Terms and conditions

General Terms and Conditions of Remynd Systems GmbH

This English version is a non-binding convenience translation. In the event of any discrepancy, the German version of these General Terms and Conditions shall prevail.

Terms for service business

1. Subject matter of the terms

The subject matter of these terms is the provision of services to the customer in connection with the installation, configuration, repair, training and support as well as other assistance for hardware and software systems by Remynd Systems GmbH. This also includes consulting and support services by Remynd Systems GmbH for software projects planned at the customer. Within the scope of this activity, Remynd Systems assumes no obligation regarding the suitability of the selected devices for the customer's purposes and requirements.

2. Provision of services

2.1 The services of Remynd Systems GmbH are performed using working methods that Remynd Systems GmbH deems technically necessary. If the customer considers other working methods to be necessary, the customer shall bear any additional costs incurred.

2.2 At the customer's request, Remynd Systems GmbH will prepare a cost estimate before the start of the provision of services, subject to a separate charge.

2.3 Remynd Systems GmbH acts exclusively as a service provider for the customer, whereby Remynd Systems GmbH is responsible only for the service and the customer for the overall result.

3. Customer cooperation

3.1 The customer participates in the specification of services and, where necessary, in tests.

3.2 The customer provides the necessary devices and resources to the employees of Remynd Systems GmbH during the normal business hours of Remynd Systems GmbH and without waiting time, and ensures the necessary working conditions. The customer will keep available, free of charge, the data-transmission and communication facilities required by Remynd Systems GmbH to fulfil the contractual services. At the request of Remynd Systems GmbH, the customer will provide, at its own expense, an opportunity for the protected storage of material near the equipment.

3.3 The customer regularly, and where technically possible before the start of the service, takes all necessary precautions to back up its data. Damage resulting from inadequate protective measures on the part of the customer or from other causes of data loss is not covered by these terms.

4. Prices and payment terms

4.1 All prices are subject to value added tax at the statutory rate applicable at the time the service is rendered.

4.2 The prices published by Remynd Systems GmbH are non-binding and only become valid upon acceptance of the order by Remynd Systems GmbH.

4.3 Remynd Systems GmbH is bound by the prices and conditions stated in offers for two weeks. This also applies to prices and conditions contained in order confirmations of Remynd GmbH that deviate from the customer's previous order.

4.4 Prices do not include travel and accommodation costs or expenses. These are charged separately in accordance with the price lists of Remynd Systems GmbH applicable at the time. Services rendered are invoiced according to the effort actually expended. For extensive service projects, monthly interim invoicing takes place.

4.5 Invoices are due for payment immediately upon receipt without deduction. Default of payment occurs after 14 days from receipt of the invoice if payment has not been made.

4.6 Agreements on dates and deadlines should be set out in writing. If more than 6 months lie between conclusion of the contract and the agreed service date, the list prices valid at the time the service is rendered are deemed agreed. Compliance with the service obligation on the part of Remynd Systems GmbH further requires the timely and proper fulfilment of the customer's obligations.

4.7 The customer may only offset undisputed or legally established claims against claims of Remynd Systems GmbH.

4.8 If Remynd Systems GmbH is entitled to a claim for damages, Remynd Systems GmbH may claim the total remuneration as compensation, unless the customer proves that no damage or lower damage has occurred. Remynd Systems GmbH may assert a higher claim for damages.

5. Liability

5.1 Unless otherwise stipulated below, Remynd Systems GmbH is liable in accordance with the statutory provisions for claims for damages based on intent or gross negligence. Insofar as Remynd Systems is not charged with an intentional breach of contract, or a grossly negligent breach of contract caused by executive staff, liability for damages is limited to the foreseeable, typically occurring damage, up to a maximum of 20% of the remuneration agreed for the service not rendered. Unless otherwise stipulated below, Remynd Systems is liable in accordance with the statutory provisions for the culpable breach of a material contractual obligation. In this case, however, liability for damages is limited to the foreseeable, typically occurring damage. Liability for culpable injury to life, body or health remains unaffected; this also applies to the mandatory liability under the Product Liability Act. Insofar as legally permissible, the liability of Remynd Systems is otherwise excluded.

5.2 Insofar as the liability of Remynd Systems is excluded or limited, this also applies to the personal liability of all persons acting for Remynd Systems as workers, employees, freelancers, commercial agents, subcontractors or in any other capacity.

