These General Terms and Conditions apply to CERTITEX.

Contact:

CERTITEX
Certified IT Expert

Johannisstr. 1
63930 Neunkirchen-Richelbach
Germany

phone: +49 9378 / 970 99 – 97
e-mail: contact@certitex.eu

1. Subject matter of these terms and conditions, scope of application

   1.1 These General Terms and Conditions, hereinafter referred to as “GTC”, shall apply to contracts concluded between CERTITEX and private/business customers as well as to all other agreements made within the scope of this business relationship, unless the parties agree otherwise in writing.
   Contracts within the meaning of these GTC between CERTITEX and the customer may also include the delivery of hardware and software. CERTITEX does not recognize any deviating general terms and conditions of the customer. In the event that the customer does not wish to accept these GTC, he shall notify CERTITEX thereof in writing in advance.

   1.2 These GTC shall not apply to future contracts if CERTITEX provides amended terms and conditions prior to the conclusion of such contracts; then the amended terms and conditions shall apply.
   In all other cases, collateral agreements and amendments to the contract must be confirmed in writing by CERTITEX to be effective. Upon release of these terms and conditions by CERTITEX, all terms and conditions previously used by CERTITEX for contracts shall cease to be effective for the future. However, the older terms and conditions on which they are based shall continue to apply to contracts already validly concluded prior to this date.

2. Conclusion of contract (offer and order)

   2.1 If the order by the customer is preceded by our offer, the contract shall be concluded by confirmation of the order. If the customer’s order deviates from our offer, the contract shall only be concluded upon our confirmation of the order. In any case, our offers are subject to change without notice and are subject to self-delivery.

   2.2 If the customer submits an offer to us, the contract shall only be concluded upon receipt of our order confirmation or invoice or upon delivery of the goods to the customer.
   Our order confirmation or invoice is decisive for the scope and content of the contract.

   2.3 For the purpose of checking creditworthiness, CERTITEX exchanges address and creditworthiness data with credit service companies in justified cases.

   2.4 The information contained in brochures and catalogs, such as illustrations, drawings, weights and dimensions, are non-binding unless we have expressly designated them as binding. In particular, the aforementioned information does not constitute a guarantee of quality and durability of any kind.

   2.5 Minor deviations from the product specifications shall be deemed to be approved, provided they are not unreasonable for the contractual partner.

3. Cooperation obligations of the customer

   3.1 The Principal shall support CERTITEX in the provision of the Service to the extent necessary.

   3.2 The proper and professional preparation of the service to be provided by CERTITEX, which is necessary for the provision of the service, such as the provision of information and documents, licenses/software required for the service, the power supply of the required hardware or access to the hardware in case of a malfunction, shall be the responsibility of the customer and shall be carried out at its expense in due time before the agreed start of the service.

   3.3 Ordered or delivered goods may be subject to (re-)export restrictions, in particular of the USA or the UK. For this purpose, the export restrictions notified by the respective manufacturer must be observed by the customer. The customer must oblige his customers to also observe the aforementioned regulations. The customer shall provide CERTITEX with all information and declarations required by CERTITEX to fulfill its obligations under national or international import or export regulations.

4. Rights to documents and embodied service results

   4.1 Offer documents (product descriptions, sample documents, etc.) shall remain the property of CERTITEX and may not be reproduced or disclosed to third parties without the consent of CERTITEX. CERTITEX alone is entitled to copyright exploitation rights to these documents. Any disclosure may only be made with the consent of CERTITEX.

   4.2 Unless otherwise provided for in the respective contract, CERTITEX grants the principal the non-exclusive, perpetual, irrevocable and non-transferable right to use the embodied service results provided under the contract, to the extent that this results from the purpose and scope of use of the contract. These rights include the agreed intermediate results and tools. Deviations from these usage regulations require agreement in the contract.

5. Change of service

   5.1 After conclusion of the contract, the client may request changes in the scope of services within the scope of CERTITEX’s capability, unless this is unreasonable or impracticable for CERTITEX. The amendment procedure shall be documented.

