Terms of Service
1. subject of the terms of delivery and payment
Our deliveries, services, and offers are exclusively based on these terms and conditions. They shall therefore also apply to all future business relations, even if they are not expressly agreed again. These terms and conditions shall be deemed accepted at the latest upon receipt of the goods or services. Counter-confirmations by the customer with reference to his terms and conditions of business or purchase are hereby already contradicted. All agreements in connection with this contract are only valid if they are confirmed by us in writing.
Consumers within the meaning of these terms and conditions of business are natural persons entering into a business relationship with us to whom a commercial or independent professional activity cannot be attributed.
Entrepreneurs within the meaning of these terms and conditions of business are natural or legal persons entering into a business relationship with us who are acting in the exercise of a commercial or self-employed professional activity. Customers within the meaning of these terms and conditions are both consumers and entrepreneurs.
2. Offers and conclusion of a contract
Our offers are subject to change and non-binding. Declarations of acceptance require our written confirmation to be legally effective. The customer's binding contractual offer is to be seen in the sending of a corresponding declaration by electronic means of transmission (e.g. by e-mail) or in writing. If the customer orders the goods by electronic means, we will confirm receipt of the order immediately. The confirmation of receipt itself does not constitute a binding acceptance of the order. We reserve the right to declare the acceptance of the contract also by electronic means or in writing. The acceptance of the contract can also be made electronically or in writing. For goods which are ordered via our online shop on the Internet, there is a 14-day right of revocation or right of return for consumers according to the Distance Selling Act, which does not have to be justified. The period begins on the day on which the goods are delivered.
3. Delivery times
Delivery dates or deadlines must be in writing. In the event of force majeure and other unforeseeable, exceptional circumstances for which we are not responsible, e.g. difficulties in procuring materials, operational disruptions, strikes, lock-outs, lack of means of transport, official interventions, power supply difficulties, etc. - even if they occur at our suppliers - the performance period shall be extended, if we are prevented from fulfilling our obligation in due time through no fault of our own, by the duration of the hindrance as well as a reasonable start-up period. If delivery or performance becomes impossible or unreasonable due to the circumstances mentioned, we shall be released from our obligation to perform. If the delay in performance lasts longer than two months, both the contractual partner and we are entitled to withdraw from the contract. The rights of withdrawal for other reasons remain unaffected.
If we are in default, the contractual partner's claim to compensation for damage caused by the default is limited; if we are only guilty of slight negligence, the contractual partner's claim is limited to compensation for default in the amount of 0.5% of the invoice value for each completed week of the default, but in total to a maximum of up to 5% of the invoice value of the deliveries and services affected by the default. Contractual and statutory rights of withdrawal shall remain unaffected.
If the buyer demands compensation for damages instead of performance, the claim of a consumer is limited, insofar as we are only guilty of slight negligence, to the direct average damage foreseeable at the time of conclusion of the contract and typical for the contract. If the customer is an entrepreneur or a legal entity under public law or a special fund under public law, claims for damages instead of performance are excluded in cases of slight negligence, unless it is a matter of a breach of a primary obligation. In these cases, compensation is limited to the direct average damage foreseeable at the time of the conclusion of the contract and typical for the contract.
If, while we are in default, delivery or performance becomes impossible for us by chance, we shall be liable with the above-agreed limitations of liability. We shall not be liable if the damage would have occurred even if delivery had been made on time.
We are entitled to make partial deliveries and partial services to a reasonable extent. If the delivery of a delivery item ready for dispatch is postponed by more than one month at the customer's request, we are entitled to charge the customer storage fees amounting to 0.5% of the invoice amount of the delivery item concerned for each month or part thereof. The Customer shall be permitted to prove that no expenses were incurred at all or that they were significantly lower than the flat rate.
4. Surrender and transfer of risk
Packaging, insurance, dispatch, and transport are at the expense of the customer. If the buyer is an entrepreneur or a legal entity under public law or a special fund under public law, the risk of accidental loss and accidental deterioration of the goods shall pass to the buyer upon handover, in the case of sale by delivery to a place other than the place of performance upon delivery of the goods to the forwarder, carrier or other person or institution designated to carry out the shipment. If the buyer is a consumer, the risk of accidental loss and accidental deterioration of the sold goods, even in the case of mail order purchases, shall not pass to the buyer until the goods are handed over. It is the same as the handover if the buyer is in default of acceptance. In the event of refusal to accept the goods, the risk shall pass to the customer upon notification that the goods are ready for dispatch. The customer shall have the preparations for installation as well as the equipment necessary for the power supply carried out at his own expense and responsibility before delivery of the equipment. They must comply with our specifications and the applicable technical standards. The customer shall provide trained operating personnel in a good time. Unless otherwise agreed, we are not responsible for connecting our installations and deliveries with the customer's equipment or programs. Programs supplied by us will be installed at the installation site on the equipment provided by the customer, if not supplied by us. The costs for carrying out the installation work are not included in the license prices and will be charged separately. The same applies to program-specific instructions. Upon request, the customer shall confirm the operational readiness of our delivery and service in writing.
