General Terms and Conditions - Plan-Soft Furnishing Planning GmbH

I. Scope of Application, Supplementary Contractual Terms

(1) The General Terms and Conditions (GTC) of Plan-Soft Einrichtungsplanung GmbH (Plan-Soft), hereinafter referred to as GTC-General, apply to all contractual relationships with customers in connection with deliveries and services of Plan-Soft Einrichtungsplanung GmbH (PLAN-SOFT) and are considered part of the contract, unless otherwise agreed in writing in an individual agreement between PLAN-SOFT and the customer. The GTC shall also apply in their currently valid version to future business relationships with the same customer, without PLAN-SOFT having to point out their validity with each individual contract with the customer. The customer is entitled at any time to request an up-to-date version of the GTC in writing from PLAN-SOFT. These are available for inspection at PLAN-SOFT's registered office and can be accessed on its homepage.
(2) These General Terms and Conditions apply exclusively. Deviating, conflicting, or supplementary terms and conditions of a customer shall only become part of the contract if and to the extent that PLAN-SOFT has expressly agreed to their validity in writing. This requirement for agreement applies in any case, especially even if PLAN-SOFT executes a delivery or service to the customer without reservation, with knowledge of the customer's terms and conditions.
(3) The GTC-General terms and conditions will be supplemented by further contractual conditions from Plan-Soft, if applicable. Section I. (1) of these GTC applies accordingly to the respective further GTC.
(4) Subsequent references to the applicability of statutory provisions are for clarification purposes only. Therefore, the statutory provisions shall apply even without such clarification, to the extent that they are not directly amended by the following General Terms and Conditions.

II. Offers, Conclusion of Contract

(1) Offers from PLAN-SOFT are binding if they explicitly contain a binding period. In other cases, offers from PLAN-SOFT are non-binding and without obligation. This also applies if PLAN-SOFT has provided the customer with catalogs, product descriptions, or technical documentation (e.g., user manuals, calculations, estimates) prior to the conclusion of the contract.
(2) Each order or commission by the customer is considered a binding contractual offer, unless otherwise indicated. Acceptance can be declared in writing (e.g., by order confirmation) or by delivery of the software/licenses or performance of the services to the customer.
The customer is aware that software is constantly evolving
is subject to. To the extent that this is reasonable for the customer, PLAN-SOFT may therefore deliver or produce modified or adapted software, or perform other services that deviate from the agreement. Such a change is particularly reasonable if the agreed functional suitability is not impaired by it.

