1. Scope of application

1.1 The General Terms and Conditions apply to all current and future business relationships entered between aicas GmbH (hereinafter referred to as aicas) as well as clients or customers (hereinafter referred to as Customers).

1.2 The Customer’s General Terms and Conditions and/or Purchasing Terms are hereby expressly contradicted. Any differing, conflicting or additional General Terms and Conditions of the Customer shall not become part of the contract – even upon knowledge thereof by aicas – unless aicas expressly approved of their validity in writing.

1.3 Any differing agreements arising from other contracts with Customers shall have priority over these General Terms and Conditions. All other agreements of these General Terms and Conditions shall not be affected by these contracts and keep their validity.

2. Limitation of Liability

aicas shall not be liable for any warranty claims or damages, irrespective of the legal cause, whether in contract warranty, failure of a remedy to achieve its intended or essential purposes, tort (including negligence), strict liability, indemnity or any other legal theory and in particular shall not be liable for damages incurred as a result of consultation, assistance in setting up procedures, business interruption or software bug fixes. This limitations shall not apply in the following situations:

• the damage was caused wilfully or through gross negligence,
• cases of injuries to life, body or health,
• infringement of essential contractual obligations (cardinal contractual obligations).

However, liability for damages arising from the violation of cardinal contractual obligations shall be limited to the foreseeable damage normally covered by the contract except in cases of willful misconduct, gross negligence, and cases of injuries to life, body or health.

3. Data protection

aicas may save and process any data relating to the relevant orders only to the extent permitted under applicable law. Details are set out in the privacy policy available on aicas’ website.

4. Assignment

The Customer may not delegate, assign, or transfer any agreements with aicas, the license as granted by aicas or any of its rights or duties hereunder, including by way of merger (regardless of whether either party is the surviving entity) or acquisition, and any attempt to do so, without aicas’ express prior written consent, shall be void.

5. Language

All communications and notices made or given pursuant to agreements between aicas and the Customer, and all documentation and support to be provided, unless otherwise noted, shall be either in the English or the German language.

6. Applicable law and jurisdiction

6.1 Any contracts entered into between aicas and the Customer shall be governed by, and construed in accordance with, the laws of the Federal Republic of Germany, without regard to its’ conflict of law provisions.

6.2 If the Customer is a corporation, limited liability company or commercial partnership or otherwise operates a commercial business (“Kaufmann” within the meaning of Sec. 1 (1) of the German Commercial Code) or is a legal entity or special fund organized under public law, the courts in Karlsruhe shall have exclusive jurisdiction in respect of all disputes arising out of or in connection with the relevant contract. In all other cases, we or the Customer may file suit before any court of competent jurisdiction under applicable law.

7. Final provisions

7.1 Form
All additions and amendments to the terms of the contract(s) and these General Terms and Conditions require the written form and must be duly signed by a corporate officer of aicas to become effective. This also applies to the effectiveness of the waiving of the clause regarding the written form.

7.2 Severability
In the event that any provision of the contract(s) or these General Terms and Conditions shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render the contract(s) or these General Terms and Conditions unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

7.3 Headings
The section headings appearing in the contract(s) and these General Terms and Conditions are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or extent of such section or in any way affect the contract(s) or these General Terms and Conditions.

7.4 Counterparts
Any contract between aicas and the Customer may be executed simultaneously in two or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument.