GENERAL TERMS AND CONDITIONS FOR SERVICES

LANTECH Informationstechnik GmbH

These General Terms and Conditions shall apply to: LANTECH INFORMATIONSTECHNIK GMBH, which shall be referred to hereinafter as “LANTECH”.

Contact details:

LANTECH INFORMATIONSTECHNIK GMBH

Philipp-Kachel-Str. 42a
63911 Klingenberg am Main
Germany

Phone: +49 9372 – 94 51 -0
E-Mail: info(at)lantech.de

  1. Object of these Terms and Conditions, scope of application

    1.1 These General Terms and Conditions, hereinafter “T&Cs” shall apply to all contracts entered into between LANTECH and its private-/business customer, as well as for all other agreements that are made within the scope of these T&Cs, unless the parties have made any alternative agreements in writing. Contracts provided for by these T&Cs between LANTECH and its customers can also include delivery of hardware and software. LANTECH shall not recognise any conflicting T&Cs of the customer. In the event that the customer does not wish to accept these T&Cs, it must notify LANTECH in writing in advance.

    1.2 These T&Cs shall not apply to future contracts, in the event that LANTECH has made amended terms and conditions available prior to the signing of the contract; in this case, the amended Terms and Conditions shall apply. In all other cases, all supplementary agreements and modifications to the contract must be made in writing in order to be valid. With the release by LANTECH of these Terms and Conditions, all previous terms and conditions used by LANTECH for contracts shall hereby be invalid. For contracts that are effective before this time, however, the previous terms and conditions that were applicable at the time the contract was signed shall remain valid.

  2. Contract conclusion (Offer and order acknowledgement)

    2.1 If the order of the customer has been preceded by our offer, the contract is concluded upon our acknowledgement of the order being placed. If the order deviates from our offer, the contract is concluded only upon our acknowledgement of the order. Our offers shall in any case be non-binding and subject to due delivery by our suppliers.

    2.2 If the customer submits an offer to us, the contract is only deemed consummated upon delivery of our order acknowledgement or invoice or upon delivery of the goods to the customer. Our order acknowledgement resp. invoice is decisive for the scope and the content of the contract.

    2.3 For credit checks, LANTECH will, in justifiable cases, exchange address and credit data with credit service companies.

    2.4 The information contained in prospectuses and catalogues such as illustrations, drawings, weights and dimensions are non-binding unless we have expressly referred to them as binding. The features specified above shall particularly not be regarded as guarantee of quality and durability of any type.

    2.5 Small discrepancies from the product details are considered as approved, provided that they are not unreasonable for the contractual partner.

  3. Customer’s obligation to cooperate

    3.1 The customer shall provide LANTECH with the required level of support while the service is being rendered.

    3.2 The responsibility shall rest on the customer for any adequate and professional preparations required for the provision of services by LANTECH, e.g. making information and documentation available, providing any licences/software required for the service, the electricity supply of the hardware required, or access to the hardware. In the event of any disruption thereto, the customer undertakes to rectify this at its own cost, prior to the start of services.

    3.3 Ordered or delivered goods can be subject to (re-)export restrictions, in particular in the USA or the UK. In this regard, the provided export restrictions are to be observed by the respective manufacturers toward the Customer. The Customer must also oblige his purchasers to pay attention to the aforementioned regulations. The Customer will provide LANTECH with all information and declarations that LANTECH requires for the fulfilment of its obligations in accordance with the national or international import, respectively export provisions.

  4. Right to documentation and physical results of the Services

    4.1 Tender documentation (product descriptions, sample documents, etc.) shall remain the property of LANTECH and must not be duplicated nor passed on to any third parties without LANTECH’s consent. The copyright for these documents is held exclusively by LANTECH. The documentation may only be passed on with LANTECH’s consent.

    4.2 Unless otherwise stated in the respective contract, LANTECH shall grant the customer the non-exclusive, permanent, irrevocable and non-transferable right to use the physical results of performance insofar as such results form the purpose and scope of application of the contract. These rights shall extend to the agreed intermediate results and accessories. Any deviation from the above provisions for use shall require contractual agreement.

  5. Change of Services

    5.1 The customer may, after the contract has been entered into, change the scope of the contract, within the limits of LANTECH’s capabilities, unless it is unreasonable or unfeasible for LANTECH. The revision procedure shall be documented.

    5.2 LANTECH shall review the change request and inform the customer of whether this amendment is unreasonable or unfeasible within ten days. If the amendment request is both reasonable and feasible, LANTECH shall notify the customer at the same time of whether or not a comprehensive review is required.

    5.3 In the event that a comprehensive review of the change request is required, LANTECH shall at the same time submit a corresponding review offer with information regarding the cost.
    The customer shall, within 10 days, either accept or reject the comprehensive review of the change request. If a comprehensive review of the change request is not required, LANTECH shall either submit a realisation offer with details regarding the performance period, planned dates, and effects on the remuneration or agree the implementation of the requested changes. The customer shall agree to or decline LANTECH realisation offer within 10 days of receipt. Changes of service agreed upon must be documented through an appropriate adjustment to the agreement, and shall be binding.

    5.4 Customers and LANTECH may agree that the services affected by the change request shall be suspended until the necessary amendment of the contractual agreement has been made. Such an agreement must be made in writing.

  6. Liability for Material Defects

    6.1 As a general principle, the properties and operating conditions for the contract hardware and software are described in the performance specifications of the respective manufacturer or their technical releases and specifications. LANTECH itself does not assume any warranty within the meaning of the law, unless others expressly agreed. These are exclusively defined by the provisions and licensing regulations of their respective manufacturers.

    6.2 For private customers the legally prescribed guarantee period of 2 years is valid, beginning with the passing of risk.
    The warranty period for the merchants after delivery of new products is 1 year, for second-hand products, it is 6 month and commences with the passing of risk.

    6.3 After receipt of the ordered goods or after service provision, the Customer is required to inspect the ordered products or other performances of LANTECH immediately, at the latest, however, within two weeks after receipt of the goods or after acceptance of the service. This is to be done so as to ensure completeness and the absence of any defects. If prompt notification of a defect is omitted (deadline of two weeks), the goods, respectively the performance, shall be considered to have been properly and fully delivered, unless the defect is one that was not recognisable upon inspection. Following the expiry of the time limit, the assertion of the rights of warranty for recognisable defects shall be excluded. The Customer shall bear the full onus of proof for all eligibility requirements, in particular for the defect itself, regarding the time of establishing the defect and the timely notification as regards the filing of a complaint pertaining to said defects. At least the valid liability of verification and reproval for merchants related to §§ 377 HGB are not challenged.

    6.4 In the event of a significant defect, LANTECH is afforded the choice of rectification or replacement. Parts that are exchanged so as to satisfy the supplementary performance shall become the property of LANTECH without compensation. If LANTECH should fail to rectify the reprimanded defects within a reasonable grace period that has been provided in writing, or if LANTECH should fail to remedy the defects despite two repair attempts, the Customer is entitled either to withdraw from the respective individual purchase contract for a device or to demand a reasonable reduction, or the payment of damages. The liability regulations of subsection 13 shall apply. However, in the event of a minor contravention of contract, in particular in the event of defects that are only considered minor, the Customer is not entitled to the right of withdrawal. Warranty rights expire in one year after receipt of the goods, unless a case of fraud exists or in the event of explicit assumption of warranty by LANTECH.

    6.5 Should the Customer fail to comply with operating or maintenance instructions; if amendments are made to the products, parts are exchanged, consumable materials are used that do not comply with the original specifications; if additional devices have been installed that have not been authorised by LANTECH, or if repairs have been made by persons who have not been authorised by LANTECH, so any warranty shall become null and void, unless the Customer is successful at proving that the reprimanded defects are not attributable to the aforementioned.

    6.6 LANTECH may refuse supplementary performance until the Customer has paid the agreed remuneration minus an amount equivalent to the supplementary performance that is yet to be performed (but no more than three times the costs necessary to rectify the defect, determined by LANTECH).

    6.7 The customer shall work with LANTECH in the limitation and removal of defects. The customer shall provide LANTECH with verifiable documentation regarding the type and occurrence of faults or other documents highlighting the faults. In the event that the customer does not fulfil this obligation, LANTECH shall be entitled to refuse supplementary
    performance.

    6.8 LANTECH must be informed in writing abaut any faults which occur during the guarantee period by the customer.
    Before performance of the warranty, the complained object must be made available to use for examination of the defect, at our option in your company or by sending it to us. Seller’s warranties lapse if the contractual partner refuses to allow inspection of the defect and such refusal shall release LANTECH from its seller’s warranties.

    6.9 In the event that the customer makes a claim to LANTECH because of a fault and it becomes apparent that there is either no fault or that the fault results from circumstances that do not justify an assertion of fault, the customer shall compensate LANTECH for the resulting financial damages.

    6.10 In the event that the customer has made a defect claim, this shall have no influence on any further contracts between LANTECH and the customer.

    6.11 The limitation period for defect claims shall be one year. For claims relating to defects of hardware or software, the limitation period shall begin on delivery of the hardware or software to the customer. For claims for defects in services, the warranty period shall begin with the acceptance of the service. Commercial inspection and requirements shall remain unaffected.

    6.12 Only the Customer, as the immediate contractual partner of LANTECH, is entitled to warranty rights and these rights are not assignable.

    6.13 The sale of used products ensues to the exclusion of any materials defect liability, whatsoever.

  7. Manufacturer’s Warranty

    7.1 Should the manufacturer of the goods forming the subject of this contractual agreement, provide a warranty – generally speaking a dependent warranty, then LANTECH will pass this warranty on to the Customer. The Customer shall be responsible for passing on to the manufacturer the thus required warranty cards or other comparable registration records in accordance with the respective manufacturer specifications. The scope of the warranty provided by the manufacturer, should one have been provided, is found in the performance description, where appropriate, in conjunction with the warranty card of the manufacturer.

    7.2 In order to preserve the entitlement to warranty claims, the Customer shall take up contact with the manufacturer directly in the event of the occurrence of defects falling within the warranty. So as not to risk the entitlement to such claims, the Customer shall pay attention to the warranty terms of the manufacturer, in particular with regard to the intactness of the goods, reporting method and the like. As for the remainder, sub-section 6 shall apply.

  8. Retention of Title and Assignment in Advance

    8.1 We shall retain the title to the delivered item until all of our claims against the purchaser arising from the commercial relationship, including claims arising in the future from contracts concluded at the same time or subsequently, have been settled. In the event of behaviour in breach of the contract by the purchaser, especially default on payment, we shall be entitled to take back the item for purchase. In this case, the purchaser shall be obliged to assign any claims for surrender against third parties to us. Our taking back of the
    item for purchase shall not constitute a rescission of the contract, unless we had expressly declared this in writing. If the goods are still on the purchaser’s premises, the purchaser shall allow us irrevocably to enter the rooms where our property is held so that we can take it back. In addition, the purchaser shall allow us irrevocably to enter those rooms where our property is stored at any time for inspection purposes. Our seizure of the item for purchase shall always constitute a rescission of the contract. We shall be authorised to realise
    the item for purchase after we have taken it back, and the realisation proceeds must be set off against the liabilities of the purchaser – less reasonable realisation costs.

    8.2 The purchaser is obliged to handle the item for purchase with care; in particular, he is obliged to insure it adequately against fire, water and theft damage at his own expense for its value as new. If maintenance and inspection work is required, the purchaser must carry this out in good time at his own expense. The purchaser shall hold the (co-) property for us free of charge.

    8.3 Pursuant to the preceding prerequisites, the Goods shall remain the property of LANTECH. The Customer shall be entitled to sell or process the reserved property within the scope of the proper course of business as long as the Customer is not in default. Pledging or collateral assignments are inadmissible. Already at the time of conclusion of the contract between LANTECH and the Customer, the Customer, as security, assigns to LANTECH, to the full extent, claims resulting from resale or another legal argument concerning the reserved product (e.g. insurance, prohibited action) with respect to all balance claims arising in the current account. The Customer is entitled and obliged to collect the assigned debts. In the event of payment default on the part of the Customer, LANTECH can recall the direct debit authorisation at any time and give the Customer’s purchasers notification of the assignment and shall be entitled to repossess the goods or, where necessary, demand the assignment of the customer’s claim for return against third parties.

    8.4 Processing and conversion of the goods subject to reservation shall occur for us, without obligating us. With the processing, combination, commingling of the goods subject to reservation with other goods by the customer, we shall be entitled to co-ownership in the new goods in the relationship of the invoice value of the goods subject to the reservation compared to the invoice value of the other used goods. Should our ownership be dissolved by combination, commingling or processing, then the customer transfers to us already now the ownership or expectancy rights to which he is entitled in the new product or the goods to the extent of the invoice value of the goods subject to the reservation, in the case of the processing in the relationship of the invoice value to the invoice value of the other used goods and shall store the goods subject to reservation at no cost to us.

    8.5 In the event of access of third parties to the reserved property, in particular pledges, the Customer shall notify them that this is the property of LANTECH and notify LANTECH without delay so that it can assert its property rights. As far as the third party is not in a position to refund LANTECH the judicial or extrajudicial expenses of our prosecution that are incurred in this context, the Customer shall be liable for these expenses.

    8.6 In the event of behavior on the part of the Customer that is contrary to agreement – in particular with regard to payment default – LANTECH is entitled to take back the reserved property or, if necessary, demand the Customer’s surrender claims against third parties. The withdrawal as well as pledging of the goods subject to retention by LANTECH does not mean withdrawal from the contract.

    8.7 The Customer is obliged to provide the necessary information for the collection of the claims and to hand out the documents required for this. Costs arising from this which can not be collected by the respective third parties are charged to the customer’s account.

  9. Delivery and Performance Conditions

    9.1 A delivery date will be determined in accordance with the anticipated performance capability of LANTECH and is subject to the timely self-delivery and unforeseen circumstances and hindrances, regardless of whether these occur at LANTECH or with the manufacturer, in particular force majeure, governmental measures, refusal to be granted official permissions, strikes of any kind, sabotage, war, terror, shortage of raw materials, non-culpable delay in material deliveries. In the case of such events, the delivery date shall be extended
    accordingly, and this shall also apply even if these events occur when delivery is already overdue. In that case, any extension granted by the customer shall also be extended for the duration of the unforeseen event. LANTECH reserves the right to withdraw from the contract if, as a result of the aforementioned events, the delivery or performance is delayed by more than six weeks and this does not fall within the responsibility of LANTECH. In this event, LANTECH will inform the Customer without delay and any already realised counterperformances will be reimbursed.

    9.2 Should LANTECH experience a delivery delay of more than four weeks, the Customer can withdraw from the contractual agreement, subject to the condition that it has first offered a written, adequate extension.

    9.3 More far-reaching claims shall be excluded, as far as legally admissible.

    9.4 If delivery or execution is delayed, due to circumstances that are in the responsibility of the Customer, LANTECH can demand reimbursement of the damages arising from this, including additional expenditures.

    9.5 LANTECH is entitled to reasonable partial deliveries and partial services.

    9.6 As a fundamental principle, LANTECH provides services within the normal business hours on Monday – Thursday between 08:30 and 17:00 and Friday between 08:30 and 16:00, not, however, during national holidays, unless this has been expressly agreed. Additional consultation services and other services outside of these hours will be provided with separate remuneration, due to separate commissioning.

    9.7 The customer is responsible for all shipping and insurance charges. LANTECH may choose the dispatch route and the type of dispatch at LANTECH´s own discretion. The customer is required inspect the product and packaging immediately upon delivery and inform LANTECH in writing about any recognizable damages to the product and packing which may result from shipping. The same is true for hidden damages. If the customer does not file a damage claim with LANTECH and if LANTECH in consequence is unable to transfer the claim to it’s
    the insurance or the sub-supplier, the customer is liable for the full costs which result from that breach of responsibility. The risk is transferred to the customer as soon as the product leaves the factory or the storage of LANTECH.

    9.8 The packaging of the goods always takes place by the manufacturer. The purchaser bears the costs for packaging and disposal.

  10. Prices, Terms and conditions of payment and Offset

    10.1 Our prices are ex works or warehouse and do not include packaging, freight, postage, indexation and transport insurance unless agreed otherwise. The value added tax has to be paid on top. In the case of any agreed delivery abroad, the customer bears the cost of customs clearance. Discount, rebates and bonuses are only granted if specifically agreed in writing.

    10.2 In the event that in the time between contract conclusion and delivery there is an increase in costs which is not attributable to us, including but not limited to the costs for wages (e.g. as a result of collective bargaining), primary material, energy, freight or public charges, the agreed price can be reasonably increased in conformity with the influence of these cost aspects but without a mark-up unless the customer sells the goods to a consumer.

    10.3 Our prices are calculated on the basis of the agreed order quantities. If no binding order quantities have been agreed, our calculation is based on the agreed target quantities. If the target quantity is not reached, we are entitled to reasonably increase the price per unit.et prices for the delivery of goods are quoted inclusive of normal packaging, plus shipping costs, to the extent that this is not expressly stated otherwise.

    10.4 Payment has to be made in euros by remittance to the bank designated by us, without deduction and without charge of costs and expenses. If, due to a special written arrangement, payment is made in another currency, the decisive exchange rate is the EURO reference rate of the European Central Bank valid at the time of maturity.

    10.5 If service performances are agreed to outside of the offer for hardware products such as, for instance, assembly, system integration or service performances to hard- and software, like hardware maintenance or software support, these will be separately calculated in accordance with the current service conditions of LANTECH at the time of service provision, unless expressly stipulated otherwise. To the extent that nothing to the contrary has been agreed, the costs for arrival as well as expenses will be charged in accordance with the
    actually incurred costs, upon presentation of evidence. Apart from that, the respective conditions shall apply for further service offers.

    10.6 All payment shall be made immediately upon receipt of invoice, without deductions. Further contract provisions shall be made on an individual basis. Payment with a bill of exchange shall require prior written agreement from LANTECH. Discount charges and other exchange costs shall be borne by the customer.

