Terms and Conditions

Contents
1. General
2. Offers and Closing, Side Agreements
3. Prices
4. Payment and Clearance
5. Reservation of Ownership
6. Data Protection and Confidentiality
7. Duration of the Contract and Cancelation
8. Liability
9. Force Majeure
10. Guarantee
11. Personnel
12. Commercial Protection and Copyright, Licenses
13. Evidentiary Clause
14. Additional Matters

1.  General
1.1 The following conditions of business are a component of all contracts entered into with us, insofar as not otherwise agreed. They apply to all present and future business relationships with enterprises.   As regards business relationships with consumers, the provisions of law apply.
1.2 We only recognize contrary or complementary General Conditions of Business of our clients when we have agreed to them in advance of entering into the contract.
1.3 We have the right at all times to change, or add to, the present Conditions of Business. The changed version will be made available for downloading on our homepage. If the client does not object within an appropriate time, the modified Conditions of Business will apply.

2. Offers and Closing, Side Agreements
2.1 All our offers are non-binding. All orders require, in order to be binding, either our confirmation in writing or the commencement of the service provided or delivery of the products.
2.2 Oral side agreements or undertakings of our employees or other persons engaged by us as well as closing, changes or guarantees, require, in order to be valid, the written confirmation of our management.

3. Prices
3.1 For services, the conditions established in the contract apply. In general, daily and hourly charges and expenses are subject to agreement. Software licenses are calculated on the basis of the price list in effect at the time of signing of the contract.
3.2 All prices are to be understood as denominated in euros, in addition to the legal value added tax, which is to be borne by the client. In the case of sale by physical dispatch, an inclusive cost of dispatching is to be added to the sales price. This will be agreed to separately in each case.
3.3 Right to increase prices is reserved. An increase in price occurs when the costs on which the calculation of the remuneration is based takes place for factors out of our control (e.g. increase in tariff, increase in prices for the material, tax increases, etc.) increase and we have informed the client in a timely manner. The same applies when the client desires a change in the delivery time and this causes us additional costs.

4. Payment and Clearance
4.1 The invoices provided by us are due immediately and without any deduction, unless otherwise established by our Conditions of Business or contract. A partial payment is excluded.
4.2 Following the deadline for payment the client is in a state of delayed payment. During the period of delayed payment he is liable for an interest of 8%. We retain the right to justify and demand a higher sum of damages for delayed payment.

5. Reservation of Ownership
5.1. The delivered wares remain, in all regards, until complete payment of any claims arising from the business relationship of MERENTIS GmbH, our property.
5.2 The client is under the obligation of insuring the wares subject to the reservation of ownership, (i.e. insurance against theft, fire, water and low voltage) and must show us on demand proof of such insurance. In the case of damage, the claim for insurance is

regarded as transferred to us.
5.3 The client is not entitled to dispose of the wares that are covered by our reservation of ownership.
5.4 We must be immediately informed of attachment or seizure of wares that are under our reservation of ownership. Third parties must be informed of our reservation of ownership.

6. Data Protection and Confidentiality
6.1 Our associates are required, pursuant to § 5 BDGS [translator: misprint for BDSG = Federal Data Protection Law?] to treat as confidential all information and data, business secrets and other data related to persons that are provided to them in order to carry out an order or that they could otherwise become known to them in the course of carrying out an order, even after the end of the employment relationship.
6.2 The transfer of information to a third party, insofar as it is required for carrying out an order, is only permitted with the agreement of the relevant spokesperson of the client.
6.3 Data relating to persons belonging to a third party is only permitted to be processed or used within the framework of the business relationship with the client for other purposes pursuant to 28 BDSG [Federal Data Protection Law].
6.4 We protect the implementation and storage of the technical and organizational measures that lie within our area of responsibility pursuant to § 9 BDSG [Federal Data Protection Law]. The technical and organizational measures are specified in our confirmations of orders or order contracts.
6.5 A data protection officer is, pursuant to § 4f BDSG, employed and has ongoing responsibility for respect for the data protection regulations.
6.6 The client is authorized to ensure himself at any time of implementation of the technical and organizational measures during the different stages of the process. This can, following coordination with us, take place on site in an appropriate time period in our business premises during normal business hours. Alternatively, we can, as desired, provide current test results, reports or excerpts, reports of independent parties (for instance professional auditors, examiners, data protection officials, IT security division, quality auditors) or an appropriate certification by IT security or data protection audit. The choice of the aforementioned documents remains with us. In the event that the client insists on the presentation of a particular document, the additional costs arising from this will be charged to the client.

7. Duration of the Contract and Cancelation
7.1 contracts are, unless otherwise agreed, to last for an unspecified time. An initial cancelation is possible following a period of duration of two years, and with a date of three months prior to the end of the contractual year.
7.2 If contracts are entered into for a limited period of time, they are extended for a year each year if they have not been canceled in writing by a contractual partner within a cancellation period of three months prior to the end of the corresponding contract year.
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8. Liability
8.1 Liability for all damages, regardless of their nature, is excluded. This does not merely apply to:
–    damages that are the result of intentional or grossly negligent failure to fulfill engagements;
–    damages that are the result of a violation on our part of our contractual obligations;
–    damages resulting from harm to life, body or health that are the result of a violation of our     responsibilities or by one of our representatives or subcontractors.
8.2 Any duty of replacement in the case of minor failure to meet an obligation that is essential for the fulfillment of the purpose of the contract (cardinal duty) is limited in its amount to the harm that could result for the employment of the replacement, that could be foreseen and is typical. In this case neither lost earnings, nor follow-on damages apply.
8.3 An insurance policy with a coverage of 5 million euros for damages to material and persons exists.

