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General Terms and Conditions

General Terms and Conditions

General Terms and Conditions
for EDI operation

General Terms and Conditions

Last update: 01.12.2013

§ 1 Scope of application

  1. These general terms and conditions apply between Free Mind IT GmbH, hereinafter referred to as „Seller“, and
    1. Entrepreneurs, within the meaning of § 14 BGB, legal persons of public law or public special funds within the meaning of § 310 Paragraph 1 BGB or a natural person acting as representative for one of the aforementioned institutions, hereinafter also collectively referred to as „entrepreneurs“ .
    2. Consumers, within the meaning of § 13 BGB, which are hereinafter referred to as „consumers“.
  2. Entrepreneurs and consumers are also summarized as „customer“ or „customer“, as well as the customer and seller are referred to as „contract partner“.
  3. „Goods“ within the meaning of this contract are all objects, including software, which are left to the purchaser in accordance with the contract, even if they are incorporeal, e.g. By electronic data transmission. For the purposes of the Treaty, „supplies“ means the supply of the goods and their equivalent value as well as the provision of services, e.g. Advice or training.
  4. Contrary to the conditions of the entrepreneur deviating from the own business conditions, the seller only recognizes if the seller expressly agrees to the validity in writing. The Seller's terms and conditions shall also apply if the Seller, in the knowledge of contrary terms or conditions of the Customer deviating from the conditions of the Seller, perform the delivery to him unconditionally.
  5. These terms and conditions also apply to all future business transactions with the customer in the case of legal transactions of a related nature.
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§ 2 Object of the contract

  1. The subject matter of the respective order as well as the scope of services to be rendered result from the order confirmation of the seller.
  2. The performance and scope of delivery of hardware and software results from the manufacturer's product description valid at the time of conclusion of the contract. All of the above arrangements, e.g. Via networking, integration and running times etc. are dependent on the customer situation and expressly agreed in writing. This also applies in the same way to individual customer-specific adjustments to programs or operating conditions.
  3. The delivery of hardware and software always takes place to the exclusion of installation, configuration and integration of these. The advice, training and training of the customer as well as the provision of additional materials which are not provided by the manufacturer of the hardware and software are excluded.
  4. Unless a training of the customer and the preparation of a contract have not been expressly agreed in writing, the seller is not obliged to do so.
  5. A faulty program documentation or an instruction manual is provided in machine-readable form, possibly as part of the software, unless otherwise agreed in writing.
  6. The performance of the services may be provided by the seller by subcontractors.
  7. The contracting parties shall immediately confirm in writing, in writing, in writing, in order to be valid.
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§ 3 Offer, conclusion of contract, provided documents

  1. The offers of the seller are free and non-binding.
  2. An order which can be viewed as an offer according to § 145 BGB can be accepted by the seller within two weeks.
  3. A signed order or an offer according to § 145 BGB can be accepted within this period by sending an order confirmation or the delivery of the ordered service.
  4. Electronic incoming orders can be confirmed by the seller, an acknowledgment of receipt did not constitute an order acceptance.
  5. The seller reserves the right to property and copyrights in all documents, such as calculations, drawings, etc., which are left to the purchaser in connection with the order. These documents may not be made accessible to third parties, unless the seller gives the customer explicit express written consent. If the seller does not accept the offer of the purchaser within the aforementioned deadline, these documents (including all copies and copies) must be returned to the seller without delay, or destroyed by agreement with the seller. This applies in particular to documents which are described as „confidential“. The Seller is entitled at all times to request documents if the secrecy is not ensured.
  6. The purchaser is obliged to carefully examine the offer of the seller for correctness and expediency. This applies in particular to project offers in which the Seller has made such assumptions as the seller has based on his calculations and performance descriptions. If the assumed assumptions are not met, the Purchaser shall notify the Seller thereof in order to correct the Offer accordingly.
  7. The seller is entitled to subcontract.
  8. The seller is entitled to withdraw from the contract within a period of two weeks if the delivery is not sufficient.
  9. Intermediate services (including cost estimates) provided in the context of an offer at the customer's request may be invoiced to the customer by the seller, even if this does not result in a contract unless the customer was specifically informed of this prior to the implementation of this service.
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§ 4 Prices and payment

  1. Unless otherwise agreed in writing, the Seller's prices ex works shall include the costs of packaging, green point, customs, insurance, installation, integration and training and instruction.
  2. The stated prices are in EURO and are understood, unless otherwise stated,
    1. for entrepreneurs net, plus VAT at the respective valid rate.
    2. for consumers gross, including VAT.
  3. Unless otherwise agreed in writing, the costs of packaging and shipping will be invoiced separately.
  4. Payment of the purchase price must be made exclusively on the account printed on the invoice. The deduction of cash discount is only permitted with a written special agreement.
  5. The payment is deemed to have taken place if the seller can dispose of the amount unconditionally. Payment by bills of exchange and check is excluded.
  6. Unless otherwise agreed, the purchase price is to be paid for consumers within 3 days and for entrepreneurs within 10 days after delivery.
  7. According to the agreed payment goal, the Purchaser shall be in default without further warning from the Seller.
  8. Interest on arrears will be charged to consumers in the amount of 5% and for entrepreneurs in the amount of 8% above the respective base rate p.a. calculated. The seller charges a fee of 15.00 EUR net for each reminder. The assertion of a higher damage caused by default remains reserved. The consumer has the possibility, if a higher arrears is claimed, to prove to the seller that the alleged damage caused by default is not at all or at least substantially lower amount.
  9. If the customer is in default with his payment obligation, the seller is entitled to terminate the services until all claims against the customer, whether arising from current or previous contract conditions, have been compensated by the customer or have been adequately secured.
  10. For entrepreneurs, unless a fixed price agreement has been made, reasonable price changes remain due to changes in wage, material and distribution costs for deliveries made 3 months or later after conclusion of the contract.
  11. Travel expenses, expenses, additional costs, etc. are to be remunerated separately and are reported separately.
  12. The charges for current and recurring services of the vendor shall be billed annually in advance and shall be due immediately, unless otherwise agreed in writing.
  13. The seller is entitled to demand a reasonable advance payment after the conclusion of the contract, which the seller first agrees with the customer.
  14. The seller is entitled to invoice partial services.
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§ 5 Set-off and retention rights

