General terms and conditions
1.1 The following terms and conditions of business apply for all our deliveries, services and offers of PCS AG.
1.2 No other general terms and conditions than these are part of the contract - even without our expressed objection. This shall also apply in case of deliverance.
1.3 Changes of these terms and conditions and/or alterations and additions to concluded contracts and any of the applicable general terms and conditions of PCS AG are only valid if accepted in writing.
2. Offer and contract conclusion
2.1 All offers submitted by PCS AG are subject to subsequent alteration and are not binding - particularly in respect of the price, quantity, lead time, availability and additional services.
2.2 The scope of performance that is to be provided by PCS AG is defined fully by the written contracts.
2.3 PCS AG reserves the right to make reasonable changes even after the order has been confirmed because of legal or technical standards.
3. Installation, training and consulting
3.1 The customer is responsible for the proper installation of delivered software. The installation by PCS AG as well as training and instruction of the customer or his operators in the operation of the supplied software are not part of the scope of supply. These services are only on the basis of a corresponding agreement and will be charged separately.
3.2 If PCS AG provides training, consulting or installation services, the customer must ensure that the necessary customer-side requirements have been met, in particular the required premises and infrastructure, documents and personnel are provided. If the customer does not duly fulfill his obligations to cooperate according to sentence 1, the contractually agreed execution deadlines of PCS AG shall be extended accordingly. PCS AG may charge the additional expenses caused by the delay, in particular for the extended provision of its own personnel or its own material. Claims of PCS AG from § 843 BGB remain unaffected.
3.3 Information requires written confirmation.
4. Obligation to inspect and notify, scope of services
4.1 If the customer is a merchant, he is obligated to immediately test delivered software or software parts and other goods for defects and to notify PCS AG of any identifiable errors in writing without delay.
4.2 PCS AG is entitled to have its services rendered by suitable third parties.
4.3 PCS AG is entitled to partial deliveries and partial services to a reasonable extent.
4.4 Products supplied for test purposes (hardware, software, data carriers, documents, etc.) remain the property of PCS AG. PCS AG reserves the right to equip software in such a way that the programs are no longer fully operational at the end of the agreed test period. The customer can not derive any claims from this.
5. Delivery time
5.1 Delivery times specified by PCS AG are only approximate and not binding. In the event that the agreed delivery date of PCS AG is exceeded by more than 4 weeks, the customer is entitled to set a reasonable grace period for delivery to PCS AG and to withdraw from the contract in the event of fruitless expiry of the grace period.
5.2 Order changes lead to the cancellation of agreed deadlines and deadlines, unless otherwise agreed.
5.3 Delivery and service periods shall be extended appropriately in the event of force majeure and any other impediments for which PCS AG is not responsible, which are of considerable influence on the delivery or service, in particular in case of strike and lockout at PCS AG, its suppliers or their subcontractors.
6.1 The prices are net excluding packaging and freight charges. Decisive are the prices of the current price list plus the respective statutory sales tax. Deliveries and services for which fixed prices are not expressly agreed will be charged at the list prices valid on the day of provision.
6.2 Services are, as far as no fixed price has been agreed, calculated on the basis of the applicable price list at the time of order acceptance.
6.3 PCS AG reserves the right to increase the price reasonably if cost increases occur after the conclusion of the contract, in particular as a result of price increases by the suppliers or exchange rate fluctuations. PCS AG will prove this to the customer on request.
7.1 Unless otherwise agreed, our invoices are payable net after 14 days. In the event of default of payment by the customer, PCS AG shall be entitled to demand an interest rate of 8% above the current base interest rate of the European Central Bank, unless the customer proves a lesser damage or PCS AG proves a higher damage.
7 2 The customer may only offset undisputed or legally enforceable receivables or offset them against claims of PCS AG. Insofar as the customer is a merchant, he may assert rights of retention (§ 273 BGB) only for counterclaims of the customer recognized or legally established by PCS AG. For current business relationships, each individual order is considered a separate contractual relationship.
7.3 If the customer PCS AG pays several payments at the same time, if the customer has not made a repayment specification, the due debt will be redeemed first, under several debts owed, the respective older debt.
8. Acceptance delay of the customer
If a customer falls into arrears with the acceptance of ordered goods, PCS AG shall be entitled to withdraw from the contract or demand compensation for non-fulfillment after setting a reasonable grace period of a maximum of 14 days. If PCS AG demands damages, this amounts to 30% of the order value, if the customer does not prove a lower damage or PCS AG proves a higher damage.
9. Transfer of risk; Acceptance of services, warranty; Repair of services
9.1 Unless otherwise agreed, all deliveries are at the expense and risk of the customer.
9.2 Products installed by PCS AG according to the order shall be shared with the customer
Test employees of PCS AG immediately. If the products function essentially in accordance with the contract, the customer will immediately declare the acceptance in writing. If the customer refuses acceptance, he must notify PCS AG without delay, but at the latest within 10 working days after installation, of concrete errors with a detailed description in an error log. If neither a declaration of acceptance nor an error message is received by PCS AG within the specified period, the work is deemed to have been accepted. For insignificant defects, the customer may not refuse the acceptance.
