General Terms and Conditions of reflact AG
General terms and conditions
1 Area of application
1.1 The following General Terms and Conditions shall apply to all deliveries and services of reflact AG, unless otherwise agreed between reflact AG and the customer. By accepting an offer from reflact AG, the client expressly recognizes these terms and conditions as the basis of the contract.
1.2 These Terms and Conditions shall also form the basis of all future services and deliveries of reflact AG, even if their inclusion is not expressly agreed again.
1.3 Deviating or supplementary terms and conditions (in particular terms and conditions of purchase) of the customer are hereby rejected unless they are expressly recognized in writing by reflact AG. The same applies to public law or other pre-formulated order, award or contract conditions.
1.4 Individual written agreements shall take precedence over these Terms and Conditions.
1.5 The customer shall not be entitled to transfer rights from the contract to third parties without the consent of reflact AG.
1.6 Insofar as reflact AG supplies software from third-party manufacturers under these General Terms and Conditions, their license conditions shall take precedence over these General Terms and Conditions. The client is obliged to comply with the license agreement and copyright provisions of the respective manufacturers and suppliers.
2 Offers and conclusion of contracts
2.1 Information from brochures, advertisements, analyses, documentation and similar documents are only descriptions. Unless expressly agreed, they are not part of the contract and do not contain any assurance of properties. This also applies to price information, information on training periods or information on the release of additions and extensions.
2.2 The offers and cost estimates of reflact AG are subject to change.
2.3 The contract shall only come into effect upon the mutual signing of a contract document or upon the written order confirmation sent to reflact AG stating the offer number.
2.4 The content and performance of the contract shall be governed exclusively by the content of the contract signed by both parties or a written order confirmation and these General Terms and Conditions.
2.5 reflact AG may outsource services in whole or in part to contractual partners selected by it. The provisions contained in these General Terms and Conditions shall also apply to the same extent to services provided by a subcontractor.
2.6 Subsidiary agreements, amendments and supplements shall require written confirmation by reflact AG to be effective. The same applies to the waiver of the written form requirement.
3 Prices and terms of payment
3.1 The services shall be provided at the prices and conditions that are agreed in a contractually binding manner.
3.2 Estimated prices for work and services on a time and material basis are non-binding. The quantities on which an estimate is based are based on an assessment of the scope of services carried out to the best of our knowledge. If reflact AG discovers in the course of the provision of services that the quantity estimates are exceeded, it shall inform the client of this immediately. reflact AG shall not exceed the quantities on which the estimated price is based until the client has given its written consent.
3.3 Unless expressly stated otherwise, all prices are exclusive of VAT and any other statutory charges at the applicable statutory rate.
3.4 In the case of services invoiced on a time basis, the hours worked and travel times incurred shall be invoiced monthly at the contractually agreed prices.
3.5 Other services such as accommodation and travel expenses will be charged additionally, if possible according to the maximum rates applicable for tax purposes, otherwise according to the actual costs incurred.
3.6 Unless otherwise agreed in writing, invoices shall be due for payment upon receipt and without deduction directly to reflact AG or to an account specified by reflact AG within 14 days.
3.7 Any set-off with counterclaims other than undisputed or legally established counterclaims or any assignment of claims against reflact AG shall require reflact AG’s prior written consent.
3.8 In the case of contracts with a volume of more than EUR 5,000, appropriate advance payments shall be made, namely 30% upon conclusion of the contract, 30% upon realization of agreed interim results and 40% after acceptance or completion of the overall project. If the ordered work is accepted in parts, a corresponding partial payment shall be due upon acceptance of the part.
4 Default of payment and deterioration of assets, deferral
4.1 In the event of late payment or deferral of payment, reflact AG shall be entitled to charge default interest in the amount of 5 percentage points above the applicable statutory default interest on the gross invoice amount. We reserve the right to assert further claims for damages caused by delay.
4.2 reflact AG shall be entitled to offset payments against the customer’s older debts first, despite any provisions of the customer to the contrary. If costs and interest have already been incurred, the payments shall be offset against the costs, then against the interest and finally against the principal claim.
