Terms and Conditions

CODESYS Corporation, 900 Cummings Center, Suite 403-T, Beverly, MA 01915, USA

I. GENERAL

The following terms of business shall apply to all business relations with our customers. The ordering party recognizes them to be binding for the present contract as well as for all future business transactions. We shall not acknowledge any conflicting or deviating terms and conditions of the customer regardless of whatever point in time at which we receive them. The terms and conditions for software licenses are laid down in separate agreements.

II. OFFER AND CONCLUSION OF AGREEMENTS

us.store.codesys.com is a store for CODESYS Corporation. You acknowledge that you are purchasing the license to use the software products made available through the store of CODESYS Corporation.  There are 2 categories of products, as follows:

1)      the Products that have been developed, and are licensed to you, CODESYS Corporation (the "CODESYS products")  

2)      the Products that have been developed, and are licensed to you, by a third-party developer (the "Third-Party Products").

The category of each Product is displayed in the store. Your license to each Product is subject to a separate license agreement to be concluded.

The license to every CODESYS product is a binding agreement between you and CODESYS Corporation.

You acknowledge that you are purchasing the license to each Third-Party Product from the third-party licensor of that Third-Party Product; CODESYS Corporation is acting as agent for the Application Provider in providing each such Third-Party Product to you; and CODESYS Corporation is not a party to the license between you and the Application Provider with respect to that Third-Party Product. The Application Provider of each Third-Party Product is solely responsible for that Third-Party Product, the content therein, compensatory damage claims, and any claims that you or any other party may have relating to that Third-Party Product.

  1. The presentation of our merchandise does not constitute a binding offer. An offer is only binding once you have ordered the merchandise.  If this offer is accepted, we will send you an order confirmation by e-mail.
  2. Our written order confirmation shall be decisive for determining the extent of our delivery obligation. Verbal agreements at the time of the relevant contract conclusion  which supplement or amend the order confirmation, require our express written confirmation in order to be valid.
  3. Customers, even if they are consumers, are not entitled to a statutory right of revocation for distance selling contracts for products, as the digital content is not on a physical data carrier and delivery takes place immediately after the order has been placed (download of the software and shipment of the license key by e-mail).
    With the order, the customer expressly agrees to the execution of the contract before the expiry of the revocation period and has noted that his right of revocation expires with the commencement of the execution of the contract.
  4. These Terms and Conditions can be viewed on our website us.store.codesys.com. Furthermore, you can print out or save this document by using the appropriate features of your Internet browser.

III. DELIVERIES AND SERVICES

  1. Our written order confirmation shall be decisive for determining the extent of our delivery obligations.
  2. We shall be entitled to make partial deliveries that these are reasonable for the client.
  3. We reserve the right to have the order executed by third parties.
  4. The delivery dates communicated or agreed with the customer are to be understood as orientation values which requires the clarification of all technical issues and particulars.
  5. Delivery periods stated by us shall only be binding if these are explicitly designated by us in writing to be binding.
  6. Even if delivery dates have been previously agreed upon as binding, CODESYS Corporation shall not be responsible for delays of delivery as a result of Force Majeure due to changes in permitting procedures or the legal situation, strike, operations breakdown, Act of God, any events relevant to or pertaining to procurement of materials, even if they occur at subcontractors.   
  7. Our obligation to fulfill this contract is subject to the proviso that the fulfillment is not prevented by any impediments arising out of national or international foreign trade legislation or by any embargoes or any other sanctions.

IV. EXPORT REGULATIONS, EC-IMPORT REGULATIONS

  1. The products supplied by CODESYS Corporation are intended to remain and be used in the country of delivery that was agreed upon with the Customer. If the Customer wishes to re-export contractual products, he customer must obtain a license and comply with the export regulations of the export controls of  the United States of America. The Customer must familiarize himself with these regulations on his own and procure the licenses at his own risk and responsibility. The Customer is liable to us for his compliance with all the applicable regulations.
  2. The buyer is also obliged to reimburse us for outlay and costs entailed to us due to omitted or inadequate details regarding tax regulations.
  3. We decline liability for the consequences of inadequate or omitted details by the customer regarding tax regulations, unless we are culpable of willful intent or gross negligence.

