1. Validity of General Terms of Business
The general terms of business are valid for all concluded contracts between heddier electronic Gesellschaft für innovative Datensysteme mbh (which will be referred to as heddier in the following) and the client. Principally, all contracts are subject to the common German trading regulations. The validity covers the traditional trade or service transaction as well as all transaction proceeded by means of electronic media. The general terms of business are basically legitimate in form of the valid version which was agreed upon at the time of the conclusion of the contract. They can be read, downloaded and printed on the corresponding Internet websites of heddier by following the directions that are given on the homepage.

2. Clients
heddier concludes contracts with clients who are
a) natural persons unrestrictedly capable of contracting, who are 18 or over 18 years old as well as with
b) a legal identity, a corporation or a corporate body with residence in the Federal Republic of Germany, a member country of the European Union, Switzerland as well as all other states as far as they are not barred by national or international regulations or embargoes. If a contract offered by a non accepted participant is accidentally agreed to by heddier, heddier is nonetheless authorized to withdraw from the respective contract within an appropriate time limit. In this case, there cannot be made any further claims to heddier.

3. Object of the Contract
heddier supply products or services ordered by the client only after having received a written acceptance of the respective offer through a confirmation of order.
Those commodities, products, half-finished products and services, such as product and service surrogates which are recorded in the confirmation of order, will solely be part of the supply contract. If heddier realizes afterwards that heddier has made a mistake or that there is a technical modification concerning a product, the shipping or the price, heddier will instantaneously inform the client in writing. If the technical modification makes the shipping or a service impossible, the client cannot claim the fulfilment of the contract.
The client may yet again confirm the order under altered conditions or he may withdraw from the contract. Otherwise, heddier is authorized to withdraw from the contract. A claim of fulfilment does not exist.

4. Conclusion of Contract/Payment
4.1 As to the client, the contract concerning an offered item or service becomes valid through the mailing of a written confirmation of order by heddier.
4.2 heddier is authorized to withdraw from the contract or parts of the contract if the client's economic circumstances have essentially weakened, in case of registered insolvency or insolvency proceedings, or if the party to the contract falls into arrears with the payment of a delivery. This includes the possibility of the expenditure replacement according to §284 BGB.
4.3 the domestic and world-wide shipment of commodities up to a net value of 5.000 EURO are effected by cash on delivery, by payment in advance or by charging of a credit card. Principally, all further payment procedures with heddier are to be arranged in written form. Here, it is sufficient to mention the payment procedure in the confirmation of order.
4.4 Delay of payment and reminder procedure: If heddier delivers per invoice there must be a prearranged credit term. If this date of payment is exceeded, the default of payment takes place without any further letter of reminding. All resulting legal consequences are based on the respectively valid legal situation. The costs arising from the reminder procedure are to be debited to the customer.
4.5 availability reservation: Should heddier, after the conclusion of a contract, discover that the ordered commodity or service is not available or cannot be supplied for legal reasons, both heddier and the customer can either agree upon a commodity or a service equivalent in quality and price for supply and/or receipt, or withdraw from the contract. The offer of a substitute delivery or the withdrawal through heddier takes place immediately, at the latest within 6 working-days after the receipt of the order. The customer can either confirm the substitute delivery or the receipt of a comparable service within 6 days after the receipt of the commodities, or withdraw from the contract.
4.6 compensation in case of non-acceptance of the delivery or service: in case of non-acceptance of an ordered delivery or a non-submission of a service, the customer is charged for resulting costs that may have arisen to heddier as a compensation. Within a deadline of 6 working-days, the customer has the option to prove that in fact a lesser damage has arisen to heddier.

5. Periods Relating to Shipping and Service
5.1.1 The period for the acceptance or rejection of an offer or a implementation of a service regularly consists of 7 working-days; this period does not apply in case of plant closure due to vacation or legal holidays and will be appropriately extended in case of unpredictable events of a higher force.
5.1.2 The period for the shipping or the service is to be effected within 30 days after acceptance; this does not apply in case of plant closure due to vacation or legal holidays and with plant closure due to vacation or legal holidays and will be appropriately extended in case of unpredictable events of a higher force.
5.1.3 If the periods cannot be kept for other reasons than stated under 5.1.1 and/or 5.1.2, heddier will immediately inform the client once having detected the respective delay.
5.1.4 Periods for sales contracts with consumers correspond with BGB §§ 355; 356; 357 in the respectively valid version.
5.2 Principally, the mutual written declarations are determining for the keeping of the periods for shipping and service. On the part of the client, the order, if not settled differently, must be submitted to heddier in writing. An order settled differently means that heddier was given a direct debit authorization from the client. Other regulations than specified as above are determined according to 4.3 of the general terms of business.
5.3 Obligatory for the keeping of the delivery periods, as well as for the keeping of the periods of the service to the customer, are the following customer-dependent contributions whose specified conditions are listed below:
- those components which are to be delivered by the client must be available to heddier at the very beginning of the production.
- suggestions on the part of the customer concerning modifications for standard products must be turned in to heddier in written form and subsequently be confirmed by heddier.
5.4 If arranged with the customer, they principally become part of the sales contract between heddier and the client. Concerning partial shippings, if not agreed upon differently in writing, the subsequent shippings are automatically considered as the fulfilment of the entire shipping.
5.5 The shipping of the commodity is carried out from Coesfeld at the expense and danger of the customer, first shipping. A freight insurance is taken out by heddier. Personally insured clients are excluded from the insurance. The personal insurance is to be presented to heddier in writing.