   5.2 CERTITEX shall examine the change request of the principal and inform the principal within ten working days whether the change request is not reasonable or not feasible for him. If the request for change is reasonable and feasible, he shall at the same time advise whether or not extensive testing is required.

   5.3 If an extensive examination of the change request is required, CERTITEX shall at the same time submit a corresponding examination offer with details of the remuneration. Within 10 working days, the Client shall either place or refuse the audit order. If an extensive examination of the change request is not necessary, CERTITEX shall either submit a realization offer specifying the period of performance, planned dates and effects on the remuneration or agree on the realization of the requested changes. The client shall accept or reject the realization offer CERTITEX within ten working days from the date of receipt of the realization offer. Agreed changes in performance shall be documented in a binding manner by means of a corresponding amendment to the contract.

   5.4 The client and CERTITEX may agree that the services affected by the change request shall be interrupted until the necessary adjustment of the contractual agreements. Any such agreement shall be in writing.

6. Liability for material defects

   6.1 The properties and the conditions of use for the contractual hardware and software shall generally result from the performance descriptions of the respective manufacturer or its technical releases and specifications. CERTITEX itself does not provide any warranty in the legal sense, unless expressly agreed otherwise. In this respect, the corresponding special provisions and license conditions of the respective manufacturer of the products that are the subject matter of the contract shall expressly apply.

   6.2 For private customers, the statutory warranty period of 2 years shall apply, beginning with the transfer of risk.
   The warranty period for merchants is 1 year for the delivery of new goods and 6 months for the delivery of used goods and begins with the transfer of risk.

   6.3 The customer shall inspect ordered goods or other services of CERTITEX for completeness and any defects without undue delay after receipt or performance of the service and shall notify CERTITEX in writing of any defects without undue delay, but no later than within two weeks after receipt of the goods or acceptance of the service. In the absence of an immediate complaint (two-week period), the goods or the service shall be deemed to have been properly and completely delivered or provided, unless the defect was not recognizable during the inspection. After the expiry of the two-week period, the assertion of warranty rights for visible defects is excluded. The customer shall bear the full burden of proof for all prerequisites for a claim, in particular for the defect itself, for the time of discovery of the defect and for the timeliness of the notice of defect. The statutory duties of inspection and notification of defects pursuant to § 377 of the German Commercial Code (HGB) applicable to merchants shall remain unaffected.

   6.4 In the event of a material defect, CERTITEX shall, at its option, remedy the defect or make a subsequent delivery. Parts replaced for the purpose of subsequent performance shall become the property of CERTITEX without compensation. If CERTITEX fails to remedy notified defects within a reasonable grace period set in writing or if two attempts to remedy the defect fail, the customer shall be entitled either to withdraw from the respective individual purchase contract for a device, to demand a reasonable reduction in price or to claim damages. The liability rules of Clause 13 shall apply. However, in the event of only a minor breach of contract, in particular in the event of only minor defects, the customer shall not be entitled to withdraw from the contract. Warranty rights shall become statute-barred one year after receipt of the goods, unless it is a case of fraudulent intent or a warranty expressly assumed by CERTITEX.

   6.5 If operating or maintenance instructions are not followed by the customer, if modifications are made to the products, if parts are replaced, if consumables are used that do not comply with the original specifications, if additional equipment not approved by CERTITEX is attached or if repairs are carried out by persons not authorized by CERTITEX, any warranty shall lapse unless the customer proves that the defects complained of are not attributable to this.

   6.6 CERTITEX may refuse subsequent performance until the customer has paid CERTITEX the agreed remuneration less a reasonable part in view of the outstanding subsequent performance (not exceeding three times the costs of remedying the defect to be expected as determined by CERTITEX).

   6.7 The customer shall cooperate in the containment and elimination of defects. The customer is obliged to provide CERTITEX with verifiable documents on the type and occurrence of defects as well as other documents illustrating the defects. If the customer does not comply with this obligation, CERTITEX may refuse subsequent performance.

   6.8 The customer shall immediately notify CERTITEX in writing of any defects occurring during the warranty period.
   Before carrying out the warranty, it is necessary that we are provided with the complained item for the examination of the defect, at our discretion, either at your premises or by sending it to us. The warranty obligation shall not apply if the contractual partner refuses the inspection and thus releases CERTITEX from its warranty obligation.

