General Terms and Conditions
of GEDYS IntraWare GmbH (GTC)
Contracts for deliveries and services between GEDYS IntraWare GmbH and its customers are subject exclusively to these General Terms and Conditions, unless additional contractual terms and conditions are included in the contract. These terms and conditions apply to all future transactions, even if they are not expressly agreed upon again. The conditions shall be deemed to have been accepted at the latest on receipt of the goods or services. Deviating terms and conditions of the customer, which are not expressly acknowledged in writing by GEDYS IntraWare GmbH, are in any case non-binding. All agreements require the written confirmation of GEDYS IntraWare GmbH in order to be binding.
2. Order, placing of the order
GEDYS IntraWare GmbH accepts oral and written orders. The risk of transmission errors in the context of oral orders is borne by the customer. However, a contract is only concluded with a written order confirmation, which usually takes place within two weeks. All offers created by GEDYS IntraWare GmbH are subject to change and are non-binding. Services or goods put together in an offer are only considered to be related if this is expressly agreed. The creation of product manuals must be specially commissioned.
3. Risk-bearing and delivery
GEDYS IntraWare GmbH delivers exclusively at the risk of the customer, even if the transport costs are expressly granted; with the handover of the goods to the customer or a person carrying out the transport, the risk passes to the customer. Even in the event of accidental loss, accidental damage or loss of the goods, the customer must pay the full purchase price. The place of performance is the registered office of GEDYS IntraWare GmbH. The conclusion of transport insurance is left to the customer. The transport risk for the arrival of goods returned to GEDYS IntraWare GmbH is also with the customer.
4. Partial benefits, advance payments
GEDYS IntraWare GmbH is entitled to partial deliveries, which can be settled after their execution. GEDYS IntraWare GmbH expressly reserves the right to demand advance payments. This applies in particular in cases where the contract also includes the adaptation of the software to the customer’s system or the creation of special software.
5. Delivery periods
The delivery time for ordered goods is approx. 3 weeks, subject to timely self-delivery. At the customer’s request, a longer delivery period can also be agreed. If this delivery period is exceeded by more than 2 weeks, the customer must set GEDYS IntraWare GmbH a grace period of 2 weeks, which begins with the announcement to GEDYS IntraWare GmbH. The customer may withdraw from the contract after expiry of the grace period by registered letter In this case, the customer only claims for damages if GEDYS IntraWare GmbH has caused damage to the customer intentionally or through gross negligence; Further claims for compensation by the customer are excluded to the extent permitted by law.
6. Prices and payment
All prices quoted by GEDYS IntraWare GmbH are net prices excluding VAT; VAT is added to the respective statutory amount, unless the prices are expressly shown as gross prices including VAT in the respective statutory amount. Unless otherwise agreed, the costs of special packaging and transport are to be borne by the customer. Device prices do not include installation and induction, as well as any software adjustments; nor does prices for software include installation, training and any necessary adaptation to other hardware and/or other software. Such services are to be ordered separately by the customer and are then charged separately; Separately calculated briefings provide information on the most important performance characteristics of a delivery item without being able to replace a detailed training. GEDYS IntraWare GmbH offers the customer separate service, maintenance and training agreements for such services.
If the customer is in default with a payment, GEDYS IntraWare GmbH is entitled to charge interest in the amount of the interest rate normally calculated by commercial banks for open current account loans, but at least if a consumer is not involved in the legal transaction. 8 points above the base interest rate. GeDYS IntraWare GmbH is entitled to calculate the proven percentage if the interest rate level is proven to be higher. Proof of further damage remains unaffected by this. If the cheque or bill of exchange of the customer is not redeemed, GEDYS IntraWare GmbH is entitled to make the entire remaining debt due immediately, even if further cheques or bills of exchange have been accepted. In this case, GEDYS IntraWare GmbH may also demand advance payments or security payments for all other services contractually owed to the customer and, after a reasonable grace period, withdraw from these contracts and/or, to the extent permitted by law, claim damages for non-performance.
