1. All offers provided by SOHARD Embedded Systems GmbH (herein after referred to as „SOHARD“ or „contractor“) are subject to change. A contract shall only be valid after the company’s written order confirmation, or as of the date of beginning to execute an order.
2. Scope of deliverables or services (herein after referred to as „deliverables“) to be performed by SOHARD, require either written order confirmation or other order papers confirmed and signed by both parties.
3. SOHARD takes exclusively these terms as a basis for all present and future business transactions. SOHARD strictly refuses any different regulations in clients’ general terms , except of SOHARD has expressly given its assurance with binding character. 
4. SOHARD reserves all rights for the unrestricted utilization from rights to the intellectual property rights and right of ownership for all estimates of cost, drawings and other papers (herein after referred to as “documentation”). Copying of documentation or any access of a third party is only permitted upon prior consent by SOHARD. In case of non-achievement of the contract SOHARD is entitled to claim the immediate restitution of the entire documentation. The terms in section 1 and 2 shall also apply to the client’s documentation, except of authorized access of a third party, but only when necessary to serve the contract’s purpose. 5. SOHARD is entitled to provide its service in part when it is not unreasonable for the client.

1. Prices are valid according to the quoted prices from the respective order. All assembly and installation service has to be ordered and paid separately by the client.
2. Prices are sales tax and shipping excluded and valid ex works.
3. In case SOHARD accepted installation service, all required additional expenditure like travel- and transportation costs are to the debit of the client, unless o agreed.
4. In case of a default of payment, SOHARD shall be entitled to claim default interest on arrears of at least 8 per cent above the ECB base rate.
5. The client shall be entitled for compensation, for withholding a payment and in accordance to the Article 320 of the German Civil Code to claim specific performance through delivery versus payment, but only for receivables which are undisputed and legally binding. Beyond that, the client shall be entitled for withholding a payment only for such receivables arising from this agreement.

1. SOHARD shall retain ownership of the delivered goods until the date of fulfillment of all contracts duties of the client as applicable at the time of the respective delivery (herein after referred to as „ goods with retention of title“).
2. As long as the ROT is valid, the client shall not be authorized to pledge or assign these goods as collateral, and the resale shall only be permitted at common commercial dealings.
3. All receivables arising from resale or another legal cause, e.g. an unlawful act, concerning these goods with retention of title and resultant claims shall be immediately assigned to SOHARD in the amount of invoice value. This shall also apply for the balance claim from the agreed open account. The client shall be authorized by SOHARD to collect on his own behalf the assigned claims for the account of SOHARD. In case of a default of payment of the client, a compulsory enforcement, a remarkable downgraded credit worthiness, or an insolvency proceeding, then SOHARD shall be entitled to cancel this collection authorization, also to claim disclosure of all arising receivables.
4. In case of any garnishment, confiscations, other court decisions or third party claims, client shall be committed to call attention to SOHARD’s right of ownership and to notify SOHARD immediately.
5. In case of neglect of duty of the client, especially on default of payment, SOHARD shall be entitled to withdraw from the contract and to claim restitution of the goods with retention of title. The client shall be obligated to make restitution of these goods to SOHARD.

1. Delivery terms are subject to change, unless other expressly and legal binding arrangement is agreed in the order document.
2. Keeping the stipulated delivery terms requires a timely presentation of the entire documentation provided by the client, i.e. all required approvals and authorizations, especially for plans, also compliance with stipulated payment terms and other contractual duties. In case of failure to comply with these requirements, delivery date will extend respectively, unless SOHARD causes this delay by itself. Sale and delivery of the goods shall be subject to correct and punctual supply to ourselves.
3. In case of failure to comply is caused by act of God, e.g. mobilization, war, fracases, or similar events like a strike, legal lockout which are not caused by the party which is liable for keeping the terms, the time limits shall be adequately extended.
4. If the delivery terms are without obligation, then SOHARD is in default only after receipt of a request in writing which should take place, at the earliest, one month after expiration of the delivery time without obligation.

