General Terms und Conditions of the ANIC GmbH, Ober-Ramstadt (ANIC GTC)
§ 1 Scope of application
(1) These terms and conditions apply to all legal transactions, orders, contracts, deliveries, services, care or support services, advice, training and other services from anic GmbH, Am Mühlberg 46, 64372 Ober-Ramstadt (hereinafter: “anic”) and their customers according to the closed contract between anic and the customer.
(2) These terms and conditions apply exclusively; terms and conditions of the customer that conflict with or deviate from these terms and conditions will not be recognized by anic, unless anic has confirmed this in text form (e.g. by email). These terms and conditions also apply if anic provides the contractually owed services without reservation, knowing that the terms and conditions of the customer conflict with or deviate from these terms and conditions.
(3) These terms and conditions apply exclusively to customers of anic GmbH who are to be regarded as entrepreneurs within the meaning of § 14 BGB.
§ 2 – Conclusion of the contract
(1) All offers, brochures and prices are subject to change and do not constitute binding offers.
(2) The order of the customer constitutes a binding offer. The contract with the customer only comes into being when anic accepts the order in text form (e. g. by email) or with anic’s first fullfillment
(3) If the subject of the contract is a rental contract, this begins and ends at the times specified in the rental contract. A resignation is only possible up to one day before the start of the contract.
(4) If anic creates individual service offers for the customer, these are done exclusively for an EDP system as the customer specified. For this reason, the customer bears the risk that the products offered on this basis meet his wishes and needs. If the customer would like to agree on binging specifications that deviate from this, he must lay them down in text form (e. g. by email). They only become effectiv if anic countersigns.
(5) If a resignation is legally permitted or under the contract concluded with anic, it must be in text form (e. g. by email).
§ 3 – Rights of use/Copyright/Licenses
(1) anic grants the customer a simple, non-exclusive, non-transferable, worldwide right of use (also referred to as a “license”) for the software purchased or rented by the customer as well as any subsequent adjustments and the documentation associated with the individual case. The granting of rights only becomes effective when the customer has paid the contractually owed remuneration in full to anic. For software from third-party providers, the license terms of the third-party provider that have been provided are used in individual cases.
(2) The customer is fundamentally forbidden to change, translate, reverse engineer, decompile, disassemble software from anic or the associated material or create works derived from the software, unless this is permitted by law. The customer is not allowed to change labels, copyright notices and ownership information on anic products.
(3) If the right of use granted to the customer by anic products ends due to a legal or contractual right of resignation from the contract, the customer must return all data media with programs, any copies, written documentation and advertising aids to anic. The customer deletes all stored programs from his computer system, insofar as and as long as he is not obliged to store them due to mandatory legal regulations. In addition, the customer returns all other objects and documents immediately, but no later than two weeks after termination of the contract.
(4) The copyright law and the provisions of the respective license contract as well as the provisions of the anic EULA valid at the time of the respective contract conclusion apply to the software produced by anic itself.
(5) In addition, the mandatory provisions of the Copyright Act (§§ 69a ff. UrhG) apply with regard to the rights of use. Renting out the software is prohibited.
§ 4 – Scope of service
(1) Technical data, specifications and performance data in public statements, especially in advertising material, are not quality data. The functionality of the software is initially based on the description in the version of the user documentation that is current at the time the contract is concluded and the additional agreements made. Furthermore, the software must be suitable for the use required by this contract and must otherwise have a quality that is common with software of the same type.
(2) If anic provides IT consulting services, the specific scope of the service to be provided by anic results from the order form used, together with any service descriptions and the price list.
(3) anic is entitled to partial services insofar as this is reasonable for the customer. Anic’s consulting services also include the selection and involvement of third parties. If the customer’s right to have a say has not been expressly agreed, the selection of third parties is carried out taking into account the principle of a balanced relationship between cost-effectiveness and the best possible success for the customer.
(4) As a matter of principle, only the anic product description is deemed to be agreed as the quality of the goods. Public statements, promotions or advertising do not constitute any information about the quality of the purchased item.
(5) anic leaves contractual software and any subsequent adjustments to the customer in an executable form (hereinafter referred to as object code), as well as, in individual cases, associated documentation in machine-readable form. Unless otherwise agreed, the software is made available without any maintenance or support services.
(6) The software is usually provided by sending the license key required to use or unlocking the software by email or letter, by making the software available for download or by email, or by sending a sealed data medium.
(7) Insofar as anic owes the transfer of later adjustments, these adjustments are provided in the same way as the previous software transfer, unless otherwise agreed.
