General Sales Conditions (GSC) Intechno Consulting Dr. Norbert Schroeder (Intechno)1. Definitions
2. Applicability of General Sales Conditions
- "Product": any good or service offered by Intechno Consulting Dr. Norbert Schroeder (Intechno) – a multitude of market reports, parts thereof or data extracted from the Intechno database, as well as a multitude of individual market research and/or consulting and support services, all of them in form of an electronic file, on a variety of carriers (optic carrier, magnetic carrier, semiconductor carrier, etc.), or in form of a hardcopy, all of which are referred to hereafter as “Product.”
- "Buyer": any person, firm, company or organization ordering Products from Intechno.
3. Offered Products
- All selling of Intechno Products to Buyers is exclusively subject to and performed in accordance to these GSC.
- Buyer’s own general and/or standard conditions of business/purchasing shall not apply, irrespective of whether printed and/or referred to on Buyer’s stationery, e-mails, brochures, etc., or in its purchase orders. Intechno’s silence or failure to respond to any such subsequent or different terms or conditions shall not be deemed to be Intechno’s acceptance or approval thereof.
4. User Licenses
- Intechno offers to the market following Products:
- a. Market reports generated at Intechno’s choosing, in form of electronic files (mostly pdf files), on any carrier (optic carrier, magnetic carrier, semiconductor carrier, etc.), or in form of a hardcopy, delivered via Internet, on separate data carrier or as hardcopy;
- b. Customized extractions of data from the Intechno database, in form of electronic files (mostly Excel files), on any carrier (optic carrier, magnetic carrier, semiconductor carrier, etc.), or in form of a hardcopy, delivered via Internet, on separate data carrier or as hardcopy;
- c. Individual (customized) market research and consulting services;
- d. Support services for purchased Products.
- Most of the purchased Products require a user license (see section 4).
6. Intellectual Property, Copyright
- Intechno sells its Products (market reports and/or data extraction services) by granting to Buyers either single or multiple, but always non-exclusive, non-transferable user licenses. The following types of user licenses can be obtained:
- a. Single-User License: one single person in a company is permitted to use the report;
- b. Multi-User Site License: up to 5 persons within one and the same company site/location are permitted to use the report;
- c. Multi-User Corporate License: an unlimited number of users within a company are permitted to use the report, providing that all aspects of export/re-export control mentioned in section 14 of these GSC are fulfilled and abided by.
- The Buyer is explicitly referred to section 15 below on trade compliance.
- No license shall be required for individual/customized consulting services.
- 5. Effect of Contract
- An Intechno order form transmitted to Buyer, whether signed by Intechno or not, shall be considered as an offer. A contract between Intechno and Buyer shall be concluded in following ways:
- Market reports: a market report order form, to be completed by Buyer, is sent to Buyer. A contract between Intechno and Buyer is validly concluded upon execution by Buyer’s signature. By ticking options in the order form, Buyer selects and orders the desired Product format (hardcopy, optic carrier, magnetic carrier, semiconductor carrier, Internet file, etc.), as well as the desired license (Single-User, Multi-User Site or Multi-User Corporate).
- Customized data extractions, consulting and support services: Intechno’s offer is sent as a customized offer to Buyer. A contract between Intechno and Buyer is validly concluded by Buyer ordering the whole set, or parts thereof, or options listed in the proposal and by signing.
- Intechno and Buyer explicitly agree that a contract can be concluded by signed and scanned documents electronically exchanged.
- Any Product and/or any part thereof, whether supplied in an electronic format of any kind or as a hardcopy, has been generated by Intechno and is, to the extent legally permitted, Intechno’s exclusive intellectual property and subject to Intechno’s exclusive copyright. Such Product is, therefore, marked with a © symbol. These considerations shall apply to all types of market reports and parts thereof published by Intechno, as well as to all types of data extractions and model calculations based on the Intechno database and models.
- Intellectual Property ownership rights are waived for the customized market research and consulting services/projects (section 4. c. above), which are not utilizing the Intechno database and/or are not linked to or based on the Intechno product models and which are done solely for Buyer. The results of these customized projects shall be the exclusive property of the respective Buyer.
8. Obligations of Buyer
- The contents of Product represent the result of professional assessments, interpretations (including model calculations) and analyses of a multitude of data and information that are either generally and publicly available or released by responsible agencies and individuals (expert interviews). Those data and information are not generated by Intechno. The data used for Product are, therefore, subject to inherent alterations and fluctuations. Product is generated by applying the best efforts, with greatest care. The data and information contained therein are, to the best of the Intechno knowledge, believed to be reliable, but are not guaranteed as to their tenableness, accuracy or completeness.
- Certain statements in Product are forward-looking implying intrinsic risks and uncertainties. The words “believe,” “expect,” “project,” “will,” “should,” “could,” “forecast,” “predict,” “anticipate,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements reflect Intechno’s best judgment based on current information and, although such statements are based on circumstances believed to be reasonable when made, Intechno does neither guarantee nor warrant that future events will not affect the validity and accuracy of such forward-looking statements.
