Terms of Service
"RouterWerk GmbH"
I. General
1. For all contracts, agreements, deliveries and services of the company RouterWerk GmbH (hereinafter "RouterWerk") with third parties or to third parties (hereinafter "customer") the following general terms and conditions (GTC) apply exclusively. These conditions therefore also apply to all future contracts, even if they are not expressly agreed again.
2. Deviating conditions of the customer are not recognized , even if they are not expressly contradicted by RouterWerk.
3. Deviating or supplementary conditions , ancillary agreements and verbal promises always require the express written consent of RouterWerk in order to be effective. RouterWerk's general terms and conditions then apply in addition.
4. These conditions also apply if RouterWerk makes the delivery to the customer without reservation in the knowledge of conflicting or deviating customer conditions.
5. Acceptance of the services by the customer shall be deemed acceptance of RouterWerk's general terms and conditions and waiver of the customer's general terms and conditions.
6. When these GTC are used with companies, any tacitly declared agreement of will is sufficient for inclusion in a contract. The requirements of § 305 II and III BGB do not have to be met. Only § 307 BGB and § 310 I 2 BGB apply to the content control, §§ 308, 309 BGB do not apply.
II. Offer, conclusion of contract and registration
1 . RouterWerk information contained in promotional materials or available online is subject to change and may be subject to a time limit. They do not constitute an offer to conclude a contract.
2. Our offers are non-binding.
3. A contract is only concluded with a written order confirmation sent by RouterWerk by fax or e-mail, at the latest with the sending of the advance payment invoice, acceptance of the delivery by the customer or provision of the service.
4. We reserve the property rights and copyrights to all documents provided to the customer, in particular data carriers, documentation, illustrations, drawings, calculations; they may not be used for purposes other than those in accordance with the contract and may not be made accessible to third parties and must be returned to us free of charge as soon as the contract has ended or if the contractual purpose of use has been fulfilled. We are entitled to demand the return of documents at any time if confidentiality is not ensured.
5 . The customer is obliged to carefully check our offer for correctness and appropriateness. This applies in particular to project offers in which we have made assumptions designated as such, which we have based our calculation and service description on. If such assumptions are incorrect, the customer will inform us so that we can correct the offer.
6 . The customer has to inform himself about the essential functional features of the products he is looking for and bears the risk of whether these correspond to his wishes and needs or those of his customers.
7. RouterWerk is entitled to place subcontracts.
8. Registration is required to use the RouterWerk services. RouterWerk reserves the right to verify the e-mail address you have used before completing the registration.
9. A prerequisite for registration is that you are at least 18 years old.
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III. Goods, Software and Services
1. Our goods are intended solely for use by customers. If the customer intends to deliver the goods purchased from us to a consumer or to an entrepreneur who in turn supplies consumers with such goods, he must inform us of this.
2. The information about properties contained in our public statements, such as catalogues, prospectuses, advertisements, illustrations, advertising and price lists only belong to the quality insofar as they have become part of the contract. Public statements by a third manufacturer only belong to the quality of the goods if they have been agreed in the contract.
3. RouterWerk or its suppliers reserve the right to make customary technical product changes until delivery, especially in the course of further developments, provided that the agreed performance data are achieved, only minor changes in quality occur and the intended use is not impaired.
4. Information on the quality or durability of a product or service does not contain any guarantee (assurance) within the meaning of § 276 Para. 1 BGB and no guarantee within the meaning of § 443 BGB if we have not expressly accepted such in writing. If a third party manufacturer of a product provides a guarantee, this will be passed on to the customer; the scope of any manufacturer's guarantee that may be granted results from the guarantee conditions of the third party manufacturer.
5. If goods are created or modified based on customer specifications, we are not obliged to check these specifications without a special agreement. The customer is not entitled to any claims due to defects that can be traced back to these specifications or the hardware or software used by the customer and supplied by third parties.
6. Unless expressly agreed otherwise, the contractual software is standard software that has not been produced individually for the needs of the customer. Supply contracts for software are therefore sales contracts. The parties agree that, given the state of the art, it is impossible to develop error-free standard software for all application conditions.
7. Unless otherwise agreed, software is delivered in a version suitable for the Microsoft Windows operating system (current versions).
