Dillenburger Str. 75
Fon: +49.221 .356622.0
Fax: +49.221 .356622.22
Court of registry:
Cologne (Amtsgericht Köln)
Reg. No.: HRB 53992
VAT ID: DE 239780984
© 2011, InTradeSys Limited, London
General terms and conditions of the Company
InTradeSys Limited, Subsidiary Germany
The following General Terms and Conditions of Business apply to all contractual relations between InTradeSys Limited - Germany branch and their customers, independent of the type and scope of services in the context of current and future business dealings. Customer's General Terms and Conditions of Business do not form part of the content of contracts even if InTradeSys Limited - Germany branch has not expressly stated this. Oral agreements and those made by telephone or E-Mail require written confirmation from InTradeSys Limited - Germany branch in order to be valid.
2. Proposals and Conclusion of the Contract
All proposals made by InTradeSys Limited - Germany branch are without obligation and subject to confirmation unless they have been agreed as binding in writing by InTradeSys Limited – Germany branch. The proposals constitute an offer from InTradeSys Limited - Germany branch to customers to commission InTradeSys Limited. InTradeSys Limited reserve the right to accept these offers. A contract is first concluded through the acceptance of the offer. Order confirmations must be in writing.
All prices, in particular those stated in the order confirmation are without obligation. Unless explicitly stated, prices do not include VAT. Independent of this, in the case of alterations and / or extensions to the existing proposal, InTradeSys Limited - Germany branch reserves the right to charge for these additional services at the applicable rate.
4. Delivery and Delivery dates
Any delivery date stated by InTradeSys Limited - Germany branch is a non-binding delivery date unless this date is part of the proposal and has been confirmed in writing.
If the customer should need alterations and/or extensions to the order after the order has been placed the delivery date will be extended by the time period stated in the alteration / extension proposal. If certain circumstances should occur which mean that it is not possible for InTradeSys Limited - Germany branch to adhere to the delivery date and InTradeSys Limited - Germany branch were not responsible for these circumstances the delivery date will be postponed for a reasonable period of time. If InTradeSys Limited - Germany branch are prevented from fulfilling the contract on time for example due to procurement, manufacturing or supplier delays to ourselves or to our suppliers, the general legal principles apply which the customer may invoke after the expiry of one month with a notice period of 6 weeks. If a binding delivery date cannot be adhered to due to war, riots, strikes, lockouts or other circumstances for which InTradeSys Limited - Germany branch are not responsible according to general legal principles, then the delivery date is to be extended by a reasonable amount. The customer may withdraw from the contract if InTradeSys Limited - Germany branch fails to deliver after the extended period giving reasonable notice. Withdrawal must be carried out in writing.
If InTradeSys Limited - Germany branch cannot partially or wholly fulfil the contract for the above reasons they are freed from their obligation to deliver.
5. Payment and default
InTradeSys Limited – Germany branch reserves the right to invoice for partial performance (milestones). Invoices are payable within 14 days from the invoice date.
If the customer is more than 7 days in default of a due payment, InTradeSys Limited, Germany branch is entitled to charge default interest at 5% above the respective reference interest rate of the European Central Bank. The right to assert a higher damage claim is reserved.
6. Patent and Intellectual Property rights
InTradeSys Limited - Germany branch remains, as long as nothing to the contrary is contractually agreed, the holder of all intellectual property and usage rights to software supplied to the customer including all documentation. Distribution of software, concepts or drafts thereof developed by InTradeSys Limited – Germany branch to third parties is not permitted without express permission which is to be obtained in writing.
7. Retention of title
InTradeSys Limited - Germany branch retain title to delivered work results all until payment has been made in full and all claims have been settled. This also applies to conditional receivables.
The guarantee period is limited to 12 months and begins with the handover of the software for checking. The customer is obligated to immediately check the delivered software and to report any defects.
InTradeSys Limited – Germany branch is liable as per the statutory provisions for damage to life, body and health, for negligent or intentional infringement of a duty by their legal representatives and vicarious agents and for damages as per the German Product Liability Act (Produkthaftungsgesetz). InTradeSys Limited – Germany branch is only responsible for damages caused by their legal representatives and vicarious agents if they were grossly negligent and intentionally committed during the fulfilment of the contract. In cases of ordinary negligence we are only liable if fundamental contractual obligations (cardinal obligations) are breached and the damages are foreseeable and contractually typical. In this case the amount of damages is restricted to half of the royalty payments of the affected contractual software and half of the service charge levied in the previous calendar year for servicing and maintenance services. In general, liability is excluded. InTradeSys Limited – Germany branch is not liable for breaches of the law facilitated by the software they provided to the customer. The customer indemnifies InTradeSys Limited – Germany branch in this regard against all third party claims for damages. All costs hereby incurred by InTradeSys Limited – Germany branch in this regard are to be borne by the customer.
10. Contractual exclusion of setoff
Insofar as claims of the customer vis-à-vis InTradeSys Limited – Germany branch are uncontested or not legally established or, if contested, the court is not ready to make a decision, the offsetting of claims by InTradeSys Limited – Germany branch vis-à-vis the customer is excluded.
11. Applicable law, Place of performance and Jurisdiction
The law of the Federal Republic of Germany shall exclusively apply to all contractual relations between InTradeSys Limited - Germany branch and the customer. The application of the UN Convention on Contracts for the International Sale of Goods is excluded. The place of performance is Köln (Cologne). Köln (Cologne) has jurisdiction.
12. Severability clause
Should one or more of the existing provisions of this contract or additional valid individual agreements be invalid, in whole or in part, this shall not affect the validity of the remaining provisions. In such a case the contractual parties are obligated to replace the invalid provision with a valid provision which comes closest to the economic purpose of the invalid provision.
Köln, July 2010