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General Terms and Conditions of
Business – Software Purchase Agreement Synstral Business Software HB (as
of Feb 2010) |
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1. General Information – Scope of validity 1.1 These general terms and conditions of
business are applicable to our agreements regarding the sale of software. In
particular, the subject matter of these agreements is not the installation
and maintenance of software or the supply of hardware, unless agreed
otherwise. 1.2 The following general terms and conditions of
business are applicable to all agreements between us and the client. In each
case, the version applicable at the time of concluding the agreement is
authoritative. 1.3 Deviating, contradictory or supplementary
general terms and conditions of business shall not become a valid part of the
agreement, even if we are aware of these, unless we expressly consent to
their validity in writing. |
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2. Conclusion of the agreement/Delivery 2.1 Our offers are subject to change without
notice. The offer on our homepage or on our quotations is non–binding. We reserve the right to
make changes. The agreement with the client shall be effected only by the
declaration of acceptance by us (in electronic form or by e–mail as well) or
by the provision of services. 2.2 With the order, the client declares his
binding offer of agreement. We will immediately confirm receipt of the
client's order. The client must check to see that the software specifications
meet his goals and requirements before the agreement is concluded. 2.3 We are entitled to accept the offer of
agreement contained in the order within three (3) working days after receipt.
We are entitled to decline the order without providing any reasons. 2.4 The software may be obtained via download
only. |
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3. Retention of title/Utilization rights 3.1 We shall retain the title to the software
until complete payment of the purchase price. 3.2 We are authorized to withdraw from the
agreement and demand the return of the software if the client's conduct is
contrary to the terms of the agreement, especially in the case of delay in
payment. The client may also be obligated to delete the software and provide
proof of having done so. 3.3 The software is legally protected. We are
exclusively entitled to the copyright, patent rights, trademark rights and
all other ancillary copyrights to the software. The client may use the
software supplied on licensed workstations for his own purposes
(non–exclusive license). Copies of the software may be made if necessary for
its use in a given case. Necessary copies include the installation of the
software on the client disk as well as loading it thereafter into main memory
on the client hardware. In addition, the client is permitted to make a backup
copy. If the client changes the hardware installed, he is obligated to
uninstall the software from the hardware swapped out. The client is authorized to permanently transfer
the software to a third party, in the absence of good cause, if the third party
agrees to the validity of these general terms and conditions of business.
Thereupon, the client must transfer all copies of the software to the third
party and delete his own copies. The client's right to use the software
expires with the transfer of the software to the third party. In addition,
the client is obligated to provide us the full name and address of the third
party without being asked. Other acts of utilization and exploitation by the
client are not permitted. In particular, there shall be no assignment
whatsoever of additional copyright–protected utilization and exploitation
rights to the software (such as leasing, hiring out, distribution etc.)
and/or to the source code beyond the non–exclusive license. 3.4 The client is obligated to take appropriate
measures to prevent unauthorized third party access to the software
purchased. The client is entitled to change or edit the software for their
own use, but not for re-sale to a third party. Furthermore, changing or
removing the so–called copyright note and/or copy protection and the like is
prohibited. |
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4. Price/Payment 4.1 The price does not include statutory turnover
tax if due. 4.2 The client can make payment by credit card or
Paypal account only. |
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5. Passage of risk 5.1 The risk of accidental loss and accidental
deterioration of the software sold shall pass to the client upon delivery of
the software. 5.2 Default of acceptance on the part of the
client shall be equivalent to delivery. |
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6. Warranty 6.1 Legal warranty law on the sale of goods shall
apply unless provided otherwise below. 6.2 It is pointed out that software errors cannot
be ruled out under all conditions of use given the state of the technology.
