Terms of Service

Terms of sale and delivery of communication systems
for business dealings with entrepreneurs, legal persons under public law and special funds under public law of systel GmbH, Herdlauchring 32, 71101 Schönaich (hereinafter systel)

1. Subject of the contract

1.1 For deliveries and services of systel, these sales and delivery conditions apply exclusively, unless expressly agreed otherwise in writing. The validity of conditions other than those imposed by systel is excluded, even if systel does not expressly oppose their validity or make them aware of deviating business or contractual conditions.
1.2 These terms of sale and delivery apply to the sale including, as far as agreed, the delivery and installation of the system.
1.3 systel reserves its proprietary rights and copyrights to system documentation such as illustrations, drawings, etc., which are part of the order confirmation; they may not be made accessible to third parties or otherwise misused by third parties without the consent of systel; if the order is not placed, it must be returned on request.
1.4 The terms of sale and delivery also apply to any increases, extensions, and changes in the system, as well as other systel services related to the system. Any additional costs arising from this will be charged in accordance with Section 2.

2. Prices, terms of payment and retention of title

2.1 Freight and packaging will be charged separately.
2.2 All payments are to be made without any deduction to the paying agent of systel plus value-added tax in the applicable amount. systel is entitled to demand from the order amount 1/3 after the order confirmation, 1/3 after the beginning of the furnishing work or when the readiness for dispatch is indicated. The remainder must be paid within fourteen days of the invoice date.
2.3 If it is not possible to complete the entire scope of supply and services of the order at an appointment, then economically independent parts of the order will be set up gradually. Systel can generate partial invoices by setting up the agreed prices using set order parts, which must be settled after deducting prepayments already paid.
2.4 The customer can only set off systel claims due in writing if they have been acknowledged in writing or legally established. The customer can only exercise a right of retention insofar as his claim is based on the same contractual relationship. Claims against systel may not be assigned by the customer. Section 354a HGB remains unaffected.
2.5 The delivered goods remain the property of systel until all of its claims against the purchaser under the order concerned have been fulfilled. Previously, pledging and transfer by way of security are inadmissible.

3. export license

Systems with integrated DECT features include a voice encryption mechanism that is subject to export control. When the system is transferred from the territory of the Federal Republic of Germany, therefore, a single export license from the Federal Export Office is required. In case of doubt, the purchaser will check with systel before exporting the system if the contractual system is affected by the export restriction.

4. Rights to programs

4.1 The Purchaser shall be entitled to use the programs with the agreed features for the operation of the system together with the system without a separate contract and without separate calculation, all other rights to the programs shall remain with systel. The purchaser, therefore, has no right to reproduce the programs without the prior written consent of systel, or to make them accessible to an unauthorized third party.
4.2 With each resale of the system, only the above rights of the purchaser are transferred to the respective purchaser with regard to the programs; all other rights to the programs remain with systel.

5. Duty of cooperation of the customer

5.1 In the case of memory-programmed systems, the customer is obligated to inform systel in good time prior to delivery of the user data in accordance with the agreed scope of performance, otherwise, the commissioning date can not be guaranteed. If the customer subsequently changes this data or the scope of services, the additional services associated with this will be charged separately at the list prices applicable for this purpose. Likewise, changes in the scope of services and changes in user data will be invoiced with the list prices valid for operating systems.
5.2 If necessary, the customer provides suitable and lockable storage and recreation rooms. Work not of low-current type, in particular, heavy current, caulking, masonry, earthworks, concrete, construction and scaffolding work, including the required building materials, the purchaser takes on his costs.
5.3 The customer must regularly secure the contract-relevant system data in accordance with the principles of proper data backup and check it after a total system failure. This does not apply if and to the extent that the parties have demonstrably agreed that the data backup must be carried out by systel.
5.4 The customer shall ensure that the system is adequate and up-to-date protected against physical and virtual access by third parties. This also includes the change of the factory default password by the customer. This does not apply if and to the extent that the parties have demonstrably agreed that appropriate measures must be provided by systel.

