General Terms and Conditions of Purchase

of the Company

RUETZ SYSTEM SOLUTIONS GmbH

Oskar-Schlemmer-Strasse 13
80807 Munich
(hereinafter referred to as the client)

Valid as of 23.03.2007

I. Validity/Proposals

1. The General Terms and Conditions of Purchase apply to all orders and processing of orders including future orders between the client and the contractor and to the processing of such orders. Conditions proposed by the contractor shall only be regarded as binding if and to the extent that the client has approved them in writing for the respective contract.
2. If additional or special agreements that are inconsistent with the General Terms and Conditions have been made for a particular order, the General Terms and Conditions shall be regarded as subordinated and complementary.
3. The preparation of proposals is free of charge and without obligation for the client.
4. The services of the contractor are subject to the laws on contracts for work and services.

II. Prices

Agreed prices shall include free delivery with all freight and packing charges or additional costs covered to a delivery location cited by the client. If delivery is not covered by the supplier, the client shall bear the lowest possible freight charges only, unless a particular form of delivery has been requested by the client.

III. Payments and Accounting

1. All invoices shall be paid within 60 days. This payment period begins upon receipt of the invoice, but not before the delivery of the merchandise or, in case of services, not before written acceptance of services rendered and not before documentation or other materials have been turned over to the client according to the contract, if such documentation and materials are part of the scope of services.
2. Advance payments or instalments are possible.
3. Payments are made by bank transfer. A payment shall be considered to be on time if the transaction has been ordered at the bank on the day of the due date. On payment of the invoice amount, all services of the contractor are covered.
4. The payment of the invoice by the client does not constitute any acknowledgement of the correctness of the accounts or the acceptability of the services invoiced.

IV. Delivery deadlines

Agreed delivery dates and deadlines are binding. If the delivery is delayed or likely to be delayed, the client must be notified immediately in writing, stating the reasons for the delay.
If the delivery date cannot be met due to fault of the contractor and no delivery has been made after a grace period, the client reserves the right to withdraw from the contract and to either contract a third party and claim compensation or to claim compensation instead of the services.

V. Reservation of ownership

The ownership of the purchased goods passes to the client on payment of the goods and, accordingly, the so-called current account reservation or the extended reservation of ownership shall not apply. In the case of advance payments or instalments pursuant to section III. 2., ownership shall pass corresponding to the share in the overall price of the purchased goods covered by the payment made.

VI. Delivery

1. In case of prepaid and free delivery, the contractor is liable for risks of conveyance to the delivery location.
2. Partial delivery requires the approval of the client.
3. Excess delivery or short delivery are only allowed to the customary extent.
4. The contractor shall observe the substance prohibitions subject to § 5 ElektroG [German law governing electrical installations].

VII. Change of Orders

If delays in the contracted work during the duration of the order are caused by the client or if the client orders additional services from the contractor, these changes of order must be agreed on in writing before they have an effect on costs. All other changes require the written consent of the client.
After the approval, these changes shall be incorporated as an addition to the existing proposal or current order.
The contractor must keep the client informed about all developments that affect the project, especially regarding changes in the circumstances of the project (e. g. component shortages, problems with delivery, quality standards etc.).
Changes of the schedule must be disclosed in writing within three business days after being recognized. The notification must include a description of the effect on the project

VIII. Termination of Projects

If a customer of the client terminates a project prematurely, the client reserves the right to also withdraw from this contract ahead of schedule. A cancellation will then follow within a period of at least five days. In this case all materials and production statuses that have been ordered, delivered or processed until the moment of the client's cancellation, shall be assume by the client. The client will accept verifiable costs that have incurred before the cancellation and will pass them on to the customer. All costs shall be kept as low as possible.
The client reserves the right to withdraw from a contract, if the delivery schedule or quality of components provided by the contractor do not correspond to the agreements or are not up to standard, and if within five business days after the second notice of the shortcomings no improvements have been made and no obvious or verifiable action has been initiated. In such a case all materials and production statuses that have been ordered, delivered or processed until the moment of cancellation, shall be taken over by the client.

