Business Terms (Allgemeine Geschäftsbedingungen (AGB)

1. General Quotations, delivery, miscellaneous services and contract conclusions of ixellence take place exclusively under the general business terms (Allgemeinen Geschäftsbedingungen, AGB) of ixellence and the laws of the Federal Republic of Germany. By placing an order and/or claiming of benefits these terms apply as recognized and accepted. Different terms of the contractual partner shall only become effective after having been officially agreed to in writing by ixellence.

2. Offer and contract conclusion

2.1 The offers of ixellence are not-binding regarding prices, quotations, dates of delivery and other contents, unless expressed in a writing binding declaration. Contracts and other agreements will be effective only by our confirmation in writing or will come by our delivery, if a confirmation of order is not given. Unless otherwise agreed, the documents belonging to the offer (catalogs etc.) are only recommended performance specifications and are not considered a basis for guaranteed quality (properties); the same applies for information contained in flyers and advertisements. 2.2 With quotations, drafts and other documents we reserve ourselves all rights of property and copyrights. These are not accessible to third parties without our written explicit consent.

3. Terms of delivery and passing of risk

3.1 The range of delivery or other services become effective upon written acknowledgement by ixellence. We reserve the right to perform partial shipments. If these are already useful for the customer, we are entitled to place an invoice over these partial deliveries.

3.2 The deadlines and periods of times indicated from ixellence are not binding, unless otherwise explicitly agreed in writing. All dates of delivery are under the reservation of the correct and timely supply of ixellence. The terms of delivery begin with the day of our acknowledgment of order, however, not before clarifying all details of the execution.

3.3 Delay by excess of an agreed date of delivery occurs for the rest only, provided that the contracting partner sends a dunning letter to ixellence, and sets into it a reasonable target, which amounts, according to range of the assumed works, one month until at most six months. After unsuccessful expiration of this term the contracting partner is authorized to withdraw from the contract of sale, by a written declaration.

3.4 Delay by excess of the agreed period of time for the delivery does not occur if ixellence changes or supplements work on the ordered object as requested by the contracting partner.

3.5 ixellence carries the danger up to acceptance of the delivery or achievement. The contracting partner carries also the danger before acceptance of the achievement, if he delays the acceptance or if the execution is interrupted for reasons in the responsibility of the contracting partner. The achievement is accepted after completion, even if the final adaptation of the specifications from the contracting partner has not occurred completely. Self-contained parts of the work are to be accepted separately on request. If the achievement is used completely or partly or the acceptance is delayed without fault on the part of ixellence, the acceptance is effective at the end of six working days after announcement of the completion. A use of the achievement may occur only by explicit agreement on the part of ixellence. Produced partial achievements are considered as accepted when they are used.

3.6 Delays of delivery and achievement delays because of act of God and events which make the delivery essentially complicated or impossible, like war, natural disasters, official orders, strike etc., - this is also valid for deliveries by our suppliers - are not in the responsibility of ixellence, even not in the case of obligingly agreed terms and dates. They entitle ixellence to defer the delivery for the period of the duration plus an adequate initialization time as well as to withdraw totally or partly from the contract. In each case there still exists the claim on payment of the implemented work as well as other costs caused by the order.

4. Prices and Payment

4.1 The quoted prices are generally understood to be in EURO. VAT/MwSt and shipping/handling are not included, unless otherwise noted. If an order is not feasible without exceeding the quotation of more than 20%, ixellence has to indicate this immediately to the contracting partner. Otherwise § 650 BGB (German Civil Code) is valid.

4.2 The invoice is issued by the day of the delivery or supply of the achievement. Payments must be performed during 14 days starting from invoice date, without discount, unless otherwise agreed, so that the agreed amount is available for ixellence on the due date. Also in case of partial deliveries, the agreed invoice amount is to be paid for the partial delivery within 14 days net.

4.3 With excess of the payment term ixellence is authorized to demand reminder fees and past-due interest of 5% above the respective discount rate of the German Central Bank, without proof of a loss.

4.4 ixellence is authorized to implement deliveries only with prepayment or cash on delivery.

4.5 With behaviour of the contracting partner contrary to the terms of the agreement, especially with delay of payment as well as if the contracting partner comes into a financial collapse, stops his payments or if a judicial insolvency proceeding is pursued, any agreements of date of payment are invalid, and without prejudice to their other rights ixellence can require the immediate claim of their property. In such a case no cancellation of the contract is appropriate, unless ixellence explains this explicitly in writing. Furthermore ixellence is authorized to place all outstanding accounts due as well as to demand pre-payments and securities.

