terms of service
qualitype GmbH
§ 1 General
The following General Terms and Conditions apply to all deliveries, services and offers of qualitype GmbH. Counter-confirmations by the customer with reference to his own terms and conditions of business or purchase are hereby rejected. Deviations from these Terms and Conditions shall only be effective if they have been confirmed in writing by qualitype GmbH.
§ 2 Offers
Offers made by qualitype GmbH are subject to change and non-binding, unless otherwise agreed. Unless otherwise stated, individual offers are valid for 30 calendar days from the date of the offer. If no date is specified, the date of the postmark shall serve as the reference.
§ 3 Conclusion of contract
All contracts, orders and agreements must be confirmed in writing or by telex by qualitype GmbH in order to be legally effective.
Unless otherwise agreed, the written order confirmation by qualitype GmbH shall form the basis of the contract. Employees of qualitype GmbH are not authorized to make promises that deviate from these GTC.
§ 4 Delivery periods
Delivery and performance deadlines require written confirmation by qualitype GmbH in order to be valid.
Compliance with the performance deadlines requires that the customer provides all necessary work and documents in full by the deadlines specified by qualitype GmbH and fulfills its duty to cooperate to the extent required.
Delays in delivery and cost increases resulting from incorrect, incomplete or subsequently changed details and information or documents provided are not the responsibility of qualitype GmbH and cannot lead to default on the part of qualitype GmbH. Any resulting additional costs shall be borne by the customer. The delivery period shall be extended appropriately if the above requirements are not all met in good time.
qualitype GmbH is not liable for delays in delivery and performance due to force majeure or due to circumstances or events that make it significantly more difficult or impossible for qualitype GmbH to fulfill the order – including, in particular, strikes, lockouts, official orders, etc., even if they occur at suppliers of qualitype GmbH or its subcontractors – even in the case of bindingly agreed deadlines. Under such circumstances, qualitype GmbH reserves the right to rescind the contract in whole or in part or to extend the delivery and performance deadlines by a corresponding period of time.
After consultation with qualitype GmbH, the customer shall be entitled to withdraw from the contract under such circumstances after a period of 12 weeks following expiry of the agreed delivery and performance period. If the customer is in default of acceptance, qualitype GmbH is entitled to demand compensation for the damage it incurs. The risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer upon the occurrence of default of acceptance.
§ 5 Prices and shipping
Prices are quoted in euros only. The prices stated in the order confirmation of qualitype GmbH plus the respective statutory value added tax shall apply. Additional deliveries and services shall be invoiced separately.
Shipment shall be at the risk and expense of the customer. This shall also apply if qualitype GmbH has assumed the transportation costs. If shipment is delayed at the buyer’s request, the risk shall pass to the buyer upon notification of readiness for shipment.
§ 6 Terms of payment and default of payment
Unless agreed otherwise, all payments are due within 14 calendar days of the invoice date, including VAT, without any deductions and free of charges. This also applies to partial invoices. A payment shall only be deemed to have been made when qualitype GmbH can dispose of the amount. In the case of checks, payment shall not be deemed to have been made until the check has been cashed.
The customer is in default of payment if the requested invoice amount has not been paid to qualitype GmbH within the agreed payment period from the invoice date. Default of payment shall come into force even without a reminder.
Compliance with the agreed payment terms is an essential condition for the performance and maintenance of the delivery or fulfillment of the contract by qualitype GmbH. Failure to comply with the agreed payment terms shall entitle qualitype GmbH to discontinue ongoing work or services within one week of written notice and to withdraw from the contract. All associated costs and loss of profit shall be borne by the customer.
qualitype GmbH is entitled to offset payments against the customer’s older debts first, despite any provisions of the customer to the contrary, and will inform the buyer of the type of offsetting that has taken place. If costs and interest have already been incurred, qualitype GmbH shall be entitled to set off the payments first against the costs, then against interest and finally against the principal claim.
