A. General Terms and Conditions
Sec. 1 Scope
- These General Terms and Conditions of Sale (hereinafter: GTCs) shall apply to all contracts made through our online shop between us,Geniatech Europe GmbH
represented by its managing director Mr Heinz-Jürgen Michael Decker
Commercial Register court: Düren Local Court
Commercial Register number: HRB 7197
E-Mail: GTEsales@geniatech.comand you as the Customer. These GTCs shall apply, irrespective of whether you are a consumer, entrepreneur or legal merchant.
- All agreements made between us and you in connection with the Purchase Agreement arise, in particular, out of these General Terms and Conditions of Sale, our written order confirmation and our declaration of acceptance.
- The Parties’ contract shall be governed in all cases by that version of these GTCs in effect at the time the contract is concluded.
- We do not accept any terms and conditions of the Customer departing herefrom. The foregoing shall also apply where we do not expressly object to their incorporation by reference.
Sec. 2 Formation of contract
- Our presentation and advertisement of items for sale in our online shop shall not constitute any binding offer to conclude a Purchase Agreement.
- When sending an order via our online shop by clicking on the “order and pay” button, you are deemed to place a legally binding order. You shall be bound by your order for a period of two (2) weeks from the date the order is placed; any right you have under sec. 3 to cancel your order shall remain unaffected hereby.
- We shall promptly confirm receipt of your order placed through our online shop by e-mail. Such e-mail shall not constitute any binding acceptance of your order except where, in addition to confirming receipt, we simultaneously confirm acceptance.
- The contract is only formed at such time as we accept your order by providing a declaration of acceptance or by delivering the items ordered by you.
- We are only able to consider accepting orders for deliveries of goods abroad where a minimum order value is reached. You may find the minimum order value in the price information provided via our online shop.
- In the event that it should prove impossible for us to supply the goods ordered by you, such as where the goods in question are not in stock, we shall refrain from providing any declaration of acceptance. In such case, no contract is formed. We will promptly inform you thereof and promptly refund any consideration we may have previously received to you.
Sec. 3 Right of cancellation
- If you are a consumer (i.e. a natural person placing the order for purposes which are neither attributable to your commercial or independent professional activities), then you shall have a right of cancellation pursuant to the provisions of applicable law.
- Where you avail yourself of your right of cancellation as a consumer under sub-para. 1 hereof, you shall be required to bear the regular costs of returning the goods.
- In all further and other respects, your right of cancellation shall be governed by the rules set out in detail in the following
Advice on Rights of Cancellation
Right of Cancellation
You have the right to cancel this contract within fourteen days’ time, without any need to specify grounds of cancellation.
The cancellation period is fourteen days from the date on which you (or a third party appointed by you who is not the freight forwarder) took possession of the goods.
In order to exercise your right of cancellation, you must inform us [Geniatech Europe GmbH, Kaiserstraße 100, 52134 Herzogenrath, Tel: 0049-2407-55290-80, Fax: 0049-2407-55290-89, E-Mail: GTESales@geniatech.com] by unambiguous declaration (e.g. by a letter forwarded by post, by facsimile or by e-mail) of your decision to cancel this contract. You may use the attached model cancellation form for this purpose, although this is not required. You may electronically complete the model cancellation form or another unambiguous declaration on our website [insert Internet address] and forward it to us. If you avail yourself of this option, we shall promptly forward confirmation to you (e.g. by e-mail) of our receipt of such cancellation.
For purposes of compliance with the cancellation period, it is deemed sufficient if you despatch notice of your exercise of your right of cancellation prior to expiry of the cancellation period.
Consequences of cancellation
If you have cancelled this contract, we are required to promptly refund to you all payments we have received from you, including the shipping costs (with the exception of additional costs resulting from the fact that you have chosen a different mode of shipping than the most economical standard shipping offered by us), no later than fourteen days from the date on which we have received your notification of your cancellation of this contract. For such refunds, we shall use the same means of payment as you used in your original transaction, except where we have expressly otherwise agreed with you; in no case will you be subject to any charges for such refunds. We may refuse to make a refund until such time as we have received the returned goods or until you have furnished proof that you have despatched the goods back to us, whichever is the earlier.
You are required to return or deliver the goods promptly, in any event no later than fourteen days from the date on which you inform us of your cancellation of this contract, to us or to [insert at this point the name and address of the person authorised to receive the goods, if any]. This period will be deemed complied with if you despatch the goods prior to expiry of a period of fourteen days.
