Terms of delivery
and payment

§1 General

1.1 The following conditions are valid for all our offers, sales, deliveries and services and become part of the contract. They shall not apply if our contractual partner does not act professionally or commercially. They shall also apply to all future business relations, even if they are not expressly agreed again.

1.2 We hereby expressly object to any deviating or supplementary general terms and conditions of the purchaser. They shall also not apply if the purchaser has based his order or other declaration on them.

§2 Offers and orders

2.1 Our quotations shall remain unaffected unless they have been designated as binding in writing. An effective contract shall therefore only come into existence through our order confirmation or the delivery of the goods.

2.2 Dimensions, weights, illustrations, drawings and other documents belonging to our non-binding offers shall remain our property and are only approximate. They can only become a binding part of the contract if we expressly confirm them in writing.

§3 Doubtful solvency

3.1 If, after conclusion of the contract, we become aware of circumstances which cast doubt on the solvency of the purchaser, we may make further deliveries dependent on advance payment of the goods by the purchaser. We can set the buyer a reasonable deadline for the advance payment of the goods and withdraw from the contract if the advance payment is not received by us in due time; the buyer can provide security in the form of a bank guarantee instead of the advance payment. If we have already delivered the goods, the purchase price shall become due immediately without deduction irrespective of agreed payment periods.

3.2 Doubts as to the solvency of the buyer are justified, among other things, if an application has been made to open insolvency proceedings against his assets or if he fails to make payments to us or third parties on time. A Schufa audit is always possible.

§4 Prices

4.1 The software is sent as a download. There are no shipping costs.

4.2 The statutory value added tax is not included in our prices and is shown separately in the invoice in the amount legally valid on the day of invoicing.

4.3 If more than 4 months elapse between the date of conclusion of the contract and the date of delivery, without this being due to a delay in delivery for which we are responsible, and if our valid price list has changed during this time, we may demand the list price valid on the date of delivery instead of the agreed purchase price. We shall send the purchaser a correspondingly amended order confirmation prior to delivery. In this case, the buyer may withdraw from his order with regard to the goods for which the price has been increased. He must declare his withdrawal in writing no later than 14 working days after receipt of the amended order confirmation:

A transmission by fax is sufficient.
A transmission by e-mail is sufficient.

§5 Delivery time

5.1 The delivery of standard modules is one week. Installation and individual adaptations are available after prior appointment according to agreement. All stated delivery dates are non-binding and are only approximate unless they have been expressly designated as binding by us. In the case of non-binding delivery dates, delivery within 14 days of the stated delivery time shall in any case still be deemed to have been made on time.

5.2 If we are culpably unable to comply with an expressly agreed deadline or are in default for other reasons, the purchaser shall grant us a reasonable grace period starting with 30 days. If this grace period expires without result, the purchaser is entitled to withdraw from the contract.

5.3 If performance is temporarily impossible or considerably impeded in whole or in part due to force majeure or other extraordinary circumstances beyond our control, the agreed delivery period shall be extended by the duration of the impediment to performance. The same applies to a statutory period or a period set by the purchaser for the provision of services, in particular for grace periods in the event of default.

5.4 The Buyer shall not be entitled to withdraw from the contract or to claim damages before expiry of the delivery period or performance period extended in accordance with paragraph 3. If the impediment to performance lasts longer than 4 weeks, both the buyer and we shall be entitled to withdraw from the contract if the contract has not yet been performed. If the buyer is contractually or legally entitled (e.g. due to loss of interest) to withdraw from the contract without setting a grace period, this right shall remain unaffected.

5.5 In the event of any delay in delivery, insofar as it is not based on intent or gross negligence, claims for damages of any kind shall be excluded.

§6 Delivery

6.1 The dispatch of the software srtToolbox takes place via download link.

6.2 The delivery area includes Germany, Austria and Switzerland.

§7 Payment

7.1 Our invoices are to be paid within 7 days of the invoice date without deduction. Unless other terms of payment have been agreed in writing.

7.2 The buyer shall be in default even without a reminder from us if he does not pay the purchase price within 14 days of the due date and receipt of the invoice or an equivalent payment statement.

7.3 If the purchaser is in default with a payment, all his payment obligations from the business relationship with us – including those for which bills of exchange have been given – shall become due immediately. In this case, we shall be entitled to demand interest at the legally stipulated rate from the relevant point in time. The seller reserves the right to prove higher damages.

7.4 Bills of exchange shall only be accepted on account of performance after prior agreement and in the case of discountability without granting a discount. Payments by cheque/bill of exchange will also only be accepted on account of performance. The purchase price claim only expires after complete redemption of the bills of exchange. Bills of exchange and discount charges shall be charged separately and shall be payable immediately without deduction.

7.5 The Buyer shall only be entitled to set-off, even if notices of defects or counterclaims are asserted, if the counterclaims have been legally established, acknowledged by the Seller or are undisputed. The buyer is only entitled to exercise a right of retention if his counterclaim is based on the same purchase contract.

