) the use of the goods results in the violation defects commercial or copyright rights domestically, are we at our discretion and at our expense either obtain a right of use for the customer, they change so that the copyright is not violated or replace. This is not possible, us on reasonable terms the legal withdrawal or reduction rights is entitled to the customer of notwithstanding any claims for damages. Claims of the customer are excluded, as far as responsible for the infringement of property rights or these by a use not foreseeable by us, or by was caused by special requirements of the customer, the delivery by the customer has been altered or used together with goods not supplied by us. Our obligations for defects are final subject to our liability in case the protection or violation of copyright law.
(c) Statute of limitations claims based on defects become time-barred one year after delivery of the goods, unless the defect was fraudulently concealed or concerns a guarantee i. S d. §§ 276, 443 BGB.
7. User name and password
The customer is responsible for the access data (user name and password) and assumes full responsibility for abuse.
8. Responsible for transmission
We are responsible for the content of the online content management system. The customer is responsible for the selection and transmission of information. We have no influence on content, which radiates a maintains the customer in the system. The customer bears the full responsibility for their legal admissibility and already provides us claims third parties, in particular. free from copyright or competition infringements. The customer will broadcast any political or religious content on our info screens or those that obviously violate law and morality. We are entitled to terminate without notice Im_Falle of reasonable legal or moral objections to content emitted without our consent.
9. Broadcasting advertising
The content provided by netscreens for the composition of the programme are any contributions to the application of foreign businesses and services within the customer premises. Special agreements of customers with manufacturers or retailers, about the implementation, broadcast or advertising subsidies and reimbursement of expenses, the customer closes itself with the promotional drive end company.
We are only liable for intent and gross negligence and breach of an essential contractual Pflicht.Im is case of gross negligence, as well as slightly negligent breach of a material contractual obligation our liability to foreseeable upon conclusion of contract, contract-typical damage limited. Contractual Pflichtensind such, the fulfilment of which only enables the proper performance of the contract and the customer can rely on compliance. In addition, our liability is excluded. As far as our liability is excluded or limited, this also applies to the liability of our agents and representatives. The above liability exclusions and limitations do not apply to the liability under the product liability Act, body damage, fraudulent concealment of defects, guarantee an i. S d. §§ 276, 443 BGB. A change of the burden of proof to the detriment of the customer is hereby not connected. Claims for damages of the customer, for which liability is limited under this section, expire one year from the beginning of the statutory period of limitation.
The customer is obliged to treat him communicated information and handed over documents as confidential and to prevent their knowledge and exploitation by third parties. This is him in particular for the allocated user name and password. The duty of confidentiality applies equally for officers and employees of the customer.
12. Data processing
The customer agrees that his personal data (company, address, responsible employee, type and size of orders, etc.) are processed by us to fulfillment of contractual obligations, as well as for marketing purposes.
13. Contract term and termination
The contract term is 36 months and is extended by one year, as far as not writing until there is a written notice not later than 3 months before the end of the contract year. The right to terminate without notice for an important reason remains unaffected. We are especially entitled to terminate without notice if the customer with payment of the fee not only in the short term in default or is provided over the assets of the customer insolvency. After the end of the contract, the licensed software to us is to return, copies are to delete. _Wegen of the termination of the contract can be of any party asserted claims for compensation, unless they are based on a fault of one party.
14. Final provisions
We shall be entitled to designate the customer as a reference customer and public to render services for demonstration purposes, unless the customer makes an overriding legitimate interest in writing.
Should any provision of these terms and conditions be or become invalid, the validity of the remaining provisions is not affected. The Contracting Parties will replace the invalid provision by a legally binding that comes as close to the intended use.
German law shall apply. Place of jurisdiction is exclusively our seat.
As of January 2008
netscreens digital storefront GmbH, Karlsruhe
HRB 111187 Amtsgericht Mannheim
Represented by Dipl. Ing. Michael thrush