General Terms and Conditions of GeSi Software GmbH
A. General regulations
§ 1 Scope of application
- The following terms and conditions conclusively regulate all contractual relationships between GeSi Software GmbH, vertr.
d.d. Managing Director Petra Feitsch, Juliuspromenade 28 in 97070 Würzburg, hereinafter referred to as “GeSi Software GmbH” and the respective customer. - They apply exclusively for use in business transactions with companies within the meaning of § 14 BGB (“B2B”).
- These General Terms and Conditions apply exclusively.
Any terms and conditions of the customer that conflict with or deviate from these terms and conditions shall not be recognized unless GeSi Software GmbH has expressly agreed to them in individual cases. - In the event of conflicts within the contractual relationship between the parties, the following order of precedence shall apply:
a. Individual agreements
b. Section B. of these General Terms and Conditions
c. Section A. of these General Terms and Conditions
d. the statutory provisions. - The authoritative contractual language is German.
- All prices quoted are net euro prices excluding VAT, unless otherwise stated in individual cases.
VAT will be invoiced separately at the applicable rate in accordance with the applicable tax regulations.
§ 2 Subject matter of the contract, conclusion of contract
- The subject of the respective contract is the sale of software and/or network licenses by GeSi Software GmbH to the customer.
- When purchasing software, the customer can place an order for the goods via the GeSi Software GmbH online store or by e-mail or telephone or in writing (including fax).
After sending the order, the customer receives an order confirmation by e-mail or fax, in which his data and his order are listed again.
The contract is concluded with this order confirmation. - The General Terms and Conditions can be viewed on the GeSi Software GmbH website and will be sent to the customer after the order by e-mail, in writing or by fax with the order confirmation.
- When purchasing network licenses, the customer receives an individual offer from GeSi Software GmbH.
GeSi Software GmbH shall be bound by this offer for 30 days.
The contract shall only come into effect with the Customer’s written order confirmation to GeSi Software GmbH.
The General Terms and Conditions shall be sent to the Customer together with the offer.
§ 3 Payments, default
- Invoices are generally due for payment immediately upon receipt of the invoice, unless otherwise agreed in individual cases.
- The Customer shall be in default without further declaration by GeSi Software GmbH if he does not pay 30 days after the due date and receipt of an invoice or equivalent payment schedule.
- Interest on arrears shall amount to 8 percentage points above the applicable base interest rate.
- GeSi Software GmbH’s right to assert further claims for damages shall remain unaffected by the above provisions.
- The customer shall only receive the rights of use regulated in Section B. § 2 and § 3 after full payment of the invoice.
§ 4 Retention of title, assignment by way of security
The delivered goods shall remain the property of GeSi Software GmbH until all claims against the customer arising from the existing business relationship have been fulfilled. Any rights of use to be transferred (see respective provision on transfer) shall also only accrue to the customer once the purchase price has been paid in full.
§ 5 Final provisions
- These General Terms and Conditions and the respective contract concluded shall be governed exclusively by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
- If the parties are registered traders, the place of jurisdiction for all disputes arising from or in connection with this contract shall be the city of the registered office of GeSi Software GmbH.
- The customer shall only be entitled to offset if his counterclaims have been legally established, are undisputed or have been recognized by GeSi Software GmbH.
- Should one or more clauses of these terms and conditions be wholly or partially invalid, this shall not affect the validity of the remaining provisions.
B. Special regulations for the purchase of software
§ 1 Shipping costs, processing of the purchase contract
- The customer shall bear the shipping costs from the location of the GeSi Software GmbH branch.
- When software is purchased for the first time, it is delivered on CD-ROM with a corresponding license key.
- When purchasing an extension of the software or additional equipment, the new license key(s) can optionally be delivered by post or e-mail.
- Shipment is always at the risk of the buyer.
- The purchase price shall be paid by bank transfer after invoicing.
- GeSi Software GmbH undertakes to send the goods to the buyer immediately after the conclusion of the purchase contract by a postal service provider, unless it has indicated other delivery times in the item description.
Partial deliveries are permissible insofar as they are reasonable for the Buyer.
§ 2 Scope of use of the standard software
- The customer may run the software on a single-user computer and reproduce the program insofar as the respective reproduction is necessary for the use of the program.
Necessary reproductions are, in particular, the installation of the program on the computer and the loading of the program into the working memory required for the program to run. - The customer may also make a backup copy of the software.
- If the customer acquires a so-called “second license” for the software, a second installation on a further workstation is permitted, but the first and second licenses may not be used at the same time.
- The customer may not make any further copies beyond those permitted in paragraphs 1 and 2.
- In particular, no rights to edit, distribute or make the software publicly available are granted.
- If the software is resold, it must be ensured that all copies of the software on storage media that remain with the customer are completely and permanently deleted.
This also applies to any backup copies made.
§ 3 Scope of use of the network licenses
- The scope of use of network licenses results from the respective contract concluded between the parties and the underlying offer.
- In principle, the customer receives the non-transferable and non-exclusive right to use the network license agreed in the contract for an indefinite period.
- The network installation itself is carried out on the customer’s server and workstations by the customer.
The customer is entitled to carry out installations on any number of workstations in his local network.
However, the software then regulates that only as many users can access these simultaneously as there are licenses. - The standard network license is only valid for use in a LAN.
§ 4 Warranty and liability
- GeSi Software GmbH warrants that the software products are free from material defects and defects of title.
However, the contracting parties agree that according to the state of the art, errors in software, in particular in complex program sequences, cannot be ruled out even if the greatest care is taken.
The contracting parties also agree that the respective legal basis, which serves as the basis for the respective software, has the legal status at the time of conclusion of the contract and cannot be anticipated for the future. - GeSi Software GmbH shall be liable for defects in the goods in accordance with the statutory provisions of the law on the sale of goods (§§ 434 ff. BGB).
- The warranty period for rights under § 437 BGB for new and used items is one year from the start of the statutory limitation period.
- In the event of a defect, GeSi Software GmbH shall initially have the obligation and the right to subsequent performance.
GeSi Software GmbH shall in any case be entitled to choose between remedying the defect and making a new delivery.
The rectification of defects shall only be deemed to have failed after a second unsuccessful attempt.
The statutory cases of the dispensability of setting a deadline shall otherwise remain unaffected. - GeSi Software GmbH is not liable for damages caused by slight negligence.
- The limitations of liability according to the preceding paragraphs do not apply to damages resulting from injury to life, body or health, in the event of fraudulent concealment of defects, claims under the Product Liability Act, in the event of intent and gross negligence and in the event of breach of obligations, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the customer may regularly rely (cardinal obligations).
- However, the claim for damages for the negligent breach of material contractual obligations is limited to the foreseeable damage typical for the contract, unless another of the exceptional cases listed in No. 6 applies at the same time.
- If GeSi Software GmbH delivers a defect-free item for the purpose of subsequent performance, the customer may demand the return of the defective item in accordance with §§ 346 to 348 BGB.
Status: 01/2018
