1. Scope
These General Terms and Conditions (T&Cs) apply to all current and future business relationships between us, VENDOSOFT GmbH or VENDOSOFT GmbH & Co.KG (hereinafter referred to as “Provider” or “we/us”), and you as our customer. Our offer is directed exclusively at commercial or self-employed customers and thus entrepreneurs (within the meaning of section 14(1) German Civil Code (BGB), i.e. natural or legal persons or partnerships with legal capacity who are acting in the exercise of their commercial or self-employed professional activity when concluding the transaction) as well as legal persons under public law and special funds under public law, and in any case solely to end customers. The customer confirms this by requesting an offer, registering and placing the order in the online store. If you use conflicting or supplementary general terms and conditions, their validity is hereby objected to; they shall only become part of the contract if we have expressly agreed to them.
2. Contractual partner, conclusion of contract
The purchase contract or other contract shall be concluded as per our offers or other contractual documents either with
VENDOSOFT GmbH
Billerberg 10
82266 Inning am Ammersee
Germany
– in particular for orders via www.vendosoft.de or www.vendosoft.eu –
or with
VENDOSOFT GmbH & Co.KG
Maria-Theresien-Straße 42a
6020 Innsbruck
Austria
– in particular for orders via www.vendosoft.at –
3. Offer, registration
Our online store is aimed exclusively at entrepreneurs within the meaning of section 14 BGB, i.e. natural or legal persons or partnerships with legal capacity who, when concluding a legal transaction, act in the exercise of their commercial or independent professional activity. We do not conclude contracts with consumers in the sense of section 13 BGB. The registration (and ordering capability) is intended only for entrepreneurs, not for consumers.
Registration to open a customer account or such registration during the order process is mandatory in order for an order to be placed.
4. Conclusion of contract
The presentation of products on our website does not constitute a legally binding offer, but a selection of certain software products as an online catalogue. The depiction of the software packaging is for illustration purposes and does not correspond to the delivered packaging.
The contract is concluded between us as the provider and you as the customer (within the meaning of para. 1). You can choose products suitable for you from our assortment in the online store. You can place our products in the shopping cart initially without obligation and correct your entries at any time before submitting your binding order by using the correction tools provided for this purpose and explained during the order process. You can cancel the order process at any time for instance by closing the browser until the last order step is completed.
By clicking the order button “Place binding order”, you submit a binding request to purchase the goods in the shopping cart.
However, the order can only be placed and transmitted if you accept these contractual terms and conditions and have included them in your declaration of intent. In addition, an explicit confirmation that you are ordering as an entrepreneur (section 14 BGB) is required. If false information is supplied, we categorically refuse to conclude a contract with a consumer.
Immediately after sending the order you will receive another confirmation by email setting out your order, which can be printed via the “Print” function. The automatic confirmation of receipt merely documents that we have received your order and does not yet constitute acceptance of the application.
The contract is not concluded until we issue an express declaration of acceptance, which is made with a separate email (with invoice document) or by sending a shipping confirmation. The text of the contract (consisting of the order, T&Cs and order confirmation) will be sent by us to the customer on a durable medium (email or paper printout) in one of the aforementioned emails or in a separate email, but no later than upon delivery of the goods (contract confirmation).
The text of the contract is stored in compliance with data protection rules.
If, after conclusion of the contract, it becomes apparent (e.g. by filing for insolvency proceedings) that our claim to the purchase price is jeopardised by the Buyer’s inability to pay, we shall be entitled to refuse performance in accordance with the statutory provisions and – if necessary after setting a deadline – to withdraw from the contract (section 321 BGB).
If the product you want is not available in the desired quantity on a permanent basis, we will refrain from making an offer. In this case, no contract is concluded. We will inform you of this immediately and refund any consideration already received without delay.
If you contact us in any other way by telephone, email or similar, we will get in touch with you following your inquiry and – if the requested product is available – send you a binding offer, which you can then accept in the specified form or any other form without any changes or additions. Unless expressly stated otherwise, acceptance of an offer is only possible within two weeks of receipt by you.
5. Purchase by us
If we purchase software from you, the contract is concluded once we have confirmed it in writing. There shall be no tacit acceptance of your purchase offer by us. In the case of so-called used software, we only purchase software that is unconditionally your property and for which the manufacturer’s distribution rights have been exhausted within the meaning of section 69c(3) German Copyright Act (UrhG) in that it is software that was first marketed in the EEA with the consent of the manufacturer, a fee was paid in return for the software copy (software license), the right associated with the purchased software was granted permanently (for an unlimited period), the initial purchaser was also entitled to use updates or supplements to the products, etc., the initial and any intermediate purchasers have made their software copies unusable without exception. As the seller, you guarantee us the right to use the software as intended as a result of the existence of the (cumulative) prerequisites to this extent and provide us with all contract-related documents (software licence agreement, license terms, etc.). For this purpose, you shall submit a written declaration, in particular regarding the deactivation, on a template pursuant to our specifications before a lawyer, tax advisor, auditor or notary to be named by the purchaser at our expense. For data protection reasons, this is done without disclosing the parties involved in the acquisition chain, but in relation to the specific subject matter of the contract. If the aforementioned declaration is not received within two weeks of conclusion of the contract, we shall be entitled to withdraw from the contract without setting a deadline and to claim damages. This is without prejudice to statutory claims.