   6.9 If the customer has made a claim against CERTITEX for alleged defects and if it turns out that either there is no defect or that the defect is due to a circumstance which does not entitle the customer to make a claim for defects, the customer shall reimburse CERTITEX for the costs incurred thereby.

   6.10 If the customer asserts claims for defects, this shall not affect any other contracts existing between CERTITEX and the customer.

   6.11 The limitation period for claims for defects by the customer shall be one year. In the case of claims due to defects in the hardware or software, the limitation period shall begin with the delivery of the hardware and software to the customer. In the case of claims due to defects in work performance, the limitation period shall commence upon acceptance of the respective work performance. The customer’s commercial obligations to examine the goods and to give notice of defects shall remain unaffected.

   6.12 Warranty rights shall only be available to the customer as the direct contractual partner of CERTITEX and shall not be assignable.

   6.13 The sale of used products shall be made to the exclusion of any liability for material defects.

7. Manufacturer warranty

   7.1 If the manufacturer of the goods which are the subject matter of the contract provides a – usually dependent – warranty in this respect, CERTITEX shall pass this warranty on to the customer. The customer is responsible for submitting the warranty cards or other comparable notification documents required for this purpose to the manufacturer in accordance with the respective manufacturer’s specifications. The scope of the warranty, if any, issued by the manufacturer shall be determined by the performance description, if applicable, in conjunction with the manufacturer’s warranty card.

   7.2 In order to preserve the warranty claims, the Customer shall contact the manufacturer directly in case of occurrence of defects covered by the warranty. In order not to jeopardize these claims, he shall observe the manufacturer’s warranty provisions, in particular with regard to the intactness of the goods, type of notification, etc. In all other respects, Clause 6 shall apply.

8. Retention of title and assignment in advance

   8.1 We shall retain title to the delivery item until all our claims against the customer arising from the business relationship, including future claims arising from contracts concluded at the same time or later, have been settled. In the event of conduct by the customer in breach of contract, in particular in the event of default in payment, we shall be entitled to take back the object of sale. In this case, the customer is obliged to assign to us any claims for restitution that may exist against third parties. The taking back of the object of sale by us shall not constitute a withdrawal from the contract unless we have expressly declared this in writing. The customer shall irrevocably permit us to enter those rooms in which our property is located, provided that the goods are still on his premises, in order to enable us to take back the goods. In addition, the Purchaser irrevocably permits us to enter those premises in which our property is stored at any time for inspection purposes. The seizure of the object of sale by us shall always constitute a withdrawal from the contract. After taking back the object of sale, we shall be entitled to realize it; the proceeds of realization shall be credited against the customer’s liabilities – less reasonable costs of realization.

   8.2 The Purchaser shall be obliged to treat the purchased goods with care; in particular, it shall be obliged to insure them adequately at its own expense against damage by fire, water and theft at replacement value. If maintenance and inspection work is required, the Purchaser must carry this out in good time at its own expense. The purchaser shall keep the (co-)ownership for us free of charge.

   8.3 The goods shall remain the property of CERTITEX in accordance with the above conditions. The customer is entitled to sell the goods subject to retention of title in the ordinary course of business subject to retention of title as long as he is not in default. Pledges or transfers of ownership by way of security are not permitted. The customer assigns to CERTITEX by way of security already at the time of the conclusion of the contract between CERTITEX and the customer all claims arising from the resale or any other legal ground (such as insurance, tort) with respect to the goods subject to retention of title, including all balance claims from the current account. The customer is authorized and obliged to collect the assigned claim. In case of default of payment by the customer, CERTITEX may revoke the direct debit authorization at any time and notify the customer’s customers of the assignment as well as take back the goods subject to retention of title or, if applicable, demand assignment of the customer’s claims for return against third parties.

