General Terms and Conditions

I. Scope
The terms and conditions below apply to all present and future deliveries and other performances. Conflicting terms and conditions are hereby explicitly opposed. In so far as the customer refers to the use of his general terms and conditions, the clauses used by both parties are only valid in as far as they correspond. As conflicting general terms and conditions clauses do not form part of the contract, they are replaced by the statutory regulations. The general terms and conditions of enteo Software GmbH cannot be excluded by the general terms and conditions of the other party to the contract.

II. Offer and contract conclusion
1. Our offers are not binding and are without obligation. The figures given in catalogs, brochures, circulars, adverts, illustrations, prices lists and in online services are simply guideline values and are generally subject to constant changes.

2. A contract only comes into effect when enteo Software GmbH has confirmed an order from the purchaser in writing or in electronic form. It also comes into effect when the software product from enteo Software GmbH is imported correctly and in accordance with the instructions of online services or is supplied by enteo. The same applies to supplements, amendments, warranties and subsidiary agreements. enteo Software GmbH reserves the right to confirm the conclusion of a contract by invoice.

III. Prices
1. Unless agreed otherwise in writing or electronic form, our offer price shall be deemed to be in EUROs. Deliveries abroad are always duty unpaid and untaxed. The prices contained in the offers are not binding. The correct prices are those confirmed by enteo Software GmbH. Should the customer not take delivery of the ordered software by the agreed date, the prices of the day of delivery shall apply.

2. If, with our agreement, the whole or part of the concluded agreement is canceled, we are authorized to enforce the agreed remuneration after deduction of the costs saved, and the costs incurred by the customer up until the cancellation of the agreement. Further compensation remains unaffected.

IV. Time of delivery and performance
1. All delivery agreements must be made in writing or electronic form. Delivery deadlines start with the date communicated by enteo Software GmbH. Partial deliveries and partial performances are permissible, in as far as can be reasonably expected of the customer. In the case of delivery agreements, each partial delivery shall be regarded as a separate performance.

2. In the case of delays in delivery and performance beyond its control, enteo Software GmbH is authorized to delay the delivery and/or performance for the duration of the delay, but for a maximum of 6 weeks. Only after the named deadline has expired is the customer authorized to withdraw from the agreement.

3. In as far as performance has become impossible for enteo Software GmbH and this is beyond its control, it is freed from the obligation of performance.

V. Payment
All payments are payable net cash without deduction of cash discount at the place of our head office immediately after receipt of the performance. Our receivables shall always be regarded as the customer’s debt to be discharged at the Creditor’s domicile. We are authorized to issue a separate and independent invoice for each partial delivery or amount. Checks are only accepted as payment and the debt cleared when our bank confirms the proceeds. The due date of our invoice remains unchanged in the case of payment by check. Bill payments require our prior approval. Should we agree, the same conditions apply as with payment by check. Discount charges and all other fees - as in the case of payments by check - are borne by the customer. In the case of late payment, interest at a level of the applicable bank rates for overdrafts is charged to the customer, in as far as a time for payment has been stipulated as a specific date, with effect from this date, or otherwise after receipt of a reminder, or 30 days after receiving the invoice. The right to claim further compensation is reserved. This also applies if we have to use third parties to pursue our rights. If the customer does not comply with his payment obligations or circumstances become known which place his creditworthiness in question, all our receivables, including bill receivables recognized by us, become due immediately. Furthermore, we can withdraw from orders not yet met without compensation. The customer is not permitted to hold back payment for a delivery because of any claims from an order or because of complaints, or offset any claims. This last statement does not apply if the customer offsets an undisputed demand or a claim backed up by legal judgment.

VI. Defect reports and warranty
The enteo Software GmbH warranty is initially limited to retroactive fulfillment (improvement, or supply of replacement). In the case of the failure of two attempts at improvement, the customer retains the right to demand a reduction in the remuneration (reduction) or to withdraw from the agreement as he wishes. It shall be deemed that defects shall not apply in cases of normal wear, incorrect storage/treatment, non-compliance with the operating or maintenance instructions and instructions for use, changes made by the customer or a third party, the effect of external influences, particularly software and hardware which were not present or not installed at the time of the enteo Software GmbH performance.

The customer must examine the performances of enteo Software GmbH without delay for any defects and report these defects without delay, at the latest within two weeks, in writing or in electronic form. The enteo Software GmbH warranty no longer applies after the expiry of this period. If the customer makes use of the warranty and it emerges either that there is no defect or the defect in question is caused by a circumstance which is not covered by the warranty, the customer must compensate us for any resultant costs in as far as he is responsible for our use of resources.

The period of limitation for claims for defects is set according to the legal regulations. A replacement delivery does not result in the extension of the period of limitation. Further claims are excluded except in the case of the agreed features being missing, especially if the agreement is intended to protect the customer from consequential damage resulting from defects. No written or pictorial representations of our performances and deliveries shall be deemed to be the agreed features in this regard.

VII. Liability
enteo Software GmbH assumes no liability for loss, especially for loss of data or data corruption, nor for direct and indirect damage which was unforeseeable or untypical of the contract from the perspective of the underlying legal transaction. This does not apply in the case of intent and gross negligence. Our liability is also excluded in the case of simple negligence unless the damage is caused by culpable infringement of key contractual obligations. The above-mentioned limitations to liability do not apply to claims involving death, personal injury and damage to health or to rights automatically conferred on the customer by the German Product Liability Act.

VIII. Withdrawal
The customer can only withdraw from the agreement as a result of non-compliance with an agreed and/or confirmed delivery deadline if he has set a deadline for subsequent delivery/improvement in writing or in electronic form.

IX. Software protection, registration
The regulations of our software licensing agreements apply. The party ordering the software is obliged to fill in the registration cards and return them to us promptly.

X. Data protection
The data of the party placing the order is, as far as is necessary and allowed within the context of the German Federal Data Protection Act (Bundesdatenschutzgesetz), saved on computer, processed and analyzed. The customer agrees to this.

XI. Applicable law and place of jurisdiction
The law of the Federal Republic of Germany applies. The regulations of the UN Convention on Contracts for the International Sale of Goods do not apply. The place of jurisdiction is Stuttgart in as far as the customer is an entrepreneur, a legal person under public law or a separate asset under public law. If the customer is not an entrepreneur, the legal regulation stipulating jurisdiction applies.

XII. Partial invalidity
Should individual provisions of the agreement with the customer, including these general terms and conditions, be or become wholly or partially invalid, the validity of the other regulations shall not be affected. The parties to the contract agree to replace the wholly or partially invalid regulation with a regulation whose economic success matches that of the invalid regulation as closely as possible.