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Terms of Trade

Allgemeine Geschäftsbedingungen der Nexiga GmbH

These Terms of Trade are a component of our offers, contracts and other transactions with our customers and also apply to all transactions with these in the future. The customer’s conditions in deviation to these Terms are invalid, even if we do not expressly contradict such.

I. Prices

Our prices do not include value-added tax, which will be added at the prevailing rate.

II. Delivery dates

(1) Promised delivery dates are extended by a reasonable period of time if the customer subsequently requests a change in the order or delivers late itself. The same applies to Acts of God, industrial disputes or operational disturbance for which we are not responsible, regardless of whether such occur in our company or at our suppliers. We do not recognise fixed deadlines unless we have expressly designated such as fixed and confirmed these in writing.

(2) If we are culpable of missing a delivery deadline, we are not in default until the customer issues a written reminder. In case of default, and after setting a reasonable period of grace, the customer is entitled to withdraw from the contract or to demand damages.

III: Warranty and liability

(1) Information provided by Nexiga is mostly drawn from official data, our own research or that of third parties and from calculations derived from these. Their validity is therefore limited to the normal margin of statistical
error.

(2) The customer is aware that data products are complex and that Nexiga’s warranty obligation regulated in Section III allows an  admissible margin of error. Nexiga neither guarantees nor assures that the data products will meet the needs or fulfil the expectations of end users. As some data products are put togetherfrom public directories and registers, Nexiga cannot extend a warranty for their correctness or  completeness, despite constant comparative monitoring.

(3) The customer must notify complaints concerning incomplete or defective deliveries to us within fourteen days from the date of delivery. If the customer is a merchant, we must be notified in writing of defects that can be identified by reasonable inspection without delay, and of concealed defects without delay after these have been discovered.

(4) If it transpires that a complaint lodged in good time is justified, we have the right to perform rework or to make a replacement delivery at our discretion. If rework fails after two attempts, if the replacement delivery is again defective or if we fail to perform rework within a reasonable period of time, the buyer can demand that the remuneration be reduced or can withdraw from the contract.

(5) Any claims to damages on the part of the customer, regardless of whatever their legal reason, are excluded in case of slight negligence. An exception to this is the violation of major contractual duties (cardinal duties). In case slight negligence leads to the violation of cardinal duties, the  fulfilment of which is essential to achieve the purpose of the contract, we are liable without limitation for personal injuries. We are only liable for material damages and asset losses that are typically foreseeable upon conclusion of contract. In business transactions with merchants, the foregoing limitations of liability apply likewise to cases of gross negligence.

(6) Liability for consequential damages due to defects is excluded, unless the loss has been caused by malice aforethought or gross negligence.

(7) If the customer is a merchant, its claims due to defects in deliveries expire by limitation of time twelve months from handover of the delivery item, unless the claim results from a guarantee given or is attributable to gross negligence or malice aforethought on our part.

IV. Scope of Use

(1) All programs delivered by us are protected by copyright in accordance with §§ 69 a ff UrhG (German Copyright Act) and all data delivered by us are protected by special copyright in accordance with §§ 87 a ff UrhG. They may therefore only be used in the scope agreed with the customer.

(2) Our express permission is required before duplicates are made of programs and data delivered by us. The same applies to transmission over telecoms networks to other computers. However, it is admissible to make a back-up copy as a safety precaution.

(3) The customer must pay us a contractual fine of EURO 100,000 for each single case of culpable infringement
of the ban on duplication, to the exclusion of any plea of a continuation of offence. We reserve the right to pursue damages over and above this amount.

V. Payments

(1) Unless otherwise agreed, our invoices are payable immediately without deductions. If the customer is in default, we are entitled to demand interest at a rate of 5% above the prevailing rate of interest set by the German Bundesbank from the date of default. If the customer is a merchant, our rate of default interest is 8% above the prevailing rate of interest set by the German Bundesbank.

(2) If we become aware after the order has been issued that the customer has concealed unfavourable circumstances not recognisable for us, which cast doubt on its ability to fulfil the contract, we are entitled to withdraw from the contract with
immediate effect and to demand immediate payment for services already provided.

(3) The customer may not offset its counter-claims or retain payments unless its claims are not disputed or have been established by a court of law.

VI. Assignment

Our prior approval in writing is required before rights arising from the business relationship or claims against us can be transferred to third parties.

VII. General provisions

German law shall prevail exclusively over all legal relationships with us. International commercial law is excluded.

VIII. Place of jurisdiction

If the customer is a general merchant, Bonn is agreed as the place of jurisdiction for all legal disputes arising from this contract.