   8.4 Treatment and processing of the reserved goods shall be carried out for us without any obligation on our part. In the event of processing, combination and mixing of the reserved goods with other goods by the customer, we shall be entitled to co-ownership of the new item in the ratio of the invoice value of the reserved goods to the invoice value of the other goods used. If our ownership lapses as a result of combining, mixing or processing, the customer shall already now transfer to us the ownership or expectant rights to which it is entitled in the new stock or item to the extent of the invoice value of the reserved goods, in the case of processing in the ratio of the invoice value of the reserved goods to the invoice value of the other goods used, and shall keep the reserved goods for us free of charge.

   8.5 In case of access of third parties to the goods subject to retention of title, in particular seizures, the customer shall point out CERTITEX’s ownership and notify CERTITEX without delay so that it can enforce its ownership rights. Insofar as the third party is not in a position to reimburse CERTITEX for the judicial or extrajudicial costs incurred in this connection, the customer shall be liable for them.

   8.6 In the event of a breach of contract by the customer – in particular default of payment – CERTITEX shall be entitled to take back the goods subject to retention of title or, if necessary, to demand assignment of the customer’s claims for return to third parties. The taking back as well as the seizure of the reserved goods by CERTITEX shall not constitute a rescission of the contract.

   8.7 The customer shall be obliged to provide the information necessary for the collection of the claims and to hand over any documents required for this purpose. Any resulting costs that cannot be recovered from the third parties shall be borne by the customer.

9. Delivery and service conditions

   9.1 A delivery date shall be agreed upon according to CERTITEX’s expected capacity and shall be understood subject to timely self-delivery and unforeseen circumstances and obstacles, irrespective of whether they occur at CERTITEX or at the manufacturer’s, in particular force majeure, governmental measures, non-granting of official permits, labor disputes of any kind, sabotage, war, terror, shortage of raw materials, delayed material deliveries through no fault of CERTITEX. Such events extend the delivery date accordingly, even if they occur during a delay that has already occurred. Any grace period set by the customer in this case shall also be extended by the duration of the unforeseen event. CERTITEX reserves the right to withdraw from the contract if the delay in delivery caused by one of the aforementioned events lasts longer than six weeks and CERTITEX is not responsible for this. In this case CERTITEX will inform the customer immediately and return any consideration already paid.

   9.2 Should CERTITEX be in default with a delivery for more than four weeks, the customer may withdraw from the contract after having granted a reasonable grace period in writing.

   9.3 Further claims are excluded – as far as legally permissible.

   9.4 If the delivery or the performance of services is delayed due to circumstances for which the customer is responsible, CERTITEX shall be entitled to claim reimbursement of the resulting damage including additional expenses.

   9.5 CERTITEX shall be entitled to make reasonable partial deliveries and render partial services.

   9.6 CERTITEX shall generally provide services during normal business hours, from Monday to Thursday between 8:30 a.m. and 5:00 p.m. and on Fridays between 8:30 a.m. and 4:00 p.m., but not during national holidays, unless expressly agreed upon. Additional consulting services and other services outside of this time shall be provided on the basis of a separate order for separate remuneration.

   9.7 The costs for shipping and transport insurance shall in principle be borne by the customer, whereby the choice of the shipping route and the shipping method shall be at the discretion of CERTITEX. The customer is obliged to inspect the goods immediately upon arrival and to notify CERTITEX immediately in writing of any visible transport damage and any damage to the packaging. The same applies to hidden damage. If CERTITEX loses its claims against the insurance company or the subcontractor due to the omission of this obligation, the customer shall be liable for all costs resulting from this breach of obligation. The risk shall pass to the customer as soon as the goods leave the factory or the warehouse of CERTITEX.

   9.8 Packaging of the goods shall be carried out by the manufacturer. The buyer bears the cost of packaging and disposal.

10. Prices, terms of payment, set-off

    10.1 Our prices are ex works or ex warehouse and do not include packaging, freight, postage, value assurance and transport insurance, unless otherwise agreed. Added to this is the sales tax. In the case of agreed foreign deliveries, the customer shall bear the customs clearance. Discounts, rebates or bonuses shall only be granted upon separate written agreement.

