Common-Link AG

1. Scope of the General Terms & Conditions of Common-Link AG

These General Terms and Conditions apply for all contracts entered into between Common-Link AG and its clients, as well as all other agreements made within the scope of business transactions.

The client's Terms & Conditions are expressly not part of such contracts, also if they are not explicitly excluded by Common-Link AG. If the client is not prepared to accept the following General Terms and Conditions, he must inform Common-Link AG accordingly in advance and in writing.

2. Payment conditions and prices

All invoices from Common-Link AG are payable within 10 days after their date of issue. Decisive hereby is the date on which Common-Link AG receives payment. After the due data, Common-Link AG is entitled to suspend further deliveries and services. In case of payment default, Common-Link AG is entitled to charge interest at a rate of 5% p/a above the respective base interest rate of the European Central Bank.

All prices are ex-works in Karlsruhe, without packaging, insurance, and shipping costs, plus the current statutory VAT. Common-Link AG is entitled to make partial deliveries.

3. Delivery and shipment

All offers are not binding. The contract is concluded only my means pf the order confirmation from Common-Link AG or by execution of the order. Delivery is only possible as long as stocks last. All delivery dates named by Common-Link AG are without obligation, except if a delivery date has been expressly confirmed in writing. If the Customer requests changes or additions to the order after order confirmation, or if other circumstances arise that prevent Common-Link AG from delivering on time, although Common-Link AG is not responsible for such circumstances, the delivery date will be postponed by an adequate period. If Common-Link AG is prevented from fulfilling the order on time, e.g. through disturbances in purchasing, manufacture, or delivery either at Common-Link or at of its suppliers, the general rules of law are applicable, subject to the provision that the Customer can grant a period of grace of 6 weeks after expiry of a one month period.

If non-compliance with an agreed delivery date can be proved to be due to mobilization, acts of war, rebellion, strike or lock-out, or other circumstances that cannot be blamed on Common-Link AG according to the general rules of law, the delivery date will be extended by an adequate period. The Customer can cancel the order, if he has granted Common-Link AG an adequate period of grace after expiry of the extended delivery date. The order must be cancelled in writing, if Common-Link AG does not deliver within the period of grace. If Common-Link AG is unable to execute the order partially or in whole for one the above reasons, Common-Link is released from its delivery commitment.

Shipment and transport insurance costs are always covered by the Customer, whereby Common-Link AG can select the shipment method and route freely. The Customer is obliged to check the goods after receipt, and to notify Common-Link AG immediately in writing about any signs of transport damage or damage to the packaging. The same applies for hidden damage. In case Common-Link AG is unable to claim damages from their insurance or sub-supplier due to non-compliance with the above commitment, the Customer is liable for all costs arising from this omission of duties. Risk is transferred to the Customer as soon as the goods leave Common-Link AG's works or stores.

4. Retention of title

Delivered goods remain in the ownership of Common-Link AG until all claims from the primary and secondary business transaction with the Customer have been paid in full. The Customer is obliged to adequately insure all goods still in the ownership of Common-Link AG (i.e. against theft, fire, water, and low-voltage damage), and to provide evidence of such insurance at the request of Common-Link AG. In case of damage, the Customer's insurance claim is considered as having been transferred to Common-Link AG. The Customer is not entitled to dispose of the goods under retention of title. In the case of seizure or impoundment, the Customer must inform Common-Link AG in writing without delay, and is obliged to inform third parties immediately in a suitable manner about the retention of title by Common-Link AG. In case the Customer sells the delivered goods nonetheless, and should Common-Link AG agree, the Customer transfers all claims against his purchaser to Common-Link AG from the moment the contract is agreed. The Customer is obliged to supply Common-Link AG with all information required to claim their rights, and to give all necessary assistance.

5. Limitation of liability

In case of willful intent or gross negligence, Common-Link AG is liable in accordance with legal regulations. In case of minor negligence, Common-Link AG is only liable if a significant obligation of the contract (cardinal obligation) has been violated, or a case of default exists. In case of liability due to minor negligence, such liability is limited to damage that is foreseeable or typical. In case of minor negligence, this limitation of liability also applies in the case of initial incapacity on the part of Common-Link AG. Liability due to the lack of specified properties, fraudulent intent, for bodily harm, defect of title, or according to the Product Liability Act remain unaffected.

In the event that Common-Link AG makes guarantee or liability claims, possible comparative negligence of the Customer must be taken into account, in particular in case of inadequate information about faults or inadequate saving of data. Inadequate saving of data exists, if the Customer has omitted to take corresponding state-of-the-art safety measures that prevent external influences, in particular computer viruses and other phenomena, which represent a threat to individual data or an entire database.

6. Warranty for hardware

Common-Link AG ensures that the goods have the properties specified in the contract, and are free of defects that nullify or reduce their value or their suitability under normal use or the use implied by the contract. An insignificant reduction of value or suitability remains out of consideration.