7.6 The buyer has the possibility to use the following payment methods: Bank transfer, Paypal, direct debit, invoice.

§8 Warranty/liability

8.1 The purchaser must inspect the goods received for completeness, transport damage, obvious defects, condition and properties. Obvious defects must be reported to us in writing by the buyer within 14 weeks of delivery of the object of the contract.

8.2 We shall not be obliged to provide a warranty if the Buyer has not notified us in writing of an obvious defect in good time. If there is a defect in the goods for which we are responsible and the Buyer has given notice in writing in good time, we shall be obliged – to the exclusion of the Buyer’s rights to withdraw from the contract or to reduce the purchase price – to subsequent performance, unless we are entitled to refuse subsequent performance on the basis of the statutory provisions. The purchaser shall grant us a reasonable period of time for subsequent performance for each individual defect.

8.3 Subsequent performance may, at the discretion of the Buyer, take the form of elimination of the defect or delivery of new goods. We are entitled to refuse the type of supplementary performance chosen by the purchaser if it is only associated with disproportionate costs. During the supplementary performance, the reduction of the purchase price or the withdrawal from the contract by the buyer are excluded. A subsequent improvement shall be deemed to have failed with the second unsuccessful attempt. If the supplementary performance has failed or if the Seller has refused the supplementary performance altogether, the Buyer may, at his discretion, demand a reduction of the purchase price (reduction) or declare his withdrawal from the contract.

8.4 The Buyer may only assert claims for damages on the basis of the following conditions due to the defect if subsequent performance has failed or subsequent performance is refused by us. The purchaser’s right to assert further claims for damages under the following conditions shall remain unaffected.

8.5 For intentional or grossly negligent breaches of duty as well as for damages resulting from injury to life, body or health, we shall be fully liable in accordance with the statutory provisions. Otherwise, we shall only be liable if the breached contractual obligation is recognizably of essential importance for achieving the purpose of the contract and only to a limited extent up to the amount of the typically foreseeable damage.

8.6 The limitation of liability pursuant to paragraph 5 shall apply mutatis mutandis to claims for damages other than contractual claims, in particular claims arising from tort, with the exception of claims under the Product Liability Act. It shall also apply in favour of our employees, workers, co-workers, representatives and vicarious agents.

8.7 Insofar as we have given a quality and/or durability guarantee for the goods or parts thereof, we shall also be liable within the scope of this guarantee. However, we shall only be liable for damage which is based on the absence of the guaranteed quality or durability but which does not occur directly on the goods if the risk of such damage is clearly covered by the quality and durability guarantee.

8.8 We shall also be liable for damages caused by simple negligence, insofar as this negligence concerns the breach of such contractual obligations, the observance of which is of particular importance for achieving the purpose of the contract (cardinal obligations). However, we shall only be liable if the damages are typically associated with the contract and foreseeable. We shall not be liable for simple negligent breaches of collateral obligations that are not essential to the contract. The limitations of liability contained in §7 shall also apply insofar as the liability for the legal representatives, executives and other vicarious agents of the seller is concerned.

8.9 Any further liability is excluded regardless of the legal nature of the asserted claim. Insofar as the Seller’s liability is excluded or limited, this shall also apply to the personal liability of its employees, workers, co-workers, representatives and vicarious agents.

§9 Retention of title

9.1 We reserve title to the goods (reserved goods) until receipt of all payments under the purchase contract. The delivered goods shall only become the property of the buyer once he has fulfilled all his obligations arising from the business relationship including ancillary claims, claims for damages and payment of cheques and bills of exchange. In the case of the cheque/bill of exchange procedure, the retention of title in all its forms listed here does not expire with the payment by cheque, but only with the encashment of the bill of exchange.

9.2 The purchaser must inform us immediately in writing of all access by third parties, in particular enforcement measures and other impairments of his property. The Buyer shall reimburse us for all damages and costs arising from a breach of this obligation and from necessary measures to protect against access by third parties.

9.3 If the purchaser does not meet his payment obligation despite a reminder from us, we may demand the return of the reserved goods still in his ownership without prior notice. The buyer shall bear the transport costs incurred. The seizure of the reserved goods by us always constitutes a withdrawal from the contract. After retention of the reserved goods, we are entitled to sell them. The proceeds from the sale will be offset against our outstanding claims.

§10 Place of performance

The place of performance for payments is Hanover, for our deliveries of goods the place of dispatch.

§11 Severability clause

Changes or additions to the contract or these General Terms and Conditions require the written form to be effective. Should any provision of these General Terms and Conditions of Delivery and Payment be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions of the General Terms and Conditions of Delivery and Payment.

§12 Place of jurisdiction and applicable law

12.1 The contractual relationship between the buyer and us shall be governed exclusively by the laws of the Federal Republic of Germany, even if the buyer has his place of residence or business abroad. The application of the Uniform Law on the International Sale of Goods and the Law on the Conclusion of International Sales Contracts for Goods is excluded.

12.2 The buyer is not entitled to assign claims from the purchase contract without the consent of the seller.

12.3 If the buyer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for both parties – also for actions on bills of exchange and cheques – shall be the registered office of the seller. However, we are also entitled to sue the buyer at his general place of jurisdiction.