    10.7 LANTECH shall be entitled to issue partial invoices, in accordance with the stage of completion. Further regulations can be found in the relevant single agreement between LANTECH and the contractual partner.

    10.8 In the event that the customer falls fully or partially into arrears on its payment or purchase commitments, all agreed discounts shall be withdrawn, without substitution. In the event that the customer defaults on any payments, either in full or in part, all amounts outstanding at this point shall fall due for payment immediately. In commercial business relationships we first charge nterest from the due date in the amount of 5 percentage points p.a. and from the time of the occurrence of default in the amount of 8 percentage points p.a. above the base interest rate valid at the time. Also in the case of delay of payment, LANTECH is entitled to withhold further deliveries and services.

    10.9 The customer shall only be entitled to offset amounts against the invoice in the event that its counterclaims have been established as legally binding, are undisputed or have been recognised by LANTECH. It shall be only entitled to exercise a right of retention if its counterclaim is based on the same contractual relationship.

    10.10 The assignment of claims receivable of the Customer against LANTECH to third parties is only permissible with the approval of LANTECH.

  11. Performance date, Delay

    11.1 The performance date shall only be considered as agreed in the event that it has been agreed in writing between LANTECH and the customer. The performance date shall begin with this agreement, or, if the customer is obliged to pay a deposit, with the payment of the deposit into a LANTECH business account. Delivery dates and deadlines shall be newly agreed in the event that changes to the contract are made at a later date or because compliance is not possible as a result of force majeure or unforeseen events such as riots, disruptions to operations, strikes, lockouts or delayed delivery from the manufacturer.

    11.2 Adherence to time limits and dates by LANTECH presupposes that the customer adheres to its contractual obligations and other contractually agreed cooperation promptly and in full. In the event that the customer does not comply with its obligations and LANTECH’s adherence to terms and dates is directly or indirectly affected by such a commitment of the customer, the time limits and deadlines shall be extended upon the request of LANTECH at least by the length of time of the delay plus a reasonable restart period. In such cases, the fact must be taken into account that LANTECH shall always use its staff and other resources to maximum capacity.

  12. Acceptance of work

    12.1 In the event that LANTECH carries out services that have a specific aim (hereinafter:”Works”), the following regulations shall apply in addition to the legal provisions.

    12.2 Works shall require acceptance by the customer, which shall be issued in the presence of both parties.

    12.3 LANTECH shall notify the customer in writing of readiness for acceptance of work. The contracting parties shall begin the acceptance testing without delay, within five days from the notification of readiness for acceptance, unless otherwise agreed in the contract by the contractual partners.

    12.4 With regard to acceptance testing, LANTECH shall produce a written report, the accuracy of which shall be confirmed immediately through signature by a commissioned customer staff member responsible for acceptance. In the event that the customer has not returned a signed detailed description of why the report is not accurate within 5 business days, the assessment found in the report shall be considered as approved and accepted. The report shall contain descriptions of any confirmed faults, classified by type of fault as noted in clause 12.5, and include any reason(s) for rejection. Should the report identify faults as class 1 errors, and therefore subsequently prevent customer acceptance, a renewed acceptance review will commence as soon as LANTECH has rectified the error and the service in question has once again been made available for acceptance. Minor discrepancies, classified as error class 2 and 3 through clause 12.5, do not substantiate acceptance refusal by the customer. The responsibility of error rectification by LANTECH, as agreed upon by these terms of business, remain unaffected.

    12.5 Error classes
    Class 1
    The intended use, of a part of the system or a part of the contractual object, is not possible or unreasonably restricted. The problem has serious impact on the conductability of business and / or safety. These are primarily failures that hinder further processing.
    Function-based examples: system outage without recovery, loss of data / data destruction, incorrect results through processing of time-critical extensive data volumes.
    Measures: After written defect notification, to LANTECH or a subcontractor of LANTECH, has been received processing will be initiated directly by qualified technical staff. Short term ensurance towards a functioning environment via workaround and, if possible, repairs resulting in a correction of the cause of error. For example: hardware component replacement, reconfiguration of software, resolving software defects with patches.
    Class 2
    The intended use, of a part of the system or a part of the contractual object, is functionally impaired. The problem has impact on the conduct of business and / or safety without exclusion of further processing.
    Function-based examples: faulty or inconsistent processing, noticeable undercutting of the agreed performance data due to a part of the system or a part of the contractual object, accumulation of short-term faults within operations.
    Measures: After written notification, to LANTECH or a subcontractor of LANTECH, has been received processing will be initiated directly by qualified technical staff. Mid term ensurance towards a functioning environment via workaround and, if possible, repairs resulting in a correction of the cause of error. For example: hardware component replacement, reconfiguration of software, resolving software defects with patches.
    Class 3
    The appropriate use, of a part of the system or a part of the contractual object is given without limitation. The failure has no, or only minor effects, on the conduct of business and / or safety. These „flaws“ or failures can be avoided by the customer or customer employees.
    Function-based examples: unwelcome gaps or additional output displayed on screen, documentation error or editorial faults.
    Measures: LANTECH or a subcontractor of LANTECH provides correction towards cause of error within a suitable period of time without priority.

    12.6 The customer is not entitled to use a part of the system or a part of the contractual object productively without written confirmation of acceptance testing. Should the customer use a part of the system or a part of the contractual object productively without written confirmation then this qualifies as having been accepted by the customer.

  13. Liability

    13.1 Claims for damages on the part of the Ordering Party for whatever legal reason are excluded. This does not apply where liability is mandatory in line with product liability legislation or in cases involving wilfull intent, gross negligence, non-provision of guaranteed properties or infringements of major contractual obligations, in particular death, physical injury or damage to health.

    13.2 Damages for the infringement of major contractual obligations are restricted to foreseeable damage / loss that is typical of such a contract unless a case as defined by Section 13.1., Clause 2, occurs.

    13.3 The above liability restrictions also apply to vicarious agents deployed by LANTECH.

    13.4 The above stipulations do not involve any change in the burden of proof to the disadvantage of the Ordering Party.

    13.5 In the event and for the duration of a case of force majeure, LANTECH will not be liable for provision of services. Considered acts of force majeure are, in particular, strike, war, natural catastrophes, lockout, delays or failure to deliver on the part of suppliers, to the extent that these are caused by an act of force majeure, official or judicial orders, assaults and attacks from the Internet as well as by users of the application itself (e. g. viruses, worms, “Denial of Service-Attacks”, Trojan horses) that LANTECH also could not have averted with the due diligence, in accordance with the circumstances of the case.

    13.6 The Customer is responsible for a regular backup of its data. In the event of a loss of data due to the fault of LANTECH, LANTECH will thus be exclusively liable for the costs for the duplication of the data of the safety copies to be created by the Customer and also for restoration of correctly backed-up, lost data.

    13.7 The Customer bears the burden of proof that LANTECH is responsible for the loss of data. For software installations, test systems are to be provided by the Customer; if the Customer would desire an installation on a live / productive system, LANTECH will not be liable for failures, to the extent that these were not wilfully or grossly negligently caused by LANTECH.

  14. Goods Returned

    Unless otherwise agreed or instructed, goods have to be returned at customer’s expense to LANTECH and are only accepted after our examination. Unless otherwise agreed, we accept return of goods only in case a return slip is included. The customer must obtain the return slip upon request in writing or by contacting us. Customer bears the risk of the return shipment of the goods, including any loss due to accident. We will charge a handling fee in case of goods returned for which the customer is responsible, especially, but not exclusively, if the customer refuses to accept delivery of the items.

  15. Arbitration, Steering committees

    The parties may agree, in the event of differences of opinion arising under or in connection with fulfilment of the contract, which they are unable to resolve themselves, to form a steering committee or bring the matter before an arbitration board, in order to resolve the dispute fully or partially in accordance with the arbitration proceedings. In order to make arbitration possible, both contracting parties shall reciprocally waive the statute of limitations for all claims relating to the contentious circumstances, beginning from the request for arbitration and for the duration of one month from the end of the arbitration proceedings. This waiver shall have the effect of suspending the period of limitation.

  16. Confidentiality

    LANTECH and the customer undertake, unless stipulated otherwise in the contract, to reciprocally keep all business and operational secrets and not pass them on to any third parties nor use the information in any way. Documentation, calculations and other information that the contracting partner holds as a result of the business relationship may only be used within the scope of the purpose of the contract.

  17. Software

    17.1 Any software included in our delivery that has been produced by a third party is subject to the provisions of the respective licensing agreement.

    17.2 Payment of any agreed license fee entitles the customer to a non exclusive and non transferable usage right only, and only in accordance with the current licensor usage rights as agreed upon by the customer.

    17.3 LANTECH guarantees only for there own software for a period of six (6) month after receipt of the software that it will essentially work in accordance with the accompanying documentation. This warranty does not apply, if the malfunction / failure of the software is due to an accident, abuse, improper use or a virus. The customer shall be aware that, according to the state of the art, errors in programs cannot be excluded.

    17.4 In the case of a justified lodging of a complaint, LANTECH reserves the right to carry out a total of three subsequent improvements or in case oft he final failure of subsequent improvements to concede the Client the right to conversion or reduction in price. The customer shall only have a right of repudiation or reduction if a program error should prove to be relevant and major for the entire performance picture and the defect cannot be solved through other features of the software.
    Any further warranty shall be explicitly excluded, in particular that the software is suitable for the customer’s purposes, as well as for damages caused directly or indirectly (e. g. profit losses, plant interruptions), as well as for the loss of data or damages caused in connection with the recovery of lost data, unless intent or gross negligence can be proven to LANTECH or its employees, respectively.
    LANTECH shall reserve the right to have changes made to the programs – even after delivery – which will improve the program’s performance and will not impair the other software.

  18. Evidence clause

    Data that is stored by LANTECH in electronic registers or in any other electronic form shall be regarded as admissible evidence in the proof of contractual agreements, data transfers and completed payments between the parties.

  19. Final Provisions

    19.1 All contractual agreements between the parties shall be governed exclusively by the law of the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG-“Vienna Sales Law”) is excluded.

    19.2 The place of performance (“Erfüllungsort”) is our business domicile in Klingenberg am Main.

    19.3 The exclusive place of jurisdiction for all disputes relating to the present and future business relationship between the parties shall be the Amtsgericht Obernburg a. M. / Zweigstelle Miltenberg a. M..

    19.4 Any amendments or additions to these Terms and Conditions must be made in writing. If not made in writing, they shall not be valid. This shall also apply to amendments to this clause requiring the written form.

    19.5 Should individual provisions of these conditions be or become partly or wholly invalid, this shall not affect the validity of the remaining provisions and clauses. In such a case LANTECH and the customer shall replace the invalid provision by a valid provision that corresponds as closely as possible to the intended purpose. The same shall apply to the filling of gaps in the contract.

LANTECH INFORMATIONSTECHNIK GMBH • (c) Copyright 2016

LANTECH Aviation IT Services GmbH

These General Terms and Conditions shall apply to: LANTECH AVIATION IT SERVICES GMBH, which shall be referred to hereinafter as “LANTECH”.

Contact details:

LANTECH AVIATION IT SERVICES GMBH

Philipp‐Kachel‐Str. 42a
63911 Klingenberg am Main
Germany

Phone: +49 9372 ‐ 92090 10
E‐Mail: info(at)lantech‐aviation.de

  1. Object of these Terms and Conditions, scope of application

    1.1 These General Terms and Conditions, hereinafter “T&Cs” shall apply to all contracts entered into between LANTECH and its private-/business customer, as well as for all other agreements that are made within the scope of these T&Cs, unless the parties have made any alternative agreements in writing. Contracts provided for by these T&Cs between LANTECH and its customers can also include delivery of hardware and software. LANTECH shall not recognise any conflicting T&Cs of the customer. In the event that the customer does not wish to accept these T&Cs, it must notify LANTECH in writing in advance.

    1.2 These T&Cs shall not apply to future contracts, in the event that LANTECH has made amended terms and conditions available prior to the signing of the contract; in this case, the amended Terms and Conditions shall apply. In all other cases, all supplementary agreements and modifications to the contract must be made in writing in order to be valid. With the release by LANTECH of these Terms and Conditions, all previous terms and conditions used by LANTECH for contracts shall hereby be invalid. For contracts that are effective before this time, however, the previous terms and conditions that were applicable at the time the contract was signed shall remain valid.

  2. Contract conclusion (Offer and order acknowledgement)

    2.1 If the order of the customer has been preceded by our offer, the contract is concluded upon our acknowledgement of the order being placed. If the order deviates from our offer, the contract is concluded only upon our acknowledgement of the order. Our offers shall in any case be non-binding and subject to due delivery by our suppliers.

    2.2 If the customer submits an offer to us, the contract is only deemed consummated upon delivery of our order acknowledgement or invoice or upon delivery of the goods to the customer. Our order acknowledgement resp. invoice is decisive for the scope and the content of the contract.

    2.3 For credit checks, LANTECH will, in justifiable cases, exchange address and credit data with credit service companies.

    2.4 The information contained in prospectuses and catalogues such as illustrations, drawings, weights and dimensions are non-binding unless we have expressly referred to them as binding. The features specified above shall particularly not be regarded as guarantee of quality and durability of any type.

    2.5 Small discrepancies from the product details are considered as approved, provided that they are not unreasonable for the contractual partner.

  3. Customer’s obligation to cooperate

    3.1 The customer shall provide LANTECH with the required level of support while the service is being rendered.

    3.2 The responsibility shall rest on the customer for any adequate and professional preparations required for the provision of services by LANTECH, e.g. making information and documentation available, providing any licences/software required for the service, the electricity supply of the hardware required, or access to the hardware. In the event of any disruption thereto, the customer undertakes to rectify this at its own cost, prior to the start of services.

    3.3 Ordered or delivered goods can be subject to (re-)export restrictions, in particular in the USA or the UK. In this regard, the provided export restrictions are to be observed by the respective manufacturers toward the Customer. The Customer must also oblige his purchasers to pay attention to the aforementioned regulations. The Customer will provide LANTECH with all information and declarations that LANTECH requires for the fulfilment of its obligations in accordance with the national or international import, respectively export provisions.

  4. Right to documentation and physical results of the Services

    4.1 Tender documentation (product descriptions, sample documents, etc.) shall remain the property of LANTECH and must not be duplicated nor passed on to any third parties without LANTECH’s consent. The copyright for these documents is held exclusively by LANTECH. The documentation may only be passed on with LANTECH’s consent.

    4.2 Unless otherwise stated in the respective contract, LANTECH shall grant the customer the non-exclusive, permanent, irrevocable and non-transferable right to use the physical results of performance insofar as such results form the purpose and scope of application of the contract. These rights shall extend to the agreed intermediate results and accessories. Any deviation from the above provisions for use shall require contractual agreement.

  5. Change of Services

    5.1 The customer may, after the contract has been entered into, change the scope of the contract, within the limits of LANTECH’s capabilities, unless it is unreasonable or unfeasible for LANTECH. The revision procedure shall be documented.

    5.2 LANTECH shall review the change request and inform the customer of whether this amendment is unreasonable or unfeasible within ten days. If the amendment request is both reasonable and feasible, LANTECH shall notify the customer at the same time of whether or not a comprehensive review is required.

    5.3 In the event that a comprehensive review of the change request is required, LANTECH shall at the same time submit a corresponding review offer with information regarding the cost.
    The customer shall, within 10 days, either accept or reject the comprehensive review of the change request. If a comprehensive review of the change request is not required, LANTECH shall either submit a realisation offer with details regarding the performance period, planned dates, and effects on the remuneration or agree the implementation of the requested changes. The customer shall agree to or decline LANTECH realisation offer within 10 days of receipt. Changes of service agreed upon must be documented through an appropriate adjustment to the agreement, and shall be binding.

    5.4 Customers and LANTECH may agree that the services affected by the change request shall be suspended until the necessary amendment of the contractual agreement has been made. Such an agreement must be made in writing.

  6. Liability for Material Defects

    6.1 As a general principle, the properties and operating conditions for the contract hardware and software are described in the performance specifications of the respective manufacturer or their technical releases and specifications. LANTECH itself does not assume any warranty within the meaning of the law, unless others expressly agreed. These are exclusively defined by the provisions and licensing regulations of their respective manufacturers.

    6.2 For private customers the legally prescribed guarantee period of 2 years is valid, beginning with the passing of risk.
    The warranty period for the merchants after delivery of new products is 1 year, for second-hand products, it is 6 month and commences with the passing of risk.

    6.3 After receipt of the ordered goods or after service provision, the Customer is required to inspect the ordered products or other performances of LANTECH immediately, at the latest, however, within two weeks after receipt of the goods or after acceptance of the service. This is to be done so as to ensure completeness and the absence of any defects. If prompt notification of a defect is omitted (deadline of two weeks), the goods, respectively the performance, shall be considered to have been properly and fully delivered, unless the defect is one that was not recognisable upon inspection. Following the expiry of the time limit, the assertion of the rights of warranty for recognisable defects shall be excluded. The Customer shall bear the full onus of proof for all eligibility requirements, in particular for the defect itself, regarding the time of establishing the defect and the timely notification as regards the filing of a complaint pertaining to said defects. At least the valid liability of verification and reproval for merchants related to §§ 377 HGB are not challenged.

    6.4 In the event of a significant defect, LANTECH is afforded the choice of rectification or replacement. Parts that are exchanged so as to satisfy the supplementary performance shall become the property of LANTECH without compensation. If LANTECH should fail to rectify the reprimanded defects within a reasonable grace period that has been provided in writing, or if LANTECH should fail to remedy the defects despite two repair attempts, the Customer is entitled either to withdraw from the respective individual purchase contract for a device or to demand a reasonable reduction, or the payment of damages. The liability regulations of subsection 13 shall apply. However, in the event of a minor contravention of contract, in particular in the event of defects that are only considered minor, the Customer is not entitled to the right of withdrawal. Warranty rights expire in one year after receipt of the goods, unless a case of fraud exists or in the event of explicit assumption of warranty by LANTECH.

