Terms & Conditions of Sale and Licence for the online shop of Roboception GmbH
I.
General, scope of application, use of online shop, language
These Terms & Conditions of Sale and Licence shall apply exclusively to all orders and conclusions of contracts
between Roboception GmbH (hereinafter called “Roboception”) and the customer, provided that they are
made via our online shop under www.roboception.de, in the current valid version at the time of the order.
Any terms and conditions of business to differing effect issued by the Customer, or ancillary agreements, shall
only be effective if Roboception recognises them in writing. These Terms & Conditions of Sale and Licence
shall apply even if Roboception carries out the delivery without reservation in cognizance of differing terms
and conditions of business issued by the customer.
Our online shop is open exclusively to entrepreneurs as defined in Section 14 of the German Civil Code (BGB).
An entrepreneur shall be a natural or legal person or legally competent business partnership which, upon
conclusion of contract, is acting in exercise of its commercial or independent professional activity. Use of the
online shop is possible only after registration and activation by Roboception.
The contracts with the customers are concluded in German or English language, depending on whether the
customer places the order via the German or the English website of the online shop. In case the customer
places his order via the German website, the German version of these Terms & Conditions of Sale and Licence
shall apply exclusively. In case the customer places his order via the English website, this English version of the
Terms & Conditions of Sale and Licence shall apply with the following restriction. The English version of these
Terms & Conditions of Sale and Licence is a mere translation. In case of doubt, the German version shall
prevail.
II.
Creation and content of contract
1.
2.
Conclusion of contract
a) Presentation of the products in the online shop does not constitute a binding offer for conclusion
of a contract, but a non-binding invitatio ad offerendum. By dispatch of his order via the online
shop, the customer makes a binding offer for conclusion of a contract vis-à-vis Roboception. No
binding offer is made by placing products in the shopping cart.
b) Roboception is free to accept or reject the offer made by the customer. Initially, the customer
automatically receives an order confirmation via e-mail. This order confirmation just confirms
receipt of the order and does not constitute an acceptance of the order. The contract is only
concluded by receipt of an acceptance of the order by the customer via e-mail. Roboception may
accept orders within five working days (at the seat of Roboception) from receipt of the
customer’s order. In case Roboception rejects an offer made by the customer, this will also be
communicated to the customer within five working days from receipt of the order by e-mail.
Prices, and terms and conditions of payment
a) The prices of products are displayed in the online shop. The prices set out therein shall be net
prices, to which must be added Value Added Tax at the statutory rate on the day of invoice issue,
if applicable. The Value Added Tax shall be shown separately on the invoice.
b) Purchase is made on account. The invoice will be provided to the customer electronically only.
TERMS & CONDITIONS OF SALE AND LICENCE FOR THE ONLINE SHOP OF ROBOCEPTION GMBH – APRIL 2018
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4.
c) The purchase price shall be due immediately. Unless agreed otherwise in the individual case,
payment must be made without delay following receipt of the invoice without deduction. Should
the invoice fail to be settled within 30 days following receipt, the customer shall be in debtor’s
default. In determining whether a payment has been made on time, receipt of the said payment
by Roboception shall be decisive.
d) The customer shall only enjoy rights of offset and retention if his counterclaims have been finally
confirmed at law, are undisputed, or are recognised by Roboception. The customer shall be
entitled to exercise a right of retention only insofar as his counterclaim is grounded on the same
contractual relationship.
Delivery, shipping costs
a) Indicated delivery dates shall be non-binding, unless agreed as binding in the exceptional case.
b) The products shall be shipped to the customer by Roboception. Roboception uses the services of
a service provider. The customer shall pay the shipping costs. The customer shall be notified of
these costs before completion of the order. The amount of shipping costs will depend in
particular on the destination to which the products are to be shipped and on whether the
customer desires particular shipping services (express delivery and similar).
c) Should the customer be in default of acceptance, or should he culpably breach his duties of
collaboration, Roboception shall be entitled to require any additional costs to be reimbursed.
