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general terms and conditions

general terms and conditions (GTC) of SDNORD Systeme & Dienste GmbH

I. general
1. All deliveries and services are exckusively subject to the present sale and delivery conditions.

II. offers, orders and supply contract
1. All offers are non-binding and without obligation.  To contract obligations it requires in any case a written order confirmation on our part. Verbal agreements are not valid.
2. To cost estimates, charts and other documents we retain ownership and copyright exploitation purposes without restriction; they may not be made available for third parties. Documents relating to offers are to be returnes immediately upon request in case the order is not granted.
3. Is software part of the scope of supply and services, all of these rights in particular the copyright remains with us. The buyer doesn't have the right to copy the software, to change it or to authorize third parties access or transfer without our explicit written compliance.
4. The contract of supply is considered contracted when the order has been confirmed by us in writing. Any changes, additions, subsidiary agreements by phone or verbal require our written confirmation to be valid.
5. If an installation is done by us, the expenses are to the buyers account. For installations we charge the resectively valid rates for overtime, weekend-, night- and public holiday work. Compensation for advanced expenses will be charged separately.
6. If a license agreement is printed in the manual and/or help-documentation by the time of softwaredelivery by installation, it will legally be contractual valid by recieving the good. Is the buyer to cancel the license agreement, the goods are to be returned to us.
7. Unless otherwise stated in the offer, source codes, source code documentation and other technical documents are not included to the scope ot delivery.

III. prices and payment
1. Our prices are are quoted net ex works plus the value-added tax valid on the day of delivery. Packing, shipping and insurance are excluded.
2. Set-off due to by us disputed and not legally established counterclaims by the buyer is not admissible. Also, notice of defects and complaints of whatever reason based do not authorize a retention payment.
3. We are entitled to charge interest at the rate of 2% above the discount rate of the Federal Bank in case of late payment. The assertion of further damage is reserved.
4. For orders with a total value of over 3000 EURO we reserve following payment steps: 1/3 when placing the order, 1/3 when ready for dispatch and 1/3 within 30 days after invoicing.

IV. delivery time
1.Our delivery times are generally held to a reasonable extend.
2. The delivery time shall be extended appropriately in the context of labor disputes, especially strikes or lockouts, as well as the occurance of unforeseen circumstances, which we are not responsible for. This also applies for these circumstances to occur with our suppliers. The circumstanced described are also not our responsibility if they occur during an already existing delay. Business transaction with merchants can not derive compensation claims against us from our delay. Likewise refused delivery or withdrawal from the contract is not permitted for exceeding. Moreover, it remains with the statutory provisions.
3. If we default with our delivery and services the buyer may withdraw from the contract after expiry of a from him stated reasonable extention of time. If the buyer suffers damage because of a delay which has arisen as a result of our negligence, he is without further claims entitled to demand compensation for the delay. It is for each full week of delay 1/2%, but will noch exceed 5% of the value of that part of the total delivery which can not be used in time or not in accordance with the contract due to the delay.

V. transfer of risk and shipping
1. The risk passes on to the buyer at the latest when dispatching the delivery, even when we assume other services f.e. costs for shipping or delivery.
2. If delivery is delayed due to circumstanced for which the buyer is responsible, the risk passes on to the buyer on the date of readiness for shipment.
3. At the buyer's request, the shipment will be insured by us accourding to his wishes at his expense.
4. Unless otherwise agreed, the packaging and shipping method can be selected accordning to our best judgement and charged at first cost.

VI. warranty
1. We guarantee warranted characteristics and accuracy of the delivered products accourding to the respective state of the art for a period of 6 months from the arrival of the shipment at destination.The detection of defects must be notified to us immediately in written form.
2. For defects in delivery we are liable to the exclusion of any further claims in the manner that we repair, get repaired, re-supply or credit all those affected parts free of charge at our opinion.
3. For third party product, such as computers and equipment the statutory warranty period applies. For third party products our liability is limited to the assignment of liability claims which we have against the supplier of the product.
4. Replaced parts become our property.
5. Costs, that incur through unjustified notices of defects are at the buyers expenses. We are not obligated to remedy deficiencies as long as the buyer is in arrears with his payment at an inapproriate rate. The defectiveness does not apply if the buyer has made rectification without out written permission or the buyer does not follow our regulations on the treatment of the subject.
6. For improperly made modifications or repair work without our prior written approval by the buyer or third parties. Also the liability resulting of the consequences for software that occurs in our house without acceptance and written permission is excluded.
7. The buyer has to allow us adequate amount of time and opportunity to carry out all necessary repairs and replacements. If he refuses, we are extempt from the liability for defects. For the replacement parts and repair the warranty persiod is 3 months. However it is valid at least until the expiration of the original warranty period for the delivered item. The duration for the liability for defects in the delivered goods will be extended by the duration of the repair service interruption.

VII. reservation of proprietary rights
1. All deliveries occur under conditional sale. The delivered goods remain our property until full payment of all claims, including those from previous or future claims against the buyer incurred by us. The reservation of ownership in continuous business relationship also does not expire when the current account should be temporarily balanced due to a payment by the buyer. The processing and converting of the delivered goods is always done on our behalf without accruing liabilities for us.

VIII. liability
1. Our liability is based solely on the conditions within these agreements. Claims of the buyer against us and our vicarious agents, irrespective of the legal reason whether in culpa in contrahendo, contractional secondary obligation infringement and in tort are excluded. This does not apply to the replacement of body damage and health as well as for compensation for damage to private property, which are based on irrespective fault liability of the product liability act.
2. The contractor is not liable for lack of economic success, lost profits, indirect damages, consequential damages and claims by third parties.
3. The amount of damage from ongoing maintenance and support contracts is limited to the amount of an annual support fee.
4. The contractor is liable for the loss of data and their recovery only if such a loss would habe been unavoidable by adequate backup measures by the customer.

IX. place of jurisdiction
1. Sole place of jurisdiction, if the buyer is a merchant, for all disputes arising directly or indirectly from the contractual relationship is within our choice our head of office or the buyers place of business.

X. final provisions
1. Additionally, the provisions of German law do apply. German law adoes also apply unlimited for deliveries to foreign customers. If individual provisions of these general terms and conditions (GTC) are invalid, the remaining provisions remain effective. Instead of an invalid provision an effective appointment close to its economic purpose is to be seen agreed.


November 23rd, 2015

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