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General Terms and Conditions (GTC)

of Roxtra GmbH, Schillerstraße 21, 73033 Göppingen, GERMANY (as of 01.12.2020)

1. Material Scope

1.1 These Terms and Conditions are the basis of all contracts concluded by Roxtra GmbH.

1.2 These General Terms and Conditions shall also form the basis of all future services, even if their inclusion is not expressly agreed again.

1.3 Only our Terms and Conditions apply. Terms and conditions of other parties that conflict with these Terms and Conditions shall not be part of any contract, even if their non-applicability is not explicitly stated.

2. Prices

2.1 Quoted prices do not include applicable value added tax (VAT) unless otherwise explicitly stated.

3. Right to withdrawal

3.1 Roxtra GmbH grants a 14-day right to withdrawal to the delivery methods “Ring binder with CD (for sample manuals)” and “CD with manual” (for QM software), beginning on the day the customer received the product. To meet the revocation time, the customer must inform us in writing or via phone in time.

3.2 The right to withdrawal is excluded, if the attached seals (e.g. licence seals) on the product were damaged or if there are other opening marks on the licence cards.

3.3 For the delivery method “Online delivery” we grant a discount of 10% (in words: ten percent) instead of the right to withdrawal.

3.4 We neither grant a right to withdrawal nor a discount for the delivery method “Online delivery + CD”.

3.5 For the software roXtra a right to withdrawal of 30 days is granted. The order date is decisive for the beginning of the revocation period. The right to withdrawal applies only to the licenses of the roXtra software. Services provided by Roxtra GmbH until then will not be refunded.

4. Payment Terms

4.1 Payment is due within 14 days of receipt of the invoice with no deductions, unless a specific due date is agreed upon in writing.

4.2 Bills of exchange, checks and other remittance orders are not accepted. Exceptions may be made for fulfillment purposes.

4.3 Customer may only offset amounts due against undisputed or legally enforced claims. Customer may only withhold payment for claims arising from the same contractual relationship.

4.4 For late payment by Customer, Roxtra GmbH may charge interest in the amount of 9% over the applicable base interest rate.

4.5 Regardless of the established payment terms, Roxtra GmbH has the right to require advance payment for its services if, per an objective evaluation, Customer’s financial situation is deemed to have significantly worsened since entering into the contract, especially if Customer has payments outstanding to Roxtra GmbH. In this case, Roxtra GmbH may also suspend further services until Customer has paid all overdue receivables from the relevant contractual relationship or from previous contracts financially related thereto.

5 Delivery and delays

5.1 For sample manuals (KombiPaket, ExpertPlus) the delivery period is 14 days from receipt of the order.

5.2 The delivery period for the roXtra software is 14 days from the provision of the prepared server by the customer.

6. Retention of Title

6.1 All products supplied remain the property of Roxtra GmbH until all amounts due under the contractual relationship and all other receivables due at the time of contract signing, including any penalties, are paid in full.

7. Confidentiality

7.1 Roxtra GmbH and the customer will neither pass on to third parties nor publish nor (except for the purposes of this contract) exploit or otherwise use all information in the confidentiality of which the other party has a justified interest (e.g. financial data, know-how, personal information) or which is marked as confidential.

7.2 Upon request, the parties shall return all documents received during the execution of the contract to the other party. Electronically transmitted documents shall be permanently deleted from all storage media at the request of the other party, unless they are subject to statutory or official retention periods.

8. Guarantee

8.1 Defects in licensed products and software, including manuals and other documentation, shall be resolved by Roxtra GmbH within two years of delivery following appropriate notification by the licensee. Roxtra GmbH may choose to either repair or replace the products free of charge. In the case of replacement, the buyer is required to return the defective item.

8.2 If the defect cannot be remedied within a reasonable amount of time, or if repair or replacement is deemed unsuccessful for other reasons, the licensee may request a reduction in fees or withdraw from the contract. Repair or replacement shall not be considered unsuccessful unless: Roxtra GmbH has been given ample opportunity to repair or replace the product without success; repair or replacement is impossible; repair or replacement is rejected or unreasonably delayed by Roxtra GmbH; there is sufficient reason to doubt the success of repair or replacement; or repair or replacement is otherwise considered unreasonable.

9. Liability

9.1 Roxtra GmbH excludes the liability of its legal representatives and executive employees for slightly negligent damage. Furthermore, the liability of all vicarious agents for slight and gross negligence is excluded.

9.2 Liability for the breach of obligations which are indispensable for the proper performance of the contract shall remain unaffected. Furthermore, all exclusions of liability shall only apply insofar as these do not result from injury to life, limb or health or claims under the Product Liability Act are affected.

9.3 Liability for loss of data shall be limited to the typical recovery costs that would have been incurred if back-up copies had been made regularly and in accordance with the risk.

10 Agreements in Writing, Jurisdiction

10.1 Additional agreements must be made in writing to be legally effective, unless the parties expressly agree on another form.

10.2 These Terms and Conditions and any contracts granted hereunder are subject to the laws of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). Jurisdiction for all disputes in connection with this contract is Göppingen.

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