General terms of business

I. Validity
All of our deliveries and services are subject to these terms of sales and delivery. Arrangements differing from these terms, especially differing terms of business of the customer are subject to written confirmation by FARONETICS. By accepting shipment or part shipment our general terms of business come into effect. Changes and/or additions as well as other arrangements are subject to written confirmation by FARONETICS. These terms are then valid for all further business. Should our terms be subject to change, changed terms will come into effect on the date of publication.

II Contract
1. Our offers are subject to confirmation and are not binding, intermediate sales reserved. Orders and agreements are subject to written confirmation by FARONETICS. Delivery and invoicing are to be regarded as written confirmation. The written confirmation is to be regarded as commercial letter of consent.
2. Statements, illustrations, drawings and descriptions as well as data about size, weight, capacity and consumption regarding usability of new-technology devices stated in brochures or the like and/or given in an offer can only be approximate if not specifically stated as reliable. Characteristics of sales-object are subject to written confirmation by FARONETICS. Reasonable deviations regarding description of our offer and especially changes and/or improvements serving technical progress are regarded as approved of and are not subject to fulfilment of contract. This especially applies in the case of changes and improvements serving technical progress.

III Software
1. Delivery of software is subject to the license or other terms given by the manufacturer of enclosed data-carrier (i.e. disc, cd, dvd). The customer particularly accepts these terms when opening sealed data carrier. If the customer is not willing to accept the manufacturers terms he is entitled to the right of withdrawal, to be taken out in writing within ten days after receipt of software.
2. The customer commits himself not to make software or parts thereof, neither the original version nor copies, accessible to a third party. Duplication of documentation and/or other printed documents given to the customer is subject to our written consent.
3. If a hiring contract is ended the customer is committed to send back the original product as well as all copies and part-copies thereof and all documentation and other printed documents given to him by FARONETICS regardless of date of and/or reason for ending that contract. Software which has been recorded onto machine-readable carriers of the customer, is to be erased immediately and completely. The customer is committed to confirm in writing that he neither holds nor has passed on copies or part-copies of the original product and that he has completely erased recorded software.
4. Additionally, customer and seller do agree upon the fact that a computer-program (software-product) is as of yet, as far as technical advancement goes, a product full of defects consigned to carry out certain tasks. Defects which do not prevent the customer to make use of the product are not regarded as damage or fault. To insure the removal of smaller defects and the actualisation of software, the manufacturer or FARONETICS offers updates which will be available free of charge or at a certain fee time after time or if required.
5. Documents, monitored dialogues as well as software print-outs are given each in the language indicated. If not stated otherwise versions are held in German and/or British/American English. We would like to point out that German and/or foreign-language versions may contain EDP-typical terms in English, i.e. DIR, COPY, … and the like.

IV. Prices
1. If not expressively stated otherwise, cost of delivery and service is subject to our price list valid on completion of contract. 2. Products delivered more than four months after completion of contract may be subject to price increase up to the price valid at the date of delivery.
3. FARONETICS may ask for a price increase if costs which have been taken as a basis for calculation increase by more than 20 per cent. If such an increase is not granted, FARONETICS may fully or in part withdraw from the contract in question. 4. Prices are ex stock Gummersbach, freight not included, plus VAT valid on completion of contract, excluding installation, schooling or additional services. 5. Price calculation and payment are made in EURO (¤). The customer carries all additional costs due to payment in foreign currency. 6. Shipment is subject to FARONETICS' free choice.
7. FARONETICS holds the right to insure shipment on account of the customer but is not committed to do so.
8. Payment is to be effected at once, net terms only. Other arrangements are subject to written confirmation by FARONETICS. 9. Cheques are accepted as balance of invoice only. All due bank expenses are charged.
10. If the customer defaults in payment, an interest rate of 3% above normal banking discount rate, minimum 9% p.a., subject to ongoing rights, will be charged 11. If there is a decline in the customers assets and doubts arise whether he is still solvent or creditworthy and/or whether he is still willing to pay, especially regarding protests of a bill or cheque, late payment, unsettled accounts regarding other shipments, FARONETICS is entitled to request advance payment or provision of security and to withhold deliveries and/or services, all other contractual rights reserved. In case of insufficient advance payment and/or provision of security FARONETICS reserves the right to cancel the contract in part or in total. FARONETICS is entitled to all due claims out of the contract in any case.
12. The customer is entitled to withhold payment only if based on the same contract. The customer is entitled to offset against counterclaims if those are subject to our written and not disputed consent or legally binding.

