General Terms and Conditions (GTC)
1. scope of application
These General Terms and Conditions (GTC) apply to all orders placed with us. With the order the customer recognizes these AGB. Other general terms and conditions shall not become part of the contract even if they are not expressly contradicted. Special agreements and ancillary agreements shall only become valid after written confirmation by ONTARIS GmbH & Co. KG.
If these General Terms and Conditions are or become partially invalid, the validity of the remaining provisions shall not be affected. If an invalid provision relates to an ongoing contractual relationship, the parties shall replace the invalid provision with a valid provision that comes as close as possible to the intended economic success and purpose of the contract.
These general terms and conditions are supplemented by the following terms and conditions for seminars and consulting.
2. offers, prices, services
Our offers are without engagement. Our prices are ex warehouse. The calculation is made in EUR and is to be paid in EUR.
Telephone information is non-binding.
Unless otherwise stated in the order confirmation or the information on the order page designated as binding, the prices of ONTARIS GmbH & Co. KG shall apply ex location, excluding packaging and shipping costs, which shall be invoiced separately.
The legal value added tax is included for in the indicated prices, if this was not expressly differently mentioned (e.g. dealer price list or individual offers). Value added tax shall be shown separately in the invoice at the statutory rate on the date of invoicing. The deduction of discounts or rebates is not permitted without a separate agreement.
Unless otherwise stated in the order confirmation, the invoice amount is payable immediately without deduction upon receipt of the invoice. If the customer is in default of payment, ONTARIS GmbH & Co. KG shall be entitled to demand default interest in the amount of 6% above the respective base interest rate of the European Central Bank according to § 247 BG. If ONTARIS GmbH & Co. KG can prove a higher damage, ONTARIS GmbH & Co. KG is entitled to assert this.
Offers shall only be binding if this is stated in writing in the offer or if the binding nature of a price quotation or other information is expressly stated on the electronic order page. A contractual relationship shall only come into existence upon the sending of a written or electronic order confirmation and with the content reproduced therein.
The customer shall only be entitled to set-off rights if his counterclaims have been legally established or have been recognized by ONTARIS GmbH & Co. KG.
For the production of goods according to customer specifications, the customer undertakes to cooperate. The specifications to be fulfilled are defined in a requirement specification. The customer is obligated to provide test data in sufficient quantity, to immediately check results or partial results submitted to him for errors and to notify ONTARIS GmbH & Co. KG of such errors and to be available for any required information. For work that ONTARIS GmbH & Co. KG must repeat or additionally perform due to changes, incorrect or corrected information from the customer, the customer shall bear the additional expense. If changes and/or extensions are subsequently made at the customer’s request, these shall not affect the customer’s obligation to accept the services already provided and the agreed payments.
The observance of agreed delivery times or obligations presupposes the timely and proper fulfilment of the customer’s obligations. Agreed delivery dates shall be deemed to have been met if the contractual product has been handed over to the carrier on the agreed delivery date, unless otherwise expressly agreed in writing.
3. right of revocation, termination, right of return
If the customer is in default of acceptance or violates other obligations to cooperate, ONTARIS GmbH & Co. KG is entitled to demand the damages incurred by ONTARIS GmbH & Co. KG, including additional expenses.
The customer shall have a right of revocation insofar as the contract based on these terms and conditions was concluded using exclusively means of distance communication. The revocation period begins with the delivery of goods on the day of their receipt by the customer, with the recurring delivery of similar goods only from the day of receipt of the first partial delivery and with services from the day of the conclusion of the contract.
The right of revocation does not apply to contracts concluded on the basis of these terms and conditions for the delivery of goods that are manufactured according to customer specifications or clearly tailored to personal needs or that are not suitable for quick return delivery due to their nature, for the delivery of audio or video recordings or software, provided that the delivered data carriers have been unsealed or damaged by the customer.
The right of withdrawal does not have to contain any reasons and must be made in text form, on a durable data medium or by returning the item within two weeks of the start of the withdrawal period. Timely dispatch shall be sufficient to meet the deadline.
If ONTARIS GmbH & Co. KG is not able to provide the services on time for reasons for which neither of the parties is responsible (e.g. force majeure) and if this is also not possible within a reasonable grace period, both parties are entitled to terminate the contract without observing further deadlines. In these cases, the customer shall retain the claim to the partial services rendered (e.g. partial delivery) up to the time the termination becomes effective, ONTARIS GmbH & Co. KG shall retain its pro rata claim to remuneration.
If the customer commits a breach of contract to such an extent that it is unreasonable for ONTARIS GmbH & Co. KG to continue the contract or license agreement, ONTARIS GmbH & Co. KG shall have the right, without prejudice to any other claims, to terminate the contract or license agreement without notice by written notice to the customer, without ONTARIS GmbH & Co. KG having to observe any other notice period. This includes in particular if the customer:
has committed a remediable breach of its obligation under this contract and within 30 days after the customer has received a notice from ONTARIS GmbH & Co KG regarding the breach. of that infringement has not been remedied.
