Common General Terms and Conditions
in commercial business transactions
(AGB – B 2 B, as of 01.01.2019)
of KOMDRUCK AG, Auf der Binn 7 – 9 in 64658 Fürth (Odenwald),
hereinafter referred to as KOMDRUCK.
The following GTC apply to all contractual relationships of KOMDRUCK with entrepreneurs (hereinafter: customer) in the following sense, unless otherwise agreed in individual contracts. Deviating, conflicting or supplementary general terms and conditions of the customer shall not become part of the contract, even if they are known, unless KOMDRUCK expressly agrees to their validity in writing.
Entrepreneurs within the meaning of these GTC are natural or legal persons or partnerships with legal capacity with whom business relationships are entered into and who act in the exercise of a commercial or independent professional activity. Entrepreneurs within the meaning of these GTC are also treated as such: Legal entities under public law (i.e. in particular all corporations, institutions under public law and foundations under public law such as cities/municipalities, districts, federal states or federal/state institutions or agencies as well as the Federal Republic of Germany) as well as special funds under public law.
The GTC shall apply to all current and future business relationships in their current version in all further contracts with the customer after initial inclusion, even if no express new inclusion is made in the individual further conclusion of a contract. The customer is entitled at any time to request a current version of the GTC in writing from KOMDRUCK in the form of a durable data carrier with a dated PDF file or to download it from the current Internet address (currently: www.komdruck.de).
2. Conclusion of contract, right to partial performance
KOMDRUCK’s offers are subject to change. The selection of another manufacturer with comparable or only insignificantly different performance, other technical changes as well as changes in shape, color and / or weight remain reserved within reasonable limits.
With the order, the customer makes a binding declaration that he wishes to purchase the ordered goods. KOMDRUCK is entitled to accept the contractual offer contained in the order within two weeks of receipt by KOMDRUCK. Acceptance can be declared in text form or by delivery of the goods to the customer.
If the customer orders a service electronically, KOMDRUCK will confirm receipt of the order without delay. The confirmation of receipt does not constitute a binding acceptance of the order. The confirmation of receipt can be combined with the declaration of acceptance.
The conclusion of the contract is subject to correct and timely delivery by KOMDRUCK’s suppliers. Unless expressly agreed otherwise, KOMDRUCK is in particular entitled to make partial deliveries or render partial services and to invoice them, provided this is reasonable for the customer. This only applies in the event that KOMDRUCK is not responsible for the non-delivery, in particular if a congruent hedging transaction has been concluded with KOMDRUCK’s supplier. The customer shall be informed immediately of the non-availability of the service. The consideration will be refunded immediately if the customer justifiably declares withdrawal from the contract in accordance with these GTC.
If the customer orders a service electronically, the text of the contract will be saved by KOMDRUCK and sent to the customer on request together with these GTC in the form of a dated PDF file by e-mail.
Employees or subcontractors of KOMDRUCK are not authorized to agree collateral agreements to concluded contracts or to declare assurances, unless prior written consent has been given to the person or company concerned.
KOMDRUCK may transfer individual contractual obligations to third parties.
3. Retention of title
The delivery item remains the property of KOMDRUCK until all claims to which KOMDRUCK is entitled from the business relationship have been fulfilled.
The customer is permitted to process or transform the delivery item (“processing”). The processing is carried out for KOMDRUCK; however, if the value of the delivery item belonging to KOMDRUCK is lower than the value of the goods not belonging to KOMDRUCK and/or the processing, KOMDRUCK acquires co-ownership of the new goods in the ratio of the value (gross invoice value) of the processed delivery item to the value of the other processed goods and/or the processing at the time of processing. Insofar as KOMDRUCK does not acquire ownership of the new goods in accordance with the above, KOMDRUCK and the customer agree that the customer shall grant KOMDRUCK co-ownership of the new goods in the ratio of the value (gross invoice value) of the delivery item belonging to the customer to that of the other processed goods. The preceding sentence applies accordingly in the event of inseparable mixing or combination of the delivery item with goods not belonging to KOMDRUCK.
