General Sales Conditions (GSC)

General Sales Conditions (GSC) for deliveries and services by IDpendant GmbH (hereinafter referred to as "IDp")

1 Validity

All IDp deliveries and services shall be subject solely to these terms and conditions. Orderer's General Terms and Conditions shall not be an integral part of the contract, even if they are not rejected.

These terms and conditions shall apply only for companies within the meaning of Sections 14, 310 German Civil Code (BGB), legal persons under public law and special funds under public law.

2 Scope of deliveries and services, deadlines

The scope and contents of the delivery or service shall be determined by IDp's offer and written order confirmation. If offer and order confirmation differ, the details in the order confirmation shall apply. Deliveries and services not included in the order confirmation or additionally requested shall be invoiced separately.

IDp may opt to supply user information in German or English, unless otherwise agreed in writing.

Part deliveries and part performances shall be permitted in so far as this is reasonable for Orderer.

Excess or shortfall deliveries of up to 10% shall be permitted, in so far as this is reasonable for Orderer. Settlement shall be based on the pertinent actual scope of delivery.

A period for rendering the delivery or service measured by days, weeks, months or a similar time period shall commence as soon as the contract has been bindingly concluded, Orderer has rendered the agreed advance payments or provided the agreed securities and IDp is in possession of all documents, details, information, materials and other items to be furnished by Orderer and required to carry out the order.

The agreed period or the agreed deadline for the delivery or service shall be appropriately prolonged or altered, if

a)The details, information, materials and other items required to carry out the order are not received by IDp in time or if they are retrospectively altered by Orderer;

b)If payment periods are not met, securities to be furnished are late or necessary import or export licenses not received by IDp in time;

c)If obstacles arise that IDp cannot avoid despite customary prudence, regardless of whether they arise at IDp itself, Orderer or third party, in particular IDp's suppliers. Such obstacles are in particular incidents of force majeure (in particular war, epidemics, mobilization, unrest, natural disasters, major interruptions to operations, interruptions to energy supplies, labor disputes, etc.) late or faulty supplies of raw materials, semi-finished or finished products or services, in so far as these are required to carry out the order.

The agreed period or the agreed deadline for delivery or service shall be deemed met if the delivery at the agreed deadline or within the agreed period was prepared in the works ready for dispatch or – in so far as technically possible and agreed – for downloading or the service was offered and Orderer informed to that effect.

In the event of delay, Orderer shall be entitled to rescind the contract if IDp is answerable for the delay, Orderer has set a reasonable period for fulfillment and IDp culpably does not render the performance during the extension either.

3 Transfer of risk, insurance

All orders shall be effected, unless agreed otherwise in writing, for collection ex works or – in so far as technically possible and agreed – for downloading from a central IDp computer. If the delivery or service has been punctually prepared for collection or – in so far as technically possible and agreed – for downloading, the risk shall pass to Orderer. Shipping or delivery to Orderer must be agreed separately and shall be effected on Orderer's account; Section 447 Civil Code shall also apply in the case of shipping or delivery by IDp's own personnel.

The risk shall also pass to Orderer, if Orderer is in default of acceptance.

4 Orderer's duties to cooperate

Documents, data media, software, materials or other items, of any nature, to be provided by Orderer shall be supplied to IDp freight and postage paid. Any confirmation of receipt from IDp shall be provided without warranty for the number, correctness, suitability or intactness of the materials and items provided. The materials and items provided may be made accessible to third parties engaged by IDp for deliveries or services in order to fulfill order to the required extent.

IDp shall have a right of retention to the materials and items provided by Orderer until complete fulfillment of all due claims from the business relationship. Clause 10.6 shall apply accordingly.

Orderer warrants that it has the required copyrights or rights of use for the documents, data media, software, materials or other items, of any nature, it supplies and that all materials and items provided are free of faults.

Orderer shall ensure that all materials and items provided can be related to the pertinent order by stating IDp's order number.

Materials and items provided shall be treated with the usual care. Orderer itself must bear all further risks.

5 Rights of use, Orderer's duties in the event of alleged breach of protection rights

Unless agreed otherwise in writing, Orderer shall receive a simple right of use to the software supplied or contained in supplied hardware after complete payment of the remuneration.