III. Delivery, Shipment, Transfer of Risk

(1) Deliveries of software programs (data carriers, user manuals, other documentation – if available) or other goods will be made from the registered office of PLAN-SOFT, which is also the place of performance. PLAN-SOFT is entitled to provide user manuals or other documentation to the customer in electronic form. There is no entitlement to a printed version. At the customer's request, the software programs or other goods will be shipped to a different destination. Unless self-pickup or pickup by third parties has been agreed upon, and the customer has not given any special instructions, PLAN-SOFT is entitled to determine the method of shipment itself (in particular, carrier, shipping route, packaging).
(2) The risk of accidental loss and accidental deterioration passes to the customer upon handover. Handover is equivalent to the customer being in default of acceptance. In the case of shipment, the risk of accidental loss and accidental deterioration passes upon delivery to the carrier, freight forwarder, or any other person designated to carry out the shipment.
(3) Delivery deadlines are only considered bindingly agreed upon if they have been expressly confirmed as binding in writing by PLAN-SOFT. To the extent that delivery deadlines have been bindingly agreed upon, PLAN-SOFT shall not be in default without a written reminder from the customer.
(4) Compliance with delivery deadlines requires the customer to provide all information necessary for delivery in a timely manner, in particular by performing their required acts of cooperation. If this condition is not met, the delivery period shall be extended appropriately. This shall not apply if PLAN-SOFT is responsible for the delay.
(5) If the non-compliance with delivery deadlines is due to force majeure, e.g., war, civil unrest, or similar events, e.g., strike, lockout, non-timely self-delivery by a supplier, the delivery deadlines shall be extended appropriately.
(6) PLAN-SOFT is entitled to make partial deliveries and provide partial services. This does not apply if the partial deliveries and partial services are unreasonable for the customer.
(7) If PLAN-SOFT is in default, the customer may—provided the customer can demonstrate that it has suffered damage as a result—claim compensation of 3 % for each full week of default, but not exceeding a total of 15 % of the net order value for the portion of the delivery that could not be put into proper operation due to the delay. The customer may withdraw from the contract within the scope of statutory provisions only to the extent that PLAN-SOFT is responsible for the delay in delivery. Upon request by PLAN-SOFT, the customer is obligated to declare within a reasonable period of time whether it is withdrawing from the contract due to the delay in delivery or insisting on delivery.
(8) If delivery or performance is impossible, the customer is entitled to claim damages if PLAN-SOFT is responsible for the impossibility. However, the customer’s claim for damages is limited to 25% of the net order value of that part of the delivery which cannot be put into operation due to impossibility. The customer’s right to withdraw from the contract remains unaffected.
(9) Claims for damages by the customer due to delay in delivery or performance, due to impossibility of delivery or performance, as well as claims for damages instead of performance that exceed the limits mentioned in clauses III. (7) and III. (8), are excluded in all cases of delay and impossibility. However, the limitation of liability in clauses III. (7) and III. (8) does not apply in cases of intent, gross negligence, breach of a material contractual obligation, or in cases of personal injury where liability is mandatory. In the event of negligent breach of a material contractual obligation, PLAN-SOFT's liability shall be limited to the damage that is typically foreseeable in such a contract.

IV. Fees and Payment Terms

Unless fixed prices are expressly agreed, the price for each delivery or service shall be determined according to the current price list of PLAN-SOFT at the time of order confirmation. Prices are net ex-works of PLAN-SOFT, exclusive of deductions, plus the applicable statutory value-added tax.
(2) PLAN-SOFT explicitly reserves the right to refuse checks or bills of exchange. Acceptance is always on account of performance only. Discount and bill charges are borne by the customer and are due immediately.
(3) The payment terms are set forth in the invoice sent to the customer. In the event of late payment, PLAN-SOFT may, without further proof, charge interest at a rate of 8 % percentage points above the base rate pursuant to § 247 of the German Civil Code (BGB).
(4) The timing of payments, particularly their timeliness, shall be determined by the receipt of the full amount by PLAN-SOFT.
(5) The customer shall only be entitled to set-off if their counterclaim has been legally established or acknowledged in writing by PLAN-SOFT. Furthermore, the customer may only exercise a right of retention if the claim for which they are withholding payment arises from the same contractual relationship and has either been legally established or acknowledged by PLAN-SOFT.
(6) If the customer defaults on payments, PLAN-SOFT is entitled to temporarily suspend further services arising from the same legal relationship for which PLAN-SOFT has committed itself, and to declare all outstanding amounts from this relationship immediately due. Any agreed-upon dates or deadlines for the execution of pending deliveries and services are rendered obsolete in this case, without the need for a specific notice from PLAN-SOFT to this effect.

