General Terms and Conditions TimberTec GmbH

1.1 Subject matter of the contract

We grant the customer the permanent, non-exclusive right to use the software programs specified in the offer and the order in accordance with the terms and conditions. The customer is entitled to use the program on the central processing unit to be designated by him. If the central processing unit is replaced or if there are other operational reasons on the part of the customer, the customer shall be entitled to use the software on another system. In addition, the customer shall have the option of parallel multiple use upon payment of additional license fees. The customer may not temporarily or permanently transfer the software program to third parties or grant sublicenses.

1.2 Contractual penalty

In the event of a breach by the customer of the restriction on use set out in Section 1.1 (2) above, of the prohibition of transfer or sublicensing pursuant to Section 1.1 (3) or of our copyright, we shall be entitled to demand a contractual penalty in the amount of the purchase price. Furthermore, we are entitled to assert further statutory claims for damages.

1.3 Warranty

We hereby draw the customer's attention to the fact that it is technically impossible to create software services absolutely free of errors. We therefore only guarantee the technical usability of the program supplied by us for the specified program purpose. In particular, no guarantee is given that the delivered standard software corresponds to the operational characteristics of the customer, unless expressly agreed otherwise. No warranty is given for the computing times of individual program sequences. We undertake to eliminate a localizable and reproducible program error within a reasonable period of time in our company (as far as possible) free of charge for the customer.

The customer is obliged to notify us immediately in writing of any defects in the program. If the customer fails to do so, the service shall also be deemed approved with regard to the defect.

In the event of unauthorized interventions in the software by the customer or third parties, any further warranty shall lapse. We are not obliged to supply manuals when transferring license rights to individually created software or software modified for the customer. If the rectification of defects fails twice, the customer shall be entitled to return the program against payment of the price paid for it (conversion) or to reduce this price by agreement.

If there is no program error, we will charge the customer for our expenses in accordance with our current price list.

The customer can only assert further claims in the event of intent or gross negligence, as well as if we have violated essential contractual obligations.

Liability is limited in clause 1.4, sentences 4 and 5.

1.4 Liability

Claims for damages arising from impossibility, delay, positive breach of contract, culpa in contrahendo and tort are excluded unless we have acted with gross negligence or breached a material contractual obligation.

We shall only be liable for gross negligence on the part of non-executive employees and for slight negligence on the part of executive employees and legal representatives if they breach a material contractual obligation. The burden of proof for the facts justifying the exclusion of liability lies with us.

Insofar as we are liable for gross negligence on the part of non-executive employees and for slight negligence on the part of executive employees and legal representatives, our liability shall be limited to foreseeable damage typical of the contract. The claim for compensation for pure financial losses such as loss of production, reduction in production or loss of profit is further limited by the general principles of good faith, for example in cases of disproportionality between the amount of the delivery price and the amount of damage. Extended liability in accordance with § 287 BGB is excluded.

We shall not be liable in the event of data loss by the customer. The customer undertakes to make a data backup regularly, at least every two days.

When conducting training courses, we are fully liable for damages caused by intentional or grossly negligent breaches of contract by ourselves, a legal representative or a vicarious agent. In the event of breaches of contract caused by simple negligence, we shall only be liable if it is a material obligation for the performance of the contract. In this case, liability for damages that are atypical for the contract or hardly foreseeable is excluded. The claim for compensation for purely financial losses is also limited by the general principles of good faith, for example in cases of disproportionality between the price of the services provided and the amount of damage.

The buyer must immediately make complaints in writing about material defects, incorrect deliveries, quantity deviations and the absence of warranted characteristics. He is obliged to check the delivery immediately upon arrival for incorrect delivery, quantity deviations and obvious defects. The warranty period is 2 months from delivery. No liability is accepted for direct or indirect damage. For goods or parts of goods purchased from third parties, our liability is limited to the assignment of the liability claims to which we are entitled against the upstream supplier. In addition, the warranty is excluded if the buyer makes or has made unauthorized changes to the delivery item or handles or uses it improperly.

We are obliged to repair or replace the goods if the defect has been established at the time of the transfer of risk.

Within the scope of the warranty, we are initially obliged to rectify the defect or, at our discretion, to deliver a replacement. After setting a reasonable grace period, the buyer may initially only claim a reduction in price. If no agreement is reached on the extent of the reduction within a reasonable period, the purchaser may declare rescission. Further claims are - as far as permissible - excluded. Any liability for damages resulting from advice given before or after conclusion of the contract or due to incorrect instructions for use is excluded, as is any liability for damages resulting from the breach of other contractual secondary obligations.

