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Terms and Conditions of CSB-System SE for Acquisition and Maintenance of Hardware

1. Subject Matter of these Terms and Conditions

The following contractual terms shall apply exclusively for the purchase and maintenance of hardware between CSB-System SE (= CSB) and its business customers.

The application of terms of business and purchase of the customer is excluded. The current version of the Terms and Conditions of CSB shall apply exclusively.

2. Conclusion of the Contract

2.1 Unless otherwise stipulated in written form, offers by CSB shall be valid for a maximum term of four weeks following the quotation date. The offers shall expire automatically upon expiry of this period, unless they are accepted by the customer in written form. Provided that prices fixed by suppliers are verifiably changed by more than 30 percent compared to the original offer, CSB shall be entitled to revoke its offer until acceptance.

2.2 Tender documents (product descriptions, sample documents and the like) shall remain the property of CSB and may not be reproduced or forwarded to a third party without the consent of CSB, unless the purchaser has paid remuneration for the preparation of these documents.

2.3 A contract shall be concluded when the parties have signed the product sheet or the individual contract. In the case of maintenance services a contract can optionally be concluded by rendering a service, provided that the parties have not concluded a written contract beforehand.

2.4 The product description of the hardware components is merely a general performance specification. There shall be no right to the delivery of the specific hardware product. If single hardware components are no longer available after the product sheet or individual agreement has been signed, CSB shall be entitled to replace such components by ones of an equivalent nature. If the purchaser objects to the alternative delivery, he shall be entitled to a partial cancellation exclusively with regard to the component no longer available, insofar as a partial delivery is reasonably possible for the purchaser with regard to the total delivery. The purchaser is aware of the fact that hardware manufacturers constantly make technical modifications to their products. In addition, the purchaser agrees that CSB shall deliver the products in a technical state-of-the-art condition at the time of delivery.

3. Installation Preparation, Installation, Maintenance and Connection of Third-Party Devices

3.1 The purchaser shall be responsible for appropriate and professional installation preparation including necessary power supply and data backup, which the purchaser will perform at his own expense in good time prior to delivery of the hardware, without previous request on the part of CSB. CSB shall inform the purchaser about the required technical installation requirements. This is a real obligation of the customer to cooperate.

3.2 Installation shall be carried out by CSB in accordance with the respective specifications of the manufacturer. The installation work and the required installation material shall be invoiced separately in accordance with the Price Overview for Services, Deliveries and Performances by CSB. CSB shall be entitled to invoice the purchaser with any extra expenditure should the location of installation not be accessible by regular means of transport.

3.3 CSB shall not assume any liability for technical and/or legal option for connection of third-party equipment to hardware delivered by CSB.

4. Prices and Payment Terms

4.1 All prices contained in the offer or agreement shall be plus value-added tax applicable at the time of delivery.

4.2 If accessories and operating material are shipped, prices apply ex dispatch center, plus postage, packaging, insurance fees, and applicable value-added tax.

4.3 All invoices shall be payable to CSB within fourteen days of the invoice date. This shall also apply in such an event that CSB is prepared to deliver, but the delivery has been suspended as a result of reasons caused by the purchaser. In this case the purchaser shall only be entitled to retain a maximum of ten percent of the invoice amount including statutory value-added tax until the delivery has been made.

4.4 If the purchaser applies for financing the purchased object via a leasing company through the mediation of CSB in relation to the order with CSB, the conclusion of the contract with CSB shall not be conditional upon the acceptance of the leasing application. The contract shall be definitely concluded and the acceptance of the leasing application shall be at the sole risk of the purchaser.

5. Passing of Risk

5.1 In the event of installation by CSB all risk to the delivery item shall be passed to the purchaser upon delivery also in the case of a partial installation.

5.2 If the delivery item is sent to the purchaser, passing of risk shall be at the moment of shipment, even when carriage-paid shipping is agreed upon. Transport and insurance costs as well as packaging shall be at the purchaser's expense.

6. Change of Construction and Form

Construction and form of the hardware are subject to change up to the time of delivery, as far as the function of the object purchased has not been changed significantly and if, in addition, such changes are deemed to be reasonable or beneficiary to the purchaser.

7. Warranty

7.1 CSB shall be obliged to provide the services free from any material defects and defects of title. For the purchase of new products, the limitation period on claims for material defects and defects of title is 12 months after passing of risk. In order to fulfill his duty to mitigate damages, the purchaser shall inform CSB without delay in written form of such defects upon their first occurrence, providing all information that is known to him and that is relevant for the identification of such defects.

Defects shall be eliminated, at the purchaser's choice, either by improvement or by replacement delivery, free of charge. In case of a replacement delivery, the purchaser is obliged to return the defective object. If the defect cannot be eliminated within a reasonable term, or if the improvement or replacement delivery is considered to have failed, the purchaser shall be entitled to assert a reduction of the remuneration or to waive the contract. Improvement shall only be assumed to have failed if CSB has been allowed sufficient time to provide an improvement or replacement delivery, but the desired outcome has not been achieved, if the improvement or replacement delivery by CSB is rejected or unreasonably delayed, if there are reasonable doubts as to the success, or if it is not reasonably possible for other reasons. CSB shall be entitled to two attempts to satisfy its warranty obligation per individual defect.

7.2 The presentation of CSB products for the purpose of advertisement or mere information does not include any product specifications with reference to the subject matter. The regulation of Section 434 para. 1 clause 3 BGB (German Civil Code) shall be ruled out, provided that CSB is not liable for the defect pursuant to the regulation of Section 444 BGB. The performance specification and properties shall only be deemed as agreed upon or warranted, if such agreement has been explicitly concluded in written form on the part of CSB with reference to that property or feature.

7.3 The purchaser shall cooperate in the limitation and removal of defects. The purchaser shall be obliged to provide CSB with verifiable documentation concerning type and appearance of deviations from the product specification, or the defaults in the requirement specification, and to comprehensively describe the defect in writing. The right to rectification of defects and legal consequences and effects from existing defects not reported to CSB by the purchaser pursuant to 7.1 shall end twelve months after delivery of the hardware.

7.4 In the event that during a CSB inspection a defect of the hardware cannot be ascertained, the purchaser shall pay the costs of the inspection, in particular in the event of faulty usage or other interference beyond the scope of CSB liability.

7.5 No warranty shall apply to defects resulting from faulty or neglectful treatment, excessive strain, unsuitable operating resources, the fixture of additional equipment not approved by CSB, repair work or modifications performed by a third party not authorized by CSB, or the relocation of equipment to an installation location not approved by CSB. Also no warranty shall apply to any operating resources subject to natural wear, as well as accessories, and all consequences of chemical, electro-technical, or electric influences.

7.6 In the event that hardware delivered by CSB is connected to any third-party software, CSB shall not assume any liability for the operability of such third-party software installed on the hardware delivered by CSB, or for the compatibility of such software with the software delivered by CSB.

8. Retention of Title

8.1 CSB shall retain title of the purchased object until the complete settlement of all claims arising from the supply contract vis-à-vis CSB.

8.2 During the time of retention of title the purchaser shall be obliged to handle the purchased object with due care. In particular, the purchaser shall be obliged to sufficiently insure high-value goods at replacement value against theft, fire and water damage, at his own expense. In the event that maintenance and inspection work is required, the purchaser shall be obliged to perform such work at his own expense. During the time of retention of title the purchaser shall be obliged to inform CSB immediately in such event that the delivered object is subject to seizure or other interference by third parties.