V. Retention of Title and Reservation of Rights

Until full payment of all current and future claims arising from an ongoing business relationship, PLAN-SOFT reserves all rights to the deliveries or services. This applies in particular to intellectual property rights (e.g., copyright usage rights to software programs and user manuals) and to ownership of the tangible deliveries (e.g., data carriers, user manuals, other documentation, etc.).
(2) Deliveries or services from PLAN-SOFT may not be pledged to third parties or transferred as.
(3) In the event of the customer's breach of contract, particularly in the event of non-payment of the due remuneration, PLAN-SOFT is entitled to withdraw from the contract in accordance with statutory provisions and to revoke any granted usage rights (e.g., usage rights to software programs) from the customer, as well as to demand the return of any tangible goods delivered (e.g., data carriers, user manuals, etc.).
(4) To the extent that the Customer is entitled to resell the goods received from PLAN-SOFT in the ordinary course of business, the Customer hereby assigns to PLAN-SOFT all claims in the amount of the final invoice amount (including sales tax) of PLAN-SOFT’s claims arising from such resale against the Customer’s customers or third parties. The customer remains authorized to collect the claims even after the assignment. PLAN-SOFT’s authority to collect the claim itself remains unaffected by this. However, PLAN-SOFT undertakes not to collect the claim as long as the customer meets its payment obligations, does not fall into default, and, in particular, no petition for the opening of insolvency proceedings has been filed or the customer has suspended payments. If this is the case, however, PLAN-SOFT may demand that the customer disclose to PLAN-SOFT the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtors of the assignment. PLAN-SOFT undertakes to release the existing security upon the customer’s request to the extent that the realizable value of the security exceeds the claim to be secured by more than 20%. The selection of the collateral to be released is at the discretion of PLAN-SOFT. For the valuation of the collateral, the applicable net list price of PLAN-SOFT shall be decisive for the goods subject to retention of title.
(5) The assertion of the retention of title or the seizure of the delivered item by PLAN-SOFT shall not be considered a rescission of the contract, provided that the customer is a merchant.
(6) Software and items delivered for testing and demonstration purposes remain the property of PLAN-SOFT. They may only be used by the customer or distribution partner beyond the testing and demonstration purpose based on a separate agreement with Plan-Soft.
(7) Plan-Soft is entitled to time-limit software licenses to safeguard its rights. The customer expressly agrees to this.

VI. Claims for Defects, Customer's Duty to Cooperate, Warranty

(1) The customer is obligated to immediately inspect deliveries and services for completeness and obvious defects, particularly for obvious quantity discrepancies or damage, and to report these to PLAN-SOFT in writing, by email, or fax immediately, and no later than two weeks after receipt of the delivery or service. In the case of non-obvious (hidden) defects, the customer is obligated to report them to PLAN-SOFT in writing immediately upon discovery, and no later than within the statute of limitations according to Section IX. If the customer fails to provide the aforementioned notices of defects, liability for the undenounced defect shall be excluded. The customer bears the burden of proof for compliance with and timeliness of the notice obligation, as well as for the existence and time of discovery of a defect.
(2) To prevent damage, the customer is required to ensure that their data is backed up daily in accordance with the current state of the art.
(3) The Customer shall provide any necessary cooperation free of charge as part of the services owed by PLAN-SOFT. This includes, in particular, that the Customer shall transmit, unprompted and in a timely manner, all information necessary for PLAN-SOFT, e.g., regarding the Customer's objectives and requirements. Furthermore, the Customer shall provide, in a timely manner, any facilities that may be necessary for the installation or operation of the deliveries or services. Should a notice of defects prove to be unfounded, the Customer shall reimburse PLAN-SOFT for all expenses incurred as a result.
(4) Excluded from warranty are in particular defects or damages that are attributable to: incorrect or faulty operating software, improper use and operating errors by the customer or third parties, wear and tear due to operation and normal wear and tear, operation with incorrect power type or voltage as well as connection to unsuitable power sources, fire, lightning, explosion or mains-related overvoltages, moisture of any kind, unless it is proven that these circumstances are not the cause of the defect complained of. The warranty does not apply to defects that are attributable to the fact that the contract items have been modified or extended by the user or customer themselves, unless the user or customer proves that such modifications or extensions are not the cause of the defect. The warranty also does not apply if the serial number, type designation, or similar identification marks are removed or made illegible.
(5) In the event of fraudulent misrepresentation and in the event that Plan-Soft assumes a guarantee, the statutory provisions for warranty rights remain unaffected. Regardless of this, Plan-Soft fully passes on any further guarantees and warranty commitments from the manufacturers to the customer, without being liable for them itself. Technical data and descriptions in product information alone do not constitute an assurance of specific properties. Independent promises of guarantee, quality or durability guarantees in the legal sense only exist if they are explicitly and in writing identified as such. Plan-Soft assumes no warranty that program functions will meet the customer's requirements or will work together in the selection made by the customer.
In case of warranty claims, Plan-Soft will, at its discretion, either repair or replace the product. Plan-Soft is entitled to two repair attempts for each defect that arises. The elimination of defects by Plan-Soft may also be carried out by providing the customer with instructions for action via telephone, in writing, or electronically. If Plan-Soft is not successful in performing subsequent performance within the first two repair attempts, the customer is entitled to set a reasonable final deadline, which allows for at least two further repair attempts. In all other respects, the customer is entitled, at their discretion, to reduce the remuneration or to withdraw from the contract. Defects will be repaired or rectified at Plan-Soft's premises or at the installation site, at Plan-Soft's discretion. If Plan-Soft requests the customer to do so, the customer shall send the contracted product to Plan-Soft at Plan-Soft's expense.

