General Terms and Conditions of IOSONO GmbH

§ 1 Object of the Contract
(1) The object of the contract is the purchase of hardware including all respective documentation ("Hardware") consisting of the devices, elements and additional equipment with the respectively specified attributes and performance characteristics listed in the contract. The programs firmly stored in the hardware shall be utilized for the contract purposes only; any other utilization shall be excluded. In the following, the term "Hardware" shall include such programs.

§ 2 Price, payment modalities
(1) The price of the hardware shall be stipulated in the contract. Unless otherwise expressly agreed upon, this price shall include compensation for all ancillary Iosono GmbH services. It shall be due for payment within two weeks after the issue date of the invoice, net.
(2) Until complete payment of the hardware price has been made, Iosono GmbH shall retain ownership in all items delivered within the scope of this contract. Ownership of these items shall pass to the buyer only upon Iosono GmbH's written consent.
(3) In the event of attachments or other third party manipulations, the buyer shall be required to notify Iosono GmbH immediately. Failure to comply with this provision shall make the buyer liable for all damages incurred.

§ 3 Shipment, installment
(1) Iosono GmbH shall deliver the hardware free domicile. Shipping dates and installation location shall be stipulated in the contract.
(2) By the agreed upon delivery date, the buyer shall provide the space, technical and other installation and connection requirements enabling Iosono GmbH to achieve operational readiness. The installation and connection requirements are provided in detail in the documentation handed over to the buyer prior to the execution of the contract; if there are any changes or additions, Iosono GmbH shall notify and consult with the buyer in a timely fashion. Iosono GmbH shall not be responsible for connecting the hardware within the scope of the installation and the attainment of operational readiness with other devices or programs.
(3) The buyer shall immediately examine the supplied items for potential transportation damages and other exterior defects, shall secure the respective evidence and shall transfer any regressive rights to Iosono GmbH by releasing the respective documents.
(4) Iosono GmbH shall perform the installation immediately upon delivery and get the hardware operationally ready pursuant to the specifications and performance characteristics stipulated in the contract, provided the buyer has met the requirements stipulated in Article 2. Iosono GmbH shall notify the buyer of the operational readiness immediately. In the event that the operational readiness cannot be obtained immediately upon delivery for reasons the buyer is accountable for, the fifth working day upon delivery of the hardware shall be considered the day of operational readiness.
(5) The risk shall transfer to the buyer upon delivery.

§ 4 Warranty
(1) Iosono GmbH warrants that the hardware meets the attributes described in the contract. If the attributes of the hardware are not agreed upon specifically in the contract, Iosono GmbH shall warrant that it is suitable for the purposes stipulated in the contract and if no specific purposes have been stipulated in the contract, for the standard utilization of such hardware and that it meets the industry standard of attributes that can be reasonably expected by the buyer; a minor reduction of value or suitability notwithstanding. Iosono GmbH does not make any warranties beyond these provisions.
(2) The warranty period shall be twelve months and shall begin on the day of operational readiness.
(3) The buyer shall notify Iosono GmbH of any defects that occur during the warranty in terms of all detectable details; to the fullest extent possible in reproducible format. To this end, the buyer shall obey the instructions and recommendations of Iosono GmbH regarding problem analysis and error determination within a reasonable scope.
(4) Defects that are reported properly within the term of the warranty period shall be eliminated by Iosono GmbH at the latter's expense. In the event that it should be determined that no defect has occurred, Iosono GmbH shall be entitled to claim expense compensation based on an hourly rate of € 80.00 (plus required expenses).
(5) The warranty shall not comprise the elimination of errors that occur due to regular wear and tear, exterior impact or operational errors. It shall be void if the buyer modifies devices, elements or additional equipment without the approval of Iosono GmbH, or has such alterations performed by third parties, unless the buyer verifies that the impending defects have not been partially or completely caused by such modifications and that the elimination of such defects is not being hampered by the modifications.
(6) Within the scope of its warranty obligations, Iosono GmbH shall have the right to replace faulty devices, elements and additional equipment or repair components, or exchange them. The buyer shall extend to Iosono GmbH the required time and opportunity to perform remedial work.
(7) If it is possible and, in view of the defect, viable, Iosono GmbH shall, until a final resolution has been implemented, provide an interim solution to bypass the defect; this interim solution may also be provided in the form of comparable deviation equipment.
(8) In the event that remedial activities should fail or be intolerable, the buyer shall have the right to rescind from the contract (revocation) or reduce the purchase price (reduction).

§ 5 Unattached to third party rights
(1) Iosono GmbH warrants that for the territory of the Federal Republic of Germany to the best of its knowledge, the hardware is not attached to third party rights and the contract-specified use does not infringe upon third party proprietary rights.
(2) The parties shall notify each other promptly in writing should they become subject to claims due to the infringement of proprietary rights.
(3) In the event that the contractual utilization should be impacted by third party rights, Iosono GmbH shall have the right, to in a manner reasonable for the buyer, to at its discretion and cost obtain licenses or modify or completely or partially exchange the hardware.
(4) In the event that Iosono GmbH should fail to eliminate the hindrances caused by third party rights pursuant to the provisions of Articles (2) and (3), the buyer shall be entitled to revocation or reduction.