6. Setup of the system, transfer of risk

6.1 Timely compliance with the delivery and, if applicable, installation obligations by systel requires the clarification of all technical questions and the timely and proper fulfillment of the obligations of the customer.
6.2 To set up the system, the purchaser must pay a set-up fee, which is calculated on a flat-rate basis with regard to the structure, the instruction in the basic functions of the systems or terminal equipment and the connection of the system and the equipment. The creation of the pipeline network is not included in the facility; it takes place after commissioning and at cost according to the list prices usual at systel.
6.3 If the customer is in default of acceptance, he culpably violates cooperation services, he refuses the acceptance of the service in whole or in part or the contract is not due to him for reasons, systel can without prejudice to the claim for replacement of the expenses already incurred for the contract , including the costs for the removal of already established facilities, claim damages amounting to 20% of the order value or the corresponding part, unless the orderer proves that a damage did not occur or did not occur in this amount. Instead, systel can assert the legal claim to the fulfillment of the contract and demand the replacement of the delay damage.
6.4 With the delivery of the parts belonging to the system (material, control panels, apparatus, etc.) at the purchaser, the risk of loss and damage passes to him. This does not apply in the event of default of acceptance prior to delivery and the breach of cooperation by the purchaser, in which case the material risk passes to the purchaser at the time these circumstances occur.

7. Claims for defects

7.1 Claims for defects shall constitute the orderly fulfillment of the inspection and complaint obligations by the customer, e.g. gem. § 377 HGB, advance.
7.2 systel undertakes to remedy defects whose causes were demonstrably prior to the transfer of risk, by way of supplementary performance. The expenses arising from the fact that the supplementary performance is to be provided at a place other than the contractually agreed place of performance shall be borne by the Purchaser.
7.3 Claims for defects expire 12 months after the transfer of risk. Insofar as longer periods are mandatory by law, e.g. in §§ 438 Abs.1 Nr. 2 BGB, these apply. The period of operation has no influence on the statute of limitations.
7.4 The determination of the defects must be communicated to systel immediately in writing. The claims for defects do not relate to natural wear and tear and not to damages based on faulty or negligent treatment, alteration of the programs supplied by the customer or third parties, unsuitable equipment or rooms or other circumstances not caused by systel, as well as a negligible deviation from the warranty agreed condition or insignificant impairment of usability.
7.5 If the subsequent performance does not result in the elimination of the defect, the customer may withdraw from the contract or reduce the price. Claims by the purchaser for damages, damages instead of performance or reimbursement of expenses shall only be subject to the conditions set out in Section 9.
7.6 For the subsequent performance, the ordering party shall grant Systel the time and opportunity required in its reasonable discretion. Replaced parts become the property of systel.
7.7 systel can also fulfill its obligation to fulfill the claims for defects with prior notice to the customer by remote diagnosis, provided that the technical prerequisites for this are met. The exchange of data between the systel remote center and the customer’s communication system takes place in compliance with the applicable data protection regulations.

8. delay

If systel is in default of its deliveries/services for reasons for which it is responsible, the customer may, if he makes credible that he has suffered damage, shall be entitled to compensation for delay for each completed week from the commencement of default of 0.5% up to the amount of as a whole, demand 5% of the net invoice value of that part of the delivery / service that could not be delivered on time. Further claims for compensation of the purchaser are only given under the conditions stated in clause 9. The right of the customer to withdraw after the expiry of a systel set reasonable period remains unaffected, as long as the delay of systel is responsible. At the request of systel, the customer must declare within a reasonable period of time which of these claims he asserts.

9. liability

For own fault and the fault of their executives and their vicarious agents on the basis of the breach of duties from the debt relationship and due to unauthorized action systel is liable to the following extent.
9.1 Liability is unlimited only in cases of intent, gross negligence, and injury to life, limb or health.
9.2 Liability under the Product Liability Act remains unaffected.
9.3 Liability for slight negligence exists only in the case of violation of so-called cardinal obligations, i. Obligations the fulfillment of which enables the proper execution of the contract in the first place and on whose compliance the customer can regularly rely. In this case, the damages are limited to the foreseeable damage typical for the contract.
9.4 Foreseeable, contract-typical damage i. P. D. Paragraph 9.3 is limited to a maximum of the purchase price per claim, but at least 100,000 euros. For several cases of damage in a contract year, the contract-typical, foreseeable damage in the sum to a maximum of twice the purchase price, but at least 250,000 euros limited.