5. Claims for defects
For defects in the goods at the time of the transfer of risk, we shall initially provide subsequent performance by repair or replacement at our discretion. If the customer is an entrepreneur, a legal entity under public law or a special fund under public law, complaints due to defects of the goods, wrong deliveries, and deviations in quantity - including excess deliveries - must be reported in writing immediately, but no later than 14 calendar days after receipt of the goods, insofar as these can be determined by reasonable inspections. If the customer does not comply with this notification obligation, claims for defects are excluded. In the event of rectification of defects, we are obliged to bear all expenses necessary for the purpose of rectifying the defect, in particular transport, travel, labor, and material costs, provided that these are not increased by the fact that the goods have been taken to a place other than the place of performance. If the supplementary performance fails, the customer can assert further legal rights. If the customer chooses compensation for damages after the subsequent performance has failed, the goods shall remain with the customer if this is reasonable. The compensation for damages is limited to the difference between the purchase price and the value of the defective item. This does not apply if we have caused the breach of contract intentionally or by gross negligence.
We shall be liable within the scope of the statutory provisions if the customer asserts claims for damages based on intent or gross negligence on the part of our representatives or vicarious agents. If the cause of damage is based on slight negligence, we are only liable if essential contractual obligations have been violated.
If we are liable for slight negligence in accordance with paragraph 1 above, our liability shall be limited to the foreseeable average damage typical for the contract. If the damage is covered by an insurance policy taken out by the customer (with the exception of some insurance), we shall, in deviation from the above sentence, only be liable for any associated disadvantages to the customer, e.g. higher insurance premiums or interest disadvantages until the damage is settled by the insurance company. The above exclusions and limitations of liability shall not apply in the event of injury to life, body or health or in cases of mandatory liability based on the provisions of the Product Liability Act. The exclusions or limitations of liability shall also not apply in the case of the issuance of guarantee promises which, according to their content, are specifically intended to protect the customer against such damage.
7. Limitation period
If the customer is a consumer, claims for defects become time-barred within two years. This does not apply to the sale of used goods; in this case, claims for defects become time-barred.
If the customer is an entrepreneur, a legal entity under public law, or a special fund under public law, claims for defects shall become time-barred within one year. Notwithstanding the provisions under paragraphs 1 and 2, claims for defects in a building and in an item that has been used for a building in accordance with its normal use and has caused its defectiveness shall become statute-barred within five years.
Notwithstanding the above provisions, the statutory limitation periods shall apply,
insofar as the customer's claim against us is based on §§ 478, 479 BGB or §§ 651, 478, 479 BGB,
insofar as the customer's claim is based on our intentional, malicious or grossly negligent conduct or on such conduct of our vicarious agents,
in the event of injury to life, body, or health, for claims under the Product Liability Act,
insofar as claims for defects are based on a right in rem of a third party, on the basis of which the return of the purchased item can be demanded,
insofar as claims for defects are based on another right entered in the land register.
Furthermore, the provisions in paragraphs 1 and 2 shall not apply if the asserted claim is based on a guarantee issued by us within the meaning of § 443 BGB. In this case, the limitation period begins with the delivery of the goods or their acceptance, if this is provided by law. The statute of limitations for these claims is based on § 438 BGB, unless a different statute of limitations results from the content of the guarantee.
The provisions of §§ 196, 197 BGB, and the rules on the burden of proof shall remain unaffected by the above provisions.
8. Retention of title
In the case of contracts with consumers, we reserve title to the delivered items until the purchase price has been paid in full. In the case of contracts with entrepreneurs, legal entities under public law, and special funds under public law, we reserve the title to the delivered items until all claims arising from an ongoing business relationship have been settled in full.
If our delivery item is processed, the processing is carried out for us. If our delivery item is combined or mixed with other items, we shall acquire co-ownership of the new item or mixed stock in the ratio of the value of our delivery item (final invoice amount including VAT) to the other items with which the combination or mixing has taken place. Our customer shall keep the item in which we have acquired sole or co-ownership in accordance with the above provision in safekeeping for us.
