General conditions for deliveries and services of PLT networks GmbH Robert-Schuman-Platz 2 54634 Bitburg / Germany (hereinafter referred to as "PLT") § 1 Subject and general conditions of PLT's activities (1) These project conditions (hereinafter referred to as "Conditions") apply to all - also future - contracts for deliveries and services between PLT and the customer. Conflicting or deviating terms and conditions of the Customers shall not be bound by PLT unless PLT expressly agrees to their validity in writing. Any The customer's terms and conditions of business are hereby rejected even if they are applicable to PLT in a letter of confirmation or in any other way or that PLT will deliver goods or services without reservation or the client or accepts services of the client without reservation, without complying with the conditions of the client once again. (2) PLT renders its services exclusively on a self-employed basis and is subject to the following conditions when performing the transferring activities do not follow any instructions from the client. The client will only give instructions on the content, scope and nature of the to the extent that these are necessary for the proper execution of the contract. (3) PLT shall be entitled to also work for other customers. (4) PLT may also make use of third parties in the performance of its duties. However, PLT shall remain responsible for the proper performance of the contractual obligations towards the client. § 2 Scope of services of PLT (1) PLT shall owe the Customer the performance of those goods and services which are explicitly stated in the offer are described. The scope of services can be changed, supplemented or specified by the parties at any time by mutual agreement. (§ 5). PLT shall then submit a corresponding supplementary offer to the customer. PLT shall not be services that are not included in the written offer or in written supplementary offers of PLT or in these offers. conditions are listed. (2) In addition, PLT offers the customer the possibility to support the customer at the beginning of the project in determining the concrete requirements of the customer. and to assist in the preparation of the specifications, for example by means of the following services, which are to be ordered and paid for separately measures: • Preparation and implementation of a (one or several days) workshop at the client's premises. • The workshop serves to assist the client in determining his needs in connection with the project and the preparation of the specifications. • The parties will agree in writing in advance on how many workshop days to determine requirements are required. • PLT will determine the actual state together with the customer within the workshop and define the target state. • Based on a comparison of the actual and the target state PLT will determine possibilities how the customer can target state can be reached. In this context PLT also gives a first, non-binding overview of the software/hardware products which - based on the client's requirements - are suitable for the client. The Presentation of the products in question is based on the respective manufacturer's specifications. • After execution and evaluation of the workshop PLT provides the customer with a written demand analysis Offer Project file as well as a rough concept, which shows how the client can achieve the desired target state can. • In this workshop phase PLT will only support and advise you. The client remains in full extent responsible for the correct and complete preparation of the specifications. § 3 Obligations of the client to cooperate (1) The client is aware that the success of the project is due to the complexity and strong client relation of IT and software products requires a particularly close cooperation between the customer and PLT. Both The parties therefore undertake to show mutual consideration, to provide comprehensive information, to warn each other as a precaution against Risks and protection against disturbing influences also from third parties. (2) In particular, the customer shall ensure on its own responsibility that PLT takes all measures necessary for the implementation of the information and documents required for the project (especially, but not only, for all functional processes, plans and functional descriptions of the process technology) without being requested, in time and free of charge for PLT and that PLT will be informed of all processes and circumstances which are directly or indirectly relevant to its services. are of indirect importance. This shall also apply to documents, information, processes and circumstances which are only of activities of PLT become known. (3) If the customer commissions PLT to carry out a workshop to determine requirements (§ 2 Paragraph 2), the The parties jointly determine the dates for the planned workshop. The dates agreed in writing are binding and can only be changed with the agreement of the other party. The client guarantees that with the Workshop all project-relevant persons are present or at least reachable. (4) The client remains fully responsible for the correct and complete preparation of the specifications. (5) Upon written request by PLT the customer will be informed about the definition of intermediate results ("milestones"). to participate. All inquiries of PLT that are beneficial to the project realisation from PLT's point of view shall be to be answered immediately. (6) Furthermore, the Customer warrants that PLT shall have the necessary access to the Customer's premises, that sufficient workplaces and communication facilities are available, and that project-relevant employees of the customer, if and insofar as necessary, in sufficient numbers to ensure that the necessary knowledge transfer and technical support are guaranteed. In addition, PLT shall receive from the customer, if not in writing not agreed upon, sufficient remote access to all systems required for project