§ 1 Area of application and form
(1) The Pareva GmbH, Kammerforststr. 5a, 76646 Bruchsal, Germany (" Pareva " in the following) offers a system solution for the transfer and stockpiling of items. The General Terms and Conditions (hereinafter " Terms and Conditions") set out below form the contractual basis for the cooperation as well as the purchase, rental and licensing of software, systems and/or system parts.
(2) These terms and conditions shall only apply if the customer is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law.
(3) Unless otherwise agreed, the terms and conditions apply in the version valid at the time of the customer's order and available at www.Pareva.de/agb or in the version last notified to him in text form shall also apply to similar future contracts without our being obliged to refer to them again in each individual case.
(4) Our terms and conditions shall apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the customer shall only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement of consent shall apply in any case, for example even if we do not expressly object to the customer's terms and conditions or carry out the delivery to the customer without reservation in the knowledge of the customer's terms and conditions.
(5) Individual agreements made with the customer in individual cases (including ancillary agreements, supplements and modifications) shall in all cases take priority over these terms and conditions. Subject to proof to the contrary, a written contract or our written confirmation shall be relevant for the content of such agreements.
§ 2 Contract conclusion
(1) Our offers are subject to change and non-binding. This shall also apply if we have provided the customer with catalogues, technical documentation (e.g. drawings, plans, calculations, calculations, references to DIN standards), other product descriptions or documents - also in electronic form - to which we reserve property rights and copyrights.
(2) The order by the customer shall be deemed a binding offer of contract. Unless otherwise stated in the order, we shall be entitled to accept this offer of contract within four (4) weeks of receipt by us. Acceptance may be declared either in writing (e.g. by order confirmation) or by delivery of the goods to the customer. We are entitled to demand written confirmation of verbal contractual declarations.
§ 3 Delivery time and delay in delivery
(1) The delivery period shall be agreed individually or stated by us upon acceptance of the order.
(2) If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (non-availability of the service), we shall inform the customer of this without delay and at the same time notify the customer of the expected new delivery deadline. If the service is also not available within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part; we shall immediately refund any consideration already paid by the customer. A case of non-availability of the service in this sense shall be deemed to be in particular the non-timely self-delivery by our supplier if we have concluded a congruent hedging transaction, neither we nor our supplier are at fault, or we are not obliged to procure in the individual case.
(3) The start of our delay in delivery shall be determined in accordance with the legal provisions. In any case, however, a reminder by the customer is required.
(4) The rights of the customer under § 10 of these terms and conditions and our legal rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), shall remain unaffected.
§ 4 Delivery of equipment or parts of equipment
(1) The delivery and commissioning of the equipment or parts of the equipment shall be carried out by Pareva or an authorised partner. Unless otherwise agreed, we are entitled to determine the type of shipment (transport company, shipping route, packaging) ourselves. The costs of the delivery shall be borne by the customer.
(2) The customer shall ensure access to the premises planned for the commissioning of the equipment or parts of the equipment at the agreed delivery time. The customer shall also ensure that the relevant facilities and the transport routes to the facilities are suitable for the delivery dimensions and the weight of the equipment or parts of the equipment. Unusual transport routes (e.g. narrow access, no sufficiently large lift) must be notified and agreed separately in advance. Additional expenses due to lack of access or insufficient transport routes or premises shall be covered by the customer.
(3) We reserve the right to make design, software or form changes that are due to improvements in technology or to requirements of the legislator during the delivery period, provided that the delivery item is not significantly changed, and the changes are reasonable for the customer.
§ 5 Provision and rights to the software
(1) The provision and installation of the software shall be carried out by Pareva or an authorised partner within the framework of the licence agreement to be agreed.
(2) The software is provided by Pareva GmbH on its own servers. It shall be considered as delivered upon provision of the link and the required access data. A customer-specific provision requires a separate agreement and may be associated with additional costs for the customer.
(3) The functional scope of the delivered software corresponds to the standard data sheet of the Pareva applications. An adaptation of the software to specific requirements of the customer requires a separate contractual agreement. The costs for corresponding adaptations shall be borne by the customer.
(4) The software (programme and user manual) is legally protected. The copyright, patent rights, trademark rights and all other ancillary copyrights to the software as well as to other objects which we provide or make accessible to the customer within the framework of the contract initiation and/or contract performance are exclusively due to us in the relationship between the contractual partners. Insofar as third parties are entitled to the rights, we shall have corresponding exploitation rights.
(5) The customer receives the non-exclusive, non-transferable and non-sublicensable right to use the software to the extent granted in the contract, limited to the contractually agreed term. The contractual use includes loading, displaying and executing the licensed software.