IX. Warranty

1. The contractor warrants the client that his products and services are up to the state of the art of technology and are provided with all due technical expertise and commercial care.
The contractor guarantees that the services correspond to the contractually agreed or assured quality and standards as well as safety, labour protection, accident prevention and other regulations, and do not have any faults that would have any significant impact on the value of the goods or their suitability for the usual or contractually agreed purpose and that they are free from rights of third parties.
2. Upon delivery the client shall examine the products for quality and completeness to a reasonable and technically feasible extent. A period of 14 days as of delivery shall apply for notice of obvious defects or the obvious absence of assured product properties. In case of a third party transaction, a period of 14 days upon delivery to the client's buyer shall apply.
3. Notice of non-obvious defects or non-obvious absence of assured product properties shall be accepted within a period of 14 days upon discovery of the defect by the client or the client's buyer.
4. In case of a defective product the client shall be entitled to improvements. If the contractor fails to make satisfactory improvements or replacement deliveries within an adequate period of grace following the request, the client reserves the right to withdraw from the contract or to reduce the agreed price. Furthermore, the client reserves the right to remedy defects or to have a third party remedy these defects or to purchase replacements at the contractor's expense.
5. Further claims for damages and losses according to applicable law remain unaffected.
6. The contractor guarantees the quality of all delivered products for two years. The same applies to subsequent deliveries under the contractor's warranty. The warranty period begins upon acceptance of the completed works by the client or the end customer.
7. On account of performance the contractor hereby transfers to the client any claims that he might have against his suppliers regarding defective products or products that do not have the warrantied properties. The contractor shall hand over to the client all documentation required for making such claims.
8. Regardless of legal grounds, the supplier hereby indemnifies the client from all claims that third parties might have against the client based on defect of quality, defect of title or other defects of a product delivered by the contractor. The contractor shall reimburse the client for all costs resulting from legal proceedings against the client based on such claims.

X. Tools, Models, Charts and Other Documentation

1. Tools, models, charts and other documentation provided by the client or prepared for the client shall be used exclusively for the processing of the client's orders. They must not be disclosed to third parties without the client's prior consent. All tools, models, charts and other documentation shall be properly stored until further notice, but for no longer than two years after their last usage, and shall then be turned over to the client.
2. The preparation and processing of such tools, models, charts and other documentation that the contractor prepares by the client's order, take place on behalf of the client as manufacturer with the result that the client acquires ownership of these.
3. Product or services made especially for the client may not be displayed without the prior written consent of the client.

XI. Rights

Insofar as the contractor develops any concepts, texts, graphics, models files or inventions within the framework of the order, ownership of these shall pass to the client. The client hereby accepts this transfer.

XII. Confidentiality

The contractor shall be obliged to secrecy regarding information or software that is brought to his knowledge or made accessible to him by the client in connection with proposals or orders, including computer programs , drawings, databases etc. Such information shall not be disclosed to third parties and may only be used for the purpose subject to the contract.
The contractor shall only disclose such data and information to its employees and only to the extent necessary for processing of the order. Such employees shall also be subject to the same confidentiality obligation.

XIII. Place of Fulfilment, Place of Jurisdiction and Applicable Law

1. Place of delivery shall be the premises of the client unless agreed otherwise.
2. Place of jurisdiction is Munich, Germany. In addition to these Terms and Conditions the laws of the Federal Republic of Germany apply to all contractual and business relationships between the contractor and the client.

 

General Terms and Conditions of Sale

of the Company

RUETZ SYSTEM SOLUTIONS GmbH

Oskar-Schlemmer-Strasse 13
80807 Munich

Valid as of 23.03.2007

I. Standard Conditions

1. The following terms and conditions of sale and delivery shall apply to all deliveries and other services.
2. Differing conditions proposed by the buyer, that have not been explicitly approved of by the seller, shall not be binding, even if the seller does not explicitly object to them.

