General Terms and Conditions

Ing. Punzenberger COPA-DATA GmbH

1. Geographical Scope:

The general Terms and Conditions apply to all contracts and agreements with COPA-DATA, even if not mentioned each time. The parties can agree in writing to changes to these Terms and Conditions.

The general Terms and Conditions apply to the supply of all services and products, the supply of hardware and software (unless a special software contract has been agrred upon). Conditions of a contractual partner that are contrary to COPA-DATA´s Terms and Conditions apply only if they have been accepted in writing by COPA-DATA. In all other cases these contradicting terms and conditions do not apply.

2. Conclusion of Contract:

All offers are subject to confirmation and therefore not binding. A contract is conculded only after a written order confirmation or with the start of the fulfilment of the order. In case the contract can not be fullfilled for reasons that lie with the customer, COPA-DATA is entitled to 15% of the value of the finished product. There cannot be any reductions or modifications made by any court.

3. Delivery:

Services and products supplied by COPA-DATA are supplied at the risk and expense of the buyer. Delivery costs (shipment from Salzburg) are paid by the buyer. The risk is transferred to the buyer when the product is dispatched. Unless expressly agreed on a complete delivery, the buyer hast to accept partial shipments. A transit insurance is arranged for only at the written request and at the expense of the buyer. Unless transport damages are claimed in writing to the forwarding company or the seller immediately after receipt of the product, liability for such damages is excluded. Agreed delivery dates are binding unless unpredictable events occur that have not been caused and cannot be influenced by the parties – such as acts of god, war, intervention by governmental agencies, traffic disturbances, energy blackouts, strike, default of a supplier. Events such as the above entitle COPA-DATA to either set a new delivery date or to withdraw from the contract alltogether. If the product is ready for shipment but cannot be dispatched for reasons that cannot be influenced by COPADATA or because the buyer does not want the product to be shipped or refuses to accept a product that has already been shipped, COPA-DATA is entitled to put the product in storage at the buyer´s expense. The contract is deemed fullfilled on COPA-DATA´s side. Agreed payment terms are not altered by this. In case of delayed delivery due to slight negligence at COPA-DATA side, a claim for damages by the buyer is excluded. In case of impossibility of performance, e.g. due to failure of COPA-DATA´s suppliers or because the delivery becomes economically inaffordable, COPA-DATA shall be free of all contractual obligations and not subject to claims. In regard to software programs, the buyer does not aquire property of the software but only a right to use the software. All property rights stay with COPA-DATA. The programs may only be used on a computer system. No reproduction are allowed – with the exception of reproductions serving data protection. The buyer is neither entitled to distribute programs nor to make them accessible in any way to third parties. Just like with software programs the buyer is not entitled to distribute or reproduce manuals.

4. Payment:

Payment terms are stated in the initial offer. An invoice is considered payed the day payment is received by COPA-DATA. In case of delayed payment default interest of 12% annually applies. Additional claims can occur. The buyer bears intervention costs of an attorney or collection office. In case of the buyer´s insolvency all granted deductions, rebates and bonifications are void. Default of payment makes all payables to COPADATA fall due immediately. After an extension of time of 10 days COPADATA has the right to withdraw from all contracts – even those partially fullfilled. The buyer cannot derive any claims from this withdrawal. Checks and drafts can be accepted but all prodcuts remain property of COPADATA until the check/draft have been cleared. The buyer bears all costs connected with checks/drafts. Where payment by instalments has been agreed, short or delayed payment of one instalment will immediately cause default of payment. Exclusion of setoff: The buyer is not entitled to charge up claims of any kind against open invoices or deliveries. COPA-DATA has the right to invoice for partial deliveries. The agreed payment terms apply accordingly. The buyer is not entitled to withhold payment in cases of incomplete deliveries, or cases where he claims warranty or defects.

5. Reservation of Title:

All products and services supplied by COPA-DATA are subject to reservation of title until full payment has been received.

6. Warranty, Liability:

Warranty: A 2-year warranty is granted for products and services from the moment of delivery. COPA-DATA has to be notified by the buyer of any defects in writing by registered letter. Notification of defects that are obvious at delivery has to be done immediately after receipt, notification of other defects has to be done within 8 days of detection of the defect. Failure to do so leads to loss of claims for warranty. Non-written notifications cannot be accepted. In cases of delivery by railway service, postal service or a forwarding company a damage protocal has to be made immediately. If the notification of defects was done late or not in writing or if the goods have been changed/interfered with in any way by the buyer, COPA-DATA cannot be held liable. The rejected goods have to be made available to COPA-DATA at the buyer´s expense, otherwise he will lose his claims. COPA-DATA can deliver a replacement to avoid the buyer´s withdrawal from the contract or offer a reduction in price. If no defect can be found in the rejected product, COPA-DATA is entitled to reimbursement for shipping costs and the inspection. Defects/Faults in partial shipments do not entitle the buyer to cancel the entire contract or other contracts with COPA-DATA. Services or products supplied on warranty do not lead to an extension of the warranty period of parts that had not been concerned by the defect. Further claims that exceed the above are explicitly exculded. This applies especially to claims based on cosequential harm caused by a defect as well as other damage claims – also in case of gross negligence, but not in case of intention on COPADATA side. Claims from Damage to property based on Product iability Lawcan only be made in contracts with consumers. The cost for transport to defect-repair and back are paid by the buyer.

No warranty is given in regard to saleability and usability for specific purposes. No liability is accepted for damages (lasting or consequential) that occur in connection with the application of a software program. Responsibility for data security lies with the buyer. It is pointed out to the buyer that errors in software programs cannot be entirely ruled out even by the current state-of-the-art. COPA-DATA neither guarantees specific properties of software, nor their usablility for the customer´s needs. COPA-DATA reserve the right to make changes in the software due to constant development. There cannot be any warranty for software that has been altered by the buyer.

In order for the buyer to be able to make claims under warranty, he himself has to have fullfilled all his contractual obligations including all fees.

7. Withdrawal from Contract:

Where the financial situation of the buyer is such that payment might be jeopardized, COPA-DATA reserves the right to refuse delivery until payment has been received or is guaranteed. If no payment is received or can be guaranteed in a reasonable period of time, COPA-DATA has the right to withdraw from the contract. This can also be in regard to only a partial delivery or service. The buyer cannot derive any claims from this withrawal. If the buyer withdraws from the contract for reasons that lie with him or without giving any reasons at all, COPA-DATA can insist on a fullfillment of the contract or charge a 15-% cancellation fee. COPA-DATA reserves the right to raise additional claims for damages. The agreed cancellation fee is not subject to reduction by any court.

8. Side agreements:

Agreements beside these general terms and conditions are only binding if confirmed in writing by COPA-DATA.

9. Place of juristiction, place of delivery:

All contracts concluded with COPA-DATA Germany are governed by German Law. Exclusive place of juristiction in regard to all disputes that are directly or indirectly connected with the contract shall be the city of Munich . Place of fulfilment for both delivery and payment is Ottobrunn. This applies no matter where the actual agreed place of delivery is.