Orderer shall not be permitted to lend, rent or lease out the software. Unless expressly agreed otherwise in writing, or required as part of the contractually agreed use, Orderer may not reproduce, edit or rework or translate software, even partially, without IDp's prior written approval. Nor may Orderer disassemble, decompile, reconstruct or use other procedures to determine the source code or to obtain other information about the design or writing of the software, unless these actions are indispensable to obtain information necessary for achieving interoperability of an independently procured computer program with the software, and IDp does not provide this information to Orderer despite a written request within a reasonable period of time.

Orderer shall be permitted to reproduce, translate, edit or rework the software for the purpose of debugging only if IDp does not render this debugging within a reasonable extension. A backup copy may only be made if this is required for the future use of the software.

In so far as a third party raises justified claims against Orderer for breach of intellectual property rights or copyrights (jointly referred to as "protective rights") by deliveries and services rendered by IDp, Orderer promises to immediately notify IDp about the alleged breach of industrial protection rights in writing, not to acknowledge any breach and to conduct any disputes, including out-of-court settlements, only with IDp's agreement, in so far as this is not unreasonable for Orderer.

Orderer's claim against IDp shall be ruled out if the breach of protection rights is due to Orderer's special stipulations or that the deliveries and services were changed without approval by IDp or used together with items or data processing software not supplied by IDp and the breach of protection rights is due precisely to this combination of items or data processing software. Otherwise Clauses 6 and 7 shall apply.

6 Warranty

IDp warrants that the deliveries and services comply with the specifications in IDp's offer. If details in an IDp order confirmation differ from those in the offer, the details in the order confirmation shall apply.

IDp can opt to correct faulty deliveries and services at its expense or to render new deliveries or performances. Minor deviations or impairments and also not reproducible software faults shall not constitute a fault.

Orderer shall always inspect deliveries, services and also preparatory and intermediate products sent for correction. Complaints about obvious faults can only be accepted within one week of receipt. In the case of hidden faults that cannot be ascertained by prompt inspection, the complaint must be received by IDp within 1 year of receipt at the latest. The fault must be reported to IDp in writing stating the fault(s) and information appropriate for identifying the said fault(s).

Warranty claims shall be time barred after 1 year commencing with the delivery of the supplied items, in the case of a contract of work and services commencing with acceptance of the items, unless the fault was maliciously not declared by IDp. This shall be without prejudice to the time bar for liability under the Product Liability Act and also liability for fatalities, personal injury or impairment of health.

IDp shall be given reasonable time and opportunity for fault rectification. Orderer shall support IDp within the possibilities available to him.

If the rectification, replacement delivery or performance is not successful within a reasonable period of time, Orderer shall be entitled to rescind the contract or to demand a reasonable reduction of the remuneration.

Orderer's further warranty claims against IDp and its agents are hereby excluded; this shall however be without prejudice to Clause 7 (Liability).

7 Liability

IDp shall be liable for loss incurred by Orderer only in so far as IDp or its agents acted intentionally or with gross negligence. Furthermore, IDp shall be liable up to the amount of the typical foreseeable losses also for those losses caused by IDp or its agents in breach of a cardinal contractual duty.

This limitation of liability shall apply with respect to all claims for compensation and damages, regardless of the legal grounds, in particular also with respect to pre-contractual or side-agreement claims. However, it shall not restrict any compulsory legal liability under the Product Liability Act, liability for intentional or negligent fatality, personal injury or impairment of health or liability for guarantees of qualities or characteristics.

Orderer's claims for compensation and damages against IDp arising from minor negligence by IDp or its agents shall be time barred – in so far as not already time barred under Clause 6.4 – 1 year from the claim arising and Orderer's knowledge of the circumstances giving rise to the claim. This shall be without prejudice to the time bar for liability under the Product Liability Act and also liability for fatalities, personal injury or impairment of health.

8 Force majeure

In the event of force majeure IDp shall not be liable to Orderer for any losses or damage.