7. Reservation of title
All goods delivered to the customer by GEDYS IntraWare GmbH remain the property of GEDYS IntraWare GmbH until all claims arising from the entire business relationship have been paid in full. The customer may neither pledge nor otherwise transfer the goods under the retention of title of GEDYS IntraWare GmbH, nor else to resell or redistribute them. The customer may only dispose of the objects subject to retention of title to the extent that they are to be processed, installed or resold in the proper course of business. The processing or processing of goods subject to retention of title takes place for us without obliging us. The claims of the buyer against his buyer in the event of a resale are hereby assigned to GEDYS IntraWare GmbH. If the property of GEDYS IntraWare GmbH expires by combination, mixing, processing or otherwise, it is already agreed that the customer’s ownership of the new uniform item is valued by the GEDYS IntraWare (invoice value of the goods) on the GEDYS IntraWare GmbH.
The customer shall keep this (co-)property free of charge for GEDYS IntraWare GmbH. The customer assigns the claims arising from the resale, including the insurance benefit, in advance to the seller in the appropriate amount. If the value of the goods or claims of the customer covered by the simple or extended retention of title exceeds the claims of GEDYS IntraWare GmbH against the customer by more than 20 percent, the seller shall, at the request of the buyer, protection rights exceed the claims of GEDYS IntraWare GmbH by more than 20 percent.
The buyer is obligated to inform GEDYS IntraWare GmbH immediately in writing of any attachments or other accesses by third parties to the goods delivered under reservation of title.
He is obliged to provide GEDYS IntraWare GmbH with all the necessary information necessary for the assertion of the rights under Section 771 of the German Civil Code (ZPO). He is also obliged to immediately inform the third parties who take access to the goods delivered under reservation of title, the property of GEDYS IntraWare GmbH. The customer must carefully preserve the goods delivered to him subject to retention of title and insure them against all risks at his own expense. The customer hereby assigns his future claims from the insurance contracts with regard to the delivered reserved goods to GEDYS IntraWare GmbH. The customer shall bear the costs of all measures to preserve or secure the property of GEDYS IntraWare GmbH. This also applies where such a measure fails but seems objectively necessary. In the event of a breach of contract by the customer, in particular if he is in default of payment, GEDYS IntraWare GmbH is entitled to demand the return of the goods delivered under reservation of title without setting a grace period or a declaration of withdrawal. The customer must then hand over the goods immediately. A withdrawal from the contract by GEDYS IntraWare GmbH is only available if GEDYS IntraWare GmbH has expressly declared the withdrawal in writing.
8. Warranty and liability
Within the scope of the following provisions, GEDYS IntraWare GmbH guarantees, for the duration of the warranty period, that deliveries and services are free of errors in the sense of warranty law. The parties agree that software cannot be error-free under all conditions of use. Obvious defects must be notified in writing no later than 14 days after receipt of the delivery. In commercial business transactions, it is necessary that the commercial customer has duly complied with his investigative and reprimand duties as specified in Accordance with Section 377, 378 of the German Commercial Code (HGB) and that the error is made without delay within 8 days of delivery or acknowledgement of the defect of GEDYS IntraWare GmbH in writing. The warranty period is one year from the handover of the goods to the customer or in the case of dispatch to the transport company. The warranty is made at the customer’s discretion by repair or replacement delivery. If the attempt to rectify or replace the contract of repair or replacement has failed twice, the buyer is entitled to a reasonable reduction of the purchase price or optionally to cancel the purchase contract. The prerequisite for this is that the customer of GEDYS IntraWare GmbH has set a grace period of at least four weeks by registered letter. Further claims due to incorrect delivery or breach of contractual ancillary obligations by GEDYS IntraWare GmbH are excluded to the extent permitted by law; this applies to damages as well as consequential damages.
In the event of personal injury and violation of a principal (cardinal) obligation, GEDYS IntraWare GmbH was liable within the scope of the statutory provisions. Otherwise, liability exists only in the event of intent and gross negligence. If and to the extent that the liability of GEDYS IntraWare GmbH is excluded, this also applies to the personal liability of the employees, employees, employees, representatives and vicarious agents of GEDYS IntraWare GmbH. The regulations of the ProdHG remain unaffected by this.
