1.1) The General Terms and Conditions of REDDOXX GmbH, Neue Weilheimer Str. 14, 73230 Kirchheim (hereinafter referred to as "REDDOXX") Terms and conditions of the contractual partner of REDDOXX (hereafter referred to as "orderer") that are contrary to or deviate from these General Terms and Conditions are not recognised unless REDDOXX has expressly agreed to the validity of deviating terms and conditions in writing. These General Terms and Conditions also apply if REDDOXX carries out the delivery to the orderer without reservation in the knowledge of terms and conditions of the orderer that contradict or deviate from its own terms and conditions.
1.2) The General Terms and Conditions also apply to all future business with the customer.
1.3) The General Terms and Conditions shall only apply to entrepreneurs.
2.1) REDDOXX reserves the property rights and copyrights to software and hardware as well as all illustrations, drawings, calculations and other documents.
2.2) If deliveries are made according to drawings or other information of the ordering party and if industrial property rights of third parties are asserted as a result, the ordering party releases REDDOXX internally from all claims.
3.1) The customer only has the right of set-off if and insofar as his counterclaims have been legally established, are undisputed or have been acknowledged by REDDOXX in writing. The customer's right of retention is limited to claims arising from the contractual relationship.
3.2) Due to defects, the customer may only retain payments to a proportionate extent taking into account the defect and only if the defect exists beyond doubt.
4.1) REDDOXX retains ownership of all delivered parts until receipt of all payments from the delivery relationship, including future liabilities. In case of behaviour contrary to the contract, especially in case of default of payment, REDDOXX is entitled to take back the purchased goods.
4.2) The customer is obliged to treat the delivered parts with care and to insure them at his own expense against any form of loss at replacement value for the duration of the retention of title. REDDOXX remains entitled to insure the goods itself at the customer's expense.
4.3) Costs for maintenance and inspection work are also to be borne by the orderer during the retention of title, even if they are carried out by REDDOXX.
4.4) In case of seizures or other interventions by third parties, the orderer has to inform REDDOXX immediately in writing so that REDDOXX can file a third-party action. If the third party is not able to reimburse the judicial and extrajudicial costs of such an action, the customer is liable for this.
5.1) Shipment shall be at the risk of the Buyer. The risk is always transferred to the orderer at the latest with the dispatch of the goods, even if further services are assumed by REDDOXX.
5.2) If the shipment is delayed due to circumstances REDDOXX is not responsible for, the risk is transferred to the customer from the day the goods are ready for shipment. Upon written request of the purchaser, the consignment will be insured by REDDOXX against breakage, transport, fire and water damage at the expense of the purchaser.
5.3) Transport packaging and all other packaging in accordance with the packaging ordinance will not be taken back. The Buyer shall be obliged to dispose of the packaging at his own expense.
6.1) If a cause for which REDDOXX is not responsible, including strike or lockout, impairs the compliance with deadlines ("disruption"), the deadlines are postponed by the duration of the disruption, if necessary including an appropriate restart phase. A contracting party shall immediately inform the other contracting party of the cause of a disruption occurring in its area and the duration of the postponement.
6.2) If the effort increases due to a disruption, REDDOXX can also demand remuneration for the additional effort, unless the orderer is not responsible for the disruption and its cause lies outside his area of responsibility.
6.3) If the orderer can withdraw from the contract due to improper performance by REDDOXX and/or demand compensation instead of performance or claims such, the orderer will declare in writing at the request of REDDOXX within a reasonable period of time whether he asserts these rights or still wants the service to be performed. In case of a withdrawal, the orderer has to reimburse REDDOXX for the value of previously existing possibilities of use; the same applies to deteriorations due to intended use.
7.1) REDDOXX is always liable to the orderer:
a) for damages caused by it as well as its legal representatives or vicarious agents intentionally or through gross negligence,
b) according to the product liability law and
c) for damages resulting from injury to life, body or health for which REDDOXX, its legal representatives or vicarious agents are responsible.