implementation and sufficient permissions on these systems. (7) Within the scope of project implementation it may become necessary to store data of the customer and the standard and individual software (the "Customer System") in consultation with the Customer to one or more of PLT for the customer operated virtual machines and to operate them in them. The customer system then runs depending on the requirements of the individual case for a certain period of time exclusively or parallel in the PLT for the Customer operated virtual environment before being migrated back to the customer. The customer guarantees to PLT and stands opposite PLT for the fact that he has all necessary licences available which are necessary for the outlined, temporarily parallel operation of the customer system in a possibly redundant, virtual environment from PLT are required. (8) The customer assumes all cooperation and provision services mentioned in paragraphs 1-7 above as a its own essential contractual obligation. § 4 Delivery and performance deadlines; delay (1) The parties determine the schedule for the project realisation immediately after the order has been placed and define in particular the milestones for interim acceptance. The dates agreed in writing are only binding if all necessary conditions for compliance with the dates are available in time (in particular all necessary cooperation activities and documents of the client) and no unforeseen obstacles occur for which PLT is not responsible. (2) Delivery periods and dates shall be deemed to have been met if, before their expiry, the item to be delivered has left PLT's plant or readiness for dispatch has been notified. (3) If the delivery or service is delayed for reasons for which the customer is responsible, the customer shall be informed of the beginning one month after notification of readiness for dispatch, the costs of storage shall be charged. In case of storage by PLT the storage costs amount to 0.5 % of the invoice amount of the delivery or service to be stored per week, but a maximum of 5 % of the invoice amount. (4) If the customer does not collect the delivery or service offered by PLT or does not call them up on the agreed date (§ 4 Paragraph 1), then PLT shall be entitled, after the expiry of a reasonable period of time set in writing, which shall be at least 14 days, to cancel the ordered to invoice services to the client. PLT shall then invoice the actual service at its reasonable discretion to In this case, originally agreed deadlines shall lose their validity. (5) If a binding deadline is exceeded for reasons for which PLT is solely and directly responsible, the Customer PLT first in writing and by granting a reasonable period of time, which, however, shall be at least 14 days to request the performance of the service owed. PLT shall only be in default after the fruitless expiry of this period. In case of default, the amount of damages for each full week of delay shall be limited to 0.5 % of the value of the delayed part of the service. This paragraph shall not apply in case of intentional or gross negligence of PLT or his vicarious agents. Furthermore, the client reserves the right to prove that a higher damage and PLT reserves the right to prove that no damage at all or only a considerably lower damage has been incurred. (6) The claims in paragraph 5 represent the only remedies available to the client in the event of default. Any recourse to competing bases of claims, in particular of a non-contractual nature, are excluded. (7) PLT shall not be liable for impossibility or delay of delivery or provision of services if these are caused by higher Force majeure or other events not foreseeable at the time of the conclusion of the contract (e.g. breakdowns of any kind) mobilisation, war, riot, strike, traffic accident, natural disaster, sabotage, serious illness of project team-members or similar events) for which PLT is not responsible. If such events PLT has caused the make delivery or performance considerably more difficult or impossible and the hindrance is not only of a temporary nature duration, PLT shall be entitled to withdraw from the contract. In the event of hindrances of a temporary duration the delivery or the delivery or service dates are postponed by the period of the hindrance plus the period of the a reasonable start-up period. Insofar as the acceptance of the delivery or service by the client is not possible due to the delay, the cannot reasonably be expected, he may rescind the contract by immediate written declaration to PLT. (8) If the customer does not fulfil his obligations to cooperate or to provide materials in whole or in part or does not fulfil them in due time If PLT fails to meet the agreed delivery dates, the delivery dates affected by this shall lose their binding force for PLT, in particular PLT shall not be in default. According to first unsuccessful written reminder, PLT shall be entitled to compensation for the damage incurred including any Additional expenses. If the client also fulfils his obligations within a period set with a second reminder reasonable grace period, PLT is furthermore entitled to terminate the contract without notice and to claim damages. to demand legal provisions. § 5 Changes in the scope of services (1) Changes to the scope of services according to § 2 can be requested in writing by both parties at any time. An However, the obligation to carry out the change requests only exists if both parties agree to carry out the and on the associated adjustments to the description of the scope of services, the remuneration, the schedules and deadlines for execution and all other points which one party considers to be in need of regulation, have notified us in writing as part of the change request process. (2) The change request procedure (hereinafter referred to as "CR procedure") is intended to facilitate smooth project processing. must be observed. A request for a change in the