General terms of business, performance conditions and delivery terms

I. VALIDITY OF THE GENERAL TERMS AND CONDITIONS
(1) The deliveries, performances and offers Jacob Software Development (in the other JSD) are directed exclusively after these terms of business, provided that single-by contract something other is not agreed or became. The general terms and conditions are valid therefore also for all future business relations, even if they are not expressly agreed again. At the latest with the acceptance of the product or the performance these conditions are valid as accepted. Herewith counterconfirmations of the business partner with reference to own terms of business or purchase conditions is contradicted.
(2) Divergences of these terms of business are only effective if JSD confirms them in writing.
(3) In addition to these general terms and conditions are valid:
(a) in case of from hardware contracts, in addition, the complementary terms of business for hardware contracts, in case of from software contracts with final users of the software the complementary terms of business (licence conditions) for software contracts.
(b) Having of the contracting partners receive the software within the scope of a distribution arrangement with JSD to the wide distribution, the contracting partner takes over the liability to impose the licence conditions on his customers. He himself is bound to the shares of the licence conditions which are applicable basically on him.
(4) If hardware and software components are concerned by a business process at the same time, this does not lead to the fact that other regulations find application. In this case rather the complementary terms of business for hardware contracts and for the software components are valid in addition to the general terms and conditions in unchanged manner for the hardware components the complementary terms of business (licence condition) to software contracts. A coupling of some kind does not take place.

II. OFFER AND CONTRACT CONCLUSION
(1) The offers of JSD are not binding and non-binding. Notices of acceptance and orders need to the validity of the written, distant-written or by fax transmitted confirmation by JSD. The same one is valid for supplements, changes, assurances or additional agreements.
(2) Subscriptions, pictures, measures, weights or other performance data or qualities are only obliging if this is agreed expressly in writing.

III. PRICES
(1) Untill differently stated, keeps itself JSD to the prices quoted in her offers and remunerations in the form called there 30 days from offer date engaged. It are authoritative in the purchase or of JSD to quoted prices and remunerations. The respective legal sales tax is owed in the form shown in the purchase or. Additional deliveries and performances are calculated separately.
(2) The prices and remunerations get on, if differently does not agree, excluding cargo, packaging and transport insurance.
(3) The agreed prices and remunerations can be changed with foreign products in the extent of the change by currency parities, customs or import fees, if these base factors move up to the delivery. The contracting partner undertakes to agree to a corresponding change if the change of the called base factor has been proved to him.

IV. DELIVERY TIME AND PERFORMANCE TIME
(1) Delivery dates or periods can be agreed obligingly or without obligations. An assurance as obliging needs the written form.
(2) Delays of delivery and performance delays complicate the JSD the delivery on account of force majeure or on the basis of events substantially or make impossible (moreover belong in particular strike, lockouts, official orders etc. even if they enter with suppliers of JSD or their suppliers) JSD also does not have to represent with obligingly assured periods and dates you entitle JSD to push out the delivery or performance at the duration of the impediment plus an adequate approach time or to withdraw because of the not yet full share all or part from the contract.
(3) If the impediment longer than three months lasts the contracting partner is entitled after adequate extension settlement to withdraw concerning the not yet full share from the contract. If the delivery time is extended or becomes free JSD of his liability, the contracting partner can derive out of this no compensation claims. To the called circumstances can appeal JSD only if she informs the contracting partner for the case that this still has no knowledge of the concerning circumstances immediately.
(4) Provided that JSD has to represent the disregard obligingly of assured periods and dates or is in default, the contracting partner is entitled to a default reparation at the rate of 0.5% for every perfect week of the default in total, nevertheless, at most up to 5% of the invoice value of the deliveries affected by the default and performances. About that exceeding claims are excluded, unless, the default is based on at least culpable negligence of JSD.
(5) JSD is entitled to part deliveries and share performances any time.

V. TRANSFER OF PERILS
(1) The danger goes over on the contracting partner, as soon as the consignment has been handed over to the person exporting the transport or has left the warehouse of JSD for the sending. If the dispatch becomes impossible without fault of JSD, the danger goes over in the report of the dispatch readiness on the contracting partner.
(2) With arrival of the consignment the contracting partner immediately has to carry out an investigation on damages in transit and transport losses. If he ascertains such damages or losses, he has to send JSD immediately an action inventory report. This is, if a forwarding agent was connected to sign from the contracting partner and the forwarding agent. Otherwise the contracting partner has to insure in it in lieu of an oath of the corresponding facts and to let sign this explanation of two witnesses.

