GENERAL CONTRACT TERMS FOR CUSTOMERS

as of 06.07.2009

Attention! These contract terms is a translation from German and is here for informational purposes only. For all legal purposes please refer German language version.

§ 1 Conditions of application

(1) VEO Consulting GmbH is referred to as the Seller, and the contractor as the Buyer.

(2) Supplies, services and offers from the Seller are made solely on the basis of these conditions. These conditions are valid for all future business relations, even if not expressly agreed.

§ 2 Tender and contract completion

(1) In brochures, advertisements, etc., any included offers from the Seller (even about the price) are not binding. Any specially prepared proposals from the Seller are valid for 30 calendar days.

(2) The Buyer is bound to his order for four weeks. All orders are legally binding after a written or remote confirmation (e.g. e-mail, fax) is received from the Seller. If the Seller does not refuse to accept an order within four weeks after the confirmed receipt, it is assumed to be accepted. 

(3) All agreements made between the Seller and the Buyer for the execution of a contract must be in writing. 

§ 3 Prices and price changes

(1) All prices from the Seller include VAT.

(2) In case there is more than six months between the date of signing a contract and the actual delivery date, if the current prices from the Seller exceed the prices initially agreed to by more than 10%, then the Buyer is entitled to reject the contract.

§ 4 Delivery times

(1) All delivery dates, whether in a binding or non-binding agreement, must be in writing.

(2) If the Seller assumes a delivery delay and informs the Buyer about it, the Seller is entitled for a compulsory additional grace period of two weeks, beginning with the receipt of Buyer such notification.

§ 5 Shipping and transfer of risk

(1) The risk is transferred to the Buyer as soon as the goods are delivered to the Buyer. If the shipment is delayed at the request of the Buyer, the risk is transferred to the Buyer after the Seller has informed the Buyer of being ready to ship the merchandise.

(2) The risk is also transferred at the request of the Buyer, when deliveries will be made in his name and on his insurance bill.

§ 6 Rights of buyer because of defects

(1) If the merchandise or services delivered are not as agreed upon, or are not suitable for the purpose assumed under the contract requirements, or in general has qualities inconsistent with the public statements of the Seller, the Seller is responsible for defects, with remedy by shipment of replacement merchandise.

Multiple subsequent deliveries are permitted. If after the second subsequent delivery the merchandise fails to perform, the Buyer may, at his choice, either require an appropriate reduction of the purchase price or cancellation of the contract.

(2) The limitation period for defect claims is two years from delivery of the merchandise.

§ 7 Limitation of liability 

For minor negligence or dereliction of duty, the liability of the Seller is limited to the average direct damage, according to the type of merchandise and foreseeable events in the contract. This applies also if minor negligence or dereliction of duty is by the legal representatives or agents of the Seller.

§ 8 Retention of title

(1) Until the fulfillment of all claims, which the Seller makes from any legal grounds against the Buyer now or in the future, the Seller retains title to the merchandise delivered (reserved merchandise).

The Buyer is not entitled to the reserved merchandise not in his possession.

(2) If a third party (especially bailiffs) exercise control of the subject merchandise on the Buyer’s property, the Buyer must immediately advise the Seller of this fact and advise the third party of the Seller’s rights. If the third party is not representing the Seller in this context, any associated judicial or non-judicial costs are liable to and reimbursable by the Buyer.

(3) In the case of contract breach by the Buyer (especially late payments), the Seller is entitled to cancel the contract and require return the merchandise.

§ 9 Payments to seller 

(1) Cash collections by sales staff and technical personnel are not allowed, except for amounts up to $200 in cash against a receipt. In addition, payments may be made only directly to the Seller or to a specified bank or post office account.

(2) Unless otherwise agreed, all vendor invoices are due within 10 days from the date payable without deduction.

(3) The Seller reserves the right to reject specific cheques or bills of exchange reserves. The only reason for such rejection would be to ensure payment. The Buyer will carry of the discount and exchange expenses which are due immediately.

