§ 1 GENERAL
1.1 | All contracts concerning deliveries and services of Krutec SoftCon GmbH are based on the following General Terms and Conditions (GTC). They are recognized by the customer when the order is placed or when the contract is signed, but at the latest when the first delivery/service is accepted, and shall apply for the entire duration of the business relationship.
1.2 | Any terms and conditions of the customer to the contrary shall be ineffective, even if we do not expressly object to them; they shall only apply if they are recognized by us in writing or in text form in individual cases.
1.3 | These GTC shall also apply to future contracts with the customer. However, we reserve the right to amend the GTC at any time.
1.4 | These GTC only apply to entrepreneurs within the meaning of § 14 BGB (German Civil Code).
1.5 | The contractual partner of Krutec SoftCon GmbH is hereinafter also referred to as the buyer or purchaser, Krutec SoftCon GmbH also as the seller.
§ 2 SCOPE OF THE DELIVERY OBLIGATION
2.1 | Our offers are non-binding, even if they are submitted at the request of the customer. A legally binding contractual relationship with the customer shall only exist when the customer has confirmed the order, which can be done, for example, by fax or e-mail (text form), provided that the authorship is established.
provided that the authorship has been established. For scope,
and time of the delivery or provision of the service shall be determined by our
order confirmation shall be decisive.
2.2 | We reserve the right to make changes to hardware and software. The details and information published on the Internet are constantly
revised. Specifications described on the website may therefore
may therefore differ from those in offers. The
contractually agreed technical details and specifications apply.
Illustrations contained on our website are neither a statement of quality nor a guarantee declaration.
§ 3 DELIVERY AND PERFORMANCE TIME, FORCE MAJEURE
3.1 | Unless otherwise agreed, the software is supplied in the version current at the time of delivery.
3.2 | The Seller shall effect delivery by providing the Buyer, at its discretion, either with a program copy of the software on a machine-readable data carrier or by making the software available on a network and informing the Customer accordingly. The application documentation shall also be provided to the Buyer, depending on the variant.
3.3 | In the case of physical shipment, the time at which the Seller hands over the software and application documentation to the carrier shall be decisive for compliance with delivery dates and the transfer of risk, otherwise the time at which the software is made available on the network and the Client is notified of this. If the software or the application documentation is damaged or destroyed after the transfer of risk, the seller shall deliver a replacement against reimbursement of the copying and shipping costs. Sentences 1 and 2 shall apply accordingly to deliveries within the scope of subsequent performance.
3.4 | As long as the Seller is waiting for the Buyer's cooperation or information or is hindered in its performance by strikes or lockouts in third-party companies or in the Seller's company (in the latter case, however, only if the labor dispute is lawful), official intervention, legal prohibitions or other circumstances beyond its control ("force majeure"), delivery and performance periods shall be deemed extended by the duration of the hindrance and by a reasonable start-up time after the end of the hindrance ("downtime") and there shall be no breach of duty for the duration of the downtime. The Seller shall notify the Buyer of such hindrances and their expected duration without delay. If the force majeure lasts uninterruptedly for more than three months, both parties shall be entitled to withdraw from the contract immediately.
§ 4 DELIVERY AND PERFORMANCE TIME, FORCE MAJEURE
4.1 | All prices are subject to value added tax at the statutory rate. Prices are always quoted in euros. Any packaging and shipping costs will be charged separately. For VAT-exempt deliveries to EU member states or the reverse charge procedure, the VAT identification number must be provided.
4.2 | Work or services to be provided by us shall be invoiced on a time basis unless a lump sum price has been expressly agreed. Invoicing shall take place after completion of the service. At our request, the customer shall make a reasonable advance payment.
4.3 | The terms of payment shall be those stated in our order confirmation.
§ 5 INSTALLATION, TRAINING, MAINTENANCE
5.1 | For the installation of the software, the seller refers to the installation instructions described in the application documentation, in particular to the hardware and software environment that must be available at the buyer's premises (system requirements). At the Buyer's request or, in the case of certain products, as a mandatory requirement (see website), the Seller shall install the software on the basis of the contract concluded. In this case, the buyer agrees an installation date with the seller and grants the seller the necessary access (remote access) to his system.
5.2 | Instruction and training shall be provided by the seller by separate agreement on the basis of the applicable price lists.
5.3 | If desired, a separate maintenance contract will be concluded for the purchased software.
§ 6 MATERIAL DEFECTS AND DEFECTS OF TITLE, OTHER DEFICIENCIES IN PERFORMANCE, LIMITATION OF WARRANTY AND LIABILITY
6.1 | The Seller warrants the agreed quality of the contractual items in accordance with § 1 clause 2.1 and that the use of the contractual items by the Buyer within the contractual scope does not conflict with any third-party rights.
