1. Validity: By contracting with OLYMPUS SOFT IMAGING SOLUTIONS GmbH (hereinafter referred to as 'OSIS') the contracting party (hereinafter referred to as 'CUSTOMER') agrees to these General Delivery and Payment Terms. These General Delivery and Payment Terms shall also apply to all future business dealings, even if they are not expressly referred to. Should software be included in the delivery, OSIS' General License Terms shall also apply.
2. Offer, Order: All offers made by OSIS are subject to confirmation. Orders by the CUSTOMER shall be deemed accepted only after confirmation by OSIS.
3. Reservation of Rescission: Delays in performance due to force majeure (e.g. administrative acts or business disruptions), which are not attributable to OSIS, shall entitle OSIS and the CUSTOMER, without restricting the statutory remedies, to rescind the contract, optionally either as a whole or with respect to the portion not performed. OSIS may also exercise the foregoing right of rescission in case the CUSTOMER is illiquid or lacks or loses creditworthiness.
4. Delivery, Consignment, Passing of Risk: OSIS shall be entitled to make partial deliveries, unless acceptance of the partial delivery may not reasonably be expected from the CUSTOMER. In the event of founded difficulties in procurement, OSIS may, if this may reasonably be expected from the CUSTOMER, replace sole parts of its system components by parts which are equivalent as regards technics and value. Upon delivery to the CUSTOMER or to a carrier, the risk of loss shall pass to the CUSTOMER. The CUSTOMER shall bear the costs of a transport insurance, if any. Delivery times stated are not binding. Should the envisaged delivery time be more than four months after the order confirmation, OSIS shall, in the event of unforeseeable cost increases which cannot be attributed to OSIS and are beyond OSIS' control, be entitled to claim a reasonably increased price.
5. Retention of Title: Goods delivered by OSIS (physical objects) shall remain the sole property of OSIS until all trade receivables, including the balance in a current account, have been fully paid. With regard to a resale of reserved goods by the CUSTOMER, the receivables owing from third parties due to such resale are hereby assigned to OSIS as security. The resale of reserved goods and the collection of receivables created thereby are permitted only within the ordinary course of business and if the CUSTOMER is not in default of payment. Any processing of reserved goods by the CUSTOMER shall be deemed to occur free of charge and on behalf of OSIS. With regard to such processing or the mingling or combination of reserved good with other goods, the CUSTOMER hereby transfers to OSIS co-ownership of the processed, mingled or combined goods at such ratio as corresponds to the value of the reserved goods in proportion to the other goods, unless OSIS has already acquired ownership or co-ownership by virtue of statutory provisions. The careful safekeeping of OSIS' ownership shall be at the expense of the CUSTOMER. The CUSTOMER shall not pledge or transfer reserved goods by way of security without the prior written consent of OSIS. Any distraint of reserved goods by third parties shall be notified to OSIS immediately, failure of which shall render the CUSTOMER liable in damages.
6. Warranty claims: OSIS does not make any warranty whatsoever as regards the quality of the goods delivered. The CUSTOMER shall inspect goods upon delivery without undue delay. Rights based on statutory warranty shall be exercised in detailed written form and without undue delay. The foregoing shall not apply to hidden defects. Such defects shall be notified after detection without undue delay. All rights of the CUSTOMER based on statutory warranty shall be time-barred after one year from the delivery of the Goods has elapsed. OSIS shall be entitled to mend first in case rights based on statutory warranty are exercised. OSIS shall attempt to remedy the defect within an adequate time period. Should two attempts to mend fail, the CUSTOMER shall be entitled either to reduce the purchase price or to return the goods delivered and obtain a refund of the purchase price. The CUSTOMER shall forfeit the statutory warranty rights in case of improper interference by the CUSTOMER or third parties with the goods delivered. The foregoing shall also apply if the CUSTOMER does not permit mending by OSIS. OSIS does not accept any liability for damages caused through connection of ancillary devices or through enlargements of or changes to the system or through external influences. All other rights based on statutory warranty shall be excluded.
