1            Introduction / Order of Precedence

These terms & conditions govern and apply to all contracts, supplies of hard- and software, production and licensing of hard- and software, advisory & consulting activities and other services. The terms & conditions govern and apply always, unless they are amended with express and written agreement by VRtainment GmbH. Business and purchasing conditions of the client/buyer obligate VRtainment GmbH only if VRtainment GmbH explains expressly and in writing in agreement with them. The business and purchasing conditions of the client/buyer do not obligate VRtainment GmbH, even if VRtainment GmbH does not object expressly.

2            Offers, Prices and Conclusion of Contract

Unless authorized persons of VRtainment GmbH state otherwise expressly and written, the offers of VRtainment GmbH are always non-binding. 

All prices included in the offers of VRtainment GmbH understand themselves, unless agreed upon expressly and written by VRtainment GmbH, as net price plus valid legal value added tax (if applicable). Prices are, unless noted different, indicated in Euro (€). The prices, unless expressly stated different, are based on an un-free delivery FOB the office of VRtainment GmbH in Sugenheim (Ezelheim).  Installations and optimisation work, unless expressly agreed upon different by VRtainment GmbH are charged separately. Auxiliary taxes and other duties and dues, e.g. custom taxes are not contained within the prices.

If VRtainment GmbH needs to perform work, services, briefings and training courses at the client’s, buyer’s or any other third-party site outside the Sugenheim area, the client/buyer has to bear all travel and additional expenses. 

A business relationship and/or a conclusion of a contract come off only by the written confirmation of the order by VRtainment GmbH. All verbal arrangements and warranties, which go beyond the written contract, always require the written confirmation of VRtainment GmbH.

3            Delivery

Dates of delivery or times for delivery are obligatory only, if they were confirmed in writing by VRtainment GmbH. If a date of delivery confirmed by VRtainment GmbH is exceeded by the exclusive responsibility of VRtainment GmbH, the client/buyer is entitled to withdraw from the sales contract after an additional respite of 8 weeks. Further and continuing claims by the client/buyer are ruled out expressly. The additional respite period mentioned for the failure to deliver is only applicable for the sales of products, not however with production, consulting and integration services. For these services the sales contracts will need to provide separated conditions, which have to be agreed upon by both parties. The clients/buyers right to return the product in case of late or insufficient delivery does not apply with delays caused by force majeure or other unforeseeable events as well as with third parties failure to deliver products to VRtainment GmbH. 

The client/buyer can claim a compensation for additional and consequential damages caused by the late delivery of VRtainment GmbH only if the client/buyer can proof VRtainment GmbH intent or rough negligence. In fulfilling the sales contract and/or the contract for services VRtainment GmbH is entitled to part deliveries. The client’s/buyer’s right to resign applies only to the not fulfilled part deliveries. 

Changes of specifications for the purpose of technical progress are possible at any time without requiring notification of the client/buyer. As far as it has to be considered as reasonable, VRtainment GmbH reserves the right to change the construction, design, shape or colour of products within the period of delivery.

If the client/buyer is in delay with fulfilling its obligations, the period for delivery extends automatically by the period concerned.

4            Terms of Payment

All payments are, unless not expressly agreed otherwise, due in full amount within 30 days after the invoice has been rendered. If the client/buyer is exceeding this term, the currently applicable legal interests automatically apply for the time computed by the day of maturity, without this requiring a reminder from VRtainment GmbH. VRtainment GmbH furthermore reserves the right to also claim compensation for consequential damages being caused by the client’s/buyer’s late or non-payment.

5            Retention of Title

The products fully remain property of VRtainment GmbH until VRtainment GmbH received the full amount due. If the products, due to late or non-payment have to be returned to VRtainment GmbH, the client/buyer bears all cost and auxiliary costs as well as the costs of consequential damages caused by late or non-payment.

6            General Limitations of Warranty and Liability

If objections of the client/buyer are entitled it is to the choice of VRtainment GmbH whether to handle the claim by rework, replacement or reimbursement of purchase price. The client/buyer commits itself to grant VRtainment GmbH the time and opportunity necessary for the defect/deficiency removal/repair after the discretion of VRtainment GmbH. In turn VRtainment GmbH commits itself to perform the necessary rework as soon as possible, whereby the client/buyer grants VRtainment GmbH an appropriate period for treatment. With software and hardware, which VRtainment GmbH receives from third-parties, VRtainment GmbH refers to the guarantee and license conditions of the respective manufacturers and providers. Unless not otherwise contractually regulated, the client/buyer cannot claim replacement devices for the period necessary to repair defects.

