General terms and conditions
of semco Service Management Consulting GmbH (hereinafter the “Company”) for the FilialTec Solutions offering.
§ 1 Scope of the general terms and conditions
Contracts are concluded exclusively on the terms set out below unless otherwise agreed in writing. Deviating agreements must be made in writing. The customer’s terms only become part of the contract if the Company acknowledges them in writing. These terms apply to all contracts for work, purchase, rental and services.
§ 2 Objection to and acceptance of these terms
Any objection to these terms must be raised immediately, explicitly and in writing. Sending the customer’s own terms, or remaining silent, does not constitute an objection. Where the customer’s terms conflict with these terms, statutory provisions apply; the validity of the contract remains unaffected.
§ 3 Conclusion of contract / performance / place of performance
Offers made by the Company are without obligation. Contracts come into effect through written order confirmation or through performance by the Company. The customer is bound by its own offers for two weeks from receipt. Acceptance of services provided by the Company constitutes acceptance of these terms.
§ 4 Remuneration / default
The prices set out in the Company’s price list apply, plus VAT and, where applicable, packaging, transport, travel, insurance and customs duties. Invoices are due immediately and net. The scope of services follows from the individual agreement or the order confirmation together with the service description. Additional costs for changes to the scope of services or for delays caused by the customer are charged at the Company’s standard rates. For contracts with a term of more than four months the Company may increase prices after written notice; the customer then has a right of termination within one month subject to three months’ notice.
§ 5 Transfer of risk
Risk passes to the customer’s account ex the Company’s warehouse. Transport risk passes when the goods are ready for dispatch, even where the Company uses its own vehicles. The customer is responsible for insurance unless the Company receives express written instructions. For contracts for work (in particular individual software), risk passes on acceptance or when the customer begins operational use.
§ 6 Warranty
A) General warranty claims
The customer must inspect delivered services for completeness and defects without delay. Defects must be notified in writing within one week; obvious transport damage must be noted in writing to the carrier. Failure to give timely notice excludes warranty claims unless the Company fraudulently concealed a defect. In the case of software, technical errors cannot be excluded; immaterial impairments are remedied at the Company’s discretion by updated versions or workaround instructions. The customer must first request subsequent performance; if this fails twice or is unreasonable, the customer may demand a price reduction or withdraw from the contract.
B) Contracts of sale and for work
A warranty period of one year from acceptance/handover applies. Manufacturer warranties remain unaffected. The reversal of the burden of proof under § 476 of the German Civil Code is excluded vis-à-vis entrepreneurs. Used goods are purchased by entrepreneurs as inspected, with all warranty excluded (except in cases of fraudulent intent).
C) Service, rental or usage contracts
If defects caused by the customer require repair, the customer bears the costs at the applicable rates. The Company may use subcontractors to perform its services. Where a fixed rental term has been agreed, ordinary termination is excluded unless otherwise agreed in writing; rights of extraordinary termination remain unaffected.
§ 7 Liability
Claims are limited to damage covered by the Company’s liability insurance; to that extent the Company assigns its insurance claims to the customer. Otherwise the Company is liable only in cases of gross negligence or intent, except in cases of injury to life, body or health. Liability is limited to the actual damage and, in amount, to three times the contract value, or to one annual fee in the case of continuing obligations. The Company is not liable for data loss; the customer is responsible for its own data backups. The limitations of liability also apply for the benefit of the Company’s employees and governing bodies.
§ 8 Customer’s duties to cooperate
For software services the customer must provide a complete, detailed and consistent specification of requirements covering all required functions before work begins. If the customer does not provide such a specification, the Company may create or adapt one. The Company’s obligation to perform extends only to the specified requirements.
§ 9 Delivery periods / dates
Delivery dates are non-binding unless expressly designated as binding. Force majeure and other obstacles (shortage of materials, industrial action, transport disruption, official orders) do not put the Company in default. The Company only falls into default after a written reminder from the customer granting a grace period of at least three weeks. Rescheduling caused by the customer is at the customer’s expense.
§ 10 Data protection
The Company processes customer data as a processor. Processing takes place exclusively on the customer’s instructions; compliance with the rights of data subjects remains the customer’s responsibility. Our privacy policy applies in addition.
§ 11 Retention of title, copyright and other rights
Delivered goods and software remain the property of the Company until payment has been made in full. All copyrights, design rights, trade marks and other intellectual property rights in programs, concepts, texts and designs developed by the Company remain exclusively with the Company. The customer receives a simple, non-transferable right of use in individual software. If the retained title exceeds the claim to be secured by more than 20 %, the Company will release the excess on request.
§ 12 Severability
Should individual provisions of these terms be invalid, void or incomplete, the validity of the remaining provisions is not affected. The parties undertake to replace an invalid provision with one that comes as close as legally possible to the economic purpose of the invalid provision.
§ 13 Place of jurisdiction and applicable law
The place of jurisdiction is Ansbach, Germany, where the customer is a merchant or a legal entity under public law. German law applies exclusively. All agreements and deviations must be made in writing.