Terms and Conditions
These general terms and conditions (GTC) of CONZE Informatik GmbH, Agathastraße 63, 57368 Lennestadt, Phone: +49 (0) 2721.600778-0, Fax: +49 (0) 2721.600778-80, firstname.lastname@example.org (hereinafter “CONZE“), including the license terms attached to these GTC (EULA), shall apply exclusively to the use of the vistrax online shop. Services of CONZE rendered under these GTC are aimed exclusively at entrepreneurs within the meaning of § 14 BGB (Bürgerliches Gesetzbuch, German Civil Code). Changes and additions to these terms and conditions as well as any deviating terms and conditions of the customer only become effective with the express written confirmation by CONZE.
2 Conclusion of Contract
(1) Written Commissioning of Offers
All offers issued by CONZE are subject to change and non-binding; the same applies to any documents accompanying them, in which the information and illustrations are determined and created to the best of CONZE’s or its suppliers’ abilities, and in which technical changes are reserved. CONZE retains ownership and copyright of the offer documents. These must not be made accessible to third parties and must be returned to CONZE upon request.
Orders from the customer require CONZE’s written confirmation, unless they have already been agreed in a special order form between CONZE and the customer in writing. In the absence of a written order confirmation and a written contract, the performance and delivery note, or the invoice issued by CONZE shall also serve as order confirmation.
(2) Conclusion of Contract in eCommerce
(2.1) Registration in the Online Shop
Ordering in the online shop requires registration. When registering legal entities, the registration must be made by a natural person with unlimited legal capacity and representation powers. During registration, a user name and password must be selected. The password can - and should - be changed regularly after registration. CONZE recommends that users change their password regularly for reasons of data security. The contact details and other information requested during registration must be complete and correct.
After successful registration, orders can be placed via the online shop. In order to make subsequent orders as easy as possible, information about the chosen means of payment will also be saved to the user account.
(2.2) Offer and Acceptance
The offers of CONZE on the Internet are not legally binding contract offers on the part of CONZE but shall constitute only a non-binding invitation to the customer to submit binding offers for the conclusion of contracts by electronic means.
Notwithstanding the above, the customer can request CONZE to submit a binding offer by clicking the respective button. This is necessary if the customer wants to select the payment option "payment on account". If CONZE is ready to grant such payment option, the customer will then receive an electronic offer in the CONZE online shop.
Prices and the most important product information can be called up before the customer submits his offer.
A contract by electronic means via the CONZE website is concluded as follows; for all other contracts, the statutory provisions on the conclusion of the contract remain unaffected:
a) The customer selects the desired products in the desired quantity or the desired variant. With a click on the "Add to shopping cart" button, the customer receives a brief overview of items already in the shopping cart. With a click on the button "Edit shopping cart" he gets into the shopping cart.
b) The customer is given the opportunity to check his product selection. After clicking the "Checkout" button, the customer will be asked to enter personal information. Here, the customer also has the option of requesting CONZE to submit a binding offer to purchase on account; after receiving such a binding offer, the process must be continued as described hereinafter.
c) After clicking the "Next" button, the customer is given the option of selecting the means of payment and the shipping method.
d) After clicking the "Next" button, the customer, again, is given the opportunity to change his personal information. The shipping method and the means of payment can also be changed at this stage. The entries can be corrected by clicking on the "Change address" or "Change payment and shipping method" button. The terms and conditions must be accepted.
e) Afterwards, the customer submits his binding offer to conclude a contract by clicking on the "Order with payment" button.
f) CONZE immediately confirms receipt of this offer to the customer by sending a confirmation email to the email address provided. This is the declaration of acceptance of the customer's offer. In addition to the order information, this confirmation email also contains a PDF document of these GTC together with the license terms (EULA) for the purpose of permanent storage by the customer. The contract is concluded upon receipt of this email by the customer. CONZE does not save the contractual provisions.
3 Subject of the Contract
(1) In accordance with the list of products in the specific order, the subject of the contract is the respective software vistrax supplied by CONZE (hereinafter referred to as "software"), including documentation etc., as well as any demo versions, trial versions or beta versions and / or other products, in particular hardware products and consumables for use by the customer (hereinafter "hardware"). Software and hardware are hereinafter collectively referred to as "products".