    6.5 Should the Customer fail to comply with operating or maintenance instructions; if amendments are made to the products, parts are exchanged, consumable materials are used that do not comply with the original specifications; if additional devices have been installed that have not been authorised by LANTECH, or if repairs have been made by persons who have not been authorised by LANTECH, so any warranty shall become null and void, unless the Customer is successful at proving that the reprimanded defects are not attributable to the
    aforementioned.

    6.6 LANTECH may refuse supplementary performance until the Customer has paid the agreed remuneration minus an amount equivalent to the supplementary performance that is yet to be performed (but no more than three times the costs necessary to rectify the defect, determined by LANTECH).

    6.7 The customer shall work with LANTECH in the limitation and removal of defects. The customer shall provide LANTECH with verifiable documentation regarding the type and occurrence of faults or other documents highlighting the faults. In the event that the customer does not fulfil this obligation, LANTECH shall be entitled to refuse supplementary
    performance.

    6.8 LANTECH must be informed in writing abaut any faults which occur during the guarantee period by the customer.
    Before performance of the warranty, the complained object must be made available to use for examination of the defect, at our option in your company or by sending it to us. Seller’s warranties lapse if the contractual partner refuses to allow inspection of the defect and such refusal shall release LANTECH from its seller’s warranties.

    6.9 In the event that the customer makes a claim to LANTECH because of a fault and it becomes apparent that there is either no fault or that the fault results from circumstances that do not justify an assertion of fault, the customer shall compensate LANTECH for the resulting financial damages.

    6.10 In the event that the customer has made a defect claim, this shall have no influence on any further contracts between LANTECH and the customer.

    6.11 The limitation period for defect claims shall be one year. For claims relating to defects of hardware or software, the limitation period shall begin on delivery of the hardware or software to the customer. For claims for defects in services, the warranty period shall begin with the acceptance of the service. Commercial inspection and requirements shall remain unaffected.

    6.12 Only the Customer, as the immediate contractual partner of LANTECH, is entitled to warranty rights and these rights are not assignable.

    6.13 The sale of used products ensues to the exclusion of any materials defect liability, whatsoever.

  7. Manufacturer’s Warranty

    7.1 Should the manufacturer of the goods forming the subject of this contractual agreement, provide a warranty – generally speaking a dependent warranty, then LANTECH will pass this warranty on to the Customer. The Customer shall be responsible for passing on to the manufacturer the thus required warranty cards or other comparable registration records in accordance with the respective manufacturer specifications. The scope of the warranty provided by the manufacturer, should one have been provided, is found in the performance description, where appropriate, in conjunction with the warranty card of the manufacturer.

    7.2 In order to preserve the entitlement to warranty claims, the Customer shall take up contact with the manufacturer directly in the event of the occurrence of defects falling within the warranty. So as not to risk the entitlement to such claims, the Customer shall pay attention to the warranty terms of the manufacturer, in particular with regard to the intactness of the goods, reporting method and the like. As for the remainder, sub-section 6 shall apply.

  8. Retention of Title and Assignment in Advance

    8.1 We shall retain the title to the delivered item until all of our claims against the purchaser arising from the commercial relationship, including claims arising in the future from contracts concluded at the same time or subsequently, have been settled. In the event of behaviour in breach of the contract by the purchaser, especially default on payment, we shall be entitled to take back the item for purchase. In this case, the purchaser shall be obliged to assign any claims for surrender against third parties to us. Our taking back of the
    item for purchase shall not constitute a rescission of the contract, unless we had expressly declared this in writing. If the goods are still on the purchaser’s premises, the purchaser shall allow us irrevocably to enter the rooms where our property is held so that we can take it back. In addition, the purchaser shall allow us irrevocably to enter those rooms where our property is stored at any time for inspection purposes. Our seizure of the item for purchase shall always constitute a rescission of the contract. We shall be authorised to realise
    the item for purchase after we have taken it back, and the realisation proceeds must be set off against the liabilities of the purchaser – less reasonable realisation costs.

    8.2 The purchaser is obliged to handle the item for purchase with care; in particular, he is obliged to insure it adequately against fire, water and theft damage at his own expense for its value as new. If maintenance and inspection work is required, the purchaser must carry this out in good time at his own expense. The purchaser shall hold the (co-) property for us free of charge.

    8.3 Pursuant to the preceding prerequisites, the Goods shall remain the property of LANTECH. The Customer shall be entitled to sell or process the reserved property within the scope of the proper course of business as long as the Customer is not in default. Pledging or collateral assignments are inadmissible. Already at the time of conclusion of the contract between LANTECH and the Customer, the Customer, as security, assigns to LANTECH, to the full extent, claims resulting from resale or another legal argument concerning the reserved product (e.g. insurance, prohibited action) with respect to all balance claims arising in the current account. The Customer is entitled and obliged to collect the assigned debts. In the event of payment default on the part of the Customer, LANTECH can recall the direct debit authorisation at any time and give the Customer’s purchasers notification of the assignment and shall be entitled to repossess the goods or, where necessary, demand the assignment of the customer’s claim for return against third parties.

    8.4 Processing and conversion of the goods subject to reservation shall occur for us, without obligating us. With the processing, combination, commingling of the goods subject to reservation with other goods by the customer, we shall be entitled to co-ownership in the new goods in the relationship of the invoice value of the goods subject to the reservation compared to the invoice value of the other used goods. Should our ownership be dissolved by combination, commingling or processing, then the customer transfers to us already now the ownership or expectancy rights to which he is entitled in the new product or the goods to the extent of the invoice value of the goods subject to the reservation, in the case of the processing in the relationship of the invoice value to the invoice value of the other used goods and shall store the goods subject to reservation at no cost to us.

    8.5 In the event of access of third parties to the reserved property, in particular pledges, the Customer shall notify them that this is the property of LANTECH and notify LANTECH without delay so that it can assert its property rights. As far as the third party is not in a position to refund LANTECH the judicial or extrajudicial expenses of our prosecution that are incurred in this context, the Customer shall be liable for these expenses.

    8.6 In the event of behavior on the part of the Customer that is contrary to agreement – in particular with regard to payment default – LANTECH is entitled to take back the reserved property or, if necessary, demand the Customer’s surrender claims against third parties. The withdrawal as well as pledging of the goods subject to retention by LANTECH does not mean withdrawal from the contract.

    8.7 The Customer is obliged to provide the necessary information for the collection of the claims and to hand out the documents required for this. Costs arising from this which can not be collected by the respective third parties are charged to the customer’s account.

  9. Delivery and Performance Conditions

    9.1 A delivery date will be determined in accordance with the anticipated performance capability of LANTECH and is subject to the timely self-delivery and unforeseen circumstances and hindrances, regardless of whether these occur at LANTECH or with the manufacturer, in particular force majeure, governmental measures, refusal to be granted official permissions, strikes of any kind, sabotage, war, terror, shortage of raw materials, non-culpable delay in material deliveries. In the case of such events, the delivery date shall be extended
    accordingly, and this shall also apply even if these events occur when delivery is already overdue. In that case, any extension granted by the customer shall also be extended for the duration of the unforeseen event. LANTECH reserves the right to withdraw from the contract if, as a result of the aforementioned events, the delivery or performance is delayed by more than six weeks and this does not fall within the responsibility of LANTECH. In this event, LANTECH will inform the Customer without delay and any already realised counterperformances will be reimbursed.

    9.2 Should LANTECH experience a delivery delay of more than four weeks, the Customer can withdraw from the contractual agreement, subject to the condition that it has first offered a written, adequate extension.

    9.3 More far-reaching claims shall be excluded, as far as legally admissible.

    9.4 If delivery or execution is delayed, due to circumstances that are in the responsibility of the Customer, LANTECH can demand reimbursement of the damages arising from this, including additional expenditures.

    9.5 LANTECH is entitled to reasonable partial deliveries and partial services.

    9.6 As a fundamental principle, LANTECH provides services within the normal business hours on Monday – Thursday between 08:30 and 17:00 and Friday between 08:30 and 16:00, not, however, during national holidays, unless this has been expressly agreed. Additional consultation services and other services outside of these hours will be provided with separate remuneration, due to separate commissioning.

    9.7 The customer is responsible for all shipping and insurance charges. LANTECH may choose the dispatch route and the type of dispatch at LANTECH´s own discretion. The customer is required inspect the product and packaging immediately upon delivery and inform LANTECH in writing about any recognizable damages to the product and packing which may result from shipping. The same is true for hidden damages. If the customer does not file a damage claim with LANTECH and if LANTECH in consequence is unable to transfer the claim to it’s
    the insurance or the sub-supplier, the customer is liable for the full costs which result from that breach of responsibility. The risk is transferred to the customer as soon as the product leaves the factory or the storage of LANTECH.

    9.8 The packaging of the goods always takes place by the manufacturer. The purchaser bears the costs for packaging and disposal.

  10. Prices, Terms and conditions of payment and Offset

    10.1 Our prices are ex works or warehouse and do not include packaging, freight, postage, indexation and transport insurance unless agreed otherwise. The value added tax has to be paid on top. In the case of any agreed delivery abroad, the customer bears the cost of customs clearance. Discount, rebates and bonuses are only granted if specifically agreed in writing.

    10.2 In the event that in the time between contract conclusion and delivery there is an increase in costs which is not attributable to us, including but not limited to the costs for wages (e.g. as a result of collective bargaining), primary material, energy, freight or public charges, the agreed price can be reasonably increased in conformity with the influence of these cost aspects but without a mark-up unless the customer sells the goods to a consumer.

    10.3 Our prices are calculated on the basis of the agreed order quantities. If no binding order quantities have been agreed, our calculation is based on the agreed target quantities. If the target quantity is not reached, we are entitled to reasonably increase the price per unit.et prices for the delivery of goods are quoted inclusive of normal packaging, plus shipping costs, to the extent that this is not expressly stated otherwise.

    10.4 Payment has to be made in euros by remittance to the bank designated by us, without deduction and without charge of costs and expenses. If, due to a special written arrangement, payment is made in another currency, the decisive exchange rate is the EURO reference rate of the European Central Bank valid at the time of maturity.

    10.5 If service performances are agreed to outside of the offer for hardware products such as, for instance, assembly, system integration or service performances to hard- and software, like hardware maintenance or software support, these will be separately calculated in accordance with the current service conditions of LANTECH at the time of service provision, unless expressly stipulated otherwise. To the extent that nothing to the contrary has been agreed, the costs for arrival as well as expenses will be charged in accordance with the
    actually incurred costs, upon presentation of evidence. Apart from that, the respective conditions shall apply for further service offers.

    10.6 All payment shall be made immediately upon receipt of invoice, without deductions. Further contract provisions shall be made on an individual basis. Payment with a bill of exchange shall require prior written agreement from LANTECH. Discount charges and other exchange costs shall be borne by the customer.

    10.7 LANTECH shall be entitled to issue partial invoices, in accordance with the stage of completion. Further regulations can be found in the relevant single agreement between LANTECH and the contractual partner.

    10.8 In the event that the customer falls fully or partially into arrears on its payment or purchase commitments, all agreed discounts shall be withdrawn, without substitution. In the event that the customer defaults on any payments, either in full or in part, all amounts outstanding at this point shall fall due for payment immediately. In commercial business relationships we first charge nterest from the due date in the amount of 5 percentage points p.a. and from the time of the occurrence of default in the amount of 8 percentage points p.a. above the base interest rate valid at the time. Also in the case of delay of payment, LANTECH is entitled to withhold further deliveries and services.

    10.9 The customer shall only be entitled to offset amounts against the invoice in the event that its counterclaims have been established as legally binding, are undisputed or have been recognised by LANTECH. It shall be only entitled to exercise a right of retention if its counterclaim is based on the same contractual relationship.

    10.10 The assignment of claims receivable of the Customer against LANTECH to third parties is only permissible with the approval of LANTECH.

  11. Performance date, Delay

    11.1 The performance date shall only be considered as agreed in the event that it has been agreed in writing between LANTECH and the customer. The performance date shall begin with this agreement, or, if the customer is obliged to pay a deposit, with the payment of the deposit into a LANTECH business account. Delivery dates and deadlines shall be newly agreed in the event that changes to the contract are made at a later date or because compliance is not possible as a result of force majeure or unforeseen events such as riots, disruptions to operations, strikes, lockouts or delayed delivery from the manufacturer.

    11.2 Adherence to time limits and dates by LANTECH presupposes that the customer adheres to its contractual obligations and other contractually agreed cooperation promptly and in full. In the event that the customer does not comply with its obligations and LANTECH’s adherence to terms and dates is directly or indirectly affected by such a commitment of the customer, the time limits and deadlines shall be extended upon the request of LANTECH at least by the length of time of the delay plus a reasonable restart period. In such cases, the fact must be taken into account that LANTECH shall always use its staff and other resources to maximum capacity.

  12. Acceptance of work

    12.1 In the event that LANTECH carries out services that have a specific aim (hereinafter:”Works”), the following regulations shall apply in addition to the legal provisions.

    12.2 Works shall require acceptance by the customer, which shall be issued in the presence of both parties.

    12.3 LANTECH shall notify the customer in writing of readiness for acceptance of work. The contracting parties shall begin the acceptance testing without delay, within five days from the notification of readiness for acceptance, unless otherwise agreed in the contract by the contractual partners.

    12.4 With regard to acceptance testing, LANTECH shall produce a written report, the accuracy of which shall be confirmed immediately through signature by a commissioned customer staff member responsible for acceptance. In the event that the customer has not returned a signed detailed description of why the report is not accurate within 5 business days, the assessment found in the report shall be considered as approved and accepted. The report shall contain descriptions of any confirmed faults, classified by type of fault as noted in clause 12.5, and include any reason(s) for rejection. Should the report identify faults as class 1 errors, and therefore subsequently prevent customer acceptance, a renewed acceptance review will commence as soon as LANTECH has rectified the error and the service in question has once again been made available for acceptance. Minor discrepancies, classified as error class 2 and 3 through clause 12.5, do not substantiate acceptance refusal by the customer. The responsibility of error rectification by LANTECH, as agreed upon by these terms of business, remain unaffected.

    12.5 Error classes
    Class 1
    The intended use, of a part of the system or a part of the contractual object, is not possible or unreasonably restricted. The problem has serious impact on the conductability of business and / or safety. These are primarily failures that hinder further processing.
    Function-based examples: system outage without recovery, loss of data / data destruction, incorrect results through processing of time-critical extensive data volumes.
    Measures: After written defect notification, to LANTECH or a subcontractor of LANTECH, has been received processing will be initiated directly by qualified technical staff. Short term ensurance towards a functioning environment via workaround and, if possible, repairs resulting in a correction of the cause of error. For example: hardware component replacement, reconfiguration of software, resolving software defects with patches.
    Class 2
    The intended use, of a part of the system or a part of the contractual object, is functionally impaired. The problem has impact on the conduct of business and / or safety without exclusion of further processing.
    Function-based examples: faulty or inconsistent processing, noticeable undercutting of the agreed performance data due to a part of the system or a part of the contractual object, accumulation of short-term faults within operations.
    Measures: After written notification, to LANTECH or a subcontractor of LANTECH, has been received processing will be initiated directly by qualified technical staff. Mid term ensurance towards a functioning environment via workaround and, if possible, repairs resulting in a correction of the cause of error. For example: hardware component replacement, reconfiguration of software, resolving software defects with patches.
    Class 3
    The appropriate use, of a part of the system or a part of the contractual object is given without limitation. The failure has no, or only minor effects, on the conduct of business and / or safety. These „flaws“ or failures can be avoided by the customer or customer employees.
    Function-based examples: unwelcome gaps or additional output displayed on screen, documentation error or editorial faults.
    Measures: LANTECH or a subcontractor of LANTECH provides correction towards cause of error within a suitable period of time without priority.

    12.6 The customer is not entitled to use a part of the system or a part of the contractual object productively without written confirmation of acceptance testing. Should the customer use a part of the system or a part of the contractual object productively without written confirmation then this qualifies as having been accepted by the customer.

  13. Liability

    13.1 Claims for damages on the part of the Ordering Party for whatever legal reason are excluded. This does not apply where liability is mandatory in line with product liability legislation or in cases involving wilfull intent, gross negligence, non-provision of guaranteed properties or infringements of major contractual obligations, in particular death, physical injury or damage to health.

    13.2 Damages for the infringement of major contractual obligations are restricted to foreseeable damage / loss that is typical of such a contract unless a case as defined by Section 13.1., Clause 2, occurs.

    13.3 The above liability restrictions also apply to vicarious agents deployed by LANTECH.

    13.4 The above stipulations do not involve any change in the burden of proof to the disadvantage of the Ordering Party.

    13.5 In the event and for the duration of a case of force majeure, LANTECH will not be liable for provision of services. Considered acts of force majeure are, in particular, strike, war, natural catastrophes, lockout, delays or failure to deliver on the part of suppliers, to the extent that these are caused by an act of force majeure, official or judicial orders, assaults and attacks from the Internet as well as by users of the application itself (e. g. viruses, worms, “Denial of Service-Attacks”, Trojan horses) that LANTECH also could not have averted with the due diligence, in accordance with the circumstances of the case.

    13.6 The Customer is responsible for a regular backup of its data. In the event of a loss of data due to the fault of LANTECH, LANTECH will thus be exclusively liable for the costs for the duplication of the data of the safety copies to be created by the Customer and also for restoration of correctly backed-up, lost data.

    13.7 The Customer bears the burden of proof that LANTECH is responsible for the loss of data. For software installations, test systems are to be provided by the Customer; if the Customer would desire an installation on a live / productive system, LANTECH will not be liable for failures, to the extent that these were not wilfully or grossly negligently caused by LANTECH.

  14. Goods Returned

    Unless otherwise agreed or instructed, goods have to be returned at customer’s expense to LANTECH and are only accepted after our examination. Unless otherwise agreed, we accept return of goods only in case a return slip is included. The customer must obtain the return slip upon request in writing or by contacting us. Customer bears the risk of the return shipment of the goods, including any loss due to accident. We will charge a handling fee in case of goods returned for which the customer is responsible, especially, but not exclusively, if the customer refuses to accept delivery of the items.