4.3 If the customer fails to meet its payment obligations in accordance with the contract or suspends its payments, or if reflact AG becomes aware of other circumstances that call the customer’s creditworthiness into question, reflact AG may suspend further work on current orders until full advance payment has been made or a corresponding security has been provided. If this advance payment or security deposit is not provided within a reasonable period of time, reflact AG shall be entitled to terminate the contract and to invoice the customer for the costs incurred to date, including lost profit.
4.4 The customer shall only be entitled to set-off, retention or reduction, even if notices of defects or counterclaims are asserted, if reflact AG expressly agrees in writing or if counterclaims have been legally established.
5 Delivery and performance times
5.1 Delivery and performance times shall only be binding if they have been confirmed in writing by reflact AG and the customer has provided reflact AG with all information and documents required for the performance of the deliveries and services in due time, has paid any agreed advance payments as agreed and has fulfilled its contractual and cooperation obligations properly and in due time.
5.2 Delivery and performance times shall be extended to a reasonable extent if reflact AG is prevented from fulfilling its obligations by force majeure or other unforeseeable or extraordinary events which are beyond reflact AG’s control and cannot be averted despite reasonable care.
5.3 If delivery or performance becomes permanently impossible or unreasonable due to such a disruption, reflact AG shall be finally released from its obligation to perform.
6 Obligations of the client to cooperate
6.1 The client undertakes to support the activities of reflact AG.
6.2 The customer shall provide reflact AG with the information, data and documents necessary for the performance of the order, in particular regarding existing systems, devices, programs and program parts that are to interact with the delivery or service to be provided.
6.3 If the client does not provide the necessary information, data or documents or decisions associated with the order on time, reflact AG shall be entitled to demand a corresponding increase in the agreed order budget if and to the extent that the employees affected by the interruption could not be deployed elsewhere.
6.4 Each party shall name to the other a competent person who is authorized to make binding decisions in connection with the order.
6.5 To the extent that reflact AG is required to perform the services on site at the customer’s premises, the customer shall grant reflact AG the opportunity to perform the services in terms of space and time. For this purpose, the customer shall provide reflact AG with the work materials provided for in the contract free of charge during normal business hours and within the company’s access regulations. reflact AG shall be notified in good time of any commitments to specific times of use, in particular restrictions on times of use. The client shall provide reflact AG with all necessary and reasonable support during the preparation and performance of the services.
7 Changes to the scope of services
7.1 Each of the contracting parties may request changes to the agreed scope of services from the other in writing. Upon receipt of a change request, the recipient will immediately check whether and under what conditions the changes are feasible and immediately notify the applicant in writing of the approval or rejection and, if necessary, give reasons.
7.2 If a change request by the customer requires a comprehensive review, reflact AG shall be entitled to invoice the necessary expenses.
7.3 The contractual adjustments to the agreed conditions and services required for a change shall be set out in an additional offer and shall be made in accordance with clause 2.
7.4 The execution period shall be extended by the number of calendar days on which the execution of the construction work had to be interrupted as a result of the change request. The Contractor may demand a corresponding increase in the agreed order volume if and to the extent that the employees affected by the interruption could not be deployed elsewhere.
8 Decrease
8.1 The client is obliged to inspect and accept services based on a contract for work and deliveries immediately upon handover. An insignificant deviation from the agreed performance characteristics shall not entitle the client to refuse acceptance. The obligation of reflact AG to rectify errors within the scope of the warranty remains unaffected.
8.2 Acceptance shall commence at the latest within five working days after reflact AG has handed over the delivery to the customer or the service has been rendered in full.
8.3 If the customer refuses acceptance, reflact AG may set him a deadline of two weeks in writing to make this declaration. Acceptance shall be deemed to have taken place if the client does not specify the reasons for refusing acceptance in writing within this period.
8.4 If reflact AG is unable to provide evidence of the agreed performance characteristics by the agreed deadline or, if necessary, within a reasonable grace period for reasons for which it is responsible, the customer may withdraw from the contract in whole or in part after expiry of the grace period. In this case, clause 15.3 shall apply accordingly. Other claims, in particular claims for damages, are excluded, except in cases of intent or gross negligence.
