General Terms and Conditions

General Terms and Conditions

of the company

visuSolution GmbH

Lüderitzer Weg 6
39517 Tangerhütte
Ortsteil Brunkau

1 Area of validity

(1) Deliveries and services of visuSolution GmbH (in the following named “vS”) are based on these general terms and conditions.

(2) These general terms and conditions are valid for companies and consumers.

(3) Companies in the sense of these terms and conditions are natural and legal persons or partnerships with legal capacity who enter into a business relationship with vS in the exercise of their commercial or independent professional activity. Consumers as defined by these terms and conditions are natural persons who enter into a business relationship with vS without this being assignable of their commercial or independent professional activity.

(4) We only accept conditions of the customer which contradict or deviate from our terms and conditions if we expressly agree to their validity in writing.

2 Offer and conclusion of contract

If an order is to be regarded as an offer in accordance with § 145 BGB, we can accept it within two weeks.

3 Products / Software

(1) Our products are subject to technical progress. We reserve the right to make technical changes and changes to the shape, colour and unit of weight within reasonable and customary commercial limits.

(2) The customer agrees that software is complex and not completely error-free. We do not take over any guarantee for the correctness of software. The customer is authorized to use the software in the purchased number of authorizations.

(3) As a precautionary measure, visuSolution expressly points out that quality agreements according to the issued product descriptions take precedence over objective requirements.

(4) All Programs remain property of the seller. Programs, documentation and subsequent additions may not be made accessible to third parties without the previous written consent of the seller and may also not be copied or duplicated in any other way for own purposes unless a backup copy is made.

4 Prices and Terms of Payment

(1) Only the prices listed in the order confirmation of visuSolution are valid. Additional services will be charged separately.

(2) All prices are net prices without sales tax, which the customer has to pay in addition in your respective legal height.

(3) As far as nothing else has been expressly agreed, the prices of visuSolution apply ex works. Packaging and shipping cost will be charged separately.

(4) Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in wage, material and distribution cost for deliveries made 3 months or later after conclusion of the contract.

(5) Payments must be made within 14 days of the invoice date unless otherwise agreed. For the on-time payment it depends on the date of receipt of the money.

(6) If the customer is a merchant, visuSolution is entitled to demand default interest of 8 (5 for consumers) % above the base interest rate p.a. from the due date, without prejudice to the possibility of claiming higher actual damages.

(7) The customer only has the right to offset if their counterclaims are found to be legally established or are undisputed. The customer shall only be entitled to exercise a right of retention to the extent that their counterclaim is based on the same contractual relationship.

(8) Payment of the purchase price shall be made exclusively to the account specified overleaf.

5 Delivery

(1) Delivery dates and periods require a written agreement in order to be effective and are always non-binding, unless expressly agreed otherwise. All delivery dates are subject to correct and punctual self-delivery to us.

(2) Without express instruction of the customer, vS is free to determine the mode of dispatch, the company commissioned with the dispatch and the dispatch route at its own discretion. The delivery of goods that cannot be shipped by parcel is free kerbstone.

(3) If the customer is in default of acceptance or if they culpably violates other duties to cooperate, visuSolution is entitled to demand compensation for the damages incurred, including any additional expenses. Further claims remain reserved. Insofar as the above conditions exist, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor’s delay.

(4) visuSolution is entitled to partial deliveries and partial services if these are reasonable for the customer.

(5) If the goods are dispatched to the customer at the customer’s request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch to the customer, at the latest upon leaving the factory/warehouse. This shall apply irrespective of whether the goods are dispatched from the place of performance or who bears the freight costs.

6 Damages in transit

If goods are delivered with obvious damage to the packaging or the contents, the customer must notify visuSolution immediately after receipt of the goods under phone: +49 (0)39361 967 17, irrespective of his warranty rights, so that visuSolution can assert the transport damage against the commissioned logistics company. If the customer is a businessman and the contract is part of his business, § 377 HGB (German Commercial Code) applies.

7 Retention of title

(1) The object of purchase remains the property of vS until complete payment of all claims arising from the delivery contract. This also applies to all future deliveries, even if vS does not always expressly refer to this, vS is furthermore entitled to take back the object of purchase if the customer behaves contrary to contract.

