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Terms and Conditions

 

CODESYS GmbH, Memminger Str. 151, 87439 Kempten, Germany

I. GENERAL

  1. The following terms and conditions apply exclusively to the entire business relationship with our Customers. Our product range is aimed exclusively at entrepreneurs (as defined under Section 14 of the German Civil Code (BGB), i.e. natural or legal persons or partnerships with legal capacity which, when concluding the business transaction, act in the exercise of their commercial or independent professional activity) as well as legal entities under public law and special funds under public law. The Customer accepts these GT&Cs as binding for this contract and, in the current version, also for all future transactions. We do not accept any conflicting or deviating Customer conditions, regardless of when we receive such conditions. The terms and conditions for software licences are set out in separate contracts.

  2. The Customer's terms and conditions of business do not apply, even if we do not specifically object to their validity in individual cases.

  3. The contracts with the Customer are concluded exclusively in German or English, depending on whether the Customer places the order via the German or English language page of the online shop. If the Customer orders through our German-language website, only the German version of these General Terms and Conditions shall apply. If the order is placed through our English-language website, only the English version of these General Terms and Conditions shall apply. English-language terms to which the corresponding German terms are attached shall always have the meaning of the respective German term.

II. QUOTATION AND CONCLUSION OF CONTRACT

The CODESYS Store is a shop owned by CODESYS GmbH. CODESYS GmbH sells you a licence to use the software products available through this shop. There are 2 categories of products, namely:

1)     Products developed by CODESYS Development GmbH and which are licensed to you by  CODESYS GmbH ("CODESYS Products")

2)      Products developed by third parties and licensed directly to you by those third parties ("Third-Party Products").

The category of each product is displayed in the shop. Your licence for each product is subject to a separate licence agreement,

The licence for each CODESYS product represents a binding agreement between you and CODESYS GmbH.

If you purchase a Third-Party Product, you acknowledge that you are entering into a binding licence agreement directly with the third party that governs your use of the Third-Party Product; CODESYS GmbH is not a party to the licence agreement between you and the third-party provider regarding this Third-Party Product. The third-party provider of the Third-Party Product is solely responsible for this Third-Party Product, with regard to its content, for claims for defects, for damages and for any other claims pertaining to this Third-Party Product.

  1. The presentation of our goods does not constitute a binding offer on our part. Only when you order the goods does the offer become a binding one in accordance with Section 145 of the German Civil Code (BGB). If you accept this offer, we will send you an order confirmation by e-mail.
  2. The content of the sales contract shall be determined by our written order confirmation. Verbal agreements in connection with the conclusion of the contract that supplement or change the order confirmation require our express written confirmation to be effective.

III. DELIVERY AND PERFORMANCE OF THE CONTRACT

  1. The scope of the delivery obligation shall be determined by our order confirmation.
  2. We are also entitled to make partial deliveries as long as they are reasonable for the Customer.
  3. We reserve the right to have orders carried out by third parties.
  4. Delivery dates given to or agreed with the Customer are considered guidelines and require that all technical questions and execution details have been clarified. They are only binding if they have been expressly stated as such in writing.
  5. We cannot be held responsible for delivery delays – even if they occur at suppliers – due to force majeure, such as in particular war, fire damage, floods, strikes, lawful lockouts, outbreaks such as epidemics and pandemics, insofar as a risk level of at least “moderate” is set by the Robert Koch Institute, as a result of changes in official approval or legal situation, of operational disruptions, labour disputes, material procurement problems, even if delivery dates were agreed upon.
  6. The fulfilment of the contract on our part is subject to the condition that there are no obstacles to its performance due to national and international trade regulations as well as no embargoes and/or other sanctions.

IV. EXPORT REGULATIONS, EC IMPORT REGULATIONS

  1. The products that we deliver are intended to be used and remain in the delivery country agreed with the Customer. The Customer must obtain approval for the re-export of contractual products which is subject to the foreign trade regulations of the Federal Republic of Germany; for products imported from the USA, the export control regulations of the United States of America apply. The Customer must find out about these regulations independently and is responsible for obtaining the approvals. The Customer is liable to us for compliance with legal requirements.
  2. If based outside the Federal Republic of Germany, the Customer is obliged to comply with the national value added tax (VAT) regulations of the European Union. It must communicate its VAT identification number to us and, if applicable, any change to that number without being requested to do so, as well as provide information about its status as an entrepreneur, the use and transport of the goods delivered, and the statistical reporting obligation.
  3. The Customer is also obliged to reimburse us for the effort and costs that we incur due to missing or inadequate information regarding the VAT regulation.
  4. We cannot be held liable for the consequences of inadequate or omitted information on the Customer's part regarding VAT regulations, unless we are guilty of intent or gross negligence.