8.5 Commercial use, whether in whole or in part, is equivalent to acceptance.
9 Warranty
9.1 reflact AG shall remedy any defects in goods or services subject to warranty that are objected to in writing by the customer free of charge or deliver a defect-free item. It reserves the right to make at least two attempts at rectification.
9.2 The warranty period for delivery items and work services is 12 months and begins with acceptance.
9.3 If a defect is not remedied within a reasonable period of time, the client may demand a reduction in the price with regard to the defect or, if the value or suitability of the work or delivery item is significantly reduced, rescission of the contract.
9.4 reflact AG shall be released from its warranty obligation if modifications or other interventions have been made to the work or the delivery item without reflact AG’s prior consent.
9.5 reflact AG shall not assume any warranty for damage caused by unsuitable or improper use, incorrect commissioning or handling, incorrect repair or rectification attempts by the customer or third parties.
9.6 reflact AG may demand reimbursement of its expenses to the extent that it has taken action on the basis of a notice of defect if it proves that it is not responsible for the defect.
9.7 Claims for defects shall become time-barred after one year, beginning with the acceptance of the work by the client. This only applies to merchants within the meaning of the German Commercial Code (HGB).
10 Liability and compensation
10.1. Unless otherwise stated below, further claims by the customer – regardless of the legal grounds – are excluded. In particular, reflact AG shall not be liable for damages that have not occurred to the delivery item itself, for loss of profit or other financial losses of the customer.
10.2. This exemption from liability shall not apply if the cause of the damage is based on intent or gross negligence on the part of reflact AG or one of its vicarious agents or legal representatives or if it has negligently breached a material contractual obligation. It shall also not apply if reflact AG has fraudulently concealed a defect or has assumed a guarantee with regard to the quality of the goods and the purpose of this guarantee was precisely to protect the customer against the damages asserted.
10.3. In the event of simple negligence, reflact AG’s obligation to pay compensation shall be limited to the foreseeable damage, in any case to the amount covered by reflact AG’s liability insurance. reflact AG is prepared to grant the customer access to its policy on request.
10.4. Claims shall lapse 12 months after the transfer of risk. This also applies to claims for compensation for consequential damage caused by a defect, provided that no claims for fraudulent concealment of a defect in tort or liability claims due to intent are asserted.
10.5. Any further liability for damages other than that provided for above is excluded, irrespective of the legal nature of the claim asserted. This does not apply to claims due to injury to life, limb or health, claims pursuant to Art. §§ 1, 4 Product Liability Act or for claims in tort or in the event of impossibility for which we are responsible.
11 Shipping and transfer of risk
11.1 The risk shall pass to the customer upon dispatch of the delivery item to the customer. Delivery items or goods shall only be insured by reflact AG at the written request of the customer in its name and for its account.
11.2 Partial deliveries are permissible and may be invoiced separately, unless they cannot be used in an economically reasonable manner.
11.3 If dispatch is delayed or made impossible for reasons for which the client is responsible, the risk shall pass to the client upon notification of readiness for dispatch to the client.
12 Retention of title
12.1 reflact AG shall retain title to the delivered contractual items (goods subject to retention of title) until all claims resulting from the contractual relationship and all other claims against the customer existing at the time of conclusion of the contract have been settled in full.
12.2 If reflact AG is entitled to exercise the retention of title, the customer shall irrevocably grant reflact AG unrestricted access to its business premises or business premises for the purpose of collecting the goods subject to retention of title during business hours.
13 Copyright and rights of use
13.1 reflact AG expressly reserves its copyrights to works and deliveries produced by it. They are and remain the intellectual property of reflact AG. This is mutually recognized regardless of existing or future case law.
13.2 reflact AG shall retain all copyrights, rights of use and other industrial property rights to programs, drawings, process descriptions and other documents provided to the customer for the performance of the contract. The client is not permitted to use, reproduce or transfer the work to third parties beyond the necessary contractual use.