    10.2 If, between the conclusion of the contract and delivery, there is an increase in costs for which we are not responsible, in particular the costs for wages (e.g. due to tariff decisions), input material, energy, freight or public charges, the agreed price may be increased appropriately in accordance with the influence of these cost factors without any profit mark-up.

    10.3 Our prices are calculated on the basis of the agreed order quantities. If no binding order quantities have been agreed, our calculation shall be based on the agreed target quantities. If the target quantity is not reached, we are entitled to increase the price per unit appropriately.

    10.4 Payments shall be made in EURO free of deductions, expenses and costs to a banking institution designated by us. If a payment is made in another currency on the basis of a special written agreement, the applicable exchange rate shall be the EURO reference rate of the European Central Bank at the time the payment is due.

    10.5 If services are agreed upon outside the offer for hardware products, such as assembly, system integration or services on hardware and software such as hardware maintenance or software maintenance, these shall be charged separately according to the current service conditions of CERTITEX at the time of the performance of the service, unless expressly agreed otherwise. Unless otherwise agreed, travel expenses and out-of-pocket expenses shall be charged on the basis of the actual costs incurred, subject to the provision of evidence. In all other respects, the respective terms and conditions for more extensive service offerings shall apply.

    10.6 All payments are due immediately after invoicing without deductions. Further arrangements are made on an individual basis. Payment by bill of exchange requires the written consent of CERTITEX. Discount and other bill of exchange costs shall be borne by the customer.

    10.7 CERTITEX shall be entitled to issue partial invoices according to the progress of performance. Further details are regulated by the respective individual agreements between CERTITEX and the contractual partner.

    10.8 All agreed discounts shall lapse without substitution if the customer is in default with its payment or acceptance obligations towards CERTITEX in whole or in part. If the customer defaults on his payments in whole or in part, the amount still outstanding at that time shall become due for payment immediately. In commercial business transactions, we shall initially charge interest on arrears from the due date at a rate of 5 percentage points p.a.; from the date of default, we shall charge interest on arrears at a rate of 8 percentage points p.a. above the respective prime rate. Furthermore, in case of default CERTITEX shall be entitled to withhold further deliveries and services.

    10.9 The customer shall only be entitled to set-off if its counterclaims have been legally established, are undisputed or have been acknowledged by CERTITEX. He shall only be entitled to exercise a right of retention if his counterclaim is based on the same contractual relationship.

    10.10 The assignment of claims of the customer against CERTITEX to third parties shall only be permissible with the consent of CERTITEX.

11. Performance dates, delay

    11.1 Performance dates shall be deemed agreed only if they have been agreed in writing between CERTITEX and the other party. Performance dates begin with this agreement or, should the customer be obligated to make a down payment, with the crediting of the down payment to a business account of CERTITEX. Delivery dates and deadlines are to be re-agreed if changes to the contract occur later, or if it is impossible to comply with them due to events of force majeure or unforeseen events such as riots, operational disruptions, strikes, lockouts or delays in delivery by the manufacturer.

    11.2 CERTITEX’s compliance with deadlines and dates shall always be subject to the customer’s timely and complete fulfillment of its contractual obligations and its other contractually agreed duties to cooperate. If he does not comply with this and if the compliance with deadlines and dates depends directly or indirectly on the compliance with such an obligation of the customer, agreed deadlines shall be extended and dates shall be postponed at the request of CERTITEX at least by the period of time corresponding to the delay plus a reasonable restart time. In this context, the fact that CERTITEX always uses existing personnel and other resources at full capacity must be taken into account.

12. Acceptance of work services

    12.1 Insofar as CERTITEX renders services aimed at achieving a certain result (hereinafter: “Services”), the following provisions shall apply in addition to the statutory provisions.

    12.2 Work performances require acceptance by the customer, which shall take place in the presence of both parties to the contract.

    12.3 CERTITEX shall notify the customer in writing that the work performances are ready for acceptance. Immediately, within five working days after notification of readiness for acceptance, the contracting parties shall commence acceptance testing, unless otherwise contractually agreed between the contracting parties.

