§1 Inclusion of the GTC in the contract
These general terms and conditions (GTC) are valid for all contracts between Navimatix GmbH, hereafter called "Navimatix" and their customers, suppliers and partners. With the conclusion of the contract they accept these general terms and conditions as part of the contract.

§2 Scope
Contracts for deliveries shall be concluded exclusively on the basis of the following terms and conditions. We do not recognise any terms and conditions of the customer that conflict with or deviate from our terms and conditions unless we have expressly agreed to their validity in writing. Our terms and conditions shall also apply if we carry out the delivery or service to the customer without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from our terms and conditions. Ancillary agreements and deviating agreements require our written confirmation to be legally effective.

§3 Offers
Our offers are subject to change and non-binding, unless otherwise expressly stated in writing. Improvements and changes to our performance are permissible insofar as they are reasonable for the customer. Such changes in the performance do not entitle the customer to delay or withhold his counter-performance.

§4 Order
The order and all ancillary agreements shall only become binding for us upon written confirmation or upon issuance of the invoice. If, after conclusion of the contract, we become aware of circumstances that give rise to serious doubts about the creditworthiness or solvency of the customer, which make it unreasonable for us to execute or continue the contract under the agreed conditions, we may withdraw from the contract without setting a deadline. Likewise, if a price has increased in an unreasonable manner, e.g. due to currency fluctuations or similar, we may withdraw from an existing contract. In such cases, payment for services already performed shall become due immediately.

§5 Retention of Title
(1) Navimatix reserves the right of ownership of the object of purchase until receipt of all payments and the complete fulfilment of all claims from the contract. In case of behaviour contrary to the contract of the customer, especially in case of default of payment, Navimatix is entitled to take back the purchased goods. The taking back of the object of sale by Navimatix does not constitute a withdrawal from the contract, unless we have expressly declared this in writing. The seizure of the object of purchase by Navimatix is always a withdrawal from the contract. Navimatix is authorised to realise the object of sale after taking it back. The proceeds of the realisation shall be credited against the liabilities of the customer - less reasonable realisation costs.

(2) The customer is obliged to treat the object of sale with care; in particular, he is obliged to insure it adequately at replacement value against fire, water and theft at his own expense. If maintenance and inspection work is required, the customer must carry this out in good time at his own expense. In the event of seizures or other interventions by third parties, the purchaser must notify us immediately in writing so that we can take legal action in accordance with § 771 of the German Code of Civil Procedure (ZPO). Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us.

(3) The purchaser is entitled to resell the object of sale in the ordinary course of business; however, he already assigns to us all claims in the amount of the final invoice amount (including VAT) of our claims which accrue to him from the resale against his customers or third parties, irrespective of whether the object of sale has been resold without or after processing. The customer shall remain authorised to collect this claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the customer meets his payment obligations from the proceeds collected, is not in default of payment and, in particular, no petition in bankruptcy or composition or insolvency proceedings has been filed or payments have not been suspended. If this is the case, however, we may demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.

(4) The processing or transformation of the object of sale by the customer is always carried out for us. If the object of sale is processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the value of the object of sale (final invoice amount including VAT) to the other processed objects at the time of processing. In all other respects, the same shall apply to the object created by processing as to the object of sale delivered under reservation.

(5) If the object of sale is inseparably mixed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the value of the object of sale (final invoice amount including VAT) to the other mixed objects at the time of mixing. If the mixing takes place in such a way that the item of the customer is to be regarded as the main item, it shall be deemed to be agreed that the customer transfers co-ownership to us on a pro rata basis. The customer shall hold the sole ownership or co-ownership thus created in safe custody for us. The customer also assigns to us the claims to secure our claims against him which arise against a third party through the connection of the object of sale with a plot of land. We undertake to release the securities to which we are entitled at the request of the customer insofar as the realisable value of our securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released is incumbent on us. If the object of sale is inseparably mixed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the value of the object of sale (final invoice amount including VAT) to the other mixed objects at the time of mixing. If the mixing takes place in such a way that the item of the customer is to be regarded as the main item, it shall be deemed agreed that the customer transfers co-ownership to us on a pro rata basis. The customer shall hold the sole ownership or co-ownership thus created in safe custody for us. The customer also assigns to us the claims to secure our claims against him which arise against a third party through the connection of the object of sale with a plot of land. We undertake to release the securities to which we are entitled at the request of the customer insofar as the realisable value of our securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released is incumbent on us.

