§9 Fulfillment location - judicial forum - applicable law

  1. Fulfillment location for the payments of the client as well as shipments and performances of the contractor, with the exception of repairs at the client site, is the location of the contractor if the client is a merchant.
  2. The laws of the Federal Republic of Germany apply. The applicability of the uniform purchasing law is excluded.
  3. Judicial forum - also for matters concerning bills of exchange and checks - is Ilmenau, if the client is full merchant, a legal person governed by public law, or bearer of a public portfolio, or has no general domestic judicial forum. This condition of responsibility applies also in the case that the client after concluding the contract has moved his residence or usual location outside of the territorial application of the German Code of Civil Procedure (ZPO), or if his residence or usual location is unknown at the time of the filing of an action.

§10 Conclusions

  1. Should any provision of these general terms and conditions be ineffective, then the validity of the remaining provisions remains hereby unaffected. Should any provision be or become ineffective, the contractual participants are obligated to reach an agreement, that comes as close as possible to the determination that has become ineffective in its legal effect.

I. Additional conditions for machine repairs

Work time, travel time, travel costs, and expenses as well as the integrated replacement parts will be invoiced. Each hour started will be invoiced as a full hour. Cost estimates are chargeable, and only binding in writing for the scheduled work, and are only approximate in their amount.
The contractor is not liable for the hourly charges that exceed the cost estimate if defects are determined during the repair work that previously were not defined by the client. Complaints must be communicated in writing within 8 days after the repair. The contractor assumes no warranty for data losses during the repair work. Each client is responsible for his current data backup, so that liability for data losses that can occur through the activities of the employees of the contractor or disturbances to the DP system does not rest with the contractor.
Data and programs can be lost through incompatibility of the data media. All work involved to save data, if required, will be charged. To this extent liability claims are excluded.

II. Additional conditions for offprint forms

For initial orders the client will get a sample proof for review and authorization. The contractor is not liable for errors that the client does not find when checking the sample proof. The resulting additional costs arising from desires for change are charged extra.
Quantities that vary by +/- 10% are normal and permissible. Only the delivered quantity will be charged.

III. Additional condition for the analysis of electronic data processing systems (DP)

The processing and analysis of data is done on the basis of respectively applicable user descriptions from the contractor. The client obligates himself to execute the processing of personal data only within the framework of the client's instructions, and in this regard the relevant directives of the German Data Privacy Law (BDSG) are to be observed. Likewise the contractor warrants for the technical and organizational security measures according to § 6 and the annex to § 6 of the German Data Privacy Law. The contractor reserves the right to change the analysis programs, to extend them, or replace them with new ones as long as the type of data capture and type of data analysis remain intact.

IV. Property, copyright, confidentiality

The client acquires neither property nor copyright to the programs and processes supplied by the contractor. The client may not forward operating instructions and program descriptions to third parties.
The contractor obligates himself not to make information and data, as well as all analyses, provided by the client accessible to unauthorized persons.

V. Additional conditions for software

  1. Standard user software (programs)
    Content and scope of standard user programs for computers and devices are determined by the program descriptions provided to the contractor by the client. Program changes and extensions require the written confirmation of the contractor and are chargeable.
  2. Individual user software (programs)
    The objectives for working out individual user programs for computers and devices according to their performance range and their use rest on the information provided by the system analysis undertaken by the contractor and the program acceptance confirmation. The client must confirm them in writing. Subsequent changes and extensions must be agreed upon in writing and will be separately invoiced.
  3. Right of use, property, copyright
    The contractor acquires with the program a non-exclusive and non-transferable right to use the program during the agreed upon period of use. All rights extending beyond the agreed upon use remain with the contractor. The client is not authorized to make the program, or parts of the program, accessible to third parties, or to permit third parties to use the program. However the client is allowed to provide services for third parties with the help of the program.
  4. Payment conditions
    The following method of payment applies for the individual software created and supplied by the contractor: 1/3 when the order is given - 1/3 when the organizational description is accepted - 1/3 at program acceptance.
    The client must pay the agreed upon license charge to the contractor for the use transfer of the program. The license fee can be paid as a one-time fee or as a monthly license fee as agreed.
    A separate maintenance fee will be charged for the care and maintenance of the program. Data media and documentation are not contained in the license and maintenance charges; rather they will be separately invoiced at the respectively valid prices according to the price list.
  5. Program hand-over
    The contractor hands-over the program ready-to-use in the form of computer-readable program media (data media) including program description, (customer documentation). The program is considered to be handed-over and accepted when the device provides the results specified in the program description, based on the test data. The hand-over of the program must be confirmed in writing by the client to the contractor.
    Delivered programs that are used longer than 6 weeks are automatically considered to be accepted.
  6. Warranty and liability
    The contractor is obligated to use the program according to the program description. The warranty includes no-charge resolution of program errors. No warranty is offered for operator-error or non-compliance with the program description.
    The client must inform the contractor immediately in writing in case of program error, supplying the required documents and written information to determine the error, and client must provide the contractor the required time and opportunity to resolve the error.
    The client is not authorized to undertake changes in the program handed-over to him. If he should, in spite of this, make changes, then the contractor's warranty obligation is canceled.
  7. Return of the program and the program documents
    After expiration of the agreed upon use period, the client must destroy or delete the program provided by the contractor and all program documents, including duplicates or copies made by the client, and client must confirm the destruction or deleting of the said program to the contractor. The contractor is authorized to retain a program description as verification for testing and revision purposes.

VI. Additional conditions for other services

The hourly rates that are agreed in the order, will be charged for other services (for example training, consulting, care, etc.). If, during the period of services, significant cost factors change for the calculation of compensation (wages etc), then the contractor is authorized to make an appropriate price adjustment. The new prices apply after notice of the change is given. Independently of the above said, the provisions of § 3 are applicable.
Travel time, travel costs and expenses will be invoiced separately.