1.1. The following terms and conditions apply to all deliveries, services and offers by COREDINATE GmbH, hereinafter referred to as COREDINATE.
1.2. The client’s conflicting terms and conditions will not be part of the contract, even without explicit objection even in the case of a delivery.
1.3. Deviations from these terms and conditions and / or supplements as well as anychanges and supplements of concluded contracts and the applicable general terms and conditions of COREDINATE must be in writing.
1.4. COREDINATE is entitled to change these terms and conditions. This will be communicated to the client in writing. The changes take effect one month after notification. If components are changed to the detriment of the customer, the customer may terminate the contract within one month of receipt. If the customer does not terminate, the change comes into force against him.
2. Offer and conclusion of contract
2.1. Offers by COREDINATE are not binding. A contract is only concluded after written confirmation and / or by sending the goods and / or by providing the service.
2.2. The assumption of guarantees or the assurance of properties requires the written confirmation by COREDINATE.
2.3. The scope of the services to be provided by COREDINATE is determined exclusively by the written contracts.
2.4. COREDINATE reserves the right to deviate due to mandatory, legal or technical standards.
2.5. To the extent that the parties to the contract agree to communication by electronic mail, they acknowledge, subject to proof to the contrary, the message as originating from the other party, as long as the usual details such as the sender’s e-mail address, name, time of sending and reproduction of the name as Include completion of the message. Confidentiality is not guaranteed for unencrypted messages.
3. Subscription and registration
3.1. COREDINATE provides the COREDINATE software exclusively within the scope of a contract relationship.
3.2. The minimum term is two calendar years, in the version COREDINATE Flex it is one month.
3.3. Termination of a software subscription is possible with a notice period of three months to the end of the year. The termination of COREDINATE Flex is possible at the end of each month.
4. Installation, Training and Consultation
4.1. The customer is responsible for the proper installation of the software itself. The instruction of the customer or his employees is not part of the scope of services and is only based on a corresponding, separate agreement.
4.2. If COREDINATE provides training, installation or consulting services, the customer must ensure that the necessary customer requirements are met. COREDINATE may charge the customer for any delay caused by such a breach of duty or any additional expenses, in particular for a longer provision of the personnel of COREDINATE or its own material.
5. Terms of Payment
5.1. The license fee for each month is payable in advance on the 1st of each month.
5.2. When issuing a direct debit authorization, the sums due are debited from the customer’s account.
5.3. COREDINATE is entitled to change the method of payment in the event of a bad creditworthiness of the customer at any time.
5.4. If the customer defaults on the payment, he has to pay interest on the debt during the delay. The default interest rate for the year is 8 percentage points above the base rate, unless the customer proves a lower or COREDINATE higher damage.
5.5. In the event of late payment all outstanding invoices will be due immediately.
5.6. In the case of the return of a supposedly correct direct debit a processing fee of 20 EUR is due.
5.7. The customer may only set off uncontested or legally enforceable claims or offset them against claims of COREDINATE. The customer may only exercise rights of retention if his counterclaim is undisputed or legally binding.
6. Scope of Services
6.1. COREDINATE is entitled to use the help of third parties to fulfill the performance owed by it.
6.2. Products supplied for trial or demo purposes remain the property of COREDINATE. COREDINATE reserves the right to equip software in such a way that after expiry of the agreed test period it will no longer be fully functional. The customer can not derive any claims from this.
The software is provided to the customer for non-exclusive use. He does not acquire ownership of the software. If the contract ends, the customer is obliged to remove the software from any end devices.
8. Rights of Use for Software Products
8.1. COREDINATE grants the customer a limited right to use the software within the scope of the contractual relationship. All rights not expressly granted remain with COREDINATE.
8.2. Incidentally, with regard to the rights of use, the indispensable provisions of the Copyright Act have supplementary application.
8.3. Without the written permission of COREDINATE the customer is not entitled to make copies of the documentation, the original software or the back-up copy beyond the above permission; to rent, sublicense or otherwise make the Software or Documentation available to third parties in a manner not expressly permitted; modify, modify or adapt the software or documentation (this prohibition also applies, inter alia, to the translation, modification and re-use of the product in parts).
9. Delivery and Transfer of Risk
9.1. The delivery is subject to the condition that COREDINATE itself is supplied correctly and on time. The customer himself bears the packaging and shipping costs for the delivery of the software to the customer. The shipping route and the means of dispatch are determined by COREDINATE.
9.2. Delivery times indicated by COREDINATE are not binding. In the event that the expected delivery date of COREDINATE is exceeded by more than four weeks, the customer is entitled to set COREDINATE a reasonable grace period.
9.3. Order changes lead to the cancellation of agreed dates and deadlines, unless otherwise agreed. Delivery and service periods shall be extended appropriately in the event of force majeure and any other impediments not attributable to COREDINATE, which are of considerable influence on the delivery or service, in particular in case of strike and lockout at COREDINATE, its suppliers or subcontractors.
