General Terms and Conditions

1. General
These terms and conditions apply when ORCON sells and supplies hardware, licenses and supplies software, carries out repairs or provides any other service. They apply as appropriate to other transactions in the absence of specific terms and conditions. They only apply to merchants transacting business on behalf of a commercial enterprise, corporate bodies under public law and special assets under public law. Only the terms and conditions of ORCON shall apply, and not those of the other party (hereinafter referred to as the "Partner").

2. Quotations, contracts, performance
Quotations provided by ORCON are subject to change. A contract does not exist until ORCON confirms the order in writing or supplies the goods. Verbal agreements are only binding upon ORCON if expressly confirmed in writing. They do not constitute a promise or guarantee. Unless otherwise agreed, the performance for repair contracts consists of adapting the device to ORCON's valid standard specifications. If this cannot be achieved because the Partner has limited the scope or cost of a repair order, ORCON may exceed said scope or cost to an extent which it believes to be reasonable and acceptable to the Partner in order to restore the functionality of the equipment. The scope of maintenance and servicing work is defined in "Scope of service rendered by ORCON" for miscellaneous services in the order confirmation. .

3. Prices and payment terms
Where prices are not indicated, ORCON's list prices at the time of order confirmation shall apply, with the addition of VAT, postage, freight, insurance, delivery charges, installation and commissioning, and in the case of repairs and other on-site services, travel costs. Invoices are issued in the legal currency of Germany. Payment is due 14 days after the invoice date, or in the case of repair and service invoices, upon receipt, unless otherwise agreed in writing in the order confirmation. Checks will only be accepted on account of payment. The Partner shall be in arrears if payment is not received after the due date, even if no reminder is issued. ORCON is entitled to charge interest of 3% p.a. above the discount rate of the Deutsche Bundesbank or the European Central Bank or 6% p.a. ORCON shall only have further legal rights in the event of payment arrears after an appropriate period to be defined by ORCON. The Partner may only offset such claims against ORCON's claims as are undisputed or legally recognized. Services may only be refused on grounds which are based on the same contractual relationship. Each individual order constitutes a separate contractual relationship.
In the case of services provided on an ongoing basis, ORCON shall provide an invoice at the commencement of the charging period. For this type of contract, ORCON may increase the prices to reflect a new service product list by declaring this in writing 2 months before the end of the current period, if the Partner does not object to the increase in writing within 4 weeks of receipt. In this case, ORCON may terminate the contract at the time when the price change comes into effect.

4. Delivery time, duration of service contracts
The delivery time or time of performance begins on the date of the order confirmation. If the Partner is required to make payment in advance, it begins when the advance payment is received by ORCON. ORCON may split the delivery or performance. If ORCON fails to meet a delivery or performance deadline for reasons which are its own fault, the Partner may withdraw from the contract if a period defined by the Partner elapses without delivery being made. If ORCON did not act with intent or gross negligence or contrary to fundamental obligations, the Partner shall have no further rights arising from the delay. If ORCON is unable to deliver or perform because of an act of God or a failure of the Partner to perform a necessary service, ORCON shall be entitled to make good the delivery or performance once the impediment no longer applies, assuming that the impediment began when ORCON was still able to deliver or perform. Deadlines quoted in the order confirmation for services and software developments are based on a provisional estimate of the scope of work and are therefore only approximate, unless expressly agreed otherwise.
In the case of services provided on an ongoing basis, the contract is concluded until the date quoted as the "end of charging period" on the ORCON Service Product List. It is extended by a period of one year at a time if neither of the parties receives a written notice from the other no later than 3 months prior to expiry of the contract.

5. Delivery obligations, transfer of risk, delivery of goods
Deliveries are subject to the EXW (ex works) terms defined in Incoterms 1990. In the event of complaints about transport damage and claims for compensation, the Partner must adhere to the relevant forms and deadlines vis-à-vis freight carriers, forwarders and insurers. If ORCON equipment is returned for repair, the risk is transferred to ORCON when the equipment is received. If a service, such as training or user orientation, is to be provided within a certain period, with the specific dates being chosen by the Partner, ORCON may require the Partner to give notification of the likely dates and scope of call-outs over the next three months. If ORCON is unable to comply with a date requested by the Partner, ORCON may agree a new date with the Partner, which must be less than six months from the originally requested date. If the Partner does not takes advantage of a service within the agreed period, ORCON shall not be obliged to render the service.

