Terms and Conditions of VETTE EDV-Beratung & Entwicklung GmbH (subsequent referred to as VETTE-EDV)

§ 1 Scope

For all offers, deliveries and performances of VETTE-EDV, exclusively the following terms and conditions are decisive. Agreements deviating from these conditions are only effective if they are made in writing.

§ 2 Conclusion of contract

Offers from VETTE-EDV are without engagement and non-binding. A contract is concluded only with a written order confirmation or with the beginning of the execution of the order by VETTE-EDV.

§ 3 Performances

3.1 The performance is provided either by VETTE-EDV employees or by commissioned third parties (vicarious agents).

3.2 If required, the work will be carried out by the client, otherwise by VETTE-EDV. As far as the work is carried out at the client, the employees and vicarious agents of VETTE-EDV receive sufficient workplaces and work equipment.

3.3 VETTE-EDV   will provide the contracted performance according to the state of the art in accordance with the written assignment.

3.4 VETTE-EDV endeavours to achieve the possible quality and error-free performance result according to the state of the art.

§ 4 Change of task, disruptions in the provision of performances

4.1 If the client wants to change its task definition after the contract has been concluded, VETTE-EDV undertakes to agree to this, in so far as it is reasonable for VETTE-EDV. To the extent that the implementation of the change requests affects the contract, VETTE-EDV may require an appropriate adjustment of the order, in particular the increase of the remuneration or the postponement of deadlines.

4.2 Agreements on changes to the performance to be performed must be made in writing.

4.3 VETTE-EDV will assert claims immediately. The client will immediately object if he does not agree to such demands.

4.4 In so far as a cause such as force majeure, which VETTE-EDV is not responsible for, in particular strike or lockout, endangers adherence to deadlines, VETTE-EDV may require an appropriate postponement of the deadlines. If the effort increases and the cause lies in the client’s area of responsibility, VETTE-EDV can also demand remuneration for your additional effort.

§ 5 Delivery

5.1 Deviations of the delivered performance or goods from the offer documents are permissible, provided that they meet or contain the scope of the ordered performance or goods .

5.2 If a service is delayed beyond the time promised by VETTE-EDV, rights from this can only be asserted after a grace period of at least 30 days set by the client in writing.

5.3 After 30 days, the client is entitled to set a reasonable grace period in accordance with the statutory provisions, taking into account the 30 days already granted, with the declaration that he will refuse further delivery of performances after this period has expired. 

5.4 When goods or performances are issued for dispatch, the risk is transferred to the client. This also applies if VETTE-EDV bears the freight costs.

§ 6 Remuneration, Payments

6.1 Goods will be invoiced after delivery.

6.2 Unless otherwise agreed, performances will be remunerated according to expenditure. Hourly rates, expenses, travel and ancillary costs are based on the usual VETTE-EDV rates (list of prices and travel expenses). Travel time is not counted as working time. Rendered performances are billed monthly. They are recorded by VETTE-EDV in a daily list and presented as evidence.

6.3 If a performance is remunerated at a flat rate, this will be invoiced as follows, unless otherwise agreed:

– 50% with contract conclusion

– 40% with handing over

– 10% with purchase

Expenses, travel and ancillary costs are reimbursed separately.

6.4 All prices are exclusive of the applicable statutory value added tax.

6.5 Payments are due immediately after the invoice date and check without deduction.

6.6 The delivered goods remain the property of VETTE-EDV until they have been paid for in full. Pledging, security transfer or surrender of a delivered goods are not permitted to the client.

6.7 If the client defaults on payment, VETTE-EDV is entitled to charge default interest at a rate of 4% above the   discount rate of the German Federal Bank valid on the   invoice date.

The client’s right to use delivered performances or goods is suspended if the client is in default of payment.

§ 7 Warranty

7.1 VETTE-EDV guarantees that delivered goods and software, when used in accordance with the contract, are not affected by errors that negate or reduce their suitability compared to the service description of the goods. An insignificant reduction is not taken into account.

7.2 If errors occur during the statutory warranty period of 24 months from the date of delivery in the case of contractual use, the client shall immediately report them in a comprehensible form, stating the information appropriate for the detection of errors.

7.3 VETTE-EDV will endeavour to remedy the errors within a reasonable period of time or to provide replacement delivery. The client has to support VETTE-EDV within the scope of what is reasonable in eliminating errors.

7.4 The client can set a reasonable deadline for the elimination of errors. If it expires uselessly, the client can demand a reduction in payment or cancellation of the contract under the legal requirements.

§ 8 Disclaimer

8.1 The liability of the VETTE-EDV or its vicarious agents for damage or loss of assets (including lost profit) is excluded, unless the damage is caused by intent or a grossly negligent breach of contract by VETTE-EDV.

8.2 VETTE-EDV is also not liable for direct damage caused by an deployed employee and/or vicarious assistance to the customer, unless the damage is covered by liability insurance of the VETTE-EDV. 

8.3 In every case of damage in which VETTE-EDV is legally obliged to pay compensation, the sum of the compensation claims is limited to the order value.

§ 9 Confidentiality

9.1 VETTE-EDV undertakes to treat all knowledge of trade secrets and of designated information as confidential as part of the contractual relationship as confidential for an unlimited period of time.

9.2 VETTE-EDV will oblige its employees and vicarious agents that VETTE-EDV uses for the execution of the order to maintain the confidentiality described in § 9.1.

§ 10 Share ineffectiveness

Should a contractual provision be wholly or partially invalid, this shall not affect the validity of the contract. In place of the ineffective provision, an effective condition should apply that comes closest to the economic purpose of the provision.

§ 11 Jurisdiction

The place of jurisdiction in relation to full merchants is the seat of VETTE-EDV.

State: Mai 2011