8.3 If the value of existing securities for CSB exceeds the claims by over twenty percent on a long-term basis, CSB shall free such securities accordingly by choice. In the event of default of payment, CSB shall be entitled to claim issue of the purchased object. The purchaser shall be obliged to return the object immediately to CSB. All costs incurred by recall and processing of the purchased object shall be at the expense of the purchaser.

9. Maintenance of Hardware

9.1 Subject matter of the contract shall be hardware maintenance by CSB in accordance with the present provisions. Within the scope and in accordance with the individual provisions of the underlying agreement, CSB shall take on the maintenance to ensure operational readiness of the hardware installed by CSB on user’s premises.

9.2 The hardware maintenance applies to the hardware precisely specified in the delivery note.

9.3 If the agreement is concluded later than six months upon installation and acceptance of the hardware, an initial inspection by CSB to investigate maintainability of the hardware installed will be required. The initial inspection and, if necessary, the restoration of the maintainability of the hardware installed shall be invoiced separately by CSB at the prices and conditions that are valid at that time.

9.4 Overview of maintenance services of CSB-System SE:

  • CSB shall be obliged to eliminate hardware failures.
  • For service performances with regard to hardware delivered by CSB, CSB shall provide a technical customer service free of charge.
  • CSB shall provide the required spare parts that will be delivered to or installed at the user company in the case of maintenance. For hardware maintenance by CSB on the premises of CSB or the user company the necessary work hours shall be free of charge.
  • If replacement devices are temporarily provided to the user company, the installation of which shall be free of charge.
  • For questions of the user company related to the hardware delivered by CSB, CSB shall provide technical hardware consulting by telephone free of charge.

9.5 CSB shall not be obliged to perform maintenance according to the provisions of this agreement if the maintenance case is a result of external influences, operating errors or changes for which CSB is not responsible or changes, attachments or maintenance services which were not performed by CSB or which were performed by a third party without prior consent from CSB. If CSB accepts maintenance services ordered by the user for which there is no obligation according to this agreement, then these maintenance services shall be charged to the user by CSB at prices and conditions valid at that time.

9.6 CSB shall provide maintenance services during regular business hours (business days, except for Saturday, from 08:00-17:00 hrs.) to maintain operability of the hardware installed by CSB on the user’s premises and which is located there. Outside the aforesaid core hours, technical hardware consulting (hotline helpdesk) by telephone is available.

9.7 Travel times and travel expenses shall be invoiced separately.

9.8 If it is not possible to repair the faulty hardware units on the premises of the user, the units shall be replaced by CSB. If repair or replacement is not possible due to reasons of unavailability of the faulty hardware units (technically out-of-date, production closed down at third-party suppliers), CSB shall separately offer the unit at a surcharge for the delivery of technically improved components.

9.9 The term of hardware maintenance commences upon installation in accordance with the product sheet or delivery note and shall be valid for an indefinite period. Subject to six months' notice, it may be terminated in writing to the end of the year, but not earlier than thirty-six months after the maintenance has commenced.

9.10 CSB may terminate the present agreement without notice, if:

  • There are arrears in payment of more than three monthly maintenance fees from the maintenance contract,
  • Maintenance is considerably impaired by changes commissioned by the user or by connection to other equipment not maintained by CSB. This shall not apply to cases in which changes or connections had been previously approved,
  • Device-specific environmental conditions no longer comply with the conditions of the manufacturer
  • Maintenance work cannot be ensured under economically reasonable conditions (prices and availability of spare parts, high repair costs)

In the mentioned cases CSB shall be entitled to withhold maintenance services until such reasons for termination no longer apply.

Upon expiry of the regular fiscal depreciation period, CSB shall be entitled to remove the affected hardware from the maintenance agreement without notice.

9.11 The maintenance fees are derived from the maintenance rates specified in the current version of the Price Overview for Services, Deliveries and Performances, which are applied to the net contract value for hardware specified in the product sheets.

9.12 The maintenance fee is the fixed remuneration fee for the equipment specified on the product sheet and the services under section 3 of this agreement. The additional costs in connection with maintenance services, such as accessories, data and program media, ribbons, print heads, installation material are subject to a separate payment obligation and shall be invoiced accordingly. Shipping and travel costs and times shall be invoiced separately. In case of a hardware configuration change (replacement, reduction of number of devices), the maintenance fees shall be adjusted accordingly starting the first month after CSB received the confirmation of scrapping including the equipment serial number.

9.13 CSB shall be entitled to enter into maintenance sub-contracts in its own name and on its own account to sustain the agreed maintenance performance.

10. Liability

10.1 In line with statutory regulations CSB shall be liable without limitation for damage
a) to life, body and health based on the willful or negligent breach of duty or other willful or negligent behavior of CSB or one of its legal representatives or agents;
b) resulting from the non-availability or elimination of an agreed upon feature
c) caused by the willful or grossly negligent violation of duty or other willful or negligent behavior of CSB or one of its legal representatives or agents.

10.2 By limitation to replacement of the foreseeable damage typical of the contract CSB shall be liable for those damages caused by a single negligent infringement of material duties by CSB or one of its legal representatives or agents. Material duties shall be those the observance of which enables the due and careful completion of the contract and on which the customer may rely.

10.3 Liability pursuant to the product liability law shall not be affected by the disclaimer and the limitations of liability.

10.4 The user shall be responsible for regular backup of the data on the hardware delivered by CSB. In the case of data loss for which CSB is responsible, CSB shall only be liable for the expenditure required for the recovery of the data if data backup has been properly performed by the user.

11. Force majeure

11.1 If CSB is unable to comply with its commitments after conclusion of contract due to unforeseeable, unusual circumstances which could not be avoided despite taking reasonable care under the circumstances, in particular due to labor disputes, civil unrest, epidemics, natural disasters, official sanctions and intervention, delays in the delivery of essential raw materials or difficulties in energy supply, CSB shall be relieved from its obligations to perform for the duration of the disruption or to the extent of its effects. This also applies if such events occur at a time when CSB is in default, unless the default was caused by willful or gross negligent behavior of CSB.

11.2 In the event of force majeure, CSB shall be obliged to provide the customer immediately and with reasonable effort with the information required and to adapt, in good faith, the obligations under contract to the changed circumstances.

11.3 If performance is impossible due to force majeure, CSB shall be relieved from its obligation to perform.

12. User Obligations

Before the user delivers a hardware component supplied by CSB to CSB for maintenance, he shall remove all programs, data, data media, as well as all additional equipment, modifications and attachments not supplied by CSB and ensure that the programs and data are backed up. Before the user makes use of maintenance services, he shall run the error detection procedures of CSB, in particular the diagnosis programs, and inform CSB of the results.

13. Other Agreements, Applicable Law, Place of Fulfillment and Jurisdiction

13.1 The contractual agreements of the parties shall be exclusively subject to the law of the Federal Republic of Germany with the exclusion of the UN sales law.

13.2 Place of fulfillment and jurisdiction for all matters arising from the current and future business relations of the parties, provided that the parties are fully qualified merchants, for whatever legal reason, shall be Düsseldorf, Germany. However, CSB shall reserve the right to pursue claims at the valid place of jurisdiction of the customer.

Furthermore, the provisions of the 

  • General Terms and Conditions of CSB-System SE for Licensing Software and Rendering Services and Maintenance Services,
  • Terms and Conditions of CSB-System SE for Computer Center Services as well as the
  • Price Overview for Services, Deliveries and Performances

shall apply in their current versions.