13.3 If the customer acquires software from reflact AG within the scope of the contract, the customer shall receive a simple, perpetual right to use the software exclusively within the scope of the contractually intended use. A transfer of the right of use to third parties is only permitted after written confirmation by reflact AG.
13.4 If reflact AG’s services give rise to a copyright, the customer shall be granted a non-exclusive right of use for an unlimited period of time exclusively within the scope of the contractually intended use.
13.5 reflact AG shall retain any rights of use that go beyond these provisions.
13.6 In addition to the right of use, the delivered works and deliveries may only be copied in machine-readable and printed form if the copy serves to back up data. Any further use is not permitted.
13.7 If it is proven that the customer has made more than the paid copy or has given it to third parties for use, a contractual penalty in the amount of twice the purchase price shall be due for each of these copies, payable to reflact AG. The contractual penalty is independent of any further claims for damages.
13.8 Clients shall also be liable for the actions of their employees.
13.9 If the customer is a reseller, it undertakes to inform its customer of the present Terms and Conditions of Delivery and to have the customer acknowledge their validity in favor of reflact AG in writing. In the event of a sale, the resulting claims shall be assigned to reflact AG in advance.
13.10 The copyright notices contained in the works or programs and the associated documentation must be transferred to every copy, including excerpts.
14 Exemption from third-party property rights
14.1 reflact AG warrants that all software products used by reflact AG within the scope of the order are free of third-party property rights that exclude or restrict their use by the customer. If software elements from third parties are used, reflact AG guarantees that sufficient rights are granted to use the same.
14.2 If infringements of property rights pursuant to the preceding paragraph are asserted after conclusion of the contract and the contractual use of the software product is thereby impaired or prohibited, reflact AG shall be obliged, at its discretion, either to modify or replace the program system in such a way that it no longer falls under the property rights but nevertheless complies with the contractual provisions, or to obtain the right to use the program system in accordance with the contract without restriction and without additional costs for the customer.
15 Termination, withdrawal
15.1 A contract that creates a continuing obligation can be terminated with 30 days’ notice to the end of the quarter.
15.2 After a termination, reflact AG shall cease all work to fulfill the affected scope of services immediately or according to a schedule agreed with the client. The client shall pay the agreed price less the pro rata price for the scope of services saved as a result of the termination. In addition, reflact AG shall be entitled to invoice the client for services incurred in connection with the termination. This includes agreed redemption amounts, additional expenses incurred by reflact AG as a result of the termination and expenses resulting from the associated premature termination of subcontracting agreements.
15.3 If the customer terminates the contract for reasons for which reflact AG is responsible, it shall pay the price only for those parts of the service or delivery received that are usable for it.
15.4 reflact AG shall be entitled to rescind the contract if a sub-supplier does not fulfill its delivery obligations with regard to the delivery item or the service owed by reflact AG to the customer for reasons for which reflact AG is not responsible and another procurement of the delivery item or service is not possible or only possible at considerably less favorable conditions.
16 Confidential information, data protection
16.1 The contracting parties shall treat each other’s material and not generally known matters with the confidentiality customary in business.
16.2 The contracting parties are obliged to treat as confidential all operational and technical information of the other contracting party that becomes known in connection with the preparation and execution of the contract, which is not generally known, as well as all product and business secrets, not to pass them on to third parties and not to use them for non-contractual purposes.
16.3 The contracting parties shall only process or use each other’s personal data for the contractually agreed purpose. In particular, you will secure this data against unauthorized access.
16.4 reflact AG undertakes to obligate all employees and any commissioned third parties to comply with the BDSG in writing and to ensure that they are informed and trained accordingly.
17 Place of jurisdiction, place of performance and applicable law
The place of jurisdiction for all disputes arising from the contract is Oberhausen. The place of fulfillment is Oberhausen. The law of the Federal Republic of Germany shall apply. The application of the UN Sales Convention, in particular the United Nations Convention on Contracts for the International Sale of Goods (CISG), is excluded.