  1. The customer is entitled to the set-off only if his counterclaims are legally established or undisputed.
  2. In addition, the consumer is entitled to set-off against the claims of the vendor if he asserts complaints or counterclaims from the same purchase contract.
  3. The purchaser is only entitled to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.
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§ 6 Delivery time

  1. Since the vendor purchases hardware and standard software from his own supplier, the delivery obligation is subject to timely and correct self-delivery.
  2. Unless an explicitly binding delivery date has been agreed, the delivery dates or delivery periods of the Seller shall be exclusively non-binding information.
  3. Partial deliveries are permitted insofar as this is reasonable for the purchaser and is not expressly agreed otherwise in writing. A partial service is considered an independent service.
  4. The start of the delivery time indicated by the seller presupposes the timely and proper fulfillment of the obligations of the customer. The exception of the unfulfilled contract remains reserved.
  5. The consumer is entitled to deliver the seller within two weeks after a non-binding delivery date / delivery period has been delivered within a reasonable period. If the Seller fails to meet an explicit delivery date / delivery period, or if the seller is in default for a different reason, the consumer must give the seller a reasonable period of grace to effect the service. If the seller leaves the deadline unsuccessful, the consumer is entitled to withdraw from the purchase contract.
  6. If the buyer is in default of acceptance or if he culpably violates any other cooperation obligations, the seller is entitled to demand compensation for the damage incurred, including any extra costs. We reserve the right to make further claims. On the other hand, the consumer reserves the right to prove that a loss of the requested amount has not occurred at all or at least substantially lower. The risk of an accidental loss or accidental deterioration of the purchased goods shall be transferred to the customer at the time when the customer is in default of acceptance or default.
  7. The Seller shall be liable to the Contractor for delays of 3% of the delivery value, but not more than 15% of the delivery value, in the event of a delay in delivery caused by the Seller intentionally or through gross negligence.
  8. Force majeure, labor disputes, unrest, official measures, absence of deliveries from suppliers of the seller and other unpredictable, unavoidable and serious events release the contractual partners from the performance obligations for the duration of the disturbance and to the extent of their effect. The contractual partners are obligated to promptly provide the required information within the framework of the reasonable and to adapt their obligations in good faith to the changed circumstances.
  9. Further legal claims and rights of the customer due to a delay in delivery shall remain unaffected.
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§ 7 Transfer of risk on dispatch

  1. If the goods are dispatched to the latter at the request of the entrepreneur, the risk of accidental loss or accidental deterioration of the goods shall be transferred to the contractor upon dispatch to the contractor, at the latest upon leaving the factory / warehouse. This applies irrespective of whether the goods are dispatched from the place of performance or who bears the freight costs.
  2. At the request and expense of the entrepreneur, the seller insures the consignment against theft, transport, fire, water and other damages.
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§ 8 Right of withdrawal for remote sales contracts

  1. Consumers may revoke their contractual declaration in text form (eg letter, fax, e-mail) within two weeks without giving reasons or by returning the goods to the consumer before the deadline. The period begins upon receipt of this instruction in text form, but not before receipt of the goods at the consignee (in the case of the delivery of similar goods not before receipt of the first partial delivery) and also not before fulfillment of the information requirements of the seller in accordance with § 312c para 2 BGB in connection with § 1, 2 and 4 BGB InfoV as well as the obligations pursuant to § 312e para. 1 sentence 1 BGB in conjunction with § 3 BGB-InfoV. The timely dispatch of the revocation or of the goods is sufficient to ensure the revocation period. The revocation must be sent to:

    Free Mind IT GmbH
    Schlaaweg 1
    D-59581 Warstein
    Fax: 02925-777876-9
    e-Mail: info@freemind-it.de

  2. In the event of an effective revocation, the services received at the same time must be returned and any benefits (eg interest) drawn. If the consumer is not able to recover the received performance in whole or in part or only in a deteriorated state, the consumer has to provide the seller with the necessary value. This does not apply to the transfer of goods if the deterioration of the goods is exclusively due to their examination - as would have been possible for the consumer, for example, in the shop business. Moreover, the consumer can avoid the duty to pay a rate of deterioration caused by the intended use of the goods, by not using the goods as property and by ousting anything which adversely affects their value. Parcel deliverable goods are to be returned to the risk of the seller.The consumer shall bear the cost of the return if the goods supplied correspond to the ordered goods and if the price of the item to be returned does not exceed EUR 40.00 or if a higher price of the item at the time of the revocation does not include the consideration or A contractually agreed partial payment was made. Otherwise, the return for the consumer is free of charge. Goods that can not be sent by parcel are picked up by the consumer. Obligations to reimburse payments must be fulfilled within 30 days. The period begins for the consumer with the dispatch of the declaration of revocation or the thing, for the seller with their receipt.
  3. There is, in principle, no right of revocation: CDs, DVDs, CD-Roms, software, software licenses and consumables which have been unsealed by the consumer. Also for goods manufactured according to customer specifications, e.g. PC systems manufactured on customer request, a right of revocation is excluded.
    End of revocation.
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§ 9 Acceptance / refusal of acceptance