Insofar as KOMDRUCK acquires ownership or co-ownership under this provision, the customer shall store the goods for KOMDRUCK with the care of a prudent businessman. In particular, the customer is obliged to treat the goods with care, to employ sufficiently qualified personnel to operate them, to observe the application and operating instructions supplied and to carry out the necessary maintenance, servicing and inspection work, including spare parts, regularly at its own expense, and to notify KOMDRUCK immediately of any damage to or destruction of the goods. The customer must notify KOMDRUCK immediately of a change of ownership or a change of residence or place of business. The obligation to notify expires upon expiry of the retention of title.
In the event of the sale of the delivery item or the new goods, the customer hereby assigns to KOMDRUCK by way of security his claim against his buyer arising from the resale, together with all ancillary rights, without the need for any further special declarations. The assignment applies including any balance claims. However, the assignment shall only apply to the amount corresponding to the price of the delivery item invoiced by KOMDRUCK. The portion of the claim assigned to KOMDRUCK is to be satisfied with priority.
If the customer combines the delivery item or the new goods with real property, he also assigns his claim to which he is entitled as remuneration for the combination in the amount corresponding to the price of the delivery item invoiced by KOMDRUCK, without the need for further special declarations.
Until revoked, the customer is authorized to collect the claims assigned to KOMDRUCK in accordance with this provision (retention of title). The customer shall immediately forward to KOMDRUCK any payments made on the assigned claims up to the amount of the secured claim. In the event of legitimate interests, in particular default of payment, suspension of payment, opening of insolvency proceedings, protest of a bill of exchange or justified indications of over-indebtedness or imminent insolvency of the customer, KOMDRUCK is entitled to revoke the customer’s authorization to collect. In addition, KOMDRUCK may, after prior warning and subject to a reasonable period of notice, disclose the assignment by way of security, realize the assigned claims and demand disclosure of the assignment by way of security by the customer to the purchasers.
If a legitimate interest is substantiated, the customer must provide KOMDRUCK with the information required to assert its rights against the customer and hand over the necessary documents.
During the existence of the retention of title, the customer is prohibited from pledging or transferring ownership by way of security. In the event of seizure, confiscation or other dispositions or interventions by third parties, the customer must notify KOMDRUCK immediately. The resale of the delivery item or the new goods is permitted to resellers in the ordinary course of business and only under the conditions that payment of the equivalent value is made to the customer. The customer must also agree with the purchaser that the purchaser acquires ownership only with this payment.
If the realizable value of all security interests to which KOMDRUCK is entitled exceeds the amount of all secured claims by more than 10%, KOMDRUCK will release a corresponding part of the security interests at the customer’s request. It is presumed that the conditions of the preceding sentence are fulfilled if the estimated value of the securities to which KOMDRUCK is entitled reaches or exceeds 150% of the value of the secured claims. KOMDRUCK is entitled to choose between different security interests for the release.
In the event of breaches of duty by the customer, in particular default of payment, KOMDRUCK is entitled, even without setting a deadline, to demand the return of the delivery item or the new goods and/or – if necessary after setting a deadline – to withdraw from the contract; the customer is obliged to return the goods. The demand for return of the delivery item/new goods does not constitute a declaration of rescission by KOMDRUCK, unless this is expressly declared.
Offered purchase prices are only binding for a limited period after the validity period of the respective offer and are generally subject to statutory VAT, which is shown separately in the offer and invoice.
In the case of mail order purchases, the purchase price is subject to a flat-rate shipping fee in accordance with KOMDRUCK’s current price list. The customer may request access to the price list at any time in accordance with the provisions applicable to these GTC in Section 1.
Unless otherwise agreed, the customer undertakes to pay the remuneration within 20 days of receipt of the service. After expiry of this period, the customer shall be in default of payment.
Discounts are only granted after prior individual agreement.
During the period of default, the entrepreneur shall pay interest on the debt at a rate of 10 percentage points above the prime rate. The customer is permitted to prove that the damage is not higher than 8 percentage points above the base interest rate. KOMDRUCK is permitted to prove that a higher loss has been incurred.
The customer has a right of set-off only if his counterclaims have been legally established or recognized by KOMDRUCK. The customer may only exercise a right of retention if his counterclaim is based on the same contractual relationship.
5. Transfer of risk
Default of acceptance The risk of accidental loss and accidental deterioration of the goods shall pass to the buyer upon handover, in the case of sale by dispatch upon delivery of the goods to the forwarding agent, carrier or other person or institution designated to carry out the shipment.
