Standard Terms and Conditions

Standard Terms and Conditions

1. General
The relationship between the customer and Sensolute GmbH (hereinafter referred to as „contractor“) shall be subject to the standard terms and conditions of sale outlined below, unless other provisions are specified in writing in the respective individual contracts. Acceptance of the contractor’s offer by the customer shall imply the latter’s acceptance of the present terms and conditions. Any different terms and conditions and in particular the customer’s standard terms and conditions shall apply only, if they have been acknowledged in writing by the contractor. This shall also hold in cases of the customer referring to his standard terms and conditions in his invitation to tender or his contract. Ineffectiveness of any of the present standard conditions of sale shall not affect the validity of the rest of provisions. In this case, the ineffective provision shall be replaced by a corresponding legally effective provision.

2. Subject of the contract
The subject of the contract shall be defined in each individual contract.

3. Contract execution
The contractor shall execute the contract with due and proper care and diligence according to the state of the art. The contractor shall make an effort to employ staff, material resources and facilities in such a way that the contract is executed within the period of time agreed upon. The contractor shall contribute to the successful execution of the contract to his best endeavours, and shall in particular provide all necessary, documents, experience etc.

4. Pricing/payment
The price agreed upon shall cover all contractual costs to be borne by the customer. Clause 3 shall remain unaffected. Unless otherwise agreed net payment shall be made by the customer upon the execution of the service and invoicing. In case the contractor realises that the contract cannot
be executed within the period of time and / or at the price agreed upon, the contracting parties shall reach
an additional agreement regarding the continuation of work and the payment of the respective costs.

5. Obligation to inspect and complain
if the contractual relationship is a commercial transaction the contractor shall immediately inspect the
delivery upon receipt and advise regarding possibly detected defects within a period of 10 days. After the
expiry of this period of time the delivery/service shall be considered as duly rendered. In the case of a defect which was not recognisable or would not have been recognisable during an inspection the contractor shall advise immediately after detecting the defect; otherwise the delivery/service shall be seen as authorised taking into consideration the defect.

6. Retention of title
The contractor shall retain the title of any items delivered until the complete payment agreed upon has
been made. In case of the resale of items delivered or their processing or installation in a plot of land, the customer already now shall assign to the contractor the counterclaim to which he is entitled in legal connection with the resale, processing or installation up to the amount of the immovable share of the payment to which the contractor is entitled to protect his claim to receiving payment under this contract. Payments not transferred to the contractor shall be set off against the share of claims not assigned to the contractor, unless the payer expressly makes different arrangements. To the extent to which claims have been assigned to the contractor, the customer shall be obliged to provide the contractor with information and deliver to the contractor any and all documents. Until revoked, the customer shall be authorised to collect the claim on behalf of the contractor. The right of the contractor to collect shall remain unaffected by this provision.

7. Neglect of duty / tortious liability
If the rendered service/delivery is deficient the customer shall – according to his choice – subsequently fulfil the requirements within an appropriate period of grace excluding all other claims of the contractor, i.e. he shall remedy the defect or render a service/delivery free from defects. Upon expiry of the said appropriate period of grace without the customer having remedied the defect of rendered a service/delivery free from defects the contractor may demand a decrease of the payment (reduction).
Further claims regarding defects of quality or defects of title are excluded, where legally admissible.
Claims of the contractor against the customer regarding further neglects of duty are excluded, where
legally admissible. Claims of the contractor against the customer or his staff regarding material or financial damage, occurring to the contractor, his staff or contracted third parties during the execution of the contract shall be excluded except for deliberate causation. The contractor shall accordingly exempt the customer and his staff from possible claims of third parties and shall reimburse all incurring costs of bringing an action to the customer and his staff.

8. Confidentiality /publications
Any documents and information obtained by the parties during the execution of the contract shall be treated confidentially. The customer shall agree to the publication of the results obtained within the framework of the contract by the contractor. The parties shall be obliged to keep the operation secrets transmitted to them in connection with the contract and to disclose them to third parties only to the extent necessary for the execution of the contract.

9. Place of performance/jurisdiction
The place of performance is Karlsruhe, and any disputes arising shall be referred to the court having
jurisdiction in Karlsruhe.

10. Applicable law
German law shall apply but not the UN Convention Relating to a Uniform Law on International Sale of
Goods.

Sensolute GmbH, 31 March 2009