Congree Language Technologies GmbH
General Terms and Conditions
Status: 10/2010 - Version 1.0
§ 1 Scope of these Terms and Conditions
(1) These General Terms and Conditions (hereinafter also referred to as “T&C”) apply to the entire domestic and international business relationship between Congree Language Technologies GmbH, Im Stoeckmaedle 13, D-76307 Karlsbad (hereinafter referred to as “CONGREE”) and the customer (hereinafter referred to as “Purchasing Partner”). CONGREE’ T&C apply exclusively; additional or different terms or the Purchasing Partner's General Terms and Conditions are hereby expressly rejected. This is also the case even if the submission or acceptance of an offer by the Purchasing Partner is made subject to their own general terms and has last shot priority.
(2) Thus, the Purchasing Partner’s varying terms and conditions are hereby expressly rejected; additional conditions will not be included in the contract even when CONGREE does not expressly reject them. Varying terms and conditions which are agreed to in unique circumstances after CONGREE’ express agreement will supersede these T&C. This also applies in cases where varying agreements were made in the CONGREE offer that forms the basis of the contract.
(3) Depending on the content of the contract entered into between the parties, CONGREE’ Special Conditions in the particular case will be deemed additional terms (support conditions, update conditions, license conditions (EULA)).
(4) Parol agreements must be documented in writing on a permanent data storage device, e.g. e-mail.
(5) CONGREE does not enter into consumer contracts (BGB (German Civil Code) §13). Purchasing Partners and customers (hereinafter only referred to as “Purchasing Partners”) with contracts and business relationships that are based on these T&C are exclusively merchants and/or businesspersons (BGB§14).
§ 2 Content and Formation of the Contract, Order of Terms
(1) The content of the contract is, depending on any specific unique agreements, the sale of CONGREE’ software to the Purchasing Partner as well as possible supplemental performance of maintenance, programming, and installation tasks. This can comprise especially the performance of update and support services, the adaptation and/or customization of software and other services as requested by the Purchasing Partner such as, for example, consulting services in their broader sense (process consulting, infrastructure, security, ramp-up support), training/education, as well as hosting solutions (ASP) and Software as a Service (SaaS).
(2) Unless otherwise a written binding confirmation is made, CONGREE’ offers are subject to confirmation and are non-binding. Orders are only binding when they have been confirmed by CONGREE or when they are responded to by delivery of the goods or the performance of the service.
(3) The contract is created on the basis of the Purchasing Partner’s order placed by mailing a letter / an e-mail / filling and sending of an Internet order form / making a telephone call (= offer) on the one hand and the fulfillment or express confirmation of the order (= acceptance) by CONGREE on the other hand. Mere confirmation by CONGREE that the order has been received (e.g. via a confirmation e-mail) does not represent the acceptance of the offer. In the event software is downloaded by the Purchasing Partner, a contract is created when in response to a request for a license key to enable the trial version for the Purchasing Partner (= offer), CONGREE provides this license key to the customer via e-mail (= acceptance).
(4) Should, contrary to Section 3, CONGREE prepare a unique offer on its part in response to the Purchasing Partner’s prior inquiry, then this offer is merely an invitation for the Purchasing Partner to submit its own offer to contract.
(5) CONGREE advises that the noted system requirements that must be met by the Purchasing Partner reflect always only the lower limit of the requirements and that they should not fall below the noted data in order to enable the software to run properly.
(6) The product description, the operating system, and the data carrier format for delivery should be indicated in order to avoid delays and errors in delivery. Unless expressly requested, this information will not be required when the purchase is made through an Internet form.
(7) Order of Terms and Conditions
The contract documentation is ordered as follows whereby priority is given to the higher ranked document:
- Individual modifications and/or supplements to contractual agreements;
- Individual contractual agreements and especially CONGREE’ offer;
- CONGREE’ Special Conditions (e.g. support, update, and license conditions (EULA));
- CONGREE’ General Terms and Conditions;
- System requirements defined by CONGREE;
- Standards / DIN standards;
- Legal rules.