(6) The licence agreement is between the customer and Pareva GmbH. The term of the licence agreement shall remain unaffected in the event of sale of the equipment. In order to commission the equipment at the buyer's premises, the buyer must conclude a separate licence agreement and an ODP with Pareva. The purchaser shall bear the costs of any renewed provision and installation of the software that may be required.
(7) Furthermore, the customer is only entitled to reproduce, edit or decompile the software if this is legally permissible and only if the information required for this has not been made available by us at the customer's request.
(8) If the customer violates any of the above provisions, all rights of use granted under this contract shall immediately become invalid and shall automatically revert to us. In this case, the customer shall immediately and completely cease using the software, delete all copies of the software installed on its systems (if any) and also delete or hand over to us any backup copy that may have been made.
§ 6 Risk Transfer, Product Acceptance, Delay in Acceptance
(1) Die Gefahr des zufälligen Untergangs und der zufälligen Verschlechterung der Systemlösung geht spätestens mit der Übergabe auf den Kunden über. Soweit eine Abnahme vereinbart oder aufgrund der Natur der Leistung als Werkleistung erforderlich ist, ist diese für den Gefahrenübergang maßgebend. Auch im Übrigen gelten für eine Abnahme die gesetzlichen Vorschriften des Werkvertragsrechts entsprechend. Der Übergabe bzw. Abnahme steht es gleich, wenn der Kunde im Verzug der Annahme ist.
(2) If the customer is in delay of acceptance, fails to cooperate or if our delivery is delayed for other reasons for which the customer is responsible, we have the right to demand compensation for the resulting damage including additional expenses (e.g. storage costs). Our statutory claims (compensation for additional expenses, reasonable compensation, termination, withdrawal) remain unaffected.
§ 7 Prices and terms of payment
(1) Unless otherwise agreed in individual cases, our prices current at the time of the conclusion of the contract shall apply, plus statutory value added tax.
(2) Any customs duties, fees, taxes and other public charges shall be borne by the customer.
(3) The onetime costs for the equipment including commissioning, installation and set-up of the software are due and to be paid within 14 days of invoicing and delivery or acceptance of the goods. However, we are entitled at any time, also within the framework of an ongoing business relationship, to make a delivery in whole or in part only against advance payment. We shall declare a corresponding reservation at the latest with the order confirmation.
(4) The monthly remuneration for the licence of the software shall be due for the respective month in advance on the third working day of each month. In the first month of the licence period, the remuneration shall be due upon complete provision of the software. If the software is not provided on the first day of a calendar month, the remuneration to be paid for the first month shall be calculated on a pro rata basis according to the remaining days of the month, beginning with the day following the provision of the software.
(5) If the customer wishes to withdraw from an order placed, he shall initially remain obliged to pay the contractually agreed one-off remuneration in accordance with para. 3. In this case, Pareva reserves the right to reach an agreement on rescission. For equipment or parts of equipment ordered or manufactured specifically for the customer, the reversal is regularly limited by the costs and expenses already incurred, irrespective of the possibility of claiming higher actual damages. In addition, we shall charge a lump sum for expenses in the amount of 10% of these costs.
(6) Upon expiry of the aforementioned payment deadlines, the customer shall automatically be in delay without the need for a written reminder. During the period of the delay, interest shall be charged on the debt at the statutory delay interest rate applicable from time to time. We reserve the right to assert further damage caused by the delay.
(7) The customer shall only be entitled to rights of set-off or retention insofar as its claim has been legally established or is undisputed. In the event of defects in the delivery, the customer's counter rights shall remain unaffected, in particular in accordance with § 9 Paragraph (6) Sentence 2 of these terms and conditions.
§ 8 Retention of ownership
(1) Until full payment of all our claims relating to the purchase and/or delivery of the equipment and equipment parts, we retain title to the sold equipment and equipment parts.
(2) The equipment and parts of equipment subject to retention of title may neither be pledged to third parties nor assigned as security before full payment of the secured claims. The customer must inform us immediately in writing if an application for the opening of insolvency proceedings has been filed or if third parties (e.g. seizures) have access to the equipment and parts of equipment owned by us.
(3) In the event of conduct by the customer in breach of contract, in particular in the event of non-payment of the due payment, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the equipment and parts of the equipment on the basis of the retention of title. The demand for return does not at the same time include the declaration of withdrawal; we are rather entitled to demand only the return of the equipment and parts of the equipment and to reserve the right to withdraw from the contract. If the customer does not pay the due remuneration, we may only assert these rights if we have previously set the customer a reasonable deadline for payment without success or if setting such a deadline is dispensable according to the statutory provisions.
