Terms & Conditions
General Terms and Conditions of AS Computer Consulting & Service GmbH (“AS Computer”)
§ 1 Scope
(1) The following (GTC) apply to the sale of goods and the provision of services to business customers. Insofar as the contracting parties agree on the installation of the goods in addition to the goods, these terms and conditions also apply. Business customers are entrepreneurs, legal entities under public law and special funds under public law.
(2) Offers, deliveries and services by AS Computer are based exclusively on these terms and conditions. Deviations from these terms and conditions only come into operation, if they are explicitly confirmed by AS Computer in written form.
(3) Geschäfts- bzw. Einkaufsbedingungen des Kunden gelten nur dann, wenn AS Computer in deren Geltung für das konkrete Rechtsgeschäft ausdrücklich eingewilligt hat.
§ 2 Offers / conclusion of contract
(1) A contract for the delivery of the goods offered (hardware and software) and, if applicable, for additional installation services is concluded with the acceptance of the offer and the terms and conditions of AS Computer within the offer binding period, unless expressly agreed otherwise.
(2) If the customer's declaration of acceptance deviates from the offer, the deviations are only deemed to have been agreed if AS Computer expressly accepts them in its order confirmation.
(3) Orders placed by the customer in text form or verbally are only deemed accepted, if they have been confirmed by AS Computer in text form (in writing, by telex or electronically) within a period of 5 working days.
§ 3 Delivery item / quality, content and scope
(1) Unless otherwise agreed in writing between the parties, the nature, content and scope of the deliveries and services to be provided result from the offer from AS Computer. Installation, instruction and/or training are only owed by AS Computer if the provision of these services has been contractually agreed.
(2) Technical data, specifications, product descriptions or other service descriptions are not warranties or guarantees. Advertising statements by a manufacturer of hardware or software do not become part of the contract between the parties, unless AS Computer expressly repeats such statements in its offer.
(3) We reserve the right to make technical and design deviations from descriptions and information in brochures, catalogs and written documents due to further technical developments.
§ 4 Delivery, delivery periods, delays
(1) Deliveries are made to the delivery addresses stated by the customer at the customer's expense and risk. AS Computer is entitled to make partial deliveries unless this is not economically reasonable for the customer.
(2) Delivery dates and deadlines and/or delivery periods after an agreed event (hereinafter: delivery times) are binding insofar as they are expressly confirmed as binding by AS Computer in writing. Adherence to the delivery times for the agreed deliveries requires the timely receipt of the customer's order and the timely and proper provision of all cooperation services by the customer. If these and other agreed requirements are not met or not met in time, the delivery times will be extended accordingly plus a reasonable recovery time.
Delivery times are met if the agreed deliveries are dispatched or made available for collection within the agreed delivery time. Insofar as the installation of the delivery items has been contractually agreed, the delivery times are deemed to have been met if the installation takes place within the agreed period.
(3) Lieferzeiten verlängern sich für AS Computer bei Störungen aufgrund höherer Gewalt oder anderer von AS Computer nicht zu vertretender Hindernisse (wie z.B. Streik, Aussperrungen, Krieg, Störungen bei der Eigenbelieferung, nicht vorhersehbare Betriebsstörungen), um die Zeitdauer, während der die Hindernisse und Störungen bestehen und zusätzlich um eine angemessene Wiederanlaufzeit nach Wegfall des Hindernisses oder der Störung. Wird die Lieferung dadurch über eine Dauer von mehr als 6 Monaten unmöglich oder für eine der Parteien unzumutbar, ist jede Vertragspartei berechtigt, den Vertrag für die nicht lieferbaren Produkte mit sofortiger Wirkung zu kündigen. Das Kündigungsrecht ist nach Ablauf der 6-Monatsfrist unverzüglich auszuüben.
(4) The customer has the right to withdraw from the contract with the threat of rejection after a reasonable period of grace has expired uneventfully, provided that AS Computer is responsible for the delay.
§ 5 Acceptance / Obligations to give notice of defects in commercial transactions
(1) The orderer/customer is obliged to accept the ordered item or the agreed service. Upon acceptance, he must convince himself of the proper condition of the object of purchase or the service. Acceptance must take place as soon as AS Computer has offered to deliver or provide the service.
(2) If the purchase is a commercial transaction for both parties, the buyer must inspect the goods immediately after delivery by the seller, insofar as this is feasible in the ordinary course of business, and if a defect is found, notify the seller immediately .
(3) If the buyer fails to report the goods, the goods shall be deemed to have been approved, unless there is a defect that was not apparent during the inspection.
§ 6 Terms of Payment
(1) Prices are binding if they have been confirmed in writing in the order confirmation or contractually agreed. All prices are in EURO ex Munich or, in the case of imported goods, ex the German border / import port, plus the statutory sales tax applicable at the time of performance. Any shipping costs or customs duties are specified in offers / order confirmations from AS Computer.
(2) Additional services and deliveries that go beyond the content of the contract will be charged separately according to the prices shown in the currently valid price list.
(3) Services and deliveries by AS Computer are due for payment on the payment date specified in the invoice. A payment is only deemed to have been made when the amount due has been credited to the bank account of AS Computer. The same applies to cashing checks.
(4) If the customer defaults on payment, AS Computer is entitled to charge default interest at the statutory rate.
(5) If the customer does not meet his payment obligations within the framework of a continuing obligation or stops making payments, AS Computer is entitled to terminate the contract / continuing obligation without notice after setting a deadline without success. In this case, all outstanding claims of AS Computer against the customer are due for immediate payment. If AS Computer continues to adhere to the contract, it is entitled to demand an advance payment, bank guarantee or security deposit of a reasonable amount. AS Computer also has the right to exclude the customer who is in default from further deliveries, even if corresponding delivery contracts have been concluded.
