General Terms and Conditions
Part A – General Part and License Sales in Company Business
MacXpress
– called adminGtool –
§ 1 Object of Contract
The object of this contract is the prices indicated in the latest order confirmation.
§ 2 Elements of Contract
(1) In the case of contradictions in the order given here, the arrangements set here in writing apply:
- the latest written order confirmation from MacXpress
- the special general terms and conditions of MacXpress, listed in § 14
(2) Protection Clause
If the customer also uses general terms and conditions, the contract will also be valid without express agreement on the incorporation of general terms and conditions. If the various MacXpress general terms and conditions coincide as regards content, they will apply as agreed. Regulations from dispositive law replace contradictory individual regulations. The same applies in cases where the customer’s terms and conditions contain regulations that are not contained in these terms and conditions. If these terms and conditions contain regulations that are not included in the customer’s terms and conditions, these terms and conditions will apply.
§ 3 Contract Loopholes
If a condition in this contract or the respective amended agreement is or becomes invalid, the validity of the remainderof this contract and amended agreements will not be affected.In place of the ineffective regulation, a regulation that isclosest to the economic purpose of the ineffective regulation will count as agreed on.§ 4 Written Form
All agreements that involve a change, amendment ordetailing of these contract conditions as well as specialassurances and arrangements require written form. If they are declared by representatives or aids from MacXpress , they will only be binding once the managementof MacXpress provides written approval.§ 5 Choice of Law
The parties will agree on use of the law of the FederalRepublic of Germany excluding UN purchase law with regard to all legal relationships from this contract.§ 6 Secrecy
(1) MacXpress is obliged to observe strict secrecyabout all procedures, in particular business or companysecrets of the customer, which it obtains information onduring its work for the customer and not to disclose them to others. This applies to all non-authorized third parties, i.e. also to unauthorized employees both of MacXpressand of the customer if the disclosure of information is notrequired for proper fulfillment of the contractual obligations.
(2) MacXpress is obliged to also agree on aregulation with the same content as this point with allemployees involved in the contract fulfillment.
§ 7 Remuneration
(1) The amount of the remuneration is based on thelatest order confirmation.
(2) All terms of payment like installment payments,discounts, etc. are based on the order confirmation.
(3) Travel costs and expenses should be paid separately in accordance with the offer as they are not included in theproduct price.
(4) All prices are net prices and are payable with the respective applicable sales tax rate.
§ 8 Reservation of Title
(1) MacXpress maintains ownership or theusage rights of the software supplied to the customer aswell as the other supplied goods until complete paymentof all charges existing at the time of delivery or chargesoccurring later from this contractual relationship — in the case of payment by check or exchange until cashing.Usage rights are only transferred to the customer aftercomplete payment.
(2) If the customer owes outstanding payments orseriously violates diligence or care obligations, theapplications of the ownership right by MacXpress will not count as a withdrawal from the contract unless MacXpress expressly informs the customer of this.
(3) If the ownership right is applied by MacXpress,MacXpress the customer’s right to continue using thesoftware will cease to exist unless MacXpressinforms the customer otherwise. All program copiescreated by the customer will have to be deleted in thiscase.§ 9 Set-off
The customer can only set off claims that are recognizedby MacXpress or are legally founded.§ 10 Shortcomings Claims
(1) The intended state of the software functions results from the operating manual or the specifications.
(2) If the fault cannot be rectified within an appropriate period or if the correction or replacement can be considered a failure for other reasons, the customer can reduce the purchase price as he sees fit, withdraw from the contract and demand compensation for or replacement of fruitless expenditure. Withdrawal from the contract does not rule out the right to compensation. Withdrawal due to minor faults is ruled out, however.
(3) The improvement or replacement can be considered afailure if MacXpress has had sufficient opportunityto improve or deliver a replacement without the desiredsuccess being reached, if the improvement or replacement delivery is impossible, if MacXpress refuses it ordelays it unreasonably, if reasonable doubt regarding theprospect of success exists or if there are other unreasonable factors.
(4) Fault guarantee claims are limited to 12 months afterhand-over. Compensation claims are limited to 12 months after hand-over as long as MacXpress is notsuspected of negligence or intention.
§ 11 Investigation and Claim Obligation
The customer will examine the software including thedocumentation within 5 working days after delivery andinstallation, in particular with regard to the completeness of the data carriers and manual as well as the functioning of basic program functions.§ 12 Guarantee / Liability / Data Back-up
(1) Unless it has not been regulated in other generalterms and conditions of MacXpress, the following applies in particular for the provision of services:
MacXpress is not liable for slight negligibleobligation violations if these are not obligationsessential to the contract, are not damages involvinginjury to life, body or health or are not based on claimsin accordance with the product liability act thatconcern body or life. The same applies for obligationfailures by agents or managing employees of MacXpress.
- MacXpress is not liable for the careless violation of irrelevant obligations.
- MacXpress is not liable for lost profits and other indirect damages.
- MacXpress is not responsible for the reacquisition of data unless MacXpress caused their destruction through gross negligence or intentionally and the customer ensured that this data could be restored at a reasonable cost using data material that is kept in a form readable by machine.
§ 13 Venue
(1) Provided that the customer is a merchant as definedby German commercial law (HGB), a juristic person ofpublic law or separate property under public law, theGifhorn district court will be agreed on as the venue for all disputes that occur during this contractual relationship.
(2) For the creation or sale of software, the place ofperformance is the location of the party ordering. Theplace of performance for the maintenance of software, the provision of consulting services or the provision of any other services is the customer’s location (unless otherwise agreed on).
§ 14 General Regulations
The following general terms and conditions of MacXpress(the content can be sent to you at any time) apply depending on the specific case:
- General Terms and Conditions
- Licences Agreement
MacXpress • Talstrasse 34 -42, E50 • 66119 Saarbrücken • info@macxpress.net • www.macxpress.net