General Terms and Conditions of GeSi Software GmbH
A. General regulations
Section 1 Scope
- The following conditions conclusively regulate all contractual relationships between GeSi Software GmbH, represented by Managing Director Petra Feitsch, Juliuspromenade 28 in 97070 Würzburg, Germany, hereafter referred to as “GeSi Software GmbH”, and the respective customer.
- They apply exclusively for use in business transactions in relation to companies within the meaning of Section 14 BGB (German Civil Code) (“B2B”).
- These General Terms and Conditions apply exclusively. Customers’ General Terms and Conditions which contradict or deviate from these General Terms and Conditions are not accepted, unless GeSi Software GmbH has expressly agreed to them in individual cases.
- In the event of conflicts in 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 Terms and Conditions d. the legal provisions.
- The governing contract language is German.
- All prices quoted are in Euro excluding value added tax, unless otherwise specified in individual cases. Value added tax is invoiced separately at the respective applicable rate in accordance with the respective current tax regulations.
Section 2 Subject of the contract, conclusion of the contract
- The subject of the respective contract is the sale of software and/or network licences to the customer by GeSi Software GmbH.
- When purchasing the software, the customer can order the software in the online shop of GeSi Software GmbH or by email or telephone or in writing (also by fax). Once the order has been placed, the customer receives an order confirmation by email or fax where their data and order are listed again. The contract is created with this order confirmation.
- The General Terms and Conditions are available on the website of GeSi Software GmbH and are sent to the customer by email, letter or fax with the order confirmation, after they have placed their order.
- When a customer purchases network licenses, they receive an individual offer from GeSi Software GmbH. This offer is binding for GeSi Software GmbH for 30 days. The contract only comes into force when the customer has confirmed the order in writing to GeSi Software GmbH. The General Terms and Conditions are already sent to the customer with the offer.
Section 3 Payment, late payment
- Invoices are always due for payment on receipt of invoice, unless otherwise agreed in individual cases.
- Without further statement by GeSi Software GmbH, the customer shall be in default if they do not pay within 30 days after an invoice or equivalent payment schedule is due and has been received.
- The interest on late payments is 8 percentage points above the respective valid base interest rate.
- The right of GeSi Software GmbH to assert further claims for damages is not affected by the above regulations.
- The customer shall only receive the user rights defined in Section 2 and 3 once full payment of the invoice has been made.
Section 4 Retention of title, assignment by way of security
The goods supplied remain the property of GeSi Software GmbH until all claims against the customer they are entitled to arising from the existing business relationship have been fulfilled. The customer shall only receive any rights of use to be transferred (see the respective transfer regulations) after the full purchase price has been paid.
Section 5 Final provisions
- Only German law, under exclusion of the United Nations Convention on Contracts for the International Sale of Goods, applies to these General Terms and Conditions and the respective contract which has been concluded.
- Insofar as the parties are registered traders, the city where GeSi Software GmbH is headquartered is agreed as the place of jurisdiction for all disputes arising from or in connection with this contract.
- The customer is only entitled to the right to set off if their counterclaims have been legally established, are undisputed or acknowledged by GeSi Software GmbH.
- If one or more clauses of these Terms and Conditions should be completely or partially invalid, the validity of the remaining provisions shall not be affected.
B. Special regulations for the purchase of software
Section 1 Shipping costs, processing of the sales contract
- The customer is responsible for the shipping costs from the headquarters of GeSi Software GmbH.
- When the software is initially purchased, it is delivered on CD-ROM and a corresponding licence key is included in the delivery.
- When purchasing an extension of the software or additional features, the new licence key(s) are optionally delivered by post or email.
- Shipping is always at the buyer’s risk.
- The purchase price is paid by bank transfer after invoicing.
- After conclusion of the purchase contract, GeSi Software GmbH undertakes to send the goods to the customer without delay using a postal provider, unless they specified other delivery times as part of the article description. Partial deliveries are permitted if they are acceptable to the buyer.
Section 2 Scope of use of the standard software
- The customer may run the software on a single-user computer and copy the program to the extent that the respective copy is necessary to use the program. Necessary copies are in particular the installation of the program on the computer, as well as the loading of the program into memory as required to run the program.
- The customer may also make a backup copy of the software.
- If the customer purchases a so-called “second licence” for the software, a second installation on an additional workplace is permitted, but the first and second licence may not be used simultaneously.
- The customer may not make any further copies in addition to the actions permitted in Sections 1 and 2.
- In particular, rights to edit, distribute or make the software publicly available are not granted.
- If the software is resold, it must be ensured that all copies of the software on storage media remaining with the customer are completely and permanently deleted. This also applies to any backups made.
Section 3 Scope of use of the network licences
- The scope of use of the network licences is based on the respective contract concluded between both parties and the offer on which it is based.
- In principle, the customer receives the non-transferable and non-exclusive right to use the network licence agreed in the contract for an unspecified time.
- The network installation itself is carried out on the server and workstations of the customer by the customer. The customer is entitled to install the software on any number of workstations within their local network. However, the software then controls that the number of concurrent users cannot exceed the number of existing licences.
- The standard network licence only permits use on a LAN.
Section 4 Warranty and liability
- GeSi Software GmbH guarantees that the software products are free of material and legal defects. However, the contracting parties agree that in accordance with state-of-the-art technology, software errors, in particular in complex program sequences, cannot be excluded even when exercising the utmost care. The contracting parties also agree that the respective legal basis, which forms the basis of the respective software, has the legal status at the time the contract is concluded and this cannot be anticipated for the future.
- GeSi Software GmbH is liable in principle for defects in the goods in accordance with the statutory provisions of the Sales Law (Section 434 et seq. BGB).
- The warranty period for the rights under Section 437 BGB for new and used articles is one year from the beginning of the statutory limitation period.
- In the event of a defect, GeSi Software GmbH first has the duty and right to subsequent performance. In any case, GeSi Software GmbH has the choice between rectifying the defect or supplying a new product. The rectification is only deemed to have failed after a second unsuccessful attempt. The statutory cases where setting a time limit can be dispensed with shall not be affected.
- In principle, GeSi Software GmbH is not liable for damages caused by slight negligence.
- The limitations of liability in accordance with the preceding points do not apply for damages resulting from injury to life, body or health, fraudulent concealment of defects, claims under Product Liability Law, in case of intent and gross negligence as well as breach of obligations whose fulfilment enable the proper execution of the contract in the first place and which the customer can generally rely on to be adhered to (cardinal obligations).
- However, the claim for damages for negligent breach of essential contractual obligations is limited to foreseeable damage typical for the contract unless there is also another exception as listed under point 6.
- If GeSi Software GmbH delivers a defect-free item for the purpose of subsequent performance, they can demand that the customer return the defective product in accordance with Sections 346 to 348 BGB.