II. Contractual Offers, Scope of Goods and Services and Formation of Contract

1. Contractual offers made by the seller are subject to confirmation.
2. Only the written confirmation of order from the seller shall be definitive regarding the stipulated nature and extent of goods and services. Alterations of or additions to the contract require the written form.
3. The seller reserves the right to make alterations regarding construction, material, specifications or models even after dispatching a confirmation of order, provided that these alterations do not conflict with the confirmation of order or the seller's specifications.
4. Partial deliveries shall be acceptable.
5. Documentation such as images, drawings and measurements, that form the basis of the proposal or confirmation of order, shall be regarded as approximate only, unless they are explicitly described as authentic.

III. Prices and Conditions of Payment

1. Prices are quoted as net only and are due with the obligatory sales tax. All prices are ex factory and do not include packing or other costs of shipping and transport unless otherwise stated.
2. If more than four month elapse between formation of contract and delivery, and the delay is not caused by the seller, the seller is entitled to adequately raise the price in consideration of material, labour and other costs.
3. If the seller allows for change requests from the buyer, any additional costs resulting from such changes shall be billed to the buyer.
4. Purchase prices are due for payment within 14 days after the date shown on the invoice. If the buyer fails to observe this term, interest is charged on the sum owed amounting to 8 % above the currently effective base interest rate. This does not affect the seller's right to additional claims.
5. Payments are generally credited against the oldest invoice due.

IV. Set-Off and Withholding

Set-off and withholding of payments are excluded, unless the set-off claim is indisputable or has been legally established.

V. Terms of Delivery

1. Statements regarding the date for delivery are made according to the seller's best judgement. The delivery date may be postponed accordingly, if the buyer fails to cooperate as required or agreed, or if the buyer delays cooperation. The same applies to labour disputes, especially strikes or lockouts, as well as other unforeseeable events that are beyond the seller's control, e. g. delivery delays caused by the seller's suppliers, disruptions of operations and transport, shortages of materials or energy etc.
2. In such cases the seller is entitled to withdraw partially or entirely from the contract or to postpone delivery without any compensation claims against the seller arising from this.
3. If the delivery delay is due to fault of the seller, he shall be entitled to an adequate period of grace.
4. Change requests for ordered goods from the side of the buyer also result in an adequate postponement of the delivery date.

VI. Transfer of Perils

The regulations of INCOTERMS: EXW apply for delivery and transfer of perils.

VII. Retention of Title

1. The seller retains the title of any goods delivered by the seller until all amounts due from the buyer in respect of such goods are paid in full. Retention of title applies until all claims, also future and conditional claims arising from the business relationship between buyer and seller, have been settled.
2. The seller is not entitled to a transfer by way of security or to pledging of goods. However, the seller is entitled to a conditional sale of the goods in a regulated course of business, with the exception of the software that is part of the goods. See § 8 for details. Hereby the buyer already assigns all resulting claims against his business partners to the seller.
3. If the goods are altered or processed by the buyer, the seller retains title of the entire new item. The buyer acquires partial ownership based on the relation between the value of the buyer's product and the value of the product delivered by the seller.
4. If the value of all of the seller's securities effectively exceeds the existing claims by more than 10 %, the seller shall release certain securities of his choice upon request of the buyer.
5. The seller is entitled to assert his rights resulting from retention of title without withdrawing from the contract.

VIII. Scope of Granting of Rights

The buyer obtains the non -transferable, common right to use the software for an unlimited period of time. The buyer shall not transfer the conferred program and related documentation to third parties. Furthermore, the buyer shall ensure that no unauthorized persons gain access to the software. The program may not be altered and may only be copied for the purpose of data backup. Processing, decompiling and disassembling the software is not permitted.

