 1 Scope

As far as dormakaba Deutschland GmbH, DORMA Platz 1, 58256 Ennepetal, or a company affiliated with it in accordance with Section 15 f. Stock Corporation Act (hereinafter referred to as "dormakaba") to an entrepreneur (hereinafter referred to as "CUSTOMER") software programs including data carriers, program adapters, program keys or documentation (hereinafter referred to as "software") sells or sells it permanently, the following provisions apply in addition to the general terms and conditions of dormakaba.


 2 Subject of Service

(1) dormakaba will deliver the software to the customer in accordance with the product description in the documentation. Unless expressly agreed otherwise in writing, dormakaba will deliver the software in the current version. The source code of the software is not part of the contract and is not made available to the customer.

(2) The dormakaba product description in the documentation finally regulates the nature of the functionality of the software. In particular, dormakaba specifies which system requirements are necessary for the intended use of the software and which system landscapes, browsers and operating systems are supported by the software. Dormakaba does not owe any additional software properties.

(3) Before concluding the contract, the customer has informed himself about the essential properties of the software - including compatibility with other software and hardware. If in doubt, he must obtain information from dormakaba or a qualified third party before concluding the contract. At the express request of the customer, dormakaba will inform the customer of the possible uses and conditions of the software.

 3 Notification of Defects and Liability for Defects

(1) The customer is obliged to examine the software supplied for obvious defects that an average customer will readily notice. The obvious defects also include the lack of manuals, significant, easily recognizable functional limitations of the software or significant, easily visible damage to the same. This also includes all cases in which another item or too small a quantity is delivered. Such obvious defects must be reported to dormakaba in writing immediately after delivery within the meaning of Section 377 of the German Commercial Code (HGB).

(2) Defects that only become apparent later must be reported to dormakaba immediately within the meaning of Section 377 of the German Commercial Code (HGB) after they have been recognized by the customer.

(3) In the event of a breach of the duty to examine and notify, the software is deemed to have been approved with regard to the defect in question.

(4) Every complaint must contain a precise description of the problem.

(5) In the event of any complaint, dormakaba has the right to inspect and check the software complained about.

(6) If the notification of defects is unjustified and dormakaba has provided services to repair or determine the cause, dormakaba can demand the usual remuneration for this if the customer has recognized or negligently misjudged that there is no defect.

(7) In the event of a defect, dormakaba provides a guarantee by either providing the customer with new, defect-free software or by eliminating the defect. dormakaba can also eliminate the defect by informing the customer about reasonable measures to avoid the effects of the defect in the future.

(8) A defect does not exist if a software product from dormakaba is not compatible with software components from other manufacturers.

(9) The customer must give dormakaba the time and opportunity required to carry out the rectification work that appears necessary to dormakaba.

(10) If the repair or a replacement delivery fails or if this is not possible within a reasonable period, the customer can, at his option, request a reduction in the remuneration or cancellation of the contract.

(11) The customer can only claim damages or reimbursement of expenses due to a defect in accordance with the provisions in  4.

(12) The limitation period for the claims mentioned above in  3 Paragraph 3-5 is one year. It begins with the delivery of the software. The one-year limitation period does not apply in the case of willful misconduct or gross negligence on the part of dormakaba, in the case of fraudulent concealment of a defect, in the case of a legal defect in accordance with Section 438 (1) a) BGB, due to culpable injury to life, limb or health or in other cases legally mandatory liability (e.g. according to the product liability law).


 4 Compensation for Damages

(1) Unless otherwise regulated in these terms and conditions, claims for damages and reimbursement of expenses by the customer, regardless of the legal reason, in particular due to the breach of obligations arising from this contractual relationship or from tort, are excluded.

(2) This does not apply if liability is as follows:
a) according to the Product Liability Act;
b) in the event of intent;
c) in the event of gross negligence on the part of owners, legal owners, legal representatives or executives;
d) failure to comply with a guarantee;
e) due to culpable injury to life, body or health or
f) due to the culpable breach of essential contractual obligations. Essential are those contractual obligations, the fulfillment of which enables the proper execution of the contract and on the fulfillment of which the contractual partner can rely. The customer's claim for damages and reimbursement of expenses for the breach of essential contractual obligations is limited to the foreseeable damage typical for the contract, unless another of the aforementioned cases exists.