V. PRICES

  1. The prices quoted in our order confirmation shall prevail. All prices are exclusive of packaging and delivery. Value-added tax shall be added to the prices at the applicable rate.
  2. Package discounts shall only apply to the purchase of the appropriate packages; package discounts shall not be granted via step-wise purchase of individual components.

VI. SHIPPING

  1. Package discounts shall only apply for shipping and delivery - even for partial deliveries - made from the company's headquarters and at the expense of the Customer.
  2. Without specific instructions we shall deliver the products ordered in the manner as we best see fit. Upon the customer's request deliveries will be insured in its name and on its account.
VII. TRAINING AND EVENT CANCELLATION PROVISIONS

The following cancellation provisions are applicable:

  1. Training cancellation by the customer
    • Full refund if canceled more than 3 weeks before the training
    • No refund if canceled less than 3 weeks before the training
    • Training fee can be applied to future training within a year, if available
  2. Training cancellation by the organizer
    • CODESYS Corporation reserves the right to cancel or reschedule the event at the latest 30 calendar days before the date of the training. In case of a cancellation, CODESYS Corporation will reimburse the full training event fee. Participants will not be reimbursed for any expenses incurred in traveling to the event location.

VIII. PASSING OF RISK

  1. The place of performance is the user's registered office. 
  2. Any acceptance shall be decisive for the transfer of risk.

IX. WARRANTIES, CLAIMS, LIABILITY

  1. The Customer shall inspect the delivery item for defects and completeness immediately upon delivery. Any defects discovered thereby shall be reported to us in writing without delay. Visible defects must be communicated to us in writing without delay upon delivery. Otherwise, the assertion of warranty claims is excluded. Defects discovered later must be reported to us immediately; otherwise the item delivered is deemed to be accepted, also as regards this defect.
  2. If the defect only occurs in conjunction with certain hardware, the hardware must be retained ready for inspection by us in the same state in which it was when the defect was recognized.
  3. If a defect should occur in the item purchased, we will first implement rework (depending on the defect, also rework on several occasions) or make replacement delivery, at our discretion. If we decide to remedy the defect, we are obliged to cover all necessary associated costs, in particular transport, work and material costs.
  4. We do not accept liability for damage which is due to improper use, incorrect operation and handling,natural wear, lack of maintenance, unsuitable operating media, chemical, electrochemical or electrical influences etc. to the extent that we are not culpable for such. We are also not liable for programs which cannot be run on hardware that we did not supply. We do not accept liability for the running capacity of software that we have supplied if other software / third-party programs influence such running capacity. We do not accept liability for loss of data or damages resulting from incomplete data backup or lack of such backup, here we make express reference to the responsibility of the customer.
  5. We do not accept liability for damage caused by EDP viruses, unauthorized access via the Internet or data links (hackers), operating system errors and so-called standard software (e.g. Microsoft Office).
  6. The period, within which claims for defects may be asserted, amounts to – except in the case of claims for damages – twelve months from the transfer of risk, unless a defect was fraudulently concealed.
  7. Any assignment of warranty claims to third parties is possible only with our prior express written consent. We shall not give any warranties in the legal sense.
  8. Manufacturers' warranties shall remain unaffected.
  9. You acknowledge that you are purchasing the license to each Third-Party Product from the third-party licensor of that Third-Party Product; CODESYS Corporation is acting as agent for the Application Provider in providing each such Third-Party Product to you; and  CODESYS Corporation is not a party to the license between you and the Application Provider with respect to that Third-Party Product. The Application Provider of each Third-Party Product is solely responsible for that Third-Party Product, the content therein, compensatory damage claims, and any claims that you or any other party may have relating to that Third-Party Product.