18. changes
Amendments and supplements to all agreements made between reflact AG and the customer and to these General Terms and Conditions must be made in writing to be effective. This also applies to a waiver of this written form requirement.
19. severability clause
Should any of these provisions be invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid provision that comes as close as possible to the economic purpose of the invalid provision, or alternatively by the statutory provision. The above shall apply accordingly in the event of a loophole in the above provisions.
Conditions of reflact AG
Terms of Service
1 Scope
1.1 The following general terms and conditions apply to all deliveries and services of reflact AG, provided that no conflicting agreements have been made between reflact AG and the client. By accepting a quotation from reflact AG, the client expressly acknowledges these conditions as the basis of the contract.
1.2 These conditions also become the basis of all future services and deliveries of reflact AG, even if their inclusion is not expressly agreed again.
1.3 Differing or supplementary terms and conditions (in particular conditions of purchase) of the client are hereby contradicted, unless they are expressly acknowledged in writing by reflact AG. The same applies to public or other pre-formulated order, contract or contracting conditions.
1.4 Written individual agreements take precedence over these terms and conditions.
1.5 The client is not entitled to transfer rights from the contract to third parties without the consent of reflact AG.
1.6 Insofar as reflact AG supplies software from third-party manufacturers under these General Terms and Conditions, their license terms shall prevail over these General Terms and Conditions. The client is obliged to comply with the license agreement and copyright provisions of the respective manufacturers and suppliers.
2 offers and conclusion of contracts
2.1 Information from brochures, advertisements, analyzes, documentation and similar documents are only descriptions. Unless expressly agreed, they are not part of the contract and do not contain any assurance of properties. This also applies to price information, the specification of induction periods or information on the release of additions and extensions.
2.2 The quotations and cost estimates of reflact AG are non-binding.
2.3 The contract only comes with the mutual signing of a contract document or with the written order confirmation stating the offer number to the reflact.
2.4 The content and execution of the contract are based exclusively on the content of the mutually signed contract or a written order confirmation and these terms and conditions.
2.5 reflact AG may award services in whole or in part to contractors selected by it. The provisions contained in these General Terms and Conditions apply equally to the services of a subcontractor.
2.6 Side agreements, changes and additions require the written confirmation of reflact AG in order to be effective. The same applies to the waiver of the written form requirement.
3 prices and payment terms
3.1 The services are provided at the prices and conditions that are contractually agreed.
3.2 Estimated prices for works and services on a time and material basis are not binding. The estimates based on estimates are based on a best judgment of the Scope of Performance. If reflact AG determines in the course of the provision of services that the quantitative limits are exceeded, it will inform the client without delay. Until the submission of the client’s written consent, reflact AG will not exceed the quantitative estimates on which the estimate is based.
3.3 All prices are, unless expressly stated otherwise, plus the statutory VAT and any other statutory fees in the applicable statutory amount.
3.4 For services that are billed on a time basis, the hours worked and travel times are billed monthly at the contractually agreed prices.
3.5 Other services, such as accommodation and travel expenses, will be charged additionally, if possible according to the applicable tax rates, otherwise according to the actual costs incurred.
3.6 Unless otherwise agreed in writing, invoices are due for payment on receipt and without deduction directly to reflact AG or to an account specified by it within 14 days.
3.7 Set-off against counterclaims other than those that are undisputed or legally enforceable or the assignment of claims against reflact AG requires the prior written consent of reflact AG.
3.8 In the case of contracts with a volume of more than € 5,000, reasonable advance payments must be made, namely at the rate of 30% upon conclusion of the contract, 30% upon the realization of agreed interim results and 40% upon acceptance or completion of the overall project. If the ordered work is accepted in parts, a corresponding partial remuneration is due upon acceptance of the part.
4 Late payments and asset deterioration, deferment
4.1 In the event of late payment or deferral, reflact AG is entitled to charge default interest in the amount of 5 percentage points above the applicable statutory default interest in relation to the gross invoice amount. The assertion of a further delay damage remains reserved.