If the buyer is in default of acceptance, this shall be deemed equivalent to handover.
For the duration of the customer’s default of acceptance, KOMDRUCK is entitled to store delivery items at the customer’s risk and expense. KOMDRUCK may also use a forwarding agent or a warehouse keeper for this purpose. For the duration of the delay in acceptance, the customer must pay a flat rate of 1% of the purchase price per week as compensation for storage costs incurred, unless the customer can prove that lower costs were incurred. KOMDRUCK is entitled to claim higher costs from the customer upon proof.
If the customer allows a reasonable grace period set for acceptance of the service to elapse without justification, whether by express refusal or by silence in response to the request for acceptance, KOMDRUCK is entitled to withdraw from the contract and to claim damages for non-performance at its discretion in the amount of 20% of the agreed remuneration, unless the customer proves that the damage incurred was lower. KOMDRUCK is entitled to claim higher damages from the customer upon proof. In all other respects, the provisions of §§ 280 ff. BGB remain unaffected.
Claims for defects shall not exist in the case of only insignificant deviations from the agreed quality or in the case of only insignificant impairment of usability.
If KOMDRUCK is liable for defects, KOMDRUCK shall initially provide warranty by repair or replacement at its discretion.
The customer’s request for subsequent performance must be made in writing. KOMDRUCK shall be granted a reasonable period – at least 7 working days – for subsequent performance. If the delivery / service is to be rectified, the rectification shall only be deemed to have failed after the second unsuccessful attempt. If the subsequent performance fails, the customer shall be entitled to reduce the price or – if a construction service is not the subject of the liability for defects – to withdraw from the contract at his discretion. However, the customer shall not be entitled to withdraw from the contract if the breach of contract is only minor. The statutory cases of the dispensability of setting a deadline, the application of §§ 478, 479 BGB (entrepreneur’s right of recourse) and the customer’s right to claim damages within the scope of these GTC remain unaffected.
The customer shall bear the expenses necessary for the purpose of subsequent performance insofar as they are increased by the fact that the deliveries or services are taken to a place other than the customer’s branch office (unless the transfer corresponds to their intended use). The application of § 478 BGB (entrepreneur’s right of recourse) remains unaffected. Without prejudice to further claims of KOMDRUCK, the customer shall reimburse KOMDRUCK for the expenses incurred for the inspection and – if requested – for the elimination of the defect in accordance with the current price list of KOMDRUCK in the event of an unjustified notification of defects.
As part of the supplementary performance, the customer must immediately provide KOMDRUCK with a suitable online connection to the object of the delivery or service and, if necessary, further to its IT system at its own expense for the purpose of diagnosis and troubleshooting, in particular for the installation of software updates. The customer must also comply with reasonable instructions from KOMDRUCK to circumvent the problem. These already constitute the elimination of the defect if, upon compliance, only a minor impairment within the meaning of paragraph 1 remains; otherwise, reasonable workaround measures extend the rectification period for KOMDRUCK to a reasonable extent.
If the goods are sent back to KOMDRUCK for the purpose of subsequent performance, the customer must obtain shipping instructions from KOMDRUCK prior to shipment – in particular for proper shipment and packaging to avoid damage to the goods – and send the subject matter of the contract to KOMDRUCK in accordance with these instructions. If rectification of defects is desired at the place of use, travel costs and expenses shall be borne by the customer. Assembly or other consequential costs incurred as a result of the defect will not be reimbursed, unless there is a breach of duty for which KOMDRUCK is responsible.
Natural wear and tear or intended wear and tear or consumption, e.g. of ink ribbons, ink cartridges / heads or feed rollers, is not covered by the warranty, nor is damage caused by improper handling by the customer.
Sections §§ 377, 378 HGB (German Commercial Code) apply with the proviso that obvious defects, incompleteness of the delivery including the user manual and transport damage must be reported to KOMDRUCK in writing within a period of two weeks from receipt of the goods; otherwise the assertion of warranty claims is excluded. Timely dispatch is sufficient to meet the deadline. The customer bears the full burden of proof for all claim requirements, in particular for the defect itself, for the time of discovery of the defect and for the timeliness of the notice of defect.