IX. Warranty and Liability

1. In order to obtain the right to warranty claims, the buyer shall inspect the goods upon delivery and immediately notify the seller of any apparent defects. §§ 377, 378 et sqq. HGB apply.
2. In case of defects the seller shall be entitled, at his option, to either supplementary performance or replacement delivery. If the supplementary performance or replacement delivery have failed, the buyer is entitled, at his option, to either request a payment reduction or the cancellation of the contract.
3. Further claims of the buyer shall be excluded, especially claims for loss or damages that exceed damages directly affecting the delivered goods. This does not apply in case of intent, gross negligence or violation of basic contractual obligations by the seller.
4. The period of limitations for warranty claims is one year as well as to deliveries as to other services.
5. For products that are essentially manufactured by third parties, the warranty of the seller is limited to the assignment of warranty claims to which the seller is entitled against the supplier of the third party products, unless a settlement can not be achieved through the assignment of warranty claims.

X. Final Clauses

1. Comprehension and interpretation of the General Terms and Conditions of Sale as well as conclusion and interpretation of legal transactions with the buyer shall be governed exclusively by the laws of the Federal Republic of Germany. The agreements of the U.N. Convention on the International Sale of Goods (CISG) do not apply.
2. If software is the object of delivery, §§ 69a through g UrhG apply.
3. Old appliances will not be taken back by the seller, but must be disposed of by the purchaser in accordance with the legal stipulations.
4. Should any provision or element of this contract be or become ineffective, then the validity of the remainder of the contract shall remain unaffected. In place of the ineffective provision, a legal settlement shall be made which best reflects the original intention of both parties, under the condition that such a settlement does not result in an essential modification of the contract contents. The same shall apply if questions arise that are not explicitly regulated.
5. The place of fulfilment for all obligations that arise directly or indirectly from this contractual relationship, including payment obligations, shall be the domicile of the seller.
6. The place of jurisdiction shall be the domicile of the seller. German law is the applicable law.

 

General Terms and Conditions for MOST Compliance Tests

of the Company

RUETZ SYSTEM SOLUTIONS GmbH

Oskar-Schlemmer-Strasse 13
80807 Munich

Valid as of 01.08.2007

I. Preamble
These general terms and conditions govern the services provided by RUETZ SYSTEM SOLUTIONS (RS) for the MOST specification of control devices.
These services are provided in accordance with the guidelines established by the MOST Cooperation and known to the customer (MOST Compliance Requirements).
As a supplement to these, the following applies:

II. Order

The contract between RS and the customer becomes effective with the written order confirmation by RS.
The details of the services to be provided by RS are contained either in the aforementioned order confirmation or in a separate agreement.

III. Duration

On conclusion of the contract and the receipt of the device to be tested by RS, RS shall immediately initiate the procedures necessary for the respective test series.
Any information given by RS regarding the time required for the order is merely a non-binding estimate. If more time is required, this shall not serve as a basis for any claims for compensation against RS.

IV. Test result

RS carries out the test on the basis of the specifications defined by the MOST Cooperation. (MOST Compliance Requirements)
A positive test result does not constitute proof that the device is free of faults but merely that the required specifications have been fulfilled.
The test result shall not form the basis for any liability on the part of RS (MOST Compliance Requirements).
In the case of a negative test result for the customer, any data subsequently acquired by different means by the customer will not change the result.
In this case, the customer is free to correct the functions of his device and to apply for a new test under the same conditions.
In such cases RS shall not, under any circumstances, be liable for any consequential damages incurred by the customer from contractual obligations to third parties.

V. Cooperation of the customer

The customer is responsible for the provision, correctness and completeness of all information, work documents and tools which RS requires to carry out its services.
The customer is liable for the legality of the use of the device handed over and of any materials.
After conclusion of the test, the customer will immediately take back his device insofar as RS does not assert its rights arising from Section VI.

VI. Remuneration

The remuneration for the services provided by RS is agreed in the order. It may be a fixed price or determined on the basis of the time take for the services.
The invoice shall be sent on conclusion of the services. The claim becomes effective on receipt of the invoice and payment shall be paid within 30 days without deductions.
RS is entitled to refuse to release the tested device and to delay sending the documents to the MOST Cooperation until the invoice is paid in full.

VII. Confidentiality

Any information made known to the other party within the framework of the contract as well as any knowledge of a technical, commercial or organisational nature shall be treated with confidentiality. This obligation shall continue to apply even after termination of the contract.