You shall be responsible for the direct costs of shipping the goods back to us.
You will only be required to compensate us for any loss in value of the goods if such loss in value is the result of your handling of the goods in a way which was not necessary in order to inspect their condition, qualities and functionality.
– End of Advice on Rights of Cancellation –
The right of cancellation shall not apply in respect of distance-sales contracts
(a) for the supply of goods which were manufactured to Customer specifications or which are manifestly tailored to the purchaser’s personal requirements or which, due to their condition, are not suitable for return shipping or may quickly spoil or where their expiry date has been exceeded,
(b) to supply audio or video recordings or software if you have broken the seal on the data media supplied to you.
Sec. 4 Terms and conditions of shipping and right to demand advance payment
- We are entitled to ship partial deliveries to you, to the extent this is reasonable to you.
- The delivery period is approx. five (5) business days unless otherwise agreed. Subject to the provisions set forth in sub-para. 3 hereof, the delivery period shall begin at such time as the contract is formed.
- In the case of orders by Customers whose place of residence or business address is located abroad or in cases in which there are justified indications of a risk of payment default, we reserve the right not to ship the goods until we have received the purchase price together with shipping costs (reservation of right to demand advance payment). If we avail ourselves of our right to demand advance payment, we shall promptly inform you thereof. In such case, the delivery period shall only begin to run at such time as the purchase price and shipping costs have been paid.
Sec. 5 Prices and shipping costs
- All pricing information set forth in our online shop are quoted as gross prices, including the statutory VAT therein, and are net of any shipping costs to be added.
- The shipping costs are indicated in our pricing information in our online shop. The price thereof, including the VAT and any shipping costs, will furthermore be displayed in the order form online before you confirm placement of your order.
- If we fill your order under sec. 4 (1) by making partial deliveries, you shall only incur shipping costs for the first partial delivery. Where the partial deliveries are made at your request, we shall charge shipping costs for each partial delivery.
- If you validly cancel your declaration of contract under sec. 3 hereof, then (subject to the statutory prerequisites) you may request a refund of those costs of shipping the goods to you which you have already paid (costs of shipping to Customer) (see 3 (3) in respect of other consequences of cancellation).
Sec. 6 Terms of payment, right of set-off and retention
- The purchase price and shipping costs must be paid no later than two (2) weeks from your receipt of our invoice.
- You may, at your option, transfer the purchase price and shipping costs to our account as indicated in our online shop, grant us direct debit authority or pay our invoice via EC/Maestro or credit card. In the event that you grant us direct debit authority or pay the invoice by EC/Maestro or credit card, we shall not debit your account until the date specified in sub-para. 1 hereof, at the earliest. Any direct debit authority granted to us shall likewise apply to further orders until cancelled by you.
- You are not entitled to exercise any right of set-off against our claims for receivables except where your counterclaims have been ascertained by res judicata court judgment or are undisputed. You shall also be entitled to exercise a right of set-off against our claims for receivables if you have asserted claims for defects or counterclaims under the same Purchase Agreement.
- As a purchaser, you may only exercise a right of retention if your counterclaim arises out of the same Purchase Agreement.
Sec. 7 Reservation of title
The goods delivered to you shall remain our property until such time as the purchase price is paid in full.
Sec. 8 Warranty
- We shall be liable for substantive defects or defects of title in respect of items supplied by us pursuant to the applicable provisions of law, in particular, pursuant to secs. 434 et seq. of the German Civil Code [German acronym: BGB]. The prescription period for statutory claims for defects is two years, commencing from the date the goods are delivered to the Customer.
- Any sellers’ warranties for specific items which we may have provided, or any manufacturers’ warranties which may have been furnished by the manufacturers of certain items, shall be deemed ancillary to the claims for substantive defects or defects of title within the meaning of sub-para. 1 hereof. The details in respect of the scope of such warranties are shown in the terms and conditions of warranty, which may be supplied together with those items.
Sec. 9 Liability
- In all cases of contract and extra-contractual liability, we shall be liable to you for compensatory damages or for compensation of frustrated expenditures for intentional acts or omissions and gross negligence in line with the provisions of applicable law.