If the customer chooses compensation for damages after subsequent performance has failed, the goods shall remain with the customer if this is reasonable. Compensation shall be limited to the difference between the purchase price and the value of the defective item. This does not apply if KOMDRUCK has maliciously caused the breach of contract.
In principle, only the manufacturer’s product description shall be deemed agreed as the quality of the goods. Public statements, promotions or advertising by the manufacturer do not constitute a contractual quality specification. Products and services purchased via KOMDRUCK are intended for normal commercial use in accordance with the operating instructions and in particular not for use in or with critical safety systems (e.g. alarm or fire alarm systems), nuclear facilities or medical devices with a life-sustaining function. No liability is assumed for use in these areas, unless KOMDRUCK is guilty of intent or gross negligence or breach of a cardinal obligation; in all other respects, Section 8 of these GTC applies.
Compliance with occupational health and safety regulations, in particular the establishment of suitable workstations, is neither owed nor checked by KOMDRUCK, but is the responsibility of the customer.
The freedom from defects of software is guaranteed in accordance with the following provision: The software is programmed in accordance with the recognized rules of the art of programming and the current state of the art at the time the contract is concluded. However, the contracting parties agree that it is not possible to completely exclude errors in data processing programs under all application conditions according to the state of the art. Relevant errors that trigger warranty claims are therefore only those that lead to the computer system not fulfilling one of its defined tasks in such a way that the result corresponds to the quality customary in trade. Irrespective of this, errors within the meaning of this provision are all syntactical and logical errors in the program, provided they do not significantly impair the use of the system.
If the customer receives faulty assembly or installation instructions, KOMDRUCK is only obliged to supply faultless assembly or installation instructions and only if the fault in the assembly or installation instructions prevents proper assembly or installation.
The customer does not receive any guarantees in the legal sense from KOMDRUCK. Manufacturer warranties remain unaffected by this.
KOMDRUCK is entitled to remove the original serial number from the subject matter of the contract and to affix its own serial number. In this case, the original serial number is noted in the user manual and in a database at KOMDRUCK.
Warranty claims by KOMDRUCK are also excluded if the customer
- provides incorrect or incomplete information when drawing up a specification sheet or specifications for the creation of interface programming and the defect is based on this, or
- does not cooperate to a reasonable extent in rectifying the defect, in particular does not report the defect in a comprehensible form, stating the information useful for identifying the defect immediately after it occurs, or
- makes changes or interventions in the system which KOMDRUCK has not previously approved or does not follow the operating or maintenance instructions of KOMDRUCK or the manufacturer; in this case, the customer bears the burden of proof that the defect would also have existed without the changes, interventions or non-compliance with the instructions.
Section 14. of the GTC shall also apply to liability for defects of title.
7. Limitation period for claims due to defects in deliveries and services
The limitation period for claims and rights due to defects in work services / purchase contracts – regardless of the legal basis – is one year for deliveries / services of new items and six months for used items. However, this does not apply in the cases of § 438 Para. 1 Br. 1 BGB (defects of title in immovable objects), § 438 Para. 1 No. 2 (buildings, objects for buildings), § 479 Para. 1 BGB (right of recourse of the contractor) or
§ Section 634 a (1) no. 2 BGB (buildings or work, the success of which consists in the provision of planning or monitoring services for this). The cases excluded in the above sentence 2 are subject to a limitation period of three years (one year for used items).
The limitation periods according to the preceding paragraph also apply to all claims for damages against KOMDRUCK that are related to the defect – regardless of the legal basis of the claim. Insofar as claims for damages of any kind exist against KOMDRUCK that are not related to a defect, the limitation period of the preceding paragraph, sentence 1, applies to them.
However, the limitation periods according to the above paragraphs shall apply with the following proviso:
- a) The limitation periods generally do not apply in the case of intent or fraudulent concealment of a defect, or insofar as KOMDRUCK has assumed a guarantee for the quality of the delivery item.
- b) The limitation periods shall also not apply to claims for damages in the event of a grossly negligent breach of duty in the event of culpable breach of material contractual obligations, in the event of culpably caused injury to life, limb or health or in the event of claims under the Product Liability Act. The limitation periods for claims for damages also apply to the reimbursement of futile expenses.
The limitation period for all claims shall commence upon delivery, in the case of work performance upon acceptance.