8. In the case of standard software from third-party manufacturers, we supply the customer with the manufacturer's original user documentation. We are not obliged to supply any documentation that goes beyond this. Otherwise, the documentation is provided as online help as part of the software. If the customer wishes further written documentation, he can inform us of this before the contract is concluded. We will then make him an offer for such documentation.
9 . If software is to be delivered, we are obliged to hand over the object code on a data medium. it exists
no claim to release or disclosure of the source code.
10 . If we are obliged to install software, the customer shall ensure that the hardware and other environment requirements communicated to him, in particular the connection to the computer network including all cabling prior to installation, are met.
11. Insofar as hardware is supplied by us, the customer must ensure a suitable hardware and software environment insofar as our own hardware or software or that purchased from third parties is to be connected.
12. We neither owe nor check the installation of suitable VDU workstations, in particular compliance with occupational health and safety regulations, but is the responsibility of the customer.
13. During test operations and during installation, the customer will ensure the presence of competent and trained employees and, if necessary, stop other work with the computer system. He will take care of backing up all his data before each installation. The customer shall provide a suitable environment in good time for the provision of services in the area of his operating sphere. If this is not the case and services cannot be performed for this reason, the customer is responsible for this. The customer will support RouterWerk in the execution of the agreed services to the best of his ability free of charge and will provide all information and documents that are important for this without being asked. If the customer violates his duty to cooperate, RouterWerk is not obliged to perform.
14. If the customer defaults in accepting the deliveries or services offered by RouterWerk or fails to cooperate in a way that is incumbent on him, he is obliged to compensate for the additional expenses or damage incurred as a result of the delay or failure to cooperate.
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IV. Delivery, transfer of risk
1. Delivery dates and deadlines are always non-binding and only binding if they have been confirmed in writing by RouterWerk in individual cases as fixed dates.
2. Reasonable partial deliveries are permitted and can be invoiced separately.
3. Delivery dates and deadlines are deemed to have been met if the risk has passed to the customer before they expire (see Section IV. 8.) or the ordered product/service has been accepted by the customer.
4. RouterWerk is in default only if RouterWerk is responsible for the delay, the service is due and the customer has unsuccessfully set RouterWerk an appropriate, written grace period (at least 14 days).
5. Delivery and service dates are extended appropriately for RouterWerk in the event of disruptions due to force majeure and other obstacles for which RouterWerk is not responsible, such as disruptions in the delivery of goods by suppliers, strikes, lockouts, operational disruptions, etc. RouterWerk reserves the right from withdraw from the contract if the delay in delivery and service caused by such events lasts longer than six weeks. In the aforementioned case, the customer is also entitled to this right.
6. All deliveries are ex works. We do not assume any liability for the cheapest shipping method.
7. If the customer informs us of his wish before shipment, we will cover the delivery at his expense with transport insurance.
8. The risk of damage or loss of the contractual product passes to the customer upon delivery to the RouterWerk transport company.
9. The customer must check the goods for completeness, compliance with the delivery documents and defects immediately upon receipt. If a written complaint is not received within four days of the date of the delivery note, the goods are deemed to have been delivered properly and completely, unless there is a defect that was not recognizable during the inspection.
10. If the delivered goods show visible damage or shortages, the customer must note this in writing on the receipt of the transport company upon delivery. The note must identify the damage or the missing quantity sufficiently clearly (damage notice in accordance with Section 438 of the German Commercial Code).
11. If a third party asserts claims against the customer due to the infringement of property rights (industrial property rights, copyrights and related property rights) through the use of the delivered products or other services, he shall inform RouterWerk of this immediately. He will not acknowledge the alleged infringement of property rights and will either leave any dispute, including any out-of-court settlements, to RouterWerk or conduct it in agreement with RouterWerk or its suppliers.
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V. Rights of use, copyrights
1. Rights of use are only transferred to the customer upon full payment. Insofar as usage options are granted before full payment has been made, these can be revoked at any time.
2. The manufacturer's terms of use apply to standard software and other copyrighted material. Unless otherwise stated in these terms of use or those agreed between the customer and us, the following terms of use shall apply.
