Valid until 08.11.2025 (to the new T&Cs)
Please note that the English translation of our Terms and Conditions is provided for convenience only. The German version is the only legally binding version.
General Business Terms of COREDINATE GmbH, hereinafter referred to as “COREDINATE”
1. General information
1.1. The following business terms shall apply to all deliveries, services and offers of COREDINATE.
1.2. Contrary business terms and conditions of the customer shall not become part of the contract either without an explicit objection even in the event of the delivery.
1.3. Deviations from these business terms and/or supplements as well as changes and addendums to concluded contracts and the General Business Terms [German abbreviation: AGB] of COREDINATE, which are applicable to said contracts, shall require a written form.
1.4. COREDINATE is entitled to change these General Business Terms. The customer will be informed hereof in writing. The changes shall come into force one month after the notification. If parts are changed for the detriment of the customer, he can terminate the contract within one month after receipt. If the customer does not terminate the contract the change will come into force towards the customer.
2. Offer and conclusion of contract
2.1. Offers of COREDINATE are non-binding. A contract will only be concluded after written confirmation and/or by sending the goods and/or by provision of the services.
2.2. The assumption of guarantees or the assurance of properties requires the written confirmation by COREDINATE.
2.3. The scope of the services to be provided by COREDINATE shall be exclusively stipulated by the written contracts.
2.4. COREDINATE reserves the right to a deviation owing to mandatory standards due to legal or technical standards.
2.5. Insofar as the contractual partners reach an agreement by electronic post, they shall recognise the message as stemming from the other partner subject to proof to the contrary as long as it includes the customary details such as the e-mail address of the sender, his name, the time of the dispatch as well as the repetition of the name as conclusion of the message. Confidentiality is not guaranteed for messages which are transmitted unencrypted.
3. Subscription and registration
3.1. COREDINATE shall exclusively make the software COREDINATE available within the framework of an order relationship.
3.2. The minimum term is principally 24 months, with “Coredinate Flex” one month.
3.3. The termination of a software subscription is possible with a period of notice of three months to the end of the year, with “Coredinate Flex” to the end of the month.
4. Installation, training and advice
4.1. The customer is personally responsible for the proper installation of the software. The initial training of the customer or its employees does not belong to the scope of services and shall only be carried out owing to a corresponding separate agreement.
4.2. Insofar as COREDINATE provides training, installation or consultancy services the customer has to ensure that the necessary pre-requisites have been satisfied on the part of the customer. COREDINATE invoice the customer for a delay or corresponding additional expenses caused by such a breach of obligation, in particular for a longer provision of the personnel of COREDINATE or the own material resources.
5. Terms of payment
5.1. The licence costs for the respective month are respectively to be paid in advance as of the 1st of the month.
5.2. With the granting of a direct debit mandate the due monetary amounts will be debited from the customer’s account.
5.3. COREDINATE is entitled to change the mode of payment at all times in case of deficient creditworthiness of the customer.
5.4. If the customer is in default with the payment it has to pay interest on the monetary debt during the default. The interest rate on default for the year is 8 percentage points above the base lending rate insofar as the customer does not prove less or COREDINATE higher damages.
5.5. In case of default of payment all still outstanding invoices will be due and payable immediately.
5.6. A processing fee of EUR 20 will be due and payable for the event that a supposedly correct bank collection is returned.
5.7. The customer may only offset against undisputed or final and binding claims or offset these against claims of COREDINATE. The customer may only exercise rights of retention if its counter-claim is undisputed or has been determined final and binding.
6. Scope of services
6.1. COREDINATE is entitled to use the help of third parties in order to fulfil the service owed by it.
6.2. Products delivered for test or demonstration purposes shall remain the property of COREDINATE. COREDINATE reserves the right to equip software so that this is no longer fully functional after expiry of the agreed test duration. The customer cannot derive any rights from this.
7. Property
The software is handed over to the customer for the non-exclusive use. It does not acquire any ownership to the software hereby. If the contractual relationship ends the customer undertakes to remove the software from all terminal devices.
8. Rights of use with software products
8.1. COREDINATE shall grant the customer a limited right of use to the software within the framework of the order relationship. All rights of use not explicitly granted shall remain with COREDINATE.
8.2. Incidentally, the essential provisions of the German Copyright Act shall apply additionally with regard to the rights of use.
8.3. Without the written approval of COREDINATE the customer is not entitled to make copies of the documentation, which go beyond the above licence, the original software or the back-up-copy; to rent, sub-licence the software or documentation or make these available to third parties in a way that is not explicitly permitted; to change, modify or adjust the software or documentation (this ban shall among others also apply to the translation, conversion and further use of the product in parts).
9. Delivery and passing of risks
9.1. The delivery is carried out subject to the reservation that COREDINATE receives deliveries correctly and in time itself. Packaging and shipping costs for the delivery of the software to the customer shall be borne by the customer itself. The dispatch route and shipping means shall be determined by COREDINATE.
9.2. Delivery times stated by COREDINATE are non-binding. For the event that the expected delivery date is exceeded by COREDINATE by more than four weeks the customer is entitled to set COREDINATE a reasonable final deadline.