Further claims shall remain hereby reserved.
d) All events of force majeure, or other impediments to performance for which Roboception is not
responsible under Section 276 of the German Civil Code (BGB), shall release Roboception from
fulfilment of the contractual duties which it has assumed for as long as they last. Roboception
shall have a duty to notify the customer immediately should such an event occur. At the same
time Roboception shall inform the customer of how long the event is expected to last. Should the
performance of Roboception become permanently impossible as a result of the event,
Roboception or the customer may withdraw from contract. This shall apply particularly if such an
event lasts longer than three months. In this case the counterperformance shall be reimbursed
immediately.
Guarantee
a) Products shall be in accordance with contract if they meet the technical specifications available
under www.roboception.de. The suitability of the said products for their particular purpose must
be checked by the customer himself. This shall apply particularly with regard to the compatibility
of the said products with the customer’s hardware. Roboception hereby undertakes a guarantee
for a particular purpose or a particular suitability only insofar as this has been expressly agreed
with the customer; otherwise the customer shall be solely responsible for the risk of suitability
and utilisation.
b) The customer’s defect rights shall require as a prior condition that he has properly met his
inspection and complaint obligations as set out in Section 377 of the German Commercial Code
(HGB). Defect complaints must be made in writing.
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c) Should a defect be present, and should complaint thereof have been made by the customer in
good time, Roboception shall be entitled, as it may choose, either to rectify the defect or to
deliver a new defect-free product. Should software be involved, subsequent fulfilment may take
the form of supplying a newer software version in a suitable form which has the required
characteristic.
d) Should software be involved, the customer must assist Roboception upon request in ascertaining
and rectifying the defect and if necessary must allow inspection of the relevant documents
showing the particular circumstances under which the defect occurred. In these cases, the place
of fulfilment shall be the registered office of Roboception, whereby a fulfilment may also be made
with the aid of telecommunication means, insofar as this may reasonably be expected with regard
to IT security.
e) In the case of software, Roboception hereby reserves the right to check, with the requisite care,
whether a defect subject to subsequent fulfilment is present, or whether this actually fails to fall
under the duty of subsequent fulfilment (ostensible defect). Should a mere ostensible defect be
present, Roboception shall rectify the said defect, at the customer’s request, at a charge.
f) Should the subsequent fulfilment fail, or should Roboception refuse to carry it out, the customer
shall have the right to require withdrawal or reduction in price, as he may choose. Right of
withdrawal shall not subsist in the case of minor defects.
g) The period of limitation for defect claims shall be one year following transfer of risk. Any claims
for damages pursuant to the following Section 5 shall not be affected hereby. Nor shall Sections
445a and 445 b of the German Civil Code (BGB) be affected hereby.
Liability and exclusion of liability
a) Roboception shall be liable for intent and gross negligence without limitation in accordance with
statutory provisions. Should it be in breach of a cardinal contractual duty, Roboception shall also
be liable for simple negligence. Liability for simple negligence shall be restricted to the typical loss
foreseeable at the time when the contract was concluded. Cardinal duties shall be all contractual
duties without whose fulfilment the due and proper execution of the contract cannot take place
at all and on whose fulfilment the contracting partner may normally rely. The foregoing provisions
shall also apply in case of culpability by Roboception’s legal representatives or vicarious agents.
b) Should software be involved, Roboception shall not be liable in cases where the customer has
undertaken changes to the said software, unless these changes were without impact on the
creation of the defect. In deciding whether Roboception is culpable, it must be taken into account
that software cannot be produced technically defect-free.
c) Roboception shall not be liable for loss of data and/or programs insofar as the loss has
eventuated because the customer has failed to carry out data backups, thereby ensuring that lost
data can be restored with reasonable expenditure of time and money.
d) The foregoing limitations of liability shall not apply in the case of physical injury, damage to
health, or loss of life. Nor likewise shall claims under product liability be affected by the foregoing
limitations of liability. Nor shall the foregoing limitations of liability apply in the case of malicious
TERMS & CONDITIONS OF SALE AND LICENCE FOR THE ONLINE SHOP OF ROBOCEPTION GMBH – APRIL 2018
3 VON 9concealment of a defect or insofar as Roboception has undertaken a guarantee for the
characteristic features of the products.
e)
6.