The customer can only offset claims that are undisputed or legally established. The customer's rights to refuse performance and rights of retention remain unaffected, whereby the customer can only assert such rights if they are based on the same contractual relationship.
§ 7 Retention of title
(1) Delivered items remain the property of AS Computer until the purchase price has been paid in full. If the customer combines products owned by AS Computer with other goods, he undertakes to grant AS Computer co-ownership of the newly created item in proportion to the value of the goods delivered by AS Computer to the other goods at the time of the connection.
(2) The customer is entitled to sell the reserved goods in the ordinary course of business. The customer hereby assigns to AS Computer as security the claims to which he is entitled from the resale or from any other legal reason relating to the reserved goods. The customer is revocably authorized to collect the assigned claim for his account in his own name. At the request of AS Computer, the customer must provide the necessary information and submit documents (extended retention of title). The customer is not permitted to pledge or transfer the goods subject to retention of title to third parties.
(3) In the event of access by third parties to the goods subject to retention of title, in particular in the event of seizure, the customer will point out the ownership of AS Computer and notify them immediately. If this obligation is not met, all costs and damages shall be borne by the customer.
§ 8 Material defects and defects of title
(1) Warranty claims of the customer against AS Computer from the delivery of new goods and the provision of services exist according to the statutory provisions, but are initially limited to supplementary performance / replacement delivery. If the supplementary performance ultimately fails or if the supplementary performance/replacement delivery is unreasonable, the customer has the right to demand a reasonable reduction in payment (reduction) or cancellation of the contract.
(2) Insignificant and non-reproducible errors or deviations from the owed quality do not justify any rights or claims of the customer.
(3) Rights and claims due to defects expire in one year. The statute of limitations begins with the delivery of the software / delivery items.
(4) Statutory claims of the customer due to a defect shall apply without restriction insofar as AS Computer, its legal representatives or vicarious agents (hereinafter AS+) have fraudulently concealed a defect from the customer, a defect was caused by gross negligence or intent on the part of AS+, in the event of infringement of life, body or health due to a defect in the delivery item for which AS+ is responsible or in the event of a claim under the Product Liability Act.
§ 9 Liability / Limitation of Liability
(1) AS Computer has unlimited liability only for intent and gross negligence, including that of its legal representatives and vicarious agents. The same applies to guaranteed properties and fraudulent misrepresentation. Customer claims under the Product Liability Act and the Product Safety Act or in the event of injury to life, limb or health remain unaffected.
(2) AS Computer is only liable for slight negligence if an obligation is violated, compliance with which is of particular importance for the achievement of the purpose of the contract (breach of a cardinal obligation), in accordance with § 10. Liability for slight negligence is otherwise excluded.
§ 10 Limitations of liability for liability for slight negligence (§ 9 Para. 2)
In the event of slight negligence, AS Computer is liable if the damage was caused by a breach of essential contractual obligations, whereby this liability is limited to the typical damage that was foreseeable for AS Computer when the contract was concluded. Significant contractual obligations are those obligations the fulfillment of which is essential for the proper execution of the contract, the violation of which jeopardizes the achievement of the purpose of the contract and the observance of which the customer regularly relies on (cardinal obligations).
(1) AS Computer's liability for any data loss at the customer's or on customer's data carriers is limited to the typical recovery effort that would have occurred with regular and risk-appropriate data backup, to which the customer is independently obliged.
(2) For all other damage going beyond the restoration, in particular for business interruption damage, loss of earnings and lost profit for the customer, liability is limited to the coverage amounts of the business liability insurance / pecuniary damage liability insurance of AS Computer that cover the damage risk typical of the contract. The amount of coverage is EUR 2 million for personal injury, EUR 1 million for property damage and EUR 200,000 for financial loss (per damage event). Claims for damages that go beyond the sums insured are excluded.
(3) When concluding and during the term of contracts with AS Computer, the customer is obliged to inform AS Computer as soon as and to the extent that the typically foreseeable damage, in his opinion, exceeds the above coverage amounts of business liability (for personal injury/property damage) or financial loss liability insurance ( for financial losses) and is not or no longer sufficient to cover any damage. In this case, the contracting parties agree on a higher liability sum against the assumption of the costs of an excess insurance by the customer.
§ 11 Delivery of Third-Party Software
(1) The license conditions / EULA of the software manufacturer shall take precedence for third-party software made available or supplied by AS Computer. Unless otherwise agreed, the software products supplied are only intended for the customer's own use within the framework of a simple, non-transferable license from the software manufacturer. Software is only due in the object code. A transfer of granted rights of use to third parties requires the prior consent of AS Computer and the respective manufacturer or supplier, as well as proof of the final abandonment of one's own use.
§ 12 Choice of Law and Place of Jurisdiction
(1) The application of the law of the Federal Republic of Germany is agreed for the contractual relationship. The application of the Convention of Contracts for the International Sale of Goods (CISG) of April 11, 1980 / UN Sales Convention - in the currently valid version - is excluded.
(2) Munich is agreed as the place of jurisdiction for all disputes arising from this contract if the customer is a merchant or a legal entity under public law or a special fund under public law or if the customer does not have a general place of jurisdiction in the Federal Republic of Germany.
§ 13 Severability Clause
Should individual provisions of these general terms and conditions be or become invalid in whole or in part, the remaining provisions shall remain unaffected. The statutory regulation then takes the place of void or ineffective provisions, whereby it must be taken into account that the intended economic purpose is achieved as precisely as possible. Any existing loopholes in the regulations must be supplemented accordingly.
© AS Computer Consulting & Service GmbH
Status: May 2012