§ 3 Delivery Complications, Force Majeure, Partial Deliveries
(1) CONGREE has the right to rescind the contract with the Purchasing Partner where CONGREE, for no fault of its own, is unable to deliver the ordered good or to perform the service because a cover transaction was entered into with a supplier to supply the Purchasing Partner and the supplier thereafter fails to fulfill its contractual obligations to CONGREE. In such cases, CONGREE will immediately inform the Purchasing Partner about the inability to deliver. The purchase price will immediately be returned if it has already been paid.
(2) CONGREE is not responsible for delays in delivery and performance under the following circumstances even if binding commitments have been made as to dates and deadlines; and the same applies equally if these circumstances occur at CONGREE’ legal representatives, fulfillment agents, suppliers, or their sub-suppliers.
Circumstances of force majeure as well as other unusual events which CONGREE could not foresee nor avoid and which were not caused by CONGREE which only occurred after the contract was entered into or which, through no fault of its own, were unknown to CONGREE at the time the contract was entered into; furthermore subsequent strikes, fire, floods, labor disputes, interruptions in operations, changes in administrative permits or in the law and administrative orders which cannot be attributed to operational risks. You authorize CONGREE to delay the delivery and/or performance for the duration of the obstruction plus an appropriate ramp-up period. CONGREE has the right to rescind the contract if CONGREE proves to the Purchasing Partner that an unreasonable impediment to performance exists. In the preceding case, claims for damages as well as the Purchasing Partner’s right to rescission may not be asserted. This excludes circumstances which merely lead to temporary and thus acceptable delays in delivery and/or service.
(3) In the case of events under Section 2, CONGREE must return payments already made by the Purchasing Partner, if the payments were made in relation to delivery and/or performance. CONGREE, however, can demand that portion of the agreed upon compensation for services and/or performance that have already been completed before the force majeure occurred. Moreover, neither party has any right to a claim under these circumstances.
(4) Partial delivery and/or partial performance is allowed to the extent the Purchasing Partner does not have an obvious interest in them or if they are obviously unreasonable. The Purchasing Partner shall accept partial deliveries. If CONGREE exercises these rights, any agreed upon packaging and shipping costs will only be charged once.
§ 4 Download, Shipping, Transfer of Risk, Delay in Acceptance
(1) The Purchasing Partner has the ability to download a trial version of the software from CONGREE’ website. This trial version may be used without restriction for 30 days after installation and/or until the end of the next calendar month. If the Purchasing Partner desires then to continue using the software without restriction, he may request the license key from CONGREE who will then provide it to him via e-mail.
(2) If the agreement is that the software will be shipped to the Purchasing Partner’s location and, unless nothing to the contrary has been agreed, the shipment will be ex CONGREE warehouse in Karlsbad, Germany to the address provided by the Purchasing Partner.
(3) The risk of deliveries being destroyed or damaged during shipment is in all cases transferred to the Purchasing Partner at the time the goods are shipped and/or are handed to the delivering person; this also applies when deliveries are made free house.
(4) Should the Purchasing Partner be culpable in delaying acceptance of the good and/or service, then CONGREE has the right to choose between insisting on taking delivery or demanding 5% of the purchase price as a lump-sum substitute for damages and expenses. Where damages are especially high such as e.g. where special functionalities deviating from the standard version are ordered and implemented, CONGREE reserves the right to assert a verified higher damage amount in lieu of the lump-sum compensation sum set forth in Section 1.
(5) CONGREE has the right over the duration of the Purchasing Partner’s culpable delay in the acceptance to store, at the Purchasing Partner’s risk, the good at its facility, with the freight forwarder, or in a warehouse. For the duration of the delay in acceptance, the Purchasing Partner must pay CONGREE a lump-sum of EUR 20.00 net per week for any incurred storage costs.
§ 5 Prices, Terms of Payment
(1) CONGREE will deliver against advance payment, cash on delivery, credit card, or bank collection.
