General Terms of Business of Systrion AG 
1	Scope
The following terms of business are applicable for all services Systrion provides to its customer during project or consultancy work and are valid in addition to the relevant Systrion project or consultancy offers. Where contrary terms are agreed in the offer or the relevant customer contract, these shall take precedence over the following conditions. 
2	Services from Systrion
Systrion will provide the services due in the timeframe that has been agreed upon in writing. Systrion will use only adequately qualified personnel. This could be either Systrion’s employees or freelance workers. The selection of the staff for the delivery of Systrion’s services rests solely with Systrion. Systrion has the right to subcontract services. The customer has no right to claim that specific Systrion employees should be used in the project. Systrion will, however, use its best efforts to take the customer´s wishes into account.
3	Customer’s Cooperation
a) The customer will support Systrion in the delivery of the agreed services. The customer will provide Systrion with the neces-sary documents, information and other resources free of charge. Especially will the customer provide, if needed, office space including necessary equipment. 
Systrion’s employees used in the project are exclusively subject to Systrion's instructions. This applies to all specialist, organisa-tional, and other managerial authority. The project team employees do not have any independent contractual relationship with the customer, nor are they in any way tied into the customer´s organisational units. 
b) The customer will provide a contact person for Systrion, who is empowered to answer questions, provide information and give binding explanations for the customer during the agreed working time. This contact person is empowered to make binding commitments for the customer as needed for the relevant project.
4	Deadlines
Systrion will immediately inform the customer about any project delays. If delays are due to the customer not fulfilling his obligations of cooperation, Systrion will indicate this within ten working days in writing.
In the event of culpable non-adherence by Systrion to the acceptance deadline, and following the expiry of a further period of grace notified to Systrion, the customer may demand compensation for the period of the delay in the amount of 0.5% per full week, up to a maximum of 5% of the remuneration for the delayed part of the work. 
After the expiry of a further period of grace notified together with a rejection warning the customer may withdraw from the contract. Any further claims for delays are excluded, except for cases where Systrion has a legal liability due to delays caused deliberately or through gross negligence.
5	Liability
Systrion has unlimited liability for damage caused deliberately or through gross negligence, or in those cases where liability for personal injury or damage to privately used property must be accepted under product liability law. Systrion is further liable for the absence of assured characteristics which Systrion has expressly promised as such in writing, where the aim of the assurance was to safeguard the customer against damages not arising in products supplied by Systrion. Liability for all cases of delays is conclusively defined in clause 4 of this agreement. 
Systrion is liable for the destruction of data only where the customer has ensured that this data can be reconstructed with reasonable effort from data material kept in machine-readable form. 
Systrion is furthermore liable for the culpable violation of essential contractual obligations jeopardizing the object of the con-tract. In this case, liability is limited to those losses whose occurrence Systrion could reasonably have foreseen at the time of concluding the contract, according to the circumstances of which Systrion was aware at the time. 
Compensation of purely pecuniary damages, e.g. lost profits, loss of production, for whatever legal reason, is in all cases pre-cluded. Systrion accepts no further liability. 
Where compensation claims exist against Systrion or Systrion's agents or installers, these shall lapse within one year of ac-ceptance of the services rendered or system implemented under the relevant contract.
6	Industrial Property Rights and Third Parties' Copyright
In the event of violation of German industrial property rights or copyright due to the use of a Systrion product, Systrion shall hold the customer harmless from (compensation) claims of the copyright holder. Furthermore, Systrion shall see to it that the customer has the right to continue using the product. Where this is not possible under commercially reasonable conditions, Systrion shall at its discretion either change the product or replace it in such a way that the copyright is not violated, or take back the product and reimburse the purchase price paid to Systrion less an amount corresponding to the age of the product. Systrion shall only incur the aforesaid obligations provided the customer immediately informs Systrion of the claims brought against him, Systrion reserves the right to take all defensive measures including out-of-court settlements and the copyright violation is not caused by the fact that a product supplied by Systrion is changed, is used in a way not described in Systrion publications or is used with products not supplied by Systrion. This clause encompasses all obligations of Systrion in the event of claims in connection with the violation of industrial property rights or copyright. Otherwise, the terms of the offer/contract apply.
7	Secrecy
Each party is obliged to refrain from communicating any information and documentation of the other party expressly designated as confidential or otherwise clearly recognizable as confidential and received in connection with the performance of this agreement to third parties, or otherwise making this accessible to third parties. Each party must take the requisite precautions in its sphere of operations, as necessary to ensure compliance with the aforesaid obligation. 
These obligations continue to apply until and in so far as the said information or documentation demonstrably becomes general knowledge, without the intervention of the party sworn to secrecy, or is made available to third parties not sworn to secrecy.
8	Other 
The customer may transfer his rights and obligations under the contract only with the written consent of Systrion. He may only offset amounts or withhold payments against claims of Systrion where the customer's counterclaim is undisputed or has been unappealably decided by the courts.
Amendments and additions to any agreement between Systrion and the customer, including any assurance of Systrion, must be expressly agreed in writing.
The contract between customer and Systrion is subject to the laws of the Federal Republic of Germany, to the exclusion of the United Nation’s Convention on Contracts for the International Sale of Goods.
Place of Performance and place of venue is Hamburg, where the customer is a registered trader; the same applies with regard to the registration process. Systrion is also entitled to lodge claims at the court with jurisdiction over the domicile, registered office or place of residence of the customer.
Where individual clauses of these terms of business are invalid, the other parts nevertheless remain valid.