INTEC Terms and conditions
Scope: The following contractual terms and conditions shall apply to all transactions concluded between INTEC and the customer. They shall also apply to all future business relations, even if they are not expressly agreed upon again.
Deviating general terms and conditions of the customer, which INTEC does not expressly acknowledge in writing, shall not be applicable for
INTEC and are not binding, even if INTEC does not expressly object to them.
Offers
Offers are non-binding and subject to change unless INTEC has expressly designated them as binding in writing,
e-mail or fax shall suffice for the general compliance with the written form. Orders shall only be valid if confirmed in writing by INTEC. If such confirmation is not received within two weeks, the customer shall no longer be bound by the order.
Delivery dates
Delivery dates must be agreed in writing.
Terms of payment
All agreed prices are net. Payment shall be made without deduction immediately upon receipt of the invoice, at the latest within 30 days of receipt of the invoice. Deviating agreements on due date and deduction require the written form. If the aforementioned payment deadline is exceeded, the statutory default rules shall apply. Furthermore, INTEC shall be entitled to revoke the rights of use granted until payment is made in full or to terminate the contract extraordinarily if the customer fails to fulfill its obligations despite a prior warning.
The customer may only set off undisputed or legally established claims against INTEC. The customer
may only exercise a right of retention if it bases its counterclaim on the same contractual relationship.
Retention of title
Delivered contractual items shall remain the property of INTEC until payment has been made in full. INTEC permits under the
Subject to written revocation, the use of delivered contractual items until full payment. INTEC
is in particular entitled to revoke if the customer is in arrears with due payments for more than 14 days and
does not pay the overdue remuneration within 7 days of receipt of the reminder, even after a reminder issued by INTEC.
Subcontractor
INTEC shall be entitled to engage subcontractors for the performance of its obligations, provided that in doing so it is ensured that
these correspond to the performance standard of INTEC.
Privacy
The customer agrees that personal data may be stored, processed, and passed on to third parties within the scope of the business relationship, provided that the customer’s interests worthy of protection are taken into account.
References
Customer grants INTEC the right to publicly indicate that Customer is using INTEC’s Contractual Objects.
Statute of limitations
Claims of the customer shall become statute-barred after one year unless INTEC has acted intentionally or fraudulently. In all other respects, the statutory provisions shall apply.
Secrecy
The customer is obliged to keep the information contained in the program package secret. Any disclosure in whole
or in parts is prohibited without the prior written consent of INTEC. In the event of the use, with the consent of
INTEC, the customer is obliged to oblige the third party to maintain appropriate secrecy.
Use of the delivery item
Any use of delivery items outside the territory of the Federal Republic of Germany as well as any
Shipment abroad requires the express consent of INTEC. The delivery items may be subject to
both the German and the US-American export restrictions. A violation of this obligation entitles INTEC to demand the immediate return of the respective delivery item concurrently with payment of half of the consideration received.
Expenses
Expenses for travel and stays shall be charged by INTEC in accordance with §§ 1-10 of the Federal Travel Expenses Act (BRKG). They are due for payment immediately without deduction.
Liability
INTEC, its legal representatives, vicarious agents, or assistants shall be liable in cases of injury to life,
body and health without limitation. In all other respects, INTEC, its legal representatives, vicarious agents, or assistants shall be liable in accordance with the statutory provisions in the event of intent and gross negligence. In case of slight negligence
INTEC, its legal representatives, vicarious agents, or assistants only insofar as an obligation is breached, compliance with which is essential for achieving the purpose of the contract (cardinal obligation). In this respect, the following shall apply:
(a) INTEC, its legal representatives, vicarious agents, or persons employed in the performance of its obligations shall not be liable for indirect or consequential damage, in particular not for loss of profit. INTEC, its legal representatives, vicarious agents, or employees shall only be liable for the loss of data if such loss could not have been avoided by reasonable data backup measures on the part of the customer.
(b) The liability is limited to such damages, with the occurrence of which in the context of the use
of the software must typically be expected. The liability according to the product liability law remains unaffected
(§ 14 Product Liability Act).
(c) The liability is limited in amount to € 250,000.00.
In connection with the use of the Software, the Customer is obligated to make backup copies of the Software and its other computer data at regular intervals.
Other
Place of performance is Munich.
If the customer is a merchant, a legal entity under public law or a special fund under public law or if the
If the customer does not have a general place of jurisdiction in Germany, Munich shall be the exclusive place of jurisdiction for all disputes arising from the business relationship.
All business relations are subject to the law of the Federal Republic of Germany.
Subsequent additions or amendments to contracts must be made in writing, whereby e-mail or fax shall suffice.
This shall also apply to any waiver of this written form requirement.
Should any provision of the respective contract be or become wholly or partly unenforceable, ineffective, or
If there is a gap that needs to be filled, the validity of the remaining provisions of the respective contract shall not be affected by this.
Rather, the customer and INTEC undertake to replace the unenforceable or ineffective provision with an appropriate substitute provision that corresponds to the economically intended purpose of the contract in question and
in a legally permissible manner as possible. The same applies in the event of a gap.
§ 2 Software Maintenance Agreement
(1)
INTEC offers the customer to conclude a software maintenance and service contract. For each delivery item a
separate contract shall be concluded. Insofar as several items of the same kind have been delivered to the customer by INTEC, the
Customer is obliged to conclude a separate contract for each individual item. The conclusion for only one part
of the same kind of items is not permissible and obligates to subsequent payment. INTEC shall only maintain the latest versions of its software products in each case. INTEC is only obliged, after the release of a new software version, to maintain older versions for
a maximum of 6 months.
(2)
The respective contract begins with the signing by INTEC and the customer and has a fixed term of one year.
The term is then extended by one year at a time, unless the contract is terminated with a notice period of 3 months to the end of the
respective calendar year in writing. The right to terminate without notice for good cause remains unaffected.
A good cause for termination shall be deemed to exist in particular if one of the contracting parties fails to fulfill material obligations under the
software maintenance contract, so that a continuation of the contract is unreasonable for the other contracting party.
(3)
The amount of remuneration for care and maintenance is specified in the respective contract. The remuneration is understood to be for each
one contract year as a fixed price. The annual fee shall be payable in advance at the start of the respective contract or renewal and is
due for payment without any deduction. Services rendered by INTEC outside the contractually owed scope shall be remunerated separately.
(4)
If the customer is in default, INTEC shall be entitled to discontinue the delivery of updates of the respective software.
(5)
Before starting maintenance work, the customer must ensure the following:
– a complete data backup/backup of the target system;
– to resolve problems, the customer administratively provides either the target system or test system remotely if possible;
– the customer supports all measures of INTEC necessary for problem solving.
(6)
When circumscribing, isolating, detecting, and reporting defects, the customer must follow the instructions prepared by INTEC.
(7)
During necessary test runs, a competent contact person of the customer is present. This person is authorized
to judge and decide on defects, function extensions, function reductions as well as changes of the program structure.
(8)
If the reported error cannot be reproduced by INTEC on the test system, the customer is obliged to allow INTEC to reproduce the error on its system by remote data transmission. If the error nevertheless
is not reproducible, the customer may request a personal error analysis on site.
