General terms and conditions
of Axontic GmbH
(hereinafter referred to as Axontic)
§ 1 Components of the contract
Only the written agreements set forth herein shall apply in the order set forth herein.
– the latest written offer from Axontic
– The special General Terms and Conditions of Axontic, enumerated in § 11
– This contract text as well as the further general terms and conditions of the company
– Remuneration is based on the latest offer from Axontic.
§ 2 Other
Should any provision of this contract or the respective supplementary agreement be or become invalid, the validity of the remainder of this contract and the supplementary agreements shall not be affected thereby. In place of the invalid provision, a provision shall be deemed agreed which comes as close as possible to the economic purpose of the invalid provision.
§ 3 Written form
All agreements that involve an amendment, supplement or concretisation of these contractual terms and conditions, as well as special assurances and agreements, must be set down in writing. If they are declared by representatives or auxiliary persons of Axontic, they shall only be binding if Axontic gives its written consent thereto.
§ 4 Choice of law
The parties agree with regard to all legal relations arising from this contractual relationship that the law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
§ 5 Jurisdiction
If the Client is a merchant within the meaning of the German Commercial Code (Handelsgesetzbuch), a legal entity under public law or a special fund under public law, Bremen is agreed as the place of jurisdiction for all disputes arising in the course of the performance of this contractual relationship.
In the case of the creation or sale of software, the place of performance shall be the registered office of the client. The place of performance for the maintenance of software, the provision of consultancy services or the provision of other services is Bremen.
§ 6 Confidentiality
(1) Axontic undertakes to maintain strictest secrecy about all confidential processes, in particular business or trade secrets of the client, which come to its knowledge in the course of its activities for the client and neither to pass them on nor to exploit them in any other way. This applies to any unauthorised third parties, i.e. also to unauthorised employees of both Axontic and the client, unless the disclosure of information is necessary for the proper performance of the contractual obligations.
(2) Axontic undertakes to agree a provision identical in content to this clause also with all employees deployed by it in connection with the performance of the contract.
§ 7 Reservation of ownership
(1) Axontic retains ownership or the rights of use of the software delivered to the customer until full payment of all claims existing at the time of delivery or arising later from this contractual relationship; in the case of payment by cheque or bill of exchange until they have been honoured. Rights of use shall not pass to the customer until payment has been made in full.
(2) In the event of payment arrears on the part of the customer for which Axontic is responsible and in the event of a significant breach of duties of care or custody, the assertion of the retention of title by Axontic shall not be deemed to be a rescission of the contract unless Axontic expressly notifies the customer thereof.
(3) If Axontic asserts its retention of title, the customer’s right to further use the software shall expire unless Axontic notifies the customer otherwise. All programme copies made by the customer must be deleted in this case.
§ 8 Warranty periods
If the customer is an entrepreneur/merchant, a warranty period of 12 months shall apply to all products manufactured or delivered by Axontic. The same deadlines apply to the development of software.
§ 9 Offsetting
The customer may only offset claims arising from the contractual relationship that are recognised by Axontic or have been legally established.
§ 10 Liability
(1) Unless provided for in other General Terms and Conditions of Axontic, but in particular in the case of the provision of services, the following shall apply:
(2) Axontic excludes liability for slightly negligent breaches of duty insofar as these do not relate to material contractual obligations, damage arising from injury to life, limb or health or affect claims under the Product Liability Act that affect life or limb. The same applies to breaches of duty by Axontic’s vicarious agents.
(3) Axontic shall not be liable for the recovery of data unless Axontic causes their destruction by gross negligence, intentionally and the customer has ensured that these data can be reconstructed with reasonable effort from data material held in machine-readable form.
(4) Liability claims shall become statute-barred one year after they arise or after they could have been known without the existence of at least gross negligence.
§ 11 Further provisions
Depending on the individual case, further GTCs shall also apply, the content of which we will send to you at any time upon request.