(4) Until revoked in accordance with (4c), the customer is authorised to resell and/or process the equipment and parts of equipment subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition. (a) The retention of title shall extend to the full value of the products resulting from the processing, mixing or combining of our equipment and equipment parts, whereby we shall be deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their right of ownership remains, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. Otherwise, the same shall apply to the resulting product as to the goods delivered under retention of title. (b) The customer hereby assigns to us all claims against third parties arising from the resale of the equipment, parts of the equipment or the product shall be assigned to us by the customer here and now as security in total or in the amount of our possible co-ownership share in accordance with the preceding paragraph. We accept the assignment. The obligations of the customer stated in paragraph (2) shall also apply in respect of the assigned claims. (c) The customer remains authorised to collect the claim in addition to us. We undertake not to collect the claim as long as the customer meets his payment obligations towards us, there is no deficiency in his ability to pay and we do not assert the retention of title by exercising a right in accordance with paragraph (3). If this is the case, however, we may demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and notifies the debtors (third parties) of the assignment. Furthermore, in this case we are entitled to revoke the customer's authorisation to further sell and process the equipment and parts of equipment subject to retention of title.
§ 9 Claims for defects by the customer
(1) The statutory provisions shall apply to the customer's rights in the event of material defects and defects of title (including wrong delivery and short delivery as well as improper assembly or defective assembly instructions), unless otherwise stipulated below. In all cases, the special statutory provisions shall remain unaffected in the case of final delivery of the unprocessed goods to a consumer, even if the consumer has processed them further (supplier recourse pursuant to §§ 478 BGB). Claims from supplier recourse are excluded if the defective goods have been further processed by the customer or another entrepreneur, e.g. by installation in another product.
(2) The basis of our liability for defects is above all the agreement reached on the quality of the system solution. All product descriptions that have become the subject of the individual contract shall be considered as an agreement on the quality of the goods. We accept no liability for public statements made by third parties (e.g. advertising statements).
(3) The customer's claims for defects are subject to the condition that he has fulfilled his statutory obligations to inspect and give notice of defects (in particular §§ 377, 381 HGB). If a defect in equipment or parts of equipment becomes apparent during delivery, inspection or at any later time, we must be notified of this in writing immediately. In any case, obvious defects must be reported to us in writing within 5 working days of delivery or handover and defects which are not recognisable during the inspection must be reported within the same period of time from discovery. If the customer fails to carry out the proper inspection and/or give notice of defects, our liability for the defect not reported or not reported in time or not reported properly shall be excluded in accordance with the statutory provisions.
(4) If delivered equipment and equipment parts or agreed work performances are defective, we may initially choose whether to provide subsequent performance by correcting the defect (rectification) or by delivering a defect-free item (replacement). Our right to refuse subsequent performance under the statutory conditions remains unaffected.
(5) Within the scope of the licence agreement, we guarantee that the contractually agreed quality of the software will be maintained during the term of the contract and that no rights of third parties conflict with the contractual use of the software. We shall remedy any material defects and defects of title in the software within a reasonable period of time. (6) We are entitled to make the supplementary performance and rectification of defects owed dependent on the customer paying the remuneration due in each case. However, the customer is entitled to retain a part of the remuneration that is reasonable in relation to the defect.
(6) The customer shall give us the time and opportunity required for the subsequent performance/removal of defects owed, in particular to make the equipment and parts of equipment or work performances complained about accessible or hand them over for inspection purposes.
(7) We shall be entitled to demand reimbursement from the customer of any costs incurred as a result of unjustified requests to remedy defects (in particular inspection and transport costs), unless the lack of defectiveness was not recognisable to the customer.
(8) In urgent cases, e.g. in the event of a risk to operational safety or to prevent disproportionate damage, the customer shall have the right to remedy the defect itself and to demand reimbursement from us of the expenses objectively necessary for this purpose. We must be notified immediately of such self-remedy, if possible, in advance. This right does not exist if we would be entitled to refuse a corresponding subsequent performance/removal of the defect in accordance with the statutory provisions.
(9) Claims of the customer for damages or reimbursement of expenses incurred in vain shall also exist in the case of defects only in accordance with § 10 and are otherwise excluded.
§ 10 Other liability
(1) Unless otherwise stipulated in these terms and conditions including the following provisions, we shall be liable in accordance with the statutory provisions in the event of a breach of contractual and non-contractual obligations.
(2) We shall be liable for damages - regardless of the legal cause - within the scope of fault liability in the event of intent and gross negligence. In the event of simple negligence, we shall be liable subject to a milder standard of liability in accordance with statutory provisions (e.g. for diligence in our own affairs) only: (a) for damages arising from injury to life, body or health, (b) for damages arising from the not inconsiderable breach of a material contractual obligation (obligation the fulfilment of which is a prerequisite for the proper performance of the contract and on the observance of which the contractual partner regularly relies and may rely); in this case, however, our liability shall be limited to compensation for the foreseeable, typically occurring damage.
