hereinafter referred to as accompio PrimeTec – the GTC apply to the respective contractual partner of accompio PrimeTec.
These terms and conditions apply to all transactions, contracts, deliveries, services, and offers (including services and consulting) in the business dealings of accompio PrimeTec with third parties, in which a consumer is not involved. They also apply in their currently valid version to all future transactions between accompio PrimeTec and a customer, even if they are not expressly agreed upon again. Other terms and conditions do not become part of the contract, even if accompio PrimeTec does not expressly object to them.
1. Conclusion of Contract, Content and Written Form
Our offers are always subject to change; prior sale is reserved. Legal obligations only arise upon a contract signed by both parties or our written order confirmation, or when accompio PrimeTec commences performance of the contractually agreed services. The content of the contract or our order confirmation is decisive for the business transaction and our performance obligations. Ancillary agreements, assurances, and other arrangements made before or at the time of placing an order or concluding a contract, as well as all contract amendments and supplements, particularly changes and resolutions made during project meetings, must be in writing. The written confirmation of changes or supplements must be issued by authorised persons of accompio PrimeTec.
2. Contractual Deadlines
Performance deadlines are only binding if they have been confirmed in writing by accompio PrimeTec and the customer has timely provided accompio PrimeTec with all information and documents required for the performance of the services, granted permits and approvals, and carried out any other necessary co-operative actions. The customer undertakes to notify of any postponements in good time to enable accompio PrimeTec to make the necessary arrangements. accompio PrimeTec undertakes to inform the customer immediately if the provision of services is delayed or becomes impossible due to circumstances beyond the control of accompio PrimeTec.
If the customer does not adequately fulfil their co-operative duties, thereby delaying the performance of contractual obligations by accompio PrimeTec, the agreed deadlines shall be automatically extended appropriately, but by at least the period of the delay. Furthermore, accompio PrimeTec shall be entitled to an appropriate adjustment of remuneration if this has incurred additional expenses.
3. Provision of Services
Unforeseeable, unavoidable, or events beyond the control of accompio PrimeTec (such as force majeure, war, natural disasters, or labour disputes) which hinder the performance by accompio PrimeTec and for which accompio PrimeTec is not responsible, shall release accompio PrimeTec from its obligation to perform for the duration of such events. Agreed performance deadlines shall be extended by the duration of the disruption. We will inform our customers immediately of the occurrence of the disruption. If the end of the disruption is not foreseeable or if it lasts longer than one month, either party shall be entitled to withdraw from the contract. Services already rendered will be refunded without delay. This shall apply accordingly if the aforementioned circumstances occur with a supplier or sub-supplier of accompio PrimeTec.
If accompio PrimeTec is reliant on the services or supplies of third parties for the provision of its services, accompio PrimeTec shall be entitled to withdraw from the contract if accompio PrimeTec is not supplied by its own supplier and is not responsible for the non-supply, or if accompio PrimeTec cannot procure the subject matter of the service despite reasonable efforts or only at a significantly inflated price. accompio PrimeTec will inform the customer immediately about the non-availability of the services and will refund any consideration already paid by the customer without delay.
4. Retention of title
accompio PrimeTec retains ownership of delivered goods until full payment of all claims arising from the business relationship with the customer. In the case of a running account, the reserved ownership serves to secure the balance claim due to accompio PrimeTec. The exercise of retention of title does not constitute a withdrawal from the contract.
The customer may only resell the goods subject to retention of title or combine them with items belonging to third parties in the ordinary course of business and on condition that the claim against the customer's buyer arising from the resale or combination is transferred to us. . The customer shall not be entitled to pledge the reserved goods in any other way, to assign them as security or to make any other dispositions that jeopardise the property of accompio PrimeTec. The customer hereby assigns to accompio PrimeTec the claim from the resale or combination as well as any claims due to loss or deterioration of the reserved goods with all ancillary rights; accompio PrimeTec hereby accepts this assignment. In the event of resale on credit, the customer shall be obliged to resell only subject to retention of title or to adequately secure our rights to the goods subject to retention of title in any other way. If the customer sells the goods subject to retention of title after combination or together with other goods, the assignment of claims shall only be deemed to have been agreed in the amount of the part corresponding to the gross price agreed between accompio PrimeTec and the customer plus a security margin of 10%.
The customer is revocably authorised to collect, as trustee for accompio PrimeTec, the claims assigned to accompio PrimeTec in their own name. accompio PrimeTec may revoke this authorisation, as well as the right to resell or combine, if the customer fails to fulfil their essential obligations, particularly their payment obligations. If the customer fails to fulfil their essential obligations, they are obliged, at the request of accompio PrimeTec, to provide the data required for collection and to hand over the necessary documents (in particular, the buyer's name, address, telephone number, and the goods sold to them) so that accompio PrimeTec can notify the buyer of the assignment of the claim and collect it themselves.
