2. Offers and Deals
Offers from DynamicsProject.com are subject to change. All orders, even if they are accepted by representatives or other sales employees of the DynamicsProject.com, only become binding for DynamicsProject.com upon written order confirmation by DynamicsProject.com or upon delivery of the goods or provision of the service. If the Client submits its offer electronically, DynamicsProject.com will confirm receipt immediately. However, the mere confirmation of receipt does not constitute a binding acceptance of the offer. The confirmation of receipt can be combined with the written declaration of acceptance by the DynamicsProject.com.

3. Programs, Services, Transfer
3.1 Individual programs are developed based on the nature and scope of the documentation provided by the client. If necessary, the client shall provide, at its own expense, a sufficient amount of practical test data and testing facilities in a timely manner.
3.2 The basis for the preparation of individual programmes is the written programme description, which DynamicsProject.com develops on the basis of the documents and information made available to it. This program description is to be checked and confirmed by the Client for accuracy and completeness. Any requests for changes expressed after examination and confirmation by the client require a separate agreement.
3.3 When ordering standard programs, the customer also confirms knowledge of the scope of services of the ordered programs with the order.
3.4 DynamicsProject.com shall provide the agreed services either by means of advice, training, information, etc. or by handing over (sending programmes, organisational elaborations or other documents).
3.5 Shipping is always carried out at the risk of the Client, even in the case of carriage-free delivery.
3.6 Before handing over to the Client, DynamicsProject.com undertakes to demonstrably check the service itself in detail and, in particular, to determine whether it meets the contractual requirements according to the individual order. If the cooperation of the client is necessary for this, DynamicsProject.com will point this out to him. DynamicsProject.com will prove the conformity of the software with the specifications by means of a verifiable functional test as well as in the context of a subsequent trial operation under system conditions. The result of the acceptance shall be recorded in a protocol to be drawn up and signed jointly by DynamicsProject.com and the contracting authority.

4. Prices
4.1 The prices quoted by DynamicsProject.com do not include discounts and other discounts plus any value added tax.
4.2 Insofar as the delivery or service of DynamicsProject.com is to take place later than 90 days after conclusion of the contract, DynamicsProject.com shall be entitled to continue charging any price increases that have occurred in the meantime.
4.3 The costs for travel, daily and accommodation costs as well as travel times will be invoiced to the Client separately according to the respective rates plus statutory value added tax.

5. Delivery time, non-delivery, delay, partial delivery
5.1 With the order, DynamicsProject.com assumes no risk for the procurement of supplies and other services required for the preparation of the order.
5.2 Confirmed orders and delivery dates are valid in all cases subject to correct, timely and complete self-delivery. Delivery periods shall commence only after all details of the execution of the order have been clarified and any necessary certificates have been provided by the Client and, in particular, after receipt of the confirmation of the programme description checked by the Client in accordance with Clause 3.2 DynamicsProject.com.
5.3 Events of force majeure and circumstances for which DynamicsProject.com is not responsible, which make delivery impossible or excessively difficult, entitle DynamicsProject.com to postpone the delivery for the duration of the hindrance – even within the delay. If the events lead to a non-temporary prevention or aggravation of performance, DynamicsProject.com may withdraw from the contract in whole or in part because of the part that has not yet been fulfilled. The right to postpone delivery or to withdraw from the contract exists regardless of whether the events specified in sentences 1 and 2 occur at DynamicsProject.com or at subcontractors of DynamicsProject.com; the exercise of this right by DynamicsProject.com does not give rise to any claims for damages on the part of the Client.
5.4 In the cases referred to in Clause 5.3, the Client shall be entitled to withdraw from the contract to the extent that it proves that the performance of the contract that is still outstanding in whole or in part is no longer of interest to the Client due to the delay. However, a withdrawal with regard to partial deliveries that have already been made by DynamicsProject.com remains excluded, provided that the still outstanding performance is not equivalent to a performance still outstanding in its entirety with regard to the content of the contract. In the event of a justified withdrawal on the part of the Client, DynamicsProject.com shall be entitled to demand an appropriate usage fee for the uses derived by the Client from the application of the contractual software until the rescission. The compensation for use is calculated on the basis of a straight-line four-year depreciation.
5.5 Partial deliveries are permissible within the delivery periods specified by us, provided that this does not result in disadvantages for use.