CSB-System SE
An Fürthenrode 9-15
52511 Geilenkirchen GERMANY

As of: 03/2020

General Terms and Conditions of CSB-System SE for Licensing Software and Rendering Services and Maintenance Services

Subject Matter of these Terms and Conditions

These terms and conditions shall refer to any and all subject matters of the contract that are provided by CSB now and in future for customers in the business-to-business environment, in particular licensed software as well as services rendered. The number, exact designation, amount of the license fee for rented software and other expenses shall be exclusively derived from the product sheets or the individual agreements.

The application of terms of business and purchase of the customer, even in a complimentary manner, is excluded. The current version of the General Terms and Conditions of CSB-System SE shall apply exclusively. With the purchase order, or at the latest upon licensing of the software or upon acceptance of the services, these terms shall be deemed to have been accepted.

1. Offers

1.1 Offers by CSB shall be valid for a maximum term of four weeks following the quotation date and expire automatically upon expiry of this period, unless they are accepted by the customer in written form.

1.2 Tender documents (product descriptions, first concepts, sample documents and the like) shall remain the property of CSB and may not be reproduced or forwarded to a third party without the consent of CSB, unless the customer has paid remuneration for the preparation of these documents.

2. Conclusion of the Contract

2.1 A contract shall be concluded when the parties have signed the product sheet or the individual contract. In the case of services, a contract can optionally be concluded by rendering a service, provided that the parties have not concluded a contract beforehand by signing product sheets.

2.2 In contrast to the product descriptions in the contract documents, advertising presentations are non-committal statements only. Product descriptions and features shall only be considered as agreed upon, if the agreement on the part of CSB has been made in written form with reference to that feature or property.

2.3 The scope of services owed shall be derived from the product sheets combined with the detailed performance specification provided by CSB. CSB is under no general obligation to represent business processes of former software installed at the customer’s. Such obligation, as an exception, shall require a supplementary written agreement.

2.4 Additions to the hardware, software and services emerging during the project will be processed in Change Management and will be invoiced separately.

2.5 CSB shall be entitled to subcontract orders completely or partially. In particular, CSB shall be entitled to assign orders completely or partially to a CSB System Partner. In this case, the CSB System Partner shall act as the service provider vis-à-vis the customer. The CSB System Partner shall, in that case, be entitled to remuneration for this part of the performance.

3. Leased Software and Licenses

3.1 The CSB software provided to the customer shall remain the property of CSB. Standard and enhanced standard software as well as software licenses shall be provided to the customer by way of lease, subject to the following terms according to 3.1–3.10. The rent is to be paid in advance as a one-time license fee, or in the form of monthly license fees for the respective calendar month by the 15th calendar day per direct debit.

3.2 CSB shall provide the software version valid at the time of delivery on a lease basis in accordance with the product sheet or the individual contract.

3.3 The software will be provided in German and/or English. Not all related documentation, in particular manual and help texts, is available in the official national language, but only in German and English and will only be provided electronically. Thus, the customer may choose between complete software documentation (except for the interface description) in either German or English.

3.4 CSB shall grant the customer, in exchange for payment of the agreed remuneration, a non-exclusive, limited right to use the CSB software plus related documentation and subsequent supplements that may not be transferred by the customer to a third party. The customer is not permitted to sub-license, rent or otherwise forward the software to third parties without prior written consent by CSB. The customer shall be entitled to use the licensed programs exclusively on the servers in his own company. “Use” shall encompass the full or partial saving of the programs and data files onto the designated data processing unit, the execution of the programs, and the processing of the data files only by means of the execution software licensed by CSB at the customer’s.

3.5 For tasks specified by the customer that cannot be covered by standard software, CSB shall develop appropriate and reasonable solutions (special software as enhanced standard software) that are realizable using state-of-the-art technology when the contract is concluded. Properties/functions of the enhanced standard software shall only be deemed as agreed upon if such agreement has been made in written form in the requirement specification. Individually developed programs will be demonstrated to the customer and immediately have to be checked and accepted by him in written form. In the event that individually developed programs are not confirmed correspondingly notwithstanding request, but are utilized nevertheless, they will be deemed to be confirmed six weeks after delivery, in so far as no significant program defects are reported to CSB and such confirmation is expressly declined with advice of such defects. All material processes and business processes shall be mapped by the customer in Business Process Management and tested for suitability.

3.6 The software may only be used by the customer and his employees for his own business activities. The customer may use the software limited to the total number of users specified on the product sheets.

3.7 The customer shall not be entitled to modify, edit, decompile or assemble the software, or to integrate it in other programs. Section 69e UrhG (German Copyright Law) shall not be affected. This shall not apply to modifications required for the correction of errors if CSB is in default with the correction of the error, unjustifiably objects to the correction of the error or is not able to correct the error due to the opening of insolvency proceedings. The full deletion of CSB software from one, several or all data processing systems of the customer upon termination of the contract shall not be considered as modification.

3.8 CSB shall exempt the customer in the case of an infringement of property rights of a third party, provided that the customer has immediately informed CSB in written form of such claims and CSB shall reserve the right to all defensive actions and settlement negotiations. Moreover, CSB shall grant the customer the right to further use the software or modify or replace the software in a way that property rights are not infringed or take back the software and reimburse the license fee paid to CSB minus an amount that takes the utilization time of the software into account. In this case, the utilization time shall be five years. The aforesaid obligations of CSB shall not apply if the customer arbitrarily modifies the license material supplied by CSB, or makes use of it in a way not described in the CSB documentations, or does not use it with products supplied by CSB. 

3.9 To ensure compliance with the license terms, CSB shall be entitled to inspect, to the extent necessary and appropriate, the use of the licensed software, taking account of the operational interest of the customer.

3.10 CSB shall grant the customer the non-exclusive right to reproduce the protected contents for the purpose of this agreement on the server, on another server for mirroring and on a sufficient number of back-up copies. This non-transferable right shall be limited to the term of the contract and the location of the respective server (for back-up copies: the location of their storage).

4. Term and Termination of Contract of Software Lease

4.1 The lease and license agreement for the provided software shall commence upon signature of the product sheet or individual agreement on the part of CSB. The right to use the software shall be limited to five years unless other individual terms were agreed. If a one-time lease payment is agreed, the lease period shall correspond to that one for which the lease has been paid in advance. In the case of monthly payment beyond the agreed minimum term of lease, the lease and license agreement shall terminate after due notice, which must be given in written form with a notice period of six months to the end of the year. If, in the case of monthly payment, notice is given before the expiry of the minimum term of lease, this notice shall take effect only upon expiry of the minimum term of lease.

4.2 The licensing right for additionally purchased modules shall depend on the existence of a right to use the basic modules and be subject to the facts of termination valid for the basic modules.

4.3 If a software maintenance agreement is concluded at the same time when the software license agreement is concluded in accordance with the relevant terms and conditions for maintenance by CSB, the right to use the software shall terminate upon termination of the software maintenance agreement.

4.4 The right to termination for cause shall not be affected, however, providing that CSB must be granted an appropriate period for troubleshooting in the case of non-compliance with the contractual obligation after prior warning on the part of the customer.

4.5 Notwithstanding the aforesaid provision, CSB shall be entitled to terminate the agreement without notice, if the customer has been in default with the payment of the rent mentioned on the product sheet for three consecutive months and CSB has warned the customer unsuccessfully by referring to the upcoming termination and the cancellation of the license right.

5. Installation Preparation, Installation, Maintenance and Connection of Third-Party Devices

5.1 The customer shall be responsible for appropriate and professional installation preparation including necessary power supply, which the customer will perform at his own expense in good time without previous request on the part of CSB. The customer’s obligations to cooperate are real obligations, cf. 6.

