General Terms and Conditions

As of August 1, 2012

1. Scope of Application
   
   1. These General Terms and Conditions apply to any and all sales of data processing equipment (hardware), the transfer of rights of use of programs (software), and the services to be performed in this connection.
   2. Programs shall mean programs for data processing equipment including the respective specifications and user manual.
   3. In case only hardware or software is purchased from IPRO, these General Terms and Conditions shall apply to this part only.
2. Scope of Performance
   1. The performance shall comprise the delivery and handing over of the hardware and software (on data carriers in computer code directly executable) ready for operation up to and at the place of installation at the customer's site.
   2. Unless otherwise agreed, the programs may be used on a non-exclusive, non-transferable basis for an unlimited period of time. The programs may be used on several computers or in networks with IPRO's prior consent only. All copyrights in the software remain with us without limitations, even after payment by the customer. The customer undertakes not to copy the programs placed at its disposal – except for backup purposes – and not to pass on the programs and/or the data carriers to third parties. However, we are prepared to consent to a transfer of the rights of use to third parties to the extent such transfer is required in order to finance the installation or one-time royalty.
   3. IPRO may entrust third parties with the performance.
   4. The customer shall make sure that the required number of power supply connections and, if required, data connections are available at the place of installation. The establishment or extension of power supply or data connections or of power supply or data lines shall be invoiced separately.
   5. Training of the customer and its employees shall take place to the extent provided for in the contract.
   6. Until the delivery of the purchased item, we expressly reserve the right to modify the scope of performance regarding the software to the extent the usability is not impaired thereby.
   7. Until expiry of the warranty period, the customer is entitled to delivery free of charge of each updated or upgraded version of IPRO's programs which is released during this period. In case the customer refuses acceptance, the warranty against defects shall not cover such errors that were removed in the updated or upgraded version.
3. Retention of Title
   1. Title in the delivered hardware shall pass to the customer upon complete payment of the consideration only. Until the complete payment of the consideration, the customer may neither dispose of the hardware nor grant third parties possession of the hardware.
   2. Until the complete payment of the consideration, the right of use granted pursuant to no. 2 para. 2 may be revoked at any time.
   3. Until the complete payment of the consideration, the customer shall inform us without undue delay of any impairment of title or rights of use, in particular in case of attachment of the goods by third parties. The costs for measures taken to avert such impairments shall be borne by the customer.
4. Time of Performance, Default, Retention
   1. The delivery period shall start if and when we agreed with the customer on any and all terms and conditions regarding the transaction.
   2. If we perform late, we are not considered to be in default as long as the delay is based on circumstances which we could not have predicted and prevented, given a reasonable level of care, and which we cannot overcome by reasonable measures. This shall in particular apply in case of strike, force majeure, or if IPRO's suppliers fail to supply or supply late.
   3. As long as the customer does not fulfil its obligations vis-à-vis IPRO arising out of this or a different contract or on a different legal basis, we may retain our performance. The customer may retain payment owed to IPRO only if we violate our obligations under the contract by gross negligence or if our performance is seriously defective.
5. Terms of Payment
   1. All prices are quoted exclusive of respective statutory value-added tax.
   2. The customer undertakes to pay the owed amounts within 14days after the invoice is issued. Delay in payment will arise after expiry of this deadline. Interest on amounts in delay will be calculated at 8 percentage points above the respective base interest rate. IPRO reserves the right to prove and assert a higher damage caused by delay.
   3. The customer may set off any counterclaims only in so far as its claims are undisputed or have become legally binding.
6. Warranty against Defects
   1. The risk of accidental loss shall pass to the customer upon communication of readiness of operation by IPRO. The warranty period shall start at this time and shall amount to two years starting from the communication of readiness of operation by IPRO.
   2. IPRO represents and warrants that its own programs have the features stated in the specification. IPRO states that according to the state-of-the-art of science and technology, it is not possible to create error-free programs. However, IPRO aims to provide programs that are as error-free as possible and to use its best efforts to remove occurring errors.
   3. In principle, only the product description of IPRO shall be considered agreed regarding the condition of the goods. Public statements, promotion, or advertisement of IPRO shall not be considered contractual statements as to condition of the goods.
