General Terms and Conditions

NTC Systemtechnik GmbH
Werner-von-Siemens-Str. 1b
19061 Schwerin

I. general

The following terms and conditions alone govern delivery by NTC Systemtechnik GmbH) (hereafter "we" or "us"). They become binding after the order has been placed, but at the latest upon delivery of the goods. Any terms and conditions of the customer that deviate from ours only apply if and insofar as we have expressly acknowledged them in writing. Our offers are subject to confirmation. A contract will come about when the customer places the order, unless it has not previously come about by the customer accepting delivery. This contract contains all agreements which the parties have reached with reference to the object of purchase. No ancillary verbal agreements have been made.

II. prices

The prices specified are net prices after deduction of any discounts or cash discounts and will be invoiced with the amount of value added tax (VAT) that is applicable on the day the invoice is issued. With confirmed orders, we also retain the right to adjust the prices after fair consideration if delivery is to take place 6 weeks after conclusion of the contract and changes in cost factors, especially changes in wages and salaries or material price rises, have taken place in this period. Our invoices must be paid in full within 10 days of the date of issue. We retain the right to demand an appropriate advance payment before delivery. Invoices for services fall due immediately. If the due date of payment is exceeded, we are entitled to charge interest of 4% p.a. above the interest rate, in line with §1 of the Discount Rate Transition Act (Diskontsatzüberleitungsgesetz), at least 6% p.a. The customer retains the right to prove lesser damages and we retain the right to prove higher damages. Cheques will only be accepted on account of performance; the costs and expenses of the collection will be borne by the customer. The customer can only offset against uncontested or legally justified demands or assert the retention of goods due to such outstanding accounts. The place of execution is Schwerin

III. specification, description

Unless expressly assured otherwise in writing, the specifications and descriptions and other details reflect average empirical values from which deviations may be possible in individual cases. We are entitled to change the specifications or the products or to replace them with others at any time, so long as the performance of the products is not fundamentally adversely affected by such changes.

IV. delivery

Compliance with the delivery time specified by us assumes the timely and proper receipt of all the documents to be supplied by the customer, especially the required approvals and clearances, as well as the timely approval of the plans. We will endeavour to comply with the delivery times given. Delays in delivery that we could not avert despite the reasonable care taken in accordance with the circumstances of the case release us from having to comply with the delivery times given without being liable for damages. Should a delay be caused by us, the customer must set in writing an appropriate extension of at least one month after which he or she may withdraw from the contract, unless the consignment has been announced as ready for shipment by the time the extension period expires. With regard to any claims for damages, Point XI applies. Acts of God, riots, strikes, lock-outs, blockages in the supply of energy or raw materials, transport problems with our suppliers or other events that we could not avoid despite taking reasonable care, release us from the obligation to delivery for the entire duration of these troubles or obstacles. With unreasonable difficulties in performance, we are, in such cases, entitled to withdraw completely or in part form confirmed orders. Partial deliveries are permitted.

V. transfer of risk

Unless the order confirmation specifies otherwise, delivery to the customer is agreed as being "ex store". Shipping and transport will always be at the risk of the customer. In the event of a refusal of acceptance of the products offered, the risk will be transferred to the customer when the offer to supply the goods is made. In such cases, besides paying the purchase price, the customer is obliged to compensate us for all damages that we incur as a direct or indirect consequence of the refusal to accept.

VI. installation und assembly

As far as it is agreed, the equipment will be installed at the customer's premises, necessary tests will be carried and the customer will be briefed. Any work to the low-voltage systems will be carried out if necessary only by order and IN PROOF OF. The customer must ensure that there is sufficient space to allow freedom of movement when installing and connecting the appliances and that the electrical and other equipment needed for connection and operational capability are in a proper condition and that the atmospheric environment is also suitable. If other office connections and equipment and atmospheric qualities are required, we will inform the customer of them upon order confirmation at the latest. The customer will support us with the installation to the best of his or her ability and free of charge, and provide us with the necessary resources in appropriate quantities. Insofar as we are reliant upon the assistance of the customer or third parties (e.g. manufacturers or suppliers of systems that are to be connected to our devices), the customer must help us at his or her own expense. Furthermore, the customer must undertake and provide in time and at his or her own expense the following:

  1. Teams of helpers such as labourers or handymen and, if necessary, also plasterers, carpenters, locksmiths, crane drivers and other skilled workers with their essential tools and in the necessary numbers,
  2. All earthworks, bedding, building, mortise, scaffolding, plastering and painting work as well as other ancillary work outside our sector, including the necessary building materials,
  3. motive power and water including the required connections right up to the site of application, heating and general lighting,
  4. sufficiently large, suitable, dry and lockable rooms for storing the apparatus, materials and tools at the installation site; suitable work and recreation rooms for the assembly personnel, including suitable sanitary facilities; furthermore, the customer must also take the same measures to protect our property and that of the assembly personnel on the building site which he or she would take to protect his or her own property;

Before installation work commences, the customer must provide the necessary details regarding the location of hidden electricity, gas and water connections or similar systems, as well as the required structural information unsolicited. If the installation, assembly or start of operations is delayed due to circumstances on the site that are no fault of our own (creditors' default), the customer must bear our costs for waiting time and further necessary journeys of our assembly personnel to an appropriate extent. The customer will pay us the charge rates agreed on when the order was placed, as well as surcharges for overtime, night-time work, work on Sundays and public holidays, for work done under difficult conditions, as well as for planning and supervision.

