General conditions of Trade - Terms of delivery

The following terms and conditions apply to handing over of Programs for computer systems and devices and also for other stipulated or specified services. These conditions do not apply to the development of programs.
Any deviation from the conditions mentioned below; especially the validity of conditions governing the delivery and receipt of items sold by CODEWARE GmbH requires CODEWARE's written permission.

Delivery

CODEWARE GmbH sets a flat-rate of €12,00 and regarding the type and means of delivery, CODEWARE GmbH would try its best to meet the interests of the customer; the extra costs that may result from this - even in case of carriage paid delivery - will have to be borne by the customer.

Prices

It is hereby made expressly and explicitly clear that CODEWARE GmbH reserves all necessary changes in price. The offer is effected without any date being stipulated.

Payment

Payment is due and is to be remitted net without any deductions whatsoever within 14 days from the date of delivery.
The purchaser can lay a counter claim only if such a counter claim has been determined by CODEWARE GmbH as to be indisputable and legally binding.

The purchaser hereby agrees, that in case of default in payment CODEWARE GmbH reserves the right not only to delete the delivered software; in case of it having been installed; but also to take into possession, not only the medium containing the software but also the accessories.

Prohibition on Alterations and passing on to a third party or person

The delivered software shall not be sold or lent. the purchaser of the software has only a non-negotiable and non-exclusive right to use the purchased software. The passing on of the software to a third party is prohibited. The right to use the software is invested exclusively in the commercial unit of the customer(single person, Partnership, firm or any such similar person or institution) as well as his or her or its legal successor.
The purchaser may effect any changes to the software only after obtaining prior permission from CODEWARE GmbH in writing.

Contractual penalty

Any contravention of these rules, that are laid down for the protection of the computer program, will result in the purchaser having to pay a contractual penalty that amounts to ten times the amount due to CODEWARE GmbH at the time of delivery following purchase. The purchaser agrees and commits to compensate CODEWARE GmbH for any damages that may follow in the future.

Retention of ownership

CODEWARE GmbH retains the rightful ownership of the software till all the claims, that are due to CODEWARE GmbH now, or those that may arise in the future in connection with the delivered software, have been settled.

Complaints

The purchaser is to inform CODEWARE GmbH in writing of any obvious damage or defect within a period of two weeks after the delivery has been effected. Any complaint in any form, after this stipulated period is not legally binding on CODEWARE GmbH.
The purchaser shall inform CODEWARE GmbH, without fail or delay, in a comprehensible written form, any suitable information regarding the defect(s) or error(s), that will be of relevant help in the removal or in the correction of the defect(s) or error(s);of any other defects, that may come to light, on leagally using the software.

Guaranty and liability

The purchaser is informed, that even by the standards of modern technology it is not possible to rule out the occurrances of errors in all the conditions in which the software may be put to use.

Depending on faulty delivery or on faulty performance, CODEWARE GmbH is entitled to remedy the software or to replace the defective part of the software without demanding any payment for the same. If the remedy or the replacement fails in rectifying the error, then the purchaser is entitled 1) to demand a reduction in the price for which the software was purchased, or 2) to step back from the contract.
Errors or damages caused due to reasons or situations for which CODEWARE GmbH carries no responsibility will result in the abovementioned guaranty becoming invalid. This includes e. g. Malfunction, that occurred due to the use of unsuitable or non-recommended materials, or that, which occurred due to the user's not adherring to the conditions, that are/were set out by CODEWARE GmbH for the installation.

The Guaranty becomes invalid also if the purchaser manipulates the software or makes changes in it. The purchaser has to inform CODEWARE GmbH in writing and prove, that any changes that he/she/it has made has not lead to the error or defect that he/she/it reports/reported. CODEWARE GmbH can demand from the purchaser payment for any cost that resulted or may result from work, that is/was a result of his/her/its complaint, wherein the purchaser has not explicitly stated an error.

CODEWARE GmbH and its allies are excluded from claims for damages arising out of violation of contract and also out of actions not allowed in the contract, the only exception being the existence of a deliberate intention on the part of CODEWARE GmbH or of its allies to do so, or of gross negligence, or the absence of promised features. This does not apply to instances of negligent faults, if significant duties laid down in or expressed by a contract have been violated. Even in cases of slight faults CODEWARE GmbH bears the liability, but only if CODEWARE GmbH is obliged by the legal duty to be liable for such a case (Betriebshaftungspflicht). CODEWARE GmbH is committed to maintain the cover, provided by the insurance at the time of signing of the contract. The liability for damage to persons and also the liability stipulated by the the 'Law of Product Liability' (Produkthaftungsgesetz) remain untouched.

In case CODEWARE GmbH is burdened only with a negligent fault, then the liability of CODEWARE GmbH for indirect damage or consequential loss; for instance lost profit; remains excluded. This does not apply to the violation of significant stipulations laid down by the contract.
Claims for compensation, in case of loss of data , that occurred while securing data, stands excluded, if such a loss could and should have been prevented by following the rules laid down for securing data.

Place of Performance

The contractual place of Performance is the place of business of the purchaser.

Applicable law, Place of Jurisdiction

This Licence of Agreement is subject to german law. The exclusive place of jurisdiction for all conflicts arising out of contractual relationship is the principal office of CODEWARE GmbH (Stuttgart). CODEWARE GmbH is, however, entitled to take legal action in/at the place where the purchaser has his head office.