General Terms and Conditions of ict AG, Aachen (Status: 19.05.2005)

General Conditions
Deliveries and services of ict AG are made exclusively according to our General Terms and Conditions. Licence conditions of software producers are included in the surrender conditions of ict AG. Deviating conditions of the buyer/customer do not apply. The scope of deliveries and services results from the order or our order confirmation (as the case may be). The power and function scope is determined by the producer's product description.

Contract establishment
An order is accepted by ict AG either by delivery or by confirmation of order within four weeks. ict AG's offers are not binding if no time limit has been set. Technological data and descriptions from promotional material and/or product descriptions only are binding if they have been confirmed in writing by ict AG. ict AG reserves the right of ownership and copyright (as the case may be) on surrendered elaborations, drawings and other documents.

Withdrawal from the contract
ict AG may withdraw from the contract.
if the customer's credit standing is not sufficient or a quick deterioration of assets occurs and the customer is unable to provide sufficient security.
in case of reasons ict AG is not able to control or may not be held responsible for.
Form and construction changes do not entitle the customer to withdraw from the contract.

Deliveries and services
Partial deliveries and services are admissible and may be invoiced. Delivery dates or times are not binding unless they have been expressly confirmed as binding. In case of delays resulting from force majeure or other operating troubles with ict or its pre-supplier the delivery times are prolonged accordingly. For a delivery on time it is presumed that the buyer/customer fulfils his obligations in due time and form. In case of agreed training services the customer is not entitled to a certain training staff. ict AG may have a third party perform its services.

Surrender of software
The customer is granted the non-transferrable and non-exclusive right to use the unchanged software himself. The right of usage only applies for a single device identified in the order or the confirmation of order (as the case may be). The use on an altered device or several devices or in a network (as the case may be) requires ict AG's written consent. The user documentation may be saved in electronic form. Duplication is only admissible for own use or for security purposes. The printed user documentation may not be duplicated.
The user is solely responsible for backing up programs and data. Notices of copyright or other right holders on data carriers and documentations may not be removed. Regulations of the manufacturer on rights of usage take precedence over ict AG's conditions. In case of a breach of the conditions on surrender of software ict AG may terminate the right of usage in writing without reimbursing the licence fee.

Cooperation of the customer
The customer has carried out all prepared measures to install a computer system at his expense and on his responsibility. The customer bears the costs for additional expenses of ict AG due to faulty or insufficient preparatory measures. If the measures are not carried out in time the period until delivery or service performance (as the case may be) is prolonged accordingly. ict AG's right from delayed acceptance remains in effect. The customer arranges the working environment according to ict AG's specifications.
The customer takes appropriate measures for the case that the delivery item does not work according to contract or services are not performed according to contract, namely including but not limited to alternate procedures, data backup, permanent checking of results, defect analysis and detailed descriptions of the defect pattern. It must be possible to reconstruct data from machine-readable data material with reasonable effort. If required the customer provides ict AG with lockable storage rooms, data and telecommunication facilities and the staff needed for industrial safety reasons free of charge. The customer bears any management costs. The customer in particular cooperates in specifying services and tests. ict AG is enabled to access the delivery item by data remote transfer. The customer undertakes only to use equipment and appliances meeting the specifications of the delivery item's manufacturer.

Handover
If the customer delays the acceptance for more than 14 days as of receipt of the notice of provision ict AG may give a grace period of 14 days. After fruitless expiration ict AG is entitled to claim compensation for damages due to default. If the customer refuses acceptance or obviously is not able to fulfil his financial obligations, the grace period is dropped. Compensation for damages is 20% of the delivery item's price unless ict AG provides proof of a higher damage. In case of delayed acceptance ict AG may demand additional expenses for provision, storage and conservation of the contract subject.