3. Unless otherwise agreed, the customer receives unlimited, non-exclusive permission to use the software. This permission is not transferable. The customer is not permitted to grant rights of use to third parties. If no network license (= multi-user license) is purchased, use is only permitted on a single computer. If the hardware is changed, the software must be completely deleted from the hardware previously used. Simultaneous storage, keeping in stock or use on more than one hardware unit is not permitted.
4. In the case of a network license, this right of use applies to the agreed individual workstations in the contractually specified local network. The customer is obliged to prevent any use by third parties.
5. Unless otherwise prescribed by law, the customer is not authorized to reproduce, distribute, make publicly available, rent, change or edit software or written material provided to him.
6. Existing copyright notices or registration features, such as registration numbers in the software, may not be removed or changed.
7. For each case of culpable infringement of the above provisions by the customer, we are entitled, without prejudice to other rights, to demand a contractual penalty, which we will determine in individual cases in accordance with § 315 BGB and the amount of which can be reviewed by the competent court.
8. Third parties within the meaning of this letter are also companies affiliated with the customer or facilities that are physically or organizationally separate, such as branch offices.
9. RouterWerk assumes no liability for the contractual products not infringing any industrial property rights or copyrights of third parties. The customer must inform RouterWerk immediately in writing of all claims made against him for this reason.
VI. Prices and terms of payment
1. All prices are in EURO ex works plus statutory VAT. Customary packaging of the delivered products is included in the prices. Other ancillary services or costs, in particular shipping and insurance, will be invoiced to the customer separately.
2. RouterWerk reserves the right to increase the price appropriately if cost increases occur after conclusion of the contract – in particular as a result of price increases by suppliers or exchange rate fluctuations. RouterWerk will prove this to the customer on request.
3. If we determine after the conclusion of the contract that assumptions that have become part of the contract are not correct (see II, Item 5), the customer is obliged to reimburse any additional expenses according to the agreed rates, or alternatively our usual rates, if we do not submit a supplementary offer .
4. If we deliver the goods on reusable pallets, the pallets will be exchanged in accordance with the following provisions. Upon delivery of the palletized goods, the customer will return the same number of exchangeable pallets of the same type and quality or deliver them to us free of charge within 1 month. Otherwise we are entitled to charge the customer for the price of new pallets.
5. The customer agrees that invoices can also be sent electronically. We can also use messengers or representatives for invoicing. The invoice will be sent to the generally known address, fax number or electronic address, unless the parties agree otherwise.
6. Unless otherwise stated in the order confirmation, invoices are due immediately and without deduction. If a payment date has not been agreed, the occurrence of default is based on the statutory provisions.
7. If the customer exceeds the payment deadlines granted, interest of 9% pa above the applicable base interest rate of the European Central Bank will be owed on the purchase price without further reminder from the due date. The right to assert further damage remains unaffected
8. In the case of bank transfers, the timeliness of payments depends on our availability. The receipt of checks and bills of exchange only counts as payment after they have been redeemed in the amount of the redeemed amount less all expenses. We are not obliged to present bills of exchange and checks in good time.
9. We are entitled to offset payments against the oldest due invoice, even if the customer has conflicting repayment provisions.
10. If the terms of payment are deviated from without a justifying reason, RouterWerk can at any time either demand payment in advance or a security deposit. All outstanding claims, including those for which payment by installments has been agreed, are due for immediate payment.
11. Offsetting or the assertion of a right of retention due to counterclaims that have not been legally established is excluded.
12. The assignment of claims directed against us is excluded. This does not apply within the scope of § 354a HGB.
VII. Data processing
1. The order processing takes place with the help of automatic data processing. The customer hereby gives his express consent to the processing of data that has become known to RouterWerk within the framework of contractual relationships and is necessary for order processing. The customer also agrees that RouterWerk may use the data obtained from the business relationship with him within the meaning of the Federal Data Protection Act for RouterWerk's business purposes and, to the extent necessary in the normal course of business, pass it on to the manufacturers of the products sold.
2. RouterWerk reserves the right to obtain information regarding the customer's creditworthiness from credit agencies or credit insurance companies for the purpose of checking the customer's creditworthiness and to provide them with data - limited to the case of non-contractual processing, e.g. B. requested reminder order in the case of an undisputed claim, issued enforcement order, enforcement measures - to report. Data is only transmitted if this is necessary to protect RouterWerk's legitimate interests and if the customer's interests that are worth protecting are not impaired. In doing so, RouterWerk will observe the relevant data protection regulations.