7.2) REDDOXX is not liable in case of slight negligence, except insofar as it has violated an essential contractual obligation (cardinal obligation). This liability is limited to the contract-typical and foreseeable damage in case of property damage and financial loss. This also applies to loss of profit and savings. Liability for other more remote consequential harm caused by a defect is excluded. For a single case of damage, liability is limited to the contract value, in the case of ongoing remuneration to the amount of remuneration per contract year, but not less than € 50,000. Liability pursuant to I 7.1 remains unaffected by this paragraph.
7.3) REDDOXX is only liable for damages from a guarantee declaration if this was expressly assumed in the guarantee. This liability is subject to the limitations according to I 7.2 in case of slight negligence.
7.4) In case of loss of data, REDDOXX is only liable for the effort required to restore the data in case of proper data backup by the Ordering Party. In case of slight negligence on the part of REDDOXX, this liability only applies if the orderer has carried out a proper data backup immediately before the measure leading to the loss of data.
7.5) For claims for reimbursement of expenses and other liability claims of the orderer against REDDOXX, I 7.1 to 7.4 apply accordingly.
8.1) The parties mutually undertake to maintain absolute secrecy vis-à-vis third parties about all business transactions of which they become aware in the course of the cooperation, in particular about business and trade secrets. The obligation to maintain secrecy shall continue to exist after termination of the contract.
8.2) All mutually exchanged business documents shall be carefully stored in the own business premises and protected against inspection by unauthorised persons.
9.1) All claims of the customer against REDDOXX arising from the contractual relationship are not assignable.
10.1) The orderer may only use the REDDOXX products as intended and must ensure that the REDDOXX products are only resold to persons familiar with the product dangers and risks.
10.2) The orderer is obliged to comply with his duty to warn when using the REDDOXX products as a basic material and partial product of his own products when placing the end product on the market, also with regard to the goods delivered by REDDOXX. In the internal relationship, the orderer indemnifies REDDOXX from the assertion of claims in case of violation of this obligation upon first request.
11.1) Place of performance is DE-73230 Kirchheim.
11.2) Place of jurisdiction for all disputes arising from the contract is Kircheim. However, REDDOXX is also entitled to sue the customer at his general place of jurisdiction or at the seat of a branch of the customer.
11.3) German law applies exclusively to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
11.4) The Purchaser shall be responsible for observing any import and export regulations applicable to the deliveries or services, in particular those of the USA. In the case of cross-border deliveries or services, the customer shall bear any customs duties, fees and other charges. The Buyer shall handle legal or official procedures in connection with cross-border deliveries or services on its own responsibility, unless otherwise expressly agreed.
1.1) The quality and scope of performance of the REDDOXX products as well as the approved application environment result from the respective product descriptions.
1.2) The REDDOXX products are delivered including an operating manual (user documentation or online help) and the installation instructions. The operating instructions and the installation instructions can also be made available to the orderer electronically.
1.3) The REDDOXX products are installed by the orderer.
2.1) REDDOXX grants the ordering party the right to use the REDDOXX products to the extent stipulated in the contract upon full payment of the remuneration owed. If the scope is not agreed in the contract, this is a simple, non-exclusive right of use for permanent use. This only entitles the customer to use the REDDOXX products on one computer by one single user at the same time. The right of use only covers the use for internal purposes of the orderer. Extended use must always be contractually agreed before it begins. The remuneration is based on the scope of the right of use.
2.2) The orderer may only copy the software of the REDDOXX products insofar as this is necessary for the contractual use. Copyright notices in the software may not be changed or deleted.
2.3) REDDOXX is entitled to take appropriate technical measures to protect against non-contractual use. The use of the REDDOXX products on an alternative or successor configuration may not be significantly impaired by this.
2.4) Ownership of reproductions made available remains reserved until full payment of the remuneration owed. Prior to this, rights of use are always only granted provisionally and freely revocable by REDDOXX.
2.5) REDDOXX can revoke the right of use of the orderer if the orderer does not insignificantly violate restrictions of use or other regulations for the protection against unauthorised use. REDDOXX has to grant the orderer a grace period for remedy beforehand. In case of repetition and special circumstances which justify the immediate revocation under consideration of the mutual interests, REDDOXX can pronounce the revocation without setting a deadline. The orderer must confirm the cessation of use to REDDOXX in writing after the revocation.
