All deliveries and services are made on the basis of these General Terms and Conditions.
Terms and Conditions for Supplies and Services of INFINITT Europe GmbH include sale, supply and provision of hardware products, including accessories, licensing and supply of software products and related services such as consulting, project management, training, maintenance and system maintenance. Furthermore, the grant of use of the software in connection with operator services and performance guarantee.
The scope of the services to be provided results from the terms of the accepted offer, or the order confirmation and the technical specifications as well as the individual written agreement between the client and the contractor, which in principle must be recorded in writing.
As an essential contractual obligation, the customer has to secure data and programs at application-suitable intervals, at least once a day, in machine-readable form and thus to guarantee that these can be restored with a reasonable effort.
INFINITT is only liable for the loss of data to the extent that is unavoidable after the customer complies with his data protection obligation or has complied with it.
Prices and license fees arise in the case of timely acceptance of a written offer from this, otherwise in the absence of deviating written agreement from the valid at the time of order acceptance by INFINITT price and product list.
Created offers are non-binding. Agreements and orders become binding only upon written confirmation.
The prices are to be understood by the customer's place of purchase, plus value added tax and any other statutory charges in the applicable statutory amount. Installation costs are included only if explicitly agreed in writing.
Are at the time of execution of this offer individual items of the offer e.g. no longer available due to product adjustment, cost-neutral minor deviations in the sense of technical progress shall be deemed approved by the customer.
The ongoing fees for software licenses may change with a notice period of ninety (90) days. In the case of an increase in the remuneration, the client is entitled to an extraordinary termination right, which must be exercised until the increase takes effect.
Appointments for services are agreed as part of project management and are based on the schedule defined there.
The pricing for services (installation, integration, training and project management) and for maintenance and care is based on a 5-day week and an 8-hour working day.
Working hours outside normal business hours from 8:00 to 17:00 are subject to the following overtime pay: 25% on weekdays, 50% on Saturdays and 75% on Sundays and bank holidays. After the permissible total daily working time of 10 hours, the work can be interrupted at the option of our employee and continued on the next working day.
Costs for project work include preparation by the INFINITT project manager. The project work takes place both, at the client site and at INFINITT site. The billing is carried out according to the level of performance.
If the planned outlay is foreseeably exceeded, the client will receive an offer early on for the extension of the service quota.
Payments are to be made within fourteen days of billing as follows, without deduction:
- 100% for a total price (excluding VAT) below 15,000 €.
- With a total price from 15,000 €
- 30% upon placing an order
- 40% upon delivery
- 30% upon operational readiness statement
Timely acceptance of deliveries and services are essential contractual obligations of the customer. Reservations against a delivery must be confirmed in writing immediately. Partial deliveries are permitted, provided they are not unreasonable for the customer.
Minor defects or simple errors are subject to the repair by INFINITT. In the event of a complaint, the contractor will be given adequate time to subsequent improvement of the defect. In case of a failure of the subsequent improvement, the client has the right to withhold services or to withdraw from the contract.
A delay in the delivery date requested by the client can only be made with explicit consent of INFINITT. If the client´s notification regarding an appointment change takes place within 12 hours before the agreed date, INFINITT reserves the right to charge a compensation of 50% of the service to be provided. The client can only offset with undisputed or legally established claims.
Partial deliveries are permissible if this is not unreasonable for the client and may be invoiced separately.
The warranty on INFINITT software is 12 months, the warranty for third-party software products and hardware is in accordance with the conditions of the respective manufacturer.
Technical data, specifications or quality descriptions issued by INFINITT, in particular for hardware and third party software, are not warranties, unless explicitly approved in writing by INFINITT.
Warranty tasks will be performed at the choice of INFINITT either at the client or at the INFINITT service center.
For third-party software and hardware INFINITT provides manufacturer's warranty, unless this is explicitly mentioned in the offer or order confirmation.
The standard warranty on hardware includes warranty on spare parts, not on wearing parts.
Not included in the warranty and maintenance contracts are: The elimination of errors and malfunctions resulting from improper handling and / or operation, interference by third parties, force majeure, inadmissible environmental conditions at the installation site (temperature, humidity, etc.), unreliable power supply, overvoltage (e.g. in case of lightning) as well as accessories and consumables that do not comply with the INFINITT specifications.
