General terms and conditions
1. General
The "General Terms and Conditions" of Vari.Co. GmbH shall apply as a basis and regulate the legal relationship between Vari.Co. GmbH and its customers, for software developments of any kind, as well as orders / contracts, services and deliveries, now and in the future.
a) Consumers within the meaning of the Terms and Conditions are natural persons with whom business relations are entered into without an independent or commercial professional activity being attributable to them.
b) Entrepreneurs within the meaning of the Terms and Conditions are natural or legal persons or partnerships with legal capacity with whom business relations are entered into, who act in the exercise of a commercial or independent professional activity.
c) Customers within the meaning of the Terms and Conditions are both consumers and entrepreneurs.
2. Legally required information about the right of withdrawal or return
According to §3 FernAbsG as well as §361a BGB, the buyer has the possibility to revoke any distance contract within a period of 2 weeks.
3. Restrictions on the right of withdrawal or return
According to §3, paragraph 2.1 FernAbsG, this does not apply to distance contracts for the delivery of goods that are manufactured according to customer specifications or are clearly tailored to personal needs or are not suitable for return due to their nature.
According to §3, paragraph 2.2 FernAbsG, this also does not apply to distance contracts for the delivery of software if the delivered data carriers have been unsealed by the consumer.
4. Services provided by Vari.Co. GmbH
ISW GmbH offers the customer services in the field of software development. This includes hardware, software and engineering. The agreement between the customer and Vari.Co. GmbH shall be decisive for the scope and execution of the services.
5. The Customer responsibility
a) The customer is responsible for defining the requirements that must be fulfilled by the software. The customer shall draw ISW GmbH's attention in good time to special technical requirements as well as to the legal, official and other regulations at the place of destination, insofar as these are of importance for the execution of the service and the use of the software (hardware).
He shall inform Vari.Co. GmbH of all necessities which are necessary for the performance of the service to be rendered.
b) Depending on the scope of the service to be provided, it shall be divided into jointly defined milestones. If milestones are agreed, partial invoices are automatically agreed in the same number as the milestones. The client shall monitor the services on his own initiative and shall bear joint responsibility for the progress, correctness and expediency of the project.
6.
a) Our prices are quoted in Euros and are always exclusive of the value added tax applicable at the time of invoicing. All printed or stored price quotations in our price lists, electronic media and the like are subject to change. The features published in the descriptions are not guaranteed features in the legal sense, but an attempt to make everything generally published accessible to you; in a personal conversation, or a written enquiry, we can advise you and make a specific offer according to your wishes. Our printed prices do not include any claim to support. However, you have the option of concluding a service or maintenance contract for which a charge is made.
b) Written offers are subject to change for 30 days. The date of the offer is decisive.
7. Terms of payment
We always deliver according to mutually agreed payment terms. Orders from abroad and delivery there are our prices excluding VAT. Exceptions are deliveries within the EU, provided that the recipient does not specify a VAT ID number when ordering. If milestones have been agreed, then the partial invoice is also due after completion of a milestone.
8. Retention of title
Until full payment has been made and all claims, including future claims, arising from the contracts concluded have been met, the goods delivered shall remain our ownership. The purchaser is not entitled to pledge or assign as security the goods subject to retention of title. In the event of third party access to the goods subject to retention of title, the purchaser must ensure that our rights are safeguarded and notify us immediately. Such action does not imply our withdrawal from the contract, provided the acquirer is a merchant.
9. Acceptance of the delivered Vari.Co. GmbH software
Acceptance of the software shall take place after delivery within four weeks and shall not be refused due to insignificant defects. Vari.Co. GmbH shall be notified in writing of any defects detected during acceptance and shall remedy them within a reasonable period of time.
10. Guarantee / Warranty
Vari.Co.GmbH vouches to the customer that the products and services fulfill the properties assured in writing. The customer is aware that errors can creep in even with the most careful development and consultation, that no supplier can provide a warranty beyond the written assurances and vouch for the complete achievement of all hoped-for goals. Excluded from the warranty are defects and malfunctions such as natural wear and tear, force majeure, improper handling, intervention by the customer or third parties, unsuitable operating materials or extreme environmental influences. Within the scope of the warranty, Vari.Co. GmbH shall remedy defects that are demonstrably due to carelessness. The customer shall keep fault documentation ready for this purpose. Vari.Co. GmbH shall provide the warranty within a reasonable period of time.
11. Liability
Our liability shall be limited to such damages as could reasonably be expected to occur at the time of conclusion of the contract based on knowledge of all circumstances at that time. Our liability is limited to the contractual products themselves, also in the case of services rendered; liability for indirect damage, consequential damage caused by a defect and loss of profit is excluded. In the event of a warranty claim, we reserve the right to rectify the defect within a reasonable period of time. Our liability for damages caused by intentional or grossly negligent misconduct remains unaffected by any limitations of liability.
12. Copyright
a) All Vari.Co. GmbH products are protected by copyright and licensing law. These include: Database processing with TeimOrbit® ; Data modelling with TeimModel® ; Abstract classes for creating graphically interactive CAE interfaces; Graphically interactive postprocessor. This does not include the CAE applications integrated into Vari.Co. GmbH products.
b) The customer is obliged to prevent unauthorized access by third parties to the protected software as well as the documentation by taking suitable precautions. The original data carriers supplied as well as a backup copy shall be kept in a place secured against unauthorized access by third parties. The customer's employees shall be emphatically instructed to comply with these contractual terms and conditions as well as the provisions of copyright law. The output of the program code to a printer or the duplication of the original CD is also strictly prohibited.
c) Vari.Co. GmbH software provided to interested parties for testing purposes for an agreed period of time may not be copied (also applies to backup copies, as careful handling of the data carrier is assumed) or duplicated. Any verifiable manipulation or duplication will be prosecuted. The test package must be returned in full to Vari.Co. GmbH after the agreed test period.
13. Final provision
The law of the Federal Republic of Germany shall apply. Subsequent additions or amendments to contracts must be made in writing. This also applies to any waiver of the written form requirement. The place of jurisdiction is Karlsruhe
14. Severability Clause
Insofar as ineffective clauses contain an effective, appropriate part, this shall be upheld. The parties undertake already now to agree on a replacement provision which comes closest to the economic result of the omitted clause.
November 2023 Vari.Co. GmbH, Register Court HRB 107961, Managing Director: Dipl.-Ing. Ralph Wolpensinger, Karlheinz Steier