  15. Arbitration, Steering committees

    The parties may agree, in the event of differences of opinion arising under or in connection with fulfilment of the contract, which they are unable to resolve themselves, to form a steering committee or bring the matter before an arbitration board, in order to resolve the dispute fully or partially in accordance with the arbitration proceedings. In order to make arbitration possible, both contracting parties shall reciprocally waive the statute of limitations for all claims relating to the contentious circumstances, beginning from the request for arbitration and for the duration of one month from the end of the arbitration proceedings. This waiver shall have the effect of suspending the period of limitation.

  16. Confidentiality

    LANTECH and the customer undertake, unless stipulated otherwise in the contract, to reciprocally keep all business and operational secrets and not pass them on to any third parties nor use the information in any way. Documentation, calculations and other information that the contracting partner holds as a result of the business relationship may only be used within the scope of the purpose of the contract.

  17. Software

    17.1 Any software included in our delivery that has been produced by a third party is subject to the provisions of the respective licensing agreement.

    17.2 Payment of any agreed license fee entitles the customer to a non exclusive and non transferable usage right only, and only in accordance with the current licensor usage rights as agreed upon by the customer.

    17.3 LANTECH guarantees only for there own software for a period of six (6) month after receipt of the software that it will essentially work in accordance with the accompanying documentation. This warranty does not apply, if the malfunction / failure of the software is due to an accident, abuse, improper use or a virus. The customer shall be aware that, according to the state of the art, errors in programs cannot be excluded.

    17.4 In the case of a justified lodging of a complaint, LANTECH reserves the right to carry out a total of three subsequent improvements or in case oft he final failure of subsequent improvements to concede the Client the right to conversion or reduction in price. The customer shall only have a right of repudiation or reduction if a program error should prove to be relevant and major for the entire performance picture and the defect cannot be solved through other features of the software.
    Any further warranty shall be explicitly excluded, in particular that the software is suitable for the customer’s purposes, as well as for damages caused directly or indirectly (e. g. profit losses, plant interruptions), as well as for the loss of data or damages caused in connection with the recovery of lost data, unless intent or gross negligence can be proven to LANTECH or its employees, respectively.
    LANTECH shall reserve the right to have changes made to the programs – even after delivery – which will improve the program’s performance and will not impair the other software.

  18. Evidence clause

    Data that is stored by LANTECH in electronic registers or in any other electronic form shall be regarded as admissible evidence in the proof of contractual agreements, data transfers and completed payments between the parties.

  19. Final Provisions

    19.1 All contractual agreements between the parties shall be governed exclusively by the law of the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG-“Vienna Sales Law”) is excluded.

    19.2 The place of performance (“Erfüllungsort”) is our business domicile in Klingenberg am Main.

    19.3 The exclusive place of jurisdiction for all disputes relating to the present and future business relationship between the parties shall be the Amtsgericht Obernburg a. M. / Zweigstelle Miltenberg a. M..

    19.4 Any amendments or additions to these Terms and Conditions must be made in writing. If not made in writing, they shall not be valid. This shall also apply to amendments to this clause requiring the written form.

    19.5 Should individual provisions of these conditions be or become partly or wholly invalid, this shall not affect the validity of the remaining provisions and clauses. In such a case LANTECH and the customer shall replace the invalid provision by a valid provision that corresponds as closely as possible to the intended purpose. The same shall apply to the filling of gaps in the contract.

LANTECH AVIATION IT SERVICES GMBH • (c) Copyright 2016

LANTECH Software Development GmbH

These General Terms and Conditions shall apply to: LANTECH SOFTWARE DEVELOPMENT GMBH, which shall be referred to hereinafter as “LANTECH”.

Contact details:

LANTECH SOFTWARE DEVELOPMENT GMBH

Philipp‐Kachel‐Str. 42a
63911 Klingenberg am Main
Germany

Phone: +49 9372 / 94 51 ‐ 0
E‐Mail: software(at)lantech.de

  1. Object of these Terms and Conditions, scope of application

    1.1 These General Terms and Conditions, hereinafter “T&Cs” shall apply to all contracts entered into between LANTECH and its private-/business customer, as well as for all other agreements that are made within the scope of these T&Cs, unless the parties have made any alternative agreements in writing. Contracts provided for by these T&Cs between LANTECH and its customers can also include delivery of hardware and software. LANTECH shall not recognise any conflicting T&Cs of the customer. In the event that the customer does not wish to accept these T&Cs, it must notify LANTECH in writing in advance.

    1.2 These T&Cs shall not apply to future contracts, in the event that LANTECH has made amended terms and conditions available prior to the signing of the contract; in this case, the amended Terms and Conditions shall apply. In all other cases, all supplementary agreements and modifications to the contract must be made in writing in order to be valid. With the release by LANTECH of these Terms and Conditions, all previous terms and conditions used by LANTECH for contracts shall hereby be invalid. For contracts that are effective before this time, however, the previous terms and conditions that were applicable at the time the contract was signed shall remain valid.

  2. Contract conclusion (Offer and order acknowledgement)

    2.1 If the order of the customer has been preceded by our offer, the contract is concluded upon our acknowledgement of the order being placed. If the order deviates from our offer, the contract is concluded only upon our acknowledgement of the order. Our offers shall in any case be non-binding and subject to due delivery by our suppliers.

    2.2 If the customer submits an offer to us, the contract is only deemed consummated upon delivery of our order acknowledgement or invoice or upon delivery of the goods to the customer. Our order acknowledgement resp. invoice is decisive for the scope and the content of the contract.

    2.3 For credit checks, LANTECH will, in justifiable cases, exchange address and credit data with credit service companies.

    2.4 The information contained in prospectuses and catalogues such as illustrations, drawings, weights and dimensions are non-binding unless we have expressly referred to them as binding. The features specified above shall particularly not be regarded as guarantee of quality and durability of any type.

    2.5 Small discrepancies from the product details are considered as approved, provided that they are not unreasonable for the contractual partner.

  3. Customer’s obligation to cooperate

    3.1 The customer shall provide LANTECH with the required level of support while the service is being rendered.

    3.2 The responsibility shall rest on the customer for any adequate and professional preparations required for the provision of services by LANTECH, e.g. making information and documentation available, providing any licences/software required for the service, the electricity supply of the hardware required, or access to the hardware. In the event of any disruption thereto, the customer undertakes to rectify this at its own cost, prior to the start of services.

    3.3 Ordered or delivered goods can be subject to (re-)export restrictions, in particular in the USA or the UK. In this regard, the provided export restrictions are to be observed by the respective manufacturers toward the Customer. The Customer must also oblige his purchasers to pay attention to the aforementioned regulations. The Customer will provide LANTECH with all information and declarations that LANTECH requires for the fulfilment of its obligations in accordance with the national or international import, respectively export provisions.

  4. Right to documentation and physical results of the Services

    4.1 Tender documentation (product descriptions, sample documents, etc.) shall remain the property of LANTECH and must not be duplicated nor passed on to any third parties without LANTECH’s consent. The copyright for these documents is held exclusively by LANTECH. The documentation may only be passed on with LANTECH’s consent.

    4.2 Unless otherwise stated in the respective contract, LANTECH shall grant the customer the non-exclusive, permanent, irrevocable and non-transferable right to use the physical results of performance insofar as such results form the purpose and scope of application of the contract. These rights shall extend to the agreed intermediate results and accessories. Any deviation from the above provisions for use shall require contractual agreement.

  5. Change of Services

    5.1 The customer may, after the contract has been entered into, change the scope of the contract, within the limits of LANTECH’s capabilities, unless it is unreasonable or unfeasible for LANTECH. The revision procedure shall be documented.

    5.2 LANTECH shall review the change request and inform the customer of whether this amendment is unreasonable or unfeasible within ten days. If the amendment request is both reasonable and feasible, LANTECH shall notify the customer at the same time of whether or not a comprehensive review is required.

    5.3 In the event that a comprehensive review of the change request is required, LANTECH shall at the same time submit a corresponding review offer with information regarding the cost.
    The customer shall, within 10 days, either accept or reject the comprehensive review of the change request. If a comprehensive review of the change request is not required, LANTECH shall either submit a realisation offer with details regarding the performance period, planned dates, and effects on the remuneration or agree the implementation of the requested changes. The customer shall agree to or decline LANTECH realisation offer within 10 days of receipt. Changes of service agreed upon must be documented through an appropriate adjustment to the agreement, and shall be binding.

    5.4 Customers and LANTECH may agree that the services affected by the change request shall be suspended until the necessary amendment of the contractual agreement has been made. Such an agreement must be made in writing.

  6. Liability for Material Defects

    6.1 As a general principle, the properties and operating conditions for the contract hardware and software are described in the performance specifications of the respective manufacturer or their technical releases and specifications. LANTECH itself does not assume any warranty within the meaning of the law, unless others expressly agreed. These are exclusively defined by the provisions and licensing regulations of their respective manufacturers.

    6.2 For private customers the legally prescribed guarantee period of 2 years is valid, beginning with the passing of risk.
    The warranty period for the merchants after delivery of new products is 1 year, for second-hand products, it is 6 month and commences with the passing of risk.

    6.3 After receipt of the ordered goods or after service provision, the Customer is required to inspect the ordered products or other performances of LANTECH immediately, at the latest, however, within two weeks after receipt of the goods or after acceptance of the service. This is to be done so as to ensure completeness and the absence of any defects. If prompt notification of a defect is omitted (deadline of two weeks), the goods, respectively the performance, shall be considered to have been properly and fully delivered, unless the defect is one that was not recognisable upon inspection. Following the expiry of the time limit, the assertion of the rights of warranty for recognisable defects shall be excluded. The Customer shall bear the full onus of proof for all eligibility requirements, in particular for the defect itself, regarding the time of establishing the defect and the timely notification as regards the filing of a complaint pertaining to said defects. At least the valid liability of verification and reproval for merchants related to §§ 377 HGB are not challenged.

    6.4 In the event of a significant defect, LANTECH is afforded the choice of rectification or replacement. Parts that are exchanged so as to satisfy the supplementary performance shall become the property of LANTECH without compensation. If LANTECH should fail to rectify the reprimanded defects within a reasonable grace period that has been provided in writing, or if LANTECH should fail to remedy the defects despite two repair attempts, the Customer is entitled either to withdraw from the respective individual purchase contract for a device or to demand a reasonable reduction, or the payment of damages. The liability regulations of subsection 13 shall apply. However, in the event of a minor contravention of contract, in particular in the event of defects that are only considered minor, the Customer is not entitled to the right of withdrawal. Warranty rights expire in one year after receipt of the goods, unless a case of fraud exists or in the event of explicit assumption of warranty by LANTECH.

    6.5 Should the Customer fail to comply with operating or maintenance instructions; if amendments are made to the products, parts are exchanged, consumable materials are used that do not comply with the original specifications; if additional devices have been installed that have not been authorised by LANTECH, or if repairs have been made by persons who have not been authorised by LANTECH, so any warranty shall become null and void, unless the Customer is successful at proving that the reprimanded defects are not attributable to the
    aforementioned.

    6.6 LANTECH may refuse supplementary performance until the Customer has paid the agreed remuneration minus an amount equivalent to the supplementary performance that is yet to be performed (but no more than three times the costs necessary to rectify the defect, determined by LANTECH).

    6.7 The customer shall work with LANTECH in the limitation and removal of defects. The customer shall provide LANTECH with verifiable documentation regarding the type and occurrence of faults or other documents highlighting the faults. In the event that the customer does not fulfil this obligation, LANTECH shall be entitled to refuse supplementary
    performance.

    6.8 LANTECH must be informed in writing abaut any faults which occur during the guarantee period by the customer.
    Before performance of the warranty, the complained object must be made available to use for examination of the defect, at our option in your company or by sending it to us. Seller’s warranties lapse if the contractual partner refuses to allow inspection of the defect and such refusal shall release LANTECH from its seller’s warranties.

    6.9 In the event that the customer makes a claim to LANTECH because of a fault and it becomes apparent that there is either no fault or that the fault results from circumstances that do not justify an assertion of fault, the customer shall compensate LANTECH for the resulting financial damages.

    6.10 In the event that the customer has made a defect claim, this shall have no influence on any further contracts between LANTECH and the customer.

    6.11 The limitation period for defect claims shall be one year. For claims relating to defects of hardware or software, the limitation period shall begin on delivery of the hardware or software to the customer. For claims for defects in services, the warranty period shall begin with the acceptance of the service. Commercial inspection and requirements shall remain unaffected.

    6.12 Only the Customer, as the immediate contractual partner of LANTECH, is entitled to warranty rights and these rights are not assignable.

    6.13 The sale of used products ensues to the exclusion of any materials defect liability, whatsoever.

  7. Manufacturer’s Warranty

    7.1 Should the manufacturer of the goods forming the subject of this contractual agreement, provide a warranty – generally speaking a dependent warranty, then LANTECH will pass this warranty on to the Customer. The Customer shall be responsible for passing on to the manufacturer the thus required warranty cards or other comparable registration records in accordance with the respective manufacturer specifications. The scope of the warranty provided by the manufacturer, should one have been provided, is found in the performance description, where appropriate, in conjunction with the warranty card of the manufacturer.

    7.2 In order to preserve the entitlement to warranty claims, the Customer shall take up contact with the manufacturer directly in the event of the occurrence of defects falling within the warranty. So as not to risk the entitlement to such claims, the Customer shall pay attention to the warranty terms of the manufacturer, in particular with regard to the intactness of the goods, reporting method and the like. As for the remainder, sub-section 6 shall apply.

  8. Retention of Title and Assignment in Advance

    8.1 We shall retain the title to the delivered item until all of our claims against the purchaser arising from the commercial relationship, including claims arising in the future from contracts concluded at the same time or subsequently, have been settled. In the event of behaviour in breach of the contract by the purchaser, especially default on payment, we shall be entitled to take back the item for purchase. In this case, the purchaser shall be obliged to assign any claims for surrender against third parties to us. Our taking back of the
    item for purchase shall not constitute a rescission of the contract, unless we had expressly declared this in writing. If the goods are still on the purchaser’s premises, the purchaser shall allow us irrevocably to enter the rooms where our property is held so that we can take it back. In addition, the purchaser shall allow us irrevocably to enter those rooms where our property is stored at any time for inspection purposes. Our seizure of the item for purchase shall always constitute a rescission of the contract. We shall be authorised to realise
    the item for purchase after we have taken it back, and the realisation proceeds must be set off against the liabilities of the purchaser – less reasonable realisation costs.

    8.2 The purchaser is obliged to handle the item for purchase with care; in particular, he is obliged to insure it adequately against fire, water and theft damage at his own expense for its value as new. If maintenance and inspection work is required, the purchaser must carry this out in good time at his own expense. The purchaser shall hold the (co-) property for us free of charge.

    8.3 Pursuant to the preceding prerequisites, the Goods shall remain the property of LANTECH. The Customer shall be entitled to sell or process the reserved property within the scope of the proper course of business as long as the Customer is not in default. Pledging or collateral assignments are inadmissible. Already at the time of conclusion of the contract between LANTECH and the Customer, the Customer, as security, assigns to LANTECH, to the full extent, claims resulting from resale or another legal argument concerning the reserved product (e.g. insurance, prohibited action) with respect to all balance claims arising in the current account. The Customer is entitled and obliged to collect the assigned debts. In the event of payment default on the part of the Customer, LANTECH can recall the direct debit authorisation at any time and give the Customer’s purchasers notification of the assignment and shall be entitled to repossess the goods or, where necessary, demand the assignment of the customer’s claim for return against third parties.

    8.4 Processing and conversion of the goods subject to reservation shall occur for us, without obligating us. With the processing, combination, commingling of the goods subject to reservation with other goods by the customer, we shall be entitled to co-ownership in the new goods in the relationship of the invoice value of the goods subject to the reservation compared to the invoice value of the other used goods. Should our ownership be dissolved by combination, commingling or processing, then the customer transfers to us already now the ownership or expectancy rights to which he is entitled in the new product or the goods to the extent of the invoice value of the goods subject to the reservation, in the case of the processing in the relationship of the invoice value to the invoice value of the other used goods and shall store the goods subject to reservation at no cost to us.

    8.5 In the event of access of third parties to the reserved property, in particular pledges, the Customer shall notify them that this is the property of LANTECH and notify LANTECH without delay so that it can assert its property rights. As far as the third party is not in a position to refund LANTECH the judicial or extrajudicial expenses of our prosecution that are incurred in this context, the Customer shall be liable for these expenses.

    8.6 In the event of behavior on the part of the Customer that is contrary to agreement – in particular with regard to payment default – LANTECH is entitled to take back the reserved property or, if necessary, demand the Customer’s surrender claims against third parties. The withdrawal as well as pledging of the goods subject to retention by LANTECH does not mean withdrawal from the contract.

    8.7 The Customer is obliged to provide the necessary information for the collection of the claims and to hand out the documents required for this. Costs arising from this which can not be collected by the respective third parties are charged to the customer’s account.

  9. Delivery and Performance Conditions

    9.1 A delivery date will be determined in accordance with the anticipated performance capability of LANTECH and is subject to the timely self-delivery and unforeseen circumstances and hindrances, regardless of whether these occur at LANTECH or with the manufacturer, in particular force majeure, governmental measures, refusal to be granted official permissions, strikes of any kind, sabotage, war, terror, shortage of raw materials, non-culpable delay in material deliveries. In the case of such events, the delivery date shall be extended
    accordingly, and this shall also apply even if these events occur when delivery is already overdue. In that case, any extension granted by the customer shall also be extended for the duration of the unforeseen event. LANTECH reserves the right to withdraw from the contract if, as a result of the aforementioned events, the delivery or performance is delayed by more than six weeks and this does not fall within the responsibility of LANTECH. In this event, LANTECH will inform the Customer without delay and any already realised counterperformances will be reimbursed.