5.2 Installation of the software shall be carried out by CSB at the customer's expense. These costs for installation work and the required installation material shall be shown in accordance with the price overview for services, deliveries and performances by CSB and the respective product sheet.

5.3 CSB shall not assume any liability for technical and/or legal option for connection of third-party equipment to hardware delivered or software supplied by CSB.

5.4 CSB shall not be liable for the operability of the software of other manufacturers on the hardware delivered by CSB or hardware supplied by the customer for the operation of the CSB system.

5.5 When CSB software is used, CSB shall not be liable for the compliance with industry standards, DIN standards and other non-statutory regulations, provided that the compliance with such has not been expressly agreed upon.

5.6 If hardware or software supplied by CSB is connected with third-party software, CSB shall not be liable whatsoever for the operability of such third-party software on hardware supplied by CSB or for compatibility with the software delivered by CSB.

5.7 CSB software is state-of-the-art in Germany as current international software, with the limitations mentioned under 5.3-5.5. CSB shall seek to comply with the requirements of foreign legislations as soon as possible.

6. Customer's Obligation to Cooperate

6.1 The customer's obligations to cooperate are real obligations. In case of noncompliance on the part of the customer, agreed deadlines shall be deferred automatically by at least the length of time of the delay. This expressly applies in such an event that the customer makes additional requirements on project organization or programming by CSB which have not been agreed upon in written form in advance. Any additional costs incurred due to such delay shall be charged to the customer.

6.2 The customer shall be obliged to not disclose access data to unauthorized third parties. In particular, the user name and password have to be stored in such a manner that access to these data by unauthorized third parties is impossible, in order to prevent the access from being abused by third parties. The customer undertakes to inform CSB immediately, once he becomes aware of the fact that unauthorized third parties know the access data.

6.3 The customer shall reasonably support CSB at his own expense as to performance of the services and (if necessary) encourage his employees to cooperate with CSB representatives.

6.4 On demand of CSB or in so far as apparently considered necessary by CSB the customer, in particular, shall

  • Appoint in written form a person responsible during the term of the contract who has all decision-making authority and power required for the purpose of implementing this agreement;
  • Ensure that the person responsible provides proof of having been trained in the usage of the updated programs. Defect reports shall only be made by the person responsible or his representative in the case of absence;
  • Inform CSB immediately via the hotline service of any failures occurring while the software is being used;
  • Inform CSB immediately via the hotline service of any defects identified in the software;
  • Observe in detail the symptoms, the program as well as the system and hardware environment when defects are reported and inform CSB about a defect by providing all information relevant to remedial action in written form, for instance the number of users affected, description of system and hardware environment, as well as third-party software and documents simultaneously loaded;
  • Grant CSB’s employees access to the customer’s computers onto which the program to be maintained has been saved and/or uploaded in order to perform the contractual services;
  • Immediately test and install the programs and/or parts of the program (patches, bugfixes, etc.) provided by CSB in accordance with the instructions of CSB, and comply with the proposals and instructions delivered by CSB as to elimination of the defects;
  • Have ready a backup of all data in machine-readable form that are used or obtained in connection with the updated program, which enables to restore lost data with justifiable effort;
  • Provide CSB at his own expense (incl. connecting costs) with remote access (VPN connection or Remote Desktop Sharing). In this regard, CSB shall take reasonable actions according to the state of the art to prevent that the CSB-System is infected by a virus or impaired otherwise by systems of the customer.

6.5 The customer shall be obliged to establish and keep ready a test environment, following the instructions by CSB, to be able to test the operability of the software or updates or upgrades in the specific application environment and in the live operation before the software or updates or upgrades of the software are installed in real-time operation. If and in so far as the customer installs the software or updates and upgrades on his own, he shall be obliged to test the operability of the software or updates or upgrades in his specific application environment and inform CSB immediately about detected defects before he uses the software or updates or upgrades in real-time operation.

7. Prices and Payment Terms

7.1 All prices contained in the offer or agreement shall be plus value-added tax applicable at the time of delivery.

7.2 If accessories and operating material are shipped, prices apply ex dispatch center, plus postage, packaging, insurance fees and applicable value-added tax. If delivery and installation is delayed by more than four months beyond the installation deadline specified on the product sheet for reasons the customer alone is responsible for, CSB shall be entitled to charge the customer the costs incurred in accordance with the list prices applicable at the time of installation.

7.3 Invoices shall be payable within fourteen days of the date of invoice.

8. Terms of Delivery, Delay, Impossibility

8.1 Delivery dates and terms are only deemed agreed upon if confirmed in writing by CSB. Terms shall commence with the respective product sheet or individual agreement last signed by CSB and shall be renegotiated in the event of later contractual amendments. Compliance with terms and schedules on the part of CSB always presupposes that the customer adheres to his obligations under contract timely and fully, particularly with respect to his obligations to cooperate. If this is not the case, agreed deadlines shall be extended and the schedules deferred automatically by at least the length of time of the delay. This expressly applies in such an event that the customer makes additional requirements on project organization or programming by CSB which have not been agreed upon in written form in advance.

8.2 In the event that CSB culpably exceeds delivery terms communicated as non-binding or deadlines for first installation of the software by more than six weeks, the customer shall be entitled to request delivery by CSB - in written form - within a reasonable additional term. With this reminder, CSB shall be deemed to be in default. After the additional delivery term has expired without satisfaction, the customer shall be entitled to waive the contract with reference to the deliveries and services with which CSB is in default. Partial deliveries/services with which CSB is not in default are not subject to the right of cancellation.

9. Warranty

9.1 CSB shall be obliged to eliminate defects in CSB software within a reasonable term. Defects shall be eliminated by improvement free of charge. CSB shall be entitled to two improvement attempts per individual defect. If the second improvement attempt fails, the customer shall be entitled to partial termination for the defective module due to the fact that contractual use has not been granted. The customer shall be obliged to inform CSB immediately in writing about any defects upon first occurrence.

9.2 The customer shall participate in the limitation and removal of defects. The customer shall be obliged to provide CSB with verifiable documentation concerning type and appearance of deviations from the product specification, or the defaults in the requirement specification, and to comprehensively describe the defect in writing. CSB shall try to eliminate considerable deviations within a reasonable period or bypass them so that the customer can use the program according to contract or take care that in the event of bypassing the purpose of the program is achieved.

9.3 In the event that during a CSB inspection the defect of the software cannot be ascertained, in particular in the event of incorrect use or other interference beyond the scope of CSB liability, the customer shall pay the costs of the inspection.

9.4 No warranty shall apply to defects resulting from faulty or neglectful treatment, excessive strain, unsuitable operating resources, fixture of additional equipment not approved by CSB, repair work or modification performed by third-parties without authorization by CSB.

10. Liability

10.1 The liability of CSB shall be excluded unless otherwise specified in the following provisions.

10.2 Within the scope of legal provisions CSB shall be absolutely liable for damage
a) to life, body and health based on the willful or negligent breach of duty or other willful or negligent behavior of CSB or one of its legal representatives or agents;
b) resulting from the non-availability or elimination of an agreed upon feature
c) Caused by the willful or grossly negligent violation of duty or other willful or negligent behavior of CSB or one of its legal representatives or agents.

10.3 In so far that there is not a situation as set out in 10.2, the following shall be applicable:
a) CSB shall be liable - by limitation to the replacement of foreseeable contractual damage - for damage caused by CSB or one of its legal representatives or agents due to the negligent violation of material obligations. Material duties shall be those the observance of which enables the due and careful completion of the contract and on which the customer may rely.
b) In the event of slightly negligent behavior, CSB shall not be liable.
c) Strict liability of CSB for software defects already existing when the contract is concluded shall be excluded pursuant to Section 536 a I, Alt. 1 BGB (German Civil Code).