Passing of risk
The risk is transferred to the carrier upon handover of the delivery item - upon partial deliveries, too -, and even when ict AG has taken over other services or in case of returns. On request of the customer the delivery is insured against theft, breakage, damage in transit, fire and water at the customer's own cost. Damages in transit shall be claimed directly by the customer towards the forwarding company. If shipment is delayed by circumstances the customer is to be held responsible for the risk is transferred to the customer as of the day of readiness for dispatch.

Prices, terms of payment
Prices according to order or confirmation of order (as the case may be) apply. If no price has been determined, the prices according to ict price list ex factory effective at the time of the contract conclusion apply, plus legal turnover tax. The customer bears the cost for special packaging, transport insurances and import or export fees (as the case may be) for deliveries abroad. The device and software prices do not include remunerations for data carriers, appliances, equipment, installation, introductions, trainings and travel expenses. Invoices, even partial invoices, are due within seven days as of date of the invoice without any deduction. If the customer falls into arrears all invoices are due immediately. ict AG is entitled to credit payments against the customer's oldest debt first despite differing conditions of the customer. If costs and interests have already accrued payments are credited against the costs first, then to the interests and finally to the main claim. In case of default in payment ict AG may charge default interest of 4.5% above the respective discount rate of the German Federal Bank. Higher default interest shall be proven by a simple bank confirmation by ict AG. Set-offs are only admissible if the contractual parties have agreed on them.

Reservation of title
ict AG reserves ownership of the delivery item until all claims it is entitled to as a consequence of the business relationship with the customer have been fulfilled. The customer is not entitled to pledge or assign the delivery item as a security during effectiveness of the reservation of title. In case of a pledge ict AG shall be informed immediately. If the customer sells the delivery item, he already assigns his future claims from the sale with all subsidiary rights, including possible balance claims, to ict AG by way of security. If the delivery item is sold together with other items, the customer assigns to ict AG the part of the claim matching the delivery item's price with precedence on the remaining claim. When processing or binding with other items ict AG is entitled to co-ownership of the new item for the amount of the share resulting from the relation of the price of the processed or bound delivery item to the price of the other item. The customer is authorized to collect the assigned claim in trust for ict AG. In case of application on opening insolvency proceedings, suspension of payments, note protest or if there are similar valid indications suggesting the customer's inability to pay this authorization to collect is discharged. The customer's right of resale thereby is considered revoked, too. ict AG is entitled to disclose the security assignment after previous threat and appropriate deadline and to liquidate the assigned claims. The customer shall give ict AG all necessary information and hand over the documents ict AG needs to enforce its claims. The customer shall immediately inform ict AG of pawning, seizure or other third party actions. The customer bears the costs of protection against such actions. In case of default in payment ict AG is entitled to take back the delivery item after a reminder. The customer is obliged to hand it out. ict AG is entitled to liquidate the delivery item it has taken back after threat and to satisfy itself from the proceeds. The customer insures against loss and demolition the delivery items owned by ict AG. In case of deliveries abroad the customer takes care that ict AG is granted a security interest corresponding to the prolonged reservation of title.

Warranties
ict AG warrants that delivery items delivered by it or services performed by it (as the case may be) are not flawed or not lacking ensured characteristics. At the current state of the art it is not possible to warrant flawless usability of hardware, software and firmware. ict AG does not warrant that the program functions of the software chosen by the customer meet his requirements or operate concurrently in his chosen selection. The customer shall check each delivery item immediately upon receipt. There is no warranty claim unless obvious defects are announced in writing within two weeks after delivery of the item. Warranty claims of a merchant on account of hidden defects are excluded unless announced within two weeks after discovery. If the delivery item or the service (as the case may be) is defective, ict AG amends at its own discretion. If the delivery item is software, an instruction how to bypass the software defect is a sufficient amendment.

If a defect complained about is not detectable the customer bears the inspection costs.

