General Terms and Conditions
Megatech Software GmbH (Megatech)
0. General provisions
Sales and deliveries are subject to the following conditions exclusively. Other conditions are valid only if they have been accepted by us in writing. Should any provision of the present Terms and Conditions be or become ineffective, both the contract and the provisions of the present Terms and Conditions shall remain effective in other respects. Any amendments of the following Terms and Conditions must be made in writing.
1. Conclusion of contract
Our offers are subject to change. Orders are accepted in both oral and written form. A contract is deemed concluded even if it has not been confirmed in writing.
Prices are stated in EUR and are exclusive of packaging, transport and postage.
3. Shipping and delivery
Goods are delivered by transport companies selected by Megatech. Megatech is entitled to partial deliveries. Shipping and delivery – including partial deliveries – are effected for purchaser’s account. Risk passes to purchaser when the goods are handed over to the forwarder. This also applies if carriage-free delivery has been agreed.
4. Prices and terms of payment
Prices are strictly net and free to shipping point. All prices are based on our currently applicable price list.
Our invoices are payable immediately COD or cash in advance unless special individual arrangements have been made in writing. Payments on invoices are due strictly in accordance with the agreed payment term confirmed in writing by Megatech, and invoices are payable without deductions. Megatech may specify that use of the software is contingent on full settlement of payment. Set-off or asserting a right of retention is possible only with counterclaims that are undisputed by Megatech or that have been legally established. Credit vouchers issued by Megatech are exclusively product vouchers for software available from the Megatech price list and must be used within three months of date of issue, after which time they lapse.
5. Delivery times
Delivery times are stated to the best of the company’s knowledge and belief. They are provisional and non-binding at all times. Claims for damages because of delay or non-performance are excluded.
Complaints as to quantities must be reported in writing within ten days of receipt of the products.
The notification period for demonstrably defective materials or faulty execution making use of the supplied products impossible lapses after six months, and with it liability. Liability is limited to one free replacement of unusable products. The supplier is therefore not liable for consequential damages arising from use of the defective products.
7. Warranty, liability
Megatech would like to point out that in the present state of the art it is not possible to create software that works perfectly in all applications and combinations.
Contracts are therefore concluded in respect of computer programs that are designed for use only in accordance with the program description and the operating instructions and suitable for use as described in the user manuals.
Purchasers decide on their sole responsibility whether a product ordered from Megatech will run on the computer system intended for it. The warranty period is six months from date of delivery to the purchaser. Liability for damages or losses arising from use of the products supplied by Megatech is excluded.
The recipient alone is responsible for correct use of the product, especially for the protection of data treated or processed with the product. Liability for the software is based on the licence agreements accompanying the software.
Claims for damages against Megatech or its vicarious agents, for whatever legal reason, particularly also for indirect or consequential damages, are excluded. This does not apply where liability is mandatory in cases of intent or gross negligence or in the absence of assured properties. However, claims for damages are limited to the amount of the order in each case. Any further or other claims of the purchaser than those laid down in the present conditions are excluded, regardless of their legal basis.
8. Reservation of title
The supplier reserves title to the supplied product. Title does not pass to the purchaser until purchaser has fulfilled all payment obligations from his current business relationship with the supplier, in the case of cash payments with bills or cheques only after full redemption and payment, including all incidental expenses. Pledges or transfers to third parties as collateral are not permitted before this time.
By virtue of applicable law, the product is under extended reservation of title. Resale is allowed only for resellers in normal commercial business circumstances. For every resale, resulting claims and revenues are due to the manufacturer of the product up to the amount of his claims. The reseller must therefore manage payments received by him in trust until our claims have been satisfied.
Neither assertion of reservation of title in case of default or prospective insolvency nor seizure of the products delivered shall constitute rescission of contract. In case of a seizure by third parties, the purchaser shall notify the supplier immediately.
9. Place of performance, jurisdiction, and applicable law
Place of performance and exclusive jurisdiction for delivery and payment as well as for all litigation is 26122 Oldenburg, Germany. The laws of the Federal Republic of Germany shall apply exclusively with the exception of the Uniform Commercial Code and the Uniform Contract Code.