Insofar as liability for damages is excluded or restricted, this shall also apply with reference to the
personal liability for damages of employees, staff, servants, representatives and vicarious agents
of Roboception.
Retention of title
a) Roboception shall retain title to the products vended until full payment of the purchase price.
b) The customer shall have a duty to handle with care the products subject to retention of title
(hereinafter called “reserved goods”) and so to store them that their quality is not diminished. In
particular, the customer shall have a duty to insure the reserved goods at his own cost sufficiently
at replacement value against fire, flood and theft. The customer assigns to Roboception here and
now the benefits accruing to him in a claim against the insurer and hereby agrees to notify the
insurer of the said assignment.
c) It shall not be permitted to pledge the reserved goods or to transfer them as security. The
customer shall be entitled to re-sell the reserved goods by way of due and proper business. The
customer assigns to Roboception here and now all receivables due to him for the re-sale from his
purchasers or third parties to the amount of the invoice (including Value Added Tax) for
Roboception’s receivable. The assignment shall be made irrespective of whether the reserved
goods have been re-sold without or following processing. The customer shall remain entitled
even after the assignment to collect this receivable from his purchaser. The right of Robocepton
to collect the receivable itself shall not be effected thereby as long as the customer meets his
duties of payment from the proceeds collected, is not in default of payment, and the customer
has not suspended his payments. Should one of the foregoing cases occur, Roboception may
require the customer to notify Roboception of the assigned receivables and their debtors, to
provide all information required for collection, to supply the documents pertaining thereto, and
to inform his purchasers of the assignment.
d) Should the customer act in breach of contract, Roboception shall be entitled to take back the
reserved goods without previously withdrawing from the contract. The customer grants
Roboception permission here and now, should these prior conditions be fulfilled, to enter its
business premises during usual business hours and to repossess the reserved goods. Having taken
the reserved goods back, Roboception shall be entitled to sell them. The proceeds of such sale
shall be offset against the customer’s liabilities, less reasonable sale costs. Roboception shall
further be entitled, having set a period of grace, to withdraw from the contract.
e) In case of liens or other executions by third parties the customer must inform Roboception
immediately, so that Roboception is able to bring a claim under Section 771 of the German Civil
Proceedings Code (ZPO).
f) Processing of the reserved goods shall be carried out always for Roboception. Should the
reserved goods be combined with other items to which Roboception does not enjoy title,
Roboception shall acquire joint title to the new product in the proportion which the value of the
reserved goods (invoice sum including Value Added Tax) holds to the other items processed at the
time of processing. The same shall apply to the new entity created by the processing or
combination as to the reserved goods.
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4 VON 9g)
III.
Roboception hereby agrees to release a part of these securities at the customer’s request insofar
as the realisable value of all securities exceeds the value of the receivables so secured by more
than 10%. Roboception shall be entitled to select the securities to be so released.
Supplementary rules on software
The Type rc_visard products sold by Roboception and further hardware products are ready for immediate use.
Even without purchase of further software, the rc_visard and further hardware products can be used with the
pre-installed software (hereinafter called “basic software”). In order for this to be possible, it is necessary for
the user to have a PC, tablet or similar device, along with a functioning web browser. It is possible in addition
to purchase licences to other software which supplements the basic software (hereinafter called
“supplementary software”).
1.
Basic software
The following shall apply to the basic software:
a)
Subject of licensing and licence fee
The basic software is pre-installed on all models of rc_visard, enabling it to be used for basic
functions. The precise specifications will be found in the product information under
www.roboception.com/de/ or on the datasheet usually supplied as a pdf file. The basic software
shall be supplied to the customer for use permanently, subject to transfer of rc_visard to third
parties.
b)
Handover and installation
The licence fee is comprised in the purchase price of rc_visard. The licence for the software is
issued in each case only for the rc_visard purchased, is tied thereto, and cannot be separated
therefrom.
The customer shall receive the basic software pre-installed on rc_visard. The software shall
already be fully functional.
c)
Rights of use
The customer shall have the right to use the basic software permanently to the extent required
for proper utilisation as intended. This right of use shall be a simple, non-exclusive, transferable
right of use. The customer shall not be permitted to process the software in whatever form.