§6 Prices, Payments, Fees, Default
(1) Unless otherwise stated in the order confirmation, our prices are "ex works", excluding packaging and shipping; these will be invoiced separately. Statutory value added tax is not included in our prices; it will be shown separately in the invoice at the statutory rate on the day of invoicing.

(2) Insofar as a longer delivery period than two months from the conclusion of the contract is agreed, the prices valid at the time of delivery shall be charged. This shall not apply to continuing obligations and to services to whose prices Section 99 (1) or Section 2 No. 1 GWB apply.

(3) Services shall be invoiced according to expenditure. Working and travelling times shall be invoiced according to the respective valid price list on a time basis; the consumption of components shall be invoiced according to the price of the components.

(4) The deduction of a discount requires a special written agreement.

(5) Unless otherwise stated in the order confirmation, the invoice amount is due upon receipt of the invoice and payable immediately by bank transfer. Other methods of payment require a separate agreement. The exercise of the right of retention is only permissible if the counterclaim of the buyer is based on the same contractual relationship.

(6) In the event of notices of defects, the buyer shall not be entitled to defer payment of the invoice until the defect has been remedied. This does not apply in the event of gross breaches of contract by the seller.

(7) Payments may only be made to Navimatix directly or to persons authorised by it in writing. Cheques and bills of exchange are accepted on account of payment, if at all, and are only valid as payment after encashment. Discount charges and costs shall be borne by the licensee/buyer. In the case of uncovered cheques, the purchaser shall bear all costs incurred thereby.

(8) Accessories and spare parts, repairs as well as software services shall only be delivered or performed against net cash or cash on delivery, unless a software or hardware maintenance contract has been concluded.

(9) If goods are taken in payment for part of the agreed price, an agreed cash discount can only be granted for the remaining balance.

(10) Notwithstanding any determination by the customer, it shall be exclusively incumbent upon us to determine against which of several claims incoming payments shall be set off.

(11) In case of default of the buyer, the company Navimatix is entitled to demand default interest in the amount of 5% p.a. above the respective key interest rate of the European Central Bank as well as processing fees. The proof of a higher damage is incumbent on Navimatix, the proof of a lower damage on the buyer.

(12) The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognised by us. Furthermore, he shall be entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

§7 Deliveries, Delivery Times, Packaging, Dispatch
(1) Our written details in the order confirmation or in the offer are exclusively decisive for the scope and the time of delivery. Ancillary agreements and amendments require our written confirmation. The delivery times stated by us shall be deemed to be only approximately agreed. The start of the delivery time stated by us presupposes the clarification of all technical questions. A delivery time stated by us shall commence on the date of issue of the corresponding confirmation, but not before the customer has provided the documents, approvals, releases to be procured and before receipt of any agreed down payment. Partial deliveries are permissible.

(2) The delivery period shall be deemed to have been complied with if the goods have left the factory/warehouse by the end of the delivery period or notification has been given that the goods are ready for dispatch. The delivery period shall be extended appropriately in the event of measures within the scope of industrial disputes, in particular strikes and lockouts, as well as in the event of the occurrence of unforeseen obstacles which lie outside our sphere, insofar as such obstacles demonstrably have a significant influence on the production or delivery of the delivery item.

(3) If the delivery time is not met by us, the licensee/buyer may refuse to fulfil the contract after a warning and setting of a reasonable grace period with a threat of refusal. In this case, a claim for damages by the licensee/buyer is excluded, unless the delay is due to intentional or grossly negligent conduct on our part or on the part of a legal representative or vicarious agent. This shall also apply to the breach of obligations during contract negotiations. In the event of force majeure, such as mobilisation, war, riot, natural disasters, etc., we shall be entitled to postpone our performance for the duration of the hindrance plus a subsequent start-up period or, if performance is actually or economically impossible, to withdraw from the contract. This shall also apply in commercial transactions if we, for our part, are not supplied within a reasonable period of time and prove that we ourselves had concluded a contract for the subject matter of the contract with a supplier.

(4) If, prior to delivery, the licensee/buyer requests a design of the licensed or purchased item other than that ordered and we agree to the licensee's/buyer's request, the delivery period shall be interrupted. The delivery period shall be extended by the period necessary for the different execution and to be agreed again.

(5) If the licensee/buyer is in default of acceptance, Navimatix shall be entitled, after the expiry of a period of grace to be set by it and a corresponding warning, to refuse the fulfilment of the contract and to demand compensation. The compensation for damages amounts to 30% of the licence or purchase price, whereby the licensor/seller reserves the right to prove that no damage or a lesser amount of damage has occurred.