(8) If the customer wants to change his task in whole or in part, anic is obliged to agree to this, insofar as it is reasonable in particular with regard to the effort and the scheduling. Insofar as the implementation of a change request affects the contractual terms or results in a higher workload, anic can request an appropriate adjustment of the contractual terms, in particular the increase in remuneration or the postponement of the dates.
§ 5 – Training
Training is carried out at the choice of anic at the customers place or at another location to be determined in consultation with the customer. In the case of training at the customer, the customer provides the appropriate premises and technical equipment after consultation with anic. Recording and preparation of the training needs as well as preparation of the training and implementation of the training are done by anic.
§ 6 – Delivery and performance obligations
(1) anic provides the deliveries of its products or services owed under the contract within the contractually agreed delivery times. Without an express agreement to the contrary, all delivery times are approximate. They are subject to correct and timely self-delivery and are extended independently of this by the period during which anic is prevented from delivering the products or to provide the services on time by circumstances for which it is not responsible (e.g. industrial disputes, force majeure or comparable circumstances). The same applies to the period in which anic waits for the customer to fulfill its obligations to cooperate, which are necessary for the delivery of its products or the provision of services. anic will always inform the customer about foreseeable delays and will endeavor to deliver the products on time.
(2) anic is not responsible for the complete or partial failure of the performance of its products (malfunctions), which is caused by the fact that the customer or third parties, whose actions can be attributed to the customer, use or treat the products differently than intended in the operating description. The same applies if the customer uses its own hardware or software or other material in connection with anic’s products, which are not expressly designated as suitable by anic and the malfunction is caused thereby. The same applies if the customer does not participate in the analysis and / or elimination of the malfunction by anic to the extent required.
(3) anic is responsible for the regularity of data traffic in the anic network and for such connection networks for the delivery of products which, by agreement, require the customer to use the Internet, for which it expressly assumes responsibility. The customer accepts that anic is not responsible for disruptions to deliveries that are caused by an impairment of data traffic on the Internet outside of anic’s sphere of influence, which has just been defined.
(4) The service of anic does not include installation or implementation unless this has been expressly agreed between the parties in text form (e.g. by email). If an installation is due on the basis of an express agreement in text form (e.g. by e-mail), this includes the installation of the service object in the customer’s specified environment. It does not include any other services, in particular not adapting existing programs by the customer to the software supplied and introducing them to users. This also applies if the programs already available to the customer have been purchased from anic.
(5) If the shipping of products has been appointed by anic, the risk of accidental loss or accidental deterioration passes to the customer when the products are handed over to a transport company. In the case of delivery by anic itself, the risk passes to the customer by handing over. This also applies to partial deliveries and if a freight-free delivery has been agreed.
(6) anic can temporarily block the access of third-party computers or services to its infrastructure if such a block is necessary to protect the infrastructure of the network operated by anic or its customers from acute dangers and the relevant danger situation is not the responsibility of anic.
§ 7 – Acceptance
(1) If the german “Werksvertragsrecht” (english: contract law for work) applies, anic will notify the customer of the readiness for acceptance in text form (e.g. by email) after completion. The acceptance must then be carried out within a period of 5 days. It may not be refused on the basis of defects which do not or only insignificantly impair the functionality of the service.
(2) If the acceptance does not take place within a period of 14 days from notification of readiness for acceptance for reasons for which anic is not responsible, the acceptance is deemed to have taken place at the end of this period. An acceptance is also deemed to have taken place as soon as the customer has used our services.
§ 8 – Cooperation obligations of the customer
(1) The customer is obliged to support anic in the implementation of the contractual relationship. This relates in particular to the necessary data, information and approvals as well as participation in the course of the project. The customer alone is responsible for selecting the suitable software and compatibility with any EDP systems that the customer may already have. It is also the customer’s responsibility to provide the system requirements necessary for the installation to be carried out correctly.
(2) The customer is obligatedver to take account of the system security. He is liable for the safe and responsible storage of all confidential information, especially user IDs, passwords or access codes. The customer must change passwords etc. immediately upon request. If there are indications of misuse of the user ID or password, the customer must inform anic immediately. The customer is not entitled to hand over passwords for the use of anic services to third parties. If the customer does not fulfill his duties and obligations, anic can ask him to comply with them and, if they are still not fulfilled, discontinue the services and terminate the contractual relationship without notice.
(3) The customer must also take appropriate data backup measures.
