SYSGO is specialized in design, implementation and configuration of device software for the embedded market.
Commercial Registry: HRB Mainz 90 HRB 8066
Executive Board: Etienne Butery (CEO), Kai Sablotny (COO)
Supervisory Board Chairman: Marc Darmon
VAT-Id-No.: DE 149062328
© 2016 by SYSGO AG. All rights reserved. SYSGO, ELinOS, PikeOS, CODEO, COGNITO, and other SYSGO products and services mentioned herein as well as their respective logos are trademarks or registered trademarks of SYSGO AG in Germany and in several other countries all over the world. All other product and service names mentioned are the trademarks of their respective companies. Data contained on this website serves informational purposes only. National product specifications may vary. These materials are subject to change without notice. These materials are provided by SYSGO AG for informational purposes only, without representation or warranty of any kind, and SYSGO AG shall not be liable for errors or omissions with respect to the materials. The only warranties for SYSGO AG products and services are those that are set forth in the express warranty statements accompanying such products and services, if any.
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General Terms and Conditions
§ 1 General
- The General Terms and Conditions of SYSGO are valid exclusively; provisions to the contrary or diverging provisions of contractual partners will not be acknowledged unless SYSGO explicitly and in writing ac-knowledges their validity. These AGB are also valid if SYSGO performs its required services without reservations and being aware of provisions to the contrary or diverging provisions of the contractual partner.
- Supplements to the contract are only valid if they are confirmed in writing by SYSGO. This refers also to subsequent amendments, modifi-cations or other variances from the terms of the contract.
- The contractual partner is aware of the fact that the performance may consist of Open Source Software (“OSS“). Because of the specific nature of OSS, being developed by a multitude of Persons outside SYSGO, possible information on properties of OSS given by SYSGO is not legally binding.
- As far as the performance consists of OSS, SYSGO cannot grant rights to it.
- Software in the sense of these General Terms and Conditions are all programs or parts of programs to be used with EDP equipment, data carriers, manufacturer’s documentations, user manuals, working sheets, and all other documents to explain the programs and which are provided or developed by SYSGO to perform a contract.
- Sales, software licenses, service and maintenance are only per-formed on the base of these General Terms and Conditions.
- Contrary Terms and Conditions of the contractual partner herewith are being explicitly contradicted. An inclusion into the contract is only considered in particular cases and only after explicit agreement with SYSGO.
- The AGB of SYSGO apply also to all future business with the contractual partner.
§ 2 Tenders/Contracts
- Tenders by SYSGO are not legally binding prior to their written confirmation.
- The written confirmation of a tender is replaced by the invoice if the contract is performed immediately.
- Authoritative as to the extent of the delivery is the confirmation by SYSGO.
- Tenders by SYSGO are not binding unless after prior notification from SYSGO in writing.
- If the order qualifies as a tender in the sense of § 145 German Civil Code, SYSGO may accept this within four weeks.
- Undertakings as to product properties are only legally binding if explicitly confirmed by SYSGO in writing. Statements within the prospec-tus are not to be deemed as product property guaranteed or as warranty of any kind.
§ 3 Prices/Terms of Payment
- As far as the contract confirmation/the contract agreement does not state otherwise SYSGO’s prices are ex shipping point and exclusive of postage and packing, which will be charged separately.
- The statutory VAT is not included into the price. It will be indicated separately within the invoice in the statutory amount as at invoicing date.
- The deduction of discounts requires a special written agreement.
- As far as the contract confirmation/the contract agreement does not state otherwise is the net purchase price (without discount) due to be paid within 30 days from invoice date. Gets the contractual partner into arrears SYSGO is entitled to claim interest on payment in arrears in the amount of 8 % above the respective European Central Bank base interest rate p. a. as long as the contractual partner is not a final con-sumer, otherwise the outstanding accounts will bear 5 % interest p. a. The assertion of further damages remains reserved. However, the contractual partner is entitled to prove that no damage or a considerably lower damage occurred because of the delay in payment.
- The contractual partner is only entitled to rights to set off if the counterclaims are established in a legally binding way, are undisputed or if they are acknowledged by SYSGO. The same is valid for the exercise of rights of retention. Furthermore, the exercise of a right of retention requires that the counterclaim rests on the same contractual relation-ship.
- Bills of exchange and postdated checks are only accepted after special written agreement prior to the presentation and only as a matter of payment. Bill of exchange tax as well as bank charges, discount charges and collection charges are on the expense of the contractual partner.