  1. After expiry of the two-week cancellation period or with entrepreneurs, a goods withdrawal will only take place if the delivery is proven to be incorrect. In the case of exchange, redemption or credit checks, the cause of which is not the fault of the Seller, settlement will only take place after written confirmation by the Seller. This also applies in the case of the pick-up from the seller to check the redemption request. The prerequisite for this is the quality of the goods and their resaleable condition. The expected reimbursement shall be based on the re-sale price to be achieved at the time of receipt, minus a cancellation / processing fee of up to 25% of the invoice amount.
  2. If an entrepreneur does not take over the goods sold, the seller is entitled to insist on acceptance or to demand up to 25% of the purchase price as a lump sum damages and expenses, unless the entrepreneur proves that a damage is not or At a lower level. In the case of exceptional damages, the seller reserves the right to assert the claim. For the duration of the default of acceptance of the entrepreneur, the seller is entitled to store the goods at the risk of the entrepreneur, at a freight forwarder or a warehouse keeper. During the duration of the default of acceptance, the entrepreneur has to pay a flat rate of 15, - Euro per month for the resulting storage costs without further proof. The lump sum compensation shall be reduced to the extent that the customer proves that expenses or damage have not been incurred. In the event of exceptionally high storage costs, the seller reserves the right to assert them.
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§ 10 Retention of title

  1. The seller reserves the right to property ownership of the goods delivered until full payment of all claims arising from the delivery contract. This also applies to all future deliveries, even if the seller does not always expressly refer to this. The seller is entitled to take back the purchased item if the customer behaves in breach of contract.
  2. The purchaser is obligated, as long as the property has not yet passed on to him, to treat the purchased item with care. In particular, he is obliged to insure them adequately at their own value against theft, fire and water damage at a new value, at a rate of EUR 500, at his own expense. If maintenance and inspection work has to be carried out, the customer has to carry it out on time at his own expense. As long as the property has not yet passed, the purchaser must immediately notify the seller in writing if the delivered goods are seized or other interferences by third parties. If the third party is not able to reimburse the seller to the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the customer is liable for the loss incurred by the seller.
  3. The entrepreneur is entitled to resell the reserved goods in normal business transactions. The entrepreneur already assigns the claims of the purchaser from the resale of the reserved goods to the seller in the amount of the final invoice amount agreed with the seller (including VAT). This assignment applies irrespective of whether the purchase item has been resold without or after processing. The entrepreneur remains empowered to collect the claim even after the assignment. The power of the seller to collect the claim itself remains unaffected. However, the Seller will not collect the claim as long as the Contractor complies with his payment obligations arising from the proceeds received, is not in default with payment, and in particular no application for the opening of insolvency proceedings is filed or payment is settled.
  4. The processing and conversion of the purchased goods by the purchaser is always carried out by name and on behalf of the seller. In this case, the contracting party's right to the purchase of the goods is continued. If the purchased item is processed together with other items not belonging to the seller, the seller acquires co-ownership of the new item in proportion to the objective value of the seller's purchased item with the other processed items at the time of processing. The same applies to the case of mixing. Insofar as the mixing takes place in such a way that the object of the purchaser is to be regarded as the main item, it is agreed that the purchaser transfers the co-owner to the seller proportionally and keeps the resulting all-ownership or co-ownership for the seller. In order to secure the Seller's claims against the Purchaser, the Customer also assigns to the Seller any claims against the Seller resulting from the combination of the reserved goods with a property against a third party; The seller accepts this assignment already.
  5. The Seller undertakes to release the collateral to the Seller at the Purchaser's request insofar as its value exceeds the claims to be secured by more than 20%.
  6. The validation of a retention of title as well as the seizure by the seller, does not constitute a withdrawal from the contract, this can be indicated separately from the seller.
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§ 11A Warranty and complaints as well as withdrawal / manufacturer regress
Scope for entrepreneurs

