1. Delivery

Systec & Services undertakes to render on schedule the performances listed in the confirmation of order and to install the systems - if stipulated- at the buyer's, ready for operation.

2. Duty to provide information

The customer will inform about all operational preconditions stated to him by Systec & Services as being relevant and about those known to him as being relevant for rendering the contractual performances. Correct and comprehensive information by the customer is a precondition for Systec & Services obligation to perform; delays or extra cost resulting from wrong, inexact or delayed information shall be accepted by the customer and will be billed additionally according to expenditure.

3. Reservation of Ownership

Delivery of all contractual components will be under reservation of ownership, expiring only, after the customer having performed all obligations from the order. For each component subject to the reservation of ownership to the benefit of Systec & Services, the customer shall obtain and maintain full insurance against theft, fire, water damage and weak current damage evidencing the relevant policies in effect on demand. In case of any damage, all claims on the insurance policies pertaining thereto shall be deemed assigned to Systec & Services. The customer is not entitled to dispose of the items subject to reservation of ownership. In case of any encumbrance, seizure or attachment, the customer shall promptly notify Systec & Services in writing and shall duly inform the relevant Third Parties on the reservation of ownership to the benefit of Systec & Services. Should the customer, however, sell the delivered items or goods having obtained the prior written consent of Systec & Services, the Client shall assign any claims against the buyer or buyers to Systec & Services on concluding the contract of sale. The customer shall surrender to Systec & Services any information required to put forward such rights and claims and shall actively provide any support reasonably required by Systec & Services.

4. Payments Agreements

The remuneration will be calculated in accordance with the Systec & Services price list, valid at the time of the conclusion of contract and/or in accordance with the separate agreements made in writing between the parties.

Systec & Services is entitled to bill the remuneration of individual units of performance each after their having been furnished. To be considered as units of performance are for example, the delivery of system specifications, the furnishing of specifications of work and services and software specifications, the delivery of hardware products and the delivery and installation of software at the customer's company.

Should the furnishing of the performance fail for preconditions to be established by the customer or for faulty or delayed information in the sense of sub-item 2, Systec & Services shall, after having set a fair and reasonable date for furnishing the missing preconditions, be entitled to make due the payments agreed upon for this performance. In case of a delayed delivery for the above reasons, the (altered) prices in acc. with the price list valid at the time of the furnishing of the performance can be taken as basis.

5. Warranty/Transfer of Risk

The warranty for the products delivered by Systec & Services is determined by the regulations of the service contract entered into with Systec & Services, guaranteeing a constant support of the client by Systec & Services. The subsequent rules shall be applicable, in case no service contract was concluded:

5.1

Systec & Services warrants the delivered data carriers to be free from defects in material and production and the documentation appertaining to the hardware to have been prepared correctly.

5.2

The explicit acceptance of the performance shall be agreed upon between the parties for the furnishing of Systec & Services own service. A common non-conformance report will be prepared during the acceptance. The acceptance date will be announced in writing by Systec & Services in due time; acceptance shall not be refused for defects, not preventing the system start-up as such. In case of an unjustified refusal of acceptance through the customer, the performance shall be deemed as accepted. Independent of this, the acceptance of services will take place conclusively through start-up by the customer.

5.3

The warranty period for the performances by Systec & Services is 24 months, unless settled differently. For the delivery of hardware products, it starts with the delivery of the products to the customer, when furnishing own software with the acceptance of the performance. Rectifications of defects do not justify an interruption or a new start of the warranty period.

In case of performances by other producers (extraneous products such as non-company software) their respective stipulations and periods are applicable.

With the supply of hardware products the risk of loss, even accidental loss, of the product passes to the carrier upon delivery or, if the dispatch was carried out correctly, to the customer.

5.4

Systec & Services shall be liable for defects, as well as for the absence of features described in commonly coordinated specifications by own choice either by rectifying the defect or by new delivery of the product in whole or in part. If the customer has extended the software via interfaces, Systec & Services shall accept a warranty up to the interface. Further liability is limited to intent and willful negligence.

5.5

The customer undertakes to inform Systec & Services immediately about an arising defect. Diagnosis and repair of the defect will be at Systec & Services` option, either on the customer's system or at Systec & Services. The data carriers with the defective systems shall be returned by the customer.

The customer shall make available to Systec & Services free of charge all records and information available from him, required for rectifying the defects and he will be responsible for permitting a fast performance of the rectification. The customer is above all obliged to take the safety measures required by operation and by law and to prepare the operating conditions required for performing the work, as well as to make available free of charge suitable personnel.

Should it not be possible to repair the defect at short notice, Systec & Services will make available an intermediate solution to bypass this defect, as far as this is possible with an acceptable expenditure and if the customer can no longer handle undeferrable tasks because of this defect.

Should it not be possible to repair the defect within an acceptable period of time, to be determined by the customer, the customer will be entitled to a reduction of the remuneration for the defective part of the performance or demand repudiation of this contract part. The contract as a whole will not be affected by this or become invalid.

5.6

Further warranty claims are excluded, unless a mandatory liability on the side of Systec & Services exists as a consequence of intentional or gross negligence or for the absence of guaranteed features.

This warranty shall not be applicable, in case of modifications or own repair work made by the customer or a third party or in case of use of accessories or data carrier material, which is not in accordance with the requirements by Systec & Services.

6. Other Liability

Indemnification for reasons of force majeure is excluded.

Systec & Services shall be liable within the scope of the statutory regulations for personal injury to be justified by Systec & Services and will replace the expenditure for repairing the damage of the matter caused by property damage to be justified by Systec & Services up to the total amount of €2.5 million per damaging event. Any other compensation claims, particularly property damage or consequential damage, are excluded.

7. Right of Use and Enjoyment

With the acquisition of software products, the customer receives by Systec & Services for an indefinite period of time, the non-exclusive and non-assignable right to use each of the software products listed in the confirmation of order and the license rights and rights of use and enjoyment obtained for them (run-time and work licenses) in connection with the hardware delivered and/or procured for this purpose; otherwise only if the software was explicitly intended for hardware already existing at the customer's and/or procured by him.

Further exploitation of the software by Systec & Services shall be permitted.

Systec & Services has the right to use the know-how acquired during the contract implementation elsewhere; however excluded from this is information and knowledge expressly specified as customer specific.

8. Agreement on Jurisdiction

76131 Karlsruhe shall be agreed upon as place of jurisdiction. Federal German law is applicable.

9. Other Stipulations

Agreements on modifications of the above regulations shall be made in writing.

Provisions set out in the client's general terms and conditions that diverge from this Agreement shall not apply even if they are contained in any order or letter of confirmation received and the client fails to object such terms or conditions.