G DATA Software AG: Antivirus, Virenschutz, Virenscanner, Internet Security

I. General

1. For all deliveries and services the present sales terms and delivery conditions apply exclusively. G Data Software AG is the sole contractual partner of the customer. Also, the general terms and conditions of the purchaser do not apply, even if we do no expressly contradict them.

II. Offers, orders and supply contract
1. All offers are non-binding and without obligation. For a contractual obligation to exist, a written order confirmation on our part must exist in all cases. Verbal agreements have no validity.
2. We retain all rights to copyright and intellectual property for exploitation purposes in respect of quotations, drawings and other documentation; they may not be made available to third parties. Any documentation associated with quotations for which we are not awarded the order, are to be returned to us immediately.
3. If the scope of delivery includes software, then all rights, especially copyright remain ours.  The purchaser only receives the right to use the software without any special further settlement, on one CPU in one location. The purchaser is not entitled to reproduce, modify or make the software available to unauthorized third parties without express, written agreement.
4. The supply contract only becomes valid, if the order has been confirmed in writing by us. All changes, additions, telephone or verbal agreements must be confirmed in writing before they become valid. For custom products, the order only is contractually issued upon our written order confirmation, and may not then be cancelled or changed. Dimensions, weights, descriptions, specifications, flow diagrams and figures are then only binding for the execution, if they have been expressly confirmed by us.
5. Insofar as an installation is carried out by us, it will be at the purchaser's expense. The currently applicable rates will be applied for any installation work, including the valid rates for overtime, weekend, night and national holiday working. Reimbursements for travel, subsistence, accommodation, telephone and transportation expenses will be billed separately.
6. For call-off orders, we are to be informed, in writing, of the call-offs at least 8-10 weeks before the desired delivery deadline. If call-offs have not been activated within this agreed time-frame, we reserve the right, once the time-frame has elapsed, to supply and invoice the goods.
7. Insofar as the software delivery is reproduced in the manual of a license agreement, then this becomes contractually valid upon acceptance of the goods. If the purchaser breaks the term of the license agreements, the goods are to be returned to us carriage paid.
8. Infsofar as not otherwise stated within the quotation, interface diagrams, source code, source code documentation and other technical documentation do not form part of the scope of delivery.
9. For the purpose of credit checking, Bürgel Wirtschaftsinformationen GmbH & Co. KG, Postfach 50 01 66, 22701 Hamburg, Germany, makes data available to us relating to your personal address and creditworthiness data which is stored in their their database and which includes such data as is determined based on mathematical statistical processes, insofar as we have demonstrated that this is within our legal interest.


III. Prices and payment
1. Our prices are nett, ex works, plus the VAT applicable on the day of delivery, exclusive of packaging, shipping and insurance in EUROS.
2. Settlement of invoices by cheque or banker's draft is only on account of performance and, in respect of a banker's draft, requires our prior agreement. The purchaser bears all costs in respect of the draft or cheque. We are not liable for the timeliness of the protest.
3. The settling of any not-legally defined customer counter claims which are dependent on us is not permissible. Equally any notice of defects and complaints, regardless of their origin, do not afford any right to retention of payment.
4. We are authorised, in the case of late payment, to levy a default interest at the rate of 2% above the discount rate of the Bundesbank. The right to further damages is retained.
5. For orders with a total value of more than 3000 EUROs, we retain the right to the following payment conditions: 1/3 upon placing of the order, 1/3 when the goods are ready to dispatch and the remaining 1/3 within 30 days of invoicing.
6. The price includes 19% VAT for EU inhabitants.