9.3. Changes to the order shall lead to the revocation of agreed dates and deadlines insofar as not otherwise agreed. Delivery and service deadlines shall be extended by a reasonable extent in the event of force majeure and all other impediments for which COREDINATE is not responsible, which have substantial influence on the delivery or service, in particular in case of strike and lock-out at COREDINATE, its suppliers or sub-suppliers.
9.4. COREDINATE is entitled to make partial deliveries and to the corresponding invoicing insofar as the partial delivery is of interest for the use as intended for the customer.
9.5. Insofar as not otherwise agreed a shipment shall be carried out non-insured and at the account and risk of the customer to the address stated when the order is placed. The risk shall pass to the customer when the goods have left the business premises of COREDINATE. This shall also apply with the delivery using company-own vehicles.
10. Delay in acceptance of the customer
If the customer is in delay with the acceptance of ordered goods COREDINATE is entitled to cancel the contract after setting a reasonable final deadline of a maximum of 14 days. If COREDINATE requests damages then this shall amount to 25% of the order value if the customer does not prove less or COREDINATE higher damages.
11. Prices
11.1. The prices are deemed net excluding packaging and freight expenses. Deliveries and services, for which no price has been agreed at the time when they are ordered, will be charged with the valid list price on the day upon which they are provided.
11.2. COREDINATE is not bound to the stated prices if a longer delivery deadline than four months from the written order confirmation has been agreed. In this case the prices that are valid at the time of the delivery shall be charged.
11.3. Claims for refund of the customer will be credited to the customer’s invoice account and insofar as possible offset against the next due claim.
12. Warranty, liability exclusion
12.1. All software products of COREDINATE were created and tested carefully. As recognised according to today’s status of technology it is not possible to create software, which runs without faults in all conceivable system and application environments. However, COREDINATE guarantees that the products are usable within the meaning of the respective programme description. In case of obvious defects to the goods as well as with damages in transit the customer undertakes to report these immediately, however by no later than within 2 weeks after delivery of the software. With the failure to adhere to this deadline warranty claims owing to an obvious defect are excluded. Changes and further developments of the programmes shall not substantiate any defect.
12.2. Defects, which despite careful inspection cannot be discovered within 30 days, are to be reported immediately after discovery, otherwise warranty claims are excluded. Incidentally the customer undertakes to support COREDINATE with the determination of the fault and remedy of defects and upon request to create or print out help information.
12.3. COREDINATE is entitled to bypass a possible occurring fault if this itself can only be remedied with a disproportionate amount of work and the use of the software does not substantially suffer hereby.
12.4. The liability of COREDINATE is limited to the foreseeable damages.
12.5. COREDINATE shall not be liable for damages, which have been caused by a false use of the computer system or insufficient regular protection of the data in the form of back-up copies.
12.6. Neither will COREDINATE be liable for insufficient commercial success with the use of COREDINATE products, nor for damages from claims of third parties, which do not arise from the contractual relationships. All warranty is excluded for consequences, which have been caused by changes made by the customer or a third party to the software or due to improper treatment or false operation of the software.
12.7. Insofar as possible the liability of COREDINATE is limited to the accrued order value of the last three years, alternatively to the sum insured of the employer’s liability insurance of COREDINATE.
12.8. The liability restrictions shall not apply to damages, which were caused by gross negligence and wilful intent, in the event of the breach of essential contractual obligations or guarantees as well as for damages to the body, life or health.
12.9. COREDINATE shall further not assume any warranty for the fact that the programme functions meet the customer’s requirements or cooperate with components in the special configuration at the customer. COREDINATE shall not assume any warranty either for the selection, the installation and the use as well as the thus intended results of the software.
13. Assignability of claims
The customer is not entitled to assign its claims from the contract.
14. Reservation of title
14.1. COREDINATE reserves the right to the ownership to deliveries and services and the right of use to provided software products. If the customer is a merchant, the aforementioned reservations shall apply until the full payment of all claims incurred or still to be incurred from the business relationship. This shall also apply if individual or all claims of COREDINATE were included in a current account and the balance has been drawn and is recognised.
14.2. The customer has to keep the reserved goods in safekeeping with commercial care and attention for COREDINATE and to sufficiently insure that at its costs against fire, water, theft and other risks of damages. The customer assigns its claims from the insurance contracts already with the conclusion of this agreement to COREDINATE, which accepts this assignment.
14.3. The customer hereby now already assigns all claims incurred from the resale of the goods or – insofar as permitted by an individual contract – the further licensing of the software to COREDINATE. It is revocably entitled to collect the claims. At the request of COREDINATE it undertakes to provide information about the assigned claims. COREDINATE is entitled to disclose the assignment towards the customer.
14.4. In case of behaviour of the customer in breach of the contract – in particular with default of payment – or expected suspension of payments COREDINATE is entitled to take the reserved goods back at the customer’s costs or to request the assignment of possible hand-over claims of the customer against third parties.
15. Final provisions
15.1. In case of doubt these terms and conditions shall also remain binding in its other parts with the legal invalidity of individual or several provisions. Should provisions be or become invalid in full or in part these shall be replaced by a provision, which shall as far as possible correspond with the commercial purpose of the invalid provision.
15.2. The law of the Federal Republic of Germany shall apply exclusively under the exclusion of the UN Convention on Contracts for the International Sale of Goods. The place of performance for all deliveries and services of COREDINATE is Uffenheim.