(3) In the event of negligent breach of duty by dormakaba or its vicarious agents, liability is limited to  50,000, provided that this amount covers the foreseeable damage typical for the contract and dormakaba or its vicarious agents are not guilty of willful or grossly negligent behavior.

(4) In the event of loss of data, dormakaba's liability is limited to the effort necessary to restore the lost data on the customer's system using existing backup copies. The customer is obliged to back up his data regularly and to the extent necessary, e.g. by making backup copies.

(5) A change in the burden of proof to the detriment of the customer is not associated with the above regulations.

(6) The objection of contributory negligence remains unaffected by the above provisions.

(7) The limitation period for the claims for damages and reimbursement of expenses mentioned in  4 is one year. This does not apply in the case of willful misconduct or gross negligence on the part of dormakaba, in the case of fraudulent concealment of a defect, in the case of a legal defect in accordance with Section 438 (1) a) BGB, due to culpable injury to life, limb or health and in other cases that are more legally binding Liability (e.g. according to the Product Liability Act). 


 5 Third Party Rights

(1) dormakaba will defend the customer to a reasonable extent against all claims made by a third party due to any infringement of industrial property rights or copyrights in the Federal Republic of Germany, and will assume legally enforceable costs and compensation amounts imposed on the customer, provided that the customer is dormakaba from such claims immediately notified in writing and dormakaba reserves the right to take all defense measures and settlement negotiations.

(2) If claims according to Section 5 (1) have been raised or if dormakaba believes that they are to be expected, dormakaba can change or replace the software at its own expense or obtain a right of use in favor of the customer.

(3) If it is not possible to change or replace or to obtain a right of use with reasonable effort, dormakaba can take back the software after written notification against reimbursement of the current value. In this case, dormakaba is only liable for any additional damage or expenses incurred by the customer in accordance with Section 4.

(4) dormakaba is exempt from all of the foregoing obligations if claims by a third party are based on the fact that the software has been modified or used together with goods not approved by dormakaba or other items not approved by dormakaba or a breach of contractual provisions.


 6 Rights of use

(1) dormakaba grants the customer a simple, temporally and spatially unlimited right to use the software. The customer may only use these to the extent specified in the contract. The customer is not entitled to change, disassemble or decompile dormakaba's software, except in legally permitted cases (e.g. Section 69 e) of the Copyright Act. Rental of the software is only permitted with the prior written consent of dormakaba.

(2) The right to use the software is transferred to the customer upon full payment of the purchase price.

(3) The customer may make a copy of the software to back up data. He has to reproduce alphanumeric identifiers, trademarks and copyright notices unchanged and to keep a record of the whereabouts of the copies. He is not allowed to duplicate documentation.

(4) The customer may use the software on any hardware available to him; In doing so, he must observe the system requirements specified by dormakaba for the respective software version. If the customer changes the hardware, he must delete the software from the hardware previously used.

(5) The customer is entitled to sell or give away the right to use the software to third parties, provided that the third party agrees to the continued application of these contractual terms and conditions. In any case, he may only hand over the software to the third party in a uniform manner. He must also hand over backup copies of the software to the third party or destroy the backup copies that have not been handed over. At the same time, he must completely and permanently cease using the software.

(6) The customer must ensure that the software, its reproductions and the documentation are not rented to third parties without the prior written consent of dormakaba.

(7) The above regulations in  6 Paragraphs 1 to 5 also apply to all process technologies and know-how known to the customer.

(8) Even beyond the duration of this contract, the customer shall not undertake to use the software, any process technologies and know-how that have become known, in whole or in part, to third parties - except in the exceptional cases specified in  6 Paragraphs 1-5 to make accessible. He is responsible for ensuring that none of his employees or third parties use the software, for example process technologies or know-how that have become known, in whole or in part for purposes other than the use specified in  6 Paragraphs 1-3.


 7 Trademarks, copyright notices, alphanumeric identifiers

The customer may not change trademarks, copyright notices or alphanumeric identifications of the software or the documentation.


(As of April 2014)