VIII. Reservation of self-supply, impediments to performance, default of acceptance
1. Since we obtain hardware and standard software from suppliers, we can withdraw from the contract if we ourselves are not supplied on time or correctly despite identical orders.
2. Obstacles to performance for which we are not responsible lead to a corresponding extension of the performance period. This applies in particular to insufficient or no self-delivery (see item 1), force majeure, war, natural disasters, traffic or operational disruptions, impeded imports, lack of energy and raw materials, official measures and labor disputes as well as the violation of the customer's duties or obligations to cooperate . We are entitled to withdraw from the contract if the impediment to performance persists for an unknown period and the purpose of the contract is endangered. If the hindrance lasts longer than 2 months, the customer is entitled to withdraw from the part of the contract that has not yet been fulfilled if he is not entitled to a right of withdrawal from the contract as a whole.
3. An extension of the performance period also occurs as long as the parties are negotiating a change in the service or we submit a supplementary offer after assumptions in our offer that have become part of the contract turn out to be incorrect.
4. Compliance with our delivery obligation presupposes the timely and proper fulfillment of the customer's obligations.
5. If the customer does not accept the goods on time, we are entitled, subject to all other rights, to set a reasonable grace period, after which we can otherwise dispose of the item and supply the customer with a suitably extended grace period. As part of a claim for damages, we can demand 10% of the agreed price excluding sales tax as compensation without proof, unless it can be proven that the damage was significantly lower. We reserve the right to claim actually higher damages.
IX. claim jeopardy
1. If, after the conclusion of the contract, it becomes apparent that our claim to the consideration is jeopardized by the customer's inability to pay, the customer must provide security for his consideration if there is otherwise no obligation to perform in advance. If our contractual obligation consists of a work performance, service or delivery of (common) goods that are to be procured for the customer and cannot be sold elsewhere at any time, we can demand that the customer pays the amount of our procurement costs or, at our option, 50% his consideration in advance and provides security for the remaining amount.
2. For the rest, § 321 BGB applies with the proviso that we can refuse our service even if other claims from the same legal relationship are endangered within the meaning of § 273 BGB.
3. If payment in installments has been agreed, the remaining claim becomes due if the customer is in arrears with at least two consecutive installments in whole or in part. Agreements to defer payment become ineffective if the customer is in arrears with a service or if the requirements of § 321 BGB are met with regard to a claim.
X. Retention of title
1. We reserve ownership of the items delivered by us until all payments from the entire business relationship have been received. Deviating from § 449 paragraph 2 BGB, we are entitled to demand the return of the items without withdrawing from the purchase contract if the customer is in arrears with the payment of the purchase price in whole or in part.
2. The customer is entitled to resell the reserved goods in the ordinary course of business subject to retention of title. If the customer resells the goods to a third party, the customer is responsible for ensuring that the third party takes RouterWerk's rights into account. The customer hereby assigns his future claims from the transfer of the reserved goods to RouterWerk in the respective invoice value until full payment of all claims specified in Section X.1. The customer is authorized to collect the claim even after the assignment. RouterWerk's authority to collect the claim itself remains unaffected. However, RouterWerk undertakes not to collect the claim as long as the customer meets his payment obligations, does not default on payment and, in particular, no application for the opening of insolvency proceedings has been filed or payments have been suspended. If this is the case, however, the customer is obliged, at RouterWerk's request, to communicate the names and addresses of his customers as well as the type and scope of his claims against them. All associated documents are to be handed over to RouterWerk; the customers are to be informed of the assignment.
3. The customer is not permitted to pledge or transfer ownership of reserved goods by way of security. In the event of access by third parties to the reserved goods or in the event of an application for the opening of insolvency proceedings against the customer's assets, the customer will point out RouterWerk's ownership and notify RouterWerk immediately in writing.
4. A combination, mixing, processing or transformation of the reserved goods is carried out exclusively for RouterWerk. In this case, RouterWerk acquires a co-ownership share in the finished goods or the new item, which corresponds to the ratio of the value of the reserved goods to the value of the finished goods or the new item.
