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// Dear Messrs Verlaat and Cassens,

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// General Terms and Conditions of Business

§ 1 General

  1. The terms and conditions of business apply to all current and future business relationships with entrepreneurs as defined in § 14 BGB (German Federal Law Book) also referred to as 'the Customer' in the following.
  2. In the absence of a written agreement to the contrary, any deviating, contradictory or augmenting general terms and conditions of business will not form part of the contract; this shall apply even when the contracting parties are aware of any such general terms and conditions of business.

§ 2 Offer, Conclusion of Contract

  1. Our service offerings are subject to confirmation and may be changed at any time. We reserve the right to make technical changes as well as alterations to shape, colour and/or weight within the bounds of reason.
  2. By placing an order for goods and/or by issuing a purchase order an order the Customer is issuing an express and binding statement to the effect that the Customer wishes to acquire the goods ordered and/or to have the purchase order fulfilled as stated.
  3. We have a right to accept the contract implicit in any order and/or purchase order within two weeks of receiving it. Our acceptance may be communicated to the customer either in writing or through the delivery of the goods to the Customer or through the actual fulfilment of the contract: the Customer waives the declaration of acceptance in accordance with § 151 BGB.
  4. Should the Customer order the goods electronically we shall confirm receipt of the order without delay. The order receipt confirmation does not imply our acceptance of the order. The order receipt confirmation can be combined the declaration of acceptance.
  5. The contract is concluded on the proviso that we are supplied by our suppliers with the correct goods and in a timely manner. This applies only in cases in which we are not responsible for the non delivery, in particular when concluding a congruent covering contract with our supplier. The Customer will be informed of the non availability of the goods and/or services without delay. Any payments already made will be reimbursed without delay.
  6. If the Customer orders the goods electronically the contract text will be stored by us and will be sent to the customer upon request by appropriate means along with these GTCs.
  7. If a consultancy contract has been concluded for a non specified period it can be terminated by either party by giving notice of 3 months to the month end.
  8. The right of extraordinary termination for important reasons remains unaffected.
    An important reason exists in particular when:
    a. the Customer is seriously in breach of the Customer's contractual obligations,
    b. the Customer is insolvent
    c. bankruptcy proceedings have been initiated against the Customer
    d. an application has been made for the opening of insolvency proceedings in relation to the Customer's assets.
  9. In every case the termination must be notified in writing.

§ 3 Compensation

  1. The agreed compensation is binding for four months as of contract conclusion. In the case of entrepreneurs the agreed compensation is to be understood as the net cost in addition to the currently applicable value added tax. In the case of entrepreneurs we have the right to apply a price modification whenever costs are increased in particular through exchange rate fluctuations.
  2. In the case of entrepreneurs goods will be sent for a cost at their expense including the cost of packaging.
  3. Unless otherwise agreed in writing the compensation will be made exclusively upon the basis of an invoice.
  4. Non cash payments are made only to fulfil the contract stipulations and are only considered as payments when an irrevocable credit note has been issued. Costs arising from collection and cashing fall to the Customer.
  5. The Customer agrees to pay the purchase within 10 days of receiving the goods and/or services. After this deadline has elapsed without payment the Customer shall be in default without the need to issue a warning.
  6. The entrepreneur must pay interest at a rate of 8 percent points above the base interest rate per annum whilst the debt remains unpaid. We reserve the right to submit a claim for higher compensation for damages resulting from late payments.
  7. To the full extent allowable by law the Customer has no right to refuse or withhold payment.
  8. The Customer only has a right to compensation only if the Customer's counter claim is legally verified or is recognised by us.
  9. The Customer shall reimburse third party travel costs and commission costs upon presentation of receipts as long as the Customer commissioned the goods and/or services which necessitated these.

§ 4 Service Provision

  1. Declarations and actions of the responsible contact person identified within the contract are binding for the contracting parties.
  2. The Supplier has the right to employ subcontractors or colleagues of the Supplier's choice to fulfil the contract. These people brought in to fulfil the contract are exclusively subject to the Supplier's right to issue instructions.
  3. The Supplier shall deliver the goods and/or services during the Customer's normal business hours and as far as is required and reasonable, also outside of these business hours. The Supplier's services shall be provided during the Supplier's normal business hours.
  4. The Supplier shall be employed at the Customer's business premises. The Customer shall ensure access to all spaces involved in the provision of the services and shall supply the Supplier with lockable areas at no cost, to safeguard against unauthorised entry, especially for the storage of files, documentation and data carriers.
  5. The Supplier reserves the right to supply partial deliveries and to issue partial invoices, other than when this is in conflict with the Customer's justifiable interests.

