General Terms and Conditions and Client Information
Table of Contents
- Scope of Application
- Conclusion of the Contract
- Prices and Payment Conditions
- Shipment and Delivery Conditions
- Granting Rights of Use for Licence Keys
- Granting Rights of Use for Digital Content
- Force Majeure
- Delay in Performance
- Reservation of Title
- Statute of Limitation
- Retention, Assignments
- Applicable Law and Jurisdiction
1) Scope of Application
1.1 These Terms and Conditions of Energy Data GmbH (hereinafter referred to as “Seller”) shall apply to all contracts concluded between an entrepreneur (hereinafter referred to as “Client”) and the Seller relating to all goods and/or services presented in the online shop of the Seller. The inclusion of the Customer’s own conditions is herewith objected to, unless other terms have been stipulated .
1.2 The present General Terms and Conditions (GTC) shall also apply exclusively, if the Seller performs the order without reservation, in the knowledge that the Client’s terms and conditions may conflict with or deviate from their own.
1.3 These GTC apply accordingly to the supply of digital content, unless expressly agreed otherwise.
1.4 These GTC apply accordingly for the delivery of licence keys, unless expressly otherwise provided. In doing so, the Seller shall owe the provision of a licence key for the use of the software or content described by him as well as the granting of the contractually agreed rights for the use of the respective software or content. The Client does not acquire intellectual property rights to the software or content. The respective product description in the Seller’s online shop is decisive for the quality of the software or content.
2) Conclusion of the Contract
2.1 The product descriptions displayed in the Seller’s online shop do not constitute binding offers on the part of the Seller, but are merely descriptions which allow the client to submit a binding offer.
2.2 The Client may submit the offer using the online order form integrated into the Seller’s online shop. By clicking the button finalizing the order process, after having placed the goods and/or services selected in the virtual shopping basket and passed through the electronic ordering process, the Client submits a legally binding offer of contract with regard to the goods and/or services contained in the shopping basket.
2.3 The Seller may accept the Client’s offer within five days in one of the following manners:
- by transmitting a written order confirmation or an order confirmation in written form (fax or e-mail) to the Client, insofar as the receipt of the order confirmation by the Client is decisive, or
- by delivering ordered goods to the Client, insofar as the receipt of goods by the Client is decisive, or
- by requesting the customer to pay after submitting his order, or
- provided direct debit payment is offered and the Client chooses this payment method, by collecting the total price directly from the Client’s account, insofar as the time of debiting the Client’s account is decisive.
The contract shall be concluded at the time when one of the aforementioned alternatives occurs . Should the Seller not accept the Client’s offer within the aforementioned period of time, this shall be deemed as rejecting the offer, with the effect that the Client is no longer bound by his statement of intent.
2.4 In case of an order via the Seller’s online order form, the contract’s content will be stored by the Seller and will be sent to the Client in writing including these Terms and Conditions (for example via e-mail, fax or letter) after the Client has submitted his order. In addition, the contract’s content will be stored on the Seller’s website and can be found by the Client via the password-protected customer account by entering the respective login information, provided that the Client has created a customer account in the Seller’s online shop prior to submitting his order.
2.5 Prior to submitting his binding order via the online order form of the Seller, the Client can correct all the data entered via the usual keyboard and mouse function. In addition, prior to submitting the order, all data entered will be displayed in a confirmation window and can be corrected here as well, via the usual keyboard and mouse function.
2.6 The German and English language are exclusively available for the conclusion of the contract.
2.7 Order processing and contacting usually take place via e-mail and automated order processing. It is the Client’ responsibility to ensure that the e-mail address he provides for the order processing is accurate so that e-mails sent by the Seller can be received at this address. Particularly, it is the Client’s responsibility, if SPAM filters are used, to ensure that all e-mails sent by the Seller or by third parties commissioned by the Seller with the order processing can be delivered.
2.8 In the event of stipulation of special conditions by the parties, the aforesaid special conditions do not apply to contractual relationships running simultaneously and in the future with the Client.