Committed a non-compensable breach of its obligation under this Agreement.
If the customer is a consumer, he has the right to return the goods without giving reasons within two weeks after receipt. The right of return does not apply to software if the delivered data carriers have been unsealed or damaged by the consumer. The right of return can only be exercised by returning the goods or, if the goods cannot be sent as a parcel, by requesting a return; timely dispatch (postmark counts) is sufficient to meet the deadline. The consumer shall bear the costs of the return shipment when exercising the right of return for an order value of up to EUR 50.00, unless the delivered goods do not correspond to the ordered goods. With an order value over EUR 50.00 the consumer does not have to bear the costs of the return. The consumer has to pay compensation for any deterioration caused by the intended use of the goods. The consumer may examine the goods with care and caution. The consumer has to bear the loss of value which results from the use going beyond the pure examination so that the goods can no longer be sold as “new”. The return shipment or the request for return must be sent to: ONTARIS GmbH & Co. KG, Viehhofstraße 125, 42117 Wuppertal.
4. use of the software
The software acquired on the basis of these conditions, including all components, is the property of ONTARIS GmbH & Co. KG. The software is protected by national and international copyrights and other industrial property rights.
The license terms determine the scope of use of this software. Further licence conditions require written confirmation from ONTARIS GmbH & Co. KG. ONTARIS GmbH & Co. KG expressly advises the customer to read the license terms carefully.
With the installation of the software the license terms are accepted by the customer. The customer is obliged to accept the license terms before installation.
5 Shipping, transfer of risk, acceptance
We charge a shipping fee according to the offer. The dispatch takes place after our choice by post office or parcel service.
Unless otherwise stated in the order processing, delivery ex works is agreed.
Transport and packaging materials will not be taken back. The customer is obliged to dispose of the packaging at his own expense.
If requested by the customer and confirmed by ONTARIS GmbH & Co. KG, ONTARIS GmbH & Co. KG shall insure the delivery of goods by means of transport insurance, the costs incurred shall be borne by the customer.
The customer has to check the goods immediately after receipt for completeness and conformity according to the invoice. If a complaint is not made within a period of 8 days after receipt of the delivery, acceptance shall be deemed to have taken place.
Insignificant defects which do not impair the functionality of the delivery item do not entitle the customer to refuse acceptance.
The risk shall pass to the customer upon handover of the contractual product to the carrier, its agents or other persons named by ONTARIS GmbH & Co. KG, at the latest, however, upon immediate handover of the contractual product to the customer or its agents. If the shipment is delayed or becomes impossible through no fault of ONTARIS GmbH & Co. KG, the risk shall pass to the customer upon notification of readiness for shipment. These provisions shall also apply to returns following the rectification of defects.
6. retention of title
The goods remain the property of ONTARIS GmbH & Co. KG until payment has been made in full.
In the event of breach of contract by the customer, in particular in the event of default of payment, ONTARIS GmbH & Co. KG shall be entitled to take back the subject matter of the contract and to retain parts of the subject matter of the contract that have not yet been delivered. The taking back of the subject matter of the contract by ONTARIS GmbH & Co. KG does not constitute a withdrawal from the contract, unless ONTARIS GmbH & Co. KG has expressly declared this in writing. The seizure of the subject matter of the contract by ONTARIS GmbH & Co. KG always constitutes a withdrawal from the contract. ONTARIS GmbH & Co. KG shall be entitled to dispose of the subject matter of the contract after taking it back, the proceeds of the disposal shall be credited against the liabilities of the customer, less the actual costs of disposal.
The customer is obligated to notify ONTARIS GmbH & Co. KG immediately in the event of seizures or other interventions by third parties so that ONTARIS GmbH & Co. KG can file a lawsuit in accordance with §771 ZPO. If the third party is not in a position to reimburse ONTARIS GmbH & Co. KG for the court and out-of-court costs of a successful claim in accordance with §771 ZPO, the customer shall be liable for the damage incurred by ONTARIS GmbH & Co. KG.
If the customer is not a consumer, the goods shall remain the property of ONTARIS GmbH & Co. KG until full payment of all claims, including future claims, arising from the business relationship with the customer.
The contract products are manufactured with due care. However, the parties agree that it is not possible, given the state of the art, to exclude errors in software under all conditions of use. Reproducible (documented) program errors, but not errors caused by incorrect operation or use of the equipment or the programs, shall be corrected by ONTARIS GmbH & Co. KG free of charge within 6 months after acceptance by the customer.
The customer shall have the right to rescind the contract or reduce the purchase price if ONTARIS GmbH & Co. KG is not in a position to remedy the defect complained of or to bring about the warranted quality despite repeated attempts, for which it must be granted reasonable time and opportunity. Further claims are excluded.