X. DAMAGES / LIMITED LIABILITY

  1. We are liable for intentional acts and gross negligence. Furthermore, we are liable for the negligent violation of obligations, the fulfillment of which is absolutely necessary for the proper execution of the agreement, the violation of which endangers the achievement of the contractual purpose and the observance of which the Customer regularly entrusts; however, in this case, we are liable only for the damages that are foreseeable and typical for the type of contract. We are not liable for the slightly negligent violation of obligations other than those specified in the preceding sentences.
  2. The preceding liability exclusions do not apply upon any injury to life, body or health. Liability under product liability law remains unaffected.
  3. You acknowledge that you are purchasing the license to each Third-Party Product from the third-party licensor of that Third-Party Product; CODESYS Corporation is acting as agent for the Application Provider in providing each such Third-Party Product to you; and  CODESYS Corporation is not a party to the license between you and the Application Provider with respect to that Third-Party Product. The Application Provider of each Third-Party Product is solely responsible for that Third-Party Product, the content therein, compensatory damage claims, and any claims that you or any other party may have relating to that Third-Party Product.

XI. PAYMENT

  1. Unless otherwise agreed, all invoices shall be paid immediately without deduction. Discounts require prior written agreement.
  2. If the payment target is exceeded and a reminder issued, interest of 8 % above the respective basic rate of interest of the German Central Bank shall be paid on the invoiced amount. The assertion of further claims for damages is not excluded.
  3. Retention of payment or offsetting against any existing counterclaims of the customer is not permitted except in cases of undisputed or legally established claims.
  4. All claims against the customer, no matter from what legal relationship, are immediately payable, if events occur which according to legal or contractual provisions entitle us to withdraw.
  5. If the customer is in arrears with payment, we are entitled to defer outstanding deliveries for this or other orders until the due amount has been paid and only to undertake future deliveries against advance payment or cash on delivery.

XII. RETENTION OF TITLE

  1. All merchandise supplied by us remains our property until all our claims from this business relationship have been settled.
  2. If the customer behaves in contravention of this agreement, in particular in cases of arrears of payment, we are entitled to repossess the goods and to oblige the customer to release them. Costs which accrue to us through such repossession shall be covered by the customer.
  3. The customer may not sell on, pledge as security or mortgage the goods which are subject to retention of title.
  4. If the goods are subject to seizure by third parties the customer must inform us immediately, sending us all the relevant documents at his disposal.
  5. Enforcement of retention of title or pledging of the items delivered by ourselves are not considered as withdrawal from the contract.

XIII. LIMITATION PERIOD

All claims of the purchaser, no matter for what legal reason, shall be time-barred within 12 months of delivery or acceptance of the items supplied, in so far as longer periods are not prescribed by law.

XIV. Patents and copyrights

If admissible and in the absence of any agreement to the contrary, we shall assume no liability that the products delivered by us do not violate industrial property  rights of the third parties. The buyer must notify CODESYS Corporation without delay if he becomes aware or is notified of such violations. Any legal costs must be paid in advance in an appropriate manner.

CODESYS Development GmbH reserves the title and copyright to the software products created by CODESYS Development GmbH. Without our written consent it must not be made available to third parties. Without our explicit permission, copying is not permitted. The products shall be returned to us without undue delay at our request. CODESYS Corporation is only liable for damages due to the infringement of patent rights or other intellectual property rights to the extent that it knew or should have known that such rights existed, and such rights expose the customer to third-party claims. Our liability is limited to the amount invoiced for the merchandise.

XV. CONCLUDING PROVISIONS / SEVERABILITY CLAUSE

  1. Any amendment or supplement to these Terms and Conditions of Business requires written form. This also applies to an rescission of the written form requirement.
  2. The law of the Federal Republic of Germany is valid, to the exclusion of UN Convention on Contracts for the International Sale of Goods.
  3. If any provision of our General Terms and Conditions of Business should be incorrect, contestable or ineffective, the effectiveness of the remaining provisions shall not be affected. Ineffective provisions as well any gaps in this agreement shall be replaced or closed by provisions that come as close as possible to the economic intention of the original. In any event of doubt, the statutory provisions shall apply.
  4. The place of performance and the exclusive area of jurisdiction for all disputes arising from or in connection with this agreement is Kempten (Germany).
  5. In the event of legal disputes between the parties, the German version shall prevail.

US-July-2020