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Terms& Conditions

1. General
These Terms and Conditions govern all the deliveries and services of SENSELOCKSOFTWARE CO., LTD.  (hereinafter referredto as SENSELOCK) to businesses. Businesses here are taken to mean natural orlegal persons or partnerships with a legal personality which, in concluding alegal transaction, is acting in exercise of their trade, business orprofession.
Deviating or supplementary agreements - especially as a result of conflictingterms and conditions of business - shall require the express written consent ofSENSELOCK in order to be valid.
All orders and contracts of the Buyer (quotations), together with warranties ofthe quality and features of the contract goods shall require the writtenconfirmation of SENSELOCK.

2. Price
Deliveries and services shall be made at the prices and conditionscontained in the written order confirmation (acceptance). Prices specifiedtherein are binding. Insofar as nothing else has been agreed, payments shall bemade within 30 days of the invoice date, net, with no deductions being made. Inthe event of payment default, SENSELOCK may charge f% interest above the thenapplicable base interest rate. SENSELOCK reserves the right to provide theBuyer with evidence that the losses caused by default were higher and to assertsuch losses against the Buyer.

3. Delivery dates
Delivery dates and periods shall be binding if they have been individuallydesignated as binding by SENSELOCK. Otherwise all delivery dates and periodsshall not be binding. If non-compliance with a delivery period is attributableto unforeseen difficulties which SENSELOCK is not responsible for, the deliveryperiod shall be extended accordingly. In the event of default on delivery, theBuyer shall have the right to withdraw from the relevant delivery contract freeof charge after expiry of a reasonable grace period set for SENSELOCK. Thegeneral liability limitations in accordance with Section 9 of the present Termsand Conditions shall apply to any other compensation claims which the Buyer mayhave as a result of delayed deliveries or services.
SENSELOCK may execute partial deliveries or services if the Buyer has noparticular interest in a single delivery and the Buyer does not incur anyadditional transportation costs as a result of partial deliveries. The paymentperiods in Section 2 shall apply accordingly.

4. Transfer of risk
The risk shall pass to the Buyer upon the dispatch of goods by SENSELOCK.

5. Reservation of title
We shall reserve the right to ownership of the goods pending full andcomplete payment of all claims from a current business relationship. If theBuyer is complying with its payment obligations to SENSELOCK and is abiding bythe software license terms included in these Terms and Conditions (Sections 10and 11), it may resell and/or process goods under reservation of title in theordinary course of business.
Any processing by the Buyer of products supplied by SENSELOCK shall be made onbehalf of SENSELOCK. Reservation of title shall also apply to goods which arethe result of processing, mixing or combining our goods in their full amount,with SENSELOCK being deemed to be the producer. In the event that thereservation of title of third parties still persists when SENSELOCK goods are processed,mixed or combined with the goods of these third parties, SENSELOCK shallacquire co-ownership of such processed goods in proportion to the invoicevalue. The newly created goods are subject to the same terms as goods suppliedunder reservation of title. Claims which arise against third parties from theresale of goods or products shall be assigned to SENSELOCK immediately by theBuyer as a security either in their entirety or in the amount of ourproportional ownership. SENSELOCK herewith accepts such assignments. ­SENSELOCKand the Buyer are both authorized to collect any claims. SENSELOCK agrees notto collect these claims as long as the Buyer complies with his paymentobligations and is not in default, no application has been filed to openinsolvency proceedings, and the Buyer‘s financial position is stable. If any ofthese cases exist however, SENSELOCK may demand that the Buyer discloses to SENSELOCKall assigned claims and associated debtors, which it provides all the necessaryinformation required for collection, that it hands over related documents andit informs its debtors of the assignment.
Pledges or transfers by way of security shall not be permitted. In the event ofseizures of the reserved goods by third parties, the Buyer shall draw attentionto the ownership of SENSELOCK, and shall inform SENSELOCK without undue delay.In the event of conduct in breach of contract by the Buyer, in particular inthe event of non-payment of the due purchase price, SENSELOCK may withdraw fromthe contract in accordance with statutory provisions and/or demand thesurrender of the goods on the basis of reservation of title. The demand for thesurrender of goods does not simultaneously imply withdrawal from the contract;rather SENSELOCK may demand the surrender of the goods only, whilst reservingthe right to withdraw from the contract. In the event that the Buyer does notpay the due purchase price, SENSELOCK may only assert such rights if SENSELOCKhas previously set the Buyer a reasonable period for payment to no avail or ifsetting such a time limit is not mandatory.
If the realizable value of the securities exceeds SENSELOCK’s claims by morethan 10% SENSELOCK shall, at the Buyer‘s request and at SENSELOCK’s discretion,release securities.

