§ 1 Scope

• Deliveries and services provided by visuSolution GmbH (hereinafter referred to as “vS”) shall be exclusively governed by these General Terms and Conditions.
• These general terms and conditions are valid for companies and consumers.
• Within the meaning of these Terms and Conditions: An entrepreneur is a natural or legal person or a legally capable partnership who enters into a business relationship with vS in the exercise of their commercial or independent professional activity. A consumer is a natural person who enters into a business relationship with vS for purposes that cannot be attributed to their commercial or independent professional activity.
• We only accept conditions of the customer which contradict or deviate from our terms and conditions if we expressly agree to their validity in writing.

 

§ 2 Offer and conclusion of contract

• If an order is to be regarded as an offer in accordance with Section 145 of the German Civil Code (BGB), we can accept it within two weeks.
• The contract language is German. The contract text will not be stored by vS. The customer is responsible for saving or printing the contract text before submitting the order.

 

§ 3 Products / Software

1. Our products are subject to technical progress. Technical changes and changes in form, color and unit of weight remain reserved within reasonable limits and customary commercial practice.
2. The customer acknowledges that the corresponding software is complex and not completely free of errors. We do not assume any guarantee for the freedom from errors of the software. The customer is entitled to use the software in the acquired number of authorizations.
3. vS expressly and as a precaution points out that agreements on characteristics according to the issued product descriptions take precedence over the objective requirements.
4. All programs remain the property of the seller. The customer is granted a simple, non-transferable right of use to the software, limited in time to the duration of the contract and to the contractually agreed scope. Programs, documentations and subsequent additions may not be made accessible to third parties without the prior written consent of the seller and – also for own purposes, subject to the creation of a backup copy – may neither be copied, reproduced nor otherwise duplicated in whole or in part. Modification, decompilation, reverse engineering, rental or other alteration of the software is not permitted unless mandatory statutory provisions, in particular Sections 69d and 69e UrhG, provide otherwise.
5. In the case of digital products, vS owes the provision of legally required security and functional updates for the period prescribed by law.If the customer fails to install provided updates, liability for resulting defects shall cease, provided that vS has properly informed the customer about the obligation to update. 

 

§ 4 Prices and Terms of Payment

1. Only the prices stated in the order confirmation from vS are authoritative. Additional services will be charged separately.
2. All prices are net prices excluding value added tax, which the customer must pay in addition at the applicable statutory rate.
3. Unless expressly agreed otherwise, vS prices apply ex works. Packaging and freight costs will be charged separately.
4. Unless a fixed price has been agreed, we reserve the right to make reasonable price changes due to changes in wage, material and distribution costs for deliveries made 3 months or more after conclusion of the contract.
5. Unless otherwise agreed, payments must be made within 14 days from the invoice date. Timely payment is determined by receipt of the money.
6. From the date of default in payment – if the customer is a merchant, from the due date – vS is entitled to charge default interest at a rate of 8 (for consumers 5) percentage points above the base rate p.a., without prejudice to the possibility of claiming higher actual damages.
7. The customer shall only be entitled to offset claims if their counterclaims have been legally established or are undisputed. The customer shall only be entitled to exercise a right of retention insofar as their counterclaim is based on the same contractual relationship.
8. Payment of the purchase price must be made exclusively to the account specified on the reverse side.

 

§ 5 Delivery

1. Delivery dates and deadlines require written agreement to be effective and are non-binding unless expressly agreed otherwise. All delivery dates are subject to correct and timely supply by our own suppliers.

2. Unless expressly instructed otherwise by the customer, vS shall be entitled to determine the method of shipment, the shipping company, and the shipping route at its reasonable discretion. In the case of an initial purchase, the customer shall bear the shipping and packaging costs unless expressly agreed otherwise. Delivery of goods not suitable for parcel shipment shall be made curbside.

3. If the customer is in default of acceptance or culpably breaches other duties to cooperate, vS shall be entitled to claim compensation for the damage incurred, including any additional expenses. Further claims remain reserved. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased goods shall pass to the customer at the time the customer enters into default of acceptance or debtor’s delay.

4. vS shall be entitled to make partial deliveries and render partial services, provided these are reasonable for the customer.

5. If the goods are shipped to the customer at the customer’s request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch to the customer, at the latest upon leaving the factory/warehouse. This shall apply regardless of whether the goods are shipped from the place of performance or who bears the freight costs.

 

§ 6 Damages in transit

If goods are delivered with obvious damage to the packaging or contents, the customer shall notify vS immediately upon receipt at Tel.: +49 (0)39361 967 17, without prejudice to warranty rights, so that vS may assert claims for transport damage against the commissioned logistics company. If the customer is a merchant and the contract forms part of the operation of the merchant’s commercial business, Section 377 HGB shall apply.

