This is a translation for convenience. The German version of this page is the authoritative one, and German law applies.
The deliveries, services and offers of Cartware are made exclusively on the basis of these general terms and conditions (GTC). Counter-confirmations by the customer referring to their own general terms of business or purchasing conditions are hereby expressly rejected. Deviations from Cartware’s general terms and conditions are only effective if Cartware confirms them in writing.
Cartware is entitled at any time to amend these general terms and conditions with reasonable notice. If the customer does not object to the amended terms within two weeks of receiving notice of the amendment, they take effect as announced. If the customer objects within the deadline, Cartware is entitled to terminate the contract with effect from the date on which the amended terms were to come into force. These GTC apply without a time limit.
A contract for the deliveries or services of Cartware comes into existence exclusively upon conclusion of a written principal agreement or upon a written order being placed by the client. An explicit order confirmation by Cartware is not required. § 151 BGB does not apply.
Cartware’s employees are not authorised to make verbal side agreements or to give verbal assurances that go beyond the content of the respective contract, including these terms and conditions.
Side agreements, amendments and additions are only valid if Cartware has confirmed them in writing.
The client indemnifies Cartware against all third-party claims in respect of the data they provide. Cartware is under no obligation to review it. Cartware accepts no liability whatsoever for any loss of data.
No liability whatsoever is accepted for any virus infection of the computer at the customer’s or client’s premises from the internet or from other data media. If Cartware suffers damage through data media from the customer or client (viruses and so on), Cartware reserves the right to assert claims for damages against the customer. Cartware refuses to accept orders that contravene statutory provisions or that have pornographic, racist or otherwise discriminatory content. Cartware declines all liability for content published on behalf of the customer.
Descriptions of services and quality constitute warranted characteristics only if they are expressly confirmed in writing by Cartware. Cartware is entitled to award services to subcontractors. The scope of delivery and delivery dates or deadlines, which may be agreed as binding or non-binding, require the written form.
The scope of delivery follows from the description of services or the offer agreed with the client.
If, because of technical necessity, force majeure or other influences on the provision of the services beyond Cartware’s control, the schedule needs to be amended, Cartware may demand a reasonable amendment. Where a schedule for Cartware’s services with interim deadlines has been drawn up with the client, the agreed interim deadlines do not count as deadlines that trigger default.
In the event of subsequent changes to the scope of delivery at the client’s request, and where the client’s cooperation is not in accordance with the contract, Cartware may demand a corresponding adjustment of the agreed timetable.
In the event of late delivery by Cartware, the client must grant Cartware a reasonable extension for delivery before exercising further rights.
Changes to Cartware’s services are made on the basis of prior written agreement between Cartware and the client. The contracting parties will proceed as follows:
A) If the change request originates from the client, Cartware determines the effects of the change and produces a written supplementary offer covering the additional services. If the client’s change request requires extensive examination by Cartware as to whether and on what terms the change is feasible, Cartware may demand that additional remuneration be agreed for this.
B) If the change request originates from Cartware, Cartware produces a supplementary offer for the client describing the changes to the services and to the end product as well as the effects on the execution of the order, and containing a price quotation. The client will notify Cartware within a reasonable period (at the latest within 14 days) whether they accept the supplementary offer.
C) If the client’s change request requires an interruption of the work, Cartware may demand the agreed remuneration for the duration of the interruption, if and insofar as the employees affected by the interruption could not be deployed elsewhere. Execution deadlines are extended by the number of days on which the contractual work had to be interrupted because of the change request, plus a reasonable restart period.
Technical acceptance takes place in accordance with the individual contractual provisions (for example handover of a launch version or of a concept). Partial acceptance is possible. Partial deliveries and Cartware’s end product are deemed accepted if the client does not notify any defects in writing within one week of delivery. Unconditional acceptance of the partial deliveries and of the end product is deemed to have taken place if the client continues to use the product for their purposes (for example release for production, activation on the internet or intranet, introduction within the organisation, use in live operation and so on).
Upon acceptance, or upon acts of the client equivalent to acceptance (release for pressing, reproduction, activation on the internet, use in live operation and so on), Cartware’s liability for identifiable defects ceases, unless the client has reserved the right to assert a particular defect.
The client is obliged to accept the partial deliveries and the end product as soon as their completion has been notified and the partial delivery or the end product has been offered for handover. The client may refuse acceptance of the work only where identifiable material defects are present. Where immaterial defects are present, the client may not refuse acceptance if Cartware expressly acknowledges its obligation to remedy the defect.
Services and the results of services are deemed accepted unless acceptance is refused in writing within one week of their provision or handover. The client declares unconditional acceptance by paying the invoice or partial invoice for the period in which the service was provided or in which the service result was handed over.
Unless otherwise agreed, the prices of Cartware’s current price list apply. All prices are net prices plus the value added tax applicable at the time of invoicing. Early-payment discounts are not granted unless otherwise agreed. Offers contained in brochures, advertisements and the like are subject to change and non-binding, including with regard to price information. Cartware considers itself bound by individually prepared offers for 30 calendar days unless otherwise stated in the offer.
Travel on behalf of the client is charged at daily rates plus expenses unless otherwise agreed. Travel time is charged at the full daily rate unless otherwise agreed.
Offers produced by Cartware are in principle binding on Cartware for 30 days from the date of issue. Remuneration for deliveries and services provided by Cartware is in principle in euros. All invoices are due within 10 days of the invoice date without deduction, plus the applicable statutory value added tax. Until the full invoice amount has been settled, all rights to the deliveries and services provided remain the property of Cartware. Cartware reserves the right to block access to the offering in question until the outstanding amount is received, without setting a further deadline. In the event of default of payment, all discounts, early-payment discounts and other allowances or agreements granted lapse. A set-off against a claim for remuneration by Cartware is permissible only with undisputed or legally established claims. Cartware reserves the right to charge advance payments amounting to 50% of the agreed contract sum immediately after the order is placed. Contracts with an order value of under EUR 500.00 are concluded on a prepayment basis only.