The warranty does not apply if during the warranty period the customer has made improper repairs or other operations to the delivery item or used data carriers, appliances and other device-specific equipment not meeting the quality standards demanded by the device's manufacturer.
ict AG gives no warranty for damages and failures that can be traced back to wear and tear, incorrect installation or launch by the customer (as the case may be), improper use and operating errors, faulty or unsuitable power supply (as the case may be), operation with the wrong type of current or voltage, fire, lightning, explosion, humidity and neglect of maintenance work necessary or recommended by the manufacturer (as the case may be). The warranty also does not apply if serial number, type or manufacturer labelling or other markings individualizing the delivery item have been removed or made unreadable. The warranty claim becomes time-barred six months after date of delivery or in case of installation works or services six months after their acceptance (as the case may be).

Manufacturer's warranty
If ict AG is not the manufacturer of a delivery item ict AG transfers to its customer the warranty acknowledged by the manufacturer. ict AG may not be held responsible for fulfilling the manufacturer's warranty.

Liability
ict AG is liable for deliberate acts or gross negligence, initial incapacity, in compliance with the German law on product liability and in case of lack of characteristics expressly promised if the promise had the purpose of protecting the customer against the occurred damages and for personal injuries it can be held responsible for according to provisions of the law. ict AG is only liable for recovering lost data even in these cases if the customer ensured that this data may be reconstructed from machine-readable data material with reasonable effort. If ict AG culpably and significantly breaches contractual obligations, liability is limited to the damages reasonably foreseeable and inherent to such contract. If the customer is a merchant ict AG is not liable for gross default by vicarious agents if they have breached collateral duties. For the rest ict AG's liability is excluded.

Industrial property rights, third party copyrights
ict AG is not liable if the use of the delivery item breaches property rights or copyrights of third parties (as the case may be) unless ict AG is aware of third party rights to the contrary or is not aware of them due to gross negligence. ict AG indemnifies the customer from claims third parties assert on the customer in consequence of use of the delivery item on ground of an industrial property right or copyright (as the case may be) applicable in the Federal Republic of Germany if the customer has informed ict AG immediately and in writing about the assertion of such claims and ict AG reserves any and all regulations. ict AG is not liable for claims based on breaches of property or copyright due to improper use of the delivery items or their operation in connection with a product not delivered by ict AG.

Export licences
Exporting the delivery items and the technological know-how may be subject to export control regulations at home and abroad - in particular in the USA. The customer undertakes to observe all relevant export control regulations and to impose these obligations on a possible recipient as well.

Subsidiary agreements, changes and amendments to the contract, form
Subsidiary agreements, changes and amendments to this contract shall be made in writing. This regulation on the written form may only be voided by written agreement.

Jurisdiction, choice of law, contractual language
Court of jurisdiction for any disputes arising from this contract is the court competent for ict AG's domicile if the customer is a general merchant, a person under public law or a special fund under public law, the customer has moved his domicile or regular residence abroad upon conclusion of the contract or his domicile or regular residence is unknown at the time of filing the claim. The laws of the Federal Republic of Germany apply to this contractual relationship. Application of the Vienna UNCITRAL agreement of 11 April, 1980, is excluded. The contractual language is German.

Severability clause
If the contract concluded to these conditions includes a regulation that is or becomes ineffective fully or in parts, the rest of the contract remains in effect. If the ineffectiveness is not based on a breach of German ABG law (law on General Terms and Conditions), instead of the missing or ineffective regulation a regulation is considered agreed coming closest to the intended economic purpose of the missing or ineffective regulation. However, the contract is ineffective in its entirety if abiding by it constituted an unreasonable hardship on one of the contractual parties even in consideration of the amendment intended in the above paragraph.

Other regulations
Place of performance is Aachen
ict AG is entitled to have its services provided by subcontractors.

The customer may only assign rights and obligations from the contract concluded under these conditions with written consent of ict AG. The same applies for ceding rights from this contract.
The customer shall immediately announce a change of residence or domicile and changes in legal form and contingency.