General Conditions and Terms of Delivery

1. Scope of Application

The General Conditions and Terms of Delivery hereinafter shall be effective for all business transactions of iFAKT – for the delivery of hard- and software systems of all types as well as for repair work, installations, counseling and for other deliveries and services rendered. They shall be effective for all present and future contracts as far as not explicitly changed or completely excluded in a separate contract.

2. Offers

Agreement offers and quotations submitted by iFAKT shall be without obligation and not binding in any case, provided that they are not explicitly specified as binding in writing by iFAKT. We reserve the right of ownership and copyrights for offers, drawings and other documents; they shall not be made accessible to a third party without the permission of iFAKT.

3. Terms of Delivery and Dates of Delivery

3.1 iFAKT undertake to keep within the time limit agreed upon by both parties. Delays due to force majeure or other circumstances that cannot be influenced, such as operational troubles in one's own operation, strike, restrictions of trade etc. shall entitle iFAKT to cancel the obligation to deliver – depending on the case – either as a whole or in part, or to deliver at a later point of time. The buyer shall not be entitled to indemnity.

3.2 If not stipulated otherwise the receiving room of the buyer shall be the place of delivery.

3.3 For deliveries of equipment requiring the export license of the delivering producer country the corresponding export licenses must be applied for and approved.

3.4 Software products, operating system software and user programs require prior to delivery the necessary application for and approval of the license application.

4. Terms of Payment

4.1 Our prices are understood in EURO and shall be effective on delivery without installation ex Stuttgart. Value-added tax, other taxes and rates are effective as of the time of delivery as provided by law respectively.

4.2 With regard to goods that are not directly deliverable from stock and that are purchased in convertible currency, we shall be entitled to charge the buyer the increase of our purchase price due to the increase in the rate of exchange, if this increase from the time of our offer or the order of the buyer amounts to more than 1.5%.

4.3 Payments are to be made as follows:

5. Warranty

5.1 If the Buyer is entitled to performance guarantees, they imply that the Buyer has fulfilled his incumbencies of examination and reprimand in due order. If the Buyer asserts defects he must inform iFAKT immediately in writing enclosing all necessary documents explaining how the defects become apparent. For defects reprimanded in due time and for which iFAKT bears responsibility, iFAKT shall provide repair work at no cost to the Buyer. For this purpose, the Buyer is obliged to send the faulty object at his own expense to the iFAKT headquarters in Stuttgart. Upon request of the buyer iFAKT shall perform repair work on site. In this case cost incurred for travel and personnel shall be paid by the Buyer whereas expenditures of time and material for the repair work itself shall not be invoiced to the Buyer. However, if it turns out that contrary to the Buyer's reprimand a defect could not be located, the Buyer shall be obliged to pay for the expenditures according to prices or rates of settlement agreed upon. Several attempts to repair the faulty object shall be admissible.

5.2 If repair of a defect to be answered for by iFAKT definitely fails after an adequate extension of time had been granted, or the set adequate extension time expires due to the failure of iFAKT, the Buyer shall be entitled to claim reduction of the remuneration agreed upon or withdraw from the contract. All further claims for damage by the Buyer against iFAKT and its agents, as far as they do not result from intent or gross negligence, shall be excluded. In particular, shall be excluded all claims for damage by the Buyer because of lost revenues, the realization of repair work and for reasons of consequential damages that are not covered by the protective purpose of a guarantee of properties. As for the rest the liability for guaranteed properties shall not be affected.

5.3 The Buyer's right to assert claims because of defects shall come under the statute of limitation in all cases 6 months from transfer of risk or acceptance. This term of limitation shall also be effective for claims for damages resulting from consequential damages, as far as no claims are asserted resulting from tort.

1. Severability Clause

If individual regulations of this contract should be or become ineffective, the remaining content of this contract shall not be affected by this. In partnership the contractual partners shall cooperate in finding a regulation that comes closest to the economic purpose of the ineffective regulation. If gaps should become apparent in the practical application of this contract that were not taken into consideration by the contractual partners, they shall undertake to fill these gaps in an adequate way and in accordance with the contract.

2. Jurisdiction and Applicable Law

Place of jurisdiction and place of performance is Stuttgart, unless another legal domicile is mandatory. German Law is authoritative.