6. Software deliveries
ORCON grants the Partner permission to use the software object code and user documentation (the "software") only on an IT system for the tasks for which the software is intended. ORCON shall only install software if expressly agreed in writing. Unless prescribed by law, the Partner may not decompile or reverse-engineer software.
The Partner may make copies of the software if required for the purposes of permitted use, including backup. The Partner must create a backup copy of the software, including updates or upgrades, immediately after delivery. ORCON may terminate the right of use if the Partner continues to infringe the conditions of use, despite receiving a warning, after a period of 30 days. If the right of use is withdrawn, the Partner shall return the original and all copies and part-copies of the software to ORCON, or delete the aforesaid, within 30 days. ORCON must be provided promptly with suitable evidence that the software has been deleted. The Partner may retain a copy for archive purposes with the written consent of ORCON.

7. Services
If ORCON is required to provide services, the customer must provide ORCON in good time with the accurate information required to do so. The customer must appoint a competent contact person who is authorized to make decisions. ORCON may use contracted third parties to provide services. Auxiliary equipment and resources do not form part of the scope of service and must be provided by the Partner in proximity to the relevant system. This includes, for example, documentation, application programs, data, and telephone lines for voice and data transmission.
The customer may only transfer services to third parties with the written consent of ORCON. If defective parts or devices are replaced by ORCON, they become the property of ORCON. If ORCON performs maintenance on hardware for which the warranty has expired, ORCON shall perform a handover inspection and any necessary servicing. The costs of this work are not covered by any all-inclusive prices and must be paid for separately by the Partner.
Maintenance and servicing carried out at the Partner's request outside ORCON's normal business hours are not covered by any all-inclusive prices and must be paid for separately, including maintenance or servicing required in response to malfunctions caused by the Partner, a third party contracted by the Partner, a party knowingly tolerated by the Partner, or an act of God.

ORCON shall only perform maintenance on the most recent software version. ORCON shall not perform maintenance on modifications or content, for example database applications, effected without software modules on the ORCON Service Product List. Added software modules on the ORCON Service Product List are automatically subject to maintenance after expiry of the warranty period; the maintenance price increases in accordance with the ORCON Service Product List. For added hardware on the ORCON Service Product List, ORCON shall undertake to provide maintenance immediately after expiry of the warranty if requested by the Partner. If ORCON does not service the operating system, the Partner must ensure that it fully supports the software to be serviced. For ongoing maintenance and servicing, the Partner must notify ORCON immediately of any changes to the sites of installation and use. If such changes affect ORCON's costs, ORCON may adapt the prices to the changed costs and terminate the contract on extraordinary grounds if the new location is outside the Federal Republic of Germany.