Customer may use INFINITT software products including documentation only on the basis of a software license granted by INFINITT. A software license granted by INFINITT is personally, not exclusively, transferable only with the explicit prior consent of INFINITT and does not entitle to grant sublicenses.
The Software may only be copied, reproduced or transmitted over a network to another system to the extent required for operation on the licensed system and for archival and backup purposes. If operation of the software on the licensed equipment is impossible due to a defect in the equipment, Customer may, in that exceptional case, temporarily operate the Software on another CPU or system configuration. The client will treat confidentially all information about the software, the methods and procedures used.
Customer shall not use any method of restoring source code or any part of it from the binary software, or gaining knowledge of the design or creation of the Software or hardware or firmware implementations of the Software.
Software licenses are granted indefinitely and may be terminated by INFINITT only for cause. An important reason exists in particular if the customer does not fulfill his contractual obligations properly or does not pay due payments within ten days of the reminder receipt.
Agreements between INFINITT and the client shall be only effective upon mutual signature, unless other arrangements have been made.
The conclusion of a software maintenance contract is obligatory and includes both update and upgrade. INFINITT provides care services for its supplied standard software in accordance with the agreements in the contract and by personnel qualified to provide the agreed care services.
Unless otherwise agreed in the contract, Software Maintenance includes the following items:
- Update: Bundling of several fixes in the standard software in a single delivery.
- Upgrade: Bundling of several fixes and minor functional improvements and / or adjustments (e.g. to changed operating conditions) of the standard software
- Remote diagnostics via remote desktop
The annual costs for software maintenance are 15% of the license list price and are payable annually in advance.
At the request of the client, the area "New Versions / Major Releases" can be added to the software maintenance contract. The costs for this will be announced in the form of an offer. These include release / version / additional and / or changed features and other adjustments / corrections (e.g., to changed operating conditions) of the standard software.
The agreement for maintenance or software maintenance can be terminated with a notice period of 6 months to the end of a contract year, but for the first time at the end of an agreed minimum term. Unless otherwise agreed, a minimum term begins with the obligation to pay and lasts 36 months.
Claims for damages - for whatever legal reason - against INFINITT, which imply slight negligence, only exist if a material contractual obligation / cardinal obligation has been violated. The same applies to claims for futile expenses.
Claims for damages for breach of obligations in the delivery phase are limited, per damage event to the order value, but max. to € 10,000, In the case of injuries in the maintenance and care phase, claims for damages per claim are limited to the lump sums to be paid in the year in which the individual claim arose. Liability for lost profits is excluded. However, the client may demand further liability against payment of a risk premium.
The limitation period for claims for defects is 12 months. The extension of the right to use software does not lead to a new limitation period.
The client acknowledges that the software including user documentation and other documents is protected by copyright and that it is the trade secret of the respective manufacturer. He makes sure that it will not be accessible to third parties without the consent of INFINITT. The client may reproduce the user documentation only for his own use.
The client and INFINITT each designate a project manager who makes decisions or immediately after. The client's project manager is available to INFINITT for relevant information. INFINITT is obliged to involve client´s project manager, as far as the execution of the order requires.
The client must ensure that competent operating personnel are available for introductory support, latest at the time of installation.
INFINITT will prove readiness for operation after completion of the installation and declare it in writing. This declaration is deemed to have been confirmed by the client if he does not object within two weeks with a detailed justification.
The client shall report any faults, errors or damages immediately and completely. In that regard, the notification and notice period under § 377 HGB applies. The corresponding notification can be made in advance by telephone and must be reported to INFINITT Support immediately in writing, by e-mail or by fax.
The operational readiness of the installed delivery item is verified by a successful functional test with the test procedures and programs developed by INFINITT and acknowledged by the client by countersigning the acceptance certificate.
If the customer does not sign the acceptance certificate despite having performed the functional test, the operational readiness shall nevertheless be deemed accepted with the date of the functional test, even when the customer hasn´t declared acceptance, even though INFINITT has set a period of grace of at least two weeks with reference to the consequences.
For all claims arising from this contract, the law of the Federal Republic of Germany applies exclusively.
If a contractual provision is, or becomes wholly or partially ineffective, the remainder of the contract remains valid.
The place of jurisdiction is, as far as permissible for merchants or legal persons under public law, the place of business of INFINITT Europe GmbH.