The sale and delivery of hardware and software of CryptoSoft GmbH (hereinafter referred to as "Seller") takes place exclusively on the basis of these General Terms and Conditions for Sale and Delivery of Hard- and Software. These also apply to all future business relationships, even if they are not expressly agreed again. The customer’s terms and conditions, which may oppose, supplement or deviate from these shall not apply and are hereby expressly rejected.
Deviations from these Terms and Conditions for Sale and Delivery of Hard- and Software are only effective if they have been agreed in writing or confirmed in writing by the Seller.
2. Offers and contract
Offers are - also in brochures, advertisements, etc. - subject to change and non-binding. This also applies to the price information. Drawings, illustrations, dimensions, weights and other performance data are only binding if expressly agreed in writing. Changes in the course of technical progress remain reserved.
The buyer is bound to his order for four weeks. Orders require the written confirmation of the Seller for legal validity.
Collateral agreements, changes and additions are only effective with the written confirmation of the Seller. Employees of the Seller are not authorized to make verbal collateral agreements or verbal assurances that go beyond the content of the written contract.
The prices quoted by the Seller are - unless otherwise indicated - net prices without tax, subject to value added tax at the applicable statutory rate.
Freight costs, packaging costs, public duties and customs duties are additionally to be borne by the buyer, unless expressly agreed otherwise in writing between the parties.
If no other payment terms are agreed in writing, the Seller requires upfront payment. If there are more than four months between the conclusion of the contract and the delivery date, the prices valid at the time of delivery apply.
4. Delivery times
Delivery dates and periods require the written agreement to be effective and are always non-binding unless expressly agreed otherwise. All delivery dates are subject to correct and timely self-delivery. Partial deliveries are permitted.
5. Shipping and passing of risk
Shipment is at the risk and expense of the buyer. The risk passes to the buyer as soon as the consignment has been handed over to the person carrying out the transport or has left the Seller's warehouse for the purpose of dispatch.
If the shipment is delayed or made impossible through no fault of the Seller, the risk passes to the buyer with the dispatch of the notification of readiness for shipment to the buyer. Upon written request of the buyer, deliveries will be insured in his name and on his account.
6. Warranty and liability
Within the statutory warranty period, defective goods will be repaired to the exclusion of other warranty claims or replacement deliveries will be made at the discretion of the Seller. Multiple rework is permitted. Only in case of failed rectification other warranty claims can be asserted.
For the correctness and completeness of data in stored or printed form no guarantee can be given. If, however, a guarantee is assumed in an individual case by express written agreement, this only applies to the correctness of the data at the time of delivery.
The buyer must notify defects in writing immediately, at the latest within ten days after receipt of the goods. Hidden defects, which are not discovered within this period, must be reported immediately after discovery. Defective delivery items shall be sent by the buyer to the Seller at his own expense or made available for inspection.
A breach of the above obligations excludes any warranty claims against the Seller. The Seller is available to the buyer to the best of his knowledge to provide information and advice on the use of his products. However, he is only liable if a special fee has been agreed for this.
Claims for damages of any kind, for whatever legal reason are excluded, unless the damage is caused intentionally or through gross negligence. For damages for which the Seller is liable according to the above provision, the Seller's liability for compensation is limited to the purchase price.
If Buyer requires Warranty Services to be performed at a location specified by Seller, Seller may comply with such request and parts under warranty shall not be charged while working time and travel expenses shall be payable at Seller's standard rates. Failure to follow instructions for use or modifications to the products that do not conform to the original specifications will void any warranty.
For repair or replacement, the Seller is only obligated if the buyer has completely fulfilled his contractual obligations.
Claims that are directed against the Seller cannot be assigned without the written consent of the Seller and can only be asserted by the buyer.
7. Retention of title
Until the fulfillment of all claims, which are due to the Seller for any legal reason against the buyer now or in the future, the Seller reserves the ownership of the delivered goods (reserved goods).
The buyer is entitled to process or sell the reserved goods in the ordinary course of business, as long as he is not in default. Pledges or collateral assignments are inadmissible. The buyer hereby assigns all claims resulting from the resale or for any other legal reason (insurance, tort) with respect to the reserved goods (including all balance claims from current account) to the Seller in full. The buyer is already revocably authorized to collect the claims assigned to the Seller for his account in his own name. At the request of the Seller, the buyer must disclose the assignment, provide the necessary information and provide documentation. In the case of access by third parties to the reserved goods, the buyer must point out the Seller's property and notify the Seller immediately. Costs are paid by the buyer.
In case of breach of contract by the buyer - in particular default of payment - the Seller is entitled to take back the goods subject to retention of title and, if necessary, to demand assignment of the claims of the buyer against the third party. The withdrawal and the seizure of the reserved goods do not constitute a withdrawal from the contract.
Unless otherwise agreed in writing, the Seller's invoices are due for immediate payment without deductions. The Seller is entitled, despite contrary provisions of the buyer, first to offset payments against his older debts, to offset the payment first against the costs, then against the interest and finally against the principal claim. If the buyer is in default, the Seller is entitled to charge interest at the rate of 5% above the discount rate from the respective date. It is agreed that the Seller for each reminder, the costs of which are to be borne by the buyer, a lump sum reminder cost of 5.00 Euros. If the buyer fails to meet its payment obligations, or if the Seller becomes aware of other circumstances that call into question the creditworthiness of the buyer, the Seller is entitled to pay the entire remaining debt. Otherwise, the Seller is entitled in this case to demand advance payments or security payments.
The buyer is only entitled to set-off, retention or reduction, even if complaints of defects or counterclaims are asserted, if the counterclaims have been legally established or are undisputable.
9. Intellectual property rights
The buyer is obliged to inform the Seller immediately in writing if he receives knowledge of a violation of industrial property rights or copyrights by a product supplied by the Seller. The settlement of such claims and defense of the buyer against claims of the right holder is regulated by the Seller at his own expense, as far as the injury was caused directly by a product supplied by the Seller. The Seller is always endeavored to give the buyer the right to use the product. If this is not possible at economically reasonable conditions, the Seller is entitled to change the product in such a way that the property right is not violated or to take back the product and refund the purchase price less a compensation for use.
If the buyer has modified or integrated the product supplied by the Seller, or if the Seller has designed the product based on instructions of the buyer resulting in violations of protective legislation, the buyer is obliged to indemnify the Seller against claims of the owner of the injured right defend or release.
The Seller's programs and related documentation are for the purchaser's own use, which is granted a simple, non-transferable license. The buyer may not make any programs or documentation available to third parties without the prior written consent of the Seller. Copies may be made for archival purposes, as a substitute or for troubleshooting purposes, and no liability or reimbursement of expenses by the Seller for such copies is excluded. If originals bear a copyright notice, this buyer must also be attached to copies.
10. Fulfillment and jurisdiction
Place of fulfillment is Schwielowsee.
As far as the buyer belongs to the legal entities designated in $ 24 AGBG, Potsdam is agreed as place of jurisdiction.
All contractual relationships between the parties shall be exclusively governed by the law of the Federal Republic of Germany. This applies to these Terms and Conditions and the entire legal relationship between the Seller and the buyer.
11. Partial nullity
Should individual provisions in these Terms and Conditions be or become void, ineffective or contestable, this shall not affect the validity of all other provisions or agreements. The provisions concerned must be interpreted or supplemented in such a way that the intended economic purpose is achieved as accurately as possible in a permissible manner. This applies accordingly to gaps that need to be supplemented.
Schwielowsee, 01. February 2017
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