Unless expressly stipulated otherwise, the statutory provisions on the commencement of the limitation period, suspension of expiry, suspension and recommencement of time limits shall remain unaffected.
A change in the burden of proof to the detriment of the customer is not associated with the above provisions.
8. Limitations of liability
KOMDRUCK is liable in cases of intent or gross negligence on the part of KOMDRUCK or a representative or vicarious agent as well as in cases of injury to life, limb or health in accordance with the statutory provisions. In cases of gross negligence, KOMDRUCK’s liability is limited to the foreseeable damage typical for the contract, unless another of the exceptional cases listed in p. 1 or p. 3 of this paragraph applies at the same time. Otherwise, KOMDRUCK shall only be liable under the Product Liability Act or for culpable breach of material contractual obligations or insofar as KOMDRUCK has fraudulently concealed the defect or has assumed a guarantee for the quality of the delivery item. However, the claim for damages for the breach of essential contractual obligations is limited to the foreseeable damage typical for the contract, unless another of the exceptional cases listed in p. 1 or p. 3 of this paragraph applies at the same time.
The provisions of the previous paragraph apply to all claims for damages (in particular damages in addition to performance and damages instead of performance), regardless of the legal basis, in particular due to defects, the breach of obligations arising from the contractual relationship or from unlawful acts. They also apply to the claim for reimbursement of wasted expenses.
Claims arising from KOMDRUCK’s breach of duty in the event of data loss or falsification are also excluded if the customer has failed to take reasonable data backup measures such as regularly making backup copies or using current virus protection software as well as regularly checking the functionality of the data backup. The customer bears the burden of proof that the defect would have led to data loss or corruption even if the aforementioned data backup had been used.
The customer’s claims for damages due to a defect expire one year after delivery of the goods. This does not apply if KOMDRUCK can be accused of gross negligence, as well as in the case of physical injury or damage to health attributable to KOMDRUCK or in the event of loss of life of the customer.
If acceptance or partial acceptance has been agreed, the following acceptance surrogates also apply in particular:
- The entrepreneur uses the system or program within 2 weeks of handover without having fulfilled his obligations to give notice of complaints in accordance with Section 6 of the General Terms and Conditions
- The customer intervenes in the system without the consent of KOMDRUCK
10. Customer participation
To the extent that installation, functional testing, handover and training are owed by KOMDRUCK, the customer will support KOMDRUCK to the extent necessary, in particular by providing access to the business premises and the necessary information and documents, as well as by creating the spatial, technical and other facilities for installation and up to the delivery date Installation and connection requirements required for operational readiness.
11. Rental agreements
The provisions of these General Terms and Conditions, in particular the above paragraphs 6-10, apply accordingly to rental agreements, unless otherwise stipulated below or in an individual contract:
The place of performance is the tenant’s registered office.
Moving the rental item to another location requires the consent of KOMDRUCK. Consent for a shipment to an installation site within the Federal Republic of Germany may only be refused if there is an important reason for this. The transfer of use to third parties requires approval in accordance with Section 540 of the German Civil Code (BGB); Section 540 Paragraph 1 Sentence 2 BGB does not apply.
The regulation in Section 3 Paragraph 2 of the General Terms and Conditions applies accordingly to the treatment of the rental item.
The customer must take out liability and fire insurance for the rental property.
The tenant is not entitled to dispose of the rental property. He keeps him free from any kind of burden and informs KOMDRUCK in writing about any access by third parties.
When sending the rental item, the tenant must secure the evidence and assigns any recourse claims to KOMDRUCK by handing over the documents. KOMDRUCK accepts the assignment. A rent reduction in accordance with Section 536 of the German Civil Code (BGB) and compensation for initial material and legal defects are excluded.
In the event of termination for good cause, the terminating party must be compensated for the damage caused by the termination.
At the end of the rental agreement, regardless of the reason, the tenant will dismantle the rental item, including all documents and accessories owned by KOMDRUCK, at his own expense and risk and hand it over to a person to be designated by KOMDRUCK in the condition that corresponds to the contractual use Domestic address to be delivered. If KOMDRUCK does not provide an address, delivery must be made to KOMDRUCK’s headquarters.