1. The risk of accidental loss of the goods („Risk“) shall be transferred to the client:
a) on supplies with handover to the forwarding agent, but without assembly and installation. The before said shall also apply for CPT (Incoterms 2000) supplies. On client’s demand and for his account , SOHARD can insure supply against general risks 
b) on supplies inclusive assembly, installation and handover at the client’s works inclusive faultless test run, provided this was expressly agreed as work performances.
c) on work performances with acceptance.
2. If the client causes delay of shipping, delivery, start of work, execution of assembly or installation, handover at client’s works , the test-run or any other causes, then the risk shall be transferred to the client.
3. Acceptance of work performance shall be immediately effected after advice of acceptance readiness.
4. So far part delivery of work performance is agreed or it is permitted as defined in the terms of section I line 5, the client shall execute part acceptance, just on SOHARD’s request. 
5. When acceptance is not made in time or incompletely and SOHARD is not liable for it, then the acceptance shall be deemed to have been made with expiration of three working days after receipt of the acceptance readiness.
6. Delivery shall also be deemed to be accepted, when come into operation even without SOHARD’s agreement.
7. The client has to make available all requirements needed for acceptance at his works. All acceptance related costs are to the debit of the client, except of SOHARD’s labor costs . 
8. The client shall not be authorized to deny acceptance cause of insignificant defects, without prejudice to his right in stipulated terms in section VI.

SOHARD is liable for non-conformity of goods as follows:
1. All parts or performances which have defects in quality within limitation – regardless of service life, and the cause of defect was already existing at the time when passing the risk, then SOHARD shall be obligated for cost-free rectification of defects by repair, replacement or renewal by their own choice. („Rectification of defects“).
2. Limitation for claims due to defects expire after 12 months.
3. Claims due to noticeable defects are excluded, unless the client gives SOHARD written notification within a period of five working days after receipt of the goods and before the acceptance relating to work performance respectively. Claims due to hidden defects are excluded, unless the client gives SOHARD written notification within a period of five working days after detection.
4. In case of the failure of rectification and in compliance with the legal regulations the client shall be entitled to cancel the contract, or to claim price reduction.
5. Entitlement to damages or to cancel the contract due to claims of defects instead of performance shall not apply for irrelevant non-conformance of the agreed performance or for irrelevant damnification of the utility.
6. Claims for damages resulting after passing of risk shall not apply for wear and tear, or for damages which result from incorrect or careless use, excessive use, improper utilities, insufficient construction works, insufficient building ground, or resulting from specific external effects which are not assumed under this contract, or for computer bugs which cannot be reproduced. Entitlement to damages shall also not apply for inappropriate changes or repairs and their consequences executed by the client or by third party.
7. Claims of the client for compensation of expenses like transportation-, travel-, labor- and material costs due to the rectification are excluded, so far increase of expenses caused by replacement of the object delivered to another delivery place of the client than stipulated in the contract, unless the transport is equivalent to his intended purpose.
8. In case of an unjustified claim of the client, SOHARD shall be entitled to claim compensation of expenses arising from it.
9. The client’s right of recourse in accordance to Article 478 of the German Civil Code is possible so far as no others arrangement is made between the contractual partners which are beyond the statutory regulations concerning claims of defects. Terms in section No. 8 and Article 478, sec 2 of the German Civil Code govern the quantum of a recourse correspondingly.
10. Incidentally, the stipulations in these terms section IX shall apply for entitlement to damages. Further claims of any kind arising from non-conformity from goods between the client and SOHARD or their vicarious agents are excluded.