VII. Acceptance and Rejection of Delivery and Performance

(1) After each delivery or service, PLAN-SOFT may request a written declaration from the customer confirming that the delivery or service is correct, complete, and free from obvious defects (confirmation of contractual performance). The provision under section VI. (1) shall remain unaffected.
(2) To the extent expressly agreed, PLAN-SOFT will first demonstrate the fulfillment of the performance features to the customer in a test run.
(3) In cases of partial deliveries and partial services, the acceptance declaration shall not extend to properties that can only be examined in conjunction with later deliveries and services. As soon as partial deliveries or partial services are put to productive use by the customer, they shall be deemed accepted.
(4) Deliveries and services are considered accepted no later than 7 days after handover if the customer uses them without fulfilling their aforementioned notification obligations.

VIII. Liability

(1) The liability of PLAN-SOFT or its representatives or vicarious agents shall be governed by statutory provisions in cases of intent or gross negligence.
(2) PLAN-SOFT shall be liable according to the statutory provisions for the breach of a material contractual obligation (cardinal obligation) and for personal injury.
PLAN-SOFT's liability is limited to the contractually typical foreseeable damage in the event of a breach of a material contractual obligation.
PLAN-SOFT is not liable for data loss if the damage would not have occurred with proper data backup within the customer's area of responsibility. Proper data backup is assumed to have taken place if the customer demonstrably backs up their data on a daily basis in a machine-readable format, thereby ensuring that this data can be restored with reasonable effort. PLAN-SOFT's liability for data loss – unless caused intentionally or by gross negligence by PLAN-SOFT – is limited to the typical recovery costs that would have been incurred with proper data backup.
(5) PLAN-SOFT shall not be liable if defects or errors occur after changes to the deployment or operating conditions, due to operating errors, interventions in the software program, such as modifications, adaptations, connections with other programs, and/or due to non-contractual use, unless the customer proves that the defects already existed at the time of delivery or performance, or that they are not causally related to the aforementioned events.
(6) To the extent the liability of PLAN-SOFT is excluded or limited, this shall also apply to the personal liability of employees of PLAN-SOFT and to third parties who acted on behalf of PLAN-SOFT.
(7) To the extent that claims for damages are excluded or limited by the preceding paragraphs, this exclusion or limitation shall also apply
limitation also applies to damages in addition to performance and damages in lieu of performance, for whatever legal reason, in particular due to competing claims arising from defects, breach of duties arising from the contractual relationship, tortious acts, as well as claims for reimbursement of expenses according to § 284 of the German Civil Code (BGB). For liability for delay, the provisions in Section III. (7) shall apply, and for liability due to impossibility, the provisions in Section III. (8) shall apply.
(8) Liability under the Product Liability Act remains unaffected.