In order for an objection to be entitled, it is mandatory that the product was operated, handled and maintained according to the product specifications, even if the pertinent documentation is not drawn up in the client’s/buyer’s native language. 

If the client or any non-authorized third-party performs inappropriate and/or non-authorized changes or repairs on the products, all warranties become void. 

If warranty claims are unjustified, VRtainment GmbH automatically is entitled to charge the expenditures of VRtainment GmbH according to the currently valid tariffs of VRtainment GmbH.

At the time of the warranty claim the client/buyer proofs the warranty claim by presentation of the delivery note. If VRtainment GmbH has received products from third-party providers, the client/buyer is responsible that the warranty claim is made valid in time and according to the conditions of the third-party provider (warranty note). If the client/buyer fails, all warranty claims for the product concerned are void. 

Excluded from guarantee and/or warranty are damages, which are to due to natural wear, to inappropriate use and to a lack of care or wrong care and maintenance. This regulation applies in particular to expendable items of projectors (e.g. lamp) of any design.

The client/buyer recognizes and agrees on that in each software and in each integrated system errors can be contained. In the process of developing software and in the process of integrating complete and complex systems VRtainment GmbH is committed to using highest care. However, nevertheless VRtainment GmbH cannot rule out that the software provided by VRtainment GmbH as well as the integrated systems provided by VRtainment GmbH contain errors. If errors are announced to VRtainment GmbH by the client/buyer, VRtainment GmbH shall repair these as fast as possible (see above). 

If the client/buyer cannot proof VRtainment GmbH intent or rough negligence, VRtainment GmbH in no event shall be responsible for any incidental, indirect, consequential or punitive damages, including but not limited to, loss of data or lost profits as a result of use of, or inability to use the product provided by VRtainment GmbH even if VRtainment GmbH has been made aware of the possibility of such damages. In no case shall the liability of VRtainment GmbH exceed the price the client/buyer paid for the product. Part deliveries that are operating free of defects are excluded from any claim.

Consulting activities and services in field of soft- and hardware and with integrated systems are considered as recommendations, not decisions. Therefore, consulting activities and services rule out any claim for any sort of current and consequential damages. 

Any further and continuing claim of the client/buyer is ruled out. This in particular applies for ruling out any claim for compensation of consequential damages, which did not develop at the delivered article/product.

7            Reclamation of Deficiency/ Defect

Entitled objections arising from incomplete or incorrect supply/delivery must be raised by the client/buyer in writing within twenty (20) working days after the receipt of the product and/or the final processing of the service. Since the products usually are complex technical products, VRtainment GmbH takes for granted that the client/buyer has the necessary knowledge and skills to handle the products properly. Incompatibilities to similar articles already used by the client/buyer do not provide a legal ground for entitled objections.

8            Place of Delivery and Area of Jurisdiction

Place of delivery and exclusive area of jurisdiction for supplies and payments as well as for all disputes between the parties is D-91484 Sugenheim, Ezelheim 42, Germany.

9            Further Regulations/ Governing law/ Arbitration

Clauses that are not mentioned within herein are regulated by the civil law book of the Federal Republic of Germany in the current valid version. This applies also to contradicting Terms & Conditions of contracting parties, if not expressly agreed upon different (refer to section 1.). If parts of these GTC should be explained invalid by jurisdiction or legislation, then that does not concern the GTC as total, but only the respective sentence/statement. In this case a rule of the German law has to be applied, which comes next to the invalidly explained rule. Other aspects and regulations within the statement concerned independently of this matter have further validity. The laws of the Federal Republic of Germany have to be applied exclusively.

10          Dispute Resolution

In the event of any controversy or dispute between the client/buyer and VRtainment GmbH both parties will use their best efforts to resolve the dispute as soon as possible. A dispute resolution process will be evoked by the written notice of one to the other party. The written notice shall include a description of the disputes subject and a proposed resolution procedure. After receipt of the written notice by the other party both parties shall undertake all reasonable actions and efforts to resolve the dispute. If, however, the parties fail to resolve the dispute within ten (10) working days, the parties will define a mutually agreed-upon mediator and will submit the dispute issue to the mediator. If the mediator’s attempt to resolve the dispute fails after an additional twenty (20) working days, either party shall have the option to submit the dispute to the arbitration, which is binding for this contract.

11          General Regulations

With the conclusion of a contract and/or business relationship, with opening and using a product, with the installation of a software with the start-up of a product the client/buyer recognizes and agrees to the GTCs of VRtainment GmbH and the respective software and license conditions.