10. GEMA freedom

The music titles supplied by systel for the system are GEMA-free. For all other music, systel accepts no liability; the customer exempts systel from any claims of GEMA

11. miscellaneous

11.1 Should any provision of this Agreement be or become invalid, the validity of the remaining provisions shall remain unaffected. In this case, the contracting parties will agree on regulation, the meaning and purpose of which comes as close as possible to the ineffective provision.
11.2 Amendments and additions to this contract must be made in writing in order to be valid.
11.3 Place of performance is Schönaich. German law applies to the exclusion of the UN-purchase law. Jurisdiction is Schönaich. systel reserves the right to sue at the customer’s registered office.

12. privacy

The personal data relating to the conclusion and the execution of the contract will be processed by systel or a company commissioned by it, in compliance with the legal provisions; the address of the respective data receiver will be communicated upon request.

13. Return of systems according to ElektroG

Systems or parts thereof, which the customer has acquired under this service agreement, the customer can return to systel at their own expense and risk or charge their dismantling and pickup at systel fee. systel will supply the system or the parts for disposal in accordance with the ElektroG.

license conditions

The following license conditions are in addition to the general terms and conditions part of any contractual agreement for the purchase of software products of the company Systel GmbH, Herdlauchring 32, 71101 Schönaich (hereinafter “Systel”.) The acquirer of software products agrees to these license conditions.
§ 1 Subject matter, Scope
Systel (“Licensor”) will grant Software to the acquirer (“Licensee”) following these terms and conditions for use against payment of any remuneration, the remaining rights to the Software remaining with the Licensor.
§ 2 Copyright
a) The software of Systel is protected by copyright under the provisions on the protection of computer programs. The copyright, in particular, includes the program code, the documentation, the appearance, the structure and organization of the program files, the program names, logos and other forms of representation within the software. All rights resulting from copyright are entitled to the licensor as the manufacturer.
b) Copyrights, license and customer numbers, as well as other features serving the program identification, may under no circumstances be removed or changed.
§ 3 rights to use
a) scope of the license
1. With the full and unconditional payment of the license fee, the licensee receives a simple, in principle unlimited, non-exclusive right to use the software as well as the related documentation for his purposes.
2. Until the full payment of the due remuneration, the licensee is only allowed to use the software revocably. The Licensor may revoke the use of such services, with the payment of which the licensee is in default, for the duration of the delay.
3. If the licensee has acquired a single license, he is entitled to install the software as a single user version on a single personal computer (PC) and for a single user.
4. When acquiring a multi-user license, the right to use the agreed number of concurrent users, i. for the agreed number of clients working simultaneously with the software. Simultaneous use of the software beyond the agreed scope is inadmissible.
5. When purchasing a single license or a multi-user license, the use of the software on a network server is only permitted if the licensee has technically ensured that: – 2 -that simultaneous use of more than the agreed number of clients is excluded.
6. If the licensee has acquired a server license, he is entitled to install the software on a terminal server and to use it from different locations. The right of use applies to the agreed number of concurrent users, i. for the agreed number of clients working simultaneously with the software. The licensee must ensure that concurrent use of the Software by more than the agreed number of Clients is excluded.
7. Licensee is not authorized to translate, edit, decompile, reverse-engineer or disassemble the Software. If the user requires information that is indispensable for establishing the interoperability of the software with independently created other computer programs, he must submit an inquiry to Systel, unless such changes are already permitted according to the product information or data provided. Systel reserves the right to provide or refuse the required information.
8. The licensee is not authorized to make changes or interventions of any kind on the software either by himself or through third parties.
9. Software rental and sublicense may only be granted with the express consent of Systel. It is prohibited to transfer the software to third parties or make it available to third parties through a network for full or partial commercial use.
10. The purchaser is entitled to resell the complete software including user documentation while simultaneously transferring the above-mentioned rights of use to end-users. The entitlement does not extend to copies of the Software or any part thereof. If the purchaser has acquired a multi-user or server version of the software, the transfer of the user rights is only permitted as a whole, a transfer of user rights to individual clients is not permitted. The effectiveness of the transfer of the rights of use is subject to the condition precedent that the acquirer Systel indicates the transfer and the new user registers with Systel as such.
A further condition for the transfer of the rights of use is that the third party agrees to the terms of the license from Systel and agrees to it