§ 5 Customer Obligations

  1. The Customer must provide the Supplier with all necessary and reasonable support at the Customer's own cost during both the preparation and implementation of the service.
  2. The Customer must provide the Supplier with appropriate environmental conditions and must ensure the proper usability of all devices and programmes included within and/or subject to the contract. Prior to the start of any works on the Customer's devices and programmes, the Customer shall independently back up all data to external data carriers, and to that extent the Supplier is not liable for any losses or damages to data or programmes.
  3. The Customer shall supply all necessary facilities for the provision of the service (including telephone connections and transmission lines etc.) at the Customer's own cost.
  4. In the case of service contracts the Supplier must be informed about changes to the installation locations of the systems in question in good time and in writing. If the Customer is planning an alteration to or extension of any hard- or software covered by the service contract or to the make up of the same, the Customer must inform the Supplier without delay so that the Supplier can prepare for the changes in good time and if appropriate can offer and prepare an extended service. Should the Supplier declare a lack of agreement with the planned measures or if the Customer fails to inform the Supplier then the Supplier's service obligations shall no longer apply in respect of the hard- and/or software affected by the changes. This does not affect the service charge to be paid by the Customer.
  5. The Customer must own and/or procure the license rights for any software to be installed in the case of a release change.
  6. The Customer expressly recognises a given manufacturer's license right and copyright in third party software supplied by the Supplier.
  7. The Customer must ensure the timely collaboration of the businesses commissioned by or associated with the Customer. In particular this applies to all necessary service provision prerequisites and information and/or data as well as to the essential support personnel. The Supplier therefore is not responsible in particular in the case of service delivery disruption due to a lack of collaboration.

§ 6 Transfer of Risk

  1. The risk of the accidental destruction or deterioration of the goods is transferred to the Customer upon handover or in the case of a mail order upon handover of the goods to the forwarding agent, the freight driver or whomsoever else, person or institution, is commissioned with the delivery of the goods (the Delivery Agent). The same applies if the buyer is late in taking receipt.
  2. The entrepreneur must inspect the goods for any obvious signs of transit damage and lodge a complaint with the Delivery Agent without delay, attention is drawn to the provisions set out in § 377 HGB (German Commercial Code).

§ 7 Reservation of Property Rights

  1. In the case of contracts with entrepreneurs we reserve our property rights in the goods until full and final settlement of all demands arising from an ongoing business relationship.
  2. The Customer is obliged to handle the goods with due care. To the extent that service and inspection works are required the Customer must bear the costs for these and must have them carried out at regular intervals if they are not the subject of a separate service contract with the Supplier.
  3. The Customer is obliged to allow the Supplier access to the goods, for example in case of a repossession, as well as to report any damage to or the destruction of the goods without delay. The Customer must report any change of ownership of the goods and also any changes to the Customer's own place of residence or place of business without delay.
  4. In case of a breach of contract on the part of the Customer we have the right, especially in the case of late payment or failure to meet an obligation listed under parts 3 and 4 of these terms and conditions to withdraw the contract and to demand the return of the goods.
  5. The Customer is permitted to sell the goods on during the proper course of business. The Customer transfers all demands up to the invoice value, which accrue to the Customer as a result of a resale to a third party to us in advance. We accept the transfer. Following the transfer the entrepreneur is authorised to enforce the claim. We reserve the right to enforce the claim ourselves as soon as the entrepreneur fails to properly meet his/her payment obligations and falls into arrears.
  6. The processing and/or modification of the goods by the Customer is always done in our name and on our behalf. Should the goods be processed and/or modified with objects not owned by us we shall acquire shared property rights in the new object in the ratio of the value of the goods delivered by us to the other processed and/or modified objects. The same applies if the goods are mixed with other objects not belonging to us.

