The deliveries and services of VSF Service GmbH to the respective contractual partner - hereinafter referred to as the customer - are based on these General Terms and Conditions (GTC).
Deviating or supplementary terms and conditions of the customer which have not been expressly accepted in writing by VSF Service GmbH shall be deemed non-binding, even if they are not expressly objected to. All supplements or amendments must always be made in writing.
1. conclusion of contract
1.1 Offers are always subject to change and non-binding.
1.2 Orders are accepted with their written confirmations under the following conditions.
1.3 Oral ancillary agreements always require written confirmation to be valid.
2. Performance / Delivery
2.1 The customer undertakes to provide VSF Service GmbH with all documents and information required for the provision of the service no later than four weeks after the conclusion of the contract. Otherwise VSF Service GmbH shall be entitled to provide the service to the extent that this is possible without the provision of this information and to invoice the customer for the service in full.
2.2 VSF Service GmbH shall only be liable for compliance with stated delivery periods and deadlines:
- if these have been expressly designated as binding by VSF Service GmbH and the customer has fulfilled his obligations in good time;
- VSF Service GmbH is itself responsible for the delay (see also 2.4);
If such a binding deadline is exceeded, the customer may set a grace period of one month in writing and withdraw from the contract after its fruitless expiry.
2.3 VSF Service GmbH shall be entitled to partial performance or delivery; these shall be accepted by the customer.
2.4 VSF Service GmbH reserves the right to extend, change and/or improve the services. VSF Service GmbH is also entitled to reduce the services if these are not expressly part of the ordered services.
2.5 VSF Service GmbH shall not be responsible for delays in delivery and performance due to force majeure and due to events that make it significantly more difficult or impossible for VSF Service GmbH to perform (this includes in particular strikes, lockouts, official orders, the failure of communication networks and gateways of other operators, pandemics, etc.), even in the case of bindingly agreed deadlines and dates.
2.6 In the event of service failures due to a fault outside VSF Service GmbH's area of responsibility, no refund of fees will be made. Furthermore, downtime will only be reimbursed if VSF Service GmbH or one of its vicarious agents or assistants is responsible for the fault or has caused the fault at least negligently and the downtime extends over more than one working day.
3. Terms of payment
3.1 All deliveries and services shall be invoiced at the prices valid on the date of conclusion of the contract. The respectively valid value added tax shall be added. Price changes and errors as well as printing errors are reserved.
3.2 The amount of invoices shall be payable without deduction within the period stated on the invoice. If no express payment period is specified, a payment period of 14 days shall apply. VSF Service GmbH is entitled to demand advance payment or an earlier due date for services or deliveries after prior consultation.
3.3 For dishonoured cheques or dishonoured or returned direct debits, the customer shall reimburse the costs incurred plus a processing fee of €10.00.
3.4 The customer must provide evidence of the unlawfulness of invoiced amounts. If the proof cannot be provided, VSF Service GmbH reserves the right to claim interest on arrears.
3.5 If the customer defaults on payment, all receivables shall become due for payment. In this case VSF Service GmbH may charge interest on arrears in the amount of 4% above the respective discount rate of the ECB. This also applies in the event of a significant deterioration in the customer's assets and cessation of payments.
4. Reservation of proprietary rights
4.1 VSF Service GmbH retains title to the goods delivered and/or the services rendered until the purchase price has been paid in full. If the customer is a registered trader, VSF Service GmbH shall retain title to the goods delivered and/or the services rendered until all claims arising or resulting from the business relationship have been paid in full; this shall also apply if individual or all claims of VSF Service GmbH have been included in a current account and the balance has been struck and recognised.
4.2 The customer is entitled to resell the reserved goods in the ordinary course of business. However, he is prohibited from assigning or pledging the goods subject to retention of title as security. VSF Service GmbH must be informed immediately of any third party dispositions, in particular seizures or assignments, and must be provided with the documents required for an intervention.
4.3 The exercise of the rights arising from the retention of title or a demand for surrender shall not be deemed to be a withdrawal from the contract.
4.4 The customer shall assign all claims arising from the resale of the goods and/or services to VSF Service GmbH. He is revocably entitled to collect these claims. At the request of VSF Service GmbH he shall disclose the assigned claims and their debtors. VSF Service GmbH shall be entitled to disclose the assignment to the customer's debtor.
4.5 If the goods and/or services subject to retention of title are combined with other items, VSF Service GmbH shall acquire co-ownership of the new item in the ratio of the value of the goods and/or services subject to retention of title to the other items at the time of processing.
4.6 In the event of a delay in payment or an expected cessation of payments by the purchaser, VSF Service GmbH shall be entitled to seize the reserved goods and/or services still in its possession. The employees of VSF Service GmbH must be allowed access to the business premises during office hours even without prior notification.
