General Business Terms and Conditions of Suchy MIPS

• General Area of Applicability

  • The present General Business Terms and Conditions will apply to all products, contracts, supplies and other services from Suchy MIPS. Different regulations from customers, suppliers or contract partners are hereby expressly rejected. All side agreements will require written confirmation from Suchy MIPS. In principle, installation and use in accordance with the state-of-the-art are required for our hardware and software products.

• Area of Applicability in the Narrow Sense

  • • The expression “Program” will comprise the original program as well as copies and parts of the same, including those which are connected with other programs. A program consists of machine-readable instructions, audio-visual contents (illustrations, texts, recordings or pictures) and the associated licence materials.

    • The BENS devices are network devices which serve to print barcodes and unicode symbols on PCL printers and can possibly assume not yet defined tasks. Suchy MIPS is the owner of all rights to the programs of the RBarc Series as well as to the BENS devices.

• The Programs of the Rbarc Series: Use and Licences

  • The case of program use will be established when one of the programs has been installed on any particular SAP system of the Licensee.

    The licensing of the program is bound to the number of devices used by the Licensee to generate barcodes.

    Suchy MIPS will grant the Licensee a non-exclusive, limited and revocable licence for the use of the program. The invoice issued to the Licensee for the program will be applicable as documentation of the licence. If multiple licences have been issued to the Licensee, the conditions of use will apply for each of the licences individually.

• Limitation of the Licence Rights

  • The Licensee will be authorised to prepare a backup copy of the particular program acquired.
    The Licensee will transfer all copyright notes onto every complete or partial copy of the program. It may be used exclusively (this will also apply to part components) for purposes for which it has been intended by Suchy MIPS.
    The Licensee will not be authorised

    • to use, to copy, to process or to transfer the program in ways other than those described herein;

    • to convert the program into another form of expression or to translate it in another way unless such a conversion is legally prescribed;

    • to rent or to lease the program or to grant sublicences to the program;

    • to include the program or one of its parts in its own programs, unless this has been expressly agreed in a written contractual form for the program versions foreseen for this purpose (so-called developer tools).

• Cancellation of the Licence

  • The licence can be terminated at any time. In this case, all rights to the program will expire. The Licensee will be entitled to preserve a copy of the program in its archives. Suchy MIPS retains the right to serve notice to terminate the licence in case of a violation of these conditions for use. In such a case, all rights to the program will expire and the Licensee will destroy all copies of the program.

• Transfer of the Licence

  • The Licensee will be authorised to transfer the licence to third parties unless otherwise agreed in writing.

    In the case of the transfer of a licence, the Licensee will hand over copies of these conditions for use, the licence information, any and all licence documentation, the proof of the licence and the original data carrier with the program concerned to the third party. The licence of the previous Licensee will expire with the handover. All copies of the program handed over must be destroyed without delay by the previous Licensee.

    If several programs are licensed together (as a package), they can also be transferred only in their entirety.

• Delivery, Deadlines, Installation and Instructions

  • The place and time of the delivery of products and the performance of services will be established in mutual agreement. Deadlines will be binding only if they have been confirmed bindingly by Suchy MIPS in writing in each case. Software will be delivered in executable form and with user documentation (e.g. on data carriers or via Internet).

• Transfer of Risk of Loss, Retention of Ownership and Transfer of Rights

  • The risk of loss will be transferred to the customer with the handover. Suchy MIPS will retain the ownership until the complete payment of the agreed remuneration. With its payment, the agreed rights of use to the products will be transferred to the customer.

• Prices, Payment

  • There are no minimum order quantities. None of our prices include the statutory value-added-tax, to the amount of 19% at the present time. The current payment conditions will be stated on the invoice in each case. As a rule, 2% discount for payment within 2 weeks will be applicable; 2 weeks net, no discount, for negotiated project prices.
    Customs duties, taxes and other fees are also to be paid, unless the appropriate documentation for a relief can be presented.

• Delivery Times

  • Goods which are available in inventory (we will not be liable for transport problems) will be shipped within five (5) days. If the goods are not available when ordered, we will make efforts for the fastest possible delivery. If the non-compliance with a delivery or service deadline is attributable to force majeure, labour disputes, unforeseeable hindrances or other circumstances which are not our responsibility, the deadline will be extended appropriately. In the case of non-compliance with a delivery deadline for reasons other than those given above, the purchaser will be entitled to set an appropriate later deadline in writing with the threat of rejection and, after its expiry without results with respect to the agreed delivery or service, to withdraw from the purchase. If the impossibility of delivery is based on the inability of the manufacturer or one of our suppliers to deliver, both we and the customer will be able to withdraw from the transaction, provided that the final delivery date agreed upon is exceeded by more than one month. Claims to compensation for damages because of delay or impossibility and/or non-fulfilment will be excluded, also those which are incurred until the withdrawal from the contract.

• Testing Conditions for Full Versions From Suchy MIPS Software as well as BENS Devices

  • If the full version of a program or device is made available to an interested party for testing in the context of a project, the following conditions will apply:
    The testing will be granted for one month (test duration) from the delivery date (in accordance with the delivery slip). An offer for the acquisition of the particular product after the expiry of the test phase will be made with the delivery of the test version and/or the test device respectively.
    The testing of products dedicated for the SAP-System of the customer will be subject to a fee. The price will amount to EUR 500.00 for each program or device. The fee will become due for payment immediately after the receipt of the invoice for the testing.
    Suchy MIPS will offer the test purchaser technical support during the testing phase.
    The programs made available for testing are intended exclusively for installation on test systems.
    The test purchaser will be able to return the program and/or the test device respectively after the expiry of the testing phase. In this case, it will send the original data carrier and/or the originally packaged test device respectively back without delay and will confirm in writing that the program has been deinstalled and all copies have been destroyed. No fees will be reimbursed on the return. The shipper's date stamp will be applicable as the return delivery date.
    If the program and/or the test device is not given back immediately after the expiry of the test duration or if the device has been seriously damaged through negligence by the test person in such a way that it can no longer be used, an invoice will be issued automatically in accordance with the previous offer and the costs for the testing will be credited. The costs for testing will be credited only when the program or the test device is acquired immediately after the testing. If the program or the test device is returned after testing and acquired at a later point in time, the costs for the earlier testing will not be credited.