10.4 Liability pursuant to the product liability law shall not be affected by the disclaimer and the limitations of liability.

11. Force majeure

11.1 If CSB is unable to comply with its commitments after conclusion of contract due to unforeseeable, unusual circumstances which could not be avoided despite taking reasonable care under the circumstances, in particular due to labor disputes, civil unrest, epidemics, natural disasters, official sanctions and intervention, delays in the delivery of essential raw materials or difficulties in energy supply, CSB shall be relieved from its obligations to perform for the length of time of the disruption or to the extent of its effects. This also applies if such events occur at a time when CSB is in default, unless the default was caused by willful or gross negligent behavior of CSB.

11.2 In the event of force majeure, CSB shall be obliged to provide the customer immediately and with reasonable effort with the information required and to adapt, in good faith, the obligations under contract to the changed circumstances.

11.3 If performance is impossible due to force majeure, CSB shall be relieved from its obligation to perform.

12. Acceptance Procedure

12.1 If errors or deficiencies are detected in the acceptance procedure, they shall be logged and divided into two categories:

  • Category A: errors preventing productive run

Errors of category A exclude acceptance in the first instance if these in a synopsis rule out productive work with the overall system. Once errors of category A have been remedied, acceptance has to be confirmed within fourteen days.

  • Category B: deficiencies not materially impairing productive run 

Errors of category B do not impair acceptance.  The customer has to declare acceptance without delay. These errors shall be remedied by CSB by means of appropriate process controls in the period following acceptance.

12.2 If the project or the single steps have been running in live operation for more than six weeks, the project or subproject is considered accepted.

13. Scope, Term, and Termination of the Software Maintenance Agreement

13.1 CSB shall support the implemented CSB software by the following individual actions:

  • CSB shall undertake to keep the respective program version for the customer in fireproof condition.
  • In the event that programs get lost at the customer’s, the current program version of the respective customer will be delivered by CSB free of charge.
  • Program enhancements developed and considered necessary by CSB will be delivered as update to the customer free of charge.
  • Required program modifications due to legal regulations (e.g. increase in value-added tax, modification of income tax rates, health insurance contributions, pension contributions etc.) are currently carried out by CSB and delivered to the customer free of charge only in the latest version.
  • CSB maintains a free hotline for inquiries of the customer as regards the delivered CSB software.
  • CSB assumes permanent software updating and ensures that the customer is provided with the enhancements as to functional reliability of the software within the version installed at the customer’s (update).
  • Customers with a maintenance agreement may purchase upgrades at a cost-effective fixed price. Maintenance customers with an appropriately extended software maintenance agreement are provided free of charge with upgrades.
  • If the software must be maintained by CSB at the customer’s site, the required working time on site will be free of charge.

13.2 The term of software maintenance commences upon installation in accordance with the product sheet or delivery note and shall be valid for an indefinite period. Unless otherwise stipulated in the individual case, the minimum term for the maintenance agreement shall be five years. The maintenance agreement can be terminated at the end of the minimum term subject to six months’ notice. Unless otherwise expressly agreed, the maintenance agreement shall be automatically extended for one year to the end of each year if no notice of termination has been given in good time to the end of the minimum term or of the extended term subject to six months’ notice by the end of the year.

13.3 The right to termination for cause shall not be affected, however, providing that CSB must be granted an appropriate period for troubleshooting in the case of non-compliance with the contractual obligation after prior warning on the part of the customer.

13.4 The maintenance agreement shall terminate in any case when the lease agreement relationship for the use of the software is terminated.

13.5 CSB may terminate this agreement without observing a notice period, if:

  • The customer is in default with payment of the maintenance fee mentioned on the product sheet or in the individual agreement for three consecutive months and CSB has warned the customer unsuccessfully by referring to the upcoming termination and the cancellation of the license right,
  • Insolvency proceedings on the customer’s assets are opened or initiated.

14. Execution of Maintenance Work

The maintenance service will be provided on the premises of CSB during normal working hours. In so far as consultation is required for the single maintenance service, it shall be provided to the customer by telephone. Error messages shall be communicated to CSB by telephone or in writing during normal working hours (8am–5pm). Beyond the aforesaid core hours, software consulting by telephone is available (hotline helpdesk). The customer shall grant CSB permission to dial into the customer’s EDP system for maintenance purposes via switched connection.

15. Maintenance Fee

15.1 The maintenance fee is the flat-rate premium for services mentioned in 13.1. It arises from the relevant product sheet. The maintenance fee shall increase annually by the percentage the consumer price index is increased, however at least by two percent calculated on the basis of the overall maintenance fee. If the monthly maintenance fee is increased in total by more than ten percent, the customer shall be entitled to an extraordinary right of termination, taking into account the notice period of six weeks since the notification of the adjustment. Upon expiry of this deadline, the terms of this contract with the adjusted maintenance fee shall continue to apply. CSB will directly debit the maintenance fee monthly. Additional costs related to the maintenance service, such as data and program carriers, shall be invoiced separately. The maintenance fee currently valid is included in the Price Overview for Services, Deliveries and Performances.

15.2 The services referred to in 13.1 shall be compensated by the fixed maintenance fee agreed upon on the product sheet or in the individual agreement. Travel costs and travel times shall be invoiced separately. In the event of maintenance CSB shall reserve the right to supply the customer with the latest program version should the customer not have the latest program version. In such a case, it shall be the customer's responsibility, to provide for the required systemic conditions as to the operability of the new version, at his own expense.

16. Arbitrator's Award Agreement

Should differences arise between the contractual parties concerning the delivery and services due on behalf of CSB or the degree of fulfillment of owed deliveries and services that cannot be resolved by the parties themselves, an arbitrator's award by an authorized referee for IT matters shall be required as far as one of the parties requests. Each party may initiate an arbitrator's award by informing the other party in writing. The arbitrator’s award is binding for both parties and shall be appointed by the IHK Aachen (Chamber of Industry and Commerce Aachen) if the parties cannot agree on an arbitrator within three working days of receipt of the said written letter. The arbitrator has to grant due process of law to both parties. The arbitrator shall, as far as is disputed between the two parties, determine which deliveries and services are due by CSB in line with the underlying contracts and which of these services and deliveries have already been performed by CSB. Should the arbitrator determine that CSB has not yet entirely fulfilled its contractual obligations and that these are due, he shall determine a suitable period in which CSB shall have the opportunity to perform the deliveries and services that have been ascertained by the arbitrator as unfulfilled. Upon CSB’s request, at the latest upon expiration of the said period, the same arbitrator shall determine whether CSB has fulfilled its contractual due deliveries and services, should this still be a matter of dispute between the parties. Should the arbitrator again determine that CSB has not yet entirely fulfilled its contractual obligations, he shall determine a suitable period of grace in which CSB shall have the opportunity to perform the deliveries and services that have been ascertained by the arbitrator as unfulfilled. Upon CSB's request, at the latest upon expiration of the said period of grace, the same arbitrator shall determine whether CSB has fulfilled its contractual due deliveries and services, should this still be a matter of dispute between the parties. Should the arbitrator again determine that CSB has not entirely fulfilled its contractual obligations, Sections 281, 323 BGB (German Civil Code) shall apply and the customer shall waive any requirement to fix further period of time. In the event of an arbitrator's award, compensation cannot be enforced prior to this time. The findings of the arbitrator are binding for both parties. Costs for the arbitrator’s award shall be borne by the parties in line with the principles of Sections 91, 92 of the ZPO (German Civil Process Order). The arbitrator shall make a binding decision as to the payment of the involved costs.