scope of services (change request) will be considered by the client as written proposal (e-mail is sufficient) submitted to the CR procedure. In the case of several, simultaneous change requests the client to prioritise them himself. Delivery and performance deadlines shall be extended by the period during which PLT is Request of the client Checking change requests, preparing change offers, negotiations with the client leads to change offers or, as a result of the change request, the project implementation at the request of the client was interrupted, plus a reasonable restart period. Any changes made as a result of requests for changes by the Additional expenses incurred by PLT for the Customer shall be charged in accordance with the terms and conditions of the offer (in particular the respective applicable hourly or daily rates, § 9 par. 4), unless the parties have agreed in writing to arrange something else. (3) Otherwise, PLT shall submit a supplementary offer to the customer in the event of change requests and only then start implementation after written acceptance of the respective supplementary offer. § 6 Acceptance of the specification sheet (1) The Customer shall accept the performance specification prepared by PLT on the basis of the performance specification prepared by the Customer. in particular with regard to the implementation of the specifications provided by the client in writing with the Check information and documents and accept them in writing. (2) In the context of the planning or project phase, a defect means in particular any deviation of the specifications from the information and documents provided by the client in writing with the specifications, insofar as the Deviation is not based on subsequent and additional information from the client and a corresponding change in the request. (3) The client may not refuse to accept the specifications due to minor defects. This is however subject to the reservation that PLT shall remedy these defects without delay. (4) If the Customer fails to submit a written list of defects to PLT within 14 days of receipt of the specifications is handed over, the requirements specification shall be deemed accepted. (5) If the acceptance of the specifications fails at least twice for reasons for which PLT is solely and directly responsible. If the order is unsuccessful, the client may assert the rights to which he is legally entitled. § 7 Acceptance of software and hardware (1) The object of the acceptance is the contractually owed performance of the software and the delivered hardware, including the complete implementation of the requirements specification (if necessary, in the specification which is to be updated after the implementation of one or more change request procedure), as well as the proper nature of the documentation. Hardware in the sense of of these project conditions does not only mean computer/IT hardware, but includes all physical delivery items (such as, for example, but not exclusively, switch cabinets, motors, etc.) Prerequisite for the acceptance is that PLT has to correspond to the customer completely hands over the software, hardware, documentation and all work results and provides him with indicates readiness for acceptance. (2) PLT shall offer the customer the software and hardware for acceptance ("offer for acceptance"). The customer shall checks the software, the hardware and the functionality of the system immediately, but in any case within 14 days days after the offer for acceptance. The scope of testing as well as any defects detected shall be recorded by the client and PLT immediately in writing. PLT undertakes to remedy any defects complained about without delay or to send the for correction. (3) With regard to partial acceptances the above paragraph 2 shall apply accordingly. The obligation for total acceptance remains unaffected by any Partial acceptances unaffected. (4) Acceptance in spite of minor defects shall not release PLT from its obligation of subsequent performance or rectification. A A significant defect is deemed to exist in particular if the system is not, only with significant restrictions or significant deviations from the software documentation is functional. However, a defect does not exist if the software documentation provided by Customer expected results already achieved by changing the individual system settings ("customizing") can be. If the documented major defects have been remedied, the acceptance by the customer shall be in writing. If the client does not submit a written declaration of acceptance within 14 days of receipt of the offer for acceptance written list of defects to PLT, or if the customer puts the system into productive operation, the requirements of PLT as accepted. (5) If acceptance fails at least twice for reasons for which PLT is solely and directly responsible, the client to assert the rights to which he is legally entitled. § 8 Retention of title (1) All deliveries shall remain the property of PLT until all claims against the Customer arising from business relationship, irrespective of the legal grounds, including future or conditional claims (hereinafter referred to as "reserved goods"). (2) Processing and treatment of the goods subject to retention of title shall be carried out on behalf of PLT as manufacturer within the meaning of § 950 BGB without obliging PLT. The processed goods shall be deemed to be goods subject to retention of title within the meaning of paragraph 1. goods subject to retention of title with other goods by the customer, PLT shall be entitled to co-ownership of the new item in the ratio of the the invoice value of the reserved goods to the invoice value of the other goods used. If the ownership of PLT by combining or mixing them, the customer hereby assigns to PLT the rights to which the customer is entitled. rights of ownership of the new stock or the object to the extent of the invoice value of the reserved goods and shall keep them