3.1) The orderer names a responsible contact person. This contact person can and will make binding decisions for the orderer or bring them about immediately. The contact person is available to REDDOXX for necessary information.
3.2) The ordering party ensures that competent personnel is available for the use of REDDOXX products at the latest at the time of delivery.
3.3) The orderer will inform REDDOXX immediately about changes in the application environment.
3.4) The ordering party must report defects in writing in a comprehensible and detailed form stating all information relevant for the defect detection and analysis. In particular, the work steps which led to the occurrence of the defect, the manifestation and the effects of the defect shall be stated.
3.5) The Ordering Party has to support REDDOXX as far as necessary in the elimination of defects, in particular to provide work equipment at the request of REDDOXX.
3.6) The customer acknowledges that the REDDOXX products including the operating instructions and further documents - also in future versions - are protected by copyright. Source programs in particular are trade secrets of REDDOXX. The customer takes unlimited precautions that source programs are not made accessible to third parties without the consent of REDDOXX.
3.7) The customer may not do anything that could promote unauthorised use. In particular, he may not attempt to decompile the programs. The orderer will inform REDDOXX immediately if he has knowledge that unauthorised access is imminent or has taken place in his area.
4.1) There are no claims due to material defects for an only insignificant deviation of the services of REDDOXX from the contractual quality or usability. Claims due to defects also do not exist in case of excessive or improper use, natural wear and tear, failure of components of the system environment, software errors that cannot be reproduced or otherwise proven by the customer or in case of damages that occur due to special external influences that are not assumed according to the contract. This shall also apply in the event of subsequent modification or repair by the Purchaser or third parties, unless this does not impede the analysis and elimination of a material defect. I 7 shall apply in addition to claims for damages and reimbursement of expenses.
4.2) Claims based on a material defect shall become statute-barred within one year from the statutory commencement of the limitation period. The statutory periods for the right of recourse according to § 478 BGB remain unaffected; the same applies in the case of an intentional or grossly negligent breach of duty by the customer, in the case of fraudulent concealment of a defect as well as in cases of injury to life, body or health.
4.3) The processing of a material defect notification of the customer by REDDOXX only leads to the suspension of the limitation period insofar as the legal prerequisites for this exist. This does not result in a new start of the limitation period.
4.4) A supplementary performance (new delivery or rectification) can only influence the limitation period of the defect triggering the supplementary performance.
4.5) The Purchaser shall only have claims for defects if reported defects are reproducible or otherwise verifiable by the Purchaser. II 3.4 shall apply in particular to the notification of defects.
4.6) If the customer is entitled to claims for defects, he shall initially only have the right to subsequent performance within a reasonable period of time. The supplementary performance includes, at the discretion of REDDOXX, either rectification or the delivery of replacement software. The interests of the customer are taken into account appropriately in case of a choice.
4.7) If the supplementary performance fails or cannot be carried out for other reasons, the customer can reduce the remuneration, withdraw from the contract and/or demand compensation for damages or expenses under the legal conditions. The orderer exercises his right of choice for claims for defects within a reasonable period of time, usually within 14 calendar days.
4.8) REDDOXX can demand reimbursement of its expenses insofar as:
a) it acts on the basis of a report without there being a defect, unless the customer could not have recognised with reasonable effort that there was no defect, or
b) a reported defect is not reproducible or otherwise verifiable by the Purchaser as a defect, or
c) additional expenses are incurred due to the Buyer's failure to properly fulfil his obligations (see also II 3).
5.1) REDDOXX is only liable for infringements of third party rights through its performance insofar as the performance is used in accordance with the contract and in particular in the contractually intended field of use.
5.2) REDDOXX is only liable for violations of third party rights within the European Union and the European Economic Area as well as at the place of the contractual use of the performance.