17. Data Protection

CSB confirms and undertakes to have acquainted itself with the special requirements in relation to data security and data protection within the framework of the business relationship and to ensure that those persons processing personal data (Article 5 GDPR), in accordance with the second sentence of Article 28(3)(b) of GDPR, have committed to not processing the personal data that have become available in this context in an unauthorized manner. This applies to internal as well as to external business activities (for example, at customers and prospective customers).

18. Other Agreements, Applicable Law, Place of Fulfillment and Jurisdiction

18.1 The contractual agreements of the parties shall be exclusively subject to the law of the Federal Republic of Germany with the exclusion of the UN sales law.

18.2 Place of fulfillment and jurisdiction for all matters arising from the current and future business relations of the parties, for whatever legal reason, shall be Düsseldorf, Germany. However, CSB shall reserve the right to pursue claims at the valid place of jurisdiction of the customer.

Furthermore, the provisions of the 

  • Terms and Conditions of CSB-System SE for Acquisition and Maintenance of Hardware
  • Terms and Conditions of CSB-System SE for Computer Center Services
  • Price Overview for Services, Deliveries and Performances

shall apply in their current versions.

CSB-System SE
An Fürthenrode 9-15
52511 Geilenkirchen, Germany


As of: 03/2020

Terms and Conditions of CSB-System SE for Data Center Services (Cloud Services)

Subject Matter of these Terms and Conditions

The following general terms and conditions for the provision of data center services shall apply to all contractual relations between CSB and the respective customer in relation to the provision of data center services.

The application of terms of business and purchase of the customer is excluded. The current version of the General Terms and Conditions of CSB-System SE shall apply exclusively.

1. Scope of Services

1.1 CSB shall enable the customer to use a server for a limited period for the operation of the software specified in the product sheets for central processing and storing of his data. At its German data center in Geilenkirchen, CSB shall provide for the required organizational and technical infrastructure and provide the customer with functions according to the contractual performance descriptions and keep them fit for purpose and safe and secure.

1.2 The data center services (cloud services) to be provided by CSB shall include, unless otherwise agreed, the provision of IT infrastructure (storage space, computing power or application software) as a service via the internet and/or a leased line. For this purpose, CSB-System SE operates an own data center at its central location in Geilenkirchen hosting, inter alia, customer-specific IT environments. Such services comprise regular data backup, database maintenance, encrypted access as well as emergency power supply. A separate agreement shall be required for further services, in particular storing of backup data for a defined period of time.

1.3 The availability of the services during the term of the usage agreement shall be limited to the times when the system can effectively be used. The following standard availability times shall apply unless otherwise agreed in the contract:

Monday to Friday        03:00-12:00 hrs. Saturday                     03:00-12:00 hrs.

 

Outside these hours, the system will not be available (“scheduled downtime”). “Scheduled downtime” refers to the time when the system cannot be used, or can only be used with limitations, due to scheduled maintenance activities. If and in so far as the customer uses the CSB product during scheduled downtime, the customer shall have no legal right to uninterrupted access.

Malfunction Period
Malfunction period refers to an unforeseeable malfunction within the contractual availability times that leads to inoperability of the applications and services.

1.4 CSB shall be entitled to engage subcontractors and agents to provide the data center services.

1.5 CSB shall grant the customer the right to use the licensed programs exclusively in the IT infrastructure provided at the CSB Data Center via the internet or via leased line (remote data connection). “Use” includes the use of the programs and data files in the IT infrastructure provided, the execution of the programs, the processing of the data files solely by means of the application software provided by way of lease at the CSB Data Center.

1.6 The software may only be used by the customer and his employees for his own business activities. The customer uses the CSB applications limited to the total number of “Concurrent Users” specified on the product sheets. The customer uses the IT infrastructure limited to the total number of “Named Users” specified on the product sheets.

1.7 Technical data, specifications, performance descriptions and performance commitments contained in the contract documents are solely to be understood as a description of qualities and not as an independent warranty, quality guarantee or durability guarantee. Independent warranty promises, quality guarantees or durability guarantees in a legal sense shall only be deemed to exist if they are explicitly specified in writing as “independent warranty”, “quality guarantee” or “durability guarantee”.

2. Prices

CSB-System SE shall provide the customer with ASP/Hosting Services. These include, for example (list is not exhaustive):

  • Use of the Data Center building infrastructure
  • Use of the Data Center IT infrastructure
  • ASP Basic Licensing (including, inter alia, administration, monitoring and related services)
  • ASP Database Maintenance

The respective prices for the services mentioned above as well as possible additional services shall be determined individually and a separate offer will be created for the customer (product sheet).

All prices mentioned are plus statutory value-added tax.

3. Installation Preparation, Installation and Terms of Delivery

3.1 CSB shall inform the customer about the system requirements for accessing his IT environment at the CSB Data Center. The customer shall be obliged to fulfill these system requirements accordingly. If these requirements are not fulfilled on the customer side, there shall be no legal right to uninterrupted access.

3.2 Costs for the installation shall be charged by CSB in accordance with its current price list for services, deliveries and performances. Additional services provided for the hardware located at the customer’s site shall be charged by CSB in accordance with the current price list for services, deliveries and performances.

3.3 Delivery dates or terms for the provision of data center services are only deemed agreed upon if confirmed in writing by CSB. These terms commence with the respective product sheet and shall be renegotiated in the event of later contractual amendments.

4. Access and Availability Times

4.1 The applications and services subject to the contract may be retrieved in the CSB Data Center during the contractual availability time via remote data connection.

4.2 The annual average of overall availability of the contractual CSB application within the availability times agreed in the contract shall be at least 99 percent.

4.3 The following cases are explicitly excluded from the overall availability set forth in 4.2:

  • CSB gives two working days’ notice of the interruption of the access to the CSB applications due to maintenance (cf. scheduled downtime).
  • In coordination with the customer, work needs to be performed on the system that is absolutely necessary and that cannot be delayed.

4.4 In the event of a proven failure to access CSB applications in the CSB Data Center, which is not a situation according to 4.3., and continuously lasting more than twelve hours, the customer shall be entitled to assert a reduction of the monthly fee by three percent for every calendar day the applications are not available. The customer shall not be entitled to a right to reduction if and in so far as CSB is not responsible for the failure in the respective month.

4.5 A defined recovery time is not guaranteed. If requested, the customer may conclude a separate Service Level Agreement (SLA) with CSB.

5. Grant of Access Authorizations

5.1 In accordance with ISO 27001, access authorizations shall be exclusively granted by CSB in order to protect the customer's data from unauthorized access. Access authorizations shall be defined in coordination with the customer.

5.2 CSB shall be notified of the names of all users for whom access authorization is being granted or revoked. The customer must not disclose access data to unauthorized third parties. Dial-in data via the internet and other connectivity options shall be confidential.

6. Data Security

6.1 CBS shall be responsible for the backup of customer data. Moreover, CSB shall make arrangements to protect from data loss in the event of a computer failure and from unauthorized access by third parties. For this purpose, CSB shall back up the databases on a daily basis. In addition, backup data will be retained for the last three months. If other backup conditions are requested, the customer may conclude a separate Service Level Agreement with CSB.

6.2 All systems will be monitored by means of up-to-date anti-malware software and checked for malicious software with an up-to-date malware scanner on a regular basis. The customer, on his part, shall be responsible to do likewise.