(2) Prior to the transfer of ownership, pledging, transfer by way of security, processing or transformation is not permitted without the express consent of vS.

    (3) The customer is obliged to treat the purchased item with care as long as ownership has not yet been transferred to him. In particular, he is obliged to insure it adequately at his own expense against theft, fire and water damage at replacement value.

    (4) The customer is entitled to resell the reserved goods in the normal course of business. The customer hereby assigns to us the customer’s claims arising from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including VAT). This assignment shall apply irrespective of whether the purchased item has been resold without or after processing. The customer shall remain authorized to collect the claim even after the assignment. Our authorization to collect the claim ourselves remains unaffected. However, we shall not collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed and payments have not been suspended.

    8 Statutory warranty

    (1) There is a statutory right of liability for defects for delivered goods. The warranty shall be governed by the statutory provisions and the following regulations.

    (2) If the customer is acting as a businessman, the following shall apply: his claims based on defects in the goods shall become statute-barred two years after receipt of the goods; the statutory limitation period for claims under a right of recourse shall remain unaffected. Furthermore, the limitation period does not start again if a replacement delivery has been made within the scope of liability for defects. Furthermore, in the case of used goods, rights and claims based on defects are excluded.

    (3) The limitations of liability and shortening of time limits mentioned in clause 2 do not apply to:

    (a) claims for damages and reimbursement of expenses of the customer,

    (b) in the event that the seller has fraudulently concealed the defect,

    (c) for goods which have been used in accordance with their customary use for a building and have caused its defectiveness,

    (d) for any existing obligation of the seller to provide updates for digital products, in the case of contracts for the delivery of goods with digital elements.

    (4) Damages caused by improper or contrary to contract measures of the customer during installation, use, connection, operation or storage do not justify a claim against visuSolution.

    (5) Before returning defective goods, the customer has to completely save and delete data on it at his own expense and risk.

    9 Repair

    In the event that an existing fault or defect must be repaired, we refer you to our separately listed repair and service conditions.

    10 Data protection

    Information on the type, scope, location and purpose of the collection, processing and use of the personal data necessary for the execution of orders we instruct in the separate data protection declaration.

    11 Right of revocation

    If the customer as consumer concludes a contract with visuSolution and if the customer and visuSolution exclusively use means of telecommunication (e.g. order by e-mail, telephone or fax) for the contract negotiations and the conclusion of the contract, the customer is generally entitled to a statutory right of revocation.

    12 Liability

    (1) visuSolution is liable according to the legal regulations for damages of the customer,

    (a) caused by visuSolution or its vicarious agents intentionally or grossly negligently,

    (b) are the result of the absence of a guaranteed quality of the service,

    (c) which are based on a culpable breach of essential contractual obligations (see paragraph 2),

    (d) are the result of culpable injury to health, body or life, or

    (e) for which liability is provided in accordance with the Product Liability Act. In the case of a merely slightly negligent breach of an essential contractual obligation (see paragraph 2), the liability of vS is however limited to such damages, the occurrence of which must be typically and predictably expected in the context of the provision of the agreed services. This limitation shall not apply if damages are the result of an injury to health, body or life or the result of the absence of a guaranteed quality of the service.

    (2) Essential contractual obligations are those contractual obligations whose fulfilment is essential for the proper execution of the contract and on whose compliance the customer may regularly rely and whose violation would endanger the achievement of the purpose of the contract on the other hand.

    (3) In all other respects, the liability of visuSolution and its vicarious agents is excluded regardless of the legal basis.

    (4) In the event of a loss of data for which visuSolution is responsible, vS shall only be liable for such damages as would have occurred despite regular data backups which are reasonable in view of the nature of the data, the risk of loss and the impending consequences of a loss of data.

    (5) visuSolution GmbH does not guarantee the functionality of the visuReal® program if individual software updates are omitted.

    (6) visuSolution GmbH shall not be liable for the loss of data during the transmission of the update, during modification or repair of technical prerequisites by third parties.

    13 Place of performance and jurisdiction

    (1) Place of performance and exclusive place of jurisdiction for all disputes arising from this contract shall be our place of business, unless otherwise stated in the order confirmation.

