LightTrans

Terms and Conditions

I. General

1. Our terms and conditions apply to the entirety of business transactions between LightTrans and its customers. Our terms and conditions also apply in cases where the customer has no terms and conditions of its own. It only does not apply in the case where we have expressly agreed to the customer’s terms and condition.

2. Definition of terms/Multiple commission

Sales refers to the selling of software, software components and optical components and systems. Activation of the software or software components occurs by means of Dongle, Hardlock or a comparable system providing protection of software and data. With its acquisition of the software and the software components, the customer is granted the opportunity to try out its own ideas and further developments. No guarantee of results in any form is assumed.

Support refers to customer support in the resolution of installation and implementation problems. Unless otherwise agreed to, we present an initial problem analysis within 3 days of a corresponding request.

Optical Engineering refers to the processing of a clearly defined customer task.

Insofar as services are commissioned, they are respectively independent assignments from a legal perspective. Difficulties in the area of the rendering of a service have no impact on further tasks and do not affect the compensation for these tasks unless specified in the agreements as an exception.

3. The information regarding the products sold by us, along with our publications, reflect the results of our research. The information and advice we provide are based on our past experience. We cannot guarantee that the products sold by us, the information provided by us or the proposed solutions for the customer’s specific situation are appropriate.

4. To the extent that demonstration goods have been made available to the customer on a trial basis, we reserve the right to alter the material delivery (other manufacturers with the same specification) and supply another technically comparable software and data protection system. The demonstration goods made available to the customer must be returned to us unsolicited no later than 4 weeks after their provision. We make reference to Section XVIII. The date of arrival at our facilities is determinative with respect to the trial period. Unless otherwise agreed to, the customer shall bear the cost of the return. Upon the expiration of the trial period, we are entitled to charge the customer the current selling price for the demonstration goods provided.

5. Customer information required for the proper execution of the business relationship will be stored and processed by us on computers.

II. Conclusion of contract

1. Our offers are non-binding. Unless otherwise agreed to, we are bound to an offer for a maximum of 30 days.

2. The customer is bound to its order for 4 weeks. The contract with the customer shall be deemed to exist once we have confirmed this order in writing or made delivery within this period.

III. Prices

1. Our prices are net in Euro, exclusive of customs duties and taxes, plus the respective statutory value-added tax. The price in accordance with the order confirmation is determinative.

2. We are entitled to a reasonable price adjustment if more than 12 weeks have passed between the conclusion of the contract and an agreed-upon delivery date and a change has subsequently occurred in wages, cost of materials or normal market prices. In such cases, our customers are entitled to withdraw if the price increase is significantly greater than the rise in the general cost of living between order and delivery.

IV. Delivery and performance

1.Unless otherwise agreed to, the following applies: we provide our results in the service and optical engineering areas via the Internet; otherwise, they are sent by courier service.

2. The delivery and service provision periods are only binding when separately agreed to. They begin no earlier than upon confirmation of the order and following clarification of all relevant questions as well as the submission of all required certificates/permits. Upon culpability of the customer or in cases of force majeure, they are extended by the length of the delays incurred.

3. Unless otherwise regulated by individual agreement, our customer is entitled to withdraw from the contract only after two failures to meet an extended time limit. This shall not apply if the impediment is of a temporary nature and the postponement of the delivery/service provision deadline is acceptable to the customer.

4. We are entitled to make partial delivery and partial provision of services if this is acceptable to the customer. In this case, we are also entitled to prepare partial invoices

V. Shipment, assumption or risk, default of acceptance

1. Unless otherwise agreed to, we bear the shipping costs.

2. Risk is transferred to the customer, even for partial delivery/service provision, upon handover to the courier service.

3. Should shipment be delayed for reasons originating in the sphere of our customer, the risk of accidental deterioration and accidental loss is transferred to the customer upon notification of readiness for shipping. The customer shall also bear any possible storage costs.

4. Should our customer default on acceptance, we are entitled to demand compensation in the amount of 10 percent of the agreed-upon net contractual total. The compensation may be adjusted higher or lower if we provide evidence to the customer of greater damages or if the customer provides evidence to us of lesser damages.

VI. Duty to examine and give notice

1. Damage during transport must be promptly brought to the attention of the courier service. The customer accepts the obligation of providing us with a written report including detailed description of the damage and corresponding evidence.