- In all other cases, unless otherwise provided in sub-para. 3 hereof, we shall only be liable for breaches of contract, the performance of which is a sine qua non to the proper performance of a contract and upon compliance with which you would ordinarily be entitled, as a Customer, to rely (so-called “cardinal obligations”), but our liability shall be limited to compensation for foreseeable and typical damages. In all other cases, we hereby disclaim all liability, subject to the proviso set out in sub-para. 3 hereof.
- Our liability for losses arising out of injury to life, limb or health and under the German Product Liability Act shall remain unaffected by the foregoing limitations and exclusions of liability.
Sec. 10 Copyright
We hold copyright to all images, films and texts published in our online shop. Absent our express consent, you are not permitted to use any such images, films and texts.
Sec. 11 Applicable law and jurisdiction and venue
- This contract is governed by the law of the Federal Republic of Germany, but excluding application of the United Nations CISG. If you have placed your order as a consumer and at the time of your order had your ordinary residence in a different country, the application of the mandatory laws of such country shall remain unaffected by the choice-of-law provision set forth in the first sentence hereof.
- If you are a legal merchant and at the time of placing the order had your business address within Germany, then jurisdiction and venue shall be vested in the courts at the seller’s registered office. … In all further and other respects, the applicable provisions of law shall apply in respect of geographical and international jurisdiction.
- Dispute resolutionThe EU Commission has set up an Internet platform for resolution of disputes online. That platform serves as a point of contact for extra-judicial settlement of disputes relating to contract obligations arising out of online purchase agreements. You may find further information under the following link: http://ec.europa.eu/consumers/odr . We are neither willing nor obliged to participate in any dispute resolution proceedings before a consumer mediation body.
B. Special Terms and Conditions for software and TV and radio programme information
By way of supplementation to our General Terms and Conditions, the following Terms and Conditions shall apply to the TV and radio programme information accessible through the software provided by us.
Sec. 1 Provision of software
- The subject-matter of these Special Terms and Conditions is the permanent provision of the computer programme referred to in the licence, including the associated user documentation (“Contract Software”) and the grant of the rights of use described in sec. 2 hereof. The hardware and software environment within which the Contract Software should be deployed is likewise set out in the licence.
- We are providing one copy of the Contract Software to you on CD-ROM as well as a printed or downloadable version of the related user documentation. Where we deliver the foregoing to you by means of a download, we shall make the Contract Software and the user documentation available for downloading by you on our website (https://saturn.geniatech.eu/software/). In the event that the software is protected by a licence key, that licence key is being provided to you solely for use of the software as more precisely specified in the present Special Terms and Conditions, the licence and the user documentation.
- The characteristics and functionalities of the Contract Software are comprehensively shown in the licence and product description. The details thereof should be deemed to constitute descriptions of the performance of the products and not warranties. A warranty is only granted where it is expressly referred to as such.
- Unless expressly agreed in the individual case, the subject-matter of this contract does not cover installation and configuration services.
Sec. 2 Grant of rights
- Upon complete payment of the licence fee, you are granted a non-exclusive right to use the Contract Software, unlimited in time, of the scope as stated in these Special Terms and Conditions and in the licence. Prior to full payment of the licence fee, all data media as well as user documentation provided are subject to a reservation of title. The Contract Software may only be simultaneously used by a maximum number of natural persons corresponding to the number of licences acquired by you. Permitted use includes installation of the Contract Software, loading it into working memory and use thereof in accordance with its intended purpose. In all further and other respects, the number of licences and the type and scope of the products are governed by the details set out in the licence. You shall in no case have any right to make the Contract Software acquired by your available for hire or to sub-license it in any other way, to publicly display or make it available (whether by wired or wireless connection) or to provide it to third parties for consideration or gratuitously, e.g. by way of application service providing or “Software as a Service“. Sub-para. 4 hereof remains unaffected hereby.
- You are authorised to create a back-up copy where necessary in order to secure your future ability to use the Contract Software. On the back-up copy created by you, you must place the notation “Back-up copy” as well as a copyright notice of the manufacturer in a visible location.
- You shall then be solely authorised to decompile and duplicate the Contract Software where permitted by law. However, this shall only apply subject to the proviso that, following your request, we have not furnished you with the information necessary for this purpose within a reasonable time.
- Where your use of the Contract Software is of a scope exceeding the licence rights acquired in qualitative (in terms of the type of permitted use) or quantitative respects (in terms of the number of licences acquired), you shall be obliged to promptly acquire the licence rights necessary for permitted use thereof. Where you fail to do so, we shall assert the rights to which we are entitled.