- In case the contractual partner fails to meet the obligation to pay and/or other obligations from the contract, suspends payments or an application for insolvency proceedings on the assets of the contractual partner or its statutory representatives is filed, the total remaining debt falls due to immediate payment. In this case SYSGO is entitled to declare rescission of all contracts and to retrieve merchandise already delivered under reservation of title as well as to claim refund of all expenses originating in the rescission (e. g. backhaul, decrease in value, expense allowance, etc.).
§ 4 Reservation of Title
- SYSGO reserves the title to the subject matter of a contract until receipt of all payments under the contract. In case of conduct contrary to the terms of contract SYSGO is entitled to retrieve the subject matter of the contract. The act of retrieval by SYSGO does not constitute a rescis-sion of contract unless this is declared explicitly in writing by SYSGO. SYSGO is entitled to realize the subject matter of the contract after retrieval, the proceeds from the realization is to be credited against the debts of the contractual partner; allowing for reasonable realization expenses.
- SYSGO reserves property right titles and copyrights in drawings, calculations, and other documents. This applies also to such documents marked as “confidential“. Prior to the passing on of these the explicit written consent of SYSGO is required.
- The contractual partner is obliged to treat the subject matter of the contract with care.
- In case of levy of execution or other interventions from third parties the contractual partner is obliged to inform SYSGO immediately in writing, in order to enable SYSGO to take legal action according to § 771 German Code of Civil Procedure (ZPO). As far as the third party is not able to refund to SYSGO the expenses in and out of court of legal action according to § 771 ZPO the contractual partner is liable to SYSGO for the loss arising from this.
- The contractual partner is entitled to resell the subject matter of contract in the due course of business activities as far as the subject matter is a tradable item; however, the contractual partner assigns to SYSGO already now all claims up to the finally billed amount (including VAT) arising against the buyer or third parties from the resale regardless to whether the resale was effected with or without processing of the item. Even after the assignment the contractual partner remains entitled to collect this claim. SYSGO’s authority to collect the claim itself remains unaffected. However, SYSGO undertakes to not collect the claim as long as the contractual partner meets the payment obligations out of the agreed proceeds, there is no delay in payment, there is particularly no filing of an application to open insolvency proceedings or suspension of payments. However, if this is the case SYSGO may request to be noti-fied on the assigned claims and the corresponding parties liable, to be given all information necessary to collect the claims, to be handed over all appropriate documents and that the parties liable (third parties) are notified about the assignment by the contractual partner.
- The processing or remodeling of the tradable item by the contrac-tual partner is always made for SYSGO. If the subject matter of the contract is being processed with other items not belonging to SYSGO, SYSGO acquires joint property in the new item in the proportion of the value of the subject matter of the contract compared to the other proc-essed items at the time of processing. Besides, the same regulations apply to the item created by the processing as to the subject matter of the contract delivered with reservation of title.
- Is the subject matter of the contract merged inseparably with other items not belonging to SYSGO, SYSGO acquires joint property in the new item in the proportion of the value of the subject matter of the contract compared to the other merged items at the time of merging. Is the merging made in a way that the item of the orderer is to be seen as main item, it is deemed stipulated that the contractual partner assigns joint property proportionally. The contractual partner keeps for SYSGO the sole or joint property thus created.
- On request of the orderer SYSGO undertakes to release securities SYSGO is entitled to as far as the value of the securities exceeds the value of the claims to be secured by more than 20 %; the choice of securities to be released is incumbent on SYSGO.
§ 5 Periods and Times of Delivery
- The commencement of the period of delivery declared by SYSGO requires clarification of all technical questions. Part performances by SYSGO are admissible.
- Times of delivery can only be declared for merchandise in stock. Beyond this there are only and exclusively “estimated times of delivery“ without commitment in the sense of a fixed date. SYSGO is obliged to inform the contractual partner about expected delays in delivery immediately in writing.
- Is an announced estimated time of delivery for the contractual partner unreasonably delayed, the partner is entitled to fix with SYSGO a reasonable period of grace of at least four weeks and to rescind the contract partially or in total after the expiration of this period without result; damage claims because of non performance are due to the contractual partner only in the amount of the foreseeable damage and only if the delay in performance results from intent or gross negligence by the statutory representatives, by the executives, or by other vicarious agents of SYSGO.