    Some of our products are protected by a license key.After the installation, the customer has usualy 30 days time to test. After this period, the customer must purchase the program to enable the product with the delivered license key. If the product will not be purchased, then some important function will be disabled automatically after the 30 days test period. In this case, the customer is not obligated to deinstall the programm or sending it back to us.

    Special agreements will be made in writing.

• Limitation of the Guarantee

  • Suchy MIPS guarantees for her products - until the guarantee period of one year has expired. To the extent that Suchy MIPS accepts a guarantee in dealing with end customers (12 months as a rule from delivery to the end customer), the Suchy MIPS guarantee period in dealing with end customers will be extended by the time interval between the delivery to the partner and the delivery to the end customer, but six months at the most (e.g. a guarantee period will amount to up to 18 months from delivery to the sales partner with a guarantee period of 12 months). This limited guarantee will be valid only for the functional scope which is stated in the accompanying product documentation. To review the guarantee of the particular product, we ask the purchasers and sales partners respectively to use our Online Service for reviewing the guarantee status.
    Suchy MIPS will assume no liability for a product return if it becomes apparent that the damages stated do not exist or have been caused by misuse, improper installation, changes to the device (including the removal or mutilation of labels as well as the opening or removal of the housing or parts of the housing, unless Suchy MIPS has expressly approved this), through accidents or improper handling while the device was not in the possession of Suchy MIPS. The Suchy MIPS guarantee will become null and void for products which we received modified, damaged or packaged in a manner not complying with the specification. All products will be inspected by us after their receipt.
    In the case of complaints, the date of purchase must be documented with an invoice. The article subject to complaint must be sent with adequate postage together with a copy of the invoice and an extensive description of the fault. If a description of the fault is not enclosed, the handling of the goods subject to guarantee can be delayed substantially. The guarantee will not cover the normal wear and tear. During the guarantee obligation, Suchy MIPS will have the right to make repairs at no cost. Partial or complete replacement of the article will be permitted If the faults are not eliminated within an appropriate deadline, the purchaser will be entitled to cancellation or reduction of the cost. Credit notes will be issued only in exceptional cases after receipt of the goods at Suchy MIPS and will be effective only if there is a written agreement. In the case of a credit note, only the current value of the goods will be reimbursed. The guarantee exchange can last up to 8 (eight) weeks.
    The programs in the Rbarc series have been conceived exclusively for use with SAP systems. These systems are very complex and involved to configure. Suchy MIPS has placed the greatest value on testing these programs thoroughly. Nevertheless, fault-free function cannot be guaranteed under all conditions. To exclude problems from the beginning as much as possible, the Licensee will not use the program immediately in the productive SAP system, but first install it on a test system to ensure that the program behaves in accordance with the specification in this particular EDP environment. This includes implementation tests, printing tests, performance measurements, etc. The Licensee will perform the installation on the productive SAP system under its own responsibility and make efforts to ensure that the restoration of the initial condition is possible.

    Suchy MIPS will guarantee that her programs complies to the specifications if used correctly in the operating environment stated.

    The Licensee will be entitled to return the program to Suchy MIPS or the sales office against reimbursement of the purchase price if Suchy MIPS is not in the position to eliminate a technical program malfunction observed.

    THIS GUARANTEE REGULATION WILL REPLACE ALL PREVIOUS GUARANTEE CONDITIONS INCLUDING THOSE APPLICABLE IMPLICITLY IN ACCORDANCE WITH THE PRINCIPLE OF USUAL BUSINESS PRACTICE.

• Patent or Copyright Violations

  • We will be liable for damage on the basis of the violation of any patent or other protected rights if we knew or should have known that such exist and that the Licensee is exposed to the claims of third parties as a result of this. Our liability with respect to the amount will be restricted in principle to the invoice value of the goods.

• Liability

  • The entire liability of Suchy MIPS for a defective product will not exceed the purchase price of the defective product in any case. This limitation will also be applicable to the case in which Suchy MIPS cannot repair or replace a defective product or refuses to do this and its exclusive compensation does not fulfil its important purpose.
    Suchy MIPS will not be liable for special, indirect or other consequential business damages (including lost profit or lost savings), even if Suchy MIPS has been informed of the possibility of such damages. Some legal systems do not permit the exclusion or the limitation of consequential damages, so the restrictions and exclusions are not applicable.

    In any case, Suchy MIPS will not be liable for:

  • the loss of or damage to data or

  • any claims to compensation for damages based on the claims of third parties.

• Place of Jurisdiction

  • The place of fulfilment for all obligations under this contractual relationship will be Munich. The entire contractual relationship will be subject to the law of the Federal Republic of Germany and the place of jurisdiction will be Munich.
    The Licensee will commit itself to observe all applicable export laws and regulations.
    Claims under contractual agreements will expire within two (2) years after they are established.

• Safeguard Clause

  • Should individual conditions these General Business Terms and Conditions be or become invalid, the remaining conditions will still be effective.
    
    Suchy MIPS
    Schichtlstraße 32A
    81929 München
    Germany