All delivery agreements must be made in writing. Delivery periods shall commence on the date of our order confirmation. All delivery obligations are subject to our own timely delivery. Partial deliveries and partial services are permissible. In the case of supply contracts, each partial delivery and partial performance shall be deemed an independent performance.

Delay in delivery shall not occur in the event of force majeure or due to events that make delivery significantly more difficult or impossible for the seller. This includes operational disruptions, force majeure and strikes etc., regardless of whether these occur in the seller's own operations, those of the supplier or subcontractors. In such cases, the Buyer may not claim damages for delay or compensation for non-performance.

In the event of delays in delivery and performance for which we are not responsible, we shall be entitled to postpone the delivery or performance by the duration of the hindrance plus a period of two months or to withdraw from the contract in whole or in part due to the part not yet fulfilled.

If the delay in delivery and performance lasts longer than two months, the buyer is entitled to withdraw from the contract with regard to the part not yet fulfilled. If the delivery and performance period is extended for reasons for which we are not responsible, the buyer cannot derive any claims for damages from this. In the event of a delay in delivery for which we are responsible, merchants shall only have the right to withdraw from the contract to the exclusion of claims for damages.

In the case of service and development orders, a written deadline commitment is deemed to be a non-binding indicative date and not a binding commitment, as unforeseeable changes to deadlines may occur.

All prices are exclusive of transportation and the statutory VAT applicable on the day of delivery. For all deliveries, we expressly reserve the right to ship in advance or cash on delivery.

The prices stated in our order confirmation shall apply. Additional services that are not included in the order confirmation will be charged separately.

Our offers are subject to change and non-binding. A contract is only concluded when we confirm an order of the buyer in writing or by telex. The same applies to additions, amendments or subsidiary agreements. We reserve the right to confirm the conclusion of a contract by means of an invoice.

Offsetting with counterclaims or the assertion of rights of retention shall only be permitted if the claims of the customer are undisputed or have been legally established.

Partial deliveries or partial services may be invoiced separately.

Payment shall not be deemed to have been made until the amount due has been credited to our bank account. If the buyer does not meet his payment obligation, suspends his payments or a bank does not honor a check, we are entitled to immediately withdraw from the delivery contract without special prior notice. If we continue to adhere to the contract, we are entitled to demand advance payment, a bank guarantee or security.

We shall be entitled to exclude the customer in default from further deliveries, even if corresponding delivery contracts have been concluded. From the time of default, we shall be entitled to charge interest at the rate charged by commercial banks for open overdraft facilities.

We reserve title to the delivered goods and services until full payment of all claims arising or still arising from the business relationship with the purchaser, irrespective of their nature and legal basis. In the case of current accounts, the reserved title shall be deemed to be security for the balance claim. In the event of default of payment - in particular after dishonouring of cheques - we shall be entitled, after assertion of the retention of title, to take possession of the goods subject to retention of title by entering the business premises by authorized representatives who must identify themselves accordingly, without the existence of corresponding court titles or authorizations. The buyer shall bear the full costs of removal.

If a check is dishonored, the buyer undertakes, at our request, to return the remaining amount of the goods received to us at his own expense and risk.

If we take back or seize the goods subject to retention of title, this shall not constitute a withdrawal from the contract, unless the Instalment Purchase Act applies.

All risks shall pass to the buyer as soon as the goods have been handed over to the person carrying out the transportation or have left the warehouse of TimberTec GmbH for the purpose of shipment. In the case of shipments to us, the sender shall bear all risks, in particular the transportation risk up to the arrival of the goods at TimberTec GmbH as well as the entire transportation costs.

The place of performance for all obligations arising from the contractual relationship is Eutin. The place of jurisdiction for all disputes arising from the contractual relationship shall be Eutin if the customer is a merchant, a legal entity under public law or a special fund under public law. However, we are free to appeal to the court responsible for the customer's registered office. German law shall apply exclusively. The application of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 is excluded.

Should a provision of the contract or the GTCs be or become invalid, or should the contract be incomplete, this shall not affect the remaining content of the contract. The invalid provision shall be replaced by a provision that comes as close as possible to the economic intent and purpose of the invalid provision in a legally effective manner. The same applies to any loopholes in the contract.