General Terms and Conditions

GENERAL

1. 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".
2. ENKO offers its services exclusively in the business sector and concludes contracts only on the basis of its own general terms and conditions.
3. 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.
4. If these terms and conditions do not contain any provisions, the statutory provisions shall apply, not the customer's general terms and conditions. Individual contractual provisions agreed between the parties and their annexes shall take precedence over these GTC, which shall, however, apply in addition.

OFFER AND CONCLUSION OF CONTRACT

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

EMPLOYEES OF ENKO AND SUBCONTRACTORS

1. Work is only carried out on site at the customer's premises if required.
2. Services that ENKO employees do not provide at ENKO's place of business will be invoiced separately according to time and effort, including travel time, travel costs, expenses and, if applicable, accommodation costs.
3. Even if ENKO employees are deployed at the customer's premises, ENKO retains the unrestricted right to issue instructions and give directions.
4. Working hours are based on ENKO's current working time regulations.
5. ENKO is entitled to engage third parties to fulfill its performance obligations.
6. The parties undertake not to entice away or otherwise employ employees or freelancers of the other party during the term of this agreement and for one year thereafter.
7. The customer undertakes to support ENKO to the necessary extent and to create all the conditions necessary for the proper execution of the order in its operating area.
8. At ENKO's written request, the customer confirms the completeness and correctness of the documents and information submitted by him.

PRICES AND TERMS OF PAYMENT

1. The services are invoiced on a time and material basis.
2. The type and duration of the employee's activities are recorded in a list, which is presented to the customer when the invoice is handed over.
3. Cost calculations submitted by ENKO are non-binding cost estimates. If the actual implementation costs deviate by more than 10% from the estimated costs, ENKO shall inform the customer of this fact immediately.
4. ENKO's remuneration is based on the attached price list, which regulates the hourly rate, the increased hourly rate and the ancillary project costs.
5. The service price list loses its validity with the conclusion of the respective order.
6. 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 for which ENKO is not responsible, ENKO is entitled to demand an adjustment of the fixed price.
7. ENKO is entitled to demand payments on account.
8. Invoices are due for payment without deduction within 14 days of the invoice date.
9. If the customer is in default of payment, ENKO is entitled to charge interest on arrears at a rate of 9 percentage points above the base interest rate.
10. ENKO reserves the right to postpone further execution of the order until payment is made and to demand advance payment for further work if the customer is in default of payment.
11. ENKO is entitled to withhold the release of work results until full payment has been made.

DELIVERY AND DELIVERY TIME

1. Unless otherwise agreed, delivery is ex works.
2. Delivery dates or deadlines, which can be agreed as binding or non-binding, must be in writing.
3. ENKO is entitled to make partial deliveries and render partial services at any time, unless the partial delivery or partial service is of no interest to the customer.
4. ENKO shall not be responsible for delays in delivery and performance due to force majeure and due to 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 subcontractors - even in the case of bindingly agreed deadlines and dates.
5. They entitle ENKO to postpone the delivery or service by the duration of the hindrance plus a reasonable period of time. or to withdraw from the contract in whole or in part due to the part not yet fulfilled.
6. If the hindrance lasts longer than three months, the customer is entitled, after setting a reasonable grace period, to withdraw from the part of the contract that has not yet been fulfilled.
7. If the delivery time is extended or if ENKO is released from its obligation, the customer cannot derive any claims for damages from this.
8. ENKO can only invoke the aforementioned circumstances if it notifies the customer immediately.

WARRANTY AND LIABILITY

1. ENKO warrants that the software supplied and the services rendered essentially correspond to the description agreed in the contract.
2. ENKO does not guarantee the suitability of the software or service for a specific purpose, unless this has been expressly agreed in writing.
3. The warranty period is 12 months from delivery or acceptance.
4. In the event of defects, the customer must grant ENKO a reasonable period for subsequent performance. If the supplementary performance fails, the customer may, at his discretion, demand a reduction of the remuneration or rescission of the contract.
5. The liability of ENKO for damages that have not occurred to the delivery item itself is excluded - for whatever legal reasons.
6. This does not apply if liability is mandatory in cases of intent, gross negligence or injury to life, limb or health.
7. ENKO is not liable for loss of profit or other financial losses of the customer.
8. Insofar as ENKO's liability is excluded or limited, this also applies to the personal liability of employees, representatives and vicarious agents.

RESERVATION OF TITLE

1. ENKO retains ownership of the delivered goods until full payment of all claims arising from the business relationship with the customer.
2. If the customer acts in breach of contract, in particular in the event of default of payment, ENKO is entitled to take back the goods.
3. The taking back or seizure of the reserved goods does not constitute a withdrawal from the contract.

USE OF SOFTWARE

1. ENKO grants the customer the non-exclusive right to use the delivered software.
2. The customer may install and use the software on the machines required to use the software.
3. The customer may not rent, lease or otherwise sublicense the software or make the software publicly available.
4. The customer may not reverse engineer, decompile or disassemble the software unless this is expressly permitted by law.
5. The customer may not modify, adapt or in any other way edit the software.
6. The customer may only make the number of copies of the software or documentation necessary for archiving purposes, for the replacement of lost or damaged software or documentation and for training purposes.
7. The customer may only use the software to the extent specified in the contract. Any other use requires the written consent of ENKO.

FINAL PROVISIONS

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