General Terms and Conditions (AGB)

1. Scope and conclusion of contract

These General Terms and Conditions apply to all contractual relationships and pre-contractual negotiations with our customers, irrespective of the nature and scope of the service in the course of current and future business relations. Regulations deviating from these General Terms and Conditions shall only apply if these are confirmed by CONWEAVER in writing. This also applies if CONWEAVER provides unreserved services in the knowledge of conflicting or divergent terms and conditions of the customer. The representation of the services of CONWEAVER on internet pages, in presentations or other media does not represent a legally binding offer, but a non-binding quotation.

2. Pricing 

Unless otherwise indicated, the listed prices do not include legal value added tax and shipping costs. All prices, including those in the order confirmation, are non-binding. In case of fundamental alterations in terms of factors that determine the price before the definite processing of order, a corresponding adjustment to these changes is reserved.

3. Maturity and set-off

Our invoices are due within 10 days after the invoice date. The customer shall only be entitled to offset rights if his counterclaims have been legally established, undisputed or acknowledged by us. Moreover, the customer is entitled to exercise a right of retention if his counterclaim is based on the same contract relationship. Deduction of discount requires a separate written agreement.

4. Delivery 

All delivery dates specified by CONWEAVER are non-binding delivery dates, unless a delivery date is expressly agreed in writing. If, after the order has been submitted, the customer requests changes or additions to the order or if further circumstances make it impossible for CONWEAVER to observe the delivery date even though CONWEAVER is not responsible for such circumstances, the delivery date shall be postponed by an appropriate period. If CONWEAVER is prevented in the timely fulfillment of the contract, i.e. caused by procurement, manufacturing or delivery disruption on their side or on the suppliers’ side, the general legal principles apply, with the proviso that the customer can set a grace period of six (6) weeks after one month. If the customer is in default of acceptance or culpably violates any other obligations to cooperate, CONWEAVER shall be entitled to demand compensation for the damages incurred, including any extra charges. Further claims are reserved.

5. Payment and default

Hardware and software are also invoiced immediately as part of a total order. All invoices of CONWEAVER GmbH are due for payment within 10 days from the invoice date. Decisive is the date on which payment is received by CONWEAVER.

6. Industrial property rights

CONWEAVER is the owner of all copyrights, patents, utility models and other intellectual property rights of the software which it creates or offers, including the related documentation. A right to use the software requires a separate written usage agreement. Without our written consent, neither the software nor any accompanying documents, either directly or indirectly, may be made accessible to third parties.

7. Reservation of title

CONWEAVER retains ownership over all goods delivered until payment of all its claims from the contract. The customer is required to handle the product with care; in particular, the contracting party is obliged to insure the goods adequately at their replacement value against fire, water and theft, until all payments have been received. If maintenance and inspection work is necessary, the contracting party must conduct such work in due time at its own cost. In case of seizures or other interventions by third parties, the customer must immediately inform CONWEAVER in writing.

8. Warranty

The warranty period is one year and starts with the delivery of the software to the customer. The customer is obliged to check the delivered software immediately.

9. Liability

The parties shall be liable to each other for all damages caused in connection with the implementation of this contract in accordance with the legal regulations.

10. Data protection

CONWEAVER shall store the personal data for order processing and, if necessary, pass it on to third parties for this purpose. The customer expressly agrees to the collection, processing and utilization of personal data. The contract form will be saved and can be viewed even after contract conclusion. Moreover, the customer may at any time object to the aforementioned use and / or processing of his data by notifying CONWEAVER GmbH, Friedensplatz 12, 64283 Darmstadt or revoking his consent. After receipt of the objection or revocation, the affected data will no longer be used and processed.

11. Choice of law, place of performance and jurisdiction

This agreement shall be governed by the laws of the Federal Republic of Germany. The validity of the UN purchase law is excluded. The place of jurisdiction and place of performance is the seat of CONWEAVER GmbH.

12. Severability clause

In the event that one or more provisions of this Agreement are or become invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by an effective provision which is closest to the economic purpose pursued by the parties.

Darmstadt, 14.05.2008
CONWEAVER GmbH - All rights reserved

General Managers:

Dr. Thomas Kamps / Richard Stenzel

Friedensplatz 12
D-64283 Darmstadt / Germany

Phone: +49 6151 599 92-0
Fax: +49 6151 599 92-333
E-Mail: info@conweaver.com

Court of Registry No. HRB 86422
VAT ID Nr: DE 257926672