    9.2 Should LANTECH experience a delivery delay of more than four weeks, the Customer can withdraw from the contractual agreement, subject to the condition that it has first offered a written, adequate extension.

    9.3 More far-reaching claims shall be excluded, as far as legally admissible.

    9.4 If delivery or execution is delayed, due to circumstances that are in the responsibility of the Customer, LANTECH can demand reimbursement of the damages arising from this, including additional expenditures.

    9.5 LANTECH is entitled to reasonable partial deliveries and partial services.

    9.6 As a fundamental principle, LANTECH provides services within the normal business hours on Monday – Thursday between 08:30 and 17:00 and Friday between 08:30 and 16:00, not, however, during national holidays, unless this has been expressly agreed. Additional consultation services and other services outside of these hours will be provided with separate remuneration, due to separate commissioning.

    9.7 The customer is responsible for all shipping and insurance charges. LANTECH may choose the dispatch route and the type of dispatch at LANTECH´s own discretion. The customer is required inspect the product and packaging immediately upon delivery and inform LANTECH in writing about any recognizable damages to the product and packing which may result from shipping. The same is true for hidden damages. If the customer does not file a damage claim with LANTECH and if LANTECH in consequence is unable to transfer the claim to it’s
    the insurance or the sub-supplier, the customer is liable for the full costs which result from that breach of responsibility. The risk is transferred to the customer as soon as the product leaves the factory or the storage of LANTECH.

    9.8 The packaging of the goods always takes place by the manufacturer. The purchaser bears the costs for packaging and disposal.

  10. Prices, Terms and conditions of payment and Offset

    10.1 Our prices are ex works or warehouse and do not include packaging, freight, postage, indexation and transport insurance unless agreed otherwise. The value added tax has to be paid on top. In the case of any agreed delivery abroad, the customer bears the cost of customs clearance. Discount, rebates and bonuses are only granted if specifically agreed in writing.

    10.2 In the event that in the time between contract conclusion and delivery there is an increase in costs which is not attributable to us, including but not limited to the costs for wages (e.g. as a result of collective bargaining), primary material, energy, freight or public charges, the agreed price can be reasonably increased in conformity with the influence of these cost aspects but without a mark-up unless the customer sells the goods to a consumer.

    10.3 Our prices are calculated on the basis of the agreed order quantities. If no binding order quantities have been agreed, our calculation is based on the agreed target quantities. If the target quantity is not reached, we are entitled to reasonably increase the price per unit.et prices for the delivery of goods are quoted inclusive of normal packaging, plus shipping costs, to the extent that this is not expressly stated otherwise.

    10.4 Payment has to be made in euros by remittance to the bank designated by us, without deduction and without charge of costs and expenses. If, due to a special written arrangement, payment is made in another currency, the decisive exchange rate is the EURO reference rate of the European Central Bank valid at the time of maturity.

    10.5 If service performances are agreed to outside of the offer for hardware products such as, for instance, assembly, system integration or service performances to hard- and software, like hardware maintenance or software support, these will be separately calculated in accordance with the current service conditions of LANTECH at the time of service provision, unless expressly stipulated otherwise. To the extent that nothing to the contrary has been agreed, the costs for arrival as well as expenses will be charged in accordance with the
    actually incurred costs, upon presentation of evidence. Apart from that, the respective conditions shall apply for further service offers.

    10.6 All payment shall be made immediately upon receipt of invoice, without deductions. Further contract provisions shall be made on an individual basis. Payment with a bill of exchange shall require prior written agreement from LANTECH. Discount charges and other exchange costs shall be borne by the customer.

    10.7 LANTECH shall be entitled to issue partial invoices, in accordance with the stage of completion. Further regulations can be found in the relevant single agreement between LANTECH and the contractual partner.

    10.8 In the event that the customer falls fully or partially into arrears on its payment or purchase commitments, all agreed discounts shall be withdrawn, without substitution. In the event that the customer defaults on any payments, either in full or in part, all amounts outstanding at this point shall fall due for payment immediately. In commercial business relationships we first charge nterest from the due date in the amount of 5 percentage points p.a. and from the time of the occurrence of default in the amount of 8 percentage points p.a. above the base interest rate valid at the time. Also in the case of delay of payment, LANTECH is entitled to withhold further deliveries and services.

    10.9 The customer shall only be entitled to offset amounts against the invoice in the event that its counterclaims have been established as legally binding, are undisputed or have been recognised by LANTECH. It shall be only entitled to exercise a right of retention if its counterclaim is based on the same contractual relationship.

    10.10 The assignment of claims receivable of the Customer against LANTECH to third parties is only permissible with the approval of LANTECH.

  11. Performance date, Delay

    11.1 The performance date shall only be considered as agreed in the event that it has been agreed in writing between LANTECH and the customer. The performance date shall begin with this agreement, or, if the customer is obliged to pay a deposit, with the payment of the deposit into a LANTECH business account. Delivery dates and deadlines shall be newly agreed in the event that changes to the contract are made at a later date or because compliance is not possible as a result of force majeure or unforeseen events such as riots, disruptions to operations, strikes, lockouts or delayed delivery from the manufacturer.

    11.2 Adherence to time limits and dates by LANTECH presupposes that the customer adheres to its contractual obligations and other contractually agreed cooperation promptly and in full. In the event that the customer does not comply with its obligations and LANTECH’s adherence to terms and dates is directly or indirectly affected by such a commitment of the customer, the time limits and deadlines shall be extended upon the request of LANTECH at least by the length of time of the delay plus a reasonable restart period. In such cases, the fact must be taken into account that LANTECH shall always use its staff and other resources to maximum capacity.

  12. Acceptance of work

    12.1 In the event that LANTECH carries out services that have a specific aim (hereinafter:”Works”), the following regulations shall apply in addition to the legal provisions.

    12.2 Works shall require acceptance by the customer, which shall be issued in the presence of both parties.

    12.3 LANTECH shall notify the customer in writing of readiness for acceptance of work. The contracting parties shall begin the acceptance testing without delay, within five days from the notification of readiness for acceptance, unless otherwise agreed in the contract by the contractual partners.

    12.4 With regard to acceptance testing, LANTECH shall produce a written report, the accuracy of which shall be confirmed immediately through signature by a commissioned customer staff member responsible for acceptance. In the event that the customer has not returned a signed detailed description of why the report is not accurate within 5 business days, the assessment found in the report shall be considered as approved and accepted. The report shall contain descriptions of any confirmed faults, classified by type of fault as noted in clause 12.5, and include any reason(s) for rejection. Should the report identify faults as class 1 errors, and therefore subsequently prevent customer acceptance, a renewed acceptance review will commence as soon as LANTECH has rectified the error and the service in question has once again been made available for acceptance. Minor discrepancies, classified as error class 2 and 3 through clause 12.5, do not substantiate acceptance refusal by the customer. The responsibility of error rectification by LANTECH, as agreed upon by these terms of business, remain unaffected.

    12.5 Error classes
    Class 1
    The intended use, of a part of the system or a part of the contractual object, is not possible or unreasonably restricted. The problem has serious impact on the conductability of business and / or safety. These are primarily failures that hinder further processing.
    Function-based examples: system outage without recovery, loss of data / data destruction, incorrect results through processing of time-critical extensive data volumes.
    Measures: After written defect notification, to LANTECH or a subcontractor of LANTECH, has been received processing will be initiated directly by qualified technical staff. Short term ensurance towards a functioning environment via workaround and, if possible, repairs resulting in a correction of the cause of error. For example: hardware component replacement, reconfiguration of software, resolving software defects with patches.
    Class 2
    The intended use, of a part of the system or a part of the contractual object, is functionally impaired. The problem has impact on the conduct of business and / or safety without exclusion of further processing.
    Function-based examples: faulty or inconsistent processing, noticeable undercutting of the agreed performance data due to a part of the system or a part of the contractual object, accumulation of short-term faults within operations.
    Measures: After written notification, to LANTECH or a subcontractor of LANTECH, has been received processing will be initiated directly by qualified technical staff. Mid term ensurance towards a functioning environment via workaround and, if possible, repairs resulting in a correction of the cause of error. For example: hardware component replacement, reconfiguration of software, resolving software defects with patches.
    Class 3
    The appropriate use, of a part of the system or a part of the contractual object is given without limitation. The failure has no, or only minor effects, on the conduct of business and / or safety. These „flaws“ or failures can be avoided by the customer or customer employees.
    Function-based examples: unwelcome gaps or additional output displayed on screen, documentation error or editorial faults.
    Measures: LANTECH or a subcontractor of LANTECH provides correction towards cause of error within a suitable period of time without priority.

    12.6 The customer is not entitled to use a part of the system or a part of the contractual object productively without written confirmation of acceptance testing. Should the customer use a part of the system or a part of the contractual object productively without written confirmation then this qualifies as having been accepted by the customer.

  13. Liability

    13.1 Claims for damages on the part of the Ordering Party for whatever legal reason are excluded. This does not apply where liability is mandatory in line with product liability legislation or in cases involving wilfull intent, gross negligence, non-provision of guaranteed properties or infringements of major contractual obligations, in particular death, physical injury or damage to health.

    13.2 Damages for the infringement of major contractual obligations are restricted to foreseeable damage / loss that is typical of such a contract unless a case as defined by Section 13.1., Clause 2, occurs.

    13.3 The above liability restrictions also apply to vicarious agents deployed by LANTECH.

    13.4 The above stipulations do not involve any change in the burden of proof to the disadvantage of the Ordering Party.

    13.5 In the event and for the duration of a case of force majeure, LANTECH will not be liable for provision of services. Considered acts of force majeure are, in particular, strike, war, natural catastrophes, lockout, delays or failure to deliver on the part of suppliers, to the extent that these are caused by an act of force majeure, official or judicial orders, assaults and attacks from the Internet as well as by users of the application itself (e. g. viruses, worms, “Denial of Service-Attacks”, Trojan horses) that LANTECH also could not have averted with the due diligence, in accordance with the circumstances of the case.

    13.6 The Customer is responsible for a regular backup of its data. In the event of a loss of data due to the fault of LANTECH, LANTECH will thus be exclusively liable for the costs for the duplication of the data of the safety copies to be created by the Customer and also for restoration of correctly backed-up, lost data.

    13.7 The Customer bears the burden of proof that LANTECH is responsible for the loss of data. For software installations, test systems are to be provided by the Customer; if the Customer would desire an installation on a live / productive system, LANTECH will not be liable for failures, to the extent that these were not wilfully or grossly negligently caused by LANTECH.

  14. Goods Returned

    Unless otherwise agreed or instructed, goods have to be returned at customer’s expense to LANTECH and are only accepted after our examination. Unless otherwise agreed, we accept return of goods only in case a return slip is included. The customer must obtain the return slip upon request in writing or by contacting us. Customer bears the risk of the return shipment of the goods, including any loss due to accident. We will charge a handling fee in case of goods returned for which the customer is responsible, especially, but not exclusively, if the customer refuses to accept delivery of the items.

  15. Arbitration, Steering committees

    The parties may agree, in the event of differences of opinion arising under or in connection with fulfilment of the contract, which they are unable to resolve themselves, to form a steering committee or bring the matter before an arbitration board, in order to resolve the dispute fully or partially in accordance with the arbitration proceedings. In order to make arbitration possible, both contracting parties shall reciprocally waive the statute of limitations for all claims relating to the contentious circumstances, beginning from the request for arbitration and for the duration of one month from the end of the arbitration proceedings. This waiver shall have the effect of suspending the period of limitation.

  16. Confidentiality

    LANTECH and the customer undertake, unless stipulated otherwise in the contract, to reciprocally keep all business and operational secrets and not pass them on to any third parties nor use the information in any way. Documentation, calculations and other information that the contracting partner holds as a result of the business relationship may only be used within the scope of the purpose of the contract.

  17. Software

    17.1 Any software included in our delivery that has been produced by a third party is subject to the provisions of the respective licensing agreement.

    17.2 Payment of any agreed license fee entitles the customer to a non exclusive and non transferable usage right only, and only in accordance with the current licensor usage rights as agreed upon by the customer.

    17.3 LANTECH guarantees only for there own software for a period of six (6) month after receipt of the software that it will essentially work in accordance with the accompanying documentation. This warranty does not apply, if the malfunction / failure of the software is due to an accident, abuse, improper use or a virus. The customer shall be aware that, according to the state of the art, errors in programs cannot be excluded.

    17.4 In the case of a justified lodging of a complaint, LANTECH reserves the right to carry out a total of three subsequent improvements or in case oft he final failure of subsequent improvements to concede the Client the right to conversion or reduction in price. The customer shall only have a right of repudiation or reduction if a program error should prove to be relevant and major for the entire performance picture and the defect cannot be solved through other features of the software.
    Any further warranty shall be explicitly excluded, in particular that the software is suitable for the customer’s purposes, as well as for damages caused directly or indirectly (e. g. profit losses, plant interruptions), as well as for the loss of data or damages caused in connection with the recovery of lost data, unless intent or gross negligence can be proven to LANTECH or its employees, respectively.
    LANTECH shall reserve the right to have changes made to the programs – even after delivery – which will improve the program’s performance and will not impair the other software.

  18. Evidence clause

    Data that is stored by LANTECH in electronic registers or in any other electronic form shall be regarded as admissible evidence in the proof of contractual agreements, data transfers and completed payments between the parties.

  19. Final Provisions

    19.1 All contractual agreements between the parties shall be governed exclusively by the law of the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG-“Vienna Sales Law”) is excluded.

    19.2 The place of performance (“Erfüllungsort”) is our business domicile in Klingenberg am Main.

    19.3 The exclusive place of jurisdiction for all disputes relating to the present and future business relationship between the parties shall be the Amtsgericht Obernburg a. M. / Zweigstelle Miltenberg a. M..

    19.4 Any amendments or additions to these Terms and Conditions must be made in writing. If not made in writing, they shall not be valid. This shall also apply to amendments to this clause requiring the written form.

    19.5 Should individual provisions of these conditions be or become partly or wholly invalid, this shall not affect the validity of the remaining provisions and clauses. In such a case LANTECH and the customer shall replace the invalid provision by a valid provision that corresponds as closely as possible to the intended purpose. The same shall apply to the filling of gaps in the contract.

LANTECH SOFTWARE DEVELOPMENT GMBH • (c) Copyright 2016

LANTECH Document Solutions GmbH

These General Terms and Conditions shall apply to: LANTECH DOCUMENT SOLUTIONS GMBH, which shall be referred to hereinafter as “LANTECH”.

Contact details:

LANTECH DOCUMENT SOLUTIONS GMBH

Philipp-Kachel-Str. 42a
63911 Klingenberg am Main
Germany

Phone: +49 9372 – 94 51 -0
E-Mail: info(at)lantech.de

  1. Object of these Terms and Conditions, scope of application

    1.1 These General Terms and Conditions, hereinafter “T&Cs” shall apply to all contracts entered into between LANTECH and its private-/business customer, as well as for all other agreements that are made within the scope of these T&Cs, unless the parties have made any alternative agreements in writing. Contracts provided for by these T&Cs between LANTECH and its customers can also include delivery of hardware and software. LANTECH shall not recognise any conflicting T&Cs of the customer. In the event that the customer does not wish to accept these T&Cs, it must notify LANTECH in writing in advance.

    1.2 These T&Cs shall not apply to future contracts, in the event that LANTECH has made amended terms and conditions available prior to the signing of the contract; in this case, the amended Terms and Conditions shall apply. In all other cases, all supplementary agreements and modifications to the contract must be made in writing in order to be valid. With the release by LANTECH of these Terms and Conditions, all previous terms and conditions used by LANTECH for contracts shall hereby be invalid. For contracts that are effective before this time, however, the previous terms and conditions that were applicable at the time the contract was signed shall remain valid.

  2. Contract conclusion (Offer and order acknowledgement)

    2.1 If the order of the customer has been preceded by our offer, the contract is concluded upon our acknowledgement of the order being placed. If the order deviates from our offer, the contract is concluded only upon our acknowledgement of the order. Our offers shall in any case be non-binding and subject to due delivery by our suppliers.

    2.2 If the customer submits an offer to us, the contract is only deemed consummated upon delivery of our order acknowledgement or invoice or upon delivery of the goods to the customer. Our order acknowledgement resp. invoice is decisive for the scope and the content of the contract.

    2.3 For credit checks, LANTECH will, in justifiable cases, exchange address and credit data with credit service companies.

    2.4 The information contained in prospectuses and catalogues such as illustrations, drawings, weights and dimensions are non-binding unless we have expressly referred to them as binding. The features specified above shall particularly not be regarded as guarantee of quality and durability of any type.

    2.5 Small discrepancies from the product details are considered as approved, provided that they are not unreasonable for the contractual partner.

  3. Customer’s obligation to cooperate

    3.1 The customer shall provide LANTECH with the required level of support while the service is being rendered.

    3.2 The responsibility shall rest on the customer for any adequate and professional preparations required for the provision of services by LANTECH, e.g. making information and documentation available, providing any licences/software required for the service, the electricity supply of the hardware required, or access to the hardware. In the event of any disruption thereto, the customer undertakes to rectify this at its own cost, prior to the start of services.

    3.3 Ordered or delivered goods can be subject to (re-)export restrictions, in particular in the USA or the UK. In this regard, the provided export restrictions are to be observed by the respective manufacturers toward the Customer. The Customer must also oblige his purchasers to pay attention to the aforementioned regulations. The Customer will provide LANTECH with all information and declarations that LANTECH requires for the fulfilment of its obligations in accordance with the national or international import, respectively export provisions.

  4. Right to documentation and physical results of the Services

    4.1 Tender documentation (product descriptions, sample documents, etc.) shall remain the property of LANTECH and must not be duplicated nor passed on to any third parties without LANTECH’s consent. The copyright for these documents is held exclusively by LANTECH. The documentation may only be passed on with LANTECH’s consent.