5.3) If a third party asserts against the orderer that a service of REDDOXX infringes his rights, the orderer notifies REDDOXX immediately. REDDOXX and, if applicable, its sub-suppliers are entitled, but not obliged, to defend the asserted claims at their expense as far as admissible.
5.4) If rights of third parties are violated by a service of REDDOXX, REDDOXX will at its own choice and at its own expense:
a) procure the right to use the service for the orderer or
b) design the service free of infringement or
c) take back the performance with reimbursement of the remuneration paid by the orderer (minus an appropriate compensation for use) if REDDOXX cannot achieve any other remedy with reasonable effort. The interests of the orderer will be taken into account appropriately.
6.1) The purchase price is due immediately.
6.2) REDDOXX grants the orderer a payment period of 2 weeks from delivery of the REDDOXX products.
7.1) The customer is expressly informed that an incorrect configuration, classification and administration of the REDDOXX products can lead to malfunctions. Configuration, classification and administration are the sole responsibility of the customer.
1.1) REDDOXX provides the following agreed maintenance services only for the respective current version of the REDDOXX products against the agreed remuneration.
1.2) REDDOXX provides the following maintenance services:
1.2.1) Fault management: REDDOXX will receive fault messages from the Ordering Party, assign them to the agreed fault categories and carry out the agreed measures for the analysis and correction of faults based on this assignment. The fault management does not include services which are in connection with the use of the REDDOXX products in non-approved environments or with modifications of the REDDOXX products by the orderer or third parties.
1.2.2) Acceptance of fault reports of the ordering party: REDDOXX will accept proper fault reports of the ordering party during its usual business hours and provide them with an identifier. Upon request of the ordering party, REDDOXX confirms the receipt of a fault report by informing the ordering party of the assigned identification.
1.2.3) Execution of measures for fault clearance: In case of reports about serious malfunctions and other malfunctions, REDDOXX will initiate appropriate measures at short notice based on the circumstances communicated by the orderer in order to first localise the cause of the malfunction. If the reported malfunction does not turn out to be a fault of the REDDOXX products after initial analysis, REDDOXX will inform the orderer immediately. Otherwise REDDOXX will initiate corresponding measures for further analysis and for the correction of the notified malfunction. REDDOXX will immediately provide the orderer with measures to circumvent or correct a fault of the REDDOXX products, such as instructions for action or corrections of the REDDOXX products. The Ordering Party will immediately take over such measures for the circumvention or correction of faults and immediately inform REDDOXX again of any remaining faults when using them.
1.2.4) Provision of new versions: REDDOXX provides the Ordering Party with the New Versions of the REDDOXX products in order to keep them up-to-date and to prevent malfunctions. The new versions are installed on the customer's system and installed by the customer himself.
1.2.5) REDDOXX provides the ordering party with updates of the REDDOXX products with technical modifications and improvements as well as smaller functional extensions and improvements. Furthermore, REDDOXX provides the ordering party with patches with corrections to the REDDOXX products and other workarounds for possible malfunctions. These new versions of the REDDOXX products are collectively referred to as "New Versions". The object of the maintenance services is not the transfer of upgrades with essential functional extensions or of new products or obligations for the further development of the REDDOXX products, unless otherwise expressly agreed.
1.2.6) The customer will immediately inspect new versions and immediately notify REDDOXX of any noticeable defects, for which § 377 HGB (German Commercial Code) applies accordingly. If REDDOXX has provided the customer with a new version, it will also continue to maintain the previous version for an appropriate transition period, which usually does not exceed three months. Due to the new versions, the customer only has claims for defects if reported defects can be reproduced or otherwise proven by the customer.