    (2) German law shall apply exclusively to the exclusion of the UN Convention on Contracts for the International Sale of Goods, also in cross-border delivery traffic. If the customer is a consumer, the mandatory consumer protection provisions which apply in the country in which the customer has his habitual residence shall also apply if they offer the customer further protection

    14 Severability clause

    Should individual provisions in these terms and conditions be or become ineffective or contain a gap, the remaining provisions shall remain unaffected by this. The parties undertake to replace the invalid provision with a legally permissible provision that comes as close as possible to the economic purpose of the invalid provision or fills this gap.

    Repair and Service Conditions of visuSolution GmbH

    The repair work carried out by us is subject to the following conditions. We take over the professional handling of repair work on devices manufactured by us, as well as the products distributed by us. Unless a different scope of services has been agreed in writing, the repair shall include the provision of services deemed necessary,

    (a) on the basis of the information provided by you,

    (b) on the basis of our inspection of the equipment to be repaired and

    (c) during repair.

    We are entitled to commission third parties to carry out repair work.

    1 Sending in

    If possible, the products should be sent in the original packaging and an appropriate shipping package. Our RMA number must always be noted on the parcels. Please enclose the RMA document (with detailed error description), a copy of the proof of purchase and any necessary accessories with the parcel itself. The return has to take place “free domicile” to the following address:

    visuSolution GmbH

    Lüderitzer Weg 6
    D-39517 Tangerhütte
    Ortsteil Brunkau

    Important: Shipments without an RMA number cannot be processed and will be returned immediately.

    2Data Backup, Data Loss / Data Recovery

    (a) The customer is obliged to ensure that data is backed up before sending in the item to be repaired and to delete the personal data stored on the item to be repaired. Personal data is all information relating to an identified or identifiable natural person, in particular photo and video files as well as confidential documents. The customer is aware that the execution of the repair order may lead to an irrevocable loss of data in individual cases. As far as the customer due to a defect of the repair item no data deletion or backup can make, the customer visuSolution will refer to this as well as to the presence of personal data in the error description of the repair order.

    3 Cost information, quotation

    (a) Quotations, which are mentioned by visuSolution and/or the workshop before the repair is carried out, are non-binding.

    If the repair cannot be carried out at these costs, the consent of the customer must be obtained, should the stared cost be exceeded by more than 15%. visuSolution issues a new quotation to the customer in this case.

    (b) Only after the telephone or written confirmation of the cost estimate by the customer the repair will be carried out.

    (c) If the customer repeatedly requests a cost estimate for the same repair effort, the customer will be charged for this.

    (d) If it turns out during the execution of the repair that the desired repair success or the repair effort is not in a reasonable relation to the value of the object to be repaired, the customer is obliged to reimburse the costs incurred until then. visuSolution will inform the customer immediately if the repair effort is not in a reasonable relation to the value of the object to be repaired. The customer can decide whether he would like to have the repair carried out anyway. If you decide on the basis of a cost estimate to terminate the execution or continuation of the repair work, we are entitled to charge the costs for the preparation of the quotation and the services rendered up to then.

    4 Scope of services/unfeasible repair

    (a) The repair costs listed in the price information include repair (working time, spare parts), cleaning, function test and return to the customer.

    (b) All equipment, components and parts given for repair must be in a repairable condition (complete and undamaged.

    (c) The customer grants visuSolution the right to carry out the repair of defective assemblies and parts by exchange with functional parts.

    (d)  If a repair cannot be carried out/completed for reasons for which visuSolution is not responsible, then visuSolution is entitled to charge the developed and provable effort (troubleshooting time equal to working time) in form of a processing fee.

    Reasons for a not-executable repair are present, if:

    • the error complained about did not occur during the inspection;
    • Spare parts cannot be procured;
    • Parts and assemblies are so damaged that a repair is not possible;
    • if the agreed return is incomplete;

    (e) The repair service can only be used by customers of visuSolution. The corresponding delivery note as well as the obtaining of a valid RMA number serves as proof.

    • replacement parts are not available;

    5 Prices and payment

    The amount of the price is determined by the visuSolution price information accepted at the time of placing the order. The payment is to be made net without discount immediately after receipt of invoice. The value added tax is calculated in the day of the invoice receipt in the respective legal amount additionally at the expense of the customer.

    6 Repair period

    Repair periods are regulated in the cost estimate. The information on the repair periods in the quotation is based on estimates and is therefore non-binding.