IV. Delivery time
1. Our delivery times are in principle adhered to, to a reasonable extent; whereby any business transactions agreed with sales personnel in respect of delivery times remain unbinding; they are only binding, if during business transactions with sales personnel they are expressly confirmed as binding; in this case the delivery time is considered as having been adhered to, if the goods have been shipped on time.
2. The delivery time is extended in accordance with any measures that result from industrial disputes, in particular strikes or lock-outs, as well as in the event of any unforeseen event, which we have not covered for. This also applies, if the same circumstances arise for any subcontractors. The conditions cited above, are also not covered by us, if they arise during an existing arrears state. If business transactions are concluded with sales staff, no claims can be made against us based on these arrears. Equally renunciation of delivery or withdrawal from the contract is not permissible due to an overrun. In all other cases, the legal conditions apply.
3. If our deliveries or services are in default, the purchaser may, after unsuccessful action on our part, withdraw from the contract after a legally reasonable further period. If the purchaser suffers damages as a result of delay for which we are responsible, then he is entitled, excluding all further claims, to demand compensation. This amounts to 1/2%, for each delayed week, however not more than 5% of the value of the respective part of the entire delivery, which may not be used in a timely manner or according to the contract as a result of the delay.

V. Transfer of risk and dispatch
1. The risk is transferred at the latest with the dispatch of the supplied parts to the purchaser, which also applies even if we have agreed to take over other services, e.g. acceptance of dispatch or delivery costs.
2. If the dispatch is delayed as a result of circumstances for which the purchaser is responsible, then the risk is transferred to the purchaser on the day the goods are ready for dispatch.
3. At the request of the purchaser, the dispatched consignment is insured by us at his expense.
4. Insofar as no other agreement is made, packing and shipping mode are chosen by us at our discretion and billed at cost price.

VI. Guarantee
1. We provide a guarantee for the warranted characteristics and freedom from defects of the supplied products according to the appropriate state of the art for the duration of 6 months starting from the date of dispatch to the ship-to location. We are to be notified, in writing, and without delay of any such defects. Complaints in respect of incorrect or incomplete deliveries are to be notified to us in writing immediately, and at the latest no more than 8 days after goods receipt. Any guarantee claims are excluded if we are not informed of any complaints or notified of any defects in a timely manner. We will not forego this defense due to any claim that we have initially negotiated in respect of the complaints.
2. Where incomplete deliveries are concerned, we guarantee, while excluding all other claims in this respect, that we will make good all such parts free of charge, or have such parts made good, supply new parts or compensate the delivery with a credit note. In this respect, the free of charge guarantee applies solely to the originally dispatched goods. Shipping both from and to the purchaser shall be free of charge.
For guarantees, which are to be fulfilled at the purchaser's premises, we are responsible for any valid relevant rates, travel costs, travel time and expenses for the technicians; we are not however responsible for work time and replacement parts.
3. For third party products, e.g. computers and accessories, the legal period of warranty applies. For third party products, our liability is limited to conveyance of the liability claims, which we are entitled to from the supplier of the third party product.
4. Replaced parts become our property.
5. Costs arising due to any invalid notice of defect, will be at the expense of the purchaser. We are not obliged to rectify any defects insofar as the purchaser is in arrears in respect of his payments by an amount that is unreasonable relative to the complaint. Any liability becomes inapplicable if the purchaser has made independent improvements without first having received written approval from us or if the purchaser has not followed our specifications in respect of treatment of the object.
6. The guarantee expires if the supplied goods have been modified by the addition or insertion of parts of foreign origin, insofar as these changes have not been expressly approved in writing by us. No guarantee is assumed for incorrect or improper use, storage or climatic or other such effects, incorrect installation by the purchaser or a third party, natural wear, incorrect or sloppy handling, unsuitable operating resources, replacement materials, chemical, electrochemical or electrical influences as well as by the use of unapproved software and hardware, in so far as they cannot be traced back to our account.
7. No liability is accepted for damage resulting from improperly executed alterations or repair work, whether by the purchaser or a third party that has been carried out without prior written approval - also to software and which has not been accepted, and with written approval, carried out on our premises.
8. The purchaser must allow us the appropriate time and opportunity to execute all necessary improvements and receive any replacement part deliveries. If he declines this, we are freed from any such liability. The warranty period for the replacement part and the repair is 3 months. However, it runs to at least the expiry of the original guarantee period for the delivery item. The liability period for the the delivery item is extended by the duration of the interruption of operation caused by the repair work.
9. The purchaser may withdraw from the contract if we have not rectified a defect caused by us or supplied a replacement part to make good the defect within a reasonable time. The right of withdrawal of the purchaser exists also where a repair or replacement by us is not possible or cannot be made. By foregoing the right of withdrawal, the purchaser can, according to his own choice, request a price reduction. Further claims by the purchaser against us and our vicarious agents are excluded, especially compensation for damages, which have not occurred to the delivery item. This does not apply insofar as the damage results from intent, gross negligence or lack of warranted characteristics.