    4.2 Unless otherwise stated in the respective contract, LANTECH shall grant the customer the non-exclusive, permanent, irrevocable and non-transferable right to use the physical results of performance insofar as such results form the purpose and scope of application of the contract. These rights shall extend to the agreed intermediate results and accessories. Any deviation from the above provisions for use shall require contractual agreement.

  5. Change of Services

    5.1 The customer may, after the contract has been entered into, change the scope of the contract, within the limits of LANTECH’s capabilities, unless it is unreasonable or unfeasible for LANTECH. The revision procedure shall be documented.

    5.2 LANTECH shall review the change request and inform the customer of whether this amendment is unreasonable or unfeasible within ten days. If the amendment request is both reasonable and feasible, LANTECH shall notify the customer at the same time of whether or not a comprehensive review is required.

    5.3 In the event that a comprehensive review of the change request is required, LANTECH shall at the same time submit a corresponding review offer with information regarding the cost.
    The customer shall, within 10 days, either accept or reject the comprehensive review of the change request. If a comprehensive review of the change request is not required, LANTECH shall either submit a realisation offer with details regarding the performance period, planned dates, and effects on the remuneration or agree the implementation of the requested changes. The customer shall agree to or decline LANTECH realisation offer within 10 days of receipt. Changes of service agreed upon must be documented through an appropriate adjustment to the agreement, and shall be binding.

    5.4 Customers and LANTECH may agree that the services affected by the change request shall be suspended until the necessary amendment of the contractual agreement has been made. Such an agreement must be made in writing.

  6. Liability for Material Defects

    6.1 As a general principle, the properties and operating conditions for the contract hardware and software are described in the performance specifications of the respective manufacturer or their technical releases and specifications. LANTECH itself does not assume any warranty within the meaning of the law, unless others expressly agreed. These are exclusively defined by the provisions and licensing regulations of their respective manufacturers.

    6.2 For private customers the legally prescribed guarantee period of 2 years is valid, beginning with the passing of risk.
    The warranty period for the merchants after delivery of new products is 1 year, for second-hand products, it is 6 month and commences with the passing of risk.

    6.3 After receipt of the ordered goods or after service provision, the Customer is required to inspect the ordered products or other performances of LANTECH immediately, at the latest, however, within two weeks after receipt of the goods or after acceptance of the service. This is to be done so as to ensure completeness and the absence of any defects. If prompt notification of a defect is omitted (deadline of two weeks), the goods, respectively the performance, shall be considered to have been properly and fully delivered, unless the defect is one that was not recognisable upon inspection. Following the expiry of the time limit, the assertion of the rights of warranty for recognisable defects shall be excluded. The Customer shall bear the full onus of proof for all eligibility requirements, in particular for the defect itself, regarding the time of establishing the defect and the timely notification as regards the filing of a complaint pertaining to said defects. At least the valid liability of verification and reproval for merchants related to §§ 377 HGB are not challenged.

    6.4 In the event of a significant defect, LANTECH is afforded the choice of rectification or replacement. Parts that are exchanged so as to satisfy the supplementary performance shall become the property of LANTECH without compensation. If LANTECH should fail to rectify the reprimanded defects within a reasonable grace period that has been provided in writing, or if LANTECH should fail to remedy the defects despite two repair attempts, the Customer is entitled either to withdraw from the respective individual purchase contract for a device or to demand a reasonable reduction, or the payment of damages. The liability regulations of subsection 13 shall apply. However, in the event of a minor contravention of contract, in particular in the event of defects that are only considered minor, the Customer is not entitled to the right of withdrawal. Warranty rights expire in one year after receipt of the goods, unless a case of fraud exists or in the event of explicit assumption of warranty by LANTECH.

    6.5 Should the Customer fail to comply with operating or maintenance instructions; if amendments are made to the products, parts are exchanged, consumable materials are used that do not comply with the original specifications; if additional devices have been installed that have not been authorised by LANTECH, or if repairs have been made by persons who have not been authorised by LANTECH, so any warranty shall become null and void, unless the Customer is successful at proving that the reprimanded defects are not attributable to the aforementioned.

    6.6 LANTECH may refuse supplementary performance until the Customer has paid the agreed remuneration minus an amount equivalent to the supplementary performance that is yet to be performed (but no more than three times the costs necessary to rectify the defect, determined by LANTECH).

    6.7 The customer shall work with LANTECH in the limitation and removal of defects. The customer shall provide LANTECH with verifiable documentation regarding the type and occurrence of faults or other documents highlighting the faults. In the event that the customer does not fulfil this obligation, LANTECH shall be entitled to refuse supplementary
    performance.

    6.8 LANTECH must be informed in writing abaut any faults which occur during the guarantee period by the customer.
    Before performance of the warranty, the complained object must be made available to use for examination of the defect, at our option in your company or by sending it to us. Seller’s warranties lapse if the contractual partner refuses to allow inspection of the defect and such refusal shall release LANTECH from its seller’s warranties.

    6.9 In the event that the customer makes a claim to LANTECH because of a fault and it becomes apparent that there is either no fault or that the fault results from circumstances that do not justify an assertion of fault, the customer shall compensate LANTECH for the resulting financial damages.

    6.10 In the event that the customer has made a defect claim, this shall have no influence on any further contracts between LANTECH and the customer.

    6.11 The limitation period for defect claims shall be one year. For claims relating to defects of hardware or software, the limitation period shall begin on delivery of the hardware or software to the customer. For claims for defects in services, the warranty period shall begin with the acceptance of the service. Commercial inspection and requirements shall remain unaffected.

    6.12 Only the Customer, as the immediate contractual partner of LANTECH, is entitled to warranty rights and these rights are not assignable.

    6.13 The sale of used products ensues to the exclusion of any materials defect liability, whatsoever.

  7. Manufacturer’s Warranty

    7.1 Should the manufacturer of the goods forming the subject of this contractual agreement, provide a warranty – generally speaking a dependent warranty, then LANTECH will pass this warranty on to the Customer. The Customer shall be responsible for passing on to the manufacturer the thus required warranty cards or other comparable registration records in accordance with the respective manufacturer specifications. The scope of the warranty provided by the manufacturer, should one have been provided, is found in the performance description, where appropriate, in conjunction with the warranty card of the manufacturer.

    7.2 In order to preserve the entitlement to warranty claims, the Customer shall take up contact with the manufacturer directly in the event of the occurrence of defects falling within the warranty. So as not to risk the entitlement to such claims, the Customer shall pay attention to the warranty terms of the manufacturer, in particular with regard to the intactness of the goods, reporting method and the like. As for the remainder, sub-section 6 shall apply.

  8. Retention of Title and Assignment in Advance

    8.1 We shall retain the title to the delivered item until all of our claims against the purchaser arising from the commercial relationship, including claims arising in the future from contracts concluded at the same time or subsequently, have been settled. In the event of behaviour in breach of the contract by the purchaser, especially default on payment, we shall be entitled to take back the item for purchase. In this case, the purchaser shall be obliged to assign any claims for surrender against third parties to us. Our taking back of the
    item for purchase shall not constitute a rescission of the contract, unless we had expressly declared this in writing. If the goods are still on the purchaser’s premises, the purchaser shall allow us irrevocably to enter the rooms where our property is held so that we can take it back. In addition, the purchaser shall allow us irrevocably to enter those rooms where our property is stored at any time for inspection purposes. Our seizure of the item for purchase shall always constitute a rescission of the contract. We shall be authorised to realise
    the item for purchase after we have taken it back, and the realisation proceeds must be set off against the liabilities of the purchaser – less reasonable realisation costs.

    8.2 The purchaser is obliged to handle the item for purchase with care; in particular, he is obliged to insure it adequately against fire, water and theft damage at his own expense for its value as new. If maintenance and inspection work is required, the purchaser must carry this out in good time at his own expense. The purchaser shall hold the (co-) property for us free of charge.

    8.3 Pursuant to the preceding prerequisites, the Goods shall remain the property of LANTECH. The Customer shall be entitled to sell or process the reserved property within the scope of the proper course of business as long as the Customer is not in default. Pledging or collateral assignments are inadmissible. Already at the time of conclusion of the contract between LANTECH and the Customer, the Customer, as security, assigns to LANTECH, to the full extent, claims resulting from resale or another legal argument concerning the reserved product (e.g. insurance, prohibited action) with respect to all balance claims arising in the current account. The Customer is entitled and obliged to collect the assigned debts. In the event of payment default on the part of the Customer, LANTECH can recall the direct debit authorisation at any time and give the Customer’s purchasers notification of the assignment and shall be entitled to repossess the goods or, where necessary, demand the assignment of the customer’s claim for return against third parties.

    8.4 Processing and conversion of the goods subject to reservation shall occur for us, without obligating us. With the processing, combination, commingling of the goods subject to reservation with other goods by the customer, we shall be entitled to co-ownership in the new goods in the relationship of the invoice value of the goods subject to the reservation compared to the invoice value of the other used goods. Should our ownership be dissolved by combination, commingling or processing, then the customer transfers to us already now the ownership or expectancy rights to which he is entitled in the new product or the goods to the extent of the invoice value of the goods subject to the reservation, in the case of the processing in the relationship of the invoice value to the invoice value of the other used goods and shall store the goods subject to reservation at no cost to us.

    8.5 In the event of access of third parties to the reserved property, in particular pledges, the Customer shall notify them that this is the property of LANTECH and notify LANTECH without delay so that it can assert its property rights. As far as the third party is not in a position to refund LANTECH the judicial or extrajudicial expenses of our prosecution that are incurred in this context, the Customer shall be liable for these expenses.

    8.6 In the event of behavior on the part of the Customer that is contrary to agreement – in particular with regard to payment default – LANTECH is entitled to take back the reserved property or, if necessary, demand the Customer’s surrender claims against third parties. The withdrawal as well as pledging of the goods subject to retention by LANTECH does not mean withdrawal from the contract.

    8.7 The Customer is obliged to provide the necessary information for the collection of the claims and to hand out the documents required for this. Costs arising from this which can not be collected by the respective third parties are charged to the customer’s account.

  9. Delivery and Performance Conditions

    9.1 A delivery date will be determined in accordance with the anticipated performance capability of LANTECH and is subject to the timely self-delivery and unforeseen circumstances and hindrances, regardless of whether these occur at LANTECH or with the manufacturer, in particular force majeure, governmental measures, refusal to be granted official permissions, strikes of any kind, sabotage, war, terror, shortage of raw materials, non-culpable delay in material deliveries. In the case of such events, the delivery date shall be extended
    accordingly, and this shall also apply even if these events occur when delivery is already overdue. In that case, any extension granted by the customer shall also be extended for the duration of the unforeseen event. LANTECH reserves the right to withdraw from the contract if, as a result of the aforementioned events, the delivery or performance is delayed by more than six weeks and this does not fall within the responsibility of LANTECH. In this event, LANTECH will inform the Customer without delay and any already realised counterperformances will be reimbursed.

    9.2 Should LANTECH experience a delivery delay of more than four weeks, the Customer can withdraw from the contractual agreement, subject to the condition that it has first offered a written, adequate extension.

    9.3 More far-reaching claims shall be excluded, as far as legally admissible.

    9.4 If delivery or execution is delayed, due to circumstances that are in the responsibility of the Customer, LANTECH can demand reimbursement of the damages arising from this, including additional expenditures.

    9.5 LANTECH is entitled to reasonable partial deliveries and partial services.

    9.6 As a fundamental principle, LANTECH provides services within the normal business hours on Monday – Thursday between 08:30 and 17:00 and Friday between 08:30 and 16:00, not, however, during national holidays, unless this has been expressly agreed. Additional consultation services and other services outside of these hours will be provided with separate remuneration, due to separate commissioning.

    9.7 The customer is responsible for all shipping and insurance charges. LANTECH may choose the dispatch route and the type of dispatch at LANTECH´s own discretion. The customer is required inspect the product and packaging immediately upon delivery and inform LANTECH in writing about any recognizable damages to the product and packing which may result from shipping. The same is true for hidden damages. If the customer does not file a damage claim with LANTECH and if LANTECH in consequence is unable to transfer the claim to it’s
    the insurance or the sub-supplier, the customer is liable for the full costs which result from that breach of responsibility. The risk is transferred to the customer as soon as the product leaves the factory or the storage of LANTECH.

    9.8 The packaging of the goods always takes place by the manufacturer. The purchaser bears the costs for packaging and disposal.

  10. Prices, Terms and conditions of payment and Offset

    10.1 Our prices are ex works or warehouse and do not include packaging, freight, postage, indexation and transport insurance unless agreed otherwise. The value added tax has to be paid on top. In the case of any agreed delivery abroad, the customer bears the cost of customs clearance. Discount, rebates and bonuses are only granted if specifically agreed in writing.

    10.2 In the event that in the time between contract conclusion and delivery there is an increase in costs which is not attributable to us, including but not limited to the costs for wages (e.g. as a result of collective bargaining), primary material, energy, freight or public charges, the agreed price can be reasonably increased in conformity with the influence of these cost aspects but without a mark-up unless the customer sells the goods to a consumer.

    10.3 Our prices are calculated on the basis of the agreed order quantities. If no binding order quantities have been agreed, our calculation is based on the agreed target quantities. If the target quantity is not reached, we are entitled to reasonably increase the price per unit.et prices for the delivery of goods are quoted inclusive of normal packaging, plus shipping costs, to the extent that this is not expressly stated otherwise.

    10.4 Payment has to be made in euros by remittance to the bank designated by us, without deduction and without charge of costs and expenses. If, due to a special written arrangement, payment is made in another currency, the decisive exchange rate is the EURO reference rate of the European Central Bank valid at the time of maturity.

    10.5 If service performances are agreed to outside of the offer for hardware products such as, for instance, assembly, system integration or service performances to hard- and software, like hardware maintenance or software support, these will be separately calculated in accordance with the current service conditions of LANTECH at the time of service provision, unless expressly stipulated otherwise. To the extent that nothing to the contrary has been agreed, the costs for arrival as well as expenses will be charged in accordance with the
    actually incurred costs, upon presentation of evidence. Apart from that, the respective conditions shall apply for further service offers.

    10.6 All payment shall be made immediately upon receipt of invoice, without deductions. Further contract provisions shall be made on an individual basis. Payment with a bill of exchange shall require prior written agreement from LANTECH. Discount charges and other exchange costs shall be borne by the customer.

    10.7 LANTECH shall be entitled to issue partial invoices, in accordance with the stage of completion. Further regulations can be found in the relevant single agreement between LANTECH and the contractual partner.

    10.8 In the event that the customer falls fully or partially into arrears on its payment or purchase commitments, all agreed discounts shall be withdrawn, without substitution. In the event that the customer defaults on any payments, either in full or in part, all amounts outstanding at this point shall fall due for payment immediately. In commercial business relationships we first charge nterest from the due date in the amount of 5 percentage points p.a. and from the time of the occurrence of default in the amount of 8 percentage points p.a. above the base interest rate valid at the time. Also in the case of delay of payment, LANTECH is entitled to withhold further deliveries and services.

    10.9 The customer shall only be entitled to offset amounts against the invoice in the event that its counterclaims have been established as legally binding, are undisputed or have been recognised by LANTECH. It shall be only entitled to exercise a right of retention if its counterclaim is based on the same contractual relationship.

    10.10 The assignment of claims receivable of the Customer against LANTECH to third parties is only permissible with the approval of LANTECH.

  11. Performance date, Delay

    11.1 The performance date shall only be considered as agreed in the event that it has been agreed in writing between LANTECH and the customer. The performance date shall begin with this agreement, or, if the customer is obliged to pay a deposit, with the payment of the deposit into a LANTECH business account. Delivery dates and deadlines shall be newly agreed in the event that changes to the contract are made at a later date or because compliance is not possible as a result of force majeure or unforeseen events such as riots, disruptions to operations, strikes, lockouts or delayed delivery from the manufacturer.

    11.2 Adherence to time limits and dates by LANTECH presupposes that the customer adheres to its contractual obligations and other contractually agreed cooperation promptly and in full. In the event that the customer does not comply with its obligations and LANTECH’s adherence to terms and dates is directly or indirectly affected by such a commitment of the customer, the time limits and deadlines shall be extended upon the request of LANTECH at least by the length of time of the delay plus a reasonable restart period. In such cases, the fact must be taken into account that LANTECH shall always use its staff and other resources to maximum capacity.

  12. Acceptance of work

    12.1 In the event that LANTECH carries out services that have a specific aim (hereinafter:”Works”), the following regulations shall apply in addition to the legal provisions.

    12.2 Works shall require acceptance by the customer, which shall be issued in the presence of both parties.

    12.3 LANTECH shall notify the customer in writing of readiness for acceptance of work. The contracting parties shall begin the acceptance testing without delay, within five days from the notification of readiness for acceptance, unless otherwise agreed in the contract by the contractual partners.

    12.4 With regard to acceptance testing, LANTECH shall produce a written report, the accuracy of which shall be confirmed immediately through signature by a commissioned customer staff member responsible for acceptance. In the event that the customer has not returned a signed detailed description of why the report is not accurate within 5 business days, the assessment found in the report shall be considered as approved and accepted. The report shall contain descriptions of any confirmed faults, classified by type of fault as noted in clause 12.5, and include any reason(s) for rejection. Should the report identify faults as class 1 errors, and therefore subsequently prevent customer acceptance, a renewed acceptance review will commence as soon as LANTECH has rectified the error and the service in question has once again been made available for acceptance. Minor discrepancies, classified as error class 2 and 3 through clause 12.5, do not substantiate acceptance refusal by the customer. The responsibility of error rectification by LANTECH, as agreed upon by these terms of business, remain unaffected.