VIII. Data Protection

RS will store, process or evaluate information obtained from the customer in combination with the business relation pursuant to the provisions of the Federal Data Protection Act.
The e-mail address of the customer will only be used for requests or information letters concerning the given order. Communication exceeding this context will only be sent by e-mail upon the customer’s request.
RS is not liable if unauthorized third parties obtain knowledge of the content of the e-mail despite correct transmission.

IX. Miscellaneous

Any guarantee claims arising from the contract shall be subject to statutory limitation after one year.
Alterations and amendments to these conditions shall be made in writing only and must be expressly marked as such.
German law is the applicable law.
Place of fulfilment and place of jurisdiction is Munich.

 

General Terms and Conditions for Trainings

conducted by

RUETZ SYSTEM SOLUTIONS GmbH

Oskar-Schlemmer-Strasse 13
80807 Munich

Valid as of 23.03.2007

I. Scope

The following terms and conditions apply to the participation in events and courses of instruction that are offered by RUETZ SYSTEM SOLUTIONS GmbH (referred to in the following as "RUETZ"). The legal regulations of Germany apply for all circumstances that are not covered by these terms and conditions.

II. Registration

Registration is required in writing by mail, fax or e-mail to the following address:

RUETZ SYSTEM SOLUTIONS GmbH
Oskar-Schlemmer-Strasse 13
80807 Munich
Germany
Fax: +49 89 20 00 413 99
E-mail: sales@ruetz-system-solutions.com

After receiving a registration, RUETZ will immediately provide the participant with a confirmation and an invoice. Furthermore, any registration shall be viewed as accepted if RUETZ does not reject it within 14 days upon receipt.

III. Payment

The invoice amount does not include VAT and does not cover any costs for room and board.
The invoice amount is due in full and no later than 14 days before the start of the training.
If no payment has been made within the period described above, RUETZ reserves the right to reject a participant.
In case of a short-term registration (less than 14 days before the training), the invoice amount is due on the day of the training.

IV. Cancellation

Cancellations require the written form. Notification over the telephone shall not constitute cancellation.
Cancellations will be accepted no later than six workdays prior to the beginning of the training.
In such a case RUETZ reserves the right to charge a cancellation fee of 20% of the invoice amount plus the mandatory sales tax.
The cancellation fee will be deducted from the invoice amount before refunding.
In case of late cancellation or no-show, RUETZ will charge the full invoice amount.
No cancellation penalty will be charged if the participant cannot attend but finds a replacement. RUETZ will then invoice the replacement instead of the original participant and will issue a confirmation for the replacement.
Participants who cannot attend are also entitled to a one-time change of their registration to a later training date.

V. Modifications

RUETZ reserves the right to cancel a training in case of an insufficient number of participants or for other serious reasons. RUETZ will then immediately notify the participants and refund payments.
In case of an excessive number of enrollments RUETZ will process incoming registrations on a first-come, firstserved basis. Participants who must be rejected will be notified immediately.
RUETZ also reserves the right to postpone a training. In this case the participants have the right to revoke their registration. No claims beyond this shall be entertained, especially for reimbursement of travel and accommodation costs.

VI. Materials

RUETZ will provide materials for the training programs. These are protected by copyright and must not be copied, disclosed to third parties or electronically processed.
Upon completion of the training, RUETZ will provide all participants with a certificate.

VII. Liability

RUETZ will not be liable for the commercial value of the training contents.
Claims for damage or loss against RUETZ are excluded irrespective of legal grounds, unless they are stipulated by law. Furthermore, claims for damage or loss are limited to the invoice amount.

VIII. Personal Information and Privacy

All participants must provide RUETZ with a correct and complete address for registration.
Participant must agree to having their personal information processed as far as the purpose of the training or event requires it.

IX. Miscellaneous

If any court of competent jurisdiction finds any provision of these terms to be void or unenforceable for any reason then such provision shall be ineffective to the extent of the court's finding without affecting the validity and enforceability of any remaining provisions.
Our choice of place of performance and court of jurisdiction is Munich.
German law is the applicable law