This paragraph applies only if the customer is an entrepreneur as defined in §1 paragraph 1.
  1. The entrepreneur's warranty rights presuppose that the latter has properly complied with his investigation and complaint obligations pursuant to § 377 HGB.
  2. Claims for defects shall become statute-barred 12 months after the delivery of the goods delivered by the seller to the purchaser of the seller.
    1. If the goods were offered as "used" and / or invoiced, the warranty is excluded, unless otherwise agreed in writing.
    2. The above provisions shall not apply insofar as the law stipulates longer deadlines in accordance with § 438 (1) No. 2 BGB (buildings and objects for buildings), § 479 Paragraph 1 BGB (recourse claim) and § 634a Paragraph 1 BGB (construction defects). Prior to the return of the goods, the Seller's consent must be obtained.
  3. Should, despite all due diligence, the delivered goods have a defect which already existed at the time of transfer of risk, the Seller will repair the goods, or provide replacement goods, subject to the timely notification of defects. The Seller shall always be given the opportunity to supplement the defect within a reasonable period. Retention claims remain unaffected by the above regulation without limitation.
  4. If the supplementary performance fails, the Contractor may - without prejudice to any claims for damages - withdraw from the contract or reduce the remuneration.
  5. Claims for defects do not exist in the case of minor deviations from the agreed upon condition, in case of insignificant impairment of usability, in case of natural wear and tear or wear and tear, as well as damage resulting from the passing of the risk due to faulty or negligent handling, excessive wear and tear, unsuitable working equipment, Due to special external influences, which are not presupposed under the contract. If improper repair work or alterations are carried out by the purchaser or third parties improperly, there are likewise no deficiencies for this and the resulting consequences.
  6. Claims of the entrepreneur because of the expenses necessary for the purpose of the supplementary performance, in particular transport, path, work and material costs, are excluded insofar as the expenses increase because the goods delivered by the seller are subsequently transferred to a place other than the entrepreneur's establishment , Unless the shipment corresponds to its intended use.
  7. Claims against the seller by the entrepreneur only exist insofar as the customer has not entered into any agreements with his customer beyond the legally compulsory claims for defects. Furthermore, Paragraph 6 shall apply mutatis mutandis to the scope of the customer's recourse against the supplier.
  8. Furthermore, the limitation of liability does not apply in cases in which, according to Product Liability Act, defects in the delivered goods are liable for personal injury or property damage to privately used items.
  9. In the case of goods (including software and documentation) which have not been produced by the Seller, the Seller shall assign all claims for defects to the contractor against the manufacturer or supplier of the Seller.
  10. An unauthorized complaint by the entrepreneur, e.g. In the absence of a defect that was deliberately or grossly negligent, the seller is entitled to reclaim the costs incurred by the contractor. In addition, a checking fee of EUR 25.00 net is charged.
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§ 11B Warranty and complaint
Scope for consumers

This paragraph applies only if the customer is a consumer as defined in §1 paragraph 1
  1. Insofar as the information contained in brochures, advertisements and other offer documents of the seller are not expressly designated by the seller as binding, the illustrations or drawings contained therein are only approximate.
  2. In so far as the delivered item does not have the consistency between the consumer and the seller, or if he is not suitable for the seller according to the contract of the seller or the use is generally suitable or he does not have the characteristics which the consumer could expect from the seller's public statements , The seller is obligated to supplementary performance. This shall not apply if the Seller is entitled to refuse the supplementary performance due to the statutory provisions.
  3. The consumer is initially free to decide whether the supplementary performance should be carried out by means of rework or replacement delivery. The seller is, however, entitled to refuse the type of supplementary performance selected by the consumer if it is only possible with disproportionate costs and the other type of supplementary performance remains without significant disadvantages for the consumer. During the supplementary performance, the consumer is not entitled to reduce the purchase price or withdraw from the contract. A subsequent improvement shall be deemed to have failed with the unsuccessful second attempt, unless the nature of the thing or the defect or the other circumstances is different. If the supplementary performance has failed or the seller has refused the supplementary performance as a whole, the purchaser may, at his discretion, demand a reduction of the purchase price (reduction) or declare the rescission of the contract.
  4. Claims for damages to the following conditions due to the defect can only be asserted by the purchaser if the supplementary performance has failed or the seller has refused the supplementary performance. The right of the customer to assert further claims for damages under the following conditions shall remain unaffected.
  5. The seller is liable for damages which are covered by the liability according to the Product Liability Act as well as for all damages which are based on intentional or grossly negligent infringements of contract as well as fraudulent, legal representatives of the seller or the vicarious agents of the seller. If the seller has given a quality and / or durability warranty with regard to the goods or parts thereof, the seller is also liable under this guarantee. The Seller is only liable for damage resulting from the lack of the guaranteed condition or durability, but not directly on the goods, if the risk of such damage is clearly covered by the condition and durability guarantee.
  6. The seller is also liable for damages caused by simple negligence, insofar as this negligence affects the violation of such contractual obligations, whose compliance is of particular importance for the achievement of the purpose of the contract (cardinal obligations). The seller is, however, liable only to the extent that the damages are typically connected with the contract and foreseeable. In the case of simple negligent violations of non-contractual secondary obligations, the seller is not liable. The limitations of liability contained in sentences 1 - 3 shall also apply insofar as the liability for the legal representatives, executive employees and other vicarious agents is affected.
  7. Any further liability is excluded without consideration for the legal nature of the claim asserted. If the Seller's liability is excluded or restricted, this also applies to the personal liability of the Seller's employees, employees, employees, representatives and vicarious agents.
  8. The warranty period is 2 years, calculated from the transfer of risk. If a product has been offered or sold as "used", a guarantee of one year from the passing of the risk applies. This deadline also applies to claims for compensation for defect consequences, insofar as no claims for unauthorized action are asserted.
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§ 12 General Disclaimer of Liability