6. Installation
If a DynamicsProject.com installation is provided for in the order confirmation, the customer must enable this within 30 days of delivery and/or readiness for delivery by DynamicsProject.com.

7. Terms of payment Payment must be made immediately upon receipt of the invoice without any deduction.
7.1 Invoices from DynamicsProject.com are due for payment immediately upon receipt from the date of invoice without deduction. If the Client has not paid by then, he shall be in default without further explanation from DynamicsProject.com. The date of payment is the date of receipt of money by DynamicsProject.com or crediting to an account of the DynamicsProject.com. Discount deduction is only permissible with the express consent of DynamicsProject.com.
7.2 In the case of orders comprising several units, DynamicsProject.com shall be entitled to invoice each individual unit or service upon delivery.
7.3 Without prejudice to other claims, DynamicsProject.com may demand interest on its claims in the amount of 5% above the base interest rate from the due date, and in the event of default of payment by the Client in the amount of 8% above the base interest rate. If DynamicsProject.com can prove a higher interest claim, in particular due to the expenditure of its own loan interest, it is entitled to assert it. The right to assert damage caused by default that goes beyond the damage specified in sentence 1 is reserved.
7.4 If the Client is in default of payment or if it becomes aware of a significant deterioration in its financial situation for which it is responsible, all claims existing by DynamicsProject.com against the Client shall become due for payment immediately, regardless of the accepted bill of exchange. In this case, DynamicsProject.com can demand immediate advance payment or security. If the Client has provided false information about his economic circumstances during the term of the contract, DynamicsProject.com is entitled to withdraw from the contract and claim damages. In the event of withdrawal, the Client shall owe a usage fee in accordance with Clause 5.4.
7.5 Payments can only be made directly to DynamicsProject.com with discharging effect. If several claims are outstanding against the client, payments by the client are offset against the oldest claim, even if the client has expressly paid for a specific claim. The offsetting is always made first against the costs, then against the interest and finally against the principal claim.
7.6 The Client shall only be entitled to a right of set-off with regard to undisputed or legally established claims. The Client shall only be entitled to a right of retention with regard to such undisputed or legally established claims arising from the same contractual relationship with DynamicsProject.com.

8. Retention of title
8.1 All goods delivered by DynamicsProject.com remain the property of DynamicsProject.com until the time of payment of the entire customer balance from the ongoing business relationship. With the settlement of all outstanding claims at the time of payment, the retention of title finally expires.
8.2 Processing or transformation of the goods subject to retention of title is always carried out on behalf of DynamicsProject.com as a manufacturer within the meaning of Section 950 of the German Civil Code (BGB), without this giving rise to a liability for DynamicsProject.com. In the event of processing, combination or mixing of the goods subject to retention of title with other goods by the customer, DynamicsProject.com shall be entitled to co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods used. At the time of processing, combination or mixing, the Client hereby transfers DynamicsProject.com his (co-)ownership rights to the uniform item to the extent of the invoice value of the goods subject to retention of title and keeps them free of charge for DynamicsProject.com.
8.3 The Client shall be entitled to resell the goods subject to retention of title in the ordinary course of business; however, he assigns to DynamicsProject.com all claims in the amount of the purchase price agreed between DynamicsProject.com and the Client that accrue to the Client as a result of the resale, regardless of whether the delivery items are resold without or after processing. The Client shall be authorised to collect these claims after their assignment. The authority of DynamicsProject.com to collect the claims itself remains unaffected; however, DynamicsProject.com undertakes not to collect the receivables as long as the Client duly meets its payment obligations and is not in default of payment. However, if this is the case, DynamicsProject.com can demand that the client disclose the assigned claims and their debtors, provide all information necessary for collection, hand over the associated documents and notify the debtors (third parties) of the assignment.
8.4 The Client shall be obliged to notify DynamicsProject.com immediately of any seizure or other legal or factual impairment, as well as of the endangerment of the goods subject to retention of title or any other security existing in favour of the DynamicsProject.com. The Client may neither pledge the delivery items nor transfer them as security.
8.5 In the event of default of payment or rescission of the contract, the Client hereby declares its consent to DynamicsProject.com taking away or having taken away the goods subject to retention of title held by the Client. The removal is only to be regarded as a withdrawal from the respective contract if DynamicsProject.com expressly declares this.
8.6 If the realisable value of the goods subject to retention of title exceeds the claims to be secured by more than 110%, DynamicsProject.com undertakes at the request of the Client to release the securities to which it is entitled in this respect. The threshold for the accrual of a claim for release is 150% of the estimated value of the collateral.