Production of backup copies or other duplicates shall only be allowed following prior, written
permission by Roboception. Public provision, e.g. publication or the offer of download on the
internet, shall not be permitted. In case of doubt this grant of right of use must be interpreted
restrictively.
The customer shall be entitled to sell rc_visard to third parties in installed or uninstalled form. In
this case the simple rights of use granted to the basic software shall pass to the purchaser. The
customer shall lose his rights of use to basic software installed on rc_visard upon assignment of
the rc_visard in question to third parties.
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Updates and patches
For obvious malfunctions of the basic software, Roboception shall provide patches for the
particular purpose free of charge.
Roboception will endeavour to publish updates to the basic software for each model for a period
of at least 3 calendar years, counting from the publication date of the rc_visard in question, in
order to optimise it further and to develop additional functions. There shall be no legal right to
the production of updates. Roboception hereby reserves the right to supply updates only at a fee.
e)
Copy protection
The customer shall not be entitled to remove or evade the basic software’s existing protection
mechanisms against unauthorised use, particularly for copy protection, unless this is necessary to
rectify a defect which must be rectified by Roboception under existing guarantee claims and
trouble-free use cannot be guaranteed in any other way. Copyright notices, serial numbers and
other software-identification components must likewise not be removed or changed and/or
suppressed.
f)
Conflicting rights of third parties
Should the basic software infringe any rights of third parties, Roboception may, as it shall choose
and at its own cost, with regard to the performance in question either make changes which
remove the breach of protective law, or acquire the rights of use pertaining thereto for the
customer.
g)
Services
Should he so wish, the customer shall receive support services in questions connected with the
use of the basic software which are not a subject of the guarantee claim. These consultancy
services shall be charged in accordance with an hourly rate to be agreed (chargeable quarter-
hourly). Equally, Roboception will train the customer in the use of the basic software should he so
wish, at an hourly rate to be agreed. To make contact for this purpose, Roboception will set up
the e-mail address support@roboception.de and telephone number +49 89 8895079-0 and
hereby guarantees that these contacts will be reachable during usual business hours.
h)
Reference to further clauses
The foregoing rules shall apply by way of supplement to the clauses of Parts I, II and IV of these
Terms & Conditions of Sale and Licence, unless stated otherwise, either expressly or by
implication from the nature of the matter concerned.
2.
Supplementary software
The following shall apply to the supplementary software obtainable optionally in addition:
a)
Subject of licensing and licence fee
The precise specifications of the supplementary software will be found in the product information
under www.roboception.com/de/ or on the datasheet usually sent as a pdf file.
TERMS & CONDITIONS OF SALE AND LICENCE FOR THE ONLINE SHOP OF ROBOCEPTION GMBH – APRIL 2018
6 VON 9Insofar as supplementary software is supplied on an rc_visard, purchase of its own licence for
each rc_visard shall be required.
If supplementary software is not supplied on an rc_visard, Roboception shall allow installation of
the software on a device which is secured through an integrated copy-protection software or
licence-management software. Should the customer wish for usage on further devices, the
further licences required for this must be purchased.
Should the customer wish for both a version on an rc_visard and also a version for another device
(such as a PC), he must purchase a separate licence for this purpose in each case.
A licence fee must be paid for the said use, the amount of such fee being shown in the online
shop.
b)
Handover and installation
The handover of the software shall be effected either on the rc_visard itself or on a separate data
carrier (e.g. on a USB stick) or as a download. Insofar as supplementary software is to be used on
a PC, the customer shall be responsible for the installation. It shall be the customer’s
responsibility to deploy suitable hardware, in order to facilitate the proper use of the
supplementary software as intended.
c)
Rights of use
The grant of rights of use shall depend on the form in which the supplementary software is
supplied to the customer:
aa)
Supply of supplementary software on rc_visard
The customer shall have the right to use the supplementary software permanently to the
extent required for its proper utilisation as intended. This shall be a simple, non-exclusive,
transferable right of use. The customer shall not be allowed to process the supplementary
software nor to sub-license it to third parties. Nor shall the customer be allowed to make
the supplementary software publicly available. The production of backup copies and other
duplicates shall only be permitted following prior, written consent by Roboception. In case
of doubt this grant of right of use must be interpreted restrictively.