In the event of seizure or other interference with the reserved property or the assigned claim by third parties, the customer is obliged to immediately point out the retention of title and the ownership of accompio PrimeTec, as well as the assignment of the claim. The customer is obliged to inform accompio PrimeTec immediately by telephone and, upon request, additionally in writing, stating the facts and the necessary information that enable accompio PrimeTec to protect its rights against the third party, and to hand over the relevant documents to accompio PrimeTec. The customer shall bear the costs of defending against such interference.
The accompio PrimeTec undertakes to release the granted securities upon the customer's request, at the discretion of accompio PrimeTec, to the extent that their value exceeds the secured claims by 10 %. As soon as all claims arising from our business relationship with the customer have been fully paid, ownership of the reserved goods and the assigned claims shall pass to the customer without further ado.
5. Contractual Lien
The accompio PrimeTec has a contractual lien on items belonging to the customer that have come into its possession, due to its claims for payment for services rendered. The lien also secures all outstanding claims for payment arising from previously performed work, deliveries, and other services for the customer.
6. Set-off
The customer may only offset claims or assert a right of retention or refusal of performance against accompio PrimeTec with undisputed or legally established claims.
7. Right of retention
The customer cannot assert a right of retention unless it is based on the same contractual relationship.
8. Transfer of rights and obligations
PrimeTec is entitled to transfer rights and obligations arising from the contract to a third party. The transfer of obligations to a third party is effective without the customer's consent.
Unless otherwise agreed, our deliveries and services shall be subject to the prices in accordance with the accompio PrimeTec price list valid at the time of contract conclusion. Expenses (in particular travel expenses, allowances, accessories, shipping and insurance costs) as well as additional services shall be remunerated according to expenditure or the current accompio PrimeTec price list, respectively. Value added tax shall be added where legally applicable.
All products originating from outside the European Union (EU) must be delivered duty-free. When delivering duty-free goods, as well as for intra-community deliveries of goods (Art. 28 c, A, (a) of the VI. EU Directive), no VAT may be shown on the invoice to accompio PrimeTec. The VAT identification number (USt-Id-Nr.) of accompio PrimeTec is shown below the invoice address on the order. For all intra-community deliveries to accompio PrimeTec, the applicable VAT identification number of accompio PrimeTec and the applicable VAT identification number of the supplier must be stated on all invoices. With the order, the corresponding VAT identification number is considered to have been disclosed to the supplier.
The invoices from accompio PrimeTec are due for payment 14 calendar days after the invoice date without any deduction. The customer will be in default no later than 30 calendar days after the invoice date, without requiring a separate reminder. In the event of default, the customer shall owe statutory default interest. The assertion of further damages is reserved.
Our deliveries are made ex-works or ex-warehouse. We are entitled to make partial deliveries provided they are not unreasonable for the customer. The risk of accidental deterioration or accidental loss passes to the customer upon loading of the goods or handover for dispatch, even if delivery or dispatch has been agreed. If acceptance or dispatch is delayed for reasons for which we are not responsible, the risk passes to the customer upon notification of readiness for dispatch.
Delivery or dispatch (including by accompio PrimeTec itself) shall be at the customer's risk and expense. accompio PrimeTec is not obliged to take out transport insurance. Transport insurance will only be taken out upon specific request and at the customer's expense. The customer is liable for any damage or delays for which they are responsible.
Any quality or other warranties must be agreed upon in writing and expressly designated as such. Product descriptions and representations are descriptions of performance and do not constitute a warranty. References to technical regulations do not give rise to warranty commitments.
2. The customer must inspect the delivered items immediately upon receipt. Recognisable defects, quantity discrepancies or incorrect deliveries must be reported to us in writing without delay, but no later than 10 calendar days. Otherwise, the goods are considered approved. The customer must grant us adequate opportunity to inspect the reported complaints.
3. Warranty claims shall be excluded if the customer has made alterations or interventions to the delivered goods.
4. Where a defect is valid and has been notified in due time, we shall be entitled, at our discretion, to remedy the defect or to provide a replacement. The customer shall grant us the necessary support and access for this purpose. If we are unwilling or unable to remedy the defect or provide a replacement (whereby we are entitled to two attempts to rectify each defect), or if this is unreasonably delayed for reasons for which we are responsible, the customer shall be entitled, at his discretion, and without prejudice to any claims for damages, to withdraw from the contract or to demand an appropriate reduction in the purchase price. The right of withdrawal shall be excluded in the case of insignificant defects.
