Imprint

ict information communication technology GmbH
Kackertstr. 20
52072 Aachen

Tel: +49 241 88949 0
Fax: +49 241 88949 110
E-Mail: info(at)ictag.net

UStID: DE123596651
Amtsgericht Aachen
HRB 17440

WEEE Nr. DE: 35580952

Managing Board:
Udo Glaser
Oliver Plum

General Terms and Conditions of ict information communication technology GmbH, Aachen (Status: 14.03.2012)

General
The delivery of goods and provision of services by ict GmbH shall be subject to our General Terms and Conditions exclusively. The licence terms of the software manufacturers shall be included in ict GmbH’s terms permitting the use. Deviating from the terms and conditions shall render the contract invalid. The range of the delivery of goods and provision of services results from the order or our order confirmation, respectively. The scope of performance or functions of the delivered software depends on the manufacturer’s product description.

Creation of a contract
An order shall be deemed to be accepted by ict GmbH by delivery or confirmation of the order within a period of four weeks. Quotations by ict GmbH shall be subject to change without notice unless there is a time limit. Technical data and descriptions from advertising material and/or product descriptions shall only be binding if confirmed in writing by ict GmbH. ict GmbH shall retain title and copyright to elaborations, drawings and other records placed at our disposal.

Contract withdrawal
ict GmbH shall be entitled to withdraw from the contract
if the customer’s credit rating or creditworthiness is insufficient, or if a rapid decline in assets occurs, and the customer cannot furnish sufficient collateral securities;
if there are reasons beyond the control of ict GmbH or for which ict GmbH is not responsible.
Modifications of form or design shall not entitle the customer to withdraw the contract.

Delivery of goods and provision of services
Partial deliveries of goods and provision of services shall be permissible and can be invoiced. Delivery dates or delivery periods shall not be binding unless expressly confirmed as binding. Delays caused by force majeure or other operational interruptions at ict GmbH or at the supplier(s) shall extend the delivery times accordingly. The timely and proper fulfilment of obligations on the part of the buyer/customer shall be a prerequisite for compliance with the delivery deadline. If training services have been agreed, the customer shall not be entitled to demand specific training personnel. ict GmbH may engage third parties to perform its services.

Software licensing
The customer shall be granted the non-transferable and non-exclusive right to use the software itself in unaltered form. The licence shall be valid only for one single designated device in the order or in the order confirmation, respectively. The use on modified, several devices or in a network requires the written consent of ict GmbH. The user documentation may be stored electronically. Reproduction shall only be permissible for personal use or for backup purposes. The printed user documentation must not be reproduced.
The user shall be solely responsible for program and file backups. Labels on data carriers and documentations displaying the trademark rights or other notices of the copyright owner must not be removed. The manufacturer’s provisions regulating the licence shall have priority over the terms of ict GmbH. In the case of infringement of the software licence, ict GmbH may terminate the licence in writing, without reimbursing the licence fee.

Cooperation of the customer
The customer shall have all preparatory measures for installation of a computer system and will undertake the preparation assuming full responsibility and costs. Additional expenses of ict GmbH due to faulty or insufficient preparatory measures shall be borne by the customer. In the event that the measures have not been carried out in time, the period of delivery and performance shall be extended accordingly. The right of ict GmbH resulting from default in acceptance shall remain valid. The customer shall prepare the working environment in accordance with the instructions of ict GmbH.
The customer shall take appropriate measures in the event that the delivery item does not operate as stipulated in the contract, or services have not been performed as stipulated in the contract, in particular by the use of alternative procedures, data storage, continual or serial revision of results, fault diagnoses, and detailed descriptions of the fault pattern. It must be possible to reconstruct data with reasonable effort from machine-readable data material. If required, the customer shall place lockable storage rooms, data and telecommunication equipment, and the personnel required for accident prevention purposes at the disposal of ict GmbH without charge. Line costs shall be charged to the customer’s account. The customer shall particularly cooperate with the specification of performances and tests. ict GmbH shall be granted access to the delivery item by means of remote data transmission. The customer commits itself to use only accessories and resources complying with the specifications of the manufacturer of the delivery item.

Handing over
If the customer remains in default more than 14 days after receipt, ict GmbH may grant a grace period of 14 days. Failing payment after the expiry date, ict GmbH shall be entitled to claim damages on the grounds of non-performance. If the customer refuses acceptance or is obviously not able to fulfil its payment obligations, no grace period shall be granted. The compensation for damages shall amount to 20% of the price of the delivery item unless ict GmbH furnishes proof of greater damage. In the case of default in acceptance, ict GmbH may claim additional expenses for provision, storage, and maintenance of the contracted item.

