General Terms and conditions
of ECOPLAN E-Commerce GmbH
GENERAL TERMS AND CONDITIONS
Valid from 01.04.2020
Below you can read the valid General Terms and Conditions (GTC) of ECOPLAN E-Commerce GmbH, on the basis of which we work exclusively. The terms and conditions provided by our contractual partners are not deemed to have been agreed. They are expressly rejected.
§ 1 Applicable contractual conditions
1. these terms and conditions of business and delivery apply only to contracts with customers who are not consumers within the meaning of § 13 BGB. Within the scope of its activities, ECOPLAN E-Commerce GmbH mainly addresses customers who are not consumers within the meaning of § 13 BGB. If the customer is nevertheless a consumer, the statutory regulations apply. The General Terms and Conditions of ECOPLAN E-Commerce GmbH (GTC) apply to all contractual relationships with customers in connection with the delivery and services of ECOPLAN E-Commerce GmbH and are deemed to be an integral part of the contract, unless a deviating agreement has been expressly made between ECOPLAN E-Commerce GmbH and the customer. 2.
2. these GTCs apply exclusively. Deviating, conflicting or supplementary general terms and conditions of a customer shall not become part of the contract. Something else applies if ECOPLAN E-Commerce GmbH has expressly agreed to their validity in writing. This requirement of consent also applies if ECOPLAN E-Commerce GmbH provides a delivery or service to the customer without reservation in the knowledge of the customer's general terms and conditions. Otherwise, the validity of the customer's general terms and conditions is hereby expressly rejected.
3. all verbal agreements must be confirmed in writing by ECOPLAN E-Commerce GmbH in order to be legally effective; this can also be in the form of an e-mail.
4. these General Terms and Conditions are supplemented by contractual conditions for individual deliveries and services.
§ 2 Conclusion and initiation of contract
1. the offers of ECOPLAN E-Commerce GmbH are subject to change and non-binding. This also applies if ECOPLAN E-Commerce GmbH has provided the customer with catalogs, product descriptions or technical documentation (including e.g. manuals, calculations, calculations) during the initiation of the respective contract, to which ECOPLAN E-Commerce GmbH reserves ownership rights and copyrights. Information, details in brochures, leaflets and technical instructions are provided for information purposes only and are intended to convey general knowledge. Unless otherwise agreed, they do not form part of the contract.
2. contracts between ECOPLAN E-Commerce GmbH and its customers must be in writing to be valid. In the case of a verbal, telephone, written or otherwise transmitted order, the contract is concluded with the written order confirmation, but at the latest with the fulfillment or the offer to provide the service owed (fulfillment offer).
3. every order for software programs or commissioning or other services by the customer is deemed to be a binding contractual offer, unless otherwise stated in the order, commissioning or other unambiguous communication. ECOPLAN E-Commerce GmbH is entitled to accept the contract offer within two weeks of receipt. Acceptance can be declared in writing or by delivery of the software programs/goods or provision of other services to the customer.
(4) E-Commerce GmbH reserves the right to make technical changes during the execution of the order, insofar as they result from the progress of technical development or prove to be appropriate in individual cases in the interest of the performance of the system.
5. any termination must be in writing to be effective.
§ 3 Prices and terms of payment
1. the prices for services and software are based on the current ECOPLAN price lists. The prices are net ex ECOPLAN E-Commerce GmbH without deductions and plus the statutory value added tax.
2. if the customer defaults on payment to a not inconsiderable extent, ECOPLAN E-Commerce GmbH is entitled to temporarily suspend further services from the same legal relationship to which ECOPLAN E-Commerce GmbH has committed itself and to declare all outstanding amounts from this relationship due and payable.
3. invoiced services are due immediately upon receipt of the invoice, unless expressly agreed otherwise in writing.
4. the customer is only entitled to set-off if his counterclaims have been legally established or recognized by ECOPLAN E-Commerce GmbH. In addition, the customer may only exercise a right of retention if the claim on the basis of which he is withholding payment is based on the same contractual relationship and has either been legally established or recognized by ECOPLAN E-Commerce GmbH.
5. ECOPLAN E-Commerce GmbH is entitled to offset all claims it has against the customer and all claims the customer has against ECOPLAN E-Commerce.
§ 4 Default of payment
If the customer defaults on payment of an invoice, ECOPLAN E-Commerce GmbH is entitled to charge interest on arrears at a rate of 9% points above the published prime rate of the Deutsche Bundesbank. Interest on arrears can be set higher if ECOPLAN E-Commerce GmbH can prove that a higher interest rate has been charged.
§ 5 Retention of title
1. all goods or documents delivered by ECOPLAN E-Commerce GmbH to the customer remain the property of ECOPLAN E-Commerce GmbH until all claims arising from the entire business relationship have been paid in full.
2. deliveries or services of ECOPLAN E-Commerce GmbH may not be pledged to third parties or assigned as security before full payment of the secured claim. The customer must inform ECOPLAN E-Commerce GmbH immediately if access by third parties occurs or is imminent. He is also obliged to inform the third party of ECOPLAN E-Commerce GmbH's ownership.
3. in the event of breach of contract by the customer, in particular non-payment of the remuneration due, ECOPLAN E-Commerce GmbH is entitled to withdraw from the contract in accordance with the statutory provisions and, if necessary, to demand the return of the delivered goods in question (e.g. data carriers, used manuals, etc.) on the basis of the retention of title and the withdrawal and, insofar as the customer has been granted rights of use to intellectual property (e.g. rights of use to software programs), to withdraw these.