5.3 The customer indemnifies Remynd Systems against all third-party claims, in particular from the customer's contractual partners, that go beyond the liability under these terms.

6. General provisions

6.1 The customer agrees that Remynd Systems may store and process personal data within the meaning of the data protection act, insofar as this is expedient within the scope of performing this contract.

6.2 The transfer of rights and obligations under this contract by the customer requires the written consent of Remynd Systems GmbH. Remynd Systems GmbH is entitled to transfer rights and obligations under this contract to others. In the event of a transfer of its rights or obligations under this contract to third parties, Remynd Systems GmbH assumes liability towards the customer for the proper fulfilment of all contractual obligations.

6.3 These terms are exclusively binding for the business relationship. They also apply to future transactions, even if Remynd Systems GmbH does not refer to them in an individual case. Insofar as the customer's terms and conditions conflict with these terms and conditions, they do not become part of the contract, even if Remynd Systems GmbH does not expressly object to them.

6.4 Amendments and additions to the foregoing terms as well as ancillary agreements and additional arrangements require written confirmation by Remynd Systems GmbH to be effective. Waiver of this formal requirement also requires written form.

6.5 Insofar as legally permissible, the parties agree on Göppingen (Baden-Württemberg) as the place of jurisdiction.

6.6 German law applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods.

6.7 Should any of the foregoing terms be or become invalid, the validity of the remaining terms shall not be affected. The invalid term shall be replaced by another that comes as close as possible to the economic intent of that term. The same applies in the event that these terms contain gaps or require interpretation. Terms for purchase transactions

Terms for hardware and software sales

1. Subject matter of the terms

The subject matter of these terms is the sale of computers, standard software, peripheral devices, computer accessories, printing and copying systems and other movable goods, hereinafter referred to as “devices”, by Remynd Systems GmbH. The development and provision of custom software is not covered by these terms.

2. Retention of title

2.1 Remynd Systems GmbH retains title to the devices until full payment of the purchase price.

2.2 In the event of conduct in breach of contract, in particular default of payment, Remynd Systems GmbH may demand the return of the devices for which retention of title exists within a reasonable period, otherwise dispose of the goods and, after payment, resupply the customer within a reasonable period. The taking back of the goods does not constitute a withdrawal from the contract, unless Remynd Systems GmbH has expressly declared this in writing.

2.3 As long as retention of title exists, the devices may only be used within the Federal Republic of Germany. Without prior written consent of Remynd Systems GmbH, the customer may not dispose of the devices beyond their use.

2.4 Should a third party assert a right to the devices or parts thereof by seizure, attachment or in any other way, the customer is obliged to notify Remynd Systems GmbH immediately in writing and to inform the third party thereof.

3. Prices and payment terms

3.1 All prices are subject to value added tax at the statutory rate applicable at the time the service is rendered.

3.2 The prices published by Remynd Systems GmbH are non-binding and only become valid upon acceptance of the order by Remynd Systems GmbH.

3.3 Remynd Systems GmbH is bound by the prices and conditions stated in offers for 2 weeks. This also applies to prices and conditions contained in order confirmations of Remynd Systems GmbH that deviate from the customer's previous order.

3.4 Prices are ex works or ex warehouse. Packaging, transport and, where applicable, insurance costs are charged separately. Transport and all other packaging within the meaning of the Packaging Ordinance will not be taken back by Remynd Systems GmbH. The customer is obliged to dispose of the packaging at its own expense.

3.5 Invoices are due for payment immediately upon receipt without deduction. Default of payment occurs after 14 days from receipt of the invoice if payment has not been made.

3.6 Delivery dates are only binding if they are expressly confirmed in writing by Remynd Systems GmbH. If more than 6 months lie between conclusion of the contract and the agreed delivery date, the list prices valid at the time of delivery are deemed agreed. Compliance with the delivery obligation on the part of Remynd Systems GmbH further requires the timely and proper fulfilment of the customer's obligations.

3.7 The customer may only offset undisputed or legally established claims against claims of Remynd Systems GmbH.

3.8 If Remynd Systems GmbH is entitled to a claim for damages, Remynd Systems GmbH may claim 20% of the total remuneration as compensation, unless the customer proves that no damage or lower damage has occurred. Remynd Systems GmbH may assert a higher claim for damages.