The quality of the software is standard for software of this kind and is as
agreed upon. The software meets the requirements for ordinary use as set out
in the agreement. It is, however, not error–free, which is normal. A
functional impairment of the software resulting from hardware defects, environmental
conditions, faulty operations etc. is not a defect. 6.3 Public statements regarding technical data,
specifications and performance figures, especially in advertising, are not a
specification of the quality of the software. 6.4 The client shall test the software supplied
within two (2) weeks after delivery, particularly with respect to
completeness and functional capability. We must be notified in writing of any
errors identified or readily identifiable through the testing within one (1)
week thereafter. Otherwise the software will be considered to be in
conformity with the agreement. An exact description of errors must be
included. Apart from that, the client is obligated to report any defects
within two (2) weeks after first encountering them. Otherwise the software
will be considered to be in conformity with the agreement. It is the client's
responsibility to guarantee an operational working environment for the
software. 6.5 In case of defects as to quality, we may
first effect subsequent performance. We shall have the option of effecting
the subsequent performance through repair (remedying the defect) or a
substitute delivery. 6.6 Should subsequent performance fail, the
client shall have the basic option of demanding a reduction of the payment (decrease)
or rescission of the agreement (revocation) or damages in place of service.
If the client chooses damages in place of service, the limitations on
liability as laid down in the following paragraphs shall apply. In case of
slight defects, the client shall not be entitled to a right of revocation.
Should the client elect to revoke the agreement after subsequent performance
fails on account of a defect of title or a defect as to quality, he shall not
additionally be entitled to damages based on the defect. The client is not
entitled to revoke the agreement for a breach of duty contained in a defect
that is beyond our control. 6.7 We can refuse to remedy the defect till the
client makes complete payment. 6.8 The client shall provide us support in the
identification and remedying of defects. 6.9 The warranty is valid for one (1) month from
the date of delivery. 6.10 Our warranty does not cover defects caused
by external factors or by non–compliance with conditions of utilization. The
warranty becomes void if the client modifies the software himself or has it
modified by a third–party without our permission. 6.11 We shall be entitled to service charges and
expense reimbursement at the standard hourly rate if an alleged defect cannot
be assigned to an obligation arising out of our warranty after appropriate
testing. |
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7. Liability 7.1 We are liable to the following extent only,
regardless of the legal ground: – In case of gross negligence and negligent breach
of a substantial duty (cardinal duty), we are liable only to the extent of
the typical damages foreseeable at the time of concluding the agreement. – We are not liable for slightly negligent
breaches of negligible contractual duties. – We are not liable for the loss of data and/or
programs, databases etc. through the installation of the software, especially
if the loss is due to the client's omission to use anti–virus software or
implement backup strategies to ensure the restoration of lost data. The plea
of comparative negligence on the part of the client remains open to us. 7.2 The limitations on liability do not apply to
claims arising out of product liability and to personal injury, injury to
health or loss of life attributable to us. Statutory regulations shall apply
in these cases. 7.3 In any case, liability shall be restricted to
a maximum of the purchase price. 7.4 We are not responsible for the third party
contents of any websites to which we provide access via links. We do not
adopt the third–part contents. We will immediately disable links to any
external sites if it comes to our notice that their contents are unlawful. 7.5 War, civil war, export restrictions and trade
restrictions due to a change in political circumstances as well as strikes,
lockouts, operational disturbances, reduction of operations and other such
events that make the performance of the agreement by us impossible or
unreasonable shall be considered as force majeure and shall release us from
the performance of the agreement for the duration of their occurrence. The
parties to the agreement are obligated to inform each other about these
events and to adjust their obligations to the changed circumstances in good
faith. |
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8. Data protection The client explicitly consents to the gathering,
processing and use of personal data for the purpose of executing the order.
The relevant statutory data protection regulations shall be complied with. |
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9. Final provisions 9.1 Should a term be or become invalid, the
remaining terms shall remain valid. The ineffective term shall be replaced by
an effective term coming closest to the ineffective term in the economic
sense. 9.2 Amendments and supplements to these general
terms and conditions of business are effective only if confirmed in writing
by us. This applies to the amendment and revocation of this written form
requirement as well. 9.3 Swedish law shall apply exclusively to all
legal relations between the client and us to the exclusion of the United
Nations Convention on Contracts for the International Sale of Goods even if
the client has his company headquarters abroad. |
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Terms and Conditions of
Business for Software Sales |
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All rights reserved worldwide © 2009-2010 Synstral Business Software HB, Storegårdsvägen 2, 534 94 Vara, Sweden |
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Registered
in Sweden, No. 969739-9856, EU VAT number SE969739985601 |
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