General Conditions of Contract

of Bay-Soft GmbH Version May 16, 2017

1. Material scope

The following conditions shall apply to the purchase of IT systems and other devices, hardware and software, maintenance and other agreed services. The terms and conditions shall only apply to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB).

2. Scope of validity

Our terms and conditions of sale shall apply exclusively; we shall not recognize any conflicting or deviating regulations of the customer, unless we have expressly agreed to their validity in writing. Our terms and conditions of sale shall also apply if we make a delivery to the customer without reservation, knowing that the customer's terms and conditions conflict with or deviate from our terms and conditions of sale. Our terms and conditions of sale shall also apply to all future transactions with the customer, even if no express reference is made to them again.

3. Conclusion of contract

Offers are subject to change. We shall remain bound to specially prepared offers for a period of 30 calendar days. We shall also accept offers addressed to us within a period of 30 days.

4. Right of use, documentation and training

In accordance with our provisions, the customer shall have the right to use the pro-gram listed in the program certificate as well as the records and documentation nec-essary for use. With the exception of the operating system software, this shall be an exclusive, non-transferable right of use. The customer's right to sell the hardware shall remain unaffected. The documents required for use when new products are sold shall include documentation in German or English. However, if these are not provided by the manufacturer, we shall expressly notify the customer of this prior to contract conclusion.

Our prices shall not include free training on and installation of the hardware and software supplied by us. These services must be ordered separately and shall be charged by us at cost or provided by a company commissioned by us for a fee. The selection of programs for the intended application shall take place at the customer's risk.

5. Scope of services and functions

The scope of services and functions of the supplied devices and programs shall be determined by the product descriptions valid at the time of contract conclusion. Additional agreements in special cases, such as agreements on capacity, timing, compatibility with other programs or networking options, shall depend on the customer-specific situation and shall be expressly agreed in writing. The same shall apply to individual customizations of the programs or other special operating conditions.

6. Delivery times

Delivery dates or deadlines shall be valid only if confirmed by us in writing. They shall be binding only if they are expressly identified as such. In the event of a delay in delivery for which we are not responsible, the deadline shall be extended accordingly. In the event of a delay in delivery for which we are not responsible, any damages to be claimed for the delay shall be limited to 5% of the delivery value. Other measures shall apply only in the case of intent and gross negligence. Claims for damages pursuant to §§ 280 ff. BGB shall exist only if we are guilty of intent or gross negligence. We shall be entitled to make partial deliveries and render partial services at all times.

7. Price and payment

We shall be entitled to demand a reasonable advance payment upon contract conclusion. The purchase price shall always be paid net, without discount, plus statutory VAT, in cash at the time of acceptance of the goods, unless expressly agreed otherwise. For contracts with an agreed delivery time of more than four months, we shall reserve the right to increase our prices in accordance with any cost increases that have occurred in the meantime.

If the increase exceeds 5% of the agreed price, the buyer shall be entitled to terminate the contract. Offsetting against counterclaims shall be excluded unless these are undisputed or have been legally established or acknowledged by us.

8. Place of performance

If the customer receives the goods or services at our place of business, the place of performance shall be Obernzell, otherwise the place of performance shall be the customer's place of business where the service is provided at the time of contract conclusion.

9. Shipping and transfer of risk

The risk shall pass to the customer as soon as the shipment has left our warehouse or that of our supplier. The buyer shall bear the transportation costs. If shipping is delayed due to circumstances for which the customer is responsible, the risk shall pass to the customer upon notification of readiness for dispatch; however, we shall, at the customer's request and expense, undertake to take out appropriate insurance against theft and breakage or damage due to transport, fire and water.

Delivered items must be accepted by the customer, even if they have immaterial defects, without prejudice to the customer's warranty rights under Section 10. Partial deliveries shall be permitted.

10. Warranty

The customer's warranty rights presuppose that he has properly fulfilled his obligation to inspect and give notice of defects in accordance with § 377 of the German Commercial Code (HGB). The notification shall be made in writing. In the event of justified notifications of defects, we shall reserve the right to remedy the defect within the scope of supplementary performance (cure) in accordance with §§ 439, 440 Sentence 2 BGB. We shall not be liable for damage caused by incorrect information provided by the customer, lack of maintenance or care, operation contrary to instructions and use of third-party spare parts or products. Further claims by the customer shall be excluded unless we are guilty of intent or gross negligence. We shall be liable to the customer for damages - for whatever legal grounds - only if we or our vicarious agents or assistants have acted with intent or gross negligence. This restriction shall not apply in the event of injury to life, limb or health. The warranty period for defects in hardware and software and for repairs carried out by us shall be one year.

11. Default of acceptance

If the customer is in default of acceptance of the duly offered service or goods, we shall be entitled to withdraw from the contract after the expiry of a reasonable grace period and to claim damages in the amount of 20% of the invoice value, without proof of the amount of damages. We shall reserve the right to prove higher damages. In any case, the customer shall be entitled to prove that a lesser damage or no damage at all has occurred.

12. Retention of title

Our deliveries shall be made exclusively under retention of title. Ownership shall not pass to the customer until he has paid all his obligations arising from our deliveries and services. This shall also apply if the purchase price for certain deliveries of goods designated by the customer has been paid. The customer shall be entitled to resell the purchased item in the ordinary course of business. However, the customer shall hereby assign to us all claims in the amount of the final invoice amount (including VAT) which accrue to him from the resale to his purchaser or third parties, regardless of whether the purchased item has been resold without or after processing. The customer shall be entitled to collect this claim even after its assignment. Our authorization to collect the claim ourselves shall remain unaffected by this. However, we shall undertake not to collect the claim as long as the customer meets his payment obligations arising out of the proceeds collected, is not in default of payment and, in particular, has not filed an application for the opening of bankruptcy or settlement proceedings and payments have not been suspended. If, however, that is the case, then we may ask the customer to inform us of the assigned claims and their debtors, provide all the information required for collection, hand over the relevant documents and inform the debtors of the assignment.

13. Costs clause for collection

If the claims against customers are overdue and the commercial dunning procedure has not been successful, we shall be entitled to commission a collection service to assert the claims. The costs incurred for this shall be borne by the customer in the usual amount corresponding to a legal claim.

14. Place of jurisdiction

The place of jurisdiction shall be Passau.

15. Applicable law

German law shall apply exclusively; the applicability of the uniform "UN Convention on Contracts for the International Sale of Goods" shall be expressly excluded.