V. Date of delivery
1. Correct and timely self-delivery is reserved.
2. Dates and deadlines regarding delivery, obliging or not, are to be given in writing. We will try hard to match these. Delivery date is met if delivery has left our compound at that date or if the customer has been told by FARONETICS that the order is ready to be shipped.
3. If FARONETICS is not able to keep an agreed delivery period due to cases of acts of God or other circumstances not be foreseen and not caused by FARONETICS, i.e. in case of fire, water damage etc., stoppage of production due to damaged machines, strike and lock out, lack of personnel, material, energy, transportation, official intervention etc. either with FARONETICS or one of its suppliers, the delivery date is to be extended appropriately. If FARONETICS is not able to keep a thus extended delivery date, the customer is entitled to again extend this date of delivery. If FARONETICS does not keep this second extended date of delivery, the customer is entitled to withdraw from the contract. 4. If delivery cannot be fulfilled due to a.m. circumstances, FARONETICS is no longer bound to adhere to the delivery commitments.
5. In all other cases, the customer is entitled to extend a delivery date, impending rejection, if FARONETICS fails to meet the delivery deadline by more than three weeks. If FARONETICS does not keep a thus extended delivery date, the customer is entitled to withdraw from the contract.
6. If the customer suffers damage due to guiltily delayed delivery he is entitled to a compensatory payment of 0.5 % of the accounted value of the shipment/service in question per additional week, with a maximum sum of 5% of the account, excluding further rights unless in cases of intent or negligence.
7. Date of delivery is to be kept only if the customer has met all of his duties as stipulated in the contract.

VI. Setup and installation
If not stated otherwise, all setups and installations are subject to regulations as following:
The customer has to arrange in time, and pay for, the following:
1. Auxiliary personnel in sufficient numbers, i.e. skilled and unskilled workers including all tools and implements required
2. All other labours, including obtaining of required materials
3. All goods and material necessary for setup and installation as well as scaffolding, elevating tools and other special devices.
4. Operating funds and water including all necessary connections to mains, heating and general lighting.
5. Protective clothing and safety devices which are necessary on site of setup due to special circumstances which are not customary to the supplier.
6. The customer has to indicate the location of any hidden powerline, gas- and waterpipe or similar installation before setup as well as give all necessary statistical data unsolicitedly.
7. In case of a delay in setting up, installation or putting into operation, especially on site, not due to neglience by the supplier, the customer is obliged to meet the expenses, if any, within a suitable scope, for waiting times and additionally required travelling expenses of personnel.
8. The customer is obliged to hand over his written certificate of completion of setup or installment to setup or installment personnel immediately after completion.
9. The supplier is not liable for works his setup or installment personnel or other vicarious agents carry out as long as their work is not connected to delivery, setup or installment, or insofar as these works have been ordered at the instance of the customer. If the supplier takes on setup or installment by single item calculation, the following additional terms will come into effect:
1. The customer settles all rates regarding working hours and surcharge rates regarding excess hours, night hours, holiday hours and work under aggravating circumstances as well as hours for planning and supervision as agreed upon when placing the order.
The following expenses will be settled separately:
1. Travelling expenses, expenses for transportation of tools and personal luggage
2. Redemption for working hours as well as resting days and holidays

VII. Acceptance
1. Also in case of minor defects all delivered goods are to be accepted by the customer.
2. Partial shipments are allowed.
3. If the customer guiltily refuses to accept the delivery he is liable to a 5% amount of damages, charged from net order amount, payable to the supplier, additional claims expressly reserved.

VIII. Passing of risk
1. Risk is passed on to the customer as soon as shipment is handed over to the person handling the transportation or as soon as shipment has left our facilities, independent from the place of performance and of who has to pay for freight charges. If the order is ready to be shipped but shipment or acceptance is delayed due to circumstances beyond our control, risk is passed as soon as the customer is notified that the order is ready for shipment.
2. FARONETICS reserves the right to deliver partial shipments.