  1. The liability of the seller for breaches of duty, which does not exist in a defect or caused damage beyond the defect, shall be governed by statutory provisions, unless otherwise specified in the following.
  2. With the exception of the damage caused by the injury to life, body and health, the seller is only liable for damages caused by him and / or his vicarious agents and vicarious agents in case of intentional or grossly negligent breach of duty, Content of the contract.
  3. The seller is not liable for lost profits, indirect damages, defect consequences and claims of third parties, with the exception of claims from infringement of third parties' protective rights.
  4. In the case of culpable violation of essential contractual obligations, the seller is liable - except in cases of intent or gross negligence on the part of the legal representatives or managerial employees of the seller - only for the contract-typical, reasonably foreseeable average damage. The liability of the seller due to the delivery of defective goods or incorrect delivery is limited to the purchase price of the goods complained about.
  5. If the seller's liability is excluded or limited, this also applies to the personal liability of the seller's employees, employees, employees, legal representatives and vicarious agents. The statutory provisions on the burden of proof shall remain unaffected.
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§ 13 Withdrawal in the case of asset degradation

  1. The seller may withdraw from the contract at any time and without notice, if the seller becomes aware of a payment, the opening of the bankruptcy or court settlement procedure, the rejection of the bankruptcy due to a lack of mass, bill of exchange or check or other concrete evidence of deterioration in the customer's financial circumstances . The Seller shall also be entitled to this right if such conditions had already existed for the conclusion of the contract but were not known to the Seller.
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§ 14 Decrease

  1. Where legally or contractually an acceptance is foreseen, the work shall be accepted within two weeks, if one of the contracting parties requires formal acceptance of the acceptance. This also applies to self-contained partial services.
  2. If no acceptance is required, the performance shall be deemed to have been accepted at the end of four weeks after the transfer of risk. In this case the previously notified complaints shall be regarded as a reservation of the rights of the customer in case of defects. Insignificant defects do not entitle the customer to refuse acceptance.
  3. If the deliverable hardware or standard software is also part of the service requiring acceptance, then the seller is entitled to charge the purchaser, irrespective of the acceptance of the service.
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§ 15 Export

  1. The purchaser is solely responsible for compliance with export regulations. The seller is not obliged to ship goods to places for which export restrictions apply. Otherwise, the customer will pick up the goods at the seller's place of delivery or name a substitute address.
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§ 16 Documentation and training / data backup

  1. The customer is obligated to make available to the salesperson's employees all information and documentation about the installed hardware, software, server space, etc., which they need to fulfill the contractually agreed service or work performance. If the seller does not receive this information from the customer and otherwise procures it, the costs incurred or the resulting time expenditure are charged to the customer.
  2. The customer is obliged, prior to giving the seller's employees access to his computer system, to make a complete data backup and to check whether this has been successful. Employees of the seller are not obliged to check before the start of their activity whether the customer has properly secured his data in advance. Should a data backup by the customer not be carried out and in the course of the work of the seller data of the customer are damaged or lost, the seller accepts no liability for this. The other provisions resulting from mandatory legal liability shall remain unaffected.
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§ 17 Software / licenses

  1. In the case of delivery of software, the special license and other conditions of the manufacturer apply beyond the conditions of the seller. By accepting the software, the customer expressly acknowledges their validity.
  2. If the customer has not been advised, the programs for the intended application are selected at the risk of the customer.
  3. Rights to use of software are transferred to the customer under the condition precedent of full payment of the agreed remuneration. If the Seller has previously consented to use the Software, the Seller may revoke this consent in the event of a delay in payment. Upon termination of the right of use, the customer is obliged to return the software released, including all documentation materials and copies, to delete and to prove the deletion.
  4. All rights to the work results of the seller, in particular the copyrights, the rights to inventions as well as technical protective rights, are in relation to the customer to the seller. Also as far as the work results have been created by the customer's specifications or employees. The customer has a simple right of use for his own purposes in these work results.
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§ 18 Privacy Policy

  1. Personal data of the customer are only collected, processed or used, if the customer has given his consent or the law, The Federal Data Protection Act (BDSG), the Telecommunications Service Data Protection Ordinance (TDSV), the Teledienstdatenschutzgesetz (TDDSG) or other legal provisions. The seller is entitled to process and use personal data of the customer, which are necessary to justify or modify this contractual relationship, including its content, (as a result of the TDSV or the TDDSG), as far as advertising, customer consultation or market research Is necessary for its own purposes and the customer has given its consent.
  2. The personal data collected during the ordering process or provided by the customer are stored and processed for the processing and processing of the contract. The seller uses these data only for the purpose of contract fulfillment and correspondence in the contractual relationship with the customer. An explicit consent of the customer for uses for other purposes such as advertising, market research etc. is subject to.
  3. The Seller reserves the right to disclose the collected data to third parties for the purpose of credit and credit checks for this purpose.
  4. The Seller shall protect the telecommunications secrecy within the framework of the legal provisions. The respective national law applies to the handling of the transmitted data in telecommunications systems operated by foreign network operators.
  5. In addition, personal data of the customer are always treated in compliance with the applicable provisions of the data protection law.
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§ 19 Other

  1. This contract and the entire legal relations of the contracting parties are subject to the law of the Federal Republic of Germany under exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
  2. Place of performance and exclusive court of jurisdiction and for all disputes arising from this contract is the place of business of the seller, unless otherwise stated in the order confirmation.
  3. All agreements made between the contracting parties for the purposes of the execution of this contract are set down in writing in this contract.
  4. For all agreements, the German edition or content is binding, a translation into another language will only be made available for the purpose of promoting understanding. The contract language is German.
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§ 20 Severance clause

