The sale of TECMASTERS GmbH Products, Software, and Services, as well as its performance of Services and your use of the Software are subject to the terms of this agreement between you ("you” or "the Customer ") and TECMASTERS GmbH (the "Company or TECMASTERS GmbH) "). The terms set forth herein are applicable to your use of any TECMASTERS GmbH Products and Services.
1. Validity of General Terms and Conditions of TECMASTERS GmbH
These general business terms and delivery conditions apply inclusively to all products listed in this online site, supplies and services. General trading conditions of the customer do not become expressly subject-matter of the contract, even in the event of these not being expressly denied in advance by the company. In the event that the customer rejects the following General Terms of Business and/or Delivery Conditions, the customer must inform the company of this rejection, in writing, in advance.
2. Right of Withdrawal
The customer is no longer bound to his declaration when it is withdrawn within a period of 2 weeks from receipt of the first shipment. The withdrawal does not need to contain reason and must be delivered in writing, on a durable medium or by returning the goods. To meet the deadline to send the withdrawal is sufficient to the company TECMASTERS GmbH, Herford Str 155 A, 33609 Bielefeld. The right of withdrawal is revoked in the event of the purchased software having been unwrapped.
3. Payment and Prices
All accounts of the Company are payable within 10 days of the invoice date. Decisive is the date of receipt of payment by the company. In the event of default, the company is entitled to withhold any further deliveries and services. If payment is delayed, the company is entitled to levy interest at a rate of 5% above the key interest rate of the European Central Bank, p.a. All prices are exclusive of statutory VAT. The company reserves the right to make partial deliveries.
4. Shipping and Returns
All offers are subject to change. Delivery is only whilst stocks last. All of the above company delivery dates are non-binding delivery dates, except where a delivery date has been previously agreed upon, in writing, by both parties in advance. If the buyer chooses, after the order has been placed to change or amend the order, or if other circumstances occur making the delivery impossible, where the company is not responsible for these circumstances, the delivery date may be postponed by a reasonable period. If the company is unable to honor contract completion, for example through procurement, production or delivery problems arising from or due to their suppliers, the general legal principles apply with the proviso that the customer, at the end of period of one month, may stipulate a period of grace of 6 weeks. In the event of non-compliance with a binding delivery date proved to be owing to, mobilization, war, riot, strike, lock-out, force majeure or Act of God or otherwise in accordance with general principles of law the company may not be held responsible and the delivery period may be accordingly extended. The customer may cancel the contract if after a delayed delivery deadline has been extended by a reasonable grace period. The cancellation must be given in writing after the company has not met the contract within the grace period. If the event that the company is unable to honor the contract for the above reason in whole or in part, it will be released from its obligation to deliver. The cost of shipping and transport insurance are charged to the customer, the choice of route and the mode of transport is at the discretion of the company. The customer is obliged to examine the goods immediately after the arrival. Any visible transport damage and/or any damage to the packaging must be notified by return, in writing to the company. The same applies to hidden damage. In the event that the customer, for any of the above reasons, incurs additional costs for the company such as lapsed insurance cover or costs relating to a responsibility to outside suppliers then the customer becomes liable for these costs. Responsibility passes, in whole, to the customer as soon as the goods leave the factory or the warehouse of the company.
5. Retention of Title
The delivered goods remain, until full and complete payment by the customer, the exclusive property of the Company. This applies to both the material and the intellectual property. During the period of conditional sale, the customer is required to adequately insure the property (i.e. against theft, fire, water, electrical or loss) and the company reserves the right to request proof of such insurance. Any resulting damages claims will be assigned to the insurance of the customer as required by the company. The customer is not entitled to dispose of the goods whilst the said goods are subject to the terms of conditional sale. In the case of seizure or confiscation, the customer must immediately inform the Company and any required third parties, in writing, that the rights of ownership remain exclusively with the company and the customer is further responsible for all interested parties to be suitably informed. In the event that the customer disposes of the goods whilst the said goods remain subject to the terms of conditional sale and that the Company should, in advance, approve this, the customer of the company accepts all and full responsibilities for the transaction to the end customer. The customer is obligated to furnish the Company with all necessary information required to enforce these rights and to facilitate the required cooperation in order to effect contract completion.
6. Limitation of Liability
The Company is liable for gross negligence in accordance with the regulations. In cases of slight negligence the company is only liable if an essential contractual obligation is violated, or in case of delay or non-delivery. In the case of a liability for negligence, liability is limited to such damages as are foreseeable or typical. This limit applies to liability for simple negligence in the case of an initial inability on the part of the company. Liability in respect of non attainment of guaranteed quality, due to malice, personal injury, defects and those liabilities covered by the Product Liability Act remains unaffected. In the event of a claim against the Company arising from liability or warranty, any contributory negligence on the part of the customer, particularly in respect of inadequate error message responses or missing or incomplete data backup protection will be assessed by the Company. Insufficient data backup protection exists, in particular, if the customer has failed to implement current state of the art measures, especially against computer viruses and other phenomena.