    12.5 Error classes
    Class 1
    The intended use, of a part of the system or a part of the contractual object, is not possible or unreasonably restricted. The problem has serious impact on the conductability of business and / or safety. These are primarily failures that hinder further processing.
    Function-based examples: system outage without recovery, loss of data / data destruction, incorrect results through processing of time-critical extensive data volumes.
    Measures: After written defect notification, to LANTECH or a subcontractor of LANTECH, has been received processing will be initiated directly by qualified technical staff. Short term ensurance towards a functioning environment via workaround and, if possible, repairs resulting in a correction of the cause of error. For example: hardware component replacement, reconfiguration of software, resolving software defects with patches.
    Class 2
    The intended use, of a part of the system or a part of the contractual object, is functionally impaired. The problem has impact on the conduct of business and / or safety without exclusion of further processing.
    Function-based examples: faulty or inconsistent processing, noticeable undercutting of the agreed performance data due to a part of the system or a part of the contractual object, accumulation of short-term faults within operations.
    Measures: After written notification, to LANTECH or a subcontractor of LANTECH, has been received processing will be initiated directly by qualified technical staff. Mid term ensurance towards a functioning environment via workaround and, if possible, repairs resulting in a correction of the cause of error. For example: hardware component replacement, reconfiguration of software, resolving software defects with patches.
    Class 3
    The appropriate use, of a part of the system or a part of the contractual object is given without limitation. The failure has no, or only minor effects, on the conduct of business and / or safety. These „flaws“ or failures can be avoided by the customer or customer employees.
    Function-based examples: unwelcome gaps or additional output displayed on screen, documentation error or editorial faults.
    Measures: LANTECH or a subcontractor of LANTECH provides correction towards cause of error within a suitable period of time without priority.

    12.6 The customer is not entitled to use a part of the system or a part of the contractual object productively without written confirmation of acceptance testing. Should the customer use a part of the system or a part of the contractual object productively without written confirmation then this qualifies as having been accepted by the customer.

  13. Liability

    13.1 Claims for damages on the part of the Ordering Party for whatever legal reason are excluded. This does not apply where liability is mandatory in line with product liability legislation or in cases involving wilfull intent, gross negligence, non-provision of guaranteed properties or infringements of major contractual obligations, in particular death, physical injury or damage to health.

    13.2 Damages for the infringement of major contractual obligations are restricted to foreseeable damage / loss that is typical of such a contract unless a case as defined by Section 13.1., Clause 2, occurs.

    13.3 The above liability restrictions also apply to vicarious agents deployed by LANTECH.

    13.4 The above stipulations do not involve any change in the burden of proof to the disadvantage of the Ordering Party.

    13.5 In the event and for the duration of a case of force majeure, LANTECH will not be liable for provision of services. Considered acts of force majeure are, in particular, strike, war, natural catastrophes, lockout, delays or failure to deliver on the part of suppliers, to the extent that these are caused by an act of force majeure, official or judicial orders, assaults and attacks from the Internet as well as by users of the application itself (e. g. viruses, worms, “Denial of Service-Attacks”, Trojan horses) that LANTECH also could not have averted with the due diligence, in accordance with the circumstances of the case.

    13.6 The Customer is responsible for a regular backup of its data. In the event of a loss of data due to the fault of LANTECH, LANTECH will thus be exclusively liable for the costs for the duplication of the data of the safety copies to be created by the Customer and also for restoration of correctly backed-up, lost data.

    13.7 The Customer bears the burden of proof that LANTECH is responsible for the loss of data. For software installations, test systems are to be provided by the Customer; if the Customer would desire an installation on a live / productive system, LANTECH will not be liable for failures, to the extent that these were not wilfully or grossly negligently caused by LANTECH.

  14. Goods Returned

    Unless otherwise agreed or instructed, goods have to be returned at customer’s expense to LANTECH and are only accepted after our examination. Unless otherwise agreed, we accept return of goods only in case a return slip is included. The customer must obtain the return slip upon request in writing or by contacting us. Customer bears the risk of the return shipment of the goods, including any loss due to accident. We will charge a handling fee in case of goods returned for which the customer is responsible, especially, but not exclusively, if the customer refuses to accept delivery of the items.

  15. Arbitration, Steering committees

    The parties may agree, in the event of differences of opinion arising under or in connection with fulfilment of the contract, which they are unable to resolve themselves, to form a steering committee or bring the matter before an arbitration board, in order to resolve the dispute fully or partially in accordance with the arbitration proceedings. In order to make arbitration possible, both contracting parties shall reciprocally waive the statute of limitations for all claims relating to the contentious circumstances, beginning from the request for arbitration and for the duration of one month from the end of the arbitration proceedings. This waiver shall have the effect of suspending the period of limitation.

  16. Confidentiality

    LANTECH and the customer undertake, unless stipulated otherwise in the contract, to reciprocally keep all business and operational secrets and not pass them on to any third parties nor use the information in any way. Documentation, calculations and other information that the contracting partner holds as a result of the business relationship may only be used within the scope of the purpose of the contract.

  17. Software

    17.1 Any software included in our delivery that has been produced by a third party is subject to the provisions of the respective licensing agreement.

    17.2 Payment of any agreed license fee entitles the customer to a non exclusive and non transferable usage right only, and only in accordance with the current licensor usage rights as agreed upon by the customer.

    17.3 LANTECH guarantees only for there own software for a period of six (6) month after receipt of the software that it will essentially work in accordance with the accompanying documentation. This warranty does not apply, if the malfunction / failure of the software is due to an accident, abuse, improper use or a virus. The customer shall be aware that, according to the state of the art, errors in programs cannot be excluded.

    17.4 In the case of a justified lodging of a complaint, LANTECH reserves the right to carry out a total of three subsequent improvements or in case oft he final failure of subsequent improvements to concede the Client the right to conversion or reduction in price. The customer shall only have a right of repudiation or reduction if a program error should prove to be relevant and major for the entire performance picture and the defect cannot be solved through other features of the software.
    Any further warranty shall be explicitly excluded, in particular that the software is suitable for the customer’s purposes, as well as for damages caused directly or indirectly (e. g. profit losses, plant interruptions), as well as for the loss of data or damages caused in connection with the recovery of lost data, unless intent or gross negligence can be proven to LANTECH or its employees, respectively.
    LANTECH shall reserve the right to have changes made to the programs – even after delivery – which will improve the program’s performance and will not impair the other software.

  18. Evidence clause

    Data that is stored by LANTECH in electronic registers or in any other electronic form shall be regarded as admissible evidence in the proof of contractual agreements, data transfers and completed payments between the parties.

  19. Final Provisions

    19.1 All contractual agreements between the parties shall be governed exclusively by the law of the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG-“Vienna Sales Law”) is excluded.

    19.2 The place of performance (“Erfüllungsort”) is our business domicile in Klingenberg am Main.

    19.3 The exclusive place of jurisdiction for all disputes relating to the present and future business relationship between the parties shall be the Amtsgericht Obernburg a. M. / Zweigstelle Miltenberg a. M..

    19.4 Any amendments or additions to these Terms and Conditions must be made in writing. If not made in writing, they shall not be valid. This shall also apply to amendments to this clause requiring the written form.

    19.5 Should individual provisions of these conditions be or become partly or wholly invalid, this shall not affect the validity of the remaining provisions and clauses. In such a case LANTECH and the customer shall replace the invalid provision by a valid provision that corresponds as closely as possible to the intended purpose. The same shall apply to the filling of gaps in the contract.

LANTECH DOCUMENT SOLUTIONS GMBH • (c) Copyright 2016

CERTITEX

These General Terms and Conditions shall apply to CERTITEX.

Contact details:

CERTITEX
Certified IT Expert

Johannisstr. 1
63930 Neunkirchen-Richelbach
Germany

Phone: +49 9378 / 970 99 – 97
E-Mail: contact@certitex.eu

  1. Object of these Terms and Conditions, scope of application

    1.1 These General Terms and Conditions, hereinafter “T&Cs” shall apply to all contracts entered into between CERTITEX and its private-/business customer, as well as for all other agreements that are made within the scope of these T&Cs, unless the parties have made any alternative agreements in writing. Contracts provided for by these T&Cs between CERTITEX and its customers can also include delivery of hardware and software. CERTITEX shall not recognise any conflicting T&Cs of the customer. In the event that the customer does not wish to accept these T&Cs, it must notify CERTITEX in writing in advance.

    1.2 These T&Cs shall not apply to future contracts, in the event that CERTITEX has made amended terms and conditions available prior to the signing of the contract; in this case, the amended Terms and Conditions shall apply. In all other cases, all supplementary agreements and modifications to the contract must be made in writing in order to be valid. With the release by CERTITEX of these Terms and Conditions, all previous terms and conditions used by CERTITEX for contracts shall hereby be invalid. For contracts that are effective before this time, however, the previous terms and conditions that were applicable at the time the contract was signed shall remain valid.

  2. Contract conclusion (Offer and order acknowledgement)

    2.1 If the order of the customer has been preceded by our offer, the contract is concluded upon our acknowledgement of the order being placed. If the order deviates from our offer, the contract is concluded only upon our acknowledgement of the order. Our offers shall in any case be non-binding and subject to due delivery by our suppliers.

    2.2 If the customer submits an offer to us, the contract is only deemed consummated upon delivery of our order acknowledgement or invoice or upon delivery of the goods to the customer. Our order acknowledgement resp. invoice is decisive for the scope and the content of the contract.

    2.3 For credit checks, CERTITEX will, in justifiable cases, exchange address and credit data with credit service companies.

    2.4 The information contained in prospectuses and catalogues such as illustrations, drawings, weights and dimensions are non-binding unless we have expressly referred to them as binding. The features specified above shall particularly not be regarded as guarantee of quality and durability of any type.

    2.5 Small discrepancies from the product details are considered as approved, provided that they are not unreasonable for the contractual partner.

  3. Customer’s obligation to cooperate

    3.1 The customer shall provide CERTITEX with the required level of support while the service is being rendered.

    3.2 The responsibility shall rest on the customer for any adequate and professional preparations required for the provision of services by CERTITEX, e.g. making information and documentation available, providing any licences/software required for the service, the electricity supply of the hardware required, or access to the hardware. In the event of any disruption thereto, the customer undertakes to rectify this at its own cost, prior to the start of services.

    3.3 Ordered or delivered goods can be subject to (re-)export restrictions, in particular in the USA or the UK. In this regard, the provided export restrictions are to be observed by the respective manufacturers toward the Customer. The Customer must also oblige his purchasers to pay attention to the aforementioned regulations. The Customer will provide CERTITEX with all information and declarations that CERTITEX requires for the fulfilment of its obligations in accordance with the national or international import, respectively export provisions.

  4. Right to documentation and physical results of the Services

    4.1 Tender documentation (product descriptions, sample documents, etc.) shall remain the property of CERTITEX and must not be duplicated nor passed on to any third parties without CERTITEX’s consent. The copyright for these documents is held exclusively by CERTITEX. The documentation may only be passed on with CERTITEX’s consent.

    4.2 Unless otherwise stated in the respective contract, CERTITEX shall grant the customer the non-exclusive, permanent, irrevocable and non-transferable right to use the physical results of performance insofar as such results form the purpose and scope of application of the contract. These rights shall extend to the agreed intermediate results and accessories. Any deviation from the above provisions for use shall require contractual agreement.

  5. Change of Services

    5.1 The customer may, after the contract has been entered into, change the scope of the contract, within the limits of CERTITEX’s capabilities, unless it is unreasonable or unfeasible for CERTITEX. The revision procedure shall be documented.

    5.2 CERTITEX shall review the change request and inform the customer of whether this amendment is unreasonable or unfeasible within ten days. If the amendment request is both reasonable and feasible, CERTITEX shall notify the customer at the same time of whether or not a comprehensive review is required.

    5.3 In the event that a comprehensive review of the change request is required, CERTITEX shall at the same time submit a corresponding review offer with information regarding the cost.
    The customer shall, within 10 days, either accept or reject the comprehensive review of the change request. If a comprehensive review of the change request is not required, CERTITEX shall either submit a realisation offer with details regarding the performance period, planned dates, and effects on the remuneration or agree the implementation of the requested changes. The customer shall agree to or decline CERTITEX realisation offer within 10 days of receipt. Changes of service agreed upon must be documented through an appropriate adjustment to the agreement, and shall be binding.

    5.4 Customers and CERTITEX may agree that the services affected by the change request shall be suspended until the necessary amendment of the contractual agreement has been made. Such an agreement must be made in writing.

  6. Liability for Material Defects

    6.1 As a general principle, the properties and operating conditions for the contract hardware and software are described in the performance specifications of the respective manufacturer or their technical releases and specifications. CERTITEX itself does not assume any warranty within the meaning of the law, unless others expressly agreed. These are exclusively defined by the provisions and licensing regulations of their respective manufacturers.

    6.2 For private customers the legally prescribed guarantee period of 2 years is valid, beginning with the passing of risk.
    The warranty period for the merchants after delivery of new products is 1 year, for second-hand products, it is 6 month and commences with the passing of risk.

    6.3 After receipt of the ordered goods or after service provision, the Customer is required to inspect the ordered products or other performances of CERTITEX immediately, at the latest, however, within two weeks after receipt of the goods or after acceptance of the service. This is to be done so as to ensure completeness and the absence of any defects. If prompt notification of a defect is omitted (deadline of two weeks), the goods, respectively the performance, shall be considered to have been properly and fully delivered, unless the defect is one that was not recognisable upon inspection. Following the expiry of the time limit, the assertion of the rights of warranty for recognisable defects shall be excluded. The Customer shall bear the full onus of proof for all eligibility requirements, in particular for the defect itself, regarding the time of establishing the defect and the timely notification as regards the filing of a complaint pertaining to said defects. At least the valid liability of verification and reproval for merchants related to §§ 377 HGB are not challenged.

    6.4 In the event of a significant defect, CERTITEX is afforded the choice of rectification or replacement. Parts that are exchanged so as to satisfy the supplementary performance shall become the property of CERTITEX without compensation. If CERTITEX should fail to rectify the reprimanded defects within a reasonable grace period that has been provided in writing, or if CERTITEX should fail to remedy the defects despite two repair attempts, the Customer is entitled either to withdraw from the respective individual purchase contract for a device or to demand a reasonable reduction, or the payment of damages. The liability regulations of subsection 13 shall apply. However, in the event of a minor contravention of contract, in particular in the event of defects that are only considered minor, the Customer is not entitled to the right of withdrawal. Warranty rights expire in one year after receipt of the goods, unless a case of fraud exists or in the event of explicit assumption of warranty by CERTITEX.

    6.5 Should the Customer fail to comply with operating or maintenance instructions; if amendments are made to the products, parts are exchanged, consumable materials are used that do not comply with the original specifications; if additional devices have been installed that have not been authorised by CERTITEX, or if repairs have been made by persons who have not been authorised by CERTITEX, so any warranty shall become null and void, unless the Customer is successful at proving that the reprimanded defects are not attributable to the
    aforementioned.

    6.6 CERTITEX may refuse supplementary performance until the Customer has paid the agreed remuneration minus an amount equivalent to the supplementary performance that is yet to be performed (but no more than three times the costs necessary to rectify the defect, determined by CERTITEX).

    6.7 The customer shall work with CERTITEX in the limitation and removal of defects. The customer shall provide CERTITEX with verifiable documentation regarding the type and occurrence of faults or other documents highlighting the faults. In the event that the customer does not fulfil this obligation, CERTITEX shall be entitled to refuse supplementary
    performance.

    6.8 CERTITEX must be informed in writing abaut any faults which occur during the guarantee period by the customer.
    Before performance of the warranty, the complained object must be made available to use for examination of the defect, at our option in your company or by sending it to us. Seller’s warranties lapse if the contractual partner refuses to allow inspection of the defect and such refusal shall release CERTITEX from its seller’s warranties.

    6.9 In the event that the customer makes a claim to CERTITEX because of a fault and it becomes apparent that there is either no fault or that the fault results from circumstances that do not justify an assertion of fault, the customer shall compensate CERTITEX for the resulting financial damages.

    6.10 In the event that the customer has made a defect claim, this shall have no influence on any further contracts between CERTITEX and the customer.

    6.11 The limitation period for defect claims shall be one year. For claims relating to defects of hardware or software, the limitation period shall begin on delivery of the hardware or software to the customer. For claims for defects in services, the warranty period shall begin with the acceptance of the service. Commercial inspection and requirements shall remain unaffected.

    6.12 Only the Customer, as the immediate contractual partner of CERTITEX, is entitled to warranty rights and these rights are not assignable.

    6.13 The sale of used products ensues to the exclusion of any materials defect liability, whatsoever.

  7. Manufacturer’s Warranty

    7.1 Should the manufacturer of the goods forming the subject of this contractual agreement, provide a warranty – generally speaking a dependent warranty, then CERTITEX will pass this warranty on to the Customer. The Customer shall be responsible for passing on to the manufacturer the thus required warranty cards or other comparable registration records in accordance with the respective manufacturer specifications. The scope of the warranty provided by the manufacturer, should one have been provided, is found in the performance description, where appropriate, in conjunction with the warranty card of the manufacturer.

    7.2 In order to preserve the entitlement to warranty claims, the Customer shall take up contact with the manufacturer directly in the event of the occurrence of defects falling within the warranty. So as not to risk the entitlement to such claims, the Customer shall pay attention to the warranty terms of the manufacturer, in particular with regard to the intactness of the goods, reporting method and the like. As for the remainder, sub-section 6 shall apply.

  8. Retention of Title and Assignment in Advance

    8.1 We shall retain the title to the delivered item until all of our claims against the purchaser arising from the commercial relationship, including claims arising in the future from contracts concluded at the same time or subsequently, have been settled. In the event of behaviour in breach of the contract by the purchaser, especially default on payment, we shall be entitled to take back the item for purchase. In this case, the purchaser shall be obliged to assign any claims for surrender against third parties to us. Our taking back of the
    item for purchase shall not constitute a rescission of the contract, unless we had expressly declared this in writing. If the goods are still on the purchaser’s premises, the purchaser shall allow us irrevocably to enter the rooms where our property is held so that we can take it back. In addition, the purchaser shall allow us irrevocably to enter those rooms where our property is stored at any time for inspection purposes. Our seizure of the item for purchase shall always constitute a rescission of the contract. We shall be authorised to realise
    the item for purchase after we have taken it back, and the realisation proceeds must be set off against the liabilities of the purchaser – less reasonable realisation costs.