  1. Should individual provisions of this contract be or become invalid or impracticable or contain a gap, the remaining provisions shall remain unaffected. The parties to the contract undertake to adopt such a legally permissible regulation which comes closest to the economic purpose of the invalid regulation instead of the ineffective regulation.
  2. In all other respects the statutory provisions apply according to the BGB.
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General terms and conditions for EDI operation

Last update: 01.01.2015
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§ 1 Determination, Terms and Scope

  1. Explanations of terms
    1. A partner is an entrepreneur who is connected to the operator's platform via a transport route.
    2. A customer is a partner who uses the services that are charged for this platform.
    3. The basic infrastructure (hardware and software products) is the platform to
      1. provide communication between several partners
      2. convert electronic documents into other formats
      3. monitor the running processes.
    4. EDI stands for "electronic data interchange" and refers to the exchange of electronic data in a standardized format over a transport route.
    5. Data describes the totality of a physical file that contains one or more documents.
    6. A document denotes a document for an operation (for example, purchase order, invoice, delivery note).
    7. A business process is the process of receiving, processing, if necessary converting and sending documents of a document type into a transport direction.
    8. A transport path is the logical connection of a customer. It is possible to distinguish between different connection types, for example via AS / 2, Telebox X.400 or FTP.
    9. A message is incoming or outgoing data in the context of EDI which are sent or received via a transport route.
    10. Web portal means a software running on the platform for the representation of services and functions in the field of EDI for the customer.
    11. WebEDI is a paid module on the web portal, which allows, among other things, communication with business partners.
  2. The operator is entitled to change or adapt these terms and conditions with a reasonable period of at least 4 weeks. If the customer does not object within 4 weeks of notification, these new terms and conditions are deemed to be agreed upon. A timely contradiction entitles the operator to terminate the affected services / contract at the time of entry into force with the customer.
  3. These terms and conditions apply between the operator and the customer for all services and activities within the framework of the platform. Deviating, contradictory or supplementary general terms and conditions of any kind of a customer or its communication partner shall not become part of the contract, even if the user has knowledge, unless the operator expressly consented to their validity.
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§ 2 Platform services

  1. The operator provides various revocable, free and paid services to the customer through its platform. The following forms of performance are distinguished:
    1. Standard services provided for each customer in the same sense and calculated according to the current valid price list, or
    2. Individual services that are developed and operated for each customer at their own request.
  2. The standard services include, among others
    1. The establishment, testing, operation and maintenance of transport routes to the customer and its business partners.
    2. The establishment, testing, operation and maintenance of electronic business processes for the customer, consisting of:
      1. Receiving messages from the customer or his business partner
      2. Processing, e.g. Convert to another format
      3. Sending messages to the customer or his business partner
    3. The provision and operation of the web portal and the associated services and functions.
    4. The communication with partners on behalf of the customer for the purpose of fulfilling these services.
  3. Unless otherwise agreed, the individual services are also subject to these terms and conditions.
  4. The actual scope of the service is agreed by the contract with the customer and is also subject to the currently valid service description for the standard services.
  5. The operator is entitled to have services or partial services performed by qualified third parties.
  6. The operator reserves the right to adjust, modify or revoke the scope of the services. This includes the expansion, as well as the reduction of the scope of services.
  7. The operator can extend the service at any time without notice.
  8. A change in services which entail a disadvantage for the customer will be carried out cost-neutrally during the current running time as far as alternative or new services outweigh this disadvantage.
  9. The operator shall terminate the withdrawal of services in an appropriate time, but at least 3 months in advance.
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§ 2a Service of conversion

  1. There is often the need to make a conversion when exchanging electronic messages which are to be processed automatically in the systems of the customer or partner. The conversion is determined explicitly when setting up a business process. The following provisions shall apply if a conversion has been ordered by the customer or has been established for the customer.
  2. The customer is aware that only files originally sent (a) by a partner or (b) after the conversion to a partner have a legal relevance. All other files that are generated during a conversion and are processed in another system are only internal.
  3. The original files are regularly made available to the customer for archiving. The operator is not obliged to archive these files.
  4. the conversion process, the original files are changed in their form and formatting, as well as in certain cases in their completeness. This change will be shown to the customer when setting up the business process. A change in completeness can mean that
    1. When sending messages, the operator replaces previously defined values for the customer or, by reason of the values supplied with the data, by synonyms, or else further information dependent thereon,
    2. At the receipt of messages, the operator for the customer, after consultation, filter unspecified content or replace individual values with synonyms.
  5. The operator is not obliged to react independently to changes in content. However, he / she will inform the customer about this when acquiring knowledge of a change.
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§ 2b Services of the web portal

  1. The customer is granted access to services or products which are made available via the web portal. These services are defined as "Software-as-a-Service" (SaaS).
  2. The complete range of services must be agreed individually with the customer.
  3. During the contractual term, the customer is granted access to the released services or products via the portal. This grants the customer a temporary, non-transferable, right of use, according to the valid license and usage conditions.
  4. Certain services or products require the confirmation of separate license and / or usage conditions before use.
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§ 3 Contract conclusion / Offers

  1. The offers of the operator are, unless otherwise agreed or stated, non-binding and free.
  2. The contract is concluded by the operator in writing with the written acceptance of the offer. The offer, the description of the services, as well as the EDI-GTC will be a contractual part. This does not exclude a separate contract.
  3. The sending of the signed offer to the operator by the customer by fax or by e-mail is sufficient to offer an offer.
  4. Individual services may be subject to separate terms of use or license, which must be accepted by the customer or the customer's representative before using the service. As long as the separate conditions are not accepted, the service can not be made available to the customer.
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§ 4 Involvement of the customer