5. In the event of breach of contract, in particular default in payment, also from other and future deliveries or services from RouterWerk to the customer, or if there are indications of a deterioration in the financial situation, RouterWerk is entitled to demand the return of the delivered goods from the customer. Exercising the rights from the retention of title or a demand for return do not count as withdrawal from the contract. Irrespective of this, RouterWerk reserves the right to assert claims for damages and to withdraw from the contract. The customer bears all costs of taking back and recycling. In order to enforce these rights, RouterWerk may enter the customer's business premises and take possession of the reserved goods or demand the assignment of the customer's claims for surrender against his customers.
6. The customer is obliged to treat the goods subject to retention of title with care, in particular he is obliged to insure them adequately at his own expense against damage caused by fire, water, vandalism and theft at replacement value. Items delivered for test and demonstration purposes remain the property of RouterWerk. The customer is obliged to ensure proper storage and may only use these items within the framework of the agreements made
7. Cost estimates, system analyses, project documents, drawings, samples, drafts and other documents from RouterWerk that are provided to a customer prior to the conclusion of a contract may not be used for any other purpose or made accessible to third parties.
XI. Liability for defects, warranty
1. In the case of material and legal defects, the statutory regulations apply with the following proviso: • An insignificant defect does not justify claims for defects; • Claims for defects do not extend to products that the customer or a third party changes without the consent of RouterWerk. This does not apply if the customer proves that this change is not the cause of the reported defect; • In addition, claims for defects do not extend to software that the customer does not use in the agreed system environment, unless the customer proves that this use is not the cause of the reported defect. • RouterWerk has the right to choose the type of supplementary performance (remedial action or replacement delivery); • the limitation period for defects is one year from the start of the statutory limitation period; however, this does not apply in the case of intent or fraudulent concealment of a defect; • Subsequent performance by RouterWerk does not lead to a new start of the limitation period according to § 212 BGB.
2. The limitations of liability in Section XI.1 do not include the right of recourse according to § 478 BGB and no claims for damages and reimbursement of expenses that the customer can assert according to the statutory provisions due to defects. Clause 11 applies to claims for damages and reimbursement of expenses.
3. Defective delivery items are to be kept ready for inspection by RouterWerk in the condition they were in at the time the defect was discovered. A breach of this obligation excludes any warranty.
4. The warranty is also void if the customer has unauthorized modifications or repairs carried out by personnel not authorized by RouterWerk. In the event of customer interventions in the goods, in particular in the program code, which are not permitted by contract, the operating instructions or other instructions for use, the customer is not entitled to any claims for defects if the customer does not explain to us and prove that the defect is not based on the intervention.
5. If the supplementary performance has been made by way of a replacement delivery, the customer is obliged to return the defective product that was delivered first within 30 days of receipt of the replacement delivery to RouterWerk at their expense. Copies of software may not be retained and, according to the statutory provisions, compensation for the value of benefits of use afford to.
6. If the inspection of a notice of defects shows that there is no warranty case, RouterWerk is entitled to demand compensation for all expenses. The costs of the inspection and repair or reconfiguration will be charged at RouterWerk's current service prices.
7. The assignment of claims for defects is excluded unless RouterWerk agrees to the assignment. § 354 HGB remains unaffected.
8. The duty to examine and give notice of defects under § 377 HGB remains unaffected.
9. Notices of defects must be made in writing. Within the scope of what is reasonable, the customer must take the measures that make it easier to identify the defects and their causes.
10. If RouterWerk does not successfully remedy the defect within a reasonable period of time, the customer can set RouterWerk a grace period and, after this period has expired without success, either reduce the payment appropriately in the case of significant defects or withdraw from the contract in the case of a significant defect.
11. RouterWerk can demand reimbursement of its expenses if it has acted on the basis of a defect report by the customer without the customer having proven a defect.
12. In the case of the delivery of hardware and standard software from third-party manufacturers and the involvement of third parties for maintenance services, that we can assign our corresponding claims against our supplier, the manufacturer or other third parties to the customer for the purpose of repair or replacement. In this case, before asserting his right to subsequent performance by us, reimbursement of expenses after self-performance, damages in lieu of performance, withdrawal or price reduction, the customer must, if necessary, take legal action against our supplier or the manufacturer for subsequent performance, damages or reimbursement of expenses after self-performance, unless this is unreasonable for the customer. The above also applies if we have adapted, configured or otherwise changed the software or hardware for the needs of the customer, unless the material defect was caused by our performance.