4. Warranty

4.1 The warranty period for defects is 12 months, and 6 months for used devices, from delivery. If the customer is a consumer, the statutory warranty periods apply.

4.2 If the customer is an entrepreneur, Remynd Systems GmbH shall initially provide warranty for defects in the delivered goods, at the option of Remynd Systems GmbH, by free rectification or replacement delivery. In the event of a replacement delivery, the customer is obliged to return the defective item.

4.3 Information provided by Remynd Systems GmbH regarding the devices serves only to describe their characteristics, unless Remynd Systems GmbH expressly declares in writing the assurance of a specific property or the assumption of a guarantee for the condition of the devices.

5. Liability

5.1 Unless otherwise stipulated below, Remynd Systems GmbH is liable in accordance with the statutory provisions for claims for damages based on intent or gross negligence. Insofar as Remynd Systems GmbH is not charged with an intentional breach of contract, or a grossly negligent breach of contract caused by executive staff, liability for damages is limited to the foreseeable, typically occurring damage. Unless otherwise stipulated below, Remynd Systems GmbH is liable in accordance with the statutory provisions for the culpable breach of a material contractual obligation. In this case, however, liability for damages is limited to the foreseeable, typically occurring damage. Liability for culpable injury to life, body or health remains unaffected; this also applies to the mandatory liability under the Product Liability Act. Insofar as legally permissible, the liability of Remynd Systems GmbH is otherwise excluded.

5.2 Insofar as the liability of Remynd Systems GmbH is excluded or limited, this also applies to the personal liability of all persons acting for Remynd Systems GmbH as workers, employees, freelancers, commercial agents, subcontractors or in any other capacity.

5.3 The customer indemnifies Remynd Systems GmbH against all third-party claims, in particular from the customer's contractual partners, that go beyond the liability under these terms.

6. General provisions

6.1 The customer agrees that Remynd Systems GmbH may store and process personal data within the meaning of the data protection act, insofar as this is expedient within the scope of performing this contract.

6.5 Insofar as legally permissible, the parties agree on Göppingen (Baden-Württemberg) as the place of jurisdiction.

6.6 German law applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods.

7. Special provisions for the provision of software

7.1 Remynd Systems GmbH provides the software to the customer on a data carrier, which must be ordered separately or is provided by the customer. The documentation may, at the option of Remynd Systems GmbH, be delivered in printed or electronically stored form. On request, Remynd Systems GmbH will support the customer in the installation, introduction and training of the software in the customer's business by providing services subject to a separate charge. The customer is responsible for backing up the programs and data of the installed software.

7.2 Remynd Systems GmbH grants the customer the non-transferable, non-exclusive and unlimited right to use the software itself for the previously determined purpose and scope. The right of use applies only to one device or central unit and the specified number of users. Making copies, transcripts or reproductions of the provided software and documentation is permitted exclusively for the customer's own use, in particular for backup and archiving purposes. Passing on the software to third parties is prohibited.

7.3 Remynd Systems GmbH holds proprietary rights to the software. Ownership and all rights to the delivered software and the documentation remain with the author. Proprietary and other rights-holder notices on the data carriers, documentation materials or other material may not be removed. Modifications, extensions or other interventions of any kind in the software are not permitted. Reverse translation of the software into other code forms (decompilation, etc.) is not permitted.

7.4 If the author's license conditions relating to the software grant the customer more extensive rights of use or impose usage restrictions beyond those in these terms, the author's usage provisions shall take precedence. Remynd Systems GmbH will make these available to the customer on request.

7.5 If the customer violates any of the foregoing provisions of clause 7, Remynd Systems GmbH may terminate the right of use granted to the customer in writing with immediate effect, without thereby affecting the remaining provisions of the contract and without the license fee being refunded. Terms for service contracts

Terms for technical support (maintenance)

1. Subject matter of the terms

1.1 The subject matter of these terms is the provision of services in the form of technical support for computers, peripheral devices, printing and copying systems and other movable goods, or the consulting and support of software used by the customer, hereinafter referred to as “service items”, by Remynd Systems GmbH.

1.2 The services of Remynd Systems GmbH relate to the service items listed in the service-device or maintenance certificate and deployed at a specific location during the contract term. Dates and deadlines are non-binding unless Remynd Systems GmbH has expressly promised them as binding.