(4) The Seller is entitled to firstly offset Buyer's payments on his old debts, even if Buyer requires otherwise, and should inform Buyer about that. If costs and interest are incurred on the debt, the Seller is entitled to payment initially on the cost of merchandise, then on the interest, and finally to the balance of the debt.

(5) The Buyer is entitled to payment offset or retention only if a counterclaim from the same contractual relationship is undisputed or legally adopted.

§ 10 cancellation right

You can cancel your purchase contract in writing within a month without giving any reasons (e.g. per letter, fax, e-mail) or by returning the goods. This period starts with the receipt of the this notification. The revocation period is sufficient to send the purchase withdrawal or the merchandise. The purchase withdrawal should be sent to:

TVO Handel Ltd. & Co. KG
Georgenstr. 61a
80799 München

Tel.: +49 (89) 242 90 492
Fax: +49 (89) 288 08 744
webshop@tvo-handel.com

consequences of cancellation

In the case of an effective revocation, the benefits received by each party shall be returned as well as any related benefits (such as interest). In case you return the goods only partially or in a deteriorated condition, you are obliged to pay compensation for the diminished value. This does not apply if the deterioration is exclusively because of testing goods - such as you would encounter if buying goods in a shop. Furthermore, you can avoid paying compensation for the diminished value by not using the goods as an owner and avoiding everything that affects its value. Goods which can be sent per parcel should be returned that way. You have to carry the costs of the return shipment if the delivered goods were as ordered and if the price of the goods does not exceed EUR 40. In the case of higher priced goods, you have to carry these costs if at the time of revocation, the goods were not paid in full. Otherwise, the return is free of charge to you. Goods which cannot be sent per parcel would be picked up from you. Obligations for refund payments must be made within 30 days after sending your cancellation.

§ 11 Applicable law, jurisdiction, partial revocation 

(1) These terms and conditions, and the legal relationship between the Seller and Buyer, are governed by the laws of the Federal Republic of Germany.

(2) If the Buyer is businessperson, a legal entity of public law and a public law special fund, Munich has exclusive jurisdiction for all of the contractual relationship, and for any directly or indirectly resulting disputes.

(3) If any provision of these terms and conditions, or a provision under other agreements, are ineffective, the validity of all other provisions or agreements is not affected.

GENERAL CONTRACT TERMS FOR COMPANIES

as of 01.06.2007

Attention! These contract terms is a translation from German and is here for informational purposes only. For all legal purposes please refer German language version.

§ 1 Conditions of application

(1) VEO Consulting GmbH is referred to as the Seller, and the contractor as the Buyer.

(2) Supplies, services and offers from the Seller are made solely based on these contract terms. These contract terms are valid for all future business relations, even if not expressly agreed. These contract terms apply, at latest, with the acceptance of merchandise or services. The arguments that the contract terms are required to be confirmed by Buyer based on Buyer's contract terms are hereby rejected.

(3) All the agreements made between the Seller and the Buyer for the execution of a contract must be in writing.

§ 2 Tender and contract completion

(1) All offers are subject to Seller acceptance and are not binding. Adoption statements and all orders must be legally binding and confirmed by written or remote confirmation (e.g. e-mail or fax) from the Seller.

(2) Drawings, designs, sizes, weights or other performance data are only binding if they are expressly agreed to in writing.

§ 3 Prices

(1) Unless otherwise stated, the Seller adheres to the prices contained in its offers for 30 days from the offer date. Otherwise, the prices referenced in the order confirmation of the Seller apply, plus the mandatory VAT. Additional supplies and services are calculated separately.

(2) Unless otherwise agreed, the prices are given from warehouse in Munich (Ex Works - EXW in accordance with the current version of Incoterms, published by the International Chamber of Commerce), including normal packaging.

§ 4 Delivery and service times

(1) All delivery dates, whether in a binding or non-binding agreement, must be in writing.

(2) Delivery and service delays may occur due to force majeure because of events that affect the Seller's supplier or their sub-suppliers, and may include in particular strikes, lockouts, official orders, etc., which even if only temporary make delivery of merchandise much more difficult or impossible. In this case, the Seller is not responsible for previously agreed deadlines and delivery dates. Such events entitle the Seller to delay the delivery or service for the duration of the disability, plus a reasonable start-up time; or to cancel the contract not yet fulfilled in whole or in part under the contract.