If the mixing or combination is carried out in such a way that our customer's item is to be regarded as the main item, it is deemed to be agreed that the customer transfers proportional co-ownership to us and keeps the item for us.
The customer is obliged to refrain from any impairment of ownership with regard to the goods subject to retention of title and to inform us immediately in the event of third-party access. The customer shall bear any intervention costs incurred as a result.
9. Prices and payment
All prices are net fixed prices plus the respectively valid value-added tax. Prices without currency designation are always in EURO, otherwise in the currency indicated. All payments must be made immediately after receipt of the invoice without deduction. The day of payment is the day on which we can dispose of the money. We are entitled, notwithstanding any provisions of the customer to the contrary, to set off payments first against the customer's older debts or against costs and interest. In the event of default, the consumer must pay interest on the money debt at a rate of 5% above the base interest rate. During the period of default, the entrepreneur must pay interest on the money debt at a rate of 8% above the base rate. We reserve the right to prove and assert higher default damages against the entrepreneur. The customer is only entitled to offset, withhold, or reduce payment if the counterclaims have been legally established or are undisputed.
If the customer has not concluded a separate license agreement with us for the software products provided by us, we shall grant the customer the non-exclusive license to use the software products provided to him, including the documentation, against payment of the corresponding remuneration. The manufacturer's license conditions shall apply in principle. In case of doubt, the customer may only operate the software on those computer systems and program carriers which he has either purchased directly from us and/or which are listed in detail in our order confirmation or in the purchase contract. The customer is only entitled to copy the original copy for security purposes and under retention of the copyright notice. If a copy protection plug is a prerequisite for the use of the software, the software and copy protection plug represent a unit and are only delivered together. The separate subsequent delivery of a copy protection plug is only carried out against the return of the defective plug. The Customer is not entitled to transfer the license either in whole or in part to third parties or to pass on or publish the software products and/or documentation to third parties or to permit their use. The Customer shall furthermore protect the software from access by third parties and shall inform all persons who have access to these products accordingly of the obligations assumed by the Customer in this clause. The customer is obliged - for example by making a backup copy - to secure his data. The license ends automatically when the use of the computer system for which this license was granted is discontinued or due to termination without notice for good cause. The above obligations apply accordingly to the use of our know-how. In the event of culpable violation of the above provisions by the customer, we reserve the right, notwithstanding the assertion of any damage incurred, to demand from the customer, insofar as the customer is an entrepreneur, a legal entity under public law, or a special fund under public law, an appropriate contractual penalty to be determined by us, which in the event of a dispute is to be reviewed for its appropriateness by the Essen Regional Court.
11. General information
There are no verbal collateral agreements. Changes to the contract must be made in writing.
Should individual provisions of the contract with the customer/client or these General Terms and Conditions of Business be or become invalid, in whole or in part, due to the deviation from provisions which do not serve the protection of the contractual partner, the wholly or partially invalid provision shall be replaced by a provision whose economic success comes as close as possible to that of the invalid provision.
CSS is entitled to terminate the contract without notice if insolvency occurs on the part of the client, if the client files for insolvency, if a filing for insolvency is imminent, or if an application for the opening of insolvency proceedings was rejected due to lack of assets. The same shall apply if the Customer is in arrears with payment of the agreed remuneration for more than two consecutive months or if the Customer is in arrears with a total amount of two monthly payments for a period of more than two months.The parties undertake to treat as confidential information, in particular company-related or personal data, which they obtain directly or indirectly from the other party within the scope of the contractual relationship. They will not make information available to third parties and will use it exclusively for contractually intended purposes. Any further use of information or its disclosure to third parties requires the prior written consent of the other party.
12. Place of jurisdiction
The contractual relationship shall be governed exclusively by the law of the Federal Republic of Germany.
If the customer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with this contract shall be Essen. The same shall apply if the customer does not have a general place of jurisdiction in Germany or if his place of residence or habitual abode is unknown at the time the action is brought. Deviating from the above agreement on the place of jurisdiction, CSS is also entitled to sue the customer at his general place of jurisdiction.
13. Changes to the General Terms and Conditions
The customer will be notified in writing of any changes to these terms and conditions, which must not result in a worse position for the customer. They shall be deemed to have been approved unless the customer objects in writing. CSS will particularly point out this consequence to him with the announcement of the changed terms of business. The customer must send the objection to CSS within six weeks after the announcement of the changes.
CSS Computer Security Service GmbH
The company is based in Essen, Commercial register HRB 6179
Manager: Winfrid Stotz
Status: Oktober 2017