2.9 In the event that the Client is financially unable to fulfill his obligations to the Seller, the Seller is entitled to end existing exchange contracts with the Client without notice by means of withdrawal. The same applies even in the event of the Client pleading insolvency. Section 321 German Civil Code and section 112 German Insolvency Act remain unaffected. The Client will inform the Seller in writing about his impending insolvency in good time.
3) Prices and Payment Conditions
3.1 All prices indicated by the seller are net prices plus the legal value-added tax.
3.2 Payment can be made using one of the methods mentioned in the seller’s online shop.
3.3 If the payment method purchase on invoice is selected, the purchase price is due after the service has been provided and invoiced. In this case, the purchase price is payable within 14 (fourteen) days from receipt of the invoice without deduction, unless otherwise agreed. The Seller reserves the right to offer the payment method purchase on account only up to a certain order volume and to refuse this payment method if the specified order volume is exceeded. In this case, the seller will inform the customer of a corresponding payment restriction in his payment information in the online store. The seller also reserves the right to conduct a credit check when selecting the payment method purchase on account and to reject this payment method in case of a negative credit check.
3.4 If the payment method SEPA direct debit is selected, the invoice amount shall be due for payment after a SEPA direct debit mandate has been issued, but not before expiry of the period for advance information. The direct debit is collected when the ordered goods leave the seller’s warehouse, but not before the deadline for the pre-notification. Pre-notification is any communication (e.g. invoice, policy, contract) from the seller to the customer announcing a debit by SEPA direct debit. If the direct debit is not honored due to a lack of sufficient funds in the account or due to the provision of incorrect bank details, or if the customer objects to the debit although he is not entitled to do so, the customer shall bear the fees incurred by the reversal of the respective credit institution if he is responsible for this.
3.5 When choosing the payment method “PayPal” , the handling of payments is done via the payment service provider PayPal (Europe) S.a.r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449, subject to the conditions of use which can viewed at https://www.paypal.com/de/webapps/mpp/ua/useragreement-full. This would require, among other things, that the Client has opened a PayPal account or that he already has such an account.
The seller grants the customer a contractual right of withdrawal in accordance with the following conditions:
3.6.1 The customer has the right to revoke the contract within 30 days without giving any reason.
This right can only be exercised once per customer.
The revocation period is 30 days from the day on which the customer or a third party designated by the customer has taken possession of the last goods.
3.6.2 In order to exercise his right of withdrawal, the customer must inform the seller by means of a clear declaration in text form (e.g. a letter sent by mail, fax, e-mail or contact form) about his decision to withdraw from the contract. To comply with the revocation period, it is sufficient for the customer to send the notification of the exercise of the right of revocation before the expiry of the revocation period.
3.6.3 If the customer revokes the contract in due form and time, the seller shall refund the customer the purchase price paid, but not the costs incurred for the payment method chosen by the customer. The repayment of the purchase price shall be made within fourteen days from the day on which the notification of the revocation of the contract was received by the Seller.
4) Shipment and Delivery Conditions
4.1 Digital content will be provided to the Client exclusively in electronic form as follows:
– via download
4.2 Licence keys will be provided to the Client as follows:
– by e-mail
5) Granting Rights of Use for Licence Keys
5.1 The license key provided entitles the Client to use the software, service or content as described in the respective product description.
5.2 The granting of rights shall become effective only when the Client has fully paid the owed remuneration.
6) Granting Rights of Use for Digital Content
6.1 Unless otherwise stipulated in the description of contents displayed in the Seller’s online shop, the Seller grants all paid subscribers a limited, non-exclusive, non-assignable, non-sublicensable, non-transferable, revocable, worldwide license for private and comercial purposes.
6.2 The transmission of content to third parties or the production of copies to third parties in a way not covered by the GTC is prohibited, unless the Seller has consented to the transfer of the contractual license to third parties.