6. Customized Solutions (hard and software) and Services
6.1 heddier manufactures products such as accessories, develops software solutions and performs software adjustments at the order of the client. A requirement for the implementation is the submittal of all documents necessary for production, development or adjustment such as designs, measurements, programs or program sections, etc. prior to the beginning of the manufacturing in the House of heddier.
6.1.1 When ordering customized solutions (hard and software) starting with a net commodity value of six thousand EURO (6,000, 00 €), a pre-payment in the amount of a third of the total costs is to be paid by the client before the beginning of the production. The verification of these costs is made by a confirmation of order entailed in the general sales order. Deviations are principally to be confirmed by more heddier in written form.
6.1.2 As to shipping contracts for several years, the regulation of pre-payments is arranged within a separate agreement.
6.2 If the client withdraws from the sales contract after the beginning of the production or the development he is obliged to pay the costs that have arisen in the course of job scheduling and the production. The costs are charged to the customer.
6.3 The ordering of customized products obliges the client to purchase the products. Costs which result from the non-acceptance or non-purchase are charged to the client.
6.4 If desired by the client, heddier carries out services on-site. A condition for the implementation of a service contract is a written statement or a respective order.
6.5 The client has to take care of creating the constructional and supply-technical conditions, which are necessary for the local installation and setting-up. Should heddier or its executing aides realize that the conditions are not fulfilled, the client is charged with actual resulting costs.
6.6 heddier adjusts software applications with costs when ordered by the client. The release status of the program ordered by the client is the basis for the adjustment of the software. The adjustment neither contains a de-compiling of the software or an interfering of the total integrity of the software sent by the client. The adjustment of the software occurs using the development of own programs or via adjustment of the memory and process paths.
6.6.1 The client does not acquire ownership of the programs or program sections which were developed for adjustment. The client solely possesses a revocable permission to use the programs or program sections. This usufruct is billed through a licence fee. The payment of this licence fee serves the billing of the licence agreement for usage which has no time limit. Adjustments or new developments resulting from a software by a third party are not included.

7. Costs
7.1 Apart from the net price for the commodity, the bill lists the prices for supplementing services: packaging, shipping, insurance and the respective value added tax valid at the time the invoice was set up.
7.2 The prices given on the Internet sites by heddier are identical with the printed price list in the respective valid form.
7.3 heddier reserves the right to offer temporarily limited discounts on bills at times of fairs, etc.

8. Reservation of Proprietary Rights/Period allowed for Payment
8.1 heddier reserves the proprietary right of all the commodities, which are shipped to its clients up until the client has completed the final and total payment of the supplied commodity.
8.2 The respective arranged period allowed for payment is a component of the confirmation of order. A general rule is: if the client does not pay after the 20th day after the reception of the bill, the default occurs without any special reminder.
8.3 If heddier exchanges a commodity consistent with its guarantee, it is understood that the property of the commodity that is to be exchanged is restored to heddier once the client receives the exchange shipping.