§ 7 Warranty
Obvious defects in the goods delivered or services provided by qualitype GmbH must be reported in writing without delay, at the latest within 14 days of receipt of the goods. Evidently hidden defects must be reported in writing within 14 days of their discovery. If defects are not reported in good time, the goods shall be deemed to have been approved. This shall invalidate the customer’s corresponding warranty rights.
If the implementation of warranty measures fails within a reasonable period of time, the customer may, at his discretion, demand a reduction in payment or withdraw from the contract. Warranty claims are only available to the direct customer and are not transferable. Warranty work shall be carried out within normal working hours, unless a separate agreement has been made.
If the customer or a third party carries out repairs or modifications to the delivery item without the written consent of qualitype GmbH, any warranty shall be void.
If operating or maintenance instructions of qualitype GmbH are not observed, changes are made to the products, parts are replaced or consumables are used which do not correspond to the original specifications, claims for warranty for defects shall lapse if the Buyer does not refute a corresponding substantiated claim that one of these circumstances caused the defect.
§ 8 Limitations of liability
The following limitations of liability do not apply to damage caused by intent, gross negligence or the absence of warranted characteristics, or to personal injury. Claims for damages arising from impossibility or delay of performance, from positive breach of contract, from culpa in contrahendo and from tort against both qualitype GmbH and its vicarious agents shall be limited in amount to those damages which qualitype GmbH could reasonably have expected to occur at the time the contract was concluded, but not exceeding ten times the value of the order. The customer is responsible for backing up their own data. Liability for the loss of data is excluded unless the loss of data was caused by intentional or grossly negligent action or omission on the part of qualitype GmbH or is based on the absence of properties warranted by qualitype GmbH. qualitype GmbH shall not be liable for damage caused by misuse of the computer system or failure to regularly back up data in the form of backup copies.
§ 9 Retention of title
Until all claims to which qualitype GmbH is entitled against the customer now or in the future for any legal reason have been satisfied, qualitype GmbH shall be granted the following securities, which qualitype GmbH shall release upon request at its discretion as soon as the value of the securities exceeds the value of the claims by 20% on a sustained basis.
All goods delivered by qualitype GmbH remain the property of qualitype GmbH until full payment and settlement of all claims arising from the business relationship. This also applies to contingent receivables.
Access by third parties to the goods owned or co-owned by qualitype GmbH must be notified by the customer without delay. The customer shall bear any costs arising from such interventions for a third-party action or costs for an out-of-court release. The customer hereby assigns to qualitype GmbH in full by way of security all claims arising from the resale or other legal grounds in respect of the goods subject to retention of title (including all current account balance claims).
§ 10 Withdrawal
If there is a significant deterioration in the customer’s financial situation that casts doubt on his ability to pay or if qualitype GmbH becomes aware of circumstances that cast doubt on the buyer’s creditworthiness, qualitype GmbH is entitled to withdraw from the contract or to withhold deliveries and services and to set the buyer a reasonable deadline for making advance payments or providing collateral. After expiry of this period, qualitype GmbH shall be entitled to withdraw from the contract.
§ 11 Data protection
The customer authorizes qualitype GmbH and agrees to process, store and evaluate the data received about the customer in connection with the business relationship in accordance with the Federal Data Protection Act. qualitype GmbH stores and uses the customer’s personal data to process orders and any complaints. qualitype GmbH uses the customer’s e-mail address only for information letters regarding the orders and for its own product information by e-mail. If the customer provides Qualitype GmbH with his e-mail address, he does so in order to give his consent to receive such information by e-mail. This can be revoked at any time.
qualitype GmbH does not pass on any personal customer data to third parties. This does not apply to licensors who insist on information about the purchasers of the software for the purpose of proving that the software has been properly licensed.
The customer has a right to information as well as a right to correction, blocking and deletion of his stored data.
§ 12 Final provisions
These Terms and Conditions and the entire legal relationship between qualitype GmbH and the customer shall be governed by the laws of the Federal Republic of Germany. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply.