Transfer of risk
The transfer of risk is passed on to the carrier upon the delivery handover – also with partial deliveries – even if ict GmbH has taken over other services, or in the case of returns. On request of the customer, the shipment shall be insured at the customer’s expense against theft, breakage, transport damage, or damage caused by fire or water. Transport damages shall be asserted by the customer directly against the carrier. If dispatch is delayed due to circumstances of which the customer is responsible for, the risk shall pass to the customer on the dispatch due date.

Prices, terms of payment
The prices as specified in the order or order confirmation, respectively, shall apply. If no price has been fixed, the prices according to the ict price list, ex works, plus the statutory value added tax valid at the time of conclusion of contract shall apply. Special packaging, transport insurance, import or export duties for deliveries abroad shall be paid by the customer. Remuneration for data carriers, resources, accessories, installation, instructions, training courses, and travel expenses shall not be included in the prices of the devices and the software. Invoices, also partial invoices, shall be payable without discount within seven days of the date of the invoice. If the customer gets into arrears, all invoices shall be payable immediately. ict GmbH shall be entitled to credit payments against the customer’s oldest debts first, despite any provisions to the contrary in the buyer’s terms. In the event that costs and interest have already accrued, payments shall initially be credited against the costs, then against the interest, and finally against the principal claim. In the event of default in payment, ict GmbH may charge interest on arrears to the amount of 4.5% above the respective discount rate of the Deutsche Bundesbank (German central bank). Proof of higher penal interest rates shall be furnished by ict GmbH by simple bank certificate. Set-off shall only be permissible upon agreement between the contracting parties.

Retention of title
ict GmbH shall reserve the right of ownership to the delivery item until fulfilment of all business requirements demanded from the customer. The pledging or assignment as security shall not be permissible while the retention of title is in effect. In the event of seizures, ict GmbH shall be informed immediately. In the event that the customer should resell the delivery item, it shall with immediate effect, assign its future claims from the disposal together with all ancillary rights, including any balance claims, as collateral to ict GmbH. If the delivery item is resold together with other items, the customer shall, with priority over the residual claim, assign that part of the claim to ict GmbH which corresponds to the price of the delivery item. If the delivery item is processed or combined with other items, ict GmbH shall be entitled to an ownership interest in the new item to the amount of the share resulting from the ratio of the price of the processed or combined delivery item to the price of the other item. The customer shall be authorised to collect the assigned claim in trust for ict GmbH. In the event of opening of insolvency proceedings, suspension of payments, protest of a bill, or in the case of comparable substantiated reasons suggesting insolvency on the part of the customer, this collecting power shall lapse. The customer’s right of resale shall thereby also be deemed to be revoked. Upon prior warning and setting of a reasonable time limit, ict GmbH shall be entitled to disclose the assignment of security and to realise the assigned claims. The customer shall provide all required information to ict GmbH and hand over the records required by ict GmbH in order to enforce its claims. The customer shall inform ict GmbH immediately of any seizures, confiscations or other attachments by third parties. The costs of defence GmbHainst such attachments shall be borne by the customer. In the event of default in payment, ict GmbH shall be entitled to take back the delivery items after having sent a reminder. The customer shall be obliged to surrender the delivery items. Upon prior warning, ict GmbH shall be entitled to realise the delivery item taken back and to benefit from the returns. The customer shall insure the delivery items owned by ict GmbH against loss and destruction. With deliveries abroad, the customer shall make sure that ict GmbH is granted a security interest corresponding to the expanded retention of title.

Warranties
ict GmbH warrants that the delivery items delivered or services performed by it, respectively, are free from defects or that the warranted characteristics are not lacking. According to the current state of the art, the faultless usability of hardware, software and firmware cannot be guaranteed. ict GmbH does not represent and warrant that the program functions of the software selected by the customer will meet the customer’s demands or work together in the selection made by it. The customer shall inspect every delivery item immediately upon receipt. There shall be no claim based on warranty if obvious defects are not reported in writing within two weeks upon delivery of the item. Warranty claims against a merchant regarding hidden defect shall be excluded if they are not reported within two weeks upon detection. If the delivery item or the service is defective, ict GmbH shall rectify the defects how it chooses. If the delivery item is software, the instruction to bypass the software defect shall be deemed sufficient rectification.

