Terms and Conditions

1. SCOPE

The following Terms and Conditions apply to the entire business relationship between the customer (hereinafter the Client) and enVoice, unless otherwise agreed in writing or required by mandatory law. Any differing terms and conditions of the purchaser are not accepted.

The Client will be notified in writing of any amendments to these Terms and Conditions.

2. OFFERS AND FORMATION OF CONTRACTS

Offers made by enVoice are non-binding and may only be accepted within 30 days. Orders may be accepted by enVoice within 30 days.

All contracts for services provided by enVoice that do not meet the written-form requirement shall become legally effective only upon confirmation by enVoice bearing a handwritten signature or sent by fax. Unilateral legal declarations concerning the contractual relationship, in particular notices of termination, must be in writing and bear a handwritten signature to be effective; the written declaration may be sent by registered post with acknowledgement of receipt or by fax.

Information about the subject matter of the service and any representations of it are descriptions or identifiers. They may give rise to stricter liability only if enVoice has expressly guaranteed their binding nature in writing. Customary deviations and deviations required by law or constituting technical improvements are permitted insofar as they do not impair suitability for the contractual purpose.

Contracts based on offers and cost estimates issued by enVoice must be treated as confidential.

3. PERFORMANCE OF THE ASSIGNMENT

The enVoice will perform its services in accordance with the principles of proper professional practice.

The enVoice may engage experts or subcontractors to perform the assignment. In all other respects, enVoice shall decide at its own discretion which employees to deploy.

The enVoice will meet the agreed deadlines and dates for the provision of services, provided that the scope of the assignment remains unchanged. enVoice undertakes to inform the Client without delay if an agreed date cannot be met.

The occurrence of force majeure or other events that were unforeseeable at the time of contract formation and are beyond the control of enVoice (for example, delays or failures by upstream suppliers, operational disruptions or official orders) entitles enVoice to postpone performance for the duration of the disruption and a reasonable restart period. If performance of the contract is delayed by more than one month, either party may withdraw from the contract if the delay makes continued adherence to the contract unreasonable for that party.

Unless the delivery period follows from the subject matter of the contract, enVoice may determine the date for providing the service.

4. INVOICING, SET-OFF AND LATE PAYMENT

All stated prices and invoices of enVoice are net of VAT, which will be charged at the applicable statutory rate.

Prices charged by enVoice cover only the agreed scope of services and deliveries. Additional and special services will be charged separately.

Invoices issued by enVoice are payable immediately in full without deduction, unless otherwise agreed.

If, as agreed, a service is provided more than four months after the contract is concluded and, in the meantime, costs incurred by enVoice or levies payable by it increase, new levies are introduced, or enVoice increases its prices generally, it may adjust the price accordingly, unless the price has expressly been confirmed as a fixed price.

The Client may set off a counterclaim against claims of enVoice or exercise a right of retention only if the counterclaim is undisputed or has been established by a final and binding judgment.

In the event of late payment or justified doubts about the Client’s ability to pay or creditworthiness, enVoice may, without prejudice to our other rights, require advance payment for services not yet performed and declare all claims arising from the business relationship immediately due. The obligations of enVoice to perform its services shall be suspended for as long as the Client is in default on a payment that is due. In the event of late payment, enVoice may charge default interest at the statutory rate in addition to claiming further damages.

Multiple Clients shall be jointly and severally liable.

5. SHIPPING

The Client bears the risks of postal shipment. This also applies to partial deliveries.

All provisions relating to shipment apply accordingly to deliveries by third-party carriers insofar as their conduct may give rise to liability on the part of enVoice. The third party’s liability remains unaffected.

The shipment will be insured by enVoice against theft, breakage, transport damage, fire, water damage or other insurable risks only at the Client’s express request and expense.

6. CLAIMS FOR DEFECTS

The Client must check without delay whether the item delivered or the service provided conforms to the contractually agreed form and is suitable for its intended use. In all other respects, section 377 of the German Commercial Code (HGB) applies.

The enVoice shall, to the exclusion of further rights of the Client, remedy defects in delivered items or services that have been reported in due time, or, at its discretion, supply defect-free replacements or rectify the services (subsequent performance). If subsequent performance fails, the Client may, subject to the further requirements of statutory law, reduce the remuneration or, at its option, withdraw from the contract. The provisions of sections 282 and 283 of the German Civil Code (BGB) remain unaffected.

7. TERMINATION OF THE CONTRACT

The contract ends upon expiry of its term. It is automatically extended by a period equal to the originally agreed term unless written notice of termination has been given at least three months before the end of the relevant term. Notice of termination must be given in writing.

This provision may be varied by agreement in the individual contract.

The right to terminate for cause remains unaffected. Termination for cause must be declared in writing, stating the reasons, within two weeks of becoming aware of those reasons.

If the assignment is terminated before it has been fully performed, enVoice shall receive a proportion of the remuneration corresponding to the work performed up to the termination of the assignment. If, however, the assignment is terminated for cause for reasons attributable to the Client, enVoice shall be entitled to the full remuneration. In the latter case, enVoice shall document the services performed up to that point.

8. LIABILITY

For culpable breaches of essential contractual obligations (cardinal obligations), the liability of enVoice, irrespective of the legal basis, shall be limited in amount to damage typical of the contract, that is, foreseeable damage. enVoice shall not be liable for breaches of other contractual obligations that are not cardinal obligations caused by slight negligence. The liability of enVoice shall be limited to the value of the individual assignment.

Where enVoice places orders with third parties in the name and on behalf of the customer and with the customer’s consent, enVoice shall be liable only for the careful selection and supervision of the third party. There shall be no liability beyond this.

The above liability provisions also apply for the benefit of the employees, other vicarious agents and subcontractors of enVoice.

9. LIMITATION PERIODS

The statutory provisions apply to limitation periods.

10. COPYRIGHT

In offers and cost estimates issued by enVoice, and in models, samples, illustrations, descriptions, calculations, collections of data records and other documents originating from enVoice or third parties and made available to the Client, enVoice reserves all rights. Without the consent of enVoice, the Client may neither make these items or their contents accessible to third parties, disclose them, use them itself or through third parties, nor reproduce them. At the request of enVoice, the Client must return these items and any copies in full when they are no longer required in the ordinary course of business or when negotiations have not resulted in a contract.

11. DATA PROTECTION, CONFIDENTIALITY AND SECURITY

The Client shall ensure that enVoice is informed of all relevant circumstances beyond the statutory requirements that it needs to know for data protection and confidentiality purposes.

The enVoice complies with statutory data protection requirements. Both parties must treat all confidential information and trade and business secrets obtained in connection with the contractual relationship as confidential, and in particular must not disclose them to third parties or otherwise exploit them.

12. RETENTION OF TITLE

The enVoice retains ownership of all items and services supplied by it until the Client has settled all claims arising from the business relationship with it.

13. GENERAL PROVISIONS

Amendments and additions to the contract with enVoice must be made in writing.

The entire legal relationship between us and the purchaser is governed exclusively by German law.

If any provision of these Terms and Conditions is or becomes invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid provision that comes as close as possible to the intended purpose. The same applies in the event of a gap in the provisions.

The contract, its performance and any claims arising from it are governed exclusively by the law of the Federal Republic of Germany.

14. PLACE OF PERFORMANCE AND JURISDICTION

The place of performance for services owed by enVoice is the registered business address of enVoice.

The place of jurisdiction for all disputes arising from the contract is Königstein/Ts.