- The observance of a stipulated period of delivery requires the timely and orderly performance of the contractual partner’s obligations. The period of delivery is reasonably prolonged particularly in cases of plant or equipment failure, strike, lockout, non delivery by in-suppliers, or other circumstances for which SYSGO bears no responsibility.
§ 6 Passing of the Risk
- As far as the contract confirmation does not state otherwise delivery is stipulated ex shipping point.
- If the contractual partner so requests SYSGO will cover the delivery by a transportation insurance; expenses thus incurred are borne by the contractual partner.
- Transportation material and all other packaging according to the currently valid packaging ordinance will not be taken back. Exempt from this are pallets. The Customer disposes of all packaging and transporta-tion material at own expense.
§ 7 Cancellation of Delivery
- If the contractual partner cancels the order partially or total and if SYSGO agrees into the cancellation, SYSGO is entitled to claim repay-ment of expenses. The repayment of expenses is to be made in a lump-sum and to be calculated as follows:
a) for not yet produced devices 50 % of the cancelled net value of the delivery if the cancellation was made later than 30 days before the scheduled delivery date
b) in all other cases there is to be paid a lump-sum repayment in the amount of 30 % of the cancelled net value of delivery.
- As far as the contractual partner proves lower expenses only these are to be repaid. In case of proving higher expenses SYSGO is entitled to get these repaid.
- SYSGO’s right to claim damages for non-performance remains unaffected.
§ 8 Warranty
- The contractual partner acknowledges that malfunctions of software cannot be entirely ruled out according to the state of the art, not even with greatest diligence. Therefore the unrestricted operability and/or the elimination of all faults cannot be guaranteed.
- Therefore SYSGO warrants for the subject matter of the contract only to be free of faults of material and manufacturing which would considerably diminish its value or efficiency.
- Defects of the subject matter of the contract corresponded by the contractual partner’s written notice will be eliminated within a period of warranty of 12 months commencing with delivery. This will be made at SYSGO’s choice either by rectification of defects or substitute delivery. SYSGO is to be granted a reasonable period to remove the defects.
- The warranty for approved copies of software made by the contrac-tual partner is restricted to faults of the copying software and requires that this software itself still commits SYSGO to provide warranty.
- With approved modifications of the software the warranty is re-stricted to faults of the software that existed before the modifications were made. There is no warranty granted for the applicability of software.
- If the rectification of defects or the substitute delivery fails, the contractual partner may claim conversion or reduction of the purchase price.
- If the investigation of the reported malfunction results in a fault of the software not covered by the warranty, SYSGO may charge a discre-tionary cost sharing from the contractual partner. This applies particularly to faulty operating by the contractual partner or other malfunctions being not within SYSGO’s field of responsibility.
- To software individually developed for the contractual partner applies the stipulated performance description and acceptance proce-dure. If this description and/or acceptance is omitted, SYSGO tries, according to SYSGO’s best knowledge and belief, to develop and/or customize the software in the sense of the contractual partner. In this case the acceptance is deemed made with delivery. The contractual partner’s requests for changes will be considered, if possible at all according to the state of the art, within reasonable time and upon sepa-rate remuneration.
- The documentation supplied may, in individual cases, differ slightly from the actual program, if the program was being developed further in the mean time.
- The period of warranty/liability for defects is 12 months. The limita-tion period for claims based on defects generally commences with delivery of the items which are subject matter of the contract. With the delivery of part performances the period starts with acceptance of the last part performance. If a part performance is already used by the contractual partner, the limitation period for this part performance begins with the first day of use after the acceptance of this part performance.
§ 9 Duties to Examine and Notify
- The contractual partner is obliged to examine the subject matter of the contract within 8 work days after delivery, particularly with respect to the operability of fundamental program capacities as well as the com-pleteness of possible data carriers and/or manuals. Defects detected or detectable with this examination must be reported to SYSGO by regis-tered letter within a further 8 work days. The notice of defects must contain a detailed description of the defects.
- Notice must be given of defects not detectable in the course of the described orderly examination within eight work days after detection, including a detailed description of the defects.
- In case of non-compliance with the periods to examine and notify the merchandise is deemed approved/accepted, even considering the defect concerned.
§ 10 Liability
- SYSGO is liable for intent and gross negligence according to the statutory provisions.