 

§ 7 Retention of title

1. The purchased item shall remain the property of vS until full payment of all claims arising from the delivery contract has been received. This shall also apply to all future deliveries, even if vS does not expressly refer to this provision. vS shall be entitled to reclaim the purchased goods if the customer acts in breach of contract.
2. Prior to transfer of ownership, pledging, transfer by way of security, processing or alteration shall not be permitted without the express consent of vS.
3. Until ownership has passed to the customer, the customer shall treat the purchased goods with due care and shall, in particular, insure them at replacement value against theft, fire, and water damage at its own expense.
4. The customer is entitled to resell the goods subject to retention of title in the ordinary course of business. The customer hereby assigns to us, already at this time, the claims arising from the resale of the goods subject to retention of title in the amount of the final invoice amount agreed with us (including value added tax). This assignment applies regardless of whether the purchased goods have been resold without or after processing. The customer remains authorized to collect the claim even after the assignment. Our right to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the customer meets its payment obligations from the proceeds received, is not in default of payment, and, in particular, no application for the opening of insolvency proceedings has been filed and no suspension of payments has occurred.

 

§ 8 Warranty

1. There is a statutory liability for defects for delivered goods. The warranty is based on the statutory provisions and the following regulations.
2. In the case of entrepreneurs, claims become time-barred one year after delivery; rights of recourse pursuant to Section 478 BGB remain unaffected.
3. If the customer acts as an entrepreneur, the following applies: claims based on defects of the goods become time-barred one year after receipt of the goods; the statutory limitation period for rights of recourse remains unaffected. The limitation period does not recommence if a replacement delivery is made within the scope of liability for defects. Furthermore, in the case of used goods, rights and claims based on defects are excluded.
4. The limitations of liability and shortened periods specified in clause 2 do not apply

   (a) to claims for damages and reimbursement of expenses by the customer,

   (b) in the event that the seller has fraudulently concealed the defect,

   (c) to goods that have been used for a building in accordance with their normal use and have caused its defectiveness,

   (d) to any obligation on the part of the seller to provide updates for digital products in the case of contracts for the delivery of goods with digital elements.

5. Damage resulting from improper or non-contractual measures by the customer during installation, use, connection, operation, or storage does not give rise to any claim against vS.

6. Before returning defective goods, the customer must, at its own expense and risk, fully secure and delete any data stored on the goods.

 

§ 9 Repair

In the event that an existing fault or defect must be repaired, we refer you to our separately listed repair and service conditions.

 

§ 10 Data protection

Information about the type, scope, location, and purpose of the collection, processing, and use of personal data necessary for the execution of orders is provided in our separate privacy policy.

 

§ 11 Right of revocation

Consumers have the right to withdraw from this contract within fourteen days without giving any reason. The withdrawal period is fourteen days from the date of conclusion of the contract.

To exercise your right of withdrawal, you must inform us (visuSolution GmbH, Lüderitzer Weg 6 in 39517 Tangerhütte, email: hotline@visusolution.com) of your decision by means of a clear statement (e.g. by email).

We will refund all payments immediately, at the latest within 14 days of receiving the cancellation.

 

§ 12 Liability

1. vS shall be liable in accordance with the statutory provisions for damages incurred by the customer

   (a) that were caused by vS or its vicarious agents or assistants through intent or gross negligence,

   (b) that are the result of the absence of a guaranteed quality of the service,

   (c) are based on a culpable breach of essential contractual obligations (see paragraph 2),

   (d) are the result of a culpable injury to health, body, or life, or

   (e) for which liability is provided for under the Product Liability Act.

   In the event of a merely slightly negligent breach of an essential contractual obligation (see paragraph 2), however, vS’s liability shall be limited to such damages as must typically and foreseeably be expected to occur in the course of providing the agreed services. This limitation does not apply if the damage is the result of an injury to health, body, or life or the result of the absence of a guaranteed quality of the service.

2. Essential contractual obligations are those contractual obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the customer may regularly rely, and whose breach, on the other hand, would jeopardize the achievement of the purpose of the contract.
3. Otherwise, the liability of vS and its vicarious agents and assistants is excluded regardless of the legal basis.

4. In the event of data loss for which vS is responsible, vS shall only be liable for damages that would have occurred despite regular data backups appropriate to the type of data, the risk of loss, and the potential consequences of data loss.

5. visuSolution GmbH does not guarantee the functionality of the visuReal® program if individual software updates are omitted.

6. vS GmbH is not liable for the loss of data during the transfer of updates, during modifications or repairs of technical requirements by third parties.

7. The European Commission provides a platform for online dispute resolution (ODR).

   vS is neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration board.

 

§ 13 Place of performance and jurisdiction

1. Place of performance and exclusive place of jurisdiction for all disputes arising from this contract shall be our place of business, unless otherwise stated in the order confirmation.
2. German law shall apply exclusively to the exclusion of the UN Convention on Contracts for the International Sale of Goods, also in cross-border delivery traffic. If the customer is a consumer, the mandatory consumer protection provisions which apply in the country in which the customer has his habitual residence shall also apply if they offer the customer further protection.

 

§ 14 Severability clause

If individual provisions of these Terms and Conditions are or become invalid or contain a gap, the remaining provisions remain unaffected. The parties undertake to replace the invalid provision with a legally permissible provision that comes closest to the economic purpose of the invalid provision or to fill the gap accordingly.