   4. The warranty against defects shall be performed at IPRO's option by way of rectification of defects or substitute delivery. Should the rectification of defects fail, the customer is entitled at its option to decrease remuneration or to rescind the contract. In case the non-conformity with the contract is of minor extent only, in particular in case of minor defects, the customer may not rescind the contract. In case IPRO has fraudulently concealed defects or has assumed a warranty of condition of the purchased item, the statutory provisions shall apply.
      In case the customer chooses to rescind the contract because of a defect in quality or title after the subsequent performance has failed, the customer shall not have the right to claim further damages for such defect.
      In case the customer chooses to claim damages after the subsequent performance has failed, the goods shall stay with the customer to the extent this is reasonable for it. The damages shall be limited to the difference between the purchase price and the value of the defective item. This shall not apply in case IPRO has fraudulently caused the breach of contract.
      The customer must advise IPRO of any apparently defective performance promptly following receipt. If the customer fails to advise IPRO, the performance is deemed approved (Sec. 377 German Commercial Code).
   5. Where a defect becomes apparent at a later time, notice must be given by the customer promptly following the discovery in writing, stating the exact defect.
   6. Claims based on defects shall lapse if the customer culpably deviates from the operating instruction or user manual, or if any third parties not authorized by IPRO modify or repair the subject matter of the contract.
   7. Regarding its programs, IPRO further warrants that they are free from any property rights of third parties. The warranty shall be performed at IPRO's option by assumption of the costs of litigation or by conduct of the case vis-à-vis third parties. Further damage claims shall be excluded, except for cases of gross negligence or intent. However, the customer may rescind the purchase and/or license contract in case the opposing party wins the lawsuit. In case the customer rescinds the contract, the performances mutually received are to be returned. In addition, the customer must pay a reasonable compensation for the use of IPRO's programs.
   8. Warranty against defects of such programs that are originating from third parties shall be limited to decrease of the remuneration or rescission of the contract. All and any claims of IPRO vis-à-vis the third party shall be assigned to the customer.
   9. In case the programs are used on computers purchased from other sources than IPRO, the warranty against defects shall not include defects resulting from the incompatibility with the hardware recommended by IPRO.
   10. In the event that during an attempt to rectify a defect, it turns out that the defect is due to improper handling or incompatibility, IPRO may charge remuneration at its usual rates for the work performed including travel and incidental expenses.
   11. The warranty against defects shall not cover warranty for the possible and/or successful use. In any other respects, the warranty against defects is governed by these provisions exclusively.
7. Limitation of Liability
   1. Irrespective of the legal grounds, the liability of IPRO shall be limited to the amount of consideration owed under this contract.
      Liability for damages caused in consequence of defects, for lost profit, for claims of third parties against the customer, or for the damage of stored data shall be excluded hereby. Regular backups are highly recommended. The above limitation of liability shall not apply in case of intent and gross negligence.
8. Confidentiality
   1. The parties undertake to keep confidential all facts and information regarding the other party that became known to them in connection with the transaction, unless such facts and information is common knowledge.
      In ular, the customer undertakes to ensure by appropriate measures that neither the customer nor its employees grant third parties access to the programs, offer documentation, operating instructions, or copies thereof.
   2. The reproduction of programs – unless they are copy-proof – for backup purposes shall be permissible. The reproduction of corresponding program documentation shall be permissible for the customer's own use only.
9. Transfer of Rights
   1. The transfer of rights arising out of or in connection with this contract requires the prior written consent of IPRO.
10. Written Form, Jurisdiction
    1. The contract and amendments thereto require written form. Oral collateral agreements, undertakings, and other agreements require the prompt written confirmation of both parties to be binding.
    2. All transactions including foreign transactions shall be governed by and construed in accordance with the laws of Germany.
    3. General terms and conditions of the customer shall apply only to the extent they are in accordance with this contract.
    4. In case individual provisions are ineffective, they shall be replaced by the statutory provision which comes as close as possible to the economic intention of the omitted provision. The validity of the other provisions shall not be affected thereby.
    5. Where the customer is a dealer, our statutory seat shall be the place of jurisdiction. The place of jurisdiction for foreign transactions shall be our statutory seat in any case.