1. Solely within the country of the place of delivery, SOHARD shall be obligated to supply free of industrial property rights of third party which can have impact on supply, unless no other arrangement is made (herein after referred to as „Industrial property rights“). In case of a justified third party claim against the client arising from breach of industrial property right by SOHARD , then SOHARD shall be liable towards the client, as defined within the stipulated terms of section VI, line 2 as follows:
a) SOHARD shall be obligated to obtain by their own choice and to their own account either an industrial property right or to change supply to prevent a breach of such right, or to replace supply. If it is impossible for SOHARD to act in an appropriate way, then the client shall be authorized to exercise his legal right to withdraw from a contract or to reduce the price.
b) SOHARD’s duty for compensation is defined here in section IX.
c) The aforesaid duties shall only be valid as far as SOHARD is in receipt of client’s immediate written notification about third party claims, acceptance of breach is denied, and SOHARD reserves the right to execute all defense measures and compromises. The client shall be obligated to stop usage of supply for the purpose to minimize losses or for other causes, also to notify third party that stop of usage is not equivalent of the acceptance of a claim.
2. Claims of client shall be excluded if client is liable for such breach of right.
3. Furthermore, such claims of client are also excluded as far as the breach of right is arising from client’s special specifications arising from not stipulated usage by the client, from inappropriate use, or from alternation or shared use with other products but without SOHARD’s permit.
4. In case of breach of industrial property right relating to claims of client, the stipulated terms in section No. 1 a) and in section VI No. 8 and 9 shall apply correspondingly relating to claims of client.
5.Any further claims or other stipulated claims of client against SOHARD concerning breach of industrial property right defined here in section VII are excluded, except of the limited claims of damages which are defined in the stipulated terms in section IX.

As far as unexpected incidences, according to the terms in section IV No. 2, will have substantial effect on the commercial relevance, or on SOHARD’s business, or will substantially alter the subject matter of supply, in this case and regarding the principle of utmost good faith, the contract shall be adapted correspondingly. So far it is not economically unreasonable, SOHARD shall be entitled to cancel the contract.

1. SOHARD shall be liable without limitation for all intentional and gross careless incidences of its legal representatives and employees.
2. SOHARD shall be liable only for slight negligent, i.e. significant neglect of duties which can endanger the achievement of contracts purpose, or a breach of such duties which are essential for correct contractual execution.
3. Compensation, as defined in the stipulated terms section IX No. 2, shall be limited to the predictable and typical damage for this type of contract. The aforesaid shall also apply to defects arising from gross careless by an ordinary vicarious agent of SOHARD, i.e. not by an officer or by the board of management.
4. Claims of the client as defined in section IX Nr. 2 expire within a period of two years as of date when a claim occurs and the client is notified about it. Regardless of any knowledge of the claim, claims of damages shall expire, at the latest, within a period of three years after the incident. Stipulated terms in section VI No. 2 shall apply for all claims of defects.
5. SOHARD shall not be liable for any loss of profit.
6. The mentioned liability limitations shall also apply for claims of damages of the client towards SOHARD’s employees and representatives. 7. The mentioned liability limitation shall not apply in cases of violation of live, body and health, for acceptance of guarantee relating the performance of the subject matter and for the Product Liability Law.

1. Exclusive jurisdiction for all legal proceedings arising direct or indirect from this contractual relationship is Fürth. SOHARD shall be authorized to take legal proceedings at the clients local.
2. In compliance with all legal relations included to this contract German law shall be governed, but the International Sales Law (CISG) shall be excluded. 3. Jurisdiction for all duties arising from this contract is Fürth.

XI. Return of electrical and electronic devices

1. SOHARD takes care of the proper disposal of the delivered goods after their usage ends. The customers takes over the costs of shipping and handling of the goods back to SOHARD.
2. The customer has to ensure that when he sells the goods to third-party usinesses, that those businesses shall be informed and obliged to take care of the proper disposal of the goods at the end of their usage themselves. In case those businesses sell the goods to further businesses, this information and obligation has to be passed on as well.
3. The obligation of the manufacturer to take back goods at the end of their usage, or being removed from this obligation thru the customer, seizes two years after the last final usage of the goods. The two year period starts as of notification, in written form, from the customer to the manufacturer that usage has ended.

1. Any change of delivery terms as well as a cancelation of the requirement of written form to this agreement, both shall be in written to be legally binding.
2. If any provision of these terms are held to be invalid, such provision shall be struck out and the remaining provisions shall be hold good. This shall not apply if it is unreasonable for one of the contractual partners.
3. SOHARD is entitled to record client’s personal data in compliance with legal regulations, particularly the German Federal Data Protection Act, in order to use all sensitive information to fulfill the contracts purpose .
release: May 2008