9. Warranty
9.1 The warranty shall be provided after appropriate notification by the Client, initially by subsequent performance at the choice of DynamicsProject.com by free remedy of defects or new production. In the event of a justified notice of defects, the defects shall be remedied within a reasonable period of time, whereby the Client shall DynamicsProject.com facilitate all measures necessary for the investigation and rectification of the defects.
9.2 If two attempts at repair or replacement fail, or if the subsequent performance is deemed to have failed or to be unreasonable for other reasons, the Client may, at its discretion, demand rescission (withdrawal) or a reduction in the fee. However, in the case of only a minor breach of contract, in particular in the case of only minor defects, the Client shall not be entitled to withdraw from the contract. In the event of withdrawal, the Client shall owe a usage fee in accordance with Section 5.4. Furthermore, the Client may not claim damages in lieu of performance or reimbursement of futile expenses, unless DynamicsProject.com, its legal representatives, or vicarious agents are guilty of intent or gross negligence, liability is mandatory by law due to a breach of an obligation crucial to achieving the overall purpose of the contract, the liability concerns the Product Liability Act, injury to life, limb, or health, or liability under a warranty pursuant to Section 9.5.
9.3 DynamicsProject.com’s liability is limited to foreseeable damages typical for this type of contract. If the customer opts for compensation after a failed attempt at subsequent performance, the goods shall remain with the customer, provided this is reasonable.
9.4 This does not affect the warranty rights due to defects in standard software, for which the warranty rules of the corresponding assignment agreement apply.
9.5 DynamicsProject.com warrants that software products will execute the program instructions free of defects in materials and workmanship if the hardware and operating system configuration comply with DynamicsProject.com's recommendation. The Client does not contain any further guarantees in the legal sense through DynamicsProject.com. Manufacturer's warranties remain unaffected. Only the product descriptions of the manufacturer and DynamicsProject.com are deemed to have been agreed upon as the nature of the products. If the software is created on the basis of a functional specification (e.g. I-Book concept), this then determines the nature of the product. In addition, public statements, praises or advertising by the manufacturer do not constitute contractual specifications of the quality of the goods.
9.6 DynamicsProject.com is exempt from any warranty if defects arise because the Products are improperly handled or not properly maintained and cared for, or a third party makes changes of any kind or repairs to the Products without written consent of DynamicsProject.com or operating and installation instructions are not followed or adhered to. If the Client receives a defective operating or installation manual, DynamicsProject.com is only obliged to deliver a defect-free instruction manual, and only if the defect in the instruction manual is due to proper operation or installation.by the client.
9.7 The Client's claims for subsequent performance, damages, reimbursement of expenses or reduction due to a defect shall become time-barred within one year from the statutory start of the limitation period. Withdrawal after the expiry of the limitation period is invalid.
9.8 Insofar as the above provisions on the prerequisites and consequences of the Client's rights in the event of defects do not contain any or no deviating provisions, the statutory provisions on these rights shall apply.