§ 6 Limits of liability
(1) Iosono GmbH - regardless of the legal cause - shall be liable only if the damages
(a) are the result of a culpable breach of an integral duty under the agreement (cardinal duty) in a way that jeopardizes the attainment of the contract's purpose or
(b) stem from gross neglect or intent of Iosono GmbH.
(2) In the event that Iosono GmbH should be liable based on the breach of an integral duty under the contract pursuant to Article (1) (a) without the involvement of gross neglect or intent, the liability shall be limited to the extent of damages Iosono GmbH would have to have typically expected at the time of making the contract under the circumstances known at the time.
(3) The liability limitation pursuant to Article (2) shall apply equally to damages caused by gross neglect of employees or agents of Iosono GmbH.
(4) In cases pursuant to Articles (2) and (3) Iosono shall not be liable for indirect damages, subsequent damages or lost profits.
(5) For the loss of data and programs and their recovery Iosono GmbH shall also be liable only within the scope stipulated in Articles (1) through (4) and only insofar as such losses could not have been prevented by adequate preventative measures by the buyer, in particular the production of daily backup copies of all data and programs.
(6) The liability limitations pursuant to Articles (1) through (5) shall apply in the interest of the employees and agents of Iosono GmbH accordingly.
(7) A potential liability exposure of Iosono GmbH based on the product liability statutes shall not be affected.

§ 7 Software utilization scope/warranty
(1) The buyer shall receive the program for the simultaneous utilization on the delivered system modules of Iosono GmbH. "Utilization" is any permanent or temporary reproduction (copying) of the program through saving, loading, processing and displaying for the purpose of the execution of the program and the processing of data contained in the program by Iosono hardware
(2) The program may not be altered or edited. In particular company names, brand names, copyright information and other information on legal claims contained in the program shall not be changed or deleted.
(3) A decompilation of the program code shall be prohibited.
(4) The electronic transfer of the program to third party computers and the transfer of program copies to third parties shall be prohibited. This shall also apply to the transfer and handing over for the purpose of temporary utilization. The prohibition also applies to parts of the program as well as modified or edited versions of the programs and portions thereof.
(5) All additional rights to the utilization and processing of the program shall be reserved. In particular, the buyer shall not be authorized to utilize the program and/or modified or edited versions of the same simultaneously on more than one computer, unless a respective agreement has been made between the buyer and Iosono GmbH.
(6) The contract partners agree that it is not possible to develop computer programs in such a way that they run without error in all application environments. Iosono GmbH warrants the suitability of the program in the version made available for download for the contract-compliant utilization and in compliance with the program description for the program made available for download valid at the time the contract is executed. In the event of substantial deviations from the program description, Iosono GmbH shall be required to remedy. In the event that Iosono GmbH should fail to eliminate the deviations within a reasonable period of time through remedial actions or to bypass them in such a way that a contract-compliant utilization is possible, the buyer shall have the right to terminate the contract without notice. The obligation to remedy shall end upon expiration of the time period during which Iosono GmbH provides buyer services for the program, however, at the earliest twenty-four months after the execution of the contract.
(7) The warranty shall not extend to defects caused by deviations from the utilization conditions anticipated for the program or of the results to be achieved by the program, as well as defects due to changed or edited versions of the program pursuant to § 1 Article (2), unless it is verified that these defects are not connected with the modifications or edits.
The licensor shall be liable for the loss of data and its recovery only if such a loss could not have been prevented by suitable data backup measures by the buyer. The stipulated liability limitations shall not apply to damages caused by acts of intent or gross neglect and for potential claims based on the product liability statutes.

§ 8 Other support by Iosono GmbH
(1) Iosono GmbH shall undertake to for a period of 2 years upon execution of the contract provide the buyer with adequate supplies of spare parts based on the applicable conditions for utilization in the EDP equipment.
(2) For a period of 5 years upon execution of the contract, Iosono GmbH shall be prepared to render hardware maintenance services above and beyond the warranty requirements and upon expiration of the warranty period, if the buyer expresses a desire to obtain such services at least four months prior to the anticipated maintenance start in writing. The costs and other details of such maintenance work shall be stipulated in a separate maintenance agreement based on the general conditions of Iosono GmbH.

§ 9 Confidentiality
The contract partners shall undertake to keep all information accessed in connection with this contract that is stipulated to be confidential or that is identifiable as business or operational secrets based on other circumstances, as confidential indefinitely and to neither record them or pass them on to third parties or use in any other form, unless required to attain the objective of the contract.

§ 10 Assignment
The buyer shall have the right to assign its rights under this contract only with the written approval of Iosono GmbH.

§ 11 Balancing of receivables
The buyer shall be permitted to balance receivables against purchase price payables only for amounts owed to the buyer that have been accepted or confirmed through a judgment order issued by a court of law.

§ 12 Completeness, written form, severability, jurisdiction
(1) This contract contains all agreements between the contract parties; ancillary agreements have not been made.
(2) Modifications or additions to this agreement shall be made in writing. This shall also apply to a waiver of this written form requirement.
(3) In the event that individual provisions of this contract should be or should become ineffective, this shall not affect the validity of the remaining provisions. The ineffective provision shall be replaced by an effective provision that meets the purpose of the ineffective provision as closely as possible.
(4) Provided the contract partners are full commercial agents, the place of jurisdiction shall be Frankfurt, Germany.