GTC Neteye GmbH

General Terms and Conditions (GTC) of VALEO IT Neteye GmbH

1. Scope

The deliveries, services and offers of VALEO IT Neteye GmbH are made exclusively based on these terms and conditions, unless otherwise agreed. Even if VALEO IT Neteye GmbH does not expressly contradict them, other contractual terms do not become part of the contract. Even if no further reference is made to this when further contracts are concluded, these general contractual terms and conditions of VALEO IT Neteye GmbH shall exclusively apply, unless the contracting parties agree otherwise in writing.

 

 

2. Offer and conclusion of contract

2.1. The offers from VALEO IT Neteye GmbH are subject to confirmation and non-binding, unless the offer is referred to as binding in writing or electronically (fax or email). A legal binding is based only on a contract signed on both sides or through the customer's order and receipt of an order confirmation from VALEO IT Neteye GmbH, sent in writing or electronically (fax or email), and also on the fact that the company VALEO IT Neteye GmbH begins with the contractual performance or delivers the goods.

2.2. Unless otherwise stated, VALEO IT Neteye GmbH is committed to the prices included in its offers for 14 days from the date thereof. The prices stated in the offer of the company VALEO IT Neteye GmbH plus the respective statutory sales tax are decisive. Additional deliveries and services will be charged separately. In particular, training in the hardware and software supplied and installation of the same must be paid. Separate contracts must be concluded for this.

2.3.The decisive factor for the scope, type and quality of deliveries and services is the contract signed on both sides or the order confirmation from VALEO IT Neteye GmbH, otherwise the offer from VALEO IT Neteye GmbH. Other information or requirements become part of the contract only if the contracting parties agree in this regard in writing or VALEO IT Neteye GmbH has confirmed them in writing.

2.4. The sales staff of VALEO IT Neteye GmbH are not authorized to make oral side agreements or to give oral assurances that go beyond the content of the written contract.

 

 

3. Delivery period

3.1. Details of delivery and service times are non-binding, unless they have been confirmed as binding by VALEO IT Neteye GmbH. The company VALEO IT Neteye GmbH can provide partial services as far as the delivered parts can be used in a sensible manner.

3.2. Delays in delivery and performance due to force majeure and events that not only temporarily make delivery difficult or impossible for VALEO IT Neteye GmbH” - this includes in particular strikes, lockouts, official orders, etc., even if they occur with suppliers of VALEO IT Neteye GmbH or their subcontractors -, VALEO IT Neteye GmbH is not responsible even if deadlines and delivery times have been agreed as binding. They entitle VALEO IT Neteye GmbH to postpone the delivery or service for the duration of the impediment plus a reasonable start-up time or to withdraw from the contract in whole or in part because of the part not yet fulfilled.

3.3. If the contracting parties subsequently agree on additional services that affect the agreed deadlines, these deadlines will be extended by a reasonable amount of time.

 

 

4. Payment, offsetting

4.1. Unless otherwise agreed, the invoices from VALEO IT Neteye GmbH are payable immediately after invoicing without any deductions.

4.2. Offsetting against customer counterclaims or withholding payments due to such claims is only permitted if the counterclaims are undisputed or have been legally established.

4.3. VALEO IT Neteye GmbH is entitled to carry out or provide outstanding deliveries or services only against advance payment or security if, after concluding the contract, it becomes aware of circumstances that are likely to significantly reduce the customer's creditworthiness, and which jeopardizes the payment of the open claims of VALEO IT Neteye GmbH by the customer from the respective contractual relationship.

4.4. If the customer is in default, VALEO IT Neteye GmbH is entitled to demand interest from the relevant point in time in accordance with the statutory regulations.

 

 

5. Sending invoices via e-Mail

5.1. Company VALEO IT Neteye GmbH reserves the right to invoice the agreed service by post or electronically by email.

5.2. The customer has to ensure that all electronic invoices sent by email can be properly delivered by VALEO IT Neteye GmbH to the email address provided by the customers and accordingly adapt technical facilities such as filter programs or firewalls. Any automated electronic written replies to VALEO IT Neteye GmbH, in particular out-of-office messages, cannot be taken into account and do not prevent the valid delivery.

5.3. The customer must immediately notify VALEO IT Neteye GmbH in writing and in a legally valid manner about any change in the email address to which the invoice is to be sent. Failure to send the notification in due time, the invoice is deemed to have been received upon delivery to the last email address given.

 

 

6. Warranty, liability

The guarantee is based on the legal regulations. By way of derogation from this shall apply:

 

6.1. For business contractors

6.1.1. an insignificant defect basically does not justify any claims for defects,

6.1.2. Valeo IT-GmbH might choose the type of supplementary performance,

6.1.3. for new goods, the limitation period for defects is one year from delivery of the goods,

6.1.4. for used goods, the rights and claims due to defects are fundamentally excluded.


6.2. For consumers, the limitation period for claims for defects is

6.2.1 for new goods, two years from the delivery of the goods to the customer,

6.2.2. for used goods, one year from the delivery of the goods to the customer.

6.3. The statutory limitation periods remain unaffected in the event of an intentional breach of duty and fraudulent concealment of a defect.

6.4. In the event that there is a mutual commercial transaction, the customer has the obligation of commercial inspection and to give notice of defects according to § 377 HGB. If the customer fails to comply with the notification requirements regulated there, the goods are considered approved.

6.5. Warranty claims do not exist in the event of excessive or improper use, non-reproducible or otherwise verifiable errors by the customer, as well as damage caused by subsequent changes by the customer or third parties.