7. Term, Usage Fees and Termination of Contract

7.1 The fees to be paid for the use of the Data Center are derived from the provisions of the respective product sheets and the Price Overview for Services, Deliveries and Performances of CSB-System SE and shall be payable from the date of the first release of the services and applications, independently from the remaining course of the project.

7.2 The usage agreement on the Data Center services may be ordinarily terminated in writing by both parties with six months’ notice by the end of a calendar year, but not before the end of sixty months. If a software maintenance agreement is concluded at the same time when the usage agreement is concluded in accordance with the Terms and Conditions of CSB, the usage agreement on the Data Center services shall terminate upon expiry of the software maintenance agreement without requiring separate notice of termination.

7.3 The right to termination for cause shall not be affected, however, providing that CSB must be granted an appropriate period for troubleshooting in the case of non-compliance with the contractual obligation after prior warning on the part of the customer.

7.4 Notwithstanding the aforesaid provision, CSB shall be entitled to terminate the agreement without notice, if the customer has been in default with the payment of the rent mentioned on the product sheet for three consecutive months and CSB has warned the customer unsuccessfully by referring to the upcoming termination and the cancellation of the license right.

8. Customer's Obligation to Cooperate

8.1 The customer's obligations to cooperate are real obligations.

8.2 The customer shall provide, under his own responsibility, the services (for example, WAN/LAN), network components and other necessary technical infrastructure required for the access to the Data Center up to the agreed transfer service point (router port of the Data Center).

8.3 In the event of malfunctions in the use of the Data Center services, the customer shall inform CSB immediately of such malfunctions in accordance with 8.10.

8.4 The customer shall take care that the usage and access authorizations as well as identification and authentication protections allocated to his employees are protected from access by third parties and are not disclosed to unauthorized third parties. In particular, the user name and password have to be stored in such a manner that access to these data by unauthorized third parties is impossible, in order to prevent the misuse of access by third parties. The customer shall undertake to inform CSB immediately, once he becomes aware of the fact that unauthorized third parties know the access data.

8.5 Persons using the applications and services that are subject matter to these provisions with the knowledge and consent of the customer shall not be deemed as unauthorized third parties.

8.6 The customer shall assure that in the contractual storage space he will not save or upload contents the provision, publication and usage of which will violate criminal law, copyright law, trademark and other labeling rights or personal rights. In the event of an infringement against the aforesaid obligation the customer shall undertake to pay a penalty to the amount of 10,000 EURO. Moreover, the violation of the aforementioned obligations by the customer shall entitle CSB to extraordinary termination.

8.7 If the customer does not comply with such obligation, he shall be obliged to refrain from another violation, to make good the damage CSB suffered and will suffer as well as indemnify and exempt CSB from claims for damages and reimbursement of expenses of a third party caused by the violation. The indemnity obligation shall also comprise the obligation to completely exempt CSB from legal defense costs (court costs, attorney fees, etc.). Other claims of CSB, in particular to block content and extraordinary termination, shall not be affected.

8.8 The customer shall reasonably support CSB at his own expense as to compliance with the services.

8.9 Compliance with terms and schedules on the part of CSB always presupposes that the customer timely and fully adheres to his obligations under contract and to his obligations to cooperate. If this is not the case, agreed deadlines shall be extended and the schedules deferred automatically by at least the length of time of the delay. This expressly applies in such an event that the customer makes additional requirements on project organization, IT infrastructure or programming by CSB which have not been agreed upon in written form in advance.

8.10 On demand of CSB or in so far as apparently considered necessary by CSB the customer, in particular, shall

  • Appoint in written form a person responsible during the term of the contract who has all decision-making authority and power required for the purpose of implementing this contractual relationship;
  • Take care on demand of CSB that the person responsible proves that he has been trained for the correct operation of the provided applications and services. Error reports shall only be made by the person responsible or his representative in the case of absence;
  • Report errors immediately upon identification via the hotline service;
  • Communicate error reports by providing all information relevant to remedial action in written form, for instance a list of the users affected, documentation of the errors and/or malfunctions occurred and, if possible, reproduction of the error in an adequate test environment.

9. Warranty

9.1 CSB shall endeavor that the contractual applications and services provided to the customer can be retrieved within the agreed availability times.

9.2 The customer shall participate in the limitation and elimination of errors, in accordance with 7., to sustain his warranty claim. The customer shall therefore be obliged to provide CSB with a comprehensive description of the error in written form. CSB shall try to eliminate considerable deviations within a reasonable period or bypass them so that the customer can use the services according to contract or take care that in the event of bypassing the purpose of the service is achieved.

10. Liability

10.1 The liability of CSB shall be excluded unless otherwise specified in the following provisions.

10.2 Within the scope of legal provisions, CSB shall be absolutely liable for damage
a) to life, body and health based on the willful or negligent breach of duty or other willful or negligent behavior of CSB or one of its legal representatives or agents;
b) resulting from the non-availability or elimination of an agreed upon feature
c) caused by the willful or grossly negligent violation of duty or other willful or negligent behavior of CSB or one of its legal representatives or agents.

10.3 In so far that there is not a situation as set out in 10.2, the following shall be applicable:
a) CSB shall be liable - by limitation to the replacement of foreseeable contractual damage - for damage caused by CSB or one of its legal representatives or agents due to the negligent violation of material obligations. Material duties shall be those the observance of which enables the due and careful completion of the contract and on which the customer may rely.
b) In the event of slightly negligent behavior, CSB shall not be liable.
c) Strict liability of CSB for software defects already existing when the contract is concluded shall be excluded pursuant to Section 536 a I, Alt. 1 BGB (German Civil Code).

10.4 Liability pursuant to the product liability law shall not be affected by the disclaimer and the limitations of liability.

11. Force majeure

11.1 If CSB is unable to comply with its commitments after conclusion of contract due to unforeseeable, unusual circumstances which could not be avoided despite taking reasonable care under the circumstances, in particular due to labor disputes, civil unrest, epidemics, natural disasters, official sanctions and interventions, delays in the delivery of essential raw materials or difficulties in energy supply, CSB shall be relieved from its obligations to perform for the duration of the disruption and to the extent of its effects. This also applies if such events occur at a time when CSB is in default, unless the default was caused by willful or gross negligent behavior of CSB.

11.2 In the event of force majeure, CSB shall be obliged to provide the customer immediately and with reasonable effort with the information required and to adapt, in good faith, the obligations under contract to the changed circumstances.

11.3 If performance is impossible due to force majeure, CSB shall be relieved from its obligation to perform.

12. Data Protection

12.1 CSB shall process personal data only in accordance with the relevant legal provisions. CSB uses the data provided by the customer for the purpose of the contractual services by way of commissioned data processing in accordance with instructions. The customer will retain full control over the data to be processed by CSB on behalf of the customer. On demand of the customer, CSB will conclude a separate agreement with the customer on the implementation of commissioned data processing.

12.2 CSB shall observe instructions of the customer pertaining to the compliance with the data protection provisions. CSB shall process the data obtained from the customer in the course of the provision of services only in accordance with the instructions of the customer.

12.3 CSB shall take and maintain the required technical and organization measures in order to ensure security and confidentiality of the data.

12.4 After termination of the usage agreement, the data processed on behalf of the customer will be handed over in a customary format on electronic data storage devices and/or transmitted online by CSB to the customer.

12.5 If CSB engages subcontractors for the provision of the services that process the personal data of the customer, CSB shall ensure through an appropriate agreement with the subcontractor that the subcontractor shall likewise comply with the data protection provisions.

