General Terms and Conditions of CebiCon GmbH

We would like to remind you, that the following terms and conditions of business are translated from the german version of the CebiCon Website. Place of juristication is Bonn, Germany.

The following terms and conditions of business apply to all present and future deliveries and any other services performed by CebiCon GmbH. Conflicting conditions of business are hereby explicitly challenged. If the customer refers to the applicability of his general terms and conditions of business, the mutually applied clauses are valid only to the extent they are concurrent. The contradictory clauses of the general terms and conditions of business are not a part of the contract; the legal provisions take their place. The exclusion of CebiCon’s general terms and conditions of business by the general terms and conditions of business of the other contracting party is not possible.

1. The quotations made by CebiCon GmbH are subject to confirmation and non-binding. The information provided in media of any kind are only guidelines and are generally subject to continuous change.

2. A contract shall only be brought about when CebiCon GmbH confirms the purchaser’s order in writing or in electronic form. It is also brought about when the CebiCon GmbH software product is properly accepted from online services according to instructions or is delivered by CebiCon. The same applies for supplements, changes, undertakings and subsidiary agreements. CebiCon GmbH reserves the right to confirm conclusion of a contract by means of an invoice.

1. If nothing else is agreed in writing or in electronic form, the prices in our quotations are in EURO. Shipments abroad are always made duty unpaid and untaxed The prices contained in quotations are non-binding. The prices confirmed by CebiCon GmbH are binding. If the customer does not accept the ordered software by the agreed date, the prices on the day of delivery shall apply.

2. If the agreed contract is annulled completely or in part with our consent, we are entitled to claim the agreed remuneration less expenses saved, as well as the costs caused by the customer in terms of liability until the annulment of the contract. This has no effect on any further compensation for damages.

1. All delivery agreements must be made in writing or in electronic form. Delivery periods begin on the date stated by CebiCon GmbH. Partial deliveries and partial performance are permissible provided they can be deemed reasonably acceptable to the customer. In case of contracts on delivery, each partial delivery is deemed to be an independent performance.

2. In case of delays in delivery and performance that it is not liable for, CebiCon GmbH is entitled to defer the delivery or performance for the duration of the hindrance, but not for a period of more than 6 weeks. The customer is only entitled to withdraw from the contract after expiry of the stated period.

3. If performance should become impossible for CebiCon GmbH and if it is not liable for this impossibility, it is exempted from the obligation to perform.

All payments are due net cash without deductions of discounts at the place of our headquarters immediately after receipt of the performance. Our accounts receivable are always deemed to be obligations to be performed at the creditor’s place of business. We are entitled to issue a separate and independent invoice for every partial delivery or instalment. Cheques are only accepted by way of payment so that the obligation is only discharged when our bank confirms the corresponding value. The date due of our invoice remains unaffected in case of payment by cheque. Our prior approval is required for payments with bills of exchange. If we consent, the same conditions hold as for payment by cheque. The client shall pay discounting charges and all other fees; this also applies to payment by cheque. In case of delayed payment, the client shall be charged interest at the rate of the applicable bank rate for overdraft; if a calendar date is stipulated for payment, this begins on this day, otherwise on receipt of a reminder, otherwise 30 days after receipt of invoice. The right to make further claims to compensation for damages is reserved. This also applies if we have to make claims on third parties to pursue our rights. If the client does not meet his obligations to pay or if circumstances become known that cast doubt on his creditworthiness, then all of our claims – including claims based on bills of exchange that we have recognized – shall become due immediately. Furthermore, we can withdraw without liability from any orders that have not yet been filled. The client is not permitted to withhold payment for a delivery due to any claims resulting from an order or due to notice of defect or to set it off against any claims whatever. This last point does not apply if the client sets off against an undisputed claim or a claim that has been recognized by a final judgement.

The warranty on the part of CebiCon GmbH is in the first place restricted to remedial performance (rectification of defect or substitute delivery). The customer has the right to demand reduction of remuneration (lowering) or to withdraw from the contract at his choice after two attempts to rectify the defect have failed. There is no defect in case of normal wear and tear, incorrect storage or treatment, non-observance of operation or maintenance instructions and manuals for use, modifications on the part of the customer or third parties, effect of external influences, in particular software or hardware that was not present or not installed at the time of performance by CebiCon GmbH. The customer must immediately examine the performances of CebiCon GmbH for any defects and immediately, at the latest within two weeks, give notice of defect in writing or in electronic form. On expiry of this time limit, the warranty on the part of CebiCon GmbH loses force.
If the customer makes claims on us by reason of warranty and if it should turn out either that there is no defect or that the defect by reason of which the claim is made is due to circumstances that do not obligate us to perform under warranty, then the customer must compensate us for all costs incurred if he is responsible for the claim made.

The period of limitations for claims by reason of defect is oriented on the statutory provisions. Substitute delivery does not extend the period of limitation. Any further claims are excluded, except for the case of absence of an agreed property, in particular if the agreement is supposed to protect the customer from consequential damage due to the defect. No written or graphic representations of our performances and deliveries shall be deemed to be agreed properties in this sense.

CebiCon GmbH accepts no liability for losses, in particular for data losses or data distortion, nor for immediate or mediate damages which with respect to the basic legal transaction are untypical for the contract or not foreseeable. This does not apply in case of intent or gross negligence. Our liability is also excluded in case of simple negligence unless the damage is due to culpable violation of substantial contractual obligations. The above limits of liability do not apply for claims due to injury to life, body or health or for claims that are obligatorily due to the customer in accordance with the product liability law.

The customer can only withdraw from the contract due to non-observance of an agreed or confirmed delivery period after he has set a period for subsequent delivery or remedial performance in writing or in electronic form.

The provisions of our software licensing contracts shall apply. The person ordering software is obligated to compete the registration cards and to rend them back to us immediately.

The data of the person ordering shall be electronically stored, processed and evaluated to the extent necessary and permissible within the framework of the German Federal law on data protection. The customer agrees to this provision.

The law of the Federal Republic of Germany is applicable. The provisions of the UN law on purchase are not applicable. The place of jurisdiction is Bonn.

XII. Partial invalidity

Modifications and supplements to this contract should only be made in writing.