Other agreements or declarations of intent by the contracting parties must be made in writing to be legally effective. This also applies to any change to the written form requirement. The place of fulfillment is Dresden. The sole place of jurisdiction for all disputes between the contracting parties, including actions on bills of exchange and checks, shall be Dresden, insofar as this can be legally agreed. Should one of these provisions be invalid, this shall not affect the validity of the remaining provisions. Ineffective provisions are replaced by effective provisions that largely achieve the intended economic purpose.
Software License Conditions | qualitype GmbH
1. preliminary remarks
These license conditions apply in addition to the General Terms and Conditions for the Supply of Goods (GTC for the Supply of Goods) and the General Terms and Conditions for Online Products (GTC for Online Products). The license conditions are accepted by opening the seal or by continuing the installation.
2. granting of rights of use
Upon conclusion of the contract for the delivery/download of software (irrespective of the storage medium), the customer is granted the non-transferable and non-exclusive right to use the contractual software, which is limited to the use described below. All rights of use not expressly listed therein shall remain with qualitype GmbH as the owner of all copyrights and industrial property rights.
3. scope of the rights of use
Upon delivery, the customer acquires the right to use the software supplied to him to the extent specified in the contract (number of licenses acquired, duration of the right of use) on any computers suitable for this purpose. The duration of the right of use is determined by the respective software product and is communicated to the customer at the start of the contract and with each subsequent update. It is not possible to use time-limited software products beyond the subscription period, as the software contains a time switch that excludes further use. In addition, the customer is expressly granted the right to use online databases for some products. The right to use the online database is determined exclusively by the subscription period for the respective software product and ends at the same time. There is no legal entitlement to the use of online databases supplementing the product, unless these are an integral part of the product.
The customer undertakes to use the program only for his own purposes and not to make it available to third parties either free of charge or for a fee. The software may only be used by one person on one computer per license, but not simultaneously on two or more computers, whether by the same or different persons at the same time.
The customer is entitled to install and use the software on the hard disk and to make a backup copy of the original DVD or CD-ROM, but this may not be used at the same time as the original version. In the case of a contract for a network version/multiple license, the customer is entitled to use the software at any time on one or more computers with several persons simultaneously in accordance with the contractual agreement.
The customer is not entitled to make copies of the software unless the copies are made for data backup purposes and are only used for this purpose. Furthermore, he may not reproduce the software components, images supplied, the manual, accompanying texts or the documentation belonging to the software by photocopying or microfilming, electronic backup or by other means, nor may he distribute or lease the software and/or the associated documentation, grant sublicenses thereto to third parties or make them available to third parties in any other way. The customer is not authorized to pass on access IDs and/or passwords for the product or for database access related to the product to third parties. The customer is not authorized to change, modify, adapt or decompile the software and/or the associated documentation in whole or in part, insofar as this exceeds the limits of §§ 69d para. 3, 69e UrhG. The customer is also prohibited from altering copyright notices, marks/trademarks and/or proprietary notices of the publisher on programs or documentation material.
4. liability
Liability for damage caused by the use of the software supplied by qualitype GmbH to other software or to data carriers/data processing systems of the customer shall only be assumed if the defect in the software/data carrier supplied that caused the damage was caused intentionally or through gross negligence by a legal representative or vicarious agent and the damage is foreseeable and typically occurring. In the case of contracts with legal entities under public law, special funds under public law and merchants – with regard to the latter, however, only if the contract is part of their commercial business – liability for gross negligence by vicarious agents is also excluded in addition to the limitation of liability in the preceding sentence, unless it is the fault of senior vicarious agents or primary contractual obligations have been breached. Statutory warranty claims for subsequent performance, withdrawal or reduction – but not for damages – remain unaffected by the above provision.
qualitype GmbH
Moritzburger Weg 67
01109 Dresden
Phone: +49 351 8838 2800
Fax: +49 351 8838 2809
E-mail: info@qualitype.de
Web: www.qualitype.de