7. Liability: OSIS shall be liable in accordance with statutory law for wilful and grossly negligent conduct of its legal representatives and vicarious agents as well as pursuant to the German Product Liability Act. If obligations are breached due to slight negligence, OSIS shall be liable only if the obligation breached is of particular importance for the attainment of the contract purpose (cardinal obligation). In those cases OSIS' liability shall be restricted to such amount which corresponds to the contract value and to such foreseeable damage which must typically be expected. Any additional liability for slight negligence shall be excluded.
8. CE-Conformity: Interferences by the CUSTOMER with the goods delivered may entail forfeiture of CE-Conformity.
9. Assignment: Rights and claims against OSIS shall be assignable by the CUSTOMER with the written consent of OSIS only.
10. Payment, Default: Invoices issued by OSIS shall be payable without deduction within 30 days from the invoice date. Other payment terms require a written agreement. OSIS shall be entitled to apply a payment first to costs and interest and then to the older debt. Deviating instructions by the CUSTOMER shall have no effect. OSIS shall be entitled to default interest at a rate of 8% above the base rate of the European Central Bank. Should the CUSTOMER be in default of payment or should OSIS learn of other circumstances which put the creditworthiness of the CUSTOMER in question, OSIS shall be entitled to claim immediate payment of all outstanding receivables. In such circumstances OSIS may withhold further performance unless prepayment is made or security is provided.
11. Jurisdiction, Applicable Law: The courts of Münster, Germany, shall have exclusive jurisdiction for any disputes arising out of a contract governed by these General Delivery and Payment Terms, unless mandatory law provides otherwise. These General Delivery and Payment Terms shall be governed by and shall be construed in accordance with German law excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
General License Terms
By purchasing the Software (hereinafter referred to as the 'SOFTWARE') as specified in the contract offer, by breaking the packaging seal, by installing or otherwise using the SOFTWARE, you (hereinafter referred to as the 'CUSTOMER') agree to be bound by these General License Terms. If you do not agree to these General License Terms, please return the data medium, manuals already delivered to you in unopened packaging and with unbroken seals as well as all other parts of the acquired product without undue delay. Software already stored on your computer and files downloaded from the data medium must be deleted without undue delay. Refund of the purchase price shall be made swiftly.
§ 1 Subject matter of the License (1) These General License Terms relate exclusively to the data medium delivered to the CUSTOMER and the SOFTWARE on it, the manuals and the Software protection, to the extent that they have been developed and manufactured by OLYMPUS SOFT IMAGING SOLUTIONS GmbH (hereinafter referred to as 'OSIS'). The terms below do not refer to Hardware that may be sold together with the SOFTWARE. (2) OSIS provides the SOFTWARE stored on a data medium to the CUSTOMER for permanent use.
§ 2 Right of Use (1) OSIS grants to CUSTOMER the simple non-exclusive individual right to use the SOFTWARE based on the following terms and conditions. (2) In case OSIS has granted to CUSTOMER a MAIN LICENSE, the CUSTOMER may use the SOFTWARE on a single computer and on a single workstation only. The CUSTOMER may copy the SOFTWARE, stored on a data medium or through a local network, from one computer to another, provided that the SOFTWARE shall, at no point in time, be used or useable on several computers and provided that the provisions of § 3 are adhered to. (3) In case OSIS has granted a SECONDARY LICENSE (MAIN LICENSE on more inexpensive conditions) the provisions of § 2 (2) shall apply by way of analogy. (4) In case OSIS has granted a DESKTOP LICENSE, the CUSTOMER may process pictures taken under the MAIN LICENSE on another workstation (DESKTOP LICENSE). The following restrictions and provisions shall apply: (4.1) If OSIS grants a DESKTOP LICENSE, the SOFTWARE does not support a picture card. (4.2) A DESKTOP LICENSE may only be used by the user or users of the MAIN LICENSE within the same department. (5) The CUSTOMER may make a backup copy of the SOFTWARE. (6) The CUSTOMER may copy the SOFTWARE, if it is necessary for the use permitted by this § 2. Permitted copying shall include, in particular, the installation of the SOFTWARE on the used hardware and its loading into random access memory. In case the CUSTOMER has, on the basis of a written agreement with OSIS, the right to embed parts of the SOFTWARE specified in the agreement in programs created by CUSTOMER and to deliver the SOFTWARE in such form to third parties, delivery of the SOFTWARE shall only be made in compiled form as a component of the CUSTOMER's program and on the terms and conditions set out in the agreement. OSIS' copyright notice shall be included in visible form in the CUSTOMER-program. The CUSTOMER shall indemnify OSIS against all claims and costs which result from the use and/or distribution of CUSTOMER-programs so created. (7) The rights of use granted by these General License Terms do neither extend to the source code, nor any program description other than the user documentation.