V. PRICES

  1. The prices stated in our order confirmation are binding. Our prices do not include packaging and shipping costs. VAT at the statutory rate is added to the prices.
  2. Package discounts apply only to the purchase of the relevant packages; no package discount may be granted by purchasing individual components incrementally.

VI. SHIPPING

  1. Shipping and delivery – even in the case of partial deliveries – leave from the company headquarters and costs are borne by the Customer.
  2. Unless provided with special instructions, we will ship in the manner that we deem most appropriate. At the Customer's request, an insurance will be taken out in the Customer's name for deliveries and charged to the Customer.

VII. TRANSFER OF RISK

  1. The place of performance is the user's registered office. Section 447 of the German Civil Code (BGB) applies to delivery.
  2. Insofar as acceptance has to take place, it is binding for the transfer of risk.

VIII. WARRANTY, NOTICE OF DEFECTS, LIABILITY

  1. The delivery item must be checked by the Customer immediately after delivery to ensure that it is free of defects and complete. Defects discovered during this process must be reported to us in writing and with a detailed description of the defect. Obvious defects must be communicated to us in writing immediately after delivery; otherwise, the assertion of warranty claims due to this defect shall be excluded. Any defects discovered later must be reported to us immediately; otherwise, the delivery item shall be deemed to have been approved even with regard to these defects.
  2. If the defect occurs only with a certain hardware, it must be kept available for our inspection in the condition in which it was at the time the defect was discovered.
  3. If there is a defect in the purchased item, we will initially, at our discretion, repair the item (one or several times depending on the defect) or arrange to deliver a replacement. If we choose to remedy the defect, we are obliged to bear all necessary expenses, in particular transport, labour and material costs.
  4. Machine translation disclaimer: The official version of all textual descriptions in the software, including the online help and all texts displayed when using the software, is exclusively the German and English language version. The translation services into other languages are provided as machine translations by the automatic “Google Translate” translation service. A machine translation reproduces the essential textual content in a language you can understand. It is generated by a fully automated tool and without any human intervention. The quality and accuracy of machine translation can vary greatly depending on the text and language combination. Please note that some content such as images, videos, Flash, etc. may not have been translated correctly due to translation software limitations. The machine translations are not subject to any warranty for defects. With the exception of damages resulting from injury to life, body or health, no liability is assumed, either expressly or implicitly, for the accuracy, reliability or correctness of the translations into a language other than German and English.
  5. We cannot be held liable for damages caused by improper use, incorrect operation and handling, natural wear and tear, neglected maintenance, unsuitable operating materials, chemical, electrochemical or electrical influences, etc., unless we are responsible for them. We cannot be held liable for the ability of programs to run on hardware that was not supplied by us. We cannot be held liable for the functionality of the software we supply if other software/third-party programs influence its functionality. We cannot be held liable for data loss or damage resulting from incomplete or missing data backup and we expressly point out the Customer's responsibility in this respect.
  6. We cannot be held liable for damage caused by computer viruses, unauthorised access via the Internet or data lines (hackers), operating system errors and so-called standard software (e.g. Microsoft Office).
  7. The period within which claims for defects can be asserted is – except in the case of claims for damages – twelve months from the transfer of risk, unless a defect was fraudulently concealed.
  8. An assignment of warranty claims is only possible with our prior written consent. The Customer does not receive any guarantees from us in the legal sense.
  9. Manufacturer warranties remain unaffected.
  10. If you purchase a Third-Party Product, you acknowledge that you are entering into a binding licence agreement directly with the third party that governs your use of the Third-Party Product; CODESYS GmbH is not a party to the licence agreement between you and the third-party provider regarding this Third-Party Product. The third-party provider of the Third-Party Product is solely responsible for this Third-Party Product, with regard to its content, for claims for defects, for damages and for any other claims pertaining to this Third-Party Product.