    12.4 CERTITEX shall prepare a written record of the acceptance test, the correctness of which shall be confirmed immediately by signature of the employees commissioned by the customer to carry out the acceptance test. Unless the customer refuses to sign the protocol in writing within five working days, giving detailed reasons, the findings contained in the protocol shall be deemed approved and accepted. The report shall describe all defects found, subdivided according to defect classes from Clause 12.5, and shall conclusively list the reasons for any refusal of acceptance. If the protocol indicates errors of class 1 from clause 12.5 which prevent acceptance and if the customer therefore refuses acceptance, the successful elimination of the errors shall be verified in accordance with the preceding paragraphs as soon as CERTITEX has eliminated the errors indicated and has again made the service concerned available for acceptance. Insignificant deviations, are class 2 and 3 defects from clause 12.5, from the agreed performance characteristics and acceptance criteria do not entitle the contractual partner to refuse acceptance. CERTITEX’s obligation to remedy errors in accordance with the provisions of these Terms and Conditions shall remain unaffected.

    12.5 Error classes

    Class 1
    The purposeful use of a part of the system or the contractual products is not possible or unreasonably restricted. The error has a serious impact on business processing and/or security. These are mainly errors that preclude further processing.
    Function-related examples: System downtime without restart, data loss / data destruction, incorrect results during time-critical mass processing of data.
    Measures: CERTITEX or a third party provider possibly commissioned by it shall start processing the defect by qualified personnel immediately after written notification of the defect, shall at least ensure a workaround in the short term and shall, as far as possible, ensure a correction of the cause of the defect in the short term, e.g. by replacing hardware components, reconfiguring software, remedying software errors by means of patches.

    Class 2
    The purposeful use of any part of the system or the products covered by the contract is limited. The error affects business processing and/or security, but allows work to continue. Function-related examples: incorrect or inconsistent processing, noticeable shortfall in the agreed performance data of the system or the products covered by the contract, accumulation of short-term disruptions to operation.
    Measures: CERTITEX or a third party provider possibly commissioned by it shall start processing the defect by qualified personnel immediately after written notification of the defect, shall at least ensure a workaround in the medium term and shall, as far as possible, ensure a correction of the cause of the defect in the medium term, e.g. by replacing hardware components, reconfiguring software, remedying software errors by means of patches.

    Class 3
    The purposeful use of the system or the contractual products is possible without restriction. The error has no or only a minor impact on the business transaction and/or security. These are mainly blemishes or errors that can be circumvented by the client’s own employees.
    Function-related examples: Disturbing additional output on the screen, documentation errors / typos.
    Measures: CERTITEX or a third party provider possibly commissioned by it shall take care of the fault rectification within a reasonable period of time without any special priority.

    12.6 Insofar as CERTITEX renders work services, the contractual partner shall not be entitled to use the work productively before written confirmation of acceptance. If the contractual partner nevertheless brings the work into productive use, this shall be deemed to be acceptance.

13. Liability

    13.1 Claims for damages by the customer, irrespective of the legal basis, are excluded. This shall not apply if liability is mandatory under the Product Liability Act, other producer liability or in cases of intent, gross negligence, lack of guaranteed quality or breach of fundamental contractual obligations, in particular injury to life, limb or health.

    13.2 Damages for the breach of material contractual obligations shall be limited to the foreseeable damage typical for the contract, unless a case of Sec. 13.1. sentence 2 exists, is limited.

    13.3 The above limitations of liability shall also apply to vicarious agents employed by CERTITEX.

    13.4 A change in the burden of proof to the detriment of the Purchaser is not associated with the above provisions.

    13.5 Insofar and as long as a case of force majeure exists, CERTITEX shall not be obliged to provide the service. Force majeure shall be deemed to include, in particular, strikes, war, natural disasters, lock-outs, delay or failure of delivery by suppliers, if caused by an event of force majeure, official or court orders, attacks and assaults from the Internet as well as from users of the application itself (e.g. viruses, worms, “denial of service attacks”, Trojan horses), which CERTITEX is unable to prevent even with reasonable care according to 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 for which CERTITEX is responsible, CERTITEX shall therefore be liable exclusively for the costs of duplicating the data from the backup copies to be made by the customer and for restoring the data that would have been lost even if the data had been properly backed up. The customer shall bear the burden of proof that CERTITEX is responsible for the loss of data.

