Terms and Conditions for Lease
1. Subject Matter
With this lease, CSB grants the Lessee use of the Object of Lease during the term of this Agreement. For this, the Lessee pays the agreed leasing rates.
2. Purpose of Lease
Leasing takes place for the contractually agreed purpose. The Leased Objects may only be used for the contractually agreed purpose.
3. Term of Lease
3.1 The leasing relationship commences with the set up or installation of the objects of Lease according to the product sheet or order confirmation respectively. With an unlimited period of use, the Lease may be terminated subject to six (6) months’ notice to the end of the year, however not earlier than thirty-six (36) months after the start of the initial year of use (calendar year). With a fixed leasing period, the Lease shall be renewed by one year providing the Agreement has not been terminated 6 months before the end of the original or renewed term. With a License Agreement with a fixed term, the period of use shall be extended if a Software Maintenance Agreement is in place with the remaining duration of this Agreement, if not terminated given six (6) months’ notice to the end of the term or the end of the year.
3.2 Both parties can terminate the agreement with good cause with immediate effect. CSB can terminate the leasing agreement without giving due notice if:
- Lessee is in default with the lease payments by more than 60 days
- Lessee violates the software license
- the software maintenance agreement has been cancelled
- Lessee moves headquarters abroad
- a business of Lessee is liquidated or sold, to the extent that the rights of CSB could be jeopardized
- Lessee handles the object of the lease improperly, or considerably reduces its value through own fault
- financial circumstances of Lessee deteriorate considerably, in particular if payments are suspended, enforcement measures are instigated against Lessee or insolvency proceedings are instituted against Lessee or a personally liable partner of Lessee
- After expiration of the business expected useful life of five (5) years, as of installation, CSB terminate support in the form of maintenance for the purchased version.
4. Liability of CSB
4.1 In no case shall CSB be liable to pay compensation for defects of the Object of Lease which exist at the time of contract closing or alternatively occur later due to an event to be represented by CSB, unless the defect is due to malicious intend or gross negligence. Claim for damages by the Lessee shall be ruled out as well, provided that CSB defaults on the elimination of the defect.
4.2 Lessee understands that the leased objects have to be purchased partially by CSB. Therefore, CSB shall not assume liability for the suppliers of the leased objects. CSB makes no undertaking with respect to agreements between Lessee and supplier, unless expressly confirmed in writing by CSB.
5. Location of Delivery
The Leased Object shall be set up or installed by Lessee in his premises in the place of delivery specified in the agreement and may not be removed from this location without written consent of CSB.
6. Duties of Lessee
Lessee shall maintain the Object of Lease in a proper and operational condition and have necessary repairs made at his expense. Operating and support costs shall be borne by Lessee.
7. Leasing Fee and Payment
7.1 The applicable leasing rate is stated on the product sheet or the order confirmation respectively.
7.2 The monthly leasing rate shall be debited directly by CSB on the first day of every calendar month.
7.3 In the event that both parties agree on the payment of a one-time flat rate rent, it is due upon software installation.
8. Passing of Risk, Insurance
8.1 Lessee carries the risk of perishing, loss, premature wear and tear, or damage of the Leased Object. Lessee shall insure the Leased Object during the agreed term of the Agreement against fire, theft and water. If the Leased Object perishes, is lost and experiences such wear and tear during the term of the lease that repair is no longer possible, then Lessee as he deems fit shall either replace the Leased Object with an equivalent one, which he shall have to acquire at his own expense in consultation with CSB, or redeem the agreement. The redemption fee is the acquisition cost agreed for the Leased Object between CSB and the supplying company, attributable pro rata temporis to the remaining period of the Agreement, plus an additional charge of ten (10) % of the acquisition cost. Compensation which CSB receives from third parties shall be offset against the indemnification due from Lessee.
8.2 Lessee undertakes to include the Leased Object in his third party insurance (manufacturer’s liability or special liability).
9. Right of Inspection, Modifications
9.1 CSB or its agents have the right to examine the Leased Object at any time.
9.2 Without the written consent of CSB, Lessee may not make changes of any kind to the Leased Object and is responsible for ensuring that the Leased Object is not connected with other objects in such a way that it becomes an essential element of these objects.
10. Compliance with Relevant Regulations
During the term of the Lease, Lessee shall observe and comply with all existing laws, regulations and administrative directives and all those to be promulgated, which affect the Leased Object and shall release CSB of all claims that can result from the non-compliance with such regulations.
11. Disposition of Leased Object, Subleasing, Levies
11.1 The Lessee may not dispose of the Leased Object in any way; in particular Lessee may not pledge it, encumber it or assign it in any other way to third parties. Lessee shall protect the Leased Object against all access from third parties and should this occur shall immediately notify CSB.
11.2 Subleasing, in particular of licenses, is expressly excluded.
11.3 Lessee is answerable for the timely payment of all private and public fees and levies in respect to the Leased Object. In the case of non-payment, CSB is entitled to make the payment itself and can in this case demand immediate reimbursement from the Lessee.
12. Assignment, Offsetting, Financial Situation
12.1 CSB can assign the rights and claims from the Leasing Agreement elsewhere.
12.2 Lessee shall waive all rights of retention with respect to CSB. Lessee may only offset undisputed or legally asserted counterclaims against CSB.
13. Return of the Object of Lease
Upon termination of the Lease Agreement, whatever the legal reason, Lessee undertakes to return the Leased Object at his own expense and to insure the freight risks.
If Lessee applies for a financing framework for the Purchased Object/License for the Software from a financing company through mediation of CSB, the closing of the Contract is not conditional upon the acceptance of such leasing application. The Contract is executed independently; the acceptance of the leasing application is at the sole risk of the Purchaser/Licensee.
15. Validation of these Terms and Conditions
15.1 The Terms and Conditions apply, unless otherwise agreed upon in writing by Parties. In no event shall any terms and conditions by Lessee apply.
15.2 Any modification to or deviation of the content of this Agreement shall not be valid, unless such modification or deviation has been confirmed in writing by CSB.
15.3 In addition, the General Delivery and Payment Terms and Conditions for the Purchase of Hardware, Software License and Service Performance, as well as the Prices for Services, the Terms and Conditions of the Maintenance Agreements and the Terms and Conditions of Service, Delivery and Performance of CSB apply.
15.4 The latest terms and conditions shall always apply.
16. Applicable Law, Place of Fulfillment and Jurisdiction, Severability Clause
16.1 The contractual obligations of both parties are applicable to German Law exclusively. However, German international civil law applies exclusively for § 27 para. 1 and 3 and § 34 EGBGB.
16.2 Place of fulfillment and jurisdiction for all matters arising from current and future business dealings of both parties, for any reason, is Düsseldorf, Germany. However, CSB reserves the right to pursue claims at a valid jurisdiction of the Purchaser/Licensee.
16.3 Should individual provisions of this Agreement become completely or partially invalid or loose their enforceability, the validity of the remaining agreement will not be affected. In such a case, CSB and Purchaser/Licensee shall replace the invalid clause with a valid clause that bears closest resemblance to the economic purpose of the invalid clause.
CSB-System AG, An Fürthenrode 9-15, 52511 Geilenkirchen, Germany Version January 01, 2009