General Terms and Conditions for Deliveries and Services (as at 2024)
§1 Scope of application: All deliveries and services are provided on the basis of these General Terms and Conditions.
The General Terms and Conditions for Deliveries and Services of INFINITT Europe GmbH include the sale, delivery and provision of hardware products including accessories and the licensing and delivery of software products and related services, such as consulting, project management, training, maintenance and system care.
In addition, the transfer of use of software in connection with operator services and performance guarantees. §2 Performance of services: The scope of the services to be provided is determined by the conditions of the accepted offer or the order confirmation and the technical service description as well as the individual written agreement between the Client and the Contractor, which must always be recorded in writing. § 3 Data backup obligation As an essential contractual obligation, the customer must back up data and programs in machine-readable form at intervals appropriate to the application, at least once a day, and thus ensure
that these can be restored with reasonable effort.
INFINITT is only liable for the loss of data to the extent that is unavoidable even if the customer fulfills or would have fulfilled his data backup obligation. § Prices and conditions Prices and license fees result in the case of timely acceptance of a written offer from this, otherwise, in the absence of a written agreement to the contrary, from the price and product list valid at the time of acceptance of the order by INFINITT.
Offers made are subject to change.
Agreements and orders only become binding upon written confirmation.
The prices are free to the customer’s place of acceptance, plus
VAT and any other statutory charges at the applicable statutory rate.
Installation costs are only included if this has been expressly agreed in writing.
If individual items of the offer are no longer available at the time of execution of this offer, e.g. due to product discontinuation, minor cost-neutral deviations in the sense of technical progress shall be deemed approved by the client.
The current fees for software licenses can be changed with a notice period of ninety (90) days.
In the event of an increase in remuneration, the Client shall be entitled to an extraordinary right of termination, which must be exercised before the increase comes into effect.
Deadlines for services shall be agreed as part of the project management and shall be based on the schedule specified therein.
The pricing for services (installation, integration, training and project management) as well as for maintenance and care is based on a 5-day week and an 8-hour working day.
The following overtime surcharges apply for working hours outside the normal business hours of 8:00 am – 5:00 pm: 25% on weekdays, 50% on Saturdays and 75% on Sundays and public holidays.
After the permissible total daily working time of 10 hours, the work can be interrupted at the discretion of our employee and continued on the next working day.
Costs for project planning work include preparation by the INFINITT project manager. The project planning work takes place both on site at the client’s premises and at INFINITT.
Invoicing is based on the level of service.
If it is foreseeable that the planned expenditure will be exceeded, the client will receive an offer for the extension of the service contingent in good time. §5 Terms of delivery and payment: Payments are to be made within fourteen days of invoicing as follows, without deduction:
- 100% for a total price (excluding VAT) of less than €15,000.
- For a total price of €15,000 or more – 30% on order placement – 40% on delivery – 30% on declaration of readiness for operation
Timely acceptance of deliveries and services is an essential contractual obligation of the customer.
Reservations against a delivery must be confirmed immediately in writing.
Partial deliveries are permitted, as long as they are not unreasonable for the customer.
Minor defects or slight errors are subject to rectification by INFINITT.
In the event of a complaint, the contractor will be given reasonable time to rectify the defect.
In the event of failure of the supplementary performance, the client has the right to withhold services or withdraw from the contract.
A postponement of the delivery date requested by the client can only take place with the express consent of INFINITT.
If the client notifies INFINITT of a change of date within 12 hours before the agreed date, INFINITT reserves the right to charge a cancellation fee of 50% of the service to be provided.
The client can only offset undisputed or legally established claims.
Partial deliveries are permitted, provided this is not unreasonable for the client, and can be invoiced separately. § 6 Warranty: The warranty on INFINITT software is 12 months, the warranty for third-party software products and hardware corresponds to the conditions of the respective manufacturer.
Technical data, specifications or quality descriptions issued by INFINITT, in particular for hardware and third-party software, do not constitute warranties unless they have been expressly confirmed as such by INFINITT in writing.
The warranty work will be carried out at INFINITT’s discretion either at the client’s premises or at the INFINITT service center.
For third-party software and hardware INFINITT provides manufacturer’s warranty, if this is not expressly mentioned in the offer or order confirmation.
The standard warranty on hardware includes warranty on spare parts, but not on wearing parts.
Not included in the warranty and maintenance contracts are The elimination of faults and malfunctions caused by improper handling and/or operation, third-party influences, force majeure, impermissible environmental conditions at the installation site (temperature, humidity, etc.), unreliable power supply, overvoltage (e.g. in the event of a lightning strike) and accessories and consumables that do not comply with INFINITTSpecifications. § 7 SOFTWARE LICENSE The client may use INFINITT software products including documentation only on the basis of a software license granted by INFINITT.