Cartware is entitled to assign outstanding claims to third parties; no particular consent of the client is required for this.
Payment terms deviating from these are to be agreed with the client in writing. If the customer defaults on payment, Cartware is entitled to demand default interest of 3% above the respective discount rate of the Deutsche Bundesbank. The assertion of higher damages caused by default remains unaffected. All reminder and collection costs are to be reimbursed.
Cartware is entitled to interrupt work on the product for as long as the client is in default on a partial payment. In the event of default on two or more partial payments, Cartware is entitled to terminate the order for good cause.
In the event of default of payment after final acceptance, or of default on two or more partial payments, Cartware is entitled to revoke with immediate effect all licences to the finished end product or to the partial services already accepted which were granted to the client upon acceptance. The client must then refrain from, or cease, any further use, reproduction and distribution of the end product or of the accepted partial services until payment has been made in full. The assertion of further damages remains unaffected. The client may set off against claims of Cartware, or assert a right of retention, only if the client’s counterclaim is undisputed or legally established.
Cartware retains title to the delivered products until all claims for remuneration of Cartware arising from the underlying contractual relationship, as well as other claims from the ongoing business relationship with the client, have been settled in full.
Cartware may at any time commission subcontractors with partial services for the creation of the end product or the provision of services. No contractual relationship arises between the subcontractor and the client. In relation to the client, the subcontractors engaged by Cartware are vicarious agents.
Unless otherwise agreed, upon acceptance of the end product Cartware grants the client rights of use in the end product only for those types of use that correspond to the contractually agreed purpose of the end product. Unless otherwise agreed, simple (that is, non-exclusive) rights of use in the end product are granted. All copyrights in the end product and in the source code remain with Cartware or with the subcontractors commissioned by Cartware.
Cartware may at any time require that a copyright notice be affixed in appropriate form to the end product and to reproductions of it.
Rights to third-party components (for example third-party software integrated into the end product) can be transferred by Cartware only to the extent notified. The client may remain obliged to pay the authors of integrated third-party work components a separate licence fee for further reproduction and distribution of those integrated works.
Inventions made by Cartware in the course of providing the services belong to Cartware, including any industrial property rights granted for them. The granting of rights under § 9 also applies to inventions insofar as they are contained in the end product.
These provisions apply accordingly to the use of embodied service results (for example studies or concepts).
I. The warranty period for defects in delivered products is 2 years after acceptance. There is no warranty on embodied service results such as concepts, studies, specifications and others.
II. Where a defect is present, the client is obliged first to demand rectification from Cartware before exercising further rights.
III. If subsequent performance fails, the client is entitled at their choice to demand a reduction in price or to withdraw from the contract. Withdrawal from the contract is excluded in the case of immaterial defects that do not substantially impair the functionality of the end product.
IV. Cartware is liable in accordance with statutory provisions where the client asserts claims for damages based on intent or gross negligence, including intent or gross negligence of Cartware’s representatives or vicarious agents. Insofar as Cartware is not charged with an intentional breach of contract, liability for damages is limited to the foreseeable, typically occurring damage.
V. Cartware is liable in accordance with statutory provisions where a material contractual obligation is culpably breached. In that case, however, liability for damages is limited to the foreseeable, typically occurring damage.
VI. Liability for culpable injury to life, body or health remains unaffected. This also applies to mandatory liability under the Product Liability Act.
VII. Unless otherwise provided above, liability is excluded. This applies in particular to claims for damages arising from fault at the conclusion of the contract, from other breaches of duty, or from tortious claims for compensation for property damage under § 823 BGB. Cartware expressly accepts no liability for problems arising in connection with third-party software and hardware configurations outside the agreed system requirements.
VIII. Insofar as liability for damages towards Cartware is excluded or limited, this also applies with regard to the personal liability for damages of Cartware’s employees, staff, representatives and vicarious agents.
The client provides Cartware with all essential information and resources for the creation of the product. They will also perform the necessary acts of cooperation completely, to a faultless standard and in good time. In the case of services to be performed at the client’s premises, the client provides Cartware’s staff with workstations with access to telephone and internet or other necessary technology.
For the duration of the project, the client names contacts who are available in good time and competently for the respective topics and who can take or bring about pending decisions. Delays in the project sequence caused by the client are the client’s responsibility. Expenses incurred by Cartware as a result are borne by the client. Delays in the client’s acts of cooperation lead to an automatic adjustment of the timetable or to a corresponding reduction of the scope of delivery. Cartware may set the client a reasonable extension for performing an act of cooperation and terminate the contract for good cause if that period expires without result.
If completion of the contractual object is halted by the client for reasons for which Cartware is not responsible, in particular if the client fails to meet their duties to cooperate despite a reasonable extension being set, Cartware is entitled to the full agreed remuneration from the project irrespective of the time of the halt, unless the client demonstrates that no damage at all, or substantially less damage, has occurred. Any hardware and software to be procured, as well as other planned acquisitions and external costs, are excluded from this provision insofar as they have not yet been incurred.
Should individual provisions of these terms be wholly or partly ineffective, this does not affect the effectiveness of the remainder of these general terms and conditions. Ineffective provisions are to be replaced by both parties with the provision that comes economically closest to the original one. Exclusively the law of the Federal Republic of Germany applies to the performance of all contracts with Cartware.
The place of performance for all obligations arising from this contract is Rosenheim. The place of jurisdiction is likewise Rosenheim in all cases. Exclusively German law applies.