General terms and conditions
The following terms and conditions apply to all deliveries, services and offers of COREDINATE GmbH, hereinafter referred to as COREDINATE.
Conflicting terms and conditions of the customer shall not become an integral part of the contract, even in the absence of express objection, even in the case of delivery.
Deviations from these terms and conditions and/or additions as well as amendments and additions to concluded contracts and the COREDINATE terms and conditions applicable to them must be made in writing.
COREDINATE is entitled to amend these GTC. The customer shall be notified of this in writing. The amendments shall come into force one month after notification. If components are changed to the disadvantage of the customer, the customer may terminate the contract within one month of receipt. If the customer does not terminate the contract, the change will become effective for him.
2 Offer and Conclusion of Contract
Offers made by COREDINATE are non-binding. A contract is only concluded after written confirmation and/or by sending the goods and/or by providing the service.
The assumption of guarantees or the assurance of characteristics shall require written confirmation by COREDINATE.
The scope of the services to be rendered by COREDINATE is determined exclusively by the written contracts.
COREDINATE reserves the right to deviate from the specifications due to mandatory legal or technical standards.
As far as the contracting partners communicate by electronic mail, they recognize the message as originating from the other partner, subject to proof to the contrary, as long as the usual details such as the e-mail address of the sender, his name, the time of sending as well as a reproduction of the name as the conclusion of the message are included. Confidentiality is not guaranteed for messages transmitted without encryption.
3 Subscription and registration
COREDINATE provides the COREDINATE software exclusively within the framework of an order relationship.
The minimum term is generally two calendar years, in the COREDINATE Flex version one month.
A software subscription may be terminated by giving three months' notice to the end of the year. COREDINATE Flex can be terminated at the end of each month.
4 Installation, training and consulting
The customer is responsible for the proper installation of the software. The instruction of the customer or his employees is not part of the scope of services and shall only take place on the basis of a corresponding, separate agreement.
Insofar as COREDINATE provides training, installation or consulting services, the customer must ensure that the necessary customer-side requirements are met. COREDINATE may charge the customer for any delay caused by such a breach of duty or for any corresponding additional expenditure, in particular for longer provision of COREDINATE's personnel or its own material resources.
5 Terms of payment
The license fees for the respective month are to be paid in advance on the 1st of each month.
If a direct debit authorization is granted, the amounts due shall be debited from the customer's account.
COREDINATE is entitled to change the payment method at any time in case of insufficient creditworthiness of the customer.
If the customer is in default of payment, he has to pay interest on the monetary debt during the default. The default interest rate for the year is 8 percentage points above the base interest rate, unless the customer proves a lower or COREDINATE proves a higher damage.
In the event of late payment, all outstanding invoices shall become due immediately.
In case of return of an allegedly correct direct debit, a handling fee of 20 EUR is due.
The customer may only set off undisputed or legally binding claims or offset them against claims of COREDINATE. The customer may only exercise rights of retention if his counterclaim is undisputed or has been legally established.
6 Scope of services
COREDINATE is entitled to use the assistance of third parties to fulfill the service owed by it.
Products supplied for test or demo purposes shall remain the property of COREDINATE. COREDINATE reserves the right to equip software in such a way that it is no longer fully functional after the agreed test period has expired. The customer may not derive any claims from this.
The software is provided to the customer for non-exclusive use. The customer does not acquire ownership of the software. If the contractual relationship ends, the customer is obliged to remove the software from any end devices.
8 Rights of use for software products
COREDINATE grants the customer a limited right to use the software within the scope of the contractual relationship. All rights of use not expressly granted shall remain with COREDINATE.
In all other respects, the indispensable provisions of copyright law shall apply in addition with regard to the rights of use.
Without COREDINATE's written permission, the customer is not entitled to make copies of the documentation, the original software or the back-up copy that go beyond the above permission; to rent out or sublicense the software or documentation or to make it available to third parties in any way that has not been expressly permitted; to change, modify or adapt the software or documentation (this prohibition also applies, among other things, to translating, modifying and reusing the product in parts).
9 Delivery and transfer of risk
Delivery is subject to COREDINATE itself being supplied correctly and on time. Packaging and shipping costs for the delivery of the software to the customer shall be borne by the customer. The shipping route and means of shipment are determined by COREDINATE.
Delivery times stated by COREDINATE are not binding. In the event that the expected delivery date is exceeded by COREDINATE by more than four weeks, the customer is entitled to set COREDINATE a reasonable grace period.
Changes to the order shall result in the cancellation of agreed dates and deadlines, unless otherwise agreed. Delivery and performance deadlines shall be extended appropriately in the event of force majeure and all other hindrances for which COREDINATE is not responsible and which have a significant influence on the delivery or performance, in particular in the event of strikes and lockouts at COREDINATE, its suppliers or subcontractors.