VII. Acceptance

The system installed will be demonstrated to the client and must be accepted by him or her in writing immediately insofar as it complies with the functionality of the system in the specification of services. If no installation is carried out or if the client causes installation to be delayed, the system will be deemed as accepted two weeks after delivery if the customer does not refuse acceptance due to the existence of a deficiency within this period of time. After acceptance, the customer is not entitled to delay payment.

VIII. reservation of title

We reserve the property rights to all products supplied and installed by us until the customer has settled all outstanding accounts. If the value of our security exceeds the outstanding amount that it is intended to secure by more than 20% for not just a temporary period, we will release the amount that exceeds the security at the request of the customer. We have the right to choose how much of the security will be paid back. In the event that the customer disposes of the goods subject to retention of title before full payment has been effected, all outstanding accounts from the sale, rental or financing of products that are under our reservation of title must be assigned to us by the customer in advance. Likewise, claims vis-à-vis insurance companies or third parties regarding damage to products that are under reservation of title will be assigned to us. Taking back goods under reservation of title that have been delivered does not constitute a withdrawal from the contract.

IX Software licence

With the transfer of the software, we grant the customer the non-exclusive right to use the software. If the software is part of the system, it may only be used with the hardware supplied by us and may only be transferred or surrendered to third parties together with such hardware. The software licence is granted for unlimited duration, unless this licensing agreement terminates ahead of schedule for some important reason. The customer hereby acknowledges that he or she is not entitled to any other rights of whatever kind, in particular to the copyright or intellectual property rights of the software or a modified version of the software. Any duplication, modification, connection and/or conversion of the software is only permissible within the framework of §§ 69d, 69e UrhG (German Copyright Act).

X. guarentee

We guarantee that, on delivery, the goods supplied by us have the expressly assured property and have no faults that annul or reduce their value or suitability for the purpose as specified in the contract. With regard to the software included, we hereby point out that, according to the best available technology, it is not possible to exclude errors of a software programme for all conditions of use. We guarantee to rectify defects. If individual machines or definable parts of the system are faulty, under the guarantee, the customer can send in the defective parts to us at our expense. We will rectify deficiencies or replace of defective parts. If the rectification of deficiencies is not successful, particularly when it is impossible to do so or if we refuse seriously and conclusively to do so or if we have delayed rectification unreasonably or despite several attempts to set a deadline with a threat of rejection that have ended in vain, the customer is entitled to choose to reduce the purchase price (price reduction) or to cancel the contract (cancellation of a contract). Further guarantee claims do not exist. The guarantee period for defects with the hardware supplied is 12 months, for replacement parts supplied for repairs 6 months, for software defects 3 months commencing on the day after acceptance according to Point VII. The exception to our period of guarantee is the elimination of errors that are connected to the fact that the customer

  1. has not treated the systems with respect and due care
  2. has not allowed the maintenance of the system to take place in the event of a service contract being concluded,
  3. has carried out rectification work or changes to the system, and has, in particular, used parts that are not of the same quality as the original parts,
  4. has combined, connected, operated or used the system with other systems that were not supplied or approved by us. Improper operation or other external influences also release us from the guarantee obligation, unless it can be proven that the fault was not caused by this.

If the item purchased is taken abroad after delivery by NTC, subsequent delivery or rectification by NTC will only be carried out if the customer bears the additional costs incurred.

XI. Liability

NTC is only liable in cases of intent or gross negligence. This applies in particular in the event of a breach of contract, impossibility of performance, subsequent inability, claims for damages for non-performance, the infringement of duties at the expiration of the contract or unlawful acts. In the event of liability for the lack of assured properties and for the infringement of contractual obligations that are indispensable in order to achieve the objective of the contract (essential contractual duties), we also are liable in cases of slight negligence. In cases of delay, we are only liable insofar as the delay is due to circumstances that we caused due to gross negligence or due to intent. If we are liable, liability is always .limited to foreseeable damages typical for this type of contract. Liability for subsequent damage or direct damage is always debarred. Furthermore, liability for every case of damage IN DETAIL and all claims arising from this contract altogether is limited to a sum of EUR 125,000. The limitation of liability and disclaimers do not apply if legal representatives or executives of ours were acting out of intent or gross negligence. Likewise, any possible liability of the legal representatives, employees and sub-contractor of ours is limited. We are not liable for the loss of the customer's own data and/or the falsification or corruption of the customer's own data. It is the task of the customer to carry out the usual, at least once-daily data back-up so that the customer's own data that are generated by or stored in the system can be retrieved using appropriate automatic procedures.

XII. final provisions

This contract contains all subsidiary agreements of the parties with regard to the subject of the contract. Subsidiary agreements do not exist. Changes or amendments to or any withdrawal from the contract must be in written form; this also applies to any waiver of the requirement of the written form. Should individual provisions of these terms of the contract be or become wholly or partially invalid, this will not affect the validity of the remaining provisions. Invalid provisions will be replaced by valid provisions that come closest to fulfilling the purpose being pursued by the parties in question and that are legally permitted. If any gap in these terms of contract arises, the parties will find or accept a rule that corresponds to what they had agreed on when they had thought of the omitted point. These terms and conditions as well as the entire legal relationship between us and the customer are subject to the law of the Federal Republic of Germany. The place of jurisdiction for all disputes that cannot be settled amicably is Schwerin. We reserve the right to call upon other courts in cases of litigation.

Version as of 2007