Terms and Conditions
Inclusion and Application
- The terms and conditions apply to all supply contracts, maintenance contracts, license agreements, project contracts and other similar contracts that TopM enters into with other entities. Other terms and conditions shall not apply and will not be considered part of the agreement.
Conclusion of Contract
- A contract will only be valid, when TopM confirms it in writing, in particular through an order confirmation or signing of a contract.
- The same applies accordingly to changes or additions to contracts.
- The performance specifications in brochures and the internet in principle only give an approximate description. Guarantees and contractual warranties only exist when they are explicitly stated.
Prices and Terms of Payment
- The indicated prices are understood to be exclusive of the statutory value-added-tax on the date of the delivery. The prices for our standard software given in our publications do not include installation, training or maintenance. Where necessary additional contracts must be concluded.
- TopM reserves the right to unilaterally by written declaration change the fee, the period of service and the period of calculation for continuous obligations (e.g., maintenance contracts or hotline agreements) within 2 months’ notice given at the beginning of a period of calculation. The amended conditions must be reasonable for the customer.
- Where agreed, TopM reserves the right to require partial payments when TopM services are invoices as incurred. When definable partial services have been rendered, these can be invoiced within one month. When a flat rate is charged, TopM is entitled to charge 20% of the contract value when the order is placed and 60% on installation.
- The client may offset payment only against uncontested or legally established claims.
- The customer is fundamentally responsible for the use of the services of TopM and for providing the system requirements, especially the necessary hardware and operating systems as well as possible further computer programs. This also applies to the availability of an internet connection, insofar as this is required for the intended use of the program, for the installation or for the maintenance.
- The customer must inform TopM about all relevant circumstances which are necessary for the provision of service.
License, Recovery Restrictions, Retention of Title
- The software only includes a simple non-exclusive right of use. It does not authorise to rent out or copy the software with exception of necessary backup copies. The license agreement that the parties enter into applies in addition and with priority.
- The merchandise that is to be transferred will remain the property of TopM until payment has been made in full for all claims to remuneration from a delivery or project contract
Warranty and Liability
- The warranty period is 1 year from the beginning of the statutory limitation period. The client agrees that minor errors will be fixed within the scope of regular program development.
- TopM shall be liable without limitation for damages from injury to life, body or health caused intentionally or as a result of gross negligence of TopM, their legal representatives and/ or vicarious agents as well as for other forms of damage on acceptance of a guarantee or due to wilful concealment of a defect.
- In case of deliberate or gross negligence of responsibilities whose compliance is of particular importance for the attainment of the contract purpose (cardinal obligations), TopM is liable without limitation. In case of minor negligence, we are only liable for contract-coherent foreseeable damages resulting from the breach of an essential contractual obligation. Further, the liability of TopM as a whole is excluded. This regulation applies to all claims for damages for whatever legal reason.
- Place of performance and jurisdiction is Bobingen.
- The law of the Federal Republic of Germany shall apply with exception of the UN purchase Law.