9.4. COREDINATE is entitled to partial deliveries and corresponding invoicing, as far as the partial delivery for the customer is not without interest for the intended use.
9.5. Unless otherwise agreed, shipping shall be uninsured and at the expense and risk of the customer to the address given when placing the order. The risk passes to the customer when the goods have left the premises of COREDINATE. This also applies to delivery with company vehicles.
10. Default in Acceptance by the Customer
If the customer falls into arrears with the acceptance of ordered goods, COREDINATE is entitled to withdraw from the contract after setting a reasonable extension of a maximum of 14 days. If COREDINATE demands damages, this amounts to 25% of the order value, if not the customer proves a lower one or COREDINATE a higher damage.
11.1. 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 will be charged at the valid list price on the day of delivery.
11.2. COREDINATE is not bound by the prices quoted if a longer delivery period than four months has been agreed upon from the written order confirmation. In this case, the prices valid at the time of delivery will be charged.
11.3. Refund claims by the customer will be credited to the customer’s billing account and, if possible, offset against the next due claim.
12. Warranty, Disclaimer
12.1. All COREDINATE software products have been carefully prepared and tested. It is recognized that according to the current state of the art, it is not possible to create software that runs flawlessly in all imaginable system and application environments. However, COREDINATE warrants that the products will be usable within the meaning of the respective program description. In the case of obvious defects of the goods as well as transport damages the customer is obliged to notify them immediately, but at the latest within 2 weeks after delivery of the software. If this period is missed, warranty claims due to obvious defects are excluded. Changes and further developments of the programs do not justify a lack.
12.2. Defects that can not be detected despite careful examination within 30 days are to be reported immediately after discovery, otherwise warranty claims are excluded. Incidentally, the customer is obliged to assist COREDINATE with the determination of errors and rectification of defects and, if desired, to create or print out auxiliary information.
12.3. COREDINATE is entitled to avoid a possibly occurring error, if this itself can be eliminated only with disproportionate effort and thereby the use of the software does not suffer significantly.
12.4. The liability of COREDINATE is limited to the foreseeable damage.
12.5. COREDINATE shall not be liable for any damage caused by misuse of the computer system or the lack of regular data protection in the form of backup copies.
12.6. COREDINATE is also not liable for lack of commercial success in the use of COREDINATE products and not for damages resulting from claims of third parties that do not arise from the contractual relationships. Any warranty is excluded for consequences that have been caused by changes made by the customer or a third party to the software or by improper handling or misuse of the software.
12.7. As far as possible, the liability of COREDINATE is limited to the accumulated order value of the last three years, in the alternative to the coverage of the business liability insurance of COREDINATE.
12.8. The limitations of liability do not apply to damage caused by gross negligence and intent, in case of breach of material contractual obligations or guarantees as well as for damage to life, limb or health.
12.9. Furthermore, COREDINATE does not guarantee that the program functions meet the requirements of the customer or that they work together with components in the customer’s special configuration. Also, COREDINATE assumes no responsibility for the selection, installation and use and the intended results of the software.
13. Assignability of Claims
The customer is not entitled to assign his claims under the contract.
14. Retention of Ownership
14.1. COREDINATE reserves the title to deliveries and the right of use of provided software products. If the customer is a merchant, the above reservations apply until the complete payment of all claims resulting from or arising from the business relationship. This also applies if individual or all claims of COREDINATE have been included in a current account and the balance has been drawn and acknowledged.
14.2. The customer must keep the reserved goods with due commercial care for COREDINATE and sufficiently insure at his expense against fire, water, theft and other risks of damage. Customer hereby assigns its claims under the insurance contracts to COREDINATE, who accepts this assignment, upon conclusion of this agreement.
14.3. The customer hereby assigns all claims arising from the resale of the goods or, as far as permitted by individual contracts, the further licensing of the software to COREDINATE. He is revocably entitled to collect the claims. At the request of COREDINATE, he is obliged to provide information about the assigned claims. COREDINATE is entitled to disclose the assignment to the customer.
14.4. In the event of breach of contract by the customer – in particular default in payment – or expected suspension of payments, COREDINATE is entitled to take back the reserved goods at the expense of the customer or to demand the assignment of any claims for surrender of the customer against third parties.
15. Final Provisions
15.1. These conditions remain in case of doubt also with legal inefficacy of single or several determinations in its remaining parts binding. Should provisions be or become wholly or partially invalid, then a provision should come into its place that comes as close as possible to the economic purpose of the invalid provision.
15.2. It is exclusively the law of the Federal Republic of Germany, excluding the UN sales law.
15.3. Place of performance for all deliveries and services of COREDINATE is Uffenheim.