General Terms and Conditions of Suchy MIPS GmbH

  1. General scope of application
    These General Terms and Conditions apply to all products, contracts, deliveries and other services of Suchy MIPS GmbH. Deviating regulations of customers, suppliers or contractual partners are hereby expressly contradicted. All subsidiary agreements require written confirmation by Suchy MIPS GmbH. As a matter of principle, the installation and use of our hardware and software products requires an appropriate expertise.
  2. Scope of application in the narrower sense
    The term “program” or “programs” includes all original or bought in programs created by Suchy MIPS GmbH as well as copies and parts thereof, including those that are combined with other programs. A program consists of machine-readable instructions, audio-visual content (images, text, recordings or pictures), description and related license materials. Programs may be both the source code and an executable manifestation.The term “server” includes all manifestations of the server, which carries the brand name “BENS”, no matter if as hardware or as virtual appliance of any kind. The operating system of the server with all its components and user interface is also understood as “program”.
  3. Suchy MIPS GmbH programs: use and licenses
    The case of programme use is given if one of the programmes originating from Suchy MIPS GmbH (These may also be OEM or third-party programmes purchased by Suchy MIPS GmbH.) has been installed on any system of the licensee.
    Suchy MIPS GmbH grants the licensee a non-exclusive, limited and revocable license to use the delivered programs upon purchase. The invoice issued to the Licensee for the program(s) shall be considered as the proof of license. If multiple licenses have been granted to the licensee, the terms of use shall apply to each of the licenses individually.
  4. Limitation of the license rights
    The Licensee is entitled to make one backup copy of the Program purchased in each case.The licensee transfers all copyright notices to each complete or partial copy of the program. It may be used exclusively (this also applies to partial components) for purposes for which it was intended by Suchy MIPS GmbH.The Licensee shall not be entitled, without the written consent of Suchy MIPS GmbH:a) use, copy, edit or transfer the Program in any way other than described herein;
    b) convert the Program into another form of expression or translate it in any other way, unless such conversion is required by law;
    c) rent, lease or sublicense the Program;
    d) to incorporate the Program or any of its parts into own programs, unless this has been expressly agreed in written contract form for program versions intended for this purpose (so-called developer tools).
  5. Cancellation of the license
    The license can be terminated at any time. In this case all rights to the program expire. The licensee is entitled to keep a copy of the program in his archives. Suchy MIPS GmbH reserves the right to terminate the license in case of violation of these Terms of Use. In such a case, all rights to the Program shall expire and the Licensee shall destroy all copies of the Program.
  6. License transfer
    The Licensee is not entitled to transfer the license to a third party unless otherwise agreed in writing.
    In the event of a license transfer, the Licensee shall hand over copies of these Terms of Use, the license information, all license documentation, the license certificate as well as the original data carrier with the program concerned to the third party. The license of the previous licensee expires with the transfer. All copies of the transferred program must be destroyed immediately by the previous licensee.
    If several programs are licensed together (as a package), they can also only be transferred in their entirety.
  7. Delivery, dates, installation and instruction
    Place and time of delivery of products and performance of services shall be mutually agreed. Deadlines shall only be binding if they have been confirmed as binding in writing by Suchy MIPS GmbH in each case. Software shall be delivered either as source code or in executable form and with user documentation (e.g. on data carriers or electronically). The decision whether a program is delivered as source code or executable version shall be exclusively incumbent upon Suchy MIPS GmbH.
  8. Transfer of risk, retention of title and transfer of rights
    The risk shall pass to the client upon handover. Suchy MIPS GmbH shall retain ownership until full payment of the agreed fees. Upon their payment, the agreed rights of use to the products shall pass to the client.
  9. Prices, payment
    There are no minimum order quantities. All prices All our prices from the Suchy MIPS GmbH price list do not include the statutory value-added tax at the current rate of 19%. The current terms of payment are indicated on the invoice. As a rule, the following applies: 14 days net, no cash discount.
    Duties, taxes or other charges may be payable unless appropriate exemption documentation can be provided.
  10. Delivery times
    Goods that are in stock will be shipped within 5 days. We are not responsible for transportation problems. If the goods are not in stock at the time of order, we will try to deliver as soon as possible. In case the delivery or service times could not be met due to force majeure, labor disputes, unforeseeable obstacles or other circumstances for which we are not responsible, the deadline will be extended accordingly. In the event of non-compliance with the delivery period for reasons other than those mentioned above, the Buyer shall be entitled to set a reasonable grace period in writing with the threat of refusal and, after its unsuccessful expiry, to withdraw from the purchase with regard to the agreed delivery or service. If the impossibility of delivery is due to the inability of the manufacturer or our supplier, both we and the purchaser may withdraw from the transaction if the final delivery date has been exceeded by more than 1 month. Claims for damages due to delay or impossibility or non-fulfilment, including those that have arisen until the withdrawal from the contract, are excluded.
  11. Test provision of full versions of Suchy MIPS GmbH software as well as BENS devices.
    If the full version of one of the programs or a device is made available to an interested party for testing within the scope of a project, the following conditions apply:
    The test provision is granted for one month (test provision period) from the delivery date (according to the delivery bill). With the delivery of the test version or the test device, an offer is made to purchase the product in question after the test period has expired.
    The trial period for products that are closely related to the customer’s system is subject to a fee. Unless otherwise agreed in writing, the fee in this case is EUR 500.00 for each program or device. The fee is due immediately upon receipt of the invoice for the test provision.
    During the test provision Suchy MIPS GmbH provides technical support to the test provision recipient.
