These General Terms and Conditions for the Supply of Hardware and Software Products (hereinafter the “General Terms and Conditions”) apply to commercial relationships with entrepreneurs, public law entities and public institutions, hereinafter referred to as the “Customer”. 1. General Provisions 1.1 Our deliveries shall exclusively be governed by the conditions set forth hereunder. The Customer’s general terms and conditions shall not apply (even if we have not explicitly objected to their applicability), unless we have expressly agreed to their applicability. 1.2 Oral agreements given by us must be confirmed by us in writing to be valid. Changes to a contract shall also require written form. The same applies to any changes made to the requirement of written form. 1.3 If the Customer does not accept our offer within two weeks of receipt thereof, we shall have the right to withdraw it. 1.4 Cost estimates are non-binding and shall be produced against payment, unless expressly agreed otherwise. 1.5 Pending the coming into force of new General Terms and Conditions, these General Terms and Conditions shall apply to all future deliveries to the Customer. 2. Customer’s Obligation to Cooperate 2.1 The Customer shall provide us with all information required for the performance of our deliveries and/or services. We shall not be obligated to verify data, information or other services supplied by the Customer, with regard to completeness and correctness, unless such verification has been expressly agreed upon as a contractual duty. In the event that information or documentation supplied by the Customer proves to be faulty, incomplete, ambiguous or objectively non-executable, the Customer shall, immediately upon notification by us, effect the required corrections and/or amendments. The Customer shall remedy or cause to be remedied any faults or malfunctions of Customer-supplied components that we notify to the Customer, without delay. 2.2 To the extent that work is performed on the Customer’s premises, infrastructure such as workstations, materials and work tools shall be provided to our personnel free of charge. In such cases, the Customer shall be responsible for taking all required steps to fulfill its legal duties to ensure the safety of persons and property, unless other arrangements arise from the nature of the matter or an agreement with the Customer. We shall have the right to refuse delivery and/or performance of the service if the required steps are not taken. 2.3 The Customer shall name a designated contact person, who shall be authorized to provide and receive information relevant for contractual performance as well as to receive software deliveries and to report complaints or defects to us. 3. Prices and Terms of Payment 3.1 Invoicing shall be based on the list prices valid when the contract is entered into, plus value-added tax (VAT). VAT is not invoiced in cases meeting the pre-conditions for tax exemption of export deliveries, provided that suitable documentary proof thereof is provided by the Customer. 3.2 We reserve the right to modify our prices appropriately if our costs rise after a contract has been entered into, in particular due to changes in wage costs under collective bargaining agreements, or to changes in the price of materials, provided an interval of more than four (4) months elapses between the date of contract signing and provision of the hardware and/or software products. We shall provide proof of such changes to the Customer upon request. 3.3 Except as otherwise agreed upon in writing, payment shall be effected within 30 days of the invoice date without deduction. In the case of late payment, we shall be entitled to charge default interest at the statutory rate plus 8% as well as the €40 statutory debt collection fee or a higher fee, where justified, notwithstanding our right to claim damages for any other loss. 3.4 We shall be entitled to make our delivery dependent upon payment in advance or a down payment. 3.5 Moreover, we shall also be entitled to allocate payments received from the Customer to the oldest outstanding amount receivable. 3.6 The Customer shall be entitled to hold back payments or offset with counterclaims only to the extent that its counterclaims are undisputed or recognized by final and binding judgment. 4. Software licenses 4.1 The allocation of software may be effected by means of a license for a limited or an unlimited time period. In both cases, the Customer shall be granted a simple (non-exclusive) right to use the software in accordance with the licensing model stipulated in the contract. 4.2 Licensing models: (1) Under a centrally administered, personal user license (USER-NAMED LICENSE), the Customer may use the software on a single workstation and, with special written permission, on several workstations which must, however, be connected to a license server. (2) A limited concurrent user license (FLOATING LICENSE) authorizes the Customer to use the software by an agreed number of concurrent users on one or more computers connected to a server allocated/controlled by the Customer. (3) In the case of a corporate license (CORPORATE LICENSE), the software may be used simultaneously by any desired number of the Customer’s employees. This licensing model, however, does not allow the transfer or use of the software (e.g. by means of sublicensing) by third parties. 4.3 In conjunction with the licensing models described in Article 4.2, subs. (1) and (2), the Customer shall activate the software by means of a license key obtained from InnoWave. In case of the centrally administered, personal user license described in Article 4.2, subs. (1), the Customer shall pass a unique identifier of the user to us. In the cases described in subs. (1) and (2), the Customer shall be obligated to equip a license server with an InnoWave-supplied license checking software. 4.4 The Customer shall not be entitled to copy/reproduce, reverse engineer, translate or fragment parts of the software provided by us. 4.5 Unless otherwise agreed in writing, the Customer shall not have the right to adapt the software. 4.6 Unless agreed otherwise in writing, updates and upgrades of software shall not be considered part of the software supply. We reserve the right to make the availability of updates, upgrades, and new releases conditional upon the existence of a valid service contract. 4.7 If, within the scope of the warranty and/or software maintenance services, a new software version is provided to the Customer, such version shall be subject to the above-mentioned license conditions. Upon installation of such new version, the Customer’s rights to use previous versions shall cease. 4.8 If other programs or program parts are provided to the Customer as Add-Ons to the licensed software, InnoWave hereby grants the Customer a non-exclusive, non-transferable, time-limited right to use such Add-Ons for testing and evaluation purposes. Unless agreed otherwise in writing, the right to use such Add-Ons shall be limited to a period of 14 days from the date of installation (“Grace Mode”). The Customer shall not be entitled to use the Add-Ons for series development/production and/or provide them to third parties (including sub-licensing). Accordingly, Articles 4.4 and 4.5 shall apply. 5. Software Maintenance 5.1 The software maintenance services described in this Article are provided for the latest version of the latest program version of licensed software only. Any support services for previous program versions shall require a separate contract between the parties. 5.2 Unless otherwise agreed upon in writing, software maintenance shall comprise the following services: • delivery of generally available program updates, new program versions, which may include defect corrections, functional enhancements and/or adaptations to technical frameworks; • delivery of patches and fixes to remedy and/or bypass critical errors; • provision of information regarding error restriction, error correction and/or error environment; • technical assistance for straightforward recurring issues related to installation and use and/or defects via telephone or e-mail during InnoWave’ regular business hours (Monday to Friday, except public holidays). 5.3 Software maintenance does not include support for: • the integration of the software and any influences such integration may have on third-party products, • the design and development of applications, using the software, • the Customer’s use of the software in an environment other than the agreed/specified environment, • problems and errors caused by products which have not been delivered by InnoWave. 5.4 The acquisition of software maintenance does not result in any commitment by InnoWave regarding availability and/or fail-safe stability of a system. 5.5 Software maintenance will only be provided in favor of the Customer. The Customer may not transfer software maintenance to third parties, in particular to end users which are not employees of the Customer. 5.6 Unless otherwise agreed upon, software maintenance will be provided for a period of one (1) year as of the delivery/provision of the software and after that yearly renewed. 5.7 InnoWave shall be entitled to charge a resumption fee, if software maintenance is resumed after (a) the software has initially been licensed without software maintenance or (b) the Customer has terminated or not prolonged software maintenance. The resumption fee shall be equal to the total amount of software maintenance fees that would have been incurred during the maintenance-free time, unless otherwise agreed in writing.