The following standard contract terms shall apply to all deliveries and offers of NewLine Soft GmbH (named "NewLine Soft" throughout this document). Counter-confirmations of the buyer with reference to its own standard or sales terms and conditions are hereby objected to. Any deviations to these standard terms shall only be effective if NewLine Soft has confirmed such deviations in writing.
2. Offer and Object of the Contract
Our offers shall not be binding in relation to performance, quantity and collateral performance. The offer regarding quantity of supply shall be limited to the inventory on hand and is made in the form of a non-specific obligation limited by individual contract. We hereby expressly reserve the right to make technical modifications.
3. Prices, Postage and Packaging, Partial Delivery
(1) Generally, our prices shall be those referred to in our product basket on our website at the time of order. Prices that deviate from this, which may be seen on pages that were downloaded from intermediate storage facilities (Browser-Cache, Proxies), may not be current and are thus invalid. It is not possible to save our product basket temporarily. We reserve the right to correct prices that result from typographical errors or errors in calculation. In the absence of any express agreement in writing to the contrary, our prices shall be effective from the distribution centre excluding packaging, freight or possible cash on delivery charges. All prices on our website exclude statutory VAT. VAT will be added to the prices on the final invoice in as far as the customer does not chose any non EU country as the country of delivery or, as a company within the EU but outside Germany, does provide a valid VAT-No. In this second case the application of the VAT reduction is subject to verification of the VAT-No. and can therefore be delayed by 1 to 2 working days.
(2) Packaging materials shall become the property of the customer and will be charged by NewLine Soft in the postage and packaging costs.
(3) Costs for postage and packaging are to be borne by the customer. They will depend on the form of shipment, form of payment, weight and shipping destination. They will be calculated and displayed in the product basket prior to any online order or, in the event of an order by telephone, they shall be quoted and shown separately on the invoice. The mode of shipment shall be chosen by the customer or, in the absence thereof, by NewLine Soft according to the most feasible arrangement. An overview of the applicable shipment and payment options as well as the relevant prices shall be published on our website. (see http://www.embedded-inet.com/shop/shipping.php)
(4) In the event of partial shipments that have been arranged or offered by NewLine Soft, follow-up shipments shall be made free of shipping charges. In the event that a customer wishes for shipment in specific lots, the additional costs for the shipment of each lot shall be borne by the customer
4. Delivery Period
(1) The delivery periods are dependent on the products and are displayed on our website through symbols and specific comments for each product. In the event that a delay occurs after an order has been made, the customer shall automatically be informed by e-mail. Provided that he is the consumer, the customer is entitled to cancel his/her order or to make modifications to such order free of charge at any time before the product is delivered, unless otherwise agreed.
(2) In the event that delivery is impossible, without this being the responsibility of anyone, NewLine Soft shall be entitled to terminate the contract. The customer shall not be entitled to damages as a result thereof.
5. Passage of risk and warranties
(1) If the customer picks up the goods at the premises of NewLine Soft, then the risk of accidental loss or accidental damage to the goods shall pass from NewLine Soft to the customer at the time when the goods are transferred to the customer. In all other cases, this risk shall pass to the customer as soon as the goods have been delivered to the customer by the company that was commissioned to deliver the goods.
(2) The warranty period shall begin at the time when the goods are delivered. The statutory warranty provisions shall apply. Provided that the customer is the consumer, the periods of limitation for statutory claims for defects shall be two years.
(3) If the customer is a merchant the limitation period for warranty claims is one year.
(4) NewLine Soft shall not be liable for normal wear and tear of the good or defects which are a result of incorrect or negligent handling or treatment or which are caused by unusual conditions of use.
(5) If the delivered item has been repaired or modified by the customer or by a third party without written approval by NewLine Soft, all warranty rights shall expire. Sentence 1 shall not apply if the customer proves beyond doubt that the defects at issue have not been caused by the modifications carried out by him or the third party. If the customer is a consumer, i.e. any natural person who enters into a legal transaction for a purpose which can be attributed neither to his/her commercial or independent professional activities, then during the first 6 month after the passing of the risk it will be presumed that the item was defective at the passing of the risk pursuant to § 476 of the German Civil Code.
(6) Alterations of design and form which are a result of technology improvements or demands of the legislature shall be reserved during the delivery period, provided that the item to be delivered is not substantially altered or modified and that the customer can reasonably be expected to accept such modifications.
6. Restrictions on Liability
(1) The following restrictions on liability shall not apply to damage which occurs as a result of intentional acts or gross negligence or damage to life, body or health.
(2) Irrespective of their legal basis claims for damages which are directed either against NewLine Soft or its agents shall be limited to the amount which NewLine Soft reasonably expected to receive at the conclusion of the contract. Where the damage does not result from the violation of an essential contractual obligation, the amount of damages shall be limited to a maximum amount of ten times the contractual value. The customer shall be responsible for the safe storage of its data. NewLine Soft is only liable for those expenses, which are necessary for the recovery of data presuming regular backups undertaken by the customer.
(1) Unless otherwise agreed, all invoices by NewLine Soft shall be payable immediately without any deductions.
(2) The customer shall be entitled to choose among several different payment options which shall be offered depending on the order amount, the mode of delivery, the shipment address, and the preferences specified in the customer's account. The various possibilities are displayed in the product basket and are described in the info area of our website (see http://www.embedded-inet.com/shop/shipping.php#payment).
(3) NewLine Soft hereby reserves the right to fill the order only against cash on delivery or payment in advance in individual cases or in the event that a bank or an offeror of the respective payment mode has rejected payment. In such cases, the customer shall be entitled to accept or revoke his/her order.
(4) Costs which arise as a result of reversing a payment transaction for lack of funds or as a result of data transmitted incorrectly by the customer shall be charged to the customer.