COREDINATE shall be entitled to make partial deliveries and issue invoices accordingly, insofar as the partial delivery is not of no interest to the customer for the intended use.
Unless otherwise agreed, the goods shall be shipped uninsured and for the account and at the risk of the customer to the address specified when the order was placed. The risk is transferred to the customer when the goods have left COREDINATE's business premises. This also applies to delivery with company-owned vehicles.
10 Default of acceptance by the customer
If the customer defaults in accepting ordered goods, COREDINATE is entitled to withdraw from the contract after setting a reasonable grace period of no more than 14 days. If COREDINATE demands compensation for damages, this shall amount to 25% of the value of the order, unless the customer proves that the damage is lower or COREDINATE proves that the damage is higher.
The prices are net excluding packaging and freight charges. Deliveries and services for which no price has been agreed at the time of their order shall be invoiced at the valid list price on the day of performance.
COREDINATE is not bound by the prices quoted if a delivery period longer than four months from the written order confirmation has been agreed. In this case the prices valid at the time of delivery will be charged.
Refund claims of the customer shall be credited to the customer's invoice account and, as far as possible, offset against the next due claim.
12 Warranty, Disclaimer
All COREDINATE software products have been carefully created and tested. It is acknowledged that, given the current state of the art, it is not possible to create software that runs without errors in all conceivable system and application environments. However, COREDINATE guarantees that the products are usable in the sense of the respective program description. In the case of obvious defects in the goods as well as transport damage, the customer is obliged to notify COREDINATE of these immediately, but at the latest within 2 weeks of delivery of the software. If this deadline is missed, warranty claims due to an obvious defect are excluded. Changes and further developments of the programs do not constitute a defect.
Defects that cannot be discovered within 30 days despite careful examination must be reported immediately after discovery, otherwise warranty claims are excluded. In all other respects the customer is obliged to support COREDINATE in the detection and elimination of defects and to provide or print out auxiliary information on request.
COREDINATE is entitled to work around any error that may occur if this itself can only be eliminated with disproportionate effort and the use of the software does not suffer significantly as a result.
COREDINATE's liability is limited to the foreseeable damage.
COREDINATE is not liable for damage caused by the incorrect use of the computer system or the lack of regular backup of the data in the form of backup copies.
COREDINATE is also not liable for a lack of economic success when using COREDINATE products, nor for damage resulting from third-party claims that do not arise from the contractual relationship. Any warranty is excluded for consequences resulting from modifications made to the software by the customer or a third party, or from improper handling or incorrect operation of the software.
As far as possible, COREDINATE's liability is limited to the accumulated order value of the last three years, or alternatively to the amount covered by COREDINATE's business liability insurance.
The limitations of liability do not apply to damages caused by gross negligence and intent, in case of violation of essential contractual obligations or guarantees, as well as for damages to life, limb or health.
Furthermore, COREDINATE does not warrant that the program functions will meet the customer's requirements or that they will work together with components in the customer's specific configuration. Nor does COREDINATE provide any warranty for the selection, installation and use as well as the intended results of the software.
13 Assignability of claims
The customer is not entitled to assign his claims from the contract.
14 Retention of title
COREDINATE retains ownership of deliveries and the right to use software products provided. If the customer is a merchant, the aforementioned reservations shall apply until all claims arising or arising from the business relationship have been paid in full. This shall also apply if individual or all of COREDINATE's claims have been included in a current account and the balance has been struck and acknowledged.
The customer shall store the goods subject to retention of title for COREDINATE with due commercial care and shall insure them adequately against fire, water, theft and other risks of damage at its own expense. The customer assigns its claims arising from the insurance contracts to COREDINATE as soon as this agreement is concluded, and COREDINATE accepts this assignment.
The customer hereby assigns to COREDINATE all claims arising from the resale of the goods or - insofar as permitted by individual contracts - the further licensing of the software. It is revocably entitled to collect the receivables. At COREDINATE's request, the customer is obliged to provide information about the assigned receivables. COREDINATE is entitled to disclose the assignment to the customer.
In the event that the customer acts in breach of contract - in particular in the event of default in payment - or if payments are expected to be suspended, COREDINATE shall be entitled to take back the goods subject to retention of title at the customer's expense or to demand the assignment of any claims for surrender that the customer may have against third parties.
15 Final provisions
In case of doubt, these terms and conditions shall remain binding in their remaining parts even if individual or several provisions are legally ineffective. Should provisions be or become invalid in whole or in part, they shall be replaced by a provision that comes as close as possible to the economic purpose of the invalid provision.
The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods. Place of performance for all deliveries and services of COREDINATE is Uffenheim.