    13.7 For software installations, test systems shall be provided by the customer; if the customer requests an installation on a live/production system, CERTITEX shall not be liable for any operational failures unless such failures were caused by CERTITEX intentionally or by gross negligence.

14. Returns

    Returns must be made to CERTITEX carriage paid and will only be accepted subject to our inspection. Returns can, unless otherwise agreed, only be processed by us if the return is accompanied by a return slip. The customer will receive this return consignment bill upon written or telephone request to CERTITEX. The customer bears the risk of the return shipment including the risk of accidental loss. In the case of returns for which the customer is responsible, in particular in the case of refusal of acceptance, we will charge a restocking fee.

15. Arbitration procedures, management committees

    The parties may agree, in the event of any disagreement arising out of or in connection with the performance of the contract which they are unable to settle among themselves, to form a steering committee or to refer the matter to a conciliation board for the purpose of settling the dispute, in whole or in part, either provisionally or finally, in accordance with its rules of conciliation. To enable conciliation, the parties mutually waive the defense of the statute of limitations for all claims arising from the facts in dispute from the request for conciliation until one month after the end of the conciliation proceedings. The waiver has the effect of suspending the statute of limitations.

16. Confidentiality

    Unless otherwise contractually agreed, CERTITEX and the customer mutually undertake to keep all business and trade secrets of the respective other party secret for an unlimited period of time and not to disclose them to third parties or to exploit them in any way. The documents, drawings and other information which the other contractual partner receives on the basis of the business relationship may only be used by the latter within the scope of the respective purpose of the contract.

17. Software

    17.1 The provisions of the respective license agreement shall apply to software supplied by us but not produced by us.

    17.2 Upon payment of the agreed license amount, the Customer shall acquire the non-exclusive and non-transferable right of use in accordance with the current license terms and conditions of use of the respective licensor, to which the Customer expressly agrees.

    17.3 CERTITEX warrants only for its own Software that it will perform substantially in accordance with the accompanying product manual for a period of six (6) months after receipt of the Software. This warranty does not apply if the failure of the software is due to accident, abuse, misapplication or virus. The customer is aware that, according to the current state of the art, errors in programs cannot be excluded.

    17.4 In the event of a justified notice of defects, CERTITEX reserves the right to carry out a total of three rectifications or, in the event of the final failure of the rectification, to grant the customer the right to rescission or reduction. The customer shall only have a right to rescission or reduction if a program error should prove to be significant and essential for the entire performance and the error cannot be solved by other possibilities of the software.
    Any further warranty, in particular that the software is suitable for the customer’s purposes, as well as for direct or indirect damages (e.g. loss of profit, interruption of business) and for losses of data or damages arising in connection with the recovery of lost data, are expressly excluded, unless intent or gross negligence on the part of CERTITEX or its employees can be proven. CERTITEX reserves the right to have changes made to the programs, even after delivery, that improve the performance of the program and do not affect the rest of the software.

18. Evidence clause

    Data stored in electronic registers or otherwise in electronic form at CERTITEX shall be considered admissible evidence for proving data transfers, contracts and executed payments between the parties.

19. Final provisions

    19.1 The contractual agreements of the parties shall be governed exclusively by the laws of the Federal Republic of Germany. This contract shall be governed exclusively by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

    19.2 The place of performance shall be our registered office in Neunkirchen-Richelbach.

    19.3 The exclusive place of jurisdiction for all disputes arising from this contract shall be the local court of Obernburg a. M. / branch Miltenberg a. M..

    19.4 Amendments or supplements to these Terms and Conditions must be made in writing. If they do not satisfy this, they are null and void. This shall also apply to amendments to this written form clause.

    19.5 Should individual provisions of these Terms and Conditions be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. In such a case, CERTITEX and the customer shall replace the invalid provision with a valid provision that comes as close as possible to the economic purpose of the invalid provision. The same shall also apply to the closure of contractual loopholes.

CERTITEX • (c) Copyright 2021