9.3 PCS AG warrants that the contractual products are free from material defects and that they are suitable for the use stipulated in the contract or are suitable for normal use. The customer is aware that it is not possible according to the state of the art to rule out errors in the software under all conditions of use. Therefore no compatibility promises are made.
9.4 Claims for material defects do not exist if there is only insignificant deviation from the agreed quality or if the product is not modified by the customer or third parties, improperly installed, maintained, repaired, used or exposed to environmental conditions that do not meet the manufacturer's installation requirements unless the customer demonstrates that these circumstances are not the cause of the alleged defect. Liability for defects shall also be void if the serial number, type designation or similar markings are removed or rendered illegible. Liability for material defects exists only if the cause of the material defect already existed at the time of transfer of risk.
9.4.1 PCS AG warrants that the software complies with the specifications contained in the user documentation and is delivered on tested and error-free data carriers. The customer must notify defects immediately after discovery in writing with detailed explanation of the errors that have occurred.
9.4.2 PCS AG reserves the right to eliminate defects at its discretion by repair, replacement with faultless goods or by changing the service. If PCS AG remedies the defect by changing the service, PCS AG will not change the originally agreed scope of service to aspects that are material to the customer. The customer will assist PCS AG with the removal to the required extent. Replaced parts become the property of PCS AG.
9.4.3 The customer can only demand a reduction of the remuneration or cancellation of the contract in case of definitive failure of the remedy of the defect.
9.4.4 With only insignificant reduction of the value or the suitability of the achievement the resignation is excluded.
9.5 Claims for defects become statute-barred within 24 months and the limitation period starts with delivery or installation at the customer's site. Claims for material defects can only be transferred with the consent of PCS AG.
9.6 The customer is not entitled to remedy defects himself or by third parties and to demand compensation for the necessary expenses.
9.7 In the event of culpable violation of advisory, training or other service obligations, PCS AG is initially entitled to a free remedy.
9.8 If the review of a defect notification reveals that there is no material defect, the costs of the inspection and repair will be charged at the respective applicable billing rates of PCS AG.
10. Retention of title
10.1 PCS AG retains ownership of the delivered goods until full payment of the purchase price. If the customer is a merchant, the above reservations apply until the complete payment of all claims arising or arising from the business relationship. This also applies if individual or all claims of PCS AG have been included in a current invoice and the balance has been drawn and accepted.
10.2 The customer shall keep the reserved goods with due commercial care for PCS AG and adequately insure at its own expense against fire, water, theft and other risks of damage. The customer assigns its corresponding claims under the insurance contracts to PCS AG with the conclusion of this agreement. PCS AG accepts the assignment.
10.3 The exercise of the rights arising from the retention of title or a request for surrender shall not be deemed a withdrawal from the contract.
10.4 The retention of title shall be released at the request of the customer if the value of the security exceeds the claims to be secured by more than 10%.
11. Scope of the granting of rights
PCS AG retains the copyrights and industrial property rights as well as the exploitation rights to the supplied PCS software. The protective rights notices attached to the program carrier or the packaging - including third parties - must be observed. Unless otherwise expressly agreed, the customer acquires a simple right to use the software. Incidentally, the right of use of the customer depends on the license conditions for the respective products.
12.1 PCS AG is fully liable only for intent and gross negligence as well as for the absence of warranted characteristics.
12.2 PCS AG shall be liable for other culpable violations of material contractual obligations, regardless of the legal grounds, only for contractually typical, d. H. foreseeable damage.
12.3 PCS AG is not liable for slightly negligent breach of other contractual obligations.
12.4 PCS AG shall not be liable for damages if the customer could have prevented their occurrence by means of reasonable measures, in particular program and data backup.
12.5 The liability is - except in the case of intent - in any case limited to the amount of the coverage of the business liability insurance concluded by PCS AG.
12.6 The provisions of this Section 12 also apply to the employees and other vicarious agents of PCS AG.
12.7 The provisions of the Product Liability Act remain unaffected.
12.8 Liability for loss of production and use as well as loss of profit is excluded in any case.
13. Authorization to use customer data
The customer hereby authorizes PCS AG to process, store and evaluate the data received in connection with the business relationship in terms of the Federal Data Protection Act (§ 28 DDSG).
14. Final provisions
14.1 These conditions remain in case of doubt also in case of legal ineffectiveness of single or several regulations in their remaining parts. Should provisions be or become wholly or partly invalid, then a provision shall be substituted for them that comes as close as possible to the economic purpose of the invalid provision.
14.2 Exclusively the law of the Federal Republic of Germany excluding the UN Purchase Law (UN Convention on Contracts for the International Sale of Goods of 11.04.1980) applies.
14.3 The place of fulfillment for all deliveries and services of PCS AG is Solingen.
14.4 If the customer is a merchant within the meaning of the legal provisions or has his domicile abroad, Solingen shall be the exclusive place of jurisdiction. PCS AG is, however, entitled to sue the customer at any other legal place of jurisdiction.