XIMEA xiQ series Technical Manual page 98

Article I: General Provisions
1. Legal relations between Supplier and Purchaser in connection with supplies and/or services of the Supplier (hereinafter
referred to as "Supplies") shall be solely governed by the present GL. The Purchaser's general terms and conditions shall apply
only if expressly accepted by the Supplier in writing. The scope of delivery shall be determined by the congruent mutual written
declarations.
2. The Supplier herewith reserves any industrial property rights and/or copyrights pertaining to its cost estimates, drawings and
other documents (hereinafter referred to as "Documents"). The Documents shall not be made accessible to third parties without
the Supplier's prior consent and shall, upon request, be returned without undue delay to the Supplier if the contract is not
awarded to the Supplier. Sentences 1 and 2 shall apply mutatis mutandis to the Purchaser's Documents; these may, however, be
made accessible to those third parties to whom the Supplier has rightfully subcontracted Supplies.
3. The Purchaser has the non-exclusive right to use standard software and firmware, provided that it remains unchanged, is used
within the agreed performance parameters, and on the agreed equipment. Without express agreement the Purchaser may make
one back-up copy of standard software.
4. Partial deliveries are allowed, unless they are unreasonable to accept for the Purchaser.
5. The term „claim for damages" used in the present GL also includes claims for indemnification for useless expenditure.
Article II: Prices, Terms of Payment, and Set-Off
1. Prices are ex works and excluding packaging; value added tax shall be added at the then applicable rate.
2. If the Supplier is also responsible for assembly or erection and unless otherwise agreed, the Purchaser shall pay the agreed
remuneration and any incidental costs required, e. g. for traveling and transport as well as allowances.
3. Payments shall be made free Supplier's paying office.
4. The Purchaser may set off only those claims which are undisputed or non- appealable.
Article III: Retention of Title
1. The items pertaining to the Supplies ("Retained Goods") shall remain the Supplier's property until each and every claim the
Supplier has against the Purchaser on account of the business relationship has been fulfilled. If the combined value of the
Supplier's security interests exceeds the value of all secured claims by more than 20 %, the Supplier shall release a
corresponding part of the security interest if so requested by the Purchaser; the Supplier shall be entitled to choose which
security interest it wishes to release.
2. For the duration of the retention of title, the Purchaser may not pledge the Retained Goods or use them as security, and resale
shall be possible only for resellers in the ordinary course of their business and only on condition that the reseller receives payment
from its customer or makes the transfer of property to the customer dependent upon the customer fulfilling its obligation to effect
payment.
3. Should Purchaser resell Retained Goods, it assigns to the Supplier, already today, all claims it will have against its customers
out of the resale, including any collateral rights and all balance claims, as security, without any subsequent declarations to this
effect being necessary. If the Retained Goods are sold on together with other items and no individual price has been agreed with
respect to the Retained Goods, Purchaser shall assign to the Supplier such fraction of the total price claim as is attributable to the
price of the Retained Goods invoiced by Supplier.
4. (a) Purchaser may process, amalgamate or combine Retained Goods with other items. Processing is made for Supplier.
Purchaser shall store the new item thus created for Supplier, exercising the due care of a diligent business person. The new
items are considered as Retained Goods.
(b) Already today, Supplier and Purchaser agree that if Retained Goods are combined or amalgamated with other items that are
not the property of Supplier, Supplier shall acquire co-ownership in the new item in proportion of the value of the Retained Goods
combined or amalgamated to the other items at the time of combination or amalgamation. In this respect, the new items are
considered as Retained Goods.
(c) The provisions on the assignment of claims according to No. 3 above shall also apply to the new item. The assignment,
however, shall only apply to the amount corresponding to the value invoiced by Supplier for the Retained Goods that have been
processed, combined or amalgamated.
xiQ - Technical Manual Version 1.0 98