4. the customer must bear the costs of all measures which serve to preserve or secure the property of ECOPLAN E-Commerce GmbH. This also applies if such a measure fails but appears objectively necessary.
§ 6 Costs and processing fees for incorrect assertion of warranty rights
1. costs and processing fees incurred in connection with unjustified warranty claims shall be borne by the customer.
2. if the customer uses software purchased from ECOPLAN E-Commerce GmbH together with system or development software purchased from third parties, any warranty claims of the customer are void if ECOPLAN E-Commerce GmbH has not previously declared its consent to the use of the third-party software in writing.
§ 7 Costs and processing fee for incorrect assertion of warranty rights
1. insofar as ECOPLAN E-Commerce GmbH sells or licenses standard software obtained from third parties to the customer, the customer hereby undertakes to recognize the delivery and contractual conditions of the software manufacturer or supplier, the copyrights and exploitation rights of the software manufacturer or license holder and to observe the relevant legal regulations in this regard.
2. the customer's obligation to indemnify in accordance with § 10 para. 2 of these GTC shall also apply.
§ 8 Special provision for consulting, organization and programming services
1. notwithstanding any special provisions in licensing, project, framework or similar contracts, the customer is obliged to check the completeness and correctness of the work results immediately when ECOPLAN E-Commerce GmbH carries out consulting, organizational and programming work. Complaints must be made in writing by the customer within 7 working days of the handover of the programs, evaluations, concepts or other work, enclosing the documents necessary for repetition or correction. Hidden errors must be reported immediately after discovery.
2 ECOPLAN E-Commerce GmbH does not guarantee that the software provided fulfills the customer's special requirements or that it is suitable for a special purpose.
3. the customer is solely responsible for the correct use of the program, in particular for the backup of the data processed with the programs concerned.
§ 9 Liability
1. the liability of ECOPLAN E-Commerce GmbH or a representative or vicarious agent shall be governed by the statutory provisions in cases of intent or gross negligence.
2. claims for damages by the customer are excluded. Excluded from this are claims for damages by the customer arising from injury to life, limb or health or from the breach of essential contractual obligations (cardinal obligations) as well as liability for other damages based on an intentional or grossly negligent breach of duty by ECOPLAN E-Commerce GmbH, its legal representatives or vicarious agents. Essential contractual obligations are those whose fulfillment is necessary to achieve the objective of the contract.
3. the restriction of paragraphs 1) and 2) also apply in favor of the legal representatives and vicarious agents of the provider if claims are asserted directly against them.
(4) ECOPLAN E-Commerce GmbH is not liable for damages that are not typically to be expected according to the nature of the respective order and the goods and during normal use of the goods. The liability of ECOPLAN E-Commerce GmbH is also excluded for damages resulting from data loss if recovery is not possible or is made more difficult due to missing or inadequate data backup. The above limitations of liability do not apply in the case of intent or gross negligence.
5. limitations of this § 9 do not apply to the liability of ECOPLAN E-Commerce GmbH for guaranteed characteristics within the meaning of § 444 BGB due to injury to life, limb or health or under the Product Liability Act.
§ 10 Reservation of rights and property rights of third parties
1 ECOPLAN E-Commerce GmbH reserves the right of ownership and copyright to software, circuit diagrams, drawings, drafts, descriptions, plans, concepts and similar documents created by it. These may not be made accessible to third parties without the written consent of ECOPLAN E-Commerce GmbH. Reproduction and editing is prohibited without the express consent of ECOPLAN E-Commerce GmbH. Upon request, they must be returned to ECOPLAN E-Commerce GmbH immediately, unless other usage agreements (e.g. for software) prevent this. In the event of non-compliance, ECOPLAN E-Commerce GmbH is entitled to demand compensation.
2 ECOPLAN E-Commerce GmbH is not liable for the infringement of patent rights, copyrights or other industrial property rights by the customer in respect of contractual deliveries or services. If claims are made against ECOPLAN E-Commerce GmbH by third parties, the customer must indemnify ECOPLAN E-Commerce GmbH against any such claims. In the event of a claim, ECOPLAN E-Commerce GmbH will inform the customer immediately. Any warranty claims that arise will be borne by the customer.
§ 11 Confidentiality and data protection
1. the contracting parties undertake to treat information about the other contracting party confidentially, insofar as this information is not already known to the public or the contracting party concerned has expressly agreed to the disclosure in advance. This shall also apply mutatis mutandis to offers, cost estimates, concepts, specifications, drawings, brochures and other documents provided to the customer in the course of initiating a contract. This obligation shall also extend beyond the duration of this contractual relationship.
2. the customer is informed that ECOPLAN E-Commerce GmbH or affiliated companies store and process personal data to the extent that this is necessary within the framework of the contractual relationship. Personal data will only be passed on to third parties if there is a legal obligation to do so.
§ 12 Place of jurisdiction and place of performance
1. for legal disputes arising from this contract, Fulda is agreed as the place of jurisdiction, provided that both parties are merchants, legal entities, legal persons under public law or special funds under public law.
(2) The place of performance for all obligations arising from this contract shall be the registered office of ECOLPAN E-Commerce GmbH.
3. the present contractual relationship shall be governed exclusively by the law of the Federal Republic of Germany. The application of the Vienna UN Convention on Contracts for the International Sale of Goods is excluded.
§ 13 Final provisions
Should individual provisions of these General Terms and Conditions be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions and the underlying contract. The contracting parties undertake to fill any resulting gap with a provision that comes as close as possible to the economically intended meaning and purpose of the provisions and the contract.