13. Other Agreements, Applicable Law, Place of Fulfillment and Jurisdiction

13.1 The contractual agreements of the parties shall be exclusively subject to the law of the Federal Republic of Germany with the exclusion of the UN sales law.

13.2 Place of fulfillment and jurisdiction for all matters arising from the current and future business relations of the parties, for whatever legal reason, shall be Düsseldorf, Germany. However, CSB shall reserve the right to pursue claims at the valid place of jurisdiction of the customer.

Furthermore, the provisions of the 

  • General Terms and Conditions of CSB-System SE for Licensing Software and Rendering Services and Maintenance Services,
  • Terms and Conditions of CSB-System SE for Acquisition and Maintenance of Hardware
  • Price Overview for Services, Deliveries and Performances

shall apply in their current versions.

CSB-System SE
An Fürthenrode 9-15
52511 Geilenkirchen, Germany

As of: 03/2020

Price Overview for Services, Deliveries and Performances

General

Normal working hours Monday - Friday, except for bank holidays, 8.00 - 17.00 hrs., corresponds to day's work of 8 hours plus break times.

The prices for working hours, travel times and expenses are indicated in the provisions set forth below. Overtime beyond the normal working hours shall be charged to the customer subject to surcharges of 25 percent on weekdays, 50 percent on Sundays, and 100 percent on bank holidays.

1. Delivery and Payment

All prices are plus statutory value-added tax. The customer acquires the delivered hardware and software components, or requests services, by acknowledging the Terms and Conditions of CSB-System SE. Upon delivery of the hardware and software components, these are accounted for according to the product sheet. The services provided (for example, maintenance or installation work) will be invoiced upon completion on the basis of the prices set forth below. Invoices shall be due within fourteen days of the invoice date.

2. Update

Updates are program enhancements of the running release installed at the customer’s. Updates shall be provided to customers who have concluded a maintenance agreement. The services required for the installation or instruction shall be provided by CSB in accordance with the following provisions.

3. Upgrade (new release)

An upgrade comprises basic, material software extensions, basic, material enhancements of software structures, porting to other file management systems, databases, software tools, compilers, etc. Upgrades shall be provided to maintenance customers who have concluded a correspondingly extended maintenance “plus” agreement, or can be acquired by way of lease at a cost-effective flat rate. CSB shall provide the services required for installation and instruction in accordance with the following provisions:

4. General Prices for Services, Deliveries and Performances

4.1 Prices for software and hardware supply (list prices) according to the product sheet or individual agreement
4.1.1 User license and station parameter control shall be required for every station incorporated in the network.
4.1.2 In case of default, default interests of four percent above the respective base rate according to Section 288 BGB (German Civil Code) shall be charged.

4.2 Consulting

a) Organizational consulting                              Euro 145/hour
b) Project management                                      Euro 180/hour
c) Business consulting                                        Euro 180/hour
d) Certification/validation consulting               Euro 205/hour
e) CIM project management                              Euro 180/hour
f) CIM consulting                                                 Euro 170/hour

4.3 Installation

a) Technician                                                       Euro 145/hour
b) Engineer/CIM developer                                Euro 170/hour
c) Software developer                                        Euro 170/hour

4.4 Travel time                                 60 percent of the respective hourly rate

4.5 Travel flat rate   Euro 0.70/km

4.6 Other travel costs (taxi, airfare, railway tickets, parking fees, etc.)
at cost according to supporting document plus 15 percent administrative charges

4.7 Rent for hardware                                                        2.5 percent per month

4.8 Rent for  software

Software rent including software maintenance agreement with a term of five years

  • Software rent including  software maintenance “plus”                     3.5 percent per month
  • Software rent including software maintenance “plus"
    for terms > 10 years                                                                                3.3 percent per month

4.9 Reimbursement of expenses

Per diem (domestic)
Per calendar day with more than 8 hours       Euro 25 (working time and travel time)
Per diem (abroad)
Per calendar day with more than 8 hours       Euro 55 (working time and travel time)

4.10 Transport cost  (packaging,
postage, insurance ex shipping point)              at cost

4.11 Accommodation costs
Per night                                                               Euro 95

5. Services for customer projects WITH maintenance agreement

The scope of maintenance services for hardware and CSB software shall be in accordance with the terms of the maintenance agreement or the respective product sheets.

5.1 HARDWARE:

The hardware maintenance fee shall be calculated on the basis of the value of the gross contract price (before deduction of possible discounts or other deductions) of the standard hardware or the special hardware and operating system software delivered.

The hardware maintenance fee is the flat-rate premium for services mentioned in 9.4 of the Terms and Conditions of CSB-System SE for Acquisition and Maintenance of Hardware. It is derived from the relevant product sheet.

5.2 SOFTWARE:

The software maintenance fee shall be calculated on the basis of the value of the gross contract price according to the offer price of the user software, enhanced standard software (special software), licenses supplied.

5.2.1 Complete maintenance

1.0 percent per month of the gross contract price according to the offer for complete maintenance; with a percentage of the maintenance fees paid, maintenance customers without a maintenance “plus” agreement shall acquire the option right to purchase the upgrade at a special price.

5.2.2 Software maintenance “plus”

1.5 percent per month of the gross contract price according to the offer for complete maintenance, plus software upgrade (includes all technical and application enhancements with all standard print layouts, standard evaluations and standard controlling analyses for the licensed programs)

5.2.3 Software maintenance for pharmaceutical customers

For customers from the pharmaceutical sector the monthly maintenance fee shall increase by 1 percent per month, to a total of 2 percent with complete maintenance or 2.5 percent with software maintenance “plus” due to increased maintenance effort.

5.2.4 Software maintenance of legacy versions

If the licensee does not use a current version of the CSB system and it has been more than five years since software licenses or the last upgrade were acquired, the monthly software maintenance fee shall increase by 0.1 percent of the list price for every year of use beyond the ordinary useful life of five years.

(Example: as of year 6 1.1 percent, as of year 7 1.2 percent, as of year 8 1.3 percent etc.)

5.3 Software maintenance without hardware maintenance  

For software maintenance without hardware maintenance, CSB shall charge 0.2 percent per month in addition to the agreed maintenance fee, calculated on the basis of the above-mentioned value, according to the offer prices. 

6. Services for customer projects WITHOUT maintenance agreement
6.1 HARDWARE:

Upon request, CSB shall provide services related to the hardware supplied by CSB at a fee.

a) Working hours                                     Euro 200/hour plus  
                                                                   Travel times/travel cost
b) Material                                                 according to list price of CSB or  
                                                                    hardware manufacturer
c) Activity flat rate                                    Euro 600 (will be invoiced in addition
                                                                    to  working hours)

d) Data backup/data transfer
when installing replacement devices
or due to hardware maintenance          Euro 200 /hour

e) Rental fees for temporarily
bridging replacement devices                0.5 percent of purchase price  per
                                                                    working day (outside the warranty period)

f) Telephone/remote technical
hardware support and emergency
support service, basic fee per call  
Activity flat rate                                       Euro 800
plus                                                           Euro 60 per every 15 minutes started

 

6.2 SOFTWARE:

a) Telephone software support
Basic fee per call                                     Euro 100
plus                                                            Euro 2.90/min.
b) Working hours  software maintenance Euro 200/hour
c) Activity flat rate                                   Euro 400

7. Data Center Services

The scope and the prices for data center services shall be according to the Terms and Conditions of CSB-System SE for Data Center Services or the respective product sheets.

 

CSB-System SE
An Fürthenrode 9-15
52511 Geilenkirchen GERMANY

As of: 03/202