General Terms and Conditions of dsp-Agrosoft GmbH and Data Service Paretz GmbH
The General Terms and Conditions of Business and Delivery (GTC) are part of all contracts concluded with us. Other terms and conditions can only be agreed on the basis of our express written consent. In the event of oral placing of the order, ambiguities shall be borne by the customer. Orderers who place orders on behalf and/or on behalf of third parties shall be liable in addition to the third customer. Ancillary agreements, amendments, additions or cancellation of the contract require written confirmation. The sales employees are not authorized to make oral agreements or to make commitments that go beyond the written ones.
The prices according to the price list apply on the day of the order or the price agreement concluded in the contract. Unless expressly stated otherwise, price information from the Paretz warehouse is understood to be exclusive of statutory value added tax. This will be charged separately at the amount applicable by law.
Payments are made as cash on delivery, invoice or clearing cheque or by direct debit. Unless expressly agreed otherwise, payments are due within 14 working days after assertion. If the client is in default of payment, interest of 4 above the discount rate of the Deutsche Bundesbank (at the time of maturity) will be charged. Both the customer and us are left to prove lesser damage. The payments of the customer are due without prejudice to the right of the notification of defects. The set-off or the right to withhold payments can only be declared with undisputed, recognised or legally established claims.
4. Retention of title
Delivered goods remain our property until all claims have been fulfilled by the customer. The customer is not entitled to pledge the goods delivered under reservation of title or to transfer them for security. If our retention of title expires because the customer resells, processes or associates the delivered goods with other goods, the newly created product is subject to our retention of title. In the event of sale, the customer assigns the rights of the resulting claims to us. On request, we declare the release, insofar as our claim plus 25%.
5. Reservation of amendment
Technical changes to equipment, materials, software and other services are reserved during the period between order and delivery.
6. Transfer of risk
When the goods are dispatched to the customer, the risk of loss and damage passes to the customer. If the goods to be delivered are ready for dispatch and the dispatch or acceptance by the customer is delayed for reasons for which we are not responsible, the risk shall pass to the customer upon notification of readiness for dispatch. This also avoids the risk of having to pay the purchase price despite damage or loss.
Prerequisite for the agreed delivery date is the correct and timely self-delivery. In the event of a delay in delivery, the customer may withdraw from the contract if he has previously set a grace period for delivery of at least four weeks by registered letter. Withdrawal from the contract must also be made by registered mail. If the impossibility of delivery is due to inability on the part of the manufacturer or sub-supplier, the contracting parties may withdraw from the contract if the delivery date is exceeded by two months. In the event of force majeure and other unforeseeable, exceptional and unintentional circumstances, the delivery period shall be extended to a reasonable extent. If the circumstances make the agreed delivery impossible, we shall be released from the delivery obligation. If we become free from the delivery obligation due to extension of the delivery time or if the withdrawal from the contract is declared due to the delay in delivery, the customer cannot derive any claims for damages from this if he has been notified by us accordingly. Otherwise, limitation of liability in accordance with clause 10 applies.
The software supplied to the customer, both the products developed by us and third-party products, remains the property of the manufacturer. With the payment of the “purchase price”, the customer only acquires a license and the right to use the software in accordance with the contract. The use of purchased programs may only take place on a computer of the customer, if the version is not a multi-user version. Except for backup purposes, no copies of programs may be made, even for use on several computer systems of the customer. The transfer (original or copy) to third parties (for a fee or free of charge) is prohibited. By confirmation of acceptance, the respective license agreements of the manufacturer are accepted. Returns or exchanges to another product are not possible. Violation of copyright will be prosecuted and sanctioned. Irrespective of this, we reserve the right to claim costs incurred as well as the 10-fold product price.
The customer must immediately inspect the delivered goods for contractual quality. Warranty claims due to such obvious defects shall expire if the customer does not make the complaint of the defects that are manifested to the public in writing within 14 days. The period of delivery and the date of receipt of the notice of formal notice shall be decisive for the calculation of the time limit. In the case of transactions with full-time merchants, the provisions of Section 377,378 of the German Commercial Code (HGB) are expressly referred to. The examination of the alleged defects by us does not mean a renunciation of the rejection of a late complaint.
The customer loses his warranty claim if operating and maintenance instructions are not followed, changes are made to delivered goods, parts are replaced or consumables are used that do not meet the original specifications. As a guarantee, the customer can initially only demand repair from us. We are entitled to make a replacement delivery instead of repairs. A prerequisite for the warranty to be provided by us is the sending of the properly (if possible original) packaged defective goods with detailed description of the defect. At our option, a repair can be carried out by service technicians at the delivery location. If warranty work is not to be carried out at the place of delivery at the request of the customer, this request may be met if the resulting costs (time expenditure, travel costs, etc.) are paid by the customer. The customer is obliged to actively participate in the correction of errors by providing free printouts or data carriers that are necessary for the detection and correction of errors. The detection of defects must be made possible to the best of our ability. Complaints must be represented by reproducible errors. If a complaint of defects turns out to be unjustified, the buyer shall bear the resulting costs. The warranty extends exclusively to the rectification of defects found, but not to consequential damages (data loss, etc.). Consequential damages due to unforeseen events during the use of the products (data loss, power failure, etc.) are not covered by legitimate warranty claims. If services are used to remedy such damages, these are generally subject to a charge. The customer may demand rescission of the contract (conversion) or reduction of the price (reduction) if the rectification is not carried out within a reasonable period of time, fails or we refuse the replacement delivery or do not deliver within a reasonable period of time. A further claim for damages is only available to the customer within the scope of point. 10. Warranty claims become time-barred six months after the goods have been handed over.
10. Limitation of Liability
Claims for damages arising from delay, impossibility of performance, positive breach of claim, fault at the conclusion of the contract and from tort are limited to the amount of the total amount of the concluded contract in the event of slight negligence. If the customer is a full merchant, our liability for gross negligence shall be limited to the typical foreseeable damage. The limitation of liability also applies to goods of our suppliers that have been processed by us. We are ready to assign any warranty claims to the customer. We are not liable for damages resulting from defective software products that have not arisen on the product itself. The customer is responsible for the necessary data backups to the extent that he can and reasonably and thus excludes a data loss to a limited extent. We assume no liability for damages to recorded data held by the customer. The limitation of liability also applies to vicarious agents and vicarious agents. According to the current state of the art, a complete proof of error-free software cannot be provided. We do not guarantee that the selection of programs made by the customer meets his requirements and that the programs work together. Programs manufactured by us for the customer must be thoroughly tested by the customer before final use.
In the event that the customer withdraws from the contract, refuses acceptance, expressly declares that he does not wish to accept our delivery offer, is silent on our delivery offer or is in arrears with the fulfilment of his payment obligation, we shall be entitled to sue for acceptance, to claim damages for non-performance or to withdraw from the contract after setting a grace period of 14 days. As compensation for non-performance, we can claim 25 of the sales price without deduction. We can charge 100 of the sales price if the ordered goods (also with our suppliers) are already in production or if they are custom-made. The customer has the possibility to prove that damage has not occurred at all or not in the amount of the flat rate. We reserve the right to demand a higher damage if proven.
12. Data protection
Information on data protection can be found on our website, https://www.www.dsp-agrosoft.de/datenschutz/.
13. Place of jurisdiction, etc.
The place of performance and place of jurisdiction for all disputes arising between the parties arising from the contractual relationship is Potsdam, insofar as the customer is a full merchant or legal person. The contractual relations are exclusively subject to German law. Should individual parts of the GTC be ineffective or void, the relevant provisions shall take their place; the validity of the remaining provisions and their continued existence as a whole shall not be affected.