General Terms and Conditions of Business of community4you GmbH
The following definitions will be used throughout the subsequent paragraphs:
community4you GmbH, Haendelstr. 9, 09120 Chemnitz, Germany.
anyone, who acquires services and products of community4you GmbH.
anyone, who engages in any form of business cooperation with community4you GmbH.
4. Order confirmation:
a confirmation delivered to you by community4you GmbH containing a detailed list of services and products you ordered.
all services including consulting services listed in quotes and order confirmations issued by community4you GmbH.
all products including all operating and application software listed in quotes and order confirmations issued by community4you GmbH.
§2 Validity and Area of Application
1. We execute all services, deliveries and quotes regarding our products and services exclusively on the basis of the following General Terms and Conditions, which are valid for the present business relations between you and community4you GmbH, as well as for all the herewith related declarations made in advertisements, price lists, brochures, etc.; irrespective of whether made via internet, orally or in writing.
2. You acknowledge the validity of these conditions not later than at the time of placing your order. General Terms and Conditions varying from these conditions will not be recognized and are not valid. All references to his own business conditions or other conditions made by the customer are hereby explicitly disagreed with.
§3 Quotes and Contract Conclusion
1. Orders confirmed by you represent a binding offer. We can choose to accept this offer by sending you an order confirmation within two weeks or by sending you the ordered contract goods within this time frame.
2. In case we do not accept the order within two weeks you are entitled to the contract revocation.
3. All of our quotes are without engagement and without commitment at all times if not explicitly indicated differently in the quote itself. Technical and non-technical descriptions, service descriptions, illustrations, drawings as well as other service data and information are binding only if explicitly agreed upon in writing.
4. If no other information specified in writing, the offer is valid for 30 days. You can place your orders in writing, via internet, telephone or fax. We reserve the right to demand a written placement order before carrying out an order. Furthermore, community4you reserves the right to modify products and services anytime, as far as the modified products and services feature the same functionalities and performance.
§4 Prices and Terms of Payment
1. Specified prices for products and services are net prices and thereby do not include taxes, forwarding expenses, insurance charges or installation charges as well as expenses for services (e.g. traveling and lodging expenses.) unless indicated differently. These expenses will be calculated separately. In the case of fluctuations in exchange rates, custom duties and taxes, community4you GmbH reserves the right to adjust these prices according to the respective changes, effective for future business transactions.
2. Payments are due – as agreed upon – in advance or within a period of 14 days from the billing date. community4you GmbH is authorized to initially credit these payments against all outstanding claims. And in case expenses and interest already arose, community4you GmbH is authorized to credit the payments first against these expenses, second against the interest and only then against the main claim.
3. In case of a delayed payment, community4you reserves the right to withhold deliveries and/or other services until the complete sum has been paid. Furthermore, we are entitled to charge default interest at a rate of 5% of the respective discount rate of the German Federal Bank, respectively the substitute value of the European Central Bank, and as well to charge you for further damages, which incurred as a result of the delay.
4. The customer is entitled to a set-off only if the respective counter-claims were legally established as to be final and absolute, indisputable or recognized by us.
§5 Delivery / Transfer of Perils / Retention of Title
1. Agreed deadlines are not binding if not explicitly agreed upon differently in writing. In case such an agreement was reached, the customer’s goods receipt is decisive for the compliance with the date(s) of delivery. If it is not agreed upon “ex works” community4you GmbH has to supply the goods, taking into account the common time for packing and shipment.
2. community4you GmbH is authorized to carry out deliveries and services partially. In case of a default of acceptance the customer bears all respective charges. The risk is transferred to the customer at the time the goods are handed over to the carrier (postal service, transportation company).
3. We reserve title to all goods delivered until the complete payment of the purchase price.
4. The customer may re-sell the goods subject to retention of title within the proper course of business but on the same time cedes all claims against the recipient, resulting from this sale, to community4you GmbH in full to hedge our demand for payment. We accept this form of cession.
5. You are obligated to notify us immediately in case a third party has access to the goods subject to retention of title or to the ceded demands and to inform the third party of our rights.
6. In case of a partial or complete default payment of one or more due payments, in case of a cessation of payment or in case of insolvency proceedings concerning your assets you are not permitted to dispose of the goods subject to retention of title. In such case we are authorized to withdraw from the contract; to take back the delivered the goods subjects to retention of title; to revoke your authorization to collect claims from the resale of these goods; to request information from you on the recipients of the goods subject to retention of title; as well as notify the recipients of the ceded claims; and to collect the mentioned claims ourselves.
1. The legal warranty applies to all products and services delivered by community4you GmbH, with the following restrictions:
a. In case of defects in products or services or the lack of covenant features, community4you GmbH initially has the right to rectify the defects or to deliver a replacement of our own choice, within an appropriate period of time. Therefore, we are authorized to examine our products and services on your and/or our premises.
b. Should the subsequent rectification or delivery of compensation fail you are entitled to demand a discount on the purchasing price (reduction) or to withdraw from the contract (annulment).
2. In particular, community4you GmbH does not guarantee:
a. the suitability of the products and services for a specific usage;
b. for defects, which occur as a result of an erroneous installation by you or a third party authorized by you, interference or modification of the products and services by you or a third party authorized by you, as well as defects which can be ascribed to operational errors and external influences.
3. Defects have to be reported in writing, via e-mail or fax within 5 working days after reception of the delivery or the services. Defects, which could not be discovered within this deadline, are to be reported immediately at the time of discovery.
