1 Validity and conclusion of contract

Our General Terms and Conditions apply to all services provided by us, such as the sale and delivery of video, alarm, time recording and IT technology, their installation, maintenance work and also to the development of special software solutions and cloud solutions.

Our General Terms and Conditions shall apply exclusively to all services to be provided by us, unless otherwise agreed in writing. Our business partner's general terms and conditions shall not become part of the contract, even if we have not expressly objected to them.

The GTC apply to all contracts between the client and the GRAEF Group. The GRAEF Group may currently have the following legal representations: GRAEF Informationstechnologie GmbH, GRAEF Consulting GmbH, GRAEF Innovation GmbH.

Our offers are subject to change and are valid for 4 weeks after submission of the offer. A contract is only concluded when you confirm the order in writing or when we carry out a requested service.

2. property rights and copyrights

We reserve our property rights and copyrights to plans and drawings created by us, to computer software created by us for the customer and to software programs developed by us; they may only be made accessible to third parties with our written consent.

Ownership of items delivered by us shall not pass to the buyer/customer until payment has been made in full.

The goods remain our property until full payment has been made.

3. scope of the delivery obligation

Our written order confirmation shall be decisive for the scope of the services owed by us.

4 Prices and payment

The prices shown in our order confirmation shall apply. Our prices do not include any transportation or packaging costs or the costs of transport insurance. Support services are generally not included in our prices unless it is expressly stated in our order confirmation that the prices quoted include support.

The hardware to be supplied by us shall be invoiced to the buyer/customer immediately after conclusion of the contract, i.e. before any assembly work to be performed by us. This invoice shall be due for payment immediately. Installation services owed by us require that the buyer/customer has paid the hardware invoiced by us in advance without delay. The timeliness of this payment shall be determined by its receipt in our business account. Until the hardware has been paid for in full, we shall have a right of retention with regard to the services owed by us. Agreed installation dates are subject to the timely payment of the hardware.

The amounts invoiced by us are due for payment upon receipt of the invoice, unless otherwise agreed in our order confirmation. In the event of non-payment or overdue invoices, we shall be entitled to suspend further or outstanding work.

The buyer/customer may only offset counterclaims or exercise a right of retention if the counterclaims are undisputed or have been legally established, both in terms of reason and amount.

4.1 Prices and payments for regular, recurring events

For regular, recurring events, e.g. a maintenance contract / support contract, a term of 2 years generally applies. This can be terminated 3 months before the end of the contract. (in writing and by e-mail). Regular, recurring events (maintenance contract/support contract) are automatically extended by 2 years. A service provision takes place after written order confirmation and with the payment of the "first" installment. If the client is in arrears with two installments, we are entitled to suspend or block our service. A refund is excluded.

4.2 Conditions, prices and payments for cloud software

The GRAEF Group, under the company GRAEF Innovation GmbH, offers a cloud-based hotel & vacation rental management software for access control, after conclusion of the contract between the customer and GRAEF Innovation GmbH, a contract of use is concluded. We provide the customer with a cloud-based platform with login data. We guarantee a high accessibility of 99% p.a. The cloud fees include all additional costs such as electricity, server, encryption, SMS delivery. We implement individual solutions for an additional charge (unless otherwise agreed in writing).

A contract of use is concluded when the customer accepts the offer in writing (or by e-mail). The customer's payment obligation is due on the 1st of each month. The contract of use is for 2 years and is automatically extended by 2 years. Cancellation can be submitted in writing 3 months before the end of the contract period. If the customer is two months in arrears with payments, we are entitled to prohibit the use of the cloud software and to block access; we are also entitled to terminate the user contract without notice. The usage fee is then due for the entire contract period, a refund is excluded.

During the term of the contract, the customer is entitled to use of the cloud software, user-based access, availability, support, data encryption, updates, upgrades and maintenance in accordance with current technology standards.

Source code, generated data and extensions of the cloud system are subject to the property rights and remain in the GRAEF Group. After termination of the user contract, we will irrevocably delete the generated data within 4 weeks.

5. delivery time

Deadlines communicated by us are only binding if they have been expressly agreed in writing as binding deadlines and the buyer/customer has fulfilled any existing obligations to cooperate.

The buyer/customer is obliged to provide us in good time with all documents and information required for the execution of an order. We are not obliged to check the data and information provided by the customer for completeness and correctness.

If we are to provide assembly services, the buyer/ordering party must ensure that our assembly personnel can start the assembly work unhindered after arriving at the assembly site.

If the installation is delayed due to circumstances for which the buyer/customer is responsible, the agreed installation time shall be extended by a reasonable period of time, which shall be additionally remunerated by the buyer/customer at the agreed hourly rates, even in the case of lump-sum offers.

6. acceptance

The buyer/customer is obliged to accept our services as soon as we have notified the completion of the installation work and a successful test has been carried out. The result of the test shall be recorded in an acceptance report. The findings made in the acceptance report are equally binding for us and the buyer/customer.

If the acceptance of our services is delayed through no fault of our own, acceptance shall be deemed to have taken place when we have notified the buyer/customer of the completion of our services and two weeks have elapsed since then.

After acceptance, liability for defects that were already recognizable at the time of acceptance but were not reported in writing by the buyer/customer at the time of acceptance shall lapse.

Insignificant defects, i.e. those which do not significantly impair the usability of the services provided by us, do not entitle the buyer/customer to refuse acceptance.

7. warranty

We grant the buyer/customer a warranty of one year from the transfer of risk for the services provided by us. In the case of a purchase of consumer goods, the warranty for purchased movable goods is two years from the transfer of risk.

In the event of a warranty claim, we shall be entitled, at our reasonable discretion, to remedy existing defects (rectification) or to deliver a new item free of defects.

In the event of a repair or replacement delivery, we shall not grant any special (new) warranty for our subsequent performance.

In the event of a warranty claim, the buyer/customer shall not be entitled to compensation for damage that has not occurred to the delivery item itself. However, this exclusion of liability shall not apply in the event of gross negligence in the event of culpable breach of essential contractual obligations, insofar as the achievement of the purpose of the contract is jeopardized, with regard to the foreseeable damage typical for the contract, in cases in which liability is assumed under the Product Liability Act for personal injury or property damage to privately used objects in the event of defects in the delivery item, in the absence of properties that are expressly warranted, if the purpose of the warranty was precisely to protect the buyer/customer against damage that did not occur to the delivery item itself. In the case of defects which have been fraudulently concealed or the absence of which we have guaranteed.

7.1 Warranty on consumables / wearing parts

In principle, consumables and wearing parts, such as rechargeable Rechargeable batteries, batteries or other parts that are subject to use by the customer are not covered by warranty. However, we grant the buyer/orderer the right to have a consumable replaced within 4 weeks of installation. Consumables / wearing parts are subject to many external influences, such as temperature, humidity and how often they are used, therefore a warranty of 2 years is excluded.

8. rights of the buyer/customer in the event of delays in delivery

If we are in default with our services, the buyer/customer may withdraw from the contract, provided that he has previously set us a reasonable grace period for the services owed. Further claims for damages arising from default in the event of slight negligence are excluded.

9. place of performance and jurisdiction

If the buyer/customer is a merchant, a legal entity under public law or a special fund under public law, the place of performance and jurisdiction for both parties and all present and future claims arising from the business relationship shall be the registered office of the GRAEF Group in Berlin.

10 Applicable law

These General Terms and Conditions and the legal relationship between the GRAEF Group (and the buyer/customer) shall be governed by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).