(5) Bills of exchange or cheques shall only be accepted as payment and can be refused at any time. In each case, the acceptance of cheques or bills of exchange shall be deemed to constitute payment only after they have been cashed. In the event that a bill of exchange is accepted, the normal discount and collection fees shall be charged; they shall be due immediately.
(6) In the event of default of payment, NewLine Soft shall be entitled to charge interest of at least 5 percentage points above the applicable base rate contained in the Discount Rate Transfer Act (Diskontsatz-überleitungsgesetz), but at least 6 % p.a.
(7) Any set-off of counterclaim shall not be permitted unless proven at law or if accepted by NewLine Soft. The retention of payments by the purchaser for counterclaims resulting from unrelated contracts shall be excluded.
8. Reservation of Title
All items delivered by NewLine Soft remain its property until such items have been paid in full and all claims resulting from any given transaction have been met.
This shall also apply to conditional claims as well as to intellectual property, that has been created by NewLine Soft as a service provider.
If the customer is a business or merchant, the following provisions shall apply: seizures by third parties of items owned or co-owned by NewLine Soft must be notified by the customer immediately. Any costs arising in relation to judicial proceedings or settlement out of court which NewLine Soft undertakes to secure its rights shall be borne by the customer. The customer shall assign as a security all claims (including all claims for balances under the current account) which arise in connection with the items being sold on or on any other legal grounds to NewLine Soft. The customer is hereby irrevocably entitled to collect on its behalf and for its account all claims assigned to NewLine Soft. This direct debit authorisation may be revoked if the customer does not meet its payment obligations in an orderly manner.
(1) In the event that the financial situation of the customer deteriorates substantially to the extent that his/her ability to meet payments is in doubt, NewLine Soft shall be entitled to rescind the contract or to withhold its delivery and performance and to grant the customer a reasonable period within which he/she shall render advance payments or provide security. After the expiration of such period, NewLine Soft shall be entitled to rescind the contract.
(2) Provided that the customer is consumer, he/she shall be entitled to rescind the contract at any time until the goods have been delivered, unless otherwise agreed. The customer is not required to give reasons for rescinding the contract.
10. Revocation and Obligation to return the Goods
The following provision shall apply only to consumers, i.e. any natural person who enters into a legal transaction for a purpose which can be attributed neither to his/her commercial or independent professional activities:
(1) The customer may revoke his/her declaration to conclude a sales contract within a period of two weeks in textual form (e.g. by letter, e-mail, facsimile) without stating a reason or by returning the goods . The term commences upon receipt of the goods. The timely despatch of the revocation or the goods shall be deemed sufficient for compliance with the revocation term. The revocation shall be addressed to:NewLine Soft GmbH
(2) In the event of effective revocation, the services received by either party shall be returned and any benefits that may have been accrued shall be released. Goods capable of being sent by parcel shall be sent back. The customer shall bear the costs of the return shipment in the event of a return of goods from a delivered order with a total value of up to € 40, if the goods delivered are as ordered. Otherwise we shall bear the costs for the return shipment by regular post. Any goods that cannot be sent by post shall be collected from the customer.
(3) If the customer is unable to return the received goods either in total or in part or only in deteriorated condition, the customer shall indemnify us for the loss in value, if applicable. This shall not apply in the event that the deterioration of the surrendered goods is due to the inspection of the goods – as it would have been possible in a shop. The customer may, moreover, avoid such liability of indemnification if he refrains from using the goods as if he owned them and further refrains from any action that would diminish the value of the goods.
(4) Any returns of audio or video recordings or software shall only be accepted if the items are sealed; hardware which is accompanied by sealed software shall only be accepted if the software is sealed.
11. Assignment of Claims
The customer shall not be entitled to assign his/her claims under this contract.
12. Data Protection
(1) Our data protection procedures are in conformity with the Federal Data Protection Act (Bundesdatenschutzgesetz – BDSG) and the Teleservices Data Protection Act (Teledienstedatenschutzgesetz – TDDSG).
(2) The customer hereby authorises NewLine Soft and agrees that NewLine Soft may process, store and evaluate, within the scope of the current data protection laws, the customer data which it receives in connection with the business relationship.
(3) NewLine Soft saves and uses personal customer data to process orders and potential complaints. NewLine Soft shall use the customer’s e-mail address only for information letters which accompany the orders, for customer care purposes and, if desired by the customer, for its own newsletters.
(4) NewLine Soft shall not forward any personal customer data to any third parties. An exemption hereto exists for such service partners which require the transfer or data to process its orders. In these cases, the scope of the transmitted data shall be restricted to the necessary minimum.
(5) The customer shall be informed about and be given the opportunity to correct, block and delete his/her personal data.
(1) These standard terms and conditions contain all rights and obligations of the contract parties. Any other agreements or declarations of intent by the contract parties must be in writing. This shall include any amendment to or modification of this form requirement.
(2) If the customer is a merchant or does not reside within the European Union, Starnberg shall be the exclusive venue for all legal disputes between the contract parties, including all lawsuits in connection with bills of exchange and cheques.
(3) The laws of the Federal Republic of Germany shall exclusively apply. The provisions of the UN Convention on the International Sale of Goods shall not apply. Regarding commerce with end-consumers within the European Union, the relevant laws of that country may also be applicable, provided that it concerns obligatory comsumer rights provisions.
(4) In the event that one or several of the above provisions is or becomes invalid, the validity of the remaining provisions shall not be affected. Invalid provisions shall be replaced by such provisions which are valid and come closest to the commercial purpose intended by the parties.
c/o NewLine Soft GmbH
Tel.: +49 (0)2562 949 65 49
Fax.: +49 (0)2562 949 65 04