Terms and Conditions
General Terms and Conditions for Sales and Services of operational services GmbH & Co. KG
I. Applicability of these Terms and Conditions
II. Conclusion of Contract
III. Execution of Order
IV. Changes to the Scope of Services
V. Customer’s Duties in Case of Consulting and Software Development Services
VI. Rights of Use
VII. Terms and Deadlines
VIII. Transfer of Risk
The risk of accidental loss or accidental deterioration of the delivery item shall be passed over to the Customer with its dispatching, notwithstanding the case that we might have agreed to bear the delivery expenses or to take on additional obligations to be performed or we deliver in part. Section VII. 3., sentence 3 hereof shall apply.
- - the customer refuses the acceptance by way of breaching Section IX. 1 above or refuses, in spite of having been requested in a timely manner to do so, to participate in the joint testing procedure for acceptance, or
- - the customer does not declare the acceptance in writing immediately after joint testing although he was requested to do so within a period of five working days, unless the customer specifically names the faults which cause his refusal of acceptance within this deadline; we will point out to the customer the relevance of his behavior at the beginning of the period.
X. Prices and Payments
XI. Warranty Claims
XII. Liability and Right of Rescission
On those grounds, we are liable
- - for intentional or grossly negligent behavior
- - for any culpable breach of essential contractual duties As far as we are liable in cases of slight negligence, our liability shall be limited to compensation for damages up to a reasonable and predictable amount.
XIII. Statute of Limitations
- - for damages resulting from any injury to life, limb or health;
- - for any other damages based on intentional or grossly negligent failure to comply with our contractual duties by ourselves, our legal representatives or vicarious agents;
- - for the customer‘s right to rescind the contract due to our failure to comply with our contractual duties for which we are at fault and which does not consist of a fault of goods delivered or services rendered;
- - for claims resulting from fraudulent concealment of a defect and a guarantee within the meaning of Section 444 or Section 639 of the German Civil Code;
- - for claims to remuneration for expenses pursuant to Section 478 para. 2 of the German Civil Code.
XIV. Retention of Title
XV. ThirdParty Industrial Property Rights
We warrant that the products we have individually created are free from thirdparty property rights which will diminish or prevent the contractual use by the customer and we will indemnify the customer against all claims of third parties because of an infringement of industrial property rights and all related costs. This does not apply if we have only acted as intermediaries for a contract with a thirdparty producer (see Item VI. 1. sentence 5 of these Terms and Conditions); in this case the claims of the customer are subject to the thirdparty producer’s terms and conditions.
XVI. NonDisclosure and Data Protection
XVII. Place of Performance and Covenant not to Assign
XVIII. Place of Jurisdiction and Applicable Law
XIX. Final Provisions
Notice according to Section 33 of the German Federal Data Protection Act (Bundesdatenschutzgesetz – BDSG): A customer’s data will be saved electronically.