free of charge and in trust for PLT. The resulting co-ownership rights shall be deemed reserved goods in the within the meaning of paragraph 1. (3) The customer must be informed of any effected or imminent seizure or other impairment of the reserved goods by third parties. The customer shall immediately notify PLT in writing and mark the reserved property of PLT as such. (4) If the above rights of retention of title are not effective according to the law in whose area the goods are located or unenforceable, the security corresponding to the retention of title in this area shall be deemed agreed. The The client undertakes to take all necessary measures for the realisation and maintenance of such security rights to cooperate for. § 9 Remuneration; Due date; default in payment (1) The remuneration is based on the offer of PLT. All prices are plus statutory value added tax. (2) Unless the parties have agreed otherwise in writing, billing and invoicing shall be carried out in accordance with the Payment of the price owed by PLT immediately upon reaching an agreed milestone or after acceptance by the client has been carried out. Invoice amounts shall be paid within 30 days of invoice date without any deduction for PLT free of charges and expenses to the account named by PLT. The date of payment is the date of receipt by PLT. The client shall be in default at the latest 10 days after the claim becomes due, without any reminder being required. If the payment deadline is exceeded, PLT shall be entitled to charge interest at 9 percentage points above the base interest rate at the latest from the time the default occurs. The assertion of further damage caused by default remains reserved. (3) Licenses and hardware will be invoiced to the client directly after the order is placed. (4) Additional services ordered and the costs incurred by PLT due to the customer's requests for changes shall be charged to the customer. Additional expenses will be remunerated separately by the client in accordance with the conditions of the offer. Also waiting periods, which for which PLT is not responsible shall be paid for each commenced hour against proof. You will find the offer hourly or daily rates, as set out in the Annex. § 10 Offsetting; rights of retention (1) The customer may only assert claims against PLT if they are undisputed, acknowledged by PLT and legally binding. established claims or with claims which are reciprocal to the claim of PLT, offset. (2) The client is only entitled to exercise a right of retention if his counterclaim is based on the same contractual relationship. § 11 Warranty (1) PLT warrants in accordance with the statutory provisions and this § 11 that the deliveries and services are free of material defects and defects of title. (2) Notwithstanding the client's obligation to carry out an inspection, the client shall be obliged to report any defects detected to PLT immediately in writing, otherwise any warranty rights shall expire. (3) All claims of the customer due to defects shall become statute-barred within one year after acceptance of the affected service or delivery part. § 12 Liability (1) With the exception of liability under the Product Liability Act (ProdHaftG), for fraudulent concealment of a defect, on account of a guarantee which PLT has assumed for the quality of the goods or services or for damage which culpable injury to life, limb or health, PLT shall be liable to the customer in the event of a breach of the contract concluded between PLT and the customer, the customer shall be liable for obligations to pay damages only in accordance with the following provisions, but without prejudice to the statutory conditions for such liability. (2) PLT shall only be liable for damages - irrespective of the legal basis - in the event of culpable violation of essential contractual obligations and in the event of the intentional or grossly negligent breach of other contractual existing contractual obligations. Essential contractual obligations are such obligations, the fulfilment of which the proper execution of the contract in the first place and on whose fulfillment the client can regularly rely and may rely. (3) In the case of simple negligent breach of essential contractual obligations, PLT's liability shall be limited to compensation for the foreseeable, typical damage. (4) In the event of a simple negligent breach of other contractual obligations owed to the customer, PLT's liability is limited to a maximum of 150% of the value of the non-contractual part of the service. (5) The above limitations of liability shall also apply in the event of breaches of duty by or in favour of persons whose fault PLT has to represent according to statutory provisions. (6) Beyond that, liability of PLT is expressly excluded. § 13 Conclusion of contract, termination (1) Unless otherwise specified in writing in the offer, PLT shall be bound by this offer for 30 days from the date of the offer. The contract shall be concluded upon signature of the offer or the written order confirmation by PLT by the customer and receipt of these documents by PLT. (2) PLT may terminate the contract with immediate effect if the customer is in arrears with an agreed payment for more than 60 days or, despite a written warning, continues to violate a provision of these terms and conditions or other agreements. (3) The customer shall only be entitled to terminate the contract due to a breach of contractual obligations on the part of PLT if PLT has contractual obligations in spite of two written warnings and after expiry of a period of time specified in the respective warning has culpably failed to comply with the reasonable deadline set. (4) The right of both parties to extraordinary termination for good cause remains unaffected. (5) Any termination must be made in writing by registered letter. § 14 Secrecy (1) PLT undertakes to keep confidential all business and trade secrets of which it has become aware or will