1. The following General Terms and Conditions of Business of Cosinus Informationssysteme GmbH, Freiburg (hereinafter the Contractor) apply to the supply of standard software. As regards standard software, Cosinus Informations-systeme GmbH acts only as an agent. Only the manufacturer and the customer will reach specific agreements leading to software licensing contracts.

2. The legally binding confirmation of an order will be exclusively in writing and in the form of an Order Confirmation. This determines the content of the contract and its scope. Subsidiary agreements and verbal declarations by employees will not become part of the contract unless they are confirmed in writing by the Contractor or are part of the requirements specifications. This confirmation must be signed by one of the Contractor’s managers. Verbal agreements will be disregarded.

3. The Licensee (Client) will receive the unique right to use the standard software against payment of the license fee. The application is specified by detailing standard modules. The scope of use of the acquired rights is laid down in the Order Confirmation, which is also the basis for scope of supply None of the licences nor usage rights are transferable. All copyrights and/or industrial property rights remain with the Contractor. No part of the programmes may be made available to third parties. Copies of the licensed programmes may only be made for use in connection with the Licensee’s business.

4. Supply will take the form of delivery. The transfer will be in the form of one or several data carriers and an instruction manual, which can also be stored in the system. All necessary services (installation, training, consultancy, programming) will be charged for under separate service contracts at the current daily or hourly rates.

5. The Licensee is explicitly advised that it is technically impossible to create software that is totally free of faults. The Contractor therefore gives a warranty only in respect of the technical usability of the supplied programmes for the stated programme purposes. No warranty is given that the software conforms to the particular operational circumstances of the Licensee, unless this is explicitly laid down in a Schedule of Specifications and accepted by the Contractor. Our employees are not entitled to make verbal agreements of any kind. No liability for the computing times of individual programme sequences can be accepted since this is entirely dependent on the capacity and usability of the data processing equipment. During the agreed 24-month warranty period the Contractor shall correct faults in the software for the Licensee at no charge such that the result will be a software version which does not have the said fault(s). This time period begins with the delivery of the programmes/software. If the standard software is from another country, solely the conditions of its manufacturer will apply.

6. The Licensee shall examine and test the programme immediately after delivery in accordance with §§ 377,378 HGB (German Commercial Code). Prompt notification of any faults is essential. Should the Licensee fail to make a written notification, the performance will be regarded as approved and complete, including as regards the fault, upon expiry of the warranty period. Notwithstanding, the statutory provisions regarding rights to price reduction and cancellation will apply. The Licensee shall in the first instance order the goods to be reworked. If no revision takes place, even after a reasonable period for fulfilment has been set, or if it proves fruitless, the Licensee is entitled to his statutory price reduction and cancellation rights.

7. Damages, for whatever legal reason, will only be paid if the Contractor has caused the fault through wilful or grossly negligent action.

8. It is an essential contractual obligation of the Licensee that he save data and programmes at intervals suitable for the application, at least however once daily, in a machine-readable form so as to guarantee that this data, if lost, can be recovered at any time with reasonable effort. The Contractor accepts no liability whatsoever for losses that would have been avoidable if the data had been saved properly.

9. The invoiced licence fees and services are due strictly net within 8 days of the date of invoice. Payment may not be withheld because of counterclaims and/or to offset sums owed where these are contested and/or not legally enforceable.

All deliveries by the Contractor are subject in all cases to retention of title. All deliveries will remain the property in their totality of the Contractor until payment in full by the Client or Licensee.

Version date: 1. January 2003