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Version: 09/2021

1. Validity of the General Terms and Conditions

These General Terms and Conditions (T&C) apply to all current and future business relationships between us, VENDOSOFT GmbH or VENDOSOFT GmbH & Co.KG, and you as our customer. Our services are intended exclusively for commercial or self-employed customers, that is to say entrepreneurs within the meaning of Section 14 BGB (German Civil Code). If the entrepreneur has their own conflicting or supplementary general terms and conditions, we hereby reject the validity of these; they shall only become part of the contract if we have expressly agreed to them.

2. Contractual partner, conclusion of contract

The purchase contract or other contract shall be concluded as per our offers or other contractual documents either with

VENDOSOFT GmbH
Billerberg 10
82266 Inning am Ammersee
Germany

– in particular for orders via www.vendosoft.de

or with

VENDOSOFT GmbH & Co.KG
Maria-Theresien-Straße 42a
6020 Innsbruck

Austria

– in particular for orders via www.vendosoft.at

2a. Website

The presentation of products on our websites (www.vendosoft.dewww.vendosoft.de/shop; www.vendosoft.at and www.vendosoft.at/shop) does not constitute a legally binding offer but rather a selection of certain software products as an online catalogue. The depiction of the software packaging is for illustrative purposes only and does not represent the packaging supplied.

You can place our products in the offer basket initially without obligation and send us your non-binding purchase enquiry via a form. Before sending the form you can correct your entries at any time and cancel the enquiry at any time, e.g. by closing the browser.

Following your enquiry, we will contact you and – provided the relevant product is available and/or subject to our upstream suppliers’ delivery or fulfilment capacity – send you a binding offer. Unless otherwise stated, you can then accept this offer by email, in text form or in writing without any changes or additions. Unless expressly otherwise stated, you will have a maximum of two weeks from receipt of the offer to accept it. If the product is permanently unavailable , we will not make you an offer.

2b. Telephone, other communication

If you contact us in any other way by telephone, email or similar, we will contact you following your enquiry and – insofar as the product you have enquired about is available – send you a binding offer which you can then accept in the form specified or another form without any changes or additions. Unless expressly otherwise stated, you will have a maximum of two weeks from receipt of the offer to accept it.

3. Purchases by us

If we purchase software from you, the contract shall only come into effect once we have confirmed this in writing. We shall not be deemed to have accepted your purchase offer by not responding to it. In the case of used software, we shall only purchase such software which is unreservedly your property and for copies of which the manufacturer’s distribution rights have been exhausted within the meaning of Section 69c No. 3 UrhG (German Copyright Act), provided this is software which was first marketed in the EEA with the consent of the manufacturer, a fee was paid in return for the software copy (software licence), the right associated with the purchased software was granted permanently (for an unlimited period of time), on the purchase of which the first purchaser was also entitled to use updates or upgrades to the products and similar, and to which the first and any intermediate purchasers have made their software copies unusable without exception. You as the seller shall guarantee us the right to use the software fulfilling the (cumulative) prerequisites indicated in accordance with its intended purpose and provide us with all contract-related documents (software licence agreement, licence terms and conditions, etc.). For this purpose, you shall submit a written declaration, in particular regarding the rendering of the software as unusable, on a template drafted according to our specifications before a lawyer, tax adviser, auditor or notary to be named by the purchaser at our expense. For data protection reasons, this shall be done without disclosing the parties involved in the purchase chain, but based on the specific subject matter of the contract. If the aforementioned declaration is not received within two weeks of conclusion of the contract, we shall be entitled to withdraw from the contract without setting a notice period and to claim damages. Any statutory claims shall remain unaffected.

4. Contract language, contract text

The language used for the conclusion of the contract shall be German. You can obtain our current T&C at any time on request by email or on our website.

5. Delivery terms

In the case of physical shipment, shipping costs shall always be added to the stated product prices. You can find out more about the shipping costs in our offers. We only deliver by shipping orders. It is generally not possible to collect goods in person.

Delivery times stated by us are calculated from the time you accept our offer, subject to prior payment of the purchase price (except in the case of purchase on account). Insofar as no delivery time or a deviating delivery time is specified for the respective goods in our offers, this shall be 14 days. Delivery information on our website is always non-binding.

Please note that licences purchased from us are subject to the applicable licence terms and agreements of the respective manufacturer. We shall provide these to you on delivery.

6. Prices and payment

Unless otherwise indicated, all prices shall be excluding the sales tax and/or value added tax applicable at the time of invoicing. Our invoices are payable without deduction within seven days. Payments must be made exclusively to the account stated in the invoice document.

7. Reservation of title/ownership

The ownable goods sold by us and any rights of use associated therewith shall be transferred to you until full payment has been made, subject to the condition precedent of payment of the full purchase price claim.