(6) If the shipment is delayed for reasons for which the licensee/buyer is responsible, the licensee's/buyer's default in acceptance shall commence upon receipt of the written notification of readiness for shipment to him. Furthermore, in this case Navimatix is entitled, beginning two weeks after notification of readiness for dispatch, to charge the licensee/buyer for the costs arising from the storage, in the case of storage on the premises of Navimatix at least 1% per month of the invoice amount. In this case, the risk of damage or loss of the licence or purchase object shall pass to the customer at the time of the notification of readiness for dispatch. The same shall apply in the event of default in acceptance.

(7) The customer shall bear the transport risk. The choice of the shipping route is reserved for Navimatix. Packaging becomes the property of the customer after complete payment of the invoice and is charged by us. Postage and packaging charges will be invoiced separately.

§8 Warranty
(1) The warranty period for all (except wear parts and software) products and goods delivered by us is twelve months, unless otherwise described. Manufacturer's warranty cannot be guaranteed. The period begins according to the invoice date.

(2) In the event of a warranty claim, we reserve the right to rectify or repair the defect. The repair shall be carried out within a reasonable period of time. Should this time become unreasonably long through no fault of ours, we shall not be held liable for this. This applies in particular if the item is sent to the manufacturer for rectification of the defect. This also applies to special warranties which must be listed in writing. All services not listed are automatically excluded.

(3) Dhe warranty is limited to goods purchased from us. Software is excluded from the warranty. If hardware and software are purchased at the same time, they shall be deemed to have been sold separately. Natural wear and tear is excluded from the warranty in any case. The warranty claim expires if the adhesive labels on the purchased item are removed by the buyer.

(4) In the event of defects and faults in the purchased item which were already present at the time of handover, the buyer shall be entitled to rectification. If at least two attempts to remedy the defect do not result in full functionality of the object of purchase, the buyer may assert a claim for cancellation/reduction. Further claims are excluded.

(5) Defects must be notified in writing immediately after receipt of the goods, stating the defects. We do not assume any warranty for defects and damages resulting from unsuitable or improper use, non-observance of application instructions or faulty or negligent handling. This applies in particular to the operation of the items with the wrong type of current or voltage as well as connection to unsuitable power sources. The same shall apply to defects and damage attributable to fire, lightning, explosion or mains-related overvoltage, moisture of any kind, incorrect or missing program software and/or processing data, unless the customer proves that these circumstances are not the cause of the defect complained of.

(6) Any warranty shall lapse if the customer carries out interventions and/or repairs on devices without our express written confirmation or has them carried out by persons who have not been authorised by us. Insofar as there is a defect in the purchased item for which we are responsible, we shall be entitled, at our discretion, to remedy the defect or to provide a replacement. The buyer is obliged to make a data backup at his own expense before handing over the purchased item for repair or inspection.

(7) In the event of unjustified complaints or those based on operating errors on the part of the buyer or improper handling, the seller reserves the right to charge a flat-rate inspection fee. No new warranty periods shall come into effect as a result of the replacement of parts or entire units. In the event of unauthorised opening of the end devices by the trading partner or the end customer, the contractual partners agree on a contractual penalty per end device in the amount of € 5,000.00.

(8) Legal measures by the provider to protect the intellectual property of the provider remain unaffected.

§9 Complaint handling
When returning the defective object of purchase, the copy of the invoice or the original invoice must be presented. Prior to each return, the processing modalities are to be clarified with us in order to take faster processing routes in individual cases, if necessary.

§10 Additional terms and conditions for software and software deliveries
(1) When software is issued, the special licence and other terms and conditions of the manufacturer shall apply in addition to our terms and conditions. By accepting the software, the buyer expressly acknowledges their validity. Software can neither be exchanged nor taken back for reasons of licensing law. We cannot be held liable for errors, defects or problems caused by software.

(2) Standard programmes The scope of performance of standard software (basic programme packages and industry programme packages) is set out in the respective service description handed over to the user (herein referred to as the licensee). Deviating or additional requirements must be confirmed in writing.

(3) Individual Programs The program definition for individual software according to its scope of performance and its use is based on the system analysis carried out according to the information provided by the Licensee/Buyer and forms the basis for the programming. The programme definition must be confirmed in writing by the licensee/buyer. Subsequent changes or extensions must also be agreed in writing.

(4) Installation and incorporation of standard, individual and operating system software as well as data carriers for the individual programmes shall be at the expense of the customer.

(5) Acceptance The completed software shall be handed over to the licensee/buyer within the framework of an acceptance test, after which the licensee/buyer shall confirm acceptance in writing.

