General Terms and Conditions of Ferber-Software GmbH

§ 1 Validity of the conditions

The deliveries, services and offers of Ferber-Software GmbH are exclusively based on these terms and conditions. Counter-confirmations of the Client with reference to its terms and conditions of business or purchase are hereby contradicted.

§ 2 Offers and conclusion of contract

1.  Side agreements, amendments, supplements and/or other deviations from these terms and conditions are only valid if they are accepted by Ferber-Software GmbH. Such agreements shall be made in writing.
2. The contracting parties shall immediately confirm verbal agreements in detail in writing.
3.  Orders become binding only with our order confirmation.
4. The offer documents, descriptions and samples of Ferber-Software GmbH may not be passed on, published, reproduced or otherwise made available to third parties without our permission. Upon request, all documents provided by Ferber-Software GmbH shall be returned without retention of copies.

§ 3 Price, price changes

1. The prices are always exclusive of the applicable value-added tax.
2. The prices do not include costs for travel, accommodation and other expenses as well as installation and consulting, unless otherwise agreed.

§ 4 Regulations in case of cancellation and postponement

In case of cancellation of the order or postponement of the agreed date, the following claims for damages apply:
Up to 8 weeks before: free of charge.
8 to 2 weeks before: 50% to be paid.
From 2 weeks before: 75% to be paid.

Exceptions are possible by mutual agreement.

§ 5 Delivery terms

1. Delivery dates or deadlines, which may be agreed upon as binding or non-binding, must be in writing. Bindingness is only given if an explicit confirmation is made by Ferber-Software GmbH.
2. Ferber-Software GmbH shall only be responsible for a delay and/or the impossibility of delivery and performance if Ferber-Software GmbH or its legal representatives or vicarious agents have caused the impediment to performance intentionally or through gross negligence. This principle applies in particular in the event of force majeure, strike, lockout, official orders and also if these obstacles occur at suppliers of Ferber-Software GmbH or sub-suppliers. If corresponding disruptions lead to a delay in performance of more than four months, the contractual partner may withdraw from the contract. Other rights of withdrawal remain unaffected.
3. The Client may request Ferber-Software GmbH to deliver six weeks after a non-binding delivery date or a non-binding delivery period has been exceeded. Ferber-Software GmbH shall be in default upon receipt of the demand. If, in addition, the Client wishes to rescind the contract and/or claim damages in lieu of performance, it must, after the expiration of the six-week period, set a reasonable, but no less than two-week grace period, which shall commence upon receipt of the grace period by Ferber-Software GmbH.

§ 6 Warranty

1. The warranty period is 12 months. If the installation is carried out by Ferber-Software GmbH, the warranty period begins with the complete installation of the software, otherwise with the delivery.
2. Obvious defects must be reported in writing without delay, at the latest within two weeks after installation, in order to preserve the Client’s warranty claims.
3. Ferber-Software GmbH shall, at its option and to the exclusion of any other warranty claims of the Client, either deliver a replacement or repair the defect; multiple repairs are permissible.
4. If operating instructions of Ferber-Software GmbH are not followed, changes are made to the products, in particular unauthorized interventions in files or data, any warranty shall lapse if the Client does not refute a correspondingly substantiated claim that only one of these circumstances caused the defect.

§ 7 Limitation of liability

1. Unless otherwise stated below, other and further claims of the Client against Ferber-Software GmbH are excluded. This applies in particular to claims for damages for breach of duty arising from the contractual obligation and from tort. Therefore, Ferber-Software GmbH is not liable for damages that did not occur to the delivered software itself. In particular, it shall not be liable for any loss of profit or other pecuniary loss suffered by the partner.
2. The above limitations of liability shall not apply in the event of intent, gross negligence on the part of our legal representatives or executive employees, or culpable breach of material contractual obligations. In the event of culpable breach of material contractual obligations, Ferber-Software GmbH shall be liable – except in cases of intent or gross negligence on the part of our legal representatives or executive employees – only for reasonably foreseeable damage typical for the contract.
3. Furthermore, the limitation of liability shall not apply in cases in which liability is assumed under the Product Liability Act for personal injury or property damage to privately used objects in the event of defects in the delivered goods. It shall also not apply in the event of injury to life, limb or health and in the absence of warranted characteristics, if and to the extent that the purpose of the warranty was precisely to protect the partner against damage that did not occur to the delivered goods themselves.
4. Insofar as the liability of Ferber-Software GmbH is excluded or limited, this shall also apply to the personal liability of its employees, workers, staff, legal representatives and vicarious agents.

§ 8 Retention of title

1. Ferber-Software GmbH retains title to the delivered software and all delivered items until all claims to which Ferber-Software GmbH is entitled against the Client for any legal reason have been satisfied.
2. The Client is obligated to immediately notify Ferber-Software GmbH in writing of any seizures and to inform the pledgees of the retention of title.

§ 9 Payment

1. Our invoices are payable within 14 days of the invoice date.
2. Ferber-Software GmbH expressly reserves the right to refuse checks or bills of exchange. Acceptance shall only be on account of performance, discount and bill charges shall be borne by the Client and shall be due immediately.
3. If the Client finally discontinues its payments and/or if insolvency proceedings are instituted against its assets or if judicial or extra-judicial settlement proceedings are applied for, Ferber-Software GmbH shall also be entitled to withdraw from the unfulfilled part of the contract.
4. Our company shall be entitled, despite any provisions of the Client to the contrary, to set off payments first against the Client’s older debt.
5. If the Client is in default of payment, we shall be entitled to charge interest on arrears from the relevant date at a rate of 8 percentage points above the base interest rate of the German Federal Bank applicable at the time. We reserve the right to claim further damages for delay.

§ 10 Applicable law, place of jurisdiction

1. Unless otherwise stipulated in the contract, the place of performance shall be the head office of Ferber-Software GmbH in Lippstadt. This head office shall be the exclusive place of jurisdiction for all legal disputes; this shall only apply insofar as the Client is a fully qualified merchant within the meaning of commercial law, a legal entity under public law or a special fund under public law. We are also entitled to sue at the registered office of the contractual partner.
2. This contractual relationship shall be governed exclusively by the laws of the Federal Republic of Germany.