13. When buying used goods, the customer's rights due to material defects are excluded.
14. Special rules for software • The warranty period for software created by RouterWerk is six months from the date of installation. This warranty also applies to the correct installation of third-party software by RouterWerk as part of the agreed service, but not to the error-free nature of this software. • The customer is aware that, given the current state of technology, errors in the software cannot be ruled out. Any comprehensible error in the software produced by RouterWerk, which the customer immediately informs RouterWerk in writing, will be remedied by RouterWerk free of charge within a reasonable period of time. Instead of troubleshooting, RouterWerk can also provide a different version of the software at its own discretion. If it turns out during the investigation of malfunctions that they are not due to a software error, RouterWerk can charge for the expenses according to the currently valid prices. The customer reserves the right to withdraw from the software contract under the statutory provisions in the event of several failed attempts at rectification. Any further claims are excluded, in particular the withdrawal from software does not affect the effectiveness of other contracts. • RouterWerk does not assume any liability for the correctness of operating systems and databases or for software and hardware products or components manufactured by third parties.
15. Cooperation of the customer in the event of defects • For any subsequent improvement, the customer must provide us with the information required for error diagnosis and elimination, if necessary on request, and provide us with subsequent improvement by data transmission or telephone a trained and competent employee who can take part in the subsequent improvement contributes. In the event of subsequent performance on site, we must be given unimpeded access to the defective goods and, if necessary, other work on the customer's hardware or network must be stopped. • The customer is obliged to report any defects found in hardware or software in as much detail and as reproducibly as possible. • If the customer makes a claim against us for subsequent performance and it turns out that there is no right to subsequent performance (e.g. user error, improper handling of the goods, lack of a defect), the customer has to give us everything related to the inspection of the goods and the subsequent performance, unless he is not responsible for our claims. • If the system fails due to an error for which we are responsible, we will restore the data to the data backup that was last performed by the customer before the failure. The customer provides the corresponding data in machine-readable form.
XII. Project business (manufacturer-supported end customer business)
1. RouterWerk grants offers or prices on special terms when carrying out project transactions, subject to the approval of the respective manufacturer and the delivery of the respectively named end customer.
2. The customer undertakes towards RouterWerk to comply with the respective manufacturer's conditions, in particular to keep all customer evidence such as delivery notes and invoices available twelve months retrospectively and to present them to RouterWerk or the manufacturer on request, to only sell them to the permitted end customer and not to exceed the maximum permitted end customer price .
3. If the manufacturer refuses approval or if the manufacturer's conditions are violated, RouterWerk has the right, without prejudice to the assertion of further claims, to charge the customer for the difference between the special price commitment and the regular purchase price of the goods.
XIII. liability
1. Limitation of liability on the merits We are not liable for simple negligence on the part of our organs, legal representatives, employees or other vicarious agents. This limitation of liability does not apply to • damage resulting from injury to life, limb or health due to at least a negligent breach of duty, • other damage due to at least a grossly negligent breach of duty or at least a negligent breach of essential contractual obligations (obligations whose fulfillment is essential for the proper execution of the contract and on whose observance the customer may regularly rely), • damage that falls within the scope of an assurance given by us (guarantee, § 276 Para. 1 BGB) or a guarantee (§ 443 BGB), • claims from the Product Liability Act. Further claims for damages are excluded. In particular, RouterWerk is not liable for indirect damage, consequential damage, damage resulting from positive breach of contract or loss of profit.
2. Limitation of liability Our liability for ordinary negligence or grossly negligent behavior of our vicarious agents who are not legal representatives or managerial employees (simple vicarious agents) is, with the exception of the cases in Sections 1.1, 1.3 and 1.4 above, to the level typically to be expected at the time of the conclusion of the contract Damage and in the case of a claim for reimbursement of futile expenses are limited to the amount of the interest in performance. In the event of loss of data, in the case of simple negligence, we are only liable for the effort that would have been required to restore the data if the customer had properly and regularly backed up the data.
