Terms and Conditions

General

These general terms and conditions apply to all delivery relationships between ENKO Software GmbH & Co. KG, hereinafter referred to as “ENKO,” as service provider and supplier, and the customer/purchaser of software and specific adaptations, hereinafter referred to as “customer.”
ENKO offers its services exclusively in the business sector and concludes contracts only on the basis of its own general terms and conditions.
Any deviating or additional terms and conditions of the customer shall not become part of the contract, even if ENKO does not explicitly object to them.
If these terms and conditions do not contain any provisions, the statutory provisions shall apply, not the customer's general terms and conditions. Contractual provisions agreed individually between the parties and their annexes shall take precedence over these general terms and conditions, which shall, however, apply in a supplementary manner.

Offer and conclusion of contract

ENKO's offers are always non-binding and subject to change and errors.
A contract shall only come into effect upon written order confirmation by ENKO, the signing of an order, or at the latest upon acceptance of the delivery or installation by the customer or ENKO.
Orders without a prior offer in accordance with point 2 shall only become binding for ENKO upon order confirmation. The same shall apply if the customer modifies an offer from ENKO.

ENKO employees and subcontractors

Work is only carried out on site at the customer's premises when necessary.
Services provided by ENKO employees outside ENKO's place of business will be invoiced separately on a time and material basis, including travel time, travel expenses, incidental expenses, and, if applicable, accommodation costs.
Even if ENKO employees are deployed at the customer's premises, ENKO retains unrestricted authority to issue instructions and directions.
Working hours are based on ENKO's current working time regulations.
ENKO is entitled to engage third parties to fulfill its performance obligations.
The parties undertake not to poach or otherwise employ any employees or freelancers of the other party during the term of this contract and for one year thereafter.
The customer undertakes to support ENKO to the extent necessary and to create all conditions necessary for the proper execution of the order within its area of operation.
Upon written request from ENKO, the customer shall confirm the completeness and accuracy of the documents and information submitted by them.

Prices and payment terms

Services are generally billed on a time and material basis.
The type and duration of the employee's work are recorded in a list, which is presented to the customer when the invoice is handed over.
Cost estimates provided by ENKO are non-binding estimates. If the actual costs incurred deviate by more than 10% from the cost estimate, ENKO will inform the customer of this circumstance without delay.
ENKO's remuneration is based on the attached price list, which regulates the hourly rate, the increased hourly rate, and the ancillary project costs.
The service price list loses its validity upon completion of the respective order.
If a fixed price is agreed for individual services or the entire order and it later transpires that ENKO's estimates on which the price was based were inaccurate due to incorrect assumptions that are not within ENKO's sphere of responsibility, ENKO shall be entitled to demand an adjustment of the fixed price.
ENKO is entitled to demand partial payments.
Invoices are due for payment within 14 days of the invoice date without deduction.
In the event of default of payment by the customer, ENKO shall be entitled to charge default interest at a rate of 9 percentage points above the base rate.
ENKO reserves the right to suspend further execution of the order until payment is made in the event of default of payment by the customer and to demand advance payment for further work.
ENKO is entitled to withhold the release of work results until full payment has been made.

Delivery and delivery time

Unless otherwise agreed, delivery shall be ex works.
Delivery dates or deadlines, which may be agreed as binding or non-binding, must be made in writing.
ENKO is entitled to make partial deliveries and provide partial services at any time, unless the partial delivery or partial service is of no interest to the customer.
ENKO shall not be responsible for delays in delivery and performance due to force majeure and events that make delivery significantly more difficult or impossible for ENKO—this includes, in particular, strikes, lockouts, official orders, etc., even if they occur at ENKO's suppliers or their sub-suppliers—even if binding deadlines and dates have been agreed upon.
You authorize ENKO to postpone delivery or performance for the duration of the hindrance plus a reasonable start-up period, or to withdraw from the contract in whole or in part due to the unfulfilled part.
If the hindrance lasts longer than three months, the customer is entitled, after setting a reasonable grace period, to withdraw from the contract with regard to the part not yet fulfilled.
If the delivery time is extended or if ENKO is released from its obligation, the customer cannot derive any claims for damages from this.
ENKO may only invoke the aforementioned circumstances if it notifies the customer immediately.

Warranty and liability

ENKO warrants that the software delivered and the services provided essentially correspond to the description agreed in the contract.
ENKO does not guarantee the suitability of the software or service for a specific purpose, unless this has been expressly agreed in writing.
The warranty period is 12 months from delivery or acceptance.
In the event of defects, the customer shall grant ENKO a reasonable period of time for subsequent performance. If the subsequent performance fails, the customer may, at its discretion, demand a reduction in payment or rescission of the contract.
ENKO shall not be liable for damage that has not occurred to the delivery item itself, regardless of the legal grounds.
This does not apply in cases of mandatory liability due to intent, gross negligence, or injury to life, limb, or health.
ENKO shall not be liable for any loss of profit or other financial losses incurred by the customer.
Insofar as ENKO's liability is excluded or limited, this also applies to the personal liability of employees, representatives, and vicarious agents.

Retention of title

ENKO retains ownership of the delivered goods until all claims arising from the business relationship with the customer have been paid in full.
In the event of breach of contract by the customer, in particular in the event of default in payment, ENKO shall be entitled to take back the goods.
The repossession or seizure of the goods subject to retention of title does not constitute a withdrawal from the contract.

Software usage

ENKO grants the customer the non-exclusive right to use the delivered software.
The customer may install and use the software on the machines required for the use of the software.
The customer may not rent, lease, or otherwise sublicense the software or make it publicly available.
The customer may not reverse engineer, decompile, or disassemble the software unless expressly permitted by law.
The customer may not modify, adapt, or otherwise alter the software.
The customer may only use the software or documentation for archiving purposes, for replacing lost or damaged software or documentation. 
and make the necessary number of copies for training purposes.
The customer may only use the software to the extent specified in the contract. Any use beyond this requires the written consent of ENKO.

Final provisions

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
The place of performance and exclusive place of jurisdiction for all disputes arising from this contract is the registered office of ENKO, unless otherwise specified in the order confirmation.
Any changes or additions to this contract must be made in writing.
This also applies to the waiver of this written form requirement.
Should individual provisions of this contract be or become invalid or contain a loophole, the validity of the remaining provisions shall remain unaffected.