There is no guarantee that the purchased item works flawlessly in conjunction with other products. The assertion of the warranty claim is excluded if operating or maintenance instructions are not followed, changes are made to the delivered goods, parts are replaced or consumables are used that are not original specifications. At the request of GEDYS IntraWare GmbH, the customer must, in the event of a warranty, transport the goods complained of to the registered office of GEDYS IntraWare GmbH with a precise indication of the complaint and the invoice number.
The costs incurred in this respect shall be reimbursed by GEDYS IntraWare GmbH insofar as the costs are affected from the original place of performance to the registered office of GEDYS IntraWare GmbH. The customer and GEDYS IntraWare GmbH agree that software programs cannot be error-free under all conditions of use. Additional on-site services must also be reimbursed in the event of a warranty. In addition, in this sense, all services that are not covered by the warranty are.
9. Standard software
GEDYS IntraWare GmbH sells software (standard software) as a commodity. The customer hereby declares that he recognizes the terms and conditions of delivery and contract of the software manufacturer or software supplier as well as the copyrights of the software manufacturer or license holder. This applies accordingly if the software has been adapted or developed to the customer’s system.
10. Patent and copyright laws
GEDYS IntraWare GmbH reserves the ownership and copyright of the software, switching schemes, drawings, drafts, descriptions, plans, concepts and similar documents created by it. They may not be made available to third parties without the written consent of GEDYS IntraWare GmbH. Copying is prohibited without the express consent of GEDYS IntraWare GmbH. Upon request, they must be returned immediately to GEDYS IntraWare GmbH, unless this contradicts other user agreements. In the event of an infringement, GEDYS IntraWare GmbH is entitled to claim damages. GEDYS IntraWare GmbH cannot be held liable for the violation of any patent or other intellectual property rights by the customer. The customer insits GEDYS IntraWare GmbH against any claims of third parties in this respect.
11. Return of goods/exchange
Returns of goods are only permitted with the express prior consent of GEDYS IntraWare GmbH. In the case of the agreed return of goods, a flat-rate cost is charged in principle. Returns of goods that arrive “non-free” at GEDYS IntraWare GmbH will not be accepted. In case of incorrect ordering by the customer, the goods must be returned to GEDYS IntraWare GmbH “free of charge”, the transport risk is borne by the customer.
12. Place of jurisdiction, place of performance
and application of the law
The law of the Federal Republic of Germany shall be used in all disputes arising from this contract.
For all possible disputes with GEDYS IntraWare GmbH arising from a business relationship or its initiation, the registered office of GEDYS IntraWare GmbH shall be agreed as the place of jurisdiction to the extent permitted by law. The place of performance is the registered office of GEDYS IntraWare GmbH.
13. Use of third-party services
Individual features of the GEDYS IntraWare software may use links to other SERVICES of GEDYS IntraWare or to third-party services whose license terms, as well as data protection and security measures may be different from those of THE GEDYS IntraWare software. This also applies to the use of third-party services, the results of which are again transmitted in GEDYS IntraWare Software. The transmitted data is subject to the data protection regulations of the respective service provider. The verification of the data protection regulations and the use of services of the respective service provider are the responsibility of the customer.
GEDYS IntraWare provides an overview of the possible third-party services and an overview of which data is transferred and obtained in the respective documentation of the software under the section “Use of third-party services”. GEDYS IntraWare cannot guarantee the corresponding functions of the respective service provider. The use of third-party services may incur additional costs for the respective data services. The use is the responsibility of the customer.
14. Partial ineffectiveness
The ineffectiveness of individual points of these conditions shall not affect the validity of the remaining conditions. An ineffective provision is replaced by the valid provision that comes closest in its economic impact to the invalid provision.
The ineffectiveness of individual points of these conditions shall not affect the effectiveness of the other conditions.