3. Liability from pre-contractual obligations and business contacts This Article XIII also applies to claims for damages by the customer from obligations arising from the commencement of contract negotiations, the initiation of a contract or similar business contacts. If a contract is concluded between us and the customer, the customer already waives all claims that go beyond the liability under this Article XIII.
4. Claims in tort This article XIII also applies to claims in tort of the customer.
5. Limitation of liability in favor of third parties Insofar as liability is excluded or limited under this Article XIII, this also applies to the personal liability of our employees, representatives and vicarious agents.
6. Release from third-party claims The customer releases us from all claims of his vicarious agents or other third parties employed by him that go beyond the liability under this Article XIII, including claims from pre-contractual obligations and business contacts.
7. If, at the request of the customer, systems that have already been installed are put into operation prematurely, the customer must take appropriate protective measures in the event of danger. RouterWerk is not liable for damage to the prematurely commissioned system that is caused by missing or insufficient protective measures by the customer, provided that the customer has been adequately instructed in advance.
XIV. Right of Return
In principle, the customer is not entitled to a contractual right of return. Something else only applies if we have expressly granted him a right of return in writing. Such rights of return only apply to tangible items, i.e. in particular not to software that is delivered in tangible form (not on CD/DVD). A right to the granting of a right of return does not exist under any circumstances. Returns of goods without prior agreement on a right of return will be rejected without exception. If we grant the customer a right of return, this only applies to goods that have already been paid for. Excluded from any right of return are individually manufactured, configured, adapted, processed, campaign, clearance, discontinued or other goods that deviate from the current series standard. The right of return expires at the latest 2 weeks after receipt of the goods and can only be effectively exercised by returning the goods in a timely manner, the arrival of the goods at our premises is decisive.
1. for software: originally packaged and unopened, including data carrier and documentation;
2. for hardware: the delivered devices including accessories, documentation and complete original packaging in unchanged, especially undamaged, new condition. The return is at the expense and risk of the customer. In his own interest, he will choose the safest transport route and ensure adequate insurance. Partial returns of deliveries require a separate agreement.
XV. Hardware and software maintenance
A separate contract is required for the maintenance of hardware or software. Our supplementary terms and conditions for hardware and software maintenance apply.
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XVI acceptance
1. If acceptance is required by contract or law, the following provisions shall apply.
2. At our request, partial acceptance is to be carried out for definable parts of the service that can be used independently, or for parts of the service on which further services are based, if the parts of the service to be accepted can be checked separately. If all parts of the service have been accepted, the last partial acceptance is also the final acceptance.
3. If the service requiring acceptance also includes the delivery of hardware or standard software, we are entitled to bill the customer for this independently of acceptance of the service.
4. The system must be accepted by the customer after completion of the service, even if the setting parameters/adjustments have not yet been finally fixed. The same applies after successful trial and, if necessary, time-limited commissioning, also of individual parts of the system. The acceptance of self-contained parts of the overall service must be carried out by the customer within a period of 12 working days upon request by RouterWerk. Reference is made to the possibility of fictitious acceptance after setting a deadline (Section 640, Paragraph 1, Clause 3 of the German Civil Code). Even before acceptance, the risk passes to the customer if the provision of services is interrupted for reasons for which the customer is responsible and RouterWerk has mutually handed over the services provided up to that point into the care of the customer.
5. If the customer takes parts or the whole of a project that has not been formally accepted (hardware, software, configuration) into productive operation, this process corresponds to an implicit acceptance of performance. If support expenses are incurred for a system accepted in this form, these are not covered by the basic order.
XVIII. export
We are obliged by law and in relation to suppliers to observe the export restrictions of national and international law, in particular EU and US law, and to impose these restrictions on the customer. The customer is obliged to also observe these regulations. Upon request, we will provide the customer with information about the goods that are subject to contractual subordination agreements under US export law. The customer is solely responsible for observing export regulations. We are not obliged to send goods to places where export restrictions apply. Otherwise, the customer will, at our option, pick up the goods at our place of dispatch or name an alternative address.
XVIII. Special regulations for temporary use
1. If we agree with the customer on the provision of an item for a limited period of time, eg hardware or software or storage space (cloud computing), these terms and conditions shall apply in accordance with the following overriding provisions.