(2) Those prices control which were agreed to between the parties and/or valid at the time the order is placed. They are charged in addition to separate legal VAT in the amount of 19% at present and any separate delivery and packaging costs and possibly any costs related to cash on delivery (comp. Article 5, Section 4). There are no discounts.
(3) If the Purchasing Partner selects advance payment then the agreed purchase price shall be transferred to CONGREE within 10 days after the order is placed and shall reference the purchase order number.
(4) If the Purchasing Partner selects payment against cash on delivery then the amount of EUR 15.00 shall be due for costs related to cash on delivery, which amount must be paid at the time of delivery and in cash. Transfer takes place only after these cash on delivery costs are paid.
(5) As an exception to Section (1), CONGREE may agree in good faith to invoice large companies and administrative agencies for deliveries. Where payment is made against invoice, the invoiced amounts will be due without any deductions within 14 days after the invoice is issued. Prepayments or orders for debit transfers from credit cards or bank accounts will be considered at the time the invoice is issued.
(6) CONGREE is not obligated to accept notes or checks in lieu of payment. If they are accepted, then acceptance occurs only upon fulfillment. The Purchasing Partner will bear any withdrawal and discount costs as well as taxes on notes. CONGREE assumes no liability for non-redemption where the note was timely presented, protested, notified, and returned.
(7) When making a payment by cash on delivery the Purchasing Partner must ensure that the shipment will be accepted at the delivery location provided by him. Otherwise, he will have to bear both any agreed upon shipping costs resulting from the failed attempt to delivery and also the shipping costs for a redelivery.
(8) CONGREE has at a minimum the right, when the Purchasing Partner delays payment, to charge interest on the delay in the amount of 8% above the then-current base interest rate. CONGREE has the right to prove and assert higher damages caused by the delay. Should the Purchasing Partner delay payment, then any CONGREE claims against the Purchasing Partner shall be immediately due. This also applies where the Purchasing Partner's assets materially deteriorate or where he discontinues payment. The interest on delay will become due when the time for payment has passed even if no payment reminder is issued. As long as the Purchasing Partner’s payment is delayed, any rights of use that were granted will be suspended.
§ 6 Reservation of Title
(1) All deliveries and services are made subject to reservation of title. The delivered goods will remain CONGREE’s property until the purchase price and all other CONGREE claims against the Purchasing Partner arising out of the current business relationship (for payments by check or note, until they are cleared) are fully paid.
(2) The Purchasing Partner has the right to resell the reserved goods in the ordinary course of business. However he is prohibited from granting a security interest or a pledge in the reserved goods. CONGREE must be immediately informed of third party dispositions, especially pledges or conveyances, and any documents required for filing an interference claim must be immediately handed over.
(3) The exercise of rights arising from the reservation of title or from a demand to return the goods shall not be deemed a rescission of the contract.
(4) The Purchasing Partner hereby already assigns to CONGREE any claims that may arise from resale of the goods. The Purchasing Partner has the revocable right to collect on these claims. Upon CONGREE’s request, the Purchasing Partner shall disclose any assigned claims and their debtors. CONGREE has the right to disclose the assignment to the Purchasing Partner’s debtor.
(5) Any processing or further processing of the goods delivered by CONGREE by the Purchasing Partner is made on CONGREE’ behalf. CONGREE acquires ownership rights therein in the amount of the reserved good’s market value created as a result of the processing or further processing. When the reserved goods are connected with other objects, CONGREE will obtain co-ownership in the new object in relation to the value of the reserved good to the other objects at the time of editing. The transfer is replaced by the Purchasing Partner preserving for CONGREE, and free of charge, the new object created as a result of the connection. In the event the new object is assigned, the Purchasing Partner already at this time grants CONGREE the rights to all claims arising out of this assignment. The Purchasing Partner has the revocable right to collect on these claims. Upon CONGREE’ request, the Purchasing Partner shall disclose any assigned claims and their debtors. CONGREE has the right to disclose the assignment to the Purchasing Partner’s debtor.
