§ 1 Coverage
(1.) HS Automation Software (in the following the contractor) provides his offers and services to the respective partners (in the following the customer) exclusively on basis of these terms and conditions. Differing terms and conditions of the customer are not valid, irrespective of the fact whether or not, they have not been expressly excluded by the customer.
(2.) On request the Terms & Conditions are available in written form from the contractor. In addition they are published on the website of the customer.
(3.) Alternative individual contracts between contractor and customer replace the appropriate agreements in the following terms and conditions.
§ 2 General
(1.) According to this contract, the contractor grants a non exclusive license to the customer, for use of the delivered software.
(2.) Contracts about development, service and use of the software are independent from contracts belonging to hardware placed at the same time. Software development is linked to the co-operation of the customer. Delivery of hardware is independent.
(3.) For non-standard software, the customer provides the contractor with all necessary documents and information. Modifications in any way or form require the written confirmation of the contractor. Additional work will be invoiced. The customer is authorized to interpret incomplete information. Hardware, Operation Systems and compiler software, which are not delivered by the contractor, will be provided by the customer at no charge. If the customer doesn't comply (partly or at all) with his obligation to co-operate the contractor is allowed to cancel the contract or charge for additional work after a reasonable time.
(4.) The shipping of the software is at buyer's risk and expense. Agreed dates will possibly be kept by the contractor, but are subject to change. The customer can only claim the default of delivery because of gross negligence or intent by the contractor, and after a reasonable extension of time.
(5.) Introductions to the software and training will be charged separately, except explicitly agreed at no expense for a certain time period. This is also valid for other services.
§ 3 Ownership and copyrights
(1.) The software, especially source and object programs, remain the property of the contractor, unless otherwise agreed, and is subject to copyright. The customer is only allowed to use the software according to the contract, multiple use is prohibited. Until the final payment, all programs and documents remain the property of the contractor.
(2.) The customer accepts third party rights for delivered or used software by the contractor. The customer agrees to sign potential sublicenses.
§ 4 Prices and terms of payment
(1.) All prices are net prices and subject to VAT. Standard package is included, shipping costs (postage, freight, delivery charges) will be invoiced separately.
(2.) Shipments within the EU, Switzerland, US and Canada are delivered on account, outside against prepayment.
(3.) If no differing agreement exists, invoices are immediately payable strictly net, without discount or other deductions.
(4.) In case of delayed payment by the customer, the contractor will charge the statutory interest.
(5.) The customer has a right of detention, only if counter claims occur from the same contract. In case of a continuous business relationship, every order is classified as a separate contract.
§5 Warranty and liability
(1.) CAVEAT EMPTOR. The software is provided to you "as is". The contractor can not assume any warranty for the capability of the software or the realized results through the use of the software. The contractor grants no guarantees, assurances, specifications or conditions (explicit or implied nature, which either originate out of a business connection or a commercial practice or derive from a lawful, common lawful or other regulations) regarding marketability, devoid of defective title, integration or usability for specific functions except such guarantees, assurances, specifications or conditions are compulsory regarding the applicable law or can't be constricted. The specifications in no. 1 and 2 apply further on the ending of this contract regardless the reasons of the ending. But therefore results either implied or explicit the grant of a right for usage on the software as for the time after the ending of this contract.
(2.) LIMITATION OF LIABILITY. The contractor assumes no liability or damages, claims or costs of any nature as well as for secondary damage, collateral, coincidental or indirect damages, specific , other damages or claims for damages out of loss of profit, even if the contractor has been informed about such potential loss of profit, damages, claims or third party claims. The limitations and exclusions mentioned before are only valid if and to the extent to which according to national law. The liability regarding these contract is limited to the amount which has been paid for the software. In case of death or human injuries the liability regarding this contract is not limited, if traced to negligence or intention of the contractor.
§ 6 Secrecy
(1.) Documents, information and experiences provided to the other contract party are only allowed to be used for purposes of this contract. It is prohibited to grant access to these documents, information and experiences to third parties, unless they are designated for this purpose or already known. Freelancers, subcontractors and so on, that are consulted to realize this contract, are not a third party.
(2.) The secrecy obligation is valid in excess of the contract ending.
§ 7 Place of jurisdiction, applicable law and miscellaneous
(1.) The contractor is allowed to use the name of the customer as reference for the developed software and for advertisement, unless the customer explicitly disagrees.
(2.) Place of fulfilment and exclusive place of jurisdiction is the contractors place of business. The contract is subject to German law.
(3.) If individual conditions are or will become invalid, these conditions will be replaced by the contract parties with conditions, which are most similar to the economic purpose of the invalid conditions. Thereby the validity of the contract stays untouched.