GENERAL TERMS AND CONDITIONS

Scope of application
All deliveries and services of s.h.a. Meß- & Datentechnik GmbH (hereinafter referred to as s.h.a.) for the development and creation of test software and hardware, for the testing and refinement of components and assemblies as well as consultations and analyses are subject exclusively to these General Terms and Conditions (hereinafter referred to as GTC). By placing an order with s.h.a., the GTC shall be deemed to have been recognised if the customer does not expressly object to their validity when placing the order. Amendments to the GTC shall also become an integral part of current contracts from the time of their validity if the customer does not object within a period of one month after notification of the amendment despite being specifically informed of his right to object. Customers' GTC shall have no legal effect.

Scope and execution
The services to be provided by s.h.a. are set out in the offer, modified if necessary by the order confirmation. s.h.a. may specify minimum order values that exclusively cover essential contractual services. All agreements, including supplements, amendments and ancillary agreements, must be made in writing. If the order placement deviates from the underlying offer, the deviations shall only be deemed to have been agreed upon upon express written confirmation by s.h.a.. The offer and all documents submitted by s.h.a. in this context may not be reproduced or made accessible to third parties and shall remain the property of s.h.a.. They may only be used within the scope of the contract and must be returned on request if the quotation does not result in an order being placed. Dates and deadlines for deliveries and services are only binding if confirmed in writing by s.h.a.. Transfers of rights and obligations of the customer arising from the contract require the consent of s.h.a.. Agreements on dates and deadlines are subject to the proviso that the suppliers, subcontractors or cooperation partners of s.h.a. fulfil the obligations incumbent upon them. Events of force majeure, general supply difficulties, obstructions to the general movement of goods, unforeseeable labour shortages, strikes, official decrees or other operational and other disruptions at s.h.a. or its suppliers, subcontractors or cooperation partners for which s.h.a. is not responsible, as well as their consequences, shall release s.h.a. from its obligation to perform for the duration of the disruption and to the extent of its effects. Such events give s.h.a. the right not to provide contractual services, to the exclusion of any obligation to pay compensation. In such cases, s.h.a. shall inform the customer immediately of the failure to perform and refund any consideration already provided. s.h.a. shall also have the right to provide partial services to a reasonable extent.

Customer provisions and rights
The customer is obliged to provide s.h.a. in good time with all documents and information, components, materials and equipment required to fulfil the order.  Customer supplies may be treated as correct and complete unless their verification is part of the order. If the customer or third parties engaged by the customer provide assistance in realising the order, the relevant laws, ordinances, accident prevention regulations, VDE regulations, DIN standards and similar regulations must be observed. The customer assures that the delivery and use of the customer's supplies does not infringe the industrial property rights of third parties and indemnifies s.h.a. against all claims. Licence fees, compensation or costs incurred to avoid infringements of property rights shall be borne by the customer. The customer shall bear the costs and risk of delivery of the customer supplies to be delivered by him, unless collection by s.h.a. has been agreed. In the event of despatch by the customer, the customer's supplies must be properly packed in accordance with any instructions given by s.h.a.. The customer shall be responsible for transport insurance. The customer shall be liable for all damage resulting from the nature of the customer's supplies and must notify s.h.a. in writing of all hazard and handling instructions known to him.

Execution
s.h.a. shall carry out accepted orders in accordance with the recognised rules of technology and the statutory and official regulations in force at the time of execution. s.h.a. has the right to have its services carried out by subcontractors carefully selected and certified by it. Notwithstanding any agreements to the contrary, s.h.a. shall have the copyright to any expert reports and test results of any kind prepared by them. Should it become apparent during the processing of the order that the technical or personnel requirements for the fulfilment of the contractual service need to be extended or changed, s.h.a. shall inform the client immediately. The parties shall then decide by mutual agreement whether, to what extent and at what cost the order is to be executed. If no agreement is reached, both parties shall be entitled to terminate the contract by written declaration. In this case, s.h.a. shall be entitled to reimbursement of all expenses incurred up to that point and payment of remuneration corresponding to the actual cost of services.

Work result, acceptance, partial performance, obligation to inspect, delivery
In the case of development work, consultations, analyses or tests, s.h.a. shall hand over to the customer the findings obtained during the execution of the order by submitting a final report in written or electronic form, unless otherwise agreed. In the case of the construction and finishing of components and assemblies or the manufacture of test hardware, s.h.a. shall hand over the work result in physical form together with a final report for acceptance. An acceptance report to be signed by both contractual partners shall be drawn up upon acceptance of the work result. Upon acceptance, the risk shall be transferred to the customer, even if the work result remains with s.h.a. for further use. If test software is manufactured for installation at the customer's premises, only the compiled version of the test programms shall be handed over as the work result. Only s.h.a. shall make changes to the test programm. The source code can be viewed for the purpose of error correction. The source code shall only be released on the basis of a separate agreement. Self-contained partial services of s.h.a. that can be used by the customer shall be accepted at the request of s.h.a.; the limitation period shall then begin with the delivery of the respective partial service or the partial acceptance. If the work result is dispatched, the customer must inspect the delivered research and development result immediately. Defects, short deliveries or incorrect deliveries must be reported immediately.