(6) In the event the Purchasing Partner delays payment or expects to discontinue payment, CONGREE will have the right to repossess the reserved good that is in the Purchasing Partner’s possession. The Purchasing Partner must grant access to their offices without prior notice and during office hours to CONGREE employees who have been granted the right to pick up the reserved good.
(7) The reservation of title will be released upon the Purchasing Partner’s request if the practical securable value exceeds the totality of the claims to be secured by 20%.
(8) If third parties assert rights in regard to the reserved goods, e.g. in the event of a pledge, the Purchasing Partner must immediately provide notice of CONGREE’ ownership and must immediately notify CONGREE. If it becomes necessary for CONGREE to intervene, the Purchasing Partner will compensate CONGREE for the costs that arise.
(9) CONGREE has the option to have payments first applied to older debts. CONGREE can first apply payments made by the Purchasing Partner to costs which have already arisen as a result of it exercising its legal rights – especially costs relating to reminders – and then to interest and finally to the main performance.
§ 7 Prohibition against Set-Off, Right of Retention
(1) Unless the Purchasing Partner’s claims are indisputable and have been deemed enforceable, the Purchasing Partner does not have the right to set off its own claims against demands for payment.
(2) The Purchasing Partner does not have the right to oppose CONGREE’ claims for payment by asserting rights to retention – even for claims based on defects – provided that they result from the same contractual event and are undisputed or have been deemed enforceable or are ripe for resolution.
§ 8 Software Products, Data Assurance
(1) In addition to software created by it (original products), CONGREE also sells third party products which expand on CONGREE’ content and functionality. This can include commercial goods or software created by tertiary producers.
(2) When purchasing a software product, the Purchasing Partner will obtain a license to use this software product pursuant to the specifically applicable conditions of the license. The license conditions of the specific manufacturer apply to third party products and can be reviewed at any time on the specific manufacturer’s homepage.
(3) When acquiring a software package, the Purchasing Partner acknowledges these license conditions. The software products will remain the intellectual property of the specific licensor. All mentioned trademarks, trade names, and logos remain the property of the specific holder. The copyrights of third parties must be taken into account when using the delivered goods. A product that is free of defects may not be subsequently returned or exchanged.
(4) The Purchasing Partner has the obligation to reasonably protect himself against the loss of data. Because new installations of, and also modifications to, installed software carry the risk of data loss, the Purchasing Partner has the obligation to undertake comprehensive preventative measures for data assurance to prevent data loss prior to making a new installation or installed software modification.
(5) The Purchasing Partner has the obligation to provide regular, risk-appropriate, data assurance at least once a day and must create backup copies in order to prevent the loss of data and to secure information that will guarantee its reconstruction.
§ 9 Software Use Rights, Copyrights
(1) The Purchasing Partner acquires a simple, non-exclusive right to use the delivered software program. The transferability of the use right and the preparation of a backup copy should be guided in each case by the terms of the license conditions (End User License Agreement - EULA). Unless you need a backup copy to secure future use, you are prohibited from making copies as a matter of principal.
(2) The Purchasing Partner will additionally respect all intellectual rights in the goods and will, at the time of any resale, transfer to his own Contract Parties any limitations on use imposed on him.
(3) CONGREE notes that according to a recent opinion issued by the Munich I Regional Court and the Munich Upper Regional Court, the online distribution of software does not exhaust a copyright (Urheberrechtgesetz (Copyright Law) §69c, Paragraph 3, Clause 2). Where the Purchasing Partner merely downloads software without receiving by mail from CONGREE a physical piece of work in the form of a storage device, CONGREE will rely on this opinion and deny any assignment of use rights to third parties.
(4) Use of the software on a network is only permitted if an express, agreed-upon expanded license is granted.
§ 10 Warranty of Defects in Original Products
(1) Where a notice of defects is submitted justifiably, the indemnification for the defects will be limited to replacement or reworking at CONGREE’ choice. CONGREE can also comply with the duty to remove defects by supplying a new version of the program. For defects which restrict program use and where removal and waiting for the next regular version of the program would be unreasonable, CONGREE will have the choice of replacing the program with a current program version or solving the problem through a by-pass or a deviation solution.