The customer can either demand a change or reduction in charges if failure on two occasions of the repair for the same error or error in direct connection occurs. The same applies if, due to the very serious circumstances of the case, after a second attempt at repair for the same error or a directly related error, a repair cannot be affected due to a consolidation of related errors or a repair cannot be expected because of another error. If the customer makes a warranty claim against the company and it appears that either there is no defect or alleged defect, the company is not obligated to honor the warranty. If the customer has attempted to make use of the warranty, with gross negligence or willful misrepresentation, that customer will then be responsible for the restitution of all company incurred expenses. Information contained in the manual / documentation and /or advertising material relating to expansion opportunities of a given product or information referring to available accessories is not binding, in particular because the products are subject to constant change and the information may relate to future developments. The delivery of a manual in English is acceptable if the product is not yet fully localized for each market. The same applies if the product generally is only available in an English language version.
8. Software Warranty
The customer will, immediately after delivery, check the product for any obvious errors and notify the company directly, in writing, if this is the case. The Company warranty is for a period of 12 months from the date of delivery and assumes that the software supplied by the company is fundamentally in material and workmanship substantially in accordance with the accompanying product manual description. The client must be aware that according to the current technical standards, program errors cannot be excluded. In the case of a sustainable complaint, the company reserves the right to carry out repairs or to provide adequate replacement. The customer can either demand a change or reduction in charges if failure on two occasions of the repair for the same error or error in direct connection occurs. The same applies if, due to the very serious circumstances of the case, after a second attempt at repair for the same error or a directly related error, a repair cannot be affected due to a consolidation of related errors or if a repair cannot be affected because of another error. Any other warranty, in particular that the software is suitable for the purposes of the customer, is expressly excluded. If the customer has attempted to make use of the warranty, with gross negligence or willful misrepresentation, that customer will then be responsible for the restitution of all company incurred expenses. Information contained in the manual / documentation and /or advertising material relating to expansion opportunities of a given product or information referring to available accessories is not binding, in particular because the products are subject to constant change and the information may relate to future developments. The delivery of a manual in English is acceptable if the product is not yet fully localized for each market. The same applies if the product generally is only available in an English language version.
The company and the customer commit to each other, not to disclose in any way, to any third party, any business or trade secrets of the other side or in any way to exploit the position of the other party. Documentation, drawings and any other information received by another party in connection with an existing trading relationship may only be used within the terms of this document.
10. Proof Clause
Any electronically processed data stored on the company’s system is admissible as evidence of data transfers, contracts and payments effected between the parties.
Without the express permission of the company, the customer is not permitted to export goods, purchased from the company, to countries outside the EC. In addition, the buyer must adhere to all relevant export regulations, particularly those in respect of the Foreign Trade Regulations and any regulations under U.S. law.
The buyer acknowledges that the resale of any products imported from the United States products are subject to the export control regulations of the United States of America. The export and re-import of hardware, software, technical media and direct products of technical data carriers including services in connection with the use of these products is limited by US law. The buyer agrees that he will neither directly nor indirectly, export to any country or to any end-user, products imported from the U.S., or information or documentation that are associated with such, without having obtained the prior requisite consent of the responsible authority. Required is the approval of the U.S. Department of Commerce, Management of Export Affairs Dept., or other accredited agency. The same applies to all uses by the end user, which are restricted by U.S. regulations. These provisions relate in particular to
Countries affected by U.S. restrictions: Cuba, Haiti, remaining parts of Yugoslavia (Serbia and Montenegro), Iran, Iraq, North Korea, Syria and Vietnam;
Customers not subject to the restrictions: meaning all end-users, which the buyer knows (or has reasonable grounds to believe), must ensure that that any products imported from the USA, are not to be used for the design, development or production of missiles or the missile technology, or are be used in any other way connected with nuclear weapons or chemical and biological weapons;
End use, subject to limitations: meaning any usage, in any way, of imported products in connection with the design, development or production of missiles or missile technology, in connection with nuclear weapons or weapons technology or chemical and biological weapons from within the U.S.
If any provision of these terms and conditions in whole or in part, should become invalid, this shall not affect the validity of the remaining provisions. In effect these void provisions will be replaced with the provision which comes closest to the intended purpose. Additional agreements have been made. Contract additions become effective only after being confirmed in writing. The customer may re-assign its rights under a business relationship with the company only with the explicit written consent of the company. Compensation against the purchase price to the customer is possible only within the context of a recognized or legally established counterclaim. The seat of the company (head office) for the purposes of legal jurisdiction is the Federal Republic of Germany. In the event of dispute German law and the original German AGBs will have precedence.