CargoSoft GmbH
General Trading Terms and Conditions
The following General Trading Terms and Conditions are applicable for agreements made with companies, public legal persons and public legal and special sector funds.
1) Other deviating agreements
We do not accept any other deviating terms and conditions of the customer.
Any alterations of these terms and conditions require our express acceptance in writing
to be legally enforceable.
2) Quotations and conclusion of agreement
a) Quotations are prepared by us as exactly as possible. However, we reserve the right
for later alterations and amendments
b) Any statements made in printed matter about weight and measurements are approximate
values, unless such values have been guaranteed in writing.
c) In the case where we have confirmed orders in writing, the contents of this confirmation
of the contract and the scope of delivery shall be legally binding.
d) Any subsidiary agreements and verbal declarations incl. agreements and guarantees
of our employees shall only become part of the contract if confirmed in writing. The
power of attorney to grant guarantees and agreements shall be limited to the managing
director, authorised signatory and business agents.
3) Prices
Our prices are quoted in € plus Value Added Tax.
4) Terms of delivery
Our terms of delivery shall only be binding after expressconfirmation in writing, since
our staff are not authorised to grant verbal delivery agreements. The terms of delivery
shall only be binding with the reservation that
– we have been supplied correctly and on time,
– unexpected events including industrial action, lock- outs and Acts of God do not
hinder the fulfilment of our obligations,
– the customer has fulfilled his participation obligations on time (provision of required
documents, information and similar).
5) Warranty
a) In the case of the sale of faulty goods or work we shall be obliged to carry out a
repair free of charge or make a new delivery.
In the case that the repair or replacement delivery doesl not remove the fault, the
customer shall be entitled to exercise his right in accordance with articles §§437 No.
2, 440, 441 BGB (German Civil Code) (Termination of contract or reduction of price).
A termination of contract is only possible if at least three attempts to remove the fault
have been unsuccessful.
We only shall pay damage compensation within the obligations of the warranty, if
we are responsible for damage due to gross negligence. This limitation does not
apply in the event of harm to life, body or health of a person.
b) Should the customer, as a result of moveable goods newly supplied and manufactured
by us, be subject to warranty claims he shall be entitled to exercise his right in
accordance with articles §§478, 479 BGB (German Civil Code).
c) The customer shall be obliged to carefully check the purchased or leased goods and
any other services at the point of transfer and/or receipt and report to us any fault
found. If the fault is found at a later date he shall report this to us immediately. If the
customer does not comply with his obligation to immediately report such faults, the
delivery shall be deemed as fulfilled regardless of such faults.
d) In the case of unauthorised access by third parties to the supplied goods or services
any warranty claims shall be rendered null and void.
e) Second-hand machinery shall be sold as seen.
f) The technical data and description of supplied goods are based on the information
provided by the manufacturer. We can therefore not guarantee in principle such
characteristics to the customer.
g) The warranty period of limitation is 12 months. In case of damage claims due to our
negligence and due to articles §§438 paragraph l No. 2, 634a paragraph l No. 2 BGB
(German Civil Code) the statutory periods of limitation shall apply. Article §479 BGB
(German Civil Code) shall remain intact.
6) Exclusion of claims
If not covered by our public liability insurance and as far as no major contractual obligations
are concerned (so-called cardinal obligation), we shall only be liable for faults
that have been caused due to our intended or gross negligence. This limitation does not
apply in the event of harm to life, body or health of a person.
7) Damage prevention/ data back-up
The customer shall be obliged to undertake all measures to prevent possible faults
and in particular undertake at least 5 daily data back-ups on appropriate data backup
media; answers to all questions on data backup can also be obtained from us. We shall
not be liable for any faults which could have been prevented through the use of an
acceptable data backup routine.
8) Assignment covenant
The rights of the customer arising from the business transactions with us cannot be
assigned to any other third party.
9) Payment
a) All invoices have to be paid net immediately on the respective due date, unless
agreed otherwise. A payment delay will start after the fifth day after the due date
and date of invoice.
b) Retaining payments and the off-set of payments of counterclaims that have not been
authorised by us or have been defined as legally valid are not permitted.
c) If after prior agreement bills of exchange have been accepted this will only have
been done for fulfilment reasons. Discount and bill of exchange fees plus Value Added
Tax shall be borne by the buyer in accordance with private banking rates and are
due immediately.
10) Title retention
The delivery of all goods is carried out with retention of title. The goods shall remain
our property until all our receivables from our business relationship with the buyer
have been paid in full
11) Protective and copyrights
All copyrights and commercial protective rights in software services, quotations, drawings,
bid documentation etc. shall remain with us. The aforementioned services and
documentation may not be made accessible to third parties.
12) Additional terms and conditions
a) Additional service conditions
In addition to the before-mentioned terms and conditions the following shall apply
for installation and services:
(1) Third-party work and services
Our quotation does not include third-party work and services (e.g. breaking
through walls, painter and decorator work etc.)
(2) Quotations
Wherever in our quotations the applied prices are not guaranteed, the customer
shall be informed immediately if the cost applied is expected to exceed more
than 20%. In such cases the customer shall be entitled to terminate the agreement
in accordance with article §650 BGB (German Civil Code).
(3) Interim invoices
Installation and services that in total exceed a period longer than 6 weeks shall
entitle us to issue fortnightly interim invoices that will become due immediately.
b) Additional conditions for software services:
In addition to the before-mentioned terms and conditions the following shall apply
for software services:
(1) Standard software
The scope of delivery of standard software (basic software packages and individual
business software packages) has been determined in the individual specifications
supplied to the buyer. Any deviating and additional requirements shall
only be binding if confirmed in writing. Our staff are not authorised to grant
verbal agreements.
(2) Custom-made software packages
The determination of software requirements for custom- made individual software
and its application shall be based on the system analysis carried out by
the customer and shall be the basis for all programming services rendered. The
determination of all software requirements shall be confirmed in writing by the
customer (see also section 2 c).
(3) Usage rights
The customer shall have the right to use software within the operational environment
determined by the licensor in the enclosed agreement and/or software
note, or – usage has not been determined – to use the software for a single user
on a single computer.
(4) Third party software licenses
We shall assign third party licenses only under their license conditions.
13) Place of fulfilment and jurisdiction
Place of fulfilment for the delivery and payment is Bremen.
The place of jurisdiction for all claims resulting from our legal relationship to customers
shall be Bremen; for any claims against us this shall be the only and exclusive place of
jurisdiction. We shall be entitled to undertake legal action against the customer at any
other legally authorised court. The agreement about the place of jurisdiction shall not
apply to companies that are not legally confirmed merchants.