6.2 | Claims of the customer for expenses necessary for the purpose of subsequent performance, in particular transport, travel, labor and material costs, are excluded if the expenses increase because the goods delivered by us have subsequently been taken to a place other than the customer's branch office, unless the transfer corresponds to their intended use.
6.3 | In the event of material defects, the seller shall initially provide warranty by subsequent performance. For this purpose, he shall, at his discretion, either provide the Buyer with a new, defect-free software version or remedy the defect; the Seller shall also be deemed to have remedied the defect if he shows the Buyer reasonable ways of avoiding the effects of the defect. The Seller shall be entitled to make subsequent performance dependent on the Buyer having paid at least a reasonable part of the remuneration.
6.4 | If the seller delivers a defect-free item for the purpose of subsequent performance, he can demand the return of the defective item from the buyer in accordance with §§ 346 to 248 BGB (§ 439 Para. 4 BGB).
6.5 | The buyer is obliged to accept a new software version if the contractual scope of functions is retained. The rights of the buyer according to § 439 BGB remain unaffected.
6.6 | If the subsequent performance fails, the Buyer shall be entitled to set a reasonable grace period to remedy the defect. He must expressly point out in writing that he reserves the right to withdraw from the contract and/or claim damages in the event of further failure. If the rectification of defects also fails within the grace period, the buyer may withdraw from the contract or reduce the remuneration if the defect is not insignificant. The seller shall pay compensation for damages or reimbursement of futile expenses due to a defect after expiry of a deadline set in accordance with sentence 1, provided that the buyer exercises his rights resulting from the expiry of the deadline within two weeks of receipt of the request. After expiry of the deadline, the right to choose shall pass to the seller.
6.7 | If the seller provides troubleshooting or fault rectification services without being obliged to do so, he may demand remuneration for these services in accordance with his usual rates. This applies in particular if a defect cannot be proven or is not attributable to the seller. The seller shall also be remunerated for any additional expenses incurred by the seller due to the fact that the buyer has not properly fulfilled his obligations in accordance with § 7.
6.8 | For other breaches of duty by the seller, the buyer may
The customer may only derive rights if he has complained to the seller in writing and granted him a grace period to remedy the defect. This shall not apply if a remedy is out of the question due to the nature of the breach of duty. The limits set out in § 10 shall apply to compensation for damages or reimbursement of futile expenses.
6.9 | The limitation period for all warranty claims shall be one year and shall commence upon delivery or provision (and notification of the Buyer thereof) of the contractual items; the same period shall apply to other claims of any kind whatsoever against the Seller.
In the event of intent or gross negligence on the part of the seller, fraudulent concealment of the defect, personal injury or defects of title within the meaning of Section 438 (1) No. 1a BGB and guarantees (Section 444 BGB), the statutory limitation periods shall apply, as shall claims under the Product Liability Act. 6.10 |For an integrated camera that takes pictures when booking a person, the seller assumes no warranty for the display of the pictures in the time recording software, as the transmission is heavily dependent on the nature of the network. In the case of fingerprint terminals, no guarantee can be given for recognition in the event of heavily used or soiled hands.
§ 7 COOPERATION AND INFORMATION OBLIGATIONS OF THE BUYER
7.1 | The buyer has informed himself about the essential functional features of the software and bears the risk as to whether it meets his wishes and requirements; in case of doubt, he must seek advice from the seller's employees or from competent third parties before concluding the contract.
7.2 | The Buyer shall be solely responsible for setting up a functional hardware and software environment for the contractual items that is also sufficiently dimensioned taking into account the additional load caused by the contractual items.
7.3 | The Buyer shall thoroughly test the software for freedom from defects and usability in the existing hardware and software configuration before using it. This shall also apply to software received under warranty and maintenance.
7.4 | The buyer shall observe the instructions given by the seller for the installation and operation of the software; he shall inform himself at regular intervals about current instructions on the websites accessible via the Internet at www.krutec.de and take these into account during operation.
7.5 | Insofar as the Seller has further performance obligations in addition to the provision of the contractual items, the Buyer shall cooperate to the necessary extent free of charge, e.g. by providing employees, work rooms, hardware and software, data and telecommunications equipment.
7.6 | The Buyer shall grant the Seller access to the contractual items for the purpose of troubleshooting and rectification, at the Buyer's discretion directly and/or by means of remote data transmission. The Seller is entitled to check whether the contractual items are being used in accordance with the provisions of this contract. For this purpose, the Seller may request information from the Buyer, in particular about the period and scope of use of the contractual items, and inspect the Buyer's books and records as well as the Buyer's hardware and software. The Seller shall be granted access to the Buyer's business premises during normal business hours for this purpose.
7.7 | The Buyer shall take reasonable precautions in the event that the software does not work properly in whole or in part (e.g. through daily data backups, fault diagnosis, regular checks of data processing results).