6. Contract language, contract text
Contracts with the customer shall be concluded exclusively in German, English or Italian, depending on whether the customer places the order via the German-language, English-language or Italian-language page of the online store. If the customer’s order is placed via our German-language website, the German version of these General Terms and Conditions shall accordingly apply exclusively. If we also provide legal texts in other languages, however, the German version shall always be authoritative for interpretation. Our current T&Cs are available at any time upon request by email or on our website.
7. Delivery conditions
We only ever deliver by email or by online provision. Self-collection of the goods is not possible. The predicted delivery time is essentially indicated with the respective item. “On request” articles do not allow us to make a delivery commitment and we need to be satisfied of the demand. In this case, the period for delivery begins to run on the day after the conclusion of the contract. If the deadline falls on a Saturday, Sunday or public holiday at the place of delivery, the deadline ends on the next working day.
We only deliver to customers who have their habitual residence (billing address) in one of the following countries and can provide a delivery address in the same country: Countries of the European Economic Area and Switzerland.
Note that licences purchased by us are subject to the applicable licence terms and agreements of the respective manufacturer. We will provide you with these upon delivery.
8. Prices, payment and due date
Unless otherwise indicated, all prices are subject to the statutory sales tax or value added tax applicable at the time of invoicing. Our invoices are payable without deduction within seven days after the goods have been sent and the invoice has been received by you. Payments shall be made exclusively to the account specified in the invoice document. In principle, no shipping costs are added to the stated product prices because shipping is carried out exclusively by email or by online provision.
9. Payment methods
The following payment options are available. If you choose a payment method offered by PayPal, the payment will be processed by the payment service provider PayPal (Europe) S.à r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg (hereinafter: “PayPal”), subject to the PayPal User Agreement, available at https://www.paypal.com/uk/webapps/mpp/ua/useragreement-full or, if you do not have a PayPal account, subject to the payment terms without a PayPal account, available at https://www.paypal.com/uk/webapps/mpp/ua/privacywax-full. After submitting the order in the store, we request PayPal to initiate the payment transaction. PayPal automatically carries out the payment transaction immediately afterwards. You will receive further instructions during the ordering process.
- Purchase on account
We offer payment on account to selected customers under certain conditions. There is no entitlement to payment by invoice.
Our invoices are due and payable without deduction (discount) – unless otherwise agreed in writing – within seven days of the date of invoice and delivery or acceptance of the goods. Payments shall be made exclusively to the account specified in the invoice document. Upon expiry of the above payment deadline, you as the buyer will be in default. During the period of default, interest shall be charged on the purchase price at the statutory default interest rate applicable at the time (section 288(2) BGB). We reserve the right to assert further default damages. With respect to merchants, our claim to the commercial due date interest (section 353 HGB) shall remain unaffected.
- PayPal Plus
As part of the PayPal Plus payment service, we offer various payment methods as PayPal services. You will be redirected to the website of the PayPal online provider. There you can enter your payment details, confirm the use of your data by PayPal and the payment instruction to PayPal.
If you have chosen the payment method PayPal, you must be registered there to be able to pay the invoice amount or you must first register and identify yourself with your access data. The payment transaction is carried out automatically by PayPal immediately after confirmation of the payment instruction. You will receive further instructions during the ordering process.
- Credit card via PayPal
If you have chosen the credit card payment method, you do not need to be registered with PayPal to pay the invoice amount. The payment transaction will be carried out and your card charged by your credit card company at PayPal’s request immediately after confirmation of the payment instruction and after your identification as a legitimate cardholder. You will receive further instructions during the ordering process.
- SEPA direct debit via PayPal
If you have chosen the direct debit payment method, you do not need to be registered with PayPal to pay the invoice amount. You issue a direct debit mandate to PayPal by confirming the payment instruction. PayPal will notify you about the date of the account debit (known as prenotification). Upon submission of the direct debit mandate immediately after confirming the payment instruction, PayPal will request its bank to initiate the payment transaction. The payment transaction will be executed and your account will be debited. You will receive further instructions during the ordering process.
10. Retention of title
We retain title to physical objects until all claims arising from an ongoing business relationship have been settled in full.
This shall also apply to all future deliveries, even if we do not always expressly refer to this. We are entitled to take back the purchased item if you act in breach of contract and we thereupon withdraw from the contract.
You are not entitled to dispose of the ownership of the goods delivered by us and still subject to retention of title (“Retained Goods”) without our prior written consent. Your legal position with regard to the reserved goods (known as remainder interest) may be disposed over as long as the third party is made aware of our right of ownership.
You shall treat the goods subject to retention of title with due care.
If the goods subject to retention of title are accessed by third parties – in particular by bailiffs – you shall inform them of our ownership and notify us immediately so that we can enforce our ownership rights.
