General Purchasing Conditions of the bit-control GmbH

§1.   General Rules / Formal Requirements

1.1   The conditions set out here shall apply exclusively to all orders issued by us, provided no other conditions have been specifically agreed. We specifically repudiate all conditions set by the supplier, including those contained in his general terms and conditions of business, or any conditions stated in the order confirmation. Our undisputed acceptance of order confirmations or of deliveries does not imply our acceptance of such conditions.
1.2   Where a supplier supplies goods for the first time in accordance with these purchasing conditions, he recognises that these conditions shall apply exclusively to all future orders.
1.3   Our orders are binding in so far as they are issued in writing, or were confirmed in writing. The offer may only be accepted within a period of 14 days, if no other terms were agreed.
1.4   Orders shall only be legally binding for us if they are made in writing and are duly signed. The written form shall also be complied with if the order is placed by fax. If, however, documents of the contractor arrive outside our business hours, they shall only be considered as having reached us as of the following opening of business hours. Business hours are: Mon to Fri from 8am to 4pm - except public holidays.
1.5   Our order number shall be stated in all documents relating to the order, in particular in invoices, in default whereof we shall be entitled to postpone these without processing and in case of doubt these shall be considered as not having reached us. If orders are placed by telephone (without order number), the name of the orderer shall be stated.

§2.   Subcontracting of the Order

2.1   Without our consent, the placed order must not be subcontracted, neither in parts nor fully.

§3.   Delivery and despatch

3.1   Delivery is to take place in accordance with our order, resp. any later instructions with regard to agreed dates and times. The supplier must inform us without delay of any changes in such dates.
3.2   The supplier must act in accordance with the despatch instructions of the freight company or freight handler. Our order and article numbers must be stated on all dispatch papers, correspondence and invoices.
3.3   Delivery is free of charge to our premises. Costs and risks of transport, including the costs of packaging, insurance and all other ancillary costs such as loading or offloading are for the account of the supplier, unless specifically agreed otherwise.

§4.   Delivery periods, delivery dates

4.1   Deliveries shall be made to the receiving point indicated by us free of any charge and at the expense and risk of the contractor. The contractor shall provide for proper packaging. The shipping and packing costs as well as the costs of possible transport insurance shall be borne by the contractor. Corresponding shipping documents (in particular exact information about the content) shall be attached to all deliveries, in default whereof we shall be entitled not to accept deliveries.
4.2   The delivery or service shall be carried out on the agreed date at the indicated receiving point during the acceptance times from 9am until 4pm. In the event of a delivery before this date, we reserve the right to charge the contractor with the additional costs resulting from such early delivery (e.g. storage costs).
4.3   All deliveries shall be made to us free from retention of title.
4.4   The delivery periods or dates stated in orders are binding, and refer to the date when the goods must be delivered to the stated delivery address.
4.5   Where goods are not delivered at the time specified in the order, we are entitled to refuse delivery of the goods, and to return them at the risk and for the account of the supplier, or to have them stored at a third party warehouse.

§5.   Quality and release

5.1   The supplier confirms that the goods comply with relevant standards, with any sets of requirements presented, and is in line with the current state of technology.
5.2   We reserve the right to inspect the goods immediately upon receipt, and before the goods can be commissioned,, for obvious and visible defects, and to only accept delivery once this inspection is completed. In case of any claims being brought, the costs of inspection and replacement delivery can be charged to the supplier. In all cases of claims for defects a period of 14 days shall apply from the time of recognizing the problem, during which we may make our claim known.
5.3   The supplier agrees to waive his rights in terms of belated notification of hidden defects during the warranty period.
5.4   The values established when goods are received in terms of pieces, weights and measures are valid.
5.5   In case compensatory damages are agreed for late delivery, the right to these damages remains effective if it is not expressly enforced and stated at the time of delivery. Any further rights and claims also remain in force, even if not stated at time of receipt.

§6.   Prices and terms of payment

6.1   Offers made to us, regardless of what preparations were necessary for these, shall be free of charge. Agreed upon prices shall be inclusive of packaging, delivered free to the destination (including unloading). Prices shall be fixed prices that must not be increased for any reason whatsoever.
6.2   Agreed prices are maximum prices; any price reductions that become effective between the time of placing the order and payment are to our benefit.
6.3   Invoices shall be transmitted in single copy after delivery or service. The payment period starts with the time of the receipt of invoice or goods or the completed service provision, depending on which time is the later; in the event of a delivery before the agreed date, however, it will not start before the agreed delivery date.
6.4   Payment of received deliveries or services shall be within 14 days less 3% discount or within 45 days net.
6.5   Payment will be effected subject to delivery as agreed, and subject to prices and calculations on the invoices being correct. If a defect covered by warranty obligations is identified, we have the right to withhold payment until the warranty obligations have been met.