(3) If the disability extends for more than three months, the Buyer, after a reasonable grace period, may withdraw from the still unperformed portion of the contract. The Buyer may extend the delivery time or release the Seller from his obligation, but the Buyer will not derive any damage claims thereof. Seller can refer to the circumstances mentioned above, if the Seller immediately notifies the Buyer.

(4) If the Seller is non-compliant with binding deadlines and promised dates or is in default, the Buyer is entitled to a delay compensation in the amount of 0.5% of the invoice value of the delay affect merchandise and services for each full week of the delay. The maximum total of all delay compensation is no more than 5% of the invoice value of the delay affected supplies and services. Any further claims are excluded, unless the delay is based on gross negligence of the Seller or worse.

(5) The Seller will consider partial shipments and services at any time, unless the partial delivery or partial performance for the Buyer is not of interest.

(6) Compliance with the delivery and performance commitments of the Seller requires the timely and proper fulfilment of obligations by the Buyer.

(7) If the Buyer is in default of acceptance, the Seller is entitled to compensation for the resulting damage to him; with entry delay in acceptance, the risk of accidental deterioration and the accidental loss to the Buyer.

§ 5 Shipping and transfer of risk

The risk is transferred to the Buyer as soon as the shipment is made, or if the purpose of sending the stock from the Seller has ended. If the shipment is delayed at the request of the Buyer, the risk is transferred to the Buyer when the request is received by the Seller.

§ 6 Rights of buyer because of defects

(1) The products should bee free from manufacturing or material defects when delivered.  The deadline for submission of warranty claims is one year after delivery of the products.

(2) If operating or maintenance instructions of the Seller are not followed, or changes are made to the products, parts replaced, or consumable materials used which do not meet the original specifications, any claims for defects of the products by the Buyer will not be accepted. 

(3) The Buyer needs to advise the Seller immediately in writing of any customer service shortcomings, but no later than within one week of receipt of the delivered merchandise. Defects which were not discovered until after this period even after careful examination, should upon discovery be advised in writing to the Seller immediately.

(4) In the case of a notice from the Buyer that the products are lacking, the Seller will at his discretion and at his own expense:

• a) remedy the lack of a part, or repair the device, and subsequently return the item that was sent to the Seller;
• b) a service technician of the Seller will be sent to the Buyer for the repair, if there is no device interface for remote repair;

If the Buyer insists that improvements are done for him at a certain place, the Seller can meet this demand, using calculated working hour rates, and with travel expenses at a standard rate, and adding the cost of any replaced parts, all to be paid by the Buyer.

(5) If the subsequent improvement fails after a reasonable period, the Buyer may demand a decrease in remuneration, or may cancel the contract.

(6) All liability for normal wear and tear is excluded.

(7) Claims for any deficiencies against the Seller are available only to the direct Buyer, and are not transferable.

§ 7 Title

(1) The Seller will retain title to the merchandise in question as collateral when the value of all such claims is more than 20% of the value of the merchandise in question. This includes all claims, including any claims of any payments, which the Seller had made from any legal grounds against the Buyer, now or in the future.

(2) The product remains the property of the Seller. Processing or transformation is always done for the Seller as by a manufacturer, but without any obligation to him. If the merchandise stops being the property of the seller by being built into other objects, it is agreed that the part of the property of the Buyer in the combined object is transferred to the Seller, proportional to the invoice value. The Buyer will keep the property of the Seller free of charge. Merchandise in which the Seller is entitled as property, is hereinafter referred to as reserved merchandise.

(3) The Buyer is entitled to resell merchandise, in the ordinary course of business transactions to process and sell, as long as he is not in default. Pledges or chattel are inadmissible. For the results from the further sale, or any other legal reason (insurance, tort), concerning the retention of merchandise and resulting claims, and including any claims from current account balance, the Buyer agrees to completely cede these results to the Seller. The Seller authorises Buyer make claims for payment for such merchandise in his own name. This authorisation may only be revoked if the Buyer's payment obligations are not current.