Force majeure shall be in particular martial actions by civil or military authorities, legal restrictions, fire, explosion, embargos, denial of export licenses, mobilization, unrest, epidemics, lawful strikes and lock-outs and also shortages of raw materials and energy.

9 Prices and terms of payment

The prices stated in IDp's order confirmation shall be binding for the transaction in question. If Orderer however demands retrospective changes or additional services, all costs incurred shall be charged separately. IDp shall not be bound by obvious typing or calculation errors. Unless otherwise agreed, prices are quoted in euros (EUR) and shall apply ex works, excluding packaging and insurance, net of the statutory sales tax valid from time to time.

Invoices shall be provided with delivery of the ordered items or rendering of the agreed services. Unless otherwise agreed, invoices shall be due and payable without deduction upon receipt. Cash discount may be taken only when expressly agreed in writing. IDp shall be entitled to submit interim invoices for part deliveries or performances, in so far as part deliveries/part performances have been agreed or are reasonable pursuant to Clause 2.3.

Orderer shall have a right to offset or retention against IDp's claims only if Orderer's counterclaim is undisputed, acknowledged by IDp or has been declared final and binding by a court of law. Furthermore, a right of retention may only be exercised if the counterclaim relates to the same contractual relationship.

In so far as Orderer is in default with due installments or payments from other orders, has furnished incorrect details about its creditworthiness or IDp becomes aware of facts about Orderer's asset situation that materially affect Orderer's creditworthiness, IDp shall be entitled to make fulfillment of the contract, in particular further work on unfinished orders, dependent a reasonable advance payment or reasonable security. This shall be without prejudice to IDp's further rights.

Orderer shall not be entitled to assign its claims without IDp's written approval.

10 Reservation of title

IDp reserves ownership of subject matter until complete settlement of the purchase price (reserved goods). The reservation of title covers claims already incurred at the time the contract is concluded.

Orderer promises to keep and handle the reserved goods with care and duty of a diligent merchant for IDp and in particular to suitably insure them against fire, theft, water and third-party liability risk at its expense.

IDp authorizes Orderer to sell and process the reserved goods in its normal course of business. This authorization can be revoked at any time.

If a third party resorts to the reserved goods, Orderer shall draw attention to IDp's ownership and immediately notify IDp in writing.

If the reserved goods are inseparably combined with other items not owned by IDp, IDp shall acquire co-ownership of the new item in the ratio of the value of the reserved goods to the other combined items at the time they were combined. If the combination is effected such that the Orderer's item is to be regarded as the main item, it is hereby agreed that Orderer shall assign IDp pro-rata co-ownership. Orderer shall hold the thus created sole ownership or co-ownership for IDp.

If the value realizable from securities furnished to IDp's for reservation of title exceeds IDp's total claim against Orderer by more than 20%, IDp promises upon Orderer's request to release securities it holds under this reservation of title clause as it chooses up to the specified value threshold.

11 Regulations in the country of destination, export controls

If the ordered items are to be used outside the Federal Republic of Germany, Orderer shall draw IDp's attention to statutory, official and other regulations and standards relating the design and implementation of the ordered items or services with the order at the latest. If the subject matter is to be exported, Orderer shall also heed the information given by IDp and statutory regulations.

Products supplied by IDp may be subject to export controls by dint of national, European or international provisions or regulations. Such products or copies of such products may not be used for military purposes or civil or military nuclear technology activities. In particular, they may not be used for any activities used to develop or produce chemical or biological weapons. Orderer shall require the approval of the Federal Office of Economics and Export Control (BAFA) of the Federal Republic of Germany for re-exporting of such goods to other countries.

12  Closing provisions

Differing or additional provisions and also side agreements or changes shall only apply if agreed in writing. The use of emails does not meet this written form requirement.

If any of the above provisions are partially or totally invalid, this shall not affect the validity of the remaining provisions. In this case the Parties undertake to replace the void provision by a valid one coming as close as possible to the void provision in its commercial meaning they would have agreed, had they been aware of the invalidity.

Place of fulfillment and legal forum shall be Munich in so far as Orderer is a merchant.

The law of the Federal Republic of Germany shall apply, the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) of April 11, 1980 is however excluded.


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