(3) We shall not be liable for initial defects in the software and for loss of or damage to the items brought into the locker modules, unless the conditions of para (2) apply.
(4) The limitations of liability resulting from paragraphs (2) and (3) shall also apply in the event of breaches of duty by or in favour of persons for whose fault we are responsible in accordance with statutory provisions. They do not apply insofar as we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods and for claims of the customer under the Product Liability Act. (5) The customer may only withdraw from or terminate the contract due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty. A free right of termination of the customer (in particular according to §§ 651, 649 of the German Civil Code) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.
§ 11 Limitation
(1) The limitation period for claims arising from material defects and defects of title is one year from delivery or handover. Insofar as acceptance has been agreed, the limitation period shall commence with acceptance.
(2) The above limitation periods shall also apply to contractual and non-contractual claims for damages of the customer based on a defect in the services, unless the application of the regular statutory limitation period would lead to a shorter limitation period in individual cases. However, claims for damages by the customer pursuant to § 10 para. (2) sentence 1 and sentence 2 (a) as well as pursuant to the Product Liability Act shall become time-barred exclusively in accordance with the statutory limitation periods.kürzeren Verjährung führen. Schadensersatzansprüche des Kunden gem. § 10 Abs. (2) Satz 1 und Satz 2 (a) sowie nach dem Produkthaftungsgesetz verjähren jedoch ausschließlich nach den
(1) The parties agree to maintain confidentiality about confidential information.
(2) Exempt from this obligation is such confidential information (a) which was demonstrably already known to the Recipient at the time of the conclusion of the Agreement or thereafter becomes known to it from a third party without thereby violating a confidentiality agreement, statutory provisions or official orders; (b) which is publicly known at the time of the conclusion of the Agreement or thereafter becomes publicly known, insofar as this is not based on a violation of this Agreement; (c) which must be disclosed due to statutory obligations or by order of a court or an authority. To the extent permissible and possible, the recipient obliged to disclose shall notify the other party in advance and give it the opportunity to oppose the disclosure.
(3) The parties shall only grant access to confidential information to those persons who are subject to professional secrecy or to whom obligations corresponding to the confidentiality obligations of this contract have previously been imposed. Furthermore, the parties will only disclose confidential information to those employees who need to know it for the performance of this contract and will also oblige these employees to maintain confidentiality to the extent permitted by labour law for the time after their resignation.
§ 13 Termination
Unless otherwise contractually agreed, both parties are entitled to terminate continuing obligations within the business relationship with a notice period of 3 months to the quarter-end.
§ 14 Reservation of right of modification
Pareva GmbH expressly reserves the right to change the currently valid terms and conditions at any time. The client agrees that the contractor is entitled to send changes to the terms and conditions to the client by e-mail to the currently known e-mail address. The changes shall be deemed approved if the client does not object in text form within 14 days after notification.
§ 15 Final Terms and Severability Clause
(1) We are entitled to name the customer as a reference customer on our website www.Pareva.de and in advertising brochures and offers to third parties.
(2) The parties are aware that the software may be subject to export and import restrictions. In particular, there may be licensing requirements, or the use of the software or related technologies may be subject to restrictions abroad. The customer shall comply with the applicable export and import control regulations, as well as all other relevant regulations. Our performance of the contract is subject to the condition that there are no obstacles to performance due to national and international regulations of export and import law and no other statutory regulations.
(3) Legally relevant declarations and notifications by the customer or the supplier in relation to the contract (e.g. setting of deadlines, notification of defects, withdrawal or reduction) must be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax). Legal formal requirements and further proof, in particular in case of doubts about the legitimacy of the declarant, remain unaffected.
(4) These terms and conditions and the contractual relationship between us and the customer shall be governed by the laws of the Federal Republic of Germany to the exclusion of international common law, in particular the UN Convention on Contracts for the International Sale of Goods.
(5) The exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is our registered office in Bruchsal.
(6) Both parties agree that no further verbal or tacit agreements exist apart from these terms and conditions.
(7) Should any provision of this contract be invalid, ineffective or unenforceable or contain loopholes, this shall not affect the validity of all other provisions.
(8) In such a case, the parties shall by mutual agreement replace the omitted or incomplete provision with another legally effective provision that fulfils the purpose of the absent provision as far as possible. If an agreement on this fails, either party may request the court to replace the invalid provision.
§ 16 Notifications
Declarations by the customer are to be sent to the following address:
Phone:+49 (0) 7257 938 90 23
The customer shall provide Pareva GmbH with a summonable postal address when placing the order. Both contractual partners undertake to inform the other contractual partner immediately in writing of any changes to the aforementioned address.