IX. Statute of Limitations

Claims for damages by the customer – for whatever legal reason – shall become time-barred within one year from the commencement of the warranty period, otherwise from the creation of the claim. This shall not apply insofar as statutory provisions provide for shorter periods. However, the statutory limitation periods shall apply in the following cases:

for warranty claims if PLAN-SOFT has fraudulently concealed the defect or assumed a warranty for the quality;
for personal injury claims;
for claims for damages based on intentional or grossly negligent breach of duty;
for claims under the Product Liability Act.

X. Setting a Deadline, Threat of Damages, Withdrawal and Termination

If the customer is legally entitled to claim damages instead of performance or reimbursement of expenses after an appropriate deadline set by them has expired without success, such deadline must also include an express threat by the customer that they will assert these legal remedies after the deadline has expired.
(2) The preceding paragraph applies mutatis mutandis if the customer is entitled to withdraw from the contractual relationship with PLAN-SOFT or to terminate it with immediate effect for good cause after an appropriate deadline set by them has expired without result.

XI. Third-Party Rights

PLAN-SOFT will indemnify the customer against all third-party claims arising from infringement of proprietary rights in the supplied software. The prerequisite for this liability is that the customer immediately notifies PLAN-SOFT of third-party claims, does not acknowledge the alleged infringement of proprietary rights, and either entrusts PLAN-SOFT with any dispute, including any out-of-court settlements, or conducts it only in agreement with PLAN-SOFT. To the extent that the customer is responsible for infringements of proprietary rights themselves, claims against PLAN-SOFT are excluded.

XII. Secrecy, Confidentiality

(1) To the extent that the contracting parties exchange confidential information of a commercial or technical nature, or confidential information that is customarily considered a trade secret becomes known to one contracting party from the other contracting party's sphere, such as customer data, they undertake to treat this information with strict confidentiality and not to disclose it to third parties or use it in any way outside the performance of this contract without the consent of the respective other contracting party. Excluded from the mutual confidentiality obligation are such information which demonstrably
a) are generally obvious or become obvious without any action by a contracting party;
b) become known to a contractual partner from another source that is not bound by confidentiality towards the other contractual partner;
c) must be disclosed to a contracting party due to mandatory legal provisions (especially to courts, law enforcement agencies, and authorities).
(2) Each party undertakes to hand over all confidential information physically transmitted by the other party hereunder to the other party at any time upon request, or upon the latter's choice, to destroy it, without retaining any copies or records. Own records, compilations, and analyses containing confidential information must be immediately destroyed upon request by the other party; confidential information transmitted and/or stored electronically must be deleted. The destruction/deletion carried out must be confirmed in writing to the other party upon request.
(3) The term of this confidentiality agreement shall survive the term of this agreement by 5 years.

XIII. Miscellaneous

The place of fulfillment for deliveries, place of payment, and place of jurisdiction shall be Gera, as far as business transactions with entrepreneurs are concerned. The same shall also apply if the customer has no general place of jurisdiction within the country. However, PLAN-SOFT is also entitled to sue at the customer's place of business.
(2) The law of the Federal Republic of Germany shall apply exclusively. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
(3) Ancillary agreements and amendments to the contracts and the GTC must be in writing. This also applies to waiving the written form requirement. Electronic documents such as e-mails, without a qualified electronic signature within the meaning of the Signature Act, do not satisfy the written form requirement.
(4) If individual provisions are not legally effective or lose their legal effectiveness due to a later circumstance, or if a gap is discovered, the legal effectiveness of the remaining provisions shall not be affected. Instead of the ineffective provisions or to fill the gap, an appropriate regulation shall apply, which, as far as possible, comes closest to what the contracting parties would have intended if they had considered this point.
We would like to point out that, in accordance with Section 28 of the German Federal Data Protection Act, data necessary for the proper conduct of business is stored.

As of: 04/01/2025