These General Terms and Conditions of Business apply to all license agreements and maintenance agreements of the sole proprietor Hermann Jung, 99096 Erfurt, Germany, Viktor Scheffel Str. 2 (hereinafter "Hermann Jung") in which reference is made to the applicability of these General Terms and Conditions of Business.

§1 Scope of Terms and Conditions
All products, services and offers related to "CalculationWorks BCF" are provided on the basis of these General Terms and Conditions of Business. These General Terms and Conditions of Business shall also apply for all future business relationships even if they are not expressly arranged anew. The Contracting Party's general terms and conditions of business shall not be applied even if they would be implemented through a counter-confirmation giving notice of the Contracting Party's own general terms and conditions of business. These are hereby expressed rejected.

§2 Formation of Contracts
All offers from Hermann Jung are subject to change and are non-binding. A contract shall not become effective at the time an offer is submitted. Rather, orders for Hermann Jung products and services shall be binding only if they were expressly confirmed in writing or execution of services has already begun.

§3 Quality of Products and Services
I.
The products and services to be provided by Hermann Jung must exhibit the qualities that were agreed in contracts. Quality characteristics shall be listed in full in the given contract. Hermann Jung shall be entitled to unilaterally change quality characteristics if this is done over the course of a technical improvement that does not negatively affect the intended use as required under the contact, or if legal provisions make such a change necessary.
II.
The Contracting Party may not alter, remove, destroy or make unreadable any product marking, labeling or indications of origin of software or packing material so far as these exist.
III.
When the reproduction of the contractual object is granted to him/her, the Contracting Party must affix the markings and manufacturer notes listed in paragraph II to copies of the subject of the contract, or incorporate these items into said copies.

§4 Prices
I.
All price markings from Hermann Jung shall be net prices. Additional costs for delivery, shipping, value-added tax and other costs affecting performance of the contract shall not be included in the price marking. Unless otherwise provided in the contract, all prices shall be given in euros (€).
II.
In the event additional costs arise for performance of the contract and are borne by Hermann Jung, these must be reimbursed by the Contracting Party upon demand.
III.
The definitive price for the product or service is the price cited in the quote, or, in the event that no quote was submitted, the price cited in current Hermann Jung price lists.

§5 Right of Use
I.
After the Contractual Party pays full compensation as arranged in the Contract, he/she shall acquire the right to use the delivered software on the computer system that was arranged between the contractual parties and in accordance with the arrangements stipulated in the license agreement.
II.
If use of the software is prevented due to failure of this computer system, the Contractual Party may temporarily carry out the use of the contractual object, as arranged in the license agreement, from a different computer system. A copy on the temporary computer system shall be permitted only if it includes the Hermann Jung copyright notice as well as other Hermann Jung property right notes.
III.
Disseminating the contractual object, copies of it or its documentation or otherwise making these accessible to third parties, in part or in full, shall be prohibited.
IV.
The Contractual Party shall not be entitled to undertake program enhancements or changes following the transfer of risk.

§6 Duties to Cooperate
I.
The Contractual Party must ensure that the necessary customer-side requirements are fulfilled with regard to any arrangements concerning services of installation, training or consultation. In particular, the Contractual Party must provide the required premises, communication channels, documents and personnel.
Should the Contractual Party not properly fulfill its duties to cooperate, the contractually arranged periods of performance shall be extended appropriately by Hermann Jung. The additional expense that arises due to the delay, especially as a result of the prolonged provision of Hermann Jung personnel or Hermann Jung's own equipment, shall be billed to the Contractual Party.

§7 Terms of Payment, Settlement Date
I.
The Contractual Partner must settle all products and services provided by Hermann Jung by means of payment within a period of 14 days after these products and services are delivered and an invoice received. The punctuality of the payment is determined by the date on which Hermann Jung receives the payment or on which it is unconditionally credited to Hermann Jung's account.
Billing may also be transmitted electronically in text form by arrangement with the Contractual Partner. The Contractual Partner shall, upon demand, provide an authorized e-mail address for this purpose.
II.
Notwithstanding paragraph 1, Hermann Jung may also demand payment before the product or service is delivered.
III.
Payments must be made through bank transfer.