2. Unless otherwise agreed, the user fee is to be paid monthly in advance, pro rata at the beginning or end of the month.
3. No-fault liability for initial defects is excluded unless it concerns a property guaranteed by us (guarantee, § 276 Para. 1 BGB).
4. The customer is not permitted to transfer use to third parties, eg as part of a sublease, or to change the agreed location in the absence of an agreement on the first location with the customer.
5. In the case of physical objects that are handed over to the customer or software that the customer uses on hardware in his immediate possession, we are not obliged to maintain the object provided during the contract period. The customer takes care of this. The calculation of the price is based on this distribution of tasks. The customer is free to make use of any support or maintenance services offered by us or the manufacturer for a fee, and we will cooperate to the extent necessary in any purchase of such services from the manufacturer. Changes to the subject matter of the contract may only be made with our consent. In the case of hardware, this applies in particular to the installation of new hardware parts or operating programs. The installation of application software is at the customer's own risk and expense. In the case of software, the installation and application of updates is only permitted with our express consent and is at the customer's own expense and risk. We are obliged to give our consent insofar as this is necessary to maintain the software. The customer cannot claim a reduction in the usage fee, but any claims for reimbursement of the usage fee remain unaffected.
6. In the case of intangible objects, such as storage space (cloud) or ASP contracts (Application Service Providing), the usability depends on the agreed availability quota. We may provide the service in whole or in part through third parties. If certain third parties are designated in the contract, their terms of use/services shall take precedence. Upon request, the customer can receive information about the use of third parties as well as insight into their terms of use/services before the contract is concluded, at any time after the conclusion of the contract on request.
7. The customer may only save or otherwise process content the use of which does not violate German or applicable foreign law, in particular is not punishable or subject to a fine, conflicts with data protection law or violates third-party property rights, such as copyright patents, names - or trademark rights. When providing storage space (cloud), we are entitled to temporarily block access until a legal review has been completed if there are indications of a breach of the above obligations or if third parties or authorities have made complaints about the customer's content or usage actions that are not obviously unfounded will. The customer should be heard beforehand if possible.
8. The customer is only entitled to terminate the contract due to non-granting or withdrawal of the contractual use after a reasonable period for replacement delivery has expired without result. It is not necessary to set a deadline if we have seriously and finally refused the replacement delivery or if there are special circumstances that justify immediate termination after weighing the interests of both parties.
9. For software that has been made available to the customer, all possible copies of the software or parts thereof must be deleted after the end of the contract in such a way that a restoration is technically impossible. The customer must confirm this in writing. We are entitled to check the deletion at our own expense on site at the customer's premises after prior notice and to access all necessary facilities, such as in particular the customer's computers and IT systems. The customer cooperates to the extent necessary.
XIX. Acquisition tax / import sales tax
A customer based outside of Germany must observe the purchase tax/import sales tax regulations of the relevant economic area when purchasing the products, in particular, without being asked to disclose the sales tax identification number and willingly provide the necessary information. In the event of non-compliance, the customer must compensate for the expenses/damage incurred as a result.
XX General Provisions
1. The customer is not entitled to assign his claims from the contract.
2. Place of performance and place of jurisdiction for customers within the meaning of Section 24 AGBG is Hamburg.
3. These general terms and conditions remain effective even in the event of any ineffectiveness of individual provisions in the remaining parts.
4. German law applies exclusively. The uniform purchase law (EKG), the uniform contract conclusion law (EAG) and the UN sales law are excluded.
5. If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from the contractual relationship is the registered office of our company, although we are entitled to sue the customer at another legal place of jurisdiction . With regard to all other customers, our registered office is agreed as the place of jurisdiction for all disputes arising from the contractual relationship in the event that the party to be sued in legal proceedings relocates their domicile or habitual place of residence from Germany after the conclusion of the contract or their domicile or habitual place of residence at the time of the filing of a lawsuit is not known.
6. The invalidity of provisions in these contractual conditions or any other provision agreed between the parties has no effect on the validity of the remaining provisions of these general delivery and service conditions or other agreements. In the case of other provisions agreed between the parties, the parties are obliged to replace the ineffective provisions with effective provisions that come as close as possible to the meaning of the ineffective provisions.