VII. Reservation of title
1. All deliveries take place under reservation of title. The delivered goods remain, up until full payment of any bills receivable, even future bills receivable, which are outstanding between us and the purchaser, our property. The reservation of title also does not expire, if with an ongoing business relationship the current account balance should be temporarily settled with this amount by payment from the purchaser. The processing of the delivered goods always takes place under our account, without any liability resulting therefrom.
2. In connection with other items, the existing right of ownership or right of co-ownership is assigned to us. If the retention of title item is inserted as an essential component in a third party system, then the purchaser is liable to pay to us the resultant bills receivable by way of security at the level of the delivery bills receivable. The disposal of goods supplied by us by the purchaser is only permitted within the framework of a business operation. The purchaser relinquishes all bills receivable as a result of a resale to us. If resale takes place with other goods that do not belong to us, at an overall price, or if we only have co-ownership rights, then the purchaser relinquishes the bills receivable from the resale to us at a level corresponding to the fraction of the value of the goods subject to retention of title; any separate partial bills receivable accruing to us rank prior to the remaining bills receivable owing to the purchaser.
3. The purchaser is not entitled to any other availability of the goods subject to retention of title, in particular he may not mortgage them or assign them by way of capital. Prior to the access of third parties to goods subject to retention of title, we are to be informed immediately; the purchaser must, upon request, take all necessary steps to prevent this. The purchaser is obliged to maintain the goods subject to retention of title in good order and to store them with proper commercial care. The purchaser is, authorised to collect the receivable purchase price until a further announcement is made. At our request the third party purchasers are to be named. We are authorised to collect, at any time, the assigned receivable purchase price.
4. The assertion of the reservation of title by us, does not qualify as a withdrawal from the contract. The purchase conditions of the purchaser which contradict this reservation of title are hereby revoked. They are also not recognised, if we do not expressly revoke them when the order is received. If the value of the collateral granted to us exceeds our bills receivable by more than 25%, then we are obliged, at the request of the purchaser, to return or release the excess collateral.
5. The purchaser is obliged to protect the delivery item during the existence of the reservation of title against theft, breakage, fire, water and other such damage and to provide us with evidence thereof. If this is not implemented, then we have the right, to agree insurance at the expense of the purchaser.
6. The reservation of title and the protection accruing to us apply until complete release from any contingent liability (e.g. through payment in the so-called cheque-banker's draft procedure), which we have entered into in the interest of the purchaser.

VIII. Liability
1. Our liability extends only as far as the agreements forming part of these conditions, claims for damages against us and our vicarious agents, for whatever legal reason, due to negligence when the contract was concluded, violation of contractual secondary obligations and non-permitted misfeasance are excluded. This does not apply to the compensation for bodily injury or damage to health as well as damage to private property, which are governed by the liability regardless of negligence or fault of product liability law.

IX. Legal venue
1. The sole legal venue for all disputes directly or indirectly arising from this agreement is, at our discretion, our company's registered head office or that of the purchaser's, where the purchaser is a registered trader.

X. Final provisions
1. Complementary to the conditions is German law. German law applies exclusively even for deliveries to foreign purchasers.
2. If individual provisions of these general sales terms and delivery conditions become invalid, the remaining provisions remain in force. In place of the invalid provision, an effective provision that approximates its commercial intention as closely a possible shall be considered as agreed upon.