The user is obligated to immediately notify ONTARIS GmbH & Co. KG in writing of program errors and their recognized causes during and also after the warranty period and to support ONTARIS GmbH & Co. KG in the elimination of errors.
The warranty obligation for software services exclusively covers the functionality of the delivered programs, but not the successful application or the degree of effectiveness in the user’s operation.
The warranty claim presupposes that the customer is not in default of payment of the license fee or other obligations.
ONTARIS GmbH & Co. KG shall not be liable for damages for material defects, consequential damages for defects, loss of data, consequential damages from loss of data, loss of profit or for advice to the customer, unless ONTARIS GmbH & Co. KG is responsible for intent or gross negligence. Force majeure shall release ONTARIS GmbH & Co. KG from the performance of the order. ONTARIS GmbH & Co. KG shall not be liable for any damage resulting from this.
ONTARIS GmbH & Co. KG does not guarantee that delivered data media are free of viruses and is not liable for any resulting damage. Data backup is the sole responsibility of the customer.
Insofar as the liability of ONTARIS GmbH & Co. KG is excluded or limited, this also applies to the personal liability of the employees, staff and vicarious agents of ONTARIS GmbH & Co. KG.
9 Jurisdiction and place of performance
Exclusive place of jurisdiction and place of performance is, as far as legally permissible, Wuppertal. The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
Should individual provisions of these General Terms and Conditions be invalid, this shall not affect the validity of the remainder of the contract.
Terms and Conditions Seminars and Consulting
Each seminar registration will be confirmed to the company or participant in writing immediately and is only then binding.
2. cancellations and rebookings of seminars
Cancellations or rebookings must be made in text form no later than 15 working days before the start of the seminar. Up to 5 working days before the start of the seminar we charge an administration fee of 50% of the seminar fee for company training courses and 75% of the seminar fee for open courses. 4 working days and later before the start of the seminar, we charge 75% of the seminar fee for company training courses and the full seminar fee for open courses. Of course, substitutes are allowed. ONTARIS GmbH & Co. KG expressly reserves the right to claim higher costs.
The seminar or consulting fees are due upon invoicing and are to be paid without deductions.
For open courses and company training (unless otherwise agreed) on the premises of ONTARIS are included in the seminar fees:
The hardware and software required for the training will be provided for the duration of the training.
The contents stated in the seminar description are taught by qualified instructors, if applicable. taught by appropriately authorized trainers.
The training documents provided become the property of the participant after the event.
Each participant will receive a certificate of attendance.
Drinks and biscuits during the morning and afternoon breaks
For company training courses on the customer’s premises, the customer shall provide the necessary hardware or software for the duration of the training course, unless otherwise agreed.
For any service provided by ONTARIS GmbH & Co. KG, the customer retains full overall direction, supervision and responsibility for the activity in which he is assisted by ONTARIS GmbH & Co. KG personnel. ONTARIS GmbH & Co. KG accepts no liability for advice given or damage caused by its legal representatives, vicarious agents or employees, except in cases of intent or gross negligence. In case of cancellation of a seminar due to illness of the trainer, insufficient number of participants, as well as due to other reasons for which ONTARIS GmbH & Co. KG is not responsible or due to force majeure, there shall be no claim for the seminar to be held. In these cases, ONTARIS GmbH & Co. KG cannot be obligated to compensate for travel and hotel expenses or loss of work. In addition, ONTARIS GmbH & Co. KG will schedule an alternative date in these cases. The customer is free to accept this date or to withdraw from the contract. ONTARIS GmbH & Co. KG assumes no liability for advice given by its legal representatives, vicarious agents or employees.
We reserve all rights, including those of translation, reprinting and reproduction of the training documents or parts thereof, unless otherwise stated. No part of the training documents may be processed, duplicated, distributed or used for public reproduction in any form (photocopy, microfilm or other processes), not even for the purpose of your own teaching, in particular using electronic systems, without the written permission of ONTARIS GmbH & Co. KG or the corresponding manufacturer. The software provided during the training may not be removed, copied in whole or in part, modified or deleted. We reserve the right to claim damages in the event of infringements.
7. data protection
If a customer falls under the personal protection area of the Federal Data Protection Act, he agrees to the processing of his data for internal purposes. In accordance with the Federal Data Protection Act, only personal data necessary for the performance of the contract shall be processed.
8. place of jurisdiction
The place of jurisdiction for all disputes arising from or in connection with an order placed with ONTARIS GmbH & Co. KG is Wuppertal.
9. written form
All changes, additions and cancellations of the general terms and conditions must be made in writing in order to be valid.
10. final provisions
Should any of the aforementioned provisions be or become invalid, this shall not affect the legal validity of the remaining provisions. The invalid provision shall be replaced by a valid provision which, as far as possible, comes as close as possible to the intended objective. Our General Terms and Conditions of Business shall apply in addition.