If a reported defect cannot be determined, the customer shall bear the costs of inspection.

The warranty shall lapse if the customer has carried out improper repairs or other works on the delivery item, or uses data carriers, resources and other device-specific accessories during the warranty period which do not meet the quality requirements of the manufacturer of the devices.
ict GmbH shall give no warranty for damages or troubles attributable to wear and tear, incorrect installation or putting into operation by the customer, improper use and operating errors, incorrect or unsuitable power supply, operation with an incorrect current type or voltage, fire, lightning stroke, explosion, moisture, and failure to perform maintenance works necessary or recommended by the manufacturer. The warranty shall also lapse if serial numbers, type or manufacturer designations or other individualising identification signs have been removed or rendered illegible. The claim based on warranty shall become statute-barred six months after the date of delivery or, in the event that installation works or services are carried out, six months after acceptance of the same.

Manufacturer’s guarantee
In the event that ict GmbH is not the manufacturer of a delivery item, ict GmbH shall pass on the warranty acknowledged by the manufacturer to its customers. ict GmbH shall not be responsible for fulfilment of the manufacturer’s warranty.

Liability
ict GmbH shall be liable for intent or gross negligence, for initial inability to perform, under the Product Liability Act, in the case of lack of expressly guaranteed characteristics, if it was exactly the purpose of the representation to protect the customer GmbHainst the damages occurred, furthermore, it is responsible for personal injuries in accordance with legal regulations. Also in these cases, ict GmbH shall be liable for the replacement of lost data only if the customer has ensured that this data can be reconstructed with reasonable effort from machine-readable data material. In the event that ict GmbH should be guilty of breach of material contractual obligations, the liability shall be restricted to the reasonably foreseeable damages as per standard contract provisions. If the customer is a merchant, ict GmbH shall not be liable for gross negligence of agents, if these have breached any accessory obligations. Any further liability shall be excluded by ict GmbH.

Industrial property rights, copyrights of third parties
ict GmbH shall not be liable for the breach of industrial property rights or copyrights of third parties due to the use of the delivery item, unless ict GmbH is aware of conflicting rights of third parties, or not aware of such rights due to gross negligence. ict GmbH shall indemnify the customer against claims asserted by third parties against the customer, based on the industrial property right or copyright law valid in the Federal Republic of Germany, which breach has occurred as a result of the use of the delivery item, if the customer has immediately informed ict GmbH of the assertion of such claims, and the right to settle such claim is reserved for ict GmbH. ict GmbH shall not be liable for claims based on breaches of industrial property rights or copyrights as a result of improper use of the delivery items or their use in connection with a product not supplied by ict GmbH.

Export licences
The export of the delivery items and of technical know-how may be subject to domestic and foreign – in particular US-American – export control regulations. The customer commits itself to observe all relevant export control regulations and to impose these obligations on possible buyers as well.

Subsidiary GmbHreements, modifications and supplements to the contract, form
Subsidiary GmbHreements, modifications and supplements to this contract require written form. This requirement can only be revoked by a written agreement.

Language of contract
The legal venue for all disputes arising from this contract shall be the court responsible for ict GmbH´s business location, insofar as the customer is a fully qualified merchant, a legal entity under public law, or a special fund under public law, or if, at the time of conclusion of contract, the customer has moved its residence or habitual abode to a foreign country, or if its residence or habitual abode are not known at the time the suit is brought. The laws of the Federal Republic of Germany shall apply to this contractual relationship. The application of the Vienna UNCITRAL Convention of 11 April 1980 shall be excluded. The contract language is German.

Severability clause
In the event that the contract concluded under the present conditions should contain a provision which is or becomes ineffective in whole or in part, then the rest of the contract shall remain effective. If the ineffectiveness is not attributable to an infringement of the German Law on General Terms and Conditions (AGB-Gesetz), a provision constituting the closest possible equivalent to the economic purpose originally intended by the contracting parties shall replace the missing or ineffective provision. The contract shall be fully ineffective, however, if the adherence to it would place an undue hardship on one of the contracting parties, even after consideration of the modification provided in the preceding paragraph.

Miscellaneous
Place of business is Aachen.
ict GmbH shall be entitled to engage subcontractors to perform its services.

The customer/principal may transfer rights and obligations from the contract concluded under the present conditions only with the written consent of ict GmbH. The same applies to the assignment of rights from this contract.
The customer shall notify ict GmbH immediately of a change of its place of residence or business and any changes of the legal form and in contingent liabilities.