7.8 | Unless the Buyer expressly points this out in advance, the Seller may assume that all data of the Buyer with which it may come into contact is secured.
7.9 The Buyer shall bear any disadvantages and additional costs arising from a breach of these obligations.
§ 8 DUTY TO INSPECT AND GIVE NOTICE OF DEFECTS
8.1 | The Buyer assumes an obligation to inspect and give notice of defects with regard to all deliveries and services of the Seller in the performance of this contract in accordance with § 377 HGB (German Commercial Code).
§ 9 SCOPE OF USE
9.1 | The seller shall grant the buyer a simple right of use to the contractual items for single and multi-user use for an unlimited period of time.
9.2 | Reproduction of the software is only permitted to the extent that this is necessary for use in accordance with the contract. The Buyer may make backup copies of the software to the extent necessary in accordance with the rules of technology. Backup copies on movable data carriers shall be marked as such and provided with the copyright notice of the original data carrier.
9.3 | The Buyer is only authorized to make changes, extensions and other modifications to the software within the meaning of § 69c No. 2 UrhG insofar as the law permits such inalienably. Before the buyer himself or through third parties eliminates errors, he shall first allow the seller an attempt to eliminate the error. The Buyer shall not be entitled to its own rights of use and exploitation of such revisions beyond the rights of use granted under this contract. However, the Seller may - against reasonable remuneration - demand the granting of an exclusive or non-exclusive, spatially and temporally unrestricted right of use with the right to grant sublicenses.
9.4 | The Buyer is only entitled to decompile the software within the limits of § 69e UrhG and only if the Seller has not provided the necessary data and/or information to establish interoperability with other hardware and software after a written request with a reasonable deadline.
9.5 | If the Seller provides the Buyer with additions (e.g. patches, additions to the user manual) or a new edition of the subject matter of the contract (e.g. update, upgrade) within the scope of rectification or maintenance, which replaces previously provided contractual items ("old software"), these are subject to the provisions of this agreement.
9.6 | If the Seller provides a new version of the subject matter of the contract, the Buyer's rights under this contract with regard to the old software shall expire as soon as the Buyer uses the new software productively, even without an express request for return by the Seller. However, the seller shall grant the buyer a three-month transitional phase during which both versions of the subject matter of the contract may be used side by side.
9.7 | Reproduction or modification of the application documentation is not permitted.
§ 10 WARRANTY AND LIABILITY
10.1 | In all cases of contractual and non-contractual liability, the Seller shall pay damages and reimburse futile expenses exclusively in accordance with the following limits: a) in the case of intent in full, also in the absence of a quality for which the Seller has assumed a guarantee; b) in the case of gross negligence only in the amount of the foreseeable damage that was to be prevented by the breached obligation; c) in other cases: only from breach of a material contractual obligation if this jeopardizes the purpose of the contract, but always only in the amount of the foreseeable damage;
10.2 | The limitations of liability under clause 10.1 do not apply to liability for personal injury and liability under the Product Liability Act.
10.3 | The seller is at liberty to raise the objection of contributory negligence (e.g. from § 7).
10.4 | Section 6 (6.7) shall apply accordingly to the limitation period, subject to the proviso that the statutory limitation period shall apply to claims under sections 1a) and (b) and section 2. The limitation period pursuant to. sentence 1 shall commence at the time specified in § 199 para. 1 BGB. It shall commence at the latest upon expiry of the maximum periods specified in Section 199 (3) and (4) BGB.
10.5 | With our fingerprint terminals, we cannot guarantee recognition for some people or for heavily used working hands.
10.6 | Krutec SoftCon GmbH shall eliminate software errors that occur within 3 months after delivery of the software. Only the deviation of the software from the software description is considered a software error. For the elimination of software errors, we receive all necessary documents and information from the customer.
§ 11 OTHER CONDITIONS
11.1 | The exclusive place of jurisdiction for all disputes arising from and in connection with this contract shall be the Seller's place of business. If the Seller brings an action, it shall also be entitled to choose the place of jurisdiction at the Buyer's registered office. The right of both parties to seek interim legal protection before the competent courts in accordance with the statutory provisions shall remain unaffected.
11.2 | All legal relationships between us and the customer shall be governed exclusively by German law to the exclusion of the provisions of the UN Convention on Contracts for the International Sale of Goods (CISG).
11.3 | The conclusion of the contract and subsequent amendments and additions to the contract must be in text form to be effective.
11.4 | Section 6 (6.7) shall apply accordingly to the limitation period, subject to the proviso that the statutory limitation period shall apply to claims under sections 1a) and (b) and section 2. The limitation period pursuant to. sentence 1 shall commence at the time specified in § 199 para. 1 BGB. It shall commence at the latest upon expiry of the maximum periods specified in Section 199 (3) and (4) BGB.