Warranty and guarantee
Warranty claims by the customer shall be limited to a claim for rectification or replacement delivery, unless they are based on intent or gross negligence on the part of s.h.a., its legal representatives, employees or vicarious agents. The right to choose is incumbent on s.h.a. The latter may make a reasonable number of attempts at rectification or replacement deliveries, but at least two. If these rectifications or replacement deliveries also fail or do not lead to success within a reasonable time, the customer may choose between cancellation of the contract or reduction of the remuneration. Warranty claims shall expire one year after delivery or acceptance, including for test software. The right to have the defect rectified with reimbursement of costs is excluded. If a material defect is due to the customer or a third party modifying, improperly using or repairing work results without the consent of s.h.a. or not installing, operating or maintaining products in accordance with the instructions for use, all warranty claims shall lapse. A guarantee declaration by s.h.a. shall only exist if the content of the guarantee and the duration and geographical scope of the guarantee cover have been sufficiently defined in writing. Further claims, in particular claims for damages, are limited in accordance with the following provisions.

Liability, product liability
The liability of s.h.a., its legal representatives, executives and vicarious agents as well as the liability of s.h.a. for these persons for damages is excluded, unless intentional or grossly negligent acts are present. s.h.a. shall be liable for simple negligence in the event of a breach of essential contractual obligations or in the event of default, but limited to the foreseeable direct damage typical for the contract, excluding loss of profit and consequential or recourse damages. Liability is generally limited to 5 % of the order amount, with a maximum liability limit of EUR 500,000.00 per claim.
However, higher liability can be agreed at the customer's request and expense, provided that s.h.a. is able to obtain appropriate reinsurance cover from its liability insurer.
Liability under the Product Liability Act remains unaffected. However, in relation to third parties, in particular the end consumer, only the customer is the manufacturer within the meaning of statutory product liability. Insofar as liability on the part of s.h.a. for the work result may be possible under statutory regulations, the customer shall indemnify s.h.a. in full against all corresponding obligations.

Terms of payment

Partial payments for partial acceptance, minimum order value lump sum
s.h.a. is authorised to issue advance payment or interim invoices in accordance with the expenses incurred in each case for order values over EURO 5,000.00 or for orders whose processing is expected to extend over a period of more than three months. In the case of small partial deliveries, a minimum order value lump sum of EUR 75.00 plus any freight and ancillary costs shall be charged for contractual services.
Due date and default
Invoices are due and payable immediately upon receipt without deduction. In the event of late payment, s.h.a. shall charge interest on arrears at a rate of 5% above the base rate determined by the Deutsche Bundesbank. In the event of late payment, an amount of € 5.00 shall be due for each extrajudicial reminder.
Invoice complaints
must be notified to s.h.a. in writing within two weeks of receipt of the invoice. Otherwise the invoice shall be deemed to have been recognised.
Retention of title
s.h.a. retains ownership of delivered products until full payment of all claims, including future claims. Rights of use may neither be pledged nor transferred by way of security.
Prohibition of offsetting and rights of retention
The customer shall only have set-off rights if his counterclaims have been legally established, are undisputed or have been recognised by s.h.a. in writing.

Software
If software is included in the scope of the order, the buyer shall be granted a non-exclusive right to use the software supplied, including its documentation. It shall be provided for use on the object of the order intended for this purpose. All other rights to the software and the documentation shall remain with s.h.a.. The granting of sub-licences or transfer is not permitted.

Copyright protection
s.h.a. retains the copyright to all work results. The customer may only use the work results produced within the scope of the order after full payment of the remuneration and for the purpose for which it is intended as agreed. Publication and reproduction of work results of s.h.a., including the use of extracts, shall require prior written consent.

Confidentiality
The contracting parties assure each other that the information received from each other and the work results produced during the execution of the contract will be treated confidentially. Such knowledge shall be used exclusively by the contracting parties for their own purposes within the framework of the contractual relationship.

Place of jurisdiction
Unless the parties expressly agree otherwise, the place of fulfilment for both contracting parties shall be the company's head office. The place of jurisdiction for both parties shall be Villingen Schwenningen, Germany. s.h.a. and the customer shall be subject to the law of the Federal Republic of Germany even if orders are placed from abroad or deliveries are made abroad.

Severability clause
Should individual provisions of the contract be wholly or partially invalid, the remainder of the contract shall remain valid. The same applies in the event of a loophole.