  1. The services can only be provided in cooperation with the customer. The customer must
    1. Provide the operator with the data to be transmitted in a suitable manner (transport route).
    2. (Eg hardware, software, Internet access, etc.) for the connection to the platform of the operator.
    3. Which provide complete data for the business process so that the content required by the partner of the customer can be transmitted.
  2. The customer is solely responsible for the content of the data supplied. The customer is liable for the fact that data transmitted by him and his business partners to the operator with form, content and / or persecuted purpose do not violate legal prohibitions / bids, the good manners and rights of third parties.
  3. The customer is obligated to inform the operator in good time of any changes to the data in and out. An omission of the information obligation may lead to a cost-elimination of errors.
  4. The customer grants the operator and his vicarious agents a non-exclusive mandate to communicate with the customer, explicitly or partners designated by an implicit business process, in order to fulfill the agreed services, such as: establishment, operation, adjustments. This mandate does not entitle the operator to carry out any actions that lead the customer to further contractual dependencies or a financial expense if the customer or a representative of the customer does not commission the operator in writing.
  5. The operator generates security copies of the processed data within the scope of his services. The customer is himself responsible, if necessary legally obligated to secure his data and to create periodically backup copies.
  6. The access data to the operator's platform must be protected against the access of unauthorized third parties.
  7. The customer is liable to the operator for damages caused by intentional or grossly negligent behavior of the customer or a customer's representative, as far as the damage affects a third party.
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§ 5 Prices / payment / invoice

  1. The price and billing interval agreed in the offer / contract applies.
  2. The operator is entitled to adjust the prices with a period of 6 weeks.
  3. The changed prices apply if the customer does not object within 6 weeks after receipt of the price adjustment. The contractual relationship is continued at the revised price.
  4. If the customer objects within the deadline, the operator and customer have the right to terminate the contract with a term of 30 days at the end of the month.
  5. The agreed prices are due after receipt of the invoice for payment and must be settled by the customer within 10 days. The operator is entitled to make partial invoices.
  6. If the customer is in default with the payment of the invoices, the operator is entitled to terminate his services. The operator shall inform the customer of the default order in a timely manner. If the customer is in default with the payment of two consecutive monthly payments or in a period which extends over more than two months with an amount of two monthly payments, the operator is entitled to terminate the contract without notice.
  7. With claims of the operator, the customer can offset only with contradicted or legally determined counterclaims. The customer can only exercise a right of retention if his counterclaim is based on the same contractual relationship. The assignment of claims of the customer against the operator to third parties is excluded.
  8. The invoice is sent as an unsigned PDF document by email, a postal invoice can be charged for a fee. The cost of creating a paper invoice is EUR 5 net.
  9. The non-use of services based on a refusal to accept conditions of use or licensing does not reduce the payment to be paid.
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§ 6 Term / Termination

  1. The duration of the contract shall be the contractual relationship, provided that nothing has been agreed upon or has not been agreed upon mutatis mutandis:
    1. The default maturity is 12 months and starts on January 1st.
    2. In the case of a subcontracting contract, the first term of validity is closed until 31 December of the following year.
    3. The settlement period (invoicing) may deviate from the contract period.
    4. The contract is extended by the agreed contractual period, but for a maximum of one year and at least one month.
  2. The customer may terminate partial payments with a period of 4 weeks at the end of the billing period provided that at least one of the following constellations persists until the end of the contract period:
    1. A complete business process consisting of two transport routes and a business process definition.
    2. A commissioning of the WebPortal with the module WebEDI enabled.
    3. Another contractual defined individual performance.
  3. The term of notice of partial services may be defined differently in other terms of use, provided that a separate deadline has been defined there, this pre-eminence applies to the affected partial service.
  4. A termination of the entire service may be declared by either party with a term of 8 weeks at the end of the contractual term.
  5. Cancellation for important reasons is not excluded for both parties.
  6. The operator reserves the right to terminate the contract in case of misconduct, breach of contract and usage conditions.
  7. Termination requires the written form.
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§ 7 Availabilities / Warranty

  1. The Operator shall endeavor to provide the Platform for 24 hours a day, 7 days a week, during the entire term of the Agreement, including maintenance and repair work, and downtime for updates.
  2. There can be no guarantee for an uninterrupted provision of the platform.
  3. A planned maintenance, repair or update is not considered a failure.
  4. Operating interruptions can not be ruled out. In particular, this applies during the performance of maintenance and / or repair work and / or updates, as well as for times when parts of the platform are due to technical or other problems not within the sphere of influence of the operator (force majeure, fault of third parties, Area of ​​the respective service provider, etc.) is not available.
  5. If the business interruption is due to maintenance and / or repair work or to causes not within the sphere of influence of the operator, the customer remains obliged to pay the agreed remuneration.
  6. In the event of a defective performance, the operator restores the agreed upon condition at his own option by re-delivery or rework according to the regulations of the performance description.
  7. Information on the characteristics of the performance, technical data and specifications that are subject to these general conditions serve solely to describe the respective service. They are not to be regarded as a guarantee (or guaranteed property) within the meaning of the German Civil Code (BGB). Warranty promises are not given.
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§ 8 Liability