5. Reservation of Proprietary Rights Until complete payment of all invoices the products, services and all demands existing at the moment of the delivery or later shall remain the property of ixellence; on payment by cheque or change until their redemption. In the case of arrears of payment in the responsibility of the contracting partner the assertion of a property reservation by ixellence is not considered as a cancellation of the contract, unless ixellence communicates this explicitly to the contracting partner. By assertion of the reservation of proprietary rights by ixellence the right for the further use of the delivery or services for the contracting partner expires. All program copies made by the contracting partner must be deleted.

6. Claim und warranty

6.1 ixellence would like to point out that according to the state of technology it is not possible to provide computer software in a way that it works perfectly in all applications and combinations. However, ixellence guarantees that the contract software, including the program descriptions and provided material, delivered at the time of passing of the risk is free of errors which cancel or reduce the value or the suitability of the contract-provided or usual use substantially, as well as that it shows the assured qualities.

6.2 The warranty term for deliveries and achievements is limited to, unless otherwise agreed, twelve months after installation made by ixellence, otherwise from delivery.

6.3 ixellence is to be liable for defects as follows: The contracting partner has to check the delivery or achievement including the documentation within eight days after delivery, especially in view of the completeness and integrity of the data medium, the program description and the other provided material, the operability of basic program functions as well as the assured qualities. The defects which are locked or which are identifiable must be notified in writing to ixellence within further eight working days. The claim must contain a specific description of the defects. Defects which cannot be recognized in the context of the described investigation, must be reprimanded within eight days after discovery according to the requirements above. In the case of a violation of the investigation duties and rebuke duties the delivery or achievement is regarded as accepted in consideration of the concerning defect, with the result that the duty of warranty is cancelled. In case of the entitled and punctual levied claim ixellence is authorized after her selection to rectification of defects of the complained delivery or achievement or replacement. For removal of the defect the contracting partner has to grant ixellence a reasonable period of time. Cutting of the payment (loss in value) or cancellation of the contract (redhibitory action) can be required if rectification of defects or replacement have failed. However, the warranty is cancelled if the contracting partner does not give ixellence an adequate opportunity for replacement. For this the contracting partner of the company ixellence must grant, if necessary, in particular access to his hardware on which the reprimanded software is installed. Provided that the delivery is to be returned for the purpose of the rectification of defects or replacement to the supplier, the contracting partner takes the necessary cost of carriage.

6.4 For hardware or software not made by ixellence, ixellence refers to the warranty claims of her suppliers or manufacturers (third party). A claim from ixellence comes only into question in lower-ranking, provided that these claims were not enforceable.

7. Liability (claim of damages)

7.1 Claims of the contracting partner due to any damages including consequential harm caused by defects because of either fault on conclusion of the contract, positive infringement of a demand, §635 Civil Code (agreement of transfer of possession of individual software), delay, impossibility or unauthorised acts which are committed during processing the contractual relationship are excluded, unless they are based on the part of ixellence, her statutory agent or manager on intent, wantonly negligent behaviour or on the slightly negligent infringement of such duties whose abidance for the reaching of the contract purpose is of special importance (cardinal obligation). In the last-mentioned case, with other servants in any case, the limitation of liability for initial incapacity according to paragraph 2 of these liability provisions is valid. In the case of data loss the liability is limited to the typical work on the restoration assuming the existence of suitable backup copies.

7.2 Claims for damages because of defect of title (e.g. missing copyrights or other rights of third party) are excluded, provided that ixellence had no knowledge of the defect of title. In this case, ixellence is obliged, if necessary, to support the contracting partner in the judicial defence. Claims for damages because of a defect are excluded; this applies in particular to damages not effecting the delivered object or damages effecting third parties. For consequential harms caused by defects because of missed warranted characteristics ixellence is liable only if the warranty had the aim to protect the contracting partner just against such damages. The liability for initial incapacity is limited to the fivefold of the handed over payment and limited to only such damages that are typical in case of a hand over of the software.

8. Final regulations

8.1 It shall exclusively be governed by the laws of Federal Republic of Germany without the UN sales law. With foreign customers the international competence of the German courts applies as agreed. Place of jurisdiction for all disputes with general merchants in terms of the German Commercial Code (Handelsgesetzbuch; HGB), corporate body under public right and public law separate estate is Potsdam. 8.2 Variations of these business terms need in any case the written confirmation of ixellence. 8.3 Should several regulations of these business terms be ineffective or become ineffective, the validity of the remaining regulations of remains intact. In this case the corresponding regulations are to be interpreted or to be completed in such a way that the intended economic purpose is accomplished as exactly as possible. This is also valid in the case of possible gaps. These business terms are valid from 08.01.2004 and become invalid by a version of a newer date. 9. Disclaimer This document is a translation from German. The translation is provided for informational purposes only. The only legally binding document is the German version.

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