become aware and information of the company which is designated as confidential or which is to be treated as confidential due to other circumstances or of the companies affiliated with the client in accordance with § 15 of the German Stock Corporation Act (AktG), also about the end of this agreement until it becomes apparent, but at least for a period of 3 years after the end of the contract period, to maintain strict silence and not to use it for any other purpose than that of this agreement to use. (2) PLT shall carefully store the business documents handed over to it, protect them against inspection by third parties and ensure that they are not accessible to third parties at any time. of this agreement. The assertion of a right of retention is excluded. PLT shall notify the impose the same obligations on the staff employed and any third parties. § 15 Supply of Hardware; Supply of Software and Licenses; Granting of Rights (1) Unless otherwise specified in writing in the offer, the delivery of hardware shall be FCA (free carrier - Incoterms 2010) PLT networks GmbH, Robert-Schuman-Platz 2, D-54634 Bitburg (2) Partial deliveries are permissible, as far as they are reasonable for the customer. (3) The delivery of software, project results as well as the project documentation is carried out in digital form, unless the The parties agree in writing to something different. (4) The project language is German. If PLT owes documentation, it shall be delivered in German. The Languages of the documentation of supplied components (software, hardware) are determined by the The languages offered by the manufacturer are determined by PLT and are not the responsibility of PLT. (5) The names and trademarks used for the software as well as the languages used in the software and accompanying material are not the responsibility of PLT. Industrial property rights and copyrights remain with the manufacturer or its licensors. (6) Licensing shall be effected against payment of the agreed licence fee by the customer by way of provision of a corresponding license key, which is provided individually by PLT after the installation of the system. The license depends on the underlying hardware. If system components are changed on the hardware side, the following must be done a new license key can be provided. PLT provides the End User License Agreement of the respective manufacturer, which must be signed by the client. (7) The customer acquires the right to use the software on as many workstations integrated in a local network to use how he paid royalties. The basis of assessment for this shall be the amount stated in the associated contract number of licences and any special agreements made (quantity scales, unlimited licences, etc.). (8) Modifications, extensions of the program code / source code and change requests, which are shall become the property of PLT. The rights of use and exploitation for these Program adaptations are also available to PLT. The customer shall receive the non-transferable rights of use of these Individualization. § 16 Copyrights (1) PLT shall retain the title and copyright to cost estimates, drafts, drawings and other documents They may only be made accessible to third parties with the prior written consent of PLT. About offers Associated drawings and other documents shall be returned to PLT upon request. (2) If PLT delivers goods or services according to drawings, models, samples or other documents provided by the customer, PLT shall be entitled to other documents, the client shall guarantee that the industrial property rights of third parties are not infringed will be. If third parties prohibit PLT in particular from performing the deliveries owed on the basis of industrial property rights and services, PLT shall be entitled - without being obliged to examine the legal situation - to carry out any further activity in this respect. and to demand compensation for damages if the client is at fault. The client undertakes to also to indemnify PLT without delay from all claims of third parties in connection therewith. § 17 Dispute settlement; place of jurisdiction; choice of law (1) The Parties shall endeavour to avoid any disputes arising out of or in connection with the disputes arising out of the legal relationship shall be settled promptly by negotiation in good faith and in a spirit of partnership to the other party. (2) If the parties are unable to settle the dispute by negotiation within 30 days after one Party has requested the other Party in writing to enter into negotiations, both Parties shall be entitled to the ordinary course of law is open. The courts in Trier are exclusively responsible for all disputes arising from or in connection with the legal relationship existing between the parties. (3) The legal relationship between PLT and the customer shall be governed by German law excluding the conflict of laws provisions. and the UN Convention on Contracts for the International Sale of Goods (CISG) § 18 Final provisions (1) Oral or written subsidiary agreements do not exist. (2) Amendments and supplements to these terms and conditions through individual contractual agreements within the meaning of §305b BGB require no form. In all other respects changes or additions require text form. (3) The customer shall allow PLT to name him as a reference and in this context to use his name and logo on the website of PLT and in presentations. (4) If a provision of these terms and conditions is or becomes invalid in whole or in part, the validity of the remaining provisions shall be of the other provisions of these conditions shall not be affected. The parties agree already now to replace the ineffective In the event of a conflict of interest, the parties shall agree on a legally permissible provision that comes as close as possible to the economic intention. This applies even in the event of an unintentional regulatory gap. © PLT networks GmbH, Robert-Schuman-Platz 2, 54634 Bitburg / Germany