The provisions of these General Terms and Conditions, in particular the above paragraphs 6-11, apply to leasing relationships in which KOMDRUCK is the lessor and the customer is the lessee, unless otherwise stipulated below or in the individual contract:
KOMDRUCK undertakes to leave the delivered leasing item with the customer during the leasing term. The customer undertakes to make the agreed payments (leasing price). These are the leasing installments and any additional payments at the start of use and at the end of the agreed fixed leasing term. The special leasing payment is due as a one-off payment at the start of use; it is part of the leasing price, not a deposit. The leasing installments are payable on the 1st of each following month. KOMDRUCK is entitled to adjust the leasing price at its reasonable discretion in the event of changes to the capital market interest rate on which the leasing price is based or in the event of changes to tax and duty law or the relevant administrative procedures (§ 315 BGB).
Restrictions and loss of usability – also due to legal regulations – generally do not affect the obligation to pay the leasing price.
If maintenance or similar is not possible or does not make economic sense, the leasing contract will be terminated, whereby the customer must place KOMDRUCK in the same position as KOMDRUCK would have been if the leasing contract had expired undisturbed. The customer must therefore pay in particular all outstanding leasing installments, any agreed final payment and any early repayment penalty. These payment obligations are reduced by advantages arising at KOMDRUCK, in particular interest rate advantages (discounting), compensation payments from third parties, in particular insurers, and any proceeds from the sale of the leased item, if necessary reduced by any realization costs incurred.
The customer bears the risk of loss or total or partial damage to the leased item. This also applies in the event of force majeure and transfer to third parties. The customer must notify KOMDRUCK in writing of the occurrence of such an event immediately after becoming aware of it. In the event of loss or total damage, the contractual partners agree to cancel the leasing contract. The customer must pay an amount as regulated in the previous paragraph. In the event of partial damage, the customer is obliged to carry out maintenance at his own expense.
The leasing contract can be terminated for important reasons within the control of the other contractual partner. In particular, KOMDRUCK can terminate without notice if the customer is in arrears with the fulfillment of an amount amounting to more than one leasing installment or is in arrears with another payment obligation for more than two months, if the customer has provided incorrect information about his financial circumstances or if compulsory enforcement measures are taken against it is initiated or insolvency proceedings have been applied for or opened or accepted bills of exchange or checks are subject to protest.
Unless other provisions are expressly agreed in the leasing contract, the restriction and loss of the possibility of use do not entitle the customer to terminate the leasing contract.
For leasing contracts with consumers, Sections §§ 491 ff. BGB, in particular the regulation on termination due to late payment in Section § 498 BGB, apply accordingly.
The customer’s right to purchase the leasing item after the leasing contract has expired must be agreed in the individual contract.
13. Additional contracts
The provisions of these General Terms and Conditions, in particular the above paragraphs 6-10. apply accordingly to additional contracts, unless otherwise stipulated below:
To the extent that services are not already contractually owed through a purchase, rental, leasing or maintenance agreement, KOMDRUCK will provide additional services to the extent possible, which must be paid for in accordance with the applicable price and expense list. The customer is entitled at any time to request a current version of the list in the form of a durable data carrier with a dated PDF file or in writing from KOMDRUCK.
The following regulations apply in service/maintenance contracts:
- Services are provided during the service standby hours from Monday to Friday between 8:00 a.m. and 5:00 p.m., excluding public holidays, at no additional cost.
- All parts replaced free of charge become the property of KOMDRUCK. The parts used may be new or as good as new.
- The following services and spare parts are not owed by KOMDRUCK: Maintenance of the machines by personnel external to KOMDRUCK; Use of materials, accessories and additional equipment that do not correspond to KOMDRUCK’s specifications; Failure or fluctuations in the power supply, due to incorrect manipulation or other influences outside the normal use of the machines as well as cases of force majeure; also wearing parts such as ink ribbons, print heads in matrix printers, ink heads in inkjet printers, print ribbons in ribbon printers and consumables (e.g. toner, ink, drum, developer, fixing unit); as well as work that is necessary in connection with a change of location of the subject matter of the contract.