(4) If the customer does not fulfill his cooperation obligations even after setting a reasonable grace period by anic, anic is entitled to choose to temporarily or partially suspend the execution of the order or to withdraw from the contract and to compensate for the expenses incurred to date plus a loss of profit to demand.
§ 9 – Prices and Terms of payment
(1) The amount of the prices and the due date of the customers obligation to pay result from the respective contract between anic and the customer and the current price sheet from anic at the time the contract was signed.
(2) The prices do not include sales tax and are net prices. In this case, the sales tax will be shown separately at the statutory amount in the day of invoicing.
(3) Invoices are principle due immediately and have to be paid within 14 days of the date of invoice without deduction by bank transfer to an anic account. A discount is only granted on the basis of an explicit agreement in text form (e. g. by email).
(4) If a customer is in default with his payment obligations, aniccan claim damages in accordance with the statutory provisions and/or withdraw from the contract. Owed payments are subject to interest at 9% above the respective base rate in accordance with § 247 of the German Civil Code without the need for a reminder. In addition, the assertion of further claims due to delay remains reserved.
(5) If a customer defaults his payment obligations, anic may demand compensation in accordance with the statutory provisions and/or withdraw from the contract. Interest on overdue payments shall be charged at a rate of 5% in the case of consumers and 9% in the case of entrepreneurs above the respective base interest rate in accordance with § 247 BGB (German Civil Code), without the need for a reminder. In addition, anic reserves the right to assert further claims due to the default.
(6) In the case of default of payment with a not inconsiderable part of the invoice amount or if anic’s payment claim is endangered due to a significant deterioration in the customer’s financial situation, anic is entitled to immediately call all claims from the customer contracts due. Anic is further entitled to discontinue the services until the customer has paid his due liabilities.
(7) Anic is entitled to initially offset payments of the customer against older debts of the customer. If costs and interest have already arisen due to default, anic is entitled to offset the payment first against the costs, then against the interest and finally against the main services.
(8) Anic always issues an invoice to the customer, which it receives in text form (e.g. by e-mail).
(9) Subsequent changes to the scope of the order at the instigation of the customer, including the resulting additional expenses will be charged to the customer separately in accordance to the anic price sheet. For self-contained parts of the service anic reserves the right to claim advance payment in the amount of the service value provided in accordance with the legal provisions.
§ 10 – Retention of title
(1) anic retains ownership of its products until receipt of all payments from the concluded contract; in the event that the customer is a legal entity under public law, or a special fund under public law or an entrepreneur in the exercise of his commercial or independent professional activity, the retention of title shall also remain in force for claims of anic against the customer from the current business relationship until settlement of all claims to which anic is entitled to in connection with the contract.
(2) The customer is not entitled to pledge the products subject to retention of title to third parties or to assign them by way of security, but is entitled to sell the product in the ordinary course of business. The customer hereby assigns to anic by way of security the claims against his business partners arising therefrom. anic accepts the assignment. The customer is revocably authorized to collect the claims assigned to anic for his account in his own name.
(3) If the value of the security exceeds the claims against the customer by more than 20%, anic shall release its securities to an appropriate extent at the customer’s request.
(4) If the customer acts in breach of contract, in particular if the customer fails to pay the consideration due, anic is entitled to withdraw from the contract in accordance with the statutory provisions and to demand the return of the product on the basis of the retention of title and withdrawal. If the customer does not pay the agreed consideration, anic may only assert these rights if anic has previously set for the customer a reasonable deadline for payment without success or if setting such a deadline is dispensable under the statutory provisions.
§ 11 Liability for deficiencies
(1) Insofar as defects exist, the customer is entitled to the statutory warranty rights in accordance with the following provisions. If only merchants are involved in the contract, §§ 377 et seq. of the German Commercial Code (HGB) shall also apply.
(2) For consumers, the statutory provisions regarding the warranty for defects shall apply.
(3) If the customer is an entrepreneur, the warranty period is always one year. The limitation period in the case of a delivery recourse according to §§ 445a, 445b, 478 BGB remains unaffected. This shall not apply in the case of claims for damages due to defects.
(4) If the customer is an entrepreneur, anic reserves the right to choose the type of subsequent performance in the event of a defect. This shall be done either by remedying the defect free of charge (rectification) or by supplying defect-free goods or software (replacement delivery). In the event of a replacement delivery, anic reserves the right to provide the customer with a new product or program version of the software with at least the same functional scope, unless this is unreasonable for the customer.