§ 8 Warranty

  1. At our discretion we shall fulfil our warranty obligations either through repair or replacement delivery.
  2. Should the supplementary performance fail, the Customer can as a matter of principle and at the Customer's own discretion demand a reduction in compensation (price reduction) or a termination of the contract (termination). In the case of minor breach of contract in particular in the case of minor defects the Customer does not have the right to terminate the contract.
  3. Obvious faults must be reported to us in writing within two weeks of taking receipt of the goods; if not then the right to claim under the warranty is forfeit. The timely dispatch is sufficient to meet the deadline.
  4. Should the Customer opt to terminate the contract following a failed supplementary performance due to a defect of title or a material defect then the Customer shall have no further right to claim for damages in relation to the defect.
  5. Should the Customer opt to claim for damages following a failed supplementary performance, the goods remain with the Customer, if this can reasonably be expected of the Customer. The compensation for damages is limited to the difference between the purchase price and the residual value of the damaged object. This does not apply if we have fraudulently caused the breach of contract.
  6. The warranty period is one year as of delivery of the goods. In the case of used objects there is no warranty whatsoever. The latter does not apply if the the Customer has reported the fault to us in a timely manner (part 3 of these terms and conditions).
  7. As a matter of principle the only agreed specification of the goods is the manufacturer's product description. Public statements, laudatory comments or advertisements on the part of the manufacturer on the other hand do not represent contractually relevant specifications of the goods.
  8. If the Customer receives a defective assembly guide then we are only obliged to deliver a non defective assembly guide and this only if the defect in the assembly guide hinders the proper assembly.
  9. We do not provide the Customer with guarantees in the legal sense of the word. This does not affect manufacturer guarantees.

§ 9 Limitation of Liability

  1. Our liability for breaches of contract resulting from slight negligence is limited to those contractually typical, direct damages characteristic of and predictable for the type of goods in question. The same applies to slight negligences of obligations on the part of our legal agents or fulfilment assistants.
  2. We are not liable to entrepreneurs for breaches of insubstantial contractual obligations due to slight negligence.
  3. The foregoing liability limitations do not affect the Customer's rights to make claims based on product liability. Furthermore the limitation of liabilities does not apply in the case personal injury and damage to health for which we are responsible or in the case of a loss of the Customer's life.
  4. The Customer's right to make claims for damages are subject to a statute of limitations one year as of delivery of the goods. That does not apply in cases of fraud.

§ 10 Licensing Right, Copyright

  1. The Customer is obliged to respect the manufacturer's and supplier's license right and copyright.
  2. The Customer has the right to use the programmes, drawings, process descriptions and other documentation supplied to the Customer for the purposes of completing the contract for the purposes set out in the contract. All copyright and any rights of use beyond this remain with the Supplier. The Customer is not permitted to use, copy or dispose of any of these materials to third parties beyond the necessary contractual use.
  3. Should a copyright accrue to the Supplier during the fulfilment of the service, the Customer shall receive a simple, non transferable right of use within the framework of the Customer's business operations.

§ 11 Confidentiality, Data Protection

  1. Information (in particular documentation, data, passwords and code words) passing between the contracted parties within the framework of this contract is strictly confidential. The Supplier and the Customer are both obliged to keep all such information secret even beyond the duration of the contract. The Supplier is obliged to meet all legal obligations relating to data protection. The Supplier must also transfer this obligation to all persons employees in the fulfilment of the contract.
  2. Without express written permission it is not permitted to copy, transfer, remove, dispose of to third parties, or to inform third parties about any documentation and confidential information whether in part of as a whole in any manner whatsoever.
  3. Upon termination of a given contract both contracting parties are obliged to return and/or destroy all documentation containing confidential information whereby a written confirmation of the latter is mandatory.

§ 12 Other Provisions

  1. The Customer permits the Supplier to name the Customer as a reference whilst adhering strictly to all applicable confidentiality clauses.
  2. The Supplier has the right to have the contract fulfilled either in part or as a whole by a third party as long as the Customer does expressly oppose this and can provide important reasons for doing so.
  3. The transfer of rights and claims arising from the contract to third parties by either party requires the written agreement of the other contracting party, unless such a transfer is already stipulated within the contract. The Supplier's compensation claims are excepted from this.
  4. Changes to and augmentations of this contract require written agreement as does the agreement to forego written agreements.
  5. The place of jurisdiction for any and all legal processes arising from the contract is always the Supplier's place of business. The Supplier is also entitled to file a suit at the Customer's place of jurisdiction.
  6. Should any of the provisions of these terms of business prove to be invalid, whether at present or at some later date, this shall not effect the validity of the remaining provisions. In this case the contracting parties are obliged to interpret and conceive the provisions such that the economic objective of the the part found to be invalid can be achieved to the furthest extent possible. The entire business relationship and these terms and conditions of business are subject only to the laws of the Federal Republic of Germany.