(4) If there is a third party to the subject merchandise, particularly in seizures, the Buyer will immediately advise the third party of the Seller’s property rights. If the third party is not in a position to deal directly with the Seller, any incurred judicial or non-judicial costs are liable to the Buyer and reimburseable to the Seller.

(5) In the case of contract by the Buyer - especially late payments - the Seller is entitled to cancel the contract and require releasing the subject merchandise.

§ 8 Payments

(1) Unless otherwise agreed, all accounts are due to the Seller within 14 days after the invoice is issued, payable without deduction.

The Seller is entitled to full payment, despite otherwise provided for in the Buyer's payments on his portfolio of debts.  The Buyer commits to making full settlement to Seller. If costs and interest are incurred on the debt, the Seller is entitled to payment on the costs first, then the interest, and finally to the balance of the debt.

(2) Payment shall be completed to the Seller on the full amount. In the case of cheques, the payment is considered made when the cheque has successfully posted to the Seller’s account.

(3) If the Buyer is in default, the Seller is entitled from that time to interest at the rate of 8 percentage points above the base rate (Basiszinssatz) as damage liquidation. The damages may be lower if the Buyer can prove a lower burden; the proof of a higher loss by the Seller is allowed.

(4) If the Seller knows of circumstances that bring the creditworthiness of the Buyer into question, particularly a bad cheque or not making his payments, or when the Seller knows of other circumstances in which the creditworthiness of the Buyer is in question, the Seller may declare the entire remaining debt due and payable even if he has accepted cheques. The Seller in this case is also entitled to retain any advance payments or security performance.

(5) The Buyer is entitled to offset, retention, or reduction, even if defects or counter-claims are made, only if the counter-claims have been in force or not in dispute. Retention is to the Buyer but also because counter-claims are from the same contractual relationship.

§ 9 Design changes

The Seller reserves the right to make design changes and is not obliged to make such changes to products already delivered.

§ 10 Patents

(1) The Seller would exempt the Buyer, and its customers from claims arising from violations of copyrights, trademarks or patents, unless the draft delivery item comes from the Buyer. Exemption obligation of the Seller is only to the amount of predictable damage.

Additional requirement for the exemption is that the Seller would assume control over lawsuits, and that the alleged violation of the law is attributable solely to the design of the delivery of items from the Seller or used without connection with other products.

(2) The Seller has the right to choose and free himself from the paragraph 10.1 commitments by either:

a) procuring the necessary licenses relating to the allegedly infringed patents;

or

b) having the Buyer make available an amended delivery item or parts thereof for exchange against the infringing delivery item or its violation, or having the item in question removed.

§ 11 Confidentiality

Unless otherwise agreed to in writing, applying to the Seller in connection with the informaiton from submitted orders is not considered confidential.

§ 12 Liability

(1) Claims are independent of the type of breach of duty, including illicit acts excluded if not deliberate or gross negligence.

(2) In case of the breach of fundamental contractual obligations, the Seller is liable for any negligence, but only up to the predictable damage. Claims for lost profits, saved expenses, damages from third-party claims, and other indirect or consequential damages may not be made, unless a product quality guaranteed by the Seller aims to protect the Buyer against such damage.

(3) The liability limitations and exclusions in paragraphs 1 and 2 shall not apply to claims incurred because of the malicious behaviour of the Seller, as well as a liability for guaranteed quality characteristics in claims based on the German Product Liability Act, as well as damages from the loss of life, body or health.

(4) Where the liability of the Seller is excluded or limited, this also applies to employees, representatives, and agents of the Seller.

§ 13 Applicable law, jurisdiction, partial revocation

(1) For these terms and conditions, and the legal relationship between the Seller and Buyer, the laws of the Federal Republic of Germany applies. The provisions of the United Nations purchasing laws do not apply.

(2) If the Buyer is businessperson, a legal entity of public law and public law special fund, Munich has exclusive jurisdiction for all of the contractual relationship, and for any directly or indirectly resulting disputes.

(3) If any provision of these terms and conditions, or a provision under other agreements, are ineffective, the validity of all other provisions or agreements is not affected.

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