(5) If anic does not succeed in rectifying the defect within a reasonable period of time or if the rectification or replacement delivery is deemed to have failed for other reasons, the customer is only entitled to reduce the remuneration owed (reduction) or to withdraw from the contract (withdrawal) at his discretion.
(6) The rectification or replacement delivery shall only be deemed to have failed if the customer has given anic sufficient opportunity to rectify the defect or make a replacement delivery without fulfilling the performance owed according to the contract, if the rectification or replacement delivery is impossible, if it is refused or unreasonably delayed by anic, if there are justified doubts as to the prospects of success in fulfilling the contract or if there is unreasonableness for other objectively verifiable reasons.
(7) The warranty obligation vis-à-vis customers who are entrepreneurs shall lapse if changes are made to the software that is the subject matter of the contract and to the associated subsequent adaptations as well as to the documentation without the express approval in text form (e.g. by e-mail) of anic and/or the third-party supplier, unless the customer succeeds in proving that these changes were not causal for the defect that occurred. Furthermore, the warranty obligation for goods secured against manipulation by security seals shall not apply if the customer breaks the security seal.
(8) If, however, it subsequently turns out that a reported problem with the software, the associated subsequent adaptation, if applicable, and the documentation is not due to a defect for which anic is responsible, anic is entitled to charge the customer for the time and effort it has demonstrably invested in the analysis and elimination of the problem, provided that the customer has recognised or negligently failed to recognise that there is no defect.
(9) The warranty obligation for defects shall not apply if changes are made to the software which is the subject of the contract and to the associated subsequent adaptations and documentation without the express approval in text form (e.g. by e-mail) by anic and/or the third party provider, unless the customer can prove that these changes were not causal for the defect which has occurred. Furthermore, the warranty obligation for goods secured against tampering with security seals does not apply if the customer breaks the security seal.
§ 12 – Property rights of third parties
(1) We warrant that the performance results provided within the scope of our contracts are free of third-party property rights and that, as far as anic is aware, there are no other rights that restrict or exclude use in accordance with the respective agreements.
(2) We indemnify the customer from all claims of third parties who assert a violation of industrial property rights. The customer will inform anic immediately in writing (e.g. by e-mail). The customer will leave it to anic to defend itself against these claims both in and out of court, solely and at anic’s expense, and will also provide anic with all reasonable support. This applies in particular to information on how the customer has used the product. This information shall be provided in text form (e.g. by e-mail) if possible.
(3) If the rights of third parties are infringed which impair the contractual use, anic has the right, to an extent reasonable for the customer, to choose between either modifying the contractual services in such a way that they fall outside the scope of protection but still comply with the contractual provisions, or to obtain the authority to ensure that they can be used in accordance with the contract without restrictions and without additional costs for the customer.
§13 – Liability for damages
(1) anic’s liability for breaches of contractual obligations and for tort is limited to intent and gross negligence. This limitation of liability does not apply in the event of injury to life, limb or health, a defect following the assumption of a guarantee for the quality of the product and fraudulently concealed defects. In addition, this limitation of liability does not apply to claims for breach of cardinal obligations (the breach of such obligations jeopardizes the achievement of the purpose of the contract and the customer regularly relies on compliance with such obligations). Liability in the event of a breach of material contractual obligations shall be limited to the regularly foreseeable damage. Liability under the Product Liability Act remains unaffected.
(2) The aforementioned exclusion of liability shall also apply to slightly negligent breaches of duty by our vicarious agents.
(3) Insofar as liability for damages not based on injury to the life, body or health of the customer is not excluded for slight negligence, such claims shall become statute-barred within one year beginning with the accrual of the claim or, in the case of claims for damages due to a defect from the handover of the item. This does not apply to damages due to a defect in the manufactured work. Such claims shall become time-barred within the regular limitation period.
(4) anic is not liable for the loss of data and/or programmes if the damage is due to the customer’s failure to carry out data backups and thereby ensure that lost data can be restored with reasonable effort. The customer bears the burden of proof for proper data backups.
(5) anic owes the due diligence customary in the industry. In determining whether anic is at fault, it must be taken into account that software cannot be created technically free of errors.
(6) Insofar as anic’s liability for damages is excluded or limited, this shall also apply to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.
(7) If anic’s liability is excluded or limited, then the same applies to the personal liability of its employees, representatives and vicarious agents.
§ 14 – Assignment/Offsetting/Right of retention
(1) Consumers have a fourteen-day right of withdrawal.