2. Our customers are obligated to examine our services/shipments promptly for possible defects. Obvious deficiencies, especially the lack of data carriers, manuals, or the software and data protection system as well as substantial, clearly visible damage must be promptly reported in writing. Unless otherwise installed, the following notice periods apply: optical engineering 14 days; otherwise 8 days. Date of arrival at our facility is determinative. Where defects are not obvious, the above applies correspondingly. The notice period in such cases begins upon detection of the deficiency. Upon expiration of the notification period, the shipment/service is deemed accepted with respect to the defect. The above applies correspondingly to partial shipments/partial provision of services.

3. Where shipment occurs via courier service, the rejected goods are to be returned in the original or comparable packaging for examination. For justified and timely notification of defect, we rectify the defect at our discretion by repairing the defect or supplying an object free of defect. We further assume the costs of rectifying the defect. This shall not apply to costs incurred if our customer has shipped the goods to a address other than the place of fulfillment.

4. LightTrans is entitled to two instances of rectification. Should we be unable to rectify the defect despite the setting of a reasonable deadline, our customer is entitled to withdraw from the agreement. This shall not apply to cases in which the power of withdrawal is legally excluded. In cases under Sec. 323 Par. 2, Sec. 440 and Sec. 441 of the German Civil Code, it is not necessary to set a deadline. The customer is liable for any negligent or willful conduct through which the supplied object has become deteriorated or lost. The same shall apply to unclaimed benefits.

VII. Payment, offset, right of retention

1. Subject to agreement to the contrary, our invoices must be paid within 30 days of invoicing, in Euro, with no discounting. The date of deposit into our account is determinative with respect to timeliness. If this time period is exceeded, we are entitled to charge interest on arrears in the amount of 9 percentage points above the base interest rates but minimally in the amount of legal interest rates in accordance with Sec. 288 (2) of the German Civil Code.

2. Where costs and interest accrue, we are entitled to calculate payments based first on the costs, then on the interest, and finally on the main performance.

3. Offsetting is excluded except for counterclaims arising from the same contractual relationship as well as undisputed or legally established claims. Regarding retention of payments, HS sentence 2.2 applies accordingly.

VIII. Retention of title

1. The delivered goods remain in our possession (reserved goods) until fulfillment of all our claims against the contractual partner arising from the existing business relationship, even if payments covering specially designated claims have been made.

2. In the event of commingling, we acquire co-ownership of the new object in proportion to the calculated value of the reserved goods in comparison with the calculated value of the other goods used. Should our co-ownership lapse through the commingling, the customer henceforth transfers the ownership rights it has held to the extent of the calculated value of the reserved goods and safeguards these for us at no charge.

3. To the extent that security was provided, we will release this upon our customer’s request if the total value of the securities exceeds the claim to be secured by 20 percent.

IX. Copyright, reproduction, transfer to third parties

1. Unless otherwise agreed upon, we are entitled to the ownership of the supplies/services we provided, assuming we have our own copyright, right of use or ownership right.

2. By acquiring a license, our customer acquires the right to install the software and/or software components it has acquired onto the computers for specific processing by the specifically responsible employee. Subject to other individual arrangements, issuance of a license does not imply entitlement to parallel use by multiple users.

3. In the event that the customer maintains multiple sites, this right is restricted to the site where the customer order originated. Usage outside the site is permitted solely for the purposes of instruction and demonstration as well as for specific task-related use by the customer’s customer.

4. To the extent that transfer to third parties by the customer is allowed in individual cases, the customer is obligated to comply with legal provisions (especially export control) by contacting the building’s state development office and reporting all changes.

X. Decompilation, program changes

1. Back translation of the received program codes into other code forms (decompilation) or any other form of inversion of the different forms of the software (reverse engineering) is not permitted.

2. Removal or bypass of the routines of the supplied software and data protection system (Dongle, Hardlock or comparable systems) is not permitted.

XI. Warranty

1. Unless otherwise agreed upon, the warranty period for the sale shall be one year. Within this period, we will, at the discretion of our customer, either repair the defect at no cost (rectification) or supply goods free of defect (replacement delivery). We bear all required expenses except for costs incurred due to the customer’s negligent or willful conduct. In the event of malfunction of the software and data protection system, we will supply a new software and data protection system at our expense within the warranty period. Following the expiration of the warranty period, supply of a new software and data protection system shall incur cost. Should the customer place an order for this, the respectively current selling price plus delivery charge shall be compensated.

2. The presence of the software and data protection system is part of the agreed-upon condition and in principle is not a justification of software defect. Reference is made to the regulation in Sec. I number 4.

