GENERAL TERMS AND CONDITIONS
By SONOLUCA GbR, Gutleutstr. 294, 60327 Frankfurt am Main, Germany
Tel.: +04969619903, Fax.: +496961990381, E-Mail: firstname.lastname@example.org
§ 1 Area of application
- The seller exclusively offers his services based on the following
terms of business. In addition to this the enclosed sellers
licensing contract shall be valid. Any other general terms and conditions,
whether contrary or supplementary (e.g. purchase conditions of Customer)
shall not become part of the contract unless their application is
explicitly approved by the seller in writing.
- Descriptions in leaflets, advertisements, catalogues, web sites
etc. are without any commitment. The offers shall not be binding.
Due to tariff changes, import and export duties, foreign exchange
rates etc. prices are subject to alteration without notice. A contract
between seller and customer is only effected after a written confirmation
of the order (e-mail is sufficient). By opening the original packing
the customer accepts protection by copyright and warranty provisions.
Deviations and supplements are only effective when confirmed by the
seller in writing.
§ 2 Delivery quantity and right of use
- The delivery includes the software and a digital user manual. Supplementary
manuals and documentations or instructions are not subject to the
contract. Manual and software are protected by copyright. Utilization
and application of software are only permitted to the following extent:
- On condition that the software is exclusively used for one single
computer at any time, the granting of an individual license provides
the customer with the permission of the software utilization for
a single computer. Using the software means that the software is
either recorded in a computers temporary memory (e.g. RAM)
or loaded in a permanent storage (e.g. hard disk, CD-ROM). If multiple
software licenses have been purchased by the customer, he is always
only allowed to use as many copies as he purchased licenses at most.
If the presumably quantity of software users goes beyond the purchased
license number, the customer has to provide suitable mechanisms
or operation methods to guarantee that the number of persons using
software simultaneously doesnt exceed the number of licensees.
- The contractually utilization covers the production of backup
copies of the committed software with the contained data at machine-readable
Important: The customer assumes responsibility to keep unchanged
all trade mark rights, like copyright notes and other legal reservations
contained in the license material as well as to transfer them unchanged
into all customer made complete or partial copies of machine-readable
- In case that software will be licensed as upgrade or update, the
customer is only entitled to exchange the further developed software
for previously delivered versions. If this should be the case, the
effectiveness of the remaining regulations remains untouched and
valid. The delivery of an upgrade or update is not to be taken as
granting of an additional software license (i.e. the customer is
not entitled to either use the upgrade or update in addition to
the software that is to be replaced, nor is he allowed to permit
its use to a third party).
- The customer shall be entitled to pass the software on to a successor,
along with a copy of the conditions of use. The software may only
be passed on together with the delivered hardware as a whole and
in its original state. The right to use the software passes on to
the successor, who replaces the customer for this purpose, while
at the same time the customers right to use the software ends;
any copies or copies in parts made by the customer as well as modified
or processed versions must not be passed on to the successor but
shall be erased immediately; this shall also be applicable to backup
copies of the software. The customer shall be entitled to pass the
software on to another user for temporary use; in this case the
provisions of this paragraph shall apply mutatis mutandis. The customer
is not entitled to let the programme or parts of the programme out
- A decompilation of the software is not allowed.
§ 3 Prices and terms of payment
- As a rule all prices are stated exclusive V.A.T. The customer shall
bear any costs for transport and package. In case of a delivery time
exceeding four months, those prices apply which were valid at the
time of ordering or making available.
- Depending of chosen mode of dispatch the purchase price is to be
paid in advance, by cash on delivery or debit order mandate. In case
of delay in payment the seller shall be entitled to withhold supply
of goods from the customer, as well as from the current contract as
from existing contractual relationships. The customer shall not be
entitled to exercise any right of retention against the sellers
claims unless such right is based on a counterclaim resulting from
the same contractual relationship.