§ 3 Copyright (1) With the purchase of the SOFTWARE the CUSTOMER acquires ownership only in the physical data mediums, the user manuals and the software protection. The CUSTOMER acknowledges that the SOFTWARE is covered by the protection of §§ 69a et seq of the German Copyright Law and that OSIS and its suppliers, respectively, remain the holders of any and all industrial property rights in the SOFTWARE, the user documentation and the imaging analysis systems. (2) OSIS reserves any and all rights and claims deriving from the copyright, in particular the right of publishing, copying and processing the SOFTWARE and the user documentation, if and to the extent that nothing to the contrary is expressly agreed in these General License Terms. Taking into account the statutory restrictions of §§ 69c et seq German Copyright Law the CUSTOMER shall not without OSIS' prior written consent
modify, translate, de-compile or de-assemble the SOFTWARE
copy any of the written material relating to the SOFTWARE
rent or lease the SOFTWARE to a third party
modify the software protection delivered with the SOFTWARE (3) Any transfer to third parties of the rights of use granted by OSIS to the CUSTOMER is only permitted if the CUSTOMER withholds no copies and the respective third party submits to these General License Terms. (4) The CUSTOMER is not entitled to grant sublicenses.
§ 4 Defective Goods (1) OSIS does not warrant that the SOFTWARE is free from defects and informs that, as the technology currently stands, it is not possible to create the SOFTWARE so as to ensure its functioning free from defects in all environments. In this respect it is only warranted that the SOFTWARE functions within the meaning of the program description and in connection with the hardware specified therein. (2) The CUSTOMER shall inspect the SOFTWARE including the data mediums and the user documentation to the extent feasible within the ordinary course of business and without undue delay after delivery by OSIS; in case of any defect, the CUSTOMER shall give notice to OSIS without undue delay. The foregoing applies particularly prior to any resale of the SOFTWARE to third parties, whether directly or pursuant to § 2 (6) after embedding the SOFTWARE into other programs. If the CUSTOMER fails to notify a defect, the SOFTWARE shall be deemed approved, unless the defect was hidden. A hidden defect shall be notified after discovery without undue delay, upon failure of which the SOFTWARE shall be deemed approved also with regard to that defect. The timely dispatch of the notice shall suffice to preserve the CUSTOMER's rights. (3) If a defect appears after the CUSTOMER interfered with the SOFTWARE without OSIS' prior written consent, the defect shall be deemed not to exist. A defect shall also be deemed not to exist if the SOFTWARE is used on hardware or on an operating system that does not meet the requirements laid down in the contract offer or in OSIS' product descriptions. (4) In case of a defect OSIS shall be entitled to mend twice. Should the defect not be remedied within an adequate time period, the CUSTOMER shall be entitled to either reduce the purchase price or to return the delivered SOFTWARE against refund of the purchase price. (5) The time limit for statutory warranty claims shall be one year from delivery of the SOFTWARE to the CUSTOMER. (6) There shall be no further rights based on warranty.
§ 5 Liability (1) The CUSTOMER's claims for damage shall be governed by this § 5. (2) OSIS shall liable in accordance with statutory law for wilful and grossly negligent conduct of its legal representatives and vicarious agents as well as pursuant to the German Product Liability Act. (3) If obligations are breached due to slight negligence, OSIS shall be liable only if the obligation breached is of particular importance for the attainment of the contract purpose (cardinal obligation). In those cases OSIS' liability shall be restricted to such amount which corresponds to the contract value and to such foreseeable damage which must typically be expected. Any additional liability for slight negligence shall be excluded.
§ 6 Breach of Contract (1) In case the CUSTOMER, his legal representatives or vicarious agents infringe the provisions of § 2 hereof or if they modify the software protection, particularly the Dongles, OSIS shall be entitled, without prejudice to damages claims, to rescind the contract. (2) In case of rescission under § 6 (1) the CUSTOMER shall be obliged to return to OSIS the SOFTWARE, including the original data mediums and all copies and modified versions of the SOFTWARE as well as the written material and the software protection. The CUSTOMER shall confirm in writing that no copies of the SOFTWARE and the documentation delivered are being withheld. (3) In case of breach of contract OSIS reserves all rights including the right to claim damages.