- Copyright notices, serial numbers and other features identifying the programme may not be removed from the Contract Software or altered.
Sec. 3 Warranty
- Our warranty for substantive defects shall not apply to defects based on the fact that the Contract Software is utilised in a hardware and software environment which is not appropriate to the requirements referred to in the licence or to alterations and modifications you have made to the software without being entitled to do so pursuant to law or this contract or by our prior written consent.
- Where you are an entrepreneur, you must promptly inspect the Contract Software upon receipt for manifest defects and must promptly notify us thereof if any such exist, otherwise we shall not honour any warranty for such defects. The foregoing applies mutatis mutandis if a defect of this kind is subsequently discovered. Sec. 377 of the German Commercial Code applies.
- If you are an entrepreneur, then in the event of any substantive defect, we shall initially be entitled to furnish subsequent performance, i.e., at our option, to eliminate the defect (“remediation”) or to supply a replacement. In the event of the delivery of a replacement, the Customer shall, where applicable, accept a new version of the software, except where this results in unreasonable impairments. In cases of defects of title, we shall, at our option, procure a legally valid means of using the Contract Software or modify such that no third-party rights are thereafter infringed thereby. We shall also be deemed to discharge our duty of remediation by providing updates in automatic installation routines for downloading from our website and offering you telephone support to resolve any installation problems which may arise.
- Your right to abate the purchase price or to rescind the contract in the event that remediation or delivery of a replacement fails twice in succession shall remain unaffected hereby. No right of rescission shall apply in respect of non-material defects. Where you assert a claim for compensatory damages or compensation for frustrated expenditures, our liability is governed by sec. 9 of the General Terms and Conditions.
- If you are a consumer, the statutory warranty rules shall apply without limitation.
- With the exception of claims for compensatory damages, warranty claims on the basis of substantive defects are deemed prescribed after a period of two years/after one year if no consumer is a party to the transaction. The prescription period shall begin to run in cases of sale on data media at such time as the Contract Software is delivered to the Customer, and in the event of a sale by download from the Internet, at such time as the access data for the download zone have been communicated and activated. As regards claims for compensatory damages and claims for compensation of frustrated expenditures, sec. 9 of the General Terms and Conditions shall apply.
Sec. 4 Security measures
You shall secure the Contract Software and, where applicable, the access data for online access by undertaking suitable measures to prevent access by unauthorised third parties. In particular, you are required to store all copies of the Contract Software and the access data in a place with adequate protection.
Sec. 5 TV and radio programme information
- We are providing you access to various TV and radio programme information for individual broadcasters and to data from agencies, photographers and others (“Content”).
- All intellectual property rights and copyright in respect of the Content shall remain exclusively with us and/or the respective rightholders and licensors (e.g. television and radio broadcasters, agencies, photographers).
- We hereby grant you the non-exclusive right, limited in time, to use the services agreed hereby. Unless otherwise agreed, you are required to refrain from any further duplication, dissemination, permanent storage, processing and other use of the Content.
- You may not remove or modify source references and other intellectual property right references.
- You shall put all necessary technical conditions in place to ensure that you receive the Content.
- We also make data inter alia of third parties available. You are aware that we have not reviewed such Content for its correctness and that errors in processing the data may arise. We thus do not assume any warranty of the substantive correctness, timeliness and completeness of the Content.
- We assume no warranty that the Content that is being offered will be furnished by the rightholders on specific dates. However, by closely collaborating with the rightholders, we shall endeavour to ensure seamless delivery of the Content to the greatest possible extent.
- You have no claim to have particular Content or particular Content scope offered to you or withheld from you. Where individual items of Content are recalled or no longer offered, you may not derive any rights therefrom.
- Unless otherwise provided in the contract documents, the contract term shall be for 1 year, and shall automatically be extended by 1 year in each case. Either party may terminate this contract upon three months’ notice to the end of any contract year. In respect of timeliness of notice, our receipt of the letter containing the notice of termination shall govern. Notice of termination must be given in written or electronic form.
- The parties’ right to terminate this contract for good cause remains unaffected hereby. Good cause entitling us to terminate this contract without notice shall, in particular, be present if you have breached material obligations of the contract and, in particular, if you have infringed on copyright or intellectual property rights.