1.2.7) Contact point (hotline): REDDOXX shall set up a contact point for the purchaser (hotline). This office processes the enquiries of the ordering party in connection with the technical application requirements and conditions of the REDDOXX products as well as individual functional aspects. The hotline does not provide any services in connection with the use of the REDDOXX products in non-approved environments or with modifications of the REDDOXX products by the ordering party or third parties. The hotline is available for consultation from Monday to Friday from 09.00 hrs to 17.00 hrs outside public holidays. For the classification of the public holidays, the registered office of REDDOXX is decisive. The orderer names only professionally and technically qualified personnel to REDDOXX who are entrusted internally at the orderer with the processing of enquiries of the users of the REDDOXX products. Only this personnel named by REDDOXX will direct enquiries to the hotline and use forms provided by REDDOXX. The hotline accepts such enquiries by e-mail, fax and telephone during the usual business hours of REDDOXX. The hotline will process proper enquiries in the usual course of business and answer them as far as possible. The hotline can refer to documentation and other training material for the REDDOXX products available to the customer. If an answer by the hotline is not possible or not possible in a timely manner, REDDOXX will forward the enquiry for processing, in particular enquiries regarding hardware or software not delivered by it. Further services of the hotline, such as other response times and deadlines as well as on-call services or assignments of REDDOXX on site at the ordering party are to be expressly agreed upon in advance.
1.2.8) Additional services: Services exceeding clauses 1.2.1 to 1.2.5 are not owed under this contract, require a separate agreement and are to be remunerated separately.
1.2.9) Replacement of the REDDOXX Appliance: In case of a replacement of a REDDOXX Appliance, the ordering party is responsible for ensuring that no confidential information is located in the memories of the REDDOXX Appliance. The orderer also ensures that a secure and proper access of electronic messages takes place during the exchange.
2.1) Furthermore, the conditions according to the service description REDDOXX Software Subscription apply as agreed.
1.1) REDDOXX provides an Internet page for the confirmation of desired mails. Via this website, the orderer can, among other things, manage the licences of the REDDOXX products.
1.2) REDDOXX provides the services mentioned under V 1.1 with an overall availability of 98 %. The availability is calculated on the basis of the time allotted to the respective calendar year in the contractual period.
2.1) The orderer receives a changeable password for access to the Internet pages necessary for the operation of the REDDOXX products. With his password, the orderer has the possibility to manage the licences of the REDDOXX products and bears the sole responsibility for the changes made.
2.1) The orderer is obliged to change the password at regular intervals, but at least once a month. The password must have a minimum length of 8 characters and contain at least one letter and one number. The customer may only pass on the password to persons who have been authorised by him to access the storage space. If the password is entered incorrectly three times in succession, access to the Internet pages necessary for the operation of REDDOXX products is blocked to protect against misuse. The orderer will be informed about this. He will then receive a new password from REDDOXX.
3.1) REDDOXX can impose an access block if the orderer is in arrears with payments or uses the REDDOXX products contrary to the contractual regulations. Furthermore, REDDOXX can impose an access block if the orderer violates laws, official requirements or rights of third parties when using the REDDOXX products or by publishing on websites. This applies, for example, to the publication of pornographic or anti-constitutional content. The orderer has to indemnify REDDOXX from any claim by third parties including the costs caused by the claim.
4.1) The customer is responsible for the configuration. Malfunctions resulting from a faulty or incomplete configuration are not the responsibility of REDDOXX.
5.1) REDDOXX is entitled to adapt the hardware and software used to provide the services to the respective state of the art. If such an adaptation results in additional requirements in order to guarantee the performance of the services by REDDOXX, REDDOXX will inform the orderer of these additional requirements. The orderer will decide immediately after receipt of the notification whether the additional requirements are to be fulfilled and by when this will be done. If the orderer does not declare at the latest four weeks before the changeover date that he will adapt his technology to the additional requirements in time for the changeover, i.e. at the latest three working days before the changeover date, REDDOXX has the right to terminate the contractual relationship with effect from the changeover date.
6.1) The customer shall also ensure that programs, scripts or similar installed by him do not endanger the operation of the server or the communication network of REDDOXX. The orderer indemnifies REDDOXX from any claim by third parties for which he is responsible including the costs caused by the claim.
6.2) If programmes, scripts or similar installed by the orderer endanger or impair the operation of the server or the communication network of REDDOXX, REDDOXX can deactivate or uninstall these programmes, scripts etc.. If the elimination of the danger or impairment requires this, REDDOXX is also entitled to interrupt the connection to the Internet pages. REDDOXX will inform the orderer about this measure immediately.