(2) The service description valid at the time the contract was concluded and made available to the customer by CONZE before the contract was concluded shall be decisive in order to determine the quality of the products provided by CONZE. If such is not available in writing, the service description of the products that is available online shall apply, whereby CONZE will inform the customer of the corresponding web addresses before the contract is concluded. Any presentations in test programs, product or project descriptions, including on the Internet, shall expressly not constitute descriptions of the product quality within the meaning of § 434 BGB – because the products, especially the software, are subject to constant adaptation, so that changes and errors therein are reserved, and any information may also refer to future developments.
(3) The software provided by CONZE includes software components that are subject to an open source license. CONZE will inform the customer about the relevant license terms for these components and make the corresponding license terms available to the customer.
(4) Demo versions are provided free of charge. They are function-limited, but otherwise show the entire functionality of the software. Customers can use demo versions to extensively test the functionality of the software before purchasing it. In addition, they can be used for installation tests on the target platforms. No license key is required for such limited use.
(5) Trial versions are provided free of charge for a fixed period of at least 30 days. They have no functional limitation. However, a kind of watermark appears in the form of the product logo on the prints of visitor documents. Customers can use and test trial versions in productive environments. A trial license key is required to activate all features, without which the software behaves like a demo version
(6) Beta versions are pre-release versions of the software and are provided free of charge. They expire on a fixed date and have no functional limitation. Customers can get an insight into the upcoming software. A license key is required to activate all features, without which the software behaves like a demo version.
BETA VERSIONS MAY HAVE ERRORS. THEREFORE, CUSTOMERS ARE URGED NOT TO USE THEM IN PRODUCTIVE ENVIRONMENTS. CONCERNING ALL THE ABOVE-MENTIONED FREE VERSIONS OF THE SOFTWARE (paras. 4-6), CONZE EXCLUSIVELY ACCEPTS LIABILITY AND WARRANTY OBLIGATIONS IN ACCORDANCE WITH THE LEGAL PROVISIONS OF §§ 599 ff. BGB.
(7) In order to be able to use the software without any functional and time restrictions, the customer must purchase a software license. Corresponding personalized license keys are created by CONZE and transmitted to the customer. For details, please check the license terms (EULA), which are part of these terms and conditions.
(8) The software license entitles the customer to receive and use all software updates (“updates”) published by CONZE free of charge until the end of the agreed update period (1, 3 or 5 years). Updates to the software released after expiry of this term can no longer be used and behave like demo versions. After the update period has expired, further update packages can be purchased. The software published until the end of the update period can also be used without restriction after the update period has expired.
4 Export Control
The use of certain information, software and documentation may be subject to approval, for example due to their nature, purpose or final destination. The customer will strictly observe the export regulations and embargoes relevant to the software and documentation, in particular those of the EU or EU member states and, if applicable, the USA.
5 Retention of Title
(1) Ownership of the delivered products remains reserved until full payment (in the case of checks or bills of exchange until they are cashed) of all claims of CONZE existing at the time of delivery or arising later from the same contractual relationship.
(2) If the customer is in default with payment for more than 10 days, CONZE has the right to withdraw from the contract and to reclaim the products.
(3) In the event that CONZE exercises its retention of title, the right of the customer to use the products will expire; however, unless explicitly stated otherwise by CONZE, exercising such right shall not be understood as a withdrawal from the contract within the meaning of para. 2.
(4) The customer is entitled to resell the hardware under retention of title in the ordinary course of business. In this case, however, the customer assigns to CONZE all claims from such a resale in the amount of the invoice value of the CONZE claim, regardless of whether it originates from before or after any transformation of the hardware delivered under retention of title. Without prejudice to CONZE's authority to collect the claim itself, the customer remains authorized to collect the claim even after the assignment. In this context, CONZE agrees not to collect the claim itself as long and inasmuch as the customer fulfills his payment obligations, no insolvency or similar proceedings have been initiated, and the customer has not ceased payment. Insofar as the above securities exceed the secured claims by more than 10 %, CONZE is obliged to release respective securities of its own choice upon request of the customer.
6 Prices and Payment Terms; Creditworthiness; Default in Payment
(1) All prices issued by CONZE are in EURO plus the applicable statutory value added tax and shall apply from CONZE or from the warehouse of the CONZE supplier.
(2) All CONZE invoices are to be paid without any deductions and free of charge within 14 calendar days after the invoice date, only to CONZE's bank accounts, unless expressly agreed otherwise.