14. Confidentiality, copyrights, mutual fiduciary duties, mention of references
The contracting parties mutually undertake to maintain the secrecy of all trade secrets acquired before and during the term of the contractual relationship, i.e. all information that is clearly worthy of protection, even if it is not expressly marked as confidential. The contracting parties also impose this obligation on all employees and employees of their affiliated companies, as well as freelance employees and consultants. Any further confidentiality obligation arising from legal regulations, in particular the BDSG, remains unaffected by this. KOMDRUCK is entitled to store and use customer data in accordance with the BDSG to the extent that this is necessary to carry out the contractual relationship. The customer acknowledges and agrees that KOMDRUCK stores his personal data for the purpose of executing the contract, transmits it to third parties for the purpose of refinancing, changes it and deletes it.
KOMDRUCK is entitled to advertise or publicly announce that work is being carried out for the customer.
The copyright to the code created when adapting interfaces and other individual programming remains entirely with KOMDRUCK. However, the customer receives a simple, unlimited, non-exclusive and non-transferable right of use to the machine code handed over.
The following regulations apply to software not created by KOMDRUCK itself, especially when purchasing licenses for standard software: The customer receives unlimited, non-exclusive permission to use the software. In addition, any restrictions imposed by the software manufacturer also apply to KOMDRUCK’s relationship with the customer.
When providing software of any kind to the customer, the following also applies:
- The granting of usage rights to third parties is only permitted if KOMDRUCK gives its prior written consent and the third party acknowledges all of the customer’s obligations towards KOMDRUCK. If the hardware is changed or transferred to a third party, the software must be completely deleted from the previously used hardware. Using the software on more workstations than contractually agreed, especially if no multi-user license (= network license) has been purchased, is not permitted and entitles KOMDRUCK to withdraw from the contract. The customer then releases the purchased software package and pays the resulting license fee in the amount of the price for a single-user license for each workstation used without authorization, plus interest of 10% per year on the price due from use. Further compensation for damages based on proof from KOMDRUCK is not excluded, nor is the customer’s proof that lesser damage has been incurred.
- The software is protected by Sections 69 a ff. of the Copyright Act. KOMDRUCK does not transfer any usage or exploitation rights to the customer that go beyond the use of the software package received. Any further use and exploitation, but also modification, processing and reproduction as well as any type of error elimination is punishable and in breach of contract and obliges the customer to pay compensation. The customer may only decompile, test, examine and copy programs within the scope of Sections 69 g Para. 2, Para. 3 69 e UrhG. Any type of programming activity that goes beyond the permissions of §§ 69 a ff. UrhG, such as further data-related adaptation of the program to the customer’s intended use, as well as further development of the software, is carried out exclusively by the manufacturer of the software. The customer can use the existing functions of the software without restriction and adapt them to their operational needs. The customer does not remove or change copyright notices, serial numbers or other features identifying the software and manufacturer.
KOMDRUCK assures that it is entitled to dispose of the rights to the software it distributes alone or in connection with hardware. In particular, KOMDRUCK guarantees that the contractually agreed transfer of usage rights does not violate the personal rights of third parties, other rights of third parties or any laws. If the contractually agreed transfer of the rights of use violates such rights or laws, KOMDRUCK is liable for this defect in accordance with Sections 6-12 of these General Terms and Conditions. The customer will inform KOMDRUCK immediately if third parties assert any violations of their rights. KOMDRUCK will only assume any legal costs incurred by the customer if the assumption is made in coordination with KOMDRUCK or if these represent claims for damages for which KOMDRUCK is liable in accordance with these General Terms and Conditions.
The customer guarantees that any changes to software and hardware products that he specifies or makes himself do not violate the personal rights of third parties, other rights of third parties or laws. If there is nevertheless a legal violation, the customer releases KOMDRUCK from any claims by third parties.
The contracting parties undertake to be loyal to one another. In particular, it is prohibited to poach, hire or otherwise employ employees of the other party who were involved in the execution of the contract before two years after the end of the cooperation.
15. Final provisions
The law of the Federal Republic of Germany. The provisions of the UN Convention on Contracts for the International Sale of Goods do not apply.
Changes to contracts, including this written form requirement, must be in writing.
If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract is the registered office of KOMDRUCK. The same applies if the customer does not have a general place of jurisdiction in Germany or if his place of residence or habitual residence is not known at the time the action is filed.
If individual provisions of the contract with the customer, including these General Terms and Conditions, are wholly or partially ineffective, this will not affect the validity of the remaining provisions. The fully or partially ineffective regulation should be replaced by an effective regulation whose economic success comes as close as possible to that of the ineffective regulation.