9. Limitation of Liability
- For no reason or purpose whatsoever is Buyer permitted to (for instance but not limited to) manipulate, alter, correct, amend, decompose, dissect, etc. Product, nor to display it for commercial purposes, nor otherwise to use it like a product of its own.
10. Data Integrity
- Irrespective of whether Buyer receives a ready-made market report, data extraction, consulting or support services or a customized market study prepared exclusively for Buyer, and irrespective of the layout or format of such report, Intechno does not assume any liability following any use of Product by Buyer.
- In no event can Intechno be held liable for any direct or indirect, incidental or consequential, financial, economic or other damages such as (for instance but not limited to) loss of profit, business interruption, loss of data, loss of business opportunity, loss of business information or other pecuniary, data, information or software loss arising from the use or from the inability to use Product.
- Neither does Intechno assume any liability for any claims on the grounds of errors, omissions or other inaccuracies in Product, on the grounds of used sources for data and information, or on the grounds of compilation and/or interpretation of the data and information.
- With respect to Product, Intechno does not make any warrantees, expressed or implied, including, but not limited to, the ability for sale and fitness for a particular purpose.
- Under no circumstances and in no case shall Intechno’s total liability arising out of any single contract concluded with Buyer exceed the amount paid/payable by Buyer for Product.
- Before making Product available, Intechno always takes reasonable steps to screen the files and the file carrier (optic carrier, magnetic carrier, semiconductor carrier, etc.) against infection with viruses, worms, Trojans or other codes having contaminating or destructive properties. Due to the uncontrollable nature of such possible infections, however, Intechno cannot guarantee that Product, delivered in any electronic format, will be free from infection at all times.
12. Data Protection in Case of Payment by Credit Card
- Invoices can be sent by Intechno either by e-mail, fax or ordinary mail. Buyer shall make full advance payment of the invoiced amount, including shipping costs, in the indicated currency within 14 days upon receiving the invoice.
13. Terms of Delivery
- Processing of personal Buyer data is in compliance with the law and protects private and personal data. Personal data are stored only as part of a payment process or for the purpose of concluding a contract. Personal data are used to manage Buyer orders or in meetings. Processing of personal data is carried out by employees bound by confidentiality obligations.
14. Taxes, Customs Duties and Fees
- The Product shall always be sold as per the clause CPT (Carriage Paid To) of Incoterms 2010.
- Intechno has contractually delivered Product upon delivery of the same to the carrier or another person nominated by Intechno at an agreed place. Intechno will contract and pay for transportation to the destination, as indicated by Buyer. Intechno shall not take out transport insurance.
- Place of performance is the place of delivery to the forwarder, usually at the address of Intechno in Germany. In case of delivery of the product only by electronic means the place of performance is deemed to be at the address of Intechno.
15. Trade Compliance
- It is up to Buyer to obtain, at its own risk and expense, any import license or other official authorization and to carry out all customs formalities for the import of Product and for further shipment, if necessary.
- All applicable duties, import license fees and applicable taxes at destination (federal, state, municipal or other taxes such as withholding tax, sales tax, use tax, excise tax, value-added tax etc.), as well as other similar charges, are not included in the quoted prices of the order form, proposals and invoices; they shall be paid by Buyer to the relevant agencies.
16. Contractual Use of Product by Buyer
- Buyer is solely, exclusively and fully responsible to comply with all laws, rules and regulations relating to import/export control, economic sanctions, embargos, trade and customs compliance, etc., applicable for the purposes of transportation to and in the country of destination.
- Buyer warrants and guarantees that it is not personally subject to any kind of such compliance rules of any kind and that nothing prevents him/her to lawfully buy and import Product into the country of destination named by it.
- Buyer hereby warrants and guarantees not to re-export Product as supplied by Intechno from the country of destination to any third country unless demonstrably permitted legally to do so.
17. Applicable Law, Place of Jurisdiction
- Buyer warrants and guarantees to use Product exclusively for civil commercial purposes, such as trading, marketing, business strategies, etc. of the respective technology in the industry/line of business for which Product is designed.
- Buyer undertakes to indemnify Intechno for and hold harmless against any claims of any third parties such as individuals, legal entities, corporations, government agencies, etc., raised against Intechno following a breach of for instance but not limited to sections 6, 10, 11 and/or 12 of these GSC by Buyer. Buyer shall remit any and all defense costs, court fees, bonds, retainers, lawyers’ fees, advances etc., necessary to defend the respective claims before or out of court upon first demand to Intechno and undertakes to pay any amount payable as finally ordered by any court, authority, agency, etc., in the respective proceedings.
- All contracts concluded between Intechno and Buyer shall be exclusively governed by German substantive law.
- All disputes as to interpretation, validity and performance of the respective sales/purchase contract between Intechno and Buyer shall be brought by both parties exclusively before the Amtsgericht in Freiburg, Germany, which shall have exclusive jurisdiction.