5. The customer must notify accompio PrimeTec in writing immediately and in an understandable form, providing information suitable for error correction, of any errors that occur during contractual use.
6. Defects that do not arise from circumstances for which we are responsible, but which originate from the customer's sphere of risk (e.g. hardware defects, unsuitable operating materials, unsuitable environmental conditions, changes to the system environment, incorrect operation, failure to comply with installation instructions, other third-party influences, normal wear and tear), do not constitute a defect and do not lead to warranty claims against accompio PrimeTec.
7. At its discretion, accompio PrimeTec may carry out the rectification of defects or troubleshooting at its premises, via remote maintenance or on-site.
8. Should the customer obtain updates or upgrades for standard software from a third party (e.g., via internet download), accompio PrimeTec shall not be liable for any resulting errors. The customer bears the burden of proof that an error is not attributable to such an update or upgrade.
9. Warranty claims against accompio PrimeTec shall become time-barred one year after the statutory commencement of the limitation period. Statutory limitation periods shall apply, by way of derogation, to claims for damages arising from wilful intent or gross negligence, from the breach of essential contractual obligations or the injury to life, limb or health, from warranty, as well as for claims under the Product Liability Act.
10. Warranty claims against accompio PrimeTec shall only accrue to the direct purchaser and are, except in the cases of Section 354a of the German Commercial Code (HGB), non-transferable.
11. If accompio PrimeTec has acted on the basis of a customer's error message, even though accompio PrimeTec was not liable for warranty, accompio PrimeTec may claim remuneration from the customer for its services and expenses based on its price list valid at the time of service provision.
1. To the extent that commercial protective rights (in particular copyright, patent, trademark and other performance protection rights) exist for the deliveries and services of accompio PrimeTec, for example for software, concepts or feasibility studies, these protective rights or corresponding exploitation rights arising from them exclusively belong to accompio PrimeTec in relation to the customer. accompio PrimeTec would like to point out that the commercial protective rights for consulting and development services provided by accompio PrimeTec or its vicarious agents, particularly software developments, generally remain with accompio PrimeTec.
2. The customer is entitled to use the delivered software or other deliveries and services to the extent contractually agreed. The customer shall observe the industrial property rights of accompio PrimeTec or third parties. The customer shall inform accompio PrimeTec in writing without delay if third parties assert property rights against them. The customer authorises accompio PrimeTec, at its discretion, to conduct discussions with third parties and, in this case, shall support accompio PrimeTec to the best of their ability and, in particular, provide accompio PrimeTec with the necessary information and documents for this purpose.
3. Duplicates or reproductions of delivered items, particularly software including manuals, as well as usage extensions, may only be made at the customer's premises with the written consent of accompio PrimeTec.
Necessary recalculation
The customer is obliged to fully inform accompio PrimeTec of all circumstances affecting the realisation of the agreements made with accompio PrimeTec. In calculating its services, accompio PrimeTec assumes the accuracy of the information provided by the customer. Should this information prove incorrect or incomplete, thereby necessitating additional expenditure on the part of accompio PrimeTec, accompio PrimeTec may recalculate and amend its offer accordingly, or demand a corresponding adjustment to the contract.
Customer's duty to cooperate
For the successful implementation of a project, accompio PrimeTec requires that the client, within their operational sphere, creates all the necessary conditions for the ACCOMPio PrimeTec employees to work effectively in the data processing environment, and provides the necessary technical prerequisites for proper service delivery. In particular, the information required to carry out the work must be made available in a timely manner. The client shall provide accompio PrimeTec with all necessary support and co-operation (such as information, resources, computing time, test data, workplaces, communication means) free of charge within the scope of performing the services to be rendered.
Remuneration
Unless otherwise agreed in the contract, services will be invoiced by accompio PrimeTec based on the time spent at the applicable hourly rates according to the accompio PrimeTec price list. Travel costs will be invoiced at a mileage flat rate. In addition, incurred travel, accommodation, and material costs will be calculated according to the rates in the respective valid accompio PrimeTec price list.
Acceptance and handover of services
A performance certificate shall be drawn up to confirm the completion of services provided by accompio PrimeTec. By signing, the customer confirms that all services within the scope of the order have been rendered and handed over, and that the order is concluded. If partial services have been agreed upon, this regulation shall apply accordingly. If accompio PrimeTec provides further services to the customer after handover, these services shall be invoiced separately and on the basis of the current price list of accompio PrimeTec, unless expressly agreed otherwise.