(2) Should the rework or replacement fail after a reasonable period, the Purchasing Partner may choose to reduce the purchase price (mitigation) or cause the contract to be rescinded (rescission) The period for rework or replacement is at least four weeks. Rework or replacements are deemed failures if three attempts to remove the defect have not been successful.
(3) In the event the contract is rescinded, the Purchasing Partner has the duty to destroy the original data storage device(s) and to destroy all copies of the software, including any backup copies and the like as well as written support material. Upon request, the Purchasing Partner must provide CONGREE either with evidence, or a sworn affidavit, stating that the destruction took place.
(4) The Purchasing Partner must return defective goods in a secure package. Within the scope of its warranty of defects, CONGREE will immediately compensate the Purchasing Partner for any counter performance already rendered and for the costs of return. This does not include any extra amounts created because the Purchasing Partner ships the goods to a location other than the place of performance. The Purchasing Partner may designate the Purchasing Partner’s customer account for any credit of the refund amount and for debiting of any future orders.
(5) The Purchasing Partner’s claims for defects are subject to meeting the duty to inquire and to providing prompt notice pursuant to HGB (code of commercial law) §377. Accordingly, the Purchasing Partner must examine the goods immediately after delivery to ensure that they are free of defects and are complete and must at the same time immediately notify CONGREE of any defects discovered. Provided that the defects could not be discovered during the acceptance inspection, the delivered goods will be deemed accepted if the Purchasing Partner fails to undertake a timely examination or to provide a notice of defects. CONGREE has to be informed about hidden and later discovered defects within 14 days after discovery; otherwise, the good will be deemed accepted as to this defect. In each case, the notice of defect must be in writing and must describe the defect complained of precisely.
(6) If the notice of defects was unjustified and the goods were shown to be free from defects and the Purchasing Partner has acknowledged this, or negligently failed to acknowledge this because the cause of the notice of defect was within his own area of influence or responsibility, then the Purchasing Partner must compensate CONGREE fully for all expenses which CONGREE incurs as a result of the unjustified notice of defect.
(7) Claims on the warranty of defects will not lie where the defect arose because of inappropriate handling, use, or modification or is due to wear and tear caused by over-utilization. The warranty for defects does not apply where the contract product is unprofessionally installed by the Purchasing Partner or a third person and/or is independently maintained, repaired, used, changed, or subjected to ambient conditions which do not conform to installation and/or system requirements.
(8) The limitations period for the warranty of defect is one year, calculated from the time the product is delivered.
(9) CONGREE provides notice that under the state of the art it is not possible to create computer software that is free of error in all applications and combinations. Given the known complexity of the software, CONGREE therefore grants no assurances that the software would be suitable in a specific case for a particular purpose or that it would be compatible with all other software or hardware products or that it can be absolutely used without any interruptions.
§ 11 Liability
(1) Claims for indemnification outside of statutorily imposed claims for defects, may be only asserted by the Purchasing Partner against CONGREE for intentional or grossly negligent conduct. This exclusion of liability does not apply to injuries to life, body, or health and for material breach of contract duties.
(2) Except in the case of intentional or grossly negligent acts and for damages arising from injury to life, body, or health, CONGREE’ liability is limited to the amount of the damages that could be foreseen as typical at the time the contract was entered into.
(3) CONGREE’s liability under the Product Liability Law and other binding regulations remains unaffected.
(4) Claims for compensation of damages against CONGREE are not recognized if the damage would not have been incurred by the Purchasing Partner had he properly secured the data under his care. When software is delivered this provision will only apply if CONGREE has properly trained the Purchasing Partner in how to secure the data. In addition, liability for loss of data – except where the loss is caused intentionally or with gross negligence – is limited to typical replacement expenses which would have been incurred had backup copies been made regularly and had corresponded to the level of risk involved.
(5) The Purchasing Partner assumes the duty to regularly check his data for viruses. CONGREE does not indemnify for damages or loss of data resulting from viruses delivered through data storage devices. Liability for damages is particularly excluded where the Purchasing Partner could have prevented it by employing a process of daily data security and backup.