§ 7 Final Provisions (1) For any and all disputes between the parties arising out of or in connection with a contract governed by these General License Terms, the courts of Münster, Germany, shall have exclusive jurisdiction. (2) These General License Terms shall be governed by and construed in accordance with the laws of Germany excluding the United Nations Convention on Contracts for the International Sale of Goods.
Copyright
This web site is copyrighted 1994-2008. All rights reserved. No part of this website may be reproduced, transfered, distributed, or stored in any form or by any means without prior written permission from the , except in accordance with the following allowance. Olympus Soft Imaging Solutions allows the storage of data from this site and/or the printing of copies of these pages for personal use only. Making copies of any part of this website for any purpose other than your own personal use is a violation of copyright laws. For reproduction or distribution of the contents in whole or in part, including so-called framings and similar measures, contact .
The contents of this website are provided “as is”. Except as required by applicable law no warranty of any kind, either express or implied, is made in relation to the accuracy, reliability or content of the pages. While every precaution has been taken in its preparation, Olympus Soft Imaging Solutions assumes no responsibility for errors or omissions and further reserves the right to revise the pages or withdraw access to them at any time without prior notice.
No liability is assumed for damages resulting from the use of the information contained herein. It is further stated that Olympus Soft Imaging Solutions is not responsible for any damage or loss to your data or your equipment that results directly or indirectly from browsing this website or downloading files. Olympus Soft Imaging Solutions assumes no responsibility for material created or published by third parties that can be accessed from a link on this web site. All information or data, its use and the logging onto the website as well as all actions, sufferance or refraints to do with the website are subject to German law.
By submitting material to any of our servers, for example by e-mail, ftp or via World Wide Web pages, you agree to the following terms. You make the material available knowing that we may publish it. You warrant that the material is fit for publication. You agree to indemnify us if any third party takes action against us in relation to the material you submit. You agree not to take action against us in relation to material that you submit. By submitting material you warrant that you believe Olympus Soft Imaging Solutions may publish the material and/or incorporate it or any concepts described in it in our products without liability.
Trademark Acknowledgments
analySIS® and Soft Imaging System are registered trademarks of Olympus Soft Imaging Solutions. The Olympus Soft Imaging Solutions logo and the product names .slide, 3D, a4i, act, ADDA II, ALTRA20, analySIS® auto, analySIS® Cast Iron Solver, analySIS® Cell Imaging, analySIS® Cell Imaging Analyzer, analySIS® docu, analySIS® eis, analySIS® FDA, analySIS® FIVE, analySIS® intraScope, analySIS® labFlow, analySIS® Materials Research Lab, analySIS® pro, analySIS® Opti, analySIS® Opti Basic, analySIS® Starter, analySIS® Steel Factory, analySIS® Steel Solver, ASAC, automation/stage control, AX70 remote control, BioCam, bx, Cantega2k, castIron, CC-12, chartNav, ColorCube-12, ColorView I, II, III and IIIu, conCrete, efi, F-View II, fft, fip, fis, grabBit PCI, intercept, isp, iTEM, KeenView, lineWidth, ltm, MegaView I, II and III, mFip, mht, mia, Morada, report, ride, Scandium, sim, siViewer, Soft Imaging Viewer, SpeedView, spm, stereo, telePresence, trackIt!, webRacer and wellNavigator are the property or trademarks of Olympus Soft Imaging Solutions. All terms mentioned in this website that are known to be trademarks or services marks have been appropriately capitalized. Olympus Soft Imaging Solutions cannot attest to the accuracy of this information. Use of a term on this site should not be regarded as affecting the validity of any trademark or service mark.
Top
, except in accordance with the following allowance. Olympus Soft Imaging Solutions allows the storage of data from this site and/or the printing of copies of these pages for personal use only. Making copies of any part of this website for any purpose other than your own personal use is a violation of copyright laws. For reproduction or distribution of the contents in whole or in part, including so-called framings and similar measures, contact 
. 
Print Page