All sales, supplies and services performed by Algorithmic Solutions Software GmbH ("Algorithmic Solutions" or "AlgoSol") for you as customer ("Customer", or "you") are exclusively governed by the terms and conditions as laid out in these Sales And Delivery Terms ("Terms") if they are not altered through explicit agreement signed by both parties.
1. Offers And Quotations.
Any price quotations provided by AlgoSol to you shall be valid for the period stated in the quotation. If no time period is stated, then they shall be valid for 30 (thirty) days from the date of the offer.
2. Order Processing And Orders.
Orders are typically processed within 48 hours after receipt. Orders placed are not binding until accepted by AlgoSol, via email order confirmation or otherwise in writing.
Prices do not include charges for applicable taxes. Depending on your location AlgoSol may be obligated to collect taxes on the purchase price. All taxes shall be added to prices shown and you agree to pay same.
4. Charges And Payment Terms.
Invoices are due upon receipt of invoice and without deduction. Amounts are payable as specified on the invoice or the transaction document. You agree to pay accordingly, including any late payment fees like court and lawyers fees or administration costs. Any costs incurred because of delayed payment are charged to your account.
The software will be delivered to you via Internet delivery at no cost for you. AlgoSol delivers after receipt of payment. Title to the invoiced goods and licenses will only pass to you when full payment of the invoice is received by AlgoSol. For LEDA, CD-ROM delivery is optional at extra cost: Shipping and handling on CD we charge with EURO 15.00. We deliver with Deutsche Post AG, standard delivery.
6. Supply And Services.
The conceptual formulation and description of task, documentation and target state shall be arranged in the written stipulations of the contractual parties. Where your collaboration is necessarily required you are obliged to support Algorithmic Solutions' efforts to fulfill its obligations.
7. Product License And Software Warranty.
The software is licensed to you, not sold.
Any software delivered by Algorithmic Solutions to you or any software downloadable from Algorithmic Solutions' Web site is the copyrighted work of Algorithmic Solutions or one of its suppliers.
Any use of the software is subject to the related license terms of the software and the software is made available to you exclusively for use in accordance with those license terms.
COPYING OR REPRODUCING THE SOFTWARE EXCEPT AS MAY BE EXPRESSLY PROVIDED OR PERMITTED IN THE SOFTWARE APPLICABLE LICENSE TERMS IS EXPRESSLY PROHIBITED AND MAY RESULT IN SEVERE CIVIL AND CRIMINAL PENALTIES.
Violations will be prosecuted to the maximum extent possible.
ALGOSOL AGREES TO PASS THROUGH ANY WARRANTIES FOR THE SOFTWARE MADE BY THE MANUFACTURER. ALGOSOL MAKES AND CUSTOMER RECEIVES NO OTHER WARRANTY WITH RESPECT TO THE SOFTWARE, EXPRESS OR IMPLIED, AND ALGOSOL DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
AlgoSol is not obliged to provide any support that exceeds basic technical support.
8. Liability And Indemnification.
AlgoSol, its employees or its subcontractors, is liable for direct damages out of (deliberately or gross) negligence, limited to the equivalent value of the service provided, but up to a maximum amount of EURO 26,075.89 in the aggregate. Any further liability is excluded.
AlgoSol accepts no liability for indirect and consequential damage or for any loss of profit or anticipated savings, or losses arising from delay of services, if no deadline has been agreed in writing, or from consulting not being related to the object of the agreement unless it has been especially agreed and recompensed.
AlgoSol shall not be liable for any failure of or delay in performance of orders or contracts directly or indirectly caused by fire, flood, accident, riot, war, labor trouble or strike, embargo, shortage of labor, material, fuel or power, lack of transportation, compliance with governmental requests, laws, orders, or regulations, or any other damages due to force majeure and causes beyond AlgoSol’s reasonable control.
Any claims for damages against AlgoSol shall be subject to the applicable statutory limitation periods.
The liability of AlgoSol exclusively pursues the paragraphs above. Any further claims not explicitly granted therein are excluded. Deviations thereof solely apply if after the applicable mandatory law the liability may not be excluded or limited.
Third party claims for damages cannot be forwarded against AlgoSol.
Both AlgoSol and you understand and acknowledge that confidential information such as trade secrets, know-how, and other proprietary information, has been developed or obtained by the investment of significant time, effort and expense, and that the confidential information is a valuable, special and unique asset and thus has to be protected from improper disclosure. Both parties agree to hold the confidential information in confidence during the term of this Agreement and for a period of five (5) years after termination of this Agreement and not to disclose it to any third person.
(a) You agree that - in conjunction with the business you have been doing with AlgoSol and in accordance with the law - your company and personal data will be saved and processed in the database of AlgoSol.
(b) AlgoSol is entitled to name you as a reference customer.
11. Miscellaneous Terms.
(a) These Terms are made and shall be construed in accordance with the laws of Germany. Legal domicile is Saarbrücken, Germany. Algorithmic Solutions also reserves the right to start legal action at the court of jurisdiction at your legal business domicile or place of residence. The parties agree that the United Nations Convention for the International Sale of Goods shall not apply in any way to this Agreement and/or the services contemplated herein.
(b) Waiver of any breach or failure to enforce any Section of these Terms shall not be deemed a waiver of any breach or right to enforce which may thereafter occur.
(c) This Agreement together with the product related license terms constitutes the entire agreement between You and AlgoSol, and supersedes all prior representations and agreements. All modifications or extensions of these Terms must be in writing signed by both parties. You shall not be entitled to assign any rights under this agreement to any third party without AlgoSol's prior written consent.
(d) Any term herein found by a court of competent jurisdiction to be illegal or unenforceable shall be reformed automatically as necessary to cure the offending term, and the remainder that can be given effect shall be given effect and
(e) Customer agrees that these Terms are reasonable.
April 30, 2018
Algorithmic Solutions Software GmbH