    8.2 The purchaser is obliged to handle the item for purchase with care; in particular, he is obliged to insure it adequately against fire, water and theft damage at his own expense for its value as new. If maintenance and inspection work is required, the purchaser must carry this out in good time at his own expense. The purchaser shall hold the (co-) property for us free of charge.

    8.3 Pursuant to the preceding prerequisites, the Goods shall remain the property of CERTITEX. The Customer shall be entitled to sell or process the reserved property within the scope of the proper course of business as long as the Customer is not in default. Pledging or collateral assignments are inadmissible. Already at the time of conclusion of the contract between CERTITEX and the Customer, the Customer, as security, assigns to CERTITEX, to the full extent, claims resulting from resale or another legal argument concerning the reserved product (e.g. insurance, prohibited action) with respect to all balance claims arising in the current account. The Customer is entitled and obliged to collect the assigned debts. In the event of payment default on the part of the Customer, CERTITEX can recall the direct debit authorisation at any time and give the Customer’s purchasers notification of the assignment and shall be entitled to repossess the goods or, where necessary, demand the assignment of the customer’s claim for return against third parties.

    8.4 Processing and conversion of the goods subject to reservation shall occur for us, without obligating us. With the processing, combination, commingling of the goods subject to reservation with other goods by the customer, we shall be entitled to co-ownership in the new goods in the relationship of the invoice value of the goods subject to the reservation compared to the invoice value of the other used goods. Should our ownership be dissolved by combination, commingling or processing, then the customer transfers to us already now the ownership or expectancy rights to which he is entitled in the new product or the goods to the extent of the invoice value of the goods subject to the reservation, in the case of the processing in the relationship of the invoice value to the invoice value of the other used goods and shall store the goods subject to reservation at no cost to us.

    8.5 In the event of access of third parties to the reserved property, in particular pledges, the Customer shall notify them that this is the property of CERTITEX and notify CERTITEX without delay so that it can assert its property rights. As far as the third party is not in a position to refund CERTITEX the judicial or extrajudicial expenses of our prosecution that are incurred in this context, the Customer shall be liable for these expenses.

    8.6 In the event of behavior on the part of the Customer that is contrary to agreement – in particular with regard to payment default – CERTITEX is entitled to take back the reserved property or, if necessary, demand the Customer’s surrender claims against third parties. The withdrawal as well as pledging of the goods subject to retention by CERTITEX does not mean withdrawal from the contract.

    8.7 The Customer is obliged to provide the necessary information for the collection of the claims and to hand out the documents required for this. Costs arising from this which can not be collected by the respective third parties are charged to the customer’s account.

  9. Delivery and Performance Conditions

    9.1 A delivery date will be determined in accordance with the anticipated performance capability of CERTITEX and is subject to the timely self-delivery and unforeseen circumstances and hindrances, regardless of whether these occur at CERTITEX or with the manufacturer, in particular force majeure, governmental measures, refusal to be granted official permissions, strikes of any kind, sabotage, war, terror, shortage of raw materials, non-culpable delay in material deliveries. In the case of such events, the delivery date shall be extended
    accordingly, and this shall also apply even if these events occur when delivery is already overdue. In that case, any extension granted by the customer shall also be extended for the duration of the unforeseen event. CERTITEX reserves the right to withdraw from the contract if, as a result of the aforementioned events, the delivery or performance is delayed by more than six weeks and this does not fall within the responsibility of CERTITEX. In this event, CERTITEX will inform the Customer without delay and any already realised counterperformances will be reimbursed.

    9.2 Should CERTITEX experience a delivery delay of more than four weeks, the Customer can withdraw from the contractual agreement, subject to the condition that it has first offered a written, adequate extension.

    9.3 More far-reaching claims shall be excluded, as far as legally admissible.

    9.4 If delivery or execution is delayed, due to circumstances that are in the responsibility of the Customer, CERTITEX can demand reimbursement of the damages arising from this, including additional expenditures.

    9.5 CERTITEX is entitled to reasonable partial deliveries and partial services.

    9.6 As a fundamental principle, CERTITEX provides services within the normal business hours on Monday – Thursday between 08:30 and 17:00 and Friday between 08:30 and 16:00, not, however, during national holidays, unless this has been expressly agreed. Additional consultation services and other services outside of these hours will be provided with separate remuneration, due to separate commissioning.

    9.7 The customer is responsible for all shipping and insurance charges. CERTITEX may choose the dispatch route and the type of dispatch at CERTITEX´s own discretion. The customer is required inspect the product and packaging immediately upon delivery and inform CERTITEX in writing about any recognizable damages to the product and packing which may result from shipping. The same is true for hidden damages. If the customer does not file a damage claim with CERTITEX and if CERTITEX in consequence is unable to transfer the claim to it’s
    the insurance or the sub-supplier, the customer is liable for the full costs which result from that breach of responsibility. The risk is transferred to the customer as soon as the product leaves the factory or the storage of CERTITEX.

    9.8 The packaging of the goods always takes place by the manufacturer. The purchaser bears the costs for packaging and disposal.

  10. Prices, Terms and conditions of payment and Offset

    10.1 Our prices are ex works or warehouse and do not include packaging, freight, postage, indexation and transport insurance unless agreed otherwise. The value added tax has to be paid on top. In the case of any agreed delivery abroad, the customer bears the cost of customs clearance. Discount, rebates and bonuses are only granted if specifically agreed in writing.

    10.2 In the event that in the time between contract conclusion and delivery there is an increase in costs which is not attributable to us, including but not limited to the costs for wages (e.g. as a result of collective bargaining), primary material, energy, freight or public charges, the agreed price can be reasonably increased in conformity with the influence of these cost aspects but without a mark-up unless the customer sells the goods to a consumer.

    10.3 Our prices are calculated on the basis of the agreed order quantities. If no binding order quantities have been agreed, our calculation is based on the agreed target quantities. If the target quantity is not reached, we are entitled to reasonably increase the price per unit.et prices for the delivery of goods are quoted inclusive of normal packaging, plus shipping costs, to the extent that this is not expressly stated otherwise.

    10.4 Payment has to be made in euros by remittance to the bank designated by us, without deduction and without charge of costs and expenses. If, due to a special written arrangement, payment is made in another currency, the decisive exchange rate is the EURO reference rate of the European Central Bank valid at the time of maturity.

    10.5 If service performances are agreed to outside of the offer for hardware products such as, for instance, assembly, system integration or service performances to hard- and software, like hardware maintenance or software support, these will be separately calculated in accordance with the current service conditions of CERTITEX at the time of service provision, unless expressly stipulated otherwise. To the extent that nothing to the contrary has been agreed, the costs for arrival as well as expenses will be charged in accordance with the
    actually incurred costs, upon presentation of evidence. Apart from that, the respective conditions shall apply for further service offers.

    10.6 All payment shall be made immediately upon receipt of invoice, without deductions. Further contract provisions shall be made on an individual basis. Payment with a bill of exchange shall require prior written agreement from CERTITEX. Discount charges and other exchange costs shall be borne by the customer.

    10.7 CERTITEX shall be entitled to issue partial invoices, in accordance with the stage of completion. Further regulations can be found in the relevant single agreement between CERTITEX and the contractual partner.

    10.8 In the event that the customer falls fully or partially into arrears on its payment or purchase commitments, all agreed discounts shall be withdrawn, without substitution. In the event that the customer defaults on any payments, either in full or in part, all amounts outstanding at this point shall fall due for payment immediately. In commercial business relationships we first charge nterest from the due date in the amount of 5 percentage points p.a. and from the time of the occurrence of default in the amount of 8 percentage points p.a. above the base interest rate valid at the time. Also in the case of delay of payment, CERTITEX is entitled to withhold further deliveries and services.

    10.9 The customer shall only be entitled to offset amounts against the invoice in the event that its counterclaims have been established as legally binding, are undisputed or have been recognised by CERTITEX. It shall be only entitled to exercise a right of retention if its counterclaim is based on the same contractual relationship.

    10.10 The assignment of claims receivable of the Customer against CERTITEX to third parties is only permissible with the approval of CERTITEX.

  11. Performance date, Delay

    11.1 The performance date shall only be considered as agreed in the event that it has been agreed in writing between CERTITEX and the customer. The performance date shall begin with this agreement, or, if the customer is obliged to pay a deposit, with the payment of the deposit into a CERTITEX business account. Delivery dates and deadlines shall be newly agreed in the event that changes to the contract are made at a later date or because compliance is not possible as a result of force majeure or unforeseen events such as riots, disruptions to operations, strikes, lockouts or delayed delivery from the manufacturer.

    11.2 Adherence to time limits and dates by CERTITEX presupposes that the customer adheres to its contractual obligations and other contractually agreed cooperation promptly and in full. In the event that the customer does not comply with its obligations and CERTITEX’s adherence to terms and dates is directly or indirectly affected by such a commitment of the customer, the time limits and deadlines shall be extended upon the request of CERTITEX at least by the length of time of the delay plus a reasonable restart period. In such cases, the fact must be taken into account that CERTITEX shall always use its staff and other resources to maximum capacity.

  12. Acceptance of work

    12.1 In the event that CERTITEX carries out services that have a specific aim (hereinafter:”Works”), the following regulations shall apply in addition to the legal provisions.

    12.2 Works shall require acceptance by the customer, which shall be issued in the presence of both parties.

    12.3 CERTITEX shall notify the customer in writing of readiness for acceptance of work. The contracting parties shall begin the acceptance testing without delay, within five days from the notification of readiness for acceptance, unless otherwise agreed in the contract by the contractual partners.

    12.4 With regard to acceptance testing, CERTITEX shall produce a written report, the accuracy of which shall be confirmed immediately through signature by a commissioned customer staff member responsible for acceptance. In the event that the customer has not returned a signed detailed description of why the report is not accurate within 5 business days, the assessment found in the report shall be considered as approved and accepted. The report shall contain descriptions of any confirmed faults, classified by type of fault as noted in clause 12.5, and include any reason(s) for rejection. Should the report identify faults as class 1 errors, and therefore subsequently prevent customer acceptance, a renewed acceptance review will commence as soon as CERTITEX has rectified the error and the service in question has once again been made available for acceptance. Minor discrepancies, classified as error class 2 and 3 through clause 12.5, do not substantiate acceptance refusal by the customer. The responsibility of error rectification by CERTITEX, as agreed upon by these terms of business, remain unaffected.

    12.5 Error classes
    Class 1
    The intended use, of a part of the system or a part of the contractual object, is not possible or unreasonably restricted. The problem has serious impact on the conductability of business and / or safety. These are primarily failures that hinder further processing.
    Function-based examples: system outage without recovery, loss of data / data destruction, incorrect results through processing of time-critical extensive data volumes.
    Measures: After written defect notification, to CERTITEX or a subcontractor of CERTITEX, has been received processing will be initiated directly by qualified technical staff. Short term ensurance towards a functioning environment via workaround and, if possible, repairs resulting in a correction of the cause of error. For example: hardware component replacement, reconfiguration of software, resolving software defects with patches.
    Class 2
    The intended use, of a part of the system or a part of the contractual object, is functionally impaired. The problem has impact on the conduct of business and / or safety without exclusion of further processing.
    Function-based examples: faulty or inconsistent processing, noticeable undercutting of the agreed performance data due to a part of the system or a part of the contractual object, accumulation of short-term faults within operations.
    Measures: After written notification, to CERTITEX or a subcontractor of CERTITEX, has been received processing will be initiated directly by qualified technical staff. Mid term ensurance towards a functioning environment via workaround and, if possible, repairs resulting in a correction of the cause of error. For example: hardware component replacement, reconfiguration of software, resolving software defects with patches.
    Class 3
    The appropriate use, of a part of the system or a part of the contractual object is given without limitation. The failure has no, or only minor effects, on the conduct of business and / or safety. These „flaws“ or failures can be avoided by the customer or customer employees.
    Function-based examples: unwelcome gaps or additional output displayed on screen, documentation error or editorial faults.
    Measures: CERTITEX or a subcontractor of CERTITEX provides correction towards cause of error within a suitable period of time without priority.

    12.6 The customer is not entitled to use a part of the system or a part of the contractual object productively without written confirmation of acceptance testing. Should the customer use a part of the system or a part of the contractual object productively without written confirmation then this qualifies as having been accepted by the customer.

  13. Liability

    13.1 Claims for damages on the part of the Ordering Party for whatever legal reason are excluded. This does not apply where liability is mandatory in line with product liability legislation or in cases involving wilfull intent, gross negligence, non-provision of guaranteed properties or infringements of major contractual obligations, in particular death, physical injury or damage to health.

    13.2 Damages for the infringement of major contractual obligations are restricted to foreseeable damage / loss that is typical of such a contract unless a case as defined by Section 13.1., Clause 2, occurs.

    13.3 The above liability restrictions also apply to vicarious agents deployed by CERTITEX.

    13.4 The above stipulations do not involve any change in the burden of proof to the disadvantage of the Ordering Party.

    13.5 In the event and for the duration of a case of force majeure, CERTITEX will not be liable for provision of services. Considered acts of force majeure are, in particular, strike, war, natural catastrophes, lockout, delays or failure to deliver on the part of suppliers, to the extent that these are caused by an act of force majeure, official or judicial orders, assaults and attacks from the Internet as well as by users of the application itself (e. g. viruses, worms, “Denial of Service-Attacks”, Trojan horses) that CERTITEX also could not have averted with the due diligence, in accordance with the circumstances of the case.

    13.6 The Customer is responsible for a regular backup of its data. In the event of a loss of data due to the fault of CERTITEX, CERTITEX will thus be exclusively liable for the costs for the duplication of the data of the safety copies to be created by the Customer and also for restoration of correctly backed-up, lost data.

    13.7 The Customer bears the burden of proof that CERTITEX is responsible for the loss of data. For software installations, test systems are to be provided by the Customer; if the Customer would desire an installation on a live / productive system, CERTITEX will not be liable for failures, to the extent that these were not wilfully or grossly negligently caused by CERTITEX.

  14. Goods Returned

    Unless otherwise agreed or instructed, goods have to be returned at customer’s expense to CERTITEX and are only accepted after our examination. Unless otherwise agreed, we accept return of goods only in case a return slip is included. The customer must obtain the return slip upon request in writing or by contacting us. Customer bears the risk of the return shipment of the goods, including any loss due to accident. We will charge a handling fee in case of goods returned for which the customer is responsible, especially, but not exclusively, if the customer refuses to accept delivery of the items.

  15. Arbitration, Steering committees

    The parties may agree, in the event of differences of opinion arising under or in connection with fulfilment of the contract, which they are unable to resolve themselves, to form a steering committee or bring the matter before an arbitration board, in order to resolve the dispute fully or partially in accordance with the arbitration proceedings. In order to make arbitration possible, both contracting parties shall reciprocally waive the statute of limitations for all claims relating to the contentious circumstances, beginning from the request for arbitration and for the duration of one month from the end of the arbitration proceedings. This waiver shall have the effect of suspending the period of limitation.

  16. Confidentiality

    CERTITEX and the customer undertake, unless stipulated otherwise in the contract, to reciprocally keep all business and operational secrets and not pass them on to any third parties nor use the information in any way. Documentation, calculations and other information that the contracting partner holds as a result of the business relationship may only be used within the scope of the purpose of the contract.

  17. Software

    17.1 Any software included in our delivery that has been produced by a third party is subject to the provisions of the respective licensing agreement.

    17.2 Payment of any agreed license fee entitles the customer to a non exclusive and non transferable usage right only, and only in accordance with the current licensor usage rights as agreed upon by the customer.

    17.3 CERTITEX guarantees only for there own software for a period of six (6) month after receipt of the software that it will essentially work in accordance with the accompanying documentation. This warranty does not apply, if the malfunction / failure of the software is due to an accident, abuse, improper use or a virus. The customer shall be aware that, according to the state of the art, errors in programs cannot be excluded.

    17.4 In the case of a justified lodging of a complaint, CERTITEX reserves the right to carry out a total of three subsequent improvements or in case oft he final failure of subsequent improvements to concede the Client the right to conversion or reduction in price. The customer shall only have a right of repudiation or reduction if a program error should prove to be relevant and major for the entire performance picture and the defect cannot be solved through other features of the software.
    Any further warranty shall be explicitly excluded, in particular that the software is suitable for the customer’s purposes, as well as for damages caused directly or indirectly (e. g. profit losses, plant interruptions), as well as for the loss of data or damages caused in connection with the recovery of lost data, unless intent or gross negligence can be proven to CERTITEX or its employees, respectively.
    CERTITEX shall reserve the right to have changes made to the programs – even after delivery – which will improve the program’s performance and will not impair the other software.

  18. Evidence clause

    Data that is stored by CERTITEX in electronic registers or in any other electronic form shall be regarded as admissible evidence in the proof of contractual agreements, data transfers and completed payments between the parties.

  19. Final Provisions

    19.1 All contractual agreements between the parties shall be governed exclusively by the law of the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG-“Vienna Sales Law”) is excluded.

    19.2 The place of performance (“Erfüllungsort”) is our business domicile in Neunkirchen-Richelbach.

    19.3 The exclusive place of jurisdiction for all disputes relating to the present and future business relationship between the parties shall be the Amtsgericht Obernburg a. M. / Zweigstelle Miltenberg a. M..

    19.4 Any amendments or additions to these Terms and Conditions must be made in writing. If not made in writing, they shall not be valid. This shall also apply to amendments to this clause requiring the written form.

    19.5 Should individual provisions of these conditions be or become partly or wholly invalid, this shall not affect the validity of the remaining provisions and clauses. In such a case CERTITEX and the customer shall replace the invalid provision by a valid provision that corresponds as closely as possible to the intended purpose. The same shall apply to the filling of gaps in the contract.

CERTITEX • (c) Copyright 2016