4.2 reflact AG is entitled, despite contrary provisions of the client, to first offset payments against its older debt. If costs and interest have already arisen, the payments are to be credited against the costs, then against the interest and finally the principal claim.
4.3 If the customer does not meet his payment obligations in accordance with the contract or stops his payments, or reflact AG becomes aware of other circumstances that call into question the creditworthiness of the client, reflact AG can continue work until full payment in advance or equivalent Set safety performance. If this advance payment or security is not provided within a reasonable period of time, reflact AG is entitled to terminate the contract and to charge the customer for the costs incurred so far including loss of profit.
4.4 The customer is only entitled to offsetting, retention or reduction, even if complaints or counterclaims are asserted, if reflact AG expressly agrees in writing or if counterclaims have been legally established.
5 Delivery and service times
5.1 Delivery and service time details are only binding if they have been confirmed in writing by reflact AG and the client of reflact AG has provided all information and documents necessary for the execution of the deliveries and services in good time, made agreed down payments as agreed and has fulfilled its contractual and cooperation obligations properly and on time.
5.2 Delivery and performance times shall be extended to an appropriate extent if reflact AG is prevented from fulfilling its obligations due to force majeure or other unforeseeable or extraordinary events which are outside the sphere of influence of reflact AG and despite reasonable care cannot be averted.
5.3 If, due to such a disruption, the delivery or service becomes permanently impossible or unreasonable, reflact AG shall be finally released from its obligation to perform.
6 Obligations of cooperation of the client
6.1 The client undertakes to support the activities of reflact AG.
6.2 The client shall provide reflact AG with the information, data and documents necessary for the fulfillment of the order, in particular on existing equipment, devices, programs and program parts which are to co-operate with the delivery or service to be provided.
6.3 If the client does not provide the necessary information, data or documents or decisions relating to the order in time, reflact AG shall be entitled to demand a corresponding increase in the agreed order budget if and to the extent that the employees affected by the interruption could not otherwise be used.
6.4 Each party shall designate the other person to be a competent person empowered to bring about the binding decisions relating to the assignment.
6.5 Insofar as the services of reflact AG are required by the client on site for the provision of services, the client shall grant reflact AG the time and space to perform the services. For this purpose, he will provide reflact AG with the work materials provided for in the contract free of charge within the normal operating hours and within the company access regime. Bindings to certain periods of use, in particular restrictions of usage times, are communicated to reflact AG in good time. The client will provide reflact AG with all necessary and reasonable support during the preparation and execution of the services.
7 Changes in the scope of service
7.1 Each of the contracting parties may apply to the other in written form for changes to the agreed scope of services. Upon receipt of an amendment, the beneficiary will immediately check whether and on what terms the changes are feasible and promptly notify the applicant in writing and, if necessary, justify his consent or refusal.
7.2 If an amendment of the client requires a comprehensive review, reflact AG is entitled to charge the necessary expenses.
7.3 The contractual adjustments to the agreed conditions and services required for a change shall be specified in an additional offer and shall be concluded in accordance with Section 2.
7.4 The execution period is extended by the number of calendar days on which the execution of the creation service had to be interrupted as a result of the change request. The contractor may demand a corresponding increase in the agreed order volume if and insofar as the employees affected by the interruption could not otherwise be employed.
8 decrease
8.1 The client is obligated to inspect and accept deliveries, which are based on a work contract, and to check deliveries immediately upon handover. An insignificant deviation from the agreed features does not entitle the client to refuse acceptance. The obligation of reflact AG to eliminate defects under the warranty remains unaffected.
8.2 The acceptance begins at the latest within five working days after the reflact AG has handed over the delivery to the customer or the service has been provided in full.
8.3 If the client refuses acceptance, reflact AG may set a deadline of two weeks for submitting this declaration. The acceptance shall be deemed to have taken place if the client does not specify in writing the reasons for the refusal of acceptance within this period.
8.4 If reflact AG does not succeed in proving the agreed performance characteristics on the agreed date or, if necessary, within a reasonable grace period for reasons for which it is responsible, the client may, in whole or in part, withdraw from the contract after expiry of the grace period. In this case, section 15.3 shall apply accordingly. Other claims, in particular for damages, are excluded unless there was intent or gross negligence.
