Standard Business Conditions
1. Compensation and payment conditions
All services rendered by BCT will be billed according to actual expenditure. Charges will be based on BCT's price list, valid at the time the purchase order is placed. The legally applicable VAT has to be added to all prices listed.
Receivables by BCT shall be due upon being invoiced and have to be settled immediately without deductions. In case payments are delayed, BCT is entitled to charge interest on arrears at 10%.The customer does not have the right to retain portions of receivables by BCT. Charges by the customer can only be compensated if such charges are recognized by BCT or if these are legally binding charges.
BCT agrees to treat confidential information of the customer that becomes known to BCT during order execution as such. BCT shall only pass on data to third parties with the written approval of the customer. BCT is entitled to process customer data automatically for order processing purposes.
3. Fullfilment interferances
BCT has the right to exceed agreed delivery dates to a reasonable extent.
4. Violation of protective rights
BCT warrants that their services do not infringe upon patent rights of third parties and in that respect releases the customer from any relevant claims thereof. The customer entrusts BCT to refuse claims raised by third parties at their costs. BCT is entitled to restrain the customer from using the services should patent right claims be asserted against him.
5. Liability of BCT
BCT shall be liable for damages caused deliberately or by gross negligence by the company or by any of its employees, as well as for damages based on non-existence of guaranteed properties.
In case of carelessness BCT is only liable for the violation of essential contractual rights. In any case BCT's liability shall not exceed the invoice total.
Should customer data be lost and provided the customer secured these properly, BCT shall only be responsible to the extent that is necessary to reconstruct the data.
Contractual indemnity claims by the customer against BCT are void by statute of limitations one year after claim entitlement, unless there are shorter legal time limitations in place.
6. Customer cooperation responsibilities
The customer agrees to support BCT and to make sure that all necessary prerequisites for proper order execution are met in his operating environment. Upon BCT's request, the customer shall provide sufficient seats and working material free of charge.
After the software is installed by BCT, the customer agrees to confirm the installation in writing.
The customer is responsible for checking important functions of the software and the documentation for contractual conformity and once fulfilled for confirming its acceptance in writing. The testing period will be for a total of three weeks after delivery, if not agreed otherwise.
The software shall be considered accepted, if after expiration of the testing period and for a duration of two weeks thereafter its use is not considerably limited due to communicated defects. In case partial shipments are agreed, acceptance of each shipment shall be made separately.
8. Right of use
The customer is entitled to use the software including documentation as specified in the contract. All other rights of use remain with BCT. Copying the software is only allowed for data archiving purposes.
9. Conclusion of Maintenance Agreements
In case a software maintenance agreement is signed, the following BCT services are included: delivery of new versions of standard programs, phone support to clarify possible defects and elimination of defects after expiration of the warranty period. All services shall be rendered during the normal working hours of BCT. The customer will be billed in advance once a year. Additional services performed by BCT will be billed separately. The maintenance agreement is valid for 12 months and shall be extended automatically for another 12 months, unless it is cancelled in writing three months prior to its expiration. BCT agrees to inform the customer of new releases and to deliver these including relevant documentation upon request. The customer will test new versions before usage.
BCT agrees to eliminate defects in its newly released versions. The responsibility to eliminate defects ends six months after the version was released. The customer is only entitled to have defects eliminated, if communicated defects are reproducible or can be shown on automated printouts. The customer shall communicate defects in writing and in a reproducible way by indicating all useful information necessary to detect the defect and he shall support BCT in eliminating the defect by e.g. submitting the data with the relevant programs.
Defects that do not considerably impact the use of the program will be eliminated with the delivery of the next version. BCT is not responsible for the elimination of defects in programs that were modified or otherwise manipulated by the customer.
Distant customer service by BCT is possible, if the customer has the necessary equipment available. In co-operation with BCT, the customer shall provide the line to the communication network at his cost so that both systems can be linked together. The customer shall bear the incurred line fees.
BCT ensures that the software including documentation corresponds to the tasks specified in the contract, if applied as specified and that it does not have defects that revoke or reduce the specified purpose of use. The contractual parties are aware that trouble-free software does not exist.
The warranty period is six months, starting with acceptance of the installation.
The customer is only entitled to raise warranty claims if the communicated defects are reproducible or can be shown on automated printouts. The customer shall communicate defects in writing and in a reproducible way by indicating all useful information necessary to detect the defect. The customer is responsible for supporting BCT in eliminating the defects and, if asked by BCT, for submitting data and working material to BCT.
BCT is responsible for eliminating defects within a reasonable period.
Warranty does not apply for programs that were modified or otherwise manipulated by the customer, unless he can prove that such manipulation is not related to the defect when communicating the defect to BCT.
BCT may charge for its services if work is performed based on a customer request and without an actually existing defect.
11. Proprietary rights
All goods (software, documentation, etc.) delivered by BCT to the customer remain property of BCT until paid in full.
German law shall apply for any legal issues between the customer and BCT. The UN purchase right incorporated into German law shall be excluded, if applicable for foreign customers.
Changes and additions to the contract or to any provisions thereof have to be in writing. Should any part of the contract or individual provisions be declared invalid, remaining provisions shall not be affected.
Any disputes arising hereunder between individuals and legal persons will be settled before a competent Offenburg court.