Common-Link AG and the Customer agree that the explanations and descriptions of the hardware and software provided in the manual and/or price list do not represent specified properties.

The warranty period is 6 months, and begins on the day of delivery. The Customer must inform Common-Link AG without delay and in writing about any faults arising during the warranty period. The warranty does not cover the rectification of faults that are due to normal wear and tear, external influences, or operating errors. The warranty is voided insofar as the Customer modifies devices, elements or accessory equipment himself or by a third party, without the consent of Common-Link AG, except if the Customer can prove conclusively that the faults in discussion were not caused entirely or in part by such modifications, and that fault rectification is not hampered by the modifications.

Within the scope the warranty obligations, Common-Link AG may repair or replace faulty devices, elements or accessory equipment. For this, and within the necessary scope, the Customer will remove programs (including his application programs, data, data carriers, modifications and additions) before replacement. The Customer must grant Common-Link AG the necessary time and opportunity to carry out the rectification work. In case of two unsuccessful attempts to rectify the same fault or for directly related faults, the Customer is entitled to optionally demand rescission or a price reduction. The same applies if, due to particularly serious circumstances of the individual case, the Customer cannot reasonably be expected to accept a second attempt to rectify the same fault, a directly related fault, or a further fault.

If the Customer makes a warranty claim against Common-Link AG, and it turns out either that there is no fault or that the fault is not covered by Common-Link AG's warranty, the Customer must reimburse Common-Link AG for all ensuing costs, provided that the warranty claim was made negligently or with willful intent.

Immediately after installation, rectification of faults, maintenance work or other activities conducted by Common-Link AG on the EDP system, the Customer will carry out a functional test of the data saving system, and make a written report of the result. Specifications in the manual/documentation and/or promotional material, which relate to expansion possibilities of a product or to available accessory equipment, are non-committal, in particular because the products are subject to continuous adaptation, and the specifications might also refer to future developments.

Delivery of a manual in the English language is permissible, if the corresponding subject matter of the contract has not yet been fully localized for the respective market. The same applies, if the contract's subject matter is only available in an English version.

7. Warranty for software

Immediately after receipt, the Customer will examine the standard software, and will notify the Vendor in writing without delay about any obvious defects.

For a period of 6 months, beginning on the day of delivery, Common-Link AG ensures that the software supplied by Common-Link AG is essentially free of material and manufacturing defects, and essentially works as specified in the accompanying product manual. The Customer knows that according to the state of the art, program faults cannot be excluded.

In case of a justified complaint, Common-Link AG reserves the right to carry out remedial action. In case of two unsuccessful attempts to rectify the same fault or for directly related faults, the Customer is entitled to optionally demand rescission or a price reduction. The same applies if, due to particularly serious circumstances of the individual case, the Customer cannot reasonably be expected to accept a second attempt to rectify the same fault, a directly related fault, or a further fault.

All other warranties, in particular that the software is suitable for the Customer's purposes, are expressly excluded.

8. Confidentiality

Common-Link AG and the Customer are mutually committed to keep secret all business and operational secrets of the opposite party for an unrestricted period, and to refrain from handing such information to third parties or making further use of it in any way. Documents, drawings, and other information received by either contracting partner in the course of business relations, may only be used by that partner within the scope of the respective contract purpose.

9. Evidence clause

All registers with electronically processable data stored on non-volatile data carriers in Common-Link AG's EDP system are permissible as proof of data transmission, contracts, and payments between the parties.

10. Property rights

Without the express permission of Common-Link AG, the Purchaser is not entitled to export the goods purchased from Common-Link AG into countries outside the EU. Moreover, the Purchaser must observe all relevant export regulations, in particular those of the Foreign Trade Ordinance, as well as any applicable regulations according to US law.

11. Export

The Purchaser acknowledges that the resale of any products imported from the USA are subject to the Export Administration Regulations of the USA, which limit the export and reimport of hardware, software, technical data carriers, and direct products using technical data carriers, including services associated with the use of such products. The Purchaser agrees that he will not export or re-export products imported directly or indirectly from the USA, or information or documentation related to such products, into any countries or to any end-user, without having obtained prior consent from the relevant authorities. This requires the consent of the US "Department of Commerce" (department responsible for the administration of export matters) or a comparable authority. The same applies for all applications on the part of the end-user, which are limited by US regulations.

12. Miscellaneous

Should any individual provision of these Terms and Conditions be or become invalid in whole or in part, this will not affect any of the other provisions. In this case, the invalid provision will be replaced by a provision that comes as close as possible to the intention of the invalid provision. No collateral agreements exist. Amendments or supplements to these Terms and Conditions are only effective if they have been confirmed in writing.

In a business transaction with Common-Link AG, the customer can only relinquish his rights with the written consent of Common-Link AG. Setting off against the purchase price demand is only possible for the Customer by means of an accepted or legally established counter claim. As far as legally permissible, the place of jurisdiction is the seat of Common-Link AG (headquarters) in the Federal Republic of Germany. German Law will apply exclusively.