6. Obligation to examine and report defects
The Buyer shall examine the delivery within 14 working days. Anydefects which are or can be ascertained shall be reported to SENSELOCK byregistered letter within the specified period. Posting of the notification bythe deadline is sufficient. Defect complaints must include a detaileddescription of the defect to the best of the Buyer’s ability.
b) In the event of no defect complaint being received in compliancewith the requirements set out in paragraph a) within the specified periods, thegoods in question shall be considered approved.
c) Defects which could not be detected during the examinationsspecified in paragraph a) shall be reported no later than eight working daysafter their detection, in compliance with defect notification requirements setout in paragraph a).
d) In the event of a breach of the obligation to examine and reportdefects in compliance with the requirements set out in paragraph a) or c), thedelivery shall be considered approved as far as the defects are concerned.

7. Liability
Subject to applicable statutory regulations, SENSELOCK shall beliable without restriction for losses arising through willful intent or grossnegligence; in case of fraudulent concealment of a defect; where SENSELOCK hasaccepted a warranty for the quality and features of the item; or in case oflosses arising from injuries caused to life, body or health.
b) In all other respects, in the event of any breach of materialcontractual obligations, SENSELOCK shall only be liable for foreseeable damagetypical of the contract. Here material contractual obligations are obligationswhich protect the material contractual legal position of the Buyer as inherentin the nature of the contract; material contractual obligations are alsoobligations whose fulfillment enables proper execution of the contract, andwhich the Buyer has regularly trusted in and may trust in.
c) Additional contractual and tortious claims shall be excluded.
d) If SENSELOCK’s liability is excluded or limited, this shall alsoapply to the personal liability of SENSELOCK’s employees, representatives andvicarious agents.
e) Liability for loss of data shall be limited to the typical costswhich would have been incurred if a regular data backup, appropriate to thelevel of risk, had been performed.

8. General software license terms and conditions
The Buyer shall be granted a simple, non-exclusive and non-transferrableright to use the object code of ­SENSELOCK software and of third-party software(software developed by a software vendor independently of SENSELOCK) and therelevant documentation, including subsequent amendments.
This right of use does not confer any other rights in the software. SENSELOCKshall reserve all distribution, exhibition, presentation, performance, andpublication rights to the software. The same shall apply to the processing andreproduction rights unless otherwise expressly agreed below.
b) The right of use referred to in a) shall be limited to theobject code of the software program. SENSELOCK shall not be obliged to make thesource code available to the Buyer. The Buyer may not re-engineer, reassemble,decompile, or edit or modify the object code of the software in any other way.
c) All copying of software stored on data storage media and theaccompanying material to electro-magnetic, optoelectronic or any other datastorage medium is prohibited. Exceptions to the aforesaid are the one-offinstallation of the software from the data storage medium to the hard disk, andthe downloading and/or printing of data from the running application forinternal use only. The ban on copying does not apply to the creation of abackup for internal use for the sole purpose of safeguarding the presumed useto which the software is to be put in the future under the contract.
Insofar as the originals contain copyright notices, the Buyer shall ensure thatall copies also contain them.
d) Insofar as a SENSELOCK product contains open source software,this shall be made readily apparent, in which case the Buyer acquires rights ofuse directly from the copyright holders of the respective open sourcecomponents and not from SENSELOCK. The license terms of the open sourcecomponents replace the aforesaid license terms and apply exclusively. SENSELOCKshall make the texts of these license terms available to the Buyer.