Getslash - IT-Consulting

General Terms and Conditions for Business, Sales and Delivery of Getslash GmbH – hereinafter known as “Getslash”

1. Scope
  These General Terms and Conditions for Business, Sales and Delivery apply to all offers and contract conclusions at Getslash that regard services, sales and the transfer of usage rights for hardware and software, including future transactions.
Any alternative provisions by the contractual partner, particularly the partner’s terms and conditions, shall not be part of the contract unless we have expressly acknowledged these in writing. This applies even if we do not object in individual cases or if the contractual partner tells us that third-party terms and conditions of business apply only when confirmed.
   
2. Quotes, order confirmation
2.1 Our quotes are subject to change. Once orders are placed, customers shall be bound to them for 8 weeks. The order is only considered accepted once we have confirmed it in writing or the delivery has taken place.
2.2 We reserve the right to make changes to the models, systems and their equipment features as long as this does not constitute an unreasonable change to the contractual item for the customer.
   
3. Prohibition of assignment
  All of the customer’s claims and rights from all transactions conducted with us are non-transferable. Transfers shall only be valid with express written permission from Getslash. This also applies to transfers made to parent companies, affiliates and subsidiaries.
   
4. Offsetting prohibition
  Customers may only offset claims from Getslash with receivables that have been legally established and are undisputed.
   
5. Prices
5.1 As soon as a delivery period longer than 4 months from the conclusion of contract is established, the applicable prices at the time of delivery shall be calculated. This does not apply to continuing obligations. Services shall be calculated based on the applicable price list, and component usage shall be calculated based on the component price.
5.2 Prices are ex main distribution office, without packaging.
   
6. Delivery
6.1 If Getslash does not provide delivery within the established time, the customer can refuse fulfillment of the contract, after providing a warning and setting an appropriate grace period. In the event of force majeure, Getslash shall be entitled to postpone the performance for the length of the hindrance plus a subsequent setup time or, if the performance becomes factually or economically impossible, to withdraw from the contract. In commercial transactions, this applies even if Getslash does not receive a delivery within an appropriate time and can demonstrate that Getslash itself had concluded a contract with a supplier regarding the contractual item.
6.2 Partial deliveries are permissible.
6.3 Deadlines shall only be binding if they are expressly agreed in writing as such. The delivery period shall begin on the date when Getslash confirms the order.
6.4 If the customer is in default with acceptance, Getslash shall be entitled to refuse fulfillment of the contract after an appropriate grace period has lapsed with an appropriate warning, and to request damage compensation.
6.5 If the shipment is delayed at the customer’s request, the customer’s acceptance default shall begin when the customer receives the written notice of shipment readiness. Furthermore, in this case Getslash shall be entitled to invoice the customer for the resulting storage costs. In this case, the risk of damage or destruction of the purchased item is transferred to the customer when the shipment readiness notice is provided. The same applies in the event of acceptance default.
6.6 Getslash reserves the right to choose the shipping method.
6.7 If Getslash bears the transport risk, the customer must immediately inspect the shipment for transport damages and must inform Getslash of any damages or losses, in the form of a damage report from the freight forwarder and a written notice to be signed by the customer. The damaged delivery items shall be kept in the same condition as when the damage was discovered, for inspection by Getslash or the respective manufacturer. If acceptance is required, the customer shall set a deadline for joint acceptance no later than 4 weeks after the delivery or permissible partial delivery of an independent part of the performance. This deadline must occur within 4 weeks. By the deadline, the customer must perform the required cooperation activities. If an acceptance deadline is not provided, the delivery is still considered to be accepted and approved by the customer.
   
7. Payment
7.1 Payments may only be made directly to Getslash or to persons authorized in writing by Getslash. Invoices shall be payable net within 10 days of the invoice date. Checks and bills of exchange shall be accepted as payment, if at all, and shall only be considered payment once they have been cashed. Discount charges and fees shall be borne by the buyer.
7.2 Accessories and replacement parts, repairs and software services shall only be delivered or performed for net cash or cash on delivery unless a software maintenance contract has been concluded.
7.3 If goods are accepted as payment for part of the agreed purchase price, any agreed payment rebate can only be granted for the remaining amount.
7.4 Regardless of any provisions by the customer, we shall be exclusively entitled to decide which of multiple receivables shall be offset by incoming payments.
   
8. Reservation of title
8.1 The delivery item shall remain the property of Getslash until all of Getslash’s claims from this contract have been completely fulfilled. Goods may only be resold if the reservation of title is transferred. In the event that the buyer does not transfer the reservation of title when the item is resold, the buyer shall assign its claims against the purchaser to Getslash. If the contractual item is further processed, Getslash shall be considered the manufacturer in the sense of § 950 Para. 1 BGB (German Civil Code). If the purchased item is combined with other items belonging to the buyer, Getslash shall obtain proportional ownership of the new item. The delivery item may not be pledged or assigned by way of security before the purchase price has been paid in full. In the event of seizure, confiscation or other measures by third parties, Getslash must be informed immediately. The court bailiff shall be authorized to release the goods to Getslash once the seizure has been suspended.
8.2 In the event of default, Getslash may request the release the item subject to reservation of title within an appropriate period and may dispose of the item elsewhere; once the buyer provides payment, Getslash shall deliver a new item to the buyer within an appropriate period of time.
8.3 The buyer must properly store the goods belonging to Getslash, and must insure them appropriately.
8.4 While the reservation of title is in effect, the purchased item may only be used within the Federal Republic of Germany and cannot be removed from the specified area.
   