- For slight negligence SYSGO is only liable if an essential contrac-tual obligation (“Cardinal Obligation“) was infringed or if it is a case of default or of an impossibility for which SYSGO is responsible, In this case the liability is limited to the damage typically foreseeable and in all other cases the liability for slight negligence is excluded, with the exemp-tion of claims according to the Product Liability Act and in cases of bodily injuries.
- Also in the absence of warranted properties, initial impossibility, or impossibility occurring during default, the liability of SYSGO is limited to the damage typically foreseeable.
- If the contractual partner indicated the incurrence of a dispropor-tionately high damage, SYSGO is liable if SYSGO explicitly accepted liability for this in writing.
- SYSGO accepts no liability for damages occurring from counseling, support in the implementation of new programs, or the operation of software, or from other losses or damages in connection with the pur-chase of software.
- In cases of loss or damage of data carriers and related consequen-tial damages or losses, SYSGO’s liability is limited to the costs for the reload of data into the system from an orderly made backup copy and for the expenses for the replacement of data lost or damaged of the calen-dar day in which the damage occurred. Liability for other damages consequential to the defect is excluded.
- SYSGO’s liability for the total of all damages is limited to the con-tractual size of the order, with the exemptions of intent, gross negli-gence, claims from the Product Liability Act, and from bodily injuries. If a continuous payment of a flat rate was stipulated (e. g. because of a software maintenance contract) the liability is limited to the total amount of flat rate payments during the contractual year.
- Per individual case of damage SYSGO’s liability is limited to € 50,000.--, with regard to the exemptions according to sub-clause 8.7.
- Further claims of the contractual partner beyond those explicitly listed in here are excluded, as far as permitted by law.
- The contractual partner is free to request with conclusion of the contract further liability of SYSGO at separate charge.
§ 11 Warranty of Title
- SYSGO is responsible that the merchandise delivered is free from titles of third parties restricting or excluding the use by the contractual partner. SYSGO is further responsible for holding the authority to sell the products distributed.
- If a third party claims infringement of property rights against the contractual partner, this partner immediately notifies SYSGO. In such case SYSGO is entitled to, but not obliged to, settle the claims asserted at own cost and on own behalf. The contractual partner is obliged to act in agreement with SYSGO in case of altercation.
- If during a lawsuit conducted by SYSGO the further use of software by the contractual partner is prohibited or such a judgment is in SYS-GO’s opinion to be expected, SYSGO may optionally do the following:
a) Change the software in a way that with equal function no property right is infringed any more and/or
b) obtain the right for the contractual partner to further use the software and/or
c) replace the software by another equivalent to it but not infringing property rights and/or
d) take back the software and refund the purchase price to the contrac-tual partner allowing a reasonable amount for the loss of usage and value.
- The above clauses 1. to 3. are only valid if and in so far as the software was used according to the contract and the infringement of property rights was not caused by an alteration of the software made by the contractual partner or by a third party.
- On the occasion of infringements of property rights the contractual partner is not entitled to other claims than the aforementioned.
§ 12 Obligation of Secrecy/Data Protection
- SYSGO undertakes to employ exclusively personnel obliged to data secrecy according to § 5 Federal Data Protection Act (BDSG) when processing personal data.
- SYSGO and its employees commit themselves to secrecy. This obligation of secrecy comprises all information about the contractual partner as well as this partner’s customers, which are classified confi-dential or which are, after the circumstances, recognizable as business or trade secrets. This comprises also the names of the contractual partner’s customers.
- SYSGO and its employees commit themselves not to record nor to pass on nor to make use of this information as far as it is not necessary to achieve the contract purpose. SYSGO bears responsibility that third parties do not obtain knowledge of business and trade secrets of the contractual partner.
- SYSGO will ensure by appropriate contractual agreements that personnel and representatives working for SYSGO also observe these obligations, even after the end of the employment contracts.
- The above clauses 12.2 to 12.4 apply to the contractual partner accordingly.
- Upon request SYSGO gives information on the measures taken to ensure data protection to the contractual partner’s data protection officer.
- SYSGO declares that the technical and organizational measures according to § 9 BDSG were taken.
- The contractual parties notify each other immediately in writing as soon as the suspicion of breach of data protection is identified.
§ 13 Exportation and Re-Exportation
All merchandise delivered under this Agreement is subject to German and EU export control laws and may be subject to export or import regulations in other countries. The contractual partner agrees to comply strictly with all such laws and regulations and acknowledges that he has the responsibility to obtain such licenses to export, re-export, or import as may be required after delivery.