1.3 For service items that are not new, Remynd Systems GmbH reserves the right to a chargeable inspection before the start of the contract.

2. Contract term

2.1 The contract becomes effective upon mutual signature at the specified start of the contract and is concluded for an indefinite period. It may be terminated by either party in writing by registered letter with a notice period of 3 months to the end of a calendar year, but at the earliest after 24 months.

2.2 The right to terminate without notice for good cause remains unaffected. Good cause exists if the customer is more than 4 weeks in arrears with the payment of its service fees despite a reminder.

2.3 The contract may be terminated in whole or in part for specific service items.

3. Customer cooperation

3.1 The customer complies with the installation and operating instructions and uses only data carriers, operating materials and other accessories that Remynd Systems GmbH has supplied or recommended for use.

3.2 The customer makes the affected service items available to Remynd Systems GmbH for the elimination of faults, grants the employees of Remynd Systems GmbH free access to the service items during the normal business hours of Remynd Systems GmbH and without waiting time – at the option of Remynd Systems GmbH on site or via remote maintenance – and ensures the necessary working conditions. The customer will keep available, free of charge, the data-transmission and communication facilities required by Remynd Systems GmbH to fulfil the contractual services. At the request of Remynd Systems GmbH, the customer will provide, at its own expense, an opportunity for the protected storage of material near the equipment.

3.3 The customer is obliged to notify Remynd Systems GmbH immediately of all damage or defects that have occurred, upon their discovery, stating the information relevant for determining the damage or defect, and to do everything reasonable on its part to keep the damage as low as possible. All faults are to be described, in writing where possible, in a comprehensible form. The customer undertakes to carry out minor maintenance work and diagnostics within the scope of remote maintenance itself, following telephone instructions.

3.4 The customer regularly, and where technically possible before the start of the service, takes all necessary precautions to back up its data. Damage resulting from inadequate protective measures on the part of the customer or from other causes of data loss is not covered by these terms.

3.5 The customer is obliged to inform Remynd Systems GmbH in good time in writing if it intends to make changes/extensions to the service items or to devices/systems working in conjunction with them, or to change their location. Disadvantages (troubleshooting, etc.) resulting from such changes not made by Remynd Systems GmbH are borne by the customer; to that extent, any liability or warranty of Remynd Systems GmbH is excluded. Remynd Systems GmbH is entitled to set a new remuneration appropriate to the changed circumstances or, in the case of significantly impeded provision of services, to withdraw from the contract in whole or in part from the time of the change.

4. Prices and payment terms

4.1 The prices agreed in the service-device/maintenance certificate apply. All prices are subject to value added tax at the statutory rate applicable at the time the service is rendered.

4.2 The prices are payable one year in advance, always at the beginning of each calendar year. In the case of a contract starting during the year, a pro rata calculation is made until the end of the first calendar year. If, at the customer's request, the annual payment method is deviated from, the prices increase by 3% for semi-annual payment, by 4% for quarterly payment and by 5% for monthly payment.

4.3 Remynd Systems GmbH reserves the right to increase the remuneration appropriately with three months' notice if the cost factors influencing prices (personnel, material and working-equipment costs) change. In the event of an increase in remuneration within one year of the last increase by more than 5%, the customer has an extraordinary right of termination, within 2 weeks of receipt of the written announcement, to the first month of the fee increase.

4.4 Invoices are due for payment immediately upon receipt without deduction. Remynd Systems GmbH is authorized to collect the amounts due after invoicing by direct debit from an account to be designated by the customer. Default of payment occurs after 30 days from receipt of the invoice if payment has not been made. In the event of default of payment, Remynd Systems GmbH is entitled to suspend the contractual services; the customer's payment obligation remains unaffected.

4.5 The customer may only offset undisputed or legally established claims against claims of Remynd Systems GmbH.

4.6 If Remynd Systems GmbH is entitled to a claim for damages, Remynd Systems GmbH may claim 20% of the total annual remuneration as compensation, unless the customer proves that no damage or lower damage has occurred. Remynd Systems GmbH may assert a higher claim for damages.

4.7 If, during the term of this contract, further devices or products are acquired to which the services to be provided by Remynd Systems GmbH extend, Remynd Systems GmbH is entitled to supplement the existing service-device/maintenance certificate and to invoice the additional fees incurred accordingly.