4. With respect to software products and corresponding services you can only demand warranty claims if the reported defects are reproducible or can be proven by an automatically generated reporting. You have to report the defect in writing in comprehensible form providing any information relevant for the detection of the defect. As far as necessary, you are to assist community4you GmbH in the rectification of these defects or in their reproduction. If needed you grant community4you GmbH access to the environment on your premises where the problem occurs.The warranty for software expires for such programs and data, which have been modified with respect to the state in which they were delivered; except if the customer proves, with respect to the rectification of errors, that the interference is not the cause of the error. We can demand remuneration for our efforts and expenses if we were active in the rectification of an error although no error or defect actually existed or if the customer did not fulfill the obligations agreed upon in these terms and conditions.
5. Covenant features have to be explicitly itemized as such in detail.
6. The above-mentioned list is conclusive; warranty claims beyond these agreements are excluded.
1. In the case of common and slight negligence the liability is excluded. However, community4you GmbH is unlimitedly liable for willfully or grossly negligent action or omission. Furthermore, this disclaimer is not valid in case you claim damages because of the lack of a covenant feature. It is referred to §6 No. 5.Liability for the occurred defect is excluded insofar as reasonable measures of reducing the damage on your part were not applied, e.g. the realization of a proper data backup.
2. community4you GmbH is unlimitedly liable for defects of title (intangible property rights), in particular defects due to violation of industrial property rights and patents by third parties. We will exempt you from claims by third parties due to the violation of intangible property rights; provided that you immediately inform us in writing of such claims and that you allow us all necessary legal actions of defense (e.g. conduct of the case, accomplishment of comparisons etc.). You are obligated to support us herein as much as possible. community4you will either modify violating products and services; or replace them with non-violating products; or reimburse you the purchase price excluding a compensation fee.
3. An exemption (resp. a liability) from demands of third parties according to No. 2 is discarded if you do not inform community4you GmbH immediately of the claim for demands by third parties. Damages, which occur because of the violation of this immediate obligation to disclose, have to be borne by you. In this case, you exempt community4you GmbH from all demands of third parties.The same applies if we produced goods on the basis of descriptions and information we received from you not knowing that intellectual property rights are being violated.
4. All other rights and claims, irrespective of their legal basis, are excluded. This is valid in particular – but not exclusively – for the compensation of indirect damages (consequential damages, such as lost profits and/or damages resulting from business interruptions).
5. Claims made according to the Product Liability Act, if applicable, remain unaffected with respect to the liability restrictions mentioned above.
1. The regulations of respective software license agreements apply in addition to these general terms and conditions, irrespective of whether the software was being created or produced by community4you GmbH or being delivered by a third party as a product or service. Those agreements are delivered or available with the respective product. In case you do not recognize the license agreement you are not authorized to use the respective product.
1. The registration (booking) for a training course is binding. If events are already fully booked an alternate date can be chosen or you can withdraw from the booking.In case of a cancelation of the training course within 5 workdays (5th day included) before the start of the course 20% of the course fees excl. VAT have to be paid; later than 5 days before the course the whole course fee has to be paid. The cancelation has to be carried out in writing.
§10 Force Majeure
1. Estoppels beyond the sphere of influence of the parties to the contract (force majeure, industrial disputes, public disorder, measures by authorities and other unexpected, inevitable and fatal events) exempt the parties to the contract from their duties of performance for the period of disturbance and for the extent of its effects. This also applies if these events occur at a time when the affected party to the contract is in delay.
2. The parties to the contract are obliged to immediately pass on the necessary information within reasonable limits and to adapt their obligations to the changed conditions.Agreed periods are prolonged respectively. In case the obstruction lasts more than two months, each party is authorized to terminate the contract without respecting the period of cancelation. Further claims are excluded.
§11 Customer's Participation
1. You are obliged to provide us with all the information necessary for the provision of services, to grant us access to the products and services as well as to provide necessary co-operational activities. Before the realization of warranty services, all products, modules and components, which were not being delivered or installed by community4you GmbH have to be eliminated as far as this is necessary for the realization of the work; as well as create safety copies of programs and data.
2. community4you GmbH is not liable for damages resulting from a violation of this obligation.
1. The contract parties are obliged to treat all details as strictly confidential, which emerge throughout the business relation and not clearly commercial and technical; even after contract termination.
2. Charts, models, templates, patterns and similar items are not to be made accessible to third parties without authority or in any other way. The duplication of such items is valid only within the frame of entrepreneurial necessities or copyright provisions.
3. The parties to the contract are allowed to advertise with their business relations only with written authorization.
§13 Applicable Rights, Place of Jurisdiction, Partial Voidness
1. For these business relations and all legal relations between the customer and community4you GmbH, the law of the Federal Republic of Germany is applicable, as far as not agreed upon differently.If United Nations law, which was integrated into German law would have to be applied in case of foreign customers, it is herewith excluded – as far as legally allowed. This also applies to United Nations Convention on Contracts for the International Sale of Goods on April 11, 1980.
2. The place of performance is the domicile of community4you GmbH in Chemnitz, Germany. For the delivery another place can be agreed upon.
3. The exclusive place of jurisdiction for all legal disagreements resulting directly or indirectly from this contractual relationship is Chemnitz.
1. community4you GmbH is authorized to change the herein specified General Terms and Conditions of Business at any time with effect for future business relations.
2. Should individual provisions of these General Terms and Conditions of Business be void or become void, the effectiveness of all other provisions or agreements is not affected. In this case the void provision is being replaced by the (legal) provision, which is closest to the purpose of the original provision.
3. You are not authorized to transfer claims from this agreement with community4you GmbH to third parties without written confirmation by community4you GmbH
4.Cancelations, resp. notices of cancelation, are to be made in writing.