§ 14 General Regulations
- These General Terms and Conditions are supplementary to existing specific regulations between SYSGO and the contractual partner as stipulated in individual contracts. If individual regulations of these Gen-eral Terms and Conditions are opposed to other contractual regulations (e. g. license agreement) then the latter regulations prevail.
- Modifications and amendments of the contract require written form to obtain validity. This applies also to the clause requiring written form and the renunciation of the requirement of written form. Oral supple-ments are not agreed.
- If one of the regulations of these General Terms and Conditions is partially or entirely invalid or becomes invalid or contains a loophole, then the legal effect of the other regulations remains unaffected. Instead of the invalid regulations or a loophole the contractual parties shall primarily agree on a regulation coming as close as possible to the desired economic result of the invalid or incomplete regulation.
- As far as the orderer is a merchant entered as such into the com-mercial register SYSGO’s place of business is the venue; however, SYSGO is also entitled to file action against the contractual partner at the court having jurisdiction at the latter’s place of residence.
- The contractual partner agrees into the storing, the processing and the passing on of personal data to third parties within the limits of the business relations, as far as the contractual partner’s interests warrant-ing protection are observed.
- SYSGO is entitled to point out in public that the contractual partner uses software by SYSGO.
- These General Terms and Conditions and the contracts concluded on the base of these are subject to the law of the Federal Republic of Germany to the exclusion of the UN law on the sale of goods (Conven-tion on Contracts for the International Sale of Goods as per April 11, 1980, “UNCITRALKaufrecht“).
- Place of execution is SYSGO’s registered office.
- The legal relationships between the parties are exclusively subject to the law of the Federal Republic of Germany.
- The above paragraphs represent a convenience translation from the original German version of the AGB. In the event of ambiguity, or differ-ence arising between the original version and this translation, the original German version shall prevail.
SYSGO AG is committed to ensuring that your privacy is protected. Should we ask you to provide certain information by which you can be identified when using this website, then you can be assured that it will only be used in accordance with this privacy statement.
What we collect
We collect information from you when you register on our site or fill out a form. We may collect the following information:
- name and job title
- contact information including email address
- demographic information such as postcode, preferences and interests
- other information relevant to customer surveys and/or offers
What we do with the information we gather
We require this information to understand your needs and provide you with a better service, and in particular for the following reasons:
- We may use the information to improve our website (we conzinually strive to improve our website offerings based on the information and feedback we receive from you).
- We may use the information to improve our products and services.
- We may periodically send promotional email about new products, special offers or other information which we think you may find interesting using the email address which you have provided.
- From time to time, we may also use your information to contact you for market research purposes. We may contact you by email, phone, fax or mail. We may use the information to customise the website according to your interests.
We are committed to ensuring that your information is secure. In order to prevent unauthorised access or disclosure we have put in place suitable physical, electronic and managerial procedures to safeguard and secure the information we collect online.
We use traffic log cookies to identify which pages are being used. This helps us analyse data about web page traffic and improve our website in order to tailor it to customer needs. We only use this information for statistical analysis purposes and then the data is removed from the system.
Overall, cookies help us provide you with a better website, by enabling us to monitor which pages you find useful and which you do not. A cookie in no way gives us access to your computer or any information about you, other than the data you choose to share with us.
You can choose to accept or decline cookies. Most web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. This may prevent you from taking full advantage of the website.
Links to other websites
Our website may contain links to other websites of interest. However, once you have used these links to leave our site, you should note that we do not have any control over that other website. Therefore, we cannot be responsible for the protection and privacy of any information which you provide whilst visiting such sites and such sites are not governed by this privacy statement. You should exercise caution and look at the privacy statement applicable to the website in question.
Controlling your personal information
We will not sell, distribute or lease your personal information to third parties unless we have your permission or are required by law to do so.
If you believe that any information we are holding on you is incorrect or incomplete, please write to or email us as soon as possible, at the above address. We will promptly correct any information found to be incorrect.
Online privacy only
Terms and Conditions
Please visit our Terms and Conditions section establishing the use, disclaimers, and limitations of liability governing the use of our website at www.sysgo.com.
SYSGO AG may change this policy from time to time by updating this page. You should check this page from time to time to ensure that you are happy with any changes. This policy is effective from October 23, 2009.