(3) The customer shall only be entitled to withhold and set-off payments against any CONZE claims if CONZE has not disputed the counterclaim or if there is a legally binding title against CONZE. The customer is also permitted to set-off counterclaims if and inasmuch as the customer's counterclaim is based on additional costs for remedial measures or completion.
(4) Advance performance on the part of CONZE always requires the creditworthiness of the customer. If there are reasonable doubts in this respect, CONZE is entitled to make all other deliveries and services, including those from already concluded and partially fulfilled contracts as well as within any warranty obligations, dependent on advance payments or security payments, withdraw from the contract or claim damages for non-performance. At the same time, CONZE can call in all claims from invoices and plans, regardless of the originally agreed payment terms, utilize securities provided by the customer and exercise existing rights of retention.
7 Shipping Terms
(1) CONZE shall deliver hardware in accordance with the agreements made with the customer in individual cases. If the ordered hardware is not available, CONZE reserves the right not to provide specific performance, whereby CONZE is obliged to inform the customer respectively before the conclusion of the contract within the meaning of Section 1(3)(f) of these GTC.
(2) Any shipping costs incurred are listed in the product description and can be called up on the website at any time before and during the ordering process. Shipping costs are shown separately on the invoice by CONZE.
(3) As far as possible, CONZE will combine all hardware of an order in one delivery. CONZE is only entitled to make partial deliveries if and inasmuch as this is acceptable for the customer. If CONZE fulfills the order through partial deliveries, the customer only incurs shipping costs for the first partial delivery in the amount specified in the order.
(4) Delivery dates and delivery periods shall only be binding for CONZE if they have been confirmed in writing by CONZE. If CONZE does not deliver the goods or does not provide them in accordance with the contract, the customer must set CONZE a grace period of two weeks to effect delivery. Otherwise, the customer is not entitled to withdraw from the contract due to delays in delivery.
8 Warranty and Liability
(1) In the event of defects, the customer is entitled, in accordance with the statutory provisions, to request subsequent performance in the form of a rectification of the defect or delivery of a defect-free good. However, CONZE is entitled to choose the type of subsequent performance. If the subsequent performance fails, the customer is entitled to reduce the purchase price or to withdraw from the contract if the legal requirements are met. However, in order to exercise any warranty claim, the customer is obliged to observe any and all inspection and notification obligations in accordance with § 377 HGB (Handelsgesetzbuch, German Commercial Code), which, usually, obliges the customer to notify CONZE about any defect within one week upon receipt of the goods.
(2) The limitation period for any warranty claims is twelve months upon receipt.
(3) CONZE is liable for intent and gross negligence. Furthermore, CONZE is liable for the negligent breach of obligations, the fulfillment of which is essential for the proper execution of the contract, the breach of which jeopardizes the achievement of the purpose of the contract, and the compliance with which the customer can regularly rely on. In the latter case, however, CONZE is only liable for the foreseeable, contract-typical damage. CONZE is not liable for the slightly negligent violation of obligations other than those mentioned in the previous sentences.
(4) The customer is solely responsible for carefully, completely and regularly making backup copies of his data as well as for the timely and continuous fulfillment of the operating regulations and system requirements of the products.
(5) The above limitations of warranty and liability do not apply in the event of injury to life, limb and health. Liability under product liability law remains unaffected.
9 Final Provisions
(1) CONZE is entitled to transfer its rights and / or obligations to third parties without the customer's special consent; this does not affect any approval requirement derived from data protection laws. An assignment of rights and / or obligations by the customer requires CONZE's prior written consent; § 354a HGB remains unaffected.
(2) CONZE may use information about the customer gathered during the contractual term for internal project reports, for example for information about technologies or areas of application. Case studies or success stories may only be used on the CONZE website and in its public presentations with the prior written consent of the customer.
(3) The contractual relationship between the parties is subject exclusively to the law of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
(4) If the customer is a merchant, a corporation under public law or a special fund under public law, the place of jurisdiction for all disputes arising from this contract is the business seat of CONZE. CONZE reserves the right to bring an action before the court that has local jurisdiction at the customer's location.
(5) Should any provision of these GTC be or become ineffective, this does not affect the effectiveness of the contract.
CONZE Informatik GmbH, Agathastraße 63, D-57368 Lennestadt, Germany, www.conze.com
Copyright (C) 2020 All rights reserved
10. January 2020