4.8 Services not covered by the agreed service fee, in particular services outside the scope of services of the respective terms, are charged at the list prices and conditions of Remynd Systems GmbH applicable at the time the service is rendered.

5. Liability

5.1 Unless otherwise stipulated below, Remynd Systems GmbH is liable in accordance with the statutory provisions for claims for damages based on intent or gross negligence. Insofar as Remynd Systems GmbH is not charged with an intentional breach of contract, or a grossly negligent breach of contract caused by executive staff, liability for damages is limited to the foreseeable, typically occurring damage, but to a maximum of one annual fee. Unless otherwise stipulated below, Remynd Systems GmbH is liable in accordance with the statutory provisions for the culpable breach of a material contractual obligation. In this case, however, liability for damages is limited to the foreseeable, typically occurring damage. Liability for culpable injury to life, body or health remains unaffected; this also applies to the mandatory liability under the Product Liability Act. Insofar as legally permissible, the liability of Remynd Systems GmbH is otherwise excluded.

5.2 If maintenance or repair work is performed culpably defectively, Remynd Systems GmbH is obliged, at the customer's request and within a reasonable period, at its option to rectify the defect free of charge or to replace defective parts. If rectification or replacement is not carried out within a reasonable period, or if replacement or rectification does not succeed, the customer's statutory rights to a reduction of the remuneration (abatement) or rescission of the contract (cancellation) revive.

5.3 Further claims of the customer are excluded, in particular a claim for compensation for damage that did not occur to the service items themselves, in particular in the case of loss or faulty processing of data or consequential damage in the event of failure of the service items. This exclusion of liability does not apply in cases of intent, gross negligence or where Remynd Systems GmbH has assumed a guarantee for the condition of the device.

5.4 Insofar as the liability of Remynd Systems GmbH is excluded or limited, this also applies to the personal liability of all persons acting for Remynd Systems GmbH as workers, employees, freelancers, commercial agents, subcontractors or in any other capacity.

5.5 The customer indemnifies Remynd Systems GmbH against all third-party claims that go beyond the liability under these terms.

6. Special provisions for the provision of software updates

6.1 If agreed in the service contract, Remynd Systems GmbH provides the customer with the update versions of the software released by the manufacturer (author) on a data carrier, which must be ordered separately or is provided by the customer. The documentation may, at the option of Remynd Systems GmbH, be delivered in printed or electronically stored form. On request, Remynd Systems GmbH will support the customer in the installation, introduction, training and necessary adaptation to the customer-specific characteristics of the software updates in the customer's business by providing services subject to a separate charge. The customer is responsible for backing up the programs and data of the installed software updates.

6.2 With regard to the usage, ownership, proprietary and other rights to the software updates, the license conditions for the provision of software apply accordingly. Provisions of the author that go beyond the usage rules of Remynd Systems GmbH always take precedence. Remynd Systems GmbH will make these available to the customer on request.

7. General provisions

7.1 The customer agrees that Remynd Systems GmbH may store and process personal data within the meaning of the data protection act, insofar as this is expedient within the scope of performing this contract.

7.2 The transfer of rights and obligations under this contract by the customer requires the written consent of Remynd Systems GmbH. Remynd Systems GmbH, for its part, is entitled to transfer rights and obligations under this contract to others. In the event of a transfer of its rights or obligations under this contract to third parties, Remynd Systems GmbH assumes liability towards the customer for the proper fulfilment of all contractual obligations.

7.3 These terms are exclusively binding for the business relationship. They also apply to future transactions, even if Remynd Systems GmbH does not refer to them in an individual case. The customer's general terms and conditions do not become part of the contract, even if Remynd Systems GmbH does not expressly object to them.

7.4 Amendments and additions to the foregoing terms as well as ancillary agreements and additional arrangements require written confirmation by Remynd Systems GmbH to be effective. Waiver of this formal requirement also requires written form.

7.5 Insofar as legally permissible, the parties agree on Göppingen (Baden-Württemberg) as the place of jurisdiction.

7.6 German law applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods.

7.7 Should any of the foregoing terms be or become invalid, the validity of the remaining terms shall not be affected. The invalid term shall be replaced by another that comes as close as possible to the economic intent of that term. The same applies in the event that these terms contain gaps or require interpretation.