General Terms and Conditions of the eVision Systems GmbH
The products provided by eVision Systems GmbH are supplied solely on the basis of these General Terms and
These Terms and Conditions apply to all agreements, deliveries and services of the eVision Systems GmbH
(“eVision”) as a vendor in relation to its contractual partners unless other terms were mutually agreed in
Any deviating terms and conditions of the purchaser will not become binding even if eVision does not
expressly contradict the same. At any event, the following Terms and Conditions of eVision will be legally valid
for the entire agreement.
2. QUOTATIONS AND ORDER PLACEMENT
Quotations are non-binding unless a confirmation with a validity period has been provided in writing.
placement includes the acknowledgement of our Terms of Delivery and Payment. Any details regarding delivery
periods made on our part are only approximate and non-binding.
eVision reserves intellectual property and
copyrighted usage rights for cost estimates, drawings and other documents without any restrictions; said items
may only be made accessible to third parties with the prior written consent of eVision. Any drawings and other
documents pertaining to quotations must be returned without delay and upon request, should the order not be
placed with eVision. This also applies conversely to documents from the party placing the order. However, these
documents may be disclosed to those third parties, to whom eVision has legitimately assigned deliveries and
Unless otherwise expressly stated, the prices for software products are the price for an ordinary, non-exclusive
and non-transferable right of use on a single microcomputer workstation.
By fulfilling the terms of the
purchase agreement, the purchaser becomes a licensee of the licenser of the respective software product. The
licensee undertakes to only use the product on one computer at the same time. The right of use comes into effect
upon signing the licence agreement and/or opening the seal on the packaging of the data carrier, on which the
licence agreement is printed and by paying the licence fee, by which the licensee acknowledges the respective
licence agreement. Use without acknowledging the licence agreement is not permitted and constitutes infringement
of copyrights and other property rights of the respective licenser, which will be prosecuted by the respective
licenser. Acknowledgement of the licence agreement is at the same time a requirement for any warranty services.
Should any part of this section contradict the licence terms of the software manufacturer, the manufacturer’s
terms will apply.
Delivery will be made in the sequence in which orders are received and within the line of credit of the
respective ordering party. No liability will be assumed for delays caused by force majeure, operational or
transport delays, etc. The goods will be delivered in the design and quality stated at the time of order
confirmation. If technical improvements are introduced after orders have been accepted, eVision reserves the
right to deliver the improved products.
Ancillary agreements are only valid if they have been confirmed in
writing. Invoices will be issued upon delivery of goods ordered. It is not permissible to return goods for
5. DELIVERY PERIODS AND DELAYS
eVision will meet promised delivery dates to the extent possible. Should eVision be late in performance, the
purchaser may withdraw from the agreement only when eVision has been granted a reasonable grace period of no
less than three weeks. All other claims on the part of the purchaser in the event of failure to deliver or
failure to deliver on time are excluded. eVision will be released from its duty to deliver if it does not
receive deliveries on its part from its suppliers or has not been supplied with goods of the correct quality and
6. SHIPPING AND TRANSFER OF RISK
The goods including any return consignments will be shipped at the purchaser’s expense and risk, unless otherwise
agreed. No liability will be accepted for damage or loss incurred during transport. At the customer’s request,
we will take out transport insurance at the customer’s expense.
7. PRICES AND PAYMENT
Prices apply net from the registered office of eVision or from the place of dispatch for unpackaged and uninsured
goods and are quoted excluding statutory VAT applicable on the date of delivery. Invoices issued by eVision
Systems GmbH are payable net within 14 days of delivery and invoicing. eVision Systems GmbH is entitled to claim
default interest of 3% above the respective discount rate as of the due date, without having to provide
substantiation, notwithstanding the possibility of asserting greater damage actually incurred.
8. WARRANTY AND LIABILITY
eVision will not be held liable for negligence on the part of vicarious agents. Furthermore, eVision does not
assume liability for the delivered goods being suitable for a specific purpose. This also applies if eVision
Systems has provided the purchaser with advice of any kind on how the goods can be used; this also applies to
any advice given in the area of training and to training documents that may be incomplete. Moreover, eVision
will not be held liable if the delivered goods are merely defective at a percentage of defective products no
higher than that deemed acceptable in the trade with regard to such products. Any other liability will be
limited to the possibility of returning defective parts and having them replaced with flawless parts or eVision
granting a credit note in the amount of the value of the goods returned. All other damages claims, whether in
regard to compensation for direct or indirect losses and all other warranty claims are expressly excluded. No
liability will be assumed in any case for goods that have already been processed. Processing of the goods will
be deemed acknowledgement that the goods supplied were not defective. eVision draws the purchaser’s attention to
the fact that, pursuant to the state of the art, it is not possible to create standard software for computers in
such a way that it functions properly in all applications and combinations. eVision assumes no liability for
errors in the program or system that were not avoidable or foreseeable pursuant to the state of the art applying
customary testing methods. In the case of software products, the subject matter of the purchase agreement is
exclusively the application function arising from the program specification. Installation, assembly, consulting
and training services are not the subject matter of the agreement; they must be agreed upon separately. eVision
ensures the purchaser that, as of the date of delivery of the data carriers (disks, CDs, tapes) on which the
software is stored and the hardware included in the delivery of the software, are free of defects in the design
of the material under normal operating conditions and with normal maintenance. Complaints of any kind must be
asserted without delay following receipt of the goods, either in writing or by telegram. The purchaser is
obligated to check the goods immediately upon receipt.
9. RETENTION OF TITLE
The goods delivered remain our property until full payment of all receivables from the customer, which we are
entitled to as of the date of delivery of the goods. The purchaser may only deliver and sell goods we delivered
to third parties prior to full payment in the ordinary course of business. In the event of resale of the goods
delivered, the purchaser must already assign us its claims arising from the resale of the goods subject to
retention of title – we accept said assignment. The conclusion of supply agreements does not constitute any
entitlement to the conclusion of further agreements of this nature.
The purchaser will only be entitled to withdraw from the agreement if the purchaser is ultimately unable to
The products and technical know-how supplied by eVision are intended to remain within the country to which the
delivery is made as agreed with the purchaser. The re-export of contractual products by the purchaser, whether
separately or integrated into a system, is subject to approval and to the export regulations of the Federal
Republic of Germany or the EU, as the case may be, and generally subject to re-export approval according to the
provisions of the US Department of Commerce. The purchaser must obtain all necessary information regarding these
regulations and will be liable as the exporter for compliance with these regulations.
12. DATA STORAGE
Pursuant to sec. 33 of the BDSG [“Bundesdatenschutzgesetz”: German Federal Data Protection Act], we point out
that we store personal data to the extent that it pertains to the business relationship.
13. PLACE OF JURISDICTION
The place of performance and exclusive place of jurisdiction for all obligations and for all legal matters is
Ebersberg. The relations between the contractual partners are governed exclusively by the laws of the Federal
Republic of Germany.
14. FINAL PROVISIONS
No ancillary agreements have been made. Additional agreements to these General Terms and Conditions and any
agreement on their suspension or non-applicability or any declaration on cancellation, price reduction and
termination must be made in writing. This also applies to any waiver of the written form requirement.
eVision Systems GmbH