1. scope

VAJASOFT GmbH provides all deliveries and services on the basis of these terms and conditions. This also applies to subsequent contracts. VAJASOFT GmbH does not recognize GTCs that deviate or partially deviate from these terms and conditions. Any deviating agreements must be made in writing.

2. contract bases

The offers made by VAJASOFT GmbH always refer to statements / requirements of the customer and must be made in writing. The customer warrants that the information provided by him is complete and correct. VAJASOFT GmbH advises the customer, the customer bears the risk that the services offered on this basis correspond to his wishes, needs and software release. A contract shall only be deemed concluded when a written order confirmation is received by the customer; this shall also apply to subsequent verbal subsidiary agreements and changes.

3. contract term and termination

Contracts shall commence on the date specified in the respective contract. For contracts without an agreed term, a minimum term of one year applies. This is automatically renewed if not cancelled in writing three months before expiry. The termination requires a confirmation by VAJASOFT GmbH.

4. delivery and delivery times

Unless otherwise specified, delivery is made with postage and shipping flat rate, which will be charged to the customer. The delivery deadlines are stored in the order confirmations. Deviations require the written form. The number of labels may vary due to production. Differences of up to 10% are customary in the industry. Deliveries and services shall be paid for in accordance with the respective contract concluded. Agreed and delivered components are the property of VAJASOFT GmbH until full payment. Components not paid for can be reclaimed (hardware by return, software by certified uninstallation). In case of delays in delivery due to force majeure, VAJASOFT GmbH shall be entitled to perform the contractual services at a later reasonable date. If such a case occurs, the customer will be notified in writing. In this case, the Buyer may grant VAJASOFT GmbH a grace period. The minimum duration of the grace period is at least 10 working days. If this grace period is not met and there is no reaction by VAJASOFT GmbH, the customer may withdraw from the contract without notice.

5 Warranty and liability for defects

The systems created by VAJASOFT GmbH are divided into various components such as hardware, software and consumables. These are coordinated with each other. VAJASOFT GmbH guarantees that the components are set up according to agreement and have the promised functions and properties. Manufacturing defects are excluded. VAJASOFT GmbH is responsible for their removal. The warranty period is 12 months and begins with the date of delivery. This claim automatically expires in case of improper use and if the purchaser does not follow instructions according to the description or independently makes changes to components or has them made. If defects occur in delivered components, these must be documented in a meaningful way and handed over in writing to VAJASOFT GmbH immediately, at the latest within 2 calendar days. VAJASOFT GmbH has to take care for the removal of defects. This also applies in the case of unsatisfactory work quality of the hired assistants. In the absence of timely notification, invoicing shall be carried out until the date of the written notification of defects. It is unanimously stated that software can contain errors even with the most careful performance. Further claims for damages are excluded.

6. payments

Invoices from VAJASOFT GmbH are to be paid within 14 days net via the specified bank account. A 2% discount is granted for payment within 7 days. If the acceptance at the customer’s is postponed for a reason VAJASOFT GmbH is not responsible for, VAJASOFT GmbH shall be entitled to issue interim invoices outside of any agreement reached. In this case, VAJASOFT GmbH is entitled to charge a holding fee or a stand-by fee. The amount is specified in the order confirmation.

7. granting of licenses and rights of use

With the order and subsequent installation of a system created by VAJASOFT GmbH, the customer accepts the license conditions. Supplied systems or components shall only be used by the Customer in the structural units agreed with VAJASOFT GmbH. Passing on to third parties is not permitted. If the customer’s company structures change so that the contracts agreed with VAJASOFT GmbH are affected, VAJASOFT GmbH must be informed. VAJASOFT GmbH decides in writing about change of license and maintenance agreements. If the takeover is carried out by another company, VAJASOFT GmbH must be informed of this. The rights of use do not automatically pass to the new owner. In this case, the rights of use will be renegotiated and adjusted.

8. secrecy and security

Information gained from this business relationship will only be processed internally and will not be passed on to third parties. Documents handed over by the customer will be returned or destroyed after project completion. In addition the inventory assistants obligated by the VAJASOFT GmbH are pointed out. Upon request, this instruction will be placed on record.

9. final provisions

The present contract shall be governed exclusively by the laws of the Federal Republic of Germany. All agreements must be made in writing. Should individual points of this contract become invalid, the validity of the remaining points shall remain unaffected.

Place of performance is Dresden, Federal Republic of Germany.

Dresden, March 2011