8.5 An economic use, whether in whole or in part, is the same as acceptance.
9 Warranty
9.1 reflact AG will remedy any defects in delivery or service items that are subject to warranty claims in writing, which are objected to in writing by the client, or deliver a defect-free item. She reserves the right to at least two attempts to rectify.
9.2 The warranty period for delivery items and works services is 12 months and begins with the acceptance.
9.3 If a defect is not remedied within a reasonable period of time, the Client can demand the reduction of the price or, if the value or the suitability of the work or the delivery item is considerably reduced, the cancellation of the contract.
9.4 reflact AG is released from its warranty obligation if changes or other interventions have been made to the work or the object of delivery without the prior consent of reflact AG.
9.5 reflact AG does not assume any liability for damage resulting from unsuitable or improper use, faulty commissioning or treatment, faulty repair or repair attempts by the customer or third parties.
9.6 reflact AG may demand the reimbursement of its expenses if it has acted on the basis of a notice of defect if it proves that it is not responsible for the defect.
9.7 The claims for defects lapse after one year, starting with the acceptance of the work by the client. This applies only to merchants within the meaning of the HGB.
10 Liability and damages
10.1. Unless otherwise stated below, further claims of the customer – for whatever legal reasons – are excluded. In particular, reflact AG is not liable for damages that have not occurred on the delivery item itself, for lost profits or other financial losses of the customer.
10.2. This exemption from liability does not apply if the cause of damage is due to intent or gross negligence on the part of reflact AG or one of its vicarious agents or legal representatives or if it has negligently violated a contractual obligation. It also does not apply if reflact AG has fraudulently concealed a defect or has assumed a guarantee with regard to the quality of the goods and this guarantee was intended to protect the customer against the damage asserted.
10.3. Replacement obligation of reflact AG in case of simple negligence is limited to foreseeable damage, at least to the coverage of the liability insurance of reflact AG. Reflact AG is prepared to provide the customer with an insight into their policy on request.
10.4. The claims become statute-barred 12 months after the transfer of risk. This also applies to claims for compensation for consequential damage, insofar as no claims for malicious concealment of a defect in tort or liability for damages are asserted.
10.5. Further liability for damages as provided above is excluded, regardless of the legal nature of the claim asserted. This does not apply to claims for injury to life, body or health, claims acc. §§ 1, 4 Product Liability Act or for claims arising from tort or impossibility for which we are responsible.
11 Shipping and transfer of risk
11.1 With the shipment of the delivery item to the client, the risk passes to him. Delivery items or goods are insured by reflact AG only on written request of the client in his name and on his account.
11.2 Partial deliveries are permitted and may be invoiced separately, unless they are economically useless.
11.3 If the shipment is delayed or rendered impossible for reasons for which the client is responsible, the risk shall pass to the client upon notification of readiness for shipment to the customer.
12 Retention of title
12.1 Until complete settlement of all claims resulting from the contractual relationship and all other claims existing at the time of the conclusion of the contract against the customer, reflact AG reserves ownership of delivered contractual objects (reserved goods).
12.2 If reflact AG is entitled to exercise the retention of title, the client irrevocably grants reflact AG unrestricted access to its business premises or its premises for the purpose of collecting the goods subject to retention of title during business hours.
13 Copyright and Rights of Use
13.1 reflact AG expressly reserves its copyrights to works and supplies produced by it. They are and will remain the intellectual property of reflact AG. This will be mutually recognized regardless of existing or future case law.
13.2 All copyrights, rights of use and other intellectual property rights in programs, drawings, process descriptions and other documents which have been provided to the client for the purpose of carrying out the contract shall remain with reflact AG. Any use beyond the necessary contractual use, duplication and transfer to third parties is not permitted to the client.
13.3 If the client acquires reflact AG software within the scope of the contract, he will receive a simple, unlimited right of use exclusively for this within the scope of the contractual use. A transfer of the right of use to third parties is only permitted after written confirmation by reflact AG.
