MicronNexus - Terms & Conditions

1. General
Upon placing an order the contractual partner accepts our effective General Terms and Conditions. This also applies to any subsequent and future business. Contrary standard terms and conditions of the contractual partner, even in letters of confirmation or through unconditional deliveries or services, are rejected, unless otherwise expressly agreed upon in writing.

2. Offers, prices and payments
2.1 All offers are subject to confirmation. We are entitled to accept orders of the contractual partner within two weeks.
2.2 Prices are quoted in euros plus applicable VAT and plus shipping and handling where applicable.
2.3 Payments are due in full. This applies also to payments for any partial deliveries
2.4 Checks and drafts are accepted only in the case of a special agreement and only on account of performance charging all collection and discount expenses.
2.5 Without our prior written consent, the contractual partner is not entitled to assign claims to a third party.
2.6 Our claims are subject to set-off only, if the contractual partner’s counter claim is undisputed or non-appealable. A right of retention may be enforced only as far as it is based on the claims of the same contractual relationship.
2.7 In case of default, all liabilities of the contractual partner against us are due immediately. Furthermore, we are entitled to withdraw from the contract and to stop further deliveries or services or to require payment in advance.

3. Ownership, copyright, license
3.1 Our programming services (hereafter “the Work”) are protected by copyright. All rights of ownership and copyright to the original Work as well as all rights to the source code remain with us.
3.2 The contractual partner is entitled to licenses solely as and for the purpose agreed in the contract.
3.3 Without our prior written consent these licenses may not be assigned in part or in full to third parties.
3.4 Any duplication, reproduction, amendment, adaptation, broadcasting, public rendering, transformation for reproduction on other data carrier, recording on other media, etc. is subject to our prior written consent, unless otherwise covered by the use agreed in the contract.
3.5 All rights to the Work assigned to the contractual partner according to this contract, remain with us until payment is made in full. Any prior use or transfer of the Work is prohibited. For the case of prior prohibited transfer to a third party, the contractual partner hereby assigns all claims against third parties to us. We accept the assignment.

4. Transfer of ownership
4.1 The goods remain our property until all claims arising from the business relationship with the contractual partner have been paid in full.
4.2 The contractual partner agrees to inform us immediately and to the fullest extent of any execution levied upon goods subject the retention of title.

5. Examination, complaints, warranties, statute of limitation
5.1 The contractual partner agrees to promptly examine the goods/services upon receipt and to promptly lodge any complaints about defects to us in writing. Failure to do so releases us from liability for defects.
5.2 Goods free of defects will not taken back.
5.3 The limitation period for the rectification of defects is one year for new goods and six months for used goods starting from the time of delivery/performance. In the case of a sale of consumer goods to a private end user the warranty period for new goods is two years and for used goods one year starting from the time of delivery/performance. In the event of a delivery recourse in accordance with Articles 478, 479 of the BGB (German Civil Code), the legal period of limitation remains unaffected.
5.4 Upon our discretion any provably faulty goods shall be replaced or repaired free of charge. Upon our discretion repairs will take place at our location or the contractual partner’s location during normal business hours.
5.5 Only if repair or replacement is not performed within a reasonable amount of time or is ultimately unsuccessful, the contractual partner is entitled to revoke the contract within the limits of the law, to demand mitigation of the price or damages or reimbursement. Repair or replacement is deemed to have failed after the second attempt if this is not caused by the type of the goods or the defect or other circumstances. If claims are for damages or reimbursement are asserted, liability is limited as described below.
5.6 Any modification to the goods made by the contractual partner or a third party invalidates the warranty and all liability.
5.7 If the goods are not used in accordance with the operating instructions any defects resulting from this are exempt from liability.
5.8 The liability for defects does not apply to parts that are subject to wear and tear and does not include free servicing of the goods or services.

6. Liability
6.1 We, our representatives, employees and vicarious agents are, regardless of legal basis, liable solely in accordance with the following provisions.
6.2 We are liable solely for willful intent and gross negligence, unless liability concerns the breach of a material contractual obligations, claims for damages due to acceptance of a procurement risk or a guarantee.
6.3 Except for willful breach of contract we do no bear liability for any loss of profit, failure to make savings, indirect damages, consequential damages and/or damages due to the loss of data.
6.4 In addition, for contracts with companies, public entities or estates our liability, except for willful breach of contract, is limited to the amount of reasonable foreseeable damages at the time of contract conclusion.
6.5 Liability due to culpable harm to life, body or health remains unaffected by the aforementioned limitations on liability.

7. Privacy
The contractual partner is advised that personal data acquired as part of the business relationship is processed and stored in accordance with the provisions of the German Federal Data Protection Act.

8. Final provisions
8.1 German Law excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) applies. Place of performance is Hamburg.
8.2 The jurisdiction for both parties is Hamburg, provided the contractual partner is a company, a public entity or estate or is based outside of Germany.
8.3 Should individual provisions of these conditions be or become invalid, the validity of the remaining provisions shall not be affected. In place of the invalid provision, a substitute provision that most closely approximates the intended purpose will be agreed.

Copyright MicronNexus GmbH, 2012