    Programs made available for testing are intended exclusively for installation on test systems.
    After the end of the test period, the test recipient may return the program or the test device. In this case, he/she shall immediately return the original data carriers or the originally packaged test device and confirm in writing that the program has been uninstalled and all copies destroyed. No fees will be refunded upon return. The date of return is the date stamp of the shipping company.
    If the program or the test device is not returned immediately after expiry of the test provision period, or if a test device has been seriously damaged by the test provision recipient through negligence, so that it can no longer be used, invoicing will automatically take place in accordance with the previous quotation, with the costs of the test provision being charged. The costs of a test provision will only be credited if the program or the test device is purchased immediately after the test provision. If the program or test device is returned after a trial period and purchased at a later date, the cost of the earlier trial period will not be credited.
    Some of our programs are protected by a time code. After installation, the customer usually has 30 days to test the program. After that, the program must be purchased and unlocked with a supplied software key. If the customer does not decide for the purchase, then important or also all functions of these programs are switched off automatically. In this case the customer is NOT obliged to uninstall the program and return it to us.
    Special agreements must be made in writing.
  12. Limitation of warranty
    Suchy MIPS GmbH provides a warranty on delivered products until the warranty period of one year from the date of purchase has expired. If Suchy MIPS GmbH provides a warranty to end customers (usually 12 months from delivery to the end customer), Suchy MIPS GmbH’s warranty period to a distributor shall be extended by the period between delivery to the distributor and delivery to the end customer, but not more than six months (e.g. if the warranty period is 12 months, the warranty shall be up to 18 months from delivery to the distributor). The limited warranty applies only to the functional scope specified in the accompanying product documentation.
    Suchy MIPS GmbH shall not be liable for product return if the specified damage is found not to exist or to have been caused by misuse, improper installation, alteration of the equipment (including removal or obliteration of labels and opening or removal of the case or parts of the case, unless expressly authorized by Suchy MIPS GmbH), accident or mishandling while the equipment was not in Suchy MIPS GmbH possession. Suchy MIPS GmbH’s warranty is void for products received by us altered, damaged, or not properly packaged. All products are inspected by us upon receipt.
    In case of complaints, the date of purchase must be proven with an invoice. The claimed item must be sent together with a copy of the invoice and a detailed error description, sufficiently stamped. If no error description is enclosed, the processing of the warranty goods may be considerably delayed. The warranty does not cover normal wear and tear. Suchy MIPS GmbH shall have the right to rectify defects free of charge during the warranty period. Partial or complete replacement of the item is permissible. If defects are not remedied within a reasonable period of time, the buyer shall be entitled to rescission or reduction. Credit notes shall only be granted in exceptional cases after receipt of the goods by Suchy MIPS GmbH, and shall only be effective if a written agreement exists. In case of a credit note, only the current value of the goods shall be refunded. Warranty replacement may take up to 8 (eight) weeks.
    The programs of the RBarc series are designed exclusively for use with SAP systems. These systems are very complex and can be configured in many ways. Suchy MIPS GmbH has taken great care to test the programs thoroughly. Nevertheless, trouble-free operation cannot be guaranteed under all conditions. In order to eliminate problems as far as possible from the beginning, the licensee will therefore not use the program immediately in the productive SAP system, but will first install it on his own test system to ensure that the program behaves as specified in his specific IT environment. This includes print tests, performance measurements, etc. The Licensee shall carry out the installation on the productive SAP system at its own responsibility and shall ensure that it is possible to restore the initial state until it can be determined that the programme also works as expected in the productive system.
    Suchy MIPS GmbH warrants that its programs will meet specifications when used correctly in the specified operating environment.
    The licensee is entitled to return a program to Suchy MIPS GmbH or the point of sale for a refund of the purchase price if Suchy MIPS GmbH is unable to correct a detected malfunction caused by programming.
  13. Patent or Copyright Infringement
    We shall only be liable for damages due to the infringement of any patent or other intellectual property rights if we were aware or should have been aware of the existence of such rights and these lead to the Licensee being exposed to claims by third parties. The amount of our liability is generally limited to the invoice value of the goods.
  14. Liability
    Suchy MIPS GmbH’s total liability for a defective product shall in no event exceed the purchase price of the defective product. This limitation shall apply even in the event Suchy MIPS GmbH is unable or refuses to repair or replace a defective product and its exclusive remedy fails of its essential purpose.
    Suchy MIPS GmbH shall not be liable for any special, indirect or other consequential business damages (including lost profits or lost savings), even if Suchy MIPS GmbH has been advised of the possibility of such damages. Some jurisdictions do not allow the exclusion or limitation of consequential damages, so the above limitations and exclusions may not apply.
    In any case Suchy MIPS GmbH shall not be liable for:
    the loss of or damage to data; or
    any claims for damages based on third party claims.
  15. Data protection
    Suchy MIPS GmbH complies with data protection rules set forth in the General Data Protection Regulation (GDPR). The rules are published on the Suchy MIPS GmbH website in a separate document.
  16. Place of jurisdiction
    The place of performance for all obligations arising from the contractual relationship is Munich / Germany. The entire contractual relationship is subject to the laws of the Federal Republic of Germany and the place of jurisdiction is Munich / Germany.
    The Licensee undertakes to comply with all applicable export laws and regulations.
    Claims arising from contractual agreements shall become time-barred within 2 years after they have arisen.
  17. Severability clause
    Should individual provisions of these General Terms and Conditions be or become null and void, the remaining provisions shall remain in effect.
    Suchy MIPS GmbH
    Prinzregentenstrasse 128
    81677 Munich