(6) A lump sum of 15% of the agreed-upon price may be claimed as damages, if CONGREE has a claim for failure to comply with the purchase contract. CONGREE will reserve the right to assert this in lieu of the lump-sum damage in Clause 1, if there is particularly high damage, such as where comprehensive functionalities which do not exist in the standard version of the software are added at the customer’s request.
§ 12 Warranty of Defects in Third Party Products
(1) CONGREE’ warranty of defects granted the Purchasing Partner is secondary to warranties of defects granted by the software and/or hardware producer / supplier. For this reason and regarding contract-related software and hardware and/or documentation or other information supplied the user, CONGREE in advance assigns to the Purchasing Partner its warranty of defect claims against the producer / supplier. The Purchasing Partner accepts this assignment.
(2) The Purchasing Partner thus must in this case first assert – if need be, in court – warranty of defect based claims against the producer / supplier. The limitations period for claims against CONGREE based on warranties of defects is suspended for the duration of the legal proceedings. CONGREE will disclose the contract documents required in the legal proceedings and will provide the Contract Partner with the required information. The warranty of defect claim against CONGREE itself will revive when the litigation against the manufacturer / supplier shows no possibility of success under the law or because of loss of assets (such as due to insolvency), an inability to locate the defendant, legal restrictions, or existing counterclaims.
(3) The Purchasing Partner will forfeit his claim against CONGREE, if he causes his claim against the producer to expire.
§ 13 Unique Features for Services related to Contracts for Specific Services (Maintenance, Programming, Installation, Customization, and the like)
(1) Should in addition to the purchase of software in the form of contracts for specific service (such as maintenance, program services, installation, software customization, etc.) CONGREE perform supplementary or exclusive services, then the following supplemental and/or varying conditions apply:
(2) The scope of the service results from the specific details that form the basis of the specific contract between the parties.
(3) The Purchasing Partner must comply with all duties of cooperation which are within his sphere of influence (e.g. granting, where necessary, access to the Purchasing Partner’s computer center) and which are required for CONGREE to perform contracts for specific services. The Purchasing Partner shall bear responsibility for any lengthening in the performance accompanying insufficient exercise of its duty to cooperate which results in CONGREE not beginning the performance and/or completing it only in an untimely manner.
(4) The type and scope of CONGREE’ service and the Purchasing Partner’s duty to cooperate may be described in more detail in the particular specific contracts.
(5) CONGREE may perform the services itself, that is with the assistance of its employees, and/or it may in its discretion utilize the services of third parties, e.g. sub-contractors.
(6) The warranty period is for one year after the Purchasing Partner’s acceptance.
(7) The specific service is deemed accepted if the Purchasing Partner has productively used the service performed by CONGREE for a period of four weeks (e.g. by using the programming in the Purchasing Partner’s business operations or by using the installed software) during which period CONGREE is not notified of a claim for defect.
§ 14 Unique Features and Variations related to Contracts for the Performance of Services (e.g. Consulting, Education, Training, and the like)
(1) Should in addition to the purchase of software in the form of contracts for performance of services (such as consulting services, carrying out education courses, training, etc.) CONGREE perform supplementary or exclusive services, then the following supplemental and/or varying conditions apply:
(2) The scope of the service results from the specific details that form the basis of the specific contract between the parties.
(3) The Purchasing Partner must comply with all duties of cooperation which are within his sphere of influence (e.g. making suitable training rooms available) and which are required for CONGREE to perform the services as set forth in the contract. The purchasing partner shall bear responsibility for any lengthening in the performance accompanying insufficient exercise of its duty to cooperate which results in CONGREE not beginning the performance, or beginning it late, and/or completing it only in an untimely manner.
(4) The type and scope of CONGREE’ service and the Purchasing Partner’s duty to cooperate may be described in more detail in the particular specific contracts.
(5) CONGREE may perform the services itself, that is with the assistance of its employees, and/or it may in its discretion utilize the services of third parties, for example sub-contractors.