Right of withdrawal
You have the right to revoke this contract within fourteen days without giving any reason. The withdrawal period is:
– in the case of a sales contract, fourteen days from the day on which you or a third party named by you, who is not the carrier, took or has taken possession of the goods.
– in the case of services, fourteen days from the day on which the contract is concluded.
In order to exercise your right of withdrawal, you must inform us, anic GmbH, Am Mühlberg 46, 64372 Ober-Ramstadt, Tel.: 06154 575796; Fax: +49 (0) 6154 57 57 95, firstname.lastname@example.org, by means of a clear declaration (e.g. a letter sent by post, fax or e-mail) of your decision to withdraw from this contract. You can use the enclosed model withdrawal form for this purpose, which is, however, not mandatory.
To comply with the withdrawal period, it is sufficient for you to send the notification of the exercise of the right of withdrawal before the expiry of the withdrawal period.
Consequences of the revocation
If you withdraw from this contract, we must refund all payments we have received from you, including delivery costs (with the exception of additional costs resulting from the fact that you have chosen a type of delivery other than the cheapest standard delivery offered by us), without delay and at the latest within fourteen days of the day on which we received notification of your withdrawal from this contract. For this repayment, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; in no case will you be charged for this repayment. In the case of a contract of sale, we may refuse repayment until we have received the goods back or until you have provided proof that you have returned the goods, whichever is the earlier. You must return or hand over the goods to us immediately and in any case no later than fourteen days from the day on which you notify us of the cancellation of this contract. The deadline is met if you send the goods before the expiry of the fourteen days period. You shall bear the direct costs of returning the goods.
You only have to pay for any loss in value of the goods if this loss in value is due to handling of the goods that is not necessary for testing the condition, properties and functioning of the goods.
If you have requested that the services begin during the withdrawal period, you must pay us a reasonable amount corresponding to the proportion of the services already provided up to the time you notify us of the exercise of the right of withdrawal according to this contract compared to the total scope of the services provided for in the contract.
If you wish to cancel the contract, please complete this form and return it to us:
To anic GmbH, Am Mühlberg 46, 64372 Ober-Ramstadt, Fax: +49 (0) 6154 57 57 95, email@example.com
I/we (*) hereby revoke the contract concluded by me/us (*) for the purchase of the following goods (*)/ the provision of the following service (*) ……………………………….
Ordered on (*)/ received on (*) …………………. Name of consumer(s) ……………………… Address of consumer(s) ………………………
Signature of the consumer(s) (only in case of paper communication) ……………………… Date ……………………… ……………………… (*) Delete where inapplicable.
(2) The right of withdrawal does not apply to the delivery of goods,
– which are not prefabricated and for the manufacture of which an individual selection or determination by the consumer is decisive or which are clearly tailored to the personal needs of the consumer;
– and also not in the case of the delivery of sound or video recordings or computer software in a sealed package if the seal was removed after delivery.
§ 15 – Assignment/Offsetting/Right of retention
(1) The customer may only assign claims against anic arising from this contract to third parties with the consent in text form (e.g. by e-mail) of anic.
(2) If the customer is an entrepreneur, he may only offset claims of anic against undisputed or legally established claims. The customer may only assert a right of retention insofar as it is based on the same contractual relationship.
(3) If the customer is in default of payment under an individual contract concluded with anic, anic may refuse to fulfil due deliveries within the scope of other business relations with the customer until the default has been remedied.
§ 16 – Final provisions
(1) Legally relevant declarations and notifications which the customer must make to anic or a third party must be in text form (e.g. by e-mail).
(2) The business relations between anic and the customers are subject to the laws of the Federal Republic of Germany. The validity of UN sales law is excluded.
(3) The contractual language is German and English. We deliver to the following countries: worldwide.
(4) The place of jurisdiction is Ober-Ramstadt, Germany, if the customer is a merchant or a legal entity under public law or a special fund under public law. The same applies if a customer does not have a general place of jurisdiction in Germany or if the place of residence or habitual abode is not known at the time of the commencement of action.
(5) anic may amend the GTC at any time for important reasons. The customer shall be notified in good time in writing or text form of any amendments to the GTC and their important reasons. The customer has the option to object to the amendment of the GTC within a period of two weeks. The objection must be made in text form (§ 126 b BGB). If the objection is not made within the stipulated period, consent to the amendment of the GTC shall be deemed to have been granted. The customer will be explicitly informed of this consequence in the notification of the amendment. If the customer objects to the amendment of the GTC, anic has the right to terminate the contract without notice.
Ober-Ramstadt, 15th April 2021