4.7 The retention of title shall be relinquished at the request of the purchaser if the security value exceeds the claims to be secured by more than 20%.
5. Contract duration / Terminations
5.1 If no other contract term is expressly specified by the tariff provisions valid at the time of the order or according to the order, contracts that include recurring or continuing services are concluded with a term of 12 months. In this case, the notice period is three months to the end of the contract term.
5.2 If no timely notice of termination is given, or if the contract is not a fixed-term contract, the contract term shall be extended by the same length. This shall be repeated accordingly for each new term.
5.3 The termination must be in writing to be effective. The notice of termination must be sent to VSF Service GmbH by post or by fax or e-mail as a PDF file, always with the customer's handwritten signature.
5.4 The right to terminate the contract without notice for good cause remains unaffected. Good cause for termination of the contract by VSF Service GmbH shall be deemed to be, in particular, a breach by the customer of legal prohibitions, in particular the breach of provisions under criminal law, copyright law, competition law, name law or data protection law, a delay in payment lasting longer than two weeks or for two consecutive dates or of a not insignificant part of the fees, the continuation of other breaches of contract after a warning has been issued by VSF Service GmbH, a fundamental change in the legal or technical standards on the internet if this makes it unreasonable for VSF Service GmbH to continue to provide its services in whole or in part, in the event of bankruptcy or composition proceedings concerning the customer's assets or in the event of the submission of an affidavit in lieu of an oath.
6. Property rights of third parties / Use by third parties
6.1 The customer must ensure that the goods and services provided to VSF Service GmbH for the execution of the order do not infringe any third-party rights when used in accordance with the contract. In the event of claims of third party property rights, the customer shall be notified and left to defend its rights.
6.2 VSF Service GmbH is entitled to carry out necessary changes at its own expense to delivered goods and/or services on the basis of third parties' assertions of property rights.
6.3 Direct or indirect use of the services and performances provided by VSF Service GmbH by third parties is only permitted with express written consent.
6.4 The customer shall also pay the costs incurred by authorised or unauthorised use of the Internet services by third parties within the scope of the access and use options made available to him.
7.1 As long as VSF Service GmbH fulfils its obligations to remedy the defects by rectification or replacement with defect-free goods or services, the customer does not have the right to demand reduction of the order or cancellation of the contract, unless the rectification has failed.
7.2 In the case of a commercial business transaction, the customer must inspect the delivery or service provided without delay. Recognisable defects and complaints must be reported within 14 days after delivery.
7.3 The customer shall bear the costs of an inspection by VSF Service GmbH if the notice of defect was unfounded.
8. Liability / Limitation of Liability
8.1 VSF Service GmbH shall be liable without limitation for damages in the event of gross negligence and intent on the part of its executive employees, in the absence of warranted characteristics and in the event of grossly negligent or intentional breach of main contractual obligations by its vicarious agents. In the event of culpable breach of other contractual obligations by executive employees or culpable breach of main contractual obligations by simple vicarious agents, VSF Service GmbH shall also be liable for damages, but not for damages that are atypical for the contract and therefore hardly foreseeable. Otherwise, the claim for damages is excluded, unless a mandatory statutory provision is opposed to this. The purchaser's obligation to avoid damage, in particular in the event of data/file loss or errors, remains unaffected.
8.2 VSF Service GmbH is not liable for the information transmitted via its services, neither for its content, completeness, correctness or up-to-dateness, nor for the fact that it is free of third-party rights or that the sender is acting unlawfully by transmitting the information.
8.3 The customer shall be liable for all consequences and disadvantages incurred by VSF Service GmbH and third parties as a result of the improper or illegal use of the services provided by VSF Service GmbH or as a result of the customer failing to comply with his other obligations.
9. Data protection and liability for data
9.1 VSF Service GmbH is entitled to process, store and evaluate the data received in connection with the business relationship.
9.2 VSF Service GmbH shall equip all its hardware that comes into contact with the customer's data with standard and up-to-date security architecture and structure, as well as appropriate software, in order to prevent data misuse. VSF Service GmbH shall only be liable for data misuse by third parties of and with the customer's data if it has grossly violated or disregarded its obligations with regard to the requirements of data security. This applies both to data on the hardware of VSF Service GmbH itself and to software that is transferred to the customer's hardware in the course of data exchange and causes damage there.
10. Final provisions
10.1 German law shall apply to all contractual relationships.
10.2 The place of performance for all deliveries and services is the registered office of VSF Service GmbH. The exclusive place of jurisdiction for all legal disputes arising from contracts concluded with customers shall be the competent court nearest to the registered office of VSF Service GmbH.
10.3 Should any of the above provisions be invalid, the statutory provisions shall apply.