9. Guarantee and Admission of Liability for Damages
9.1 heddier grants private clients a 2 year warranty for all of heddier's merchandized and manufactured new commodities, newly-made products and new semifinished products.
9.1.2 heddier grants private clients a two year warranty for services which are settled by contract. In individual cases, the contents of the warranty will be settled separately and then fixed by contract.
9.1.3 heddier grants private clients a 1 year warranty for all of heddier's used commodities.
9.2 heddier grants business clients and companies a 1 year warranty for all of heddier's merchandized and manufactured new goods, newly-made products and new semifinished products.
9.2.1 heddier grants business clients and companies a 1 year warranty for services which are settled by contract. In individual cases, the contents of the warranty will be settled separately and then fixed by contract.
9.2.2 There is no warranty for business clients and companies for used appliances, used components and used commodities. A guarantee does not apply.
9.3 heddier grants private clients a 2 year warranty for all software adjustments with costs which are carried out by heddier. The granting of the warranty principally applies to the release status of the software at the time it was delivered to heddier by the client. The adjustment additionally depends on the valid version of the respective operating system that is used by the client at the time of the conclusion of the contract.
9.3.1 heddier grants business clients and companies a 1 year warranty for all software adjustments with costs which are carried out by heddier. The granting of the warranty principally applies to the release status of the software at the time it was delivered to heddier by the client. The adjustment additionally depends on the valid version of the respective operating system that is used by the client at the time the conclusion of the contract.
9.3.2 For private and business clients there exists no warranty for programs, program sections or software adjustments developed and provided free of charge by heddier.
Damages which are caused by the clients or a third party during the course of using the freeware are not covered in any way by the guarantee.
9.3.3 The return shipping must be dispatched without hesitation. An exchange in advance is not possible.
9.4 The client has to examine the commodity immediately after the reception for completeness or any possible damage. In case of damage, heddier reserves the right to fulfil its responsibilities afterwards. If a fulfilment afterwards is not possible, heddier can ship an item free of defects. In all other respects, the regulations from BGB-E § 437 and 439 remain unaffected.
9.5 heddier grants a guarantee concerning individual commodities and components ordered at heddier. However, heddier does not grant a guarantee for the final product which is developed or manufactured by the client.
9.5.1 A guarantee can not be granted for those damages which result from inappropriate use, overuse or wrong storage of the commodity on the part of the customer. The same applies to parts that are subject to wear and tear.
9.5.2 heddier is exclusively responsible for those product qualities and specifications which are explicitly part of the contract. These are described in the confirmation of order or in the shipping contract.
9.5.3 The scope of a legal liability of heddier corresponding to the product law as well as to the BGB-E § 308 and 309 remains inviolate.
9.5.4 The regulations stated in this document present the complete scope of legal liability of heddier, its management, and its executing aides.

10. Technical Support/Hotline Support
During the office hours heddier operates a telephone support hotline with no costs for its clients. The hotline can be reached from Monday - Thursday during office hours from 8.00 - 17.00 and on Friday from 8.00 to 15.00. The hotline cannot be reached on bank holidays. Generally, the support service is takes place via telephone. Yet, in individual cases and if requested by the client, it can also be done via email or fax. Additionally, heddier runs a support data base by which the customer is able to either call up individual topics or put forth an email out of office hours.

10.1 Extent of service: The support hotline and the database serve to assist the technical support with reference to questions and problems which originally arise in connection with products and services purchased from heddier.
10.2 Components excluded from service: the support hotline and the database do not serve to support those problems which are caused by the use of products from a third party (other suppliers). Likewise, on-site technical assistance or installation services at the client's residence, post-installations of components in the business premises of heddier or services involving products of a third party (in particular regarding PC games) are not components of this package.

11. Data Security
heddier guarantees that it only ascertains, edits and saves client relevant data relating to the completion of the order. Furthermore, the use of this data is solely intended for heddier's internal marketing research and for its marketing purposes. heddier will only pass on client relevant data for handling orders with associated partner companies. If the client does not wish his data to be used for internal purposes within the House of heddier, the client is at any time entitled to object this use in writing.

12. Legal Regulations
12.1 The application of German law (in the respectively valid version) functions as the basis for any legal relations between heddier and its clients. Furthermore, German law in the respectively valid version also applies to the general terms of business (AGB). The use of the UN-convention concerning contracts relating to international commodity purchases from 11.04.1988 does not apply.
12.2 The regulations stated under point 11.1 leave binding legal regulations of the state the client is usually residing in unaffected, if and as far as the client has signed a contract which cannot be ascribed to his professional or commercial activity (consumer contract) and if the client has carried out the legal acts necessary for the conclusion of the sales contract in the state of his regular residence.

13. Miscellaneous
13.1 The client does not have the right to charge on heddier's account or to withhold. An exception comes into effect when the claim is indisputable or is declared valid by law.
13.2 The headquarters of heddier is the place where the contract is to be fulfilled. For shipping, it is the headquarters of the first dispatcher who is operating on heddier's account.
13.3 Should individual regulations of this contract not be legally effective (completely or partly) or afterwards lose their legal effectiveness, the validity of this contract as a whole will not be affected any further. In this case the parties commit themselves to agree upon an effective regulation instead of the ineffective regulation, so far it is legally possible. This effective regulation, as far as it is legally possible, is supposed to take into account the economic purpose (which was originally part of the ineffective regulation) of both parties while meeting both of their interests as close as possible. The same applies if the contract reveals gaps which were not intended by either one of the parties.
13.4 All changes and deviations as well as special agreements, which concern the general terms of business (AGB) of heddier, must be put down in writing.
13.5 Exclusive court of jurisdiction is the headquarters of heddier or another legal court of jurisdiction chosen by heddier, as far as the customer is a businessman according to the commercial code or a body of the public law. Changes concerning the court of jurisdiction require a statement in writing.

February 2011