Conditions of supply and sale
of PREO Software AG,
Barmbeker Straße 2, 22303 Hamburg
- 1. The Terms and Conditions listed here apply to all business relationships between PREO Software AG, Mühlenkamp 31, 22303 Hamburg (hereinafter referred to as PREO) and the buyer.
- 2. No deviating buyer contractual conditions are recognised by PREO if this has not been expressly agreed.
- 3. These Terms and Conditions will be used in all future contracts between PREO and the buyer, even if they are no longer referred to in future business transactions.
2 Contract formation
- 1. A contract is only established if an order is confirmed by us or if we have begun carrying it out.
- 2. All our offers are subject to confirmation.
- 1. All software products sold by PREO are sold in the form in which they were received by PREO. The scope of usage rights transferred with the products is based upon the product usage rights of the respective software manufacturer.
- 2. Reference is explicitly made to the fact that the product usage rights of the respective manufacturer for delivery of the software programs that are connected to the respective software, which go beyond the provisions of these Terms and Conditions, are used; you can request these from PREO at any time.
- 1. Unless otherwise specified, all final prices given are listed in EUROS / € including the respective legally applicable value added tax. Postage and delivery costs are added, provided that no other agreement has been made. If another price list is published, all previous price lists shall lose their validity.
- 2. The agreed prices do not contain installation, instruction or other additional services. Services and assistance with installation are not delivered by PREO.
All issues affecting operation of the software programs are the sole responsibility of the buyer.
- 3. PREO reserves the right to choose the delivery method. Provided no deviating agreement has been made between PREO and the buyer, delivery shall be subject to cash-on-delivery.
- 4. Provided the delivery takes place on account, the invoice shall be settled within 7 days upon receipt of the ordered software programs.
- 5. If the user defaults, PREO is entitled to claim default interest for the legal amount. In the event of further loss, PREO can also claim this.
The user shall only be entitled compensation if the counter-claim submitted is deemed to be legally binding or if this has not been disputed by PREO.
6 Right to retention
Exercising the right to retention shall only be permitted provided the counterclaim submitted is based on the same contractual relationship.
- 1. We are entitled to partial deliveries in commercial dealings.
- 2. If we default for reasons that we are responsible for and this is not based on violating essential contractual duties, then liability for compensation is excluded in the event of ordinary negligence.
- 3. After we have defaulted, the buyer is only then entitled to withdraw if he/she sets an appropriate grace period upon defaulting and at the same time, announces his/her withdrawal within the deadline in the event of non-delivery.
- 4. As of the point in time in which the buyer is in default of acceptance or has violated his/her duties to collaborate, we shall be entitled, irrespective of all further claims, to claim for any resulting damages including any additional expenditure. From the point in time of default of acceptance onwards, the risk of accidental loss or degradation of the item purchased is transferred to the buyer.
8 Reservation of ownership
- 1. We retain ownership of all goods delivered by us. In commercial dealings, ownership of the purchased item is only transferred to the buyer upon receipt of all payments from the ongoing business relationship.
- 2. Provided ownership has not been transferred to the buyer, the buyer is prohibited from pledging goods, transferring securities or provisioning the reserved goods by way of exchange. Reselling is only permitted as part of a correct transaction. If the buyer sells the goods, then he/she shall transfer the full amount of his payment claim to us until his purchase price claim against the customer has been cleared. We are entitled to request all information and documents required for collection.
- 3. If the buyer’s claims in commercial dealings arising from selling our reserved goods are recorded in a current account, then the buyer shall transfer his payment claim to us in the amount of the respective acknowledged account balance, in the amount of our claim against the buyer.
9 Liability for defects and warranty
- 1. In the event of a defective delivery object, the legal provisions shall apply. Assigning these claims to third parties is not permitted.
- 2. PREO is unconditionally liable provided the cause of the damage is based on malicious intent or ordinary negligence. Moreover, PREO is liable for the simple negligent violation of essential duties, the violation of which jeopardises achieving the purpose of the contract, or for the violation of duties, the fulfilment of which enables the contract to be carried out correctly in the first place and which the buyer is relying on. However, in this case PREO is only liable for damage which is foreseeable or typical for the contract. PREO is not liable for a simple negligent violation of obligations other than the ones stated.
- 3. The preceding limitations of liability shall not apply for losses arising from death, damage to body and health with regards to adopting a warranty for the characteristics of goods and in the event of maliciously concealed defects.
Liability according to the Product Liability Act remains unaffected.
- 4. Provided that liability is excluded or limited by PREO, this shall also apply to the personal liability of employees, representatives or vicarious agents.
- 5. The buyer shall show obvious defects within two weeks and hidden defects within 6 months after the date of the invoice. The obligations for examination and notification of defects that are applicable in accordance with Art. 377 and 378 of the German Commercial Code shall remain unaffected. When issuing a notice of defect, the buyer is committed to describe to us in what way and under what circumstances this error has occurred.
- 6. In commercial dealings, the notices of defect do not affect the due date of the purchase price claim, except when they are deemed to be legally binding or have been acknowledged by PREO in writing.
10 Data backup
Data backup is the buyer’s responsibility. We accept no liability for any data loss whatsoever.
11 Data protection
- 1. PREO is committed to adhering to all applicable statutory data protection regulations, in particular the German Federal Data Protection Act.
- 2. Provided the buyer has passed on personal data to PREO, it shall only be used for the purposes of fulfilling the contract and order.
12 Place of fulfilment, place of jurisdiction
- 1. Hamburg is agreed as the place of fulfilment for delivery and payment.
- 2. The law of the Federal Republic of Germany shall solely apply.
13 Other provisions
- 1 All provisions as well as any additional or deviating provisions must be made in writing to be effective. This also applies to withdrawal of the requirement of written form.
- 2. If individual provisions of these Terms and Conditions are deemed to be or become partly or fully void, then the validity of the remaining conditions shall not be affected.
Any invalid provisions shall be replaced by the legally effective provisions, that the parties would have agreed upon had they been aware of the legal situation at the time of the conclusion of the contract, taking into account the intent and purpose of the conditions, in order to bring about the desired economic result.
Version: September 2013