13.4 If a copyright arises through the services of reflact AG, the customer receives a simple, unlimited right of use exclusively within the scope of the contractually provided use.
13.5 Usage rights going beyond these provisions shall remain with reflact AG.
13.6 In addition to the right of use, the delivered works and supplies may be copied in machine-readable and printed form only if the copy serves to secure data. Further use is not permitted.
13.7 If Customer is proven to have made more than the paid copy or left to third parties for use, each of these copies shall be subject to a contractual penalty of twice the purchase price to be paid to reflact AG. The contractual penalty is independent of any further claims for damages.
13.8 Clients are also liable for the actions of their employees.
13.9 As far as the client is a reseller, he undertakes to bring the subject delivery conditions to his customer’s knowledge and to have their validity in favor of reflact AG acknowledged by him in writing. In the event of a sale, reflact AG will be assigned the resulting claims in advance.
13.10 The copyright notices contained in the works or programs and the associated documentation are to be transferred to every copy, including excerpts.
14 Exemption of industrial property rights of third parties
14.1 reflact AG guarantees that all software products used by reflact AG within the scope of the order are free from third-party property rights that exclude or restrict their use by the client. If software elements are used by third parties, reflact AG guarantees that sufficient rights are granted to use the same.
14.2 If, after conclusion of the contract, infringements of property rights are asserted in accordance with the preceding paragraph and if the contractual use of the software product is impaired or prohibited, reflact AG is obliged to either change or replace the program system so that it no longer exists is covered by the intellectual property rights, but that it complies with the contractual provisions, or that the program system can be used without restrictions and at no additional cost to the client in accordance with the contract.
15 termination, resignation
15.1 A contract that creates a perpetual obligation can be terminated with a notice period of 30 days to the end of the quarter.
15.2 After termination, reflact AG will cease all work to fulfill the scope of service concerned immediately or after a time schedule agreed with the client. The client pays the agreed price minus the proportionate price for the scope of services that was saved by the termination. In addition, reflact AG is entitled to charge for services rendered in connection with the termination to the client. This includes agreed repayment amounts, additional expenses of reflact AG resulting from the termination, as well as expenses resulting from a premature termination of subcontracting agreements.
15.3 If the client terminates for reasons attributable to reflact AG, he pays the price only for those parts of the service or delivery received that are usable for him.
15.4 reflact AG is entitled to withdraw from the contract if, for reasons for which reflact AG is not responsible, a subcontractor does not fulfill its obligations to deliver in relation to the delivery item or the service owed by reflact AG to the customer and any other procurement of the delivery item or service is not possible or only at significantly less favorable conditions.
16 Confidential information, privacy
16.1 The parties to the contract will treat each other’s material and not well-known affairs with the usual confidentiality in the business.
16.2 The contracting parties are obliged not to disclose to third parties all business and technical information of the other contracting party that becomes known to him in connection with the preparation and execution of the contract, as well as all product and business secrets, and not to third parties for non-contractual purposes.
16.3 The contracting parties will process or use personal data of the other only for contractually agreed purpose. You will secure this data especially against unauthorized access.
16.4 reflact AG undertakes to oblige all employees and any authorized third parties in writing to comply with the BDSG in writing and to ensure that they receive appropriate information and training.
17 Jurisdiction, Place of Performance and Applicable Law
Jurisdiction for all disputes arising from the contract is Oberhausen. Place of fulfillment is Oberhausen. The law of the Federal Republic of Germany. The validity of the UN Sales Convention, in particular the United Nations Convention on Contracts for the International Sale of Goods (CISG), is excluded.
18. changes
Changes and additions to all agreements made between reflact AG and the client and these General Terms and Conditions must be made in writing in order to be valid. This also applies to a waiver of this written form requirement.
19 Severability clause
Should any of these provisions be invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by an effective provision that comes as close as possible to the economic meaning of the invalid provision, in the alternative, the statutory provision. The above applies accordingly in the event of a regulatory gap in the preceding provisions.