A software license granted by INFINITT is personal, non-exclusive, transferable only with the express prior consent of INFINITT and does not entitle to grant sublicenses.
The software may only be copied, reproduced or transferred to another system via a network to the extent that this is necessary for operation on the licensed system and for archiving and backup purposes.
If operation of the software on the licensed system is impossible due to a device defect, the customer may in this exceptional case temporarily operate the software on another central unit or system configuration.
General Terms and Conditions for Deliveries and Services
The client shall treat all information about the software, the methods and procedures used as confidential.
The client may not use any procedures of any kind to restore source programs or parts thereof from the binary software or to gain knowledge of the design or creation of the software or hardware or firmware implementations of the software.
Software licenses are granted for an indefinite period of time and can only be terminated by INFINITT for good cause.
An important reason exists in particular if the customer does not properly fulfill his contractual obligations or does not make due payments within ten days of receipt of the reminder despite a reminder. §8 Contract: Agreements between INFINITT and the client are generally effective upon mutual signature, unless otherwise agreed.
The conclusion of a software maintenance contract is obligatory and includes both update and upgrade.
INFINITT provides maintenance services for its delivered standard software according to the agreements in the contract and by personnel who are qualified to provide the agreed maintenance services.
Unless otherwise agreed in the contract, the software maintenance includes the following items:
- Update: Bundling of several bug fixes in the standard software in a single delivery
- Upgrade: Bundling of several bug fixes and minor functional improvements and/or adaptations (e.g. to changed operating conditions) of the standard software
- Remote diagnostics via remote desktop
The annual costs for this amount to 15% of the license list price and are payable annually in advance.
At the request of the client, the “New versions/major releases” area can be included in the software maintenance contract as a supplement.
The costs for this will be announced in the form of an offer.
These include release/version/additional and/or modified functions and other adaptations/corrections (e.g. to changed conditions of use) of the standard software. § 9 Termination The agreement on maintenance or software maintenance can be terminated with a notice period of 6 months to the end of a contract year, but for the first time at the end of an agreed minimum term.
Unless otherwise agreed, a minimum term begins with the payment obligation and is 36 months. § 10 Liability Claims for damages – for whatever legal reason – against INFINITT, which presuppose slight negligence, only exist if an essential contractual obligation / cardinal obligation has been violated.
The same applies to claims for futile expenses.
Claims for damages due to breach of obligations in the delivery phase are limited per claim to the order value, but max.
10,000€ per claim.
In the event of breaches in the maintenance and servicing phase, claims for damages per claim are limited to the lump sums payable in the year in which the individual claim arose.
Liability for loss of profit is excluded.
However, the client may demand further liability against payment of a risk surcharge.
The limitation period for claims for defects is 12 months.
The extension of the right to use software does not lead to a new limitation period. §The client acknowledges that the software, including user documentation and other documents, is protected by copyright and that it is a trade secret of the respective manufacturer.
He takes precautions that these are not accessible to third parties without the consent of INFINITT.
The client may only reproduce the user documentation for his own use. §12 General obligation to cooperate The client and INFINITT each appoint a project manager who makes decisions or brings them about immediately.
The project manager of the client is available to INFINITT for relevant information.
INFINITT is obliged to involve the project manager of the client, as far as the execution of the order requires this.
The client must ensure that at the latest at the time of installation competent operating personnel are available for implementation support.
INFINITT will prove operational readiness after completion of the installation and declare it in writing.
This declaration is deemed to be confirmed by the client if he does not object within two weeks with a detailed explanation. §13 Obstruction and interruption The client reports malfunctions, errors or damage immediately and completely.
In this respect, the notification and complaint period according to § 377 HGB applies. The corresponding notification can be made in advance by telephone and must, however, be reported immediately in writing, by e-mail or by fax to INFINITT Support. § 14 Acceptance and obligations The operational readiness of the installed delivery item is proven by a successful functional test with the test procedures and programs developed by INFINITT and recognized by the client by countersigning the acceptance certificate.
If the client does not sign the acceptance certificate despite a successful functional test, the readiness for operation is nevertheless deemed to be recognized on the date of the functional test, if the customer, although INFINITT has set him a grace period of at least two weeks with reference to the consequences of the expiry of the deadline, does not explain within the grace period. § 15 Final provisions The law of the Federal Republic of Germany applies exclusively to all claims arising from this contract.
If a contractual provision is or becomes invalid in whole or in part, the remainder of the contract shall remain valid.
Place of jurisdiction is, as far as permissible for merchants or legal entities under public law, the registered office of INFINITT Europe GmbH.