  1. The liability of the operator for breaches of duty which does not exist in a defect or has caused damage beyond the defect is governed by statutory provisions, unless otherwise specified in the following.
  2. With the exception of the damage caused by the injury to life, body and health, the operator is only liable for damages caused by him and / or his vicarious agents or vicarious agents in case of willful or grossly negligent breach of duty, Content of the contract.
  3. The operator is not liable for loss of profits, indirect damages, damages of third parties and claims of third parties, with the exception of claims from infringement of third parties' protective rights.
  4. In the case of culpable violation of essential contractual obligations, the operator is liable - except in cases of intent or gross negligence on the part of the legal representatives or management employees of the operator - only for the contractual type-typical, reasonably foreseeable average damage. The liability of the operator is limited to EUR 5,000.
  5. Nonconsistent claims reported by the customer based on the same case / same cause are considered as a case and not treated as separate cases.
  6. Insofar as the liability of the operator is excluded or restricted, this also applies to the personal liability of the employees, employees, employees, legal representatives and vicarious agents of the operator. The statutory provisions on the burden of proof shall remain unaffected.
  7. The statutory period of limitation of claims of the customer - except in the case of deliberate behavior of the operator or if the claims result from the injury of life, body or health - are 1 year.
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§ 9 Data protection

  1. Personal data of the customer will only be collected, processed or used, if the customer has given his consent or the law, The Federal Data Protection Act (BDSG), the Telecommunications Service Data Protection Ordinance (TDSV), the Teledienstdatenschutzgesetz (TDDSG) or other legal provisions. The operator is entitled to process and use personal data of the customer, which are necessary to justify or modify this contractual relationship, including its content, (as a result of the TDSV or the TDDSG), as far as advertising, customer consultation or market research Is necessary for its own purposes and the customer has given its consent.
  2. The personal data collected under the contract or provided by the customer are stored and processed for processing and processing the contract. The operator uses these data only for the purpose of contract fulfillment and correspondence in the contractual relationship with the customer. An explicit consent of the customer for uses for other purposes such as advertising, market research etc. is subject to.
  3. The operator reserves the right to pass on the collected data to third parties for the purpose of credit and credit checks for this purpose.
  4. The operator respects telecommunications secrecy within the framework of the legal provisions. The respective national law applies to the handling of the transmitted data in telecommunications systems operated by foreign network operators.
  5. The content of the data transmitted to the platform for the transport and, if necessary, to the platform, by the customer or his partner, may include personal data. The transfer and forwarding is the responsibility of the customer or his partner. The data are transmitted to the user without being requested.
  6. In addition, personal data of the customer are always treated in compliance with the applicable provisions of the data protection law.
  7. The customer is obliged to conclude an additional contract data processing contract with the operator.
  8. The operator, as well as the operator of the operator, is obliged to maintain confidentiality against an uninvolved third party, as far as the knowledge of confidential facts acquired through maintenance, support or other measures is concerned, in particular the content of the transmitted electronic data.
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§ 10 Copyright / Individual services

  1. Should individual software or modules for other software / products have been created by the user within the scope of the individual services for a customer, the customer waives the rights which he could exercise as co-authors and leaves the full rights to the operator.
  2. In addition, the operator is entitled to use the created software, in whole or in part,
    1. Further develop,
    2. to use,
    3. market,
    4. As a standard performance.
  3. The customer shall be entitled to a right of unlimited use for the time of the conclusion of the current state of the software, provided that: (a) it is a separate software or (b) a software module for a software operated by the customer; A one-time fee, a software maintenance contract is not taken into account.
  4. The operator reserves the right to participate in the sale of a software, according to the list of point 3, up to the amount paid by the customer as a one-time payment.
  5. For an extension of existing software of the operator, in order to fulfill an individual purpose for a customer, point 3 and 4 is excluded, therefore the time-limited right of use according to the valid agreement applies.
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§ 11 Right of objection

  1. In certain cases, the customer is granted a right of objection, the transfer of the opposition by the customer may take place in at least the same way as the operator himself has informed about the contradiction. However, it requires the written form.
  2. The contradiction is to be made clear

    Free Mind IT GmbH
    Schlaaweg 1
    D-59581 Warstein
    Fax: +49 2925 777 876 -9
    Email: info@freemind-it.de

  3. A contradiction by e-mail is sufficient, if the receipt of the email by the operator is confirmed.
  4. The customer must provide the proof of a contradiction submitted before the deadline.
  5. Moreover, the opposition must not be subject to any particular form.
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§ 12 Other

  1. All contracts and the entire legal relations of the contracting parties concluded on these terms and conditions are subject to the law of the Federal Republic of Germany under exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
  2. The place of fulfillment and, as far as legally permissible, the court of jurisdiction for all disputes arising from this contract, the parties agree on the place of business of the operator, unless otherwise stated in the confirmation of order or deviating contractual provisions.
  3. All agreements made between the contracting parties for the purposes of the execution of this contract are set down in writing in this contract. Verbal agreements do not exist.
  4. Any controversies between the provisions governing the contractual relationship shall be terminated by the following rules, whereby the above-mentioned regulations take precedence over the following: (1) product-specific conditions; (2) these conditions; (3) the general terms and conditions of the operator.
  5. For all agreements, the German edition or content shall be deemed to be binding, translation into another language shall be made available only to promote understanding. The contract language is German.
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