§8 Warranty
I.
As long as no differing arrangements are stipulated in the provisions below, the warranty shall be aligned with legal provisions.
II.
Hermann Jung shall guarantee that the contractual object shall, with respect to its functions, essentially meet the product description in the given contract.
III.
A guarantee of the suitability of the contractual object for the purposes of the Contractual Partner and for the compatibility of the software with the software available to the Contractual Partner shall be excluded. The Contractual Partner shall be himself/herself responsible for checking, before the contract is concluded, that the contractual object is compatible with his/her software and that the contractual object is suitable for his/her purposes.
IV.
Claims by the Contractual Partner due to material defects in products and services shall become statute-barred one (1) year after delivery of the object to the Contractual Partner. This period shall begin at the time the contractual object is transferred to the Contractual Partner, regardless of the knowledge of the Contractual Partner with regard to a material defect. This provision shall not apply if Hermann Jung intentionally violates an obligation incumbent upon it, in the case of fraudulent concealment of defects or in the case of guarantee assumed by Hermann Jung.
V.
The Contractual Partner must check the product or service immediately after receipt. Any visible defects must be reported to Hermann Jung in text form immediately. Other defects must be reported to Hermann Jung in the same form immediately after they are discovered.
The Contractual Partner must describe the defect in a comprehensible manner.
Should the Contractual Partner fail to submit a proper notification of defects
punctually, the product or service shall be considered as approved.
VI.
The guarantee is first effected by means of a supplementary performance, wherein Hermann Jung may decide whether the guarantee should be effected as a subsequent correction, delivery of a defect-free object or by naming measures to bypass or temporarily work around these defects.
Trivial defects are excluded from this supplementary performance.
VII.
As far as legal provisions do not stand in the way of this, the guarantee shall be excluded in the following situations in particular:
- The Contractual Partner had changes made to the contractual object by a third party.
- The Contractual Partner alters the contractual object or intervenes in some other manner, unless the Contractual Partner proves, in connection with the defect report, that the intervention is not the cause of the defect
- The Contractual Partner disregards specific direction for use provided by Hermann Jung associated with the product or service, especially provisions in accompanying documentation, installation instructions and instructions for use.
- The Contractual Partner uses the contractual object for a purpose not intended under the contract or does not operate the contractual object properly.
- The Contractual Partner alters, removes, destroys or makes unreadable any product marking, labeling or indications of origin of software or packing material.
- The Contractual Partner does not comply with the specified system requirements.
VIII.
The responsible Hermann Jung office shall be responsible for correcting the defect. As far as no other arrangements were made, the defect shall be corrected where the software was installed. If the defect is corrected where the software was installed, the computer of the Contractual Partner must be made available to Hermann Jung during normal business hours and free of charge. If the defect is corrected at the responsible Hermann Jung office and one or more computers must be provided, the Contractual Partner shall be obligated to provide the corresponding equipment at his/her own cost and risk.
IX.
If an expert assessment of the reported material defect shows that no warranty claim actually exists, the expenses made for the expert assessment shall be charged and billed to the Contractual Partner.

§9 Liability
I.
Hermann Jung shall be liable to the Contractual Partner for damages based on intentional or grossly negligent behavior. Any further liability shall be excluded. The limitation of liability shall not apply in the case of death, physical injury or damage to health due to actions on the part of Hermann Jung.
II.
Liability shall be assumed to the extent of foreseeable damage typical for such contracts, but no more than the value of the order in the event of damage. Should the Contractual Partner desire further liability that goes beyond this amount, the Contractual Partner may, at his/her own cost, make appropriate arrangements to take out additional insurance.
III.
Liability for data loss or damage as well as liability for expenses for recovering lost data shall be excluded as long as the data loss was not caused by intentional or grossly negligent behavior on the part of Hermann Jung. The Contractual Partner shall himself/herself be responsible for backing up the data he/she stores. It is recommended that this data be backed up on a daily basis. The Contractual Partner is encouraged to back up his/her stored data before any maintenance work, service work or installation work is carried out.

§10 Data Protection
The collection of personal data that are transmitted by the Contractual Partner or collected by Hermann Jung are used exclusively to prepare contracts and for purposes of contract performance.

§11 Copyrights
I.
Hermann Jung shall be liable for ensuring its products and services provided within the European Community are free of third-party property rights and shall release the Contractual Partner from all corresponding claims by third parties.
Should a third party assert property rights against the Contractual Partner, Hermann Jung must be informed of this in writing immediately. The Contractual Partner shall leave it up to Hermann Jung to defend the asserted claims at its own expense.
II.
Should third-party rights be violated as a result of a product or service provided by Hermann Jung, Hermann Jung, at its own option and own cost shall
- Provide the Contractual Partner the right to use the product or service or
- Render the product or service so it is free of infringement or
- Take back the product or service at the price invoiced, less an appropriate compensation for use up to that point.
III.
In the event Hermann Jung violates third-party rights and these rights are asserted against it, Hermann Jung shall be entitled to prohibit the Contractual Partner from continuing to use the product or service in question.
IV.
The Contractual Partner shall grant Hermann Jung the authority to independently manage and complete the legal claims asserted against the Contractual Partner as well as any legal dispute initiated against the Contractual Partner. The Contractual Partner shall provide Hermann Jung with appropriate support in this case. This obligation shall not apply if the Contractual Partner, upon conclusion of the contract, was not aware of and did not need to be aware of the property right or copyright.
V.
Liability of Hermann Jung due to violation of a third-party copyright or other property right shall be excluded if the Contractual Partner caused the violation of the copyright or property right by acting in a manner contrary to the terms of the contract.

§12 Other Provisions
I.
The Contractual Partner may only offset claims by Hermann Jung with undisputed or legally determined claims.
II.
The Contractual Partner's general terms and conditions of business shall not be applicable.
III.
All arrangements between Hermann Jung and the Contractual Partner shall be subject exclusively to German law, excluding the application of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980, effective January 01, 1988.
IV.
The sole place of jurisdiction shall be Erfurt (Germany).
V.
Should individual provisions of these General Terms and Conditions of Business be invalid or unenforceable or become invalid or unenforceable after the contract is concluded, this shall not affect the validity of the remaining provisions of the Contract. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision whose effect comes closest to the economic purpose intended by the contractual parties with the invalid or unenforceable provision. The provisions above apply accordingly should the agreement prove to contain omissions.

Last update: June 05, 2014