The customer shall be entitled to sell rc_visard to third parties in installed or uninstalled
form. In this case the rights of use granted to the supplementary software shall pass to the
purchaser. The customer shall lose his rights of use to the supplementary software installed
on rc_visard on the condition precedent of transfer of the rc_visard in question to third
parties.
bb)
Supply of supplementary software on another data carrier or download
The customer shall have the right to use the supplementary software permanently to the
extent necessary for its proper utilisation as intended. Roboception shall permit installation
of the software on a device, whereby Roboception shall control, by means of copy-
TERMS & CONDITIONS OF SALE AND LICENCE FOR THE ONLINE SHOP OF ROBOCEPTION GMBH – APRIL 2018
7 VON 9protection software or licence-management software, that any use over and above this
cannot take place.
Roboception hereby grants the customer a non-exclusive, non-transferable, simple right of
use. The customer shall not be allowed to process the supplementary software nor to sub-
license it to third parties. Nor shall the customer be allowed to make the supplementary
software publicly available and/or to disseminate it. The production of backup copies and
other duplicates shall only be permitted following prior, written consent by Roboception. In
case of doubt this grant of rights of use must be interpreted restrictively.
d)
Updates and patches
For obvious malfunctions of the supplementary software, Roboception shall provide patches for
the particular purpose free of charge.
Roboception will endeavour regularly to publish updates to the supplementary software for a
period of at least 3 calendar years, counting from the publication date in question, in order to
optimise it further and to develop additional functions. There shall be no legal right to the
production of updates. Roboception hereby reserves the right to supply updates only at a fee.
e)
Copy protection
The customer shall not be entitled to remove or evade the supplementary software’s existing
protection mechanisms against unauthorised use, particularly for copy protection, unless this is
necessary to rectify a defect which must be rectified by Roboception under existing guarantee
claims and trouble-free use cannot be guaranteed in any other way. Copyright notices, serial
numbers and other software-identification components must likewise not be removed or
changed and/or suppressed.
f)
Conflicting rights of third parties
Should the supplementary software infringe any rights of third parties, Roboception may, as it
shall choose and at its own cost, with regard to the performance in question either make changes
which remove the breach of protective law, or acquire the rights of use pertaining thereto for the
customer.
g)
Services
Should he so wish, the customer shall receive support services in questions connected with the
use of the supplementary software which are not a subject of the guarantee claim. These
consultancy services shall be charged in accordance with an hourly rate to be agreed (chargeable
quarter-hourly). Equally, Roboception will train the customer in the use of the supplementary
software should he so wish, at an hourly rate to be agreed. To make contact for this purpose,
Roboception will set up the e-mail address support@roboception.de and telephone number +49
89 8895079-0 and hereby guarantees that these contacts will be reachable during normal
business hours.
TERMS & CONDITIONS OF SALE AND LICENCE FOR THE ONLINE SHOP OF ROBOCEPTION GMBH – APRIL 2018
8 VON 9h)
Reference to further clauses
The foregoing rules shall apply by way of supplement to the clauses in Parts I, II and IV of these
Terms & Conditions of Sale and Licence, unless stated otherwise, either expressly or by
implication from the nature of the matter concerned.
IV.
Concluding provisions
If the customer is a merchant, the registered office of Roboception shall be the sole place of jurisdiction.
Robception shall be entitled, however, to sue the customer at any other legal place of jurisdiction.
Should the customer be a merchant, the place of fulfilment shall be the registered office of Roboception.
Should any individual provision of these Terms & Conditions of Sale and Licence for the online shop be or
become ineffective, either wholly or in part, the efficacy of the remaining provisions shall not be affected
thereby.
Amendments or supplements to the contract and ancillary agreements must be in writing. This shall also apply
with regard to this requirement of written form.
The law of the Federal Republic of Germany shall apply; application of UN Sale and Purchase law is hereby
excluded.
The German version of these Terms & Conditions of Sale and Licence shall prevail. Versions in other languages
shall be only translations.
Status: April 2018
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