9. Liability
9.1 Getslash shall have unlimited liability for damages due to defects of title or a lack of guaranteed characteristics.
9.2 Furthermore, Getslash shall have unlimited liability for intent and gross negligence by its legal representatives and management employees. For violations by other assistants, Getslash’s liability shall be limited to five times the annual maintenance fee and to damages that would typically be expected to arise in the context of a software handover.
9.3 Getslash shall only be liable for slight negligence if an obligation is violated that is particularly significant for achieving the purpose of the contract (cardinal obligation). If a cardinal obligation is violated, Getslash’s liability shall be limited to five times the respective contractual amount and to damages that would typically be expected to arise in the context of the contract.
9.4 Liability for data loss is limited to the typical cost of restoring data if regular, risk-appropriate backups had been created.
9.5 Liability as per the Product Liability Act shall remain unaffected (§ 14 Product Liability Act).
   
10. Warranty
10.1 The customer is aware that, according to the state of the art, faults in the contractual items cannot be excluded, particularly in the programs and other associated materials.
10.2 The warranty shall not apply to defects caused by a modification or expansion of the contractual items by the customer, unless the customer can demonstrate that such modifications or expansions did not cause the defects. The same shall apply to the use of contractual items in systems and devices that were not reported to Getslash in advance, together with the respective manufacturer, the type used in this context, and the manufacturing date.
10.3 Complaints due to incomplete or incorrect deliveries as well as recognizable defects must be reported by the customer in writing immediately after receiving the delivery.
10.4 Getslash shall rectify defects free of charge within an appropriate period if the customer reports these in writing in demonstrable form. For software and hardware, Getslash shall have at least 5 rectification attempts each. If Getslash cannot establish the defect during the inspection, the customer shall bear the costs of the inspection, particularly in the event that programs are used incorrectly or if there are other disruptions not caused by Getslash.
10.5 In the event of defects, Getslash shall repair the contractual item subject to the complaint, either at its own business premises or at the installation site, at its own discretion. Getslash can also fulfill its defect rectification obligations by providing the customer with a replacement item.
10.6 In the event that the rectification or replacement delivery fails, the customer can choose to reduce the compensation or withdraw from the contract, at the customer’s discretion. Further claims by the customer, particularly claims for damage compensation, are hereby excluded unless the damage was caused by Getslash or its assistants through intent or gross negligence.
10.7 The defect warranty shall not apply to natural wear and tear, nor to damages caused after the transfer of risk due to incorrect or negligent handling, excessive loads on unsuitable operating resources, chemical, electrochemical, electrical or atmospheric influences.
   
11. Non-acceptance compensation
  In the event that the contract is not fulfilled for reasons that are the customer’s responsibility, Getslash can request damage compensation equal to 25% of the expected invoice total. The damage amount shall be increased or reduced if Getslash can demonstrate greater damages or the customer can demonstrate lower damages.
   
12. Additional conditions for software deliveries
12.1 The installation of standard, individual and operating software as well as data carriers for individual programs shall be borne by the customer, along with any training and orientation measures.
12.2 Acceptance: When software is delivered, the customer shall be given the software in the context of an acceptance test; after this test, the customer shall confirm acceptance in writing. Acceptance is considered to be granted if the customer does not object in writing within 4 weeks of the installation.
12.3 The customer is not permitted to modify the program or to have third parties do so. The warranty shall not apply to defects caused by such modifications.
12.4 If it is determined that disruptions or defects are not subject to the warranty obligation, Getslash shall be entitled to invoice the customer for any costs resulting from the fault investigation.
   
13. License
13.1 If Getslash is the software manufacturer, delivery shall take place under the conditions of the software licensing agreement that accompanies the delivery, as long as no alternate regulations have been established in the underlying contracts. In addition, the conditions of the software licensing agreement can be found on the respective data carrier where the software is saved.
13.2 If third-party software is sold, the respective licensing conditions of the third-party manufacturer shall apply; some of these are found on the respective data carriers where the software is saved, and some are provided in written form.
   
14. Severability clause
  If individual clauses of these Terms and Conditions of Business or the concluded contract should be or become invalid, the remainder of the contract shall remain valid, as shall these General Terms and Conditions. In the event that an individual provision is invalid, the parties must replace the invalid provision with a clause that as closely as possible approximates the economic intent.
   
15. Choice of law
  All contracts concluded with Getslash and their execution are exclusively subject to German law. The uniform law on sales of goods and the UN Convention on Contracts for the International Sale of Goods are hereby explicitly excluded.
   
16. Written form
  Any changes or additions to the contracts concluded with Getslash must fundamentally be in writing in order to be valid.
   
17. Place of jurisdiction
  The place of jurisdiction for all disputes in conjunction with this contract shall be the respective district or regional court responsible for Oelde. However, each contractual partner is also entitled to bring legal action against the other at the latter’s general place of jurisdiction. This jurisdiction clause shall only be part of the contract if the customer is an entrepreneur, a legal entity under public law, or a special fund under public law.

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