6.3 The granting of rights pursuant to section 158 (1) German Civil Law Code will only become effective, if the Client has paid the contractually stipulated compensation in full. The Seller may allow the use of the contractual contents temporarily prior to this date. A transfer of rights does not take place via such a provisional permission.
7) Force Majeure
In cases of force majeure having an impact on the performance of the contract, the Seller is entitled to postpone the delivery for the duration of the hindrance and, in the event of a longer-term impediment, to withdraw from the contract without giving rise to claims asserted against him by the Client. The term “force majeure” shall mean any event which is unforeseeable for the Seller; or any event, even if it were foreseeable, would be beyond the control of the Seller, and whose impact on the performance of the contract could not therefore be averted despite reasonable efforts made by the Seller. Possible legal claims of the Client remain unaffected.
8) Delay in Performance
8.1 In case of delay in performance, the Client is entitled to withdraw from the contract within the framework of the statutory provisions provided that the Seller bears the responsibility of delay.
8.2 In the event of default on the part of the Seller, the Client is obliged to give notice within a reasonable period of time, whether he wishes to withdraw from the contract or insists on the delivery being carried out.
8.3 The proof of a higher or a lower damage is expressly reserved to both parties.
8.4 The above liability limitations do not apply in the event of intent, malice aforethought, gross negligence and in event of damages caused by injury to life, physical injury or injury to health.
Liability for being in default is exhaustively provided for by the section “Delay in Performance”. Furthermore, the Seller shall be liable for any claims arising from damages and compensation based on contract, quasi-contract and on legal provisions or on tort as follows.
11.1 The Seller is liable for every legal reason without limitation:
- In cases of intent or gross negligence, or
- in cases of negligent or willful physical injury or negligent or willful injury of life, body or health of a person, or,
- on the grounds of a warranty promise, unless otherwise agreed,or,
- on the grounds of compulsory statutory liability as defined, for example, in the product liability law.
11.2 If the Seller has violated essential contractual obligations through negligence, his liability is limited to foreseeable damage typical of the contract, unless unlimited liability applies pursuant to section 12, para 1. Essential contractual obligations are those obligations the contract imposes on the Seller which are material to the contract and whose fulfillment makes the due performance of the contract possible and on the performance of which the Client normally relies and is intended to rely.
11.3 Otherwise, the Seller’s liability is excluded.
11.4 The aforementioned liability provisions will also apply in the case of the Seller’s liability for his assistants and legal representatives.
11.5 The seller is highly dependent on external measured data as well as on calculation algorithms and computational models in his work. The respective suppliers, sources and methods are carefully evaluated and checked for plausibility. Any further liability for external data is expressly excluded. In particular, the seller is not liable for any direct or indirect loss or damage incurred by the customer due to errors in the service offered or otherwise in connection with the use of the service. Liability is excluded for both contractual and non-contractual claims.
12) Statute of Limitation
The Client’s claims against the Seller – except those mentioned in the section “Warranty Claims”- expire by limitation no later than one year after the time of knowledge and at the latest five years after delivery of the performance, unless unlimited liability applies pursuant to the aforementioned section.
13) Retention, Assignments
13.1 The right of retention and the right to retain performance are excluded, unless the Seller does not deny the underlying counterclaims or unless those claims have been recognized by declaratory judgment.
13.2 The assignment of claims by the Client arising from the contract with the Client, in particular the assignment of Client’s warranty claims, are excluded.
14) Applicable Law and Jurisdiction
14.1 The laws of the Federal Republic of Germany shall apply to all legal relations between the parties to the exclusion of the laws on the international purchase of movable goods.
14.2 If the Client is a business person, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from this contract is the place where the Seller has his principle place of business. The same applies if the Client has no general place of jurisdiction in Germany or if his domicile or normal place of residence is not known at the time of the institution of legal proceedings. In any event regarding the aforementioned cases, the Seller is entitled to appeal to the court at the Client’s domicile.