IX. DAMAGES / LIMITATION OF LIABILITY

  1. We are liable for intent and gross negligence. Furthermore, we are liable for the negligent breach of obligations, whose fulfilment makes the proper execution of the contract possible in the first place, whose breach jeopardises the achievement of the purpose of the contract and on whose compliance the Customer regularly relies; in this case, however, we are only liable for foreseeable damage typical of a contract. We are not liable for slightly negligent breaches of obligations other than those mentioned in the previous sentences.
  2. The above exclusions of liability do not apply in the event of injury to life, body or health. Liability under the German Product Liability Act remains unaffected.
  3. If you purchase a Third-Party Product, you acknowledge that you are entering into a binding licence agreement directly with the third party that governs your use of the Third-Party Product; CODESYS GmbH is not a party to the licence agreement between you and the third-party provider regarding this Third-Party Product. The third-party provider of the Third-Party Product is solely responsible for this Third-Party Product, with regard to its content, for claims for defects, for damages and for any other claims pertaining to this Third-Party Product.

X. PAYMENT

  1. Unless otherwise agreed, all invoices are to be paid immediately without deductions. A cash discount requires prior written agreement.
  2. If the payment deadline is exceeded and after a reminder has been issued, default interest of eight percentage points above the respective base lending rate of the Deutsche Bundesbank will have to be paid on the invoice amount. The assertion of further damage is not excluded.
  3. thholding payment or offsetting due to any existing counterclaims by the Customer is excluded, with the exception of undisputed or legally established claims.
  4. All claims against the Customer, regardless of the legal relationship, shall immediately be due for payment should a situation arise that would justify withdrawal from the agreement in accordance with legal or contractual provisions.
  5. If the Customer defaults on payment, we are entitled to postpone outstanding deliveries from this or other orders until they have been settled and to make future deliveries only against advance payment or cash on delivery.

XII. RETENTION OF TITLE

  1. All goods delivered by us remain our property until all of our claims arising from the business relationship have been settled.
  2. If the Customer's behaviour is in breach of contract, especially in the event of late payment, we are entitled to take the goods back and the Customer is obliged to return it. The Customer must bear the costs we incur as a result of the return.
  3. The Customer may not resell the reserved goods, assign them as security or pledge them. In the event of access by third parties, the Customer must inform us immediately by sending all documents in its possession.
  4. The assertion of a retention of title and the seizure of the delivery item by us shall not constitute withdrawal from the contract.

XII. STATUTE OF LIMITATIONS

All of the Customer's claims, regardless of the legal basis, shall lapse 12 months from delivery or acceptance of the delivery item, unless the law mandates longer periods.

XIII. PATENT AND COPYRIGHTS

Unless otherwise agreed and insofar as permitted, we assume no liability for the fact that the goods we deliver do not infringe third-party industrial property rights. The Customer is obliged to notify us immediately if it is aware of or is notified of such violations. Any legal costs must be advanced accordingly.

We reserve ownership and copyright to software products created by us. They may not be made available to third parties without our written consent. Copying is also prohibited without our express consent. At our request, they must be returned to us immediately. We are only liable for damages due to the violation of any patent or other intellectual property rights if we were aware or should have been aware that such an infringement existed and if this resulted in the Customer being exposed to claims from third parties. Our liability is limited to the invoice value of the goods.

XV. FINAL PROVISIONS / SEVERABILITY CLAUSE

  1. Amendments or additions to these General Terms and Conditions of Business shall be made in writing. This also applies to the cancellation of this written form requirement.
  2. These GT&C are governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
  3. If a provision of our General Terms and Conditions is incorrect, contestable or invalid, this shall not affect the validity of the remaining provisions. Invalid provisions and existing gaps in this agreement shall be replaced or closed, as the case may be, with provisions that come closest economically to the invalid or missing provision. When in doubt, the statutory provisions shall apply.
  4. The place of performance and the exclusive jurisdiction for all disputes arising from or in connection with this contract is Kempten (Germany).

CODESYS GmbH, Memminger Str. 151, 87439 Kempten, Memminger Straße 151, 87439 Kempten / Germany
Managing Director: Dipl. Inf. Dieter Hess, Dipl. Inf. Manfred Werner
Tel. +49 831 54031-0
e-mail: info@codesys.com Registered in the commercial register (HRB) of the District Court of Kempten, under No. 61 86 VAT identification number pursuant to Section 27 a of the German Value Added Tax Act: DE 1 67 01 49 15


Version

Dated: November 2023