The requirements of the principle of exhaustion are unconditionally guaranteed by us without reservation as a matter of priority at the time of delivery.
11. Transfer of risk and transport damage
The place of performance is our place of business. The risk of accidental loss and accidental deterioration shall pass to you as soon as we have delivered the item to the forwarding agent, the carrier or the person or institution otherwise designated to carry out the shipment. The obligation to inspect and give notice of defects regulated in section 377 HGB (German Commercial Code) shall apply among merchants. If you fail to notify us as stipulated therein, the goods shall be deemed to have been approved, unless the defect was not recognisable during the inspection. This does not apply if we have fraudulently concealed a defect.
12. Warranty, guarantees, advice & returns
Unless otherwise expressly agreed below, the statutory liability for defects shall apply. Accordingly, warranty rights of the customer require that the customer has duly complied with its inspection and complaint obligations owed under section 377 HGB. The limitation period for claims for defects is one year from the transfer of risk. Only our own specifications and the manufacturer’s product descriptions included in the contract shall be deemed to be an agreement on the quality of the goods; we shall not assume any liability for public statements made by the manufacturer or other advertising statements. We do not assume any responsibility for the software fulfilling specific requirements of the customer, being suitable for the intended purpose – unless expressly agreed in writing in individual cases or explicitly assured or advertised by us – or whether and to what extent any existing licence gap is closed as a result of the purchase. You shall be responsible for checking the suitability of the software in advance for its hardware, functions and intended use, as well as in accordance with its licence requirements, the licence terms and any commercial implications of the decisions. Accordingly, you are responsible in this respect.
If you are in any doubt, you can seek advice from us or the respective manufacturer before concluding the contract, or use their documentation on the Internet. Our free consulting services are provided by trained employees on the basis of the information given and confirmed by us, but do not contain any assurances or guarantees, nor do they replace your own obligations in the aforementioned sense. Any incorrect or incomplete information provided by you shall be your sole responsibility and shall be corrected or supplemented without undue delay and shall in turn require our confirmation in order to be material.
If the delivered item is defective, we shall first provide subsequent performance at our discretion by remedying the defect (rectification) or by delivering an item free of defects (replacement).
As a matter of principle, no guarantees shall be given unless such guarantees have been expressly agreed in writing in individual cases.
There is no right of withdrawal, return and/or exchange of our products. Other statutory rights remain unaffected.
In the event of withdrawal from the contract (in the case of software sold to you) by us, you shall immediately cease using the software upon receipt of our notice of withdrawal and render program copies unusable. Upon request, you shall immediately provide us with a written confirmation of the transfer back and deactivation of the software licences as well as return any services received (documents, data carriers etc.). Payments made shall be refunded pari passu less the loss in value of the object of purchase that has occurred in the meantime as well as further claims for damages/expenses including compensation for interest on arrears.
13. Liability
We shall be liable, irrespective of the legal grounds, within the scope of the statutory provisions only in accordance with the following provisions:
We shall be liable without limitation for damages caused by intent or gross negligence on our part or on the part of our legal representatives or vicarious agents, as well as for damages due to non-compliance with a guarantee or warranted characteristic given by us or in the event of fraudulent intent.
In other cases, we shall only be liable, limited to the compensation of the foreseeable damage typical for the contract, for such damages which are based on a breach of essential contractual obligations by us or one of our legal representatives or vicarious agents. Material contractual obligations are obligations the fulfillment of which is essential for the proper performance of the contract and on the fulfillment of which the contractual partner may regularly rely. We shall not be liable for other cases of minor negligence. In all other cases, liability on our part is excluded. In particular, we shall not be liable (irrespective of the legal grounds) for damage that is not typically to be expected in the normal use of the goods. Our liability is also excluded for damages from data loss, insofar as these result from the fact that the recovery is not possible or is made more difficult due to missing or insufficient data backup. Insofar as liability is excluded or limited, this shall also apply to our employees, representatives, bodies and vicarious agents.
Our liability for damages resulting from injury to life, body or health and under the provisions of the German Product Liability Act shall remain unaffected by the above limitations and exclusions of liability.
14. Set-off, right of retention
You are not entitled to a right of set-off against our claims or to exercise a right of retention unless your counterclaims have been legally established or are undisputed.
You are only entitled to exercise a right of retention insofar as your counterclaim is based on the same contractual relationship.
15. Closing provisions
Ancillary agreements must be made in text form. This also applies to the waiver of the text form requirement. Should any of the above provisions be invalid, this shall not affect the validity of the remainder of the contract and the other provisions. The invalid provisions shall be replaced by the statutory provisions, if any. However, the contract as a whole shall become invalid if this would represent an unreasonable hardship for one of the contracting parties.
The laws of the Federal Republic of Germany apply with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). If you are a merchant within the meaning of section 1(1) HGB, a legal entity under public law or a special fund under public law, the courts at our place of business shall have exclusive jurisdiction for all disputes arising from or in connection with the relevant contractual relationship. In all other cases, we or you may bring an action before any court having jurisdiction by law.
Version: 08/2022