Conditions

General Terms and Conditions of PerFact Innovation GmbH & Co. KG

§1 Object of business

PerFact Innovation GmbH & Co. KG, hereinafter referred to as PerFact, is a service company. PerFact creates concepts for solving tasks in the field of electronic data processing, especially related to company-internal communication.

In addition, PerFact advises the customer on the acquisition of hardware and software components, installs them, configures them and in this way contributes to the creation of the necessary structural conditions. With the resulting system, PerFact organises a customer-oriented overall solution adapted to the workflow.

§2 Scope of the terms and conditions

The offers, deliveries and services of PerFact are made exclusively on the basis of these terms and conditions. They also apply to all further business relations, even if they are not explicitly agreed again. These terms and conditions shall be considered accepted at the latest when a service is used/received. General terms and conditions of business of the customer, in particular terms and conditions of purchase, are hereby already rejected, i.e. they are not accepted even if we do not expressly reject them again after receipt by us. Agreements which deviate from these terms and conditions shall only be effective if we confirm them in writing.

PerFact shall have the right to amend these General Terms and Conditions if this does not affect essential provisions of the contractual relationship and if this is necessary to adapt to developments which could not be foreseen at the time of conclusion of the contract and the disregard of which would noticeably disturb the balance of the contractual relationship.

Essential regulations are in particular those concerning the type and scope of the contractually agreed services and the term, including regulations on termination. Furthermore, adjustments and additions to these General Terms and Conditions may be made if necessary to eliminate difficulties in the performance of the contract due to regulatory gaps that have occurred after the conclusion of the contract. This may be the situation in particular if the legal practice changes and one or more clauses of these General Terms and Conditions are affected. Changes shall be made exclusively under consideration of the interests of the contractual partner and examination of the reasonable nature of the changes. The contracting partner will be informed about the change and has the possibility to object to it within 6 weeks. If no objection is made, the amendment shall be considered accepted.

§3 Offers and the conclusion of contracts

Offers are subject to change and are non-binding. All dimensions, drawings or illustrations etc. are non-binding. We reserve the express right to make technical changes. Orders require the written confirmation of PerFact, a contract is therefore only concluded with the written confirmation from us or with the start of the execution of an order by us, we reserve the right to confirm the conclusion of a contract by means of an invoice. In the event of breach of the contract for reasons for which the customer is responsible, an appropriate contractual penalty shall be due. The amount of the contractual penalty is determined by the user, through application of the “new Hamburg convention” and may be subject to judicial review by the customer.

§4 Risk transfer

The place of performance is Herford. All rights and obligations with regard to supplied hardware and software components shall be between the supplier and the customer.

§5 Warrenty

There is no warranty for products purchased in the name of, with the authority of, or on behalf of the customer. PerFact only provides an advisory service for the investments. PerFact may make purchases from third parties on behalf of the client with the client’s express authority, process services with third parties and claim warranty claims on behalf of the client. All rights and obligations are between the buyer (= customer) and seller (= supplier), PerFact only provides the service as an intermediate.

§6 Liability limitation

Claims for damages resulting from breaches of contract, from negligence in the conclusion of the contract and from illegal actions are excluded, unless the damage was caused intentionally or by wilful misconduct. Liability for damage caused by the use of hardware and software supplied or installed by PerFact shall be limited in amount to the reimbursement of the price paid, unless intentional or grossly negligent action is involved. The legal liability for damage to “life, body and health” shall remain unaffected. PerFact is not liable for consequential damages (including, without limitation, damages for loss of profits, business interruption, loss of business data or information, or other financial loss) arising out of the use of the installed hardware and software, even if PerFact has been advised of the possibility of such damages. Claims for damages and warranty claims are not transferable to third parties.

§7 Scope of services

The scope of the services to be provided by us shall be determined exclusively by the verbal or written confirmation of the order. Unless otherwise agreed in writing, the installation, configuration of components other than those agreed as well as the training and the familiarisation of the customer or his operators with these are not part of the scope of services and will be charged separately.

PerFact shall not be responsible for delays in delivery and disruptions in performance due to events of acts of God. Acts of God include, in particular, strikes, lawful internal industrial action, war, riots, natural forces, fire, sabotage attacks by third parties or the loss of approvals through no fault of our own. PerFact will inform the customer of the occurrence of circumstances of higher power. If we are committed to installing software, it is your responsibility to ensure that the necessary requirements for hardware and the other environment, in particular the connection to the computer network including all cabling, are met prior to installation. The client is responsible for the correctness of the installation under licensing law. If we are required to commission hardware, the client must ensure a suitable hardware and software environment. The installation of suitable computer workstations, in particular compliance with health and safety regulations, is neither owed nor checked by us, but is the responsibility of the customer. During test operations and during installation, you are required to ensure the presence of competent and trained personnel and to stop other work with the computer equipment if necessary. Backing up all your data is your responsibility.

§8 Prices and payment

The prices are in principle the prices stated in the order confirmation, unless otherwise agreed, plus the value added tax valid at the time of invoicing. Unless otherwise agreed, invoices from us are payable immediately after invoicing without discount. PerFact is not obliged to accept cheques and bills of exchange. They are only accepted as conditional payment and can be returned at any time. A payment shall only be considered to have been made when the amount of the claim has been credited to our bank account or the amount has been paid in cash. If the customer does not meet his payment obligations, stops his payments or a cheque issued by him is not cashed by the bank, we are entitled to withdraw from this and all other contracts and obligations, subject to the legal provisions. All partial payments still due shall become due immediately. We are then entitled to demand cash against return of any cheques and bills of exchange still in circulation. From the moment of delay, we are entitled to charge interest on overdue payments in the amount of 8 % above the current discount rate of the Deutsche Bundesbank, unless we can prove higher damages caused by the delay.  This default interest shall be calculated for each month or part of a given month in which the contract is fulfilled by the provision or performance of the requested advisory, installation or configuration services of the relevant services. The customer may only offset with counterclaims if these are undisputed or have been legally established. The customer may only enforce a right of retention due to a counterclaim if our payment claim and the customer’s counterclaim are based on the same contractual relationship. We are entitled to assign our claims.

PerFact retains ownership of delivered goods until all claims to which PerFact is entitled against the customer now or in connection with the delivered goods in the future have been settled.

§9 Prohibition of Assignment

The customer is not entitled to assign his claims resulting from a contract to third parties unless we have expressly agreed to such assignment.

§10 Applicable law, place of jurisdiction, partial invalidity

German law shall apply to the entire legal relationship between the customer and PerFact. The exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is Herford. Should any provision in these terms and conditions or provisions in supplementary agreements be or become invalid, this shall not affect the validity of the remaining provisions. The legal provisions shall be regarded as replacing the invalid provision.

04.2021

Responsible body

PerFact Innovation GmbH & Co. KG
Dr. Robert Rae
Eupener Straße 32
32051 Herford

Germany

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