9. Force Majeure
9.1 Our responsibility for carrying out the service is suspended whenever our provision of it prevented or made significantly difficult or impossible by force majeure, or for reasons for which we are not responsible.
9.2 Force majeure includes:
–    natural catastrophes, such as flooding, storms, fire, and other accidental disasters
–    threat or danger of war, sabotage, uprising, civil unrest or state-imposed compulsory delivery of goods, as well as legislative and measures such as laws, executive orders, bylaws, prohibitions or         limitations
–    Importation or exportation regulations or embargos.
9.3 Reasons for which we are not responsible include:
–    strikes, lockouts or other labor conflicts, trade conflicts
–    shortage of raw material, shortage of material, machines or personnel
–    interruption of operations such as failure of electric supply or machinery

10. Guarantee
10.1. In general we undertake to provide in the framework of our contracts the promised experience and know-how, and to provide the promised performance of our products.
10.2 In the case of defects that arise we guarantee, at our choice, repair or a delivery of a replacement. The right to self-help pursuant to § 637 BGB [Federal Civil Code] does not apply.
10.3 In the case of only minor defects the client does not have the right to withdraw from the contract.
10.4 Our client has the responsibility of immediately checking our deliveries and performance. The client must immediately, or at least within 8 work days, inform us of any perceptible defects. The time frame for examination and making complaints begins immediately upon delivery where installation/assembly is not required, in the case of deliveries involving installation/assembly, after conclusion of the latter, or in the case that a test period is specified, after completion of the latter. The client must immediately inform us of hidden defects after discovery of the same. In the event that the client fails to test the products and installation and the does not obey  the time-frame for a complaint about the defect, or immediately complain about of a subsequently discovered defect, the wares are considered to have been accepted, and a warranty claim is excluded.
10.5 The warranty period covers one year from delivery or pick-up.
10.6 Any varying agreements will be as corresponds to the nature of the service or the software delivery will be the subject of agreement in the corresponding contracts.

11. Personnel
As regards the assignment of our employees we will make an effort to take account of the special wishes of the client. Similar performance may be carried out for other clients. We are not limited in our employment of personnel.

12. Commercial Protection and Copyright, Licenses
12.1 We reserve without limitation our proprietary, copyright and trademark rights relating to photographs, drawings and other documentation, as well as software programs and documentation provided to the client. They may not be made available to third parties without our express consent. Such consent must be made in writing.
12.2 The software programs and corresponding documentation are only provided to the individual client in the framework of a simple, non-transferable license which applies exclusively to the products delivered by us.
12.3 Copies may be made – without expense to us or guarantee by us –purely for the purpose of archiving as a replacement or for a search for errors. Insofar as the originals contain an indication of copyright, the client must ensure that this appears on the copies.
12.4 Copyright indications, serial numbers or other things serving to identify the program may not be removed or otherwise changed.
12.5 The client is not permitted:
–    to bypass the technical limitations of the software.
–    to engage in reverse engineering, to decompile or disassemble

the software, even when according to     the law in force but without obedience of this limitation, this is permitted.
–    to publish, rent, lease or loan the software.
12.6 The client is under the obligation to obtain and report for each device or user the corresponding CAL (“Client Access Number”)
12.7 Licenses provided by us of software created by third parties are in addition subject to the same conditions and restriction of those of the creator.
12.9 Upon expiration of the license the client must return to us the software and any copies made of it. If for technical reason such a transfer is not possible, the client must delete the software and certify this in writing.
12.9 Variant agreements may be made in a separate lice or software contract.

13. Evidentiary Clause
Data that are stored by the firm in electronic registries or otherwise in electronic means are to be regarded as reliable evidence for the proof of data transfer, contracts and payments made between the contracting parties.

14. Additional Matters
14.1 Each contracting party may only rely on not contested demands or those determined at law.
14.2 No claim for voiding of the contract may only be made if not contested or those determined at law.
14.3 The annulment if claims or other rights arising from a contract is only valid if agreed to the written consent of the other contracting partner.
14.4 Changes and supplements to these General Conditions of Business must be made in writing. Electronic documents in text form do not meet the “in writing” requirement. This applies with exception to measures that serve to provide explanations that do not affect these General Conditions of Business, in which case the text form pursuant to § 126b BGB [Federal Civil Code] suffices.
14.5 German law, with exclusion of UN merchant law, applies exclusively.
14.6 The place for delivery and payment is Bremen. The sole place of jurisdiction is Bremen. This also applies to trans-border performance and deliveries.
14.7 In the event that individual provisions of these General Conditions of Business are invalidated, this does not affect the validity of the other provisions. The contracting partners will make an effort to find a replacement for the invalidated provision a provision that corresponds legally and in business terms to it. The same applies to provision that correspond to the General Conditions of the Client.