8. Warranty (material defects and defects of title)
ORCON guarantees that its hardware products are free of manufacturing and material defects at the time of transfer of risk, and that software is free of errors that annul or significantly reduce its value or suitability for normal use or the purposes assumed in the contract. The warranty period is 24 months. The Partner must examine the delivery or repair immediately and notify ORCON of any defects in writing. Any defects discovered later, which were not noticed during the initial examination, must be reported immediately in writing. If the Partner fails to meet these obligations, ORCON shall no longer be bound to any warranty obligations for such defects. In the event of defects, ORCON may choose to either rectify the defects or supply a replacement, either at its own premises or at the Partner's premises. If the defects have not been rectified after a second attempt, or if ORCON does not endeavor to rectify them within a reasonable period, the Partner may reduce the price or amend the contract. If ORCON did not act with intent or gross negligence or infringe fundamental obligations, the Partner shall have no further rights arising from the defective delivery or performance.
If claims are lodged against the Partner by third parties because objects delivered by ORCON or their proper use infringe the commercial property rights or copyrights of these parties, the Partner shall notify ORCON. ORCON shall provide the Partner with appropriate support in defending itself against such claims. If the claim is asserted against the partner within 12 months of delivery, ORCON shall exempt the Partner from all such claims, if:
a) the Partner empowers ORCON to defend itself against the claims or settle the dispute and provides ORCON with all the necessary information to do so and provides a reasonable level of support
b) the Partner does not intervene in the defense without first consulting with ORCON, and in particular does not admit the claim
c) the alleged infringement of law is not due to a modification of the delivery object by the Partner
d) the Partner does not use the object delivered by ORCON in conjunction with other objects in a manner that infringes the law, if the sole use of the objects delivered by ORCON would not have infringed the rights of the claimant. ORCON may, at any time, at its own cost, give the Partner the right to continue using the objects, replace them, or modify them in such a way as to remove the infringement. If this is not possible, at ORCON's request the Partner must return or destroy the objects in exchange for a credit note for the price, reduced to reflect depreciation. If the Partner refuses, he will lose all rights relating to exemption offered by ORCON or further assistance. The Partner has no further rights with respect to property rights disputes with third parties, unless ORCON has acted with intent or gross negligence.

9. Limitation of liability
Irrespective of the legal basis, ORCON shall be liable for the full extent of damages in the event of intent and gross negligence on the part of ORCON and its chief executive officer. In all other cases, liability is limited to compensation for typically foreseeable damages up to EUR 500,000 per damage incident. ORCON shall not be held liable for slight negligence unless it has infringed essential contractual obligations. ORCON's liability for data loss is limited to the costs of reconstructing the data assuming that proper backups were created by the Partner.

10. Retention of title
Delivered objects remain the property of ORCON until all receivables resulting from the business relationship with the Partner have been paid in full. ORCON is obliged to release securities if their value exceeds the receivables by more than 20%.
The Partner may sell the goods that are subject to retention of title in the usual course of business, but not pledge them or use them as security. The Partner shall assign to ORCON future claims arising from a sale to guarantee the claim for the purchase price as soon as a delivery contract is concluded with ORCON. ORCON shall only disclose this transfer of claims if the Partner falls into payment arrears. If goods subject to retention of title are sold together with goods from other suppliers, the transfer of claims is limited to the invoice value of the former. The Partner may collect the amount receivable if not forbidden to do so by ORCON. The Partner shall assist ORCON in collecting the amount receivable.
If third parties access the goods subject to retention of title, the Partner shall notify ORCON immediately, advise the said parties that the goods are the property of ORCON, and help to assert the rights of ORCON, in particular by initiating necessary steps to protect ORCON's legal interests, including court action, at its own cost. If the Partner contravenes the contract, for example by falling into payment arrears, he must, if requested by ORCON, release the goods subject to retention of title. This does not imply a withdrawal from the contract on the part of ORCON.

11. Export control regulations
The Partner shall abide by all relevant foreign trade regulations. Otherwise ORCON may terminate business relations with the Partner in its own legitimate interest. It may cancel confirmed deliveries, terminate rights of use and refuse delivery of spare parts and maintenance services.

12. Ban on enticement
During the period in which the Partner is engaged in a contractual relationship with ORCON and for one year after the termination of same, the Partner shall not employ ORCON employees as either in-house staff or freelancers without the consent of ORCON. For each case of contravention, the Partner shall pay ORCON a penalty of EUR 25,000.

13. Final provisions
All transactions between the parties shall be subject solely to German law, and not the United Nations Convention on Contracts for the International Sale of Goods (CISG) of April 11, 1980. ORCON may use and disseminate within the company personal data relating to the Partner, which become known through the business relationship, for its own purposes. The place of jurisdiction shall be either Stuttgart or the general place of jurisdiction of the defendant, at the discretion of the plaintiff. Should one or more provisions in these General Terms and Conditions be ineffective, this shall not affect the effectiveness of the other provisions.

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