IX. Retention of title
1. All shipments are reserved property of FARONETICS pending complete payment of all obligations by the customer, with cheque payment only, if cheque has been cashed.
2. Previous attachement or transfer of ownership by way of security is not allowed. Resale is allowed solely within the ordinary course of business. In case of resale of reserved property, the customer automatically and in full assigns his claim for the purchase price to FARONETICS.
3. In case of overdue payment, irregular payment or doubt as to further solvency of the customer, the customer is no longer entitled to make use of the goods. In such cases FARONETICS can assert the rights out of § 455 of the German Civil Code and/or revoke the customers authority to collect consignee claims. FARONETICS is then entitled to demand information about a consignee, notify the consignee that the debt has passed over to us and then collect the account.
4. If the value of all security rights to which FARONETICS is entitled to surpasses the amount of 25 % of secured claims we will release an appropriate part of these rights.
5. As long as retention of title is effective, all our goods have to be insured against fire, water, theft and robbery by the customer. The rights out of these insurances will be assigned to FARONETICS. We will accept this assignment.

X. Warranty
1. In case of complaints about delivered items, including the missing of warranted qualities, FARONETICS is entitled to decide whether to repair the delivered item or deliver a new item. Our warranty shall apply for both a new item and a repaired item. If repairing fails to be effective or if there are complaints about the delivered new item the customer is entitled to demand either price reduction or recission of contract. Repairing is considered inadequate if tried repetitiously and thus the customer cannot be burdened with another try.
2. Guarantee claims of the customer are excluded if the customer fails to complain in writing about apparent defects within two weeks after delivery and about not apparent defects within six months after delivery. The requirement to inspect and to give notice of defect immediately on receipt of goods (§§ 377 u. 378 Commercial Code) concerning merchants/traders remains unaffected.
3. Warranty claims are granted only on the condition that defective goods can either be inspected and examined by us at the customers place of business or are sent back to FARONETICS. Title to the replaced parts passes over to FARONETICS.
4. Above mentioned terms apply accordingly to such claims of the customer for improvement, replacement or compensation resulting from suggestion or advice within the limits of the contract or from violating ancillary obligations.
5. No liability is accepted for detrimental consequences resulting from modifications and repair performed by the customer or a third party. Simultaneously any warranty claim is extinct.
6. No transfer of warranty claim to third parties is allowed.
7. If the customer sells goods delivered by FARONETICS to a third party he must not transfer cases of warranty claims (legal and/or contractual) to FARONETICS.
8. In case the customer is a merchant, customers complaints do not affect the due date of claim for the purchase price unless customers complaints have been accepted by FARONETICS or are unappealable.

XI. Damages
1. Claims for damages, regardless of legal cause, especially unfilled expectations, positive violation of the contract, violation of ancillary agreements, negligence while negotiating the contract, as well as tort, are excluded. This is not valid if goods are missing promised qualities, in case of intent, negligence and violation of essential obligations under the contract, delay in performance and in case of being responsible for the impossibility of performance.
2. Excluded are claims for lost profit, failed savings as well as indirect and or consequential damages. This does not apply in case of missing promised qualities, intent and gross negligence.
3. FARONETICS is not liable for data recovery unless loss of data has been caused, guiltily or by negligence, by FARONETICS and the customer did assure that lost data can be recovered within a reasonable amount of time out of data existing in machine-readable form, given to us by the customer.

XII. Right of Return
1. If agreed upon a right of return, the customer is liable to handle the goods with utmost care and to return them timely, complete and in perfect condition, packed in original packing and free of charge to keep this right.
2. If goods are transported, the customer guarantees that all obligatory safety requirements regarding transportation are met and goods are being insured at his expense. 3. The customer bears the expenses for transport to our place and back.
4. Item III applies accordingly for software.

XIII. Place of performance, jurisdiction and legal system
1. Place of jurisdiction for all litigation or lawsuits arising from this contractual relationship is Gummersbach.
2. For contracts with merchants registered in the commercial register, Gummersbach as place of jurisdiction concerning delivery and payment is considered as agreed upon, reserving the right for FARONETICS to take legal action at the customers place of business or branch.
3. Only the law of the Federal Republic of Germany applies. The terms of the General Convention of contracts, of the Uncitral convention of contracts as well as the UN Convention of contracts for the International Sale of Goods do not apply.

XIV. Other agreements
1. Should any of the a.m. terms be or going to be void, validity of remaining terms remains unaffected.
2. Deviations from these terms are subject to written consent.
3. The customer permits FARONETICS to make appropriate use of data concerning the customer which have been obtained during the business relation solely for our own (including group and/or subsidiary companies) business purposes.