(6) The licensee/buyer is prohibited from changing the programme himself or through third parties. The warranty of Navimatix does not exist in case of defects which are due to such changes.

(7) If it turns out that faults or errors do not fall under the warranty obligation, Navimatix shall be entitled to charge the licensee/buyer for the costs incurred by troubleshooting.

§11 Licence
(1) Navimatix grants the licensee the non-exclusive and non-transferable right to use the software and the documentation against payment of the agreed remuneration. All copyrights of the software together with the programs or program parts derived from it as well as the associated documentation shall remain with Navimatix or its licensors.

(2) Navimatix further grants the customer the non-exclusive and non-transferable right to use the provided know-how against payment of the agreed remuneration.

(3) The licensee will treat the software and the documentation confidentially and take the necessary security precautions to protect them from unauthorised disclosure. In particular, the licensee is not permitted to copy software and documentation in whole or in part without special written consent or instruction from Navimatix. The passing on to third parties is inadmissible in any case.

(4) Point (3) applies accordingly to the use of the know-how of Navimatix.

(5) In the case of culpable infringement of points (3) and (4), the licensee undertakes, without prejudice to the assertion of claims for damages, to pay a contractual penalty of € 50,000 to Navimatix for each individual case of culpable infringement, excluding the assumption of the continuation connection.

§12 Service
Services (such as on-site repair or on-site service in general) must be agreed in writing. We reserve the right not to repair the goods on site or not to provide the service on site if this cannot be done there with reasonable effort.

§13 Returns
Returns will only be accepted subject to our inspection. Returns of used or defective goods must be made after prior consultation to

Navimatix GmbH
Tatzendpromenade 2
07745 Jena
Germany

or - upon our separate instruction - to third parties insured.

§14 Liability
(1) Navimatix assumes liability only as far as it is expressly regulated in these conditions.

(2) The liability of Navimatix is based on the following regulations. Navimatix is liable in the case of:

a) damage to an object, if the damage was culpably caused by Navimatix or its legal representatives or vicarious agents. In the case of slight negligence, the liability is limited to direct damage to the object;
b) of a pecuniary loss, if this has been caused by Navimatix, its legal representative or vicarious agent intentionally or through gross negligence. In the case of gross negligence, the liability is limited to € 12.500,-- per participant.
c) damage caused by Navimatix or its legal representatives or vicarious agents intentionally or grossly negligently, regardless of the legal reason, once up to a total amount in the amount of the respective order value; at the most, however, in total up to an amount of € 12.500,--. Any further liability is excluded.

The statutory liability for personal injury remains unaffected. The foregoing liability conditions shall not apply to the assertion of claims for damages due to the non-fulfilment of warranted characteristics as well as to the breach of essential contractual obligations, in the event of the inability or impossibility of default as well as liability pursuant to §§ 1,4 of the Product Liability Act.

(3) As far as the liability of Navimatix is excluded or limited, this also applies to the personal liability of its employees, workers, staff, representatives and vicarious agents. In no case Navimatix is liable for damages, which result from the omission of authorisations or the failure of telecommunication facilities of third parties.

(4) The licensee/buyer indemnifies Navimatix from all claims of third parties that go beyond the liability from these conditions.

(5) Liability is also excluded for damages caused by unauthorised interference by the customer or unauthorised third parties.

§15 Cancellation costs
If the customer cancels an order placed without justification, we may claim 30% of the sales price for the costs incurred in processing the order and for lost profit, without prejudice to the possibility of claiming higher actual damages. The ordering party reserves the right to prove a lower damage.

§ 16 Data Protection
The customer agrees that Navimatix stores, uses and automatically processes personal data, which become known in the context of the business relationship, in its own EDP systems.

§17 Place of fulfilment, place of jurisdiction
(1) For these terms and conditions federal German law is valid. The place of performance for our services is Jena.

(2) It is agreed that the place of jurisdiction for all legal disputes arising from the contract, including actions on cheques and bills of exchange, shall be the court with jurisdiction for Jena.

§ 18 Miscellaneous
(1) Should one or more of the above terms and conditions be or become legally invalid, the remaining terms and conditions shall remain in effect unaffected thereby. The invalid provision or a loophole shall be replaced by a permissible provision that comes closest to the economic purpose of the invalid provision.

(2) Agreements deviating from or additional to the above terms and conditions shall only be effective in the form of a written supplementary agreement to the contract concluded by the parties in which reference is made to the amended terms and conditions.

(3) All supplementary agreements must be in writing. This also applies to the waiver of the written form requirement.  

Jena, 15.02.2007