- Only when an arrangement is effected in writing, the agreed upon
date of delivery shall have legal force. The delivery time shall be
extended adequately in case of industrial conflict (strike/lockout),
official directives or decrees (import/export restrictions) or in
case of force majeure. In case of delay the customer can withdraw
from the contract if he grants the seller an appropriate grace period.
Further claims for damages shall be excluded if the seller is not
liable for damage caused intentionally or by gross negligence.
§ 4 Return privilege
- In pursuance of § 13 BGB, the customer shall have the return
privilege, when returning commodities within fourteen days after receipt.
- The risk of taking back the goods lies with the seller. Provided
the delivered commodities correspond to the ordered goods, the customer
shall meet the transport charges for goods returned; this settlement
shall be applicable to goods up to an amount of EUR 40,00. In case
that the articles can not be dispatched by parcel, a request for taking
back in writing on a permanent data carrier (letter/fax) without stating
the reasons shall be sufficient within the given period. For meeting
the deadline forwarding on schedule shall be adequate. In any case
the seller shall be given prior notice of the return of goods, either
in writing or by telephone.
- Software seals must not be broken and sealed commodities must be
returned unopened und in undamaged condition; otherwise the return
privilege shall be declared null and void. The same applies for downloads
or software which has to be activated by a special code. In opening
the sealed packages of the data carriers or the activating code the
respective licensing agreement of the producer goes for sustained.
A belated return or a change for another product is not possible.
- Individually prepared or rather personalized licenses or products
are excluded from return in general.
- Should a download of a demo-version of the product be available,
the customer has to make sure that the software will run on his computer
system. In this case a return of the product because of supposed incompatibility
shall be excluded.
§ 5. Reservation of ownership:
- The seller retains possession of the goods (software/users manual)
until the customer has fully paid all claims arising from the relationship.
In case of customers conduct contrary to the terms of the agreement,
the seller is entitled to take back the conditional commodities for
sellers account; this is not tantamount to a withdrawal from
the contract. The customer is not authorized to dispose of the conditional
§ 6 Warranty and liability:
- For the software delivered to the customer the seller guarantees
the fitness of the goods for use according to the programme description
valid at the time of dispatch, and made available to the customer
before conclusion of the contract. No warranty can be given that the
software is suited for the purposes of the customer and compatible
with the software already installed on the customers computer
system. According to the German law on ultimate consumers (Verbraucherschutzgesetz)
the warranty period comes to 24 months, otherwise to 12 months.
- Information given in the manual and/or advertising material relating
to possibilities of software expansion or equipment available, are
noncommittal; especially since the software is regularly updated and
the data might also refer to future developments.
- According to statutory provisions the seller is unrestrictedly liable
for damage, if the damage is based on imputed neglect of duty, on
intention or gross negligence. As far as the imputed neglect of duty
is based upon slight negligence and culpable breach of contract, the
liability is limited to the contract typical damage, that can be expected
in comparable circumstances. In other respects any liability shall
be excluded. Particularly for loss of data, damage to data carriers
or other programmes, operational breakdowns and suchlike the seller
cannot be hold responsible.
§ 7 Other conditions:
- The goods will be dispatched to the address stated in the contract.
The mode of dispatch is in the discretion of the seller, except as
otherwise provided in an agreement.
- Deliveriy by installments are permitted and are considered a original
consignments. As soon as the consignment has left the storage room,
the buyer bears the risk.
- Data necessary to carry out business transactions are stored by
the seller and used for sales order processing. All personal data
will be handled confidentially.
§ 8 Final clauses:
- The laws of Germany shall apply. The application of the UN Convention
on the International Sale of Goods (CISG) is excluded.
- With regard to merchants, public law entities or separate funds
under public law, the courts of "Frankfurt am Main" shall
have exclusive jurisdiction over all disputes arising from these General
Terms and Conditions or from any contract governed by these General
Terms and Conditions.
- If one or several of the regulations should be or become ineffective,
this does not render invalid any other conditions. The ineffective
regulation is to be replaced by regulation under Federal law.
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