This also applies to all future deliveries, even if we do not always expressly refer to this. We shall be entitled to take back the purchased goods if the purchaser behaves in violation of the contract. We shall retain title to the goods until all claims arising from an ongoing business relationship have been settled in full.

The provisions of case law relating to the principle of exhaustion shall have priority and remain unaffected.

8. Transfer of risk and transport damage

The risk of accidental loss and accidental deterioration shall pass to you as soon as we have delivered the item to the forwarding agent, the carrier or the person or institution otherwise designated to carry out shipping. The obligation to inspect and notify defects regulated in Section 377 of the German Commercial Code (HGB) shall apply between merchants. If you fail to give notification, the goods shall be considered accepted, unless the defect is one that could not be detected during the inspection. This does not apply if we have fraudulently concealed a defect.

9. Warranty, guarantees, advice & returns

Unless expressly otherwise agreed below, the statutory law on liability for defects shall apply. According to this, the customer’s warranty rights presuppose that the customer has duly complied with the inspection and defect notification obligations incumbent on it under Section 377 HGB (German Commercial Code). The limitation period for claims for defects shall be one year from the transfer of risk. The agreement on the quality of the goods shall be based solely on our own information and the manufacturer’s product descriptions included in the contract; we accept no liability for public statements made by the manufacturer or other advertising statements. We do not assume any responsibility for the software fulfilling certain customer requirements, being suitable for the intended use – unless expressly agreed in writing in individual cases or explicitly assured or advertised by us – or as to whether and to what extent any existing licence shortfall is covered by the purchase. The customer is responsible for checking the suitability of the software for its hardware, functions and intended use in advance as well as for checking whether the software meets its licensing requirements, the licence terms and any commercial implications of the decisions. The customer is therefore responsible in this regard.

In cases of doubt, the customer may seek advice from us or the respective manufacturer or use the latter’s documentation on the Internet before concluding the contract. Our free advisory services are provided by trained employees on the basis of the information given and confirmed by us, but do not contain any assurances or guarantees, nor do these replace the customer’s own obligations in the aforementioned sense. Any incorrect or incomplete information provided by the customer is the sole responsibility of the customer, must be corrected or supplemented without delay and shall require our confirmation again in order to be deemed relevant.

In the event that the delivered item is defective, we shall at our discretion choose whether to provide subsequent performance by removing the defect (reworking) or to deliver a defect-free item (replacement delivery).

As a general rule, no guarantees are given unless such guarantees have been expressly agreed in writing in individual cases.

There is no right of withdrawal, return and/or exchange of our products. Other statutory rights remain unaffected.

In the event that we withdraw from the contract (in the case of software sold to you), you shall immediately cease use of the software upon receipt of our notice of withdrawal and render program copies unusable. Upon request, you must immediately provide us with a written confirmation of the retransfer of the software licences and the rendering of the software as unusable as well as return any materials received (documents, data carriers, etc.). Payments made shall be reimbursed less the loss in value of the object of purchase which has occurred in the interim as well as further claims for damages/reimbursement of expenses, including the reimbursement of interest on arrears.

10. Liability

We shall be liable, irrespective of the legal grounds, within the framework of statutory regulations only in accordance with the following provisions: We shall be liable without limitation for damages arising from injury to life, limb or health as well as for damages based on intent or gross negligence by us or our legal representatives or vicarious agents, as well as for damages due to non-compliance with a guarantee given or characteristic promised by us or in the event of malice. Subject to the limit on compensation for the foreseeable damage typical for a contract of this kind, we shall be liable for such damage which is based on a slightly negligent breach of material contractual obligations by us or one of our legal representatives or vicarious agents. Material contractual obligations are those the fulfilment of which is essential for the proper execution of the contract and upon compliance with which the contractual partner may normally be entitled to rely. We shall not be liable for other cases of slightly negligent conduct. Insofar as liability is excluded or limited, this shall also apply for our workers, employees, representatives, corporate bodies and vicarious agents. The provisions of the German Product Liability Act shall remain unaffected.

11. Right of retention, offsetting

You shall only be authorised to exercise a right of retention insofar as your counterclaim is based on the same contractual relationship.

You shall not be entitled to offset against our claims unless your counterclaims have been legally established or are undisputed.

12. Final provisions

Subsidiary agreements must be made in writing. This also applies to the waiver of this written form requirement. Should any of the above provisions be invalid, this shall not affect the validity of the remainder of the contract and the other provisions.

German law shall apply to the exclusion of the UN Sales Law (CISG). The place of performance and exclusive place of jurisdiction for all disputes arising from contractual relationships between us and you shall be our place of business, provided you meet the criteria of a merchant.

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