§7.   Offset and cession

7.1   The supplier is only permitted to implement offset with respect to undisputed or legally valid and recognised claims.
7.2   The cession of claims against us is only permissible with our written permission.

§8.   Delay

8.1   In case of non-compliance with the agreed delivery or service date, we shall be entitled to withdraw from the contract without granting an extension of the deadline, regardless of the reason for the delay.
8.2   If already before the agreed date the contractor realises that the delivery will not be effectuated on time, neither fully nor in parts, they must inform us of this immediately stating the reasons and the expected duration of the delay. Also in this case we shall be entitled to withdraw from the contract without waiting for the agreed date and without granting an extension of the deadline.

§9.   Compensation for Damages

9.1   The contractor shall be liable for all damages incurred to us from a delayed or defective delivery/service through the fault of the contractor or the fault of assistants called in for the fulfilment of the order.

§10.   Contractual Penalty

10.1   In the event of delayed delivery, the contractor shall be committed to pay a contractual penalty of 2% of the total order value, however, maximum 15% of the total order value, for every commenced week of delay until the complete delivery/service. Subject to assertion of a higher claim for damages (see 9. of these Terms and Conditions of Purchasing).

§11.   Warranties and guarantees

11.1   The warranty obligations of the supplier are determined by legal regulations, unless specifically agreed otherwise. The supplier absolves us in the first instance from all claims by third parties made with regard to defects, infringement of third party rights or product faults related to his delivery, and with regard to his share of responsibility, with the exception that this condition does not apply if he is not at fault. The supplier confirms that he is covered by appropriate insurance for product liability claims.
11.2   The warranty period shall be a minimum of 12 months calculated from the delivery date, with delivery to the specified address. If the legal warranty period is longer than this, then the legal period applies.
11.3   If the goods are found to be defective on delivery, we shall have the choice as to whether the supplier must supply replacement goods free of charge, or must grant a price reduction in line with legal regulations on reduced usability of the goods, or whether he must correct the defect free of charge. In urgent cases we are entitled, after discussion and agreement with the supplier, to have the faults or defects removed or repaired ourselves, at the suppliers cost, or to have them corrected by a third party, or to find any other form of replacement. The same applies if the supplier does not meet his obligations under warranty timeously. If the highest acceptable rate of faults has been found to be exceeded in terms of the statistical testing methods described in the order, we are entitled to claim an entirely faulty delivery, or to have the entire delivery checked and tested at the suppliers cost, after discussion and agreement with the supplier.
11.4   The supplier is liable for replacement deliveries or repair work to the same extent as for the original item, i.e. this also includes transport, travel and labour costs, without being restricted to these items. The earliest date for the beginning of the warranty period for replacement deliveries is on the date of delivery of the replacement items.
11.5   The supplier is obliged to reimburse us for reasonable costs associated with a product recall if and when this becomes necessary as a result of our obligations under product liability laws. Notification will be made as soon as possible by us to the supplier by way of information.

§12.   Information and data

12.1   Drawings, designs, samples, production procedures, company internal data, tools, fixtures and equipment, etc., provided by us to the supplier in order to be able to provide an offer, or to carry out an order, remain our property. They may not be used for other purposes, may not be reproduced or be made available to third parties, and must be kept with the normal, reasonable standard of care applicable for a normal businessperson. The items mentioned above must be handed over to us without delay on demand at any time. In opposition to our right of delivery of these items, the supplier may apply offset only to claims that are not disputed, or have already been found to be justified.

§13.   Rights of third parties

13.1   The supplier states that no third party rights exist that are in conflict with the ordinary use of the goods purchased, and specifically that any rights to protection of third parties are not infringed. If we nevertheless face claims with regard to possible infringements of third party rights, such as copyright, patent and other rights. The supplier herewith absolves us of any responsibility in this regard, with the exception that this does not apply if he is not responsible for the infringement.

§14.   Data protection

14.1   The supplier declares irrevocably that any person-related data will be stored and processed purely with regard to the specific orders, and in line with legal regulations.

§15.   Salvatory clause, legal domicile, applicable law

15.1   If individual parts of these general purchasing conditions should not be valid, or should they become invalid, the remainder of the conditions remain in effect. Any invalid condition will be replaced by a condition that comes as close as possible to the invalid condition with regard to the economic effect intended by the parties, and is nevertheless valid. Depending on the value of the claim or disputed amount, the district court or county court of Eschwege / Kassel, Germany, shall be considered the applicable court for all legal disputes in as far as the supplier is a business person, a juristic person in public law or a public legal special entity. In addition, we are entitled to sue the supplier, if we so choose, at his general legal domicile. Exclusively German law shall be applicable, specifically excluding the law on the international sale of moveable goods.
15.2   This Agreement has been prepared in German and English. When in doubt, the German text shall prevail.

The General Purchasing Conditions of the bit-control GmbH contain §1 to §15.

Sontra, January 2008