10. Liability
10.1 Other claims for damages on the part of the Client due to a breach of duty are excluded, unless DynamicsProject.com, their legal representatives or vicarious agents are guilty of intent or gross negligence, unless there is statutory mandatory liability due to a breach of an obligation that is decisive for the achievement of the entire purpose of the contract, liability under the Product Liability Act or liability due to injury to life, body and health.
10.2 Insofar as the Client has a claim for damages, it shall be limited to the foreseeable damage typical for the contract.
10.3 In application of Clause 9.6 mutatis mutandis, any liability for damages on the part of DynamicsProject.com is excluded if the damage is wholly or mainly due to the circumstances specified in Clause 9.6.
10.4 Claims for damages by the Client shall become time-barred within one year of the statutory commencement of the limitation period.

11. Copyright Protection
11.1 DynamicsProject.com grants the Client a non-transferable right of use to the programs, associated documentation and subsequent supplements for his own use for the purposes for which the programs were delivered. The Client shall ensure that these programs and documentation are not accessible without the prior written consent of DynamicsProject.com third parties. Copies of copyrighted software and printed matter may only be made if this is necessary to secure future use. If the originals bear a notice indicating copyright protection, this note must also be affixed by the Client to the copies made. Copyright notices, serial numbers and other features used for program identification may not be removed or changed under any circumstances.
11.2 The Client is obliged to refrain from passing on the organisational elaboration, programs and programming descriptions to third parties, whether for a fee or free of charge, without the written consent of the Contractor. In view of the fact that the programs and organizational services created by DynamicsProject.com are the intellectual property of the Contractor, the use of the same is permitted even after payment exclusively for the Client's own purposes.
11.3 A re-translation of the provided programs into other code forms (recompilation) as well as other types of re-indexing of the various production methods of the software (reverse-engineering), including a program change, are not permitted without the prior written consent of DynamicsProject.com. The removal of a page 4 of 4 copy protection or similar protection routines is not permitted. § 69 e and 69 d (2) and (3) UrhG remain unaffected.
11.4 Without the written consent of DynamicsProject.com, the use of the provided software within a network or other multi-station computer system is not permitted, provided that this creates the possibility of simultaneous multiple use of the program and such use is not the subject of the contract.
11.5  Bei Zuwiderhandlungen gegen die voranstehenden Bestimmungen ist der Lizenznehmer zur Herausgabe sämtlicher Programmkopien ohne jede Entschädigungsberechtigung an DynamicsProject.com verpflichtet. Die Geltendmachung weitergehender Schadensersatzansprüche bleibt diesbezüglich ausdrücklich vorbehalten.
11.6 The Licensee shall impose the foregoing obligations on all persons who come into contact with the Licensed Software.
11.7 Further developments of the Licensed Software are not provided free of charge.

12. Foreign Trade and Export Control Regulations
Insofar as delivered products are subject to German or foreign foreign trade and export control regulations, the Client is responsible for compliance with the corresponding provisions. In the event of a violation of such provisions, the Client shall be obliged to indemnify DynamicsProject.com.

13. General
13.1 The Client may only transfer its rights and obligations under this Agreement with the written consent of DynamicsProject.com.
13.2 The order is processed within the DynamicsProject.com with the help of automated data processing. The Client hereby gives its express consent to the processing of the data that has become known DynamicsProject.com in this contract and is necessary for the processing of the order.
13.3 An amendment or possible invalidity of individual provisions shall not affect the validity of the remaining provisions. In the event of the invalidity of a provision, the Client shall be obliged to agree with DynamicsProject.com on an effective provision that comes as close as possible to the invalid provision in a legally permissible manner.
13.4 German law shall apply exclusively to this contract. The provisions of the Hague Convention on the International Sale of Goods and the United Nations Convention on Contracts for the International Sale of Goods do not apply. The place of performance and jurisdiction for both parties is Wuppertal, insofar as the client is a merchant, a legal entity under public law or a special fund under public law.
 
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