(6) The parties will agree in advance regarding expenses or charges (e.g. travel costs, overnight stay costs, etc.) required to properly perform the contractually owed services. In addition, and as agreed, general rates apply for man days as set forth in CONGREE’ price list, as do also reimbursements for ordinary travel expenses (EUR 0.70 per kilometer driven when using a passenger car and/or an optional second class rail ticket, as well as the costs of overnight stays in a medium class hotel).
§ 15 Inquiries, Processing, Data Usage
All personal data that are obtained during an inquiry will be treated as confidential. Only data necessary for processing the business transaction will be obtained, stored, and used. Incidentally, CONGREE refers the reader to its notice on the protection of data posted at www.congree.com.
§ 16 Protection of Data and Confidentiality
(1) To the extent documentation, information, and data which the parties obtain directly in connection with the project that is the subject of this contract and which is related to the particular other party or to third parties is not obviously publicly available and/or has not otherwise been made public, the parties must treat such documentation, information, and data as confidential and treat it with at least the care of an ordinary merchant as well as according to the determinative provisions of the laws protecting data, and specifically according to the provisions of BDSG (Federal Data Protection Act) §6.
(2) The Purchasing Partner consequently assumes the duty to maintain as confidential for an unlimited duration and to neither record, nor transmit, nor process all information to which it has been granted access and especially that which is designated confidential or which is cognizable according to other criteria as belonging clearly to CONGREE’ business and operations secrets. He must ensure that, without restriction as to time, any third parties working on his behalf will refrain from processing, transmitting or unauthorized recording of such information.
(3) Unless necessary to perform any assumed duties, the Purchasing Partner assumes the duty not to completely nor partially pass on the programs or documentation. He must impose a corresponding obligation on any third party engaged for the purpose of creating the programs.
§ 17 Notices by Electronic Mail (E-Mail)
(1) Subject to the following provisions and to the extent the Purchasing Parties communicate via electronic mail (e-mail), the Purchasing Partners acknowledge the unlimited effect of any declarations of intent communicated via this medium.
(2) Ordinary information may not be suppressed or made anonymous in the e-mail; that is, they must include the name and e-mail address of the sender, the time it was sent (date and time), and a restatement of the sender's name at the end of the message. An e-mail received within the scope of this condition is subject to rebutting evidence by the other Party.
(3) All communications are to be worded in German or English.
§ 18 Embargo Terms, Refusal of Acceptance
The Purchasing Partner has acknowledged that the goods delivered by CONGREE are partially subject to certain export restrictions and hereby acknowledges that CONGREE may for this reason refuse to accept an offer.
§ 19 Assignment of Claims
Without CONGREE’ consent, the Purchasing Partner does not have the right to assign or transfer his rights and duties arising out of this contract.
§ 20 Changes in the Terms and Conditions
CONGREE reserves the right to change its general terms and conditions. As part of its recurring obligations, CONGREE will inform the Purchasing Partner of any changes and notify him of the – highlighted – changed provisions. The Purchasing Partner will be deemed to have silently accepted the changes from which time the contractual relationship will be deemed subject to the new version, if he does not advise within six weeks after being notified that he does not accept the new version. In all other cases, the contractual relationship will be continued subject to the unchanged version of the T&C. CONGREE assumes the duty to specifically inform the Purchasing Partner regarding the desired changes and the significance that they have as to his conduct.
§ 21 Severability clause
The remaining provisions will remain unaffected if one of the provisions included in the T&C is deemed or becomes invalid, or should a provision be found to contain a void.
§ 22 Place of Performance, Place of Jurisdiction and Applicable Law
It is agreed that CONGREE' headquarters in Karlsbad is the place of performance for all bilateral performances arising out of this contract. Karlsruhe/Baden is place of jurisdiction for all claims, including for complaints arising from proceedings relating to notes, checks, and certified documents. German law alone applies and international provisions, such as the UN Convention on Sales, are excluded.
§ 23 Binding Language Version
Even if these T&C are made available in different language versions, only the German version of these T&C is legally binding.