6.6. VALEO IT Neteye GmbH assumes no liability for the correctness of technical data and other information in manufacturer's brochures. Furthermore, they are not considered as guaranteed properties of VALEO IT Neteye GmbH or as agreed with VALEO IT Neteye GmbH. To the extent that VALEO IT Neteye GmbH is entitled to claims against the manufacturer from the manufacturer's information, VALEO IT Neteye GmbH undertakes to assign these claims to the customer insofar as the customer is not entitled to a warranty claim against VALEO IT Neteye GmbH.

6.7. VALEO IT Neteye GmbH assumes no liability for the loss of data. The data backup is the customer's responsibility. The customer assures VALEO IT Neteye GmbH that it has backed up all data on separately stored data backup media before starting the activity of the company VALEO IT Neteye GmbH.

6.8. The company VALEO IT Neteye GmbH can demand reimbursement of its expenses insofar as it acts based on a report without there being a defect, unless the customer could not reasonably see that there was no defect or – a reported fault was not reproduced or is otherwise demonstrable by the customer as a defect or - additional effort is incurred due to improper fulfillment of the customer's obligations.

 

 

7. Liability

7.1. The company VALEO IT Neteye GmbH is liable for the damage caused by it or by its legal representatives or vicarious agents, either deliberately or negligently, for the violation of essential contractual obligations as well as for the injury to life, body or health.

7.2. In addition, the company VALEO IT Neteye GmbH is only liable for damages caused, either deliberately or through gross negligence, by it or by its legal representatives or vicarious agents.

7.3. In case of slightly negligent violation of duty, the liability of VALEO IT Neteye GmbH is limited to the foreseeable, contract-typical average damage depending on the type of service. This also applies to slightly negligent violation of duty by the legal representatives and vicarious agents of VALEO IT Neteye GmbH. This limitation of liability does not apply to an injury to life, body or health attributable to VALEO IT Neteye GmbH.

7.4. In the event of delay, VALEO IT Neteye GmbH will reimburse the customer for the damage demonstrably caused by the delay within the scope of sections 7.1 to 7.3.

7.5. Exclusions of liability or restrictions do not apply insofar as the company VALEO IT Neteye GmbH has taken over a guarantee that had the purpose of protecting against the occurrence of the damage claimed.

7.6. Liability under the Product Liability Act remains unaffected.

7.7. Except in the case of willful intent and gross negligence as well as when a guarantee is given (7.5), VALEO IT Neteye GmbH is not liable for indirect damage, such as additional expenditure or lost profit due to a defective delivery or service.

 

 

8. Violation of Third Party Rights

8.1. VALEO IT Neteye GmbH is only liable for violations of third party rights by its services if the services are used in accordance with the contract.

8.2. If a third party makes a claim against the customer that a service provided by VALEO IT Neteye GmbH violates its rights, the customer shall immediately inform VALEO IT Neteye GmbH. However, VALEO IT Neteye GmbH and, if applicable, their upstream suppliers are not obliged to ward off the asserted claims at their own expense.

8.3. If the third parties rights are violated by a service made by VALEO IT Neteye GmbH, VALEO IT Neteye GmbH will choose upon its own discretion and expense

8.3.1. to give the customer the right to use the service or
8.3.2. to perform the service free of third party rights upon its own choice and expense.

If no other remedy can be achieved by VALEO IT Neteye GmbH with reasonable effort, both contractual partners can terminate the underlying contract with immediate effect. The interests of the customer are given due consideration.

8.4. The liability regulations in Section 7 apply to claims for damages.

8.5. The risk passes to the customer as soon as the shipment has been handed over to the person carrying out the transport or has left the warehouse of VALEO IT Neteye GmbH for the purpose of shipment. If shipping is delayed at the customer’s request, the risk is transferred to it when the readiness for shipping is notified.

 

 

9. Default of acceptance

If the customer defaults on accepting the properly offered service, VALEO IT Neteye GmbH can exercise its legal rights in the event of non-acceptance. If VALEO IT Neteye GmbH demands compensation, this amounts to 10% of the net invoice value. The compensation is higher or lower if the company VALEO IT Neteye GmbH a higher damage or the customer a lower damage.

 

 

10.  Reservation of title

10.1. The object of purchase remains the unrestricted property of VALEO IT Neteye GmbH until the invoices have been paid in full, plus any additional claims (interest on arrears, reminder fees and the like). In this respect, a pledge or transfer by way of security by the customer is also excluded.

10.2. If the customer is a legal entity under public law, a public law special fund or an entrepreneur, who acts in the course of the contract in the exercise of its commercial or independent professional activity, the reservation of title shall also apply to claims of VALEO IT Neteye GmbH against the customer from the current business relationship up to the settlement of claims due in connection with the acquisition.

10.3. Objects that are manufactured by processing objects owned by VALEO IT Neteye GmbH are the property of VALEO IT Neteye GmbH and will be kept by the customer until the end of its usage rights for the company VALEO IT Neteye GmbH and then released to them.

10.4. When third parties access objects owned by VALEO IT Neteye GmbH, e.g. through seizure or enforcement measures, the customer must point out the ownership structure and immediately notify VALEO IT Neteye GmbH in writing.

10.5. If the customer behaves contrary to the contract, especially in the event of late payment, VALEO IT Neteye GmbH is entitled to withdraw from the contract and to reclaim the reserved goods.

 

 

11. Applicable law, place of jurisdiction, partial invalidity

11.1. The law of the Federal Republic of Germany applies to these terms and conditions and the entire legal relationship between VALEO IT Neteye GmbH and the customer. The provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply.

11.2. f the buyer is a merchant, a legal entity under public law or a special fund under public law, Schwandorf is the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.

11.3. Should a provision of these terms and conditions or a provision in the context of other agreements be or become invalid, the validity of all other provisions or agreements will not be affected.

 

 

12. Dispute Settlement Procedure 

There is no obligation or willingness to participate in a dispute settlement procedure before a consumer arbitration board.

 


As of July 2018