Data loss
The accompio PrimeTec contract makes it an absolute requirement that the customer has a fully functional data backup at all times. The performance and guarantee of proper data backup are exclusively the responsibility of the customer, unless accompio PrimeTec has expressly committed to this in writing. Otherwise, accompio PrimeTec shall not be liable for the loss of securable data; in particular, claims for damages by a customer against accompio PrimeTec for the loss of data are excluded if the damage would not have occurred with proper data backup by the customer.
The contracting parties undertake to treat all information, documents or objects that come into their possession or become known to them before or during the performance of the contract with confidentiality, even after the end of the contract, unless expressly agreed otherwise. The customer shall only make the information, documents and objects accessible to employees or third parties for their intended use and shall oblige them accordingly to confidentiality.
2. The customer agrees that we may store and process their data necessary for business transactions with accompio PrimeTec, or pass it on to the manufacturer of delivered goods, particularly software, insofar as this is necessary for proper delivery or provision of services.
Claims by the customer for damages, on whatever legal grounds, are excluded. This does not apply to claims for damages under the Product Liability Act, for breach of a material contractual obligation, or for damages based on intentional or grossly negligent breach of duty by us, or on a guarantee. In the event of injury to life, body or health, we shall also be liable for a merely negligent breach of duty. A breach of duty by a statutory representative or a vicarious agent is equivalent to a breach of duty by us. In the event of a breach of a material contractual obligation, our liability shall be limited to the contractually typical, foreseeable damage, provided that there is no intent or gross negligence, or we are liable for injury to life, body or health, or based on a guarantee. These rules do not involve any alteration of the burden of proof.
1. Notwithstanding any other rights to which it is entitled, accompio PrimeTec may repossess or take back the delivered goods to secure its claims if the customer defaults on their payment obligations and accompio PrimeTec has previously notified the customer of this measure and set a reasonable grace period for payment. In the same way, accompio PrimeTec may revoke rights of use granted to the customer for delivered goods, particularly for software.
2. accompio PrimeTec may cease to perform all contracts with a customer if the customer defaults on a payment owed by them, or if there are specific indications of the customer's impending insolvency. In such cases, accompio PrimeTec may demand payment concurrently with the provision of its services, even if the contract provided for accompio PrimeTec to render performance in advance. Furthermore, accompio PrimeTec is entitled to demand adequate security for payment claims that are not yet due. If the customer fails to provide the requested security, or provides insufficient security, accompio PrimeTec may withhold performance.
3. All other rights of accompio PrimeTec remain unaffected.
1. If the customer does not accept the contractually agreed service offered to them, accompio PrimeTec may, without prejudice to its other rights, dispose of the items to be delivered otherwise after an appropriate deadline has expired fruitlessly. Accompcio PrimeTec shall be under no obligation to provide a replacement delivery if the sold delivery items cannot be procured or can only be procured at a significantly excessive price, despite reasonable efforts. Under these circumstances, the customer's claim to delivery shall lapse after accompio PrimeTec has informed the customer of the impossibility or considerable difficulty, unless the customer agrees to an alternative delivery option offered by accompio PrimeTec.
2. If the customer does not accept the contractually agreed service offered by accompio PrimeTec and is consequently in default of acceptance, accompio PrimeTec may, without providing proof, demand 15 % of the agreed gross price for the offered service as compensation. accompio PrimeTec reserves the right to claim higher actual damages. The customer remains free to prove that accompio PrimeTec incurred substantially lower or no damage at all.
3. If despatch is delayed at the customer's request, accompio PrimeTec shall be entitled to charge the customer for the costs incurred by storage, amounting to at least 0.03 % of the gross invoice amount per day or part thereof. This entitlement shall accrue to accompio PrimeTec from the expiry of one month after notification of readiness for despatch.
4. Other rights of accompio PrimeTec remain unaffected.
Our contracts are exclusively governed by German law, to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The contract language is German. The place of jurisdiction, insofar as legally permissible, is Dresden. accompio PrimeTec is also entitled to sue at the customer's registered office. The place of performance for the deliveries and services of accompio PrimeTec, as well as the place of payment for the customer's payments, is Dresden.
Should individual provisions in our contracts with the customer or our general terms and conditions be or become wholly or partially invalid, or should a gap arise, the validity of the remaining provisions shall not be affected thereby. In place of the invalid provision or to fill the gap, a suitable regulation shall be implemented which, as far as legally possible, comes closest to what the contracting parties intended or would have intended had they considered the matter.
As of: 01.03.2022
accompio PrimeTec GmbH
Stresemannplatz 3
01309 Dresden