3. If the defect is not resolved within a reasonable period or the rectification or replacement delivery is deemed to have failed for other reasons, our customer is entitled, at its discretion, to receive a lower price (reduction), withdraw from the contract, demand compensation or receive reimbursement for wasted costs. This shall be the case in the event of two failed efforts at rectification/replacement delivery.

4. The warranty lapses if the customer, contrary to information it provides when concluding the contract, does not possess the necessary technical parameters and the use of the supplies/services is thereby excluded. It also lapses if the customer breaches existing operational and/or maintenance directives or carries out other changes to the supplies or services or replaces parts. This shall not apply if the customer provides proof that the defect is not due to these reasons.
    

XII. Liability

1. In the case of injury to life, limb or health, absence of quality guarantees, liability in accordance with Sec. 14 of the Product Liability Act or the breach of major obligations, we are also liable for slight negligence; depending on the amount, however, these are restricted to typical and foreseeable damages. We are otherwise liable only for gross negligence or willful actions.

2. Liability for data loss is restricted to the typical recovery expense that would have been incurred under regular and risk-adequate creation of backup copies. Subject to agreement to the contrary, these should be performed at least on a daily basis.

3. We are liable for slight negligence for damages resulting from delays restricted to a maximum of 5 percent of the contract total, depending on the amount; this is respectively limited to the specific commissioning.

4. The regulations described above apply not only to our own fault but also to the fault of our employees, representatives and/or vicarious agents.

XIII. Assignment

 The assignment of claims requires our approval.

XIV. Confidentiality

Unless otherwise agreed upon, all information in connection with our supplies/services is subject to confidentiality.

XV. Industrial property rights and copyrights

1. In the event that our supplies/services violate the industrial property rights or copyrights of a third party and claims are therefore brought against our customer, we will grant the customer the right of further use. This obligation lapses if the customer does not make all information available to us in writing in a timely fashion. The obligation is additionally conditional on our reserving all defensive measures and out-of-court measures.

2. Should we be unsuccessful in granting the customer the right of further use or if this is economically untenable, we will, at our discretion, either modify the supply/service to resolve or replace the legal defect or take back the supply/service and refund the purchase price minus an amount in consideration of the age of the supply/service. The customer is only entitled to further claims of violations of protection or copyright in the event of our breach of major obligations or our willful or grossly negligent conduct.

3. The obligations described above shall lapse if the violation of rights was caused by the customer’s failure to use our supplies/service in the manner prescribed by us or by its use of our supplies/service together with other supplies/services. In such a case, the customer shall, in the context of our internal relationship, concurrently indemnify us against all third-party claims.

4. The regulations described above apply not only to our own fault but also to the fault of our employees, representatives and/or vicarious agents.

XVI. Other obligations

1. The customer is aware that the use of the supplies and services for military purposes, nuclear, biological and chemical weapons or nuclear technology in countries subject to embargo or for barred persons requires authorization. Unless otherwise agreed upon, the customer is obligated to bear the cost of obtaining all applications and permits. It commits itself to comply with existing laws and ordinances and not to use our supplies/services in countries that forbid or restrict the customer from the corresponding importation of these supplies/services. The customer further states that it possesses or will obtain at its own cost all required export or import permits.

2. The customer is obligated to inform us in writing in a timely fashion regarding any incidents associated with the use of our supplies/services.

3. The customer is obligated to dispose of the goods and packaging we supply. In doing so, it must observe our information accompanying the goods as well as the legal regulations applicable to the specific site of operations. The customer shall bear the costs that arise.

XVIII. Miscellaneous

1. Unless agreed to the contrary, the place of fulfillment for all supplies/services is Jena.

2. All legal disputes shall be filed at the headquarters of our company. We are also entitled at our discretion, however, to file claims against the customer at the customer’s headquarters.

3. German law shall apply exclusively to all disputes arising from this agreement to the extent that non-compulsory legal regulations may oppose this. Application of the United Nations Sales Convention is expressly excluded.

4. Amendments to the agreement with our customer must always be made in writing. This shall also apply to renunciation of the clause on written form.

5. Should one or more of the regulations described above prove or become void or ineffective, the effectiveness of the remaining provisions shall remain unaffected. The regulation that comes closest to the commercial aims of the parties shall be used in place of the void or ineffective regulation. The same shall apply if the regulations described above contain a gap.

6. If the translation of the General Terms and Conditions leads to discrepancies/differences, the German version and the contents of the regulations based on the German version shall always apply.

Contact & Trial

LightTrans

Phone +49.3641.53129-44

info (at) lighttrans.com

 

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