VI. PAYMENT
(1) Untill are differently agreed with bills of debt up to 5,000 EUR including the invoices within 10 days after invoice without deduction payable.
On payment within 5 days 2% of cash discount are granted if this is expressly noted on the invoice.
(2) With a bill of debt from 3,000 EUR or a software development are valid the following conditions:
50% of the order sum or amount payable are due with preservation of the purchase or to the immediate payment without deductions.
40% of the order sum or amount payable are due for payment, as soon as JSD has indicated the contracting partner his dispatch readiness or readiness of delivery.
10% of the order sum or amount payable becomes by delivery due for payment or after followed purchase by the customer; however, at the latest 30 days after delivery.
(3) JSD is entitled to credit in spite of differently being regulations of the contracting partner's payments first on his older debts. She will inform the contracting partner about the kind of the charging carried out by her. If expenses and interest have already originated, JSD is entitled to credit the payment first on the expenses, then on the interest and last on the main performance.
(4) A payment is valid only when followed if JSD can dispose of the amount. In case of from cheques is valid the payment only when followed if the cheque has been cashed. Machine of the contracting partners in default, so JSD is entitled to calculate from the concerning time in interest by height of the interest rate calculated by the commercial banks for open current account credits. The interests for delay are to be attached lower if the contracting partner proves a lower charge.
(5) If circumstances JSD become known which question the credit rating of the contracting partner, in particular if the contracting partner does not cash a cheque or change or stops his payments, or if JSD other circumstances become known which question the credit rating of the contracting partner, JSD is entitled to put the whole rest debt due, even if cheques or changes were accepted. Moreover, JSD is entitled in this case to require payments in advance or margin.
(6) The contracting partner is only entitled to the compensation, retention or decrease, even if shortage Rugen or counterclaims is asserted, if the counterclaims were been ascertained legally or are indisputable.
(7) Any financing arrangements of the contracting partner with a credit institute or a leasing company do not touch the contract and his terms of payment.

VII. RESTRICTION OF LIABILITY
Compensation claims from impossibility of the performance, because of default, from positive demand injury, from fault by contract conclusion and from tortious act are excluded against JSD as well as against their agents or assistants, untill deliberate or roughly negligent action is given. The liability for secondary damages of every kind is excluded. In particular JSD does not stick for production loss or damages by loss of profit. A liability for damages to program shares or plant components were not delivered by JSD is excluded.

VIII. EXPORT REGULATIONS
The contracting partner cannot assume from the fact that the export of the delivered product is possible. Rather export bans or special licence requirements of the origin country or the Federal Republic of Germany are to be noticed in numerous cases. The contracting partner commits himself to the observance of these regulations.

IX. SHARE VOIDNESS
Should a regulation be ineffective in these terms of business of JSD or a regulation within the scope of other arrangements or become, the effectiveness of all other regulations or arrangements is not touched from this.
The parties will co-operate to put a regulation to the place of the ineffective regulation which comes as ineffective recognised after content and aim so near as possible.

X. APPLICABLE LAW
The right of the Federal Republic of Germany is valid for these terms of business and the whole legal relations between JSD and the contracting partner.

XI. GUARANTEE
If not differently agreed or from the manufacturer differently given, granted JSD 24 months from delivery of the product with the customer at the latest from invoice date guarantee for flawless work of the machines delivered by us concerning material and processing. For spare parts, as well as repair and spare deliveries after the expiry of the original warranty period follow, we grant 6-month guarantee. This period is also valid for guarantee after §447/1 Civil Code. We reserve ourselves the right on finishing touches. Guarantee work in our rooms follow free of charge. At work on site holiday seasons and waiting periods as well as business expenses can be calculated. The customer carries transportation costs for guarantee work. With foreign intervention in programmes or delivered layouts or components any guarantee is cancelled. A further liability, in particular for the damages which have not originated in the delivered goods is excluded, as far as JSD intention or culpable negligence does not fall to load.
The buyer is pointed out to the fact that after present technical level of development mistakes can be excluded in software programmes not completely. Therefore, we assure neither of certain qualities of the software nor your efficiency for customer's purposes or customer's demands. We also do not stick for the replacement of dates, the protection of the dates with interventions in the data processing is incumbent upon the customer.

XII. JURISDICTION
As far as the contracting partner independent commercial agent i. S. of the German Commercial Code, legal person of the public law or public law special legal estate is, 56457 Westerburg exclusive jurisdiction are immediate for everybody to themselves from the contractual relationship or indirectly proving litigations.

XIII. RETENTION OF TITLE
(1) Up to the fulfilment of all demands (including all balance demands from current account), the JSD from every legal argument are entitled against the contracting partner now or in future, JSD the following securities are granted which she will release on demand after her choice, as far as her value exceeds the demands with lasting effect about more than 20%.
(2) The product remains a property of JSD, processing or reorganisation always follow for JSD as a manufacturer, however, without liability for them. If the (co) property of JSD goes out by connection, is already agreed now that the (co) passes over property of the contracting partner in the uniform case wertanteilsmäßig (invoice value) on JSD. The contracting partner keeps the (co) property of JSD free of charge. The product in which JSD (co) property is entitled is called in the following reservation product.
(3) The contracting partner is entitled to process the reservation product in the proper business dealings and to dispose, as long as he is not in default. Verpfändungen or protective conveyances are inadmissible. Now from the resale or an other legal argument (insurance, tortious act) with regard to the reservation product to originating demands (including all balance demands from current account) the contracting partner already resigns protection-half in full extent in JSD. JSD authorises him until revoked to draw the demands resigned in JSD for their invoice in own name this collection authorisation can be revoked only if the contracting partner to his bills of debt follows not properly.
(4) With accesses of third to the reservation product the contracting partner will point to the property of JSD and inform this immediately.
(5) With behaviour contrary to the contract of the contracting partner - in particular default - is JSD the reservation product entitles to take back or to require assignment of the publication claims of the contracting partner against third. In the withdrawal as well as in the seizure of the reservation product by JSD lies - untill the redemption law finds application - no resignation of the contract.

XIV. PRODUCT LIABILITY
A product liability on account of the right of the European Community and the Federal Republic of Germany is not granted for single developments and software expressly.

Stand 04/2009